NOCTO | Terms and Conditions

Terms & Conditions

Version 1.0, valid from 20 May 2018

1. Introduction

Welcome to Nocto! Nocto International B.V. is a company registered as of January 2017, in Rotterdam, The Netherlands. The intent of Nocto is to help our community members to seize the night by using our apps and/our platform. Our Members are: (1) Individuals above the age of 18 who are looking for better nightlife experiences (People), (2) bars, clubs, restaurants, hotels etc. who aim to offer their audiences with better nightlife experiences (venues), and (3) event organizers, artists, festivals etc. who aim to offer their audiences with better nightlife experiences (groups).

There will be updates to these Terms & Conditions (“T&Cs”) from time to time. At the top of this page you find the version date of our T&Cs. The latest version supersedes all previous versions, is always available and is in force. You are bound by our latest version of these T&Cs and by using our Services, you consent to our T&Cs. You are responsible for your actions. Your privacy is of course essential to us! Nocto is responsible, within the limit of our resources, to keep the data you provide us as safe as possible and complying with GDPR.

Our apps and online platform (functions, tools, content etc) and In Real Life meetings (all together, “Service” or “Services”) was launched in January 2017. From time to time, there will be updates to our Services. Nocto reserves the sovereign right to amend, remove or vary our Services as we see fit.

If there are differences between language versions inside of Nocto, the English version has precedence.

2. Terms of Use

Your use of our Services is subject to you accepting our T&Cs as set forth herein.

You agree that by clicking “Apply”, “Join Now”, “Register”, “Sign Up” or similar, registering, accessing or using our Services, you are agreeing to enter into a legally binding contract with Nocto. If you do not agree to this contract (“Contract” or “User Agreement”), do not click “Apply” (or similar) and do not access or otherwise use any of our Services. If you wish to terminate this contract at any time you can do so by closing your account and no longer accessing or using our Services.

You agree that you will provide us with true and correct personal information such as your valid, current email address, both at the time of your registration with us and from time to time as your information changes. You will also provide other personal information that is required in order for Nocto to provide the best possible Services to you and all our Members.

Our Services is intended to benefit all community members through positive use. Nevertheless, you should understand that by using our Services, you may be exposed to information that can be offensive, indecent or objectionable. If you interact or transact with any Member who you feel is acting or has acted inappropriately, you should immediately notify us via Contact Us. Unacceptable actions or behavior includes, but is not limited to;

any form of fraud or known incorrect usage;
infringement of any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
link directly or indirectly to any materials to which you do not have a right to link to;
violation of any law, statute, ordinance or regulation; defamatory, unlawfully threatening or unlawfully harassing;
obscene or contain photographs of unclothed person(s);
use of or inclusion of viruses, Trojan horses, worms, logic bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
intent to create liability for us or cause Nocto or other Members to lose (in whole or in part) tangible or intangible value.

In short, you are responsible for your actions and will take the consequences for them. Nocto welcomes and encourages all Members to provide improvement suggestions in order to further enhance Nocto and the functionalities to the benefit of all our Members and to society as a whole.

3. Membership

Our Service is available to all individuals who are at least 18 years of age. Our Service is not available to any temporarily or indefinitely suspended Nocto Member.

As a Member of the first type (People), you warrant that you are at least 18 years of age. Members of this group can download the free Nocto mobile app on both the iOS Apple Store as well as the Google Play Store. Nocto reserves the right to, temporarily or permanently, suspend or ban any user that uploads inappropriate content, harasses other members, or is reported for other reasons.

As a Member of the second type (Venues), you warrant that you are at least 18 years of age, and that you are an official representative of the venue who’s name you are registering and representing within the Nocto community platform. Nocto reserves the right to, temporarily or permanently, suspend or ban any venue and/or venue representative that uploads inappropriate content, harasses other members, is reported for other reasons or that fails to comply with the venue’s obligations.

As a Member of the third type (Groups), you warrant that you are at least 18 years of age, and that you are an official representative of the groups who’s name you are registering and representing within the Nocto community platform. Nocto reserves the right to, temporarily or permanently, suspend or ban any group and/or group representative that uploads inappropriate content, harasses other members, is reported for other reasons or that fails to comply with the group’s obligations.

You are responsible for your actions and will take the consequences for them. Nocto reserves the sovereign right to decide on exclusion or any other type of sanctions we see fit. You understand and consent to avoid anything that can be judged reason for exclusion or other type of sanctions by Nocto. If you would get excluded, get any other type of sanction or be banned, you understand there will be no refunds or any other forms of compensation from Nocto or its representatives to you.

4. Fees & Payments

As a Member of the first type (People), the Nocto mobile app is free to download, and carries no automatic charges. Within the app, people can collect Nocs (Nocto’s digital token) by proactively contributing to the community by posting Insights (pictures and/or videos) that help others (measured by likes received), and by inviting their friends to join. People may spend their Nocs to purchase Deals as offered by Nocto’s other community members. Within the app, there may be the option to purchase Nocs, but this is in no way obliged on any user, and should a user choose to purchase Nocs, it is entirely their choice to do so.

As a Member of the second type (Venues), the Nocto community platform is free to join until a currently undetermined date, by registering your venue (or adding it assuming the venue is not already in our community). Once the date from which a membership fee will be applied has been decided upon and announced, all registered venues and venues that apply thereafter will be informed in due time about the upcoming membership fee. There will be no automatic charges, such that all venues that wish to continue to use, or to join, the Nocto community platform, will need to have accepted the terms and to have paid the membership fee upfront. Within the platform, venues can collect Nocs (Nocto’s digital token) by proactively contributing to the community by offering Deals and receiving the Nocs that people spend to purchase their offered Deals. Venues may then spend their Nocs to purchase premium features in the Nocto community platform. Within the platform, there may be the option to purchase Nocs (Nocto’s digital token), but this is in no way obliged on any venue or venue representative, and should a venue representative choose to purchase Nocs, it is entirely their choice to do so.

As a Member of the third type (Groups), the Nocto community platform is free to join until a currently undetermined date, by registering your group. Once the date from which a membership fee will be applied has been decided upon and announced, all registered groups and groups that apply thereafter will be informed in due time about the upcoming membership fee. There will be no automatic charges, such that all groups that wish to continue to use, or to join, the Nocto community platform, will need to have accepted the terms and to have paid the membership fee upfront. Within the platform, groups can collect Nocs (Nocto’s digital token) by proactively contributing to the community by offering Deals and receiving the Nocs that people spend to purchase their offered Deals. Groups may then spend their Nocs to purchase premium features in the Nocto community platform. Within the platform, there may be the option to purchase Nocs (Nocto’s digital token), but this is in no way obliged on any group or group representative, and should a group representative choose to purchase Nocs, it is entirely their choice to do so.

Some Services may also include the opportunity for a Member to charge for a Service (s)he provides through our Service. The offering Member can then decide on their fee at their sole discretion. Nocto reserves the sovereign right to set and change the number of free days and fees when and as we see fit. You agree to pay the fees for your continued use of our Services and what is offered through our Service by other Members. Payment for the Services are to be made by you in full and in advance through the specified payment method if nothing else is separately agreed. Payments that you make to any other Member are subject to that Member's policies and applicable law. You acknowledge that Nocto does not control the transaction and that you bear all risk in connection with the transaction.

If you believe any payment to Nocto or another Member is in error, you must contact the correct party to seek resolution. You should use common sense and be careful in deciding whether to make a payment to a Member. Nocto cannot ensure that a Member is legitimate and truthful, that he or she will use payments as promised, or that you will be happy with the Service provided. Your correspondence or business dealings with other Members including payment and related services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the applicable Member. Any Member who receives compensation from another Member acknowledge and agree that such receipt is a third-party transaction that Nocto has no responsibility for. Nocto is not acting as an agency in any way or form.

Unless otherwise stated, all our fees are in Euro’s (€), exclusive of Value Added Tax (VAT) and billed in advance.

5. Intellectual Property, Trademarks and other Proprietary Rights

For the purposes of these T&Cs, Intellectual Property Rights (“Intellectual Property Rights”) means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

We respect all Intellectual Property Rights of others. Posting content that violates another party's intellectual property rights is prohibited. You acknowledge and agree that our Platform contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You also acknowledge and agree that content contained in advertisements or information presented to you through our Platform or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as consented to by Nocto or advertisers in writing, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on our Platform, in whole or in part.

If you believe that your Intellectual Property has been copied in a way that constitutes an infringement and is accessible via our Service, please notify us via Contact Us and provide proof of your ownership right and what you believe is appropriate evidence of the violation in order for us to investigate the case. If you knowingly misrepresent that information accessible through our Services is infringing, you may be subject to criminal prosecution for perjury with consequences of civil penalties, including monetary damages, court costs and attorneys' fees. You agree not to display or use in any manner the Nocto name and/or logo without Nocto's prior written consent.

6. Member Information, Content & Safety

When you register for Membership with Nocto, you agree to make the requested information about you visible to other registered Nocto Members and parts of the requested information about you visible to non-registered Nocto Members. The intent with this is to improve the possibility for our Members to seize the night. We care about the privacy of our Members. You understand that by using the Service you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed, as needed for Nocto to provide our Services.

Subject to your compliance with our T&Cs, Nocto grants you a limited, non-exclusive, non-transferable license, to access and view any Nocto Content solely for your personal and non-commercial purposes solely for the purposes expressly permitted by the Service. You have no right to sublicense the license rights granted in this section unless separately and in advance consented to by Nocto. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Service, except as expressly permitted in these T&Cs. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Nocto.

We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit profile information, comments, questions, Feedback, reviews, pictures, videos and other content or information (“Member Content”). For the avoidance of doubt, Member Content shall include all information posted, transmitted, or otherwise made available by Members on the Service in connection with the creation of a Membership or usage of our Services.

6.1 You agree not to post Member Content that:

may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
may create a risk of any other loss or damage to any person or property;
seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
may constitute or contribute to a crime or tort;
contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), threatening, profane, or otherwise objectionable;
contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
contains any information or content that you know is not correct and current or
violates any school or other applicable policy, including those related to cheating or ethics.

You agree that any Member Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights or rights of privacy. To the extent that your Member Content contains music or other audio and/or video, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such Member Content and have the power to grant the license granted below. Nocto reserves the right, but is not obligated, to reject, modify and/or remove any Member Content that Nocto believes, in its sole discretion, violates these provisions. You understand that publishing your Member Content on the Service is not a substitute for registering it with a Copyright Organization.

6.2 In connection with your Member Content, you affirm, represent and warrant the following:

You have the written consent of each and every identifiable natural person in the Member Content to use such person’s name or likeness in the manner contemplated by the Service and these T&Cs, and each such person has released you from any liability that may arise in relation to such use.
Your Member Content and Nocto's use thereof as contemplated by these T&Cs and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
Nocto may exercise the rights to your Member Content granted under these T&Cs without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
To the best of your knowledge, all the Member Content and other information that you provide to us is truthful and accurate.

Nocto takes no responsibility and assumes no liability for any Member Content that you or any other Member or third-party posts or sends over the Service. You shall be solely responsible for your Member Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your Member Content. You understand and agree that you may be exposed to Member Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Nocto shall not be liable for any damages you allege to incur as a result of Member Content. By posting any Member Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Nocto a royalty-free, sub licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Member Content and your name, voice, and/or likeness as contained in your Member Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Nocto’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each Member of the Service a non-exclusive license to access your Member Content through the Service, and to use, reproduce, distribute, display and perform such Member Content as permitted through the functionality of the Service and under these T&Cs.

6.3 You acknowledge and agree that Nocto may disclose your Member Content if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to:

comply with a current judicial proceeding, a court order or legal process served on us or our website,
enforce these T&Cs,
respond to claims that your Member Content violates the rights of third parties;
protect the rights, property or personal safety of Nocto, its employees, Members and the public; or
enable the transfer or sale to another entity of all or substantially all of our stock or assets in the line of business to which these T&Cs relates, or upon any other corporate reorganization, subject to the promises made in these T&Cs.

We also may disclose any information about you to law enforcement or other government officials as we, in our sole discretion, believe necessary or appropriate, in connection with an investigation of fraud, intellectual property infringements, or other activity that is illegal or that we believe may expose us or you to legal liability. Nocto collects registration and other information about you through the Platform. Our collection, use, and disclosure of this information is governed by the Nocto Privacy Policy. When you complete our registration process you will create a password that will enable you to access our Services. You agree to maintain the confidentiality of your password and are fully responsible for all liability and damages resulting from your failure to maintain that confidentiality and all activities that occur through the use of your password. You agree to immediately notify us of any unauthorized use of your password or any other breach of security. You agree that Nocto cannot and will not be liable for any loss or damage arising from your failure to comply with this.

7. Links & Other Parties

Our Services may contain links to third-party websites or resources. You acknowledge and agree that Nocto is not responsible or liable for:

the availability or accuracy of such websites or resources; or
the content, products, or services on or available from such websites or resources.

Links to such websites or resources do not imply any endorsement by Nocto of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. This Website must not be framed on any other site, nor may you create a link to any part of this Website other than the home page. We reserve the right to withdraw linking permission without notice.

8. Warranties

Your use of our Services is at your sole risk. Our Platform is provided to you "as is" and on an "as available" basis. We specifically disclaim all warranties and conditions of any kind, whether expressed, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We disclaim any warranties regarding the security, reliability, timeliness, and performance of our Services. We disclaim any warranties for services or goods received through or advertised through our Services or received through any links provided through our Services.

You understand and agree that you use, download or otherwise obtain material or data through the use of our Services at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results from the download or use of such material or data. You understand and agree that you are responsible for your activities on or related to our Services and you will take the consequences for your own development and the development of your ideas, intentions, plans and anything else related to the intent of our Services and the reason why you use our Services.

9. Liability

Our Services and the information and support you find and use on or through our Services are provided without any guarantees, conditions or warranties as to its accuracy. Unless expressly stated to the contrary to the fullest extent permitted by law, Nocto, our Members, other content providers and advertisers hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity and shall not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use, performance or failures of our Services or Linked Sites and any materials posted thereon, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise.

10. Indemnification

You agree to release, defend, indemnify, and hold Nocto and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of our Services; (b) your Member Content; and (c) your interaction with any Member, or your breach of these T&Cs.

11. Termination and Cancellation

You agree that we, in our sole discretion, may issue a warning, temporarily suspend, indefinitely suspend, remove or irreversibly anonymize content or information you have posted, or terminate your account, or your ability to use any portion or all of our Services, for any reason, including, but not limited to, without limitation,

for lack of use,
if we believe that you have violated or acted inconsistently with the letter or spirit of our T&Cs or the documents or agreements it incorporates by reference,
if we are unable to verify or authenticate any information you provide to us, or
if we believe that your actions may cause legal liability for you, our Members or us.

You agree that any termination of your account or access to all or any portion of our Services under any provision of these T&Cs may be effected without prior notice, and 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 our Services. You also agree that we shall not be liable to you or any third party for any termination of your use of or access to all or any portion of our Services. Termination or suspension of your use of our Services will not result in refunds of any fees or other charges paid, if any, and you will forfeit the remaining period of your paid membership fee, if any.

12. Waiver

Nocto's failure to exercise or enforce any right or provision swiftly in these T&Cs shall not constitute a waiver of such right or provision and does not waive our right to act with respect to subsequent or similar breaches. By agreeing to these T&Cs, all disputes, claims or controversies arising out of or relating to these T&Cs decided by negotiation, neutral mediation and/or neutral arbitration, you are giving up any rights you might possess to have those matters litigated in a court or jury trial. Also, by agreeing to these T&Cs you are giving up your judicial rights to discovery and appeal except to the extent that they are specifically provided for under these T&Cs. If you refuse to submit to arbitration after agreeing to this provision, you may be compelled to arbitrate under federal or state law.

13. Entire Agreement

These T&Cs constitutes the entire Agreement (“Agreement”) between you and Nocto, superseding any prior agreements between you and Nocto. To the extent that you have previously registered with Nocto and provided your information, this Agreement now governs how Nocto may use your Member Content, whether provided in the past or the future. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and Nocto is intended or created by this Agreement.

14. Law and Jurisdiction

Dutch courts will have non-exclusive jurisdiction over any claim arising from, or related to, these T&Cs and our Services. These T&Cs and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with laws of Rotterdam, The Netherlands.

You agree that this Agreement, all rights herein, and all incorporated agreements may be automatically assigned by Nocto, in our sole discretion, to one or more third parties in the event of a merger, acquisition, corporate reorganization, sale of all or substantially all of Nocto's assets, or similar transaction. If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, you and Nocto nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.

The parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement including the documents it incorporates by reference, your use of our Services, your Member Content, your violation of any law or the rights of a third party, or your participation in activities organized by or through our Services.

15. Contact

Except as otherwise stated in this Agreement or as expressly required by local law, any notice to us shall be given by either;

1. certified postal mail to: Nocto International B.V., Churchillplein 44, 3011 EW Rotterdam, The Netherlands, or
2. by email to: info@noctoapp.com

Any notice to you shall be given to the email address that you provided us during the registration process.

Notice given by postal mail shall be considered given five (5) days after receiving the mailing in our postbox.

Notice shall be considered within 48 hours after the mail has been received.

The abuse of alcohol is dangerous to your health, please consume in moderation.