Muveya Terms of Service

These Terms of Service (the "Terms") constitute a contract between the party that accepts or uses the Service (the "Customer" or "you") and Woku SpA, a company incorporated in Chile, domiciled at Calle 120 39 Dp 14 B, Hualpén, Chile 4600150 ("Woku", "we" or "our"). Muveya is a product of Woku operated by Woku SpA; "Muveya" refers to the product and the Service, not to a separate company.

By creating an account, accepting electronically, using the Service, or allowing others to use it under your Tenant, you confirm that you have read and accept these Terms. If you act on behalf of a company or organization, you represent that you have authority to bind it.

1. Definitions

• AUP: the Acceptable Use Policy, that is, the acceptable-use rules set out in section 8 of these Terms.
• Clinic: an operational site of the Customer, such as a clinic or dental center, where supplies are received, stored, or used.
• Customer Data: catalog, stock, order, approval, custody, and count records, member data, Patient References, imported files, and any other material submitted, created, or managed by the Customer or its Users in the Service.
• DPA: the Data Processing Agreement incorporated pursuant to section 12.
• Patient Reference: an opaque code, taken by the Customer from its own systems, that links an order or a stock exit to a patient or a care event without identifying the person in Muveya.
• Pilot: the free early-access program for Muveya described in section 5.
• Plan: the Pilot, or a written agreement with Woku that defines the scope, any price, and the features of the Service.
• Service: Muveya's web console, its read-only API and MCP access with API keys, and related features.
• SLA: a service level agreement that establishes measurable availability or support commitments.
• Tenant: the Customer's isolated environment where Users, Clinics, Warehouses, and resources are managed.
• User: a person authorized by the Customer to use the console, API, or MCP.
• Warehouse: a place, within a Clinic or central to the Customer's organization, where stock is received, stored, or dispatched.

2. Eligibility and business use

You must be at least 18 years old and have the legal capacity to enter into contracts. Muveya is offered for business or professional use, not for personal, family, or household purposes. By accepting, you represent that you are contracting within the scope of a business or professional activity. You may not use the Service if the law prohibits it, if a competent authority restricts it, or if we previously suspended your access for a continuing violation.

If a mandatory consumer-protection rule applies to you, nothing in these Terms limits rights that cannot be waived by contract.

3. Account, Users, and security

You must provide complete information and keep it up to date. You are responsible for:

• maintaining the confidentiality of your access methods, API keys, and devices;
• authorizing only Users who need access to the Tenant;
• assigning appropriate roles, permissions, and Clinic access, and removing access when a person leaves your organization;
• notifying us immediately of any unauthorized use or possible compromise;
• all activity carried out by your Users, unless it results from a failure attributable to Woku.

You may not share an individual account, resell credentials, or circumvent access limits. We may request reasonable verification of identity, authority, or domain ownership.

4. The Service

Muveya lets dental clinics and dental networks manage their supplies, their stock, and the traceability of each movement across their sites. Depending on the Plan and the status of each feature, the Service may include:

• a catalog of items with presentations and commercial codes;
• an immutable stock ledger with receipts, consumption by destination, transfers, adjustments, and counts;
• minimum stock levels and stock alerts;
• internal orders with approval policies and separation of duties;
• custody of dispatch, delivery, and receipt between sites;
• reports and CSV imports and exports;
• members, roles, permissions, and access by Clinic;
• read-only API and MCP access with API keys.

We may improve, replace, or retire features, provided that we do not materially reduce a paid Plan during its current period without a legal, security, or third-party dependency reason. Beta, preview, or experimental features may change, fail, or be withdrawn and are not subject to availability commitments. The WhatsApp channel and artificial intelligence features are not part of the Pilot.

5. Pilot plan

During the Pilot, Muveya is offered free of charge to the Customers accepted into it, with no card and no payment processing. The scope, participants, duration, and any limits of the Pilot are those that Woku communicates to you in writing.

We may change or end the Pilot with at least 30 days' notice when the change is material, except in cases of legal, security, or abuse urgency. The Pilot does not include an SLA or guarantee uninterrupted capacity. Security or abuse controls may temporarily limit features without deleting Customer Data.

Paid Plans, if introduced, will be announced with prior notice and will apply to you only after your express acceptance.

6. Customer responsibilities

You are responsible for:

• having the rights and legal basis for the Customer Data and to instruct us to process it;
• keeping catalog, cost, stock, and count data accurate and up to date;
• assigning roles, permissions, and Clinic access appropriately;
• entering only opaque Patient References, never patient names, national identification numbers, diagnoses, or clinical histories;
• your clinical, purchasing, and regulatory traceability decisions;
• responding to requests and complaints from your staff and patients as the data controller;
• keeping backups of critical data that you need to retain outside the Service;
• complying with the laws, sector rules, and consumer rights applicable to your business.

7. Operational records and limits

Muveya records the operations that authorized Users enter and calculates stock from the ledger of those operations. The records are only as accurate as the data entered. Muveya does not verify physical stock, does not provide clinical, legal, or regulatory advice, and does not replace the records that the law requires you to keep.

You agree that:

• you will reconcile recorded stock with physical counts as your operation requires;
• the approval of an order authorizes it but does not prove that the stock exists;
• you will not use the Service as the sole basis for clinical decisions;
• toward your staff and patients, you are responsible for how you use the records.

Artificial intelligence features are not active in the Service. If they are introduced, they will not approve orders, move stock, or invent catalog data, and section 22 will apply before they become available.

8. Acceptable use

You may not use the Service to:

• infringe laws, sanctions, intellectual property rights, privacy, image, or publicity rights;
• store or distribute illegal, fraudulent, misleading, defamatory, abusive, discriminatory, exploitative, or harm-facilitating content;
• distribute malware, phishing, spam, stolen credentials, or malicious code;
• impersonate people or falsify who recorded an operation;
• enter identifying or clinical data about patients, sensitive data, or data of minors beyond the Patient References that the Service contemplates, without a prior written addendum from Woku, a valid legal basis, and appropriate controls;
• store passwords, secrets, authentication codes, or full payment card numbers;
• carry out unauthorized attacks, testing, or automated extraction;
• automate traffic or circumvent request limits or security controls;
• resell, sublicense, or exploit the Service unless a written agreement authorizes it.

These acceptable-use rules constitute our Acceptable Use Policy (AUP). We may investigate, limit, or suspend any use that reasonably puts people, customers, providers, or the Service at risk.

9. Customer Data

As between the parties, you retain all rights that you have in the Customer Data. You grant Woku and its subprocessors a worldwide, non-exclusive license, limited to the term of the Service and technically necessary, to:

• receive, copy, store, host, back up, and process the Customer Data;
• adapt the format or encoding of imported and exported files;
• display the Customer Data to authorized Users according to their permissions;
• protect, diagnose, and maintain the Service without using the Customer Data for incompatible purposes.

We do not use the Customer Data to train or fine-tune artificial intelligence models. This license ends when the Customer Data is deleted and the applicable technical and legal periods conclude.

You represent that you have the necessary rights, notices, consents, and legal bases. We may remove or block Customer Data in the event of a well-founded claim, legal obligation, or security risk, endeavoring to notify you when it is lawful to do so.

10. Generated Content

Muveya does not currently offer features that generate content with artificial intelligence. If such features are introduced, we will update these Terms in accordance with section 22 before they become available.

11. Ownership of Muveya and suggestions

Woku and its licensors retain all rights in the Service, software, interfaces, documentation, trademarks, designs, catalogs, data models, and underlying technology. These Terms do not transfer ownership of the Service.

We grant you a limited, revocable, non-exclusive, and non-transferable right to use the Service during the term and in accordance with the Plan. If you give us suggestions or feedback, we may use them without restriction or obligation to pay, without identifying you publicly without permission.

12. Privacy and data processing

The Privacy Policy explains the processing of data when Woku acts as controller. When we process Customer Data on your instructions and subject to data protection laws, the Data Processing Agreement is incorporated.

You are responsible for your relationship with your staff and patients. The DPA does not make Woku the controller of your purposes, notices, legal bases, or business decisions.

13. Third-party services

The Service relies on third parties, such as providers of cloud, identity, database, DNS, and email. You may also connect your own systems through API keys.

The use of a third-party service may be subject to its terms and policies. We do not control systems chosen directly by you and do not guarantee their continuity. We may replace providers while endeavoring to maintain a reasonably equivalent level of protection and functionality, in accordance with the DPA.

14. Fees

The Pilot is free. We do not collect payment methods or charge fees for the Service. Before any fee applies, we will publish the paid Plans and their terms with at least 30 days' notice, and no charge will apply without your express acceptance.

15. Availability, support, and operational changes

We work to keep the Service available and secure, but we do not offer an SLA during the Pilot or on any Plan except by a separate written agreement. Maintenance, incidents, the internet, DNS, cloud providers, attacks, and events beyond reasonable control may affect the Service.

General support is offered through [email protected]. Response times or special channels are binding only if they appear in a written agreement or support policy.

We may apply urgent changes, limits, or degradation to protect security, privacy, data integrity, or continuity of the Service.

15.1 General discontinuation

If we decide to permanently discontinue the entire Service, we will give at least 60 days' notice when reasonably possible and maintain a window during which you may request a copy of the Customer Data. That notice may be shorter if a legal prohibition, the immediate loss of an essential provider, or a serious security risk prevents continuation. Section 18 will govern the return and deletion of data.

16. Confidentiality

Each party will protect the other's non-public information with reasonable care and will use it only to provide or receive the Service. It may disclose it to personnel, advisors, and providers who need to know it and are subject to confidentiality, or when the law requires it. This obligation does not cover information that is public without breach, already lawfully known, lawfully received from a third party, or independently developed.

17. Suspension

We may suspend access in whole or in part if:

• there is a material breach of these Terms, including the AUP in section 8;
• there is a reasonable risk to people, security, other customers, providers, or infrastructure;
• the use threatens the infrastructure or the viability of the Service;
• an authority or essential provider requires it.

When reasonable, we will give notice and allow correction. We may act immediately in the event of urgency, illegality, fraud, abuse, or serious risk. We will limit the suspension to the necessary scope and time.

18. Termination and data

You may terminate these Terms by ceasing to use the Service and requesting the closure of your Tenant at [email protected]. We may terminate for a material breach not cured within a reasonable time, or immediately in the serious cases of the previous section.

Following a verified closure request:

• we will provide, on request, a copy of the Customer Data in a reasonably portable format, such as CSV or JSON. Muveya has no Tenant export feature: the only exports the Service performs by itself are the catalog CSV and the redacted analytics report, so a person at Woku extracts the rest by hand from the underlying database and agrees the scope and the delivery date with you in writing;
• we will delete the Customer Data from live systems, or anonymize it where you instruct or agree, in accordance with the Privacy Policy and the DPA. Muveya has no Tenant deletion feature either: that deletion is also carried out by hand, and Woku will confirm in writing when it is complete;
• we may retain records required by law, security, fraud, the defense of claims, or the traceability obligations that you communicate to us;
• backups of the production environment will be isolated from live systems, will not be used to serve traffic, and will be deleted as they rotate, in accordance with the schedule that the Privacy Policy will publish before that environment starts processing data.

The sections that by their nature must survive will remain in effect, including ownership, confidentiality, limitations, indemnity, and dispute resolution.

19. Warranties and disclaimers

To the maximum extent permitted by law, the Service is provided "as is" and "as available". Woku does not warrant that the Service will be uninterrupted or error-free, that every record will be accurate, or that it will meet a particular purpose.

We do not exclude warranties or liabilities that the law prohibits excluding. Nothing in these Terms replaces your duty to verify the information recorded in the Service.

20. Limitation of liability

To the maximum extent permitted by law:

1. neither party will be liable for indirect, incidental, special, or punitive damages, or for loss of profits, revenue, opportunities, business reputation, or data, except where the law does not allow them to be excluded;
2. Woku's total aggregate liability arising from the Service will not exceed the amount actually paid by the Customer for Muveya during the 12 months prior to the event that gave rise to the claim; while the Service is free of charge, that amount is zero, without prejudice to paragraph 3;
3. the limit does not apply to the extent that the law prohibits limiting liability, nor to willful misconduct, gross negligence, death or injury caused by negligence where applicable, fraud, or deliberate breach of confidentiality or intellectual property.

21. Indemnity

To the extent permitted by law and when you act for business purposes, you will defend and indemnify Woku against third-party claims arising from:

• the Customer Data or the lack of rights to process it, including patient data entered in breach of sections 6 or 8;
• your products, offers, claims, or relationship with your staff and patients;
• your breach of these Terms, including the AUP in section 8, or of the law;
• the use of the Service in a prohibited or high-risk activity.

Woku will notify you and allow you to reasonably control the defense, without accepting a settlement that imposes liability or an admission on Woku without our consent. This section does not obligate you with respect to a claim caused directly by a breach by Woku.

22. Changes to these Terms

We may update these Terms. For material changes, we will give at least 30 days' notice by email or within the Service, except in cases of legal or security urgency. If you do not accept, you may stop using the Service and request the closure of your Tenant before they take effect. Continued use constitutes acceptance where the law permits; we will request express acceptance when it is mandatory.

The current date and version will appear at the top.

23. Governing law and disputes

These Terms are governed by the laws of the Republic of Chile, without prejudice to mandatory rules applicable in your place of residence.

Before commencing any proceeding, the parties will attempt to resolve the dispute in good faith for 30 days from a written notice. If it is not resolved, it will be submitted to the ordinary courts of justice of Santiago de Chile, unless a mandatory rule grants the consumer another forum or right.

24. Communications

We may send you notices to the account email or within the Service. You must keep your contact information up to date.

• Support and Tenant closure: [email protected]
• Privacy and security: [email protected]
• Postal mail: Woku SpA, Calle 120 39 Dp 14 B, Hualpén, Chile 4600150

25. General provisions and entire agreement

You may not assign these Terms without our consent, except in a reorganization or a substantial sale of your business that does not benefit a competitor and whose successor accepts the agreement. Woku may assign them in a reorganization, merger, acquisition, or sale, notifying you where appropriate.

If a provision is invalid, it will be adjusted to the minimum necessary and the rest will remain in effect. Failure to exercise a right does not imply a waiver. The parties are independent contractors; these Terms do not create a partnership, agency, employment, or franchise.

These Terms (including the acceptable-use rules in section 8), any written agreement for the Pilot or a Plan, the Privacy Policy, and the DPA constitute the entire agreement regarding the Service. In the event of conflict:

1. the DPA prevails with respect to the processing of data on behalf of the Customer;
2. the written agreement for the Pilot or a Plan prevails on scope, participants, any price, and features;
3. these Terms prevail on all other matters.

Neither party will be liable for a delay caused by an event beyond its reasonable control, except for confidentiality or duties that the law does not allow to be suspended. The affected party will inform as soon as reasonably possible and will mitigate the impact.