Terms of Service

1. Acceptance of Terms

By accessing or using the Roony platform ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, do not use the Service.

2. Service Description

Roony provides an AI-powered claims resolution platform for healthcare providers and revenue cycle management companies. The Service uses autonomous voice agents to contact insurance payers, navigate phone systems, verify provider identity, extract claim status and payment information, and recommend resolution strategies. The Service also includes claim management tools, knowledge base features, and analytics. The features and functionality of the Service may be updated from time to time with reasonable notice.

3. Account Responsibilities

You are responsible for:

• Maintaining the confidentiality of your account credentials.
• All activity that occurs under your account or organization.
• Ensuring that the information you provide, including claim data, is accurate and that you are authorized to share it.
• Notifying us immediately of any unauthorized access to your account.

4. Subscription and Billing

The Service is offered on a subscription basis with included monthly call allocations. Details of available plans are provided during onboarding or upon request. Key billing terms:

• Free trial: New accounts may receive a limited number of complimentary calls with no credit card required.
• Subscription plans: Paid plans include a set number of calls per month. Plans are available on annual or monthly billing cycles.
• Overages: Calls made beyond your plan's monthly allocation are billed at the then-current overage rate. You will be asked to acknowledge overage charges before they are incurred.
• Taxes: All fees are exclusive of applicable taxes. You are responsible for paying any taxes, duties, or governmental assessments associated with your use of the Service.
• Failure to pay: If payment is not received when due, we may suspend or limit your access to the Service after providing reasonable notice. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
• Cancellation: You may cancel your subscription at any time through the billing portal. Cancellation takes effect at the end of the current billing period. No refunds are provided for partial billing periods.
• Price changes: We may change our pricing with 30 days' notice. Price changes apply at the start of your next billing period.

5. Acceptable Use

You agree not to:

• Use the Service for any purpose other than legitimate healthcare claims resolution and revenue cycle management.
• Upload false, fraudulent, or misleading claim data.
• Attempt to access data belonging to other organizations.
• Reverse engineer, decompile, or disassemble any part of the Service.
• Use the Service in violation of any applicable law or regulation, including HIPAA.
• Interfere with or disrupt the Service or its infrastructure.

6. Confidentiality

Each party ("Receiving Party") agrees to hold in confidence all non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").

The Receiving Party shall not disclose Confidential Information to any third party except as necessary to perform its obligations under these Terms, and shall use at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party before disclosure; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction.

7. Protected Health Information and HIPAA

The Service processes Protected Health Information (PHI) on behalf of covered entities. Our handling of PHI is governed by the Business Associate Agreement (BAA) executed between Roony and the customer. In the event of a conflict between these Terms and the BAA, the BAA shall control with respect to PHI.

• BAA required: A signed BAA is required before you upload PHI to the platform. If you have not executed a BAA with us, contact us before using the Service with patient data.
• Security and privacy: Our data security practices and privacy commitments are described in our Privacy Policy.
• Breach notification: In the event of a data breach involving PHI, we will notify affected customers in accordance with HIPAA Breach Notification Rule requirements.

8. Data Ownership and Intellectual Property

Customer data: You retain all rights, title, and interest in and to the data you upload to or create through the Service, including claim data and PHI ("Customer Data"). You grant Roony a limited license to use Customer Data solely to provide and improve the Service in accordance with these Terms and our Privacy Policy.

Roony IP: The Service, including its software, design, features, documentation, and AI models, is owned by Roony and protected by intellectual property laws. Nothing in these Terms transfers ownership of any Roony intellectual property to you. We grant you a limited, non-exclusive, non-transferable license to access and use the Service during your active subscription.

De-identified data: We may use de-identified, aggregated data derived from the Service to improve our AI models and knowledge base. This data will not identify you, your organization, or any individual patient.

9. Disclaimers

The Service is provided "as is" and "as available." We do not guarantee that AI voice agents will successfully resolve any particular claim or that information extracted from payer calls is error-free. The Service is a tool to assist your revenue cycle operations and does not constitute legal, medical, or financial advice. You are responsible for verifying information obtained through the Service and making final decisions about claim resolution strategies.

10. Limitation of Liability

To the maximum extent permitted by law, Roony shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of revenue, data, or business opportunities, arising from your use of the Service. Our total liability for any claim arising from these Terms or the Service shall not exceed the amounts you paid to us in the twelve (12) months preceding the claim.

11. Indemnification

You agree to indemnify and hold Roony harmless from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from your use of the Service, your violation of these Terms, or your violation of any applicable law or regulation.

12. Term and Termination

We may suspend or terminate your access to the Service at any time for violation of these Terms or for any other reason with reasonable notice. Upon termination, your right to use the Service ceases immediately.

Following termination, you will have thirty (30) days to request an export of your Customer Data. After the export window, we will retain your data only as required by our data retention policies and applicable law, after which it will be securely deleted.

Sections 6 (Confidentiality), 8 (Data Ownership and Intellectual Property), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 13 (Dispute Resolution), and 14 (General Provisions) shall survive any termination or expiration of these Terms.

13. Dispute Resolution

In the event of any dispute arising out of or relating to these Terms or the Service, the parties shall first attempt to resolve the dispute through good-faith negotiation for a period of thirty (30) days following written notice of the dispute.

If the dispute is not resolved through negotiation, it shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Delaware by a single arbitrator. The arbitrator's decision shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information.

14. General Provisions

• Governing law: These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.
• Entire agreement: These Terms, together with the Privacy Policy and any executed BAA, constitute the entire agreement between you and Roony regarding the Service and supersede all prior agreements and understandings.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
• Assignment: You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Force majeure: Neither party shall be liable for any delay or failure to perform obligations due to causes beyond its reasonable control, including natural disasters, acts of government, or disruptions to telecommunications or infrastructure.
• Notices: All legal notices under these Terms shall be in writing and sent to the email address associated with your account or, for notices to Roony, to legal@roony.com.

15. Changes to These Terms

We may modify these Terms at any time. We will notify you of material changes by posting the updated Terms on this page and updating the effective date. Your continued use of the Service after changes are posted constitutes acceptance of the updated Terms.

16. Contact Us

If you have questions about these Terms, please contact us at legal@roony.com or contact us.