Terms of Service — Nibbles and Bits

These Terms of Service (the "Terms") form a binding agreement between you ("Client", "you", or "your") and Nibbles and Bits, LLC("Nibbles and Bits", "we", "us", or "our"). By creating an account, signing a Service Agreement, or using any part of the Nibbles and Bits platform (the "Services"), you agree to be bound by these Terms. If you do not agree, do not use the Services.

PLEASE READ CAREFULLY. These Terms contain a binding arbitration clause and class-action waiver (Section 25), significant limitations of liability (Section 21), and broad indemnification obligations (Section 22). They affect your legal rights.

1. Acceptance

You accept these Terms by (a) checking "I have read and agree to the Terms of Service" during onboarding, (b) signing a Service Agreement, (c) creating an account, or (d) using the Services in any manner. Each of these acts is a separate, independently sufficient acceptance.

2. Definitions

PRO — a Performing Rights Organization, including but not limited to ASCAP, BMI, SESAC, and GMR, which licenses non-dramatic public performance rights in musical compositions.
Venue — the physical bar, restaurant, or entertainment establishment that you represent and for which licensing is obtained.
Venue Information — all facts and figures you submit about the Venue during onboarding or thereafter (occupancy, seating, square footage, speaker count, TV count, music type, hours of music, admission charges, dance floor status, ABC license number, ownership, and any supporting documentation).
Service Agreement — the document you sign separately that memorializes the fees, term, and specific services for your Venue.
Third-Party Processors — payment, e-signature, email, analytics, and hosting providers we use to operate the Services, including without limitation Stripe, BoldSign, Resend, Supabase, and Vercel.

3. Eligibility and Authority

You represent that: (a) you are at least 18 years old and legally capable of entering into contracts; (b) you are a duly authorized representative of the Venue with full legal authority to bind the Venue and its owners to these Terms and to any Service Agreement; (c) the Venue holds (or is in good-faith process of obtaining) all required business, liquor, food service, and entertainment licenses; and (d) neither you nor the Venue is located in a jurisdiction subject to U.S. sanctions that would prohibit the Services.

4. Account Registration and Security

You must provide accurate, current, and complete information when creating your account, and you must update that information whenever it changes. You are responsible for all activity that occurs under your account, including actions by anyone you grant access to. You agree to notify us promptly of any unauthorized access or breach of account security.

5. Services — Scope

The Services may include:

Procurement, renewal, and administration of PRO licenses (ASCAP, BMI, SESAC, GMR) for your Venue based on the Venue Information you provide;
Consolidation of PRO fees into monthly or quarterly installment payments;
Delivery of digital compliance certificates and access to a web-based portal for tracking payments, renewals, and documents;
Optional sound system consultation, equipment sales, and installation; and
Optional point-of-sale and media marketing services.

6. Services — Out of Scope

The Services do NOT include, and we expressly disclaim any obligation or capacity to provide:

Sound recording (master recording) rights, including any license with SoundExchange or similar rights administrator;
Mechanical reproduction rights for music streaming or broadcast;
Synchronization rights for use of music in film, video, or advertising;
Any license covering music use outside the premises of the Venue (including online streams, social media content, and external events);
Defense, representation, or indemnity against claims brought by, or enforcement actions from, record labels, the Recording Industry Association of America ("RIAA"), SoundExchange, or any non-PRO rights-holder;
Legal advice or representation of any kind; and
Tax, accounting, regulatory, liquor-licensing, or business-formation services.

You remain solely responsible for obtaining all licenses and authorizations the Services do not cover. We do not undertake and disclaim any duty to monitor or audit your music use, streaming providers, or recorded-music sources.

7. Client Representations and Warranties

You represent, warrant, and covenant that:

All Venue Information you have provided and will provide is true, accurate, complete, and current to the best of your knowledge;
You will notify us in writing within fourteen (14) days of any material change to Venue Information, including changes in occupancy, seating, square footage, speaker or TV count, music type, hours of music, admission charges, dance-floor status, ownership, control, or operating status;
You will only use music in connection with the Venue in compliance with the scope of licenses we procure on your behalf and with all applicable law;
You will not (i) transmit, stream, broadcast, or otherwise exploit music in ways that require sound-recording, mechanical, synchronization, or other rights not covered by the Services, or (ii) use pirated, unauthorized, or non-licensed streaming sources;
You have read and understood the distinction between public-performance rights (what we handle) and other music-related rights (what we do not);
You are not relying on any statement, promise, or representation by us other than those expressly set forth in these Terms and any signed Service Agreement; and
Your use of the Services will not infringe any intellectual property, privacy, publicity, or other right of any third party.

8. Client Obligations

In addition to Section 7, you agree to:

Cooperate with any reasonable request we make to confirm or update Venue Information;
Maintain and provide, upon request, records supporting the Venue Information (capacity certificates, floor plans, ABC license, etc.);
Maintain adequate insurance appropriate to your business, including general liability insurance;
Respond promptly to PRO audits, disputes, or correspondence that we forward; and
Pay all fees owed under any Service Agreement on the dates specified.

9. Fees, Taxes, and Payment

Fees, payment schedules, and service terms are set forth in each Service Agreement you sign. Unless a Service Agreement states otherwise: (a) all fees are in U.S. dollars; (b) you are responsible for all applicable sales, use, excise, or similar taxes (excluding taxes on our net income); (c) you authorize us to charge the payment method on file for each recurring installment; and (d) fees are non-refundable except as expressly required by these Terms.

10. Late Payments, Dunning, and Suspension

We may assess late fees and interest on overdue amounts at the lesser of 1.5% per month or the maximum allowed by law. If your account is 15 or more days past due, we may (at our discretion and without liability) suspend the Services, decline to renew PRO licenses, withhold compliance certificates, and refer the account to collections. You remain responsible for all accrued fees regardless of suspension, and we are not liable for any PRO enforcement action, penalty, or loss resulting from lapse in coverage caused by your non-payment.

11. PRO Licensing — Nature and Limits

PRO licenses are issued by the PROs themselves, not by us. We act as your authorized administrator and payer. Each PRO retains full discretion over license terms, fee calculation, audit rights, and enforcement. We make no representation that a PRO will accept any given Venue Information, that any rate we quote will remain unchanged after PRO review, or that any license procured is immune from audit, rate adjustment, or back-fee assessment. Rate quotes are estimates based on your Venue Information and may be adjusted by the PROs.

12. Compliance and Regulatory Responsibility

We assist with PRO compliance but are not responsible for your compliance with any other law, rule, or regulation, including alcohol licensing, health and safety, employment, tax, consumer protection, accessibility, zoning, or entertainment permits. Regardless of the Services, ultimate legal responsibility for the Venue's compliance with music licensing law and all other law rests with you.

13. User Content and Data

You grant us a non-exclusive, royalty-free, worldwide license to use, store, reproduce, and process Venue Information and any other content you submit solely as necessary to provide the Services, comply with law, enforce these Terms, and improve our products. You warrant that you have all rights necessary to submit such content. We will handle personal data in accordance with our Privacy Policy.

14. Intellectual Property

The Services, including all software, content, logos, designs, and trademarks, are owned by or licensed to Nibbles and Bits and are protected by U.S. and international intellectual property laws. Nothing in these Terms transfers any ownership interest in the Services to you. You receive a limited, revocable, non-transferable, non-exclusive license to use the Services as permitted by these Terms. All rights not expressly granted are reserved.

15. Third-Party Services

The Services rely on Third-Party Processors. We do not control, endorse, or assume responsibility for any third-party service, content, or practice. Your interactions with Third-Party Processors are governed by their respective terms and policies. An outage, error, or change by any Third-Party Processor is not a breach of these Terms by us.

16. Privacy

Your privacy is important. Our Privacy Policy is incorporated into these Terms by reference and explains how we collect, use, and disclose information.

17. Prohibited Conduct

You agree not to:

Provide false, misleading, or incomplete Venue Information;
Use the Services to facilitate, conceal, or support any unlawful activity;
Attempt to probe, scan, reverse-engineer, disassemble, decompile, or otherwise derive source code from the Services;
Circumvent, disable, or interfere with security features of the Services;
Use automated means to access the Services without our written consent;
Access the Services to build a competing product or to benchmark performance for a competitor;
Impersonate any person or entity or misrepresent your affiliation with any person or entity; or
Use the Services in any manner that could damage, disable, or impair us.

18. Suspension and Account Termination by Us

We may suspend or terminate your account and the Services, with or without notice, if: (a) you breach these Terms or any Service Agreement; (b) we suspect fraud, misrepresentation, or unlawful activity; (c) we are required to do so by law or by a PRO; or (d) providing the Services would create disproportionate risk or cost. Suspension or termination does not relieve you of any accrued payment obligation.

19. Termination by You

You may terminate a Service Agreement according to the cancellation terms set forth in that Agreement. You may close your account at any time through the portal. Termination does not cancel obligations that accrued prior to termination or obligations that by their nature should survive (including Sections 7, 13, 14, 20, 21, 22, 25, 26, 27).

20. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY CONTENT OR INFORMATION PROVIDED IS ACCURATE, RELIABLE, OR COMPLETE. WE DO NOT WARRANT THAT ANY PRO WILL ACCEPT, RENEW, OR REFRAIN FROM AUDITING OR ADJUSTING ANY LICENSE.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL NIBBLES AND BITS, ITS OWNERS, OFFICERS, EMPLOYEES, AGENTS, OR THIRD-PARTY PROCESSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Without limiting the foregoing, we are not liable for: (i) PRO audits, rate adjustments, or back-fee assessments; (ii) fines, penalties, or enforcement actions arising from music use outside the scope of licenses we procure; (iii) claims by record labels, the RIAA, SoundExchange, or other non-PRO rights holders; (iv) loss caused by your misrepresentation of Venue Information; (v) failure of any Third-Party Processor; (vi) lapse of coverage caused by your non-payment; or (vii) any matter within the Out-of-Scope list in Section 6.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of certain damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

22. Indemnification

You will defend, indemnify, and hold harmless Nibbles and Bits, its owners, officers, employees, agents, and Third-Party Processors (collectively, the "Indemnitees") from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) any inaccuracy, omission, or misrepresentation in Venue Information; (b) your music use outside the scope of licenses we procure; (c) your breach of these Terms or any Service Agreement; (d) your violation of any law or third-party right; (e) any claim by a record label, the RIAA, SoundExchange, or other non-PRO rights holder; (f) any dispute between you and a PRO arising from your acts or omissions; and (g) any claim that would be barred had the representations in Section 7 been fully accurate. We reserve the right, at your expense, to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense. You may not settle any such matter without our prior written consent.

23. Force Majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government order, labor dispute, epidemic, internet or utility outage, or failure of any Third-Party Processor. This Section 23 does not excuse any payment obligation.

24. Changes to the Services and to these Terms

We may modify the Services at any time. We may modify these Terms by posting an updated version at this URL and updating the "Version" date above. If we make a material change, we will provide advance notice through the portal or by email. Your continued use of the Services after the effective date of a revision constitutes acceptance of the revised Terms. If you do not agree to a revision, your sole remedy is to terminate your account and cease using the Services.

25. Binding Arbitration; Class Action Waiver

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY SERVICE AGREEMENT (A "DISPUTE") WILL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION, rather than in court, administered by JAMS under its Streamlined Arbitration Rules and Procedures in effect at the time the Dispute arises. The arbitration will be conducted in the county where Nibbles and Bits maintains its principal office, or remotely, at the arbitrator's discretion. The arbitrator's decision is final and may be entered as a judgment in any court of competent jurisdiction.

YOU AND NIBBLES AND BITS EACH AGREE THAT ANY PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU AND NIBBLES AND BITS EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION. This Section 25 does not bar either party from seeking injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information, and does not apply to small-claims matters brought on an individual basis within small-claims court jurisdictional limits.

You may opt out of this Section 25 by sending written notice to the address in Section 33 within thirty (30) days of first accepting these Terms.

26. Governing Law and Venue

These Terms are governed by the laws of the State of California, without regard to conflicts-of-laws principles, and by applicable federal law. Subject to Section 25, the exclusive venue for any action not subject to arbitration is the state and federal courts located in the county where Nibbles and Bits maintains its principal office, and each party submits to the personal jurisdiction of those courts.

27. Electronic Communications and Signatures

You consent to receive notices, agreements, disclosures, and other communications from us electronically. Electronic signatures and acceptances (including by checkbox) have the same legal effect as handwritten signatures under applicable law, including the U.S. E-SIGN Act and California UETA.

28. Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in whole or in part, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

29. Severability

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its original intent.

30. No Waiver

Our failure to enforce any right or provision is not a waiver of that right or provision. Any waiver must be in writing and signed by us.

31. Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship. Neither party has authority to bind the other.

32. Entire Agreement

These Terms, together with any Service Agreement you sign and the Privacy Policy, constitute the entire agreement between you and Nibbles and Bits regarding the Services and supersede all prior or contemporaneous understandings on that subject. In the event of a conflict between these Terms and a Service Agreement, the Service Agreement controls as to the specific services, fees, and term of that Agreement, and these Terms control as to everything else.

33. Notices and Contact

Notices to Nibbles and Bits must be sent to conor@nibblesandbits.com and will be effective upon our acknowledgment. Notices to you are deemed given when sent to the email address on your account.

Questions about these Terms? Contact conor@nibblesandbits.com.

Version 2026-04-17. By continuing to use the Services you acknowledge that you have read, understood, and agreed to be bound by these Terms.