Terms of Service

These Terms of Service (“Terms”) are a binding legal agreement between you and Midnight Labs LLC(“Midnight Labs,” “we,” “us,” or “our”), a Wyoming limited liability company. They govern your access to and use of our website at midnightlabs.app, our games and applications (including Zombie Invasion Idle RPG), and all related content, features, and services we provide (together, the “Services”). Please also read our Privacy Policy, which is incorporated into and forms part of these Terms.

These Terms contain a binding arbitration agreement and a class-action waiver (Section 20) that affect your legal rights. Please read them carefully.

1. Acceptance of these terms

By downloading, accessing, installing, or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not access or use the Services. If you use the Services on behalf of a company or other entity, you represent that you are authorized to bind that entity, and “you” refers to that entity.

2. How these terms apply

These Terms are the overarching agreement for Midnight Labs and everything we publish. Individual games, features, events, promotions, or beta programs may have their own additional or supplemental terms, rules, or guidelines, which we present to you in connection with them. Any such supplemental terms are incorporated into these Terms. If supplemental terms conflict with these Terms, the supplemental terms control for that specific game or feature, but only to the extent of the conflict; in all other respects these Terms continue to apply.

3. Eligibility & age

You must be at least 13 years old (or the minimum age required in your country) to use the Services. If you are under the age of majority where you live, you may use the Services only with the involvement and consent of a parent or legal guardian who agrees to these Terms and is responsible for your activity. Parents and guardians can manage purchases using device parental controls, such as Apple’s Ask to Buy and Google’s parental controls. You represent that you are not barred from using the Services under the laws of any applicable jurisdiction.

4. Our intellectual property

The Services and all material in them — including software, code, game design, mechanics, characters, stories, artwork, audio, music, text, graphics, logos, and the look and feel — are owned by Midnight Labs or our licensors and are protected by copyright, trademark, and other laws. All rights not expressly granted to you are reserved.The “Midnight Labs” name, our crescent-moon mark, our game titles (including “Zombie Invasion Idle RPG”), and related names and logos are trademarks of Midnight Labs. These Terms do not grant you any right to use our names, trademarks, or other brand features without our prior written permission.

5. Your license to use the Services

Subject to your full compliance with these Terms, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services for your own personal, non-commercial entertainment. You may not copy, modify, distribute, sell, rent, lease, sublicense, or commercially exploit any part of the Services except as we expressly permit. We may update, change, or discontinue the Services, in whole or in part, at any time, and we may revoke this license at any time as described in these Terms.

6. Your content & submissions

The Services may let you create, submit, post, or transmit content — such as a display name, profile details, messages, images, or other material (“User Content”). You retain whatever ownership rights you have in your User Content. However, by submitting User Content, you grant Midnight Labs a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, and fully paid-up license to host, store, use, reproduce, modify, adapt, translate, create derivative works from, publish, publicly perform, publicly display, and distribute that User Content, in whole or in part, in any media now known or later developed, for any purpose connected with operating, developing, promoting, or improving the Services, without any obligation or compensation to you.

You represent and warrant that you own or have all rights necessary to grant this license and that your User Content does not infringe or violate any third party’s rights or any law. We have no obligation to monitor, store, or return User Content, and we may review, screen, refuse, remove, or disable access to any User Content at any time, for any reason or no reason, without notice and without liability to you.

7. Feedback

If you send us ideas, suggestions, improvements, or other feedback about the Services (“Feedback”), you agree that we may use it for any purpose, commercial or otherwise, without restriction, attribution, or compensation to you. You assign to Midnight Labs all right, title, and interest in and to your Feedback, and you waive any moral rights in it to the extent permitted by law. We are not required to keep Feedback confidential.

8. Acceptable use

You agree not to, and not to allow or assist anyone else to:

• reverse engineer, decompile, disassemble, or attempt to extract source code, except where the law expressly permits and we cannot prohibit it;
• cheat; use bots, automation, exploits, hacks, mods, or unauthorized third-party software; or otherwise interfere with fair play or the intended operation of the Services;
• buy, sell, trade, or transfer accounts, virtual currency, or virtual items for real-world value outside the Services;
• copy, scrape, harvest, or collect data from the Services, or use the Services to develop a competing product;
• upload or transmit content that is unlawful, infringing, harassing, hateful, deceptive, or harmful, or that contains malware;
• impersonate any person or entity, or misrepresent your affiliation;
• disrupt, overload, probe, or attempt to gain unauthorized access to the Services, our systems, or other users’ accounts; or
• use the Services for any unlawful purpose or in violation of these Terms or any applicable law or third-party terms.

9. Accounts & security

Some Services may let you create an account or profile. You agree to provide accurate information and to keep your credentials confidential. You are responsible for all activity that occurs under your account. Notify us promptly of any unauthorized use. We may reclaim or require you to change a username that is inappropriate, infringing, or inactive. You may stop using the Services and delete your account and data at any time.

10. In-app purchases

The Services may offer optional in-app purchases. All purchases are processed by the App Store or Google Play and are subject to their terms. Because those platforms handle billing, refunds are administered by Apple and Google under their policies — see our Support page for links. Except where the law requires otherwise, purchases of digital goods and virtual currency are final and non-refundable once delivered. Prices, offerings, and availability may change at any time. You are responsible for any applicable taxes.

11. Virtual currency & items

Games may include virtual currency and virtual items (for example, gems, coins, gear, or characters). These are licensed to you, not sold or owned by you. They have no real-world monetary value, cannot be redeemed for cash, and are non-transferable except within the Services where we expressly allow it. We retain the right to manage, regulate, control, modify, devalue, or remove virtual currency and items at any time, with or without notice. If your access ends for any reason, you have no right to a refund of, or compensation for, any unused virtual currency or items, except where the law requires otherwise.

12. Subscriptions

If a game offers an auto-renewing subscription, the price, billing period, and what it includes are disclosed before you purchase. Subscriptions renew automatically until cancelled, and you manage or cancel them in your App Store or Google Play account settings. Cancelling stops future renewals; it does not retroactively refund the current period unless required by law.

13. Availability & changes to the Services

We are continually evolving the Services. We may add, change, suspend, limit, or discontinue any part of the Services — including games, features, events, servers, or beta and early-access offerings — at any time, with or without notice, and without liability to you. Beta, test, and pre-release features are provided “as is” for evaluation and may be unstable, changed, or removed at any time, and any progress or items in them may not carry over. We do not guarantee that the Services, or any specific content or item, will be available indefinitely.

14. Third-party services & links

The Services may include advertising, software development kits, integrations, or links to third-party products, services, or websites that we do not control. We provide them for convenience and do not endorse them or assume responsibility for them. Your dealings with third parties, and your use of their products and services, are solely between you and the third party and are governed by their terms and policies.

15. Copyright complaints

We respect intellectual property rights and expect users to do the same. If you believe content in the Services infringes your copyright, send a notice to contact@midnightlabs.appthat includes: (a) your physical or electronic signature; (b) identification of the copyrighted work; (c) identification of the allegedly infringing material and where it is located; (d) your contact information; (e) a statement that you have a good-faith belief the use is not authorized; and (f) a statement, under penalty of perjury, that the information is accurate and that you are the owner or authorized to act on the owner’s behalf. We may remove allegedly infringing material and, in appropriate cases, terminate the accounts of repeat infringers.

16. Suspension & termination

We may suspend, restrict, or terminate your access to the Services, in whole or in part, at any time, for any reason or no reason, with or without notice, including if we believe you have violated these Terms or to protect the Services, other users, or our rights and interests. Upon termination, your license to use the Services ends immediately and any virtual currency or items are forfeited without refund, except where the law requires otherwise. You may stop using the Services at any time. Sections that by their nature should survive termination — including Sections 4, 6, 7, 11, and 17 through 26 — will survive.

17. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Midnight Labs and its members, officers, directors, employees, contractors, agents, licensors, and affiliates from and against any claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your access to or use of the Services; (b) your User Content; (c) your violation of these Terms or any applicable law; or (d) your violation of any third party’s rights. We may assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense. This section does not apply where it is prohibited by law, including to consumers to the extent such an obligation is unenforceable.

18. Disclaimers

The Services are provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, to the maximum extent permitted by applicable law. We specifically disclaim implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, timely, secure, error-free, or free of harmful components, or that any content, progress, or items will be preserved or accurate. Nothing in these Terms excludes or limits any warranty or right that cannot be excluded or limited under the law that applies to you.

19. Limitation of liability

To the maximum extent permitted by applicable law, Midnight Labs and the parties listed in Section 17 will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or other intangible losses, arising out of or related to the Services, whether based in contract, tort, negligence, strict liability, or any other theory, and whether or not we have been advised of the possibility of such damages. Our total aggregate liability for all claims relating to the Services is limited to the greater of the amount you paid us in the 12 months before the event giving rise to the liability, or US$50. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you, and nothing here limits liability that cannot be limited by law.

20. Governing law, arbitration & class waiver

These Terms are governed by the laws of the State of Wyoming, USA, without regard to its conflict-of-laws rules, except where mandatory local law applies to you.

Binding arbitration (US residents). If you reside in the United States, you and Midnight Labs agree to resolve any dispute, claim, or controversy relating to the Services or these Terms through binding individual arbitration rather than in court, and each of us waives any right to a jury trial. You and Midnight Labs also agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any class, collective, or representative action. Either party may bring an eligible claim in small-claims court. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by emailing contact@midnightlabs.appwith the subject “Arbitration Opt-Out” and your name. This arbitration provision does not apply where it is prohibited by law.

Time limit to bring a claim. To the extent permitted by law, any claim relating to the Services must be filed within one (1) year after it arises, or it is permanently barred.

21. EU/UK consumers

If you are a consumer in the EEA or UK, you keep all mandatory rights under your local law, and the arbitration, class-action waiver, and shortened time limit above do not apply to you to the extent they are prohibited. For digital content and virtual currency delivered immediately, you expressly request that we begin performance right away and acknowledge that you therefore lose your 14-day right of withdrawal once delivery has started, to the extent permitted by law.

22. Apple & Google terms

Your use of the Services is also subject to the terms of the App Store and Google Play. For apps obtained through the Apple App Store, you acknowledge that:

• these Terms are between you and Midnight Labs only, not Apple, and Midnight Labs (not Apple) is solely responsible for the Services;
• Apple has no obligation to provide maintenance or support for the Services;
• Apple is not responsible for addressing any claims relating to the Services, including product-liability, legal-compliance, or consumer-protection claims;
• Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you; and
• you will comply with applicable third-party terms and confirm you are not located in a prohibited jurisdiction or on a prohibited-parties list.

23. Export controls & sanctions

You represent that you are not located in, and are not a national or resident of, any country or region subject to comprehensive US sanctions, and that you are not on any US government list of prohibited or restricted parties. You agree to comply with all applicable export-control and sanctions laws and not to use the Services in violation of them.

24. Events beyond our control

We are not liable for any failure or delay in performing our obligations caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, power or network failures, or failures of third-party providers or platforms.

25. General terms

These Terms, together with our Privacy Policy and any supplemental terms, are the entire agreement between you and Midnight Labs regarding the Services and supersede any prior agreements. If any provision is found unenforceable, it will be limited or removed to the minimum extent necessary, and the remaining provisions will stay in full effect. Our failure to enforce any provision is not a waiver of it. You may not assign or transfer these Terms without our prior written consent; we may assign or transfer them freely, including in connection with a merger, acquisition, reorganization, or sale of assets. Nothing in these Terms creates any partnership, agency, or employment relationship. There are no third-party beneficiaries except as expressly stated in Section 22. Section headings are for convenience only. The English-language version of these Terms controls.

26. Changes to these terms

We may update these Terms from time to time. When we make material changes, we will update the “Last updated” date above and, where appropriate, provide additional notice (such as in-app or by email). Changes are effective when posted unless we say otherwise. Your continued use of the Services after a change takes effect means you accept the updated Terms. If you do not agree, stop using the Services.

27. Contact

Questions about these Terms? Reach us at:

Midnight Labs LLC
30 N Gould St, Ste R
Sheridan, WY 82801, United States
Email: contact@midnightlabs.app
Phone: 239-224-9707