Terms of Service

01

These Terms and how they fit together

These Terms of Service ("Terms") are an agreement between [Legal entity name], [Entity type and state of formation] ("Dawnpoint", "we" or "us"), and you. They govern your use of Dawnpoint's website, workspace, connectors, text messaging and related services (the "Services").

• Business customers. If you use the Services for a company, such as a home service business, you accept these Terms for that company and confirm you have authority to do so. "Customer" means that company.
• Users. Everyone who signs in to the Services agrees to these Terms for their own use.
• Homeowners. If you use Dawnpoint through your home service company, the Terms for homeowners and the Text Messaging Terms are written for you. The rest applies to you only where it says so.

Order of precedence. If a signed order form or master agreement with Dawnpoint conflicts with these Terms, the signed agreement controls, followed by our data processing agreement ("DPA"), then these Terms, then the policies they refer to, such as our Privacy Policy.

02

Definitions

Brand

An operating home service company within a Customer's organization. A Customer may be one Brand or a group of Brands.

Site

A home or other property a Customer serves.

Site Profile

Dawnpoint's record of a Site: its facts, each with its source and date, and how they changed.

Site Brief

A view for a Customer's team, computed from a Site Profile, about whether a visit is worth making and why.

Customer Data

Data a Customer or its users submit to the Services, and data the Services collect for the Customer, including Homeowner Data.

Homeowner Data

Personal information about a Customer's homeowner customers.

Outputs

Content the Services generate, including answers, summaries, Site Briefs, drafts and proposed schedules.

Outbox

Where a Customer's team reviews, approves and schedules outreach to homeowners.

Dawnpoint Experts

Dawnpoint staff who support Customers' use of the Services.

Third-Party Services

Products and services Dawnpoint doesn't provide, such as device makers, utilities, messaging and team-chat apps, AI assistants and field-service software.

Planned features

Capabilities we describe as Planned. They are not part of the Services until we make them available.

03

Accounts, organizations and roles

• You must be at least 18 and able to form a binding contract.
• Keep your account information accurate and your sign-in methods secure. You are responsible for activity under your account. Tell us promptly at help@dawnpoint.ai if you suspect unauthorized use.
• A Customer's organization can include one or more Brands. The Customer's administrators decide who joins, which Brands and Sites each person can access, and who may approve outreach (an Outbox approver). Membership alone doesn't grant access to every Brand or Site.
• The Customer is responsible for its users following these Terms, and for removing access when someone leaves.
• Sign-in, including phone and email verification and any single sign-on, is provided through our identity provider.

04

The Services, pilots and Planned features

Dawnpoint provides Automated Energy Care for home service businesses. Depending on the Customer's plan, the Services include:

• {{insightOffer}} (Insight): bill reviews, a growing Site Profile for each covered home, and Site Briefs for the Customer's team. No utility connection is needed.
• {{optimizeOffer}} (Optimize): an optional membership for each home that adds ongoing utility and supported-device monitoring, deeper guidance, and optional scheduling the homeowner approves.
• The workspace and channels: asking about homes within each person's permissions in the web workspace and, once linked, in Slack or Microsoft Teams; the Outbox; Visit Handoffs to the Customer's own booking team; and recorded outcomes.

Pilots and previews. We may offer pilots, trials, previews or beta features. They are provided as is, may have limits, may change or end at any time, and come with no service level commitment. A pilot covers an agreed group of homes for up to 90 days at no charge, and paid coverage starts only if the Customer chooses to continue under an order form.

Planned features. Some capabilities are described as Planned, such as connections to a user's own AI assistant, AI voice callbacks and direct connections to booking systems. They are not part of the Services until we make them available, and we don't commit to deliver them on any timeline.

Changes to the Services. We improve the Services over time. We won't materially reduce the core features of a paid subscription during its term without notice.

05

Your responsibilities as a business customer

The Customer is responsible for:

• Lawful data: having the right to give Dawnpoint the Customer Data it imports or adds, and giving its homeowner customers any privacy notices the law requires, including that it uses Dawnpoint to provide energy care.
• Consent to contact: getting, and keeping records of, the consent the law requires for each kind of text the Customer has Dawnpoint send as its automated assistant, including prior express written consent for marketing texts such as offers of an on-site check, a visit or a membership, and telling Dawnpoint accurately where that consent came from. An imported customer record is not consent, and Dawnpoint won't treat it as consent.
• Approving outreach: reviewing each Outbox batch, and the wording of any review program, before approving it, and confirming the permission each one relies on covers its purpose. An approval is the Customer's instruction to send that exact message to that audience.
• The laws that apply to its business, including texting and telemarketing laws, automatic-renewal and consumer protection laws for memberships it sells, and licensing rules for the work it performs.
• Accuracy: the accuracy of the data it provides and of what its team tells homeowners.
• Data we don't accept: not submitting Social Security or other government ID numbers, payment card numbers, health records or similar sensitive data, unless an order form allows it.
• Its own customer relationships: booking, dispatching and performing visits, pricing its own services and memberships, and handling its customers' requests and complaints about them.

06

Homeowner messaging and the Outbox

• Dawnpoint never reaches out first on its own. Outreach to homeowners goes through the Outbox, after an Outbox approver on the Customer's team authorizes the exact message and audience. Each approval then waits a cooling period (10 minutes by default) while anyone with access to the Brand can pull it back.
• Review programs. Instead of the Outbox, a Customer's administrator may approve a review program: its exact invitation and reminder wording, the Brand, service areas, a cap on homes and an end date. A person on the Customer's team then approves enrolling each home, and the program sends that invitation and at most one reminder 3 to 14 days later, without a cooling period or the Outbox's contact gap. The Customer keeps the automated-text disclosure and opt-out instructions in any wording it approves.
• Account invitations. When the Customer, or a system it connects, asks Dawnpoint to invite a homeowner to set up access, the invitation email goes out right away. A text invitation from Dawnpoint waits in the Outbox.
• Homeowners who write in get an answer. When a homeowner texts, Dawnpoint replies as the Customer's automated assistant: it answers what it can, or tells the homeowner a person will follow up and hands the conversation to the Customer's team. These replies don't wait for approval. If a number sends an unusually high number of texts in a short time, Dawnpoint may pause replies to it after one notice. The Customer is responsible for following up on what Dawnpoint hands to its team.
• Limits. Dawnpoint won't send outreach to a homeowner who opted out or whose consent is missing, and holds it between 6 PM and 9 AM in the time zone the Customer sets for the message. Outbox messages also wait out the minimum gap since the last contact (14 days by default). Dawnpoint won't switch channels to get around an opt-out.
• Messages a Customer sends itself. Messages a Customer or its partner delivers through its own systems are its responsibility, and Dawnpoint's quiet hours and contact limits don't apply to them.
• Delivery. Texts depend on carriers, Apple and messaging providers. We don't guarantee delivery or timing.

07

AI features and Outputs

• What AI does. Dawnpoint uses AI models to answer questions, review evidence, draft messages, read shared bills and documents, and propose schedules. Dawnpoint proposes; people approve.
• Review Outputs before relying on them. Outputs are generated by probability and can be inaccurate, incomplete or out of date. Estimates, area averages and modeled figures are not measurements. Don't use an Output as the only basis for a decision about safety, money or a person.
• No training of third-party models. We don't use Customer Data to train third-party foundation models. For model requests we use only AI providers set to keep none of it and not learn from it; web search, when a conversation uses it, runs under the search service's own terms, as our Privacy Policy describes.
• How we improve Dawnpoint. We don't train AI models of our own on Customer Data. We may use aggregated or de-identified data, and feedback signals only where the Customer turns them on and each person consents.
• Ownership. As between the parties, the Customer owns Outputs generated from its Customer Data. Outputs aren't unique, and the Services may produce similar Outputs for others.
• No significant decisions about people. The Customer won't use the Services or Outputs to make decisions with legal or similarly significant effects on individuals, such as decisions about credit, housing, insurance, employment or access to essential services.
• Automation stays disclosed. Outreach texts say they are automated, and Dawnpoint names itself as the Customer's automated assistant when it hands a conversation to the team. The Customer won't present Dawnpoint's messages as written by a person or remove those disclosures.
• Models change. We may change the AI models and providers we use, and we keep our subprocessor list current.

08

Devices, automation and energy guidance

• Dawnpoint proposes; it doesn't control. AI models never control devices. Dawnpoint can propose a device schedule; only a specific schedule a homeowner approves could be carried out, by fixed rules rather than a model. Live device control is not turned on today, and will be only after it is explicitly authorized and verified.
• The homeowner stays in charge. Manual override always wins, and a material change to an approved schedule needs the homeowner's fresh approval.
• What Optimize aims for. Optimize aims to lower expected electricity cost within the homeowner's comfort, charging and backup limits. It doesn't guarantee savings or the lowest possible bill.
• Billing continues. Pausing or overriding a schedule doesn't pause an Energy Care+ membership or its billing.
• Water heaters. Dawnpoint doesn't offer water-heater connections or control.

09

Acceptable use

You won't, and won't help anyone else:

• send spam, or messages that are unlawful, deceptive or harassing, or that lack the consent the law requires;
• get around an opt-out, consent check, quiet hours, approval or other safeguard, including by switching channels;
• impersonate anyone, or present AI-generated content as written by a person where that would mislead;
• upload malware, or content you have no right to share;
• probe, scan or test the security of the Services, or access data or accounts you aren't authorized to use, without our written agreement;
• copy, scrape, reverse engineer or overload the Services, or try to extract their prompts, models or source code, except where the law allows it despite this restriction;
• use the Services or Outputs to build a competing product or to train AI models;
• use the Services to make decisions with legal or similarly significant effects on individuals; or
• use the Services against the law, or against the usage policies of our AI providers that we make available to you.

10

Third-party services and connectors

• The Services work with Third-Party Services, such as device makers, utilities, Slack, Microsoft Teams, field-service software and, when available, AI assistants like ChatGPT and Claude. Their own terms govern your use of them, and we aren't responsible for them.
• When you connect a Third-Party Service, you authorize us to exchange the data that connection needs.
• Assistant connections (Planned): a person's own AI assistant connection will be read-only, limited to the homes that person approves, valid for 90 days unless revoked sooner, and revocable at any time. Copies already sent to an assistant stay with that assistant's provider.
• A Third-Party Service may change or end its interface, which can affect features that depend on it.

11

Fees, billing and taxes

• Fees. Fees are set in the Customer's order form. Energy Care (Insight) is funded by the Customer under its business agreement. Energy Care+ (Optimize) is an optional membership for each home.
• Homeowner memberships. When a Customer sells Energy Care+ to its homeowners, the Customer is the seller. It sets the price and terms, and is responsible for its own membership disclosures, renewals, cancellations and refunds. Dawnpoint is not the seller to the homeowner.
• Payment. Unless the order form says otherwise, fees are invoiced or charged through our payment processor, are due within 30 days, and aren't refundable except as the order form or the law provides. Overdue amounts may incur late charges where the law allows.
• Taxes. Fees don't include taxes. The Customer pays applicable taxes, other than taxes on our income.
• Price changes. We may change prices at renewal, with advance notice.

12

Customer Data, the DPA and Dawnpoint Experts

• Ownership. The Customer keeps all rights in Customer Data. The Customer gives Dawnpoint permission to host, process and use Customer Data to provide, secure, support and improve the Services, as these Terms, the DPA and the Customer's instructions allow.
• The DPA. Our data processing agreement ([DPA link or request address]) is part of these Terms for business customers. It governs how we process personal information for the Customer, including our subprocessors and how we tell the Customer about changes to them.
• Dawnpoint Experts. Dawnpoint Experts may access Customer Data to operate, support, secure and improve the Services: for example, to work escalations and exceptions, review samples for quality, and help with support. An Expert has access only while a member of the Customer's workspace, limited to the Brands or Sites granted, and our tools for working cases also require an expiring assignment recorded in an audit log. Workspace administrators see Experts as members of the team. A label marking Experts, a view of their activity for Brand administrators, and a Brand setting to limit Expert access are Planned.
• Platform administrators. Dawnpoint's platform administrators can see totals across customers and, for a Site they select, its address and utility, to operate and support the Services. Changes they make are recorded in an audit log, and their role alone doesn't open homeowners' names, conversations or files.
• Aggregated data. We may create and use aggregated or de-identified data that doesn't identify the Customer, a person or a home, to operate and improve the Services. It isn't Customer Data.
• Export and deletion. Returning and deleting Customer Data explains how the Customer can export Customer Data and when we delete it.

13

Returning and deleting Customer Data

• During the term. The Customer can ask us at any time for an export of its Customer Data, or tell us to delete Customer Data about a particular person or home. We complete a deletion within 30 days, or sooner if the law requires, and pass the instruction to our subprocessors.
• Set periods. Some Customer Data is deleted on fixed schedules in our Privacy Policy: for example, uploaded customer files after 30 days and documents and photos after 90 days by default, and homeowner text conversations 3 years after their last message. The Customer should export anything it needs to keep longer.
• After the agreement ends. For 30 days after the agreement ends, the Customer can ask for an export of its Customer Data in a common machine-readable format, such as CSV or JSON. Within 30 days after that window closes, we delete Customer Data from our active systems, and we confirm the deletion in writing on request.
• Backups. Deleted Customer Data can remain in backups until they are overwritten, within [Backup retention (days)] days. We don't restore it to active use, and if a backup is ever restored we delete it again.
• What we keep. We may keep the following, only for these purposes and under the confidentiality terms of this agreement: billing, payment and tax records, for 7 years; records that show we followed texting laws, such as consent and opt-out records and the log of texts sent, for 5 years after the last text, plus the minimum needed to keep honoring opt-outs; security and access logs, including records of Dawnpoint Expert access, for 6 years; records of this agreement, for 6 years after it ends; anything the law or a legal hold requires us to keep, until that obligation ends; and aggregated or de-identified data, as Customer Data, the DPA and Dawnpoint Experts allows.
• Homeowners' own information. Information a homeowner gives Dawnpoint under the homeowner's own account and consents, such as consent to process a bill or link a utility account, isn't Customer Data and follows our Privacy Policy. When the agreement ends, we stop texting homeowners on the Customer's behalf and stop processing that information for the Customer.
• Legal holds. If a law, court order or government request requires us to preserve Customer Data, we tell the Customer unless the law forbids it, and keep the data only as long as required.
• Suspension. Suspending access doesn't delete Customer Data.
• The DPA. If the DPA sets different terms for returning or deleting personal information, the DPA controls.

14

Confidentiality

Either party may receive the other's confidential information: non-public information that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data and the non-public parts of the Services. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and share it only with people and providers who need it and are bound by similar duties.

These duties don't cover information that is or becomes public through no fault of the receiving party, that it already knew or developed independently, or that it received lawfully from someone else without a duty of confidence. If the law requires disclosure, the receiving party will give notice first where allowed. These duties last during the agreement and for 3 years after it ends, and for trade secrets as long as the law protects them.

15

Intellectual property and feedback

• Dawnpoint and its licensors own the Services, including the software, prompts, templates, the methods behind Site Profiles and Site Briefs, and documentation. We keep all rights these Terms don't grant.
• During the term, we give the Customer and its users a non-exclusive, non-transferable right to use the Services for the Customer's internal business, under these Terms.
• If you give us feedback or suggestions, we may use them without restriction or payment.
• We won't use a Customer's name or logo in our marketing without its permission.

16

Security

We maintain administrative, technical and physical safeguards designed to protect Customer Data, as described in our Privacy Policy and the DPA. We will notify the Customer without undue delay after we confirm a security breach affecting its Customer Data, as the law and the DPA require. The Customer is responsible for securing its own accounts, devices and systems.

17

Term, suspension and termination

• Term. These Terms apply while you use the Services. A Customer's subscription term and renewal are set in its order form.
• Suspension. We may suspend access, with notice where practical, if fees are seriously overdue, if use threatens the security or integrity of the Services or of others, if use breaks the law or the acceptable use rules, or if the law requires it. We restore access once the issue is resolved.
• Termination. Either party may end the agreement if the other materially breaches it and doesn't cure the breach within 30 days of notice. Users may stop using the Services at any time.
• When it ends. Access ends, the Customer pays fees owed through the end date, and Returning and deleting Customer Data applies. Sections that by their nature should survive will survive, including fees owed, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification and disputes.

18

Warranties and disclaimers

Each party confirms it has authority to enter into these Terms. Dawnpoint will provide the Services in a professional manner consistent with these Terms and any order form. If it doesn't, the Customer's remedy is for us to fix the issue or, if we can't, to end the affected Services and refund prepaid fees for the rest of the term.

Except as these Terms expressly say, the Services and Outputs are provided "as is" and "as available". To the fullest extent the law allows, Dawnpoint disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement, and doesn't warrant that the Services will be uninterrupted or error-free or that Outputs will be accurate.

Dawnpoint doesn't guarantee energy savings, any bill amount or outcome, eligibility for any rate plan, rebate or incentive, the need for or result of any visit, or the accuracy of AI Outputs.

19

Limitation of liability

To the fullest extent the law allows:

• Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if told they were possible.
• Each party's total liability arising from or relating to these Terms is limited to the fees the Customer paid or owed Dawnpoint for the Services in the 12 months before the event that gave rise to the claim. For users who pay Dawnpoint nothing, including homeowners, Dawnpoint's total liability is limited to US $100.
• These limits don't apply to indemnification obligations, the Customer's payment obligations, a party's gross negligence, fraud or willful misconduct, or liability the law doesn't allow to be limited.

20

Indemnification

• By the Customer. The Customer will defend Dawnpoint against third-party claims arising from Customer Data, from the Customer's failure to get consent to contact its homeowners, from messages the Customer approves or sends, or from its breach of the acceptable use rules, and will pay the resulting damages and costs finally awarded or agreed in settlement.
• By Dawnpoint. Dawnpoint will defend the Customer against third-party claims that the Services, as we provide them, infringe that third party's intellectual property rights, and will pay the resulting damages and costs finally awarded or agreed in settlement. This doesn't cover claims caused by Customer Data, Third-Party Services, combinations we didn't provide or changes we didn't make. If such a claim arises, we may modify the Services, get a license, or end the affected Services and refund prepaid fees for the rest of the term.
• How it works. The party asking to be defended must tell the other promptly, give it control of the defense and settlement, and provide reasonable help. No settlement may admit fault for, or bind, the protected party without its consent.

21

Terms for homeowners

This section is for homeowners who use Dawnpoint through their home service company.

• Who we are to you. Dawnpoint is your service company's automated assistant. Your service company chose to use Dawnpoint and controls the records it keeps about you; its own terms govern its services to you.
• Sharing is your choice. Sharing a bill, linking a utility account or connecting a device is optional, needs your own consent, and doesn't start a paid plan.
• Guidance, not guarantees. Energy guidance is information to help you decide. It doesn't guarantee savings or any bill amount, and estimates are not measurements.
• You stay in charge of your home. Dawnpoint never changes a device setting on its own. Only a schedule you approve could be carried out, and your own change always wins.
• Memberships. If you buy Energy Care+, you buy it from your service company, which sets its price, renewal and cancellation terms.
• Your account. You must be 18 or older. Keep your phone number current, and tell us if you give it up.

22

Text Messaging Terms

These terms apply to the [Text program name] program: text messages between you and Dawnpoint acting as your home service company's automated assistant.

• Who texts you. Texts come on behalf of your home service company, from a Dawnpoint number or a number dedicated to that company. Outreach texts say they are automated, and Dawnpoint names itself as the company's automated assistant when it hands your conversation to a person.
• What we send. Invitations to set up energy care for your home, requests to share a bill, updates about your home's energy, alerts when a connected device stops reporting, requests to review a proposed device schedule, replies to your questions, and follow-ups from your service company's team. Offers, such as an on-site check or visit, or an Energy Care+ membership, go out only after your service company confirms it holds the permission the law requires for them.
• How you join. By replying START to an invitation, or by giving your service company consent to texts from Dawnpoint on its behalf. Consent isn't a condition of any purchase, and a customer record alone never enrolls you.
• How often. Message frequency varies. Outreach isn't sent between 6 PM and 9 AM in the time zone your service company sets for it; replies to your texts come when you write.
• Cost. Message and data rates may apply.
• Stopping. Reply STOP at any time to stop texts from that number; CANCEL, END, QUIT, UNSUBSCRIBE, REVOKE and OPT OUT also work. You may receive one message confirming you have opted out. We won't text you on another channel to get around an opt-out. Reply START to resume.
• Help. Email help@dawnpoint.ai for help with texts.
• Channels. Texts may arrive by SMS, MMS, RCS or iMessage. Apple, not your wireless carrier, delivers iMessage. Carriers aren't liable for delayed or undelivered messages.
• Your number. You confirm you are 18 or older and the account holder or an authorized user of the number. If you change or give up your number, reply STOP first or tell us.
• Keep it safe. Don't text passwords, card numbers or other sensitive details. Dawnpoint never asks for device passwords.
• Answers. Dawnpoint answers each text it receives, or passes it to a person on your service company's team. If a number sends an unusually high number of texts in a short time, Dawnpoint may pause replies after one notice. We don't promise a response time.
• Privacy. We use your number and messages as our Privacy Policy describes. We don't sell or share your mobile number or text opt-in data with third parties or affiliates for their marketing.
• Records. We keep a record of your consent, the texts we send and any STOP or START reply for 5 years, and keep your number on a do-not-text list after you opt out, so we can honor your choice and show that we did. See How long we keep information.

23

Governing law and disputes

These Terms are governed by the laws of [Governing law (state)], without regard to conflict-of-law rules. The state and federal courts in [Courts for disputes (county and state)] have exclusive jurisdiction over disputes arising from them, and each party consents to that jurisdiction. Either party may bring a qualifying claim in small claims court instead. Nothing here limits rights a consumer has under the law of the place they live.

24

Changes to these Terms

We may update these Terms. For a material change, we will give account holders at least 30 days' notice by email or in Dawnpoint before it takes effect. Using the Services after the effective date means you accept the change. A change doesn't alter a signed order form during its current term unless both parties agree, and we won't use a change to these Terms to expand how we use Customer Data, such as for AI training, without notice and any consent the law requires.

25

General terms

• Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its assets, with notice.
• Events beyond control. Neither party is liable for delays caused by events beyond its reasonable control, except for payment obligations.
• Notices. We send notices to the account's email address or in Dawnpoint. Legal notices to Dawnpoint go to legal@dawnpoint.ai and [Postal address].
• Independent parties. The parties are independent contractors. These Terms create no partnership, agency or employment, and no third-party beneficiaries.
• Export and sanctions. You will follow US export controls and sanctions, and won't use the Services where they are prohibited.
• Severability and waiver. If a provision can't be enforced, the rest stays in effect. Not enforcing a provision isn't a waiver of it.
• Entire agreement. These Terms, with any order form, the DPA and the policies they refer to, are the entire agreement on their subject.
• Trademarks. Device maker, utility and other names and logos belong to their owners. Showing them doesn't mean their owners endorse Dawnpoint.

26

Contact

• Legal notices: legal@dawnpoint.ai
• Support: help@dawnpoint.ai
• Mail: [Legal entity name], [Postal address]