Moco Platform Terms of Use

These Platform Terms of Use (the "Terms") are a binding agreement between COADIA, Inc. dba Moco ("Moco," "we," "us") and the healthcare provider entity that accepts them (the "Clinic"). These Terms govern access to and use of the Moco platform, software, APIs, and related services used in clinical care and operations (the "Services").

1) Order of precedence

If there is a conflict, the order is: Security Annex, Business Associate Agreement (BAA), De-identification Method Summary, Data Rights Addendum, these Platform Terms, then any Order Form.

2) Definitions

• PHI has the meaning in 45 C.F.R. 160.103.
• Audio Data means voice recordings captured by the Services during clinical encounters.
• Transcripts means text created from Audio Data.
• Voice Feature Data means numerical features derived from Audio Data that cannot reasonably be used to reconstruct a person's voice.
• Patient Recordings means Audio Data, Transcripts, and associated features.
• Customer Data means information the Clinic or its users upload or generate in the Services, including PHI.
• De-identified Data means data de-identified under 45 C.F.R. 164.514 by Expert Determination or Safe Harbor, including de-identified Audio Data, Transcripts, and Voice Feature Data.
• Aggregated Data means statistics or insights that do not identify a natural person or a Clinic.

3) Eligibility and PHI gate

The Clinic must accept our BAA before any feature that can touch PHI is enabled. Until the BAA is accepted for the Clinic, recording, uploads, EMR import, and other PHI features remain disabled. Solo practices may accept an in-app clickthrough BAA. Larger organizations may request DocuSign.

4) Services

4.1 Moco provides clinical documentation tools, recording and transcription, analytics dashboards, and support.

4.2 We will deliver uptime, security, and support as described in the Security Annex.

4.3 The Clinic will provide reasonable access needed to deliver the Services.

5) Fees

5.1 Fees are set in an Order Form or online checkout.

5.2 Late amounts accrue interest at the lesser of 1.5 percent per month or the maximum allowed by law.

6) Data categories

6.1 PHI. PHI is handled under the BAA.

6.2 Customer Data. The Clinic's data in the Services, including notes, schedules, and configuration.

6.3 Patient Recordings. Audio Data, Transcripts, and Voice Feature Data generated when recording is on.

6.4 De-identified and Aggregated Data. We may create De-identified Data and Aggregated Data from Customer Data and from service logs under HIPAA de-identification standards. We will implement technical and contractual controls that prohibit re-identification by us and by recipients.

6.5 Derived Data. Models, features, embeddings, labels, summaries, analytics, and other outputs created by Moco from operation of the Services.

7) Data rights and use

7.1 Ownership. The Clinic owns Customer Data and PHI. Moco owns the Services and all software, models, pipelines, de-identification methods, and Derived Data.

7.2 License to operate. The Clinic grants Moco a license to use Customer Data and PHI to deliver the Services, perform treatment, payment, and health care operations on the Clinic's behalf, ensure security, and meet legal duties.

7.3 De-identified and aggregate use. We may create De-identified Data from Customer Data. We may use, license, and sell De-identified Data and Aggregated Data for research, analytics, product improvement, and lawful commercial use with third parties. We will not attempt to re-identify any person and we will contractually prohibit recipients from doing so. We do not share raw Audio Data outside our system.

7.4 External recipients. Third parties receiving De-identified or Aggregated Data must agree not to re-identify, must use the data only for approved purposes, and must maintain appropriate security and onward transfer controls.

8) Patient Recordings and retention

8.1 Storage and access. Patient Recordings are stored in segregated repositories with separate encryption keys and role-based access. Access to raw audio is restricted and reviewed.

8.2 Retention. The Clinic can set default retention for audio and transcripts, such as delete on save, 7, 30, or 90 days. Deletion of audio schedules deletion of derived features unless required for security, anti-fraud, or legal holds. Backup systems expire on a rolling schedule and are not modified retroactively.

8.3 Patient choices. Recording is optional at the point of care. Patients can decline recording without affecting care. The Clinic manages retention and deletion requests consistent with law and policy.

9) Special rules

9.1 42 C.F.R. Part 2. For programs subject to Part 2, the Clinic must obtain specific patient consent for any use beyond treatment, payment, and operations. We will not include Part 2 data in De-identified Data unless consent expressly permits it or de-identification occurs before Part 2 applies.

9.2 State laws. Where state consumer health or biometric laws impose stricter rules, we apply those rules in addition to HIPAA.

10) Confidentiality and security

10.1 Each party will protect the other party's Confidential Information. PHI is Confidential Information.

10.2 We maintain administrative, physical, and technical safeguards that meet or exceed industry standards and the Security Annex. We provide assurance materials under NDA.

11) Acceptable use

The Clinic will not misuse the Services, attempt to bypass security, interfere with others, or use the Services in violation of law. No uploading or recording of PHI is permitted before BAA acceptance.

12) Term and termination

Either party may terminate for uncured material breach. On termination, we will provide a time-limited export of Customer Data as stated in the Security Annex. We may retain De-identified Data, Aggregated Data, and Derived Data that do not identify a natural person or the Clinic.

13) Warranties and disclaimers

The Services are provided as is except as stated in these Terms or an Order Form. Moco does not practice medicine and does not replace clinician judgment.

14) Liability

Caps and exclusions are stated in the applicable master or order terms. They do not limit either party's obligations under the BAA where prohibited by law.

15) Changes and versioning

We may update these Terms. We will post a new version and effective date. For material changes we will notify account owners by email or in-app notice. We keep prior versions.

16) General

Assignment, governing law, venue, and notices are set in the master terms or Order Form. If there is no other agreement, the law and venue stated in these Terms apply.