Terms of Service

Effective Date: April 15, 2026  •  Version: 2026-04-15

These Terms of Service ("Terms") are a binding agreement between you and NightCurrent Labs LLC ("NightCurrent," "we," "us," or "our"). They govern your access to and use of our website, applications, messaging tools, APIs, dashboards, AI-enabled workflows, and related services (collectively, the "Services").

NightCurrent Labs LLC  •  16192 Coastal Highway, Lewes, DE 19958  •  legal@nightcurrentlabs.com

1. Eligibility and Business Use

You may use the Services only if you can form a binding contract and are legally permitted to use the Services. If you use the Services on behalf of a company or other organization, you represent that you are authorized to bind that entity to these Terms.

Unless we agree otherwise in writing, the Services are offered for business use and are not directed to children under 13.

2. Services

NightCurrent provides software and related services designed to help businesses manage customer communications, workflows, lead intake, and AI-assisted tasks. Features may include website forms, messaging, dashboards, analytics, automations, and integrations with third-party services.

We may add, remove, or modify features from time to time. We may also suspend or limit access to protect the Services, comply with law, or address security, fraud, abuse, or provider restrictions.

3. Accounts and Security

You are responsible for:

  • keeping account credentials confidential and not sharing them with unauthorized persons;
  • using strong, unique passwords and enabling any multi-factor authentication features we offer;
  • restricting access to your account to authorized personnel only;
  • ensuring that all users under your account comply with these Terms; and
  • promptly notifying us at legal@nightcurrentlabs.com of any suspected unauthorized access, credential compromise, or account misuse.

You remain responsible for all activity under your account unless caused by our gross negligence or willful misconduct. We are not liable for losses resulting from compromised credentials where you failed to notify us promptly after becoming aware of the compromise.

4. Customer Responsibilities

You are responsible for all content, contacts, instructions, messages, campaigns, prompts, and workflows you or your users submit to or run through the Services ("Customer Content"). You agree that you will:

  • obtain all required rights, notices, and consents before uploading or using Customer Content;
  • comply with all applicable laws and industry rules relating to calls, text messages, email, privacy, advertising, consumer protection, sanctions, and recordkeeping;
  • maintain records showing consent where required;
  • honor opt-out, revocation, and unsubscribe requests;
  • use the Services only for lawful, authorized, and non-deceptive purposes; and
  • review AI-generated outputs before relying on or sending them where human review is reasonably required.

You must not use the Services for emergency communications, life-safety decisions, legal advice, medical diagnosis, credit eligibility, employment screening, or other high-risk uses unless we expressly agree in writing.

5. Prohibited Uses

You may not, and may not allow others to:

  • use the Services for spam, unlawful robocalling, unauthorized texting, phishing, fraud, scams, harassment, surveillance, or impersonation;
  • send communications without required consent or in violation of applicable communications laws or carrier rules;
  • use the Services to promote or facilitate illegal, harmful, deceptive, or exploitative conduct;
  • upload or transmit malicious code or attempt to disrupt or probe the Services;
  • circumvent security, access controls, rate limits, or usage restrictions;
  • use the Services to process special categories of highly sensitive data unless we expressly agree in writing;
  • resell, sublicense, or white-label the Services unless authorized in writing; or
  • reverse engineer, decompile, or create derivative works from the Services except to the extent prohibited by law.

6. Software Platform — Not Professional Services

NightCurrent provides software tools — not professional, legal, financial, tax, medical, safety, or trade services. We are not a licensed contractor, attorney, accountant, physician, financial adviser, or regulated professional of any kind. Nothing in the Services or in any AI-generated output constitutes professional advice of any kind.

You remain solely responsible for the conduct of your business, compliance with laws governing your industry, and the professional quality of all work performed by you, your employees, or your subcontractors. The Services are a workflow and communication aid — they do not verify the accuracy of customer data, guarantee job outcomes, assess the safety of physical work, or assume any obligation that belongs to a licensed professional. Do not use the Services as a substitute for professional judgment or as a safety-critical system.

7. AI Features

Certain features use third-party AI models or automation tools. AI outputs may be incomplete, inaccurate, outdated, biased, or inappropriate. You must review AI-generated content before sending it to customers, relying on it for operational decisions, or using it to fulfill legal obligations. We do not guarantee that AI output is correct, lawful, non-infringing, or fit for any particular purpose.

You accept full responsibility for AI-generated messages, recommendations, and workflow outputs dispatched under your account. NightCurrent is not liable for consequences arising from unreviewed AI outputs, customer harm caused by AI-generated communications sent without appropriate review, or decisions made in reliance on AI output without human oversight.

8. Integrations and Third-Party Services

The Services may interoperate with third-party platforms, including hosting, database, AI, telephony, email, or analytics providers. Your use of third-party services is governed by those providers' terms and policies. We are not responsible for third-party products, services, downtime, or changes outside our control.

9. Fees and Payment

Fees, billing terms, and usage limits will be described in your order form, invoice, proposal, or pricing page. Unless otherwise stated: fees are due in U.S. dollars; fees are non-refundable except as required by law or as expressly stated in writing; and we may suspend Services for nonpayment after reasonable notice. You are responsible for taxes, duties, and similar governmental charges other than taxes based on our net income.

10. Confidentiality

Each party may receive non-public information from the other that is marked confidential or should reasonably be understood as confidential ("Confidential Information"). The receiving party will use Confidential Information only as needed to exercise its rights and fulfill its obligations under these Terms and will protect it using reasonable care. Confidential Information does not include information that becomes public without breach of these Terms, was already known without confidentiality restriction, is independently developed, or is lawfully obtained from a third party without restriction.

11. Customer Content and Feedback

As between the parties, you retain ownership of Customer Content. You grant us a non-exclusive, worldwide, limited license to host, process, transmit, store, and use Customer Content only as needed to provide, secure, support, improve, and comply with law in connection with the Services. If you provide feedback, ideas, or suggestions, we may use them without restriction or obligation.

12. Service Availability and Support

We will use commercially reasonable efforts to provide the Services, but we do not guarantee uninterrupted or error-free operation. Maintenance, security events, provider outages, and other factors may affect availability. Any support commitments will be governed by your order form or separate support terms, if any.

13. Privacy and Data Protection

Our Privacy Policy describes how we collect, use, and share personal information. If we process personal data on your behalf as a service provider or processor, our Data Processing Addendum applies and is incorporated into these Terms by reference. You agree not to submit information subject to HIPAA, PCI-DSS, GLBA, FERPA, or similar regulated frameworks unless we expressly agree in writing.

14. Security Incident Notification

NightCurrent maintains reasonable administrative, technical, and physical safeguards designed to protect the Services and Customer Content against unauthorized access, loss, alteration, or disclosure. In the event of a confirmed security incident that affects your Customer Content, we will:

  • notify you without undue delay after we confirm the incident, and in no event later than 72 hours after confirmation where required by applicable law;
  • provide information reasonably necessary for you to understand the nature and scope of the incident and to meet your own notification obligations; and
  • take reasonable steps to contain, investigate, and remediate the incident.

Notification will be sent to the email address associated with your account administrator. You are responsible for keeping that contact information current. We are not liable for failures to notify that result from inaccurate or outdated contact information you have provided.

You are responsible for implementing your own security measures for your systems, for maintaining secure access to your account credentials, and for any obligations you have to notify your own customers or regulators in connection with an incident. Our notification obligation described above is a service commitment and does not create or expand any liability beyond the limits stated in Section 17.

15. Suspension and Termination

We may suspend or terminate access immediately if we reasonably believe your use violates these Terms, law, or third-party provider rules; your use creates security, legal, or reputational risk; your account is involved in fraud, abuse, or payment delinquency; or suspension is necessary to protect the Services, our users, or the public. You may stop using the Services at any time. Provisions that by their nature should survive termination will survive.

16. Disclaimers

The Services are provided "as is" and "as available." To the maximum extent permitted by law, NightCurrent disclaims all warranties, express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, secure, error-free, or that outputs (including AI-generated outputs) will be accurate, complete, or suitable for any purpose. NightCurrent does not warrant results, revenues, leads, bookings, or any business outcome from your use of the Services.

17. Limitation of Liability

To the maximum extent permitted by law: (a) NightCurrent will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, leads, customers, or business interruption, even if advised of the possibility of such damages; and (b) NightCurrent's total aggregate liability arising out of or relating to the Services or these Terms — whether in contract, tort, statute, or otherwise — will not exceed the greater of (i) the amounts actually paid by you to NightCurrent for the Services in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) USD $500. These limits apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose, except to the extent prohibited by applicable law.

18. Indemnification

You will defend, indemnify, and hold harmless NightCurrent and its officers, directors, employees, and agents from and against third-party claims, losses, liabilities, damages, judgments, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your Customer Content; (c) your violation of these Terms; (d) your violation of applicable law, third-party rights, or communications rules; (e) AI-generated messages or communications sent through your account; or (f) any claim by your customers or end users arising from your business operations or use of the Services.

19. Force Majeure

Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, governmental actions, telecommunications or internet outages, power failures, labor disputes, or failures of third-party infrastructure providers (including cloud hosting, AI, or telephony providers). The affected party will notify the other promptly and will resume performance as soon as reasonably practicable. Obligations to pay money are not excused by this section.

20. Dispute Resolution

Before initiating formal legal proceedings, you agree to contact us at legal@nightcurrentlabs.com and provide a written description of the dispute, including the relief sought. The parties will attempt to resolve the dispute informally for at least thirty (30) days before either party pursues litigation or other proceedings. Nothing in this section prevents either party from seeking emergency injunctive or equitable relief where delay would cause irreparable harm.

21. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. Subject to Section 20, any dispute arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in Delaware, and each party consents to personal jurisdiction and venue there.

22. General Provisions

These Terms, together with the Privacy Policy, Acceptable Use Policy, and any applicable Data Processing Addendum or order form, constitute the entire agreement between the parties with respect to the Services and supersede all prior agreements on the same subject. If any provision is found unenforceable, the remaining provisions remain in full force. A waiver of any right is not a waiver of any other right or of the same right on any future occasion. Neither party may assign these Terms without the other's prior written consent, except that NightCurrent may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets. These Terms do not create a partnership, agency, joint venture, or employment relationship.

23. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will post the updated Terms on our website, update the Effective Date and Version above, and where required by law provide additional notice. Continued use of the Services after the updated Terms become effective constitutes acceptance of the updated Terms. The version string above (e.g., "2026-04-15") identifies the specific version of these Terms that was in effect on that date and that each customer agreed to at signup.

24. Contact

Questions about these Terms may be sent to:
NightCurrent Labs LLC  •  16192 Coastal Highway, Lewes, DE 19958
legal@nightcurrentlabs.com