Terms of Service

01 Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and NightPulse, Inc. ("NightPulse," "we," "us," or "our") governing your access to and use of the NightPulse platform, website, and all related services (collectively, the "Services").

By creating an account, signing an order form, or using any part of the Services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are entering into these Terms on behalf of a business entity, you represent that you have the legal authority to bind that entity to these Terms.

02 The Services

NightPulse provides an AI-powered front desk platform designed for aesthetic clinics and medspas. Our Services include, but are not limited to:

• AI Calling Agent: An automated voice agent that answers inbound calls to your clinic's designated phone line, handles patient inquiries, quotes pricing, and books appointments.
• Follow-Up Automation: Automated SMS and email sequences for appointment reminders, no-show recovery, review requests, and client retention.
• Lead Reactivation: Outreach campaigns to re-engage previous inquiries and cold leads from your contact database.
• Dashboard & Reporting: A web-based portal giving you visibility into all calls, transcripts, bookings, and automation activity.

We reserve the right to modify, suspend, or discontinue any feature of the Services at any time. For material changes to core functionality, we will provide at least 30 days' written notice.

03 Eligibility

You must meet the following requirements to use NightPulse:

• You must be at least 18 years of age.
• You must be operating a legitimate business entity (clinic, medspa, or related healthcare or wellness practice).
• You must have the legal authority to enter into binding contracts on behalf of your business.
• Your use of the Services must comply with all applicable federal, state, and local laws, including healthcare privacy regulations (HIPAA, where applicable) and telemarketing laws (TCPA).

NightPulse reserves the right to refuse service to any entity at its sole discretion, including businesses that operate in violation of applicable law or whose use of the Services could cause harm to callers or third parties.

04 Your Account

To access the Services, you must create an account and provide accurate, complete, and current information. You agree to:

• Maintain the security and confidentiality of your account credentials.
• Notify us immediately at hello@nightpulse.io if you suspect unauthorized access to your account.
• Accept responsibility for all activity that occurs under your account, whether or not you authorized it.
• Keep your billing information, contact details, and business information accurate and up to date.

You may not share your account credentials with third parties, create multiple accounts for the purpose of circumventing usage limits, or transfer your account to another entity without our prior written consent.

05 Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You must not use the Services to:

• Make or initiate calls, messages, or communications that violate the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, or any other applicable telecommunications law.
• Contact individuals who have opted out of communications or placed their numbers on a Do Not Call registry, unless you have a prior established business relationship as permitted by law.
• Engage in deceptive, misleading, or fraudulent practices toward your callers or patients.
• Impersonate any person or entity, or falsely misrepresent your affiliation with any person or entity.
• Transmit any material that is unlawful, harmful, defamatory, obscene, or otherwise objectionable.
• Attempt to reverse engineer, decompile, or extract the underlying AI models or source code of the Services.
• Use the Services to collect, harvest, or store patient health information in a manner that violates HIPAA or any applicable health privacy law.
• Resell, sublicense, or provide the Services to third parties without our express written consent.

Violation of these acceptable use requirements may result in immediate suspension or termination of your account without refund.

06 Call Recording & Compliance

The NightPulse AI Calling Agent records and transcribes inbound phone calls by default. As the account holder, you are solely responsible for:

• Call recording consent: Ensuring that all callers are properly notified that their call may be recorded, as required by the laws of every jurisdiction in which you operate. This is especially critical in two-party or all-party consent states including California, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Oregon, Pennsylvania, and Washington.
• TCPA compliance: Obtaining all required prior express written consent before initiating any outbound calls or text messages through the Follow-Up Automation or Lead Reactivation features.
• Do Not Call compliance: Maintaining an internal Do Not Call list and ensuring outbound contacts are not on applicable national or state Do Not Call registries, unless an exemption applies.
• HIPAA compliance: If your practice is a HIPAA-covered entity or business associate, you must execute a Business Associate Agreement (BAA) with NightPulse before using the Services to process any Protected Health Information (PHI). Contact us at hello@nightpulse.io to request a BAA.

NightPulse shall not be liable for any regulatory fines, penalties, or legal claims arising from your failure to comply with applicable call recording or telemarketing laws.

07 Fees & Payment

Fees for the Services are set out in your order form or subscription agreement. By subscribing to NightPulse, you agree to the following payment terms:

• Billing cycle: Fees are billed monthly or annually in advance, as selected at signup. Annual plans are non-refundable except as stated below.
• Automatic renewal: Your subscription renews automatically at the end of each billing cycle unless you cancel at least 5 business days before the renewal date.
• Payment method: You authorize NightPulse to charge your designated payment method for all fees. If a payment fails, we will retry up to 3 times over 7 days. Continued failure will result in service suspension.
• Price changes: We may change our pricing with 30 days' written notice. Continued use of the Services after the effective date of a price change constitutes acceptance of the new pricing.
• Taxes: All fees are exclusive of applicable taxes. You are responsible for paying all sales, use, VAT, GST, or similar taxes applicable to your purchase.
• Refunds: Monthly subscriptions are non-refundable once a billing cycle has begun. If you cancel an annual subscription within 14 days of initial purchase and have not yet gone live with the agent, you are entitled to a full refund.

Overdue accounts accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the date payment was due.

08 Intellectual Property

NightPulse's property: All software, AI models, algorithms, user interfaces, documentation, trademarks, and other technology underlying the Services are owned by NightPulse and protected by intellectual property laws. These Terms do not grant you any ownership interest in the Services.

License to use: Subject to these Terms and payment of applicable fees, NightPulse grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the subscription term.

Your content: You retain all rights to the content you provide to NightPulse, including your clinic's name, pricing information, treatment descriptions, and brand voice guidelines ("Client Content"). You grant NightPulse a limited license to use Client Content solely for the purpose of configuring and operating the AI agent on your behalf.

Feedback: If you provide suggestions or feedback about the Services, you grant NightPulse a perpetual, royalty-free license to use that feedback without compensation or attribution to you.

09 Your Data

Your use of the Services is also governed by our Privacy Policy. Key data provisions:

• You own your clinic data, call transcripts, and caller information. NightPulse processes this data as a service provider acting on your instructions.
• Upon account termination, you may request an export of your data within 30 days. After 30 days, all data may be permanently deleted.
• NightPulse does not sell your data or your callers' data to third parties.
• You are responsible for ensuring you have the necessary rights and consents to provide caller data to NightPulse for processing.

10 Warranties & Disclaimers

NightPulse warrants that it will provide the Services using reasonable care and skill, and that the Services will materially conform to their documentation during the subscription term.

11 Limitation of Liability

To the maximum extent permitted by applicable law:

• NightPulse's total cumulative liability to you for any claims arising from or related to these Terms or the Services shall not exceed the total fees paid by you to NightPulse in the three (3) months immediately preceding the event giving rise to the claim.
• NightPulse shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, loss of data, or business interruption, even if we have been advised of the possibility of such damages.
• NightPulse is not liable for damages arising from: your failure to comply with applicable laws; inaccurate information you provided to configure the agent; third-party platform outages (telephony providers, calendar services, CRM systems); or events beyond our reasonable control.

Some jurisdictions do not allow the exclusion or limitation of certain types of liability. In those jurisdictions, our liability is limited to the maximum extent permitted by law.

12 Indemnification

You agree to indemnify, defend, and hold harmless NightPulse and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from or related to:

• Your use or misuse of the Services in violation of these Terms.
• Your violation of any applicable law, including call recording consent laws, TCPA, and HIPAA.
• Any claim by a caller or patient arising from your use of the AI calling agent or automated messaging features.
• Any inaccurate information (pricing, treatments, availability) that you provided to configure the agent.
• Your infringement of any third party's intellectual property or other rights.

13 Termination

Cancellation by you: You may cancel your subscription at any time by contacting us at hello@nightpulse.io or through your account dashboard. Cancellation takes effect at the end of the current billing cycle. You will retain access to the Services until that date.

Termination by NightPulse: We may suspend or terminate your account immediately and without notice if:

• You breach any material term of these Terms and fail to cure the breach within 10 days of written notice.
• You use the Services for illegal purposes or in a way that harms callers, patients, or third parties.
• Your account is delinquent on payment for more than 14 days after the due date.
• We are legally required to do so.

Effect of termination: Upon termination, your license to use the Services ends immediately. Provisions of these Terms that by their nature should survive termination - including intellectual property, disclaimers, limitations of liability, indemnification, and dispute resolution - will survive.

14 Dispute Resolution

Informal resolution: Before initiating any formal dispute, you agree to contact us at hello@nightpulse.io and attempt to resolve the matter informally. We will respond within 10 business days. Most concerns can be resolved this way.

Governing law: These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law provisions.

Arbitration: If informal resolution fails, any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be settled by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Delaware, or at a mutually agreed location. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class action waiver: You agree that any dispute resolution proceedings will be conducted solely on an individual basis and not in a class, consolidated, or representative action. You waive your right to participate in a class action lawsuit or class-wide arbitration.

Exceptions: Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.

15 Changes to Terms

We may update these Terms from time to time. For material changes, we will provide at least 30 days' written notice by email to the address on your account before the changes take effect. Non-material changes (such as clarifications, formatting, or updates to contact information) may be made without notice.

Your continued use of the Services after the effective date of updated Terms constitutes your acceptance of the changes. If you do not agree with the updated Terms, you may terminate your subscription before the effective date without penalty for the current billing period.

16 Contact

If you have any questions about these Terms, need to report a violation, or want to request a Business Associate Agreement (BAA), please reach out: