Terms of Service

1 Agreement to Terms

These Terms of Service ("Terms") govern your use of Shockwave's AI automation platform and services (the "Services").

By using the Services, you agree to these Terms. If you disagree, do not use our Services.

Key Terms

• "Client" or "you" — Business subscribing to Shockwave
• "End Users" — Your customers interacting with our AI agents
• "Services" — Our automation platform, n8n workflows, AI agents, dashboards, and support

2 Service Description

2.1 What We Provide

Shockwave delivers AI-powered lead capture, qualification, and conversion systems for service businesses.

Core Features

• 24/7 AI voice and SMS communication agents
• Lead capture from missed calls, web forms, after-hours inquiries
• Intelligent routing to your team
• Appointment scheduling and booking management
• Automated reminders and follow-ups
• Real-time dashboards (pulling data from YOUR CRM via API)
• n8n workflow automation with CRM/calendar/communication integrations

Tier-Specific Features

• Response AI (Core): Voice + SMS, up to 3 workflows, basic routing
• Revenue AI (Growth): Multi-channel, up to 8 workflows, advanced logic
• Shockwave OS (Scale): Unlimited workflows, priority support, compliance features
• Network Intelligence (Enterprise): Multi-location, custom integrations, dedicated account management

See Pricing Page for detailed features and current rates.

2.2 What We Do NOT Provide

• Medical, legal, or financial advice (our AI escalates these to YOUR staff)
• Long-term customer data storage (your CRM is the source of truth — see Section 13)
• HIPAA Business Associate status (we automate scheduling, NOT medical records)
• Guaranteed revenue outcomes (we provide tools, you execute strategy)

3 Pilot Program

3.1 Free 48-Hour Pilot

We offer a complimentary pilot to demonstrate capabilities.

Included

• 1 dedicated local number with call forwarding
• After-hours coverage (5PM-9AM + weekends)
• Missed-call recovery via SMS
• Basic FAQ handling and lead qualification
• Performance analytics and results review

Prerequisites (You Provide)

• Call-forwarding access
• CRM/calendar integration credentials
• 10-15 common FAQs
• Test contact for validation

3.2 Pilot-to-Paid Conversion

If you proceed within 14 days:

• Setup credits apply to first invoice (amount varies by tier)
• Full deployment in 3-7 business days

If you don't proceed:

• No charges
• Pilot system deactivated within 48 hours
• Operational logs retained 30 days for your review, then auto-deleted

4 Subscription Plans & Billing

4.1 Pricing

Monthly Subscription Fees:

• Response AI (Core): $3,000 - $4,000/month
• Revenue AI (Growth): $6,000 - $7,000/month
• Shockwave OS (Scale): $9,000 - $12,000/month
• Network Intelligence (Enterprise): $15,000+/month (custom)

Setup Fees (One-Time):

• Core: $1,500 - $2,000
• Growth: $2,500 - $3,500
• Scale: $4,000 - $6,000
• Enterprise: Custom

Pricing Factors: Industry, locations, communication volume, peak season surcharges (see Pricing Page).

4.2 Payment Terms

• Billing Cycle: Monthly, in advance (1st of each month)
• Methods: Credit card (Stripe), ACH, wire (Enterprise)
• Setup Fees: Due upon signing, non-refundable once work begins
• Late Payments: 5% fee after 10 days, service suspension after 15 days (48-hour warning)

4.3 Multi-Location Pricing

Additional Locations:

• Core: +$1,500/month
• Growth: +$3,000/month
• Scale: +$4,500/month
• Enterprise: Custom ($6,000-8,000/month typically)

4.4 Communication Allowances

Included SMS/Voice Costs:

• Core: $500/month per location
• Growth: $750/month
• Scale: $1,200/month
• Enterprise: $2,000/month

Overage: Carrier cost + 10%, capped at 200% of included allowance (prevents runaway bills).

4.5 Annual Prepayment Discounts

• Core: 10% discount
• Growth: 12% discount
• Scale: 15% discount
• Enterprise: 15-20% (negotiated)

Terms: Setup fees apply separately. No refunds for early termination.

5 Service Commitment & Term

5.1 Initial 90-Day Commitment

All subscriptions require 90 days minimum from go-live date.

Why? AI systems need 60-90 days of data to optimize. Ensures fair ROI evaluation.

No Early Termination: Setup fees and monthly fees for 90 days are non-refundable.

5.2 Month-to-Month After 90 Days

Services continue month-to-month with no long-term lock-in.

Termination: Either party can terminate with 30 days' written notice (email to [email protected]). Effective at end of current billing cycle.

5.3 Seasonal Pause

For predictable off-seasons:

• Maximum 60 days/year
• 30-day advance notice required
• Pause fee: $150-1,200/month (tier-based, covers number reservation)
• Reactivation: 48-hour notice

6 Client Responsibilities

6.1 Data Accuracy & Permissions

You are responsible for:

• Providing accurate business info for AI training (FAQs, pricing, policies, hours)
• Granting CRM/calendar API access (read/write for bookings, read-only for records)
• Maintaining valid customer consent lists for SMS/voice (TCPA compliance)
• Notifying us of changes within 5 business days (outdated AI info = your responsibility)

6.2 Compliance with Laws

You must:

• Comply with TCPA, GDPR, CCPA, and industry regulations
• Obtain necessary SMS/voice consents from End Users (we provide opt-out tools; you handle initial consent)
• Not use Services for illegal, fraudulent, or deceptive purposes
• Not harass, spam, or contact individuals who haven't consented

6.3 Security

• Keep login credentials secure (strong passwords, MFA)
• Restrict dashboard access to authorized staff
• Notify us of unauthorized access within 24 hours
• Don't share credentials with third parties

6.4 Cooperation

• Respond to requests for info within 3 business days
• Participate in QBRs (Scale/Enterprise)
• Provide feedback on AI conversation quality
• Designate a primary point of contact

7 Modifications, Upgrades & Termination

7.1 Tier Upgrades

• Effective immediately upon approval
• Prorated billing: credit unused days of current tier, charge prorated new tier for remaining days

7.2 Tier Downgrades

• Effective next billing cycle (ensures continuity)
• 30-day notice required at least 10 days before renewal
• Impact analysis provided before changes

7.3 Service Suspension (Our Right)

We may suspend immediately if:

• You violate Terms (especially compliance requirements)
• Account 15+ days past due (after 48-hour warning)
• Your use poses security/legal risks
• Abusive behavior toward our team

Reinstatement: Service resumes within 24 hours of payment. For other violations, we'll discuss resolution.

7.4 Termination by Either Party

Your Right:

• After 90 days, cancel with 30 days' notice
• No refunds for unused days in final month

Our Right:

• For material breach (after 15-day cure period)
• For repeated late payments (3+ in 12 months)
• For illegal use (immediate, no refund)

Upon Termination:

• n8n workflows disabled within 48 hours
• CRM API access revoked
• Operational logs retained 30 days (for dispute resolution), then auto-deleted
• You can port phone numbers to your own Twilio account (see Section 13.3)

8 Warranties & Disclaimers

8.1 Our Warranties

We warrant:

• Services will substantially conform to these Terms and our Pricing Page
• 99.5% uptime target (excluding scheduled maintenance and force majeure)
• AI trained on info you provide, updated based on performance data
• Industry-standard security (encryption, access controls, monitoring)

8.2 Disclaimers

8.3 Scheduled Maintenance

• 7 days' notice for planned maintenance (typically 12AM-4AM Eastern; doesn't count against uptime)
• Emergency maintenance (security patches) may occur with less notice

Unplanned Outages >24 Hours (Our Fault): We'll credit 1 day of service per day of downtime.

9 Limitation of Liability

9.1 Liability Cap

9.2 Exclusions from Cap

Cap does NOT apply to:

• Our gross negligence or willful misconduct
• Data breaches due to our failure to encrypt
• Fraud

9.3 Consequential Damages Waiver

9.4 Your Mitigation Duty

You must:

• Monitor AI conversations regularly
• Maintain backup communication systems (don't rely 100% on Shockwave)
• Export n8n workflows regularly (we provide tools)
• Follow best practices for customer follow-up

10 Indemnification

10.1 You Indemnify Us

You agree to indemnify Shockwave from claims arising from:

• Your violation of these Terms
• Your content infringing third-party rights
• End User claims about AI-provided info (you're the business; you're responsible)
• TCPA violations (you handle consent management)

10.2 We Indemnify You (Limited)

We'll indemnify you if a third party claims our Services infringe their IP rights, but only if:

• You notify us within 15 days
• We control defense
• You cooperate reasonably

Our Remedies (Our Choice):

• Defend and pay settlement/judgment
• Modify Services to eliminate infringement
• Obtain license for you
• Terminate and refund prepaid, unused fees

Exclusions: We don't indemnify if infringement comes from your content, your instructions, your software combinations, or continued use after we offer a non-infringing alternative.

11 Intellectual Property

11.1 Our IP

We retain all rights to:

• Shockwave brand, logos, trademarks
• n8n workflows, AI models, platform architecture
• Aggregate, anonymized performance data

License to You: Limited, non-exclusive, non-transferable license to use Services during subscription. Terminates upon termination.

11.2 Your IP & Data Ownership

You retain all rights to:

• Your business name, branding, customer data
• Content you provide (FAQs, policies, business info)
• Customer records in YOUR CRM (you're the data controller)

License to Us: Limited license to use your data solely to deliver Services (train AI, generate reports, optimize workflows). We won't use for marketing or share beyond sub-processors.

11.3 Aggregate Data Rights

We may aggregate and anonymize data for benchmarks, product improvement, and anonymized case studies (never identifying you without consent).

12 Confidentiality

12.1 Confidential Information

Includes pricing, product roadmaps, customer data, conversation transcripts, business metrics, integration credentials, and financial information.

12.2 Obligations

Both parties agree to:

• Protect Confidential Info with reasonable care
• Not disclose to third parties (except service delivery needs)
• Use only for purposes of these Terms

Exceptions (Not Confidential): Publicly available info (not due to breach), independently developed, or required by law.

12.3 Duration

Survives 3 years after termination.

13 Data Handling & Portability

13.1 Data Ownership & Controller Status

You are the "data controller" for End User data. Shockwave is a "data processor."

• You decide what data to collect and how to use it
• We process per your instructions via Service configurations
• You're responsible for GDPR/CCPA compliance with your customers

13.2 Temporary Operational Data Architecture

Unlike traditional SaaS, we don't maintain long-term customer databases.

What We DON'T Store:

• Long-term customer records (YOUR CRM stores these)
• Full conversation transcripts beyond 30 days (written to YOUR CRM immediately)
• Medical records, legal case files, payment data

After 30 Days: Operational logs auto-delete. All historical data lives exclusively in your CRM/PMS.

13.3 Data Exports & Portability

n8n Workflow Exports: Self-service JSON export of workflows for migration/portability.

Customer Data Exports: Your customer data is in your CRM; we provide real-time API access tools.

Phone Number Porting: You can port local numbers to your own Twilio account (5-10 business days, carrier-dependent). Toll-free numbers are not portable.

13.4 Data Deletion

Upon Termination:

• 30-day grace: n8n operational logs retained for final reporting/dispute resolution
• Automatic deletion after 30 days (irreversible)

Early Deletion Request: Contact [email protected] — we'll delete within 15 days and confirm.

Anonymized Data: Aggregate benchmarks may be retained indefinitely.

14 Third-Party Integrations

14.1 Integration Availability

We integrate with common business tools, including:

• CRMs: HubSpot, Pipedrive, Salesforce, Go High Level, Zoho
• Calendars: Google Calendar, Outlook, Calendly
• Communication: Twilio (SMS/Voice)
• PMS: OpenDental, Dentrix, ServiceTitan, Jobber, Vagaro, Mindbody, Clio, PracticePanther
• Payments: Stripe, Square

Custom Integrations: Available for Scale/Enterprise (additional fees: $2,000-5,000 one-time).

14.2 Third-Party Terms

You acknowledge:

• Third-party services have their own Terms and privacy policies
• We're not responsible for third-party outages, API changes, or pricing increases
• If third-party breaks integration, we'll fix it; significant re-development may be billed with notice

14.3 API Credential Security

• Credentials encrypted at rest and in transit
• Never shared with unauthorized parties
• You revoke access if an employee leaves or compromise is suspected

15 Compliance & Regulatory

15.1 TCPA Compliance

Your Responsibilities:

• Obtain prior express written consent for SMS/voice before we contact End Users
• Maintain consent records for 4+ years
• Honor opt-outs across all channels

Our Tools:

• Automated "STOP" keyword handling
• Opt-out audit logs
• Do-Not-Contact list sync with CRM

15.2 HIPAA (Healthcare Clients)

Why?

• We automate appointments and reminders (scheduling data — not medical records)
• We do not process, store, or transmit medical records/diagnoses/treatment plans

API-Only for Sensitive Data:

• Medical records stay in your PMS (OpenDental, Dentrix)
• We query availability via API in real-time and do not store sensitive records
• AI routes health questions to staff (doesn't answer them)

BAA: Not typically required. If your compliance team insists, a limited BAA may be available for Enterprise tier (additional legal review fees may apply).

15.3 Legal Ethics (Law Firms)

Shockwave does NOT provide legal advice.

Our Scope: Intake automation, appointment scheduling, routine follow-up.

What We Don't Do: Legal advice/case strategy; handle privileged communications; practice law.

Law firms must ensure AI intake complies with state bar ethics and maintain privilege with appropriate oversight.

15.4 GDPR (European Clients)

• You are controller; we are processor
• DPAs available upon request (Enterprise includes by default)
• Standard Contractual Clauses (SCCs) for US transfers
• Support End User rights (access, deletion, portability)

DPA Request: [email protected]

15.5 State Privacy Laws

We do not sell personal data. As new state privacy laws evolve, we may update these Terms. Material changes communicated per Section 18.

16 Force Majeure

We're not liable for delays caused by:

• Natural disasters, pandemics, wars, terrorism
• Third-party outages (Twilio, OpenAI, your CRM)
• Cyberattacks (DDoS, ransomware)
• Strikes, labor disputes
• Legal changes making service delivery impossible

Notification: Within 48 hours, with estimated restoration time.

Extended Force Majeure (30+ Days): Either party can terminate with 15 days' notice. You'll receive prorated refund for undelivered days.

17 Dispute Resolution

17.1 Informal Resolution (Required First)

Before legal action, contact [email protected] and attempt good-faith negotiation for 30 days.

17.2 Binding Arbitration

If informal resolution fails, disputes are resolved through binding arbitration (American Arbitration Association, Commercial Arbitration Rules).

• 1 arbitrator (mutually selected or AAA appoints)
• Virtual (Zoom) or your state (your choice)
• Each party pays own legal fees; arbitrator fees split 50/50
• Confidential process

Exceptions (Can Go to Court): Injunctive relief (IP disputes) and small claims (under state limit).

17.3 Class Action Waiver

17.4 Governing Law

Delaware law governs. Jurisdiction: federal and state courts in Delaware for disputes not subject to arbitration.

18 Changes to Terms

18.1 Modifications

We may update Terms for new features, legal requirements, security improvements, or pricing adjustments.

Notification:

• Material changes: 30 days' advance notice (email + website banner)
• Non-material: updated "Last Updated" date

18.2 Pricing Changes

We won't change pricing mid-contract (90-day initial or annual prepay).

After initial period (month-to-month):

• Price increases require 60 days' notice
• You can accept or terminate with 30 days' notice (no penalty)
• Continued use = acceptance

18.3 Rejecting Updates

If you disagree with material changes:

• Email [email protected] within 15 days
• Terminate without penalty before effective date (prorated refund)
• Continued use after effective date = acceptance

19 Miscellaneous

19.1 Entire Agreement

These Terms, Privacy Policy, and any custom SOW = entire agreement. Supersedes all prior negotiations.

Order of Precedence:

1. Custom SOW (if any)
2. These Terms
3. Privacy Policy

19.2 Severability

If any provision is invalid, it's modified to minimum extent necessary—rest remain in effect.

19.3 No Waiver

Failure to enforce any right doesn't waive future enforcement.

19.4 Assignment

You can't assign without our written consent. We can assign (e.g., acquisition) with notice; you can terminate if you object.

19.5 Survival

These sections survive termination: Liability, Indemnification, IP, Confidentiality, Data Deletion, Dispute Resolution.

19.6 Notices

To Us: [email protected] (Subject: "Legal Notice - [Your Company]")

To You: Primary email on account (keep current).

19.7 Relationship

We're independent contractors, not partners, joint venturers, employer-employee, or franchiser-franchisee.

20 Contact

General Terms Questions: [email protected]

Billing/Payment: [email protected]

Technical Support: [email protected] (2-hour response for Scale/Enterprise, 24-hour for Core/Growth)

Privacy/Data: [email protected]

Disputes: [email protected]