VMA Care Terms & Conditions
These Terms and Conditions (“Terms”) govern your access to and use of
- VMA Care’s websites, portals, and online platforms (collectively, the “Site”), and
- VMA Care’s virtual medical assistant and related administrative support services (collectively, the “Services”).
By accessing or using the Site, requesting information, or engaging VMA Care to provide Services, you (“Client,” “you,” or “your”) agree to be bound by these Terms. If you do not agree to these Terms, do not use the Site or Services.
If you have executed a separate written agreement, such as a Master Services Agreement (MSA) or Business Associate Agreement (BAA) with VMA Care, and there is any conflict between that agreement and these Terms, the executed agreement will control with respect to the Services covered by it.
Definitions
For purposes of these Terms
- VMA Care (“we,” “us,” “our”) means [VMA Care Legal Entity Name], a [type of entity] organized under the laws of [State], with its principal place of business at [Address].
- Client means any healthcare provider, practice, organization, or authorized representative who enters into an agreement with VMA Care for the provision of Services.
- Services means virtual medical assistant and related administrative support services provided by VMA Care, including but not limited to scheduling, call handling, documentation support, billing-related support, telehealth coordination, and other non-clinical tasks as described in an applicable proposal, order form, or MSA.
- Site means any website or online platform operated by VMA Care or on its behalf.
- PHI means Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations.
Eligibility and Use of the Site
The Site is intended for use by
- Healthcare organizations and professionals located in the United States;
- Their authorized representatives and staff; and
- Other business users evaluating or using VMA Care’s Services.
By using the Site, you represent and warrant that you
- Are at least 18 years of age;
- Have the legal authority to enter into these Terms on behalf of yourself or your organization; and
- Will use the Site and Services only in compliance with these Terms and all applicable laws and regulations.
Nature of the Services (No Medical Advice)
VMA Care provides non-clinical, administrative support services only. Our virtual medical assistants
- Do not provide medical advice, diagnosis, treatment, or clinical decision-making;
- Do not establish a provider–patient relationship;
- Operate under the direction and supervision of the Client’s licensed healthcare professionals and authorized personnel.
All clinical decisions, medical advice, and patient care responsibilities rest solely with the Client’s licensed providers. The Site and Services are not a substitute for professional medical judgment or emergency care.
Client Responsibilities
Accuracy of Information
Compliance with Laws
Systems and Access
Providing VMA Care with appropriate, secure access to your EHR/EMR, practice management systems, communication platforms, and other tools required to perform the Services.
Maintaining your own systems, networks, and internet connectivity.
Internal Policies and Supervision
Defining and communicating internal protocols, scripts, escalation procedures, and approval workflows.
Supervising the clinical aspects of patient care and ensuring staff understand the role and limits of VMA Care’s virtual assistants.
User Accounts and Credentials
Safeguarding login credentials and restricting access to authorized users
Notifying VMA Care promptly of any suspected unauthorized use or security incident involving your accounts.
Business Associate Agreement (HIPAA)
Where VMA Care handles PHI on your behalf, VMA Care will act as a Business Associate under HIPAA. In such cases
- You and VMA Care will enter into a separate Business Associate Agreement (BAA) that governs our use and disclosure of PHI.
- The BAA is incorporated by reference into these Terms and forms part of your agreement with VMA Care.
- In the event of a conflict between these Terms and the BAA regarding PHI, the BAA controls.
You are responsible for providing any required Notice of Privacy Practices to patients and obtaining any necessary authorizations or consents as required by law.
Fees, Billing, and Payment
Details of fees, billing schedules, and payment methods will be set forth in one or more
- Proposals,
- Order forms,
- Statements of work, or
- A Master Services Agreement (MSA).
Unless otherwise specified
- Fees are billed in U.S. dollars (USD).
- Invoices are due within [number] days of the invoice date.
- Late payments may incur interest at the lesser of [percentage]% per month or the maximum rate allowed by law, plus any reasonable collection costs.
VMA Care may suspend or terminate Services for non-payment after providing reasonable notice, subject to any applicable contractual or legal requirements.
Term and Termination
The term of your engagement with VMA Care and the conditions for termination will generally be defined in an MSA, order form, or other written agreement. In addition
- Termination for Convenience: If permitted under your specific agreement, either party may terminate the Services upon written notice, subject to any agreed notice period.
- Termination for Cause: Either party may terminate immediately if the other party materially breaches these Terms or an applicable agreement and fails to cure the breach within a specified cure period (if any) after written notice.
Upon termination
- VMA Care will cease providing Services, except for any agreed transition assistance;
- Any outstanding fees and charges will become immediately due and payable;
- VMA Care will handle PHI and other data in accordance with the BAA, applicable law, and any agreed data return/destruction provisions.
Intellectual Property
VMA Care Intellectual Property
VMA Care and its licensors retain all rights, title, and interest in and to
- The Site and its content (excluding Client content);
- VMA Care’s trademarks, logos, and branding;
- Any proprietary software, tools, processes, and documentation used to deliver the Services;
- Any improvements, modifications, or derivative works created by VMA Care.
Except as expressly permitted, you may not:
- Copy, modify, distribute, sell, or lease any part of the Site or Services;
- Reverse engineer or attempt to extract the source code of any software used by VMA Care, except to the extent such restriction is prohibited by law.
Client Content and Data
You (or your licensors) retain all rights, title, and interest in and to
- Your own data, including PHI, business records, and other content you provide or to which you grant VMA Care access;
- All ownership rights in patient medical records and related clinical documentation.
VMA Care will process such data only
- As necessary to provide the Services;
- As permitted in an MSA, BAA, or other written agreement; and
- As required by applicable law.
Confidentiality
Each party agrees to
- Keep the other party’s confidential information strictly confidential;
- Use such information solely for purposes of performing or receiving the Services;
- Not disclose such information to third parties except as allowed under these Terms, an MSA, a BAA, or as required by law.
Confidential Information” includes, but is not limited to
- Business plans, pricing, processes, and technical information;
- Client and patient information;
- Any non-public information disclosed in connection with the Services.
Confidentiality obligations do not apply to information that
- Is or becomes publicly available through no fault of the receiving party;
- Is rightfully received from a third party without breach of any obligation;
- Is independently developed by the receiving party without reference to the disclosing party’s confidential information;
- Is approved for release in writing by the disclosing party.
Data Security and Incidents
VMA Care maintains administrative, technical, and physical safeguards designed to
- Protect PHI and other confidential information from unauthorized access, use, or disclosure;
- Comply with HIPAA security requirements and other applicable legal obligations.
In the event of a security incident or breach of unsecured PHI involving data we maintain as a Business Associate, VMA Care will
- Investigate the incident;
- Mitigate, to the extent practicable, any harmful effects;
- Notify the affected Client(s) without unreasonable delay, as required by HIPAA, the BAA, and applicable law;
- Cooperate with the Client to fulfill any legal or contractual notification obligations.
Acceptable Use
You agree not to
- Use the Site or Services for any fraudulent, unlawful, or harmful purpose;
- Attempt to gain unauthorized access to any systems, networks, or accounts;
- Introduce malware, viruses, or other harmful code;
- Use the Services to harass, defame, or violate the rights of any person;
- Share or resell the Services to third parties without VMA Care’s written consent.
Third‑Party Services and Links
The Site or Services may include integrations with, or links to, third‑party websites, software, or services (collectively, “Third‑Party Services”).
- VMA Care does not control and is not responsible for the content, security, or practices of Third‑Party Services.
- Your use of Third‑Party Services is subject to their own terms and privacy policies.
- Where Third‑Party Services handle PHI, they may do so as Business Associates of the Client or VMA Care, as applicable, under separate agreements.
Disclaimers
No Medical Advice
Service Availability
- Vma Care Provides The Site And Services On An “As Is” And “As Available” Basis. We Do Not Guarantee That The Site Or Services Will Be Uninterrupted, Error-Free, Or Free Of Harmful Components.
General Disclaimers
Vma care disclaims all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non‑infringement, to the extent permitted by law.
Some jurisdictions do not allow the exclusion of certain warranties; in such cases, the above exclusions apply only to the extent permitted by applicable law.
Limitation of Liability
To The Maximum Extent Permitted By Law
Vma care shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages (including lost profits, lost revenue, loss of goodwill, or data loss) arising out of or relating to the use of, or inability to use, the site or services, even if advised of the possibility of such damages.
Vma care’s total aggregate liability for any and all claims arising out of or relating to these terms, the site, or the services shall not exceed the amount paid by the client to vma care for the services giving rise to the claim during the [twelve (12)] months preceding the event first giving rise to the claim.
These limitations apply regardless of the legal theory asserted (contract, tort, negligence, strict liability, or otherwise), to the fullest extent permitted by law.
Indemnification
You agree to indemnify, defend, and hold harmless VMA Care and its officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to
- Your use of the Site or Services in violation of these Terms or applicable law;
- Any breach of your representations, warranties, or obligations under these Terms;
- Your negligence or willful misconduct.
VMA Care will provide you with prompt notice of any such claim and cooperate with your defense, at your expense, as reasonably requested.
Compliance With Laws
Each party agrees to comply with all applicable federal, state, and local laws and regulations, including
- HIPAA and its implementing regulations (where applicable);
- State health privacy and data protection laws;
- Applicable telehealth, professional licensing, and billing regulations, as they pertain to that party’s responsibilities.
Clients are responsible for ensuring that their use of the Services is compatible with their professional obligations and any applicable industry or professional guidelines.
Changes to These Terms
VMA Care may update these Terms from time to time. When we do
- We will revise the “Last Updated” date at the top of this page; and
- Where required by law or your specific agreement, we will provide additional notice.
Your continued use of the Site or Services after any such change constitutes your acceptance of the updated Terms, subject to any additional consent requirements under applicable law or contract.
Governing Law and Dispute Resolution
These Terms are governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles, and applicable federal laws of the United States. Any dispute arising out of or relating to these Terms, the Site, or the Services that cannot be resolved informally will be resolved
- In the state or federal courts located in [County, State], and
- The parties consent to the personal jurisdiction and venue of such courts.
If your MSA or other written agreement with VMA Care includes a different dispute resolution process (e.g., arbitration), that process will control with respect to the Services covered by that agreement.
Miscellaneous
- Entire Agreement These Terms, together with any applicable MSA, BAA, proposals, or order forms, constitute the entire agreement between you and VMA Care regarding the Site and Services.
- Severability If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
- No Waiver Failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.
- Assignment You may not assign or transfer these Terms or any rights or obligations hereunder without VMA Care’s prior written consent. VMA Care may assign these Terms in connection with a merger, acquisition, or sale of assets, or to an affiliate.