Terms of Service

These Terms of Service (“Terms”) govern your use of the LittleClouds website, applications, and services (the “Services”) provided by [LEGAL ENTITY NAME](“LittleClouds,” “we,” “us,” or “our”). By creating an account, clicking “I agree,” or otherwise using the Services, you agree to these Terms. If you are using the Services on behalf of a business, you represent that you have authority to bind that business, and “you” refers to both you and that business.

1. Accounts & eligibility

You must be at least 18 years old and able to form a binding contract to use the Services. The Services are intended for use by licensed or certified lactation consultants (for example, IBCLCs) and their authorized staff operating in the United States. You are responsible for keeping your credentials secure, for all activity under your account, and for promptly notifying us of any unauthorized use at security@littleclouds.app.

You agree to provide accurate information, to keep your account information current, and not to impersonate any person or entity.

2. The Services

LittleClouds provides cloud-hosted practice management software, including scheduling, clinical documentation, messaging, invoicing, and superbill generation. The Services are software tools. LittleClouds is not a healthcare provider, not a medical device, and does not provide medical advice or clinical decision support. You remain solely responsible for the clinical judgment, diagnosis, and care you provide to your clients.

3. Fees, trials, and billing

• Subscription fees. You agree to pay the fees described on our pricing page or in a written order form. Fees are charged in advance and are non-refundable except as required by law.
• Free trials. If we offer a free trial, we will describe the length and conditions at signup. At the end of a trial, if you have entered payment details, we will begin billing your subscription unless you cancel first.
• Renewals. Subscriptions renew automatically for successive periods (monthly or annual, as selected) at the then-current rate unless you cancel before the renewal date.
• Taxes. Fees are exclusive of applicable taxes, which you are responsible for paying.
• Late payments. We may suspend or downgrade Services for unpaid amounts after reasonable notice.
• Payment processor.Payments are processed by Stripe. Your use of the payment features is subject to Stripe's terms.
• Price changes.We may change fees on at least 30 days' notice for the next renewal period.

4. Your content & data

You retain all rights to the content you submit to the Services (“Your Content”), including client records, clinical notes, messages, and files. You grant LittleClouds a limited, non-exclusive license to host, process, transmit, and display Your Content solely as needed to provide the Services to you.

You represent that you have all rights and permissions necessary to submit Your Content and to authorize LittleClouds' processing of it, including, where applicable, the right to share Protected Health Information with us as a Business Associate under HIPAA.

We may use de-identified or aggregated information derived from usage of the Services (that is not reasonably linkable to you or to any individual) to operate, analyze, and improve the Services.

5. HIPAA & clinical use

If your use of the Services involves Protected Health Information (“PHI”) as defined under HIPAA, our Business Associate Agreement(“BAA”) governs our handling of that PHI and is incorporated into these Terms by reference. You accept the BAA by creating an account.

You are responsible for:

• Lawfully collecting and disclosing PHI to LittleClouds, including obtaining any consents required by law.
• Configuring your account (including staff access, message content, and retention) in a way that complies with your legal and ethical obligations.
• Providing your own Notice of Privacy Practices to your clients, handling patient rights requests, and maintaining records for the retention periods required by your state and professional licensing rules.
• Not storing PHI of individuals you do not have a legal basis to collect information about.

6. Acceptable use

You agree not to, and not to allow any third party to:

• Use the Services in violation of any law, regulation, or the rights of others.
• Upload malware or content that infringes intellectual property, defames, harasses, or threatens.
• Attempt to access data or accounts you are not authorized to access, probe for vulnerabilities, or bypass security measures without prior written authorization.
• Reverse engineer, decompile, or attempt to extract the source code of the Services, except to the extent this restriction is prohibited by law.
• Use the Services to send unsolicited marketing, build a competing product, or scrape or harvest data.
• Use the Services to provide clinical services to patients in jurisdictions where you are not authorized to practice.
• Use the Services for emergency or life-critical communications. The Services are not a substitute for emergency care. Clients in medical emergencies should call 911 or their local emergency number.

We may suspend or terminate access for violations of this section, with or without notice, where we reasonably believe suspension is necessary to protect the Services, our users, or third parties.

7. License & intellectual property

Subject to these Terms and your payment of fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business use.

LittleClouds and its licensors own and reserve all rights in the Services, including all software, designs, trademarks, logos, and documentation. Feedback you provide about the Services is non-confidential, and we may use it without restriction.

8. Third-party services

The Services may allow you to connect to third-party tools. Your use of those tools is governed by their own terms, and we are not responsible for their availability or behavior. You authorize LittleClouds to exchange data with third-party tools you connect, at your direction.

9. Confidentiality

Each party will protect the other's non-public information disclosed under these Terms using at least the same care it uses for its own confidential information, and will not use or disclose it except as needed to perform under these Terms or as required by law.

10. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, LITTLECLOUDS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED.

WITHOUT LIMITING THE FOREGOING, LITTLECLOUDS DOES NOT WARRANT THAT USE OF THE SERVICES ALONE WILL SATISFY ALL OF YOUR LEGAL, REGULATORY, OR PROFESSIONAL LICENSING OBLIGATIONS, INCLUDING UNDER HIPAA. YOU REMAIN RESPONSIBLE FOR YOUR OWN COMPLIANCE PROGRAM.

11. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY YOU TO LITTLECLOUDS FOR THE SERVICES IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

THE LIMITATIONS IN THIS SECTION WILL NOT APPLY TO: (A) A PARTY'S INDEMNIFICATION OBLIGATIONS; (B) YOUR PAYMENT OBLIGATIONS; (C) A PARTY'S LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; OR (D) ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

12. Indemnification

You will defend, indemnify, and hold harmless LittleClouds and its officers, directors, employees, and agents from and against any third-party claim, demand, loss, or expense (including reasonable attorneys' fees) arising out of or relating to (a) Your Content; (b) your use of the Services in violation of these Terms or applicable law; (c) your clinical services or care decisions; or (d) your violation of a third party's rights.

LittleClouds will defend, indemnify, and hold you harmless from third-party claims that the Services, as provided by us and used in accordance with these Terms, infringe a U.S. intellectual property right. This is our sole obligation and your sole remedy for infringement claims.

13. Term & termination

These Terms apply while your account is active. You may cancel at any time from your account settings or by contacting support; fees for the current billing period are not refundable. We may suspend or terminate your account if you materially breach these Terms, if required by law, or if your account remains unpaid after notice.

On termination, your right to use the Services ends immediately. We will, as described in our Privacy Policy and Business Associate Agreement, return or destroy Your Content within a reasonable period. You are responsible for exporting any data you wish to retain before termination.

Sections that by their nature should survive (including Sections 4–7, 9–12, 15, and 16) will survive termination.

14. Changes to the Services or Terms

We may modify the Services from time to time, including by adding, removing, or changing features. We will provide reasonable notice of material, adverse changes.

We may update these Terms. If changes are material, we will notify you by email or through the Services at least 30 days before they take effect for existing accounts, except where a shorter period is required to comply with law. Your continued use of the Services after the effective date means you accept the updated Terms.

15. Governing law & disputes

These Terms are governed by the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules. For any dispute not subject to arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts located in [COUNTY, STATE].

Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in [COUNTY, STATE] (or by video conference at the election of the party filing). Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver.The parties may bring claims against the other only in their individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of representative or class proceeding.

Right to opt out. You may opt out of arbitration by sending written notice to legal@littleclouds.app within 30 days of first accepting these Terms, stating your name, account email, and that you decline arbitration. Opting out will not affect any other part of these Terms.

Nothing in these Terms prevents either party from seeking injunctive or equitable relief in court to protect intellectual property or confidential information.

16. General provisions

• Entire agreement. These Terms, together with our Privacy Policy and BAA, are the entire agreement between the parties and supersede prior agreements on the subject matter.
• 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.
• No waiver. Failure to enforce a provision is not a waiver of later enforcement.
• Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.
• Notices. Notices to you will be sent by email to the address on file. Notices to us must be sent to legal@littleclouds.app and to [BUSINESS ADDRESS].
• Independent contractors. The parties are independent contractors; these Terms do not create a partnership, agency, or joint venture.

17. Contact us

[LEGAL ENTITY NAME]
Attn: Legal
[BUSINESS ADDRESS]
Email: legal@littleclouds.app