Terms & Conditions
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. BY ACCESSING OR USING THE MONKEY DESK PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS IN THEIR ENTIRETY.
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. BY ACCESSING OR USING THE MONKEY DESK PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS IN THEIR ENTIRETY.
Last Updated: June 2025
Monkey Brain LLC — Monkey DESK (M:DESK)
These Terms and Conditions (hereinafter, 'Agreement' or 'Terms') govern the contractual relationship between you (hereinafter, 'User,' 'Client,' or 'Subscriber') and Monkey Brain LLC, a limited liability company organized under the laws of the Commonwealth of Puerto Rico, operating the business management platform known as Monkey DESK (M:DESK), with its website at monkeydesk.io.
By creating an account, completing the registration process, making a payment, or accessing any feature of the Platform, you represent that: (1) you have read, understood, and agreed to these Terms in their entirety; (2) you are at least 18 years of age; (3) you have the legal capacity to enter into binding contracts, either personally or on behalf of a business entity; and (4) the information provided during registration is truthful, accurate, and complete.
Monkey DESK (M:DESK) is a high-performance business management platform developed and operated by Monkey Brain LLC. M:DESK incorporates proprietary developments of Monkey Brain LLC — including configurations, automations, workflows, proprietary artificial intelligence agents, custom integrations, and the user experience of the Platform — built upon a high-performance enterprise technology infrastructure provided by world-class strategic technology partners ('Third-Party Infrastructure'). The Platform includes, among other features:
The M:DESK Platform operates on Third-Party Infrastructure managed by strategic technology partners subject to strict confidentiality agreements and service level commitments, whose identities are not publicly disclosed for operational security and commercial strategy reasons. The User agrees that certain features, availability, and performance of the Platform may depend on said Third-Party Infrastructure. Monkey Brain LLC shall not be liable for interruptions, data loss, or service changes caused by modifications to the Third-Party Infrastructure or its sub-providers. Use of the Platform is additionally subject to the service agreements of our technology infrastructure providers, which are incorporated by reference into this Agreement.
3.1 Available Plans
Monkey DESK currently offers three (3) subscription plans:
All plans include the option to purchase an Onboarding and Personalized Configuration service for a one-time fee of $299.00 USD (optional). Prices may vary based on promotions in effect at the time of subscription. Monkey Brain LLC reserves the right to modify plan prices with at least thirty (30) days' prior notice.
3.2 Optional Add-Ons
The following additional services are available for a separate monthly fee:
3.3 Payment Processing
All payments are securely processed through Stripe, Inc. By providing your payment information, you authorize Monkey Brain LLC to make recurring charges according to your selected plan and billing cycle. The Platform does not directly store credit or debit card data; such information is managed exclusively by Stripe under PCI DSS security standards.
3.4 Onboarding and Personalized Configuration (Optional)
M:DESK offers an optional Onboarding and Personalized Configuration service for a one-time fee of $299.00 USD, available for all plans. This service covers initial account setup, Platform environment customization, data import, a training session with the M:DESK team, and welcome materials. This fee is non-refundable once the configuration process has begun. Purchasing this service is entirely voluntary; the Client may choose to configure the Platform independently at no additional cost.
3.5 Taxes
Stated prices do not include applicable taxes. The User is solely responsible for determining, calculating, reporting, and remitting all applicable taxes arising from their business operations and transactions, including but not limited to Puerto Rico's Sales and Use Tax (IVU) and any applicable federal or state taxes. Monkey Brain LLC provides technology tools only and does not provide tax, accounting, or professional advisory services.
4.1 Cancellation by the User
The User may cancel their subscription at any time. Cancellations must be requested at least five (5) business days prior to the next renewal date through the authorized support channels: (i) email to Service@monkeydesk.io; or (ii) phone call to (787) 663-6373 during business hours.
Cancellation will not give rise to a refund for the current billing period. Access to the Platform will remain active until the last day of the already-paid subscription period.
4.2 Termination by Monkey Brain LLC
Monkey Brain LLC reserves the right to suspend or terminate the User's access to the Platform, immediately and without prior notice, in the event of: (a) breach of these Terms; (b) fraudulent, illegal activity, or activity that violates third-party rights; (c) non-payment; (d) instruction from technology infrastructure providers or other competent regulatory authorities; or (e) any conduct that, in Monkey Brain LLC's reasonable judgment, is harmful to the Platform, other users, or third parties.
4.3 Effects of Termination
Upon account termination, the User immediately loses access to all data, configurations, and content stored on the Platform. Monkey Brain LLC assumes no liability for data loss resulting from account termination. Users are strongly advised to export and back up all their information prior to the effective cancellation date.
The User agrees not to use the Platform for any of the following purposes:
Monkey Brain LLC reserves the right to monitor Platform usage and take corrective measures as it deems appropriate, including immediate account suspension, in the event of any prohibited use.
6.1 Monkey Brain LLC Ownership
Monkey DESK (M:DESK) incorporates proprietary technological and creative developments of Monkey Brain LLC, including: advanced Platform configurations, proprietary artificial intelligence agents, process automations, workflows, marketing templates, custom integrations, visual identity, trade name, logos, institutional mascot (astronaut monkey), and the user experience of the Platform. All these elements are the exclusive property of Monkey Brain LLC and are protected by the intellectual property laws of the United States and Puerto Rico.
The Platform operates on Third-Party Infrastructure licensed from strategic technology partners. Monkey Brain LLC has developed on said infrastructure a proprietary layer of features, customizations, and integrations that constitute the differentiated product that the User contracts under the Monkey DESK (M:DESK) brand.
6.2 User Data
The User retains all rights to the data, content, and information they upload or generate on the Platform ('Customer Data'). The User grants Monkey Brain LLC a limited, non-exclusive, royalty-free license to use, process, and store such Data solely to the extent necessary to provide the contracted services and fulfill the obligations established in this Agreement.
6.3 Feedback
Any suggestions, comments, or feedback that the User provides to Monkey Brain LLC regarding the Platform may be used by Monkey Brain LLC without restriction, compensation, or obligation to the User.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MONKEY BRAIN LLC, ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL MONKEY BRAIN LLC'S TOTAL CUMULATIVE LIABILITY TO THE USER EXCEED THE TOTAL AMOUNT PAID BY THE USER TO MONKEY BRAIN LLC IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY INVOKED (CONTRACT, TORT, NEGLIGENCE, OR OTHER) AND EVEN IF MONKEY BRAIN LLC HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
The User agrees to defend, indemnify, and hold harmless Monkey Brain LLC and its directors, employees, agents, partners, contractors, and licensors (including technology infrastructure providers) from and against any claims, demands, losses, damages, costs, and reasonable attorneys' fees arising from: (a) your use or misuse of the Platform; (b) breach of these Terms; (c) your violation of any applicable law or regulation; (d) third-party claims related to the content, data, or communications the User generates through the Platform; or (e) disputes with your own customers arising from the use of the Platform.
THE PLATFORM IS PROVIDED 'AS IS' AND 'AS AVAILABLE,' WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Monkey Brain LLC does not warrant that the Platform will be uninterrupted, error-free, or that it will meet all of the User's specific requirements. Access to the Platform may be affected by factors beyond Monkey Brain LLC's control, including interruptions to Third-Party Infrastructure, failures in third-party services, or force majeure events.
Monkey Brain LLC aims to maintain Platform availability of 99.9%. However, this service level is not contractually guaranteed. Any specific availability commitment must be agreed upon in writing in a separate Service Level Agreement. Scheduled maintenance windows will be communicated with at least 48 hours' advance notice through M:DESK's official communication channels.
Monkey Brain LLC reserves the right to modify these Terms at any time. Modifications will be effective from the moment of their publication on monkeydesk.io. When changes are material, Monkey Brain LLC will notify the User by email or through a prominent notice on the Platform at least fifteen (15) days in advance. Continued use of the Platform after notification will constitute acceptance of the modified Terms.
This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico and the applicable federal laws of the United States of America, without giving effect to any conflict of law principles.
13.1 Applicability
The provisions of this Section 13 apply exclusively to Users who are healthcare providers, health plans, healthcare clearinghouses, or any other entity subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), 42 U.S.C. § 1320d et seq., and its implementing regulations codified at 45 C.F.R. Parts 160 and 164 (collectively, the 'HIPAA Rules').
13.2 HIPAA Add-On and BAA Requirement
Any User that is a Covered Entity under HIPAA ('Healthcare Sector Client') must, before storing, processing, or transmitting any Protected Health Information (PHI) or Electronic Protected Health Information (ePHI) through the M:DESK Platform:
Failure to comply with any of these three requirements constitutes a material breach of these Terms and may result in immediate account termination, without prejudice to the legal and regulatory liabilities that fall exclusively on the Healthcare Sector Client.
13.3 Roles of the Parties
In the context of managing patient PHI, the Parties acknowledge their respective roles under HIPAA:
13.4 Absolute Prohibition Without Active Add-On
THE ENTRY, STORAGE, PROCESSING, OR TRANSMISSION OF ANY PATIENT PHI OR ePHI THROUGH THE M:DESK PLATFORM IS STRICTLY PROHIBITED WITHOUT THE HIPAA COMPLIANCE ADD-ON BEING ACTIVE AND THE BAA HAVING BEEN EXECUTED AND SIGNED BY BOTH PARTIES. THIS PROHIBITION IS ABSOLUTE AND ADMITS NO EXCEPTIONS. MONKEY BRAIN LLC SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR THE LEGAL, REGULATORY, ADMINISTRATIVE, OR CIVIL CONSEQUENCES ARISING FROM THE HEALTHCARE SECTOR CLIENT'S NON-COMPLIANCE WITH THIS PROVISION.
13.5 HIPAA-Specific Indemnification
Without prejudice to the general indemnification clause (Section 8), the Healthcare Sector Client agrees to indemnify, defend, and hold harmless Monkey Brain LLC and its directors, employees, agents, and subcontractors from and against any claims, fines, penalties, investigations, civil penalties, or damages imposed by the Department of Health and Human Services (HHS), the Office for Civil Rights (OCR), or any other federal or state authority, arising from: (a) the Healthcare Sector Client's use of the Platform in violation of the HIPAA Rules; (b) storage of PHI without the HIPAA Add-On active; or (c) the Healthcare Sector Client's breach of the BAA.
13.6 Compliance Audits
Monkey Brain LLC may request evidence of HIPAA compliance from the Healthcare Sector Client at any time during the term of the contract. The Healthcare Sector Client must cooperate with such requests within a reasonable period of no more than fifteen (15) business days. Failure to cooperate may result in preventive suspension of Platform access.
ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE PLATFORM SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING INDIVIDUAL ARBITRATION, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) OR JAMS, AS ELECTED BY MONKEY BRAIN LLC, UNDER THEIR COMMERCIAL ARBITRATION RULES IN EFFECT AT THE TIME OF THE DISPUTE.
Arbitration shall take place in Puerto Rico, in English or Spanish at the election of the parties. The arbitrator shall have authority to award the same remedies as a court of competent jurisdiction. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction.
CLASS ACTION WAIVER: YOU AND MONKEY BRAIN LLC EXPRESSLY WAIVE THE RIGHT TO PARTICIPATE IN CLASS ACTION LAWSUITS OR CLASS ARBITRATIONS. ANY PROCEEDINGS SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY.
Nothing herein shall prevent either party from seeking injunctive or emergency relief before a court of competent jurisdiction when necessary to prevent irreparable harm.
For questions or concerns about these Terms, please contact us:
Monkey Brain LLC — Monkey DESK (M:DESK)
Email: Hello@monkeydesk.io
Sales: (787) 558-5868
Support: Service@monkeydesk.io | (787) 663-6373
Website: monkeydesk.io
Puerto Rico, United States of America
© 2025 Monkey Brain LLC — All Rights Reserved | Puerto Rico, U.S.A.
