Niteshift

Terms of Service

Effective date: January 23, 2026

These Terms of Service (these "Terms") are entered into by and between you ("you" or "your") and Bifrost Technologies Inc., operating as Niteshift ("Niteshift", "we," "us," or "our") (you and Niteshift each, a "party" and collectively, the "parties") and sets forth the terms and conditions under which you may subscribe to and use the Niteshift platform and related services (the "Service").

If the user of the Service is a company, organization, or other entity rather than an individual, then (a) "you" includes you and that entity; (b) "your" has the corresponding meaning; and (c) you represent and warrant that you: (i) are an authorized representative of that entity with the authority to bind such entity to these Terms, (ii) have read and understand these Terms, and (iii) agree to these Terms on behalf of such entity.

By accessing or using the Service, or by clicking a button or checking a box marked "I Agree" (or something similar), you signify that you have read, understood, and agree to be bound by these Terms and to the collection and use of your information as set forth in our Privacy Policy (the "Privacy Policy"), whether or not you are a registered user of the Service. Niteshift reserves the right to modify the terms of these Terms and will provide notice of these changes as described below.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN AN ARBITRATION PROVISION REQUIRING INDIVIDUAL ARBITRATION AND WAIVING CLASS ACTIONS (SEE SECTION 12(f)). BY USING THE SERVICE, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION.

1. Niteshift Service and Eligibility

(a) Provision of Service. Subject to the terms and conditions of these Terms, Niteshift will provide you with access to the Service on a subscription basis for the Subscription Term (defined below). The Service is a cloud-based coding agent platform that automates code generation, testing, and pull request creation using artificial intelligence and machine learning technologies.

(b) Eligibility and Geographic Restrictions. The Service is intended for business use by users and companies located in the United States. By using the Service, you represent and warrant that (i) you are at least 16 years of age, (ii) you or your organization is located in the United States, and (iii) your use of the Service complies with all applicable U.S. federal, state, and local laws. We do not knowingly market to or collect data from individuals or organizations located in the United Kingdom or European Economic Area.

(c) Access to Service. You may access and use the Service on a non-exclusive and non-transferrable basis, solely for your internal business purposes, and only in accordance with the terms and conditions of these Terms and any end user technical documentation provided by Niteshift for the Service ("Documentation"). Unless otherwise licensed in accordance with other agreed upon terms, to the extent Niteshift provides you with any downloadable software, agents, SDKs, APIs, or other code in connection with the Service ("Niteshift Software"), Niteshift grants to you a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Niteshift Software during the applicable Subscription Term solely as reasonably necessary for your use of the Service in accordance with these Terms.

(d) Permitted Users. You may permit your employees, agents, independent contractors, and consultants to use the Service on your behalf ("Permitted Users"), provided you remain responsible for the acts and omissions of each such Permitted User. If you are given passwords to access the Service on Niteshift's systems, you shall require that all Permitted Users keep user ID and password information strictly confidential and not share such information with any unauthorized person. You shall be responsible for any and all actions taken using your accounts and passwords.

(e) Use by Affiliates. Each of your Affiliates (defined below) will be entitled to access and use the Service in accordance with these Terms; provided that you shall remain responsible to Niteshift for the actions and omissions of each such Affiliate (and each of such Affiliate's Permitted Users). The terms of these Terms will govern as if these Terms were separately executed by the applicable Affiliate of yours, and the term "you" as used in these Terms will be deemed as applying to such Affiliate of yours for the purposes of these Terms. "Affiliate" means an entity that, directly or indirectly, controls, is controlled by, or is under common control with a party. As used herein, "control" means the power to direct the management or affairs of an entity or the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity.

(f) General Restrictions. You shall not, and shall not allow any third party (including any Permitted User) to:

  • (i) sell, rent, lease or use the Service for time sharing purposes;
  • (ii) use the Service to help develop, or help provide to any third party, any product or service similar to or competitive with the Service;
  • (iii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of the Service;
  • (iv) copy, modify or create derivative works from the Service or any Documentation;
  • (v) remove or obscure any copyright or proprietary or other notice contained in the Service or Documentation;
  • (vi) propagate any virus, Trojan horse, or other malware or programming routine intended to damage any system or data;
  • (vii) access or use the Service in a manner intended to circumvent or exceed service account limitations or requirements;
  • (viii) use any Service in a manner that violates any applicable law, regulation, or legal requirement or obligation;
  • (ix) use any Service in violation of any third-party rights of privacy or intellectual property rights;
  • (x) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark any Service;
  • (xi) post, upload, transmit or provide any Customer Content that Niteshift reasonably deems to be unlawful, harmful, abusive or otherwise objectionable; or
  • (xii) use the Service except as expressly permitted by these Terms.

2. Your Obligations; Your Data

(a) Generally. "Customer Content" means code, files, prompts, messages, environment variables, bug reports, work-in-progress branches, and other information, data, and content, in any form or medium, that is submitted, uploaded, transmitted, or otherwise provided, directly or indirectly (including via a third-party provider or integration), from you (including from a Permitted User on your behalf) by or through the Service, or provided by you to Niteshift to input into the Service.

You are solely responsible for (i) the accuracy, content, and legality of all Customer Content, and (ii) for providing notices and obtaining consents as legally required from your Permitted Users and your customers and end users (as applicable) for the collection, use, processing, and transfer of Customer Content in connection with the Service.

You represent and warrant to Niteshift that:

  • you have sufficient rights in Customer Content to grant the rights granted to Niteshift in Section 2(b) below and that Customer Content does not infringe or otherwise violate the rights of any third party
  • your use of the Service and all Customer Content is and will be at all times compliant with all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy, international communications, and the exportation of technical or personal data
  • you will not submit protected health information, payment card information, or other regulated sensitive data to the Service and if you do so, you assume all risk and liability for any consequences arising from such submission.

Niteshift makes no representations as to the adequacy of the Service to process such data or to satisfy any legal or compliance requirements which may apply to such data.

(b) Rights in Customer Content and Use for Service Improvement.

As between the parties, you shall retain all right, title and interest (including any and all intellectual property rights) in and to Customer Content. You hereby grant to Niteshift a non-exclusive, worldwide, royalty-free license to use, host, copy, transmit, display, and process Customer Content solely as necessary to: (i) provide, maintain, support, and secure the Service in accordance with these Terms; and (ii) evaluate the performance of AI systems, test system functionality, improve prompts and workflows, identify and remediate bugs, enhance the accuracy and reliability of the Service, and otherwise improve the Service.

For clarity and emphasis, Niteshift does NOT use Customer Content to train generative AI models or machine learning models, unless you explicitly opt in to such use through your account settings or a separate written agreement. Niteshift uses commercially reasonable efforts to ensure that third-party AI providers engaged to power features of the Service (such as Claude Code, Codex, and similar services from providers like Anthropic, OpenAI, and Google) are contractually prohibited from using Customer Content transmitted through the Service for their own model training or improvement purposes, except as necessary to provide the Service to you (for example, for abuse detection, content filtering, or legal compliance as required by those providers). However, Niteshift cannot and does not guarantee the practices of third-party AI providers. If you provide your own credentials or API keys to connect third-party AI providers directly, your agreement with that provider governs their handling of your data, and Niteshift is not responsible for their practices.

(c) Usage Data. "Usage Data" means data and information relating to the access to, use of, and operation of the Service, including technical logs, telemetry, performance metrics, feature usage patterns, error rates, and aggregated interaction data, excluding Customer Content and Personal Data, and processed in aggregated and de-identified form. Niteshift may collect, generate, analyze, and use Usage Data for purposes of operating, maintaining, securing, analyzing, and improving the Service, including for product development, analytics, benchmarking, and service optimization, without any opt-in requirement, provided that such Usage Data does not identify Customer or any individual.

3. AI Features, Limitations, and Third-Party Integrations

(a) AI Output Disclaimer. YOU ACKNOWLEDGE THAT THE SERVICE USES ARTIFICIAL INTELLIGENCE, MACHINE LEARNING, AND NATURAL LANGUAGE PROCESSING TECHNOLOGIES THAT GENERATE CODE, SUGGESTIONS, PULL REQUESTS, AND OTHER OUTPUTS. AI-GENERATED OUTPUTS MAY BE INACCURATE, INCOMPLETE, INSECURE, UNSUITABLE FOR YOUR PURPOSES, OR SIMILAR TO THIRD-PARTY CONTENT. NITESHIFT DOES NOT WARRANT THAT AI-GENERATED OUTPUTS WILL BE ERROR-FREE, ACCURATE, COMPLETE, SECURE, OR FREE FROM INTELLECTUAL PROPERTY CLAIMS. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, TESTING, AND VERIFYING ALL AI-GENERATED CODE, SUGGESTIONS, AND OTHER OUTPUTS BEFORE USE IN PRODUCTION OR RELYING ON THEM FOR BUSINESS DECISIONS. YOUR RELIANCE ON AI OUTPUTS IS ENTIRELY AT YOUR OWN RISK.

(b) Third-Party Integrations. The Service integrates with third-party platforms and services (such as GitHub, Slack, Anthropic, OpenAI, Google, and other AI providers and development tools). Your use of those integrations is subject to the applicable third-party terms and conditions. Niteshift is not responsible for the availability, accuracy, security, or conduct of third-party services. Third-party AI providers may process Customer Content in accordance with their own terms and policies, and Niteshift is not liable for the acts or omissions of third-party AI providers.

4. Fees and Payment

(a) Fees. You agree to pay all fees specified in your subscription plan or as otherwise agreed in writing with Niteshift. All fees are non-refundable except as expressly set forth in these Terms. Niteshift may change its fees upon thirty (30) days' prior written notice to you, provided that such changes will not affect fees already paid or committed for the then-current Subscription Term.

(b) Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with your use of the Service.

5. Term and Termination

(a) Term. These Terms are effective as of the Effective Date and will continue in effect until terminated as set forth below. "Subscription Term" means the subscription period specified in your account settings or order confirmation, which will renew automatically for successive periods of the same duration unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

(b) Termination. You may terminate these Terms at any time through the mechanism offered in the Service. Niteshift may also suspend or terminate your access to the Service immediately if you materially breach these Terms, if required by law, or if Niteshift determines that your use poses a security risk to the Service or other users.

(c) Effect of Termination. Upon the expiration or termination of these Terms, (i) you shall immediately cease any and all use of and access to the Service (including any and all related Niteshift Technology) and (ii) Niteshift may, but is not obligated to, delete any of Customer Content or information from its records.

(d) Survival. The following Sections shall survive any expiration or termination of these Terms: 1(f), 2, 3, 4(b), 5, 6, 7, 8, 9, 10, 11, and 12.

6. Disclaimer

Warranty Disclaimer. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NITESHIFT AND ITS SUPPLIERS EACH EXPRESSLY DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. NITESHIFT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. NITESHIFT DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, OR SUITABILITY OF ANY OUTPUT GENERATED BY AI FEATURES OF THE SERVICE.

7. Limitation of Liability

(a) Cap on Liability. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 4(b) ABOVE.

(b) Exclusion of Certain Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) Account Security. You are responsible for all login credentials, including usernames and passwords, for administrator accounts as well as the accounts of your Permitted Users. Niteshift will not be responsible for any damages, losses, or liability to you, Permitted Users, or any other person if such credentials are not kept confidential by you or your Permitted Users, or if such credentials are correctly provided by an unauthorized third party logging into and accessing the Service.

(d) Exceptions to Liability Cap. EXCEPT IN CASES OF WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR A BREACH OF APPLICABLE LAW BY EITHER PARTY, AND, IN YOUR CASE, INFRINGEMENT OF NITESHIFT'S INTELLECTUAL PROPERTY RIGHTS, THE LIMITATIONS UNDER THIS SECTION 7 APPLY WITH RESPECT TO ALL LEGAL THEORIES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE PARTIES ACKNOWLEDGE THAT THIS SECTION 7 REFLECTS AN AGREED ALLOCATION OF RISK AND FORMS AN ESSENTIAL BASIS OF THE BARGAIN.

(e) Jurisdictional Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SUCH AS INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THESE TERMS GRANT SPECIFIC LEGAL RIGHTS, AND YOU AND PERMITTED USERS MAY ALSO HAVE OTHER RIGHTS THAT VARY BY JURISDICTION. THE FOREGOING DISCLAIMERS AND LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8. Indemnification

(a) Your Obligation. You agree to defend, indemnify and hold harmless Niteshift and its affiliates, licensors, and suppliers, and Niteshift's and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your and any Permitted User's use of and access to the Service, including any Customer Content or other content transmitted or received by you and any Permitted User; (ii) your violation of any term of these Terms; (iii) your or any Permitted User's violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your or any Permitted User's violation of any applicable law, rule or regulation; (v) your or any Permitted User's gross negligence, fraud, or willful misconduct; or (vi) any other party's access and use of the Service with your or any Permitted User's unique username, password or other appropriate security code (provided that such access and use was not the fault of Niteshift).

(b) Niteshift's Obligation.

  • (i) Niteshift shall defend, indemnify, and hold you and your affiliates, and your and their respective employees, contractors, agents, officers and directors, harmless from and against any third-party claim, action, or proceeding alleging that the Service, as made available by Niteshift and used by you pursuant to these Terms, infringes or misappropriates such third party's United States patent, copyright, trademark, or trade secret rights (each, an "IP Claim"), and shall pay any damages finally awarded against you or agreed to in a written settlement approved by Niteshift.
  • (ii) Niteshift shall have no obligation under this Section to the extent an IP Claim arises from or relates to:
    • (A) Customer Content, including any code, prompts, inputs, or data provided by or on behalf of you;
    • (B) any modification of the Service not made by or for Niteshift;
    • (C) use of the Service in combination with products, services, data, software, or systems not provided by Niteshift, where the IP Claim would not have arisen but for such combination;
    • (D) your failure to use updated or modified versions of the Service made available by Niteshift;
    • (E) third-party services, third-party AI model providers (such as Anthropic, OpenAI, Google), data enrichment sources, or integrations not owned or controlled by Niteshift; or
    • (F) your use of the Service in violation of these Terms or applicable law.
  • (iii) Mitigation. If the Service becomes, or in Niteshift's reasonable opinion is likely to become, the subject of an IP Claim, Niteshift may, at its option and expense: (A) procure the right for you to continue using the affected portion of the Service; (B) modify or replace the affected portion of the Service so that it becomes non-infringing while maintaining substantially equivalent functionality; or (C) if neither (A) nor (B) is commercially reasonable, terminate the affected portion of the Service and refund any prepaid fees paid by you for the terminated portion covering the remainder of the then-current Subscription Term.
  • (iv) Procedures. You must promptly notify Niteshift in writing of any IP Claim (provided that failure to give prompt notice shall only relieve Niteshift of its obligations to the extent materially prejudiced), grant Niteshift sole control of the defense and settlement of the IP Claim, and provide reasonable cooperation at Niteshift's expense.
  • (v) Sole and Exclusive Remedy. THIS SECTION STATES NITESHIFT'S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS BY THE SERVICE OR ANY PART THEREOF.

9. Confidential Information

(a) Definition. "Confidential Information" means information disclosed by one party to the other that is marked as confidential or proprietary or that ought reasonably to be understood as confidential or proprietary. All Niteshift Technology (including the Service, Niteshift Software, and Documentation), performance information relating to the Service, and the terms and conditions of these Terms (including the fees and pricing information) shall be deemed Confidential Information of Niteshift without any marking or further designation. Confidential Information does not include information that the recipient already lawfully knew, that becomes public through no fault of the recipient, that was independently developed by the recipient without any reference to or use of Confidential Information, or that was rightfully obtained by the recipient from a third party.

(b) Obligations. The recipient agrees not to disclose Confidential Information except to its Affiliates, employees, contractors, and agents who need to know it and have agreed in writing to keep it confidential. Only those parties may use the Confidential Information, and only to exercise the recipient's rights and fulfill its obligations under these Terms, while using at least a reasonable degree of care to protect it. The recipient may also disclose Confidential Information to the extent required by law after providing reasonable notice to the discloser and cooperating to obtain confidential treatment. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the disclosing party may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information.

(c) Customer Content Confidentiality. Niteshift will treat Customer Content as confidential and will not disclose it to third parties except (i) as necessary to operate, support, secure, and improve the Service as described in Section 2(b), (ii) as required by law or legal process, or (iii) with your consent. Niteshift restricts employee and contractor access to Customer Content to personnel with a legitimate business need and subject to confidentiality obligations. You acknowledge that, to operate, secure, and support the Service, Niteshift personnel may access Customer Content on a need-to-know basis.

10. Security

(a) Security Measures. Niteshift shall use reasonable physical, technical, and administrative safeguards designed to protect Customer Content from unauthorized access, use, or disclosure. Niteshift maintains industry-standard security measures appropriate to the nature of the data processed, including encryption of data in transit and at rest, access controls, and monitoring. Niteshift may provide you with a summary of its security certifications or a third-party audit report upon reasonable request.

(b) Security Incidents. Niteshift will notify you without undue delay after becoming aware of any security incident involving unauthorized access to, use of, or disclosure of Customer Content that is reasonably likely to result in harm to you. Such notification will include sufficient information to enable you to meet your own notification obligations under applicable law. Niteshift will take reasonable measures to remediate the security incident and prevent recurrence, and will cooperate with your investigation and compliance efforts. Notification of a security incident under this Section will not constitute an admission of fault or liability by Niteshift.

11. Data Processing

(a) Privacy Policy. Niteshift's Privacy Policy is incorporated into these Terms by reference. To the extent Niteshift processes Personal Data (as defined in the Privacy Policy) on your behalf subject to applicable Data Protection Laws (as defined below), such processing shall be governed by these Terms and the Privacy Policy.

"Data Protection Laws" means all applicable laws, regulations, and other legal requirements relating to privacy, data security, and data protection.

(b) Your Responsibilities. You are solely responsible for (i) providing all required notices to, and obtaining all required consents from, data subjects whose Personal Data is submitted to the Service, and (ii) ensuring that your use of the Service and submission of Personal Data complies with applicable Data Protection Laws.

(c) AI Processing. To the extent the Service uses artificial intelligence or machine learning technologies, any processing of Personal Data in connection with such features shall be governed by the Privacy Policy. As set forth in Section 2(b), Niteshift does not use Customer Content (including Personal Data) to train generative AI models without your explicit opt-in, but Niteshift does use Customer Content to evaluate AI system performance and improve the Service.

(d) Customer Privacy Compliance (United States Only). Customer is solely responsible for ensuring that any Personal Data submitted to or processed through the Service complies with all applicable United States federal and state privacy and data protection laws and regulations, including without limitation the California Consumer Privacy Act (CCPA) and similar state laws, to the extent applicable. Customer represents and warrants that it has provided all required notices and obtained all required consents for such processing. Niteshift has no responsibility for Customer's compliance obligations with respect to such Personal Data.

12. General Terms

(a) Assignment. These Terms will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign these Terms except upon the advance written consent of the other party, except that either party may assign these Terms without such consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign these Terms except as expressly authorized under this Section 12(a) will be null and void.

(b) Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of these Terms and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, or failure or diminishment of power or telecommunications or data networks or services.

(c) Subcontractors. Niteshift may use the services of subcontractors for performance of services under these Terms, provided that Niteshift remains responsible for such subcontractors' compliance with the terms of these Terms.

(d) Independent Contractors. The parties to these Terms are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.

(e) Severability. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that these Terms shall otherwise remain in effect.

(f) Governing Law; Jurisdiction and Venue; Arbitration. These Terms shall be governed by the laws of the State of New York and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court in New York, New York), any dispute arising under these Terms shall be finally settled in binding arbitration. The American Arbitration Association ("AAA") will administer the arbitration in accordance with its Commercial Arbitration Rules and Procedures, and the arbitration will be held in New York, New York. YOU AND NITESHIFT AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. YOU AND NITESHIFT WAIVE ANY RIGHT TO A JURY TRIAL.

(g) Notice. Any notice or communication required or permitted under these Terms shall be in writing to the parties at legal@niteshift.dev at such other address as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee upon email (transmission confirmed).

(h) Amendments; Waivers. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. Purchase orders (and similar documents) issued by you are for administrative purposes only (e.g., setting forth products and services ordered and associated fees) and any additional or different terms or conditions contained in any such order shall not apply (even if the order is accepted, or performed on by Niteshift). Niteshift may modify these Terms from time to time. If Niteshift makes material changes, Niteshift may notify you by email or by posting the updated Terms and updating the "Effective Date" at the top of these Terms. Your continued use of the Service after changes take effect and we notify you constitutes acceptance of the modified Terms.

(i) No Third-Party Rights. There are no third-party beneficiaries to these Terms.

(j) Export Compliance. Each party shall comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither party, nor any of its subsidiaries or any person acting on its behalf or owning 50% or more of its equity securities or other equivalent voting interests, is (i) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (ii) a national or resident of, or a segment of the government of, any country or territory for which the United States has embargoed goods or imposed trade sanctions.

(k) Entire Agreement. These Terms, together with the Privacy Policy, are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements and communications, relating to the subject matter of these Terms.