Master Services Agreement

This Master Services Agreement (this “Agreement”) is entered into as of the date Customer accepts it electronically or the date of last signature below (the “Effective Date”), by and between [MOVRA LEGAL ENTITY], a [STATE] [ENTITY TYPE] (“Movra”), and [CUSTOMER LEGAL NAME], a [STATE] [ENTITY TYPE] (“Customer”). Each is a “Party.”

1. Definitions

• “Authorized User” means an individual Customer authorizes to access the Platform: its owners, administrators, clinicians, and staff.
• “Customer Data” means all data Customer or its Authorized Users or Patients submit to, or that is generated for Customer through, the Platform, including Patient Data and Clinical Records.
• “Documentation” means Movra’s then-current published user documentation.
• “Patient” means an individual enrolled by Customer on the Platform.
• “Patient Data” means data about a Patient, including Protected Health Information as defined in the BAA.
• “Platform” means Movra’s web application, mobile application, and related services.
• “Tokens” means the prepaid units by which Customer’s coverage of Patients is metered, as described in Section 4.

2. The Platform

2.1 Access. Subject to this Agreement, Movra grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Platform for Customer’s internal clinical and business operations.

2.2 What the Platform is. The Platform is software that supports remote monitoring of Patients, generates draft clinical content for clinician review, and produces documentation that Customer may use to support its own billing. The Platform is not a medical device intended to diagnose or treat disease, does not practice any licensed profession, and does not exercise clinical judgment. All clinical decisions are made by Customer’s clinicians.

2.3 AI-assisted content. Certain Platform content, including exercise programs and care plans, is generated by software using artificial intelligence. Such content is a draft that has no effect and is not disclosed to a Patient until a licensed clinician of Customer reviews it, modifies it as clinically indicated, and records a sign-off. Customer is responsible for that review. Movra does not warrant that AI-generated content is clinically appropriate for any Patient.

2.4 Restrictions. Customer shall not, and shall not permit any person to: (a) reverse engineer or attempt to derive the source code of the Platform; (b) resell, sublicense, or provide the Platform to a third party as a service bureau; (c) use the Platform to develop a competing product; (d) circumvent usage limits or security controls; or (e) use the Platform in violation of law or of any professional licensure obligation.

2.5 Suspension. Movra may suspend access immediately upon notice if Customer’s use presents a security risk to the Platform or another customer, threatens the integrity of Patient Data, or violates law. Movra will restore access promptly once the cause is resolved.

3. Customer Responsibilities

3.1 Customer is responsible for the acts and omissions of its Authorized Users and for maintaining the confidentiality of credentials. Customer shall promptly notify Movra of any suspected unauthorized access.

3.2 Customer is solely responsible for the practice of medicine, physical therapy, chiropractic, or any other licensed profession; for the supervision of its clinicians; for the accuracy and completeness of its medical records; and for compliance with all professional, licensure, and payer requirements.

3.3 Customer shall obtain all consents and authorizations required by law before enrolling a Patient, including consent to remote monitoring and any notice of cost-sharing.

3.4 Customer shall not submit to the Platform any data of a category the Platform is not designed to receive, including payment card data, Social Security numbers except where required, or information subject to 42 CFR Part 2 (substance use disorder records) unless the Parties have separately agreed in writing.

4. Fees, Tokens, and Payment

4.1 Token model. Customer purchases Tokens under an ordering document or contract created in the Platform. One Token funds one enrolled Patient for the month of enrollment; thereafter one Token per enrolled Patient per calendar month is consumed while that Patient’s coverage remains active.

4.2 Coverage ends only on Customer’s action. Discharging a Patient from a care plan ends the clinical episode but does not end that Patient’s coverage. Token consumption continues until Customer ends coverage for that Patient in the Platform. Movra surfaces covered Patients who have no active care plan so that Customer may end coverage, but Customer bears the cost of coverage it does not end.

4.3 Prepayment; no refund of consumed Tokens. Tokens are prepaid for the term stated in the ordering document. Consumed Tokens are non-refundable. Unconsumed Tokens do not carry beyond the contract term except as stated in the ordering document.

4.4 Taxes. Fees are exclusive of taxes. Customer is responsible for all taxes other than taxes on Movra’s income.

4.5 Fees are not claim-contingent. Movra’s fees are fixed and do not vary with the amount Customer bills, collects, or is reimbursed by any payer.

5. Data

5.1 Ownership. As between the Parties, Customer owns all Customer Data. Movra owns the Platform and all software, models, and materials used to provide it.

5.2 Use of Customer Data. Movra may use Customer Data solely to provide, secure, and support the Platform, and as permitted by the BAA. Movra will not sell Customer Data.

5.3 De-identified data. Movra may create and use data de-identified in accordance with 45 CFR 164.514(b) for any lawful purpose, including improving the Platform. De-identified data is not Customer Data and Movra owns it. Movra shall not attempt to re-identify it.

5.4 AI training. Movra shall not use Customer Data that constitutes Protected Health Information to train generally available machine-learning models, except as permitted by the BAA for Movra’s data aggregation and management purposes, and only using de-identified data.

5.5 Return and deletion. Upon termination, Movra will make Customer Data available for export for thirty (30) days, then delete or de-identify it in accordance with the BAA and its retention schedule, except for backups deleted on Movra’s ordinary cycle and records Movra must retain by law.

5.6 PHI is governed by the BAA. To the extent of any conflict between this Agreement and the BAA with respect to Protected Health Information, the BAA controls.

6. Confidentiality

Each Party shall protect the other’s Confidential Information with at least reasonable care, use it only to perform under this Agreement, and disclose it only to personnel with a need to know who are bound by comparable obligations. Obligations do not apply to information that is public through no breach, independently developed, or rightfully received from a third party. Compelled disclosure is permitted with prompt notice where lawful.

7. Security

Movra shall maintain an information security program with administrative, physical, and technical safeguards appropriate to the sensitivity of Patient Data, consistent with the HIPAA Security Rule. Movra’s then-current security overview is incorporated by reference. Movra shall notify Customer of a Breach of Unsecured Protected Health Information as provided in the BAA.

8. Warranties and Disclaimers

8.1 Each Party warrants it has authority to enter this Agreement.

8.2 Movra warrants that the Platform will perform materially in accordance with the Documentation. Customer’s exclusive remedy for breach of this warranty is Movra’s re-performance or, failing that, termination and a refund of prepaid, unconsumed fees.

8.3 EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED “AS IS.” MOVRA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MOVRA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT CLINICAL CONTENT IS APPROPRIATE FOR ANY PATIENT, OR THAT ANY CLAIM SUPPORTED BY PLATFORM DOCUMENTATION WILL BE PAID.

8.4 The allocation of billing and claims responsibility is stated in the Billing and Claims Responsibility Addendum, which controls over this Section as to that subject matter.

9. Limitation of Liability

9.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE, even if advised of the possibility.

9.2 EACH PARTY’S TOTAL LIABILITY IS CAPPED AT THE GREATER OF (a) THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (b) [FLOOR AMOUNT, e.g. USD 50,000].

9.3 The cap in 9.2 does not apply to: (a) either Party’s indemnification obligations under the Billing and Claims Responsibility Addendum; (b) Movra’s breach of its confidentiality or BAA obligations; (c) either Party’s gross negligence, willful misconduct, or fraud; or (d) Customer’s obligation to pay fees.

10. Term and Termination

10.1 This Agreement begins on the Effective Date and continues until terminated.

10.2 Either Party may terminate for material breach on thirty (30) days’ written notice if the breach is not cured within that period.

10.3 Either Party may terminate immediately if the other becomes insolvent or is excluded from participation in a federal healthcare program.

10.4 Upon termination: Customer’s access ends; Section 5.5 governs data; and Sections 1, 5.1, 5.3, 5.5, 6, 8.3, 9, 10.4, and 11 survive, together with the survival provisions of the BAA and the Billing Addendum.

11. General

11.1 Governing law and venue. [Arizona] law governs, without regard to conflict of laws. Exclusive venue lies in the state and federal courts located in [Maricopa County, Arizona].

11.2 Independent contractors. The Parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship. Movra is not Customer’s billing agent.

11.3 Assignment. Neither Party may assign this Agreement without the other’s consent, except to a successor in a merger or sale of substantially all assets.

11.4 Order of precedence. In case of conflict: (1) the BAA as to PHI; (2) the Billing and Claims Responsibility Addendum as to billing and claims; (3) an executed ordering document as to fees and term; (4) this Agreement.

11.5 Entire agreement. This Agreement, with its addenda and the BAA, is the entire agreement and supersedes all prior discussions, including any demonstration, projection, or estimate of revenue.

11.6 Amendment. Movra may update this Agreement on notice; material adverse changes take effect at Customer’s next renewal. Other amendments require a signed writing.

11.7 Electronic acceptance. Customer’s authorized representative may accept this Agreement electronically, and such acceptance has the same effect as a signature. Movra records the accepting individual, the version accepted, and the timestamp.