Terms and Conditions

These Terms and Conditions (the “Terms”) are a binding agreement between TheoVex (“TheoVex,” the “Company,” “we,” “us,” or “our”), organized as [legal entity type and jurisdiction to be confirmed], and you (the “User,” “Customer,” or “you”).

These Terms govern your access to and use of the TheoVex Ecosystem, including: Theo (hitheo.ai), the AI orchestration engine and API; Theo Arca (hitheo.ai), our HIPAA-grade model platform; OpenCharts (opencharts.com), the AI super-app workspace; Theovibes (theovibes.com), compliant application generation; Theo Law (theolaw.ai), the legal back-office suite; Theomoney (theomoney.ai), insurance money movement and HSAs; Tomorrow Life (tomorrowlife.com), the life-insurance platform; Theo CRM (theocrm.app), the CRM, ERP, and practice-management OS; together with our parent site at theovex.com (collectively, the “Services”).

BY REGISTERING FOR AN ACCOUNT, CLICKING TO ACCEPT, OR ACCESSING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ACCEPT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND IT.

TheoVex provides an AI intelligence layer, tooling, and infrastructure for regulated industries. Different products may have additional product-specific terms, which supplement and, where they conflict, control over these Terms for that product.

TheoVex is a technology provider, not a healthcare provider, law firm, insurer, or financial advisor. The Services assist licensed professionals; they do not replace professional judgment.

• No Medical Advice: use of the Services does not create a provider-patient relationship and does not diagnose, prescribe, or treat.
• No Legal or Financial Advice: outputs from legal, insurance, or money-movement features are informational and are not legal, tax, or financial advice.
• Human in the Loop: AI-generated suggestions must be reviewed and approved by a qualified human before they are relied upon or acted on.

• Accurate Information: you agree to provide accurate registration information and keep it current.
• Credentials: you are responsible for safeguarding your credentials and for all activity under your account.
• Notification: you must notify us promptly of any unauthorized use or suspected security incident.

If you use the Services to process PHI as a Covered Entity or Business Associate under HIPAA, your use is subject to a Business Associate Agreement (BAA) with TheoVex, which is incorporated by reference. Where a BAA conflicts with these Terms regarding PHI, the BAA controls.

You represent that you have obtained all consents and authorizations required to input data into the Services and to direct the integrations you enable.

• Our IP: TheoVex retains all rights, title, and interest in the Services, our models, software, and brands, including Theo and Theo Arca.
• Feedback: if you provide feedback or suggestions, we may use them without restriction or obligation to you.

The Services integrate with third-party systems such as EMRs, carrier portals, ERPs, and payment providers. We do not control and are not responsible for third-party services, and your use of them is governed by their terms.

By enabling an integration, you authorize us to exchange data with that third party as you direct.

You agree not to:

• Use the Services for any unlawful purpose, including fraud, money laundering, or unauthorized access to data.
• Upload data you lack the rights or authorizations to process.
• Reverse engineer, decompile, or attempt to extract the underlying models or source, except as permitted by law.
• Scrape or harvest data through automated means outside your licensed API access.
• Use the Services to build a competing product, or to generate unsafe, infringing, or harmful content.

• Subscriptions: paid Services are billed on a subscription or usage basis as described at purchase.
• Taxes: you are responsible for applicable taxes, levies, and duties.
• Non-Refundable: unless required by law or stated otherwise, fees are non-refundable.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, THEOVEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI OUTPUTS WILL BE ACCURATE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THEOVEX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, DATA, OR GOODWILL. OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

You agree to defend, indemnify, and hold harmless TheoVex and its officers, directors, and employees from claims, liabilities, damages, and expenses (including reasonable legal fees) arising out of your use of the Services, your Customer Data, your violation of these Terms, or your violation of any law or third-party right.

We may suspend or terminate access to the Services for breach of these Terms, risk to security or compliance, or as required by law. Upon termination, your right to use the Services ends; provisions that by their nature should survive will survive, including ownership, disclaimers, limitations of liability, and dispute resolution.

• Governing Law: these Terms are governed by the laws of [governing jurisdiction to be confirmed], without regard to conflict-of-law principles.
• Venue: subject to arbitration below, the exclusive venue for disputes is [exclusive venue / courts to be confirmed].
• Arbitration: at our election, disputes may be resolved by final and binding arbitration under the rules of a recognized arbitration body.

CLASS-ACTION WAIVER: YOU AND THEOVEX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

We may offer experimental or beta features, including new autonomous-agent, voice, or connected-device capabilities. Beta features are provided for evaluation only, may change or be discontinued at any time, and are offered without warranty or liability for any resulting loss.

We may modify these Terms from time to time. Material changes will be reflected by updating the date below and, where appropriate, by additional notice. Continued use of the Services after an update constitutes acceptance of the revised Terms.

• Severability: if any provision is unenforceable, the remaining provisions stay in effect.
• Entire Agreement: these Terms and the Privacy Policy are the entire agreement between you and TheoVex regarding the Services, except for any product-specific or enterprise terms.
• Assignment: you may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

• TheoVex: Legal Department
• Address: [registered mailing address to be confirmed]
• Email: ariel@theovex.com