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bartendersNow

Legal

Terms of Service

Effective:
Last updated:
Jurisdiction:
United States

1. AGREEMENT TO TERMS

Welcome to bartendersNow™, a proprietary progressive web application operated by Midnight Logic, Inc. ("Company," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our marketplace platform connecting professional bartenders with event hosts.

By accessing or using our platform, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our services.

IMPORTANT NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION, A MASS ARBITRATION PROTOCOL, AND A CLASS ACTION WAIVER IN SECTION 12 THAT AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.

2. PLATFORM OVERVIEW

2.1 Service Description

bartendersNow™ is a marketplace facilitator that connects independent contractor bartenders ("Bartenders") with event hosts ("Hosts") seeking professional beverage services. We provide technology features including:

  • The Stock List: Proprietary algorithm generating ingredient-level shopping lists
  • Smart Staffing Calculator: Data-driven bartender quantity recommendations
  • Captain Service: Premium coordination tier for multi-bartender events
  • Verified Network: Identity verification via Stripe Identity for service professionals
  • Payment Processing: Secure payment facilitation via Stripe Connect

2.2 Platform Role

WE ARE A MARKETPLACE FACILITATOR, NOT A BARTENDING SERVICE PROVIDER OR EMPLOYER. We do not provide bartending services directly, nor do we employ bartenders. All bartending services are provided by independent contractor professionals who operate their own independent businesses.

3. USER ACCOUNTS AND ELIGIBILITY

3.1 Eligibility Requirements

To access or use our platform, you must:

  • Be at least 21 years of age;
  • Have the legal capacity to enter into binding contracts;
  • Provide accurate, current, and complete registration information;
  • Pass identity verification via Stripe Identity (for Bartenders).

3.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately at legal@bartendersnow.com of any unauthorized access or security breach.

3.3 What We Verify — and What We Do Not

We require identity verification through Stripe Identity, using a government-issued identity document, before a Bartender can request or accept events. Identity verification confirms an identity document. It is not an assessment of a Bartender's competence, character, judgment, or credentials.

We do not conduct background checks or criminal-history screening, and we do not use background-check providers.

We do not verify, review, or endorse certifications, licenses, or training. Any certifications or licenses shown on a profile are self-reported by the Bartender. Insurance is addressed separately in Section 4.4.

Profile photographs are uploaded by the Bartender and are not checked against the Bartender's identity document. We may review profile photographs for compliance with our content rules before they are displayed publicly; that review is a content review, not identity verification, and is not a confirmation that a photograph depicts the verified account holder.

We do not independently confirm in advance who will physically arrive at an event. The Bartender who accepts a booking must personally perform it under Section 7.6. Hosts should report any discrepancy immediately through the platform or to safety@bartendersnow.com.

4. INDEPENDENT CONTRACTOR RELATIONSHIP & INSURANCE ADVISORY

4.1 Bartender Classification (AB5 / ABC Test Compliance)

All Bartenders using the platform are independent contractors, not employees or agents of Midnight Logic, Inc. This independent relationship is established under California Labor Code Section 2775 (AB5): (A) Control: Bartenders maintain full autonomy over how they deliver services, including service methods, techniques, and preparation; (B) Outside Usual Business: Bartending services are outside the usual course of Midnight Logic, Inc.'s business as a software technology platform; (C) Independent Trade: Bartenders maintain independently established businesses offering beverage services to the public.

4.2 Bartender Responsibilities

As independent businesses, Bartenders are solely responsible for:

  • Obtaining all required licenses and certifications (including Responsible Beverage Service / RBS certification where required by law);
  • Considering and obtaining appropriate business insurance coverage (such as General Liability and Liquor Liability) for their independent business operations, as advised in Section 4.4;
  • Complying with all applicable federal, state, and municipal laws, as well as specific venue requirements;
  • Setting their own rates, managing their schedules, and supplying their own tools;
  • Managing their own tax reporting and self-employment obligations.

4.3 Platform Role & Non-Control

Midnight Logic, Inc. does not control, supervise, or direct Bartender performance, set mandatory scripts or uniforms, dictate exact service steps, or discipline workers. The platform's sole enforcement mechanism for policy non-compliance is restriction or termination of platform access.

4.4 Insurance — Advisory Model and Disclaimers

4.4.1 Platform Role and Disclaimers: bartendersNow™ is a technology marketplace, not an insurer or staffing agency. THE PLATFORM DOES NOT REQUIRE, PROVIDE, VERIFY, OR GUARANTEE INSURANCE COVERAGE FOR BARTENDERS OR HOSTS. The platform does not collect, review, or store Certificates of Insurance (COIs), nor does it monitor policy status or expiration.

4.4.2 Bartender Insurance Advisory: Independent Bartenders are strongly advised to maintain General Liability ($1,000,000 per occurrence / $2,000,000 aggregate) and Liquor Liability coverage. Any insurance details displayed on a Bartender profile are self-reported by the Bartender and are not verified or validated by the platform.

4.4.3 Host Verification Responsibility: Hosts acknowledge that bartendersNow™ does not verify Bartender insurance. If a Host or venue requires proof of insurance, it is the Host's sole responsibility to request and review a Certificate of Insurance directly from the Bartender prior to the event.

4.4.4 Venue Requirements: Insurance requirements mandated by commercial event venues are strictly between the Host, Bartender, and venue. Midnight Logic, Inc. is not a party to venue agreements.

4.4.5 Assumption of Risk: Both Hosts and Bartenders expressly acknowledge and agree that counterparties met through the platform may be uninsured or underinsured. Users voluntarily assume all financial and legal risks associated with engaging with or providing services to an uninsured counterparty.

5. PLATFORM SERVICES AND FEATURES

5.1 The Stock List & Smart Staffing Calculator

Our proprietary algorithms provide ingredient estimations and staffing recommendations for planning purposes only. Output estimates are based on user inputs and standard industry averages; Hosts remain responsible for final purchasing decisions.

5.2 Captain Service

Captain Service enables a designated lead Bartender to coordinate communications for multi-bartender events. All event communications must remain within the secure platform environment per Section 7.3.

6. PAYMENTS, FEES, AND TAXES

6.1 Incorporation of Payment & Cancellation Policies

All transactions, charge timing, fee structures, cancellation tiers, refund rules, and payout terms are governed by these Terms together with our Payment & Cancellation Policies, which are incorporated by reference and available in-app and on our website at bartendersnow.com/legal.

6.2 Service Fee Structure & 1099-K Tax Characterization

  • Host Marketplace Fee: A twelve percent (12%) fee added to the service total, paid by the Host for platform access and matching operations.
  • Platform Retained Fee: Midnight Logic, Inc. retains a twelve percent (12%) fee from gross charges prior to distribution to cover software operations, payment processing, and administrative overhead. This fee is a direct corporate asset of Midnight Logic, Inc.
  • Bartender Gross Settlement & IRS Form 1099-K Reporting: Subject to Section 6.6, Bartenders receive a gross settlement payout equal to eighty-eight percent (88%) of facilitated allocations (the Bartender's service total for the booking, before the Host Marketplace Fee is added and before the Platform Retained Fee is retained), plus 100% of earned in-app tips, plus any cancellation payout, labor-overage distribution, or other amount payable to the Bartender under our incorporated Payment & Cancellation Policies and Bartender Payout Policy. The Platform Retained Fee described above is retained by Midnight Logic, Inc. before any distribution to the Bartender; it is not earned by the Bartender, is not distributed to the Bartender, and is not a deduction from an amount otherwise paid to the Bartender. The settlement payout described in this Section is therefore the Bartender's total gross contractual entitlement from the platform. Neither the Host Marketplace Fee nor the Platform Retained Fee is an amount received by Midnight Logic, Inc. on the Bartender's behalf under Section 6.7. In compliance with IRS regulations for Third Party Settlement Organizations (TPSO), reported Form 1099-K amounts reflect the total gross amount settled to the Bartender's connected payout account through the platform — the settlement payouts and tips described in this Section — and do not include the Host Marketplace Fee or the Platform Retained Fee, neither of which is settled to the Bartender. Amounts are reported for the calendar year in which the payout is issued to the Bartender, which may differ from the calendar year in which the Host was charged.
  • Captain Service Fee: A distinct coordination fee distributed to qualified Captains or retained for coordination services as applicable.

6.3 Payment Capture Timing — Three Triggers

Payment is charged to the Host's card on file at the EARLIEST of:

  1. Host-Initiated Cancellation (processed immediately per our incorporated Payment & Cancellation Policies);
  2. 48-Hour Lock (automatically charged 48 hours before the Bartender's scheduled arrival time);
  3. Short-Notice Confirmation (charged immediately upon booking confirmation — when a Bartender accepts the Host's request, or when the Host accepts a Bartender's request — for an event scheduled less than 48 hours away).

6.4 Payment Failures & Grace Periods

If a payment attempt fails at the 48-Hour Lock, a 24-hour grace period is initiated. The Host will receive immediate notifications via email and SMS to update their payment method. The grace period deadline is fixed strictly to the initial failure timestamp (graceEndsAt = graceStartedAt + 24 hours) and shall not be extended by subsequent automated re-attempts. If unresolved within 24 hours, the booking is cancelled and treated as a Host cancellation within 7 days.

6.5 Equipment Add-On Characterization

Host selection of Equipment Add-Ons represents an administrative and operational service fee for the technical setup and operation of specialized equipment by the Bartender. No physical possession, legal title, bailment, or lease of tangible personal property transfers to the Host, and no lease agreement is created hereby.

6.6 Bartender Payout Onboarding — Condition Precedent

Bartender payouts are made through Stripe Connect. Payment of a Bartender's earnings is conditioned on the Bartender completing payout onboarding, including connecting a valid bank account and passing the identity verification (KYC) performed by our payment processor, as further described in our Bartender Payout Policy. A Bartender may accept and perform bookings before completing payout onboarding; performance is not conditioned on payout setup. Where a Bartender earns compensation before completing payout onboarding, that compensation is held for the Bartender with our payment processor and is released to the Bartender upon completion of onboarding and verification. Where verification cannot be completed and compensation cannot be paid, Midnight Logic, Inc. will pursue a lawful alternative means of payment and, absent one, will hold and report the amount in accordance with applicable unclaimed-property law. Earnings are not forfeited.

6.7 Payment Processing; Agent of Payee

Payment processing and settlement are performed by our third-party payment processor, Stripe, Inc., and its affiliates, including affiliates licensed as money transmitters. Midnight Logic, Inc. is not a bank and does not provide money transmission services.

By accepting these Terms, each Bartender appoints Midnight Logic, Inc. as the Bartender's limited agent for the sole purpose of receiving payment from Hosts on the Bartender's behalf. This appointment is made by these Terms and applies to each booking made after the Bartender accepts them. A Host's payment obligation to a Bartender for a booking is satisfied when payment is received by Midnight Logic, Inc. or its payment processor as the Bartender's limited agent, and the Host has no further payment obligation to the Bartender for that booking.

Amounts received on a Bartender's behalf that have not yet been released to the Bartender are recorded and maintained as amounts owed to that Bartender, are not revenue of Midnight Logic, Inc., and are not used by Midnight Logic, Inc. as working capital or for its general operating purposes.

6.8 Consumable Add-On Characterization

Ice Service, Disposable Materials, and Trash & Recycling Disposal add-ons are charges for services performed by the booked Bartender. They are not sales, leases, rentals, or resales of tangible personal property to the Host. Where a Host selects one of these add-ons, the Bartender obtains and is the consumer of any supplies used in performing that service, brings those supplies to the event, and removes any unused supplies afterward. The add-on price is a charge for the Bartender's service; it is not a per-unit price for, or a reimbursement of the Host's purchase of, any quantity of goods. No physical possession, legal title, bailment, or lease of any supplies transfers to the Host, and the Host acquires no right to supplies apart from the Bartender's performance of the service. These add-ons are available only in connection with a booking of that Bartender's services.

6.9 Alcoholic Beverages and Characterization of Bartender Service Fees

The Host represents and agrees that the Host purchases, supplies, and at all times owns all alcoholic and non-alcoholic beverages served at the event, or that those beverages are supplied and owned by the Host's venue; in no case are they supplied by the Bartender. Bartenders do not supply, furnish, sell, or resell any beverage to the Host or to any guest, and no charge on this platform is a charge for any beverage. Amounts payable to a Bartender are charges for the Bartender's professional services and are not a sale, rental, or resale of goods to the Host. The platform does not impose, and Bartenders may not impose through the platform, any corkage fee, per-bottle fee, or per-drink charge. This Section addresses the characterization of beverages and fees only; it does not limit Section 7.2 or Sections 10 or 11.

7. USER CONDUCT AND PROHIBITED ACTIVITIES

7.1 Prohibited Conduct

Users may not:

  • Circumvent the platform by soliciting or completing off-platform payments or communications;
  • Provide false or misleading identity, qualification, or insurance information;
  • Allow any person other than the Bartender booked for an event to perform that booking, or to serve alcohol at that event in the booked Bartender's place, except as permitted by Section 7.6;
  • Serve alcohol to any person under 21 years of age or to visibly intoxicated individuals;
  • Harass, discriminate against, or intimidate other users.

7.2 Age Verification & Social Host Acknowledgment

Zero tolerance applies to serving alcohol to anyone under 21. As between you and Midnight Logic, Inc., the Host is solely responsible for lawful alcohol service at the Host's event, and the Bartender is solely responsible for the Bartender's own service decisions. Alcohol-service, social-host and licensing rules vary by state, and the rules that apply to a booking are those of the state where the event takes place. Hosts and Bartenders are each independently responsible for complying with those rules, including any rule restricting the furnishing of alcohol to a person under 21 or to a visibly intoxicated person. Nothing in this Section limits any liability either of you may have under applicable law.

7.3 In-App Communication Requirement

All communications, scheduling adjustments, and event details must remain exclusively within the platform messaging interface to protect privacy and maintain an objective record of event terms.

7.4 Review & Rating Integrity

Reviews and ratings are additionally governed by the Review & Rating Integrity provision (Section 4.4) of our Community Guidelines, which is incorporated by reference into these Terms.

7.5 Prohibited Uploaded Content

All images, photographs, and other media you upload are additionally governed by the Prohibited Uploaded Content provision (Section 4.4) of our User Agreement & Code of Conduct, which is incorporated by reference into these Terms. You agree not to upload any content prohibited by that provision, and we may remove any such content and suspend or terminate accounts as described there and in Section 13.

7.6 Personal Performance; No Substitution

The Bartender who accepts a booking must personally perform the Bartender Services for that booking. You may not send, subcontract, assign, or otherwise arrange for another person to perform a booking in your place, and you may not permit another person to serve alcohol at an event in your place, unless that person is separately registered on the platform, has completed identity verification, and has been booked for that event through the platform.

This Section governs only who may perform a booking made through the platform. It exists because identity verification, alcohol-service accountability, and Host safety all depend on the person who arrives being the person the Host booked. Nothing in this Section limits your independence as described in Section 4: you remain free to set your own rates, to accept or decline any booking, to determine your own service methods and techniques, to operate your business outside the platform, and to engage your own personnel for work that is not booked through the platform. Section 4.3 continues to apply in full.

Substituting a person who is not verified and booked through the platform is a material breach of these Terms. We may investigate, suspend platform access pending investigation, cancel the affected booking, and restrict or terminate platform access under Section 13. Any refund or payout consequence of a cancellation is governed by our Payment & Cancellation Policies. Hosts who believe the person who arrived is not the Bartender they booked should report it immediately through the platform or to safety@bartendersnow.com.

8. INTELLECTUAL PROPERTY & USER CONTENT

8.1 Platform Ownership

All intellectual property in the bartendersNow™ platform, including software, design, user interfaces, trade names, and proprietary algorithms (including The Stock List and Smart Staffing Calculator methodologies), is owned exclusively by Midnight Logic, Inc.

8.2 User Content License

Users retain ownership of text, reviews, images, photographs, and other profile and portfolio content they create or upload ("User Content"). By uploading User Content, you grant Midnight Logic, Inc. a non-exclusive, worldwide, royalty-free, perpetual, sublicensable license to use, store, host, cache, modify, adapt, crop, resize, re-encode, create derivative works from (including thumbnails and previews), display, reproduce, and distribute such User Content in connection with operating, providing, and promoting the Platform. The sublicense right extends only to hosting, storage, and content-delivery providers acting on our behalf.

You represent and warrant that you own or have all rights, licenses, consents, and permissions necessary to upload the User Content and grant this license; that the User Content does not infringe any third party's intellectual-property, privacy, or publicity rights; and that you have obtained the consent of any identifiable individual depicted. You are solely responsible for your User Content and agree to indemnify us for claims arising from it as set forth in Section 11.

8.3 Assignment of Feedback & Algorithm Inputs

Feedback, suggestions, survey responses, and event operational data provided by users (including inventory accuracy ratings and staffing feedback) become the sole property of Midnight Logic, Inc. You hereby assign to Midnight Logic, Inc. all right, title, and interest in and to such feedback and data, which may be used without restriction or compensation to refine and optimize our proprietary algorithms.

8.4 Featured Profile Authorization

From time to time we may invite Bartenders to be "featured" in bartendersNow™ marketing, including on public, potentially search-engine-indexable pages of our marketing website and within the platform. We display your name, likeness, photograph, or profile details for featured or public marketing purposes only with your separate, specific, opt-in authorization, which describes what will be shown, where it will appear, and how to withdraw it. This authorization is given under and consistent with California Civil Code Section 3344 and related right-of-publicity, privacy, and false-light laws, and is in addition to — not a substitute for — the User Content license in Section 8.2.

Scope and truthful display. Featured or public placement is a curated marketing showcase; it is not a ranking, a "best of," an endorsement, or a verification of any Bartender's credentials, and it does not change the self-reported, unverified nature of profile credentials described in Section 4.4.2. We display only true, neutral profile information you have provided, and we will never pair your name or likeness with a fabricated rating, review, statistic, price, or testimonial.

Revocation. You may revoke a featured-profile authorization at any time through your account settings or by contacting privacy@bartendersnow.com. Upon your revocation — or upon your offboarding or any change that ends your eligibility for public display — we will remove the featured placement from the marketing and platform surfaces we control within five (5) business days. You acknowledge that content already cached, indexed, copied, or ingested by third parties (such as search engines) before removal may persist outside our reasonable control.

Privacy. Our collection and handling of profile information displayed under this Section is additionally governed by our Privacy Policy (Section 9), which is incorporated by reference.

9. PRIVACY AND DATA PROTECTION

Your privacy is governed by our Privacy Policy at /legal/privacy-policy and Cookie Policy at /legal/cookie-policy, which are incorporated by reference. We do not sell personal data or share user information for cross-context behavioral advertising.

10. DISCLAIMERS AND LIMITATION OF LIABILITY

10.1 Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.2 Service Disclaimers

WE ARE NOT LIABLE FOR THE ACTS, OMISSIONS, QUALITY OF SERVICE, OR CONDUCT OF BARTENDERS OR HOSTS, NOR FOR PROPERTY DAMAGE, PERSONAL INJURY, OR ALCOHOL-RELATED INCIDENTS AT EVENTS.

10.3 Exclusion of Consequential and Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MIDNIGHT LOGIC, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM, THESE TERMS, OR ANY SERVICES BOOKED HEREUNDER, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.4 Maximum Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MIDNIGHT LOGIC, INC.'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS IS STRICTLY LIMITED TO THE PLATFORM FEES PAID BY YOU TO MIDNIGHT LOGIC, INC. IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. INDEMNIFICATION

11.1 User Indemnification

You agree to indemnify, defend, and hold harmless Midnight Logic, Inc., its officers, directors, employees, and agents from any third-party claims, damages, liabilities, or expenses (including reasonable attorneys' fees) arising from:

  • Your use or misuse of the platform, or content you upload to the platform;
  • Your violation of these Terms or applicable laws;
  • Any alcohol-service incident, minor service violation, or property damage occurring at an event booked through your account;
  • Engaging with or providing services to an uninsured or underinsured counterparty, or any misrepresentations made directly to a counterparty regarding insurance status.

12. DISPUTE RESOLUTION, ARBITRATION, AND CLASS ACTION WAIVER

12.1 Mandatory Informal Dispute Resolution

Prior to initiating any formal legal proceeding or arbitration, the parties agree to attempt to resolve any dispute informally. The initiating party must send a written Notice of Dispute to legal@bartendersnow.com. The parties shall engage in a good-faith meet-and-confer via telephone or video conference for thirty (30) days following receipt of the Notice before either party may commence arbitration.

12.2 Binding Individual Arbitration

Except as provided in Section 12.4, any dispute, claim, or controversy arising out of or relating to these Terms or the platform shall be resolved exclusively through final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (and the Mass Arbitration Supplementary Rules where applicable). If an arbitrator or court determines that AAA Employment Arbitration Rules apply by operation of law, those rules shall govern without invalidating this agreement to arbitrate.

Hearing Locale & Fee Protections:

  • Consumer Locale Default: For any arbitration demand initiated by a consumer (Host or Bartender), the hearing locale shall be determined under AAA Consumer Arbitration Rules (Rule R-11/R-14) to be reasonably convenient to the consumer (generally in the county of their primary residence). For claims initiated by Midnight Logic, Inc., venue shall be Santa Clara County, California. Proceedings may occur by phone, videoconference, or document submission by mutual agreement.
  • AAA Fee Support: For non-frivolous consumer claims under $10,000, Midnight Logic, Inc. shall pay all AAA filing, administrative, and arbitrator fees.

12.3 Mass Arbitration Protocol

If twenty-five (25) or more similar arbitration demands are filed against Midnight Logic, Inc. by or with the assistance of the same law firm, group of law firms, or coordinated legal entities within a 90-day period:

  1. Batching Requirement: Demands shall be grouped into sequential batches of no more than twenty-five (25) claims per batch.
  2. Sequential Proceedings & Fee Stays: AAA shall administer and assign arbitrator fees to only one batch at a time under the AAA Mass Arbitration Supplementary Rules and Fee Schedule. No administrative fees or arbitrator costs shall be assessed for remaining pending claims until the prior batch concludes.
  3. Bellwether Process: The first two (2) batches shall proceed as staged bellwether arbitrations. If the parties cannot settle remaining claims following bellwether outcomes, the remaining claims shall proceed sequentially.
  4. Standalone Severability: If any portion of this Mass Arbitration Protocol is deemed unenforceable, it shall sever independently, and remaining claims shall proceed in individual arbitration under Section 12.2.

12.4 Preserved Rights & Judicial Carve-Outs

Notwithstanding Section 12.2, the following matters are excluded from mandatory arbitration:

  • Small Claims Court: Either party may bring an individual action in a small claims court of competent jurisdiction;
  • Intellectual Property & Injunctions: Either party may seek emergency injunctive or equitable relief in court to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights, trade secrets, or proprietary algorithm assets;
  • PAGA & Public Injunctive Relief: Claims brought under the California Private Attorneys General Act (PAGA) or seeking public injunctive relief under McGill v. Citibank, N.A., 2 Cal.5th 945 (2017).

12.5 Class Action Waiver

DISPUTES MUST BE ARBITRATED ON AN INDIVIDUAL BASIS. YOU WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, MASS ACTION, OR REPRESENTATIVE PROCEEDING.

12.6 Governing Law & Judicial Venue

These Terms are governed by California law without regard to conflict of law principles. The Federal Arbitration Act (FAA) governs Section 12 enforcement. For any judicial proceeding permitted under Section 12.4 or to enforce an arbitration award, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Santa Clara County, California, except where applicable small-claims rules mandate local venue.

12.7 Section 12 Severability

Except for Section 12.5 (Class Action Waiver), if any provision of this Section 12 is found unenforceable, that specific provision shall be severed, and the remainder of Section 12 shall remain in full force and effect. If Section 12.5 is deemed unenforceable as to a specific claim, that claim shall proceed in court while remaining individual claims proceed in arbitration.

13. TERMINATION

We may terminate or suspend your platform access immediately for material breach of these Terms, safety violations, or fraudulent conduct. Termination revokes platform access but does not extinguish pre-existing payment obligations.

14. CALIFORNIA CONSUMER NOTICES

As a California marketplace facilitator, we comply with California Consumer Privacy Act (CCPA/CPRA) requirements and AB 2426 digital goods disclosures. Digital software tools are licensed on a temporary basis, not sold.

15. MODIFICATIONS TO TERMS

We reserve the right to modify these Terms. Material updates will be communicated via email and an in-app re-acceptance modal. Continued platform use after terms update constitutes acceptance.

16. GENERAL PROVISIONS

16.1 Entire Agreement & Incorporated Policies

These Terms, together with our Privacy Policy, Cookie Policy, Payment & Cancellation Policies, User Agreement & Code of Conduct, Community Guidelines, and incorporated in-app notices, constitute the entire agreement between you and Midnight Logic, Inc.

16.2 Severability

If any provision of these Terms (outside Section 12) is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary, and remaining provisions shall remain in full force and effect.

16.3 No Waiver

Our failure to enforce any right or provision shall not constitute a waiver of future enforcement.

16.4 Assignment

You may not assign your rights or obligations under these Terms. Midnight Logic, Inc. may freely assign or transfer its rights and obligations under these Terms without restriction or notice, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

16.5 Force Majeure

Midnight Logic, Inc. shall not be liable for any failure or delay resulting from acts of God, natural disasters, telecommunications failures, government orders, or utility disruptions.

16.6 Survival

Provisions that by their nature should survive termination shall survive, including Sections 4.1 (Classification), 4.4 (Insurance Advisory), 8 (Intellectual Property), 10 (Disclaimers & Liability Limitations), 11 (Indemnification), 12 (Dispute Resolution & Arbitration), and 16 (General Provisions).

17. CONTACT INFORMATION

Midnight Logic, Inc.
650 Nuttman St, Ste 114
Santa Clara, CA 95054
Email: legal@bartendersnow.com
Emergency Safety: safety@bartendersnow.com | (888) 548-9469