Night Exchange Terms of Service

Please read this Agreement carefully. *

1. User’s Acknowledgment and Acceptance of Terms *

First Media Group, Inc (“Us” “We”, “Night Exchange) provides the Night Exchange mobile App, Night Exchange IVR System and related website www.Night Exchange.com site. By using Quest, its Ap or website (“Night Exchange”), you, the user, accept the Terms of Service including all amendments made from time to time , as well as any other written agreement between us including any posted rules or guidelines (collectively “the Agreement”). If you do not wish to be bound by the Agreement please do not use Night Exchange.

It is your responsibility to review this site and these Terms of Use from time to time and to familiarize yourself with any modifications to the Terms of Service. Your continued use of Night Exchange after such modifications will constitute your agreement to be bound by the modified Agreement.

2. Who May use Night Exchange *

YOU MUST BE AT LEAST 18 YEARS OLD TO USE Night Exchange. By using Night Exchange you expressly represent and warrant that you are 18 years or older. You further represent and warrant that you are not a convicted sex offender and you represent and warrant that you required to register as a sex offender with any government entity.

3. License to Use Night Exchange *

We grant to you a limited, non-exclusive license to access and use Night Exchange for your own personal, non-commercial purpose. You may not reproduce, redistribute, sell, create, reverse engineer or disassemble any of the Night Exchange products or services.

You may not assign or sublicense this Agreement to any individual or company.

You grant Night Exchange and its partners, and affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty free license to copy, transmit distribute and display and make derivative works from your content. This licesne includes your waiver of any ‘moral-rights’ in your content. You permit and grant Night Exchange members permission to view your content. Where you make suggestions to Night Exchange, features, or services, or any improvements whatsoever, you do so without the right to compensation and you permit Night Exchange to adopt said features, services, improvements or suggestions.

4. Registration through Facebook

In order to access Night Exchange you have the option to register an account using your Facebook account login. You are authorize and provide Night Exchange the authority and ability to access information stored on your Facebook account. This includes information on your Facebook friends that you might share in common with other users of this Service. By granting Night Exchange access to your Facebook account, you expressly acknowledge and agree that the Night Exchange may obtain and share the following
1. Your Facebook profile name and profile picture; and
2. Your friend’s Facebook profile names and pictures who are common Friends on Facebook with other Night Exchange users in your network..

5. Description and Modification of Services *

We make various services available on this site including, but not limited to interactive voice response, and other like services. You are responsible for providing, at your own expense, all equipment necessary to use the services, including a computer, modem, and Internet access (including payment of all fees associated with such access).

We may alter, suspend, discontinue or impose limits on any aspect of Night Exchange at any time with or without notice to you including the availability of any service, feature, database or content. We will not be liable to you or any third party should we exercise such right. Any new features that change or alter the services available to users of Night Exchange shall also be subject to these Terms of Use.

6. Privacy *

The Privacy Policy governs your privacy rights. As such, please review the Privacy Policy as it details, what information is collected, how the information is used, with whom we share that information, if any and what information, if any, you agree to share with third parties by using Night Exchange.

7. Customer Data and Privacy *

To use Night Exchange you will be required to provide certain information and data (“Customer Data”), and maintaining and updating your Customers Data as required. By using Night Exchange, you agree that all information provided in the Customer Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate. You also grant us the right to disclose to third parties certain Customer Data about you. The information we obtain through your use of this site, including your Customer Data, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms of Use. Nightexchange reserves the right to charge an administrative fee of Two-hundred and fifty (250) Minutes of talk-time for accounts which have not been used for 24 sequential months. Such fee shall be automatically deducted every 6 months once an account has been dormant for more than 24 sequential months.

8. Third Party Sites and Information *

You agree that Night Exchange is not responsible for content, information or material found on third-party sites that you maybe linked to through Night Exchange. You agree we are not responsible for content, accuracy, legality, decency or intellectual property compliance, nor are these sites under Night Exchange’s control. A link from Night Exchange is not and endorsement, or warranty of any kind of the site or its content.

9. Security*

You agree to keep your password and membership information confidential and agree to keep your account private. You are responsible for all content posted and all usage of your membership account by third-parties.

You may not use your account to obtain unauthorized access to another members account, to access a another network or server. You shall not interfere with anyone else’s use and enjoyment of Night Exchange or other similar services.

10. Code of Conduct *

You agree that Users who violate systems or network security may incur criminal or civil liability and be removed from the site and/or reported to relevant authorities. You agree to use the Service in accordance with the following code of conduct:

a. Use of Night Exchange and your communications on Night Exchange are subject to all applicable laws and you are solely responsible for your communications through Night Exchange;

b. You will not use Night Exchange to engage in harassing, threating, abusive, racist, obscene, defamatory, libelous, fraudulent behavior, nor post communications that are harassing, racist, obscene, threatening, abusive, defamatory, libelous or fraudulent;

c. You will not use the Service to promote any solicitation for funds, business, advertising, or solicitation for goods or services;

d. You will not post any communications that violates, plagiarizes or infringes upon the rights of any third party, including, copyright, trademark, patent, trade secret, right of publicity, privacy, personal, proprietary rights, or otherwise violates any law;

e. You will not post any communications which may victimize, degrade, or otherwise harass anyone group or individual on the basis of race, religion, sexual orientation, gender, ethnicity, age, or disability or otherwise discriminates by reason of an association to any group;

f. You shall not use Night Exchange in any manner which may cause the distribution of a unauthorized spam, or solicitation, lottery schemes, virus, or malicious software that could cause harm to Night Exchange, its systems, or other members.

g. You shall not interfere with other members use of Night Exchange, or attempt to gain access to other members accounts,

11. Monitoring *

You agree that Night Exchange has the right but not the obligation to monitor all Customer Data, messages and public postings. Where, in our sole discretion, customer data, messages and public postings violate this agreement, or any applicable law, or may negatively affect the goodwill of Night Exchange, this content may be deleted and/or reported to the relevant authorities.

12. Disclosure to Law Enforcment

You agree that Night Exchange may disclose any Customer Data in order to cooperate with relevant law enforcement authorities without further consent or notification to you, upon a lawful request from a law Enforcment Agency. You agree that Night Exchange has the right to cooperate with relevant law enforcement authorities for any systems or network security at other sites, for any violations of the law including of abusive conduct, fraudulent conduct or otherwise illegal activity or in the investigation of suspected criminal violations.

13. Term and Termination*

You agree we may at any time, and at our sole discretion, without prior notice to you, terminate suspend, disable or delete your account including any part therefor, where it is determined by FMG that you have violated any provision of this Agreement, where your conduct violates the code of conduct, is abusive, fraudulent or illegal or where your content may violate the Night Exchange’s reputation or goodwill.

Where your account is terminated, any license to use Night Exchange will likewise terminate. Night Exchange reserves the right to keep or delete the content of your account and shall not be responsible for the loss of the content.

14. Intellectual Property Information and Copyright*

Night Exchange contains information and content proprietary to us, and/or our partners, or affiliates and is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You agree not to modify copy or distribute any content without having first received the express permission of Night Exchange.

Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of First Media Group or its Affiliates.

You agree to notify Night Exchange of any copyright, trademark or propertary right infringement by a posting on this site, by contacting help@Night Exchange.com

You agree that upon receipt of a notice of a claim of copyright infringement, Night Exchange may investigate, andor/ immediately remove the identified materials from our site without liability to you or any other party and that the claims of the complaining party and that Night Exchange may refer the complaint to the relevant Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

15. Disclaimer of Warranties *

Night Exchange and related services, content and material are provided on an ‘AS IS’ basis. Night Exchange does not provide any warranty of any kind, express or implied, including, but not limited to warranties of quality, merchantability, or fitness for a particular purpose, or for the warranty of non-infringement. Night Exchange does not warrant that the service or material will be accurate, delay free, or reliable. There may be service interruption. Use of Night Exchange is at your own risk. Night Exchange does not warrant that products, services, content or information purchase, obtained from Night Exchange or its affiliates or partners will be free of errors, defects or mistakes or meet your expectations.

You agree that Night Exchange may change services, content, including prices without any notice to you. Night Exchange is not responsible for damage or injury to you or your computer system, phone system as a result of use of Night Exchange.

Through your use of the site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. You agree that any transaction executed through Night Exchange or in connection to Night Exchange are conducted at your own risk. There is no warranty for any of the products or services, material or information accessed or purchased through Night Exchange or its partners, or its affiliates.

Exclusion of warranties may not apply in jurisdictions which do not allow exclusion of certain warranties.

16. Limitation of Liability*

Night Exchange is not responsible for screening its members, or ensuring you do not incur damages as a result of other members content, conduct, or actions and disclaims all liability that may be associate with your use of Night Exchange, its products, services or that of our partners or affiliates.

In no event shall we, our partner, or our affiliates be liable to you or any third party for any special, punitive, aggravated, incidental, indirect, direct or consequential damages of any kind or any damages whatsoever, including but not limited from the use of Night Exchange, its services, content, or as a result of content or information, or as a result of contact with a member of Night Exchange or as a result agreeing to meet any member through Night Exchange. Night Exchange, its affiliates and partners shall not be liable to yourself or any third party for use out of or in connection with use of Night Exchange or any reference or link from this site, or for any contact with any member whatsoever, including but not limited to communications with any member, or as a result of agreeing to meet any member. In no event shall we, our partners or affiliates be liable to you or any third party for any violations of the terms of use, including misrepresentation of your age. We shall not be liable in any way for contents, material uploaded, submitted by third parties, or for any good or services or third party goods or services offered through Night Exchange.

17. Indemnification *

Upon a request by us, you agree to defend, indemnify, and hold Night Exchange, First Media Group, its officers, directors, employees, agents, and our Partners, and Affiliates harmless from all liabilities, claims, and expenses, including attorney fees, that arise from your use or misuse of Night Exchange including any misrepresentation of your ability to use the service or your age, and as a result of any complaints made by other parties against you. You agree to cooperate fully as reasonably required in the defense of any claim and in asserting any defenses available. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you,

18. Spam and User Content *

Night Exchange may employ automated monitoring devices or techniques to protect our users from mass unsolicited communications (also known as “SPAM”) and/or other types of electronic communications that we deem inconsistent with our business purposes. Night Exchange shall not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.

Night Exchange accounts may have a limited storage capacity. Night Exchange may delete or block communications or content that exceed the limit. We will not be responsible for such deleted or blocked account content.

19. Termination of Use *

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the site with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.
Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

20. Governing Law *

You agree and that this Agreement and the use of Night Exchange and the purchase of any products and services is governed by the laws of the Province of Ontario, Canada. Any disputes arising from the use of Night Exchange, products or services or this Agreement shall be subject exclusively to the courts of the Province of Ontario, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods.

Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue any court of competent jurisdiction within the Province of Ontario with respect to such matters.

21. International Use *

Night Exchange may be accessible worldwide, but there are we NO REPRESENTATIONS OR WARRANTIES that materials on this site are appropriate or available for use in jurisdictions outside North America. Furthermore accessing Night Exchange from jurisdictions where the content is illegal is absolutely prohibited.

Where you choose to access or use Night Exchange from other jurisdictions, you agree that you do so on their own initiative and are responsible for compliance with local laws. Any product, service, and/or content made in connection with Night Exchange or offer for product, service or content is void where prohibited.

22. Notices *

All notices to a party shall be in writing and shall be made either via e-mail or conventional mail. Notices to us must be sent to the attention of Customer Service at help@Night Exchange.com. Notices to you may be sent to the address supplied by you as part of your membership account. Night Exchange may broadcast notices or messages through the service to inform you of changes to Night Exchange, its services, content, terms, and such broadcasts shall constitute notice to you at the time of sending. Night Exchange may update this Agreement and that further shall constitute notice at the time of the update.

23. Assignment *

You may not assign this Agreement or any of your rights to use Night Exchange to anyone. Night Exchange may assign any or all of its rights and uties under this Agreement or related to Night Exchange to any third party, and where assumed by a third party, Night Exchange shall be relived of any and all liability under this Agreement.

24. Entire Agreement*

These terms and conditions constitute the entire agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, the term shall be severed from the agreement with the remaining portion of the Agreement remaining in full force and effect.

Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

25. Contact Information*

Except as explicitly noted on this site, the services available through this site are offered by First Media Group Inc., an Ontario Corporation. If you notice that any user is violating these Terms of Use, please contact us at help@Night Exchange.com.

Last updated: Feb 15, 2017