Terms of Service

Effective [EFFECTIVE_DATE]. Questions? Contact us at [CONTACT_EMAIL_PRIVACY] (privacy) or [CONTACT_EMAIL_LEGAL] (terms). These Terms will be updated as our business evolves; we will revise the effective date and, where changes are material, provide additional notice.

These Terms of Service ("Terms") are entered into between [LEGAL_ENTITY_NAME], a [STATE_OF_FORMATION] company doing business as "NeedleMoved" ("NeedleMoved," "we," "us," or "our"), and the individual or entity agreeing to these Terms ("Customer" or "you"). These Terms govern access to and use of (a) the marketing website located at needlemoved.com (the "Site") and (b) the NeedleMoved software-as-a-service platform (the "Platform," and together with the Site, the "Service"). If you agree to these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "Customer" and "you" refer to that organization.

1. Acceptance of Terms

By accessing the Site, creating an account, or using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated herein by reference. If you do not agree, you may not access or use the Service. Additional order forms, statements of work, or addenda (including any Business Associate Agreement) that reference these Terms are incorporated into this agreement.

2. Definitions

• "Service" means the Site, the Platform, and all related features, software, APIs, documentation, and support provided by NeedleMoved.
• "Customer" means the entity or individual that has entered into these Terms.
• "Authorized User" means an employee, contractor, or agent of Customer authorized to access the Platform under Customer's account.
• "Content" means any data, text, images, audio, video, communications, or other materials submitted to or generated in the Service by or on behalf of Customer or Authorized Users.
• "Patient Data" means information relating to Customer's patients or prospective patients that is processed through the Service, including any Protected Health Information ("PHI") as defined under HIPAA.
• "Order Form" means any online signup, written order, or similar document that specifies the subscription plan, fees, and term.
• "Subscription Term" means the period during which Customer is entitled to use the Service under an Order Form.
• "Usage Fees" means charges for metered consumption of the Service, including Voice AI minutes, Conversation AI tokens, SMS and MMS messages, email sends, phone-number leases, and call-tracking minutes.

3. Eligibility

The Service is intended for business use only. By using the Service, you represent and warrant that (a) you are at least 18 years old, (b) you have the legal capacity to enter into these Terms, (c) you are not using the Service for personal, family, or household purposes, and (d) your use will comply with all applicable laws and regulations.

4. Account Registration and Security

Customer must provide accurate, current, and complete information when creating an account and maintain the accuracy of that information. Customer is responsible for safeguarding login credentials and for all activities that occur under its account, including the acts and omissions of Authorized Users. Customer must notify us promptly at [CONTACT_EMAIL_LEGAL] of any unauthorized access or suspected breach of its account. We are not liable for losses resulting from unauthorized use of Customer's account.

5. The Service

5.1 Description

NeedleMoved is an all-in-one growth platform built for med spas. The Service may include Voice AI, Conversation AI, CRM, pipelines, appointment scheduling, automation, analytics and reporting, membership management, reputation management, payments integration, and related features. Features, plans, and limits are described on the Site or in the applicable Order Form and may evolve over time.

5.2 License Grant

Subject to these Terms and payment of applicable fees, NeedleMoved grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service for Customer's internal business purposes, solely through Authorized Users.

5.3 Service Availability

We will use commercially reasonable efforts to make the Service available on a 24/7 basis, subject to scheduled maintenance, emergency maintenance, and events beyond our reasonable control. The Service is not guaranteed to be uninterrupted or error-free. Any service-level commitments will be set forth in a separate service-level addendum if executed.

6. Subscription, Billing, and Usage Fees

6.1 Fees and Pricing Model

The Service is offered on a subscription basis consisting of (a) a recurring base platform fee and (b) Usage Fees that are billed based on consumption of metered features. Current rates for metered features (including per-minute Voice AI, per-token Conversation AI, per-message SMS/MMS and email, and per-minute phone and call-tracking charges) are disclosed in Customer's account, on the Site, or in the applicable Order Form, and may be updated as described below.

6.2 Billing Cycle and Auto-Renewal

Unless otherwise specified in an Order Form, subscriptions are billed in advance on a monthly or annual cycle and will automatically renew for successive periods of the same length at the then-current rate, unless Customer cancels before the end of the current billing cycle through the account settings or by notice to [CONTACT_EMAIL_LEGAL]. Usage Fees are billed in arrears for the applicable billing period.

6.3 Payment Processor

Payments are processed by Stripe, Inc. By providing payment information, Customer authorizes us (through Stripe) to charge its payment method for all fees due and agrees to Stripe's terms and privacy policy with respect to payment processing. Customer is responsible for maintaining a valid payment method.

6.4 Fee Changes

We may change base subscription fees and Usage Fee rates from time to time. For changes to the base subscription fee, we will provide at least thirty (30) days' prior notice; changes take effect at the start of the next renewal term. For changes to Usage Fee rates (which may be driven by third-party cost changes from telephony, AI, or other providers), we will provide reasonable advance notice and the new rates will apply to usage after the effective date.

6.5 Taxes

Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, VAT, GST, excise, and similar taxes, other than taxes based on NeedleMoved's net income. If we are required to collect such taxes, they will be added to Customer's invoice.

6.6 Refunds

Except where required by law, fees are non-refundable and no credits will be issued for partial billing periods or for unused portions of a subscription. If a free trial is offered, it will automatically convert to a paid subscription at the end of the trial unless Customer cancels before the trial ends.

6.7 Late Payment and Suspension

Undisputed past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend the Service, or portions of it, if payment is more than ten (10) days past due, after providing notice and a reasonable opportunity to cure. Suspension does not relieve Customer of its obligation to pay fees.

7. Customer Content and Patient Data

As between the parties, Customer retains all right, title, and interest in and to Customer Content, including Patient Data. Customer grants NeedleMoved a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and otherwise use Customer Content solely as necessary to provide, maintain, secure, and improve the Service, to comply with law, and to enforce these Terms.

Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Content and for obtaining all necessary rights, consents, and authorizations to submit it to the Service, including any consents required under HIPAA, state health-privacy laws, the Telephone Consumer Protection Act ("TCPA"), CAN-SPAM, and applicable telemarketing and call-recording laws. Patient Data and PHI are governed by the Business Associate Agreement executed between the parties (if any); in the event of a conflict between these Terms and the BAA with respect to PHI, the BAA controls.

8. Acceptable Use Policy

Customer will not, and will not permit any Authorized User or third party to:

• Use the Service in violation of any applicable law, regulation, or third-party right;
• Send unsolicited, unlawful, deceptive, harassing, or abusive communications, or violate the TCPA, CAN-SPAM, state telemarketing laws, or call-recording/two-party consent laws;
• Upload or transmit malware, viruses, or other harmful code;
• Probe, scan, or test the vulnerability of the Service or attempt to bypass authentication, access controls, rate limits, or usage quotas;
• Reverse engineer, decompile, or disassemble the Service, except to the extent expressly permitted by applicable law;
• Use the Service to build a competing product, for competitive benchmarking, or to train a machine-learning model that competes with the Service;
• Scrape, spider, or otherwise extract data from the Service by automated means except through documented APIs;
• Resell, sublicense, or make the Service available to any third party other than Authorized Users;
• Use the Service for any high-risk or prohibited purpose, including the solicitation of minors, the promotion of controlled or prohibited substances, or any activity that is materially deceptive to consumers.

We may suspend access to the Service without liability if we reasonably determine that Customer has violated this Section 8.

9. AI Features — Important Disclosures

The Service includes features powered by artificial intelligence, including Voice AI (which can place and receive phone calls) and Conversation AI (which generates text and messaging responses).

• Output may be inaccurate. AI output is probabilistic and may be inaccurate, incomplete, or otherwise inappropriate. Customer is responsible for reviewing and approving AI-generated content and configurations before they are used with patients or the public.
• Customer responsibility for communications. Customer is responsible for how AI-generated communications represent its practice, including claims, offers, pricing, and any statements that could be interpreted as medical advice.
• Not medical advice. Voice AI and Conversation AI are communications and workflow tools. They are not medical professionals and must not be used to deliver clinical advice, diagnoses, or treatment recommendations. Customer is responsible for ensuring that licensed practitioners make all clinical decisions.
• Call recording and consent. When Customer uses call-recording or transcription features, Customer is responsible for compliance with recording, wiretap, and two-party consent laws in the jurisdictions in which the calls occur, including providing appropriate disclosures and obtaining required consents.
• Third-party model providers. Certain AI features are powered by third-party model providers. Use of those features is subject to additional provider restrictions as communicated by us from time to time.

10. Third-Party Services and Integrations

The Service may interoperate with third-party products and services, including Google, Meta, Stripe, Twilio, calendar providers, practice management systems, and others. Use of third-party services is governed by the terms and privacy policies of those third parties, and we are not responsible for their availability, performance, or practices. Customer authorizes us to exchange information with those third parties as necessary to provide the Service.

11. Intellectual Property

NeedleMoved and its licensors retain all right, title, and interest in and to the Service, including all software, models, designs, templates, documentation, trademarks, and know-how, and all intellectual property rights therein. No rights are granted except as expressly set forth in these Terms. Customer retains ownership of Customer Content.

Feedback. If Customer provides suggestions, feedback, or ideas about the Service, Customer grants NeedleMoved a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback without restriction or obligation.

12. Confidentiality

Each party may receive non-public information of the other party marked or reasonably understood to be confidential ("Confidential Information"). The receiving party will (a) use Confidential Information only as necessary to perform under these Terms, (b) protect it using at least the same care it uses to protect its own confidential information of like importance (and in no event less than reasonable care), and (c) not disclose it to third parties except to employees, contractors, and advisors who are bound by confidentiality obligations. Confidential Information does not include information that is publicly available through no fault of the receiving party, independently developed, or rightfully received from a third party without confidentiality restriction. The receiving party may disclose Confidential Information as required by law, subject to reasonable prior notice where permitted.

13. Term, Termination, and Suspension

13.1 Term

These Terms commence when Customer first accepts them and continue until all Subscription Terms have expired or been terminated.

13.2 Termination for Breach

Either party may terminate these Terms or any Order Form for the other party's material breach that remains uncured thirty (30) days after written notice describing the breach.

13.3 Termination for Convenience

Either party may elect not to renew a subscription at the end of the then-current term by providing notice before the renewal date through the account settings or to [CONTACT_EMAIL_LEGAL]. Termination for convenience does not entitle Customer to a refund of prepaid fees.

13.4 Suspension

We may suspend all or part of the Service for non-payment, a material violation of Section 8 (Acceptable Use), a security incident, or where necessary to comply with law or protect the Service or other customers. We will use reasonable efforts to provide advance notice where practicable.

13.5 Effect of Termination

On termination, Customer's right to access the Service ends, and Customer must pay all accrued fees. For a reasonable period after termination (not to exceed thirty (30) days unless a longer period is agreed in writing), Customer may export Customer Content using available tools. After that period, we may delete Customer Content in the ordinary course, subject to any legal retention obligations and any contrary terms in the BAA. Sections that by their nature should survive (including Sections 7, 11, 12, 14, 15, 16, 17, and 18) will survive termination.

14. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEEDLEMOVED DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE ACCURATE, COMPLETE, OR RETAINED. WE MAKE NO WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF AI-GENERATED OUTPUT.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF GOODWILL, ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO NEEDLEMOVED IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES; IN THOSE JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE SMALLEST EXTENT PERMITTED BY LAW.

16. Indemnification

Customer will defend, indemnify, and hold harmless NeedleMoved and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Customer Content, including Patient Data; (b) Customer's or any Authorized User's use of the Service; (c) Customer's breach of these Terms or violation of applicable law; or (d) communications sent through the Service in violation of the TCPA, CAN-SPAM, state telemarketing laws, or call-recording laws.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms are governed by the laws of the State of [GOVERNING_LAW_STATE], without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal Resolution

Before filing any formal proceeding, the parties will attempt in good faith to resolve any dispute by written notice to the other party describing the dispute and proposed resolution, followed by a thirty (30) day period for discussion.

17.3 Venue

Subject to Section 17.4, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [GOVERNING_LAW_VENUE] for any dispute not subject to arbitration.

17.4 Arbitration

At either party's election, any dispute arising out of or relating to these Terms that is not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with a single arbitrator and venue in [GOVERNING_LAW_VENUE]. Judgment on the award may be entered in any court of competent jurisdiction. Either party may opt out of this arbitration provision by sending written notice to [CONTACT_EMAIL_LEGAL] within thirty (30) days of first accepting these Terms.

17.5 Class Action Waiver

THE PARTIES WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST THE OTHER. Disputes must be brought on an individual basis only.

17.6 Equitable Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

18. General Provisions

• Entire Agreement. These Terms, together with the Privacy Policy, any applicable Order Form, and any executed BAA, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior discussions and agreements.
• Severability. If any provision is held unenforceable, the remaining provisions will remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• No Waiver. A party's failure to enforce any right under these Terms is not a waiver of that right.
• Assignment. Customer may not assign these Terms without our prior written consent. NeedleMoved may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any prohibited assignment is void.
• Force Majeure. Neither party will be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, labor disputes, internet or telecommunications outages, governmental action, war, terrorism, or pandemics. Payment obligations are not excused.
• Notices. Legal notices to NeedleMoved must be sent by email to [CONTACT_EMAIL_LEGAL] and by mail to [LEGAL_ENTITY_NAME], [COMPANY_ADDRESS]. Notices to Customer may be given through the Service or to the email on file.
• Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
• U.S. Government End Users. The Service is "commercial computer software" as defined in applicable federal acquisition regulations. U.S. Government use is subject only to the rights granted herein.
• Export Compliance. Customer will comply with all applicable U.S. export control and sanctions laws and will not use or allow use of the Service from any embargoed jurisdiction or by any restricted party.

19. Modifications

We may modify these Terms from time to time. When we do, we will revise the effective date above. For material changes, we will provide reasonable advance notice (for example, through the Service, by email, or through a prominent Site banner). Changes become effective on the stated effective date, and Customer's continued use of the Service after that date constitutes acceptance. If Customer does not agree to the changes, Customer's sole remedy is to stop using the Service and, where applicable, terminate its subscription at the end of the then-current term.

20. Contact

For legal notices or questions about these Terms, contact:

• Email: [CONTACT_EMAIL_LEGAL] (legal) or [CONTACT_EMAIL_GENERAL] (general)
• Mail: [LEGAL_ENTITY_NAME], [COMPANY_ADDRESS]

See also: Privacy Policy.