Terms of Use

These terms of use are entered into by and between you and OVERNGHT PLUS, LLC ("Company," "we," or "us"). The following terms and conditions, together with any and all other documents, policies, or guidelines published by us in connection herewith, (collectively, "Terms of Use" or "Terms"), govern your access to and use of https://www.overnght.com/, including any content, functionality, and services offered on or through https://www.overnght.com/ or the Overnght Media mobile application (collectively, the "Website"), whether as a guest or a registered user.

"Services" means the Website, our mobile and connected device applications, and any content, functionality, products, or services offered on or through them, including live and on-demand video streams, whether accessed via web browsers, apps, smart TVs, set-top boxes, or other platforms we make available. References to the "Website" are deemed to include the Services unless the context clearly indicates otherwise.

This Services are offered and available to users who are 18 years of age or older, or any higher minimum age in the jurisdiction where you reside. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you are between 13 and 18 years of age, you must have your parent or legal guardian's express consent and permission of your parent or legal guardian who agrees to be bound by these Terms and is responsible for your use. If you do not meet all of these requirements, you must not access or use the Website.

Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use the Website.

We may suspend or terminate your access to the Services (in whole or in part) for any actual or suspected breach of these Terms, fraudulent or illegal activity, or to protect the Services, other users, or rights holders.

We may revise and update these Terms of Use from time to time in our sole and absolute discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Website, so you are aware of any changes, as they are binding on you.

Except as otherwise expressly stated in these Terms, all changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. Notwithstanding the foregoing, changes to subscription pricing and other material subscription-related terms will take effect as of your next billing period unless expressly stated otherwise in the notice provided to you.

The Website is provided to you on an "As Is" basis. We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole and absolute discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to some parts of the Website or the entire Website.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or any of the Services it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete in all respects. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, below, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. Your account is personal to you, and you may not share your credentials with anyone outside your Household. Household access is permitted as set out in Section IV and subject to our device, profile, and concurrency limits; you remain responsible for all activity under your account. You agree to notify us immediately in writing of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole and absolute discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

In addition, your access to the Website may be subject to restrictions based on your location due to regional blackouts, device-specific, or similar restrictions, and certain networks may be unavailable in certain local markets. We may use different technologies and methods to verify your location, and you may be required to enable location sharing on certain devices in order to access the Website, including, without limitation, to allow Company to comply with any applicable blackout or local market restrictions.

We strive to make the Services accessible to users with disabilities. If you need an accommodation or assistance, please contact support@overnght.com. We will review requests in good faith and in accordance with applicable law.

When purchasing your subscription to the Services, you may be presented with different plans or options. Your subscription to the Services includes enrollment into a recurring payment plan. Your subscription automatically renews at the end of the disclosed billing period unless you cancel at least seven (7) business days before the end of your current billing period. Cancellation becomes effective at the end of the current billing period, and you will continue to have access through that period. Cancellations submitted fewer than seven (7) business days before renewal will apply to the subsequent billing period. As utilized herein "business day" means any day other than a Saturday, Sunday, or U.S. federal holiday, based on Pacific Time (Nevada, U.S.).

Prices are exclusive of any applicable taxes, duties, levies, or fees (collectively, "Taxes") unless expressly stated otherwise. We may charge Taxes as required by law, which will be calculated based on the billing information you provide. If you purchase through a third-party platform, Taxes may be collected by that platform in accordance with its terms.

You must cancel your subscription before it renews in order to avoid billing of the fees for the next billing period to your payment method. Unless otherwise indicated at the time of notice, any price change is effective after 30 days' notice thereof, applicable to the next billing period. If you do not agree to a price change, you may cancel your subscription before renewal. If you do not timely cancel your subscription, your subscription will be renewed at the price in effect at the time of the renewal.

Cancellation will take effect at the end of the current billing period, and you will continue to have access to the Website through the end of the period. We do not issue refunds or credits for partially used membership periods. Notwithstanding the foregoing, we may, in our discretion, grant a refund or credit in limited circumstances, including confirmed duplicate charges or verified billing errors. To request such an exception, you must submit a support request to support@overnght.com with details (e.g., error messages, screenshots, timestamps) within 30 days of the event; failure to timely submit may result in denial of the request. Pro-rata refunds are not provided. Notwithstanding anything herein to the contrary, if you purchased your subscription through a third-party platform (e.g., Apple App Store or Google Play), billing, cancellations, and refunds may be administered by that platform, and their terms may control in the event of conflict.

If you experience technical difficulties (e.g., streaming issues) or other issues with the Services, you must raise a case with us at support@overnght.com prior to requesting a refund exception in accordance with the above paragraph. Otherwise, you will not be eligible for a refund due to technical issues. In your email, provide as much detail as possible so our support team can assist you. You should include any additional information about your issue, including screenshots, error codes, and any steps you took to resolve the issue. Company's support team will review your request and determine whether your subscription purchase is eligible for a refund.

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, graphics, statistics, metadata, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You are solely granted a revocable, limited, non-exclusive, non-sublicensable, non-transferable license to access and view the materials on the Website, only in accordance with these Terms of Use.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may download a single copy of the Overnght Media mobile application to your mobile device solely for your own personal, non-commercial use, provided you agree to be bound by any such applicable end user license agreement for such applications.

You must not:

• Re-broadcast materials from the Website.
• Utilize materials from the Website for any other purpose, including, without limitation, re-posting materials to social media, utilizing materials for AI coaching tools or analytics, utilizing materials for a commercial purpose (e.g., reselling).
• Modify copies of any materials from the Website.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

You acknowledge and understand that the limited access rights provided herein shall not, nor shall they be considered to, modify or otherwise alter the respective rights of Company's licensors or providers in and to their intellectual property, including as may apply to materials on the Website. Any and all such intellectual property may be subject to a separate agreement by and between Company and its licensors or providers. Company makes no representations or warranties as to the continued availability thereof on the Website, or as to any future materials, including, without limitation, future events, seasons, or leagues for materials which currently appear on the Website, all of which remain subject to expiration or change.

The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the express prior written permission of the Company or, as applicable, its affiliates or licensors. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material, including, uploading, posting, transmitting, or otherwise making available any content or material that is unlawful, infringing, deceptive, defamatory, or otherwise prohibited under these Terms, or that you do not have a right to make available.
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

• Record, capture, restream, rebroadcast, or otherwise reproduce streams or content; attempt to disable or circumvent any digital rights management (DRM), geo-restrictions, or paywalls; or use any device, software, or method (including VPNs, proxies, or screen-capture tools) to circumvent technical controls or regional blackouts.
• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring, mining, scraping, or otherwise copying any of the material on the Website, including, without limitation, any of the listed statistics, data, or videos.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website, including, without limitation, to disable or circumvent any in place Website systems, such as geo-restrictions or paywalls.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below.

In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Your DMCA Agent name and address must match your U.S. Copyright Office registration. We maintain a repeat-infringer policy and may terminate accounts of repeat infringers.

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

Any information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

You may link to our homepage, 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 without our express prior written consent.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

The Website may, from time to time, contain links to other sites and resources provided by third parties, these links are provided for your convenience only. Company makes and gives no representations, guarantees, conditions or warranties as to the accuracy or any other aspect of the information contained on such other sites or resources, including, without limitation, as pertaining to the goods or services provided or made available thereon.

This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

The owner of the Website is based in the State of Nevada, United States. The Website may be accessible internationally; however, access and certain content are subject to regional blackouts, rights-based restrictions, and local laws. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. We make no representation that the Website or any content is available in every jurisdiction.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

You agree to defend, indemnify, and hold harmless the Company, its parents, subsidiaries, affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Services, including, but not limited to, any use of the Website's content, services, and products other than as expressly authorized in these Terms of Use, your use of any information obtained from the Website, or any acts or omissions by you that constitute fraud or abuse.

All matters relating to the Services and these Terms, and any dispute or claim arising therefrom or related thereto, shall be governed by the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule.

Any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by an arbitrator selected by Company, under the arbitrator's applicable rules. The arbitration will be conducted in City of Las Vegas, Clark County, Nevada. You waive any and all objections to the exercise of jurisdiction over you in connection therewith.

No waiver by the Company of any term or condition in these Terms shall be deemed a further or continuing waiver of such term or a waiver of any other term, and any failure of the Company to assert a right or provision shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be limited to the minimum extent necessary so that the remaining provisions continue in full force and effect.

The provisions of these Terms that by their nature should survive termination shall survive, including, without limitation, Sections XV (Disclaimer of Warranties), XVI (Limitation on Liability), XVII (Indemnification), XVIII (Governing Law and Jurisdiction), XIX (Limitation on Time to File Claims), and this Section XXI.

The Terms of Use constitute the sole and entire agreement between you and Company regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.