How this Agreement applies
This Master Services Agreement (“Agreement“) is Clineo LLC’s (“Provider,” “we,” “us”) standing agreement for every engagement we deliver. When you sign a Proposal that references this Agreement, you agree to be bound by this Agreement as written here on the date you sign, together with that Proposal’s specific scope, price, and payment terms. You don’t sign this page itself — signing the Proposal is what makes both documents binding, the same way agreeing to a store’s posted return policy doesn’t require its own signature. We always give you this page’s address in the Proposal, and we keep a dated copy of this page’s text as of your signing date on file — email hello@clineo.tech if you’d like your copy.
Effective date: September 1, 2026.
1. Scope of this Agreement
You engage Provider for the services described in one or more Proposals you sign (each, a “Proposal“). Each signed Proposal identifies the specific scope, price, and payment schedule for that engagement, and incorporates this Agreement by reference. This Agreement’s terms govern every Proposal you sign — you don’t need a separate copy of this Agreement for each additional Proposal, only the new Proposal itself. Throughout this Agreement, “Client” or “you” means whichever client entity is identified in the applicable signed Proposal.
2. Services, Scope, and Payment
2.1 Scope. The specific deliverables, tier, and price for each engagement are as stated in the applicable signed Proposal. If this Agreement and a signed Proposal conflict regarding deliverables, tier, pricing, or payment terms (including billing mechanism or minimum term), the signed Proposal controls.
2.2 Payment — one-time build fees. For any engagement with a one-time build fee, you pay a 30% deposit at signing and the balance at launch, unless the signed Proposal states otherwise. This is Provider’s “Option A — Upfront” payment path (see clineo.tech/pricing §Payment Terms). For builds of $2,500 or more paired with a plan term of 12 months or longer, a signed Proposal may instead offer “Option B — Installments”: the same 30% deposit at signing, with the balance amortized evenly across the plan’s minimum term plus a program charge of 8% of the deferred amount, stated as a dollar figure in the Proposal. You may pay the remaining balance early at any time, crediting the unearned portion of the program charge proportionally.
2.3 Payment — recurring fees. For any engagement with a recurring (e.g. monthly) plan fee, you pay a one-time onboarding fee equal to one month’s plan fee, due at signing (see clineo.tech/pricing §Monthly Plans), in addition to any build deposit under §2.2 if the engagement also includes a build, unless the signed Proposal states otherwise. The plan runs for the minimum term stated in your signed Proposal; after that minimum term elapses, either party may cancel on 30 days’ written notice. Ongoing plan fees are billed month-to-month, in advance, via card on file in Stripe — Provider’s standing billing mechanism for recurring fees. You authorize Provider to charge the card on file automatically on each billing date.
2.4 Late payment. Amounts not paid within 10 days of the due date accrue a late charge of the lesser of 1.5% per month or the maximum permitted by Arizona law.
2.5 Out-of-scope work. Anything beyond a signed Proposal’s stated scope is billed at Provider’s standard hourly rate of $175/hour, quoted and approved by you in writing before Provider starts.
3. Ownership
Upon Provider’s receipt of full payment for a given engagement, you own the final deliverables as delivered under that engagement. Provider retains ownership of its pre-existing tools, templates, code libraries, and know-how, and grants you a license to use them as embedded in the deliverables for as long as any related hosting or subscription (if applicable) remains active.
4. No PHI or Insurance/Claims Data
Provider will only receive or process Protected Health Information (PHI) or insurance/claims data if you separately engage Provider for claims processing under Provider’s Claims Engine product. Regardless of your industry, this Agreement and every engagement under it exclude PHI and insurance-payer or claims data. You will not provide, and Provider will not seek, collect, or process, such data under this Agreement. No Business Associate Agreement is required for the scope this Agreement covers.
If you need claims processing or insurance-eligibility services, that requires becoming a customer of Provider’s separate Claims Engine product — governed entirely by Claims Engine’s own terms, not by this Agreement or any amendment to it.
5. Confidentiality
Each party will keep the other’s non-public business information confidential and use it only to perform this Agreement, for 2 years after disclosure. This does not cover information that is public, independently developed, rightfully received from a third party, or required to be disclosed by law or valid court order (the disclosing party will give prompt notice where legally permissible).
6. Warranties, Liability, and General Terms
6.1 Warranties and liability. Services are provided on a commercially reasonable, professional basis. Provider disclaims all other warranties, express or implied. Neither party is liable for indirect, incidental, special, or consequential damages. Provider’s total liability arising out of a given engagement will not exceed the fees you paid Provider under that engagement’s Proposal in the 12 months before the event giving rise to the claim.
6.2 Term and termination. This Agreement applies for as long as you have an active engagement with Provider under a signed Proposal. A one-time engagement is complete upon delivery and final payment. A recurring engagement continues month-to-month, per §2.3, until canceled by either party. Either party may terminate an engagement for the other’s uncured material breach on 15 days’ written notice — a for-cause termination, distinct from an ordinary §2.3 cancellation. Upon any cancellation or termination, you remain responsible for all fees accrued and services rendered through the date that cancellation or termination takes effect.
6.3 Governing law. This Agreement is governed by the laws of the State of Arizona. Venue lies in Maricopa County, Arizona.
6.4 Independent contractor. Provider is an independent contractor, not your employee, partner, or agent.
6.5 Notices. Notices required under this Agreement must be in writing and delivered by email to the primary business contact named in the applicable Proposal (or such other address either party designates in writing).
6.6 Severability and assignment. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force. Neither party may assign this Agreement without the other’s prior written consent, except to a successor in interest.
6.7 Entire agreement. This Agreement, together with each signed Proposal it governs, is the entire agreement between the parties for the services described and supersedes prior discussions. Amendments to a specific engagement must be in writing and signed by both parties; changes to this standing Agreement are handled under “Changes to this Agreement” below.
6.8 Client entity representation. You represent and warrant that your legal name, entity type, and state of formation as set forth in your signed Proposal are accurate and complete. Provider relies on this representation without independent verification. A misrepresentation or misstatement of your legal entity name, entity type, or state of formation does not release you, or the individual executing your Proposal, from full liability under this Agreement.
6.9 Indemnification. Each party (the “Indemnifying Party”) will defend, indemnify, and hold harmless the other party and its officers, directors, employees, and agents (the “Indemnified Party”) from third-party claims, liabilities, losses, damages, and reasonable legal expenses arising from: (a) the Indemnifying Party’s material breach of this Agreement; (b) its gross negligence or willful misconduct; (c) its violation of applicable law; or (d) an allegation that materials, data, or specifications it provided infringe or misappropriate a third party’s intellectual property right. The Indemnified Party must give prompt written notice of any claim and let the Indemnifying Party control its defense and settlement (no settlement may admit the Indemnified Party’s liability without its consent). When Provider is the Indemnifying Party, its indemnity obligations under category (a) above are subject to the liability cap in §6.1, which caps only Provider’s liability; your indemnity obligations under this section are not capped by §6.1 or elsewhere in this Agreement.
6.10 Force majeure. Neither party is liable for failure or delay in performing its obligations under this Agreement — except payment obligations — to the extent caused by events beyond its reasonable control, including natural disasters, epidemics, war, civil unrest, government action, or a sustained third-party infrastructure outage. The affected party will promptly notify the other and use commercially reasonable efforts to mitigate the delay. If such an event continues for more than 30 days, either party may terminate the affected Proposal on written notice without penalty — this right exists independently of, and is not limited by, §2.3’s minimum-term or cancellation terms.
6.11 Dispute resolution. Before filing suit, the parties will attempt in good faith to resolve any dispute arising from this Agreement or a Proposal through negotiation between authorized representatives for at least 15 days, then through non-binding mediation with a mutually agreed mediator in Maricopa County, Arizona (or held virtually by agreement), each party bearing its own legal fees and splitting mediation costs evenly. Either party may sue after mediation concludes, or after 45 days from the written mediation request, whichever comes first — except that either party may seek emergency injunctive relief in court at any time to protect its intellectual property or confidential information.
6.12 Electronic signatures and counterparts. Each Proposal may be signed in counterparts, each an original, together forming one instrument. A signature delivered via e-signature software (e.g. BoldSign) or electronic transmission (e.g. PDF) is as effective as a manually signed original. This Agreement itself doesn’t require a separate signature — see “How this Agreement applies” above.
6.13 Survival. Sections that by their nature are meant to outlast termination or expiration survive it, including §2.4 (Late Payment), §3 (Ownership), §5 (Confidentiality), §6.1 (Warranties and Liability), §6.8 (Client Entity Representation), §6.9 (Indemnification), and §6.11 (Dispute Resolution).
Changes to this Agreement
If we change this Agreement, this page changes first, with a new effective date at the top. Material changes affecting active clients will be communicated directly, not just posted here. Your engagement is governed by the version of this Agreement in effect on the date you signed your Proposal — contact us if you’d like a copy of that version.
Questions about any of this: hello@clineo.tech.