Midnight Thoughts

Last Updated: May 7th, 2025

Welcome to Midnight Thoughts (the "Publication"). By accessing or using our Publication, including its website, newsletters, and any other content or features offered (collectively, the "Services"), you agree to be bound by these Terms of Use ("Terms"). Please read them carefully.

1. Acceptance of Terms

These Terms constitute a legally binding agreement between you and Midnight Thoughts ("we," "us," or "our"). If you do not agree to these Terms, you may not access or use the Services.

2. User Accounts

You may need to create an account to access certain features of the Services, such as commenting or subscribing. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

We reserve the right to suspend or terminate your account at our sole discretion, without notice, for any reason, including but not limited to a violation of these Terms.

3. User Content

You may be able to submit, post, or display content, including comments, feedback, and other materials ("User Content") on the Publication.

You retain ownership of your User Content. However, by submitting User Content, you grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, host, store, reproduce, modify, publish, distribute, and display your User Content in connection with the Services.

You represent and warrant that your User Content does not violate any third-party rights, including copyright, trademark, privacy, or other personal or proprietary rights, and that it complies with all applicable laws and regulations.

You are solely responsible for your User Content and the consequences of posting or publishing it. We do not endorse any User Content and expressly disclaim any and all liability in connection with it.

We have the right, but not the obligation, to monitor, edit, or remove User Content that we believe violates these Terms or is otherwise objectionable.

4. Prohibited Conduct

You agree not to:

Use the Services for any unlawful purpose or in violation of these Terms or any applicable laws and regulations.

Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

Interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available.

Attempt to gain unauthorized access to any portion of the Services or any other accounts, computer systems, or networks connected to the Services.

Engage in any conduct that could damage, disable, overburden, or impair the Services.

Transmit any viruses, worms, malware, or other harmful code.

Collect or harvest any personally identifiable information from other users without their consent.

Post or transmit any content that is defamatory, libelous, harassing, abusive, threatening, discriminatory, hateful, obscene, or otherwise objectionable.

Engage in any spamming, phishing, or other unsolicited communications.

Infringe upon our intellectual property rights or the intellectual property rights of others.

Circumvent any measures we may use to restrict access to the Services.

5. Intellectual Property

The Publication and its original content, features, and functionality (excluding User Content) are and will remain the exclusive property of Midnight Thoughts and its licensors. These are protected by copyright, trademark, and other laws.

You may not use our trademarks, logos, or other proprietary graphics without our express written consent.

You are granted a limited, non-exclusive, non-transferable license to access and use the Services for your personal, non-commercial use in accordance with these Terms.

6. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MIDNIGHT THOUGHTS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED ONE U.S. DOLLAR ($1.00).

8. Indemnification

You agree to indemnify, defend, and hold harmless Midnight Thoughts, its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your User Content, your use of the Services, your violation of these Terms, or your violation of any rights of another party.

9. Third-Party Links

The Services may contain links to third-party websites or services that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any third-party websites or services.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of London, United Kingdom, without regard to its conflict of law provisions. Any legal suit, action, or proceeding arising out of or relating to these Terms or the Services shall be instituted exclusively in the courts located in London, United Kingdom. You waive any objection to the venue in and the jurisdiction of these courts.

11. Changes to These Terms

We reserve the right to modify or revise these Terms at any time, without prior notice. The updated Terms will be posted on the Publication with a new "Last Updated" date. Your continued use of the Services after any such changes constitutes your acceptance of the revised Terms.

12. Entire Agreement

These Terms constitute the entire agreement between you and us regarding your use of the Services and supersede all prior and contemporaneous agreements and understandings, whether oral or written.

13. Contact Us

If you have any questions about these Terms, please use the direct messaging service on Substack to contact us.