Terms of service.
Effective Date: October 12, 2026.
Please read these Terms before accepting them. A person who clicks an acceptance control, signs an agreement incorporating these Terms, or completes an ordering process that clearly presents these Terms and requests agreement accepts them. If you accept for an organization, you must have authority to bind it. If you do not agree, do not create an account, purchase, or use restricted Services.
IMPORTANT: THE SERVICES PROVIDE EDUCATION AND TECHNOLOGY, NOT INDIVIDUALIZED MEDICAL CARE. AI OUTPUTS CAN BE WRONG. CLINICAL CONTENT REQUIRES APPROPRIATE HUMAN VALIDATION. SECTIONS 10, 27, 28, AND 29 ADDRESS RESPONSIBILITIES, WARRANTIES, INDEMNITIES, AND LIABILITY. SECTION 30 CONTAINS AN INDIVIDUAL ARBITRATION AGREEMENT FOR ELIGIBLE U.S. DISPUTES AND A 30-DAY CONSUMER OPT-OUT. MANDATORY CONSUMER RIGHTS ARE PRESERVED.
Contents
1. Agreement to Terms and Order of Precedence
2. Definitions
3. Services Covered
4. Enterprise, Institutional, Partner, and Consumer Use
5. Eligibility, Minors, Students, and Authority
6. Accounts, Workspaces, Administration, and Security
7. License to Use the Services
8. Customer Materials, User Content, Generated Content, and Ownership
9. AI, Automated Systems, Model Providers, and Generated Outputs
10. Learning, Professional, Regulated, and High-Risk Use
11. Certification Platform, Credential Issuance, and Public Verification
12. Fees, Payments, Revenue Share, Marketplace Commerce, and Payouts
13. Consumer Subscriptions, Trials, Promotions, and App Store Purchases
14. Taxes, Chargebacks, Refunds, and Billing Disputes
15. APIs, Developer Tools, Integrations, and Usage Limits
16. Beta Features, Future Products, and Product Changes
17. Acceptable Use, Platform Integrity, and Prohibited Conduct
18. Communities, Messaging, User-Generated Content, and Moderation
19. Privacy, Data Protection, Student Data, and Regulated Data
20. Security, Incident Reporting, and Vulnerability Disclosure
21. Confidentiality
22. Third-Party Services, Open Source, and External Platforms
23. Intellectual Property, Feedback, and Publicity
24. Enterprise Terms, Orders, Capacity, and Professional Services
25. Suspension, Termination, Business Continuity, and Content Portability
26. Export Controls, Sanctions, Anti-Corruption, and Legal Compliance
27. Warranties and Disclaimers
28. Indemnification
29. Limitation of Liability
30. Dispute Resolution, Arbitration, Class Action Waiver, and Governing Law
31. Notices, Changes to Terms, and Electronic Communications
32. Miscellaneous
33. Contact
Appendix A. Product-Specific Terms
Appendix B. Standard Commercial Terms and Billing Examples
Appendix C. Certification and Accredited-Education Integrity Rules
Appendix D. Acceptable Use and Reporting Rules
Appendix E. Learner Read-First Acknowledgment
McCoy Universe Inc. Terms of Service
These Terms of Service (the "Terms") govern access to and use of products, websites, applications, platforms, APIs, certification services, credential verification services, learning services, commerce features, support, professional services, and related offerings provided by McCoy Universe Inc. ("McCoy," "we," "us," or "our").
By accessing or using the Services, creating an account, accepting an Order, purchasing a subscription, buying or selling a certification, administering a workspace, issuing credentials, using an API key, clicking an acceptance button, or otherwise indicating acceptance, you agree to these Terms. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization, and "you" includes both you and that organization.
These Terms are written to cover both business-to-business and consumer uses. Some provisions apply only to Customers, administrators, creators, certification issuers, developers, or enterprise accounts, and some provisions apply only to individual consumers. Mandatory rights that apply to consumers under applicable law are not limited by these Terms.
1. Agreement to Terms and Order of Precedence
1.1 Agreement and applicable parties. These Terms form an agreement between McCoy and the person or organization accepting them. For a new relationship, they take effect when validly accepted through the process described above. For an existing relationship, a replacement version takes effect only after the notice, assent, and other steps required by Section 31, the existing agreement, and applicable law. The version date is not a representation that an existing agreement has already been amended. Provisions expressly directed to Customers, Consumers, Administrators, Issuers, or other identified roles apply only to those roles. An individual learner does not assume an organization's payment, clinical-validation, or business indemnity obligations merely by joining its course. Each party remains responsible for its own legally applicable duties.
1.2 Priority of documents. Mandatory law controls. A signed data processing agreement (“DPA”), business associate agreement (“BAA”), or legally required student-data agreement controls conflicting provisions concerning its specific data-processing subject matter. Otherwise, a signed master services agreement, enterprise agreement, school agreement, issuer agreement, or partnership agreement controls over conflicting provisions of these Terms for the parties and subject matter it covers, including any order of precedence specified in that agreement. An Order or statement of work identifies purchased scope, pricing, quantities, dates, and deliverables, but overrides a provision of a signed agreement only if it expressly identifies the departure and is signed by authorized representatives of both parties. A data agreement changes a negotiated liability allocation only through an express provision signed by both parties and to the extent lawful. Subject to that priority, separately accepted product-specific terms control over these Terms and their appendices, followed by incorporated operational policies and Documentation. FAQs, marketing materials, later invoices, and dashboard entries do not unilaterally change agreed purchases, prices, ownership, liability, or access rights.
1.3 Incorporation and versions. An agreement may incorporate these Terms by identifying their title, web location, and effective date or version. The public location is https://mccoy.org/terms-of-service. For a signed agreement incorporating a specified version, that version applies during its committed term unless the parties validly amend it. An online update alone does not amend a signed agreement or override negotiated terms. Where no version is specified, the version reasonably made available and accepted when the agreement is formed applies, subject to Section 31.
1.4 Orders and informed purchases. An Order may be a signed service agreement, order form, statement of work, accepted pricing addendum or enterprise quote, or clearly presented online checkout or in-product purchase confirmation incorporating these Terms. The applicable Order identifies the purchased products and bundles, subscription term, fees and rates, billing frequency, capacity, included Credit quantities, discounts, and any expressly agreed exceptions. An invoice, dashboard setting, or price page is an Order only to the extent the Customer affirmatively accepts the corresponding purchase or an existing agreement authorizes it. Material fees, renewal terms, limitations, and cancellation rules must be disclosed before acceptance. McCoy will make the accepted commercial terms available in a form the purchaser can retain. A change to a public offer does not by itself modify an existing Order. Silence does not authorize an undisclosed fee.
1.5 Policies and individual notices. Our Privacy Policy, available at https://mccoy.org/privacy-policy, describes personal-information practices. Applicable privacy notices, cookie choices, child or school consents, marketing permissions, and recurring-payment authorizations are separate from general acceptance of these Terms where separate notice or consent is required. These Terms do not create consent to every use of personal information described in a privacy notice.
2. Definitions
Access Channel means a means of entering a Tenant's learner experience, including Surface, the McCoy mobile app, and authorized embedded or integrated experiences. Using more than one Access Channel does not by itself create another Tenant or learner account.
Account means a registered user or organizational account used to access the Services, including associated authentication and profile settings.
Accredited Provider means the organization authorized by an applicable accrediting or credit-granting body to provide, approve, or designate an activity for accredited continuing education. McCoy is not an Accredited Provider merely because its technology is used in an activity.
Administrator means a person authorized to manage an Organization's Workspace, access permissions, content, billing, integrations, or program settings.
Affiliate means an entity controlling, controlled by, or under common control with another entity.
API means McCoy application programming interfaces, SDKs, webhooks, keys, connectors, developer tools, endpoints, and associated Documentation.
App Channel means a Customer's designated educational presence in the McCoy App, subject to available channel features, approved content, and the applicable Order. An App Channel describes that educational presence, not an Access Channel or a separate billing unit. A channel is not a guarantee of traffic, prominent placement, or sales.
Authorized User means a person or approved system authorized to access an applicable Workspace or Service, including learners, employees, contractors, administrators, instructors, reviewers, developers, and candidates.
Billing Period means a calendar month measured in Coordinated Universal Time (UTC), beginning at 00:00 on its first day and ending immediately before 00:00 on the first day of the next month, as described in Section 12.3, unless an accepted Order expressly provides otherwise.
Certification Platform or Verification Platform means the assessment, credential issuance, recordkeeping, status, renewal, and verification functionality, including verify.mccoy.org.
Clinical Reviewer means an identified person with qualifications, experience, and authority appropriate to the clinical subject matter and review assignment. A reviewer is not deemed qualified solely because the person administers a Workspace or holds a McCoy course-completion certificate.
Continuity Event and Covered Curriculum have the meanings in Sections 25.8 and 25.9, respectively. These concepts concern continued access to licensed educational materials, not transfer of McCoy's underlying technology.
Consumer means an individual acquiring or using Services primarily for personal, family, or household purposes, rather than in a business or professional capacity.
Credits means service-use units for specified Terminal curriculum-generation or related generation operations, as explained in Section 12. Purchased Credits are separately purchased units. Included Credits are units supplied as part of an annual organizational plan in the quantity identified in the applicable Order. The categories have the distinct treatment described in Section 12.10. Credits are distinct from academic or CME/CE credit, currency, and transferable financial instruments; their legal treatment depends on applicable law, not their label.
Customer-derived Content means Generated Content produced for a Customer from its supplied materials, prompts, or instructions, whether the inputs or underlying subject information are public or nonpublic. Customer-derived Content does not become McCoy Library Content merely because it concerns public information or general knowledge.
Customer Materials means source documents, content, prompts, syllabi, curricula, learning objectives, questions, rubrics, media, data, branding, records, instructions, and other materials submitted by or on behalf of a Customer. Personal information remains subject to applicable privacy rights regardless of intellectual-property ownership.
Documentation means technical and operational instructions made available for the Services. Documentation is not authority to add unaccepted charges or reduce negotiated rights.
Generated Content means curricula, lessons, media, exercises, assessments, explanations, feedback, recommendations, summaries, metadata, code, and other outputs generated, assembled, transformed, or suggested through AI or other automated functionality.
Issuer means the party identified as offering or issuing a credential, certificate, badge, completion record, or certification program. An Issuer is not necessarily an Accredited Provider.
McCoy Library Content means McCoy’s preexisting or independently created general educational library, excluding Customer-derived Content. A Customer’s access to or use of library content does not transfer ownership or create off-platform rights except as expressly provided in a separate accepted agreement.
Monthly Active Learner or MAU means a unique natural person who qualifies during a Billing Period under Section 12.5. Each person is counted once per Customer per Billing Period across the courses, accounts, devices, Workspaces, Tenants, and Access Channels covered by that Customer’s deployment. Registered users, followers, verification visitors, and Administrators are not automatically Monthly Active Learners.
Net Program Revenue means collected revenue less only the deductions specifically identified in an applicable signed commercial agreement. It has no default formula that authorizes undisclosed deductions.
Order means an accepted ordering document or process described in Section 1.4.
Organization means a Customer together with the people and permitted Affiliates participating in its authorized deployment.
Services means the McCoy offerings described in Section 3, as actually made available or purchased.
Surface means the learner-facing portal or experience used to access educational programs and related learner features.
Tenant means an organizational learning environment operated within the Services for a Customer. A Tenant may be accessed through multiple Access Channels. Separate Tenants within the same covered Customer deployment do not create separate active-learner charges for the same natural person during the same Billing Period. Separate Customer entities and independently resold deployments require an accepted Order identifying the responsible entity and billing scope.
Terminal means the authoring, generation, administration, review, deployment, monetization, analytics, and management platform.
User Content means posts, messages, comments, uploads, or other material submitted by an individual user, excluding content submitted solely as a Customer's authorized representative where the Customer holds the relevant rights.
Workspace means an organizational environment, project, learning portal, course space, community, channel, or issuer environment within the Services. Creating or using multiple Workspaces within a covered Customer deployment does not by itself create additional active-learner counts; counting is governed by Section 12.
3. Services Covered
3.1 Product ecosystem. These Terms cover Terminal; Surface; the McCoy App and App Channels; APIs and developer tools; McCoy websites, dashboards, and support; learning, assessment, and review systems; the Certification Platform; authorized communities; and approved marketplace or partner-commerce functionality. They also cover renamed, successor, white-label, embedded, or co-branded versions when presented under these Terms.
3.2 Available rather than promised features. Describing a capability in these Terms does not promise that it exists, is included in a plan, is enabled for a particular Customer, or is available in every jurisdiction. An Order and the disclosed product description identify purchased features. Roadmaps, demonstrations, examples, and early-access descriptions are not commitments to deliver future functionality unless expressly included in a signed Order.
3.3 Delivery and providers. Services may be hosted by McCoy or its contracted providers, embedded in another website, delivered through an authorized integration, or distributed through an app store. McCoy remains responsible for its contracted service obligations notwithstanding its use of subcontractors. Customer-selected external services are addressed separately in Section 22.
3.4 Regional and product restrictions. McCoy may decline or restrict a deployment where the necessary legal, privacy, child-safety, clinical, accessibility, security, or accreditation arrangements have not been established. Merely being able to reach a website does not establish authorization for a regulated deployment. Paid-service changes remain subject to Sections 16 and 25.
4. Enterprise, Institutional, Partner, and Consumer Use
4.1 Organizational responsibilities. Customers manage their authorized users, deployment settings, lawful instructions, source materials, appropriate notices, and program operation. They must identify a responsible Administrator and, where necessary, qualified educational or clinical reviewers. This responsibility does not relieve McCoy of its own creation, hosting, security, privacy, or contractual obligations.
4.2 Consumer relationship. A Consumer is responsible for their own account, lawful conduct, and authorized purchases. Organizational obligations do not apply simply because an individual accesses an organization-sponsored course. Mandatory consumer protections prevail over inconsistent language in an Order, seller policy, or these Terms.
4.3 Creators, partners, and sellers. A Customer offering programs to others is responsible for its own prices, product descriptions, lawful marketing, customer support, and promises to learners. The identity of the seller, Issuer, and Accredited Provider, if any, must be clear before purchase or participation. McCoy's responsibilities as an actual seller, contracting service provider, or payment recipient are not eliminated by describing itself as a technology platform.
4.4 Organization-managed information. Administrators may assign content, manage access, and see program-related activity and records to the extent disclosed and lawful. Organization membership does not give an Administrator unrestricted access to a learner's unrelated personal McCoy account, unrelated purchases, or other organizations' records. Customers must use authorized access for legitimate and disclosed purposes.
4.5 No unauthorized assurances. A Customer may not represent that McCoy endorses its products, practices medicine, guarantees outcomes, holds a particular accreditation, or approves its scientific claims without express written authorization and an accurate basis. Co-branding and availability in the App do not constitute such assurances.
5. Eligibility, Minors, Students, and Authority
5.1 Individual accounts. Self-service consumer accounts are intended for people at least 13 years old, subject to higher ages and consent requirements under local law. A minor who is not legally able to enter the agreement must use an appropriate parent-, guardian-, or institution-authorized arrangement. A child's click is not a substitute for legally required adult authorization or verifiable parental consent.
5.2 Approved child deployments. Children under 13 may use only a deployment specifically approved by McCoy for that age group after required privacy notices, appropriate consent or other legally permitted authorization, age-appropriate settings, and applicable school or parent arrangements are established. A Customer may not enable an ordinary adult Workspace for children merely by asserting that it has permission.
5.3 Shared legal duties; limited school authorization. McCoy retains obligations that apply to it as an operator or service provider under children's privacy and safety laws. Schools and Customers retain their own duties. Where school authorization may lawfully substitute for parental consent, that authorization is limited to the permitted educational purpose and does not authorize unrelated commercial profiling, advertising, or other secondary uses. McCoy will obtain or support any additional parental authorization required for a proposed use; a Customer warranty does not replace it.
5.4 Parents and guardians. Where McCoy provides a parent-authorized child service, it will provide required notices and procedures for parents to review information, revoke consent, request deletion, and control future collection, subject to lawful authentication and retention requirements. Required privacy choices must not be conditioned on unnecessary disclosure. Separate consent for advertising or nonessential third-party disclosure will be obtained where required; general acceptance is not that consent.
5.5 Safe account design. Minors may be restricted from direct messaging, public profiles, public credential pages, purchases, marketplace selling, adult material, and other features based on age, deployment, and legal requirements. Customers must not circumvent these safeguards. An age threshold in these Terms does not excuse McCoy from assessing actual child-directed use or actual knowledge of a user's age.
5.6 Authority and accurate information. A person accepting an organizational Order must be authorized to do so. Users must provide accurate account, eligibility, payment, and identity information where reasonably required, and must not impersonate another person. McCoy will not require unnecessary identity or sensitive information solely to use an educational feature.
6. Accounts, Workspaces, Administration, and Security
6.1 Credentials and access. Users must reasonably safeguard passwords, passkeys, devices, recovery methods, and authentication tokens. Customers must appropriately assign roles, remove obsolete access, protect integrations, and secure API keys. Users are not responsible for unauthorized activity to the extent caused by McCoy's breach of its obligations or otherwise protected by law.
6.2 Administrative authority. McCoy may rely on authenticated instructions from an authorized Administrator within that person's permissions, unless McCoy knows or reasonably should know the instruction is unauthorized. Customers must establish approval controls for publishing, billing changes, exports, clinical validation, and credential revocation. Administrative access does not itself establish clinical or accreditation authority.
6.3 Authentication. McCoy may require reasonable identity verification, multifactor authentication, domain verification, or other controls appropriate to risk. Individual credentials must not be shared. Approved service accounts and integrations must use appropriate dedicated credentials. Identity checks involving sensitive data are subject to Section 19.
6.4 Compromise and correction. Report suspected account compromise, unauthorized charges, data exposure, exam tampering, or misuse to support@mccoy.org. McCoy may use proportionate restrictions to protect affected systems and will provide recovery and review options when reasonably safe and lawful. A security restriction is not an automatic finding of misconduct.
6.5 Account records. Users should keep contact details current. McCoy may keep records of accepted terms, consents, orders, permissions, and material administrative actions as reasonably needed for service operation, disputes, compliance, and security, subject to applicable retention requirements and privacy rights.
7. License to Use the Services
7.1 Access license. Subject to these Terms, the applicable Order, and payment of disclosed charges, McCoy grants a limited, nonexclusive right to access and use the purchased Services during the applicable term for the authorized educational, business, creator, issuer, developer, or personal purpose. Customers may permit Authorized Users and distribute approved programs through authorized Surface and App Channel features. This permission does not transfer ownership of McCoy's software.
7.2 Limits and restrictions. Access is subject to disclosed plan capacity, lawful product restrictions, and technical safeguards. Material limits must be disclosed before purchase or validly changed under these Terms. McCoy may apply reasonable anti-abuse controls, but may not characterize ordinary purchased use as abuse merely to impose an undisclosed charge.
7.3 Content and technology are different rights. A license to use or export curriculum does not include source code, model weights, underlying platform databases, proprietary generation prompts, or a right to operate a copy of McCoy's platform. Completed course text, outlines, assessments, and other educational deliverables are not excluded from an otherwise authorized export merely because McCoy's technology created or structured them. Continuing content licenses and the separate right to obtain business-continuity exports are addressed in Sections 8 and 25; they are not automatically extinguished when authoring access ends.
7.4 Trials and promotions. A trial, scholarship, nonprofit waiver, pilot, or promotional license is governed by the offer actually accepted. No free offer converts to a paid obligation without the required disclosures and authorization. A claimed lifetime benefit must be defined in its offer and cannot be contradicted by an undisclosed limitation in these Terms.
8. Customer Materials, User Content, Generated Content, and Ownership
8.1 Retained ownership. Customers retain ownership of Customer Materials, and individual users retain rights in their User Content, subject to applicable employer, school, third-party, and data-protection rights. Submitting information does not transfer ownership of source documents, patient information, student records, likenesses, or trademarks to McCoy.
8.2 Service license to McCoy. You grant McCoy and its appropriately protected subcontractors a nonexclusive, worldwide permission to host, process, reproduce, adapt, translate, transmit, and display submitted materials and Customer-derived Content only as reasonably necessary to deliver, secure, support, evaluate the quality of, debug, and operationally improve the Services; implement authorized sharing; comply with law; and fulfill accepted surviving learner-access obligations. Permitted processing may include generation-time retrieval and embeddings, subject to lawful purposes, applicable instructions, confidentiality, and data-protection obligations. This permission does not authorize selling confidential materials, publishing private curriculum without authorization, or training or fine-tuning a reusable model without the separate affirmative opt-in required by Section 9.5.
8.3 Customer-derived curriculum. Customer retains its rights in Customer Materials, including its original additions and modifications. Upon delivery through the Services, McCoy assigns to Customer all legally existing and assignable rights McCoy holds in Customer-derived Content. Assignment is not conditional on payment; accrued fees and applicable suspension rights remain enforceable separately. Assignment excludes McCoy’s underlying technology, preexisting or independently created McCoy Library Content, general knowledge, and third-party rights. To the extent McCoy holds the necessary rights, McCoy grants Customer a nonexclusive license to McCoy material embedded in delivered Customer-derived Content solely as necessary to use, reproduce, adapt, and distribute that content, including through replacement hosting. This permission does not authorize extracting or separately exploiting standalone McCoy Library Content or protected technology. Customer ownership and these embedded permissions survive termination but do not promise export, migration, or continued hosting.
8.4 McCoy Library Content. McCoy and its licensors retain their rights in McCoy Library Content. Customer and its authorized learners may use that content through McCoy platforms during authorized access, including separately accepted and funded learner continuation under Section 25.6. Off-platform reproduction, adaptation, hosting, or distribution of standalone McCoy Library Content requires a separate accepted agreement. Customer-derived Content does not become McCoy Library Content merely because it concerns public information or general knowledge. Business-continuity exports under Section 25 do not include standalone McCoy Library Content unless a separate accepted agreement expressly provides otherwise. Previously granted rights remain subject to Section 31.5.
8.5 AI copyright limitations. Ownership and licensing provisions operate only to the extent enforceable rights exist. Purely machine-generated elements may not qualify for copyright protection; human contributions, selection, arrangement, source material, and other rights may be protectable. McCoy does not promise that all Generated Content is copyrightable, exclusive, original to one user, free of similar third-party output, or available for unrestricted exploitation. These limitations do not excuse McCoy's express obligations under Sections 27 and 28.
8.6 Individual learner licenses. A learner receives the access and personal educational-use rights disclosed for the particular purchase or program. Unless expressly permitted, a learner may not redistribute a paid course, confidential exam, or private Customer material. A permitted personal download may be retained for its licensed purpose; it does not convey a copyright assignment. Subscription access, one-time course access, and purchased downloads must be distinguished before purchase.
8.7 Publication and branding approval. Customer must approve deployment of content under its name or branding. For clinical content, qualified review and any applicable Accredited Provider approval are additional requirements, not replaced by branding approval. An ineligible commercial sponsor may review permissible administrative or branding matters but may not acquire educational control prohibited by accreditation standards. McCoy will not publicly release a Customer-branded program without the applicable authorization.
8.8 Materials supplied by users. A submitting party must hold necessary rights and give lawful, appropriately supported instructions. Customers are responsible for substantiating claims they supply about their products or services. A Customer is not deemed to have supplied McCoy-originated factual claims simply because it requested a topic. Customer approval does not eliminate McCoy's responsibility for its own negligent generation, misrepresentation, contractual breach, or unauthorized alteration.
8.9 Public sharing and removal. Sharing settings determine intended audiences but cannot prevent recipients from independently copying material. McCoy may remove or restrict unlawful or materially unsafe content using proportionate procedures under Sections 18 and 25. Content removal does not transfer ownership or authorize unrelated commercial use. Confidential clinical cases and identifiable student or patient information must not be placed in public areas.
8.10 Limited analytical use. McCoy may use genuinely aggregated or de-identified usage information for service measurement, reliability, security, and improvement where permitted by law and contract. McCoy will apply appropriate safeguards against re-identification and will not treat merely pseudonymized personal information as anonymous. Identifiable student, child, consumer-health, and confidential Customer information remains subject to its applicable restrictions.
9. AI, Automated Systems, Model Providers, and Generated Outputs
9.1 AI functionality and disclosure. Services may use language models, retrieval, image or media generation, adaptive learning, automated assessment, translation, recommendation, and other AI or automated tools. McCoy will provide disclosures required for the applicable feature, including notice when a user is interacting with AI rather than a person where required or where the distinction would otherwise be misleading. An AI character is not a licensed clinician, human instructor, or emergency responder.
9.2 Limitations. Outputs may contain factual errors, fabricated or mismatched citations, omissions, bias, inaccurate media, outdated information, or inappropriate inferences. Automated consensus, multiple-model agreement, confidence scores, or a completed QA workflow do not establish scientific truth or guarantee that every error has been detected. Source references must be checked against their actual underlying material before clinical or other consequential use.
9.3 Allocation of review. The standard Services provide self-service educational software and content-generation functionality. McCoy will use reasonable care in its content-generation processes to produce well-structured educational content and identify supporting sources where applicable. Human, expert, or clinical review and independent verification of sources or claims are not included unless separately agreed in writing. Customer has final publication approval and is responsible for evaluating suitability before publication or use and obtaining qualified review where appropriate or legally required. Where McCoy separately undertakes creation, review, or publication functions, it remains responsible for those express commitments. Customer approval does not waive McCoy’s obligations. Medical and accredited-review requirements remain governed by Section 10
9.4 Provider processing and model changes. McCoy may use contracted model providers and change technical components subject to its agreements, privacy commitments, and purchased functionality. Customer data must not be exposed to a provider on terms inconsistent with McCoy's applicable obligations. McCoy will not enable a model or system change in an accredited deployment in a way that bypasses required provider validation and approval.
9.5 Customer data and reusable-model training. Training or fine-tuning a reusable model on Customer Materials, Customer-derived Content, private learner submissions, or identifiable learner information requires separate affirmative opt-in and any legally required permissions, including when the proposed model is McCoy-specific rather than a general-purpose model. Permitted inference, generation-time retrieval, embeddings, quality evaluation, debugging, and operational improvement under Section 8.2 do not by themselves authorize reusable-model training. An optional training program must explain the information involved, purposes, recipients, choices, and retention before enrollment. McCoy must impose appropriate corresponding restrictions on its contracted providers. Student, child, health, and other protected information remains subject to applicable law and data agreements.
9.6 Consequential decisions. The Services must not be used as the sole decision-maker for patient care, school admission, employment selection, professional licensing, access to essential services, or similarly significant decisions. An ordinary practice quiz or recommendation does not authorize high-impact automated decision-making. A regulated deployment requires a separate approved scope, lawful basis, appropriate assessment, meaningful human oversight, notice, contest or review rights, and other controls applicable to the parties' actual roles.
9.7 Prohibited and restricted AI uses. Users must not deploy prohibited manipulative AI, unlawful discrimination, unauthorized biometric identification, or unlawful profiling. Inferring a learner's emotions from biometric data in an educational or workplace setting is not an authorized use of the Services. Users must not remove legally required synthetic-content disclosures or provenance controls, present AI as a real professional, or use intimate, child, or protected personal data to generate harmful impersonations.
9.8 Transparency and governance. Where legally applicable, McCoy will maintain required AI disclosures, technical information, output markings, and governance controls for its actual provider or deployer role. Customers must preserve supplied disclosures and satisfy duties applicable to their own deployment. Neither these Terms nor a product label substitutes for a required conformity assessment, impact assessment, human-oversight process, or regulator filing. Legal obligations apply according to their actual scope and effective dates.
9.9 Error reporting and content support. Report material inaccuracies, harmful outputs, questionable citations, or unexpected clinical recommendations to support@mccoy.org. McCoy will use best efforts to correct affected content reported through ordinary support and may label, restrict, or remove it where appropriate. Ongoing monitoring, review, and updating are not included unless separately agreed in writing. A successfully delivered draft does not entitle Customer to unlimited free regeneration, and this paragraph does not independently guarantee free reperformance. McCoy’s express obligations and remedies for an actual breach remain governed by Sections 25, 27, 28, and 29. A Customer identifying a material clinical risk must promptly notify McCoy and the relevant Accredited Provider, if any, and stop unsafe distribution pending review.
10. Learning, Professional, Regulated, and High-Risk Use
10.1 Educational purpose. Services support education, training, curriculum creation, assessment, and information delivery. They are not a substitute for qualified instruction, independent professional judgment, current authoritative sources, or the review required for a regulated activity. An educational purpose does not make inaccurate statements acceptable or authorize unlawful advertising or professional practice.
10.2 Medical and health information. Health, clinical, nursing, pharmacy, mental-health, wellness, peptide, pharmaceutical, and other medical material is general education, not individualized medical advice, diagnosis, prescribing, treatment, or a patient-specific care plan. Use does not establish a clinician-patient, therapist-client, pharmacist-patient, or other professional treatment relationship with McCoy. Do not use the Services to decide whether to start, stop, administer, compound, dose, combine, or obtain a treatment for an individual without appropriate licensed professional evaluation.
10.3 Clinical judgment and emergencies. Clinicians must independently evaluate patient circumstances, contraindications, interactions, current evidence, labeling, institutional policies, and applicable standards before acting. Learners should consult an appropriately licensed professional about personal health decisions and should not delay needed care because of content encountered here. The Services do not monitor emergencies. For an emergency, contact local emergency services; in the United States, call 911. These statements do not waive duties or liability that applicable law assigns to McCoy or another party.
10.4 Evidence, uncertainty, and claims. Medical science evolves. Content should identify material limitations, disputed findings, study quality, applicable population, conflicts, publication dates, and relevant regulatory status. Educational recommendations concerning patient care must have an appropriate scientific basis and must not present unsupported approaches as established safe or effective care. Disclaimers such as "education only," "not medical advice," or "research use only" do not excuse misleading claims, omissions, unlawful promotion, or deficient review.
10.5 Roles when content is supplied or generated. Customer is responsible for the rights, accuracy, substantiation, and regulatory claims of its supplied materials and directed claims; evaluating suitability before publication or use; obtaining qualified review where appropriate or legally required; and its own modifications, program claims, and distribution. McCoy is responsible for the reasonable-care generation standard and any additional sourcing, verification, review, or publication functions it expressly agrees in writing to perform. Human, expert, or clinical review and independent verification are not included merely because McCoy generates the curriculum. Content concerns and corrections are handled under Section 9.9, without limiting required safety action or remedies for breach. Responsibility is not determined solely by content ownership, branding, Customer approval, or a learner’s acknowledgment, and none of those circumstances waives McCoy’s express obligations or either party’s nonwaivable duties.
10.6 Qualified clinical review before deployment. Before clinical content is publicly deployed, assigned as clinical training, or used for accredited education, the responsible program operator must arrange review by qualified Clinical Reviewers and resolve identified material issues. If McCoy undertakes clinical review, it is responsible for that undertaking. If no qualified review arrangement is established, the material must remain an identified draft and must not be offered as validated clinical training. A disclaimer or Administrator checkbox cannot replace qualified review.
10.7 Fixed accredited materials. For fixed AI-assisted CME/CE materials, the Accredited Provider must ensure that appropriately qualified people review and approve the final learner-facing version before release. Review must address substantive recommendations, citations, scientific support, relevant bias, images, questions, explanations, and material translations. Appropriate evidence of review and approval must be maintained under the applicable provider arrangements and requirements. Material changes to approved clinical content require renewed review appropriate to the change before deployment.
10.8 Dynamic AI in accredited activities. Live AI tutoring, newly generated answers, adaptive clinical explanations, or other changing learner-facing AI are not covered solely by approval of a static course. They may be enabled in an accredited activity only under a documented provider-approved arrangement that includes pre-deployment clinical-scenario validation, a defined permitted scope, effective guardrails, named qualified clinical oversight with authority to intervene or stop the activity, clear learner disclosure, periodic monitoring, and revalidation when relevant models, prompts, source sets, or systems change. Without adequate controls, the AI interaction must not be offered as part of accredited education.
10.9 Accredited Provider authority and audit access. The Accredited Provider retains the responsibilities its accreditor places on it, including content validity, independence, credit designation, disclosures, required records, and oversight of AI interactions. McCoy will enable the oversight and access to relevant content, version history, and learner-interaction records reasonably needed for an approved deployment, subject to lawful privacy safeguards and the agreed retention arrangement. The Provider must be able to furnish required evidence to its accreditor. If the Provider is not a party to the Customer agreement, a separate provider arrangement must establish these rights and responsibilities before credit is offered. These Terms do not bind a nonsignatory provider to an indemnity or transfer its regulatory duties to McCoy.
10.10 Independence and commercial interests. Accredited education must remain appropriately separate from product promotion. A learner must not be required to encounter product-specific advertising to enter or engage in the accredited activity. Commercial support, relevant financial relationships, faculty eligibility, marketing permissions, and mitigation of conflicts must follow the applicable accreditation rules. A pharmaceutical, peptide, device, or other organization ineligible to control accredited content may not obtain prohibited editorial control by funding, supplying materials, sponsoring a channel, or signing a commercial agreement. The Accredited Provider determines the permissible relationship within its standards.
10.11 Peptides, drugs, compounding, and investigational products. Content must accurately distinguish an approved or cleared product and its approved uses from off-label uses of an approved product, investigational products, wholly unapproved products, and compounded preparations. A discussion of a drug class does not imply approval of every substance, formulation, supplier, or use. Where relevant, content must disclose that compounded drugs are not FDA-approved and identify material evidence and safety limitations. Regulatory status, permitted compounding, availability, advertising, and professional-practice rules must be checked for the particular product, activity, jurisdiction, and time. No generic contractual disclaimer authorizes prohibited manufacture, sale, prescribing, importation, promotion, or human experimentation.
10.12 Balanced education, not disguised promotion. Legitimate discussion of emerging or unapproved uses must be clearly identified and appropriately balanced. It may not disguise advertising as independent CME, omit material risks, invent citations, imply regulatory endorsement, or promote unsafe or inadequately supported interventions as established patient care. Customers must not use educational commerce to facilitate unlawful sales of regulated products. A certificate, accreditation statement, or McCoy-generated curriculum is not authorization to distribute a drug or practice a profession.
10.13 Program records, changes, and correction. Responsible parties must maintain appropriate evidence of content sources, review and approval, material corrections, and release history under the applicable provider arrangements and requirements. McCoy will preserve records within its agreed role and provide reasonable cooperation with authorized audits. The applicable provider agreement must establish retention requirements; the default Workspace deletion schedule must not silently override them. Material clinical errors require risk-based action, which may include pausing publication, correcting content, notifying the Provider and affected learners, and documenting the response.
10.14 Credit and non-accredited certificates. A completion certificate, skill badge, or McCoy-issued certificate is not accredited CME/CE unless the specific activity identifies the authorized Provider, applicable credit designation, eligibility, and requirements. Do not advertise credit while approval is merely planned or pending. Credit availability may depend on profession, jurisdiction, participation dates, assessment, evaluation, and other provider requirements. Verification of a certificate is not verification of regulatory approval or independent clinical competence.
10.15 Other regulated or high-risk education. Aviation, law, finance, engineering, employment, compliance, public safety, and other consequential content requires appropriately qualified review and compliance with the standards applicable to the intended use. Do not use the Services to control safety-critical equipment, make medical orders, replace mandatory professional supervision, or make other high-risk operational decisions unless a separate lawful and validated service expressly authorizes that function. A written permission alone cannot make an otherwise prohibited activity lawful.
10.16 Acknowledgments and responsibility. Learner-facing disclosures should be concise, prominent, and appropriate to the activity, in addition to these full Terms. Acceptance confirms notice, not infallibility of content, informed consent to treatment, or a release of every possible claim. Contractual responsibility, third-party indemnity, and limits on damages are separately addressed in Sections 27 through 29. Neither these Terms nor a Customer contract extinguishes independent rights held by patients, regulators, or other nonparties.
11. Certification Platform, Credential Issuance, and Public Verification
11.1 Program scope. The Certification Platform may support registration, assessments, eligibility checks, identity verification, scoring, completion records, issuance, renewal, expiration, revocation, status pages, and authorized reporting. The applicable program must identify the Issuer and explain material participation, credit, payment, accommodation, and appeal rules before they become relevant to a candidate.
11.2 Allocated responsibilities. The Issuer is responsible for the program criteria, claims, and decisions it controls. McCoy is responsible for technology, content, scoring implementation, or administration it undertakes. An Issuer is not automatically responsible for a defect introduced by McCoy, and an Issuer's use of the platform does not make McCoy a licensing board or accreditor. Accredited activities additionally follow Section 10.
11.3 McCoy-issued credentials. Where McCoy is identified as Issuer, it is responsible for its program rules and issuance decisions. Rules may be changed prospectively with appropriate notice, but McCoy will not misrepresent a valid earned credential or retroactively invalidate it merely because a commercial plan changes. Corrections for fraud, material scoring errors, legal requirements, or disclosed expiration rules remain permitted.
11.4 Verification scope and privacy. Verification confirms only the credential information and status displayed at the time checked. It is not a guarantee of current competence, licensure, identity beyond the checks actually performed, employment eligibility, or patient-care capability. Credentials are public by default through their verification link, and learners can make them private. McCoy will disclose the public default and the information displayed before issuance. Public display of a name, credential identifier, dates, and status remains subject to an appropriate lawful basis, any required authorization, and applicable privacy restrictions. Child, school, and sensitive credentials may require restricted verification. Public visibility does not itself mean inclusion in a searchable directory or authorize public indexing of a minor's information.
11.5 Integrity and review. Impersonation, cheating, unauthorized exam distribution, forged records, or tampering may result in proportionate action. Where reasonably safe and lawful, the affected person should receive the basis for an adverse decision and an opportunity for review. Good-faith complaints, legitimate accommodations, and lawful payment disputes are not misconduct. A billing dispute alone does not establish that a learner failed to earn an academic result.
11.6 Records and continuity. Credential records may be retained for legitimate verification, accreditation, legal, and integrity needs under an appropriate retention policy. Corrected, withdrawn, expired, and revoked credentials must be described accurately. End of a Customer's platform license does not automatically revoke earned credentials; continued hosting and access are subject to Section 25 and the applicable program. Third-party reliance must account for the displayed status and the limited scope of verification.
12. Fees, Payments, Revenue Share, Marketplace Commerce, and Payouts
12.1 Organizational plans and commercial terms. Organizational plans may provide access to Terminal, Surface, an App Channel, and other purchased Services as identified in the applicable Order. Plan names, product bundles, prices, capacity, included Credit quantities, billing frequency, discounts, and committed terms are specified in that Order rather than fixed by these Terms. Annual license charges, monthly active-learner usage charges, and optional Purchased Credits are distinct charge categories. Unless an accepted Order expressly provides otherwise, learner-usage charges are not prepaid or included in the annual license fee. Consumer purchases are governed by their own disclosed purchase terms.
12.2 Annual license and included allowance. For an annual organizational license, the applicable Order states the annual fee, purchased Services, approved capacity, and Included Credit allowance. The annual fee is payable in advance for the committed term even if no learner becomes active. Included Credits specified in the Order are granted at the start of each paid annual term, including a paid renewal, and are subject to Section 12.10. Separately purchased Credits are charged under their accepted purchase terms.
12.3 Monthly usage periods. Unless an accepted Order expressly provides otherwise, monthly active-learner usage is measured by calendar month in Coordinated Universal Time (UTC), beginning at 00:00 on the first day of the month and ending immediately before 00:00 on the first day of the next month. These Billing Periods are separate from the annual licensing anniversary. Usage is billed monthly in arrears at the rate disclosed and accepted in the applicable Order. Only qualifying activity while Customer-funded learner access operates is counted. Annual license fees, Included Credits, and Purchased Credits do not include or prepay learner usage unless an accepted Order expressly provides otherwise.
12.4 Annual grants and tier changes. The applicable Order identifies the selected annual tier, learner threshold, annual fees, Included Credit grants, and any authorized upgrade adjustment. Where the accepted Order authorizes a threshold-based upgrade, the first Billing Period in which Customer exceeds the lower-tier threshold during that annual term triggers a one-time adjustment equal to the full difference between the accepted annual tier prices, without proration or restarting the term. McCoy will notify Customer and separately identify the adjustment. Upon payment, McCoy adds the supplemental Included Credit grant specified in the Order; previously consumed Credits remain consumed, and the supplemental grant expires at the original term end. A later decrease in activity does not reverse the upgrade or create a downgrade refund. The current tier continues at renewal unless Customer requests a different eligible tier beforehand. Customer may select the lower tier when the most recent completed Billing Period is within its threshold and Customer reasonably expects to remain within it; the upgrade rule applies again in the new term. Thresholds measure unique Monthly Active Learners, not registered accounts or cumulative annual learners. An upgrade not already authorized requires acceptance before charging.
12.5 Meaning of Monthly Active Learner. Unless an accepted Order expressly provides otherwise, a Monthly Active Learner is a unique natural person who successfully and intentionally enters or resumes Customer’s authenticated learner-facing environment during a Billing Period, including through an existing authenticated session. No lesson activity, minimum time, assessment attempt, progress, or completion is required. The rule applies through Surface, Customer’s App Channel, and supported integrations. Registration, enrollment, following a channel, a purchase alone, general McCoy app entry without entering Customer’s learner environment, failed access, notification delivery, background or system activity, known unauthorized access, verification-only visits, and administrator-, author-, or reviewer-only use do not qualify. A person who also holds an administrative role qualifies when entering the environment as a learner.
12.6 Counting and billing. Each qualifying natural person counts once per Customer per Billing Period across all covered courses, accounts, devices, Workspaces, Tenants, Surface access, App Channel access, and supported integrations. Using multiple covered environments or accounts does not create additional counts for the same person. The accepted usage rate applies from the first Monthly Active Learner, separately from the annual license and Credits. The full monthly fee applies to any qualifying month, including a partial month, without daily proration. A person with no qualifying activity during the Billing Period incurs no active-learner charge. McCoy will correct reasonably established duplicate identities, erroneous counts, and verified unauthorized or system-generated activity. McCoy will provide reasonable usage counts and supporting information subject to privacy and security safeguards. Billing records are reviewable evidence, not conclusive proof.
12.7 What the license does and does not include. The organizational license provides the purchased Services and Included Credits identified in the applicable Order, together with standard administration, hosting, support, and available standard onboarding unless expressly agreed otherwise. The standard Services are self-service software. Custom labor, human or expert review, clinical validation, accreditation, bespoke integrations, migration, and other additional services require a separate written scope and accepted pricing or an express statement that they are included or waived. No exclusivity, discovery placement, traffic, enrollment, sales, educational outcome, or business outcome is promised. These Terms impose no separate seat, administrator, setup, hosting, standard support, certification, verification, API, token, model, or percentage-based charge merely because a feature is described here. Additional charges require an accepted commercial arrangement.
12.8 Optional additional Credits and consumption. Authorized purchasers may buy additional Purchased Credits at the quantity, price, taxes, and material restrictions disclosed and accepted at purchase. Prices may change prospectively, but existing balances are not cancelled or retroactively repriced. Credit consumption varies with complexity, settings, media, translations, revisions, and processing. Before an operation begins, McCoy will disclose a reasonable consumption estimate and the applicable consumption rules. Initiating the operation authorizes actual consumption under those rules rather than a guaranteed ceiling, unless an accepted offer expressly provides a ceiling. Estimated course or asset counts are illustrative, not guarantees. Initiating generation does not authorize additional Credit purchases or undisclosed charges, and an operation funded by Credits will not also incur an undisclosed token or generation fee. McCoy will distinguish Included and Purchased Credit balances and provide reasonable balance information. Standard Terminal Credits are for business or institutional generation use, not resale or use as a consumer payment instrument.
12.9 Credit authorization and failures. Credit purchases and automatic replenishment are not authorized merely by storing a payment method. Automatic replenishment requires a separate, affirmative authorization describing the trigger and amount and a way to disable it. McCoy may pause generation when the balance is insufficient instead of automatically buying Credits. Credits charged for an operation that fails because of a verified McCoy service error without delivering the charged result will be restored or otherwise appropriately credited. Disagreement with a successfully delivered draft does not automatically entitle Customer to unlimited regeneration, but statutory remedies and McCoy's express service obligations remain available.
12.10 Credit categories, rollover, and expiration. Purchased Credits have no scheduled expiration, carry forward from month to month and year to year, and are not forfeited merely because an annual license expires or is not renewed. Included Credits are annual plan benefits, not separately purchased balances; unused Included Credits expire at the end of the annual term for which granted and do not roll over, unless the accepted offer or mandatory law provides otherwise. Their expiration must be disclosed in the purchase or renewal flow. Existing grants retain any more favorable previously accepted terms. McCoy automatically uses valid Included Credits with the earliest expiration before Purchased Credits. Purchased Credits are used in purchase order. Terminal generation ordinarily requires an active license. Credits cannot be traded, pledged, used for payment to third parties, or redeemed for cash except where these Terms, the accepted offer, or applicable law provides otherwise. No dormancy or inactivity fee applies. Applicable prepaid-value, consumer-protection, cash-redemption, refund, and unclaimed-property requirements remain controlling. Describing Credits as plan benefits or business-use units does not remove applicable protections. Earlier purchases remain governed by their accepted terms unless validly amended, and successor obligations remain subject to Sections 31 and 32.
12.11 Annual payment and renewal. Annual license fees are payable in advance by the applicable service start date and each renewal date, and McCoy may defer activation until payment. An annual organizational license automatically renews for successive annual terms only when automatic renewal is disclosed and authorized through the accepted Order and applicable acceptance process; otherwise, renewal requires new acceptance. Customer may disable renewal through available controls or send written nonrenewal notice to support@mccoy.org any time before renewal takes effect. Nonrenewal preserves access through the paid term and does not cancel properly accrued usage or other authorized charges. Voluntary early termination is governed by Section 25.3. Active-learner charges accrue only for actual qualifying activity while Customer-funded access operates, except for a separately accepted extension.
12.12 Payment authorization and invoices. Acceptance of an Order authorizes McCoy to charge the designated payment method for the disclosed annual license fees and authorized renewals, actual qualifying learner usage, any expressly authorized threshold upgrade, and applicable taxes when due, subject to a separately agreed invoice-payment arrangement. Annual fees are payable in advance under Section 12.11. Monthly usage is invoiced in arrears, and an authorized upgrade adjustment may be invoiced promptly after it occurs. Undisputed usage and upgrade invoices are due within 30 days of invoice date unless a separately agreed payment schedule controls. Additional Credit purchases and automatic replenishment require the authorization described in Section 12.9. These Terms impose no default late-payment percentage or administrative penalty. Purchasers must maintain a valid authorized payment method, promptly identify good-faith billing disputes, and pay undisputed amounts when due.
12.13 Customer sales and separate commerce arrangements. Customer may lawfully sell its programs and credentials through its own seller and payment arrangements. No enterprise revenue share applies merely because McCoy licenses the platform, generates content, hosts programs, or provides an App Channel. McCoy is not automatically Customer’s merchant of record or collection agent. Marketplace monetization, payment collection, and other seller services require a separate accepted arrangement identifying the seller, pricing authority, processing and collection roles, refund and support responsibilities, tax allocation, permitted deductions, payout schedule, and any applicable fees or revenue share. App Channel access alone does not establish that arrangement. Customer’s promises to its learners do not independently extend McCoy’s service obligations beyond the accepted commitments described in Section 25.
12.14 Net revenue and accreditation costs. Any revenue split must specify whether it applies to gross receipts or Net Program Revenue and identify each permitted deduction. Accreditation costs are deducted before a split only when the applicable agreement says so. The same cost must not be deducted twice. A party may not reduce a payout using undefined "platform fees," general overhead, an undisclosed attribution rule, or a unilateral dashboard change. Any special nonprofit or accreditation partnership economics must be set out in the signed partnership agreement, not assumed to apply to all Customers.
12.15 Payout administration. Where McCoy is authorized to collect and remit seller proceeds, payouts follow the accepted commercial agreement and lawful processor requirements. Reasonable identity, tax, fraud, sanctions, refund, or chargeback checks may be required. Any reserve or hold must have a legitimate documented basis, be proportionate to the identifiable exposure, and be reviewed when that exposure changes. Subject to lawful confidentiality restrictions, McCoy will explain material holds and provide an accounting. Setoff is limited to documented amounts lawfully due under the applicable agreement; it must not silently change the agreed revenue split.
12.16 Processors, currency, and fees. Checkout or the applicable agreement will identify the payment arrangements reasonably necessary for the purchase. Third-party bank, app-store, or currency-conversion charges may apply under the purchaser's separate relationship with that provider, but McCoy may not use this paragraph to impose its own undisclosed surcharge. The applicable Order identifies the currency for organizational fees. McCoy remains responsible for its own collection errors, instructions, and contractual obligations.
12.17 Prospective price changes. Accepted annual license fees and active-learner rates remain fixed during the committed annual term, subject to separately accepted amendments and upgrades already authorized under Section 12.4. Changes to those rates for a future renewal require at least 60 days’ direct advance notice and any longer notice required by law; otherwise, the existing rates continue for that renewal. Additional notices within statutory windows will be provided where required. Prices for future optional Credit purchases may change prospectively, but accepted purchases and existing balances remain governed by their accepted terms. A pricing-page update alone does not amend an existing agreement or authorize a new charge. Appendix B explains the billing method without establishing product prices.
13. Consumer Subscriptions, Trials, Promotions, and App Store Purchases
13.1 Purchase-specific disclosure. Consumer offerings may include app subscriptions, individual courses, premium features, digital content, or certification purchases. Their seller, price, billing frequency, duration, included content, access limits, and cancellation and refund rules must be clearly presented before purchase. The organizational license fees in Section 12 do not automatically apply to individual learners. A course purchase does not silently enroll the learner in a subscription.
13.2 Recurring-payment consent. Automatic renewal, a continuous service, a trial-to-paid conversion, or another negative-option feature requires clear advance disclosure and the affirmative consent required by law. The disclosure must identify the recurring amount or calculation, frequency, trial end, renewal or conversion date, and cancellation method. McCoy will provide a retainable acknowledgment of the applicable terms and keep legally required consent records. For covered California contracts, verification of affirmative consent will be retained for at least three years or one year after the contract ends, whichever is longer. Acceptance of general Terms without the required renewal disclosure and consent is not authorization for recurring charges. Silence, an unchecked box, and use of an unrelated free feature are not affirmative purchase authorization.
13.3 Cancellation. A McCoy-billed online subscription may be canceled through an accessible online billing or cancellation control. Contact support@mccoy.org if access is unavailable or assistance is needed. McCoy will not require an unnecessary telephone call, obstruct cancellation with mandatory retention steps, or impose a cancellation charge not lawfully disclosed. Required same-medium cancellation and alternate authentication options will be provided where applicable. Cancellation stops future renewal charges; access generally continues through the paid period unless the user requests earlier closure or law requires another result. Deleting an app does not itself notify McCoy or an app store to cancel billing.
13.4 Reminders and changes. McCoy will provide renewal, trial-conversion, annual-reminder, price-change, and material-change notices as required by applicable law. For covered California consumer contracts, this includes the required annual reminder; notice 15 to 45 days before renewal of an initial term of at least one year; the applicable 3-to-21-day notice for covered trials or promotional periods longer than 31 days; and notice 7 to 30 days before a fee change takes effect. Where different notices overlap, McCoy will provide the notices applicable to the offer. A longer general notice does not replace an additional notice required within a statutory window.
13.5 Trials and promotional offers. Trial duration, eligibility, the post-trial price, automatic-conversion terms if any, and cancellation procedures must be stated when the offer is accepted. A free benefit is not a guarantee of permanent access to all future products. McCoy may address fraudulent or duplicate trial use proportionately, without retroactively charging an unauthorized fee.
13.6 App-store purchases. Purchases billed by Apple, Google, or another app store are managed through that store's billing and cancellation system to the extent the store controls them. Store terms do not eliminate mandatory consumer rights or McCoy's own service obligations. McCoy will reasonably assist users in identifying the appropriate channel for a billing or refund request and will not represent that it can issue a refund it does not control.
13.7 Apple terms. For an Apple-distributed application, the agreement for the app is between McCoy and the user, not Apple. The app license is for use on Apple-branded devices the user owns or controls, subject to applicable Apple usage and family-sharing rules. McCoy, not Apple, is responsible for app support, its applicable warranties, product claims, legal compliance, and intellectual-property claims concerning the app, subject to law. Where an applicable warranty fails, the user may notify Apple and Apple may refund the app purchase price; Apple has no further warranty obligation to the extent legally permitted. Apple and its subsidiaries are third-party beneficiaries entitled to enforce the applicable app-license terms. Other applicable third-party usage terms must also be respected.
13.8 Digital licenses and purchases. Unless a purchase expressly transfers specified ownership rights, a digital course, theme, collectible, certificate asset, or similar digital item is licensed for the stated use and duration, not sold as ownership of underlying intellectual property. Material revocation, availability, transfer, and download restrictions must be disclosed before purchase. Where law requires a separate acknowledgment or conspicuous statement concerning a digital license, McCoy will provide it in the purchase process rather than rely solely on this paragraph. A genuinely authorized permanent offline copy is treated according to its disclosed license; the word "purchase" does not authorize arbitrary removal.
13.9 EEA and UK withdrawal rights. Where a Consumer has a statutory withdrawal period, generally 14 days for qualifying distance contracts, McCoy will provide the required information and withdrawal procedure. Beginning supply of digital content not supplied on a tangible medium removes a withdrawal right only when all applicable conditions are met, including prior express consent to early supply, acknowledgment of the consequence, and required confirmation. For ongoing digital or other services, requesting an early start does not automatically eliminate the entire withdrawal right; any proportionate charge or loss of the right after full performance depends on the applicable legal conditions. Statutory remedies for defective, misdescribed, or nonconforming content or services remain available.
14. Taxes, Chargebacks, Refunds, and Billing Disputes
14.1 Taxes and total price. McCoy will disclose and collect applicable transaction taxes where required. Displayed Consumer prices will include mandatory charges and taxes where applicable law requires inclusive pricing. Organizational prices may exclude properly disclosed taxes, but the Customer is not responsible for taxes on McCoy's net income. Tax exemption requires appropriate documentation. No tax provision authorizes an undisclosed platform fee.
14.2 Tax and payout information. A seller receiving payouts must provide accurate documentation reasonably required for lawful tax reporting, withholding, or payment verification. McCoy will use that information for legitimate processing and compliance purposes subject to appropriate privacy controls. Tax responsibility follows applicable law and the accepted commercial agreement, not a blanket transfer of all obligations to the seller.
14.3 General refund rule. Except as stated in an accepted offer, these Terms, or mandatory law, properly authorized annual fees and completed monthly usage charges are not refundable merely because the purchaser stops using an available conforming service. Unused prepaid periods may be refundable for McCoy's uncured material breach, qualifying discontinuation, or other circumstances described in Sections 25 and 27. McCoy will refund unauthorized or erroneous charges for which it is responsible. Statutory cancellation, cooling-off, digital-content, warranty, and payment-dispute rights are not waived.
14.4 Credits and unavailable services. For business or institutional purchases, Purchased Credits are nonrefundable except as required by applicable law or expressly provided in an accepted offer. Nonrenewal, termination, or service discontinuation does not by itself create an additional contractual refund entitlement for those Purchased Credits; surviving balances remain governed by Section 12.10. For a Consumer purchase of Credits, if offered, McCoy will refund unused Purchased Credits at the amount actually paid for the remaining units if McCoy permanently discontinues the applicable generation service without a substantially equivalent way to use the balance or ends a nonbreaching Consumer’s access without a lawful use alternative, including any required tax adjustment. Included Credits have no separate cash value, without limiting refunds owed for the associated license or legally protected balances. Credit restoration for failed generation is governed by Section 12.9. Mandatory refund, cash-redemption, and unclaimed-property rules remain controlling.
14.5 Courses and certifications. Before payment, a program must disclose material cancellation deadlines, attempt limits, expiration dates, and refund conditions. Starting an exam or receiving content may affect a discretionary refund policy but does not eliminate mandatory rights. A learner who does not satisfy clearly disclosed academic or credit requirements is not entitled to a credential merely because a fee was paid.
14.6 Marketplace purchases. The identified seller's lawful refund policy and the marketplace agreement determine operational responsibility for a third-party sale. A seller cannot impose narrower rights than mandatory law allows. McCoy remains responsible for obligations that attach to it as an actual seller or payment contracting party. Any deduction from seller proceeds for a refund, chargeback, or processor fee must be authorized and accurately accounted for.
14.7 Good-faith disputes. Users may raise legitimate billing disputes, contact a payment provider, or exercise statutory chargeback rights. Fraudulent disputes, duplicate recovery, and intentional misrepresentations are prohibited. McCoy may address a failed payment or genuine fraud risk proportionately but will not punish a good-faith complaint by falsely changing academic performance, suppressing a lawful review, or demanding waiver of statutory rights.
14.8 Reporting and correction. Customers must raise good-faith invoice disputes promptly, ordinarily within 30 days after the invoice date, and provide information reasonably needed to identify the disputed charge. Consumers should report suspected billing errors promptly, preferably within 60 days. Neither requested period waives otherwise valid claims, shortens a statutory deadline, or deems an erroneous charge accepted by silence. The parties will cooperate to resolve supported disputes, and McCoy will correct verified billing errors through appropriate credits or refunds. Undisputed amounts remain payable when due. Suspension for overdue undisputed fees is governed by Section 25.1, and a good-faith billing dispute alone is not fraud.
15. APIs, Developer Tools, Integrations, and Usage Limits
15.1 Authorized scope. API access is available only where included or separately enabled under an accepted Order. Unless expressly agreed otherwise, included APIs are supported administration and learner-management APIs; content-delivery and content-export API access are not included. API use remains subject to authentication, Documentation, disclosed technical limits, lawful data permissions, and these Terms. No particular endpoint, API version, custom integration, or API-specific service level is guaranteed unless separately agreed. The existence or use of an included API does not create a separate per-call charge, and any additional API service requires accepted scope and pricing under Section 12.7.
15.2 Security and end users. Developers must protect API keys, minimize permissions, segregate Customers’ data, authenticate their users, and prevent unauthorized access. Authorized Users must receive conspicuous access to applicable user terms and accept them through a valid process before restricted use. McCoy provides the acceptance mechanism in interfaces it controls; Customer must implement or preserve it in interfaces it controls. Each party must retain appropriate acceptance evidence for its process and provide the privacy, educational, AI, credential, purchase, parental, and other notices or permissions applicable to its role. Embedding McCoy does not eliminate clinical-review requirements, accreditation approval, consumer rights, or legally required consent.
15.3 Integrations and permitted use. Customer is responsible for its selected integrations, configuration, access controls, lawful instructions, and required permissions. Customer and its developers must preserve learner identity and usage information reasonably necessary for billing and must not share learner credentials, suppress usage records, conceal qualifying activity, or bypass applicable access, payment, or safety controls. McCoy may reasonably verify integration usage on notice without obtaining unrelated financial information, privileged information, or unnecessary personal information. Developers must not exfiltrate data, misrepresent credentials, or expose unvalidated clinical output as approved accredited education. Applicable open-source and legally protected interoperability rights remain preserved.
15.4 Technical limits. Reasonable rate, concurrency, file-size, security, and anti-abuse limits may be applied and explained through Documentation. McCoy may throttle or queue excessive requests to protect service integrity. A technical limit does not permit charging an undisclosed overage or materially reducing paid functionality without the protections in Section 16.
15.5 Changes and deprecation. McCoy will provide reasonable advance notice of material API deprecation or breaking changes when practicable and a reasonable migration opportunity for paid integrations. Urgent security, legal, or reliability changes may be immediate. Accredited integrations must undergo any required revalidation; continued endpoint availability is not proof of clinical approval.
16. Beta Features, Future Products, and Product Changes
16.1 Beta use. Features clearly identified as beta, preview, pilot, experimental, or early access may be incomplete, unstable, or withdrawn under the accepted offer. They are for the disclosed evaluation scope and must not be used for live clinical decision-making or accredited education without the required separate approval and controls. A beta label does not excuse fraud, unlawful data practices, or nonwaivable duties.
16.2 Changes to paid services. McCoy may modify the Services and change technical components or providers, subject to its express commitments and applicable data protections. If McCoy materially reduces purchased core functionality during a committed paid term without a substantially equivalent alternative, or permanently discontinues the affected paid core Services, Customer may terminate the affected Services and receive a prorated refund of unused prepaid license fees. Other applicable refunds and financial consequences are governed by Section 25.4, and Purchased Credits remain governed by Section 14.4. Necessary legal, security, or safety restrictions may be applied promptly, but do not eliminate applicable contractual remedies or mandatory Consumer rights.
16.3 New products and separate consent. These Terms can govern a new product when it is offered under them, but do not automatically authorize its price, additional personal-information processing, child access, or regulated use. McCoy must provide any additional notice, agreement, or consent required for that feature.
16.4 Availability and dependencies. Third-party models, hosting, payment systems, and app stores may affect availability. McCoy will take reasonable steps within its control to perform its commitments and mitigate material disruption. A subcontractor's involvement does not automatically exclude McCoy's responsibility for an agreed service.
17. Acceptable Use, Platform Integrity, and Prohibited Conduct
17.1 Lawful and authorized use. Users must comply with laws applicable to their conduct and must not access another person's Account, Workspace, records, examinations, payment information, or system without authorization. Users must not upload malware; conduct phishing, fraud, extortion, or unlawful surveillance; bypass access controls; overload systems; or knowingly assist such conduct.
17.2 Rights and safety. Users must not infringe intellectual-property, privacy, publicity, confidentiality, or other rights; distribute unlawful exploitation material; threaten or harass people; publish nonconsensual intimate imagery; sexually exploit children; or promote unlawful sales or dangerous illegal conduct. Lawful professional medical education is not prohibited solely because it discusses anatomy, injury, sexuality, or disease, but it must use appropriate permissions, audiences, and safeguards.
17.3 Educational integrity. Users must not impersonate learners or clinicians, forge certificates, falsify clinical review, fabricate citations, cheat on protected assessments, sell exam answers, or misrepresent accreditation, evidence, outcomes, qualifications, or regulatory approval. Unsupported health-product marketing and disguised promotional CME are prohibited.
17.4 Platform and intellectual-property restrictions. Except as law or an accepted license permits, users must not reverse engineer restricted software, bulk extract protected catalogs, resell unauthorized platform access, or reproduce McCoy's proprietary software or confidential evaluation materials. This does not prohibit lawful criticism, fair use, independent research protected by law, authorized educational reuse, accessibility tools, or rights granted by open-source licenses. Commercial benchmarking that would expose confidential security, exam, or Customer data requires authorization.
17.5 No coercive restrictions. Nothing in these Terms prohibits an honest consumer review, a good-faith safety or legal report, a protected whistleblower disclosure, or communication with regulators, law enforcement, or counsel. A Customer may not use McCoy to impose unlawful non-disparagement terms or penalize the exercise of legal rights.
17.6 Enforcement. McCoy may investigate and apply proportionate limits, content removal, suspension, or termination under Sections 18 and 25. Measures must account for the nature, seriousness, context, repeat conduct, legal requirements, and reasonably foreseeable impact. Appendix D explains reporting routes.
18. Communities, Messaging, User-Generated Content, and Moderation
18.1 Community participation. Enabled community features may include posts, discussions, comments, profiles, reviews, leaderboards, and messaging. Users are responsible for their own submissions and must respect audience restrictions. Administrators may establish additional lawful community rules that do not contradict these Terms or statutory rights.
18.2 Content review and decisions. McCoy may use user reports, trained personnel, and automated detection or prioritization tools to identify possible violations. Automated flags are not necessarily final findings. McCoy will provide reasons, human review opportunities, internal complaint procedures, and external redress information when required by applicable law, including requirements applicable to a covered EU hosting or online-platform service. Emergency restrictions may precede notice when necessary to protect people, security, or an investigation.
18.3 Reports and appeals. Reports may be sent to support@mccoy.org or an available in-product reporting control. Include the content location, the concern, and information reasonably needed to evaluate it. McCoy may request proportionate clarification but will not impose unnecessary barriers to legally protected reports. Affected users may request review through the same contact unless another required process is identified. Reporting in bad faith to harass others or suppress lawful speech is prohibited.
18.4 Nonconsensual intimate imagery. Requests concerning nonconsensual intimate depictions, including qualifying synthetic depictions, may be submitted without an Account to support@mccoy.org with the subject "Urgent intimate image removal," or through an available reporting form. A depicted individual or authorized representative should provide a signature, contact information, enough information to locate the material, and a good-faith statement that it was published without consent. Where the TAKE IT DOWN Act applies, McCoy will remove qualifying material within 48 hours after a valid request and make the legally required reasonable efforts concerning known identical copies. A police report or court order is not a prerequisite where the law does not require one. Other unlawful or urgent harms may warrant faster action.
18.5 Child safety and AI interactions. McCoy may limit contact, public visibility, and recommendations for minors and prohibit features or interactions inconsistent with child-safety law. AI must not be presented as a real human friend, therapist, or emergency service. Any feature subject to special chatbot or minor-safety requirements must implement the applicable disclosures, reminders, protective responses, reporting, and oversight before being offered within that regulated scope. An educational label does not exempt a feature from laws that apply to its actual functions.
18.6 Recommendations and advertising. Where required, the applicable interface or transparency notice will explain the main parameters used to rank or recommend content, available user controls, and whether a placement is advertising. Sponsored placements must be identified. Advertising and recommendations must comply with applicable restrictions concerning minors, sensitive information, discrimination, and accredited education. These Terms are not consent to behavioral advertising.
18.7 No universal monitoring guarantee. McCoy does not guarantee that all third-party content is reviewed before posting or that no harmful content will appear. This statement does not limit specific statutory duties, agreed moderation services, McCoy's own content responsibilities, or required action after notice. McCoy may preserve evidence and make lawful reports while respecting applicable privacy and confidentiality obligations.
19. Privacy, Data Protection, Student Data, and Regulated Data
19.1 Applicable notices and roles. Personal-information practices are described in the Privacy Policy and applicable supplemental notices. McCoy may act as an independent controller or business for its direct account relationship and as a processor or service provider for specified Customer-directed processing. Roles depend on actual purposes and conduct, not merely a contractual label. Neither party may instruct the other to violate privacy law.
19.2 Required data agreements. Where law requires a DPA, service-provider or contractor terms, school-data agreement, transfer mechanism, or BAA, it must be established before the relevant regulated processing begins. Such agreements must address the actual services, purposes, categories, instructions, safeguards, subprocessors, assistance, retention, and other mandatory terms. A generic acceptance of these Terms is not a substitute for an agreement that must contain deployment-specific information.
19.3 Customer instructions and McCoy duties. Customer must establish lawful instructions, provide its required notices, and obtain consent or another lawful basis when needed. McCoy must independently meet duties applicable to its own processing and service-provider role. McCoy will process restricted Customer personal information only for authorized and legally permitted purposes and will not treat a Customer warranty as permission for otherwise prohibited sale, sharing, advertising, or unrelated AI training.
19.4 Student records and children. School deployments must comply with applicable FERPA, COPPA, PPRA, state student-privacy, and other education requirements. Where the FERPA school-official exception is used, the arrangement must satisfy its applicable control, purpose, use, and redisclosure conditions. McCoy retains its own obligations, including restrictions applicable to student-data providers and child-directed operators. Education records and children's information must not be repurposed for unrelated advertising, sale, or profiling. Child authorization and parent rights are also addressed in Section 5.
19.5 Clinical, genetic, and other restricted health data. Do not submit identifiable patient information, clinical records, protected health information, regulated genetic data, or other restricted health information unless McCoy has separately approved and enabled the relevant deployment and the required operational safeguards and written terms, including a BAA where required, are in place. Use fictional or properly de-identified training cases where possible; removing a name alone may not adequately de-identify a case. Ordinary authoring, course delivery, and learner-record functionality do not authorize restricted-data processing. Teaching a HIPAA, genetics, or medical course does not establish authorization to process protected information or a representation of regulatory compliance. If legal obligations attach based on actual handling, this restriction does not disclaim them.
19.6 Consumer health and other sensitive information. Health-related searches, learning choices, messages, and inferences can be sensitive even when HIPAA does not apply. Applicable consumer-health, comprehensive state privacy, breach-notification, and other laws may impose additional requirements. McCoy and Customers must apply the notices, consents, use restrictions, access controls, deletion procedures, and disclosures required for their respective roles. A general acknowledgment of medical educational content is not consent to sell or share health information.
19.7 Biometrics, identity, and proctoring. Biometric identifiers, facial templates, government identification, proctoring recordings, and similar sensitive information may be collected only through an approved feature with the required advance explanation, legal basis or consent, retention and destruction rules, security, and rights procedures. A routine assessment does not authorize undisclosed biometric surveillance. Customers must not upload raw payment-card credentials, government identifiers, or similarly restricted information to general prompts or public posts.
19.8 Privacy requests and choices. Individuals may exercise access, correction, deletion, portability, objection, consent-withdrawal, sale/sharing opt-out, sensitive-information limitations, or automated-decision rights where applicable through the Privacy Policy procedures or support@mccoy.org. McCoy will honor applicable opt-out preference signals and other legally required mechanisms in covered contexts. Verification must be proportionate. Organizational account closure, a billing dispute, or these Terms does not waive statutory privacy rights.
19.9 International transfers. Where personal information crosses borders, the parties must use the lawful transfer arrangements and safeguards required for the actual transfer. Merely accepting these Terms or using a U.S.-hosted service is not a blanket waiver of GDPR, UK, or other mandatory transfer protections. A required local representative or contact must be designated and disclosed where applicable before the relevant deployment.
19.10 Retention, deletion, and limited exceptions. McCoy will retain personal information no longer than reasonably necessary for disclosed lawful purposes and applicable legal or contractual requirements. Deletion may be subject to narrowly applicable records, fraud-prevention, security, legal-hold, backup, and credential-integrity needs, but not an unlimited general right to retain everything. Child, biometric, school, and health information may require specific retention limits. Section 25's continuity export provisions do not replace individual legal rights or an Accredited Provider's required record-retention arrangement.
19.11 Automated processing safeguards. Where an automated feature affects a legally significant decision, the responsible party must determine and implement any required impact or risk assessment, notice, meaningful human review, access, opt-out, explanation, or appeal process. These Terms do not state that every personalization feature is a regulated decision system or that ordinary educational use is automatically exempt. Any use subject to additional requirements must be restricted until those requirements are met.
20. Security, Incident Reporting, and Vulnerability Disclosure
20.1 Reasonable safeguards. McCoy will maintain administrative, technical, and organizational safeguards reasonably appropriate to the Services, the information involved, applicable law, and its contractual commitments. A specific certification, audit report, encryption configuration, uptime level, or security standard is promised only if accurately represented and expressly committed. These Terms do not claim that McCoy holds SOC 2, HIPAA certification, or another independently verified status.
20.2 Shared operational duties. Customers remain responsible for systems and choices they control, including endpoint security, role assignment, access removal, authorized integrations, and safe handling of exports. McCoy remains responsible for the infrastructure, contracted processing, access controls, and other security functions it controls or undertakes. Neither party's duties automatically eliminate the other's.
20.3 Incidents. A party discovering unauthorized access, disclosure, loss, or compromise materially affecting the other party’s protected data through the Services will notify the other without undue delay and within legally applicable deadlines. Notices to McCoy should be sent to support@mccoy.org. The parties will share available material information, cooperate on containment and investigation within their respective responsibilities, and provide reasonable updates. An initial notice may be supplemented as information becomes available and is not an admission of liability. Each party retains its own mandatory notification duties to individuals, authorities, and other required recipients. Contractual notice routing must not improperly delay those duties. Responsibility for recoverable costs is governed by Sections 28 and 29 and any controlling data agreement.
20.4 Research and testing. Follow any published vulnerability-disclosure program or obtain written authorization before testing restricted systems. Do not unnecessarily access, copy, alter, or expose another person's data. Nothing in these Terms prohibits a lawful good-faith report or creates a waiver of protections that applicable law grants to security research. McCoy does not guarantee that a reported issue qualifies for a bounty unless an applicable program provides one.
20.5 No absolute security guarantee. No system is immune from every failure or unauthorized act. This limitation is not a waiver of reasonable safeguards, express security promises, breach duties, or remedies that cannot lawfully be limited.
21. Confidentiality
21.1 Confidential information. Confidential Information is nonpublic information disclosed in connection with the Services that is identified as confidential or reasonably should be understood to be confidential, including nonpublic Customer Materials, business and security information, clinical review records, protected examinations, credentials, and agreed commercial terms. Personal information also remains governed by applicable privacy obligations.
21.2 Protection and permitted use. A receiving party must use Confidential Information only to perform or receive the agreed Services or exercise legitimate contractual rights; protect it with reasonable care; and disclose it only to people or contracted providers with a need to know and appropriate confidentiality obligations. Confidential content must not be used for unrelated model training, public examples, or third-party marketing without separate authorization.
21.3 Exclusions. Information is not confidential to the extent the receiving party can show it became public without breach, was already lawfully known without restriction, was independently developed without using the confidential material, or was lawfully received without a duty of confidentiality. These exclusions do not remove privacy protections where personal information remains regulated.
21.4 Required and protected disclosures. A party may make disclosures required by law, legal process, or an authorized accreditor within the agreed audit scope. Where legally permitted, it will provide reasonable notice and limit disclosure to what is required. Nothing prohibits protected whistleblowing, reporting unlawful conduct, or confidential communications with counsel or regulators. Confidentiality is not a basis to conceal an unsafe clinical error from a person entitled to notice.
21.5 Duration, return, and retained records. Confidentiality obligations continue for as long as the information remains confidential, subject to the exclusions in Section 21.3 and any longer mandatory duties. On request or termination, Confidential Information will be returned or deleted as required by applicable data or content arrangements, except for lawfully retained records, inaccessible routine backups pending ordinary deletion, and materials subject to continuing rights. Retained information remains protected and may not be used for unrelated purposes. Trade-secret, personal-data, exam-security, student-privacy, and patient-confidentiality protections continue as required by applicable law and the governing agreements. Applicable injunctive relief and the financial allocation in Section 29 remain available.
22. Third-Party Services, Open Source, and External Platforms
22.1 Customer-selected services. External services independently selected by Customer, including identity providers, integrations, payment accounts, or content sources, may have their own terms. Customer is responsible for deciding whether to authorize those connections and for reviewing the permissions and data flows. McCoy must not share more information than authorized and reasonably necessary for the enabled function.
22.2 McCoy subcontractors. McCoy may use hosting, model, support, and other subcontractors to deliver its Services. McCoy remains responsible for its own promises and duties concerning that subcontracted delivery. A subcontractor's standard terms cannot silently override a signed Customer agreement, a DPA, or mandatory law. Required subprocessor notices and objection procedures are governed by the applicable data agreement.
22.3 External content and links. A reference or link does not itself endorse an external product, claim, certification, or website. McCoy is not responsible for independent external conduct it does not control, but remains responsible for its own representations, negligent sourcing where applicable, and expressly undertaken content review. Linking a source does not establish that the source supports the generated claim.
22.4 Open-source rights. Applicable open-source licenses govern the components they cover and may grant rights beyond these Terms. Nothing here overrides those rights. Third-party educational-media restrictions that materially limit Customer's permitted use must be disclosed before the affected purchase or delivery.
23. Intellectual Property, Feedback, and Publicity
23.1 McCoy technology. McCoy and its licensors retain their rights in the platform, source code, architecture, interfaces, proprietary workflows, learning mechanics, templates, brand assets, and other McCoy Content, subject to the content licenses in Section 8. No ownership is claimed in another party's underlying scientific facts, public-domain material, or Customer Materials merely because McCoy processes them.
23.2 Feedback. A person voluntarily submitting a suggestion about McCoy may permit McCoy to use that suggestion without payment or attribution. This permission does not transfer ownership of unrelated intellectual property, confidential source documents, personal information, or content submitted solely to receive a service. Feedback rights do not restrict lawful criticism or the right to report misconduct.
23.3 Names and logos. Each party retains its names, logos, and other marks. Customer permits display of its approved branding within its authorized Workspace and App Channel as reasonably necessary to deliver the agreed program. Neither party may use the other’s name, logo, or marks in public marketing, press releases, case studies, endorsements, or other publicity without prior written approval, except for approved in-product branding and lawful identification necessary to perform the agreement. McCoy will not imply clinical, governmental, or accreditation endorsement from a name or logo.
23.4 Copyright notices. A copyright owner or authorized representative may send a notice to support@mccoy.org, addressed to "Copyright Notice," identifying the protected work, the allegedly infringing material and its location, contact details, a good-faith belief that the use is unauthorized, a statement under penalty of perjury that the notice is accurate and the sender is authorized, and a physical or electronic signature. Any separately published registered DMCA agent information identifies the formal agent for notices under that procedure. McCoy may request information needed for a legally sufficient notice and act as appropriate.
23.5 Counter-notices. Where the U.S. DMCA counter-notice process applies, the affected user may submit a signed counter-notice identifying removed material and its former location, a statement under penalty of perjury of a good-faith belief that removal resulted from mistake or misidentification, the user's name, address, and telephone number, and consent to the legally required federal-court jurisdiction and service of process. McCoy may forward the counter-notice to the original complainant. Restoration follows the applicable statutory process, including the generally applicable 10-to-14-business-day period after a valid counter-notice when the required conditions are met and no qualifying court action is reported.
23.6 Misuse and repeat infringement. McCoy maintains a policy for restricting or terminating repeat infringers in appropriate circumstances and will not use copyright procedures to knowingly suppress lawful content. Knowingly material misrepresentations in a notice or counter-notice may create legal liability. Other intellectual-property concerns may be reported to the same contact with sufficient detail for review.
24. Enterprise Terms, Orders, Capacity, and Professional Services
24.1 Written scope. Enterprise Orders should identify the products, term, selected plan and commercial terms, deployment capacity, source and output rights, clinical-review roles if relevant, support, service levels, data arrangements, permitted integrations, and implementation responsibilities. General discussions about a feature or accreditation objective do not create an unpriced professional-services commitment.
24.2 Affiliates and subcontractors. Customer may authorize its personnel, contractors, and learners within the purchased deployment and remains responsible for its administration and assigned obligations. Separate Affiliates, unrelated Customer entities, or independently resold platform deployments require an accepted Order identifying the responsible entity and billing scope. Approval of a deployment does not itself authorize undisclosed charges. Each party remains responsible for the personnel and subcontractors performing its assigned contractual functions, subject to the applicable agreement and law. Individual learners do not assume Customer’s business payment or indemnity obligations merely by using the Services.
24.3 Capacity and learner counts. The Monthly Active Learner rules in Section 12 apply unless an accepted Order expressly provides otherwise. Registered accounts, authors, Administrators, and cumulative annual learners are not substitutes for qualifying monthly activity. A higher-tier organizational license has no fixed learner-count ceiling unless an accepted Order expressly states one, but does not promise unlimited instantaneous throughput, storage, or custom infrastructure. McCoy will disclose material technical restrictions and obtain acceptance before charging for additional services. A threshold-based upgrade already authorized in the accepted Order may be applied under Section 12.4 without a new purchase acceptance; an unapproved expansion or additional service requires acceptance before charging.
24.4 Professional services and acceptance. Custom implementation, curriculum development, clinical review, accreditation coordination, migration, or integration work requires a written scope and price or an express statement that it is included or waived. Deliverable acceptance follows that scope. If it is silent, Customer has a reasonable opportunity to identify material nonconformities; silence upon delivery is not an automatic clinical sign-off or waiver of a latent defect. A signed agreement may specify reasonable review periods and remedies.
24.5 Cooperation and dependencies. Both parties must provide timely information, access, decisions, and cooperation reasonably necessary for their assigned tasks. A delay caused by the other party may justify a proportionate schedule adjustment, not an undisclosed fee or abandonment of clinical safeguards. Third-party accreditor approval is not guaranteed unless a party has expressly and lawfully undertaken a specified commitment.
24.6 Support and service levels. Particular response times, uptime commitments, and service credits apply only when agreed. A service credit may be the agreed remedy for the specific service-level metric, but does not waive mandatory rights or automatically eliminate remedies for separate confidentiality, security, clinical-content, or material-contract breaches.
24.7 Procurement documents. A purchase order or vendor portal entry is administrative only and does not add conflicting legal terms unless authorized representatives expressly agree. A public-sector Customer must identify legal limits on its ability to accept indemnity, arbitration, governing law, or other provisions so that the parties can establish a lawful signed arrangement.
25. Suspension, Termination, Business Continuity, and Content Portability
25.1 Proportionate suspension. McCoy may restrict affected Services for material breach, repeated policy violations, overdue undisputed fees, or a credible material security, privacy, fraud, legal, or safety risk. Where reasonably practicable, McCoy will give notice and a reasonable opportunity to cure, target the affected function, preserve unrelated lawful access, and restore service after adequate remediation. Immediate action is permitted where delay would create material harm or violate law. Suspension for overdue undisputed fees requires written notice but does not include an additional contractual grace period unless separately agreed. A good-faith billing dispute alone is not fraud. Current-term license fees remain due during Customer-caused suspension, subject to applicable remedies and law; usage charges require actual qualifying activity. Suspension does not cancel separately accepted and funded learner rights under Section 25.6.
25.2 Termination for breach. Either McCoy or a Customer may terminate an affected Order for the other party's material breach if it remains uncured 30 days after written notice reasonably describing the breach. An incurable breach, serious unlawful use, or urgent risk may justify earlier termination to the extent lawful. This does not limit a Consumer's statutory cancellation rights. A payment dispute raised in good faith is handled under Section 14, not automatically treated as fraud.
25.3 Nonrenewal, voluntary termination, and discontinuation. Customer may prevent renewal at any time before it takes effect under Section 12.11, with access continuing through the paid term. Customer may instead terminate an active annual license early for convenience by written notice to support@mccoy.org, effective at the end of the current calendar month, with access continuing through that effective date. Voluntary early termination does not entitle Customer to an annual license refund. McCoy must provide at least 30 days’ direct notice before the end of an annual term to prevent renewal and has no ordinary convenience right to end an active committed term. Termination for cause and material service reduction are governed by Sections 25.2 and 16.2. When no active Customer term or Order remains, either business party may end the framework agreement on 30 days’ notice. Consumer cancellation rights, accepted funded learner commitments, and mandatory insolvency-law restrictions remain unaffected.
25.4 End of access and financial effects. On effective expiration or termination, authoring, administration, integrations, and ordinary Customer-funded learner access may end, except for agreed transition access and accepted funded learner continuation under Section 25.6. Customer ownership, lawfully granted embedded permissions, permitted downloads, earned results, and required records survive as applicable, without an entitlement to continued hosting. Properly accrued fees, including actual qualifying usage before termination even if invoiced later, remain due; unincurred future monthly usage is not charged. When Customer terminates for McCoy’s uncured material breach, or McCoy ends paid Services without Customer fault and without a substantially equivalent alternative, McCoy will refund unused prepaid affected license fees and unused prepaid separately agreed professional-service fees, generally allocated over the unused period. A qualifying core-functionality reduction entitles Customer to the license-fee refund described in Section 16.2. Purchased Credits remain governed by Section 14.4. Refund rights do not alter the nonprorated upgrade price or restrict mandatory remedies.
25.5 Exports outside a Continuity Event. Routine curriculum exports during an active relationship or following ordinary termination are available only to the extent provided in the applicable Customer agreement. This limitation does not reduce personal-data rights under applicable law, separately agreed source-material or record-return obligations, content ownership, continuing licenses, permitted downloads, or other rights already granted. The continuity-event export rights in Sections 25.8 through 25.14 remain applicable. Custom reconstruction, migration, or integration work requires an accepted scope.
25.6 Separately funded learner continuation. McCoy will honor an unexpired learner-access period specifically prepaid to McCoy under a separately accepted continuation arrangement, including after Customer termination, subject to lawful availability and necessary safety restrictions. Customer authorizes the use of its materials and content reasonably necessary to fulfill that accepted continuation. Annual platform fees, Credits, and payments for past monthly usage do not prepay future learner access. A learner’s payment to Customer alone does not establish a funded continuation obligation for McCoy. Separately accepted learner purchases for which McCoy has undertaken access obligations, and independent statutory learner rights, remain governed by their applicable purchase terms and law.
25.7 Continuity boundaries and Customer promises. Customer’s monthly, annual, multi-year, lifetime, or other learner-access promises do not bind McCoy beyond commitments McCoy separately accepts and funds under Section 25.6 or undertakes through an applicable direct purchase or seller arrangement. Customer remains responsible for its subscriber commitments beyond those accepted obligations. No continuation arrangement implies perpetual hosting, ongoing updates, repeated credit eligibility, or permanent availability of every interactive feature unless expressly agreed. If accepted continuation becomes unlawful or unsafe, the responsible parties will provide any alternative, credit, or refund required by the accepted arrangement or law. No new fees are imposed on a former Customer without agreement, and independent learner purchase and statutory rights remain unaffected.
25.8 Business-continuity trigger and eligible Customers. A Continuity Event occurs when McCoy permanently ceases substantially all operations or permanently stops the affected content-access Services without a substantially equivalent, commercially reasonable successor service honoring applicable rights. Acquisition, financing, temporary outage, or a bankruptcy filing alone is not a Continuity Event. An eligible Customer holds a valid paid, expressly waived, or sponsored license for the affected business use when closure is announced or immediately before an unannounced closure, including a license ended as part of that closure. Existing ownership and embedded permissions under Section 8.3 are not reduced by this eligibility definition.
25.9 Materials covered by business continuity. Covered Curriculum means recoverable Customer Materials and Customer-derived Content held in the affected deployment, limited to text and images, and videos if available, that Customer is legally entitled to receive. It does not include standalone McCoy Library Content merely because Customer used that content in its programs. Audio, protected technology, unrelated databases, other parties’ information, and third-party material not lawfully transferable are excluded. Available learner, completion, and credential records that Customer may lawfully receive remain subject to the applicable privacy, provider, record-return, and statutory arrangements rather than an unrestricted curriculum-export entitlement.
25.10 Shutdown export assistance. Upon a Continuity Event, McCoy will use reasonable efforts to provide eligible Customers with recoverable Covered Curriculum in available usable electronic formats without an additional standard export fee. McCoy will provide reasonable advance notice and an opportunity to retrieve the materials where practicable. This obligation does not guarantee a particular file format, LMS package, export API, migration service, reconstruction, new generation, recreation of proprietary interactions, or transfer of the platform. Applicable legal restrictions and the exclusions in Section 25.13 remain controlling.
25.11 Continuing rights in Customer-derived Content. Customer ownership and the embedded permissions granted under Section 8.3 survive termination and a Continuity Event. To the extent those rights permit, Customer may retain, use, reproduce, adapt, and distribute its Customer-derived Content through replacement hosting, subject to third-party rights and applicable law. Those rights arise upon delivery under Section 8.3, not for the first time upon shutdown or insolvency. This paragraph creates no off-platform license in standalone McCoy Library Content and no right to extract protected technology. No additional McCoy platform license or learner-usage charge arises solely from Customer’s lawful use of those materials outside McCoy, without affecting amounts owed under a separately accepted surviving arrangement. Continued McCoy hosting, support, updates, and accreditation are not promised.
25.12 Export notice, timing, and preservation. For a shutdown within its control, McCoy will use reasonable efforts to give advance notice and a practical opportunity to retrieve recoverable Covered Curriculum. If advance notice is not practicable, McCoy will use reasonable efforts to notify affected eligible Customers and provide available recoverable materials afterward, subject to applicable law and operational circumstances. No fixed retrieval period or universal post-termination export window is promised. Customer should promptly retrieve available exports and maintain lawful backups. McCoy does not promise to reconstruct unavailable data or operate indefinitely, and mandatory deletion duties, insolvency law, and court orders remain controlling.
25.13 Excluded materials and safe reuse. Business-continuity assistance does not include standalone McCoy Library Content, audio, Terminal or Surface software, source code, model weights, algorithms, system prompts, proprietary workflows or architecture, unrelated databases, other parties’ information, or third-party material that cannot lawfully be transferred. McCoy is not required to obtain new third-party rights, create replacement content, or reconstruct proprietary interactions to expand the agreed export scope. Customer’s ownership and lawfully granted embedded permissions remain effective, including rights in copies already lawfully delivered. No ongoing McCoy endorsement or trademark license is created. Customer remains responsible for its later modifications, lawful data handling, appropriate review, and continued use; McCoy remains responsible for its own prior conduct under the governing agreement. Statutory personal-data rights and separately agreed or legally required material or record returns are not restricted.
25.14 Successors, insolvency, and practical limits. A permitted assignee assuming an affected Customer agreement must honor its continuing content, credit, export, and learner-access obligations under Section 32.1. An acquisition does not itself extinguish these rights. McCoy will not deliberately structure an ordinary assignment to strip the agreed continuity protections. These Terms do not guarantee a purchaser, establish a trust or source-code escrow, bind a nonparty beyond applicable law, confer bankruptcy priority, or override court orders, automatic stays, or mandatory insolvency rules. To the extent applicable, Customer retains rights available to intellectual-property licensees under 11 U.S.C. Section 365(n) and other law; not all Generated Content or service obligations necessarily qualify. Contractual export and refund duties cannot guarantee practical performance by an insolvent entity. A Customer needing stronger protection should arrange periodic delivered copies or a separately funded escrow or continuity arrangement before a disruption.
25.15 Credentials and accredited records. An earned credential must not be marked academically invalid solely because the Customer ends its license or McCoy ceases service. Its displayed status may accurately identify discontinued verification hosting, issuer cessation, expiration, or other genuine limitations. Required accredited records and review evidence must be retained or transferred under the provider arrangement and applicable law; ordinary Workspace deletion must not silently defeat those duties. Personal-information disclosure during a transfer requires a lawful basis and appropriate safeguards. An exported course or record does not create, extend, or transfer accreditation, continuing-education eligibility, or credential-issuance authority. The appropriate Provider must authorize any continued accredited delivery, including material changes or a new delivery platform where its rules require approval.
25.16 Survival. Rights and obligations concerning accrued payments, Purchased Credit balances and their lawful treatment, continuing content licenses, business-continuity exports, required records, confidentiality, privacy, refunds, learner continuity, intellectual property, claim procedures, indemnification, liability limitations, dispute resolution, and other provisions that by their nature continue will survive for the appropriate period. Survival does not create a new recurring fee, revive a canceled subscription, or erase mandatory insolvency-law protections.
26. Export Controls, Sanctions, Anti-Corruption, and Legal Compliance
26.1 Applicable duties. Each party must comply with laws applicable to its own activities, including relevant education, health, advertising, consumer-protection, privacy, accessibility, payments, intellectual-property, and trade requirements. General compliance language is not a warranty that every feature is approved for every regulated purpose or location.
26.2 Export and sanctions. Users must not access or use the Services in a transaction prohibited by applicable U.S. or other governing sanctions or export-control requirements, act for a prohibited recipient, or use them for a prohibited end use. McCoy may perform proportionate screening and restrict transactions where required. A person's nationality or location is not automatically disqualifying if the applicable transaction is lawfully authorized. Restricted technical data must not be uploaded without a specifically approved and lawful arrangement.
26.3 Anti-corruption and healthcare arrangements. Users must not use the Services to offer bribes, unlawful kickbacks, disguised referral payments, false claims, or other improper benefits. A revenue share or educational grant does not itself establish an exception to healthcare fraud, professional fee-splitting, charitable solicitation, tax, or accreditation rules. The parties must review the actual arrangement where those rules may apply.
26.4 Accessibility and accommodations. McCoy and Customers retain accessibility duties applicable to their respective services, content, and roles. Requests concerning access or reasonable accommodations may be sent to support@mccoy.org. A Customer cannot shift all public-entity, educational, or employment accessibility duties to McCoy merely by buying software; McCoy cannot disclaim duties applicable to its own service. A specific WCAG conformance level, audit result, or remediation deadline must be accurately documented rather than inferred from these Terms. Required accommodations must not be treated as cheating or a basis for unlawful discrimination.
26.5 Public-sector use. Government and public-institution deployments may require a signed public-sector addendum addressing procurement, public records, accessibility, security, immunity, appropriation, dispute resolution, and other mandatory requirements. Software and Documentation are commercial offerings provided with the rights expressly granted, subject to applicable law. These Terms do not demand a public body's unauthorized waiver of statutory protections.
27. Warranties and Disclaimers
27.1 Authority. Each contracting party represents that it has the necessary authority to enter and perform its agreement. An individual learner does not represent that they can bind an unrelated organization.
27.2 Customer undertakings. Customer represents that it has the rights needed to submit its materials and instructions; will substantiate product and medical claims it supplies; will provide required notices and authorizations for its activities; will perform its assigned review and program obligations with appropriate care; and will not intentionally deploy material it knows is materially false, unsafe, infringing, or unlawful. These representations do not make Customer the guarantor of independently created McCoy errors or a nonsignatory Accredited Provider's conduct.
27.3 McCoy service commitment. McCoy will provide the agreed Services with reasonable skill and care and substantially in accordance with applicable Documentation and the accepted scope. For content generation, McCoy will use reasonable care in its processes to produce well-structured educational content and identify supporting sources where applicable. Human, expert, or clinical review and independent verification of sources or claims are not included unless separately agreed in writing. Ongoing monitoring, review, and updating likewise require a separate written commitment. McCoy will not knowingly fabricate evidence or represent an unreviewed draft as clinically validated. Use of AI or McCoy-selected subcontractors does not eliminate McCoy’s express contractual responsibilities or nonwaivable duties.
27.4 Remedies for nonconforming services. A purchaser should promptly describe a material failure to meet an express service commitment. McCoy will have a reasonable opportunity to correct the issue or reperform the affected work. If McCoy cannot remedy a material breach within the applicable cure period, the purchaser may terminate the affected service and obtain an appropriate refund of prepaid unused fees and other remedies available under the governing agreement and law. These remedies do not excuse necessary immediate action concerning unsafe content and do not displace nonwaivable Consumer rights.
27.4 Remedies for nonconforming services. A purchaser must reasonably describe a material failure of an express service commitment, and McCoy will have a reasonable opportunity to investigate and cure it. Content support follows Section 9.9; this paragraph does not separately guarantee free correction, regeneration, or reperformance of delivered content. An uncured material breach permits termination, applicable refunds, and other available remedies under the governing agreement, Sections 25 through 29, and applicable law. Necessary safety action need not await a cure period. These remedies do not extinguish covered third-party claims, permit duplicate recovery, or displace nonwaivable Consumer rights.
27.6 Limited disclaimer of other warranties. TO THE EXTENT LAWFULLY PERMITTED, AND EXCEPT FOR EXPRESS COMMITMENTS IN THESE TERMS OR A SIGNED AGREEMENT, THE SERVICES ARE PROVIDED AS AVAILABLE, WITHOUT ADDITIONAL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR UNINTERRUPTED OR ERROR-FREE OPERATION. ANY DISCLAIMER OF NON-INFRINGEMENT IS SUBJECT TO MCCOY'S EXPRESS INTELLECTUAL-PROPERTY OBLIGATIONS IN SECTION 28. THIS PARAGRAPH DOES NOT OVERRIDE SPECIFIC PROMISES ELSEWHERE IN THE AGREEMENT.
27.7 Nonwaivable rights. Nothing excludes a statutory guarantee, reasonable-care duty, remedy, or liability that applicable law does not permit to be excluded. In particular, an educational disclaimer does not excuse unlawful advertising, fraud, required professional or accreditation oversight, or mandatory privacy and safety obligations. The existence and amount of recoverable damages are addressed separately in Section 29.
28. Indemnification
28.1 Business-to-business scope. This Section establishes specified defense and reimbursement obligations for third-party claims between McCoy and a Customer contracting in a business or institutional capacity, subject to a controlling signed agreement. It does not impose a business indemnity on Consumers, minors, or individual learners solely because they use the Services. A direct claim by one contracting party against the other for breach is not automatically an indemnity claim.
28.2 Customer indemnity. Customer will defend McCoy and its directors, officers, and employees against third-party claims and pay covered damages, reasonable defense costs, and approved settlements to the extent caused by infringing or unlawfully disclosed Customer Materials; Customer’s materially false, unsupported, or unlawfully promoted product or program claims or unlawful products or services; or Customer’s unauthorized use, instructions, modifications, or distribution. Customer approval, publication, or sale of McCoy-generated content alone does not trigger indemnity. The obligation excludes the portion caused by the protected party’s own breach, negligence, infringement, or misconduct and is subject to Sections 28.6, 28.7, and 29.
28.3 McCoy indemnity. For a paid Customer, McCoy will defend Customer and its directors, officers, and employees against third-party claims that the unmodified McCoy software platform furnished and used as authorized infringes a U.S. patent, copyright, or trademark, and will pay covered damages, reasonable defense costs, and approved settlements. This obligation is subject to the scope and exclusions in Section 28.4, the procedures and allocation in Sections 28.5 through 28.7, and the limitations in Section 29. No broader contractual defense or indemnity obligation is created for content-generation, clinical-review, privacy, security, or other service claims unless separately agreed in a signed agreement. This limitation does not waive McCoy’s express service obligations, direct breach remedies, or nonwaivable legal duties.
28.4 Scope of McCoy’s intellectual-property protection. McCoy’s indemnity under Section 28.3 covers only the unmodified McCoy software platform. It excludes Generated Content and McCoy Library Content and excludes claims to the extent they would not have arisen without Customer Materials, unauthorized combinations or modifications, or use outside granted rights. It also excludes the portion caused by the protected party’s own breach, negligence, infringement, or misconduct. McCoy does not guarantee that generated output is unique or eligible for copyright protection. Content-related intellectual-property complaints are handled under Section 28.5, without creating a separate content indemnity.
28.5 Infringement response. For a covered platform infringement risk, McCoy may obtain the necessary rights, replace or modify affected platform functionality without material reduction, or, if those options are not reasonably available, terminate the affected portion and refund unused prepaid license fees. That response does not erase an already covered third-party claim. For content, McCoy will review sufficiently supported intellectual-property complaints, restrict or remove affected content where warranted, and notify Customer and permit a response where appropriate. A complaint alone does not entitle Customer to replacement generation or Credits. Removal does not resolve liability for past use or override otherwise applicable remedies. Customer must reasonably cooperate in ceasing a specifically identified unlawful use, subject to applicable law.
28.6 Defense procedure. The protected party must give reasonably prompt written notice; delay reduces coverage only to the extent of material prejudice. The defending party will promptly address a tender and undertake a defense where allegations reasonably indicate coverage without requiring a final liability judgment, subject to reservation and allocation of rights. It may control the covered defense through competent counsel reasonably acceptable to the protected party, with reasonable cooperation at its expense. A settlement admitting the other party’s fault, imposing nonmonetary obligations, or omitting an appropriate release requires that party’s consent, not unreasonably withheld. Conflict counsel and mixed costs will be reasonably allocated under applicable law. Failure to undertake a required defense permits recovery of reasonable covered defense costs, subject to the applicable cap. Before exhausting a covered defense limit, the defending party will give reasonable notice and cooperate on an orderly lawful transition.
28.7 Shared fault and limits. Indemnities apply only to third-party claims within their stated scope and exclude the portion caused by the protected party’s own breach, negligence, infringement, or misconduct. Fines and penalties are covered only where lawful. These indemnities, including covered defense costs, are subject to the single business liability cap in Section 29.2, except as Section 29.5 or a controlling signed agreement provides otherwise. No enhanced indemnity cap applies by default. An Accredited Provider or reviewer is bound only by its own agreement and applicable law. Identified indemnified persons enforcing these protections are subject to the same limits and defenses, without separate caps or duplicate recovery.
29. Limitation of Liability
29.1 Scope and third parties. This Section allocates recoverable damages between the parties that validly agree to it. It does not prevent regulators from exercising lawful authority, limit the independent rights of patients or other nonparties, or make a disclaimer a defense to every tort or statutory claim. A signed MSA may replace this allocation for its parties.
29.2 General business cap. Subject to Section 29.5, each business contracting party’s total monetary liability under the applicable Customer agreement, including these Terms, indemnity payments, and covered defense costs, will not exceed the greater of USD $100 or all fees paid or payable by Customer to McCoy under that agreement during the 12 months immediately preceding the event giving rise to liability. Included fees encompass applicable license, learner-usage, generation-Credit, and separately agreed professional-service fees. Taxes, third-party pass-through amounts, and seller proceeds held for another party are excluded from the calculation. A controlling signed agreement may expressly establish a different allocation.
29.3 Single cap for covered business claims. The cap in Section 29.2 applies to ordinary negligence, confidentiality, data-protection, content-related claims, and the retained indemnities in Section 28, subject to Section 29.5. Covered defense costs count toward that cap. No enhanced or additional cap applies merely because a claim involves those subjects, and separate categories of claims do not create stacked recovery limits. A different allocation requires an express controlling agreement identifying the applicable departure.
29.4 Excluded categories of loss. To the extent permitted by law and subject to Section 29.5, neither business contracting party is liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or lost profits or business opportunities whether direct or indirect, even if their possibility was disclosed. This exclusion does not eliminate covered third-party indemnity payments or otherwise recoverable reasonable direct restoration or remediation costs. A loss is not categorically excluded merely because content, a third-party model, or a security incident is involved. Mandatory remedies and liabilities remain unaffected.
29.5 Matters not limited. These contractual caps and exclusions do not limit properly accrued payment or refund obligations; amounts actually collected and lawfully owed as another party's seller proceeds; a party's fraud, willful misconduct, or gross negligence; or any liability, remedy, or measure of damages that applicable law prohibits limiting, including applicable nonexcludable liability for death or personal injury. Ordinary negligence is not automatically uncapped solely because it is called negligence, but any limit is effective only where the governing law permits it. Indemnities are not otherwise automatically uncapped.
29.6 Consumers. Where a limitation is legally permitted in a Consumer transaction, McCoy's aggregate liability for the affected service is limited to the greater of USD $100 or the amount paid by that Consumer for the affected service during the preceding 12 months. This limitation and any permissible exclusion apply only to the extent consistent with mandatory consumer, digital-content, warranty, privacy, product-safety, and other applicable rights. They do not exclude responsibility that law requires McCoy to bear or prevent recovery of remedies guaranteed by law. Business indemnities and business-only restrictions do not apply to Consumers.
29.7 Interpretation. The limits apply across contract and other legal theories only to the extent enforceable and do not transform an unperformed duty into a completed duty. Review, approval, and disclaimers do not erase responsibility; these provisions instead address the permissible financial allocation after responsibility is determined. No aggregate cap binds an insurer beyond the insurer's separate policy terms.
30. Dispute Resolution, Arbitration, Class Action Waiver, and Governing Law
30.1 Informal contact. A party should first send a reasonably detailed dispute notice to the other, using support@mccoy.org or the contact in Section 33 for McCoy, and provide up to 30 days for good-faith resolution. This process does not prevent urgent relief, a protective filing needed to preserve a claim, a statutory complaint, or use of a small-claims court. Neither party must disclose privileged information or agree to an unnecessary meeting as a condition of pursuing a claim. Limitations periods are tolled during a mutually undertaken informal-resolution period to the extent necessary to preserve the claim.
30.2 Governing law. California law governs these Terms, excluding conflict-of-law rules, subject to mandatory law otherwise applicable. The Federal Arbitration Act governs the arbitration agreement to the extent it applies. A Consumer retains mandatory protections of their place of residence. A signed agreement may specify a different lawful arrangement.
30.3 Eligible U.S. arbitration. Except as provided in this Section, McCoy and a U.S. contracting user or Customer agree to resolve disputes arising from these Terms or the Services through binding individual arbitration. Business or institutional disputes will be administered by JAMS under its Streamlined or Comprehensive Arbitration Rules and Procedures, as applicable under their scope provisions, before one neutral arbitrator. Covered Consumer disputes will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules. Rules and fee information are available from the applicable administrator or on request. This provision applies only where a valid and enforceable arbitration agreement has been formed. An organization’s agreement does not independently bind learners or nonsignatories without a separate valid agreement, and controlling signed dispute provisions remain effective.
30.4 Exceptions and preserved remedies. Either party may use a small-claims court for eligible individual claims, seek temporary judicial relief to preserve the status quo pending arbitration, or pursue a claim or remedy that law does not permit to be forced into arbitration. Nothing waives the right to seek public injunctive relief or other nonwaivable relief. If a particular public-injunction claim cannot lawfully be decided in individual arbitration, it may proceed in an appropriate court; other arbitrable claims may proceed separately where permitted. Government complaints and protected reports are not restricted.
30.5 Procedure, location, and fees. Business arbitration will proceed remotely unless the parties agree otherwise or applicable law requires otherwise, with its legal seat in Orange County, California. Business arbitration costs follow applicable JAMS rules and law, and each party bears its own legal fees except as an indemnity, statute, or lawful award provides. Consumer arbitration may proceed remotely or at a location reasonably convenient to the Consumer under applicable AAA rules and law; these Terms do not require a Consumer to travel to Orange County. Consumer fees follow applicable AAA rules and law, including required business-paid fees, and McCoy will pay additional costs to the extent necessary to make the clause enforceable. The arbitrator may award relief available under law and the governing agreement and must issue a reasoned written award. Judgment may be entered in a court with jurisdiction. Statutory attorney-fee rights and nonwaivable remedies remain preserved.
30.6 Individual proceedings and jury rights. To the extent enforceable, arbitrable claims will be resolved on an individual basis rather than as a class or representative action. In a valid arbitration, a judge or jury does not decide the merits. This paragraph does not impose a separate jury waiver on court claims where such a waiver is unenforceable, waive nonwaivable representative rights, prevent coordinated filing of individual demands, or override applicable AAA mass-arbitration administration rules. A court decides issues reserved to courts by law, including formation and enforceability of this arbitration agreement and its class-action waiver; an arbitrator decides the merits of validly arbitrable claims.
30.7 Consumer opt-out. A Consumer may opt out of arbitration by sending notice to support@mccoy.org or the mailing address in Section 33 within 30 days after first accepting the arbitration agreement. Include the Consumer's name, Account email if any, and a statement opting out of arbitration. No fee, legal argument, or special form is required. Opting out does not affect the remaining Terms, access, prices, or lawful treatment of the Consumer. McCoy will record a timely opt-out for that relationship.
30.8 Changes and statutory deadlines. A material expansion of an existing Consumer arbitration obligation requires the notice and assent required by law and a new reasonable opt-out opportunity. A later website change does not automatically govern an already accrued dispute. Claims remain subject to the limitation periods provided by applicable law; these Terms do not impose a separate one-year deadline for every claim.
30.9 Court venue and international users. For disputes not subject to arbitration, business contracting parties consent to the appropriate state courts in Orange County, California, or the federal district covering that county, unless their signed agreement provides otherwise. Consumers may use courts and dispute mechanisms available under mandatory law, including qualifying courts in their place of residence. EEA, UK, and other non-U.S. Consumers are not required by these Terms to use U.S. arbitration where that obligation would conflict with mandatory protections.
30.10 Severability. If an arbitration provision is unenforceable, it is severed to the extent permitted without imposing an unlawful substitute. A claim that cannot lawfully proceed in individual arbitration proceeds in court rather than being eliminated. The remainder applies only insofar as a valid agreement and applicable law permit.
31. Notices, Changes to Terms, and Electronic Communications
31.1 Service notices. McCoy may provide ordinary service notices by email, account notification, or another appropriate channel. A notice requiring direct delivery, a retainable copy, affirmative consent, or a particular timing or medium will be provided in that manner. Posting on a webpage alone is not deemed sufficient for every material legal, billing, or privacy notice.
31.2 Notices to McCoy. Legal notices may be sent to support@mccoy.org with the subject "Legal Notice" or to the postal address in Section 33. Separate reporting subjects help route issues but are not technical traps that invalidate a clearly identified legally sufficient notice. Follow a specific legally required procedure where applicable. Contractual notices do not necessarily constitute formal service of legal process.
31.3 Electronic records. Where lawful and with any required consent, agreements, receipts, notices, and records may be provided electronically in a form that can be retained. A person may request help accessing a record or information about withdrawing electronic-delivery consent by contacting support@mccoy.org. Withdrawal consequences and any lawfully permitted paper-copy charge must be disclosed before they apply. Transactional communications are separate from marketing email, text-message, or telephone permissions.
31.4 Amendments to these Terms. McCoy may propose prospective updates. For a material change to an ongoing relationship, McCoy will ordinarily give at least 30 days' direct advance notice, identify the effective date, and provide a meaningful opportunity to review and decline renewal or discontinue affected future use. Immediate changes may be necessary for law or urgent safety and security, but do not authorize retroactive fees or erasure of accrued rights. Additional notices within specific statutory windows will be given where required. Where affirmative assent is required, continued use alone is not a substitute.
31.5 Existing commitments. A revised webpage does not override a signed agreement, impose retroactive fees, amend a previously accepted purchase by itself, or erase accrued or expressly surviving rights. Operational policy changes cannot override a signed agreement’s negotiated commercial, content, confidentiality, indemnity, liability, or continuity protections, including at renewal, without a signed amendment identifying the departure. Renewal price changes separately follow Section 12.17 and any controlling agreement. Previously granted ownership, content licenses, permitted downloads, Credit treatment, and accepted funded learner rights remain governed by their accepted terms unless validly amended. McCoy will preserve identifiable versions and appropriate acceptance records. Material privacy changes require their own applicable notices and lawful basis and are not accomplished merely by updating these Terms.
32. Miscellaneous
32.1 Assignment and successor obligations. Either business contracting party may assign its agreement in a bona fide merger, reorganization, or sale of substantially all relevant assets to a successor that can lawfully perform and assumes its obligations, subject to reasonable security and confidentiality restrictions, required notices, and any controlling signed agreement. Other assignments require consent not unreasonably withheld. Assignment does not release accrued liability or permit unlawful data transfers. A successor must honor lawful Credit balances, surviving content and embedded rights, applicable shutdown-export commitments, and accepted funded learner-access obligations. McCoy will not deliberately structure an ordinary assignment to strip those rights. Mandatory insolvency, consumer-protection, and other applicable law remains controlling.
32.2 Events outside reasonable control. A party is not liable for a delay to the extent directly caused by an event beyond its reasonable control that it could not reasonably prevent or mitigate, subject to mandatory law. The party must give appropriate notice and take reasonable mitigation steps. Ordinary capacity shortages, an avoidable security failure, or a provider problem do not automatically qualify. This clause does not cancel accrued payment, refund, privacy, or mandatory notification duties. Prolonged material service loss remains subject to applicable termination and refund rights.
32.3 Severability and no waiver. Except as Section 30 specifically provides, an invalid provision will be limited or severed only to the extent law permits, without removing a protected right. Remaining valid provisions continue. A party's failure to enforce a provision once is not a permanent waiver. An express waiver must be made by an authorized representative.
32.4 Independent parties. The parties are independent contractors unless a signed agreement establishes a specifically defined authorized agency function, such as collection of seller proceeds. These Terms do not create a legal partnership, employment, franchise, fiduciary relationship, clinical treatment relationship, or exclusivity merely because the parties collaborate or use the word "partner."
32.5 Third-party beneficiaries. Apple and its subsidiaries have the rights described in Section 13.7, and identified indemnified persons may enforce the applicable indemnity to the extent permitted. Learners retain their own purchase and statutory rights. Other people, including an Accredited Provider that has not signed an applicable arrangement, do not acquire general contractual rights or duties merely by being mentioned.
32.6 Entire agreement and reliance. These Terms and the documents validly incorporated into the applicable agreement constitute the agreement concerning their subject matter, subject to Section 1. This provision does not excuse fraud, erase mandatory precontract information, or disclaim a Consumer's lawful reliance on a binding product description. Changes require a valid process under the governing agreement.
32.7 Interpretation. Headings assist navigation. "Including" introduces examples and does not itself create unpriced services. A reference to an applicable law or accreditation standard means the requirements actually applicable to the activity and party at the relevant time. References to educational credit and generation Credits have the distinct meanings given above. Business-only provisions must not be applied to Consumers by changing their label.
33. Contact
McCoy Universe Inc.
1048 Irvine Ave., #451
Newport Beach, CA 92660
United States
General support, billing, cancellation assistance, privacy requests, security reports, content reports, and legal notices: support@mccoy.org.
For urgent clinical-content concerns, identify the course, version if known, disputed material, and nature of the risk. Do not email identifiable patient records or unnecessary sensitive information.
Public Terms location: https://mccoy.org/terms-of-service
Privacy Policy: https://mccoy.org/privacy-policy
Appendix A. Product-Specific Terms
A.1 Terminal. Terminal supports authoring, generation, content management, review, and deployment within the accepted plan. A generated draft is not automatically approved, clinically validated, accredited, or ready to publish. An author must ensure that review appropriate to the subject and intended audience is completed before deployment. Credit consumption and active-learner billing remain governed by Section 12; this Appendix creates no separate authoring fee.
A.2 Surface. Surface provides the authorized learner-facing experience. Customer is responsible for its program instructions and access decisions, and McCoy for the platform functions it undertakes. Public, internal, child, and accredited deployments may require different permissions. Customer-controlled access must not silently cancel a learner's separately purchased rights or defeat mandatory privacy and accommodation rights.
A.3 App Channels and discovery. Availability of an App Channel is specified in the applicable Order. Listings and content remain subject to review, lawful availability, and actual feature support. Channel presence does not promise placement, cross-promotion, a minimum audience, or revenue. Customer selects lawful learner-facing prices where its accepted seller arrangement permits. Active-learner counting across App and Surface access follows Sections 12.5 and 12.6.
A.4 Certifications and Verify. A verification page reports the identified credential and status, not independent accreditation, clinical competence, or licensure. The Issuer and any Accredited Provider must be identified accurately. Credential visibility and privacy rights are governed by Section 11.4. These Terms do not create a separate standard verification charge.
A.5 APIs and embedded services. An embedded implementation must preserve required user acceptance, notices, approvals, access controls, learner identity, usage records, and lawful data flows. An API cannot bypass restrictions applying to the same feature in Terminal or Surface. Intentional learner entry through an authorized integrated experience is counted under Sections 12.5 and 12.6 once per natural person per Customer per Billing Period across the covered deployment; background API calls and synchronization do not themselves create active-learner usage. Included API access is limited to the scope in Section 15.1. Content-delivery, content-export, and other additional API services require separate authorization where not expressly included.
A.6 Gamification, digital items, and community features. Points, streaks, rankings, themes, and digital collectibles are engagement features, not money, investments, professional credentials, or promises of prizes. Any actual promotion or prize program must have separate lawful rules. Credits cannot be wagered or converted into a payment network through these Terms. Game mechanics must not misrepresent educational achievement or circumvent child-safety or accredited-education requirements.
Appendix B. Standard Commercial Terms and Billing Examples
B.1 Commercial terms in the Order. The applicable Order identifies the selected products and plan, annual fee, active-learner rate, currency, approved capacity, Included Credit quantity, billing frequency, discounts, and committed term. Optional Purchased Credits are priced and accepted separately.
B.2 Capacity and usage. Plan thresholds determine the applicable annual licensing tier under the accepted Order and Section 12.4; they do not provide free or prepaid learner usage unless expressly agreed. The monthly usage charge is the accepted active-learner rate multiplied by the number of unique qualifying natural persons across the Customer’s covered deployment during the Billing Period. The same person is not added again for another covered course, account, Workspace, Tenant, device, or Access Channel. Annual license fees, authorized tier adjustments, optional Credit purchases, and applicable taxes remain distinct charges.
B.3 Counting examples. A person who qualifies through both Surface and Customer’s App Channel during the same Billing Period counts once for that Customer. The same person qualifying in multiple covered Tenants or Workspaces of that Customer still counts once. Multiple accounts belonging to the same person do not create additional billable learners; reasonably established duplicates will be corrected. The same person qualifying for separate Customers may count once for each Customer. A person with no qualifying activity for a Customer during the Billing Period contributes no active-learner charge for that Customer. The full accepted monthly rate applies to any qualifying month without daily proration.
B.4 Entry and period examples. Intentional entry into or resumption of a Tenant's authenticated learner experience qualifies even if no lesson is opened and no assessment or learning progress is completed. Repeated visits within that Billing Period do not add counts. Qualifying entry in each of two successive periods produces one count in each. A period with no qualifying entry produces no count. Background refreshes, notifications, synchronization, failed access, and administrator-only activity do not qualify. Follower totals, registered-account totals, content creation, and certificate counts are not substitute billing metrics.
B.5 No hidden commerce schedule. This Appendix does not establish any transaction percentage, revenue split, processing surcharge, API charge, professional-service fee, or separate nonprofit pricing. A specifically requested additional commercial arrangement must be priced and accepted before it applies. Existing signed waivers or partnership economics continue according to those agreements.
B.6 Credit balances. Included Credits specified in the applicable Order are granted at the start of each paid annual term and expire at that term's end without rollover, subject to Section 12.10. Purchased Credits roll over across annual terms with no scheduled expiration. Credits are automatically applied in the order specified in Section 12.10. Annual license expiration does not by itself erase a Purchased Credit balance.
B.7 Shutdown exports. If a Continuity Event occurs, McCoy will use reasonable efforts to provide eligible Customers with recoverable Customer Materials and Customer-derived Content within the scope of Section 25, limited to text and images, and videos if available, in available usable electronic formats without an additional standard export fee. Standalone McCoy Library Content, audio, protected technology, and material not lawfully transferable are excluded. No fixed retrieval period, migration, reconstruction, or perpetual hosting is promised. Customer ownership, embedded permissions, statutory data rights, and separately agreed record-return obligations remain effective according to their terms.
Appendix C. Certification and Accredited-Education Integrity Rules
C.1 Participant obligations. Candidates must meet disclosed prerequisites, provide truthful identity and eligibility information, complete their own required work, use only authorized assistance, and respect exam confidentiality. Assistive technologies and reasonable accommodations approved or required for accessibility are not prohibited merely because they assist a learner.
C.2 Issuer obligations. Issuers must accurately describe the credential, passing rules, assessment method, fees, duration, expiration, renewal, appeal procedures, and any professional or educational recognition. They must not imply that a completion badge confers government licensure or accredited CME/CE when it does not. McCoy has corresponding obligations for programs it issues.
C.3 Clinical review and approval. Clinical or accredited content must receive the qualified review and applicable Accredited Provider approval required by Section 10 before release. Responsible parties must retain appropriate evidence of that review and approval under the applicable provider arrangements and requirements. Branding approval, payment, an AI confidence score, and a learner's acknowledgment do not replace substantive review.
C.4 Changing AI outputs. Provider-approved live AI interactions require their own validation, guardrails, supervision, monitoring, and change-control process under Section 10.8. Review of a fixed course does not authorize the system to deliver unrestricted new clinical advice. Material changes must not silently bypass approval.
C.5 Integrity decisions. Suspected cheating, fabrication, unsafe content, or material scoring error may justify a temporary hold while investigated. An appropriate review process should distinguish administrative billing problems from genuine academic invalidity. A final record must accurately describe whether a credential is earned, corrected, expired, suspended, revoked, or unavailable for another reason.
C.6 Records and independence. Protect nonpublic exams, maintain appropriate audit evidence, preserve lawful privacy restrictions, disclose relevant conflicts, and keep accredited education separate from impermissible product promotion. The relevant Provider agreement must address record access and retention rather than rely solely on ordinary platform defaults.
Appendix D. Acceptable Use and Reporting Rules
D.1 Core restrictions. Do not misuse access, compromise security, distribute malware, violate personal or intellectual-property rights, exploit children, publish nonconsensual intimate material, harass people, fabricate credentials, cheat, or use education to disguise unlawful medical promotion or commerce. Do not upload restricted patient, student, biometric, or payment information into an unapproved feature.
D.2 Reporting. Use an available reporting control or contact support@mccoy.org. Identify the content, account, course, or transaction and explain the issue without disclosing unnecessary sensitive information. Suggested subjects are "Security incident," "Clinical content concern," "Copyright Notice," "Privacy request," "Billing dispute," or "Urgent intimate image removal." A report is not rejected solely because a different subject line was used.
D.3 Response and redress. McCoy may acknowledge a report, seek necessary clarification, preserve relevant evidence, restrict an affected feature, remove unlawful or dangerous content, notify responsible parties, and offer review where appropriate or legally required. Statutory removal deadlines, confidentiality requirements, appeal rights, and notice obligations take priority over general internal procedures. These Terms do not promise that every content dispute will be resolved in the reporter's favor.
D.4 Protected activity. These restrictions do not prohibit lawful scientific discussion, authorized accessibility use, honest reviews, good-faith legal or safety reports, protected research, or communications with counsel, authorities, and accrediting bodies. Such activity must still respect applicable privacy and other lawful restrictions.
Appendix E. Learner Read-First Acknowledgment
E.1 Educational and AI notice. McCoy provides educational tools and content, some of which are created or assisted by AI. Content may contain errors or become outdated. An AI response, score, or certificate is not a guarantee of accuracy, competence, employment, licensure, or accreditation. Learners must be given access to the Terms applicable to their use. Acceptance is governed by Section 1, and mandatory legal rights remain unchanged.
E.2 Health and clinical notice. Health and clinical material is general education, not individualized medical advice, diagnosis, prescribing, or treatment. It does not create a professional treatment relationship with McCoy and is not an emergency service. It must not be used as the sole basis for a patient-care or personal treatment decision. Evidence and regulatory status can change, including for peptides, compounded products, investigational products, and off-label uses. Learners should consult appropriate licensed professionals and current authoritative sources when necessary and must not submit identifiable patient information to an unapproved feature.
E.3 Accredited activity notice. Where an activity awards accredited credit, its learner-facing information must additionally identify the actual Accredited Provider, the specific credit designation, eligibility and completion requirements, relevant disclosures, and whether live AI interaction is part of the approved activity. A generic acknowledgment must not imply that every McCoy course is accredited.
E.4 Notices and limits of acknowledgment. McCoy and responsible program operators must provide the educational, AI, clinical, and accredited-activity notices relevant to the learner and feature. Notices and acknowledgments do not replace qualified clinical review, Accredited Provider approval, separate parental consent, sensitive-data consent, or recurring-payment authorization. They do not release McCoy or another party from its own nonwaivable legal duties. Any separately required consent or later assent to changed Terms must be obtained through the applicable process.