Terms & Conditions

Terms of Service

Effective Date: May 1, 2026 Last Updated: May 1, 2026

These Terms of Service ("Terms") govern your access to and use of services provided by Northwave ("we," "us," or "our"), including the website at getnorthwave.com and any related services (collectively, the "Services").

By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

Northwave provides AI-powered lead capture, booking, follow-up, and operations infrastructure for local service businesses.

2. Eligibility

You must be at least 18 years old and authorized to enter into a binding agreement on behalf of yourself or the entity you represent to use the Services. If you are using the Services on behalf of a business, you represent that you have authority to bind that business to these Terms.

3. Services

Northwave's Services include the design, deployment, and operation of automated lead capture, booking, follow-up, and customer communication systems. Specific deliverables, pricing, scope, timelines, and performance commitments are governed by a separate service agreement signed between Northwave and the client ("Service Agreement"). In the event of a conflict between these Terms and a Service Agreement, the Service Agreement controls for the parties to that agreement.

These Terms govern your general use of our website and any introductory communications. They do not by themselves create a service relationship.

4. Fees and Payment

Fees for Services are described in the applicable Service Agreement. Unless otherwise specified:

• Setup fees are due upon signing the Service Agreement

• Recurring fees are billed monthly in advance

• All fees are in U.S. dollars and exclusive of applicable taxes

• Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower

• Failure to pay may result in suspension or termination of Services

After the first 90 days of service, recurring engagements are month-to-month and may be terminated by either party with 30 days' written notice.

5. Client Responsibilities

If you engage Northwave for Services, you agree to:

• Provide accurate, complete, and timely information needed to deliver the Services

• Maintain valid consent from your customers to receive communications from your business via phone, SMS, and email, in compliance with the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and any other applicable laws

• Comply with all laws applicable to your business, including consumer protection, advertising, and data privacy laws

• Approve customer-facing messaging, voice agent scripts, and automation workflows before they go live

• Provide and maintain access to required third-party tools (CRM, phone system, ad accounts, etc.)

• Keep your account credentials confidential and notify us immediately of any unauthorized access

You are solely responsible for your business operations, the accuracy of your customer data, and compliance with laws governing your communications with customers. Northwave operates the infrastructure; you are the sender of record for communications to your customers.

6. Acceptable Use

You agree not to use the Services to:

• Send unsolicited commercial communications in violation of TCPA, CAN-SPAM, or similar laws

• Send communications to any person who has opted out, revoked consent, or whose number is on the National Do Not Call Registry without applicable exemption

• Engage in fraud, deception, or misleading practices

• Violate any law or third-party rights

• Transmit malware, viruses, or harmful code

• Reverse engineer, decompile, or attempt to extract source code from the Services

• Use the Services to compete with Northwave or build a competing product

• Resell, sublicense, or transfer access to the Services without our written consent

We reserve the right to suspend or terminate Services for violations of this Section without refund.

7. Intellectual Property

Northwave's IP. Northwave retains all rights, title, and interest in and to the Services, including all software, workflows, automations, prompts, models, integrations, methodologies, documentation, and underlying technology. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services during your active engagement, solely for your internal business purposes.

Your data. You retain all rights to your business data and your customers' data. By using the Services, you grant us a limited license to access, process, store, and transmit that data solely to provide the Services.

Feedback. If you provide feedback or suggestions about the Services, we may use that feedback without obligation to you.

8. Third-Party Services

The Services rely on third-party platforms, including but not limited to GoHighLevel, Twilio, Anthropic, OpenAI, Stripe, and various CRM and ad platforms. Your use of these third-party services is subject to their respective terms. We are not responsible for the availability, performance, or actions of third-party services. Outages, pricing changes, or policy changes by third-party providers may affect the Services, and we will use commercially reasonable efforts to mitigate such impacts.

9. AI-Generated Content

The Services use artificial intelligence, including large language models, to generate communications, qualify leads, and automate workflows. AI outputs may contain errors, inaccuracies, or inappropriate content. You are responsible for reviewing and approving AI-generated content before deployment to your customers. Northwave does not warrant that AI outputs are accurate, complete, or fit for any particular purpose.

10. Performance and Results

Any projections, estimates, or examples of results (including booked jobs, conversion rates, response times, or revenue figures) are illustrative and based on past deployments. Northwave does not guarantee specific business results. Outcomes depend on factors outside our control, including your lead volume, market conditions, ad spend, sales process, and team execution.

11. Confidentiality

Each party agrees to protect the other's confidential information with the same degree of care it uses to protect its own confidential information, and not to disclose it to third parties except as necessary to perform the Services or as required by law. Confidential information includes business strategies, customer data, pricing, technical methods, and any information marked confidential or that a reasonable person would understand to be confidential.

12. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NORTHWAVE'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, IS LIMITED TO THE GREATER OF (A) THE FEES YOU PAID TO NORTHWAVE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).

NORTHWAVE IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME LIMITATIONS MAY NOT APPLY TO YOU.

14. Indemnification

You agree to indemnify, defend, and hold harmless Northwave, its members, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any law or third-party rights, including TCPA, CAN-SPAM, or consumer protection laws; (d) the content of communications sent through the Services on your behalf; or (e) your customers' or end users' claims arising from your business operations.

15. Termination

Either party may terminate these Terms at any time, subject to the terms of any active Service Agreement. Upon termination:

• Your right to access the Services ends

• Outstanding fees become immediately due

• We will provide reasonable assistance for data export within 30 days of termination at our standard rates

• Sections 7, 11, 12, 13, 14, 16, and 17 survive termination

We may suspend or terminate your access immediately, without notice, for material breach of these Terms or non-payment.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of New Jersey, without regard to conflict of laws principles. Any dispute arising out of or related to these Terms will be resolved as follows:

Informal resolution. The parties will first attempt to resolve any dispute informally by contacting each other. If a dispute cannot be resolved within 30 days, either party may proceed to binding arbitration.

Binding arbitration. Any dispute not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration will take place in the state of New Jersey or remotely by mutual agreement. The arbitrator's decision is final and may be entered as a judgment in any court of competent jurisdiction.

Class action waiver. YOU AND NORTHWAVE AGREE THAT ANY DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

Exception. Either party may seek injunctive or equitable relief in court for claims related to intellectual property infringement or breach of confidentiality obligations.

17. General

Entire agreement. These Terms, together with any applicable Service Agreement and our Privacy Policy, constitute the entire agreement between you and Northwave regarding the Services.

Amendments. We may update these Terms from time to time by posting the updated version on our website. Your continued use of the Services after changes are posted constitutes acceptance.

Assignment. You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in effect.

Waiver. Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision.

Force majeure. Neither party is liable for delays or failures caused by events beyond their reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, internet or utility outages, or third-party service failures.

Notices. Notices to Northwave should be sent to success@getnorthwave.com. Notices to you may be sent to the email address associated with your account or, if none, posted on our website.

18. Contact Us

Northwave Email: success@getnorthwave.com Website: getnorthwave.com