Goodnite Terms of Service

1. Your Agreement with Goodnite

1.1. Your use of the Goodnite mobile application is governed by this agreement (these "Terms"). You understand and agree that your use of Goodnite will serve as acceptance of these Terms from that point onward.

1.2. You may not use Goodnite if you are a person barred from using API Proxy Service under the laws of the United States or other countries, including the country in which you are resident or from which you use Goodnite. You affirm that you are over the age of 18, as Goodnite is not intended for children under 18.

1.3. You agree that your use of developer’s software is not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made regarding future functionality or features.

2. Your Account and Use of Goodnite

2.1. You must provide accurate and complete registration information any time you register to use Goodnite under your account as set forth in this agreement (“Terms of Service"). You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Goodnite immediately.

2.2 . You must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software when using Goodnite.

2.3. You agree not to (a) access (or attempt to access) the administrative interface of Goodnite by any means other than through the interface that is provided by Goodnite, unless you have been specifically allowed to do so in a separate written agreement with Goodnite, or (b) engage in any activity that interferes with or disrupts Goodnite (or the servers and networks which are connected to Goodnite).

2.4. You may not access Goodnite for the purpose of bringing an intellectual property infringement claim against Goodnite or for the purpose of creating a product or service competitive with Goodnite.

2.5. If you install or enable third-party applications for use with Goodnite, you acknowledge that Goodnite may allow providers of those third-party applications to access your data as required for the interoperation of such third party applications with Goodnite. Goodnite shall not be responsible for any disclosure, modification or deletion of Your data resulting from any such access by third-party application providers. In addition, Goodnite may contain features designed to interoperate with third-party applications. To use such features, You may be required to obtain access to such third-party applications from their providers. If the provider of any such third-party application ceases to make the third-party application available for interoperation with the corresponding Developer Services features on reasonable terms, Goodnite may cease providing such Developer Services features without entitling you to any refund, credit, or other compensation.

3. Service Policies and Privacy

3.1 You agree to comply with the Goodnite Acceptable Use Policy (the "Acceptable Use Policy") which is incorporated herein by this reference and which may be updated from time to time.

3.2 You agree to the use of your data in accordance with Goodnite privacy policies.

4. Fees for Use of Goodnite

4.1 Subject to these Terms, unless otherwise agreed upon in writing between the parties, Goodnite is provided to you either as a free client with optional paid services either now or in the future. Goodnite pricing is free to use subject to change in the future. Please signup directly on the Goodnite app or contact Goodnite directly for more information.

4.2 For all purchased resources and services, we will charge your credit card on a use by use basis or at the interval indicated in your Customer Account, if different. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). If payment of any fee is overdue, Goodnite may suspend your access to services until such delinquency is corrected. Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorney’s fees incurred collecting late amounts. If you are required to pay any withholding tax, charge or levy in respect of any payments due hereunder, you agree to gross up payments actually made such that Goodnite shall receive sums due hereunder in full and free of any deduction for any such withholding tax, charge or levy. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Goodnite measurements of your use of service, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Goodnite and only in the form of credit for Goodnite services. Nothing in these Terms obligates Goodnite to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Goodnite may be shared with companies who work on Goodnite’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Goodnite and servicing your account. Goodnite may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Goodnite shall not be liable for any use or disclosure of such information by such third parties. Goodnite reserves the right to discontinue the provision of Goodnite to you for any late payments.

4.3 Goodnite may change its fees and payment policies by notifying you at least fifteen (15) days before the beginning of such billing changes. Changes to the fees or payment policies will be posted on the website (or such other URL Goodnite may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.

4.4. You may not develop Applications to access Goodnite in a manner intended to avoid incurring fees.

5. Content on Goodnite and TakeDown Obligations

5.1. You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, Goodnite are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content." The term Content shall specifically exclude the web application that you create using Goodnite and any source code written by you to be used with Goodnite (collectively, "Applications").

5.2. Goodnite reserves the right (but shall have no obligation) to remove any or all Content from Goodnite. You agree to immediately take down any Content that violates the Acceptable Use Policy, including pursuant to a takedown request from Goodnite. In the event that you elect not to comply with a request from Goodnite to take down certain Content, Goodnite reserves the right to directly take down such Content or to disable Applications.

5.3. Goodnite reserves the right to disable Applications in response to a violation or suspected violation of the Acceptable Use Policy.

5.4. You agree that you are solely responsible for (and that has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using Goodnite and for the consequences of your actions (including any loss or damage which Goodnite may suffer) by doing so.

5.5. You agree that Goodnite has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.

6. Proprietary Rights

6.1 You acknowledge and agree that Goodnite (or Goodnite’s licensors) own all legal right, title and interest in and to Goodnite, including any intellectual property rights which subsist in Goodnite (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

6.2. Except as provided in Section 8, Goodnite acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, transmit or display on, or through, Goodnite, including any intellectual property rights which subsist in that Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Goodnite, you agree that you are responsible for protecting and enforcing those rights and that Goodnite has no obligation to do so on your behalf.

7. License from Goodnite and Restrictions

7.1. Goodnite gives you a personal, limited, worldwide, royalty-free, non-assignable and non-exclusive license to use the object code version of the software provided to you by Goodnite as part of Goodnite as provided to you by Goodnite. This license is for the sole purpose of enabling you to use and enjoy the benefit of Goodnite as provided by Goodnite, in the manner permitted by the Terms.

7.2. You may not (and you may not permit anyone else to): (a) copy, sell, sublicense, rent, lease, distribute, market, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of Goodnite or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Goodnite, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by Goodnite or any applications running on Goodnite.

7.3. Open source software licenses for components of Goodnite released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Goodnite for the use of the components of Goodnite released under an open source license.

8. License from You

8.1. Goodnite claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through Goodnite you give Goodnite a perpetual, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Goodnite to provide you with Goodnite. Furthermore, by creating an Application through use of Goodnite, you give Goodnite a perpetual, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Goodnite to provide you with Goodnite.

8.2. By adding a collaborator to your Application, you hereby grant to that user a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Application(s) and Content as permitted by the relevant Developer Services functionality or features for the sole purpose of collaborating on development of the Application(s).

8.3. You may choose to, or we may invite you to, submit comments or ideas about Goodnite, including without limitation about how to improve Goodnite or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Goodnite under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

8.4. You agree that Goodnite, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of Goodnite.

8.5. You represent and warrant that: (a) you have the right to enter into this Agreement; (b) the Content and Applications will not infringe any third party intellectual property rights; (c) providing the Content and Applications will not violate any agreements including, without limitation, noncompetition and confidentiality agreements and that you will not enter into any such agreements that would conflict with providing the Applications; (d) you will not disclose any confidential information of any third party that you do not have the right to disclose; (e) you will not make unauthorized copies of software of other parties, or incorporate into any Content Applications any intellectual property owned by other parties that has not been licensed for such purpose; and (f) you will not violate any applicable laws in relation to the Content, Applications, or your performance of obligations under this Agreement.

9. Add-ons

9.1. Goodnite may make available through Goodnite additional features, functionality, and services offered by its third-party partners ("Add-ons"). Your use of Add-ons is subject to these Terms and to applicable fees as set forth in your Customer Account. You acknowledge for each Add-on you subscribe to or purchase through Goodnite, these Terms constitute a binding agreement between you and the third party licensor of that Add-on ("the Add-on Provider") only. The Add-on Provider of each Add-on is solely responsible for that Add-on, the content therein, and any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge that you are purchasing the license to each Add-on from the Add-on Provider of that Add-on; Goodnite is acting as agent for the Add-on Provider in providing each such Add-on to you; Goodnite is not a party to the license between you and the Add-on Provider with respect to that Add-on; and Goodnite is not responsible for that Add-on, the content therein, or any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge and agree that Goodnite, and Goodnite’s subsidiaries, are third party beneficiaries of the agreement between you and the Add-on Provider for each Add-on, and that Goodnite will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.

9.2. By subscribing to or purchasing an Add-on, you grant Goodnite permission to share your Application, Content, and user information with the Add-on Provider as necessary in order to provide you the Add-on.

9.3. The license granted to you to use any Add-on is personal to you, and is not sub licensable. You may not provide or resell Add-ons to others.

10. Recommendations

Goodnite may, and you grant Goodnite permission to, make recommendations via Goodnite for products or services we think may be of interest to you based on your Application(s), Content, and/or use of Goodnite.

11. Modification and Termination of Goodnite

11.1. Goodnite is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of Goodnite that Goodnite provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of Goodnite will be effective with respect to all versions of Goodnite; examples of changes to the form and nature of Goodnite include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.

11.2. You may discontinue your API profile and user account at any time on Goodnite. Upon cancellation you will not receive any refunds for the relevant term of service ( as defined by the tier of service you chose).

11.3. You agree that Goodnite, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to Goodnite may be without prior notice, and you agree that Goodnite will not be liable to you or any third party for such termination.

11.4 You are solely responsible for exporting your Content and Application(s) from Goodnite prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).

11.5 Upon any termination of Goodnite or your account these Terms will also terminate, but Sections 6.1, 11, 12, 13, 14, and 18 shall continue to be effective after these Terms are terminated.

12. EXCLUSION OF WARRANTIES

12.1. NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, SHALL EXCLUDE OR LIMIT Goodnite’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

12.2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF Goodnite IS AT YOUR SOLE RISK AND THAT Goodnite ARE PROVIDED "AS IS" AND "AS AVAILABLE."

12.3. Goodnite MAKES NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING Goodnite, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Goodnite DOES NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF Goodnite WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF Goodnite WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE MULE DEVELOPER SERVICES WILL BE ACCURATE.

13. LIMITATION OF LIABILITY

13.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND SUBJECT TO SECTION 12.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT Goodnite SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. IN NO EVENT WILL Goodnite’S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT WHETHER IN ACTIONS BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY EXCEED THE AMOUNT PAID HEREUNDER. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE AN ALLOCATION OF THE RISK BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

13.2. THE LIMITATIONS ON Goodnite’S LIABILITY TO YOU IN PARAGRAPH 13.1 ABOVE SHALL APPLY WHETHER OR NOT Goodnite HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

14. Indemnification

14.1. You agree to defend, indemnify and hold Goodnite, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Goodnite and Partners") harmless from and against any loss, damage and expense arising from any and all threatened or actual claims, demands or actions arising from or in any way related to (a) your breach of the Terms, (b) your use of Goodnite, (c) your violation of applicable laws, rules or regulations in connection with Goodnite, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Goodnite will provide you with written notice of such claim, suit or action.

14.2. Other Content

14.2.1 Goodnite may include hyperlinks to other web sites or content or resources or email content. Goodnite may have no control over any web sites or resources which are provided by companies or persons other than Goodnite.

14.2.2. You acknowledge and agree that Goodnite is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

14.2.3. You acknowledge and agree that Goodnite is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

15. Changes to the Terms

15.1. Subject to Section 4.3, Goodnite may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days’ notice before the changes take effect, during which period of time you may reject the changes by terminating your account.

15.2. Subject to Section 4.3, you understand and agree that if you use Goodnite after the date on which the Terms have changed, Goodnite will treat your use as acceptance of the updated Terms.

16. General Legal Terms

16.1. The Terms constitute the whole legal agreement between you and Goodnite and govern your use of Goodnite (but excluding any services which Goodnite may provide to you under a separate written agreement), and completely replace any prior agreements between you and Goodnite in relation to Goodnite.

16.2. There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

16.3. You agree that Goodnite may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on Goodnite. By providing Goodnite your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.

16.4. You agree that if Goodnite does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Goodnite has the benefit of under any applicable law), this will not be taken to be a formal waiver of Goodnite's rights and that those rights or remedies will still be available to Goodnite.

16.5. Goodnite shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

17. The Terms, and your relationship with Goodnite under the Terms, shall be governed by the laws of the State of Florida. Each party agrees that any claim or cause of action arising under or relating to this Agreement will be brought in a court of competent jurisdiction located in Palm Beach County, Florida and each party irrevocably consents to such personal jurisdiction and waives all objections thereto.

18. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of Goodnite. These Terms shall inure to the benefit of and be binding upon the parties hereto, and their successors and permitted assigns.