Welcome to the Phrendly Terms of Service.
We don’t like legalese either. But instead of total anarchy we decided to have a Terms of Service to protect you and us. Since this is a legal agreement between you and Platphorm, LLC doing business as Phrendly and hereinafter referred to as "Phrendly"
, we suggest you take a few minutes to read what you are agreeing to.
If Phrendly accepts your Member Sign-up Form, you will become a "Member"
having additional access to the Site and related services only under the policies, terms and conditions below. To make it easier, we will refer to the Phrendly.com website, chats (any text interaction you send from your Member account to another Member), video and phone services and any content therein provided by Phrendly as the "Site."
We will refer to any interaction or other products or services you may receive from other Members as "Member Services."
By directing your browser to the Site or using the Phrendly mobile app, as a Member or visitor, or otherwise accessing the pages of the Site or app, you accept and agree to these Terms of Service.
Phrendly may modify these Terms of Service, or suspend or terminate your use of the Site, at any time without notice to you. If any modification to the Terms of Service is not acceptable to you, your only recourse is to cease using the Site and Member Services. This includes, but is not limited to, commission and connection fee changes. By continuing to use the Site or any Member Services following any posting of a new Terms of Service or policies on the Site, you accept and agree to be bound by the new Terms of Service or policies.
1. While everyone can be a star, not everyone can use Phrendly. Your eligibility to use the Site is limited.
(a) You must be at least eighteen (18) years of age to use the Site or Member Services. By using the Site you agree that you are at least eighteen (18) years old, and otherwise have the right, authority and capacity to enter into this Agreement and to abide by all of the terms of this Agreement. You further represent that you are not required to register as a sex offender with any government entity. Phrendly does not conduct criminal background check on or screening of its users but reserves the right to conduct any criminal background check or screening at any time. Using the Service may be prohibited or restricted in certain countries. If you use the Site outside of the United States, you are responsible for complying with the laws and regulations of the territory from which you access or use the Site or Member Services.
(b) Your membership is for your sole, personal use and you are solely responsible for all use made of the Site and Member Services under your Member account information and password. You agree to maintain the confidentiality of your password and Member account information. You may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. You agree to pay for all Member Services purchased using your Member Account information and password.
(c) Without limiting other remedies, Phrendly may at any time suspend or terminate your membership and refuse to provide access to the Site without reason or notice to you. In addition, Phrendly may notify your bank and/or authorities or take any actions it deems appropriate without notice to you, (i) if Phrendly suspects that you have failed to comply with any provision of this Terms of Service or any policies or rules established by Phrendly; (ii) if Phrendly is unable to verify or authenticate any billing or payment information you provide to Phrendly; or (iii) if Phrendly suspects that your actions may be illegal or cause liability, harm or disruption for you, other Members, Phrendly or the Site.
(d) Phrendly may charge an Account Maintenance Fee of two dollars ($2.00) per month for all Member accounts with a positive balance. However if the Member uses the Member account to purchase Member Services, then for a period of twelve (12) months from the date of such use, Phrendly may waive the Account Maintenance Fee for all active Member accounts.
(e) You may cancel your account at any time by emailing email@example.com
with the subject "Cancel Account". Any suspension, termination or cancellation will not affect your obligation to pay any amounts due to Phrendly.
2. Be honest and be nice! Your actions and your content are your responsibility.
(a) You represent and warrant that all information that you submit upon registration is accurate and truthful and that you will promptly update any information provided by you that subsequently becomes inaccurate, misleading or false. By posting information, photographs or content on the Site, you automatically grant, represent and warrant that you have the right to grant to Phrendly free of charge an irrevocable, perpetual, non-exclusive, royalty-free, fully-paid, worldwide license to use, copy, perform, display, promote, publish and distribute such information, content and photographs and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sub-licenses of the foregoing.
(b) You are solely responsible for your interactions with Members and for the content and information that you post or otherwise make available to on the Site and through Members Services, whether publicly posted or privately transmitted. You may not post or transmit content that can be considered offensive, harassing, or illegal content, or any content that infringes or violates another person’s rights (including intellectual property rights, and rights of privacy and publicity). Phrendly reserves the right to determine, at its sole discretion, what constitutes offensive or harassing, and where that has occurred; and may, also at its sole discretion, partially or completely deny service to any infringing party. Phrendly may enlist the help of Members to flag content to help determine if a user’s conduct is harmful to the community.
(c) You are solely responsible for and will exercise caution, discretion, common sense and good judgment in using the Site and Member Services and in disclosing personal information to other Members. Phrendly does not permit users to disclose contact information to other Members. Phrendly considers contact information to be any information that would allow a person to reach you such as, but not limited to, phone number, email address, usernames for other services, or physical address. In addition, it is not permitted to provide other Members with information, such as links to third-party services, to circumvent or attempt to circumvent the Site's payment system. If you do, you do so at your own risk and risk the termination of your Phrendly account. Phrendly does not permit Members to use the Site or Member Services to solicit other Members to meet with them in person. While Phrendly reserves the right to review interactions between Members, Phrendly assumes no responsibility for policing its Members in any way. If you ever believe that a Member has violated the law or is defrauding, threatening or endangering anyone, Phrendly urges you immediately to contact the police directly for help.
(d) If you have a dispute with another Member, or suffer any harm arising out of or connected with any Member Services, you hereby waive all claims against and release Phrendly (and its subsidiaries, employees, officers, directors, shareholders, suppliers, joint venturers and agents) from any and all liability for claims, demands, damages (actual and consequential), costs and expenses (including litigation costs and attorney's fees) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any Member Services or with regard to such disputes. If you are a California resident, you waive your rights under California Civil Code §1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Residents of other states and nations waive their rights under analogous laws, statutes or regulations.
3. Don’t use someone else’s photos. Phrendly prohibits the unauthorized use of copyrighted materials.
You shall not use the Site or Member Services to transmit, route, provide connections to our store any material that infringes copyrighted works, trademarks, publicity or privacy rights, or otherwise violates or promotes the violation of the intellectual property rights of any third party.
Phrendly has adopted and implemented a policy, stated below, that provides for the termination in appropriate circumstances, of Members who infringe or are believed to be infringing the rights of copyright holders.
Phrendly Copyright Policy:
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Phrendly's Copyright Agent listed below with the following information required under 17 U.S.C. § 512:
(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at the Site;
(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Phrendly to locate the material;
(d) Information reasonably sufficient to permit Phrendly to contact the complaining party, including a name, address, telephone number and, if available, an email address at which the complaining party may be contacted;
(e) A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
(f) A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Phrendly's Copyright Agent for notice of claims of copyright infringement on or regarding this Site can be reached as follows:
182 Howard Street #650
San Francisco, CA 94105
Upon receipt of notice as described above, Phrendly will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged use from the Site, and/or termination of the Member's account.
4. You earned some money, so we need to pay you.
(a) By utilizing Member Services you may earn money that can be paid to you. The Member who initiates a transaction is solely responsible for payment of any and all fees for the transaction. Phrendly shall not be obligated to pay any fees for which Phrendly has not been fully paid by the Member or Member's credit card issuer or bank, as applicable. You hereby authorize Phrendly to collect payments from Members on your behalf for any and all transactions that you conduct. Phrendly will credit to your Member account the fees collected less Phrendly’s commissions and connection charges set forth below, any tax withholdings required by law, and any refunds, discounts, chargebacks and chargeback fees payable by Phrendly (the "Net Fees"). If it is determined by Phrendly, in its sole discretion, that you have misrepresented yourself you will not be paid. In addition, Phrendly reserves the right to restrict payment to a Member for any reason and in its sole discretion.
(b) As a Member, you are not an employee, agent or contractor of Phrendly, and you shall not represent that you are any of the foregoing. You are solely responsible for all equipment necessary to access and use the Site and Member Services, and for reporting and payment of all taxes associated with fees transferred to you by Phrendly.
(c) As a Member with a public profile you may charge a fee for interactions with other Members. Phrendly may retain a connection charge for phone and video interactions and will retain a commission which will be a percentage of the price chosen by the Member. Phrendly will distribute earnings to you from your Member account in US dollar denominations by either check, ACH direct deposits or through Phrendly’s Flirt for a Cause program as designated by you in your Phrendly account. Phrendly reserves the right to change these commissions and connection fees.
5. Just like everyone else, Phrendly is not perfect.
(a) You understand and acknowledge that the Site is made available on an “AS IS” and “AS AVAILABLE” basis for the purpose of providing Phrendly with feedback on the quality and usability of the Site. There is no warranty, support, maintenance, storage, SLA or indemnity obligations of any kind to you. You acknowledge and agree that the Site may contain bugs, errors, omissions, and other problems for which Phrendly will not be responsible. You assume all risks and all costs associated with your use of the site.
(b) Phrendly reserves the right to modify, suspend or stop the Site (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to you. Without limiting the foregoing, Phrendly may provide notice of any such changes to the Site. You agree that Phrendly shall not be liable to you or any third party for any modification or cessation of the Site. You acknowledge that Phrendly has no express or implied obligation to provide, or continue to provide, the Service, or any part thereof, now or in the future; and in addition, Phrendly may at any time change the cost and the commissions for use of the Site.
(c) As part of using the Site, Phrendly will provide you with the opportunity to submit comments, suggestions, or other feedback regarding your use of the Site. You agree that in the absence of a separate written agreement to the contrary, Phrendly will be free to use any feedback you provide for any purpose.
6. We’ve got a few Notices and Disclaimers.
The Site and any Member Services obtained through the Site are provided “AS IS” with no warranty or any kind. Phrendly expressly disclaims all warranties, express or implied, regarding the Site, Member Services and all communications between Members made through the site, including any implied warranty of quality, availability, merchantability, fitness for a particular purpose or non-infringement. In addition, Phrendly makes no representation or warranty that the operation of the Site will be error free.
The contents of this website are protected by copyright and may not be copied or otherwise reproduced without Phrendly's written permission except as expressly set forth above. Users may not publish, or create derivative works from the contents of this website for any public or commercial purposes.
Under no circumstances will Phrendly be liable to you for any indirect, incidental, consequential, special or exemplary damages arising out of ir in connection with the use of the Site or Member Services, whether or not Phrendly has been advices of the possibility of such damages. Without limiting the generality of the foregoing, Phrendly and its suppliers’ aggregate liability to you arising with respect to this agreement will not exceed the greater of (a) the total fees actually earned by Phrendly from you (after payments to Members and other third parties) in the previous twelve (12) month, and (b) one hundred dollars ($100). Phrendly will not be liable for the consequences of any interruptions or errors.
You further agree to hold harmless, defend and indemnify Phrendly, and it’s employees, subsidiaries, agents and representatives, from and against any liability arising from or in any way related to your use of the Site or provision of Member Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgements, litigation costs and attorneys’ fees, of every kind and nature, known and unknown, foreseeable and unforseeable, disclosed and undisclosed. In each case, Phrendly will provide you with written notice of such claim, suit or action. Phrendly shall have the right to withhold payments to you to offset liabilities and expenses covered hereunder.
Any controversy or claim arising out of or relating to these Terms of Service, the breach thereof or its subject matter shall be settled by binding arbitration in accordance with the consumer commercial arbitration rules of the American Arbitration Association. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in San Francisco, California, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Notwithstanding anything to the contrary, Phrendly, the Member or any other party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
8. Some final words
If any provision of these Terms of Service is held to be invalid or unenforceable, the provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced. Phrendly's failure to act with respect to a breach by you or others does not waive Phrendly's right to act with respect to subsequent or similar breaches. The failure of Phrendly to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision. These Terms of Service shall be governed by and interpreted in accordance with the laws of the State of California. The parties acknowledge that these Terms of Service evidence a transaction involving interstate commerce. The Federal Arbitration Act shall govern the interpretation, enforcement and proceedings pursuant to the arbitration clause in these Terms of Service.
Phew! You’re done! Thanks for taking the time to read our Terms of Service. If you have any questions drop us a note at firstname.lastname@example.org