Welcome to the Nitewise application for mobile devices (from now on, the "Application" or "App"). The Application is intended to help users connect with people in real life through experiences and/or events in their respective locations. As well as to publish opinions about the experiences of the different service providers, content creators, and/or event organizers found within the application ("Event Organizers"). All this with the purpose of offering a better consumer experience for the user.

This Application is offered on the condition that you accept without modification all of the Terms and Conditions set forth below (the "Terms and Conditions"), as well as all other legal texts.

By accepting the Terms of Service and using the Services in any manner, you accept these Terms of Use without modification and enter into a binding contract with us. You are also bound by and represent that you have read and understood its terms. Therefore, we encourage you to read all Terms and Conditions, as they contain information relating to your legal rights and limitations on use. Thus, if you do not agree to these Terms and Conditions, you are not authorized to use the Application.

These Terms and Conditions may be modified in the future, which means that you understand and agree that your access to and continued use of the Application after significant changes signifies your acceptance of the modified Terms and Conditions.

At the bottom of the document, we will show the date on which the last revision of Terms and Conditions was made, and all revisions will apply immediately upon posting. In any event, we will notify you of all material changes to the Terms and Conditions by sending a notice to the email address you provided to us at the time of registration. Please be sure to periodically review the Terms and Conditions for the most current version.

1.1 Who we are

Nitewise is an entity in process of incorporation under the jurisdiction and laws of Spain, which for practical purposes and to be able to offer a limited and controlled service to active users from the launch of the Alpha version of Nitewise, we have to inform you that as of today October 18th, 2022 (and until further notice) those responsible for the operation, management of information and everything related to Nitewise are: Mauricio Gerardo Franco Herrada and Philippe Gaston Jean van Amerongen with fiscal address at Carrer de l'Hort de la Bomba, 2, piso 4 pta 4, 08001, Barcelona.

1.2 The services

The Nitewise Websites and domains, including nitewise.app, and all web pages, subdomains, country-level domain variants, and subparts of those Sites (collectively, our "Site"), as well as all services available on and/or through the Site or otherwise provided by us (including our application programming interfaces), and all of our free mobile applications including, without limitation, the Nitewise mobile app, which Nitewise offers, maintains and provides. We refer to these as our "Services".

1.3 Users

Through the Services, Nitewise offers a quick and easy means for registered users who are event organizers and planners ("Event Organizers") to create event registration, speaker profile, organizer profile, fundraising pages, and other pages related to their events, to disseminate those pages and events to visitors or browsers of the Services and to sell tickets and registrations (or to issue free registrations) and sell advertising products related to those events to users who wish to make purchases, registrations or donations from or to such events (including free events) ("Customers"). Collectively, we refer to Event Organizers, Customers, and other visitors and browsers of the Services as "Users" or "you".

As an indispensable condition to use the present Application, you guarantee that:

1. All the information you have provided in the Application is true, accurate, current and complete;
2. If you have registered in the Application, you will protect the information in your account, supervising and being totally responsible for any use of the account made by a person other than you;
3. You are eighteen (18) years of age or older to register for an account and use our Application and to purchase any type of product or service now or in the future available on our Application.
4. You have the legal capacity to accept these Terms and Conditions and use the Application in accordance with these Terms and Conditions;
5. You are responsible for the activities that are carried out through your account and you agree not to sell, transfer, grant licenses or assign your account, followers, name of and user or the rights of your account. With the exception of those companies or persons that are expressly authorized to create accounts on behalf of their employees or customers, Nitewise prohibits the creation of an account for anyone other than yourself and you agree not to create it. Likewise, you state that all the information you provided at the time of registration, as well as at any other time, is true, accurate, current and complete, and you agree to update your information as necessary to maintain its veracity and accuracy;
6. You agree not to request, collect or use the login credentials of other users of the Application;
7. You are solely responsible for the information you add to the application, whether privately or publicly, including not uploading places, references, experiences, images, music tracks or videos of places on which there are restrictions of any kind, either on the place itself or on the resources you have used to document it (photos, descriptions, etc.). The content you upload to the application will always be respectful of current regulations, such as those relating to the protection of credit, self-image, intellectual property, and privacy;
8. This also includes responsibility for the copyright of the images, video, music tracks or content that you add to the application from the platform's media (via app). In this sense, we understand that the video or image content you add publicly will be owned by you as its author, or it is freely disseminated content, or that you already have rights over it, or that it has been added with the permission of its legitimate owners;
9. Likewise, by declaring that you are responsible for the content you publicly contribute to the application, you also have the legitimate ability to provide us with a license to use it;
10. In the event that you link content from third parties, you must always respect their copyright, acknowledgement and any other moral or economic rights that the third party may hold over the content that is cited. In any case, it will always be done on a private and non-profit basis;
11. You are solely responsible for not uploading any memory in which a third party appears if you do not have the express consent of this person for publication and use by Nitewise, in accordance with these Terms and Conditions;
12. You agree that under no circumstances you will defame, harass, intimidate, abuse, threaten or impersonate a person or entity, nor publish confidential or private information through the Application, including, without limitation, information related to the credit card, social security or national identity document numbers, telephone numbers or private email addresses that belong to you or another person;
13. You will not use the Application for any purpose that is unauthorized or illegal. Thus, you agree to comply with all laws, rules and regulations (for example, state, local and provincial) that may be applicable to the Application, including, without limitation, copyright laws;
14. You are solely responsible for your conduct and data, texts, files, information, user names, images, graphics, photos, profiles, audio and video clips, sounds, musical works, authorship work, applications, links and any other type of content or materials that you send, post or show in the Application, with the exception of those musical works provided by Nitewise;
15. You must not change, modify, adapt or alter the Application, or change, modify or alter another website so that it is wrongly inferred that it is associated with the Application or Nitewise;
16. You must not send unwanted emails, comments, prompts, or messages (i.e., "spam") to any user of the Application;
17. You must not harm or interfere in the Application or servers or networks connected to the Application, including the transmission of worms, viruses, spyware, malicious software or any other code of a destructive or harmful nature. You may not insert content or code or alter or interfere with the manner in which any Nitewise page is displayed or displayed in a browser or device of the User;
18. You must not create accounts in the Application through unauthorized means, including without limitation, the use of automated devices, scripts, robots, trackers, spiders or scrapers;
19. You must not try to restrict the use or enjoyment of the Application to another User, or encourage or facilitate the infractions of these Terms and Conditions;
20. The violation of these Terms and Conditions may result in the closure of your account in the Application, which is at our sole discretion. You understand and agree that Nitewise will not be responsible for the content published in the Application and will use the Application at your own risk. If you infringe on the essence or spirit of the Terms and Conditions, or otherwise cause the risk that we may be legally exposed, we may stop providing all or part of the service we offer. This is regardless of whether Nitewise or affected third parties wish to exercise their rights to defend their interests in legal proceedings;
21. You are solely responsible for the interaction you establish with other Users of the Application. You agree that Nitewise is not responsible for the conduct of Users. Although we are not obligated, we reserve the right to monitor or involve ourselves in conflicts that may arise with other users. However, act with common sense and use your best judgment when interacting with other users, even when you share your Memories or share any type of personal or other information. It is prohibited the tracking, scraping, caching or access any content in the Application through automated means, including without limitation, User profiles, videos, and photos (except if they may be the result of standard search engine protocols or of technologies used by a search engine, and in this case only with the express consent of Nitewise);
22. In the event that you open an account in your own name or a third party that has given you authorization, you in your own name or you as authorized representative of the third party authorize to defend (at the request of Nitewise), indemnify and prevent Users of the Application from suffering damages caused or derived from the lawsuits, liabilities, losses and expenses, including without limitation, attorneys' fees and reasonable costs, derived from any of the following assumptions or related to them in some way (including as a consequence of the direct activities of the Application or the ones you have made in your account): (i) the content of your property or the access or use you make of the Application; (ii) the breach or alleged breach by you of these Terms and Conditions; (iii) the infringement by you over the right of a third party, including without limitation, the rights of property or privacy; (iv) your violation of any law, rule, regulation, code, statute, ordinance or request of any governmental or quasi-governmental authority, including without limitation, all regulatory, administrative and legislative authorities, or (v) any false statement made by you. You will cooperate to the extent that Nitewise requires, in order to defend any claim. Nitewise reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification on your part and, under no circumstances, will you file any claim without the prior written consent of Nitewise;
23. In addition, in the case you share content in the application that is suitable for economic compensation from Nitewise or any other product or service in which you can participate and for which you could be compensated, you will be responsible for complying with the legal and fiscal obligations deriving from the commercialization, either as part of your professional or business activity or as an individual without activity, deriving the transfer of image rights to Nitewise for the creation of a new derivative work.

1.4 Reservation of rights

Nitewise reserves the right to modify or terminate the services offered through the Application or access to it at any time, without prior notice, at any time, and with no liability to you. You can deactivate your account at any time. If we stop offering access to the Application or deactivate your account, then the photos, videos, comments, indicators that something you like, contacts and all other data will not be accessible through your account (for example, Users cannot access to your Nitewise account or see your user name and images), but that materials and data can be retained and appear in the Application (for example, if other users have shared your memories).

We reserve the right not to allow access to the Application of any person, for whatever reason and at any time.

We reserve the right to enforce the confiscation of any username for whatever reason.

Although we are not obligated, we may delete, edit, block and / or monitor the Memories uploaded to the Application or the accounts that are opened, always if we determine, entirely at our discretion, that they violate the Terms and Conditions.

The User of the Application, for his part, will not incur any charge for the use of the Application according to the present Terms and Conditions. In case the circumstances change, the User will be duly informed in advance, so that they can choose to stay registered or to unsubscribe before the new condition comes into force.

1.5 Limitation of liability

Nitewise is in no way responsible for the content you upload, whether it is within a public or private profile of the application and whether it contains private places or restrictions of any kind regarding the reproduction of images.

Likewise, Nitewise is not responsible in any case for the content that you upload in which third parties appear, if you do not have the consent of these users for publication and use by Nitewise, in accordance with these Terms and Conditions.

Nitewise will not be responsible for economic losses (including loss of income, data, benefits, contracts, business or savings); or loss of image or reputation; or indirect losses.

Nitewise will not be responsible and will not tolerate any abusive, inappropriate or questionable content, and will also not accept the use of the application by users whose activity is abusive, inappropriate or questionable in the same way, whether or not it causes harm to a third party. This type of behavior, in accordance with what is outlined in subsection (xvii) of section 1.3 relating to the obligations of the user, will cause the user to be reported, proceeding to the closing of the corresponding account at our discretion, either completely or partially ceasing the provision of the service. Nitewise commits to reporting such users, as well as the apparent questionable content, within fifteen (2) working days.

Failure by the user to comply with the obligations and, in general, with the content of the provisions of our legal texts, may also result in the closure of the user's account, as well as the filing of any legal action deemed appropriate by Nitewise to defend its interests.

1.6. Intellectual and industrial property. Content management and licensing in favor of Nitewise

Our application makes use of our own content and content uploaded by our users.

Nitewise owns the intellectual and industrial property rights related to the application itself (i.e. software development, source code, backend, frontend, design, logos, image, button panels, distribution, etc.) as well as the visual content it uses (any video, picture or itinerary prepared by the team, as well as a description of countries, regions, localities or places of any kind).

By using our services, you accept and acknowledge that all intellectual and industrial property rights -including trademarks, inventions and copyrights – over all materials and content made available to you when you use this website and application are owned by us or by third parties that have authorized or licensed this use. You can only use these materials in the context of the contracted services and/or with the prior express consent of us or the corresponding holders.

Furthermore, Nitewise is the legitimate copyright holder of the content it creates for use on or off the platform, whether on its own or third-party websites, media, or networks.

In turn, the user is responsible for the content they upload to the application, for which, in the case that they are from third parties, they take responsibility and ensure they have the necessary permissions from the legitimate owner to upload and disseminate said content.

If Nitewise detects that its own or a third party's copyright has been infringed, it may deactivate the account of the user who is alleged to have committed the infringement and reserves the right to take appropriate legal action.

Likewise, Nitewise will investigate any information provided by a third party in this regard, in defense of the copyright of its rightful owners.

If you detect that intellectual property rights have been infringed on any of the content in question, you can contact us at the following email address: contact@nitewise.app

On the other hand, by uploading content to the application, users declare that they own the intellectual property rights to their own content that they choose to upload voluntarily to the application and share with the rest of the community, or that they have the authorization of the owner, or that the content is freely disseminated, which implies the transfer of copyright over them, except for those rights that the law may qualify at any given time as inalienable.

In the case that they are proposed any exploitation proposal for their own intellectual property, they will be free to facilitate or not facilitate the transfer of exploitation rights in the conditions agreed upon.

The user is fully aware that the content that he/she uploads to the application may be known and used by third-party users, which expressly implies authorization to Nitewise or to these third parties to make use of them within the scope of the application itself, either through the app, the website, as well as in Nitewise app's social networks.

Likewise, by posting your content on Nitewise you are granting us the license to make use of it:

By posting your Content on our App Platform, you grant Nitewise or companies with which Nitewise has commercial agreements an international, non-exclusive, transferable, sub-licensable, royalty-free license to host, use, distribute, modify, perform, reproduce, publicly display, publicly perform, translate and create derivative works of your Content.

In relation to the above, said license may be revoked at any time by the user, by sending an email to contact@nitewise.app indicating the content for which he/she wishes to revoke the said license of use and exploitation. Whenever technically possible, Nitewise will cease to use such content and will refer those third parties with whom it has commercial agreements and who have the same, to do the same.

Nitewise shall not be liable for the use that third parties may have made of the content for which the user has granted the license for use and exploitation.

Nitewise will not use your content in advertisements for third party products and services that are displayed to others without separate consent (including Sponsored Content), although you agree and acknowledge that such companies may include advertisements and promotions on our application, next to, near or otherwise in close proximity to your or others' content.

Nitewise will not grant any third party the right to publish your Public Content in places other than the Nitewise platform. However, if you share your Public Content, it will be displayed publicly and we will enable a feature that allows other users to share it, by embedding the post or otherwise on third-party services. In addition, we will enable search engines to perform searches.

1.7 Terms of use of the Application

The purpose of Nitewise and its Application is to create a social network in which users can share their experiences related to travel, tourism, and leisure, by publishing multimedia content.

(i) Personal account

If you wish to use the Application, you must register it on the same page through the form created for that purpose, for which you may follow the instructions indicated therein and indicate the required information (the "Registration Form"). Specifically, the data required in the Registration Form are the email, username, gender, and date of birth.

Registration in the Application can be done, either through the social login options provided by: Google, Facebook or Apple. Once registered, you will be the holder of a personal account called a "profile", in which the activity is carried out under the terms that will be described later. Registering on the application via any of these options means that you are providing us with personal data you provided to these applications, such as your email address, which is indicated in the registration process before you confirm your registration.

Through this procedure, you will get access to your personal account, and through the same account, you have access to all the services provided by Nitewise as well as its Community.

You are solely responsible for maintaining the confidentiality of your credentials, committing yourself to your security and not offering your data to third parties.

In the event that you detect that your account has been supplanted by a third party, you must inform nitewise's legal team as soon as possible at the electronic address contact@nitewise.app, in order to adopt the relevant measures.

The fraudulent use of a personal account by the User or a third party will mean the loss of the right to continue using the features of the Application.

(ii) Creation of the user profile

The elaboration of your profile should be according to the content and thematic of the purpose of the Application. For this reason, we will delete those profiles that contain:

• Images or language of a violent nature;
• Language or suggestions of a sexual nature;
• Defamatory, discriminatory, abusive, aggressive, and/or violent content;
• Offensive and/or obscene language;
• Images that Nitewise can identify as the user not having the rights of use, reproduction, or authorship.

Nitewise may immediately suspend or cancel an account that violates any of the conditions mentioned in these Terms and Conditions, without prior notice.

Nitewise will allow you, through a search engine, to search for places, events, experiences, or services that will be identified by the tags associated with the multimedia content.

Further:

1. In relation to intellectual property rights over texts, images or videos uploaded to the Application, you specifically grant us a non-exclusive, transferable, worldwide license, with unlimited duration, to use, communicate, publish, disseminate or modify such contents.
2. When you publish a memory in the Application, it will be accessible to everyone, not only to the Users of the application but to any person, even if they are unaffiliated to the Application.

Furthermore:

• Nitewise reserves the right to publish itineraries, places or parts of them that have been made public by the user themself (i.e. who has decided to share them) on our Instagram or Facebook accounts, since by registering as a user of our application you have accepted.
• In turn, any Facebook or Instagram user outside the Nitewise community who wants us to publish or share certain images published on those platforms will only have to use our corporate hashtags or tag us in their post.
• In this way, you will be granting us the use and distribution of the publication on the social network. This transfer is understood to be made free of charge without any type of compensation, without geographical determination and for an unlimited period of time.

(iii) Services offered by Nitewise

In order that access to the Application is fun and safe, we present below the services we offer, as well as the essential conditions that you must respect for the benefit of the entire Nitewise Community. Thus, the membership of the Nitewise Community allows you to access the following services:

• Discover experiences or events through Nitewise's recommendations, videos, and images of those experiences, events, or services posted by community members, as well as their opinions and recommendations.
• Perform advanced searches to get recommendations for specific experiences, events, places or services. Nitewise will provide you with recommendations that match the selected criteria.
• Explore any experience in a structured way through the profiles of Event Organizers or any other type of user within the application.
• React to and interact with other Users' photos and videos by liking or saving them as favorites or sharing them through third-party channels such as Whatsapp.
• Post and share your own content, grouped in albums that are created in your user profile.

The services offered by Nitewise can vary or be modified. Nitewise will provide you with timely information about new services that will be available or ones that will no longer be available. The information will be updated in our legal texts, but you can also receive notifications through different mediums, such as push notifications, emails, etc. The sending of this type of information does not require prior consent as it relates directly to the service that Nitewise is providing.