Terms & Conditions
Effective July 22, 2026
Please read these Terms carefully. They form a binding agreement between your business and Nightly Slate governing your use of the NyteBoard platform, the Slate assistant, the website builder, and the advertising marketplace. They include limitations of liability and an indemnity you should review.
01Agreement to These Terms
These Terms & Conditions ("Terms") govern your access to and use of the Nightly Slate platform, including the NyteBoard display product, the Slate assistant, the website builder, the advertising marketplace, and any related websites, applications, and services (together, the "Service"), operated by Nightly Slate ("Nightly Slate," "we," "us," or "our").
These Terms apply to everyone who uses the Service, including: (a) restaurants and similar businesses that subscribe to the Service ("Customers"); (b) individual users a Customer invites, including administrators, managers, and staff or employee accounts ("Authorized Users"); and (c) businesses that purchase advertising through the advertising marketplace ("Advertisers"). Sections that apply only to Advertisers are identified as such.
By creating an account, setting a password, accepting an invitation, purchasing advertising, or otherwise accessing or using the Service, you agree to be bound by these Terms on behalf of yourself and the business you represent. If you do not agree, do not use the Service.
These Terms incorporate by reference our Privacy Policy, available at https://www.nightlyslate.com/privacy, which forms part of this agreement.
02The Service
Nightly Slate provides a multi-tenant, cloud-based platform that lets restaurants and similar businesses display menus, specials, events, and other content on televisions, phones, and other screens; build and publish a public website; manage staff communications; and, where enabled, participate in an advertising marketplace. Content may be managed manually or through the Slate assistant.
Features, layouts, plans, and capabilities may be added, changed, or removed over time. We may make new features available only on certain plans.
03Eligibility, Accounts & Authorized Users
You must be at least 18 years old and authorized to act for your business to use the Service. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.
You agree to provide accurate account information and to keep it current. Administrators may invite additional Authorized Users, including managers and staff, and may set permissions for them. The Customer is responsible for its Authorized Users, for the accuracy of information they enter, for promptly removing access when a user leaves, and for ensuring its Authorized Users comply with these Terms.
The Customer is responsible for its own employment relationships and for any notice or consent required under applicable law before entering an employee’s information into the Service.
04Plans, Free Trial & Free Tier
New accounts may begin with a free trial of a paid plan. Unless you cancel or subscribe before the trial ends, your account may convert to a limited free tier rather than being closed. The free tier provides reduced functionality — for example, a limited number of menus and no access to the Slate assistant or certain builders — and may display advertising and Nightly Slate branding on your displays and public site.
We may change what is included in any plan, including the free tier, on a going-forward basis with notice as described in "Changes to These Terms." Accounts designated by Nightly Slate as exempt or grandfathered remain subject to whatever terms we have separately confirmed to you in writing.
05Subscriptions, Auto-Renewal & Cancellation
Paid subscriptions are billed in advance on a recurring basis (for example, monthly or annually) through our third-party payment processor. SUBSCRIPTIONS AUTOMATICALLY RENEW for successive periods equal to the then-current term unless cancelled before the renewal date. You authorize us and our payment processor to charge your payment method for all applicable fees and taxes.
We will send a renewal reminder to your account’s administrative contact before each renewal, stating the renewal date, the renewal term, and the renewal price. You may cancel renewal at any time through your account settings or by contacting us; cancellation takes effect at the end of the current billing period, and you retain access until then.
We may change our fees on a going-forward basis. Price changes take effect at the start of your next term and we will give at least thirty (30) days’ advance notice to your administrative contact.
Except where required by law, fees already paid are non-refundable and partial periods are not prorated. If a payment fails, we may suspend the Service after written notice and a reasonable opportunity to update your payment method.
06Payment Processing
Payments are processed by Stripe. We do not receive or store full payment card numbers. Your use of payment features is subject to Stripe’s applicable terms and privacy policy in addition to these Terms.
You are responsible for all taxes associated with your subscription other than taxes based on our net income.
07Advertising Marketplace — Restaurants Hosting Ads
If you enable advertising, third-party advertisements may be displayed on your screens and, where applicable, your public site, in rotation with your own content. Participation is optional and you may opt out at any time through your account settings, effective prospectively.
YOU ACKNOWLEDGE THAT ADVERTISEMENTS ARE CREATED AND SUPPLIED BY THIRD PARTIES, NOT BY NIGHTLY SLATE, AND THAT NIGHTLY SLATE DOES NOT INDEPENDENTLY VERIFY, ENDORSE, OR GUARANTEE ANY ADVERTISER, ADVERTISEMENT, PRODUCT, SERVICE, OR CLAIM. You are responsible for deciding whether to approve an advertisement for display in your venue, and for any obligation you may have under your own leases, franchise agreements, licenses, or local rules regarding what is displayed on your premises.
Where the Service offers you an approval right, an advertisement will not run in your venue until you approve it. You may reject or later remove an advertisement, and we may remove any advertisement at any time.
Compensation for hosting advertising is described in "Ad Earnings, Payouts & Taxes." We do not guarantee that any advertising will be available, sold, or displayed in your venue, or that any particular amount will be earned.
08Advertising Marketplace — Advertiser Terms
This section applies to Advertisers. By submitting advertising content ("Ad Content") or purchasing advertising, you agree to these Terms and to the ad content standards below.
Advertising is sold on a subscription basis and billed in advance through Stripe. Advertising placements are subject to acceptance. We and the hosting restaurant each may reject, pause, or remove any Ad Content at any time, for any reason or no reason, and without prior notice. Where Ad Content is rejected before it runs, we will refund or credit the corresponding fees; where it is removed after running, any refund is prorated at our reasonable discretion.
You represent and warrant that: (a) you own or have obtained all rights, licenses, consents, and releases necessary for the Ad Content and for its display through the Service; (b) the Ad Content and its display do not infringe or misappropriate any copyright, trademark, trade secret, right of publicity or privacy, or other right; (c) you have obtained written consent from every identifiable individual whose name, photograph, voice (including any simulated or synthesized voice), or likeness appears, and from the estate or heirs of any deceased individual so depicted; (d) all claims in the Ad Content are truthful, not misleading, and substantiated before dissemination; (e) the Ad Content complies with all applicable laws and with the standards below; and (f) you will disclose to us, per asset, whether the Ad Content contains AI-generated or AI-modified content, depicts a synthetic performer, or contains a digital replica of any real person.
You acknowledge that the fact that content was generated by artificial intelligence is not a defense to its inaccuracy, deceptiveness, or unlawfulness. You grant us and the hosting venues a non-exclusive, worldwide license to reproduce, resize, reformat, transcode, publicly display, and distribute the Ad Content through the Service for the term of your campaign, and you grant us the right (but not the obligation) to append or overlay any disclosure or label we believe is required by law, without that constituting an alteration or breach.
We do not accept political, electioneering, or issue-advocacy advertising.
09Ad Content Standards & Prohibited Content
Ad Content must not: (a) be false, deceptive, misleading, or unsubstantiated; (b) infringe or misappropriate any third-party right; (c) impersonate, or falsely suggest affiliation with, endorsement by, or sponsorship by, any business, government agency or official, the hosting restaurant, any other restaurant, or Nightly Slate; (d) depict any individual’s name, voice, or likeness — including any AI-generated digital replica — without documented consent; (e) contain any intimate visual depiction of an identifiable person, authentic or digitally forged, or any sexual content involving minors; (f) contain sexually explicit, hateful, harassing, threatening, or gratuitously violent material; or (g) violate any applicable law.
The following categories are prohibited in Ad Content submitted through the advertising marketplace: political, electioneering, and issue-advocacy advertising; tobacco, vapor, and nicotine products; cannabis, CBD, and hemp-derived THC or other psychoactive products; firearms, weapons, and ammunition; adult or sexually explicit content; third-party gambling, sports betting, lotteries, and games of chance or skill for money; cryptocurrency and other high-risk financial offers; and any deceptive or unsubstantiated health, medical, dietary, or earnings claims.
Third-party alcohol advertising is not accepted through the advertising marketplace. Because marketplace advertising is paid for and hosting venues may receive compensation, displaying a beverage supplier’s or other third party’s alcohol advertising on a licensed venue’s screens could implicate federal and state "tied-house" and trade-practice rules that exist to protect the venue’s liquor license. This restriction does not limit a restaurant from promoting its own drink specials and menu on its own displays and site, which is the restaurant’s own content and not Ad Content.
Where an advertisement contains a synthetic performer or other AI-generated content and applicable law requires a disclosure, the Advertiser is responsible for ensuring the required disclosure is present, clear, and conspicuous. We may require, add, geo-restrict, or refuse such content.
We may, but have no obligation to, review Ad Content before or after it runs.
10Ad Earnings, Payouts & Taxes
Restaurants that host advertising may earn compensation, which may be provided as a credit against your subscription invoice or, where available and where you have completed onboarding, as a cash payout. Amounts, rates, and the form of compensation are stated in the Service and may change prospectively on notice.
Cash payouts are made through Stripe. To receive payouts you must create and maintain a connected account, accept the Stripe Connected Account Agreement, and provide the identity, business, banking, and tax information Stripe or we reasonably require. Payouts are subject to identity and eligibility verification and may be delayed or withheld pending it.
YOU ARE RESPONSIBLE FOR ALL TAXES ON AMOUNTS YOU RECEIVE. You agree to provide a valid IRS Form W-9 or other required tax documentation, and you acknowledge that we or our payment processor may be required to report amounts paid to you to tax authorities and to issue an information return. We may withhold payouts until required tax documentation is provided.
We may offset, reverse, withhold, or claw back earnings attributable to advertising that is refunded, charged back, fraudulent, invalid, or that violated these Terms, and may set off amounts you owe us. Earnings do not bear interest. Unclaimed or unpayable balances may be handled as required by applicable unclaimed-property law.
11Your Content — Ownership & License
You retain all ownership of the content you upload or create through the Service, including your menus, images, logos, event details, and website copy ("Your Content"). As between us, no ownership is transferred.
You grant Nightly Slate a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers) and transferable license, during the term and the limited post-termination period described below, to host, store, cache, reproduce, back up, transmit, publicly display, publicly perform, distribute, index, and create derivative works of Your Content — including to modify, reformat, resize, crop, compress, transcode, convert file formats, generate thumbnails and other renditions, remove or alter embedded metadata, extract text, generate previews, and translate it — in each case solely to provide, maintain, secure, support, and improve the Service and to perform our obligations to you. This includes delivery through content delivery networks and caching infrastructure, generation of link previews and structured data for search engines and social and messaging platforms, and, where you enable it, the advertising features.
We may sublicense these rights to our hosting, storage, backup, content-delivery, and other service providers solely as necessary for them to provide services to us in support of the Service.
You represent and warrant that you own or have obtained all rights, licenses, consents, and releases necessary to grant this license — including for photographs, video, audio, music, fonts, logos, and any stock or third-party content — and that Your Content and our authorized use of it do not infringe or misappropriate the rights of any third party or violate any law.
12Likeness, Publicity & Moral Rights
A copyright license does not cover a person’s likeness. You represent and warrant that you have obtained, from every identifiable individual whose name, voice (including any simulated voice), signature, photograph, or likeness appears in Your Content, all consents and releases necessary to permit the uses licensed above, including commercial and advertising uses, and that those consents run to the benefit of Nightly Slate and its sublicensees. This includes staff, chefs, and guests appearing in photographs you upload.
To the fullest extent permitted by law, you waive, and agree not to assert, any moral rights, rights of attribution or integrity, and analogous rights in Your Content. To the extent such rights cannot be waived, you irrevocably covenant not to assert them against us or our sublicensees, and you consent to the acts licensed above — including modification, cropping, resizing, transcoding, translation, combination with other material, removal of metadata, and use without attribution.
13Public Websites & Published Content
The Service publishes content you choose to publish — including menus, photos, events, hours, and website pages — to the public internet, where it can be viewed, indexed, cached, copied, and archived by search engines, social platforms, and others. We do not control and cannot recall third-party caches, indexes, or archives.
YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND LEGALITY OF WHAT YOU PUBLISH, INCLUDING MENU ITEMS, DESCRIPTIONS, PRICES, HOURS, AND ANY NUTRITIONAL, CALORIE, INGREDIENT, OR ALLERGEN INFORMATION. We do not verify this information. If you use a custom domain, you are responsible for registering, renewing, and configuring it.
14Slate & Artificial Intelligence Features
The Slate assistant and certain other features use artificial intelligence, including third-party AI providers. When you use these features, the content and instructions you provide — which may include text and images you upload — are transmitted to and processed by those providers in order to generate a response or perform an action.
AI FEATURES ARE PROVIDED "AS IS." AI-generated output may be inaccurate, incomplete, outdated, or unsuitable, and may take actions on your content, including creating, changing, replacing, or deleting menu items and sections. YOU ARE RESPONSIBLE FOR REVIEWING AI-GENERATED OUTPUT AND ANY RESULTING CHANGES BEFORE AND AFTER THEY ARE PUBLISHED, and for confirming that anything displayed to the public — including prices and allergen information — is correct. Do not rely on AI features for legal, nutritional, health, or regulatory compliance.
As between you and us, output generated for you through the Service is treated as Your Content, and you are responsible for it on the same terms as any other content you publish. You must not submit content to AI features that you do not have the right to submit.
We do not use Your Content to train generative AI models made available to third parties. We may use Your Content to operate, secure, support, and improve the Service, and we may create aggregated and de-identified data that does not identify you, any individual, or any specific content. We will not apply any future change to this section to content collected before that change takes effect without your affirmative consent.
15Acceptable Use
You agree not to: (a) use the Service to display or publish unlawful, infringing, deceptive, defamatory, harassing, or harmful content; (b) upload content you do not have the right to use; (c) attempt to disrupt, reverse-engineer, probe, scan, or gain unauthorized access to the Service, its infrastructure, or another customer’s data; (d) exceed published rate limits or impose unreasonable load; (e) conduct security testing without our prior written authorization; (f) resell or provide the Service to third parties except as expressly permitted; (g) send commercial email or text messages through or in connection with the Service in violation of CAN-SPAM, the TCPA, or similar laws; or (h) use the Service in violation of any applicable law or regulation.
You are responsible for complying with the laws that govern your business, including food-safety, menu-labeling, allergen-disclosure, alcohol-advertising, sweepstakes and contest, accessibility, and consumer-protection requirements.
16Copyright, DMCA Notices & Repeat Infringers
We respect intellectual property rights and respond to notices of alleged infringement under the Digital Millennium Copyright Act. If you believe content on the Service infringes your copyright, send a written notice to our designated agent at the contact below, including: your physical or electronic signature; identification of the copyrighted work; identification of the material claimed to be infringing and its location (URL); your contact information; a statement that you have a good-faith belief the use is not authorized; and a statement, under penalty of perjury, that the information is accurate and that you are authorized to act on the owner’s behalf.
We may remove or disable material in response to a valid notice. If your material was removed, you may submit a counter-notification containing the elements required by 17 U.S.C. § 512(g). Material may be restored in ten to fourteen business days unless the claimant notifies us it has filed suit.
Any person who knowingly materially misrepresents that material is infringing, or was removed by mistake, may be liable for damages under 17 U.S.C. § 512(f).
It is our policy, in appropriate circumstances, to disable or terminate the accounts of users who are repeat infringers.
17Reporting Intimate Images & Urgent Harms
We prohibit non-consensual intimate imagery, including digitally created or altered depictions. If you are depicted in an intimate visual depiction published through the Service without your consent, or you are that person’s authorized representative, you may request removal by contacting us at the address below with enough information to locate the material and to confirm you are the depicted individual or their representative. We aim to remove valid requests within 48 hours and to make reasonable efforts to remove identical copies.
Requests to remove content that appears to use a person’s name, voice, or likeness without authorization may also be submitted to the same contact.
18Content Moderation & Removal
WE DO NOT PRE-SCREEN, MONITOR, VERIFY, OR ENDORSE CUSTOMER CONTENT OR AD CONTENT, AND WE HAVE NO OBLIGATION TO DO SO. We may, in our sole discretion and in good faith, remove, disable, restrict, label, or refuse to display any content that we or a hosting Customer consider objectionable, unlawful, infringing, deceptive, or in violation of these Terms, whether or not such content is legally protected, and may enable others to do so. We may do so with or without prior notice and without liability.
Any process we choose to offer for notice, review, appeal, or restoration is provided as a courtesy and does not create an obligation.
19Suspension
We may suspend or restrict access to all or part of the Service, or remove or disable content, immediately and without prior notice, if we reasonably determine that: (a) there is a threat to the security, integrity, availability, or performance of the Service or another customer’s data; (b) continued provision would violate law or expose us to legal or regulatory liability; (c) you or an Authorized User has materially breached these Terms; (d) we have received a court order, subpoena, or valid legal demand; (e) we suspect fraud, unauthorized access, or compromised credentials; (f) content appears to be unlawful or infringing; or (g) fees remain unpaid after written notice.
We will use commercially reasonable efforts to give notice before suspending and, where that is not practicable, promptly after; to limit a suspension to the affected content, user, or functionality rather than the entire Service; and to restore the Service promptly once the condition is resolved. Suspension does not relieve you of payment obligations and does not entitle you to a refund or credit.
20Term, Termination & What Happens to Your Data
Either party may terminate for material breach on thirty (30) days’ written notice if the breach remains uncured, except that we may terminate immediately for non-payment after notice, for a material breach of the acceptable-use or advertising provisions, for repeat infringement, or where required by law. You may stop using the Service at any time; see the cancellation terms above.
On termination: your right to use the Service ends; we may cease publishing your public site and displays; and accrued fees remain payable. For thirty (30) days after termination we will make your content available for export through the Service’s standard export tools, after which we may permanently delete it. We have no obligation to provide a retrieval period where we terminated for your breach of the acceptable-use or advertising provisions or for non-payment.
If you use a custom domain, you are responsible for redirecting your DNS records; we may maintain existing configuration for a short transition period and may then release it. Any site hosted on a Nightly Slate subdomain is licensed, not owned, and we may reclaim it.
Copies of content may persist in routine backups, in caches we do not control, and where retention is required by law or legal hold. Aggregated and de-identified data created before termination survives.
21Third-Party Services
The Service relies on third-party providers — including hosting, database, storage, email, payment, weather, and AI providers — and may integrate with third-party systems you choose to connect. Your use of those services may be subject to their own terms, and we are not responsible for the acts, omissions, availability, or content of third parties.
22Service Availability & Support
We strive to keep the Service available and reliable but DO NOT GUARANTEE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OPERATION, and we do not offer a service-level or uptime commitment unless we have separately agreed to one in writing. The Service may be unavailable for scheduled or emergency maintenance, or for reasons beyond our control, including failures of third-party providers, networks, or your own equipment or connectivity. Support is provided on a commercially reasonable basis.
23Disclaimer of Warranties
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, THE PLATFORM, ANY WEBSITES HOSTED ON IT, THE SLATE ASSISTANT AND OTHER AI FEATURES, ALL ADVERTISING FEATURES, AND ALL DOCUMENTATION, TEMPLATES, REPORTS, AND CONTENT MADE AVAILABLE BY US ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." NIGHTLY SLATE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEM INTEGRATION, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE SEPARATELY AND SPECIFICALLY DISCLAIM ANY WARRANTY OF TITLE AND ANY WARRANTY OF NON-INFRINGEMENT. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.
WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT, THAT CONTENT WILL DISPLAY WITHOUT ERROR ON EVERY DEVICE, THAT DEFECTS WILL BE CORRECTED, OR THAT DATA WILL NOT BE LOST, ALTERED, OR CORRUPTED.
WE MAKE NO WARRANTY REGARDING CUSTOMER CONTENT, AD CONTENT, OR ANY THIRD-PARTY CONTENT — INCLUDING ANY MENU, PRICING, HOURS, NUTRITIONAL, OR ALLERGEN INFORMATION — ALL OF WHICH IS THE SOLE RESPONSIBILITY OF THE PARTY THAT SUPPLIED IT. WE MAKE NO WARRANTY REGARDING ADVERTISING, INCLUDING AS TO DELIVERY, PLACEMENT, IMPRESSIONS, VIEWABILITY, CONVERSIONS, REVENUE, EARNINGS, OR THE ACCURACY OF ANY REPORTING. WE MAKE NO WARRANTY REGARDING AI-GENERATED OUTPUT. BETA, PREVIEW, TRIAL, AND FREE FEATURES ARE PROVIDED WITH NO WARRANTY, SUPPORT, OR SERVICE LEVEL OF ANY KIND.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS; TO THAT EXTENT, THE FOREGOING APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
24Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST SAVINGS, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CHARACTERIZED AS DIRECT OR INDIRECT, REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ONE THOUSAND DOLLARS ($1,000) OR (B) THE TOTAL FEES PAID AND PAYABLE BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.
THESE LIMITATIONS DO NOT APPLY TO: YOUR PAYMENT OBLIGATIONS; YOUR INDEMNIFICATION OBLIGATIONS; YOUR BREACH OF THE ACCEPTABLE USE, ADVERTISING, OR CONTENT-LICENSE PROVISIONS; A PARTY’S FRAUD OR WILLFUL MISCONDUCT; OR ANY LIABILITY THAT MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INCLUDING UNDER SDCL 53-9-3.
THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION ARE INDEPENDENT OF, AND APPLY NOTWITHSTANDING, THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THESE PROVISIONS REFLECT AN AGREED ALLOCATION OF RISK, THAT THE FEES WERE SET IN RELIANCE ON THIS ALLOCATION, AND THAT THEY FORM AN ESSENTIAL BASIS OF THE BARGAIN. IF ANY LIMITATION IS HELD UNENFORCEABLE, IT WILL BE REFORMED TO THE MAXIMUM EXTENT PERMITTED AND THE REMAINDER WILL CONTINUE IN FORCE.
25Indemnification
You will defend, indemnify, and hold harmless Nightly Slate, its affiliates, and their respective officers, directors, employees, agents, and sublicensees from any third-party claim, demand, suit, or proceeding, and any damages, fines, penalties, settlements, and reasonable attorneys’ fees and costs, arising out of or relating to: (a) Your Content or your Ad Content, including any claim that it infringes or misappropriates intellectual property, or violates rights of publicity or privacy, or is false, deceptive, defamatory, or unlawful; (b) the acts or omissions of your Authorized Users; (c) your violation of applicable law, including laws governing food service, allergen and nutrition disclosure, the advertising or sale of alcohol, tobacco, vapor, cannabis or hemp-derived products, consumer protection, sweepstakes, telemarketing, and commercial electronic messages; (d) your employment relationships; or (e) your breach of these Terms.
We will give you notice of a claim; your obligations are reduced only to the extent you are materially prejudiced by delayed notice. You will have sole control of the defense and settlement, provided you may not settle any claim that imposes a non-monetary obligation on us, admits our fault, or does not unconditionally release us, without our prior written consent, not to be unreasonably withheld. We may participate with our own counsel at our expense.
For the avoidance of doubt, amounts payable under this section are indemnification obligations and are not "damages" subject to the exclusion of indirect or consequential damages above, even if the underlying third-party claim seeks such damages. Notwithstanding SDCL 56-3-9, we are entitled to recover indemnified losses as and when incurred and without first paying the underlying obligation. Notwithstanding SDCL 56-3-11, your defense obligation arises upon our written notice without any separate request.
26Changes to the Service or These Terms
We may modify the Service and these Terms from time to time. For any modification that materially and adversely affects your rights or obligations, we will provide at least thirty (30) days’ advance notice by email to your account’s administrative contact and by a notice in the Service, stating the effective date. Non-material changes — such as clarifications, corrections, and additions of optional features — may take effect on posting with an updated effective date.
Your continued use of the Service after the effective date of a material change, following that notice, constitutes acceptance. For changes to the fee, content-license, AI, limitation-of-liability, indemnification, or dispute-resolution provisions, we will request your affirmative acceptance, and the change will not apply to you until accepted.
If you do not agree to a material change, you may reject it by notifying us before the effective date and terminating, in which case we will refund any prepaid, unused fees for the terminated portion of your current term on a pro-rata basis.
NO MODIFICATION WILL APPLY RETROACTIVELY OR TO ANY CLAIM OR DISPUTE THAT ACCRUED, OR ANY ACT OR OMISSION THAT OCCURRED, BEFORE ITS EFFECTIVE DATE. WE WILL NOT UNILATERALLY MODIFY THE DISPUTE-RESOLUTION OR GOVERNING-LAW PROVISIONS AS TO ANY ACCRUED CLAIM; ANY SUCH MODIFICATION REQUIRES YOUR AFFIRMATIVE CONSENT AND APPLIES PROSPECTIVELY ONLY. We may implement changes required by law, regulation, or an urgent security risk on shorter notice, and these limitations continue to apply.
27Governing Law & Disputes
These Terms are governed by the laws of the State of South Dakota, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
You agree that any dispute arising out of or relating to these Terms or the Service will be subject to the exclusive jurisdiction of the state and federal courts located in South Dakota, and each party consents to personal jurisdiction and venue there, unless otherwise required by applicable law.
CLASS-ACTION WAIVER. TO THE EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Unless both parties agree otherwise in writing, no court may consolidate more than one person’s claims or preside over any form of a representative or class proceeding. If this class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will proceed in court without regard to this paragraph, and the remainder of this section will continue to apply.
Each party waives any right to a jury trial to the extent permitted by law.
28General
These Terms, together with our Privacy Policy and any order or plan you accept, are the entire agreement between you and Nightly Slate regarding the Service and supersede prior agreements on that subject. If any provision is held unenforceable, it will be reformed to the minimum extent necessary and the remainder will continue in effect. Our failure to enforce a provision is not a waiver.
You may not assign these Terms without our prior written consent; we may assign them to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of our assets or of the business line to which they relate. Neither party is liable for delays or failures caused by events beyond its reasonable control. Notices to you may be sent to the email address on your account; notices to us should be sent to the contact below.
The provisions concerning content licenses (to the extent needed for backups and legally required retention), fees accrued, intellectual property, indemnification, disclaimers, limitation of liability, governing law, and this section survive termination.
29Contact & Designated Agent
Questions about these Terms, DMCA notices and counter-notices, and requests to remove intimate imagery or unauthorized likenesses can be directed to Nightly Slate at support@nightlyslate.com or (712) 470-9817.