Darter Terms of Service

1. Definitions

• Affiliate: Any entity that controls, is controlled by, or is under common control with a party.
• Agreement: This Terms of Service, together with any Order Forms, attachments, or referenced policies.
• Darter Materials: All software, documentation, mobile application architecture, workflows, integrations, push notification infrastructure, booking and loyalty logic, and other intellectual property provided by Darter.
• Customer Data: Any information, data, or content submitted by you or your users through the Services, including but not limited to appointment bookings, in-app messages, loyalty and rewards activity, referrals, practice configurations, brand assets, and patient interaction data.
• Order Form: The ordering document (digital or written) executed by Customer and Darter for subscription Services.
• Services: Darter’s custom mobile application development, native iOS and Android builds, hosted backend infrastructure, push notification systems, in-app booking integrations, loyalty and referrals systems, ongoing maintenance, and related offerings for aesthetic clinics and MedSpas.
• Users: Individuals authorized by Customer to use the Services.

2. The Services

2.1 Access

Subject to this Agreement and applicable fees, Darter grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term solely for Customer’s internal business purposes in connection with operating an aesthetic clinic, MedSpa, or cosmetic practice.

2.2 Service Description

Darter provides custom-built native mobile applications and the hosted backend infrastructure to operate them. The Services include:

• Custom design and native iOS and Android application development, published in the Apple App Store and Google Play under the Customer’s brand
• Hosted backend infrastructure (including authentication, storage, and APIs) to operate the application
• Push notification infrastructure and practice-side controls for sending in-app messages and promotional notifications
• In-app appointment booking, rescheduling, and cancellation, with two-way synchronization to the Customer’s existing practice management system
• Loyalty, rewards, and built-in referral systems
• Analytics and tracking of app installs, in-app sessions, appointments booked through the app, and push notification engagement
• Ongoing maintenance, including iOS and Android OS updates, App Store and Google Play compliance, and security patches

2.3 Software & Updates

Certain features may require you to install or connect software integrations. Software may update automatically to improve functionality, security, or performance. Any open-source components will be governed by their respective licenses.

2.4 Ownership

All rights, title, and interest in the Services, Darter Materials, and all related intellectual property belong exclusively to Darter. No rights are granted except as expressly provided herein. Customer acknowledges that Darter’s mobile application architecture, push notification systems, in-app booking integrations, and patient engagement logic are proprietary.

2.5 Third-Party Products

The Services may integrate with third-party applications, including but not limited to scheduling systems, EMR/PMS platforms, calendars, and CRM tools (“Third-Party Products”). Customer is responsible for ensuring compliance with any third-party terms of service. Darter is not responsible for any third-party products or services and disclaims all liability arising from their use.

2.6 Free or Trial Services

Free trials are provided “as is” without warranty. Darter may suspend or terminate free access at any time. Following any free trial, Customer must subscribe to a paid plan to continue using the Services.

3. Pricing and Plans

3.1 Pricing Structure

Pricing for the Services is set on a per-engagement basis and is documented in the Customer’s Order Form. Every Darter engagement consists of two components:

• One-time Build Fee: a setup investment covering custom design, native iOS and Android development, App Store and Google Play submission, and white-glove launch.
• Ongoing Maintenance Subscription: a recurring monthly fee covering hosted backend infrastructure, OS and store compliance updates, security patches, feature ships, push notification infrastructure, and analytics.

Both components are tailored to the Customer’s practice size, feature set, and integration needs. Exact amounts are confirmed in the Order Form executed by Customer and Darter.

3.2 Billing

• The one-time Build Fee is invoiced according to the milestone schedule in the Order Form.
• The Ongoing Maintenance Subscription is billed monthly in advance unless otherwise agreed in writing.
• All fees are exclusive of applicable taxes.

3.3 Payment Terms

• Payments are due within 30 days of invoice.
• Credit card and ACH payments authorize Darter to automatically charge the designated account.
• All fees are non-refundable unless otherwise specified in a written agreement.

4. Customer Data

4.1 Ownership

You retain all rights to Customer Data. Darter will not sell your data.

4.2 License to Darter

You grant Darter a limited license to use Customer Data for the purpose of delivering and improving the Services, including processing calls, booking appointments, generating analytics, and providing customer support.

4.3 Aggregate & De-Identified Data

Darter may use anonymized and aggregated data derived from Customer Data to improve Services, train AI models, generate industry benchmarks, and create analytics dashboards, provided it does not identify you, your clinic, or your patients.

4.4 Data Security

Darter uses commercially reasonable measures to protect Customer Data, including encryption, secure hosting, and access controls. Customer is responsible for maintaining the security of account credentials and ensuring that integrations with third-party systems are secure.

4.5 Data Processing Addendum

Upon request, Darter will enter into a Data Processing Addendum (DPA) with Customer to address specific data protection requirements. Contact privacy@dartertech.com for more information.

5. Customer Responsibilities

You agree not to:

• Copy, resell, sublicense, or distribute the Services to any third party.
• Use the Services for any unlawful purpose or in violation of any applicable laws.
• Reverse engineer, decompile, or attempt to extract the source code of the Services.
• Share access credentials with unauthorized individuals outside of your organization.
• Use the Services in violation of applicable laws, including but not limited to consumer protection, healthcare privacy, telecommunications, or call recording laws.
• Upload or transmit any viruses, malware, or other harmful code.
• Interfere with or disrupt the integrity or performance of the Services.
• Attempt to gain unauthorized access to any systems connected to the Services.

You are responsible for:

• Ensuring that all Users comply with this Agreement.
• Maintaining the accuracy and completeness of clinic configuration data.
• Ensuring that your use of the Services complies with applicable laws and regulations governing aesthetic clinics, MedSpas, and cosmetic practices.
• Obtaining all necessary consents and permissions from patients for the collection and processing of their data through the application, including push notification consent and any applicable healthcare disclosures.
• Ensuring that patient information shared with Darter is handled in accordance with applicable privacy laws.

6. Fees & Payment

6.1 Fees

You agree to pay all fees as specified in the applicable Order Form or pricing page. Plan rates are subject to change with 30 days’ prior written notice.

6.2 Billing & Payment

Unless otherwise agreed in writing, payments are due within 30 days of invoice. By providing credit card or ACH information, you authorize Darter to automatically charge fees to the designated account.

6.3 Late Payments

Overdue amounts may incur interest of 1.5% per month or the maximum allowed by law, whichever is lower. Darter may suspend Services for non-payment if fees remain overdue for more than 15 days. Upon suspension, Customer data will be retained for up to 30 days.

6.4 Taxes

Fees are exclusive of all applicable federal, state, and local taxes, levies, or duties. Customer is responsible for all applicable sales, use, excise, and similar taxes.

7. Warranties & Disclaimers

7.1 Mutual Warranties

Each party represents that it has the legal power and authority to enter into this Agreement and that this Agreement constitutes a valid and binding obligation.

7.2 Darter Warranties

Darter warrants that:

• The Services will be performed in a professional and workmanlike manner.
• Darter has the right to grant the licenses and access described in this Agreement.
• The Services will comply with applicable laws and regulations in all material respects.

7.3 Disclaimer

The Services are provided “as is” without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or error-free operation.

Darter does not warrant that:

• The Services will meet Customer’s specific requirements or expectations.
• The Services will be uninterrupted, timely, or completely secure.
• Any errors or defects will be corrected.
• The Services will result in any specific business outcomes, including revenue increases or appointment bookings.

Customer acknowledges that the Services rely on third-party platforms, including the Apple App Store, Google Play, the Customer’s existing practice management system, push notification gateways, and operating-system-level permissions granted by patients, and that the availability, behavior, and policies of those platforms are outside Darter’s control.

7.4 Beta Features

Beta features, pilot programs, or preview functionalities are experimental and provided “as is” without guarantees. Darter may discontinue beta features at any time.

8. Confidentiality

Each party agrees to protect the other party’s confidential information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential information may not be disclosed without prior written consent, except:

• As required by law or legal process
• To legal or financial advisors under appropriate confidentiality
• In connection with a corporate transaction with appropriate safeguards

9. Term & Termination

9.1 Term

This Agreement remains in effect for the Subscription Term specified in the applicable Order Form, and automatically renews for successive periods unless terminated in accordance with this Section.

9.2 Termination for Convenience

Either party may terminate this Agreement:

• Upon 30 days’ prior written notice before the end of the Subscription Term.
• Customer may downgrade or cancel their subscription through the account portal or by written request.

9.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure within 30 days of receiving written notice.
• Becomes insolvent, files for bankruptcy, or ceases to operate.

9.4 Effect of Termination

Upon termination:

• Customer’s right to access and use the Services ends immediately.
• All fees owed through the termination date become immediately due.
• Darter will retain Customer Data for 30 days following termination.
• After the retention period, Darter may delete Customer Data unless otherwise required by law.

10. Indemnification

10.1 Darter Indemnification

Darter will indemnify, defend, and hold Customer harmless from any third-party claim that the Services infringe or misappropriate that third party’s intellectual property rights, provided that Customer:

• Promptly notifies Darter of any claim
• Allows Darter to control the defense and settlement
• Provides reasonable cooperation

If the Services are found to infringe, Darter may, at its option: (a) modify the Services to be non-infringing; (b) replace with non-infringing alternatives; or (c) terminate the Agreement and refund prepaid fees.

10.2 Customer Indemnification

Customer will indemnify, defend, and hold Darter harmless from any third-party claim arising from:

• Customer Data, including any claims related to patient information, appointment bookings, in-app messages, or push notification content authored or directed by Customer
• Customer’s use of the Services in violation of this Agreement or applicable law
• Customer’s aesthetic clinic, MedSpa, or cosmetic practice operations
• Any products or services offered by Customer

11. Limitation of Liability

To the fullest extent permitted by law:

Except for indemnification obligations, breaches of confidentiality, or gross negligence or willful misconduct:

• Neither party is liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.
• Darter’s total cumulative liability under this Agreement will not exceed the fees paid by Customer in the twelve (12) months preceding the claim.

Customer acknowledges that the pricing of the Services reflects this allocation of risk and that the limitations in this Section are essential to the basis of the bargain.

12. Intellectual Property

12.1 Darter IP

Darter retains all rights in and to:

• The Darter platform, including the mobile application architecture, push notification systems, in-app booking integrations, loyalty and referral logic, and patient engagement systems
• All Darter Materials, documentation, and training content
• Any improvements, enhancements, or modifications to the Services
• Aggregated and anonymized data derived from Customer’s use of the Services

12.2 Feedback

If Customer provides suggestions, ideas, or feedback about the Services, Darter may use them without obligation to Customer.

13. General Provisions

13.1 Relationship

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

13.2 Notices

Notices must be sent in writing to:

Darter: legal@dartertech.com or to Darter’s registered business address.

Customer: The email address or address provided during account registration or on the Order Form.

13.3 Assignment

Neither party may assign this Agreement without the other’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Any attempted assignment in violation is void.

13.4 Governing Law

This Agreement is governed by the laws of the State of North Carolina, without regard to conflict of law principles.

13.5 Dispute Resolution

Any disputes arising under or in connection with this Agreement shall be resolved through binding arbitration in North Carolina under the rules of JAMS (Judicial Arbitration and Mediation Services). Customer agrees to resolve disputes individually and waives any right to participate in class actions or collective proceedings.

13.6 Force Majeure

Neither party is liable for delays or failures in performance resulting from circumstances beyond that party’s reasonable control, including natural disasters, government actions, telecommunications failures, or third-party service outages.

13.7 Modifications

Darter may modify this Agreement from time to time. Material changes will be communicated via email or notice through the Services. Continued use of the Services after changes take effect constitutes acceptance of the modified Agreement.

13.8 Entire Agreement

This Agreement, together with any Order Forms, pricing pages, and referenced policies, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications relating to the subject matter herein.

13.9 Waiver

Failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

13.10 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

13.11 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. There are no third-party beneficiaries.