NIGHTLIFE Q - TERMS OF SERVICE

OVERVIEW

Thank you for your interest in and use of the NightlifeQ.com website ( the “Website”) and the products and services,

and the content contained therein (the "Services"). NO CLUB COVER LLC dba NIGHTLIFE Q

("NIGHTLIFE Q", "we", "us", or "our") provides these Services to you (“Customer”, "you" or

"your"), subject to the terms contained in this NIGHTLIFE Q Terms of Service (this "Agreement").

The Services allow you to remotely add yourself and friends to the Guest Lists of several

nightlife venues and gentlemen’s clubs (“Venues”) in Las Vegas, NV without having to utilize a

traditional promoter of the specific Venue. NIGHTLIFE Q is a separate and independent entity from all

Venues listed within the Services. Each Venue enforces its own policies, rules and regulations,

including but not limited to dress codes and cover charges, and NIGHTLIFE Q has no control or

influence over any such rules and regulations. You are responsible for paying any such charges

directly to the Venue, and abiding by any other policies, rules and regulations imposed by the

Venue. NIGHTLIFE Q shall not be liable to you, or anyone else, in any manner for the imposition of

any specific Venue’s policies, rules, regulations and/or charges.

This Agreement is a binding legal agreement between you and NIGHTLIFE Q. Please read the terms

and conditions of this Agreement carefully before using our Services. All data, design, text,

images, graphics, including all arrangements thereof, contained in the Site and Services are

proprietary, confidential, and are licensed to you under this Agreement, not sold to you. By

accessing or otherwise using any portion of the Services, you agree to be bound by the terms of

this Agreement. If you are not willing to be bound by the terms of this Agreement, you may not

access or otherwise use any portion of the Services.

1. USE RESTRICTIONS

In order to accept this Agreement and to use the Services, you must be at least the age required

for admission for the various Venues (i.e. no younger than 18 years of age, but you must be 21

years of age where applicable) ("Minimum Age"). The Services are not intended for users under

the Minimum Age. You hereby affirmatively represent that (a) you are at least the Minimum

Age; (b) you have all the applicable rights and authority to grant NIGHTLIFE Q the rights granted

herein; and (c) you have read, understood, and agree to be bound by this Agreement. If you are

not at least the Minimum Age, or you do not agree to all the terms and conditions of this

Agreement, you may not use the Services.

You may use the Services only for your own individual personal, non-commercial purposes. You

may only access and/or use the Services through the Website or intended methods that NIGHTLIFE Q or

our licensed partners make available to you. Any access or use of our Services through an

application, service, or method provided by a party other than NIGHTLIFE Q or one of our licensed

partners is strictly prohibited, and may subject your account to termination and other legal action.

Any other use not authorized herein, or by NIGHTLIFE Q in writing, is strictly prohibited and a

violation of this Agreement. NIGHTLIFE Q may revoke and/or terminate your use of any aspect of the

Services at any time, for any or no reason.

Except as otherwise specifically permitted in this Agreement, you shall not: (a) modify,

download, intercept, or create any derivative works of the Services, including any translations or

localizations thereof; (b) access or use the Services through an application or means not

authorized by NIGHTLIFE Q; (c) copy, store, edit, change, exploit, download, prepare any derivative

work of, or alter in any way any of the content made available through the Services; (d) reverse

engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms,

underlying ideas, or structure or organization of the Services; (e) remove or alter any trademark,

logo, copyright or other proprietary notices, legends, symbols, or labels on the Services; (f)

publish or provide any results of any Services, in whole or in part, aggregated or otherwise, to a

third party without NIGHTLIFE Q's prior written consent; (g) provide your username and password

used to access the Services to any third party; (h) use any systems or means, automated or

otherwise, to access, acquire, copy, scrape, harvest, or monitor any part of the Services; (i)

circumvent any technological measures employed by or on behalf of NIGHTLIFE Q to protect the

Services; (j) use any other technologies or initiate any other activities that may harm the

Services, or the interests or property of NIGHTLIFE Q or other users of the Services; or (k) aid or

encourage any third party to engage in any activity that would constitute a breach of this

Agreement.

ANY USE OF THE SERVICES NOT SPECIFICALLY PERMITTED UNDER THIS

AGREEMENT IS STRICTLY PROHIBITED.

2. INTELLECTUAL PROPERTY

All intellectual property within the Services (except for User Content) is owned by NIGHTLIFE Q or

its licensors, which includes materials protected by copyright, trademark, trade dress or patent

laws. All trademarks, service marks and trade names (e.g., the NIGHTLIFE Q name and logos) are

owned, registered and/or licensed by NIGHTLIFE Q. All content on the Services (except for User

Content), including but not limited to text, software, scripts, code, designs, graphics, photos,

sounds, music, videos, applications, interactive features and all other content ("Content") is a

collective work under the United States and other copyright laws and is the proprietary property

of NIGHTLIFE Q, its licensors, vendors, agents and/or its Content providers; All rights reserved.

Except as authorized under the copyright laws, you are responsible for obtaining permission

before reusing any copyrighted material that is available on the Services. For purposes of this

Agreement, the use of any such material on any other website, application or networked

computer environment is prohibited. You shall comply with all applicable domestic and

international laws, statutes, ordinances and regulations regarding your use of the Services. The

Services may only be used for the intended purpose for which such Services are being made

available. Except as may be otherwise indicated in specific documents within the Services, you

are authorized to view, play, print and download documents, audio and video found on the

Services for personal, informational, and noncommercial purposes only.

3. ACCOUNT REGISTRATION AND TERMINATION; USERNAME/PASSWORD

To order products and/or become a member of the Services, you may be required to register for

an account. You agree to provide accurate and current information about yourself in all

registration forms on the Services. You are responsible for any actions that take place while

using your NIGHTLIFE Q account, and You are entirely responsible for the security and

confidentiality of your username and password. Keep your username/password secure and do not

allow anyone else to use your username/password to access the Services. NIGHTLIFE Q is not

responsible for any loss that results from the unauthorized use of your username/password, with

or without your knowledge.

You or we may suspend or terminate your account or your use of the Services at any time, for

any reason or for no reason. You are personally liable for any orders placed or charges incurred

through your account prior to termination. We may also block your access to the Services in the

event that (a) you breach these Terms of Service; (b) we are unable to verify or authenticate any

information you provide to us; or (c) we believe that your actions may cause financial loss or

legal liability for you, our users or us.

4. COMMUNICATION PREFERENCES AND CONSENT

From time to time we may send you communications to the email address associated with your

account. These communications may include, but are not limited to, promotions, special offers,

and other account-related or transactional messages. Also, based on your venue preferences, you

may receive communications from or related to certain Venues by or on behalf of NIGHTLIFE Q.

Additionally, our mobile and tablet Apps may, in some circumstances, offer the ability for you to

receive push notifications in connection with those applications. You will also receive SMS

(Text) messages from the App in relation to your request. Depending on your plan with your

wireless or other applicable provider, you may be charged by your carrier or other applicable

provider. Thus, your provider’s standard message and data rates may apply. You hereby

acknowledge that NIGHTLIFE Q is in no way responsible for any such charges you may incur. By

accepting this Agreement and using the Services, you expressly consent to the receipt of all such

communications from or on behalf of NIGHTLIFE Q as is necessary for your use of the Services. You

may not opt-out of receiving account-related, request-related, or transactional communications.

If you do not agree, you may not use the Services.

5. ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this Services is not accurate, complete

or current. The material on this Services is provided for general information only and should not

be relied upon or used as the sole basis for making decisions without consulting primary, more

accurate, more complete or more timely sources of information. Any reliance on the material

within the Services is at your own risk.

The Services may contain certain historical information. Historical information, necessarily, is

not current and is provided for your reference only. We reserve the right to modify the contents

of the Services at any time, but we have no obligation to update any information on our Services.

You agree that it is your responsibility to monitor changes to our Services.

6. USER CONTENT

"User Content" is communications, materials, information, data, opinions, photos, profiles,

messages, notes, website links, text information, music, videos, designs, graphics, sounds,

reviews and any other content that you and/or other Services users post or otherwise make

available on or through the Website, except to the extent the Content is owned by NIGHTLIFE Q. User

Content does not represent the views of NIGHTLIFE Q or any individual associated with NIGHTLIFE Q,

and we do not control User Content. In no event shall you represent or suggest, directly or

indirectly, NIGHTLIFE Q’s endorsement of User Content. NIGHTLIFE Q does not vouch for the accuracy or

credibility of any User Content within the Services, and does not take any responsibility or

assume any liability for any actions you may take as a result of reading User Content while using

the Services. Through your use of the Services, you may be exposed to Content that you may

find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of

dealing with underage persons, people acting under false pretense, international trade issues and

foreign nationals. By using the Services, you assume all associated risks.

User Content is not confidential or proprietary. You grant, and warrant that you have the right to

grant, to NIGHTLIFE Q a non-exclusive, non-revocable, worldwide, transferable, royalty-free,

perpetual right to use your User Content in any manner or media now or later developed, for any

purpose, commercial, advertising, or otherwise, including the right to translate, display,

reproduce, modify, create derivative works, sublicense, distribute, assign and commercialize

without any payment due to you.

You are prohibited from using the Services to post or transmit any User Content which infringes

or may infringe third party intellectual property rights or which is threatening, false, misleading,

inflammatory, defamatory, invasive of privacy, obscene, pornographic, abusive, discriminating,

illegal or which could constitute or encourage conduct that would be considered a criminal

offence, violate the rights of any party or which may otherwise give rise to civil liability or

violate any law.

You agree to indemnify, defend, and hold harmless NIGHTLIFE Q, its affiliates, officers, directors,

employees, agents, licensors and suppliers from and against all claims, losses, liabilities,

expenses, damages and costs, including, without limitation, attorneys' fees, arising from or

relating in any way to your User Content, your use of Content, your use of the Services, your

conduct in connection with the Services or with other Services users, or any violation of these

Terms of Service, any law or the rights of any third party.

7. THIRD PARTY LINKS AND ADVERTISMENTS

The Services may present advertisements for or links to third party websites, products, and/or

services ("Third Party Ads"). We are not responsible for the availability of these Third Party

Ads, or the images, messages, or other materials contained therein. Neither NIGHTLIFE Q nor any of

its affiliates will be liable for any errors in content or omissions in any Third Party Ads, nor

responsible for any losses or damages of any sort incurred as a result of your participation with,

use of, or reliance on the Third Party Ads, including any goods, products, or services offered by

such Third Party Ads. If you decide to access any Third Party Ads, you do so entirely at your

own risk.

8. DIGITAL MILLENNIUM COPYRIGHT ACT ("DMCA") NOTICE

In operating the Services, NIGHTLIFE Q may act as a "services provider" (as defined by DMCA) and

offer services as online provider of materials and links to third party websites or applications. As

a result, third party materials that we do not own or control may be transmitted, stored, accessed

or otherwise made available using the Services. If you believe any material available via the

Services infringes a copyright, you should notify NIGHTLIFE Q using the notice procedure for

claimed infringement under the DMCA. We will respond expeditiously to remove or disable

access to the material claimed to be infringing and will follow the procedures specified in the

DMCA to resolve the claim between the notifying party and the alleged infringer who provided

the Content.

If you believe that your work has been improperly copied and posted on the Services, such that it

constitutes infringement, please provide us with the following information: (1) name, address,

telephone number, email address and an electronic or physical signature of the copyright owner

or of the person authorized to act on his/her behalf; (2) a description of the copyrighted work that

you claim has been infringed; (3) a description of where on the Services the material that you

claim is infringing is located; (4) a written statement that you have a good faith belief that the

disputed use is not authorized by the copyright owner, its agent, or the law; and (5) a statement

by you, made under penalty of perjury, that the above information in your notice is accurate and

that you are the copyright owner or authorized to act on the copyright owner's behalf. These

requirements must be followed to give NIGHTLIFE Q legally sufficient notice of infringement. Send

copyright infringement complaints to:

 

NO CLUB COVER LLC dba NIGHTLIFE Q - Legal Department (Copyright)

P.O. Box 335595 North Las Vegas, NV 89033

Telephone: 702.381.5737

 

9. USER REQUESTS

All requests placed through the Website are subject to NIGHTLIFE Q's acceptance. This means that NIGHTLIFE

Q may refuse to accept or may cancel any request, whether or not the same has been confirmed,

for any or no reason, and without liability to you or anyone else.

NIGHTLIFE Q is a separate and independent entity from all Venues listed within the Services. Each

Venue enforces its own policies, rules and regulations, including but not limited to dress codes

and cover charges, and NIGHTLIFE Q has no control or influence over any such policies, rules and

regulations. You are responsible for paying any such charges directly to the Venue, and abiding

by any other policies, rules and regulations imposed by the Venue. NIGHTLIFE Q shall not be liable to

you, or anyone else, in any manner for the imposition of any specific Venue’s policies, rules,

regulations and/or charges. NIGHTLIFE Q MAKES NO REPRESENTATION, WARRNTY OR

GUARANTEE THAT ANY SPECIFIC VENUE WILL GRANT YOU OR ANYONE ELSE

ENTRANCE OR THAT THE SPECIFIC VENUE WILL ACTUALLY RECEIVE YOUR

GUEST LIST REQUEST OR ABIDE BY THE TERMS THEREOF. NIGHTLIFE Q SHALL NOT BE

LIABLE TO YOU OR ANYONE ELSE IN RELATION TO ANY VENUE DENYING YOUR

ENTRANCE FOR ANY REASON WHATSOEVER.

We have made every effort to display as accurately as possible the information that appears in

the Services; however, we cannot guarantee that any Venue’s specific promotions will be

honored upon your arrival.

We reserve the right, but are not obligated, to limit the use of the Services to any person,

geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve

the right to limit the Services we offer. All Services are subject to change at anytime without

notice, at our sole and absolute discretion. We reserve the right to discontinue any of the Services

at any time.

We do not warrant or guarantee the quality of any experience requested through the Services,

and/or that the same will meet your expectations, or that any errors in the Services will be

corrected.

10. WARRANTY DISCLAIMER

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT

PERMITTED BY APPLICABLE LAW, THE INFORMATION, MATERIALS AND

SERVICES PROVIDED ON OR THROUGH THIS SERVICES ARE PROVIDED "AS IS"

WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY

APPLICABLE LAW, NIGHTLIFE Q DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR

IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY

WARRANTY AGAINST INFRINGEMENT, WITH REGARD TO THE SERVICE. THIS

LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE

OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

NIGHTLIFE Q DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT

OF THE SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR

SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE WILL MEET YOUR

REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL

BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICES WILL CONTINUE TO

BE MADE AVAILABLE, THAT THE SOFTWARE OR SERVICES WILL BE COMPATIBLE

OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY

SERVICES, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE

CORRECTED. INSTALLATION AND USE OF THE SOFTWARE MAY AFFECT THE

USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY

SERVICES.

11. LIMITATION OF LIABILITY

NIGHTLIFE Q SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL,

INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING FOR ANY LOST PROFITS

OR LOST DATA, THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE,

THIS SERVICES OR THE PERFORMANCE OF THE PRODUCTS PURCHASED

THROUGH THE SERVICES OR THE CONDUCT OF OTHER SERVICES USERS

(WHETHER ONLINE OR OFFLINE) OR ATTENDANCE AT A NIGHTLIFE Q EVENT OR ANY

USER CONTENT, EVEN IF NIGHTLIFE Q HAS BEEN ADVISED OF THE POSSIBILITY OF

SUCH DAMAGES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE

SERVICES. YOUR ONLY REMEDY AGAINST NIGHTLIFE Q FOR USE OF THE SERVICES OR

ANY CONTENT IS TO STOP USING THE SERVICES. THAT SAID, IF NIGHTLIFE Q IS FOUND

TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH IS IN ANY WAY

CONNECTED WITH YOUR USE OF THIS SERVICES OR ANY CONTENT, NIGHTLIFE Q'S

LIABILITY SHALL NOT EXCEED US $100.00. APPLICABLE LAW MAY NOT ALLOW

THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR

CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY

NOT APPLY TO YOU.

12. PRIVACY

NIGHTLIFE Q’s Privacy Policy, which is incorporated into these Terms of Service by this reference,

further describes the collection and use of Personal Information on this Services.

13. INDEMNIFICATION

You agree to indemnify, defend and hold harmless NIGHTLIFE Q and our parent, subsidiaries,

affiliates, partners, officers, directors, agents, contractors, licensors, service providers,

subcontractors, suppliers, interns and employees, harmless from any claim or demand, including

reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these

Terms of Service or the documents they incorporate by reference, or your violation of any law or

the rights of a third-party.

14. EXPORT CONTROL AND LEGAL COMPLIANCE

You represent and warrant that you are not (a) located in a country that is subject to a U.S.

Government embargo, or that has been designated by the U.S. Government as a "terrorist

supporting" country; and (b) listed on any U.S. Government list of prohibited or restricted

parties.

15. MISCELLANEOUS

You agree that the Services and the Website shall be deemed a passive Website solely based in Nevada,

USA, which does not give rise to personal jurisdiction over NIGHTLIFE Q in jurisdictions other than

Nevada. You agree that this Services, Terms of Service, Privacy Policy and any dispute between

you and NIGHTLIFE Q shall be governed in all respects by Nevada law, without regard to choice of

law provisions. You consent to the exclusive jurisdiction of the state and federal courts located in

Clark County, Nevada. NIGHTLIFE Q does not guarantee continuous, uninterrupted or secure access

to the Services, and operation of the same may be interfered with by numerous factors outside of

NIGHTLIFE Q’s control. Except where prohibited, you agree that all disputes, claims and legal

proceedings directly or indirectly arising out of or relating to the Services shall be resolved

individually, without resort to any form of class action, and exclusively in the state or federal

courts located in Clark County, Nevada. You consent to waive all defenses of lack of personal

jurisdiction and forum non-conveniens with respect to venue and jurisdiction in the state and

federal courts of Clark County, Nevada. Any cause of action or claim you may have with respect

to the Services must be commenced within one (1) year after the claim or cause of action arises.

By using the Services, you agree to receive certain electronic communications from NIGHTLIFE Q.

You agree that any notice, agreement, disclosure or other communication that NIGHTLIFE Q sends

you electronically will satisfy any legal communication requirements, including that such

communications be in writing. NIGHTLIFE Q's failure to insist upon or enforce strict performance of

any of these Terms of Service shall not be considered a waiver of any provision or right. Neither

the course of conduct between the parties nor trade practice shall modify any of these Terms of

Service. If any provision of these Terms of Service is held to be invalid or unenforceable, such

provision shall be struck and the remaining provisions shall be enforced. Headings are for

reference purposes only and in no way define, limit, construe or describe the scope or extent of

such section. NIGHTLIFE Q may assign its rights and duties under these Terms of Service to any party

at any time without notice to you. These Terms of Service set forth the entire understanding and

agreement between us with respect to the subject matter hereof.

16. TERMINATION

NIGHTLIFE Q reserves the right in its sole discretion to terminate your account, delete your profile

and any of your User Content, and restrict your use of all or any part of the Services for any or

no reason, without notice, and without liability to you or anyone else. NIGHTLIFE Q also reserves the

right to block users from certain IP addresses or Device numbers and prevent access to the

Services. You understand and agree that some of your User Content, such as that which may be

displayed outside your profile, in activity feeds, in other parts of the Services, or on other

websites or applications (e.g., Facebook, Twitter, Google, etc.), may continue to appear on the

Website or on other applications or websites even after your User Content is removed or your

account is terminated. These Terms of Service remain in effect even after your account is

terminated. The Terms of Service relating to Intellectual Property, Indemnification, User Content

Disclaimer, Warranty Disclaimer, Limitation of Liability, Miscellaneous, Severability shall

survive any termination.

17. CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at info@nightlifeq.com.

 


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Las Vegas, NV

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