Nitecapp Supplier Terms and Conditions

1.1 Eligibility

By registering as a Supplier on Nitecapp, you confirm that you are at least 18 years of age (or the legal drinking age in your jurisdiction, if higher, if you are a beverage alcohol supplier) and that you are an authorized representative of the beverage or food brand or company you claim to represent.

You agree that the information you provide during signup—including company name, your name and title, and contact details—is truthful and accurate. Misrepresenting your identity or affiliation is a violation of these Terms. Nitecapp may require verification of your identity and role (for example, use of a company-domain email or official documentation) to ensure you are the rightful brand owner or authorized agent.

1.2 Acceptance of Terms

By creating an account, you enter into a binding agreement with Nitecapp and agree to comply with these Terms, as well as any related policies or guidelines we publish, including our Privacy Policy, content guidelines, and community standards.

These Terms apply to all activity under your supplier account, including actions taken by team members or sub-users you invite or assign roles to. You are responsible for ensuring that all such users comply with these Terms.

1.3 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. If you add sub-users (such as managers or other team roles), you are responsible for managing their access and ensuring the platform is used solely for your company's legitimate business purposes.

You must notify Nitecapp promptly if you suspect unauthorized access to or misuse of your account. We may request additional information to verify account ownership in such situations.

1.4 Compliance with Laws

You agree to use Nitecapp in compliance with all applicable laws and regulations. This includes, but is not limited to, laws governing intellectual property, data privacy, and industry-specific rules such as alcohol marketing, advertising, and training regulations.

If you operate in a regulated industry, you represent that all content you upload and all activities you conduct through Nitecapp comply with those regulations. Nitecapp may be used only for lawful purposes; any fraudulent, harmful, or illegal use of the platform is strictly prohibited.

2.1 Your Content and License to Nitecapp

As a Supplier, you will be uploading content to Nitecapp – including but not limited to text, images, videos, recipes, course materials, logos, and trademarks ("Supplier Content"). You retain ownership of all intellectual property rights in your Supplier Content. Nitecapp does not claim ownership of your brand's IP.

However, by uploading or creating content on the platform, you grant Nitecapp a non-exclusive, worldwide, royalty-free license to use, copy, display, perform, distribute, and adapt your content solely for the purpose of operating and providing the Nitecapp services. This means we can host your videos on our servers, show your brand profiles to hospitality users, format your courses for the app, etc. This license is necessary for us to deliver your content to the operators, frontline staff, and other intended users.

We will not sell your content or use it outside the context of the Nitecapp platform without your permission. The license lasts for as long as your content is on our platform. If you delete content or terminate your account, our license to that content ends after a reasonable takedown period. (However, see Section 7 on data retention for some caveats about backups and residual copies.)

2.2 What You Can Upload – Permitted Content

Nitecapp is a platform for industry education, training, and brand storytelling. You are permitted (and encouraged) to upload the kinds of content that serve those purposes. This includes product profiles, training courses, videos about your products, recipes, brand stories, and related educational or inspirational content about your brand or the beverage/food industry.

By uploading content, you affirm that you have all necessary rights to that content (for example, you took the photos or have permission, you produced the video or have rights to the music, etc.), and that uploading it to Nitecapp will not infringe or violate any third-party's rights (like copyrights, trademarks, or privacy rights). You also promise that your content is original or properly licensed. In short, don't upload anything you don't have the rights to use in this way.

2.3 Restrictions on Content

While we give you freedom to share your brand's story, there are some clear limits:

• No Inappropriate Content: Do not upload content that is pornographic, sexually explicit, violent, hateful, or discriminatory. Content must be appropriate for a professional hospitality training environment (think PG-13 at worst). Absolutely no harassment, hate speech, or content that demeans any group or individual.
• No Illegal or Harmful Content: You may not upload anything that promotes illegal activities or the irresponsible use of alcohol or other products. For example, content encouraging binge drinking or underage drinking is strictly prohibited. Also, no content that contains malware, spyware, or any malicious code.
• Accuracy and Quality: All factual claims in your content should be truthful to the best of your knowledge. Misrepresentation can lead to removal. Content must meet a reasonable quality threshold (clear audio, legible text, etc.).
• Competitive Conduct:It's fine to mention other products in context, but avoid slandering or maliciously targeting other brands. Healthy comparison is okay; false claims are not.
• One Brand, One Page:You cannot create multiple profiles for the same brand or create pages for brands you don't own. Each brand should have a single official presence.

2.4 Content Approval

You acknowledge that certain content you post (like courses and video clips) may be subject to review and approval by Nitecapp moderators before it is distributed broadly. We reserve the right to review, approve, or reject Supplier Content to ensure it complies with these Terms and our quality standards.

This means that when you upload a video or course, it might not appear to other users until we've reviewed it. If issues arise, we'll communicate them to you. We may also make minor formatting or typographical corrections, but we will not alter the substantive message of your content without permission.

3.1 Brand Verification

To protect brand integrity, Nitecapp may require you to verify that you are the legitimate owner or authorized agent of any brand you add to the platform. This process could include email domain verification, document uploads, or other proof as we see fit. Until verified, we may label the brand as “unverified” or limit its visibility. By completing verification, you help us ensure that each brand on Nitecapp is managed by its rightful stakeholders. We appreciate your cooperation in this process, as it maintains trust across the platform.

3.2 One-of-One Brand Policy

Nitecapp enforces a strict “one brand, one profile” policy. Each unique brand (product brand or company) should have only one presence on the platform. This avoids confusion and duplication. If an attempt is made to create a duplicate profile for a brand that already exists, Nitecapp will block or remove the duplicate.

If you believe a brand page exists that should belong to you, contact us to resolve the ownership (do not create another page). We may require verification from all parties to determine the correct owner. Our default is to favor the official brand owner. In cases of dispute, Nitecapp’s decision (based on evidence provided) will be final on who controls the brand page.

3.3 Misrepresentation and Right to Remove/Transfer

If we discover that a Supplier account is misrepresenting a brand (for instance, someone not affiliated with Brand X is uploading content under Brand X’s name), we reserve the right to take action. Actions include removal of the content or page, and possibly transferring control of that page to the rightful owner (if they come forward on Nitecapp).

For example, if you create a page for “Famous Brewery” and we find out you are not actually from Famous Brewery, we may take down that page and when the real Famous Brewery joins, allow them to create their official page. Similarly, if you have a falling out with your company and someone else is now the official rep, we can upon request transfer the brand account to the new rep (after verification).

Our primary interest is ensuring brands are represented by authorized persons. You agree not to challenge such decisions by Nitecapp made in good faith reliance on presented evidence. (Of course, if a mistake is made, we will work to correct it.)

3.4 Changes in Ownership

If your brand or company undergoes a change in ownership or management, it is your responsibility to notify Nitecapp or facilitate the transition of the Nitecapp account to the new owners. Nitecapp can work with you to transfer the account without losing content or data. However, we will require verification of the new ownership.

Do not simply give your login to someone outside your organization – involve Nitecapp support to officially transfer the account. This ensures continued compliance with these Terms and keeps records straight for liability and communication purposes. Until a transfer is confirmed by us, you (the original registrant) remain responsible for the account.

3.5 Brand Conflicts

In the rare event that two parties claim to represent the same brand, both will be asked to provide verification. Nitecapp may temporarily freeze that brand page (making it invisible or uneditable) until the conflict is resolved.

We aim to resolve conflicts swiftly, but the timing will depend on cooperation from those involved. If the conflict cannot be resolved amicably, we may remove the brand entirely until one party can conclusively demonstrate their rights (we truly hope to avoid this). These measures are in place to protect brand owners and maintain a clean platform for operators and users.

4.1 Intended Use – Training and Content Distribution

You understand that Nitecapp is a platform intended for professional hospitality training, product discovery, and content distribution. By using the platform, you agree to use it in a manner consistent with that purpose. For example, you will use the dashboard tools to upload content relevant to food and beverage operations, monitor engagement, etc., and not for unrelated purposes (this is not a general social media or file storage service).

You agree that all content you upload will be relevant to your brands or the industry and provide value to operators, frontline staff, or consumers in the context of hospitality.

4.2 No Commercial Sales or E-Commerce

As of the current date, Nitecapp is not an e-commerce or direct sales platform. That means you should not use it to directly sell products or collect payments (e.g., don’t try to set up a product ordering system through Nitecapp content). The platform is for education and promotion, not transactions.

If in the future Nitecapp introduces commerce features or marketplaces, those will be governed by additional terms. Until then, please keep direct commercial transactions off-platform. You can of course mention where products are available or suggest contacting your sales reps for orders, etc., but don’t attempt to circumvent this by, say, posting personal contact info to solicit orders in a course. Nitecapp might remove blatant sales solicitations to keep the content educational.

4.3 Platform Integrity – What You Must Not Do

You agree NOT to:

• Misuse Features: Do not spam operators or users with excessive content or repetitive messages. Use our distribution tools responsibly (e.g., if you can push notifications, don’t abuse that).
• Interfere with the System: No hacking, scanning, or testing the vulnerability of our systems. Do not attempt to inject unauthorized code, scrape data extensively, or reverse engineer our software. Any attempt to compromise the platform’s security or functionality is strictly forbidden and may result in immediate termination and legal action.
• Circumvent Access Controls: If certain content is marked private or certain operator data is restricted, do not attempt to access it through unauthorized means. Only access data that you are allowed to.
• Impersonation: Do not impersonate Nitecapp staff or other users, or claim to be an employee of Nitecapp if you are not.
• Data Harvesting: Use any data you access (such as engagement stats or venue information) only for internal analysis or improving your service. Do not harvest data to build competing databases or conduct unsolicited marketing. Respect user privacy as outlined in our Privacy Policy.

4.4 Operator and Staff Interaction

When interacting with hospitality operators or staff through Nitecapp (for example, messaging, comments, Q&A, or feedback), you agree to maintain professionalism. No harassment, high-pressure sales tactics, or disparagement.

If there is a ratings or feedback system, accept feedback gracefully. Do not attempt to manipulate such systems (e.g., creating fake operator accounts). Nitecapp may monitor interactions to maintain a positive community environment and intervene if necessary.

4.5 Platform Changes

Nitecapp is evolving. Features may be added, modified, or removed. We strive to notify you of major changes, but minor adjustments may be rolled out without notice. By continuing to use the platform, you accept such changes.

If a change requires updated Terms or new consent (such as introducing paid features), we will clearly notify you and handle that appropriately.

5.1 Nitecapp's IP

Nitecapp (the company) owns all rights to the platform itself – the software, design, logos, trademarks, and content we have created (excluding your content). You agree not to use the Nitecapp name, logo, or branding without our permission, except as needed for attribution or as allowed (for example, you can say "We are on Nitecapp!" in your marketing, as that's generally beneficial to both of us, but don't make a fake "Nitecapp Certified" logo or anything not provided by us).

If you wish to use our brand assets in some broader way, contact us for approval.

5.2 Your IP

As stated earlier, you retain ownership of your content and trademarks. Nothing in these Terms transfers ownership of your trademarks, logos, or copyrighted material to Nitecapp. You simply give us the license to use it for platform purposes.

You also authorize us to use your brand name and logo in a limited way to indicate that your brand is on Nitecapp (for example, listing your logo on our website among "Brands on Nitecapp" or using your brand as a case study or testimonial, provided we do so truthfully). If you prefer we not use your logo in marketing our platform, inform us in writing and we will respect that.

However, within the platform (accessible to users), we of course will display your brand assets as part of your content – that's the point of the service.

5.3 Feedback and Suggestions

If you provide Nitecapp with any feedback, suggestions, or ideas on improving the platform ("Feedback"), you acknowledge that such feedback is given voluntarily and without any obligation of confidentiality. We are free to use, implement, and share that feedback without any compensation or obligation to you.

(This is standard – it just means if you suggest a feature and we build it, we don't owe you royalties; we appreciate it though!) You of course can still use any idea you gave us in your own business outside Nitecapp if you want.

5.4 Third-Party IP in Your Content

You must ensure that any third-party intellectual property included in your content (e.g., a photo taken by someone else, or a quote from a book) is used with permission or under a valid exception (like fair use). If we receive a takedown notice or claim (DMCA or otherwise) that some of your content infringes someone's IP, we will notify you and may remove the content as required by law while the issue is resolved.

It's in both our interests to avoid such situations, so be proactive: only use assets you have rights to. If you want to incorporate something (say a famous cocktail recipe from another source), get explicit permission or reconsider including it. You agree to indemnify Nitecapp for any losses or legal fees arising from your IP infringement (see Indemnification in Section 9).

5.5 Nitecapp Generated Content

If Nitecapp's AI or tools help generate content for you (for example, an AI-generated image or script that you then use), we intend for you to have full rights to use that within Nitecapp and in your business. Nitecapp won't claim ownership of outputs it helped create for you. However, note that those outputs might be partly based on generic models and not entirely unique (though we strive for originality).

Treat AI outputs as you would any internally created content. Any IP concerns or checks (like trademark clearance for a slogan the AI suggests) remain your responsibility. We provide the tool "as-is" to assist, but the final content is under your control and must still follow these Terms.

6.1 Free vs Paid Features

Nitecapp's core supplier services are provided free of charge (aside from your own costs of creating content). However, Nitecapp reserves the right to introduce premium features or paid service tiers in the future. This could include advanced analytics, sponsored placements, additional content promotion, e-commerce integrations, or other value-added services.

We will inform you clearly of any features that require payment and will not automatically charge you for anything without your opt-in. Your existing use of free features will not be suddenly put behind a paywall without notice; if we change the free/paid mix, we will announce it and typically grandfather existing content or offer a choice.

6.2 Supplier Monetization Opportunities

In the future, Nitecapp might offer ways for you as a Supplier to monetize content or engage in revenue-generating activities via the platform. For example, maybe offering paid certification courses to operators, or co-op advertising programs, etc. Such programs will come with their own terms and likely a revenue share or fee arrangement.

These Terms don't cover those specifics yet; when introduced, you'll get the chance to review and accept additional terms if you choose to participate. Nothing in these Terms obligates you to use any future paid service – you can remain on free usage if that suits you.

6.3 Nitecapp's Right to Charge Fees

By agreeing to these Terms, you acknowledge that Nitecapp is a business and may charge for its services down the line. We may, for instance, introduce a subscription for suppliers for certain levels of usage or a la carte charges for certain actions (like generating an AI video beyond a monthly free quota).

If we do so, we will update these Terms or the pricing schedule accordingly, and you will have the opportunity to agree to those charges. If you do not agree, you can discontinue use before incurring any fees. We won't trap you with hidden fees. Any billing, if introduced, will be transparent – with information on pricing, billing cycles, cancellation policies, etc.

6.4 Trial and Promotions

We might offer promotional periods (e.g., "Try premium analytics free for 60 days"). Such trials are subject to these Terms and any additional promotional terms. If you participate, be mindful of the trial period and any action needed if you don't want to continue (like cancel before auto-billing starts, if applicable).

6.5 Taxes

If any payments are involved (either you paying us for a service or, potentially, Nitecapp collecting revenue on your behalf), each party is responsible for their own taxes. For example, if we ever collect money from operators to pass to you (hypothetically for a paid certification you created), we might be required to issue you a 1099 or other tax form – you'd be responsible for reporting that income.

Conversely, if we invoice you for a service, the fee might not include taxes; if required by law, you'd pay applicable taxes (sales tax, VAT, etc.) or provide exemption documentation. We'll follow standard practices on that.

7.1 Voluntary Termination by You

You have the right to terminate your Supplier account at any time. You can likely do this through an account settings page or by contacting Nitecapp support with a request to close your account. Termination means your profile and all content you have uploaded may be removed or archived by Nitecapp (at our discretion) and will no longer be accessible to you or other users (except perhaps content that had been distributed and cached by others, such as an operator who downloaded a report – we cannot erase memories or personal copies, but on our platform it will be gone).

Before terminating, you may want to download or back up any content or data you need for your records, as deleted data is not recoverable once the account is purged. Terminating your account will also end any licenses granted to Nitecapp for your content going forward (we won't use your content after termination except as required for legal compliance or internal record-keeping).

However, be aware that if operators completed certifications from your courses, those certifications might remain in their profiles as a historical record (e.g., "Jane Doe was certified in [YourBrand] on [date]") even after your account is gone, and your brand name could still appear in that context. We would remove the content itself, though (the course materials, videos, etc.).

7.2 Termination or Suspension by Nitecapp

Nitecapp may suspend or terminate your account if we reasonably believe: (a) you have violated these Terms or any applicable law; (b) you are using the platform in a manner that could cause harm (to other users, to the platform's security, etc.); or (c) you haven't logged in or used the account for an extended period (for example, if an account is completely inactive for say 2 years, we might deem it abandoned – we would try to reach out before deletion in such cases).

We will attempt to provide notice and an opportunity to remedy any issue if feasible (except in egregious or urgent cases). For instance, if you uploaded infringing content, we might suspend that content and ask for an explanation rather than terminating the whole account immediately. However, we reserve the right to act swiftly in our discretion, especially for severe violations (like posting hate speech or hacking attempts – that could result in immediate termination without notice).

7.3 Effect of Termination

Upon termination (by either party), the following will occur:

• Your access to the supplier dashboard and all tools will cease.
• All licenses you granted to Nitecapp for your content end (aside from any surviving rights noted).
• We will cease distribution of your content to operators and users. Content may be deleted or, if needed for audit/legal reasons, retained internally but not displayed.
• Any pending approvals or scheduled content releases will be cancelled.
• If there were any financial arrangements (like you owed fees or we owed you payouts), those will be settled as per any separate agreements or the relevant sections of these Terms. For example, if you terminate but had a paid subscription that was pre-paid, we'd handle any refund per our policy, or if you earned some revenue share that's due to be paid, we'd still pay it out.
• Sections of these Terms that by their nature should survive termination (such as indemnification, limitation of liability, governing law, etc.) will survive. Also, any perpetual or time-limited rights granted to users (like a certification they earned) are not clawed back.
• If you ever wish to rejoin after termination, you'll likely have to start fresh unless we have an agreed plan to restore your account (which we generally don't do except perhaps in error cases).

7.4 Brand Continuity

If your account is terminated (especially by us for cause), Nitecapp reserves the right to allow the brand page to be reclaimed by someone else in your organization. For example, if you were an agency managing the brand and we terminated you for misuse, we might let the actual brand owner create a new account and re-establish the brand presence.

We will not do this lightly – only in clear cases where it serves the brand and community's interest and not rewarding the offending party. If you voluntarily terminate and later someone else tries to create the same brand page, we will treat it as a new unverified page and likely verify with the brand company. Essentially, brand continuity post-termination will be handled case-by-case, always prioritizing the rightful brand owner's interest.

8.1 No Warranty (Platform "As Is")

Nitecapp is provided on an "as is" and "as available" basis. While we strive for excellence and uptime, we cannot guarantee the platform will be 100% error-free or available at all times. We make no warranties or representations that Nitecapp will meet all your requirements, or that it will achieve any particular results (like increased sales, etc.), or that the content distribution will be flawless and without delay.

Specifically, we do not guarantee that using Nitecapp will increase your sales or that any particular number of users will view your content. All implied warranties (merchantability, fitness for a particular purpose, non-infringement) are expressly disclaimed to the fullest extent permitted by law. For example, we don't warrant that the AI-generated content will be perfect or that the operators will implement your training in their business. Use your own business judgment in addition to relying on the platform.

8.2 Operational Disruptions

Nitecapp will do its best to maintain continuous service, but things like maintenance, updates, or technical issues may occur. We are not liable for any losses due to downtime or inability to access the platform, though we will certainly work to fix issues promptly. We also do not guarantee that any data or content you store on Nitecapp will never be lost or corrupted, though we take backups and precautions. It's good practice for you to keep copies of important content.

8.3 Third-Party Services

If Nitecapp integrates or links with any third-party services (for example, a link to a social media share, or embedding a YouTube video, or using a third-party analytics or AI service), we are not responsible for those third parties. Your use of any third-party service via Nitecapp is subject to their terms and we make no warranty on their behalf.

For instance, if a YouTube video link breaks or an AWS outage affects our service, those are outside our control. We will, however, manage our vendors and integrations diligently.

8.4 Limitations of Liability

In no event will Nitecapp or its affiliates be liable for any indirect, consequential, special, incidental, or punitive damages, or any loss of profits, revenues, goodwill, or data. This holds true whether the claim is based in contract, tort, equity, or otherwise, even if we have been advised of the possibility of such damages.

For example, if a bug in Nitecapp causes your video to not display during a critical time, and you claim you lost a $10,000 promotion opportunity because of that, our liability would still be limited as above – we don't cover that indirect loss. Or if the platform is down for a day and you miss out on some sales, we're not liable for those damages. We understand this sounds tough, but it's standard for software platforms; we provide the tool but can't underwrite the entire risk of your business outcomes.

8.5 Exceptions

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for certain types of damages. If you are in such a jurisdiction, some of the above disclaimers or limitations might not fully apply to you – in that case, they are interpreted to apply to the maximum extent allowed by law.

Nothing in these Terms excludes liability that cannot be excluded by law, such as liability for death or personal injury caused by negligence, or fraud/fraudulent misrepresentation.

10.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws principles. We choose Delaware law because Nitecapp (or its parent/affiliates) has operations in Delaware, and we seek consistency. However, we acknowledge you might be based elsewhere – we do not intend to deprive you of any consumer protections or mandatory provisions of your local law if those apply. But since you are a business user in this context, typically the chosen law will apply fully.

10.2 Good Faith Negotiation

If any dispute or disagreement arises between you and Nitecapp, we both agree to first try to resolve it informally and amicably. Please contact us at the provided support contact to discuss the issue. We find that most issues can be resolved through a phone call or email exchange. Let's involve the right people and attempt a solution in good faith.

10.3 Arbitration Agreement

If we cannot resolve a dispute informally within 30 days of notice of the dispute, then for both our benefits we agree that any dispute, claim, or controversy arising out of or relating to these Terms or the use of Nitecapp shall be settled by binding arbitration. This includes any claims about the platform's performance, your content, payments, etc., and applies to claims against our employees or agents as well.

The only exceptions are: (a) either of us may take claims of intellectual property infringement or misuse of the platform to court (injunctive or equitable relief) without going to arbitration first; and (b) claims that qualify for small claims court can be pursued there instead of arbitration.

10.4 Arbitration Procedures

The arbitration will be administered by a reputable arbitration organization (such as the American Arbitration Association, AAA) under its rules for commercial arbitration. The arbitration will take place in a mutually agreed location; if we cannot agree, then in Orlando, Florida (as the company's base of operations, per above law selection). The arbitration will be conducted in English by a single arbitrator.

Each party will bear its own costs, but the arbitrator can award fees and costs to the prevailing party if they find the other's claims frivolous or in bad faith. The arbitrator's decision will be final and may be entered as a judgment in any competent court. Importantly, we each waive the right to a trial by jury and the right to participate in a class action, as detailed below.

10.5 No Class Actions

We agree that any disputes will be resolved on an individual basis, not as part of any class or representative action. You and Nitecapp expressly waive the right to file a class action or seek relief on a class basis. The arbitrator shall not consolidate or join the claims of other parties or users in similar situations.

If this class action waiver is found unenforceable in a particular case, then the entirety of the arbitration agreement in this Section 10 may be deemed void for that case, and the dispute would then proceed in court (with the class waiver still applying to the greatest extent permitted).

10.6 Jurisdiction

In the event that a particular dispute is found not subject to arbitration (either due to an exception or a ruling invalidating the arbitration clause for that case), then you and Nitecapp agree to the exclusive jurisdiction of the state and federal courts located in Orlando, Florida for the resolution of that dispute. You consent to personal jurisdiction in those courts and waive any objections based on inconvenient forum or such.

10.7 Time Limit to Bring Claims

To promote timely resolution, you agree that any claim you might have against Nitecapp must be filed within one (1) year after the claim arose. Otherwise, it's permanently barred. This doesn't apply to IP infringement claims or indemnification obligations, but for general contract or tort claims between us, one year is the limit.

11.1 Changes to Terms

Nitecapp may update or modify these Terms from time to time. If we make material changes (ones that significantly affect your rights or obligations), we will notify you via email or a prominent platform notice. It's likely we'll ask you to agree to the new terms on your next login. If you don't agree, you may discontinue using Nitecapp (and possibly terminate your account as per Section 7).

Non-material changes (clarifications, minor tweaks) may be posted without specific notice, so we encourage you to review the Terms periodically. The "Effective Date" at the top indicates when the latest modifications were made. Your continued use of the platform after any changes indicates your acceptance of the new Terms.

11.2 Entire Agreement

These Terms, along with the Privacy Policy and any other guidelines or additional terms incorporated by reference, constitute the entire agreement between you and Nitecapp regarding your supplier use of the platform. They supersede any prior agreements or understandings (written or oral) about the subject matter.

Any additional or different terms you seek to impose (for example, something written in an email or purchase order) have no effect unless we specifically agree in a written amendment signed by an authorized Nitecapp representative.

11.3 No Waiver

If we fail to enforce any part of these Terms, it does not mean we waive our right to enforce it later. For instance, if you violate a provision and we don't immediately act, we still have the right to act on that or a subsequent violation. Any waiver of rights by us must be explicit and in writing to be effective.

11.4 Severability

If any provision of these Terms is found to be invalid or unenforceable by an arbitrator or court of competent jurisdiction, that provision will be severed and the remainder of the Terms will remain in full effect. The invalid provision will be modified or interpreted to best accomplish its intent within the bounds of law, or, if that's not possible, disregarded.

For example, if the class action waiver is invalidated for a certain type of claim, it doesn't nullify the rest of the agreement for other claims.

11.5 Assignment

You may not assign or transfer these Terms or your account to anyone else without our prior written consent. Nitecapp may assign these Terms or delegate any obligations hereunder in its discretion. For instance, if Nitecapp is acquired or merges with another company, our rights and obligations may transfer to that new entity automatically. These Terms will bind and benefit any permitted successors or assigns.

11.6 Relationship of Parties

Nothing in these Terms shall be construed as creating a partnership, joint venture, franchise, agency, or employment relationship between you and Nitecapp. We are independent contractors to each other. You do not have authority to make or accept any offers or representations on behalf of Nitecapp, and vice versa. You are solely responsible for your employees and agents (if any) and their compliance with these Terms.

11.7 Notices

Nitecapp may send you notices by email to the address associated with your account, or by mail or courier to any address you provide, or through in-platform notifications. You are responsible for keeping your contact information up to date.

Official legal notices to Nitecapp should be sent in writing to our registered business address (for example, to our office in Orlando, FL) with a copy to our email if provided. Notices will be deemed given (a) in the case of email, when the email is sent (provided no bounce or failure message is received); (b) in the case of in-app notice, when you next log in and view it (or 24 hours after posting, whichever comes first); (c) in case of physical mail, when delivered or attempted delivery.

11.8 Privacy Policy

Please review our Privacy Policy (available separately) which governs how we collect, use, and protect your data. By agreeing to these Terms, you also consent to the data practices described in the Privacy Policy. It's important reading to understand what personal information and brand data we collect and how we handle it, including for analytics and AI training purposes. If you have any questions or concerns about it, let us know.

11.9 Contact Information

If you have any questions about these Terms or need to contact us for any reason, please reach out to teams@nitecapp.com or your designated Nitecapp account representative. We're here to help clarify and support a smooth experience.