Terms of Use

Solutions ECMA Inc. (doing business under the trade name “Nightspree”) maintains this site (the “Application” or “App”) for information and communication purposes. The Terms of Use govern your direct or indirect access or use of this Site or any of Nightspree’s offerings, services or programs.

 

1. Application

These Terms of Use apply to Nightspree’s subsidiaries, merchants, suppliers, service providers, affiliates, partners, employees, consultants and registered as well as non-registered users.

YOUR USE OF THIS MOBILE APPLICATION AND/OR ANY BUSINESS ARRANGEMENT WITH NIGHTSPREE IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTING AND AGREEING TO THESE TERMS OF USE. ALTHOUGH NIGHTSPREE ENCOURAGES ITS USERS, MERCHANTS, AFFILIATES AND OTHERS TO USE THIS APPLICATION, IF THESE TERMS OF USE ARE NOT COMPLETELY ACCEPTABLE TO YOU, YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THIS MOBILE APPLICATION.

 

2. Changes to Terms

Nightspree may, at any time, for any reason and without notice, make changes to (i) this mobile Application, including its look, feel, format and content, as well as (ii) the products and/or services as described in this Application. Any modifications will take effect when posted to the Application. Therefore, each time you access the Application, you need to review the Terms of Use upon which access and use of this Application is conditioned. By your continuing use of the Application after changes are posted, you will be deemed to have accepted such changes.

 

3. Scope of Use

Although Nightspree encourages you and your referrals to visit this Site as often as you please, you are only authorised to view, use, copy for your records and download small portions of the content, layout and design of this Application, or individual sections of it, for your informational, non-commercial use, provided that you leave all the copyright, trademark or other proprietary notices intact and that it not be done on a systematic basis so as to indirectly breach the terms of this section.

In other words, you may not do any of the above in relation to a significant portion of the Application or its individual sections or for commercial purposes. You shall also not publish, licence, reverse engineer, create derivative works from, link to another application or website, use on other website or mobile application, transfer, sell any information obtained from this Site without the prior written permission of Nightspree. Any breach of this section shall cause Nightspree irreparable harm.

 

4. User Submissions and Communications; Public Areas

E-mail submissions over the Internet may not be secure and are subject to the risk of interception by third parties. Please consider this fact before e-mailing any information. Also, please consult our Privacy Policy posted on our Application, to which you are also bound, and which is incorporated herein by reference. You acknowledge that you own, are solely responsible or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate these Terms of Use and will not cause injury to any person or entity; and that you will indemnify Nightspree or its affiliates for all claims resulting from content you supply. More specifically, you agree not to submit or transmit any e-mails or materials through the Application that: (i) are defamatory, threatening, obscene or harassing, (ii) contain a virus or any other harmful component, (iii) incorporate copyrighted or other proprietary material of any third party without that party's prior written permission or (iv) otherwise violate any applicable laws. Nightspree shall not be subject to any obligations of confidentiality regarding any information or materials that you submit online except as specified in these Terms of Use, as set forth in any additional terms and conditions relating to specific products or services or as required by applicable law.

If you make any submission to an area of the Application accessed or accessible by the public or to any social media platform or third party link relating to the Nightspree Application, services or programs (“Public Area”), including but not limited to question and answer forums, bulletin boards, chat rooms, social media or if you submit any business information, idea, concept or invention to Nightspree by email, you automatically represent and warrant that the owner of such content or intellectual property has expressly granted Nightspree a royalty-free, perpetual, irrevocable, world-wide non-exclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed. Nightspree may sublicense its rights through multiple tiers of sublicenses.  If you wish to keep any business information, ideas, concepts or inventions private or proprietary, you must not submit them to the Public Areas or to Nightspree by email. This section can be derogated from by the express written consent of Nightspree, including but not limited to certain affiliate agreements or other specific business relationships.

Users will be held directly and solely responsible for the content of messages that are posted in Public Areas.  Users are encouraged to read the specific forum rules displayed in each discussion forum, if any, before participating in that forum. Some of the Public Area forums on the Application may not be moderated or reviewed. While not moderating the forums, the Site reviewer will periodically perform an administrative review for the purpose of deleting messages that are old, have received few responses, are off topic or irrelevant, serve as advertisements or otherwise seem inappropriate.

Nightspree has full discretion to delete messages. Nightspree reserves the right (but is not obligated) to do any or all of the following:

  1. Record the dialogue in public chat rooms.
  2. Examine an allegation that a communication(s) do(es) not conform to the terms of this section and determine in its sole discretion to remove or request the removal of the communication(s).
  3. Remove communications that are abusive, illegal, or disruptive, or that otherwise fail to conform with these Terms of Use or the Privacy Policy.
  4. Terminate a person’s or entity’s access to any or all Public Areas and/or the Nightspree Site upon any breach of these Terms of Use.
  5. Monitor, edit, or disclose any communication in the Public Areas.
  6. Edit or delete any communication(s) posted on the Nightspree Site, regardless of whether such communication(s) violate these standards.

Nightspree reserves the right to take any action it deems necessary to protect the personal safety and privacy of its subsidiaries, merchants, suppliers, affiliates, partners, employees, consultants, customers, users or the public.

Nightspree has no liability or responsibility to users of the Nightspree Application or any other person or entity for performance or non-performance of the aforementioned activities or rights.

5. Copyrights and Trademarks

In addition to the “Scope of Use” set out above, the materials on this Site, as well as its organisation and layout, are copyrighted and are protected by Canadian and international copyright laws, trademark laws and other intellectual property protections. Such materials are owned and controlled by Nightspree or by other parties that have licensed their material to Nightspree or otherwise provided their consent to Nightspree to display, advertise, promote or otherwise make use of such material on the Site. No right, title or interest in any of the materials contained on this Site is transferred to you as a result of accessing, downloading or printing such materials.

Nightspree respects the intellectual property rights of others and expects all those to whom these Terms of Use apply (see section 1 above) to do the same. The policy of Nightspree is to terminate the accounts of copyright or trademark offenders and other users who infringe upon the intellectual property rights of others. This is done as much for our protection as for that of our business partners, merchants, advertisers, etc.  If you believe that you have been the victim of such an offence related in any way to this Site, please see contact section below.

 

6.  Links and Third Party Content

In light of its business, Nightspree may provide links to various other websites and applications that may be of interest to you or that better describe its merchants’, affiliates’ or advertiser’s products and services. They are for your convenience only. Nightspree does not control or endorse such websites and applications and is not responsible for their content or for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites. Nightspree disclaims all warranties, express and implied, as to the accuracy, validity, and legality or otherwise of any materials or information contained on such sites. Please read the terms and conditions or terms of use of any other company or website you may link to from our Application. These Terms of Use apply only to Nightspree’s mobile application and the products and services Nightspree offers and/or promotes, directly or indirectly through its affiliate or other programs.  If you decide to access any of the third party sites linked to this Site, you do so at your own risk. Nightspree reserves the right to terminate any link or linking program at any time in case of violation of these Terms of Use or its Privacy Policy.

You may not link to this Application without Nightspree’s written permission. If you are interested in linking to this Application, please use the “Contact Us” section below to inquire about Nightspree affiliate or other available programs.

 

7.  No Unlawful or Prohibited Use

As a condition of your use of the Application, you warrant to Nightspree that you will not use the Application for any purpose that is unlawful or prohibited by these Terms and Conditions and by our Privacy Policy. You may not use the Application in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Application. You may not obtain or attempt to obtain any materials or

information through any means not intentionally made available or provided for through the Site. You may not use this Site if you are under 18 years of age.

 

8.  Spamming

Nightspree respects all anti-spam laws and regulations. If you receive any email or other electronic communication from Nightspree, the name Nightspree will always be clearly indicated. As a user, Nightspree reminds you that you have expressly accepted that emails or other commercial electronic messages be sent to you by Nightspree. You have the right to unsubscribe from our service at any time and free of charge, either by clicking on the unsubscribe option on the emails Nightspree sends you or by sending Nightspree an email requesting to be unsubscribed (see “Contact Us” section below).

Gathering email addresses from Nightspree through harvesting or automated means is prohibited.  Posting or transmitting unauthorised or unsolicited advertising, promotional materials, or any other forms of solicitation to other users is prohibited. 

Inquiries regarding a commercial relationship with Nightspree or if you have any concerns relating to this section, please see the “Contact Us” section below.

 

9.  No Warranties

THE APPLICATION, AND ANY CONTENT, ARE PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, SYSTEMS INTEGRATION, ACCURACY, COMPLETENESS AND RELIABILITY OF ITS CONTENTS AND NON-INFRINGEMENT, ALL OF WHICH NIGHTSPREE EXPRESSLY DISCLAIMS. NIGHTSPREE WILL ALSO NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE APPLICATION OR ANY OF ITS CONTENTS. NIGHTSPREE MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF SUCH CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR ANY RESULTS OR OTHER CONSEQUENCES OF ACCESSING THE APPLICATION AND USING THE CONTENT, AND FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY ACCESS, DOWNLOAD OR OTHERWISE OBTAIN IS FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS. 

 

10. Jurisdiction

The Application is not directed to any person or entity in any jurisdiction where the publication or availability of the Application and its content are unavailable or otherwise contrary to local laws or regulations. If this applies to you, you are not authorised to access or use any of the information on this Application. Those who choose to access this Application from such locations do so at their own risk and are responsible for compliance with applicable local laws.

 

11.  Governing Law, Location and Miscellaneous

These Terms of Use shall be governed in all respects by the laws of the Province of Quebec, Canada, without reference to its choice of law rules. If an applicable law is in conflict with any part of the Terms of Use, the Terms of Use will be deemed modified to conform to such law. The other provisions will not be affected by any such modification.

 

12. Separate Agreements

You may have other agreements with Nightspree. Those agreements are separate and in addition to these Terms of Use. These Terms of Use do not modify, revise or amend the terms of any other agreements you may have with Nightspree.

 

13. No Professional Advice

The information available on the Application is intended to be a general information resource regarding the matters covered, and is not tailored to your specific circumstance.

 

14. Users Disputes

You are solely responsible for your interactions with other users. Nightspree reserves the right, but has no obligation, to monitor disputes between you and other users.

 

15. Arbitration

Except as regarding any action seeking equitable relief, including without limitation for the purpose of protecting any Nightspree confidential information and/or intellectual property rights, any controversy or claim arising out of or relating to these Terms of Use or this Application shall be settled by binding arbitration before a single arbitrator and in accordance with the provisions of the UNCITRAL Model Law on Commercial Arbitration. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be held in Montreal, Quebec, Canada, without giving effect to any principles that may provide for the application of the laws of another jurisdiction.  

All information relating to or disclosed by any party in connection with the arbitration of any disputes hereunder shall be treated by the parties, their representatives, and the arbitrator as proprietary business information. Such information shall not be disclosed by any party or their respective representatives without the prior written authorisation of the party furnishing such information. Such information shall not be disclosed by the arbitrator without the prior written authorisation of all parties. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings.

Judgment upon the award returned by the arbitrator may be entered in any court having jurisdiction over the parties, their assets or application of enforcement, as the case may be. Any award by the arbitrator shall be the sole and exclusive remedy of the parties. The parties hereby waive all rights to judicial review of the arbitrator's decision and any award contained therein.

 

16.  Limitation of Liability

YOUR USE OF THE CONTENT IS AT YOUR OWN RISK. NIGHTSPREE SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO, USE OF OR RELIANCE ON THE CONTENT (EVEN IF NIGHTSPREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR THAT ARISE IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OR DELIVERY, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORISED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, PROGRAMS OR FILES, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE APPLICATION OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORISED ACCESS TO THE APPLICATION OR THE CONTENT. THIS LIMITATION OF LIABILITY MAY BE DIFFERENT IF IN CONNECTION WITH SPECIFIC PRODUCTS AND SERVICES OFFERED BY NIGHTSPREE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, IN WHICH CASE THIS SECTION SHALL BE AMENDED TO COMPLY WITH APPLICABLE LEGISLATION.

 

17. Indemnity

You agree to defend, indemnify, and hold Nightspree, its directors, officers, employees, agents, advisors, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms of Use and the Privacy Policy.

 

18. Accounts and Security

This section only applies to registered users.

Nightspree does not warrant that the functions contained in the service provided by the Application will be uninterrupted or error-free, that defects will be corrected or that this service or the server that makes it available will be free of viruses or other harmful components.

As part of the registration process, each user will select a password (“Password”) and Username (“Username”). You shall provide Nightspree with accurate, complete, and updated Account information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your account.

You may not:

  1. select or use a Username of another person with the intent to impersonate that person;
  2. use a name subject to the rights of any other person without authorisation;
  3. use a Username that Application, in its sole discretion, deems inappropriate or offensive.

You shall notify Nightspree of any known or suspected unauthorised use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorised disclosure of your password.  You shall be responsible for maintaining the confidentiality of your password.

Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at Nightspree’s sole discretion, and you may be reported to appropriate law-enforcement agencies.

 

19. Contact us

 

If you would like to request additional information regarding these Terms of Use or for any other reason, please contact Nightspree at:

Email : contact@nightspree.com

Telephone : 514-655-8237    

Adress : 4235 rue de la Roche, Montréal, Québec, Canada H2J 3H8

 

 

20. Miscellaneous

These Terms of Use and the Privacy Policy which is incorporated herein by reference constitute the entire agreement between you and Nightspree with respect to the subject matter hereof and supersedes all prior oral or written agreements concerning such subject matter. The section headings used herein are for convenience only and shall be of no legal force or effect. The invalidity or nullity of any provision of these Terms of Use shall not affect the remaining provisions hereof, which shall continue to have full effect and shall be interpreted as if such invalid or void clause had never been written. The failure of either party to exercise any of its rights under these Terms of Use shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder. The Parties are independent contractors. Nothing herein shall be construed to create a joint venture, partnership or an agency relationship between the Parties. These Terms of Use may be adapted to the specific commercial circumstances of certain business arrangements but must be done with Nightspree’s express written approval.


We :love new friends!