Terms of Service & End User License Agreement

1. Acceptance of these Terms

These Terms form a binding agreement between you ("you," "your") and Nightstand Labs LLC ("Nightstand Labs Studios," "we," "us," "our"), an Oregon limited liability company. You must be at least 13 years old (16 in the EU/UK) to use the Service. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

Your privacy is governed by our Privacy Policy, which is incorporated into these Terms by reference. Subscription refunds are governed by our Refund Policy, also incorporated by reference.

2. The Service

ImmersivePage is a multi-voice document reader. It imports text and ebook formats, identifies characters and dialogue, assigns voices, and produces multi-voice audio playback with optional ambience, music, sound effects, and stage panning. The Service may include:

• A hosted web application.
• Native iOS, iPadOS, macOS, and Windows applications.
• A self-hostable wizard server.
• Optional integrations with third-party AI and TTS providers (described in section 8).

We may add, change, or remove features at any time. We will provide reasonable notice of material reductions in functionality available to paid subscribers.

3. Your account

• You are responsible for keeping your password secret, for actions taken under your account, and for the security of your API keys and devices.
• You must provide accurate registration information and keep it up to date.
• You may not share, sell, or transfer your account. One account = one natural person or one organizational seat.
• You must notify us promptly at security@nightstandlabs.com if you suspect unauthorized access to your account.

4. License grant (EULA)

Subject to your compliance with these Terms, Nightstand Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the ImmersivePage software for your personal or internal business purposes.

You may not, and may not permit anyone else to:

• Copy, modify, or create derivative works of the Service (except for open-source components, which are governed by their respective licenses — see Open source licenses).
• Reverse engineer, decompile, or disassemble the Service, except to the extent that applicable law expressly prohibits this restriction.
• Resell, rent, lease, sublicense, or otherwise commercially redistribute the Service or any portion of it.
• Remove or obscure proprietary notices in the Service.
• Use the Service to develop a competing product.
• Bypass any rate limits, usage caps, billing meters, or technical safeguards.

This license terminates automatically if you violate these Terms. On termination, you must stop using the Service and (for installed software) delete all copies in your possession.

5. Your content and intellectual property

5.1 Your content stays yours

You retain ownership of all documents, text, images, voice recordings, cast profiles, and other content you provide to the Service ("Your Content").

5.2 License to operate the Service

You grant us a worldwide, royalty-free, non-exclusive license to host, store, reproduce, transmit, process, display, and modify Your Content solely as necessary to provide the Service to you (for example: extracting text from a DOCX, sending text to a TTS engine you have configured, generating audio playback, and storing it for your later use). This license ends when you delete Your Content from the Service, except for limited copies retained in routine backups (typically deleted within 30 days).

5.3 We do not train AI models on Your Content

We do not use Your Content to train or improve any artificial intelligence or machine-learning model — our own or any third party's. Third-party providers you choose to enable (see section 8) handle Your Content under their own terms, which you should review.

5.4 Your warranties about Your Content

You represent and warrant that:

• You own or have all necessary rights, licenses, and consents to upload Your Content and to have it processed by the Service.
• Your Content does not violate the intellectual property rights, publicity rights, privacy rights, contractual rights, or other legal rights of any person.
• Your Content does not include malware, illegal material, or content prohibited by section 7.
• If Your Content includes voice samples used for voice cloning, you have obtained verifiable consent from each person whose voice is used (see section 6).

6. Voice cloning and consent

If the Service offers a feature that creates a synthetic voice modeled on a real person's voice (a "cloned voice"), you may only use it with the voice of:

• Yourself, or
• Another person who has given you verifiable, documented consent to record, clone, and use their voice in ImmersivePage.

You may not use voice cloning to:

• Imitate any public figure, celebrity, voice actor, fictional character, or other identifiable person without their explicit consent.
• Impersonate, defraud, harass, or defame any person.
• Create deepfakes or misleading audio.
• Produce content that violates applicable right-of-publicity, defamation, or fraud laws.
• Bypass any consent or watermarking requirements imposed by the underlying voice provider (e.g., ElevenLabs' terms).

We may require attestation of consent before enabling voice cloning. Violation of this section is grounds for immediate termination and may result in referral to law enforcement.

7. Acceptable use

You agree not to use the Service to:

• Process content you do not have the right to use, including DRM-protected files you do not own outright or copyrighted material you lack a license for.
• Bypass digital rights management (DRM), including but not limited to Kindle / Audible / iBooks / Adobe Digital Editions DRM.
• Generate, store, or transmit material that is unlawful, defamatory, fraudulent, harassing, hateful, sexually exploitative of minors, or that incites violence.
• Infringe any patent, trademark, trade secret, copyright, right of publicity, or other right.
• Send spam, phishing, or unsolicited bulk communications.
• Interfere with the integrity or performance of the Service, including by reverse engineering, automated scraping, denial-of-service attacks, or probing for vulnerabilities outside our responsible-disclosure process.
• Use the Service in a way that violates any export-control, sanctions, or other applicable law.
• Misrepresent your identity, affiliation, or the source of content (including by using cloned voices to impersonate any person — see section 6).

We may, but are not obligated to, monitor, review, or remove content that violates these Terms.

8. Third-party services and your API keys

The Service can integrate with third-party providers, including but not limited to:

• LLM providers — OpenAI, Anthropic, Google Gemini, and OpenAI-compatible endpoints (including local runners like Ollama).
• Cloud TTS providers — Microsoft Azure Speech, ElevenLabs, Microsoft Edge online voices.
• Payment processing — Stripe.
• Hosting and infrastructure providers.

When you enable a third-party provider — whether by configuring an API key, choosing a cloud voice engine, or signing up for our Pro tier — you authorize the relevant portion of Your Content (for example, the text chunks sent for analysis or the utterance text sent for synthesis) to be transmitted to that provider for processing.

Your use of each third-party service is governed by that provider's own terms and privacy policy. You are responsible for:

• Reading and complying with each provider's terms.
• Any usage charges billed against your API key by the provider.
• Keeping your API keys secret.
• Any commercial-use restrictions imposed by the provider on audio output (for example, certain TTS providers prohibit redistribution of synthesized audio as a paid audiobook unless additional licensing is purchased).

We are not responsible for the availability, accuracy, or performance of any third-party service, and we are not liable for charges incurred under your own provider accounts.

9. Subscriptions, billing, and refunds

Some features of the Service ("Pro features") require a paid ImmersivePage Pro subscription. Subscription terms shown at Stripe Checkout (price, billing period, included features) form part of this agreement. Our What to expect from Pro page and Refund Policy explain product limits and when fees may or may not be returned; both are incorporated into these Terms.

9.1 Pro plans (current standard pricing)

• Monthly: USD $14.99 per month, billed in advance.
• Annual: USD $149 per year, billed in advance.

Prices may change with notice (see below). Taxes may be added at checkout where required.

9.2 What Pro includes

Pro unlocks hosted and premium voice features, including:

• Hosted Azure Neural voices — cloud speech synthesis provided by us, subject to a monthly character allowance per subscriber (displayed in the Voices step).
• Premium external integrations — ability to connect your own ElevenLabs or Fish Audio API keys. Usage on those third-party services is billed by the provider, not by us.

Smart cast detection, offline voices (Kokoro, Piper), and browser speech remain available on the Free plan. Experimental AI overlay LLM usage requires your own API key on any plan.

9.3 Billing and renewal

• Billing. Subscriptions are billed in advance through Stripe at the price and interval you select. Unless you cancel, they renew automatically.
• Free trial / introductory pricing, if any, will be disclosed at sign-up and convert to standard pricing on expiration unless you cancel.
• Failed payment. If a payment fails, we may suspend access to Pro features until payment is restored.
• Taxes. Prices may not include applicable sales tax, VAT, or other taxes, which will be added at checkout where required.

9.4 Cancellation

You may cancel at any time from your account settings (or the Stripe Customer Portal when enabled). Cancellation stops future renewals at the end of the current paid period. Canceling is not a refund. You retain Pro access through the period you already paid for; we do not provide pro-rated refunds for unused days or months except where required by law.

9.5 Refunds

Except where required by applicable consumer-protection law, all subscription fees are non-refundable — including when you change your mind, do not use the Service, are dissatisfied with voice or attribution quality, or exhaust your monthly hosted Azure allowance. See the Refund Policy for the limited exceptions (billing errors, duplicate charges, failure to provision Pro after payment, and similar cases).

By completing checkout, you acknowledge that the Service is provided "as is" (section 13) and that you assume the risk that results may not meet your expectations.

9.6 Price changes

We may change subscription pricing with at least 30 days' notice. New prices apply to your next renewal after the notice period.

App Store and Google Play subscriptions are governed by the respective store's terms in addition to these Terms.

10. Our intellectual property

The Service, including all software, designs, trademarks, logos, documentation, and content we provide (excluding open-source components and Your Content), is owned by Nightstand Labs and its licensors and is protected by intellectual property laws. "ImmersivePage," the ImmersivePage logo, "MultiVoice Reader," and "Nightstand Labs" are trademarks of Nightstand Labs LLC. You may not use any of these marks without our prior written permission, except for nominative fair use (referring to the product by name).

If you provide suggestions or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use that feedback without obligation to you.

11. Open-source components

The Service includes open-source software. Each open-source component is licensed under its own terms and conditions, which take precedence over these Terms with respect to that component. See Open source licenses for notices and license texts.

12. DMCA / copyright complaints

We respect copyright. If you believe Your Content has been unlawfully used through the Service, send a DMCA-compliant notice to our designated agent at dmca@nightstandlabs.com including:

1. Identification of the copyrighted work claimed to be infringed.
2. Identification of the material claimed to be infringing and its location.
3. Your contact information.
4. A statement that you have a good-faith belief that the disputed use is not authorized.
5. A statement, made under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the copyright owner.
6. Your physical or electronic signature.

We may terminate the accounts of repeat infringers. Counter-notice procedures are available under the DMCA.

13. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR QUIET ENJOYMENT.

YOU USE THE SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SERVICE AND ANY CONTENT PROCESSED THROUGH IT, INCLUDING THE RISK THAT OUTPUT (SUCH AS CAST ATTRIBUTION, VOICE ASSIGNMENT, OR SYNTHESIZED AUDIO) MAY BE INACCURATE, INCOMPLETE, OR UNSUITABLE FOR YOUR PURPOSE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT AI-GENERATED CHARACTER ATTRIBUTION OR VOICE ASSIGNMENT WILL BE ACCURATE OR COMPLETE; THAT GENERATED AUDIO WILL MEET YOUR EXPECTATIONS; THAT HOSTED AZURE VOICE QUOTAS WILL SUFFICE FOR YOUR MANUSCRIPT LENGTH; OR THAT THIRD-PARTY PROVIDERS WILL REMAIN AVAILABLE.

Paid subscriptions do not convert this "as is" provision into a satisfaction guarantee. Refund rights, if any, are limited to those described in section 9 and our Refund Policy, or as required by mandatory consumer-protection law.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL STANDING NIGHTSTAND LABS, ITS AFFILIATES, OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) USD $100.

THESE LIMITATIONS APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so some of the above limitations may not apply to you. In such cases, our liability will be limited to the smallest extent permitted by law.

15. Indemnification

You agree to indemnify, defend, and hold harmless Nightstand Labs Studios, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service in violation of these Terms;
• Your Content, including any allegation that Your Content infringes the rights of any third party;
• Your use of voice cloning in violation of section 6;
• Your violation of any law or third-party right; or
• Your use of any third-party services authorized through the Service (including charges incurred under your own API keys).

16. Suspension and termination

We may suspend or terminate your access to the Service at any time, with or without cause and with or without notice, including if you violate these Terms. You may stop using the Service at any time.

On termination: (a) your license to use the Service ends, (b) we may delete Your Content after a reasonable grace period, and (c) sections that by their nature should survive (including sections on intellectual property, disclaimers, limitation of liability, indemnification, governing law, and general terms) will survive.

17. Governing law and dispute resolution

These Terms are governed by the laws of the State of Oregon, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to the informal-resolution and arbitration provisions below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Multnomah County, Oregon, USA, and you consent to the personal jurisdiction of those courts.

17.1 Informal resolution

Before filing any formal action, you agree to first contact us at legal@nightstandlabs.com and attempt in good faith to resolve the dispute informally for at least 30 days.

17.2 Arbitration (United States residents only — placeholder)

Note: An arbitration clause and class-action waiver are standard in US-facing software ToS. The specific wording — including the arbitration provider (e.g., AAA or JAMS), the rules, the opt-out mechanism, and the small-claims carve-out — should be drafted by counsel to comply with the Federal Arbitration Act, applicable state law, and the requirements of any payment platform or app store you distribute through. Until that wording is finalized, no arbitration clause is in effect, and disputes are subject to the courts identified above.

18. Export controls and sanctions

You may not use, export, re-export, or transfer the Service in violation of US export-control or sanctions laws, including the Export Administration Regulations and sanctions programs administered by the US Office of Foreign Assets Control (OFAC). You represent that you are not located in, under the control of, or a national or resident of any country subject to comprehensive US sanctions, and are not on any US government list of restricted parties.

19. Changes to these Terms

We may update these Terms from time to time. When we make material changes, we will update the "Last updated" date and notify you via the product, by email, or both. Material changes take effect 30 days after notice (or such shorter period as required by law). Your continued use of the Service after a change becomes effective constitutes acceptance of the revised Terms.

20. General terms

• Entire agreement. These Terms (together with the Privacy Policy and any order forms or supplemental terms you accept) constitute the entire agreement between you and us regarding the Service.
• Severability. If any provision is held unenforceable, the remaining provisions will remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• No waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.
• Assignment. You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of our assets.
• Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control (e.g., natural disasters, outages of upstream providers, war, labor disputes, governmental actions).
• Independent contractors. The parties are independent contractors; these Terms do not create any partnership, joint venture, employment, or agency relationship.
• Notices. We may send notices to the email address on your account. Notices to us should be sent to legal@nightstandlabs.com.
• Headings are for convenience only and do not affect interpretation.

21. Contact

• General: hello@nightstandlabs.com
• Legal: legal@nightstandlabs.com
• Privacy: privacy@nightstandlabs.com
• Security: security@nightstandlabs.com
• DMCA: dmca@nightstandlabs.com
• Mailing address: to be published once entity formation is complete