1. Parties; Acceptance
These Terms & Conditions (the “Terms”) form a binding agreement between you (“you” or the “Client,” as applicable) and Masterful Ventures LLC, a New Mexico limited liability company, doing business as “CloudNook” (the “Company,” “we,” “us,” or “our”), governing your access to and use of the CloudNook websites, matching platform, directory, training programs, and related products and services (collectively, the “Services”). By accessing or using the Services, you represent that you are at least eighteen (18) years of age, have the authority to enter into these Terms, and agree to be bound by them. If you are entering into these Terms on behalf of a legal entity, you represent that you have authority to bind that entity.
2. Description of the Services
CloudNook provides a staffing and matching service that identifies, vets, trains, and introduces Philippine-based medical virtual assistants (“MVAs”) to independent United States healthcare practices and related Clients. The Company also offers educational content and training programs. The Company is not a healthcare provider, a professional employer organization, a law firm, an accounting firm, or a healthcare clearinghouse, and nothing in the Services constitutes medical, legal, tax, or professional advice.
3. Independent Contractor Relationship
Each MVA introduced or placed through the Services is an independent contractor, engaged directly by the Client or by the Company under a separate written contractor agreement. Nothing in these Terms creates an employer-employee, agency, joint venture, or partnership relationship between the Client, the MVA, and the Company. The Client is solely responsible for the direction, supervision, and lawful use of any MVA engaged through the Services, including compliance with all laws applicable to the Client’s practice.
4. Eligibility; Account Registration
Access to certain features of the Services requires registration for an account. You agree to provide accurate, current, and complete information during registration and to keep it updated. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us promptly of any unauthorized access.
5. Fees; Payment; Taxes
- Fees. Fees for the Services are as set forth on the applicable order form, service agreement, or checkout page. Unless otherwise stated, monthly fees are billed in advance and are non-refundable except as expressly provided in the applicable order form or by applicable law.
- Payment. You authorize us and our payment processors to charge your designated payment method for all fees due. If a charge is declined, we may suspend the Services until payment is received.
- Taxes. Fees are exclusive of taxes, levies, and duties, all of which you are responsible for paying, other than taxes based on the Company’s net income.
- Price Changes. We may change fees for renewal terms upon at least thirty (30) days’ prior notice.
6. Term; Cancellation
Unless otherwise stated in an order form, engagements continue on a month-to-month basis and may be cancelled by either party for any reason on at least thirty (30) days’ written notice. Cancellation does not entitle the Client to a refund of prepaid fees except where required by applicable law or expressly stated in the order form.
7. Non-Solicitation and Non-Circumvention
During the term of an engagement and for twelve (12) months after its termination, the Client agrees not to, directly or indirectly, engage, hire, contract with, or solicit the services of any MVA introduced to the Client by the Company outside of the Services, or to induce any MVA to terminate their relationship with the Company. If the Client breaches this Section, the Client shall pay the Company a liquidated damages equal to twelve (12) months of the then-current monthly fee for the affected MVA, which the parties agree is a reasonable estimate of the harm and not a penalty.
8. Client Responsibilities
- Comply with all laws applicable to the Client’s practice, including HIPAA, state privacy laws, and rules of professional conduct.
- Provide MVAs with lawful, safe, and appropriate work assignments, materials, and access.
- Refrain from asking an MVA to render clinical judgment, provide medical advice to patients, or perform any act that requires licensure the MVA does not hold in the applicable jurisdiction.
- Execute a Business Associate Agreement with the Company before disclosing Protected Health Information in connection with the Services.
- Review the Company’s HIPAA Security and Privacy Policies, which govern how MVAs handle patient information.
9. Acceptable Use
You agree not to, and not to permit any third party to:
- Use the Services in violation of any applicable law or regulation, including anti-discrimination and labor laws;
- Upload or transmit malicious code, or attempt to gain unauthorized access to the Services or related systems;
- Reverse-engineer, scrape, or copy any portion of the Services except as expressly permitted;
- Impersonate any person or entity or misrepresent your affiliation with any person or entity;
- Use the Services to harass, defraud, or defame any person, including MVAs.
10. Intellectual Property
The Services, including all text, graphics, logos, software, and content (other than Client-provided materials), are the property of the Company or its licensors and are protected by intellectual property laws. Subject to these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purpose. All rights not expressly granted are reserved. “CloudNook” and related marks are trademarks of the Company.
11. Confidentiality
Each party shall protect the other party’s Confidential Information with the same care it uses to protect its own confidential information of like importance, and in no event less than a reasonable standard of care. Neither party shall use the other party’s Confidential Information except to perform its obligations or exercise its rights under these Terms. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without a duty of confidentiality.
12. Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY MVA WILL PERFORM TO ANY PARTICULAR STANDARD.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY OR ITS OFFICERS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, LOST DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO THE COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ARE AN ESSENTIAL PART OF THE BARGAIN.
14. Indemnification
You agree to defend, indemnify, and hold harmless the Company and its officers, members, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your use of the Services in breach of these Terms; (b) your violation of any law or the rights of any third party; (c) your provision of instructions, materials, or Protected Health Information to any MVA; or (d) the Client’s clinical practice or business operations.
15. Termination
The Company may suspend or terminate your access to the Services immediately, without notice, if you materially breach these Terms, fail to pay fees when due, or engage in conduct that in the Company’s reasonable judgment poses a risk to the Company, its personnel, other users, or MVAs. Sections 3, 7, and 10 through 17 survive termination.
16. Governing Law; Venue; Jury Waiver
These Terms are governed by the laws of the State of New Mexico, without regard to its conflict-of-laws principles. Any action or proceeding arising out of or related to these Terms shall be brought exclusively in the state or federal courts located in Doña Ana County, New Mexico, and the parties consent to the personal jurisdiction of those courts. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.
17. Dispute Resolution
Before initiating any formal proceeding, the parties shall attempt in good faith to resolve any dispute through written notice and a thirty (30) day negotiation period between authorized representatives of each party. Nothing in this Section prevents a party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.
18. Miscellaneous
- Entire Agreement. These Terms, together with any order form or Business Associate Agreement executed by the parties, constitute the entire agreement between the parties and supersede all prior discussions.
- Modifications. We may update these Terms from time to time by posting a revised version on the Sites. Material changes will be identified by an updated Effective Date. Your continued use of the Services after changes take effect constitutes acceptance.
- Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
- Severability. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.
- Notices. Legal notices to the Company must be sent to the address in Section 19.
- Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
19. Contact
Masterful Ventures LLC (d/b/a CloudNook)
Attn: Legal
Email: legal@mycloudnook.com