Published July 19, 2019
Friendbuy provides services for businesses to acquire new customers and monetize content using our website, software, applications, web tools, share buttons and widgets (collectively, the “Service”).
Whenever you use the Service, these Terms of Service (“terms”) apply to you. If you do not agree to all of these terms, please do not use the Service.
In these terms, “Friendbuy” or “we” refers to Friendbuy, Inc., and “you” means the person using the Service. If you open an account on behalf of a company, organization, or other entity, then “you” includes you and that entity.
1. License to Use the Service
Friendbuy grants you a non-exclusive, non-transferable, non-sublicensable, freely revocable right to use the Service as described in these terms, subject to all of our policies and requirements.
Friendbuy retains all right, title and interest in the Service, trademarks, service marks and logos, including all underlying software, technology and processes and any enhancements or modifications. Aside from the license granted in the paragraph above, Friendbuy does not grant you any other license, express or implied. Friendbuy reserves all rights not expressly granted hereunder, including the right to continually evolve the Service and all related technologies. If you are using the Service on behalf of a company, organization or other entity, you represent and warrant that you are authorized to grant all permissions and licenses provided in these terms and bind the entity to these terms, and that you agree to these terms on the entity’s behalf.
2. Your Licenses to Friendbuy
You own all right, title and interest in your profile information and other content or information you provide to us in connection with your use of the Service (“Customer Content”).
You hereby grant to Friendbuy, and you represent and warrant that you have all rights necessary to grant, a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, transmit, distribute, modify, reproduce, publicly display, and create derivative works of any Customer Content for the purposes of:
- providing the Service to you;
- improving the Service;
- marketing, promoting and advertising the Service, so long as any Customer Content relating to your end users is not reasonably identifiable with an individual; and
- creating and distributing reports, so long as any Customer Content relating to your end users is not reasonably identifiable with an individual.
You also hereby grant to Friendbuy the right to use your name and logo on our website and other materials to identify you as our customer for our business purposes, including marketing, case studies and customer references.
3. Legal Compliance
Friendbuy provides technology to implement different kinds of marketing initiatives and strategies for acquiring customers to your site, to your mailing list, to your customer database and to your business in general.
The laws governing online marketing vary widely from region to region and are also subject to ongoing evolution within particular geographies based on the legislative priorities and precedents of those regions. For example, anti-spam email requirements vary widely across different regions and can change from month to month or year to year.
Your use of Friendbuy must comply with all laws that apply to you.It is your responsibility to be informed about the laws that apply to you.
Friendbuy does not make any guarantees or warrantees that the Friendbuy platform conforms to any specific legal requirements of any particular city, state, country, or other regional reference or jurisdiction.
Friendbuy does not make any guarantees or warrantees that the Friendbuy platform conforms to any specific legal requirements at any instance in time in the ongoing evolution of online marketing legislation.
It is your responsibility to be informed of such laws and to ensure that your use of Friendbuy’s technology does not violate such laws.
You agree to indemnify, defend and hold Friendbuy harmless if your use of Friendbuy technology results in a breach of any laws even if such breach is inadvertent and/or accidental and even if it is held that Friendbuy had an independent obligation to comply.
Without limiting the foregoing, in the event Friendbuy provides you with the email addresses it obtains from users of Friendbuy widgets or other Friendbuy services, you will:
- Have a visible and operable unsubscribe mechanism present in all emails sent to such email addresses, and honor any opt-out requests within 10 days; and
4. Your Other Responsibilities
In addition to your other responsibilities under these terms, you must:
- Safeguard your account, and notify us right away if you have lost control of your account ID or password or you suspect there is unauthorized activity in your account.
- Fulfill any promotions and offers you create using the Service. Friendbuy takes no responsibility for fulfilling your promotions or offers.
- Comply with the terms of service and privacy policies of any third party websites where your offer or promotion will be displayed (e.g. Facebook, Twitter), and require your end users to also comply with these policies.
- Prominently display the following attribution on Friendbuy enabled widgets and/or other assets in connection with your use of the Service: “Powered by Friendbuy”. The attribution must link to www.friendbuy.com.
- Comply with all applicable laws.
5. Payment Terms
The Service may include services that are provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing, payment and billing policies applicable to such fees and charges, posted or linked on our website. We may change our rates for any portion or all of the Service. We will tell you about those changes by posting the changes on our website.
6. Subscription Terms
The Service may include services that are available on a subscription basis. If you enter into a subscription with us, you will be responsible for paying all fees due for the full term of your subscription, whether or not you cancel such subscription prior to the end of such term. The term of your subscription will automatically renew for additional successive terms equal to the period of your initial term, unless you provide us with written notice of your intent not to renew your subscription at least thirty (30) days prior to the end of the then-current subscription term.
We do not provide any refunds. In the event you cancel a paid service or subscription, you will not receive any refund or credits for any unused time on a subscription, or fees for any portion of the Service or for anything else.
8. Things You Cannot Do
- Give us any false or misleading information in connection with your use of the Service.
- Open multiple accounts, transfer your account to someone else, or open a new account if we have terminated or suspended a prior account, unless you have received written permission from us.
- Post anything that could be considered defamatory, libelous or criminal.
- Infringe any third party rights, including rights of publicity or privacy, and intellectual property rights.
- Bypass any technical protections or throttling that we institute, or access the Service by any unauthorized automated means.
- Reproduce, distribute, modify, prepare derivative works of, translate, reverse engineer, reverse compile or disassemble the Service or any portion of the Service.
- Register for any account if you are under 13 years. If you are at least 13 years and not yet 18 years (or the applicable age for forming binding contracts in your jurisdiction), you cannot register for an account unless you have the consent of a parent or guardian.
- Anything else we ask you not to do.
9. Your Content
We offer the ability to post Customer Content on our website, your website and third party websites, including through the use of comments, share buttons and share widgets. You are 100% responsible and liable for all Customer Content you post, including its accuracy, lawfulness and truthfulness. All Customer Content you post must comply with any content policies we post to our website or otherwise provide to you. We reserve the right to delete any Customer Content at anytime, for any or no reason.
10. Our Proprietary Rights
Friendbuy or its licensors are the exclusive owners of all software, graphics, designs and all copyrights, trademarks, service marks and other intellectual property or proprietary rights contained on or used in connection with the Site. Except as set forth in these terms, you agree not to copy, distribute, modify or make derivative works of any materials without the prior written consent of the owner of such materials. All rights not granted under these Terms are reserved by us.
Friendbuy will not, and certifies that it will not, collect, retain, use, sell or otherwise disclose any Personal Information for any purpose other than for the specific purpose of performing the services specified in these terms or as otherwise required by law. “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household that is processed for or on behalf of you under these terms.
12. Feedback and Improvements
If you submit comments, suggestions, feedback, or ideas about the Service, including possible improvements to the Service (“Feedback”), we own any Feedback you provide, and may use it without restriction and without any compensation, attribution or accounting to you.
Friendbuy is committed to respecting intellectual property and other rights. To see our Infringement Policy or report infringement, visit infringement.
Friendbuy’s fees do not include any present or future local, state, federal or foreign taxes, levies, fees or duties of any nature (“Taxes”). Friendbuy may charge applicable Taxes in addition to the fees due under this Agreement. Except for any Tax that Friendbuy has charged to Company (and that Company has actually paid to Friendbuy), Company is responsible for remitting to the appropriate authority all Taxes based on or arising from this Agreement other than Taxes based on Friendbuy’s net income. All payments due under this Agreement shall be made without setoff or deduction, including on account of any Taxes, unless Company is required by law to withhold Taxes from any payment to Friendbuy. In such case, Company will pay to Friendbuy such additional amounts as are necessary so that each net payment to Friendbuy (i.e., after Tax withholding) is no less than the amount that would otherwise have been payable under this Agreement. If Friendbuy is held responsible for any Taxes arising from the Agreement (aside from Taxes based on Friendbuy’s net income), Company will reimburse Friendbuy for such payments.
You will indemnify, defend, and hold harmless Friendbuy, its affiliates, officers, directors, shareholders, employees, contractors, licensors, licensees, agents, and representatives (the “Covered Entities”) against all liability, claims, costs, damages, settlements, and expenses (including interest, penalties, attorney fees and expert witness fees) incurred by any Covered Entities in any way arising out of or relating to this Agreement, your use of the Service or your Customer Content. Friendbuy reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
17. Disclaimers and Limits on Liability
THE COVERED ENTITIES MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NON INFRINGEMENT. THE COVERED ENTITIES DO NOT MAKE ANY REPRESENTATION AS TO THE POTENTIAL REVENUES OR OTHER BENEFITS YOU MAY REALIZE BY USING THE SERVICE. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. WE DO NOT REPRESENT THAT THE SERVICE WILL BE SECURE, CONTINUOUSLY AVAILABLE, ERROR FREE, OR FREE OF VIRUSES, OR THAT PROBLEMS WILL BE CORRECTED. Like all Internet businesses, our Service is vulnerable to downtime (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of your equipment, systems or local access services, (3) caused by malicious attacks, (4) for previously scheduled maintenance or (5) relating to events beyond our control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where our or your servers are located. We make no service level guarantees about the website or Service.
THE COVERED ENTITIES ARE NOT RESPONSIBLE FOR ANYTHING ACCESSED VIA ANY LINKS TO MERCHANT WEBSITES, THIRD PARTY WEBSITES, SERVICES, SOFTWARE OR ANYTHING ELSE. YOU BEAR ALL RISKS ASSOCIATED WITH USING MERCHANT AND OTHER THIRD PARTY LINKS, WEBSITES, ETC. YOU ARE SOLELY RESPONSIBLE FOR ANY OFFERS, PROMOTIONS, OR OTHER CONTENT YOU TRANSMIT OR DISPLAY THROUGH, OR USING, THE SERVICE, AND THE COVERED ENTITIES EXPRESSLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR SUCH CONTENT
We reserve the right to suspend or terminate your access to the Service and/or your account at any time for any or no reason. This is not our exclusive remedy under any circumstances. This Agreement will survive termination or suspension of your access to the Service and/or closure of your account.
- These terms incorporate all Friendbuy policies that appear on our website.
- We reserve the right to change these terms at any time. When we make such changes, we will post them to our website. Your use of the Service after such changes constitutes acceptance of the new terms. Such changes will not be effective retroactively.
- Friendbuy will be entitled to recover any legal fees and other costs associated with enforcing these terms.
- We will communicate with you either by emailing the address associated with your account or by posting on the website itself. You and we will give any notices required or permitted by these terms (other than legal process) by email with the proviso that we will email your account address and you will email us at email@example.com. Emails to other addresses will not satisfy any notice requirement.
- You are responsible for being informed about and complying with all laws, rules and regulations that apply to your use of the Service.
- Any dispute related to these terms will be resolved in the state or federal courts in Los Angeles, California, to whose exclusive jurisdiction and venue you irrevocably submit, except for any optional arbitration as described next. Excluding claims for equitable relief, if the total amount in dispute is less than $10,000, either party may elect to resolve the claim through binding arbitration by initiating arbitration through an established provider that is agreed by the parties. The arbitration must be conducted under the following rules: (a) at the choice of the party seeking relief, the arbitration shall be conducted by telephone, online, or solely on written submissions; (b) no party or witness will make any personal appearance unless the parties agree otherwise; and (c) the winning party may have the arbitrator’s award entered as a judgment in any court of competent jurisdiction. Our right to change these terms upon notice will not extend to any claims for which you have the ability to elect arbitration. Any claim must be brought in the initiating party’s individual capacity and not as a plaintiff or class member in any class action or other similar proceeding.
If any provision of these terms is unenforceable, the validity and enforceability of the remaining provisions will not be affected. No waiver will be effective unless it is in an explicit writing and signed by an authorized representative of the waiving party.