Terms of Service

Effective date: July 1, 2026  ·  Teknollejists Inc, operating as NiteWtch

THESE TERMS OF SERVICE ("AGREEMENT") ARE A LEGAL AGREEMENT BETWEEN YOU ("CUSTOMER") AND TEKNOLLEJISTS INC ("NITEWTCH," "WE," OR "US"), GOVERNING YOUR ACCESS TO AND USE OF THE NITEWTCH PLATFORM AND RELATED SERVICES.

IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY, AND "CUSTOMER" REFERS TO THAT ENTITY. BY CREATING AN ACCOUNT, CLICKING "ACCEPT," OR USING THE SERVICES, YOU AGREE TO THIS AGREEMENT IN FULL. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

1. Definitions

"Services" means the NiteWtch cloud-based alert intake, parsing, and on-call escalation platform, including all web interfaces, APIs, email ingestion infrastructure, voice call orchestration, sensor agents, and any related documentation made available under an applicable Order Form or subscription plan.

"Customer Data" means all data, content, and information submitted to or generated within the Services by Customer or its Users, including email messages, alert metadata, contact information, and call records.

"Contact Person" means any individual designated by Customer to receive alert notifications, voice calls, SMS messages, or other escalation communications from the Services.

"User" means an individual authorized by Customer to access and use the Services under Customer's account.

"Order Form" means a written or online ordering document that specifies the Services purchased, subscription term, and fees.

"Subscription Term" means the duration of Customer's subscription as specified in the applicable Order Form or plan selection.

"NiteWtch Intellectual Property" means all proprietary technology comprising the Services, including but not limited to software, algorithms, user interface designs, AI/ML models, parsing logic, architecture, documentation, trade secrets, and all intellectual property rights therein.

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the circumstances of disclosure.

2. Use of the Services

2.1 License Grant

Subject to Customer's payment of applicable fees and compliance with this Agreement, NiteWtch grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Subscription Term solely for Customer's internal business operations.

2.2 Restrictions

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

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services;
• Copy, resell, sublicense, rent, lease, or otherwise transfer rights to the Services;
• Modify, create derivative works of, or frame the Services;
• Use the Services to benchmark or analyze NiteWtch's platform for competitive purposes;
• Use the Services to transmit malware, spam, or unlawful content;
• Attempt to gain unauthorized access to any portion of the Services or another customer's data;
• Remove or alter any proprietary notices, labels, or logos in the Services;
• Use the Services in any manner that violates applicable law or infringes upon the rights of any third party;
• Use the Services for any purpose other than Customer's internal alert monitoring and escalation workflows.

2.3 Account Security

Customer is solely responsible for maintaining the confidentiality of account credentials, selecting strong passwords, and ensuring that only authorized Users access the Services. NiteWtch is not liable for losses resulting from unauthorized access caused by Customer's failure to protect its credentials.

2.4 Free Trial and Free Plans

NiteWtch may offer trial periods or free plan tiers for evaluation. During any trial period, NiteWtch has no obligation to continue providing the Services and may terminate access at its discretion. FREE AND TRIAL ACCESS IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND AND WITHOUT ANY SLA OR SUPPORT COMMITMENT.

3. Customer Responsibilities

3.1 Consent for Communications

Customer is solely responsible for obtaining and maintaining legally sufficient consent from each Contact Person to receive alert notifications, voice calls, SMS messages, and other communications delivered by the Services. Customer must maintain opt-out procedures and honor opt-out requests promptly. Customer represents and warrants that its use of the Services' notification features complies with all applicable laws, including without limitation the Telephone Consumer Protection Act (TCPA), CAN-SPAM, GDPR, and other applicable telecommunications and privacy laws.

3.2 Accuracy of Contact Information

Customer is solely responsible for ensuring the accuracy and currency of Contact Person information submitted to the Services. NiteWtch shall not be liable for any failure of the Services arising from inaccurate, outdated, or incomplete Contact Person information.

3.3 Compliance with Laws

Customer shall use the Services in compliance with all applicable local, state, national, and international laws and regulations. Customer shall not use the Services in any jurisdiction where doing so would violate applicable law.

4. Voice Call Services

4.1 Call Recording

The Services may record voice calls made through the on-call escalation system for compliance, audit, and quality review purposes. Customer acknowledges that call recording laws vary by jurisdiction and is solely responsible for ensuring that all necessary disclosures and consents are in place before enabling call recording features.

4.2 DTMF Acknowledgment

The Services use dual-tone multi-frequency (DTMF) input to verify human acknowledgment of alerts. Customer acknowledges that DTMF acknowledgment is a convenience feature and is not a guarantee against false acknowledgments. NiteWtch is not liable for acknowledgments made by unauthorized individuals using a Contact Person's phone.

4.3 Third-Party Voice Providers

NiteWtch delivers voice and SMS services through third-party carriers and communication APIs (such as Sinch or Twilio). Service availability, call quality, and delivery rates are subject to those third-party providers' infrastructure and are outside NiteWtch's direct control. NiteWtch will make commercially reasonable efforts to maintain service continuity but does not warrant uninterrupted delivery of voice or SMS notifications.

4.4 No Critical Safety Use

THE SERVICES ARE NOT DESIGNED, CERTIFIED, OR INTENDED FOR USE IN SITUATIONS WHERE FAILURE OF THE NOTIFICATION SYSTEM COULD RESULT IN PERSONAL INJURY, DEATH, OR SIGNIFICANT PROPERTY DAMAGE. CUSTOMER SHALL NOT USE THE SERVICES AS THE SOLE SAFETY OR EMERGENCY NOTIFICATION MECHANISM IN LIFE-SAFETY ENVIRONMENTS.

4.5 SMS Messaging Program

By enabling SMS notifications and opting in on your account profile, you are opting in to receive recurring NiteWtch Account Notifications via SMS. These messages include alert escalations, on-call acknowledgment prompts, and account security notices related to your NiteWtch subscription.

• Message frequency varies based on the alert activity configured for your account.
• Message and data rates may apply depending on your mobile carrier and plan.
• Reply HELP to any NiteWtch SMS for assistance, or email support@nitewtch.com.
• Reply STOP at any time to cancel SMS notifications. You may also disable SMS opt-in from your account profile page.

Mobile information collected for SMS delivery will not be shared with or sold to third parties or affiliates for marketing or promotional purposes. See our Privacy Policy for full details.

5. Fees and Payment

5.1 Fees

Customer agrees to pay fees as set forth in the applicable Order Form or plan selection. Unless otherwise stated, fees are invoiced in advance on an annual or monthly basis and are due within thirty (30) days of the invoice date. All amounts are non-refundable except as expressly stated in this Agreement.

5.2 Renewals

Subscriptions automatically renew at the end of each Subscription Term for the same duration at the then-current pricing, unless Customer provides written notice of non-renewal at least thirty (30) days before the renewal date. NiteWtch will provide advance notice of any pricing changes prior to renewal.

5.3 Taxes

Fees are exclusive of taxes. Customer is responsible for all applicable taxes, levies, or duties imposed by taxing authorities in connection with this Agreement, excluding taxes on NiteWtch's net income.

5.4 Late Payment

Overdue invoices are subject to a finance charge of 1.5% per month (or the maximum allowed by law, whichever is less). NiteWtch reserves the right to suspend access to the Services for accounts with overdue balances after providing reasonable notice.

6. Confidentiality

Each party agrees to hold the other's Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information (no less than reasonable care), and not to disclose Confidential Information to any third party except as expressly permitted herein. Each party may disclose Confidential Information only to its employees, agents, or contractors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

A party may disclose Confidential Information if required by law or court order, provided it gives the other party prompt prior written notice (where legally permitted) and cooperates reasonably in seeking protection for such information.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known prior to disclosure; or (c) is independently developed without use of the Confidential Information.

7. Intellectual Property

7.1 Customer Data Ownership

Customer retains all right, title, and interest in and to its Customer Data. Nothing in this Agreement transfers ownership of Customer Data to NiteWtch. Customer grants NiteWtch a limited, non-exclusive license to process, store, and transmit Customer Data solely as necessary to provide the Services.

7.2 NiteWtch Platform Ownership

NiteWtch retains all right, title, and interest in and to the NiteWtch Intellectual Property, including all improvements, enhancements, and derivative works. Nothing in this Agreement grants Customer any ownership interest in the Services.

7.3 Feedback

If Customer provides suggestions, ideas, or feedback regarding the Services ("Feedback"), Customer grants NiteWtch a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate such Feedback into the Services without obligation or compensation to Customer.

7.4 Aggregated Anonymous Data

NiteWtch may compile and use aggregated, anonymized, non-personally-identifiable statistical data derived from Customer's use of the Services (such as aggregate alert volumes, call response metrics, and platform performance data) for product improvement, benchmarking, and analytics purposes, provided that such data does not identify Customer, any User, or any Contact Person. NiteWtch will never sell such aggregated data to third parties.

8. Indemnification

8.1 By NiteWtch

NiteWtch will defend, indemnify, and hold harmless Customer and its officers, directors, and employees from third-party claims that the Services, as provided by NiteWtch and used in accordance with this Agreement, infringe any third-party patent, trademark, copyright, or trade secret. If the Services become subject to an infringement claim, NiteWtch may, at its option: (a) procure the right to continue providing the Services; (b) modify the Services to be non-infringing; or (c) terminate the affected Services and refund any prepaid, unused fees.

8.2 By Customer

Customer will defend, indemnify, and hold harmless NiteWtch and its officers, directors, and employees from third-party claims arising from: (a) Customer's breach of Section 3 (Customer Responsibilities); (b) Customer's failure to obtain required consents for communications to Contact Persons; (c) Customer's violation of applicable law; or (d) Customer's use of the Services in a manner not authorized by this Agreement.

9. Warranties and Disclaimers

9.1 NiteWtch Warranty

NiteWtch warrants that: (a) the Services will operate in material conformance with the applicable documentation during the Subscription Term; and (b) NiteWtch will not materially decrease the overall security of the Services during the Subscription Term. Customer's exclusive remedy for any breach of these warranties is as described in Section 11 (Term and Termination).

9.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. NITEWTCH EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, ACCURACY, NON-INFRINGEMENT, AND FREEDOM FROM ERRORS. NITEWTCH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL NOTIFICATIONS WILL BE DELIVERED SUCCESSFULLY.

10. Limitation of Liability

NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID BY CUSTOMER TO NITEWTCH IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SPECIFICALLY, NITEWTCH SHALL HAVE NO LIABILITY FOR ANY FAILURE TO DELIVER NOTIFICATIONS RESULTING FROM: (A) INACCURATE OR OUTDATED CONTACT INFORMATION; (B) THIRD-PARTY TELECOMMUNICATIONS FAILURES; (C) CUSTOMER'S FAILURE TO CONFIGURE THE SERVICES AS DOCUMENTED; OR (D) FORCE MAJEURE EVENTS.

11. Term and Termination

11.1 Term

This Agreement begins on the date Customer accepts it and continues for the duration of all active Subscription Terms, unless earlier terminated in accordance with this Section.

11.2 Termination for Cause

Either party may terminate this Agreement on thirty (30) days written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period. Either party may terminate immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings.

11.3 Effect of Termination

Upon termination or expiration of this Agreement: (a) all licenses granted herein immediately terminate; (b) each party will promptly return or destroy the other's Confidential Information; (c) NiteWtch will make Customer Data available for export for thirty (30) days post-termination, after which it may be deleted; and (d) all outstanding fees become immediately due and payable.

Sections 1, 5 (unpaid amounts), 6, 7, 8, 9.2, 10, 11.3, and 12 survive termination.

12. General

12.1 Governing Law

This Agreement shall be governed by the laws of the State of Texas, without regard to its conflict-of-law rules. Any disputes shall be resolved in the state or federal courts located in Texas, and each party consents to the exclusive jurisdiction and venue of those courts.

12.2 Dispute Resolution

In the event of a dispute, the parties will first attempt to resolve it in good faith through direct negotiation for at least thirty (30) days before initiating formal legal proceedings.

12.3 Assignment

Neither party may assign this Agreement without the other's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets, provided the assignee assumes all obligations herein. Any unauthorized assignment is null and void.

12.4 Force Majeure

Except for payment obligations, neither party shall be liable for delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, telecommunications failures, government actions, or civil unrest.

12.5 Entire Agreement

This Agreement, together with any Order Forms, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements. Any amendment must be in writing signed by authorized representatives of both parties.

12.6 Modifications

NiteWtch reserves the right to update these Terms of Service by posting a revised version on its website and providing at least thirty (30) days' advance notice to Customer via email or in-app notification. Continued use of the Services after the effective date of a modification constitutes acceptance of the revised terms.

12.7 Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

12.8 Waiver

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce it in the future.

12.9 Contact

Questions or legal notices regarding these Terms should be directed to:
Teknollejists Inc (operating as NiteWtch)
Legal Department
Email: legal@nitewtch.com

Also see our Privacy Policy. © 2026 Teknollejists Inc. All rights reserved.