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Midnight Evergreen Inc. (“Midnight Evergreen” or “we”, “our” or “us”) operates the Midnight platform, including our company and product websites, social media pages and apps (the foregoing, and all content, features, and materials thereon, shall hereinafter be collectively referred to as the “Platform”).
T hese Terms of Use include our policy for acceptable use of the Platform. These Terms of Use also incorporate, by this reference, our Privacy Policy which explains how we collect and use your information and data. The Terms of Use, Privacy Policy and any other terms that you may be alerted to as you use our Platform will collectively be referred to as the “Agreement” and govern your rights, obligations and restrictions regarding your use of the Platform.
By using the Platform, you agree to be bound by this Agreement.
In order to participate in certain services on the Platform (e.g., if you enter a promotion), you may be notified that you are required to agree to additional terms and conditions. Such additional terms are hereby incorporated into this Agreement by this reference but such additional terms shall control solely for the applicable service.
We may modify this Agreement from time to time and such modification shall be effective upon posting on the Platform. You will be deemed to have agreed to any such modifications by your further use of the Platform after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. If you do not agree with the modifications, please discontinue use of the Platform immediately.
Content. All materials contained on the Platform, including all stories, artwork, videos and other content, and the software, graphics, text and look and feel of the Platform, and all trademarks (including "Midnight" and "Midnight Evergreen™), copyrights, patents and other intellectual property rights related thereto (“Proprietary Materials”), are owned or controlled by us, our subsidiaries or affiliated companies, our partners and/or our third party licensors. You may view and interact with the Proprietary Materials for your personal, non-commercial entertainment purposes but must not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any other way exploit any Proprietary Materials.
Submissions. We are pleased to hear from our fans and welcome their comments regarding our content and Platform. Unfortunately, however, our company policy does not allow us to accept or consider creative ideas, suggestions or materials other than those it has specifically requested. We hope you will understand that it is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by us seem to others to be similar to their own creative work. Accordingly, we must, regretfully, ask that you do not send us any original creative materials such as scripts or artwork. If, despite our request that you not send us any creative materials, you send creative suggestions, ideas, notes, drawings, concepts or other information (collectively, the "Unsolicited Submissions"), you give us a perpetual, irrevocable, royalty free license to utilize and make derivative works based on the Unsolicited Submissions in any manner and media. None of the Unsolicited Submissions shall be subject to any obligation of confidence on the part of us, and we will not be liable for any use or disclosure of any Unsolicited Submissions. You waive any and all moral rights in any such Unsolicited Submissions as well as any claim to a right of credit or approval.
Online Conduct. You, as a user, agree to use the Platform only for proper and lawful purposes. Specific prohibited activities include, but are not limited to: criminal or tortious activity, copyright infringement, attempting to circumvent, disable or otherwise interfere with security-related features of the Platform, using any software that intercepts, mines, or otherwise collects information about other users or copies and stores any Proprietary Materials (as defined above), using the Platform for your own commercial purposes, and collecting, harvesting, soliciting or posting personally identifiable information from other users.
Any conduct by you in violation of the foregoing prohibitions may result in the suspension or termination of your access to the Platform.
Links/External Sites. The Platform may contain links or embed access to websites or apps operated by third parties, including those through which you may make purchases. We do not monitor or control the external sites and make no representations regarding, and are not liable or responsible for the accuracy, completeness, timeliness, reliability or availability of, any of the content uploaded, displayed, or distributed, or products, or services available at these sites. If you choose to access any third party site, you do so at your own risk. The presence of a link to a third party site does not constitute or imply our endorsement, sponsorship, or recommendation of the third party or of the content, products, or services contained on, or available through, the third party site and we will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of such products, services, or information, or for ensuring the confidentiality of your credit card information. Any disputes you may encounter with a third party service provider shall be settled solely between you and the service provider.
Disclaimers and Limitation of Liability. YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM IS AT YOUR SOLE RISK. ALL CONTENT APPEARING ON THE PLATFORM IS PROVIDED "AS IS, AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND WITH RESPECT TO ITS CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. THE COMPANY DOES NOT WARRANT THAT OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR FREE FROM ERRORS, THAT DEFECTS WILL BE CORRECTED OR THAT THE PLATFORM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
IN NO EVENT SHALL WE, OUR PARTNERS OR LICENSORS, OR ANY OTHER PARTY INVOLVED IN CREATING OR MAINTAINING THE PLATFORM OR ANY OF ITS CONTENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, OR DAMAGES RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE PLATFORM. YOU ACKNOWLEDGE THAT YOUR SOLE REMEDY FOR ANY BREACH OF THESE TERMS SHALL BE TO CEASE USING THE PLATFORM.
Some jurisdictions do not allow the limitation or exclusion of certain warranties or conditions, so some of the above exclusions may not apply to you.
Legality. You are subject to all laws of the state(s) and countries in which you reside and from which you access the Platform and are solely responsible for obeying those laws. You agree we cannot be held liable if laws applicable to you restrict or prohibit your participation. We make no representations or warranties, implicit or explicit, as to your legal right to participate in any Platform nor shall any person affiliated, or claiming affiliation with the Platform have authority to make any such representations or warranties.Applicable law/binding arbitration.The Platform is created and controlled by us in the State of California. As such, the laws of the State of California will govern these Terms of Use, without giving effect to any provisions of California law that direct the choice of another state’s laws.Indemnity. You agree to indemnify and hold Midnight Evergreen Inc., our subsidiaries, partners and affiliates, and our respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, due to or arising out of (i) your use of the Platform in violation of this Agreement, (ii) a breach of this Agreement including your representations and warranties set forth above and/or (iii) if your acts or omissions causes us to be liable to another.Age of Users. We do not intend the Platform to be used by minors under the age of 13. Furthermore, we do not market the Platform for use by minors under the age of 13. If you are between the ages of 13 and 17, you represent that your parent or legal guardian has reviewed and agreed to these Terms of Use, before making use of the Platform.
Miscellaneous. The provisions of this Agreement are intended to be severable. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
Modification. We reserve the right to make changes to the Platform, posted policies and these Terms of Use at any time without notice other than the reposting of the modified Terms of Use so check back frequently.Please contact us at support@midnight.io with any questions regarding this Agreement, including if you have any questions about material changes that may have been made to the terms of this Agreement.
