Terms of Service

1. Acceptance of Terms

By accessing or using the Vareo website (vareo.ai) and services ("Services"), you ("Client") agree to be bound by these Terms of Service ("Terms"). If you are using the Services on behalf of an organization, you represent and warrant that you have the legal authority to bind that organization to these Terms, and "Client" shall mean that organization. If you do not agree to these Terms, do not use our Services.

2. Description of Services

Vareo provides automated underpayment detection and recovery services for healthcare providers. Our platform analyzes claims data, identifies payment discrepancies against contracted rates, and manages the appeal and recovery process. Services include but are not limited to: automated claims auditing, underpayment identification, appeal generation, payer submission, and recovery tracking.

3. Fees and Payment Obligations

3.1 Contingency Fee. Vareo operates on a contingency-based pricing model. Client shall pay Vareo a contingency fee equal to the percentage configured on Client's Vareo account (the "Fee Percentage") of every Recovered Underpayment (as defined below) attributable to claims, remittances, contracts, or other data submitted to or processed by Vareo. The Fee Percentage applicable to Client's account is established at onboarding, is reflected in Client's account settings within the Vareo platform, and may be amended only by written agreement of the parties (including by electronic acceptance within the platform). There are no setup fees, monthly minimums, or retainers. If Vareo does not identify or recover any underpayments, Client owes nothing.

3.2 "Recovered Underpayment" Defined. A "Recovered Underpayment" means any additional payment, adjustment, refund, credit, offset, settlement, write-off reversal, or other monetary or in-kind value received by Client (or any of Client's providers, affiliates, billing agents, parents, subsidiaries, successors, or assigns) from a payer, clearinghouse, government program, or third party that (a) is identified, flagged, appealed, disputed, escalated, or otherwise pursued by Vareo on Client's behalf, or (b) results, in whole or in part, from findings, analyses, appeal letters, contract loads, fee schedule comparisons, audit reports, or other work product generated by Vareo. A Recovered Underpayment includes amounts received directly by Client without further action by Vareo if Vareo first identified the underpayment in a Vareo finding, report, or other deliverable.

3.3 Invoicing and Payment Terms. Vareo will issue invoices on a monthly basis (or more frequently at Vareo's discretion) for all Recovered Underpayments received by Client during the prior billing period or, if not previously invoiced, in any earlier period. Client shall pay each invoice in full, without setoff, deduction, withholding, or counterclaim, within fifteen (15) calendar days of the invoice date via the payment method on file with Vareo. Client authorizes Vareo to charge the payment method on file for any amounts that become due and payable hereunder.

3.4 Late Payments. Any amount not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, compounded monthly, from the due date until paid in full. Client shall reimburse Vareo for all reasonable costs of collection, including attorneys' fees, court costs, and collection agency fees. Vareo may, in addition to any other remedies, suspend or terminate Client's access to the Services upon any payment that remains unpaid more than fifteen (15) days past the due date, without limiting Client's continuing payment obligations for Recovered Underpayments already received or subsequently received.

3.5 Reporting and Audit Rights. Client shall promptly notify Vareo in writing of any Recovered Underpayment received and shall provide Vareo with copies of all related remittance advice, EOBs, 835 files, correspondence, and supporting documentation reasonably necessary to verify amounts owed. Client shall maintain complete and accurate books and records regarding Recovered Underpayments for a period of not less than six (6) years. Vareo (or its designated representative) shall have the right, upon ten (10) business days' prior written notice and during normal business hours, to audit such books and records solely to verify Client's compliance with this Section. If any audit reveals an underpayment to Vareo of more than five percent (5%) of amounts owed for the audited period, Client shall, in addition to paying the underpaid amount plus accrued interest, reimburse Vareo for the reasonable costs of the audit.

3.6 No Setoff; No Withholding. All amounts owed to Vareo are absolute and unconditional. Client shall not withhold, offset, deduct, recoup, or refuse payment of any invoice on the basis of any claim, dispute, chargeback, or counterclaim, whether related to the Services or otherwise. Disputes regarding specific invoice line items must be raised in writing within ten (10) business days of the invoice date and do not relieve Client of the obligation to timely pay all undisputed amounts.

3.7 Taxes. All fees are exclusive of taxes. Client is responsible for all sales, use, value-added, gross receipts, withholding, and similar taxes assessed on the Services, excluding taxes based on Vareo's net income.

3.8 Survival. Client's payment obligations under this Section 3, including the obligation to pay the Fee Percentage on Recovered Underpayments received after termination that relate to work performed by Vareo prior to termination, shall survive any expiration or termination of these Terms or the service relationship indefinitely until satisfied in full.

4. Your Responsibilities

Client shall:

• Timely pay all fees owed to Vareo in accordance with Section 3 and the Fee Percentage configured on Client's account, without setoff, deduction, or withholding
• Promptly report all Recovered Underpayments to Vareo and provide all supporting documentation reasonably requested
• Provide accurate and complete claims data, remittance information, and contracted rate documentation
• Maintain the confidentiality of account credentials and API keys, and notify Vareo promptly of any unauthorized access
• Comply with all applicable laws and regulations, including HIPAA
• Ensure Client has all necessary rights, authorizations, and permissions to share data with Vareo (including data of any providers, affiliates, or related entities under Client's Vareo account)
• Not circumvent, disable, or otherwise interfere with Vareo's fee calculation, reporting, or billing systems

5. Data Ownership

Client retains all ownership rights to its data, including claims data, remittance files, and contracted rates. By using the Services, Client grants Vareo a limited, non-exclusive license to access, process, and analyze such data solely for the purpose of providing the Services and calculating fees owed under Section 3. Vareo does not claim ownership of Client's data and will not use it for any purpose other than delivering the Services.

6. HIPAA Compliance & BAA

Vareo is committed to HIPAA compliance. Vareo will execute a Business Associate Agreement (BAA) with each Client prior to accessing, receiving, or processing any protected health information (PHI). Vareo's obligations regarding PHI are governed by the BAA, HIPAA, and the HITECH Act. In the event of any conflict between these Terms and the BAA, the BAA shall control with respect to PHI; in all other respects, including fees and payment obligations under Section 3, these Terms shall control.

7. Intellectual Property

All intellectual property rights in the Vareo platform, including software, algorithms, models, website design, trademarks, and content, are owned by Vareo. These Terms do not grant Client any rights to use Vareo's intellectual property except as necessary to receive the Services.

8. Limitation of Liability

To the maximum extent permitted by law, Vareo shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to Client's use of the Services. Vareo's total liability for any claim arising from these Terms or the Services shall not exceed the total fees paid by Client to Vareo in the twelve (12) months preceding the claim. The Services are provided "as is" without warranties of any kind, except as expressly stated in any individual service agreement. Nothing in this Section limits Client's payment obligations under Section 3.

9. Termination

Either party may terminate the service relationship in accordance with the terms of any individual service agreement, or, in the absence of such an agreement, upon thirty (30) days' prior written notice to the other party. Vareo may terminate or suspend the Services immediately upon any payment default by Client. Upon termination, Vareo will cease processing Client's data and, upon request, delete or return Client's data in accordance with Vareo's data retention policies and applicable law. Termination does not relieve Client of any payment obligation accrued prior to termination or that accrues after termination with respect to Recovered Underpayments relating to work Vareo performed prior to termination. The provisions of Sections 3 (Fees and Payment Obligations), 5 (Data Ownership), 6 (HIPAA Compliance & BAA), 7 (Intellectual Property), 8 (Limitation of Liability), 10 (Governing Law), and this Section 9 shall survive termination.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any disputes arising under these Terms shall be resolved exclusively in the state or federal courts located in Delaware, and the parties consent to the personal jurisdiction of such courts. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL. In any action to enforce these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

11. Changes to These Terms

Vareo reserves the right to modify these Terms at any time. Vareo will provide notice of material changes by posting the updated Terms on its website with a revised effective date and, where required, by requesting Client's electronic re-acceptance within the Vareo platform. Client's continued use of the Services after any such changes constitutes acceptance of the updated Terms.

12. Entire Agreement

These Terms, together with the BAA and any individual service agreement executed between the parties, constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous understandings, representations, or agreements, whether written or oral. If any provision of these Terms is held to be unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified only to the extent necessary to make it enforceable while preserving the parties' original intent. No waiver of any provision shall be effective unless in writing and signed by the waiving party. Client may not assign these Terms without Vareo's prior written consent; Vareo may assign these Terms freely.

13. Contact Us

If you have any questions about these Terms of Service, please contact us at:

Vareo
Email: legal@vareo.ai
Web: Schedule a call