Last edited 11/2022
Welcome to Frendii Inc. (“Frendii”, “we” or “us”). Frendii is a subscription driven, mobile, social club for women over 50 who are looking to connect with other like-minded women. Frendii organizes monthly social events, like dinners at restaurants, visits to museums, where women meet in person, connect, and engage socially.
The information provided on the Website is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Website(s) from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
Please check this page frequently, which may be accessed at any time, so that you are aware of any changes as those changes are also binding on you.
Use and Security
Permission and Release for Use of Name and Likeness
By participating voluntarily, and on your own accord, in any of Frendii’s Social Events, you hereby grant Frendii, its agents and licensees, and other authorized media including Frendii’s Website(s), Application, and/or any and all social media accounts belonging to Frendii, permission to:
1. Use and re-use your name, image, photograph, voice, likeness, and biographical information (“NIL”) including the use of such NIL on Frendii’s website(s), Applications, social media accounts and in any other media for for use in publicity and advertising in all media related to Frendii, its Website(s), Events and its services; and
2. Use, encode, digitize, copy, edit, excerpt, transmit and display on videotape, digital video stream, or any other media form, your participation including your NIL
This Permission shall apply to all activities in which you participate as part of Frendii including its extended or subsequent related activities.
You understand that the above information will be distributed to members of the public and media to publicize the activities of Frendii, its Events and to promote Frendii as an organization in the social community.
You agree that in connection with the grant of permission to use NIL, that your NIL may be included on the Frendii website(s), Application, and/or any and all social media, and that the social events may be webcast over the Internet to interested persons of Frendii and members of the public at large, and may be videotaped and/or digitally captured for later webcast, broadcast and/or transmission. This Permission includes without limitation perpetual rights for both internal use and for licensing, sale, or other transfer of the videotapes or digital files to third parties and includes transmission and display over the Internet. This Permission is irrevocable and royalty free and you understand that Frendii will act in reliance on this Permission. By attending any of Frendii’s social events, or by using any of Frendii’s website(s), mobile application(s), and/or social media accounts, you are agreeing to these terms and conditions regarding your name, image, likeness, photograph, videos of you, or otherwise.
Linking to our Website
You may link to the homepage (www.frendii.com) of our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express consent. Subject to the foregoing, you must not:
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
Intellectual Property and Proprietary Rights
We reserve all rights not expressly granted to you in and to the Website, the Content and the Marks. The mark Frendii and all related names, logos, product and service names, designs, and slogans (collectively, the “Marks”) are trademarks of Frendii or its affiliates or licensors. You may not make commercial uses of the Marks.
Restrictions on Use
Additionally, you agree not to:
The information presented on or through our Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of any feature, functionality, or information shared in connection with our Website. Any reliance you place on such information is strictly at your own risk. Additionally, we do not make any warranties that our Website or services will be uninterrupted, secure or error free. We disclaim all liability arising from any use of our Website and services, and all warranties, whether express or implied, including, but not limited to, the warranties of merchantability, fitness for a particular purpose and non-infringement of third parties’ rights. Should applicable law not permit the foregoing exclusion of express or implied warranties, then we grant the minimum express or implied warranty required by applicable law. No advice or information, whether oral or written, shall create any warranty, representation, or guarantee not expressly stated in this section. We may update the content on our Website from time to time, but its content may not necessarily be complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Our Website may include or make available to you information or content provided by third parties. We are not responsible, or liable to you or to any third party, for the content or accuracy of any such information or content.
Limitation of Liability
Neither us nor any shareholder, director, employee, consultant, volunteer, service provider, representative, or agent of Frendii will be liable for any damages, direct, indirect, incidental, consequential, special, or punitive, including, without limitation, loss of data, income, profit or goodwill, loss of or damage to property and claims of third parties arising out of your access to or use of our Website, Website Content, or any user content or information, however caused, whether based on breach of contract, tort (including negligence), proprietary rights infringement, product liability or otherwise. The foregoing shall apply even if we were advised of the possibility of such damages. If you become dissatisfied in any way with our Website, your sole and exclusive remedy is to stop your use of our Website.
You hereby waive any and all claims arising out of your use of our Website. Because some states do not allow the disclaimer of implied warranties or the exclusion or limitation of certain types of damages, these provisions may not apply to you. If any portion of this limitation on liability is found to be invalid or unenforceable for any reason, then our aggregate liability shall not exceed one hundred dollars ($100). The limitation of liability herein is a fundamental element of the basis of the bargain and reflects a fair allocation of risk. The Website would not be provided without such limitations, and you agree that the limitations and exclusions of liability, disclaimers and exclusive remedies specified herein will survive even if found to have failed in their essential purpose. The foregoing does not apply to liability arising from any fraud or fraudulent misrepresentations, or any other liability that cannot be limited by applicable law.
All the actions you make and information you share on our Website remain your responsibility. Therefore, you agree to indemnify, defend, release, and hold us, and our shareholders, partners, licensors, affiliates, service providers, contractors, officers, directors, employees, representatives and agents, harmless, from and against any and all claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable legal fees) suffered or reasonably incurred by us arising as a result of, or in connection with:
We retain the exclusive right to settle, compromise and pay all claims or causes of action which are brought against us without your prior consent. If we ask, you will co-operate fully and reasonably as required by us in the defense of any relevant claim.
The foregoing provision does not require you to indemnify Frendii for any unconscionable commercial practice or any fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact, on the part of Frendii, in connection with our Website.
Third-Party Websites And Content
Digital Millennium Copyright Act (DMCA) Notice And Policy
We respect the intellectual property rights of others. If you believe that any material available on or through the Website infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Website infringes your copyright, you should consider first contacting an attorney.
All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Website are covered by the Notification, a representative list of such works on the Website; (3) 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 us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) 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 (6) 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 upon.
If you believe your own copyrighted material has been removed from the Website as a result of a mistake or misidentification, you may submit a written counter notification to [us/our Designated Copyright Agent] using the contact information provided below (a “Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party’s agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.
If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees. Filing a false Counter Notification constitutes perjury.
Designated Copyright Agent
Attn: Copyright Agent
THE WEBSITE AND APPLICATIONS IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE WEBSITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE WEBSITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATION OF LIABILITY AND DAMAGES
EXCEPT IN THE CASE OF WILLFUL, OR UNLAWFUL CONDUCT BY ANY PARTY IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
The Parties agree that the following Disputes are not subject to the above provision concerning informal negotiations: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Governing Law And Jurisdiction
Choice of Law
Jurisdiction, Venue, and Service of Process
If any party commences a lawsuit or other proceeding relating to or arising from this Agreement, the parties hereto agree that the Los Angeles Superior Court – Central District, shall have sole and exclusive jurisdiction over any such proceeding. If all such courts, the parties agree that the courts of the State of California in Los Angeles County shall have sole and exclusive jurisdiction. The parties (a) agree that any of these courts shall be proper venue for any such lawsuit or judicial proceeding, (b) waive any objection to such venue, (c) consent to and agree to submit to the jurisdiction of any of the courts specified herein and agree to accept service of process to vest personal jurisdiction over them in any of these courts, and (d) agree that process in any action or proceeding referred to herein may be served on any party anywhere in the world by mail or other overnight carrier.
Waiver of Jury Trial
Each party irrevocably waives its rights to trial by jury in any action or proceeding arising out of or relating to this Agreement or the transactions relating to its subject matter.
Time for Filing
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY CLAIM AGAINST US MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.
There may be information on the Website that contains typographical errors, inaccuracies, or omissions that may relate to the Website, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Website at any time, without prior notice.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
Any claim must be commenced within one year after the date the party asserting the claim first knows or should know of the act, omission, or default giving rise to the claim, or the shortest time period permitted by applicable law.
How to Contact Us
In order to resolve a complaint regarding the Website or to receive further information regarding use of the Website, please contact us at firstname.lastname@example.org.