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://www.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 patient-engagement, scheduling, and intake platform for healthcare clinics. 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://www.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.
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 and Roles
You may be required to register to use the Services. You agree to keep your password confidential and are responsible for all use of your account.
The Services use role-based access control. Roles include owner, administrator, staff, and practitioner, each with different permissions. The clinic owner is responsible for assigning roles appropriately and consistent with the clinic's minimum-necessary obligations under HIPAA. We reserve the right to remove or reclaim a username we determine, in our sole discretion, to be inappropriate.
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.
6. Subscriptions, Free Trial, and Usage Allowances
Free trial. New clinics receive a 7-day free trial that includes onboarding and is subject to usage limits, including an AI-usage allowance. We may, in our discretion, extend a trial or adjust usage allowances for a given clinic. At the end of the trial, the account will be charged according to the clinic's selected subscription unless canceled.
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. Cancellation takes effect at the end of the current paid term. All 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.
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. 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