Please Read Carefully
By creating an account, logging in, initiating checkout, completing checkout, making a Booking, or otherwise accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Statement.
Definitions
- Account: The user account you create to access certain Platform features.
- Booking: Any reservation, ticket purchase, table request, bottle service reservation, package request, deposit payment, full payment, or other transaction facilitated through the Platform.
- Content: Text, photos, videos, reviews, messages, comments, data, graphics, and other materials posted on or through the Platform.
- Order Fee: An order level fee charged in connection with a Booking, which may include NightUp's commission and payment processor charges.
- Payment Processor: Stripe, Inc. and/or any other third party payment processor used by NightUp.
- Privacy Statement: NightUp's then-current privacy statement or privacy policy describing NightUp's collection, use, disclosure, and retention of personal information.
- User Content: Content you submit, upload, post, transmit, or otherwise provide through the Platform, including photos, reviews, messages, chat content, and Feedback.
- Feedback: Suggestions, ideas, proposals, comments, bug reports, feature requests, or other feedback regarding the Platform or our services.
- Vendor: A third party venue, club, lounge, promoter, organizer, agency, or other provider that lists, offers, sells, fulfills, or manages tickets, tables, bottle service, or related experiences through the Platform.
- Vendor Rules: Any Vendor or venue rules, admission conditions, dress code requirements, identification requirements, conduct rules, timing requirements, capacity restrictions, or other policies disclosed in a listing, at checkout, in booking confirmations, at entry, or otherwise by the Vendor.
Eligibility & Account Registration
- 2.1 Minimum Age: You must be at least 18 years old to create an Account or use the Platform.
- 2.2 Alcohol-Related Offerings: You must be at least 21 years old for any Booking involving alcohol service. Vendors are solely responsible for ID checks.
- 2.3 No Use by Children: The Platform is not directed to children under 18.
- 2.4 Authority: If you use the Platform on behalf of another person or entity, you represent and warrant that you have authority to bind that person or entity to these Terms.
- 2.5 Account Information: You agree to provide accurate, current, and complete information and to promptly update such information if it changes.
- 2.6 Account Security: You are responsible for maintaining the confidentiality of your credentials and for all activity under your Account.
- 2.7 Verification: We may require identity verification, fraud checks, or additional information before allowing certain transactions.
- 2.8 Account Limits: NightUp may limit the number of accounts associated with a person, phone number, email, or payment method.
- 2.9 Right to Refuse Service: To the extent permitted by law, NightUp may refuse any Booking, transaction, feature access, or Platform access at any time for fraud prevention, legal compliance, risk management, or Platform integrity.
The Platform & Marketplace Role
- 3.1 Marketplace Only: NightUp is a technology platform that helps Users discover and book nightlife experiences offered by independent Vendors. NightUp is not the owner, operator, or controller of Vendors or venues.
- 3.2 No Agency: NightUp does not act as your agent, fiduciary, insurer, guarantor, or broker.
- 3.3 Vendor Responsibility: Each Vendor is solely responsible for its listings, pricing, capacity, rules, admission decisions, service quality, safety, and legal compliance.
- 3.4 No Guarantee of Admission: A Booking confirmation does not guarantee admission in all circumstances. Entry may be denied for lawful reasons including age, ID mismatch, intoxication, dress code, capacity, security concerns, or failure to satisfy Vendor requirements.
- 3.5 No Guarantee of Specific Placement or Timing: Unless expressly guaranteed by the Vendor in writing, NightUp does not guarantee specific table placement, exact entry time, queue position, lineup timing, performer appearance, bottle availability, seating location, or any other event-specific outcome.
- 3.6 No Alcohol Sales by NightUp: NightUp does not sell or serve alcohol. Alcohol-related services are provided by Vendors.
- 3.7 Third Party Services: The Platform may integrate or rely on third party services, including payment processors, communication tools, identity verification providers, telecom or OTP providers, analytics services, and other vendors. Use of such services may be subject to third party terms and privacy practices.
Bookings, Payments, Order Fees & Refunds
4.1 Booking Terms
Bookings are subject to these Terms, the applicable listing details, and any Vendor Rules disclosed in the listing, checkout flow, confirmation materials, or by the Vendor.
4.2 Pricing & Fees
The base price is set by the Vendor. NightUp may charge an Order Fee in connection with your Booking. Pricing, fees, deposits, and payment schedules will be shown at checkout.
4.3 Payment Processing
Payments are processed through a Payment Processor. By submitting payment information or completing checkout, you authorize us and/or the Payment Processor to charge your selected payment method for all amounts due, including any deposits, balances, taxes, fees, and other disclosed charges.
4.4 Payment Authorization & Corrections
You authorize us to correct pricing, fee, tax, or calculation errors and to void, reverse, adjust, or cancel transactions if a transaction is suspected to be fraudulent, unauthorized, duplicate, erroneous, technically defective, or prohibited by law or these Terms.
4.5 Order Fee — In-App & In-Person
The Order Fee may apply whether payment is made through the app or in person at the venue if the Booking or transaction was generated, initiated, or otherwise facilitated through the Platform.
4.6 Refund Policy
4.7 Vendor Liability for Event Issues
As between NightUp and the Vendor, the Vendor is solely responsible for cancellations, rescheduling, overselling, denial of entry, service failures, and event-related disputes. NightUp is not responsible for issuing refunds or compensation for Vendor-caused issues, except where NightUp chooses in its sole discretion to facilitate a resolution or where required by law.
4.8 No Duty to Investigate Vendor Disputes
NightUp may, but has no obligation to, investigate, mediate, arbitrate, or resolve disputes between you and a Vendor. Any assistance provided by NightUp is voluntary and does not create a duty, agency relationship, or liability.
4.9 Chargebacks & Disputes
If you initiate a chargeback or payment dispute, we may suspend or terminate your Account, cancel current or future Bookings, refuse future Bookings, and report relevant information to the Payment Processor, Vendors, banks, card networks, or law enforcement.
4.10 Offsets & Collections
To the maximum extent permitted by law, NightUp may offset amounts you owe against credits, refunds, or balances otherwise available to you, and may pursue collections or other lawful remedies to recover unpaid amounts.
4.11 No Resale or Scalping
You may not resell, transfer for value, scalp, or commercially exploit a Booking unless the Platform expressly permits such transfer or resale. We may cancel Bookings suspected of unauthorized resale.
4.12 Booking as Limited Right
A Booking is a limited, revocable contractual right to access or request the applicable experience. It is not property, is not redeemable for cash, and may be revoked for reasons described in these Terms or Vendor Rules.
User Conduct & Prohibited Activities
You agree not to, and not to assist, encourage, or permit others to:
- Use the Platform in violation of any applicable law, regulation, or court order
- Provide false age, identity, contact, or payment information
- Engage in fraud, chargeback abuse, identity theft, or deceptive conduct
- Use bots, scripts, scrapers, or automated means to access, monitor, extract, or interact with the Platform without written consent
- Circumvent, disable, or interfere with security features, fraud controls, rate limits, or technical protections
- Reverse engineer, decompile, or disassemble the Platform
- Upload content that is unlawful, defamatory, threatening, hateful, sexually explicit, infringing, or otherwise objectionable
- Promote illegal drug activity, human trafficking, or any illegal service
- Use the Platform to spam, phish, solicit, advertise, or send unauthorized commercial communications
- Interfere with any Vendor's operations, staff, patrons, venue rules, or security procedures
- Use the Platform in a way that could damage, disable, overburden, or impair the Platform or other users' access
- Attempt to obtain unauthorized access to any Account, data, system, or network connected to the Platform
- Encourage users or Vendors to bypass the Platform to avoid fees when the transaction originated through the Platform
- Abuse promo codes, loyalty points, referral programs, or promotions
- Use the Platform in violation of U.S. export control or sanctions laws
User Content, License & Moderation
6.1 Your Responsibility for User Content
You are solely responsible for your User Content and for the consequences of posting or transmitting it. You represent and warrant that you own or have all rights necessary to submit the User Content and to grant the licenses in these Terms.
6.2 License to NightUp
By submitting User Content, you grant NightUp a worldwide, perpetual, irrevocable, non-exclusive, transferable, sublicensable, royalty-free license to host, store, use, reproduce, display, publish, adapt, modify, distribute, and otherwise exploit such User Content for any purpose, including operation, analytics, moderation, marketing, and advertising.
6.3 Moral Rights Waiver
To the extent permitted by law, you waive and agree not to assert any moral rights, attribution rights, publicity rights, or similar rights in connection with NightUp's permitted use of your User Content.
6.4 Public Content
Reviews, ratings, photos, and other content you submit may be visible to Vendors, other users, and the public, depending on Platform settings and functionality.
6.5 Moderation Rights
NightUp may monitor, review, remove, restrict, edit, disable access to, preserve, disclose, or investigate Content, Accounts, messages, or activity at any time, with or without notice, for any reason, including suspected violations, fraud, safety concerns, or legal compliance.
6.6 Moderation Methods
NightUp may use a combination of automated systems, manual review, service providers, and Vendor-level controls to moderate content and activity.
6.7 Feedback License
If you provide Feedback, you grant NightUp a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, commercialize, and otherwise exploit the Feedback without compensation, notice, or attribution to you.
6.8 No Duty to Retain Content
NightUp is not obligated to publish, maintain, or retain any User Content, except as required by law.
Promotions, Referrals & Credits
- NightUp may offer promotions, discount codes, referral programs, loyalty points, credits, incentives, sweepstakes, or similar programs.
- NightUp may modify, suspend, or terminate any Program at any time and without notice.
- Credits and points have no cash value, are not transferable unless expressly permitted, and may be revoked for suspected abuse or fraud.
- 7.4 Errors & Reversals: NightUp may correct errors in Program balances, rewards, or redemptions and reverse improperly issued benefits.
Communications & Electronic Consent
- By using the Platform, you consent to receive communications electronically, including by email, in-app messaging, push notifications, and other digital methods.
- We may send transactional messages relating to your Account, Bookings, payments, security, fraud alerts, support, or legal notices.
- If you provide a phone number, you consent to receive transactional calls or texts for authentication, OTP, booking confirmations, and fraud alerts.
- 8.4 Marketing Communications: We may send marketing communications where permitted by law and subject to your communication preferences and opt-out rights.
- 8.5 Third Party Messaging Tools: We may use third party tools, including support or chat providers, to provide messaging and customer support functionality. Your interactions through such tools may be processed by those providers on our behalf.
- Calls, chats, or support interactions may be monitored or recorded for quality assurance, training, fraud prevention, and dispute resolution.
Privacy & Data Practices
- Our collection, use, disclosure, and retention of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference.
- NightUp may retain records for at least five (5) years for fraud prevention, dispute resolution, enforcement, audits, and legal compliance.
- 9.3 No Data Portability Commitment: Unless required by applicable law, NightUp is not obligated to provide data export or portability services for user accounts.
- NightUp does not currently collect biometric data or health information as part of its standard user flow.
- 9.5 Accessibility: NightUp strives to conform to WCAG 2.1 AA accessibility guidelines. If you encounter accessibility barriers, please contact us.
- 9.6 Consumer Law Savings: Nothing in these Terms is intended to limit rights that cannot be waived under applicable consumer protection laws.
Intellectual Property & Platform License
10.1 Ownership
The Platform, including its software, code, interfaces, layout, design, text, graphics, logos, trademarks, and other content (excluding User Content and Vendor content), is owned by or licensed to NightUp and is protected by intellectual property and other laws.
10.2 Limited License to You
NightUp grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for your personal, non-commercial use.
10.3 Restrictions
You may not use, copy, reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, republish, transmit, sell, license, or otherwise exploit any part of the Platform except as expressly permitted by these Terms.
10.4 Trademark Rules
You may not use NightUp's names, logos, or marks without prior written permission, except for nominative references permitted by law.
10.5 App Store Providers
If you download the app through Apple App Store, Google Play, or another app marketplace, you acknowledge that those providers are not parties to these Terms and are not responsible for the Platform. Additional terms from those providers may apply.
10.6 Copyright & IP Complaints
If you believe content on the Platform infringes your copyright or other intellectual property rights, contact us with sufficient detail to investigate and respond.
Assumption of Risk & Venue Rules
11.1 Inherent Risks
Nightlife activities, events, crowds, travel, alcohol service, and venue attendance involve inherent risks, including injury, illness, assault, theft, property loss, intoxication-related harm, transportation incidents, and other risks that may occur before, during, or after an event.
11.2 User Responsibility
You are solely responsible for your conduct, decisions, health, transportation, companions, consumption choices, and personal property. You should use good judgment, comply with the law, and follow venue and security instructions.
11.3 Vendor & Venue Rules
You must comply with all applicable Vendor Rules, including dress code, age verification, identification requirements, security screening, conduct rules, and capacity restrictions.
11.4 No Safety Guarantee
NightUp does not inspect every venue, does not supervise venue staff or security, and does not guarantee the safety, legality, quality, cleanliness, accessibility, or suitability of any venue, event, or Vendor.
11.5 Release
To the maximum extent permitted by law, you release NightUp and its affiliates from claims arising out of or relating to any Vendor acts or omissions, venue conditions, event conditions, alcohol service, denial of entry, cancellation, or other losses occurring in connection with a Booking, except to the extent caused by NightUp's fraud, willful misconduct, or non-waivable legal obligations.
11.6 Unknown Claims Waiver
To the maximum extent permitted by law, the release in Section 11.5 applies to claims you do not know or suspect to exist at the time of the release. If your jurisdiction prohibits such waivers, this section applies only to the maximum extent permitted by law.
Disclaimers of Warranties
12.3 No Warranty of Availability
NightUp does not warrant that the Platform will be uninterrupted, secure, error-free, or free of viruses or other harmful components, or that defects will be corrected.
12.5 No Advice
Information provided through the Platform is for general informational purposes only and is not legal, medical, safety, or financial advice.
Limitation of Liability
13.3 No Liability for Event Outcomes
Without limiting the foregoing, NightUp will not be liable for cancellations, rescheduling, oversold events, denial of entry, changes to lineups or services, venue closures, liquor service issues, or failure of a Vendor to honor a Booking.
13.5 Application Across Legal Theories
The limitations in these Terms apply regardless of the legal theory asserted, including contract, tort, negligence, strict liability, or statutory theory, to the extent permitted by law.
13.6 Jurisdictional Limits
Some jurisdictions do not allow certain warranty disclaimers or limitations of liability. In those jurisdictions, the foregoing provisions apply only to the maximum extent permitted by law.
Indemnification
You agree to defend, indemnify, and hold harmless NightUp and its affiliates from and against any claims, liabilities, losses, damages, and expenses arising out of or relating to:
- Your use or misuse of the Platform
- Your Bookings or attendance at events
- Your User Content
- Your violation of these Terms or any law
- Fraud, payment disputes, chargebacks, or other misconduct associated with your Account
- Your negligence or willful misconduct in connection with a Vendor or venue
Suspension, Termination & Restrictions
- NightUp may suspend, restrict, disable, or terminate your Account with or without notice at any time for any lawful reason.
- Grounds include suspected fraud, chargebacks, non-payment, security risk, abusive behavior, or violation of these Terms.
- Upon termination, your right to use the Platform ends immediately.
- 15.4 Booking Consequences: We may cancel, void, or restrict Bookings associated with suspended or terminated Accounts where necessary for fraud prevention, legal compliance, risk management, or platform integrity, subject to applicable law.
- 15.5 No Obligation to Restore: NightUp is not obligated to restore access to your Account, User Content, booking history, or balances after suspension or termination, except as required by law.
Contractual Time Limit to Bring Claims
Dispute Resolution & Mandatory Arbitration
17.1 Informal Resolution First
Before starting arbitration or litigation, you and NightUp agree to attempt to resolve disputes informally for at least 30 days. The complaining party must send a written notice of dispute and participate in good-faith discussions.
17.2 Notice of Dispute Requirements
Your notice must include your full name, account email, phone number (if any), a description of the claim, relevant facts, the date(s) of the relevant event(s), the specific relief requested, and any reasonably available supporting information. Notices to NightUp must be sent to legal@nightup.vip or by mail to NightUp, Inc., Attn: Legal Department, 1111B S Governors Ave #53933, Dover, DE 19904.
17.3 Governing Law
These Terms are governed by the laws of the State of Maryland, without regard to conflict of laws principles.
17.4 Agreement to Arbitrate
Disputes will be resolved by final and binding arbitration administered by the AAA under its Consumer Arbitration Rules. The arbitration will be seated in Baltimore, Maryland.
17.5 Exceptions to Arbitration
Either party may bring an individual claim in small claims court if it qualifies. NightUp may seek injunctive or equitable relief in court to protect intellectual property, confidential information, platform security, or against fraud, abuse, or unauthorized access.
17.7 Class Action Waiver
17.8 No Class Arbitration
To the maximum extent permitted by law, the arbitrator may not preside over, consolidate, or conduct any class, mass, collective, representative, or private attorney general arbitration.
17.9 Jury Trial Waiver
To the maximum extent permitted by law, you and NightUp waive any right to a jury trial in any proceeding permitted to be brought in court.
17.10 Batch Arbitration
If 25 or more similar claims are filed by the same or coordinated counsel, AAA may administer them in batches for efficiency. This is an administrative mechanism only and does not authorize class arbitration.
17.11 Arbitrator Authority
The arbitrator will have exclusive authority to resolve disputes regarding interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court may decide the enforceability of the class action waiver if required by law.
17.12 Severability of Arbitration Provisions
If any provision of this Section 17 is found unenforceable, that provision shall be severed and the remainder enforced to the fullest extent permitted by law.
17.13 Opt Out Right
You may opt out of this arbitration agreement by emailing legal@nightup.vip with subject "Arbitration Opt Out" within 30 days after you first accept these Terms. Your notice must include your full name, account email, phone number (if any), and a clear statement that you wish to opt out.
Changes, Force Majeure & Miscellaneous
18. Changes to Terms
NightUp may modify these Terms at any time by posting updated Terms. Modifications are effective immediately upon posting. Your continued use constitutes acceptance of updated Terms. If you do not agree to updated Terms, you must stop using the Platform.
19. Force Majeure
NightUp will not be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, terrorism, internet outages, pandemics, banking or payment network disruptions, government actions, or acts or omissions of third party service providers.
20. Assignment
NightUp may assign its rights or obligations without notice or your consent, including in connection with a merger, acquisition, or sale of assets. You may not assign your rights without NightUp's prior written consent. Any attempted assignment in violation of this section is void.
21. Notices & Electronic Records
NightUp may provide notices to you by in-app message, push notification, email, SMS, or posting on the Platform. Legal notices to NightUp must be sent to legal@nightup.vip or by mail to NightUp, Inc., Attn: Legal Department, 1111B S Governors Ave #53933, Dover, DE 19904. Electronic records and signatures are binding to the same extent as paper records and handwritten signatures, subject to applicable law.
22. Miscellaneous
- Entire Agreement: These Terms and the Privacy Statement constitute the entire agreement between you and NightUp regarding the Platform.
- No Waiver: NightUp's failure to enforce any provision is not a waiver of that provision.
- Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
- No Third Party Beneficiaries: Except as expressly stated, these Terms do not create rights in any third party.
- Survival: Provisions regarding payments, User Content licenses, disclaimers, limitation of liability, indemnification, claim deadlines, dispute resolution, and miscellaneous terms survive termination.