Terms of Service

Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and NightOps, Inc. ("Company", "we", "us", or "our") concerning your access to and use of the NightOps website, dashboard, APIs, Slack integration, and related services (collectively, the "Service").

By accessing or using the Service, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Service.

You represent and warrant that you are of legal age to form a binding contract with the Company. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

Changes to Terms

We reserve the right to revise and update these Terms from time to time at our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Service thereafter.

Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

NightOps Account

To access most features of the Service, you must create an account. You may create an account using your email address or by authenticating through a supported third-party service (such as Google or GitHub).

When you create an account, you agree to provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

If you connect NightOps to third-party services (cloud providers, Slack, etc.), you authorize us to access and interact with those services on your behalf according to the permissions you grant and the schedules you configure.

You may delete your account at any time through your dashboard settings. Upon deletion, we will remove your data in accordance with our Privacy Policy.

Accessing the Service and Account Security

We reserve the right to withdraw or modify the Service, and any features or materials we provide, at our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time.

You are responsible for:

• Making all arrangements necessary to access the Service
• Ensuring that all persons who access the Service through your account are aware of these Terms and comply with them
• Maintaining the security and confidentiality of your login credentials
• Promptly notifying us of any unauthorized access to or use of your account

We have the right to disable any user account at any time if, in our opinion, you have violated any provision of these Terms or if your conduct may harm the Service or other users.

Intellectual Property Rights

The Service and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, audio, and the design, selection, and arrangement thereof) are owned by the Company, 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 laws.

These Terms permit you to use the Service for your personal or internal business use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Service, except as follows:

• Your computer may temporarily store copies of such materials incidental to your accessing and viewing those materials
• You may store files that are automatically cached by your web browser for display enhancement purposes
• You may print or download one copy of a reasonable number of pages for your own personal, non-commercial use

You must not modify copies of any materials from the Service, use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text, or delete or alter any copyright, trademark, or other proprietary rights notices.

If you print, copy, modify, download, or otherwise use any part of the Service in breach of these Terms, your right to use the Service will stop immediately and you must, at our option, return or destroy any copies of the materials you have made.

Trademarks

The Company name, the term "NightOps", the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Service are the trademarks of their respective owners.

Prohibited Uses

You may use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service:

• In any way that violates any applicable federal, state, local, or international law or regulation
• To exploit, harm, or attempt to exploit or harm minors in any way
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service

Additionally, you agree not to:

• Use the Service in any manner that could disable, overburden, damage, or impair the site
• Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose
• Use any manual process to monitor or copy any of the material on the Service without our prior written consent
• Use any device, software, or routine that interferes with the proper working of the Service
• Introduce any viruses, Trojan horses, worms, logic bombs, or other malicious or technologically harmful material
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service or any server, computer, or database connected to the Service
• Attack the Service via a denial-of-service attack or a distributed denial-of-service attack
• Otherwise attempt to interfere with the proper working of the Service

User Contributions

The Service may contain features that allow you to post, submit, publish, display, or transmit content or materials (collectively, "User Contributions"). Any User Contribution you post will be considered non-confidential and non-proprietary.

By providing any User Contribution, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license above
• All of your User Contributions do and will comply with these Terms

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason at our sole discretion
• Take any action with respect to any User Contribution that we deem necessary or appropriate if we believe it violates these Terms, infringes any intellectual property right, threatens the personal safety of users, or could create liability for the Company
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights
• Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Service
• Terminate or suspend your access to all or part of the Service for any or no reason, including any violation of these Terms

We assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions. User Contributions must comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable
• Promote sexually explicit or pornographic material, violence, or discrimination
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property rights of any other person
• Violate the legal rights (including privacy and publicity rights) of others or contain any material that could give rise to civil or criminal liability
• Be likely to deceive any person
• Promote any illegal activity or advocate, promote, or assist any unlawful act
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization
• Involve commercial activities or sales without our prior written consent
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case

Copyright Infringement

If you believe that any User Contributions violate your copyright, please send us a notice of copyright infringement to legal@nightops.dev. It is the policy of the Company to terminate the user accounts of repeat infringers.

Your notice must include:

• A physical or electronic signature of the copyright owner or authorized agent
• Identification of the copyrighted work claimed to have been infringed
• Identification of the material that is claimed to be infringing and its location on the Service
• Your contact information (address, telephone number, and email)
• A statement that you have a good faith belief that the use is not authorized by the copyright owner
• A statement, 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

Reliance on Information Posted

The information presented on or through the Service is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Service, or by anyone who may be informed of any of its contents.

The Service may include content provided by third parties. All statements and/or opinions expressed in these materials are solely the opinions of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible for any third-party content.

Changes to the Service

We may update the content on the Service from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Service may be out of date at any given time, and we are under no obligation to update such material.

We reserve the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

Information About You and Your Visits

All information we collect on the Service is subject to our Privacy Policy. By using the Service, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Online Purchases

All purchases through the Service are subject to our acceptance of your order. We may, in our sole discretion, refuse or cancel any order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order, or other reasons.

We reserve the right to refuse or cancel any order if fraud or an unauthorized or illegal transaction is suspected. Subscription services are billed in advance on a monthly or annual basis and are non-refundable except as required by law.

Linking to the Service and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

The Service may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on the Service
• Send communications with certain content, or links to certain content, on the Service
• Cause limited portions of content on the Service to be displayed or appear to be displayed on your or certain third-party websites

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with. You must not frame the Service or any part of it on any other site.

Geographic Restrictions

The owner of the Service is based in the State of California in the United States. We provide the Service for use only by persons located in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SERVICE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SERVICE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) OR (B) THE AMOUNT YOU HAVE PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Service, including, but not limited to, your User Contributions, any use of the Service's content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Service.

Governing Law and Jurisdiction

All matters relating to the Service and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City of San Francisco and County of San Francisco. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At Company's sole discretion, it may require you to submit any disputes arising from these Terms or use of the Service, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.

No Class Actions

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Entire Agreement

These Terms and our Privacy Policy constitute the sole and entire agreement between you and NightOps, Inc. regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service.

If you have any questions about these Terms of Service, please email us at support@nightops.dev.