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Site Terms of Use

Last Modified: [05/29/2018]

Acceptance of the Terms of Use

 

These terms and conditions are entered into by and between You and Frendli, Inc. (the “Company”, “we”, or “us”). The Terms of Use (as defined below), govern your access to the Frendli mobile application and related use of the website at www.frendli.com, the mobile and touch versions and any sites we have now or in the future that reference the Terms of Use including any content, functionality, and services offered on or through the aforementioned (collectively, the “Site”). Please read the Terms of Use carefully before you start to use the Site. By using the Site in any form or fashion, including, without limitation, using the Company’s services through the Site, making any purchase through the Site or signing up for an account with the Company, you accept and agree to the Terms of Use, including our Privacy Policy, found at http://www.frendli.com/privacy-policy, incorporated herein by reference. The Privacy Policy, these terms and conditions, and any other terms contained herein or incorporated herein by reference, are collectively referred to as the “Terms of Use”. If you do not want to agree to these Terms of Use, you must not access or use the site and therefore must not use any frendli service, voucher or any other product or service through the site or open a frendli account.

The Site is a platform through which certain merchants (“Merchants”) sell vouchers (“Vouchers”) for goods, services, or experiences or provide a discount therefor (the “Merchant Offering”). Merchants are the sellers and issuers of the Merchant Offerings and are solely responsible to you for the care, quality, performance and delivery of the goods and services provided. Vouchers may be distributed by the Company or directly by the Merchant. More information about the distributor of a particular Voucher is available upon request. The Company is not an agent or representative of the Merchants.

Changes to the Terms of Use

  

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Site following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Site and Account Security 

We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.

You are responsible for:

By accessing this Site, you agree that you are at least 18 year of age, you are able to create a binding obligation and you are not barred from receiving products or services under applicable law. To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information or credentials. It is a condition of your use of the Site that all the information you provide on or through the Site is correct, current, and complete at all times, including, without limitation, updated and valid credit card information. Out-of-date information will invalidate your account. Any violation of these Terms of Use, including, without limitation, failure to maintain updated and correct information about your account (e.g., valid credit card information) will cause your account to fall out of good standing and we may cancel your account in our sole discretion. If your account is cancelled, you may forfeit any pending, current, or future account credits, and any other forms of unredeemed value in your account without notice. You agree that all information you provide to register with this Site or otherwise, including but not limited to through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.  You are solely responsible for any activity that occurs under your account.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Site for your personal, non-commercial use only. You may not use the Site to directly or indirectly compete with the Company. In addition, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, except as follows:      You must not:     

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms of Use, your right to use the Site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks 

The Company name, the terms, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.

Prohibited Uses  

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

 

Additionally, you agree not to:

User Contributions 

The Site may contain personal web pages or profiles, video upload capabilities, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Site. All User Contributions must comply with the Content Standards set out in these Terms of Use. Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site, you grant us and our affiliates and service providers, and each of their and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.

If you provide any User Contributions, you will not upload, post, or otherwise make available on the Site any material protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark, or other proprietary right. The Company does not have any express burden or responsibility to provide you with indications, markings, or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from such a submission. In addition, if you provide any User Contributions, you represent and warrant that: (a) you are the creator of the User Contributions; or (b) if you are acting on behalf of the creator, that you have (i) express, advance authority from the creator to submit or post the User Contributions, and that they have waived any moral rights in such User Contributions, and (ii) all rights necessary to grant the licenses and grants in these Terms of Use. You further represent and warrant (or, if you are acting on behalf of the creator of the User Contributions, you have ensured that the creator represents and warrants) that the use and sharing of the User Contributions for the purposes you have selected will not violate or infringe any copyrights, trademarks, or any other intellectual property rights or rights of third parties, including, without limitation, the rights of publicity or privacy. You represent and warrant that you will not upload, post, transmit, or otherwise make available User Contributions that are unlawful, harmful, tortious, threatening, abusive, harassing, hateful, racist, infringing, pornographic, obscene, violent, misleading, defamatory or libelous, invasive of the privacy of another person, or violative of any third-party rights; and that you will not upload, post, transmit, or otherwise make available User Contributions that contain any material that harbors viruses or any other computer codes, files, or programs designed to intercept, misappropriate, interrupt, destroy or limit the functionality of any software or computer equipment. You further represent and warrant that all of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Site.     Any User Contributions of any kind made by you or any third-party are made by the respective author(s) or distributor(s) and not by the Company.

Other users may post User Contributions that are inaccurate, misleading, or deceptive. The Company does not endorse and is not responsible for any User Contributions, and will not be liable for any loss or damage caused by your reliance on such User Contributions (including, without limitation, reliance on any information set forth in a Merchant Offering). User Contributions reflect the opinions of the person submitting it and may not reflect the opinion of the Company. The Company does not control or endorse any User Contributions, and specifically disclaims any liability concerning or relating to your contribution of, use of, or reliance on any User Contributions and any actions resulting from your participation in any part of the Site, including, without limitation, any objectionable User Contributions.

Monitoring and Enforcement; Termination 

We have the right to:

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Upon termination, the provisions of these Terms of Use that are, by their nature, intended to survive termination (e.g., any disclaimers, all limitations of liability, and all indemnities) shall survive. We also reserve the right to change or discontinue any aspect or feature of our services or the Site, including, without limitation, requirements for its use.

 

Content Standards 

These content standards provided below (the “Content Standards”) apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Reliance on Information Posted

The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

 

Changes to the Site

 

We may update the content on this Site from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Site may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Site

All information we collect on this Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Links from the Site

The Site contains links to other sites and resources provided by third parties and these links are provided for your convenience only and not because we endorse or have an opinion about the contents on such websites (including, without limitation, of those Merchants). This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. We are not responsible or liable, directly or indirectly, for any damage, loss, or liability caused or alleged to be caused by or in connection with any use of or reliance on any content, Merchant Offerings, products, or services available on or through any such linked site or resource.

Geographic Restrictions  

The owner of the Site is based in the state of California in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR DUE TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.  

YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE (INCLUDING, WITHOUT LIMITATION, MERCHANT OFFERINGS, VOUCHERS OR PRODUCTS OR SERVICES AVAILABLE IN CONNECTION THEREWITH OR DESCRIPTIONS THEREOF) WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.  

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

    THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, ITS MERCHANTS, ITS PARTNERS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, THE MERCHANT OFFERINGS, VOUCHERS (INCLUDING PRODUCTS OR SERVICES PROVIDED IN CONNECTION THEREWITH), ANY WEBSITES LINKED TO THE SITE, THESE TERMS OF USE, ANY CONTENT ON THE SITE OR SUCH OTHER SITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

 

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Site, including, but not limited to, your User Contributions, any use of the Site’s content, services, and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Site.

You acknowledge and agree that the Company is solely serving as an intermediary between you and the Merchant. You are solely responsible for your interactions with Merchants and other users of the Site. To the extent permitted under applicable laws, you hereby release the Company from any and all claims or liability related to any product or service of a Merchant, regardless of whether such product or service is a Merchant Offering available through the Site, any action or inaction by a Merchant, including, without limitation, but not limited to any harm caused to you by action or inaction of a Merchant, a Merchant’s failure to comply with applicable law and/or failure to abide by the terms of a Merchant Offering or any other product or service purchased or obtained by you from the Merchant, and any conduct, speech or User Contributions, whether online or offline, of any other third-party.

Governing Law and Jurisdiction

All matters relating to the Site and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the City of San Diego and County of San Diego. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Waiver and Severability

 

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Force Majeure

The Company shall be excused from performance under these Terms of Use, to the extent it or a Merchant is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (f) other causes beyond the reasonable control of the Company or a Merchant, as applicable.

Assignment

You may not assign these Terms of Use, or any rights, benefits, or obligations hereunder, by operation of law or otherwise, without the express written permission of the Company. Any attempted assignment that does not comply with these Terms of Use shall be null and void. The Company may assign these Terms of Use, in whole or in part, to any third-party in its sole discretion.

No Class Action Matters

We each agree that we shall bring any dispute or claim between you and the Company and /or its subsidiaries, affiliates, and/or any of their respective members, officers, directors, and employees arising out of, relating in any way to, or in connection with the Terms of Use, the Site or your use of the Site (“Dispute”) in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that Disputes shall be arbitrated only on an individual basis and not in a class, consolidated, or representative action and that the arbitrator may award relief (including injunctive relief) only on an individual basis.

Entire Agreement

Except for any Terms and Conditions entered into by and between the Company and a Merchant (as applicable to the relationship between the Company and a Merchant), the Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Frendli, Inc. regarding the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

Your Comments and Concerns

This Site is operated by Frendli, Inc., 1150 Garden View Rd. #231561, Encinitas, CA 92024.

All other feedback, comments, requests for technical support, and other communications relating to the Site should be directed to:

help@frendli.com