Terms of Service — Moxcares

Agreement to our Legal Terms

We are VVY Technologies, Inc., doing business as Moxcares ("Company," "we," "us," or "our"), a company registered in Delaware, United States, with registered office at 131 Continental Dr, Suite 305, Newark, DE 19713.

We operate the website https://moxcares.com (the "Site"), the Moxcares application, and related products and services that link to these legal terms (the "Legal Terms") (collectively, the "Services").

Moxcares is a practice-management and electronic-health-record platform for ambulatory clinics: scheduling and waitlists, patient intake, charting, ambient scribing, coding assistance, e-prescribing, insurance eligibility and claims, payments, fax, patient messaging, and an AI receptionist and AI staff member. Some capabilities are modules a clinic enables; Sections 25–28 apply when the corresponding module is enabled. You can contact us by email at support@moxcares.com.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and VVY Technologies, Inc., concerning your access to and use of the Services. By accessing the Services, you agree that you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We will provide notice of material changes to these Legal Terms. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified terms.

The Services are intended for clinic users who are at least 18 years old.

1. Our Services — Healthcare and HIPAA

Moxcares is built to be used by healthcare clinics and is designed to support compliance with the Health Insurance Portability and Accountability Act (HIPAA) in Moxcares' role as a Business Associate. Clinics that process Protected Health Information ("PHI") through the Services do so under a Business Associate Agreement with us (available at https://moxcares.com/baa), which must be accepted before PHI-bearing features are used. See Section 12.

The Services do not constitute medical advice and are not a substitute for professional clinical judgment. All clinical decisions remain the responsibility of the clinic and its practitioners.

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. Those who access the Services from other locations do so on their own initiative and are responsible for compliance with local laws.

2. Intellectual Property Rights

Our intellectual property. We are the owner or licensee of all intellectual property rights in the Services, including all source code, databases, functionality, software, website designs, text, photographs, and graphics (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks"). The Content and Marks are protected by copyright and trademark laws and are provided "AS IS" for your internal business purpose only.

Your use of our Services. Subject to your compliance with these Legal Terms, we grant you a non-exclusive, non-transferable, revocable license to access the Services and to download or print copies of Content to which you have properly gained access, solely for your internal business purpose. Except as expressly permitted, no part of the Services, Content, or Marks may be copied, reproduced, republished, sold, licensed, or otherwise exploited for any commercial purpose without our prior written permission.

Licensed CPT® content is additionally governed by Sections 25 and 25A. Nothing in this general license grants rights broader than those AMA-required terms. We reserve all rights not expressly granted to you. Any breach of these intellectual property rights constitutes a material breach of these Legal Terms, and your right to use the Services will terminate immediately.

3. User Representations

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information; (3) you have the legal capacity and, where applicable, the authority to bind your clinic, and you agree to comply with these Legal Terms; (4) you are not a minor; (5) you will not access the Services through automated or non-human means except as expressly permitted; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use will not violate any applicable law or regulation, including, for clinic users, the clinic's own obligations as a Covered Entity under HIPAA.

If you provide any information that is untrue, inaccurate, or incomplete, we may suspend or terminate your account.

4. User Registration, Roles and Designations

You agree to keep account credentials confidential and are responsible for use of your account. Roles—owner, administrator, staff, practitioner and view-only—determine operational permissions. Designations determine additional authority: clinical assistants may access charts, record vitals and intake, and prepare drafts; providers render billed services; prescribers sign and transmit prescriptions; billing users prepare and submit claims.

Signing clinical notes and prescribing authority attach only to practitioners with the required permissions and designation. No role permits editing another clinician’s signed note. The clinic owner is responsible for appropriate assignments and minimum-necessary access. An owner or administrator without clinical authority must state a reason for administrative chart access, which is recorded.

5. Purchases and Payment

We accept payment through our payment processor, Stripe. You agree to provide current, complete, and accurate purchase and account information and to promptly update it as needed. You authorize us to charge your chosen payment method for all amounts due. Sales tax will be added where required. All payments are in US dollars. We reserve the right to correct pricing errors and to refuse or cancel orders at our sole discretion.

Stripe collects and stores payment-card credentials. Moxcares does not store full card numbers or security codes, but may retain payment references, status, invoice and subscription records, and limited payment-method details as described in our Privacy Policy.

6. Subscriptions, Free Trial, and Usage Allowances

Free trial. New clinics receive a 7-day trial unless a different length is stated at signup. Trials include onboarding and are subject to usage allowances, including an AI-usage allowance. Unless the clinic cancels before the trial ends, the selected paid subscription begins and the payment method on file is charged at the rate and billing interval disclosed at signup. We may extend trial or usage allowances, but trial access to licensed CPT® content ends with the trial and in all cases within thirty (30) days. Continued licensed-content access requires the applicable paid entitlement.

Billing and renewal. Your subscription will continue and automatically renew unless canceled. You consent to recurring charges to your payment method until you cancel. The billing cycle depends on the subscription plan selected.

Cancellation. You may cancel at any time by logging into your account. Canceling before the trial ends prevents the initial subscription charge. For paid subscriptions, cancellation takes effect at the end of the current paid term and prevents renewal. Purchases are non-refundable except as required by law.

Fee changes. We may change subscription fees and will communicate changes in accordance with applicable law.

7. Prohibited Activities

You may not access or use the Services for any purpose other than that for which we make them available. As a user, you agree not to:

Systematically retrieve data from the Services to create a collection, compilation, or database without our written permission;
Trick, defraud, or mislead us or other users, or attempt to learn sensitive account information such as passwords;
Circumvent, disable, or interfere with security-related features of the Services;
Upload or transmit viruses, malware, or any material that interferes with the operation of the Services;
Engage in unauthorized automated use of the system, or use any scraper, bot, or similar tool except as expressly permitted;
Attempt to impersonate another user;
Decipher, decompile, disassemble, or reverse engineer any software comprising the Services, except as permitted by applicable law;
Use the Services to compete with us or for any unauthorized commercial purpose;
Use the Services in any manner inconsistent with applicable laws or regulations;
Use the Services in any way that would violate HIPAA or your clinic's obligations as a Covered Entity, or enter any Protected Health Information that your clinic is not authorized to process; or
Harass, abuse, or harm another person, or our employees or agents.

Any use of the Services in violation of the foregoing may result in suspension or termination of your access.

8. Clinic-Entered Content and Patient Data

The Services allow clinic users to create, enter, and store content, including clinical notes, intake configurations, and patient information ("Clinic Content"). As between you and us, you and your clinic retain all rights in Clinic Content, subject to the licenses needed for us to operate the Services and our obligations under the Business Associate Agreement.

You represent and warrant that you have all necessary rights, consents, and authority to enter Clinic Content, including any PHI, and to authorize us to process it as contemplated by the Services and the Business Associate Agreement. You are responsible for the accuracy of Clinic Content. We process Clinic Content that constitutes PHI only as permitted by the Business Associate Agreement and HIPAA.

Your data leaves with you. A clinic may request its records in C-CDA format together with its documents and may leave the Services. Cancellation and fees follow Section 6. Patient records are retained for the period in the Privacy Policy—seven years after subscription end, or longer where law requires—with continuing BAA protections. Destruction and infeasible backup handling follow the BAA. Exports do not grant rights to redistribute licensed third-party content.

9. Third-Party Websites and Content

The Services may contain links to third-party websites or content that we do not investigate or monitor. We are not responsible for any third-party websites or content accessed through the Services, and your use of them is at your own risk and governed by the applicable third party's terms and policies.

10. Services Management

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take legal action against violators; (3) refuse, restrict, or disable access to the Services or any content; (4) remove content that is excessive or burdensome to our systems; and (5) otherwise manage the Services to protect our rights and ensure proper functioning.

11. Privacy Policy

We care about data privacy and security. Please review our Privacy Policy, which is incorporated into these Legal Terms. By using the Services, you agree to be bound by it. The Services are hosted in the United States; by using the Services from outside the United States, you consent to the transfer of your data to and processing in the United States.

12. HIPAA and the Business Associate Agreement

Where Moxcares processes PHI on behalf of a clinic, the clinic is the Covered Entity and Moxcares is the clinic's Business Associate under HIPAA. A clinic must accept our Business Associate Agreement before using PHI-bearing features of the Services. The Business Associate Agreement governs our use and disclosure of PHI and is incorporated into these Legal Terms by reference. In the event of a conflict between these Legal Terms and the Business Associate Agreement with respect to PHI, the Business Associate Agreement controls.

13. Term, Suspension, and Termination

These Legal Terms remain in effect while you use the Services. We may, in our sole discretion and without notice or liability, deny access to the Services to any person for any reason, including breach of these Legal Terms or applicable law.

Suspension freezes access to the Services, with a stated reason (for example, non-payment), while preserving your data; access is restored when the condition is resolved. Suspension is distinct from account closure.

On termination, PHI is handled in accordance with the Business Associate Agreement and the retention period described in the Privacy Policy. Termination of a subscription does not, by itself, trigger immediate deletion of patient PHI.

14. Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time, and to suspend or discontinue the Services, without notice. We will not be liable for any modification, suspension, or discontinuance of the Services. We cannot guarantee the Services will be available at all times and may experience interruptions or delays. You agree we have no liability for any loss or inconvenience caused by your inability to access the Services during any downtime.

15. Governing Law

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles.

16. Dispute Resolution

Informal negotiations. To expedite resolution and control costs, the parties agree to first attempt to negotiate any dispute informally for at least sixty (60) days before initiating arbitration, beginning upon written notice.

Binding arbitration. If informal negotiations fail, the dispute (except as excluded below) will be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), and where appropriate the AAA Consumer Rules. The arbitration will take place in Delaware, and may be conducted in person, by documents, by phone, or online. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

Restrictions. Arbitration is limited to the dispute between the parties individually. There is no right for any dispute to be arbitrated on a class-action basis or in a representative capacity.

Exceptions. The following are not subject to informal negotiation and arbitration: (a) disputes seeking to enforce or protect intellectual property rights; (b) disputes related to allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.

No dispute may be commenced more than one (1) year after the cause of action arose.

17. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions. We reserve the right to correct any errors and to change or update information at any time, without prior notice.

18. Disclaimer

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT AND ASSUME NO LIABILITY FOR ANY ERRORS, PERSONAL INJURY, PROPERTY DAMAGE, UNAUTHORIZED ACCESS TO OUR SERVERS, OR INTERRUPTION OF THE SERVICES. THE SERVICES DO NOT PROVIDE MEDICAL ADVICE; CLINICAL DECISIONS REMAIN THE RESPONSIBILITY OF THE CLINIC AND ITS PRACTITIONERS.

19. Limitations of Liability

General limitation. EXCEPT AS PROVIDED BELOW, IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT OR LOSS OF DATA, ARISING FROM YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT AS PROVIDED IN THE FOLLOWING PARAGRAPH, OUR AGGREGATE LIABILITY FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE TOTAL AMOUNT PAID BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

Data-security, confidentiality, and HIPAA claims. NOTWITHSTANDING THE GENERAL LIMITATION ABOVE, OUR AGGREGATE LIABILITY FOR CLAIMS ARISING FROM A BREACH OF OUR DATA-SECURITY OR CONFIDENTIALITY OBLIGATIONS, OR FROM OUR VIOLATION OF HIPAA OR THE BUSINESS ASSOCIATE AGREEMENT, WILL BE LIMITED TO THE LIMITS OF THE COMPANY'S APPLICABLE CYBER-LIABILITY AND TECHNOLOGY ERRORS-AND-OMISSIONS INSURANCE COVERAGE THEN IN EFFECT.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE ABOVE MAY NOT APPLY TO YOU.

20. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, officers, agents, and employees, from any loss, damage, liability, claim, or demand, including reasonable attorneys' fees, arising out of: (1) your use of the Services; (2) your breach of these Legal Terms; (3) any breach of your representations and warranties; (4) your violation of the rights of a third party; or (5) any violation by you of HIPAA or your obligations as a Covered Entity. We reserve the right to assume the exclusive defense of any matter for which you must indemnify us, and you agree to cooperate at your expense.

21. User Data

We maintain data you transmit to the Services for the purpose of managing the performance of the Services, and we perform routine backups. For PHI, our handling is governed by the Business Associate Agreement. You are responsible for the accuracy of data you enter.

22. Electronic Communications, Transactions, and Signatures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications and agree that all agreements, notices, and disclosures we provide electronically satisfy any legal requirement that they be in writing. YOU AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, AND RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES AND POLICIES, including your electronic acceptance of these Legal Terms, the Privacy Policy, and the Business Associate Agreement.

23. California Users and Residents

If any complaint with us is not satisfactorily resolved, California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

24. Miscellaneous

These Legal Terms and any policies posted by us constitute the entire agreement between you and us. Our failure to exercise any right is not a waiver. These Legal Terms operate to the fullest extent permissible by law. We may assign our rights and obligations at any time. We are not responsible for any loss or delay caused by events beyond our reasonable control. If any provision is determined to be unlawful or unenforceable, that provision is severable and does not affect the remaining provisions. No joint venture, partnership, employment, or agency relationship is created by these Legal Terms.

25. Licensed Content — CPT®

The Services include Current Procedural Terminology (CPT®) content copyrighted by the American Medical Association (AMA) and licensed to Moxcares. Clinics and users accessing this content agree to the AMA-required CPT End User Terms in Section 25A. Those terms identify AMA as a third-party beneficiary and are presented in the Services before CPT content is first displayed.

For the following terms, Moxcares is the Licensee and the clinic is the End User; the license granted through the Services is limited to the licensed product and authorized United States territory. The following AMA text is reproduced without paraphrasing.

25A. CPT End User Terms

Licensed Content is copyrighted by the American Medical Association and CPT is a registered trademark of the AMA.
Licensee, as a party to a license agreement with the AMA, is authorized to grant End User a limited, non-exclusive, non-transferable, non-sublicensable license for End User to use Licensed Content in Licensee's Licensed Product(s), for the sole purpose of internal use by End User within the Territory. Upon termination or expiration of the Agreement between Licensee and AMA, Licensee shall notify End User. End User shall continue to have the right to use Licensed Content in the Licensee's Licensed Product(s) for the remainder of year of the then-current annual release (e.g., through the end of the applicable calendar year)("End User Tail Period"). End User's continued use of the Licensed Content during the End User Tail Period is subject to End User's continued compliance with all its obligations under these terms. Upon the expiration of the End User Tail Period, the sublicense granted under these terms shall automatically terminate.
The provision of updated Licensed Content in the Licensed Product(s) is dependent on a continuing contractual relationship between Licensee and the AMA.
End User is prohibited from making Licensed Content publicly available; creating derivative works (including translating) of the Licensed Content; and transferring, selling, leasing, licensing, or otherwise making available the Licensed Content, or a copy or portion of Licensed Content, to any unauthorized party, including a subsidiary, affiliate, or other legal entity, however designated, for any purpose whatsoever except as expressly permitted in this Agreement.
End User expressly acknowledges and agrees to the extent permitted by applicable law, use of the Licensed Content is at End User's sole risk and the Licensed Content is provided "as is" without warranty of any kind. The AMA does not directly or indirectly practice medicine or dispense medical services. Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The Licensed Content does not replace the AMA's Current Procedural Terminology book or other appropriate coding authority. The coding information contained in the Licensed Content should be used only as a guide.
End User is required to keep records and submit reports including information necessary for the calculation of royalties payable to the AMA by the Licensee, of the same type as required of Licensee under this Agreement. End User consents to the release of such information to the AMA. End User further agrees to provide, without delay, additional information that the AMA (as a third-party beneficiary) may reasonably request, to verify the information. Nothing herein shall require End User to submit or release information that would cause End User to be in violation of applicable federal or state privacy laws.
The following U.S. Government End Users notice shall be included: U.S. Government End Users. CPT is commercial technical data, which was developed exclusively at private expense by the American Medical Association (AMA), 330 North Wabash Avenue, Chicago, Illinois 60611. This agreement does not grant the Federal Government a direct license to use CPT based on FAR 52.227-14 (Data Rights – General) and DFARS 252.227-7015 (Technical Data – Commercial Items).
End User must ensure that anyone with authorized access to the Licensed Product(s) will comply with the provisions of the End User Agreement.
AMA shall be named as a third-party beneficiary of the End User Agreement.
End User expressly consents to the release of its name to the AMA.

AMA notices and disclaimers

Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The AMA does not directly or indirectly practice medicine or dispense medical services. The AMA assumes no liability for data contained or not contained herein.

CPT is a registered trademark of the American Medical Association.

U.S. Government End Users. CPT is commercial technical data, which was developed exclusively at private expense by the American Medical Association (AMA), 330 North Wabash Avenue, Chicago, Illinois 60611. Use of CPT in connection with this product shall not be construed to grant the Federal Government a direct license to use CPT based on FAR 52.227-14 (Data Rights – General) and DFARS 252.227-7015 (Technical Data – Commercial Items).

25B. Licensed Content — LOINC®

The Services include content from LOINC®, used under the LOINC licence. The following notice applies:

This material contains content from LOINC (http://loinc.org). LOINC is copyright © Regenstrief Institute, Inc. and the Logical Observation Identifiers Names and Codes (LOINC) Committee and is available at no cost under the license at http://loinc.org/license. LOINC® is a registered United States trademark of Regenstrief Institute, Inc.

Other third-party terminologies, instruments and open-source components included in the Services are credited, with the notices their licences require, at moxcares.com/acknowledgements.

26. E-Prescribing

When enabled, prescriptions are transmitted through MDToolbox on the Surescripts network. The prescriber is responsible for every prescription under their credentials. Controlled-substance prescribing requires identity proofing and two-factor signing through the partner, with applicable authorization and requirements. Moxcares records prescription information in the chart when the partner reports it transmitted or printed. A patient-facing prescription record is a record of a prescription, not itself a prescription.

27. Insurance Eligibility, Claims and Payments

Clinics prepare claims for submission through the clearinghouse under their own payer enrollments and are responsible for accuracy and completeness, including diagnoses, codes and provider details. Coding proposals are reviewable suggestions linked to documentation, not automatic claim certification or a guarantee of payment.

Eligibility results reflect payer responses. Copay figures are estimates and become charges only when the clinic creates a charge. Eligibility, coding assistance or claim submission does not guarantee coverage, reimbursement or payer acceptance.

Stripe processes payments and stores card credentials; Moxcares retains only the associated operational payment information described in the Privacy Policy. Patient refunds and disputes are governed by applicable law, the clinic’s policies and applicable Stripe terms. Moxcares subscription billing remains governed by Sections 5 and 6.

28. The AI Receptionist and the AI Staff Member

When enabled, an AI receptionist identifies itself and supports administrative calls, bookings, callbacks and waitlist requests. An AI staff member supports scheduling messages under patient consent, clinic rules and quiet hours. Clinics are responsible for configured hours, services, instructions and appointment types and for supervising handoffs. These AI features do not provide clinical advice, prescribe, sign clinical records or collect payments.

Rule-based crisis-language checks can provide 988 resources and notify clinic staff. They cannot guarantee detection or replace clinical assessment, emergency services or the clinic’s crisis procedures. Call 911 for immediate danger.

29. Contact Us

To resolve a complaint or for more information about the Services, contact us at:

VVY Technologies, Inc. (d/b/a Moxcares)
131 Continental Dr, Suite 305
Newark, DE 19713
support@moxcares.com / legal@moxcares.com