Midnight Talk – Terms of Service

Last updated: [10 September 2025]

1. Introduction

These Terms of Service (“Terms of Service” or “Terms”) constitute a legally binding agreement between you (“you”, “User”) and Midnight Talk LLC, a Wyoming limited liability company (“Midnight Talk”, “Company”, “we”, “us”, or “our”).

These Terms govern your access to and use of:

• the Midnight Talk websites, including but not limited to MidnightTalk.com, Midnight.talk, and any other website we operate that links to these Terms (collectively, the “Website”);

• any mobile or web applications we make available (collectively, the “App”); and

• all related content, features, technology, and services that enable Users to offer and purchase live video or audio calls (the “Services”).

Midnight Talk provides an online platform that allows eligible users who are creators (“Creators”) to offer live, private video and/or audio calls (“Calls”) to other users (“Fans”) for a fee. Midnight Talk provides the technology to discover Creators, request and conduct Calls, and process payments. Midnight Talk is not a party to any Call between a Creator and a Fan and does not provide the underlying advice, coaching, conversation, or other services delivered during a Call.

Please read these Terms carefully before using the Services.

If you do not agree to these Terms, you must not access or use the Services.

2. Acceptance of This Agreement and Eligibility

2.1 Acceptance

By accessing or using the Services, or by clicking to accept or agree to these Terms when this option is presented to you, you acknowledge and agree that you:

1. Have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference into these Terms.

2. Agree to comply with all applicable laws, rules, and regulations in connection with your use of the Services.

3. Understand that these Terms apply whether you access the Services as a guest or as a registered User.

If you do not agree to these Terms, you must not access or use the Services.

2.2 Minimum Age and Legal Capacity

You represent and warrant that:

1. You are at least eighteen (18) years old or the legal age of majority in your jurisdiction, whichever is higher.

2. You have the legal capacity and authority to enter into a binding contract with us.

3. You will not allow any minor or person under the age of 18 to access or use the Services through your account or otherwise.

The Services are not intended for, and may not be used by, anyone under the age of 18. We may terminate or suspend your access to the Services if we reasonably believe you are under 18 or otherwise ineligible.

2.3 Access from Other Jurisdictions

You are responsible for ensuring that your access to and use of the Services is lawful in your jurisdiction. If you access the Services from a jurisdiction where such access is not permitted, you do so at your own risk and are solely responsible for compliance with local laws.

3. Changes to These Terms

We may revise and update these Terms from time to time in our sole discretion. Unless otherwise stated, changes are effective when we post the updated Terms on the Website or App.

Your continued use of the Services after any changes are posted constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically for updates. If you do not agree to the updated Terms, you must stop using the Services.

4. User Accounts and Responsibilities

4.1 Account Registration

Access to certain features of the Services, including creating or booking Calls, requires registration and the creation of an account (“Account”). When you create an Account, you agree to:

• Provide true, accurate, current, and complete information as requested.

• Maintain and promptly update such information to keep it true, accurate, current, and complete.

We may suspend or terminate your Account if any information you provide is, or becomes, untrue, inaccurate, not current, or incomplete.

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your login credentials (e.g., username, password, multi-factor authentication codes);

• Restricting access to your Account and devices; and

• All activities that occur under your Account, whether or not authorized by you.

You agree to:

1. Notify us immediately at help@dialme.now of any unauthorized access to or use of your Account or any other security breach.

2. Log out of your Account at the end of each session.

3. Use particular caution when accessing your Account from a public or shared device so that others cannot view or record your credentials or personal information.

We are not liable for any loss or damage arising from your failure to safeguard your Account credentials.

4.3 Personal Responsibility

You are solely responsible for:

• Your use of the Services and all activities conducted under your Account;

• The security and configuration of your devices, networks, and software; and

• Ensuring that your use of the Services complies with these Terms and applicable law.

5. Description of Services; Calls and Scheduling

5.1 Services Overview

Midnight Talk provides a technology platform that:

• Allows Creators to create profiles and offer live video or audio Calls to Fans;

• Allows Fans to discover Creators and request Calls;

• Facilitates scheduling and initiation of Calls; and

• Processes payments through authorized third-party payment providers.

Midnight Talk does not provide professional, medical, legal, financial, therapeutic, or other licensed services, and does not control or guarantee the content or quality of any Call. All interactions during Calls are solely between Creators and Fans.

5.2 Nature of Calls

Calls may be video or audio only, as enabled by the Services. Unless expressly stated by Midnight Talk, Calls are:

• Private one-on-one experiences between a Creator and a Fan; or

• Group Calls, only if explicitly offered and supported by the platform.

Creators are solely responsible for the content of Calls, subject to these Terms and applicable law.

5.3 Scheduling and Call Start

When a Fan requests or books a Call:

1. The Fan selects an available time window, duration, or format as offered by the Creator.

2. The Services may send reminders or notifications, but you are responsible for tracking scheduled Calls and time zones.

3. A Call is considered to have “started” when both parties are connected via the Services’ call interface.

If a Call does not begin within the time frame specified by the Services (e.g., the scheduled time or platform-defined call window), it may be automatically cancelled and treated as not having occurred.

5.4 Late Arrivals and No-Shows

We may establish and display rules regarding late arrivals and no-shows, including:

• Fan no-show/late arrival: If a Fan fails to join the Call within the time window specified by the Services, the Call may be cancelled, and the Fan may not be entitled to any refund.

• Creator no-show/late arrival: If a Creator fails to join the Call within the time window specified by the Services, the Fan may be eligible for a refund or other remedy as determined by Midnight Talk in its sole discretion.

Specific rules may be posted on the Website, App, or in FAQs and are incorporated into these Terms by reference.

6. Payments, Authorizations, and Refunds

6.1 General Payment Terms

Use of certain features of the Services requires payment of fees by Fans to Creators. Fees may include:

• Call fees set by Creators; and

• Platform fees or processing fees retained by Midnight Talk.

All prices are displayed in U.S. dollars (USD), unless otherwise stated. Prices and fees may change at any time, in our sole discretion.

6.2 Payment Methods

We currently accept payment methods via our authorized third-party payment provider(s), which may include:

• Stripe

• Visa

• Mastercard

• Apple Pay

• Google Pay

We do not guarantee the availability of any specific payment method at any time and may add, remove, or suspend payment methods at our sole discretion.

You agree to provide current, complete, and accurate payment information and to promptly update it as needed to keep it current. By providing payment information, you authorize us and our third-party payment providers to charge your payment method for:

• Call fees;

• Applicable taxes; and

• Any other charges incurred in connection with your use of the Services.

6.3 Payment Authorizations for Calls

When a Fan books a Call:

1. Midnight Talk (through its payment provider) places a payment authorization hold on the Fan’s selected payment method for the relevant amount (e.g., the expected cost of the Call and any applicable taxes and fees).

2. This authorization is not an immediate charge; it is a hold to confirm the availability of funds.

If the Call starts and is successfully initiated within the platform’s time window:

• Midnight Talk (through its payment provider) will capture the authorized amount and charge the Fan after the Call begins, according to the applicable pricing model (e.g., per Call or per minute, as enabled by the platform).

If the Call does not start within one (1) hour after the scheduled start time (or within such other time period we notify you of), the authorization hold will be automatically released by our payment provider and no charge will be made for that Call, subject to your bank or card issuer’s policies on holds and releases.

We are not responsible for any delays caused by your bank or payment provider in releasing authorization holds.

6.4 Taxes

You are responsible for any sales, value-added, or similar taxes that may apply to your purchases or earnings through the Services, except where we are required by law to collect such taxes. Where required, applicable taxes will be added to the price and displayed before you complete a purchase.

Creators are solely responsible for determining and fulfilling any tax obligations associated with their earnings.

6.5 Refunds and Call Quality

Refunds are limited. Refunds or credits may be issued in Midnight Talk’s sole discretion, including, for example, if:

• Severe and sustained technical issues attributable to Midnight Talk’s infrastructure prevent a Call from being initiated or substantially completed; or

• Our monitoring systems show that call quality was extremely poor (e.g., persistent disconnections or failure to connect) such that the Fan effectively did not receive the service.

We monitor technical data relating to Calls (e.g., connection status, quality metrics, timing, and other metadata) to assess call quality and prevent abuse. Based on this monitoring, we may determine in our sole discretion whether a refund or credit is warranted.

Refunds are not generally provided for:

• Dissatisfaction with the content, style, advice, or personality of the Creator;

• Shorter Calls where the Creator was permitted to end the Call;

• Situations where the Fan’s own equipment, network, or environment caused call issues; or

• Violations of these Terms by the Fan.

All refund decisions are final and made at Midnight Talk’s sole discretion, except where otherwise required by applicable law.

6.6 Pricing Errors and Order Refusals

We reserve the right to correct any pricing errors, even if we have already requested or received payment. If we correct a price and you do not wish to proceed with the transaction, we may cancel it and issue a refund for any amount already paid.

We may refuse any order or booking at our sole discretion, including for suspected fraud, violation of these Terms, or other risk-related reasons.

7. Earnings and Payments to Creators

7.1 Creator Pricing

If you are a Creator, you may be permitted to set your own prices for Calls, subject to any minimums, maximums, or pricing structures we specify. You agree to:

• Accurately represent your services and pricing;

• Comply with all applicable laws and regulations in connection with the services you provide; and

• Not mislead Fans regarding timing, length, or nature of the Call.

7.2 Revenue Share and Fees

Unless otherwise stated in a separate agreement or updated Creator terms:

• Creators will receive eighty percent (80%) of the net amount paid by the Fan for a Call (after any applicable taxes and discounts), and

• The remaining portion will be retained by Midnight Talk as its platform fee.

Our fee structure is subject to change at any time. Any updates will apply prospectively to future Calls after we have provided notice (which may be provided by updating these Terms or posting new Creator terms).

7.3 Creator Wallet and Payouts

We or our third-party payment provider (such as Stripe) may provide tools for Creators to view an internal balance (e.g., “Creator Wallet” or “Earning Balance”) that reflects amounts accrued from completed Calls, subject to:

• Our fees and any applicable taxes; and

• Adjustment for refunds or chargebacks.

Funds in your Creator Wallet are not held by Midnight Talk; they are held and processed by our third-party payment provider. You may request a payout to your designated bank account or other supported payout method, subject to:

• Completion of all required identity verification (e.g., KYC) and tax forms;

• Minimum withdrawal thresholds; and

• Any payout schedule or limits set by Midnight Talk or its payment providers.

Your use of payout services is governed by your agreement with the payment provider, not these Terms. We are not responsible for delays or issues caused by the payment provider.

7.4 Chargebacks, Fraud, and Adjustments

If a Fan disputes a charge or a chargeback is issued:

• Midnight Talk may, in its sole discretion, withhold, delay, or deduct amounts related to that Call from your Creator Wallet or future payouts;

• You may be required to reimburse Midnight Talk for any amounts refunded or charged back, plus associated fees and costs.

If we suspect fraud, money laundering, or other illegal activity:

• We may withhold, delay, or seek repayment of any payments we believe are related to such activity;

• We may suspend or terminate your Account and report suspected activity to law enforcement or regulatory authorities.

Midnight Talk is not liable for any damages you may incur as a result of withheld or reversed payments based on suspected or actual violations.

8. External Payments and Unauthorized Transactions

8.1 Prohibition on External Payments

To protect Users and maintain the integrity of the Services:

• You must not solicit, accept, or make any payment outside the Midnight Talk platform (including but not limited to cash, bank transfer, crypto, or other payment platforms) for any Call or other services that are arranged or initiated through Midnight Talk.

• You must not encourage, direct, or instruct any User to complete a transaction or Call-related payment outside the Services.

Any attempt to circumvent the platform for payment purposes is a material breach of these Terms and may result in immediate account suspension or termination.

8.2 User Responsibility and Reporting

If another User or Creator:

• Requests or suggests paying or being paid outside the platform; or

• Offers to provide Calls or other services in exchange for external payment,

you must promptly report this to us at help@Midnight Talk.now.

8.3 No Liability for External Transactions

Midnight Talk is not responsible for any losses, disputes, or issues arising from payments or transactions conducted outside the Services, regardless of whether such transactions originated from relationships formed on the platform. You engage in such transactions at your own risk and in violation of these Terms.

9. Prohibited Activities

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

1. Use the Services in any way that violates any applicable federal, state, local, or international law or regulation.

2. Exploit, harm, or attempt to exploit or harm minors in any way, including by exposing them to inappropriate content or attempting to communicate with anyone under 18.

3. Use the Services to send, receive, or promote any material that violates these Terms or our policies, including community and content standards.

4. Transmit or facilitate the transmission of any advertising or promotional materials (including “junk mail,” “chain letters,” “spam,” or unsolicited marketing) not expressly authorized by us.

5. Impersonate or attempt to impersonate Midnight Talk, a Midnight Talk employee, another User, or any other person or entity.

6. Engage in conduct that, in our sole discretion, restricts or inhibits any person’s use or enjoyment of the Services, or may harm Midnight Talk or Users or expose them to liability.

7. Use the Services to promote illegal activities or provide instructions for illegal acts.

8. Use the Services to stalk, harass, threaten, or abuse others or to promote hate or violence.

9.1 Technical Misuse and Security

You agree not to:

1. Use the Services in any way that could disable, overburden, damage, or impair our servers or networks, or interfere with any other party’s use of the Services.

2. Use any robot, spider, scraper, crawler, or other automated device or process to access, monitor, or copy any part of the Services without our express written consent.

3. Use any manual process to monitor or copy any material on the Services for any unauthorized purpose without our prior written consent.

4. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

5. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server(s) on which the Services are hosted, or any network, device, or database connected to the Services.

6. Attack the Services via a denial-of-service (DoS) or distributed denial-of-service (DDoS) attack.

7. Otherwise attempt to interfere with the proper working of the Services.

10. Content & Community Standards (Including Calls and Nudity Policy)

10.1 General Behavior Standards

You are responsible for all behavior and content you provide or display in connection with the Services, including:

• Content in your profile;

• Any text, images, or media you upload or share; and

• Your conduct and speech during Calls.

You must not:

• Use defamatory, obscene, indecent, hateful, harassing, or abusive language or behavior;

• Promote discrimination or hatred based on race, ethnicity, gender, religion, nationality, disability, sexual orientation, or age;

• Encourage self-harm, violence, or illegal activities; or

• Spread misinformation, scams, or fraudulent schemes.

10.2 Nudity and Sexual Content Policy

Midnight Talk has a zero-tolerance policy for nudity and sexually explicit content on the Services, including during Calls, in profiles, or in any media uploaded or shared through the platform. Specifically, you must not:

1. Display or depict full or partial nudity, including genitalia or breasts, in a sexualized or explicit context.

2. Engage in sexually explicit acts, solicit sexual services, or perform adult entertainment during Calls.

3. Share pornographic content, sexual images, or sexually explicit drawings or animations.

4. Use the Services to arrange in-person sexual encounters or prostitution.

Violations of this policy may result in immediate suspension or termination of your Account and may be reported to law enforcement where required.

10.3 Reporting

You may report content or behavior that violates these Terms through any reporting tools provided in the Services or by contacting us at help@Midnight Talk.now. We may review and take appropriate action, including content removal or account termination.

11. Recording and Privacy in Calls

11.1 No Recording by Midnight Talk

Midnight Talk does not record the audio or video content of Calls. However, we may collect and store metadata and technical information related to Calls (such as timestamps, duration, participants, connection quality metrics, and other diagnostic data) for:

• Operational purposes;

• Trust and safety;

• Fraud detection;

• Dispute resolution related to technical issues; and

• Legal compliance.

11.2 No Recording by Users

Creators and Fans are not permitted to record, capture, or reproduce any part of a Call in any form, including but not limited to:

• Screen recording or capturing;

• Audio recording on any device;

• Taking screenshots or photos of the video feed; or

• Broadcasting or streaming Calls to third parties.

Any such recording or sharing of Call content without the express consent of all participants is strictly prohibited and constitutes a material breach of these Terms.

We cannot absolutely prevent users from employing external tools to record Calls. If you choose to participate in a Call, you acknowledge that, despite our prohibition, another party may attempt to record without your knowledge or consent, and they alone are responsible for any legal consequences. You agree that Midnight Talk is not liable for any unauthorized recording by other Users.

11.3 Compliance with Applicable Law

If any law in your jurisdiction requires specific consents or disclosures for recording communications, you are solely responsible for complying with such laws. Our prohibition on recording does not relieve you of your legal obligations.

12. Intellectual Property Rights

The Services and their entire contents, features, and functionality (including but not limited to information, software, text, graphics, logos, icons, audio, video, designs, and the arrangement thereof) are owned by Midnight Talk, its licensors, or other providers and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

12.1 Limited License to You

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the Services for your personal, non-commercial use (unless you are a Creator using the Services as permitted herein); and

• View content made available to you via the Services, solely in connection with your use of the platform.

You must not:

1. Modify, reproduce, distribute, publicly display, publicly perform, republish, download, store, or transmit any part of the Services, except as permitted by these Terms or expressly authorized by us.

2. Remove or alter any copyright, trademark, or other proprietary rights notices from the Services.

3. Use our trademarks, trade dress, or logos without our prior written permission.

All rights not expressly granted to you in these Terms are reserved by Midnight Talk and its licensors.

13. User Content and License Grants

13.1 User Content

The Services may allow you to create, submit, post, display, transmit, or share content (“User Content”), including but not limited to:

• Profile information, bios, and photos;

• Descriptions of services offered by Creators;

• Feedback, ratings, or reviews; and

• Any other text, images, or media you upload or share through the Services.

User Content does not include the live audio or video content of Calls, which we do not record, but does include any information you choose to upload or send through chat or messaging features associated with Calls.

You are solely responsible for your User Content and for ensuring it complies with these Terms and applicable law.

13.2 License to Midnight Talk – Public and Shared Content

By submitting or making User Content available on or through the Services (e.g., your profile, public posts, or promotional materials), you grant Midnight Talk a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to:

• Use, reproduce, modify, adapt, publish, translate, distribute, and display such User Content in connection with operating, promoting, and improving the Services; and

• Create derivative works from such User Content to the extent necessary to provide and improve the Services (for example, translations, formatting, or resizing).

This license continues as long as your User Content is available on the Services or as needed for legitimate business purposes (e.g., backups, legal obligations), whichever is longer.

13.3 Private Call Content

Midnight Talk does not record Calls and does not use the live audio or video content of Calls for advertising or promotional purposes. However, you acknowledge that:

• Participants in a Call may discuss or describe information that could later be shared as User Content; and

• Any such subsequent User Content is subject to the license described above.

13.4 Your Representations and Warranties

You represent and warrant that:

1. You have all necessary rights in and to your User Content and the authority to grant the licenses described in these Terms.

2. Your User Content does not infringe or violate any third-party rights, including intellectual property, privacy, or publicity rights.

3. Your User Content complies with these Terms and all applicable laws.

We do not claim ownership of your User Content. You retain all rights in your User Content, subject to the licenses granted to Midnight Talk under these Terms.

14. Our Rights Regarding User Content and Enforcement

We reserve the right, but are not obligated, to:

1. Review, monitor, edit, or remove any User Content in our sole discretion.

2. Take any action we deem appropriate if User Content violates these Terms or may create liability for Midnight Talk or any third party, including removal of content and suspension or termination of Accounts.

3. Disclose your identity or other information about you to any third party who claims that User Content posted by you violates their rights.

4. Refer matters to law enforcement or regulatory authorities where we believe unlawful activity has occurred or may occur.

You waive and hold harmless Midnight Talk and our affiliates, officers, employees, and agents from any claims resulting from actions taken by us as part of an investigation or from the consequences of actions taken by us or law enforcement.

15. Third-Party Links and Content

The Services may contain links to third-party websites, resources, or services and may display third-party content (collectively, “Third-Party Content”). We provide Third-Party Content solely as a convenience and do not control or endorse it.

You acknowledge and agree that:

• We are not responsible for the content, accuracy, or availability of Third-Party Content;

• We are not liable for any loss or damage arising from your use of or reliance on Third-Party Content; and

• Your use of Third-Party Content is governed by the terms and policies of the relevant third party.

16. Social Media Features

The Services may offer social media features that allow you to:

• Link to specific pages or content on the Services from your own or third-party websites;

• Share content from the Services via email or social media platforms; or

• Display limited content from the Services on your own or third-party websites.

You may use these features solely as they are provided by us and subject to the following:

• You must not establish a link from any website that you do not own or control.

• You must not frame or inline-link any part of the Services without our express written consent.

• You must not link to any part of the Services in a way that implies sponsorship or endorsement by Midnight Talk without permission.

• Any website on which you display our content must comply with these Terms and applicable law.

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

17. Software

Any software we provide as part of the Services, including updates or upgrades (“Software”), is licensed, not sold, to you. Your use of the Software is subject to:

• These Terms; and

• Any additional End User License Agreement (“EULA”) presented to you at the time of download or installation.

If there is a conflict between these Terms and a Software-specific EULA, the EULA will control with respect to that Software.

18. Mobile Application

If you access the Services through our mobile App obtained from a third-party app store (such as Apple App Store or Google Play Store), the following additional terms apply:

1. Your use of the App is subject to the terms and policies of the app store provider.

2. The app store provider is not responsible for providing maintenance or support services for the App.

3. To the maximum extent permitted by law, the app store provider has no warranty obligations with respect to the App.

4. You represent and warrant that you are not located in a country subject to a U.S. government embargo and are not on any U.S. government list of prohibited or restricted parties.

5. The app store provider is a third-party beneficiary of the applicable App terms and may enforce such terms against you.

19. Disclaimers; No Professional Advice

19.1 General Disclaimer

You understand and agree that your use of the Services, including participation in any Calls, is at your own risk. The Services and all content, information, and features are provided on an “as is” and “as available” basis, without any warranties of any kind, whether express or implied, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;

• Warranties regarding availability, accuracy, completeness, reliability, or security of the Services; or

• Warranties that the Services will be error-free, uninterrupted, or free of harmful components.

We do not guarantee that any Call will provide any particular result, outcome, or benefit.

19.2 No Professional Advice or Relationship

Creators may offer opinions, coaching, guidance, or other information during Calls. However:

• Midnight Talk does not employ or endorse any Creator as a professional advisor, therapist, doctor, lawyer, financial adviser, or other licensed professional;

• Content shared during Calls is for informational or entertainment purposes only;

• Calls do not create any professional-client relationship (such as doctor–patient, attorney–client, or therapist–patient relationship).

You should not rely on any information or advice provided during Calls as a substitute for professional advice and should seek appropriate independent professional guidance for medical, legal, financial, mental health, or other matters.

20. Limitation of Liability

To the maximum extent permitted by law:

1. Exclusion of Certain Damages. Midnight Talk and its affiliates, officers, directors, employees, agents, service providers, and licensors will not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, loss of data, loss of goodwill, business interruption, or other intangible losses, arising out of or in connection with:

   • Your access to or use of, or inability to access or use, the Services;

   • Any conduct or content of any User or third party;

   • Any content obtained from the Services; or

   • Unauthorized access, use, or alteration of your transmissions or User Content.

2. Cap on Liability. In no event will the total liability of Midnight Talk and its affiliates, officers, directors, employees, agents, service providers, and licensors for all claims arising out of or relating to these Terms or the Services exceed the greater of:

   • The total amount you paid to Midnight Talk for use of the Services during the six (6) months preceding the event giving rise to the claim; or

   • One hundred U.S. dollars (USD $100).

The limitations above apply regardless of the form of action, whether based in contract, tort (including negligence), strict liability, or any other legal theory, even if we have been advised of the possibility of such damages or if any remedy fails of its essential purpose.

Some jurisdictions do not allow exclusion or limitation of certain damages; in such jurisdictions, our liability will be limited to the maximum extent permitted by law.

21. Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless Midnight Talk and its affiliates, officers, directors, employees, agents, service providers, and licensors from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to:

1. Your breach of these Terms or any other applicable policies;

2. Your use of the Services, including your User Content and any Calls you participate in;

3. Your interaction with any other User, including Creators or Fans;

4. Your violation of any law or the rights of any third party; or

5. Any payments or transactions you make or receive outside the Services.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense of such claims.

22. Privacy Policy

Your use of the Services is also governed by our Privacy Policy, which explains how we collect, use, and share information about you. By using the Services, you acknowledge that you have read and understood our Privacy Policy.

23. Governing Law and Jurisdiction

These Terms and any dispute arising out of or relating to them, the Services, or any Call will be governed by and construed in accordance with:

• The laws of the State of Wyoming, and

• Applicable federal laws of the United States,

without regard to conflict of law principles.

Subject to any mandatory protections under applicable consumer law:

• Any legal action or proceeding arising out of or relating to these Terms, the Services, or any Call shall be brought exclusively in the state or federal courts located in the State of Wyoming; and

• You and Midnight Talk hereby consent to the personal jurisdiction of such courts and waive any objection as to inconvenient forum.

If you are a consumer resident in the European Union, Switzerland, Norway, or Iceland, you may also have the right to bring claims in your country of residence under mandatory local law, and nothing in these Terms limits any consumer rights you may have under such laws.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

24. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect.

25. Entire Agreement

These Terms, together with any other documents or policies expressly incorporated by reference (including our Privacy Policy and any Creator-specific or App-specific terms), constitute the entire agreement between you and Midnight Talk with respect to the Services and supersede all prior or contemporaneous agreements, understandings, or representations, whether written or oral.

No oral statements or representations by Midnight Talk or any third party are binding unless expressly incorporated into a written agreement signed by Midnight Talk.

26. Waiver

No waiver by Midnight Talk of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or any other term, and any failure by Midnight Talk to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

27. Notices

27.1 Notices from Midnight Talk to You

We may provide notices to you by:

1. Email to the address associated with your Account; and/or

2. Posting the notice on the Website or App.

Notices sent by email will be deemed given when the email is sent. Notices posted on the Services will be deemed given when posted. It is your responsibility to keep your email address current.

27.2 Notices from You to Midnight Talk

You may provide notices to us by email at:

• help@dialme.now

or by mail to such address as we may publish from time to time on the Website.

Notices are effective when actually received by us.

28. Relationship of the Parties

You and Midnight Talk are independent contractors. Nothing in these Terms shall be construed as:

• Creating a partnership, joint venture, franchise, agency, fiduciary, or employment relationship between you and Midnight Talk; or

• Authorizing you to make any commitment or representation on behalf of Midnight Talk.

If you are a Creator, you acknowledge and agree that:

1. You provide services to Fans as an independent contractor and not as an employee of Midnight Talk.

2. You are solely responsible for determining how you provide your services, subject to these Terms.

3. You are responsible for all taxes, insurance, and other obligations associated with your activities as a Creator.

4. You may engage in other business or employment activities, including working with other platforms, subject to your obligations under these Terms.

Midnight Talk does not control the content of your Calls but may enforce these Terms and policies, including removing you from the platform or restricting your access for violations.

29. Contact Information

If you have any questions about these Terms or the Services, you may contact us at:

DialMe LLC

Email: help@Midnight Talk.now