Last updated: May 2023

By accessing and using the NiteOwl Mobile Application (the “App”), any affiliated page or website (any “Site(s)”) or any pages, content or services provided in connection with the App or a Site (collectively with the App and the Site(s), the “Services”), you acknowledge that you have read, understood and agree to be bound by these “Terms of Use,” as they may be amended by NiteOwl LLC, an Illinois limited liability Company (“NiteOwl”) from time to time in its sole discretion.

USE

The Services are for the user’s personal, noncommercial use, and the user may not modify, copy, sell, distribute, transmit, display, perform, reproduce, publish or license any material from any of the Services, including code or software.

PROHIBITED ACTIVITIES

While using the Services you agree not to: (a) restrict or inhibit any other visitor or member from using the Services; (b) use the Services for any unlawful purpose; (c) express or imply that any statements you make are endorsed by NiteOwl; (d) transmit (i) any content or information that is unlawful, fraudulent, threatening, harassing, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party’s intellectual property or other rights; or (ii) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us); (e) engage in spamming or flooding; (f) transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component; (g) modify, adopt sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of any of the Services; (h) remove any copyright, trademark, or other proprietary rights notices contained in any of the Services; (i) “Frame” or “mirror” any part of the Services without the prior written authorization of NiteOwl; (j) use any robot, spider, site search/retrieval application, or other manual or automatic device or process or retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Services or their contents; or (k) harvest or collect information about other users of the Services without their express consent. The account of any user in violation of these Terms of Use may be terminated immediately and without notice.

Furthermore, NiteOwl may include within the Services certain features that allow you directly interface with other users of the Services. NiteOwl endeavors to ensure that these inter-user Services are a safe and accommodating feature. However, NiteOwl does not guarantee the nature of any user-to-user interactions. Therefore, by using any user-interactive feature, you agree to strictly abide by any safety requirements and community guidelines that NiteOwl may publish from time to time, including, but not limited to: not using the services to (i) bully or harass, or share any bullying or harassing material with, any other user (including utilizing the services for sharing any sexual, obscene, pornographic, or otherwise inappropriate content unsuited for the purposes of the Services; doxing or otherwise sharing a user’s personal information without their consent; or sharing an image of another user without their consent); (ii) threaten or otherwise imply violence or harm to another user; (iii) share or disseminate harmful or deceptive information, in NiteOwl’s sole and absolute determination, but including, and not limited to, falsifying your identity or the identity of another; (iv) promote any products, solicit sales or services, or otherwise use the Services for any personal or third-party commercial purpose not contemplated herein; or (v) disseminate or promote any illegal activities, hateful content (including hate speech and discriminatory content), or any terroristic or violently extremist content.

INTELLECTUAL PROPERTY RIGHTS

The Services and their entire contents, features and functionality (including but not limited to all information, text, displays, images, video and audio, and the design, selection and arrangement thereof) are owned by NiteOwl, its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary laws. No right, title or interest in or to the Services or any content contained in the Services is transferred to you, and all rights not expressly granted, are reserved by NiteOwl.

Certain articles or materials contained in the Services may also be separately copyrighted. Violation of applicable intellectual property laws may give rise to civil and/or criminal penalties. All rights in photographs, illustrations, artworks and other graphic materials are reserved to NiteOwl and/or the copyright owners (licensors). Prior permission to use, download, reproduce or reprint any photograph, illustration, artwork or other graphic material must be obtained from the copyright owner, regardless of the intended use.

NiteOwl’s name, logo, and all related names, logos, product and service names, designs and slogans, are trademarks of NiteOwl or its licensors. You may not use such marks without the prior written permission of NiteOwl. All other names, logos, product and service names, designs and slogans contained in the Services are the trademarks of their respective owners. Nothing contained in the Services should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by NiteOwl or by any third party. Any use of the trademarks or service marks of NiteOwl, its logo or the text or graphic materials contained in the Services in any manner to express or imply endorsement, sponsorship, affiliation or association of the user with or by NiteOwl, is strictly prohibited.

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material contained in the Services. You may not: (a) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; or (b) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Services.

If you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Services or otherwise, you acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place NiteOwl under any fiduciary or other obligation.

CONTRIBUTIONS

In submitting information, images, videos, audio, testimonial, or other media to the Services regarding your account, any participating venue, or any other user of the Services (each a “Contribution”), you grant, and warrant and represent that you have all necessary rights to grant, NiteOwl a perpetual, irrevocable, royalty-free, worldwide, non-exclusive, assignable, sublicensable, transferable license to use, copy, perform, display, distribute, and create derivative works from the Contribution for any Service, including for use in connection with or display via the Services or for use in any NiteOwl marketing materials. By posting or uploading any Contributions, you represent and warrant that said Contribution is true and accurate, and you agree not to post or upload any Contributions that are false, defamatory, infringing upon another party’s intellectual property, misleading, obscene, explicit, malicious, predatory, discriminatory or is otherwise illegal or damaging to NiteOwl and the Services. NiteOwl reserves the right (but not the obligation) to remove any and all Contributions at any time for any reason or for no reason at all, and to immediately suspend or terminate any contributing user’s account with or without notice.

COMPLIANCE WITH LAWS

You agree to abide by all applicable federal, state or local laws in your access and use of the Services, including, but not limited to, areas such as libel, slander, indecency, trade libel, product disparagement, harassment, invasion of privacy, obscenity, indecency, and copyright and trademark infringement.

INDEMNIFICATION

You agree to indemnify, defend and hold NiteOwl and its members, officers, directors, employees, affiliates and agents, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with your or your (1) breach of these Terms of Use, or (2) infringement of third party intellectual property rights.

DISCLAIMER

THE SERVICES AND THE CONTENTS THEREOF ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NITEOWL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR FREEDOM FROM MALICIOUS PROGRAMS (SUCH AS VIRUSES, WORMS OR TROJAN HORSES) OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS SERVICES OR THEIR CONTENTS AND EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES. NITEOWL DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION CONTAINED IN THE SERVICES IS ACCURATE, COMPLETE OR UP-TO-DATE, THAT THE SERVICES ARE FREE OF DEFECTS OR THAT ANY DEFECTS WILL BE REMEDIED. YOU AGREE, BY USING THE SERVICES, THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, THAT YOU WAIVE ALL CLAIMS OF RELIANCE ON THE SERVICES OR ON ANY MATERIALS OR INFORMATION PROVIDED THROUGH THE SERVICES, WHETHER OR NOT BY NITEOWL, PARTICIPATING VENUES, OR OTHER USERS, THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL LOSS OF USE, LOSS OF DATA AND COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT AND/OR SOFTWARE THAT YOU USE IN CONNECTION WITH THE SERVICES, AND THAT NITEOWL SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF, CAUSED BY OR RELATED TO YOUR USE OF THE SERVICES. WHERE APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SOME OR ALL OF THE FOREGOING DISCLAIMERS OF WARRANTY MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL NITEOWL, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS AND CONTRACTORS BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NITEOWL BE LIABLE FOR ANY INFORMATION POSTED OR UPLOADED BY ANY PARTICIPATING VENUE OR USER OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, RELIABILITY, OR NON-INFRINGEMENT OF ANY CONTRIBUTIONS. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO CEASE ALL OF YOUR USE OF THE SERVICES.

PRIVACY POLICY

These Terms of Use include the terms and conditions set forth in the Privacy Policy, which is incorporated herein by this reference.NiteOwl reserves the right, and you authorize us, to use and assign all information regarding your use of the Services and all information provided by you in accordance with our Privacy Policy.

LINKS TO THIRD PARTY WEBSITES

We may provide links to third party websites through the Services. These links are provided for your convenience only, and if you use the links, you will be redirected to an unaffiliated website. NiteOwl makes no representation about the accuracy of any information or data appearing on any third party website. NiteOwl’s placement of a link to a third party website in the Services should not be construed as an endorsement of such website or its contents.

GOVERNING LAW

These Terms of Use shall be governed and construed in accordance with the laws of the State of Illinois and you hereby consent to the exclusive jurisdiction of the state and federal courts located in the State of Illinois for any dispute arising out of these Terms of Use and your use of the Services.

WAIVER OF JURY TRIAL

You agree to waive the right to trial by jury with respect to any proceeding arising out of these Terms of Use.

SEVERABILITY

If any provision of these Terms of Use is determined to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions of these Terms of Use will nevertheless be given full force and effect.

NO WAIVER

The failure by NiteOwl to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision.

ENTIRE AGREEMENT

These Terms of Use constitute the entire understanding between you and NiteOwl with respect to the subject matter hereof, and supersedes all prior or contemporaneous representations, understandings, proposals, and agreements.