Last Updated: October 28, 2025
These Pharmacy Software Terms of Use (“Terms”) govern Pharmacy’s access to and use of Mochi Health Corp.’s hosted software platform and related services (“Mochi Software” or the “Services”). Mochi and Pharmacy may each be referred to as a “Party” and collectively as the “Parties.” By clicking “I Agree,” accessing, or using Mochi Software, Pharmacy acknowledges and agrees that it has read, understood, and will be bound by these Terms.
Access to Mochi Software is provided as part of Pharmacy’s participation under the Mochi Health Pharmacy Agreement (the “Pharmacy Agreement”). Unless otherwise defined, capitalized terms here have the meanings assigned in the Pharmacy Agreement.
If these Terms conflict with the Pharmacy Agreement, the Pharmacy Agreement controls, except with respect to data security, confidentiality, or handling of patient health information, which are governed by these Terms and the Business Associate Agreement entered into between the Parties (the “BAA”).
As part of delivering the Services, Mochi may receive, create, maintain, or transmit protected health information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). The BAA is incorporated by reference and forms part of these Terms, governing how such PHI is used, protected, and disclosed. In the event of any inconsistency between these Terms and the BAA regarding PHI, the BAA will prevail.
1. SAAS SERVICES AND SUPPORT
1.1 Provision of Services. Mochi will use commercially reasonable efforts to provide Pharmacy with secure, reliable access to Mochi’s hosted software platform described in these Terms (the “Services”). The Services provide Pharmacy with operational, formulary, and marketplace functionality, including tools for shipment, labeling, billing, and related workflows in connection with Pharmacy’s participation in Mochi telehealth platform and related provider network.
1.2 Technical Support. Subject to the terms hereof, Mochi will provide Pharmacy reasonable technical support services consistent with Mochi’s standard practices.
2. SECURITY REQUIREMENTS
2.1 User Accounts and Passwords. As part of the registration process, Pharmacy shall identify an administrative user and establish a password for Pharmacy’s Mochi account, subject to Mochi’s acceptance. Pharmacy agrees that Pharmacy and all authorized users shall implement and maintain passwords and other access credentials in accordance with Mochi’s then-current password standards, including, at a minimum: (a) use of unique credentials for each user; (b) passwords that are not easily guessable; and (c) prompt revocation of access rights upon termination or change of role. Mochi reserves the right to refuse registration of, or require the modification or cancellation of, credentials it determines, in its sole discretion, to be insecure or otherwise inappropriate.
2.2 Multi-Factor Authentication (“MFA”). If Mochi implements a multi-factor authentication system into the Mochi Software, Pharmacy shall cause all pharmacy users and administrators accessing the Services to authenticate using at least two independent factors. Mochi reserves the right to require prompt implementation of additional security measures as security standards evolve, and will monitor and log all access attempts to the Services.
2.3 Authorized Access and Credential Use. Pharmacy is responsible for ensuring that only duly authorized individuals are granted access to the Services. Pharmacy must prohibit credential sharing and promptly notify Mochi of any known or suspected unauthorized use or access, including any security incident, credential compromise, or PHI breach, within twenty-four (24) hours of discovery.
2.4 Additional Security Measures. Mochi may, in its sole discretion, require Pharmacy to implement further security procedures or controls consistent with prevailing industry standards and applicable regulatory requirements as such standards and requirements evolve.
2.5 Integration with Pharmacy Agreement. Pharmacy’s obligations under this Section 2 are in addition to, and not in lieu of, any confidentiality, security, or HIPAA-related obligations under the Pharmacy Agreement or the BAA.
3. INTELLECTUAL PROPERTY; DATA OWNERSHIP AND RESTRICTIONS
3.1 IP Ownership. Pharmacy acknowledges and agrees that Mochi retains all right, title, and interest in and to the Services and any related software, documentation, or technology provided or made available under these Terms, together with all improvements, enhancements, modifications, and derivative works thereto (whether or not created at the request or suggestion of Pharmacy), and all associated intellectual property rights. Except as expressly set forth herein, no rights or licenses are granted to Pharmacy with respect to the Services, software, or any intellectual property of Mochi, whether by implication, estoppel, or otherwise. Pharmacy’s right to access and use the Mochi Software is limited, non-exclusive, non-transferable, and provided solely for Pharmacy’s internal business use in connection with its performance under the Pharmacy Agreement.
3.2 Use Restrictions. Subject to the limited license granted herein, Pharmacy shall not, and shall not permit any third party to, directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any related software or documentation; (ii) modify, translate, or create derivative works based on the Services or any related software (except to the extent expressly permitted by Mochi or authorized within the Services); (iii) use the Services or any software for timesharing or service bureau purposes or otherwise for the benefit of any third party; or (iv) remove any proprietary notices or labels. Any distributed or installable software is licensed solely for Pharmacy’s internal use in connection with Pharmacy’s permitted use of the Services and only during the Term.
3.3 Pharmacy Data Ownership. Pharmacy shall own all right, title, and interest in and to Pharmacy data, including but not limited to all non-public information provided by Pharmacy in connection with the Services, and all data input or uploaded by Pharmacy or its authorized users in the course of obtaining the benefit of the Services (“Pharmacy Data”). To the extent any Pharmacy Data includes PHI subject to the HIPAA, all rights and obligations as to such PHI shall be governed by the BAA, which shall control in the event of any conflict. Notwithstanding the foregoing, Mochi shall have the right to collect and analyze information and data relating to the provision, use and performance of various aspects of the Services and related systems and technologies, including Pharmacy Data and data derived therefrom, and Mochi will be free (during and after the term hereof) to collect, use and analyze such information and data for the purpose of improving and enhancing the Services and for other development, internal business purposes, development of new features or offerings, marketing, and diagnostic and corrective purposes in connection with the Services and Mochi’s other offerings, provided that Mochi shall not disclose PHI or identifiable Pharmacy Data except as permitted herein or by the BAA. Mochi may create de-identified information in accordance with HIPAA and may use and disclose such de-identified information for any lawful business purpose.
3.4 Improvements. Mochi shall own and retain all right, title, and interest in and to (a) the Services and software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with implementation services or support, and (c) all intellectual property rights related to any of the foregoing. Any feedback, suggestions, or recommendations regarding Mochi’s Services or offerings provided by Pharmacy may be used by Mochi without restriction or obligation to Pharmacy, and Pharmacy hereby assigns all right, title, and interest in and to such feedback to Mochi.
4. Pharmacy PHI
4.1 Ownership of Data. Ownership and use of Pharmacy Data, including PHI, shall be as set forth in Section 3.3 and the BAA.
4.2 Mochi Use of Data. Upon expiration or termination of this Agreement, and subject to applicable law, Mochi shall provide Pharmacy with a copy of Pharmacy Data and any PHI in a mutually agreed, commonly used format. Unless otherwise required by law, or unless Pharmacy provides written instructions for alternate handling, Mochi shall securely delete and destroy all Pharmacy Data and PHI in its possession in accordance with HIPAA and applicable privacy laws. Mochi shall confirm such deletion and destruction to Pharmacy in writing upon request.
5. CONFIDENTIALITY
The Parties understand that during the course of the Agreement, each Party (the “Receiving Party”) may acquire knowledge of the other Party’s (the “Disclosing Party”) Confidential Information, as defined below, and shall keep such Confidential Information in strict confidence using the same degree of care as the Receiving Party uses to protect its own Confidential Information and to prevent unauthorized use or disclosure or a reasonable degree of care, whichever is greater (although compliance with this standard shall not be a defense to the breach of the Receiving Party’s obligations under this Agreement). Without limiting the generality of the foregoing obligation of the Receiving Party, the Receiving Party agrees that it will not use or exploit any Confidential Information of the Disclosing Party, nor disseminate, disclose or divulge, in whole or in part, any of the Disclosing Party’s Confidential Information to any Person without the prior written consent of the Disclosing Party; provided that the Receiving Party may share Confidential Information with its employees, Affiliates, directors, agents, and third-party contractors who need to know it to fulfill the Receiving Party’s obligations under this Agreement and who have agreed in writing to keep such information confidential subject to confidentiality obligations at least as restrictive as those contained in this Agreement and, if required by Applicable Law, have signed a business associate agreement. The Receiving Party’s duty to protect Confidential Information disclosed prior to termination of this Agreement will survive the expiration or termination of this Agreement indefinitely.
“Confidential Information” means any and all information and data of the Disclosing Party, its Affiliates, or a third party provided by the Disclosing Party concerning its business operations, sales pipeline, Pharmacies, suppliers, patient lists, patient files, personal information of its patients, PHI, end users, and employees, methods and strategies, know how, future products or plans, financial information or condition, pricing, programs, services, business practices, procedures, technology or prospects, in any form or medium whatsoever (including without limitation writings, drawings and electronically stored information and data), whether or not marked or labeled as “confidential”, including, without limitation: (a) business information and data of the Disclosing Party; (b) technical information and data or trade secrets of the Disclosing Party; (c) non-public intellectual property of the Disclosing Party (for example, inventions, discoveries, designs, methods, processes and ideas, whether or not patented or patentable), logos, trade secrets, trade names, trademarks, and service marks (whether or not registered), mask works, works of authorship (whether copyrighted or copyrightable); (d) the terms and conditions of this Agreement; and (e) all tangible manifestations (however embodied) of any of the information and data referred to in clauses (a), (b), (c) and (d) above (for example, computer software, firmware, scripts or objects, hardware, programmer’s notes, databases, manuals, training manuals and materials, memoranda, reports, drawings, sketches, flowcharts, models, prototypes, files, films, records, and forms).
Notwithstanding the foregoing, a Receiving Party’s obligations with respect to Confidential Information shall not apply with respect to any information (a) that is or becomes public through no fault of the Receiving Party, (b) that was known to the Receiving Party without restriction prior to disclosure by the Disclosing Party pursuant to this Agreement or any other prior written confidentiality agreement between the parties hereto, (c) that is acquired by or becomes known to the Receiving Party without restriction from a third party without use of, reliance on or reference to any of the Disclosing Party’s Confidential Information, or (d) to the extent that the Receiving Party is required to disclose pursuant to any judicial or governmental judgment, writ, decree, or order, so long as the Receiving Party provides prior notice to the Disclosing Party with a reasonable opportunity under the circumstances to seek appropriate protection of the Confidential Information.
The Parties agree that a breach of any provision of this Section will cause the Disclosing Party irreparable harm which cannot be adequately compensated by monetary relief. Accordingly, in the event of any such breach, the Disclosing Party can and will be entitled to seek equitable relief (including but not limited to temporary restraining orders, preliminary and/or permanent injunctions), in addition to any other remedies available at law or in equity, without the necessity of proving irreparable injury or actual damages and without the necessity of having to post a bond.
5.1 Return of Confidential Information. Within fifteen (15) days of the Disclosing Party’s written request, or within thirty (30) days after the expiration or termination of this Agreement, the Receiving Party shall, at its option, either (i) return to the Disclosing Party all Confidential Information (and all copies thereof), or (ii) certify the destruction of all such Confidential Information. However, the Receiving Party may retain (a) one (1) archival copy of such Confidential Information solely for its legal or compliance records or to ascertain its continuing obligations hereunder, and (b) electronic copies stored on automatic backup systems, provided that such copies are not readily accessible in the ordinary course of business and remain protected in accordance with this Section.
5.2 Defend Trade Secrets Act Notice. Pursuant to the Defend Trade Secrets Act of 2016, Pharmacy understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
6. WARRANTY DISCLAIMER
Mochi shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform any support or implementation services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Mochi or by third-party providers, or because of other causes beyond Mochi’s reasonable control. Mochi shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MOCHI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANY SUPPORT OR IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND MOCHI HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, MOCHI AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND MOCHI’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY PHARMCY TO MOCHI FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT MOCHI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING THE FOREGOING, THE ABOVE LIMITATIONS SHALL NOT APPLY TO: (I) LIABILITIES ARISING FROM MOCHI’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE; (II) LIABILITY FOR BREACH OF MOCHI’S CONFIDENTIALITY OR DATA SECURITY OBLIGATIONS UNDER THIS AGREEMENT OR THE BUSINESS ASSOCIATE AGREEMENT WITH RESPECT TO PHI; OR (III) LIABILITY THAT CANNOT BE LIMITED BY LAW.
8. INDEMNIFICATION
Mochi shall indemnify, defend, and hold harmless Pharmacy from any liability or expense (including reasonable attorneys’ fees) to third parties arising from a claim that the Services, as provided by Mochi, infringe any United States patent, copyright, or misappropriate a trade secret, provided that (a) Pharmacy promptly notifies Mochi in writing of any such threat, claim, or proceeding; (b) gives Mochi reasonable assistance and sole control over the defense and settlement (except that Mochi may not settle any claim without Pharmacy’s written consent unless it unconditionally releases Pharmacy from all liability). The above obligation does not apply to any portion of the Service: (i) not supplied by Mochi, (ii) made in whole or in part in accordance with Pharmacy specifications, (iii) that is modified after delivery by Mochi, (iv) combined with other products, processes, or materials where the alleged infringement relates to such combination, (v) where Pharmacy continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Pharmacy’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Service is held, or is likely to be held, infringing, Mochi may at its option and expense: (a) modify or replace the Service to be non-infringing, (b) obtain a license for Pharmacy’s continued use, or (c) if neither (a) nor (b) is commercially practicable, terminate this Agreement.
10. TERM & TERMINATION
10.1 Term. These Terms commence on the date Pharmacy first accesses or uses Mochi Software and remain in effect for so long as the Pharmacy Agreement remains active, unless terminated earlier as provided herein.
10.2 Termination. Mochi may suspend or terminate Pharmacy’s access to Mochi Software immediately upon notice if (a) required to do so by law or regulation, (b) Mochi determines such access poses a security, privacy, or compliance risk, or (c) the Pharmacy Agreement is terminated or expires.
10.3 Effect of Termination. Upon termination, Pharmacy shall immediately cease using the Mochi Software. Sections relating to confidentiality, data security, HIPAA compliance, limitation of liability, and indemnification shall survive termination. Data return and deletion will be handled per Section 4.2 and BAA.
11. Miscellaneous
11.1 Entire Agreement; Order of Precedence. These Terms, together with the Pharmacy Agreement and BAA, constitute the entire understanding with respect to the subject matter herein. In the event of a conflict between these Terms and the Pharmacy Agreement, the Pharmacy Agreement controls, except with respect to data-security, confidentiality, and HIPAA-related obligations, for which these Terms, and BAA, control.
11.3 Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party.
11.4 Modification. Mochi may update or modify these Terms from time to time. Notice of material changes will be provided by posting an updated version within the Mochi Software or by other reasonable means, such as email. Pharmacy’s continued access to or use of the Mochi Software after such notice constitutes acceptance of the modified Terms. If Pharmacy does not agree to the updated Terms, it must stop using the Mochi Software and may not access or use the Services thereafter.
11.5 Waiver. Any waiver of a Party’s rights or obligations under these Terms must be in writing and signed by the waiving Party. No waiver of any provision or default will constitute a continuing waiver or a waiver of any other provision, and all rights and remedies remain cumulative.
11.6 Severability. If any term is found by any court to be void or unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the date of its execution.
11.7 No Conflicts of Interest. Pharmacy warrants that it is not engaged in, and neither it nor any of its Affiliates, owners, officers, or directors has any direct or indirect ownership or management interest in, any telehealth or digital health platform that would reasonably be expected to compete with the Services offered by Mochi Health or create a conflict of interest with its obligations to Mochi Health under this Agreement. Pharmacy agrees that it shall promptly disclose in writing to Mochi Health any such interest or relationship that exists as of the Effective Date or arises or becomes known during the Term of this Agreement.
11.8 Notice. All notices required or permitted under this Agreement will be in writing and sent to the other Party as directed below or as otherwise directed in writing by either Party. All such notices will be deemed validly given upon receipt of such notice by certified mail with return receipt requested, Priority Mail with Delivery Confirmation, personal or courier delivery, or e-mail with read-receipt confirmation and sent to the addresses set forth in the signature page to this Agreement (as modified from time to time).
11.9 Governing Law and Venue. These Terms and any disputes hereunder will be governed by and construed in accordance with applicable federal law and the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require a different result, consistent with the governing law clause in the Pharmacy Agreement.
