Terms & Conditions

Last updated: September 30, 2026

1. Definitions

Client

The individual, business, healthcare organization, health plan, provider, medical group, clinic, hospital, health system, MSO, IPA, or other organization that purchases, accesses, or uses VINSI Health Services.

Services

The healthcare engagement, patient and member outreach, contact center, human engagement, automation, communication, AI-supported, technology-enabled, operational, and related services offered by VINSI Health.

Engagement Program

A Client-directed program designed to reach, communicate with, support, guide, or engage members, patients, customers, or other individuals toward a defined action or outcome.

End User

Any patient, member, prospective patient, customer, consumer, or other individual whose information is processed or who is contacted through the Services.

Client Data

All data, content, records, information, contact lists, communication content, campaign information, member or patient information, and other materials provided by or on behalf of a Client.

Protected Health Information (PHI)

Individually identifiable health information protected under HIPAA and its implementing regulations, where applicable.

DPA

A Data Processing Agreement governing the processing of Personal Data by VINSI Health on behalf of a Client.

BAA

A Business Associate Agreement required under HIPAA when VINSI Health creates, receives, maintains, or transmits PHI on behalf of a covered entity or business associate.

Confidential Information

Non-public information disclosed by one party to the other that is designated as confidential or reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

2. Eligibility and Authority

By using the Services, You represent and warrant that:

• You are at least 18 years of age.
• You have the legal capacity and authority to enter into a binding agreement.
• If acting on behalf of an organization, You have authority to bind that organization to these Terms.
• Information provided to VINSI Health is accurate, current, and complete.
• You will maintain the confidentiality of any credentials used to access the Services.

3. Scope of Services

VINSI Health may provide Services that combine human engagement teams, contact center operations, AI-supported communication, workflow automation, outreach, scheduling, member support, patient engagement, navigation, follow-up, and related operational services.

Specific Services, deliverables, program goals, pricing, performance measures, service levels, and responsibilities may be further defined in an Order Form, Statement of Work, proposal, or other written agreement.

4. Engagement Programs and Defined Outcomes

VINSI Health may work with Clients to define measurable member or patient actions and operate engagement programs designed around those objectives.

Examples of Client-defined actions may include:

• Scheduling or confirming an appointment
• Completing an assessment
• Enrolling in a program
• Completing a follow-up action
• Responding to a referral
• Completing an outreach interaction
• Navigating to an appropriate resource
• Completing another Client-defined operational action

VINSI Health does not guarantee clinical outcomes, health outcomes, conversion rates, savings, return on investment, or other results unless expressly agreed in writing.

5. Fees, Pricing, and Payment

6. Human Engagement and AI-Supported Services

VINSI Health may use a combination of trained human engagement teams, contact center personnel, automation, AI-supported tools, and workflow technology to provide the Services.

AI and automation may support:

• Routine outreach
• Appointment reminders and confirmations
• Structured information collection
• Workflow routing
• Conversation assistance
• Outcome classification
• Interaction summarization
• Human agent assistance
• Client-directed automation

Human personnel may participate where interactions require escalation, judgment, personalized support, exceptions, navigation, additional context, or complex handling.

VINSI Health does not provide medical diagnosis, treatment, or clinical advice through general engagement or outreach Services unless expressly provided by appropriately licensed professionals under a separate authorized arrangement.

7. Client Responsibilities

Client represents and warrants that:

• Client has authority to provide Client Data to VINSI Health.
• Client has established all required legal bases, permissions, or consents for processing.
• Client's instructions and engagement programs comply with applicable law.
• Client will provide accurate and lawful data, instructions, and program requirements.
• Client will maintain required consent and communication preference records.
• Client will promptly communicate opt-outs, restrictions, corrections, or other relevant changes where necessary.

8. SMS and Email Compliance

Where VINSI Health Services include SMS, email, or other electronic communications, Client is responsible for ensuring that the applicable outreach program complies with relevant laws and regulations.

This may include compliance with:

• Telephone Consumer Protection Act (TCPA)
• CAN-SPAM Act
• Applicable state telemarketing laws
• A2P 10DLC requirements
• Carrier and messaging provider rules
• Applicable privacy and consumer protection laws

Client must obtain and maintain legally required consents and promptly honor opt-out or unsubscribe requests.

9. HIPAA and Protected Health Information

Clients subject to HIPAA that use VINSI Health Services to create, receive, maintain, or transmit PHI must execute a Business Associate Agreement where required before PHI is processed through the applicable Services.

Unauthorized transmission of PHI outside an applicable BAA may result in suspension or termination of the affected Services.

10. Data Processing Agreements

Where VINSI Health processes Personal Data on behalf of a Client and applicable law or contract requires a Data Processing Agreement, the parties must execute the appropriate DPA.

11. Client Data

Client retains ownership of Client Data.

Client grants VINSI Health a limited right to process Client Data solely as necessary to:

• Provide the Services
• Operate Engagement Programs
• Perform Client-directed workflows
• Maintain security and service integrity
• Comply with legal obligations
• Perform other authorized contractual activities

VINSI Health will not use Client Member Data, Patient Data, or PHI for independent marketing or unrelated advertising purposes.

12. Confidentiality

Each party agrees to protect the other party's Confidential Information using reasonable care and to use such information only as necessary to perform obligations or exercise rights under the applicable agreement.

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of agreement
• Was already lawfully known without restriction
• Is independently developed without use of Confidential Information
• Is lawfully received from a third party without confidentiality obligations
• Must be disclosed by law or valid legal process

13. Intellectual Property

VINSI Health retains all rights, title, and interest in its website, software, technology, workflows, systems, documentation, branding, designs, content, and other intellectual property.

Except as expressly authorized in writing, Client may not:

• Copy or reproduce proprietary materials
• Reverse engineer software or systems
• Attempt to derive source code
• Resell or sublicense access to the Services
• Use VINSI Health intellectual property to create a competing service
• Remove copyright, trademark, or proprietary notices

14. Acceptable Use

Client agrees to use VINSI Health Services only for lawful purposes.

Client may not use the Services to:

• Send unlawful, deceptive, fraudulent, or abusive communications
• Use unlawfully obtained contact lists
• Send communications without legally required consent
• Engage in spam, phishing, smishing, or fraud
• Impersonate another organization or sender
• Transmit malicious software or code
• Attempt unauthorized access to systems or data
• Harass, threaten, or harm individuals
• Interfere with or disrupt Service infrastructure
• Use the Services in violation of applicable law

15. Prohibited Communications

Unless expressly approved in writing and legally permitted, the Services may not be used for prohibited or high-risk messaging categories, including:

• Unlawful lead generation
• Affiliate marketing campaigns unrelated to the Client
• Phishing or deceptive communications
• Harassment or hate-based content
• Illegal products or services
• Other communications prohibited by carriers, providers, or law

16. Third-Party Services

The Services may integrate with or rely on third-party platforms, telecommunications providers, software providers, cloud providers, or other technology services.

Third-party services are governed by their own terms, policies, and availability. VINSI Health is not responsible for failures or interruptions caused solely by third-party services outside its reasonable control.

17. Service Availability

VINSI Health will use commercially reasonable efforts to provide reliable Services but does not guarantee uninterrupted or error-free operation.

Any specific service-level commitments must be expressly stated in a separate written Service Level Agreement or applicable Client agreement.

18. Suspension and Termination

VINSI Health may suspend or terminate Services where reasonably necessary, including where Client:

• Materially breaches these Terms
• Fails to pay applicable fees
• Uses the Services unlawfully
• Fails to maintain legally required consents
• Uses the Services in a manner that creates legal or regulatory risk
• Attempts unauthorized access to systems or data
• Transmits PHI without an applicable BAA where one is required

19. Effect of Termination

Upon termination or expiration:

• Client's right to use the affected Services ends
• Outstanding amounts become due according to the applicable agreement
• Client Data will be retained, returned, or deleted according to the applicable agreement, DPA, BAA, Client instructions, and law
• Provisions intended to survive termination remain in effect

20. Indemnification

To the extent permitted by law, Client agrees to defend, indemnify, and hold harmless VINSI Health and its officers, directors, employees, contractors, and agents from claims, damages, penalties, costs, and expenses arising from:

• Client's breach of these Terms
• Client's unlawful use of the Services
• Failure to obtain required communication consent
• Use of unlawfully obtained Client Data
• Unauthorized transmission of PHI
• Client's infringement of third-party rights
• Client's violation of applicable law

21. Warranty Disclaimer

The Services are provided "as is" and "as available" to the fullest extent permitted by applicable law.

VINSI Health disclaims warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, or error-free operation.

22. Limitation of Liability

To the fullest extent permitted by applicable law, VINSI Health will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating to the Services.

Unless otherwise stated in a written agreement, VINSI Health's aggregate liability arising out of or related to the Services will not exceed the fees paid by Client for the affected Services during the twelve months preceding the event giving rise to the claim.

23. No Medical Advice

VINSI Health's general engagement, outreach, communication, contact center, automation, and technology Services do not constitute medical diagnosis, treatment, clinical advice, or emergency medical services.

Medical decisions remain the responsibility of qualified healthcare professionals and the applicable healthcare organization.

24. Emergency Situations

VINSI Health Services are not designed as an emergency response service. Individuals experiencing a medical emergency should contact emergency services or an appropriate healthcare provider.

25. Dispute Resolution

Unless otherwise specified in a separate written agreement, disputes arising out of these Terms or the Services will be resolved through binding arbitration in Nevada under applicable American Arbitration Association rules.

To the extent legally enforceable, the parties waive the right to a jury trial and to participate in a class action.

26. Governing Law

These Terms are governed by the laws of the State of Nevada, without regard to conflict-of-law principles.

27. Force Majeure

Neither party will be liable for delays or failures in performance caused by circumstances beyond its reasonable control, including natural disasters, government actions, telecommunications failures, Internet outages, third-party service failures, labor disruptions, or similar events.

28. Changes to These Terms

VINSI Health may update these Terms periodically. Material changes may be communicated through the website, email, or other reasonable notice.

Continued use of the Services after updated Terms become effective constitutes acceptance to the extent permitted by law.

29. Entire Agreement

These Terms, together with any applicable Order Form, Statement of Work, Data Processing Agreement, Business Associate Agreement, Service Level Agreement, or other written agreement, constitute the agreement between the parties concerning the applicable Services.

Where a separately signed agreement conflicts with these Terms, the separately signed agreement controls to the extent of the conflict.

30. Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

31. Waiver

Failure by either party to enforce any provision of these Terms does not constitute a waiver of that provision or any other right.

32. Compliance With Laws

Each party is responsible for complying with laws and regulations applicable to its role and activities.

VINSI Health's provision of Services does not constitute legal, regulatory, clinical, or compliance advice and does not guarantee Client's compliance with applicable law.

33. Contact Us