Fryndly Terms and Conditions

Terms and Conditions

Terms of Services

Updated: July 2024

These Terms of Service (“Terms”) govern your use of the Fryndly website, any Fryndly mobile application, application programming interfaces, content, products and other service offered by Fryndly, as well as Fryndly service offered through third parties integrating Fryndly functionality (collectively, the “Service”). Fryndly Technology Comapny. (“Fryndly”, “Company”, “we” or “us”) provides the Service. “You” refers to you as a user of any of the Service.

THE DISPUTE RESOLUTION SECTION IN SECTION 22 OF THESE TERMS CONTAINS A MUTUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT REQUIRES YOU AND FRYNDLY TO RESOLVE DISPUTES WITH EACH OTHER ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. PLEASE REVIEW THE DISPUTE RESOLUTION SECTION OF THESE TERMS CAREFULLY. BY AGREEING TO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

The Service include a marketplace technology platform that enables third-party customers “(Fryndly Guests”) and third-party Service Providers (“Fryndly Locals”) to connect with each other. Fryndly has no control over the conduct of Service Providers or any other users of the Service. YOU ACKNOWLEDGE AND AGREE THAT FRYNDLY IS A TECHNOLOGY SERVICE PROVIDER THAT DOES NOT PROVIDE SERVICES.

1. Acceptance of these Terms

By agreeing to these Terms, and/or by using or accessing the Service (including without an account), you expressly acknowledge that you understand and accept all of the terms (including the dispute resolution and arbitration provisions below). BY USING THE SERVICE, YOU ARE AGREEING TO THESE TERMS. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT USE OR ACCESS THE SERVICE.

2. Changes to these Terms

Fryndly may, in its sole discretion, amend the Terms and modify or update the Service from time to time. If we change these Terms, we will give you notice by posting the revised Terms on the Service. Please review this page periodically to ensure you are up-to-date with any changes. Those changes will go into effect on the revision date shown in the revised Terms. Your continued use of the Service will constitute your acceptance of the amended Terms.

3. Your Consent to Receive Calls, Text Messages, Emails, and Other Communications

You expressly consent to receive and accept communications from Fryndly, our Affiliates (as defined below), and their respective representatives, including via e-mail, telephone calls, text messages (including by an automatic telephone dialing system or a prerecorded voice), push notifications, or other comparable means at any of the e-mail addresses and/or telephone numbers provided by you or on your behalf to Fryndly. You agree that the foregoing authorized communications may be initiated for any transactional, customer services, advertising, marketing, promotional, debt collection, account administration, or other purposes. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PRERECORDED OR AUTODIALED PROMOTIONAL, ADVERTISING, OR MARKETING (COLLECTIVELY, “MARKETING”) CALLS OR TEXT MESSAGES AS A CONDITION OF PURCHASING ANY PROPERTY, GOODS, OR SERVICE. IF YOU WISH TO OPT OUT OF MARKETING CALLS, EMAILS, OR TEXT MESSAGES FROM US, YOU AGREE TO OPT OUT BY FOLLOWING ANY UNSUBSCRIBE INSTRUCTIONS PROVIDED TO YOU IN THOSE COMMUNICATIONS OR BY CONTACTING [email protected]. If you receive a marketing call from Fryndly, you also may opt-out of receiving future marketing calls by communicating a do-not-call request to our representative before you hang up. You agree that Fryndly and our Affiliates and representatives will not be responsible for honoring opt-out requests communicated through other channels. If you wish to register an account with Fryndly without agreeing to receive autodialed or prerecorded marketing calls or text messages from Fryndly and our Affiliates, contact [email protected]. Standard text messaging and data charges charged by your wireless services carrier will apply to text messages we may send. You represent and warrant that you are authorized to approve the receipt of calls and text messages at any telephone number you provide to us in connection with your account or your use of our Service and to approve any related carrier charges. PLEASE BE ADVISED THAT IF YOU OPT OUT OF MARKETING COMMUNICATIONS, FRYNDLY MAY STILL SEND YOU COMMUNICATIONS ABOUT YOUR ACCOUNT OR ANY TRANSACTIONS BETWEEN YOU, FRYNDLY, AND/OR OTHER USERS OF THE PLATFORM, INCLUDING THE SERVICE YOU PROVIDE TO OR RECEIVE FROM OTHER USERS OF THE PLATFORM. YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING TEXT MESSAGES OR OTHER COMMUNICATIONS MAY IMPACT YOUR USE OF THE SERVICE.

4. Eligibility

You must be at least 18 years old to use the Service. If you are under the age of majority in your state of residence or a minor, your parent or legal guardian must agree to these Terms on your behalf and you may only access and use the Service with permission from your parent or legal guardian.

5. Fryndly as a Marketplace Technology Platform

The Service include a marketplace technology platform that connects Service Providers with Guests. We do not provide any Service and make no representations or warranties about the quality of any services provided by Service Providers, or about your interactions and dealings with Service Providers or other users. Fryndly does not employ, recommend, or endorse Guests or Service Providers, and we are not responsible or liable for the performance or conduct of Guests of Service Providers , whether online or offline. Fryndly does not procure insurance, background checks or make any guarantees or representation for or regarding Guests or Service Providers , nor is Fryndly responsible for the property of Guests or Service Providers.

Fryndly itself does not conduct background checks and does not independently verify information in the background checks. Fryndly is not responsible or liable in any manner for background checks or the results thereof of that Locals or Guests perform or fail to perform on one another.

6. Payment Terms for Guests

6.1 General Payment Terms

As a Guest, you understand that use of the Service may result in you owing fees to the Services Provider for the Services you receive from such Services Provider. Fryndly will facilitate your payment of the applicable charges on behalf of the Services Provider through third-party payment processors, with whom you will be required to establish an account to access the Service. Payment of such charges in such manner shall be considered the same as payment made directly by you to the Services Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable regardless of your decision to terminate usage of the Service, Fryndly’s decision to terminate your usage, any disruption of the Service, or any other reason whatsoever, unless otherwise determined by Fryndly.

All charges are due immediately and Fryndly, or a third-party payment processor, will process your payment on the Services Provider’s behalf using the primary payment method designated by you in your Fryndly account. If your primary payment method is determined to be expired, invalid, or otherwise not able to be charged, you agree that Fryndly may, as the Services Provider’s limited payment collection agent, use a secondary payment method in your account, if available.

Guests and Service Providers transact with each other on the Fryndly marketplace technology platform when they both agree to a “service booking” that specifies the fees, cancellation policy, and other terms for provision of Services via the booking mechanism provided on the Fryndly marketplace technology platform. Service Providers are matched with Guests based on availability of the former and proximity to the latter at the time Services is requested. Once you request a service, you agree to pay the Services Provider the agreed-to price and honor the other terms of such booking. You may elect to cancel your request for service from a Services Provider at any time prior to such Services Provider’s arrival, in which case you may be subject to a cancellation fee. Fryndly charges a minimum fee of $40 per hour for the successful booking of a service, regardless of services time length. This is to promote the best possible services availability of Service Providers for all Guests subscribed to the platform and to limit bookings made in less than good faith.

The fees owed to Service Providers are not inclusive of tip or gratuity for the Services Provider. While you are free to provide gratuity to any Services Provider who provides you with service obtained through the Service, you are under no obligation to do so. After you have received service or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback about your Services Provider.

In addition to the above fees, you understand and acknowledge that you may incur ancillary charges in connection with your receipt of Services from Service Providers (“Charges”). Such Charges may include some combination of the following: (1) cancellation fee, (2) services, booking, or platform usage fee, (3) trust and safety fee, (4) surcharges, (5) convenience fee, and (6) other fees. A description of any Charges will be available on the Service. You have absolute discretion to request or not request service from a Services Provider if the total applicable fee or charge is not acceptable to you.

From time to time, Fryndly may, in its sole discretion, make available certain promotions, offers, credits, rewards, subscriptions, or referrals links or codes to Guests (the “Promotions”). Such Promotions will be provided to Guests via the Service, by email, or otherwise made available electronically by Fryndly. Such Promotions are only valid for redemption through the Service and are not transferable or redeemable for cash except as required by law. Each Promotion is a limited time offer and is valid only for the time and purpose and under the terms and conditions specified therein, which may include eligibility, time, and location requirements. Fryndly, at its sole discretion, reserves the right to issue Promotions with different features, discounts, offers, or deals to any users or groups of users determined solely by Fryndly. These Promotions, unless made to you, shall have no bearing whatsoever on your use of the Service or any Promotions offered to you. Fryndly reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promotions that were made in error or obtained through fraud or suspected illegal behavior, or where the Guest was found to be in violation of the terms of such Promotion, these Terms, or the Additional Terms. Promotions may be modified, disabled, or withdrawn by Fryndly at any time for any reason or no reason without liability to Fryndly.

You acknowledge and agree that Fryndly may limit or temporarily or permanently suspend your use of or access to the Service if: (1) you have provided inaccurate, fraudulent, outdated, or incomplete information regarding a payment method, (2) any amounts you owe for Services are overdue or in default, or (3) Fryndly believes in good faith that such action is reasonably necessary to protect the personal safety or property of Fryndly, our users, any third-party payment processor or third parties, or to prevent fraud or other illegal activity.

6.2 Automatic Subscription Renewal and Cancellation (If applicable)

FRYNDLY PREMIUM PAID MEMBERSHIP SUBSCRIPTIONS WILL CONTINUE INDEFINITELY UNTIL CANCELLED BY YOU. AFTER YOUR INITIAL SUBSCRIPTION COMMITMENT PERIOD, AND AGAIN AFTER ANY SUBSEQUENT SUBSCRIPTION PERIOD, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR AN ADDITIONAL PERIOD EQUIVALENT TO THE SUBSCRIPTION TERM YOU ORIGINALLY SELECTED AND AT THE SUBSCRIPTION RATE AND FREQUENCY DISCLOSED TO YOU WHEN YOU ORIGINALLY SUBSCRIBED, UNLESS OTHERWISE PROVIDED AT THE TIME YOU SUBSCRIBED.

You may cancel your paid membership subscription at any time by following the instructions on your account settings page or by contacting [email protected]. If you cancel your subscription, you typically will be permitted to use your subscription until the end of your then-current subscription term. Your subscription will not be renewed after your then-current term expires, but your payment method will b7il, charged, and you will be required to pay any cancellation or other fees associated with your early termination and disclosed to you at the time you signed up for the subscription plan.

6.3 Payment Authorization

Upon addition of a new payment method or each Services request, Fryndly may seek authorization of your selected payment method to verify the payment method, ensure the Services charges will be covered, and protect against unauthorized behavior. The authorization is not a charge; however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of the authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your credit, debit, or prepaid card. Fryndly cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.

Fryndly reserves the right to request additional information from you if we have reason to believe, in our sole discretion, that a payment method may be fraudulent.

7. Acceptable Use of the Service

You are responsible for your use of the Service, and for any use of the Service made using your account. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users, third parties, or to us. When you use the Service, you may not:

• violate any law or regulation or use the Service for any unintended or illegal purposes;

• violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights;

• provide false information in your profile on, or registration for, the Service;

• post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;

• send unsolicited or unauthorized advertising or commercial communications, such as spam;

• engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Service;

• transmit any viruses, malicious codes, or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;

• stalk, harass, or harm another individual;

• impersonate any person or entity, maintain more than one account (or, if Fryndly suspends or terminates your account, create further accounts), or perform any other fraudulent activity, such as phishing, marketplace collusion, promotional abuse, and payment fraud;

• use any means to scrape or crawl any Web pages contained in the Service;

• use the Service to identify Service Providers to complete off-line transactions that circumvent your payment obligations for the Service;

• use the Service for purposes of competing with Fryndly;

• authorize other users to use your user status or transfer your account to any other person or entity;

• attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect the Service;

• interfere with Fryndly’s provision of, or any other user’s use of, the Service;

• attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Service;

• solicit another user’s username and password for the Service;

• post reviews about Service Providers that are not based on your personal experience, that are intentionally inaccurate, or that violate these Terms or Additional Terms; or

• advocate, encourage, or assist any third party in doing any of the foregoing.

8. User Content

The Service allow you to upload, submit, store, send, or receive data, information, and content (“User Content”). You retain ownership of any intellectual property rights that you hold in that User Content. In other words, you own your personal data.

When you upload, submit, store, send, or receive User Content to or through the Service, you give us permission to reproduce and use your User Content as follows: you grant to us and those we work with a license to use, host, store, reproduce, modify, create derivative works (including, but not limited to, translations, adaptations, or other changes we make so that User Content works better with the Service), publicly perform, publicly display, and distribute your User Content in order to operate, promote, market, and improve our Service. Our license to your User Content is non-exclusive, meaning you may use the User Content for your own purposes or let others use your User Content for their purposes. This license is irrevocable, sublicensable, fully-paid, and royalty free, meaning we do not owe you anything else in connection with our use of your User Content. We may exercise our rights under this license anywhere in the world. Lastly, this license is perpetual, meaning that our rights under this license continue even after you stop using the Service. In general, however, we will only need to use your User Content for as long as you choose to store it with us using the Service.

You promise that:

• you own all rights to your User Content or, alternatively, that you have the right to give us the rights described above (including having the necessary consents and releases from any individuals who appear or whose pets appear in your User Content); and

• your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

We may refuse to accept or transmit User Content for any reason. We reserve the right to use, share, and display your User Content (including Guests’ reviews of Service Providers or Service Providers’ reviews of Guests or their pet(s) in any manner in connection with our business without attribution to you or your approval. You acknowledge and agree that we are distributors (without any obligation to verify) and not publishers of your User Content or Service Providers ’ reviews, and we reserve the right to monitor, screen, edit, or remove your User Content or Service Providers ’ reviews in the event that such content include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws, or Company’s content policies. Our failure to enforce our rights under these Terms in one instance does not create a waiver of our right to enforce them in another instance. We are not obligated to provide you with copies of your User Content, nor will we have any liability to you for any deletion, disclosure, loss, or modification to your User Content.

If you include your name, image, likeness or voice in any of your User Content, you grant us permission to use your name, image, voice, and likeness, and hereby release us from any and all liability arising from such use, including, without limitation, claims for invasion of privacy, infringement of your right of publicity, and defamation (including libel and slander).

Fryndly offers an in-app chat feature to better connect Guests with Service Providers . Data, information, and content sent through the chat feature is User Content that is subject to these Terms. We are able to access this User Content and reserve the right (but have no obligation) to monitor, screen, edit, or remove your User Content. Users should be mindful when communicating information to third parties, and we recommend that you refrain from disclosing or sending sensitive information through the chat feature, such as personal financial information, log-in account information, passwords, and/or personal contact information (including phone numbers).

The Service may provide the ability to leave public and/or private reviews of users or their pets. You acknowledge that even private reviews may be shared with third parties in accordance with applicable law and our Privacy Policy and that Fryndly has no obligation to preserve or indefinitely store any reviews. If you are a ServicesProvider, we have no obligation to provide you with the content of any reviews about you submitted by other users of the Service, whether before or after termination of your account for the Service. We will have no liability to you for any deletion, disclosure, loss, or modification of these reviews. We reserve the right to screen, edit, or remove these reviews from the Service at any time.

9. Consent to ServicesProvider Photo and Video Activities

As a Guest, you understand and agree that certain Service Providers may take pictures or videos or otherwise create recorded media of you during the course of providing service to you. You also understand and agree that during the course of a services you may participate in recorded media. You further understand and agree that Service Providers may post, upload, share, store, or otherwise provide any such pictures, videos, or other forms of recorded media to Fryndly through the Service or to their own social media, the Internet, or otherwise. You understand and agree that such recorded media may be used not only to provide information to you as part of the Service, but also to assist Fryndly in quality control, safety, and promotional and marketing activities. You agree that you have no right, title, or other ownership interest to or in such pictures, videos, or other forms of recorded media, and that the use of such media, including the posting or display of such media, is within Fryndly’s and Service Providers ’ sole discretion. Fryndly hereby grants you a limited, revocable, non-exclusive license to copy and use pictures, videos, and other forms of recorded media of you that is made available by Fryndly through the Fryndly Service, solely for non-commercial purposes (e.g., posting a photo on your social media accounts).

10. Guest Obligations

As a Guest, you hereby represent, covenant, and warrant to Fryndly and each Services Provider who provides you with Services that you will comply with all laws and ordinances applicable to your activities conducted through the Service, and that you provide emergency contact information to your profile. If you elect to use the Service, you agree to provide accurate information about yourself and keep this information up-to-date, including any material information or medical data about yourself that can be provided to first responders if you experience a medical event while using the Service and in the presence of Services Providers you have booked.

You acknowledge and agree that if you allow another person to access your account, in each case in violation of these Terms, you and such other person will be jointly and severally liable for all acts and omissions in connection with engaging the Service, including all costs incurred or associated with such engagement.

You are fully responsible for your actions and for the actions of any add-on guest(s) you bring on bookings. You understand, acknowledge and agree that, as between you and Fryndly, you shall be liable for any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorneys’ fees and legal costs) of any kind or nature, arising from or relating to, your behavior and that of your add-on guest(s), including without limitation, claims by third parties (including Service Providers) for damage, loss, or injuries resulting from you and or your add-on guest(s). Incidents, injury, damage, or loss caused by you or your add-on guest(s) may be governed by applicable state liability laws. Fryndly will cooperate with appropriate law enforcement authorities to provide requested information regarding the situation. If you elect to use a Services Provider through the Service, you shall carry applicable liability insurance sufficient for the Services you request, the risks associated with such service, and as mandated by law. Be sure to review your applicable policy(ies) and address any questions regarding appropriate liability coverage with your insurance carrier and/or legal representatives prior to utilizing a Services Provided through the Service.

You understand and agree that any Services Provider from whom you may seek or obtain Services via the Service is an independent contractor, and not a partner, joint venturer, agent, legal representative, employer, worker, or employee of Fryndly. Service Providers have no ability or authority to represent Fryndly or otherwise make statements or commitments on Fryndly’s behalf.

Service Providers have the sole and absolute discretion to reject or refuse any Services that you may request, including if they violate any law or regulation, are dangerous or unsafe, or otherwise violate these Terms or the Additional Terms.

11. Ownership

Other than User Content, we own or license all right, title, and interest in and to (a) the Service, including all software, text, media, and other content available on the Service (“Our Content”); and (b) our trademarks, logos, and brand elements (“Marks”). The Service, Our Content, and Marks are all protected under U.S. and international laws. The look and feel of the Service are copyright © Fryndly, LLC. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Fryndly, LLC.

12. Copyright and Intellectual Property Policy

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

• Your address, telephone number, and email address.

• A description of the copyrighted work that you claim has been infringed.

• A description of where the alleged infringing material is located.

• A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law.

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.

• A statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Copyright Agent:

For clarity, only copyright infringement notices should be sent to our Copyright Agent at [email protected]. You acknowledge that if you fail to comply with all of the requirements of this section, your notice may not be valid.

If you believe the content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such content, you may submit a counter-notice to the Copyright Agent address listed above containing the following information:

• Your physical or electronic signature;

• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

• A statement that you have a good faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content; and

• Your name, physical address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Chicago, Illinois, and a statement that you will accept services of process from the person who provided notification of the alleged infringement.

After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes your personal information. By submitting a counter-notification, you consent to having your information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.

After we send out the counter-notification, the claimant must then notify us within ten (10) days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the content that was removed or disabled. If we receive such notification, we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.

13. Call Recording and Monitoring

You agree that all telephone conversations between you and Fryndly (or our Affiliates and representatives), or other platform users when made via the platform, may be monitored and recorded for quality assurance and training purposes.

14. Privacy

Your privacy is very important to us. Our Privacy Policy explains how we collect, use, protect, and when we share personal information and other data with others. You are responsible for maintaining the confidentiality of your account information, including your username and password. You are responsible for all activities that occur under your account and you agree to notify us immediately of any unauthorized access or use of your account. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your account, including without limitation, as a result of phishing or other similar attacks.

Fryndly may use third-party web analytics service on the Service, such as Google Analytics. This technology analyzes how the Service are used by visitors and may also provide the third-party website from which a user arrives. The information collected by the technology will be disclosed to or collected directly by these third-party Service Providers, who use the information to evaluate your use of the Service. Fryndly also uses Google Analytics for certain purposes related to advertising. For more information on this please see the Fryndly Privacy Policy. To prevent Google Analytics from using your information for analytics, you may install the Google Analytics Opt-Out Browser Add-on.

15. Third-Party Content

The Service may contain links to other websites and online resources, and the Service may be made available or accessed in connection with third-party service and content (including advertising) that Fryndly does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party websites, service, and content. Fryndly does not endorse such third-party websites, service, and content and in no event shall Fryndly be responsible or liable for any damage or loss related to the use of websites, products, service, or content of such third-party providers.

Reviews, profiles, advice, opinions, statements, offers, postings, or other information or content made available through the Service, but not directly by Fryndly, are those of their respective authors, who are solely responsible for such content.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FRYNDLY DOES NOT: (A) WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICE; OR (A) ADOPT, ENDORSE, OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN FRYNDLY.

16. Third-Party Applications

These Terms apply to your use of the Service, including the Fryndly applications (each an “Application”) made available by third-party providers such as Apple, Inc. and Google, Inc. (each a “Provider”) through their respective online stores, but the following additional terms also apply to each Application:

• Both you and Fryndly acknowledge that the Terms are concluded between you and Fryndly only, and not with any Provider, and that a Provider is not responsible for the Service;

• The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Service for your private, personal, non-commercial use (unless otherwise agreed by Fryndly in a separate agreement with you), subject to all the terms and conditions of these Terms as they are applicable to the Service;

• You will only use the Application in connection with a Provider-branded device that you own or control and as permitted by the Provider’s usage rules set forth in its terms of services, except that such Application may be accessed and used by other accounts associated with the purchaser via family sharing or volume purchasing (if applicable);

• You acknowledge and agree that a Provider has no obligation whatsoever to furnish any maintenance and support service with respect to the Application;

• In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify the Provider of such failure; upon notification, the Provider’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;

• You acknowledge and agree that Fryndly, and not the Provider, is responsible for addressing any claims you or any third party may have in relation to the Application and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be Fryndly’s and not the Provider’s responsibility;

• You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party's intellectual property rights, Fryndly, and not the Provider, will be solely responsible for the investigation, defense, settlement, and discharge of any such infringement claim;

• You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;

• Both you and Fryndly acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use;

• Both you and Fryndly acknowledge and agree that the Provider and its subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, the Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof; and

• In the event you use the Application to provide you with real-time route guidance, YOUR USE OF THIS REAL TIME ROUTE GUIDANCE APPLICATION IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE.

17. Third-Party Beneficiaries

Service Providers (when the Terms are agreed to between Fryndly and a Guest) and Guests (when the Terms are agreed to between Fryndly and a ServicesProvider) are each a third-party beneficiary of these Terms, and that upon acceptance of these Terms, the ServicesProvider or Guest (respectively) will have the right (and will be deemed to have accepted the right) to enforce these Terms as the third-party beneficiary hereof, including without limitation the Arbitration Agreement & Waiver of Certain Rights.

18. Suspension and Termination

We reserve the right not to provide the Service to any person. We also reserve the right to suspend or terminate any user’s right to access the Service at any time, in our sole discretion, for any reason (or no reason at all), including, without limitation, with respect to Guests, below average ratings or reviews of you by Services Providers. If your conduct on the Service or with respect to the Service is inappropriate or unsafe or you violate any of these Terms or the Additional Terms, your permission to use the Service automatically terminates.

19. Disclaimer and Limitations on Our Liability

19.1 General Disclaimer and Limitations

YOU USE THE SERVICE AND ANY CONTENT AND PRODUCTS AVAILABLE ON OR THROUGH THE SERVICE AT YOUR OWN RISK. THE SERVICE AND ANY CONTENT AND PRODUCTS AVAILABLE ON OR THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FRYNDLY AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“AFFILIATES”) DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

IN PARTICULAR, FRYNDLY AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICE, PRODUCTS OFFERED FOR SALE THROUGH THE SERVICE, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICE LINKED TO OR INTEGRATED WITH THE SERVICE. FRYNDLY AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (c) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICE; (d) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICE BY ANY THIRD PARTY; OR (e) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED OR ANY PRODUCT OFFERED FOR SALE THROUGH THE SERVICE.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE. YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE SERVICE.

YOU FURTHER ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF YOUR PRIVACY, CONFIDENTIAL INFORMATION, DATA AND/OR CONTENT. WE HAVE NO OBLIGATION TO PROVIDE SECURITY. YOU SHALL HAVE SOLE RESPONSIBILITY FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS, AND OWNERSHIP OF ALL OF YOUR DATA AND USER CONTENT THAT MAY APPEAR ON THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, COMPENSATORY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR EXAMPLE, WE SHALL NOT BE RESPONSIBLE FOR YOUR CONDUCT OR ANY THIRD-PARTY CONDUCT, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES THAT MAY RESULT FROM YOUR USE OF THE SERVICE, OR FOR ANY INTERACTIONS WITH OTHER USERS OF THE SERVICE, WHETHER ONLINE OR OFFLINE. FURTHERMORE, YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE FOR ANY LOSSES, DAMAGE, OR HARM THAT ARISE OUT OF YOUR VIOLATION OF THESE TERMS OR ADDITIONAL TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES YOU HAVE ACTUALLY PAID TO US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.

We do not warrant that the quality of any products, Service, information, or other material purchased or obtained by you will meet your expectations. While we aim to display product colors and images as accurately as possible, we cannot guarantee that your computer monitor's display of any color will be accurate. We reserve the right to correct or update any information, and to change or update information or cancel orders if any information is inaccurate at any time without prior notice (including after you have submitted your order) but disclaim any obligation to do so except as required by law.

You understand and agree that we have set our prices and entered into these Terms with you in reliance upon the limitations of liability set forth in these Terms, which allocate risk between us and form the basis of the bargain between the parties.

20. Indemnification

You agree to indemnify and hold harmless Fryndly and its Affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorneys’ fees and legal costs) of any kind or nature, arising from or relating to, any (i) actual or alleged breach of these Terms or the Additional Terms by you or anyone using your account, including claims arising from a breach of any of the Guest Obligations set forth in these Terms or Additional Terms; (ii) transactions, interactions or disputes with other users of the Service, whether online or offline; (iii) your misstatements, omissions, misrepresentations, or violation of applicable law; (iv) any of Your Content; and (v) any text messages or other communications that you initiate to other Users or to third parties through our Service. YOU FURTHER AGREE THAT YOU WILL COOPERATE WITH US IN THE DEFENSE AND INVESTIGATION OF SUCH CLAIMS. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION UNDER THIS SECTION, AND YOU WILL NOT SETTLE ANY SUCH CLAIM OR MATTER WITHOUT OUR PRIOR WRITTEN CONSENT.

21. Arbitration Agreement & Waiver of Certain Rights

For purposes of this Section 21 (“Arbitration Agreement”), references to “Fryndly” include our Affiliates.

a. Applicability. You and Fryndly agree that any dispute or claim arising out of or relating in any way to your use of the Service, these Terms, the Additional Terms, your relationship with Fryndly, or your receipt of any communications from Fryndly will be resolved by binding arbitration on an individual basis, rather than in court, except that you may assert claims in small claims court to the extent your claims qualify, remain in such court, and advance solely on an individual basis. “Disputes” or “claims” under this provision shall include, but are not limited to, any dispute, claim, or controversy, whether based on past, present, or future events, arising out of or relating to: the Terms, the Additional Terms and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Service, any other goods, service, or content made available through the Service, your relationship with Fryndly, the threatened or actual suspension, deactivation, or termination of your account with Fryndly, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Fryndly, any communications you receive from Fryndly, any claims for fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws, claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act, and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. Notwithstanding anything to the contrary herein, if you are an employee of Fryndly, this Arbitration Agreement will not apply to any claims or disputes arising out of your employment relationship with Fryndly and any such claims and disputes may be governed by separate agreements.

b. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by you must be delivered to Fryndly, LLC, at our designated office listed on our website, and [email protected]. The arbitration will be conducted by the American Arbitration Association (“ AAA”), an established alternative dispute resolution provider, and conducted under AAA’s most current version of the Commercial Arbitration Rules and procedures available at http://www.adr.org/sites/default/files/CommercialRules_Web.pdf. AAA’s rules are also available by calling AAA at 800-778-7879. If AAA is not available to arbitrate, the parties will select a reasonably equivalent alternative arbitral forum.

c. Authority of Arbitrator. The arbitrator -- not a court -- shall have exclusive authority to (i) determine the scope and enforceability of these Terms (including this Arbitration Agreement), (ii) resolve any dispute related to the interpretation, applicability, enforceability, or formation of these Terms (including this Arbitration Agreement), including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable, and (iii) resolve any disputes or controversies regarding or arising out of the applicability of these Terms, the Additional Terms, the ServicesProvider Platform Use Agreement, and/or any other concurrent agreement, to any particular claim or dispute, consistent with the AAA Commercial Arbitration Rule R-7 (or similar rule if not arbitrated by the AAA). The arbitration will decide the rights and liabilities, if any, of you and Fryndly. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including this Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Fryndly.

d. Waiver of Jury Trial. YOU AND FRYNDLY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

e. Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS; ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE PARTY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER PARTY. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the federal or state court located in Chicago, Illinois for adjudication before a judge, not a jury. All other claims shall be arbitrated.

f. 30-Day Right to Opt Out. You have the right to opt out of the provisions of these Terms that mandate arbitration by e-mailing a written notice of your decision to opt out to: [email protected] within 30 days after first becoming subject to a version of these Terms containing an arbitration provision. Your notice must include your name and address, your Fryndly username (if any), the email address you used to set up your Fryndly account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of arbitration, all other parts of this Agreement will continue to apply to you. With the sole exception of the Services Provider Platform Use Agreement if you are a Services Provider, opting out of arbitration has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with Fryndly. If you are a Services Provider, a timely opt out of the Arbitration Agreement in these Terms will also apply to the Mutual Arbitration Provision of the Services Provider Platform Use Agreement, provided that the opt out would be timely under the terms of the Services Provider Platform Use Agreement as well.

g. Survival of Arbitration Agreement. This Arbitration Agreement will survive the termination of your relationship with Fryndly.

h. Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Fryndly makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by emailing Fryndly a notice of your rejection to [email protected]. Your rejection of any such changes shall not affect the enforceability of any prior version of this Arbitration Agreement, or of any other agreement to arbitrate, that you previously entered into with Fryndly.

22. Other Provisions

Under no circumstances will Fryndly be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.

These Terms will be governed by and construed in accordance with the laws of the State of Illinois, consistent with the Federal Arbitration Act, without giving effect to any conflict of laws rules or provisions. In the event the Arbitration Agreement above is found not to apply to you or a particular claim or dispute, you agree that any action of whatever nature arising from or relating to these Terms or Service will be filed only in the state or federal courts located in Chicago, Illinois. You and Fryndly consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

YOU AND FRYNDLY HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDINGS ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE, THESE TERMS, THE ADDITIONAL TERMS, YOUR RELATIONSHIP WITH FRYNDLY, OR YOUR RECEIPT OF ANY COMMUNICATIONS WITH FRYNDLY.

If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions. The failure by us to enforce any right or provision of these Terms will not be deemed a waiver and will not prevent us from enforcing such right or provision in the future.

We may freely assign our rights and obligations under these Terms, including in connection with a merger, acquisition, reorganization, sale of assets or equity, or by operation of law. You may not assign any rights or obligations under these Terms without the prior written consent of Fryndly and any purported assignment in violation of this provision shall be null and void.