Business Terms of Service

The agreement between Nightvault and the Customer (the “Agreement”) consists of the applicable Order, these Terms, the Refund and Cancellation Policy, the Acceptable Use Policy, the AI Product Terms, the Commercial Capacity and Pricing Schedule, any applicable Data Processing Addendum, and any Service Level, Security, or service-specific schedule expressly incorporated into the Order. The Privacy Notice is a transparency notice and does not, merely by publication or reference, create additional contractual warranties.

1. An individually negotiated Order or signed amendment controls only for provisions it expressly modifies.
2. The Data Processing Addendum controls for Customer Personal Data.
3. An expressly incorporated Security Addendum controls for its subject matter.
4. An expressly activated Service Level and Support Schedule controls for its subject matter.
5. The Commercial Capacity and Pricing Schedule controls for standard plan entitlements, metering, and pricing.
6. The Refund and Cancellation Policy, AI Product Terms, these Terms, and the Acceptable Use Policy follow in that order for any remaining conflict.

The Customer accepts the Agreement only through an affirmative written or electronic act reasonably designed to give conspicuous notice and manifest assent, such as signing an incorporating Order, checking an unchecked acceptance box linked to identified documents, completing a paid Checkout whose final confirmation clearly states the payment obligation and document versions, or completing a later version-specific re-consent flow.

Nightvault may preserve evidence of acceptance, including document versions and cryptographic hashes, displayed notices, language, timestamps, Account and Workspace identifiers, the accepting person’s role, IP address, user agent, Checkout or Order identifiers, and records reasonably necessary to demonstrate consent and authority.

Nightvault may update online terms for legal, security, product, or operational reasons. A materially adverse change receives reasonable advance notice where practicable and applies prospectively, ordinarily no earlier than the next renewal unless security, law, prevention of harm, or a provider emergency requires earlier action. Where renewed affirmative consent is required, the change does not bind the Customer until that consent is recorded.

Account

Credentials and associated records used to access the Services.

Authorized User

An individual whom the Customer authorizes to access a Workspace.

Base Plan

The Pro or Scale Up monthly Workspace subscription.

Billing Period

The recurring monthly period shown in an Order or the applicable Stripe subscription record.

Boost

A recurring paid increase to a specified monthly capacity allowance.

Customer Data

Electronic data submitted to the Services by or for the Customer, excluding Service Data.

Input

Prompts, instructions, files, tickets, messages, data, or other material submitted to AI functionality.

Order

An order form, accepted Checkout summary, or purchasing record identifying a Workspace, subscription, plan, Boost, or paid Service.

Output

Material generated or returned by AI functionality in response to Input.

Service Data

Operational, security, billing, metering, and diagnostic data generated through use of the Services.

Trial

A 21-day evaluation Workspace with no payment method, recurring charge, or automatic conversion to a paid Base Plan.

Workspace

A Customer-controlled OperalonOS environment to which one Base Plan and its related entitlements are assigned.

Subject to the Agreement and, for paid Services, timely payment, Nightvault grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right during the applicable access period to permit Authorized Users to access and use the Services for the Customer’s internal business operations. The Customer may not resell, lease, timeshare, commercially distribute, or operate the Services as a service bureau unless an Order expressly permits it.

Each Base Plan applies to one Workspace, not to one individual user. Multiple subscribed Workspaces require separate Base Plans unless an individually negotiated Order states otherwise.

• The Customer decides who may access its Workspace and assigns least-privilege roles.
• The Customer promptly removes or changes access when it is no longer required.
• Each Account must be used by one identifiable person; Accounts may not be shared.
• The Customer protects credentials and authentication factors and promptly reports suspected compromise to security@operalonos.com.

Nightvault may improve, modify, or replace features over time but will not intentionally and materially reduce core paid functionality during a current paid Billing Period without reasonable notice where practicable, substantially equivalent functionality, or a right to terminate the materially affected Service with a refund of unused prepaid Fees. Changes required for security, law, prevention of harm, or external platform changes may occur sooner.

Alpha, beta, preview, evaluation, early-access, and experimental features may be incomplete, changed, or discontinued. Unless an Order says otherwise, they have no availability commitment, must not be used for critical production decisions, and may have separate capacity or data-handling terms.

Trial limits are shared across the Workspace, have no cash value, and expire when the Trial ends. Nightvault may end or restrict a Trial for abuse, security, legal, capacity, or eligibility reasons. Trials and evaluation features are provided without a contractual SLA and remain subject to the Agreement, including the AUP, AI Product Terms, Privacy Notice, and DPA where applicable.

Pro is USD 499 per Workspace per month and includes 10,000 AI Credits and 5,000 Tickets per Billing Period. Scale Up is USD 999 per Workspace per month and includes 30,000 AI Credits and 15,000 Tickets per Billing Period. The Commercial Capacity and Pricing Schedule contains the complete standard Boost catalog.

A Workspace may have at most one active AI Capacity Boost tier and one active Ticket Capacity Boost tier. A replacement tier supersedes rather than stacks with the previous tier. Unused capacity does not roll over, transfer, or acquire cash value.

Nightvault uses Stripe for payment processing, subscription billing, invoicing, saved payment methods, and related financial infrastructure. The Customer authorizes Nightvault and Stripe to validate and tokenize the selected payment method; charge recurring Fees, disclosed prorations, authorized Boosts, and taxes that Nightvault is required and configured to collect; and process refunds or credit notes where applicable. Stripe may perform authentication, fraud, compliance, and payment-risk checks under its terms and configuration. OperalonOS does not store full card numbers or card security codes through the standard Stripe-hosted flow.

By purchasing a recurring subscription, the Customer authorizes the Stripe-saved payment method to be charged off-session for the Base Plan, active Boosts, approved upgrades and plan changes, disclosed prorations, applicable taxes, and other recurring amounts clearly identified before acceptance.

Each Base Plan and active Boost automatically renews monthly until cancelled. The Customer may cancel the subscription through an available billing interface or request a Base Plan or Boost change through billing@operalonos.com. An emailed change is effective only after Nightvault confirms the scheduled change. A Pro-to-Scale Up upgrade or Boost increase may take effect during the current Billing Period after successful payment confirmation and a displayed Stripe proration. Any accepted downgrade or Boost reduction is scheduled prospectively, normally for the next renewal.

A quote applies only to its identified Customer, Workspace, plan, Boost, and transaction. Unless it states otherwise, an interactive Checkout quote expires ten minutes after issuance.

Stripe and OperalonOS may hold synchronized representations of one canonical commercial invoice. The OperalonOS projection maps the available Stripe invoice identity, Customer, Workspace, line items, currency, totals, dates, status, and official hosted or PDF references, including tax totals when Stripe supplies them. The projection may be delayed and reconciled; Stripe controls on conflict. A projection or data export does not create a duplicate charge or independently numbered second invoice.

Fees exclude taxes unless expressly stated. Taxes, if calculated and collected, are shown by Stripe before payment. The Customer must provide accurate billing location, tax identification, and exemption information and remains responsible for taxes Nightvault is not required or configured to collect. Nightvault may retry failed payments, request an updated method, restrict new paid changes, or suspend paid access after reasonable notice. Future price changes receive reasonable advance notice required by the Agreement or applicable law and apply prospectively.

AI Capacity, Ticket Capacity, and similar units measure operational entitlement; they are not currency, stored value, credit, or property, have no cash value, may not be sold or transferred, and expire at the end of the Billing Period unless an Order states otherwise.

When paid billing is enabled, Nightvault’s authenticated usage and entitlement ledger operates in enforced mode and is the primary operational record, subject to correction for demonstrated error and reasonable Customer evidence. Section 2 of the Commercial Capacity and Pricing Schedule is the customer-facing metering specification. It uses idempotent, replay-safe identifiers so failed, rejected, security-blocked, duplicated, retried, or replayed activity is not finally recorded as completed billable use. An ambiguous provider or network outcome may reserve capacity temporarily while retry, reconciliation, or expiry determines the final result.

The Customer may report a suspected metering error to billing@operalonos.com. The Customer must not manipulate, replay, duplicate, conceal, or artificially generate activity to evade limits, obtain unearned remedies, exhaust resources, or create misleading evidence.

As between the parties, the Customer retains its rights in Customer Data and Input. It grants Nightvault and authorized subprocessors limited rights to host, copy, transmit, process, display, and otherwise use Customer Content only as reasonably necessary to provide and support the Services, follow documented instructions, maintain security, prevent abuse, comply with law, and exercise express Agreement rights.

The Customer represents that it has all rights, permissions, notices, consents, and lawful bases needed for Customer Content and instructions. Where Nightvault processes Customer Personal Data on the Customer’s behalf, the DPA governs that processing.

• Do not submit full payment-card data or security codes outside an approved payment field.
• Do not submit protected health information, identification biometrics, authentication secrets, private keys, highly sensitive government identifiers, classified information, or data requiring a certification Nightvault has not expressly agreed to maintain unless a signed Order expressly permits and supports it.
• Nightvault does not use identifiable Customer Content to train a general-purpose AI model made available to other customers. Provider processing remains governed by the AI Product Terms, DPA, and applicable provider configuration.

Nightvault maintains reasonable administrative, technical, and organizational safeguards appropriate to the Services and data. No internet system is completely secure, and this statement does not limit an express or non-excludable security obligation.

When the Customer connects a third-party service, it authorizes the data transfer reasonably necessary for that integration and remains responsible for its provider account, permissions, and provider terms. A third party may modify or discontinue its service. Nightvault remains responsible for its own obligations and for subprocessors to the extent required by the Agreement or law.

Nightvault and its licensors retain all rights in OperalonOS, its software, models, workflows, interfaces, Documentation, designs, branding, Service Data, improvements, and derivative technology. AI Output rights are governed by the AI Product Terms. Neither party may publicly use the other’s names, logos, or marks without prior permission except where required by law.

Each recipient will use the other party’s non-public Confidential Information only for the Agreement, protect it with at least reasonable care, and disclose it only to personnel, advisers, and contractors who need to know it and are bound by confidentiality. Information independently developed, lawfully known or received without duty, or public without breach is excluded. Legally compelled disclosure is permitted with advance notice and protective assistance where lawful.

Each party will comply with laws applicable to its performance. The Customer must not use the Services in violation of sanctions or export controls, for unlawful discrimination or prohibited automated decisions, to process data without lawful authority, or contrary to the Acceptable Use Policy. Nightvault may conduct risk-based screening and take proportionate action needed to comply with sanctions, export-control, anti-fraud, and binding legal obligations.

During a paid Subscription Term, Nightvault warrants that the Services will perform materially in accordance with applicable Documentation, will be provided with reasonable skill and care, and will not knowingly introduce malicious code. The first remedy is investigation and correction, re-performance, or a substantially equivalent workaround. If a verified material non-conformity cannot be remedied within a commercially reasonable period, the Customer may terminate the affected Service and receive unused prepaid Fees attributable to it.

Except for express warranties and non-excludable rights, the Services are provided “as available.” Nightvault does not warrant uninterrupted or error-free operation, every third-party integration’s continued availability, the accuracy of Customer Data, or that AI Output is accurate, complete, unique, non-infringing, or suitable for a particular decision.

Nightvault may proportionately suspend Services to prevent an actual or imminent security risk, stop unlawful or materially harmful activity, enforce the Acceptable Use Policy, comply with law, address non-payment after reasonable notice, or investigate fraud or abuse. Where circumstances permit, Nightvault will notify the Customer, limit scope, explain the general basis, and restore access after resolution.

The Agreement continues while the Customer has an Account, active Order, or surviving obligation. Monthly subscriptions renew until cancelled. Either party may terminate an affected Order for an uncured material breach after 10 business days’ notice, except where cure is impossible or the breach involves fraud, deliberate unlawful conduct, material security abuse, imminent serious harm, or repeated conduct after notice.

The Customer will defend Nightvault and its personnel against third-party claims arising from Customer Content, unlawful use, Customer products or communications, AUP violations, infringement by Customer instructions, Customer decisions using Output, or failure to obtain required rights and consents. Subject to exclusions and the indemnity procedure, Nightvault will defend against a third-party claim that authorized use of unmodified paid Services directly infringes copyright or registered trademark. Patent, Output, open-source, or enhanced coverage applies only if a signed negotiated Order expressly grants it.

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, or punitive damages; lost anticipated profit, revenue, goodwill, or savings; business interruption; replacement-service cost; or damages not reasonably foreseeable. Nightvault’s aggregate liability for an affected Service, Order, or Workspace will not exceed Fees actually paid or payable for the affected Service during the 12 months before the first event, or the shorter actual subscription period without annualization.

Before ordinary court proceedings, a party must provide written notice describing the dispute and requested remedy, and authorized representatives will attempt good-faith resolution for 30 days. This does not prevent urgent protective relief, evidence preservation, action needed to avoid a limitation deadline, collection of undisputed Fees, or compliance with a legal deadline.

The Agreement and related non-contractual obligations are governed by the federal laws of the United Arab Emirates and laws applicable in the Emirate of Sharjah. Subject to any mandatory jurisdiction, the competent courts of Sharjah have exclusive jurisdiction. Standard terms do not require arbitration; arbitration applies only through a separately negotiated and signed agreement.

Legal notices to Nightvault must be sent to contact@operalonos.com, with a copy to the registered address where required. The parties are independent contractors. The Agreement contains the entire agreement on its subject matter; unenforceable terms are modified only as necessary; waiver must be express; and electronic acceptance, signatures, notices, invoices, and records are valid to the maximum extent permitted by law.