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Voyage AI Terms of Service
Last Updated: October 29, 2026
The following terms and conditions (the “Agreement”) govern all use of the Voyage AI's website (located at www.voyageai.com — “Website”) and products and services (collectively, the “Service”). The Service is owned and operated by Voyage AI Innovations, Inc. (“Voyage AI”, “us”, “we”, or “our”). The Service is offered subject to your acceptance without modification of all the terms and conditions contained herein. BY USING OR ACCESSING ANY PART OF THE SERVICE, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN; IF YOU DO NOT AGREE, DO NOT USE THE SERVICE. Voyage AI reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. If we have your email address, we will notify you via email. In addition, we will update the “Last Updated” date above. To the extent you have an executed agreement with Voyage AI with respect to the subject matter here, such separate agreement will control.
1. ARBITRATION AND CLASS ACTION WAIVER
WE HAVE CERTAIN REQUIREMENTS THAT YOU AGREE TO ARBITRATE DISPUTES YOU MAY HAVE WITH US — AND WAIVE RIGHTS TO BRING CLASS ACTION LAWSUITS. PLEASE SEE SECTION 19 (“DISPUTE RESOLUTION”) BELOW FOR MORE INFORMATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF ENTERING THIS AGREEMENT.
2. User Account; Access
In order to use the Service you may be required to create a Service account (“Account”). You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You will not share your Account login credentials (such as your passwords) with any third party. You must immediately notify us of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security with respect to your Account. Voyage AI may change, suspend or discontinue any aspect of the Service at any time. Voyage AI may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are at least 18 years old. You also certify that you take full responsibility for the selection and use of the Service. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions. You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to and access the Service, including, without limitation, modems, hardware, software, and long distance or local telephone service. You shall be responsible for ensuring that such equipment or ancillary services are compatible with the Service.
3. Content and Models
You retain ownership of all data and other information you provide to Voyage AI or otherwise load into the Service (including, for clarity, data provided for "fine tuning" artificial intelligence models) (“Customer Content”). Unless you "opt out" as described below, you grant Voyage AI (and its successors and assigns) a worldwide, irrevocable, perpetual, royalty-free, fully paid-up, right and license to use, copy, reproduce, distribute, prepare derivative works of, display and perform the Customer Content: (i) to maintain and provide you with the Service, (ii) to exercise its rights and obligations, and otherwise enforce, this Agreement, and (iii) to train, improve, and otherwise further develop the Service (such as by training the artificial intelligence models we use). Notwithstanding the foregoing, other than to our sub-processors and subcontractor acting on our behalf, we will not disclose your Customer Content to third parties other than in an aggregate and anonymized manner that does not identify you. You may opt out of our use rights in Section 3(iii) above via the opt-out functionality on the Website. If you choose to opt out, it will apply only to Customer Content you submit after the time at which you opt out. If you opt out, your Customer Content provided after such opt out will be immediately deleted by Voyage AI after it is processed for you. For clarity, any data provided prior to your opt out may continue to be subject to Section 3(iii). If you opt out, any credits or tokens for free usage of the Service may be automatically void (as determined by Voyage AI in its sole discretion). In the event you use the Service to create any Fine-Tuned Models, Voyage AI will own such models (unless otherwise agreed to by the parties in writing), but Voyage AI will not sell or otherwise share such models with third parties (but, for clarity, may share them as appropriate for Sections 3(i) and (ii) above). “Fine-Tuned Model” means an artificial intelligence neural network model that is based on parameters that are trained using data submitted by you in order to customize the model for Customer Content.
4. Platform Data
In the course of providing the Service, Voyage AI may collect statistical data and performance information, analytics, meta-data or similar information, generated through instrumentation and logging systems, regarding the operation of the Service, including Customer's use of the Service (the “Platform Data”). Nothing in this Agreement shall restrict Voyage AI's right to collect Platform Data or to use it for any internal business purpose, provided however, that (i) Platform Data will not include any Customer Content, and (ii) Voyage AI will not disclose Platform Data to any third party in a manner that allows such third party to identify Customer, other than Voyage AI's employees, agents or service providers who are subject to obligations of confidentiality with respect to such Platform Data.
5. Confidentiality
“Confidential Information” means information a party designates as confidential or reasonably considers as confidential. “Confidential Information” excludes information that is (a) or becomes publicly available without breach of this Agreement by the recipient, (b) received from a third party without a duty of confidentiality, (c) independently developed by the receiving party without breaching this Agreement, or (d) rightfully known or lawfully in the possession of the receiving party prior to disclosure from the other party.
The receiving party will use the disclosing party's Confidential Information only in connection with this Agreement and protect the disclosing party's Confidential Information by using the same degree of care used to protect its own similar confidential information, but not less than a reasonable degree of care. The receiving party will limit disclosure of the disclosing party's Confidential Information to its and its Affiliates' directors, officers, agents, representatives, employees and contractors who are bound to confidentiality obligations at least as protective as the confidentiality provisions in this Agreement and who have a need to know the Confidential Information. The receiving party will not disclose the disclosing party's Confidential Information to any other third party without the disclosing party's consent, except where required to comply with applicable law or a legal order or process, provided that the receiving party will, if legally permitted, promptly notify the disclosing party. Each party will return or destroy the other party's Confidential Information upon written request from the other party.
6. Data Processing
To the extent that Voyage AI processes personal data on behalf of Customer in connection with the Service, the terms of the Voyage AI Data Processing Agreement available at https://www.voyageai.com/dpa (the “DPA”) are hereby incorporated into this Agreement and shall apply to such processing. In the event of any conflict between this Agreement and the DPA with respect to the processing of personal data, the DPA shall control. If Customer has separately executed a data processing agreement with Voyage AI, that separately executed data processing agreement shall control and the DPA set forth at the URL in this Section 6 shall not apply. Annex A (Business Associate Agreement) of this Agreement applies to the extent provided in Annex A.
7. Fees
Fees for purchasing the Service (or any aspects thereof) will be as set forth by Voyage AI on the Website (collectively, "Fees"). All amounts are due in U.S. Dollars. You acknowledge and agree that Voyage AI may use a third-party payment processor to help facilitate payments hereunder. To the extent payment is with a credit card — you warrant you are the owner or authorized user of the applicable card — and that we, and our payment processor, may charge such card. All information you submit in connection with your purchase (such as your email, address, etc.) must be true, accurate and up-to-date. You are responsible for all taxes associated with your purchase (other than taxes based on Voyage AI's income). If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge. Your account will be charged for renewal within 24-hours prior to the end of the current period. To avoid being charged for an upcoming renewal period, you must cancel your account at least 24-hours before the end of the current subscription period. If you cancel after such period, no fees already charged will be refunded. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Website. Except as otherwise set forth by Voyage AI on the Website — all Fees are non-cancellable and non-refundable.
8. Use of the Service; No Support
You represent and warrant (i) your use of the Service will comply with all laws and regulations (including with respect to privacy), (ii) no Customer Content infringes or otherwise violates any third party intellectual property rights or any laws or regulations (including, without limitation, as related to obscenity, defamation and privacy), (iii) if you use the Service on behalf of any third party, you have all necessary authorizations, and (iv) your use of the Service will not conflict with any obligations you have to any third party. Voyage AI has no obligation to provide any support hereunder.
9. Other Restrictions
You shall not submit any content or information to the Service that is false, misleading or inaccurate. You shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service, or in any way reproduce or circumvent the navigational structure or presentation of the Service, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. Voyage AI reserves the right to bar any such activity. You shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Voyage AI server, or to any of the services offered on or through the Service, by hacking, password “mining”, or any other illegitimate means. You shall not access or use the Service in a way intended to avoid incurring fees or exceeding usage limits or quotas. You shall not probe, scan or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service. You shall not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Service, or any other customer of Voyage AI, including any Voyage AI account not owned by you, to its source, or exploit the Service or any service or information made available or offered by or through the Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Service. You shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or Voyage AI's systems or networks, or any systems or networks connected to the Service or to Voyage AI. You shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person's use of the Service. You shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Voyage AI on or through the Service. You shall not, in connection with the Service, pretend (e.g. through impersonation) that you are any other person. You shall not use the Service for any purpose that is unlawful or prohibited by this Agreement, or which infringes the rights of Voyage AI or others.
10. Feedback
If you provide ideas, suggestions, or other feedback to Voyage AI in connection with the Service (such as suggestions for improvements to the Service) ("Feedback"), you grant Voyage AI (and our successors and assigns) a perpetual, irrevocable, worldwide, sublicensable, transferrable, royalty-free, fully paid-up right and license to use, reproduce, display, perform, distribute, sell, and otherwise fully exploit all Feedback.
11. Third-Party Services
The Service may permit you to link to the Third-Party Offerings and other third-party websites or applications or services, and other websites or applications or services may contain links to the Service. Such third-party offerings, websites, and services are not under Voyage AI's control, and you acknowledge that Voyage AI is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of them. The inclusion of any such link does not imply endorsement by Voyage AI. You further acknowledge and agree that Voyage AI shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, information, or services available on or through any such offerings, websites, or services.
12. Indemnification
You shall defend, indemnify, and hold harmless Voyage AI and each of our employees, contractors, directors, providers, suppliers and representatives from all liabilities, damages, losses, settlements, claims, actions, suits, demands, proceedings, costs and expenses, including attorneys' fees, that arise from or in connection with: (i) your use or misuse of the Service; (ii) your Customer Content, (iii) your access to any part of the Service, (iv) your negligence, misconduct, or other fault, (v) any dispute you may be involved in with another Service user, or (vi) your violation of this Agreement.
13. Warranty Disclaimer
THE SERVICE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. VOYAGE AI MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. CERTAIN ASPECTS OF THE SERVICE MAY INVOLVE ARTIFICIAL INTELLIGENCE (“GENERATIVE AI”). YOU ACKNOWLEDGE THAT ARTIFICIAL INTELLIGENCE SYSTEMS ARE A RAPIDLY EVOLVING FIELD. WHILE VOYAGE AI IS ALWAYS WORKING TO IMPROVE THE SERVICE, DUE TO THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICE MAY PROVIDE INACCURATE OUTPUT OR OTHERWISE NOT ALWAYS PRODUCE THE INTENDED RESULTS. AS SUCH, YOU ACKNOWLEDGE THAT NO WARRANTIES ARE MADE BY VOYAGE AI WITH RESPECT TO (AND VOYAGE AI WILL HAVE NO LIABILITY WITH RESPECT TO) THE OUTPUT OR OTHER RESULTS (OR YOUR USE THEREOF) OF ANY GENERATIVE ADDITION, CUSTOMER AGREES IT WILL NOT USE ANY GENERATIVE AI FEATURES OR FUNCTIONS TO POWER, OR MAKE ANY DECISIONS RELATED TO, ANY PRODUCTS OR SERVICES THAT MAY INVOLVE PERSONAL INJURY OR ILLEGALITY (SUCH AS MEDICAL DEVICES, NUCLEAR PLANT OPERATIONS, WEAPONS APPLICATIONS, ETC.). THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
14. Limitation of Liability
IN NO EVENT SHALL VOYAGE AI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR PROVIDERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE: (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY ERRORS OR OMISSIONS IN THE SERVICE, OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE AMOUNTS (UNITED STATES DOLLARS — USD) PAID BY YOU TO VOYAGE AI DURING THE IMMEDIATELY PRECEDING THREE (3) MONTH PERIOD (BUT, IF NO AMOUNTS HAVE BEEN PAID, SUCH CAP WILL BE USD$5.00). WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT VOYAGE IS NOT LIABLE FOR ANY OUTPUT OR RESULTS FROM ANY GENERATIVE AI (OR ANY USE OR RELIANCE ON ANY SUCH OUTPUT OR RESULTS). IN ADDITION, ALL USERS ACKNOWLEDGE AND AGREE THAT VOYAGE AI SHALL NOT BE LIABLE FOR ANY MATTERS BEYOND VOYAGE AI's REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, MECHANICAL, ELECTRONIC, OR COMMUNICATIONS FAILURE OR DEGRADATION.THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
15. Term and Termination
Voyage AI may terminate your access to all or any part of the Service at any time, with or without notice, if you breach this Agreement, fail to comply with any laws or regulations, or we deem you pose a risk to our systems, networks, or other users. Voyage AI may also terminate your access to all or any part of the Service at any time, with or without cause, on thirty (30) days email notice. You can terminate this Agreement by permanently ceasing to use the Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, limitations of liability, and outstanding payment obligations.
16. Export and Trade Controls
You agree not to import, export, re-export, or transfer, directly or indirectly, any part of the Service or any information provided on or through the Service except in full compliance with all United States, foreign and other applicable laws and regulations.
17. Electronic Communications
When you use the Service or send emails to Voyage AI, you are communicating with Voyage AI electronically. You hereby consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications that Voyage AI provides to you electronically satisfy any legal requirement that such communications be in writing.
18. Notices
All legal notices to Voyage AI must be sent via email to: legal@voyageai.com (the subject heading must include: Legal). If you have general questions regarding this Agreement or the Service, you may also email us at contact@voyageai.com. Voyage AI may provide notices to you via email and to any other address you provide.
19. Dispute Resolution
Let's Try To Work It Out.
Ideally, if you have any concerns or complaints against Voyage AI, we would like to resolve the issue without resorting to formal court or arbitration proceedings. Therefore, before filing a claim against Voyage AI, you agree to try to resolve the dispute informally by contacting us as set forth in Section 18 above. Voyage AI will attempt to resolve the dispute informally (and will contact you via email). If a dispute is not resolved within thirty (30) days of submission, you may bring a formal proceeding.
Arbitration.
Any disputes that are not settled informally as contemplated above shall be settled by binding arbitration in accordance with the rules and procedures (“Rules”) of the American Arbitration Association (“AAA”). The Rules will be AAA's Consumer Arbitration Rules if available. Arbitration shall be conducted by one (1) arbitrator selected in accordance with the Rules. In the event any telephonic or other streamlined procedures are available — they will be used. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place in San Francisco, California using the English language. Notwithstanding the foregoing, either party may bring claims for equitable or injunctive relief before a court (see the “Going to Court” section below) at any time.
Process.
A form for initiating arbitration proceedings is available on the AAA's site at www.adr.org. In addition to filing this form with the Rules, the party initiating the arbitration must email a copy of the completed form to the opposing party. You may send a copy to Voyage AI at: legal@voyageai.com (the subject heading must Include: Arbitration). In the event we initiate arbitration against you, we will send a copy of the completed form to the email address or physical address we have on file.
Evidence.
If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents we and you submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the Rules. Subject to the Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Fees.
The parties' will each bear their own costs and expenses associated with arbitration — and responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
No Class Actions.
You may only resolve disputes with Voyage AI on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
Modifications.
Notwithstanding any provision in this Agreement to the contrary, you and we agree that if we make any amendment to the foregoing arbitration terms or conditions (other than an amendment to any notice address or site link) in the future, such amendment shall not apply to any claim that was filed in a legal proceeding against Voyage AI prior to the effective date of the amendment. In addition, you shall have the right to reject any such amendment by notifying Voyage AI in writing within thirty (30) days of the date that you are first notified of the amendment (according to the procedures set forth above in this Section 19). In the event you so reject an amendment, the amendment will not apply to you — but this Section 19 will otherwise remain in full force and effect (according to the pre-amendment version you had already agreed to).
Going to Court.
Subject to the arbitration provision above, you agree that the exclusive jurisdiction and venue for all disputes arising in connection with this Agreement shall be in the state and Federal courts located in San Francisco, California. You hereby submit to such jurisdiction and venue. THE TERMS AND CONDITIONS IN THIS SECTION 19 WILL NOT APPLY TO THE EXTENT PROHIBITED OR OTHERWISE.
20. Electronic Communications, Transactions, and Signature
Visiting the Website, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
21. Website Content
Unless otherwise indicated, the Website is Voyage AI's proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Provided that you are eligible to use the Website, you are granted a limited license to access and use the Website and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Website, the Content and the Marks.
22. General
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Voyage AI's prior written consent. Voyage AI may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Voyage AI in any respect whatsoever.
To opt-out of Section 3(iii), which means that Voyage won't use your data for training other future models (except finetuned models for yourself): (1) log into the Voyage AI dashboard, (2) navigate to the “Terms of Service” (bottom of the navigation bar), and (3) scroll to the bottom of the terms of service and toggle the switch. You will need to have a payment method on file to opt-out.
Annex A
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("BAA") is incorporated into and forms part of the Agreement. This BAA shall apply only if and for so long as: (i) Company is a Covered Entity or a Business Associate; and (ii) Voyage AI creates, receives, maintains or transmits PHI on behalf of Company through the Services. In the event of any conflict between this BAA and any other part of the Agreement, this BAA shall prevail only to the extent the conflict relates to PHI, provided that this BAA shall in no case prevail over Section 14 (Limitation of Liability) of the Agreement. If Company (or any of its Affiliates) and Voyage AI (or any of its Affiliates) are parties to a separately executed business associate agreement that covers Company's use of the Services, this BAA shall not apply for so long as that separately executed business associate agreement remains in effect.
1. DEFINITIONS
Capitalized terms used but not defined in this BAA have the meanings given to them in HIPAA or, if not defined in HIPAA, in the Agreement. Terms defined in this BAA apply only for the purposes of this BAA.
1.1. “Agreement” means the Voyage AI Terms of Service of which this Annex A is part.
1.2. “Affiliate” means an organization that controls, is controlled by, or is under common control with, a party, where “control” means direct or indirect ownership of more than 50% of the voting interests of the organization.
1.3. "Breach" means the acquisition, access, use or disclosure of PHI in a manner not permitted by the Privacy Rule that compromises the security or privacy of the PHI as defined, and subject to the exclusions set forth, in 45 C.F.R. § 164.402.
1.4. “Business Associate” has the meaning provided at 45 C.F.R. § 160.103.
1.5. “Covered Entity” has the meaning provided at 45 C.F.R. § 160.103.
1.6. “Company” means the legal or natural person who has entered into the Agreement.
1.7. “Effective Time” means the time at which this BAA begins to apply in accordance with the preamble to this BAA.
1.8. "ePHI" means PHI that is transmitted or maintained in Electronic Media.
1.9. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended and supplemented by the Health Information Technology for Economic and Clinical Health Act (HITECH).
1.10. "PHI" means Protected Health Information, as defined in 45 C.F.R. § 160.103, and is limited to the Protected Health Information received from, or received, maintained, created or transmitted on behalf of, Company by Voyage AI in performance of the Services.
1.11. "Privacy Rule" means the federal privacy regulations, as amended from time to time, issued pursuant to HIPAA and codified at 45 C.F.R. Parts 160 and 164 (Subparts A & E).
1.12. "Security Rule" means the federal security regulations, as amended from time to time, issued pursuant to HIPAA and codified at 45 C.F.R. Parts 160 and 164 (Subparts A & C).
1.13. "Services" means, to the extent and only to the extent they involve the receipt, creation, maintenance, transmission, use or disclosure of PHI, the services provided by Voyage AI to Company as set forth in the Agreement as may be amended in accordance with its terms from time to time.
1.14. “Voyage AI” means Voyage AI Innovations, Inc.
2. RESPONSIBILITIES OF VOYAGE AI
With regard to its use and/or disclosure of PHI, Voyage AI agrees to:
2.1. not use and/or further disclose PHI except as necessary to provide the Services, as permitted or required by this BAA, and in compliance with each applicable requirement of 45 C.F.R. § 164.504(e), or as otherwise Required by Law; provided that, to the extent Voyage AI is to carry out Company's obligations under the Privacy Rule, Voyage AI will comply with the requirements that apply to the Company in the performance of those obligations.
2.2. implement and use appropriate administrative, physical and technical safeguards and comply with applicable Security Rule requirements with respect to ePHI, to prevent use or disclosure of PHI other than as provided for by this BAA.
2.3. promptly report to Company any: (i) Breach of Unsecured PHI in accordance with 45 C.F.R. § 164.410 (ii) use or disclosure of PHI not provided for by this BAA of which it becomes aware in accordance with 45 C.F.R. § 164.504(e); and (iii) any Security Incident of which Voyage AI becomes aware in accordance with 45 C.F.R. § 164.314(a).
2.4. ensure that any subcontractors of Voyage AI that create, receive, maintain or transmit PHI on behalf of Voyage AI agree, in writing, to restrictions and conditions no less stringent than those that apply to Voyage AI under this BAA with respect to that PHI, including complying with the applicable Security Rule requirements with respect to ePHI.
2.5. make available its internal practices, books and records relating to the use and disclosure of PHI to the Secretary for purposes of determining compliance with the Privacy Rule.
2.6. promptly document and, after receiving a written request from Company, make available to Company, information necessary for Company to make an accounting of disclosures of PHI about an Individual, in accordance with 45 C.F.R. § 164.528.
2.7. to the extent Voyage AI maintains a Designated Record Set on behalf of Company, Voyage AI shall: (i) provide access promptly after receiving a written request from Company, to PHI in a Designated Record Set about an Individual, to Company, sufficient to allow Company to comply with the requirements of 45 C.F.R. § 164.524; and (ii) make available promptly after a written request by Company, PHI for amendment and incorporate any amendments to the PHI as requested by Company, all in accordance with 45 C.F.R. § 164.526.
3. RESPONSIBILITIES OF COMPANY
In addition to any other obligations set forth in the Agreement, including this BAA, Company shall:
3.1. provide to Voyage AI only the minimum PHI necessary to accomplish the Services.
3.2. in the event that the Company (or, if Company is a Business Associate to a third-party Covered Entity, that Covered Entity) honors a request to restrict the use or disclosure of PHI pursuant to 45 C.F.R. § 164.522(a) or makes revisions to its notice of privacy practices in accordance with 45 C.F.R. § 164.520 that increase the limitations on uses or disclosures of PHI or agrees to a request by an Individual for confidential communications under 45 C.F.R. § 164.522(b), not provide Voyage AI any PHI that is subject to any of those restrictions or limitations to the extent any may limit Voyage AI’s ability to use and/or disclose PHI as permitted or required under this BAA unless Company notifies Voyage AI of the restriction or limitation and Voyage AI agrees in writing to honor the restriction or limitation. In addition, if those limitations or revisions materially increase Voyage AI’s cost of providing services under the Agreement including this BAA, Company shall reimburse Voyage AI for such increase in cost.
3.3. be responsible for using administrative, physical and technical safeguards at all times to maintain and ensure the confidentiality, privacy and security of PHI transmitted to Voyage AI pursuant to the Agreement including this BAA, in accordance with the standards and requirements of HIPAA, before and during the transmission of such PHI to Voyage AI.
3.4. obtain any consent or authorization that may be required by applicable federal or state laws and regulations prior to furnishing Voyage AI the PHI for use and disclosure in accordance with this BAA.
If Company is a Business Associate to a third-party Covered Entity with respect to the PHI that Company provides to Voyage AI, Company shall comply with all standards and requirements of HIPAA in its role as a Business Associate to that Covered Entity.
4. PERMITTED USES AND DISCLOSURES OF PHI
Unless otherwise limited in this BAA, in addition to any other uses and/or disclosures permitted or required by this BAA, Voyage AI may:
4.1. make any and all uses and disclosures of PHI necessary to provide the Services to Company.
4.2. use and disclose PHI, if necessary, for proper management and administration of Voyage AI or to carry out the legal responsibilities of Voyage AI, provided that the disclosures are Required by Law or any third party to which Voyage AI discloses PHI for those purposes provides written assurances in advance that: (i) the information will be held confidentially and used or further disclosed only for the purpose for which it was disclosed to the third party or as Required by Law; and (ii) the third party promptly will notify Voyage AI of any instances of which it becomes aware in which the confidentiality of the information has been breached.
5. TERM AND TERMINATION
5.1. Term. The term of this BAA shall commence as of the Effective Time, and shall terminate without any further action upon the termination or expiration of the Agreement, unless earlier terminated in accordance with Section 5.2 of this BAA.
5.2. Termination. If either Party knows of a pattern of activity or practice of the other Party that constitutes a material breach or violation of this BAA then the non-breaching Party shall provide written notice of the breach or violation to the other Party that specifies the nature of the breach or violation. The breaching Party must cure the breach or end the violation on or before thirty (30) days after receipt of the written notice. In the absence of a cure reasonably satisfactory to the non-breaching Party within the specified timeframe or in the event the breach is reasonably incapable of cure, then the non-breaching Party may terminate this BAA.
5.3. Effect of Termination or Expiration. Within sixty (60) days after the expiration or termination for any reason of this BAA, Voyage AI shall return or destroy all PHI, if feasible to do so, including all PHI in possession of Voyage AI’s subcontractors. In the event that Voyage AI determines that return or destruction of the PHI is not feasible, Voyage AI may retain the PHI subject to this Section 5.3. Under any circumstances, Voyage AI shall extend any and all protections, limitations and restrictions contained in this BAA to Voyage AI’s use and/or disclosure of any PHI retained after the expiration or termination of this BAA, and shall limit any further uses and/or disclosures solely to the purposes that make return or destruction of the PHI infeasible.
6. MISCELLANEOUS
6.1. Construction of Terms. The terms of this BAA to the extent they are unclear shall be construed to allow for compliance by Company and Voyage AI with HIPAA.
6.2. Survival. Sections 5.3, 6.1, 6.2, 6.3, 6.4 and 6.5 shall survive the expiration or termination for any reason of the Agreement and/or this BAA.
6.3. Indemnification. Subject to Section 14 (Limitation of Liability) of the Agreement, each Party ("Indemnifying Party") will indemnify and hold harmless the other Party ("Other Party") against any third party claims, including losses, liabilities, penalties, fines, costs, damages and expenses the Other Party incurs, including reasonable attorneys’ fees, which arise out of: (i) the Indemnifying Party’s or the Indemnifying Party’s vendors’ gross negligence or willful misconduct in the performance of the Indemnifying Party’s or the Indemnifying Party’s vendors’, subcontractors’ or representatives’ obligations under this BAA; or (ii) the Indemnifying Party’s material breach of this BAA, all as determined by a court or other tribunal having jurisdiction over the matter. Each Party shall provide the other with prompt notice of any claim that may trigger the foregoing indemnification requirements. Upon demand by the Other Party, the Indemnifying Party shall defend any investigation, claim, litigation or other proceeding brought or threatened against the Indemnified Party, at the Indemnifying Party's expense, by counsel acceptable to the Indemnified Party. Neither Party shall enter into any settlement without the written consent of the other Party.
6.4. No Third Party Beneficiaries. Nothing in this BAA shall confer upon any person other than the Parties and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.
6.5. Governing Law. This BAA will be governed by and construed in accordance with the laws of the State of New York (excluding its choice of law rules).
6.6. Counterparts. This BAA may be executed in counterparts, each of which will constitute an original and all of which will be one and the same document.
6.7. Independent Contractor. Voyage AI and Company are and shall remain independent contractors throughout the term. Nothing in this BAA or otherwise in the Agreement shall be construed to constitute Voyage AI and Company as partners, joint venturers, agents or anything other than independent contractors.