During the Service Order Term, Friendbuy grants you a non-exclusive, non-transferable, non-sublicensable, freely revocable right to use the Services within the Territory shown in the Service Orde

You own all right, title and interest in your profile information and all other content or information you provide to us in connection with your use of the Services (“Company 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 Company Content for the purposes of: providing the Services to you; improving the Services; marketing, promoting and advertising the Services, so long as any Company Content relating to your end users is not reasonably identifiable with an individual; and creating and distributing reports, so long as any Company Content relating to your end users is not reasonably identifiable with an individual.

Neither party will initiate any press release relating to the existence of this Agreement or a party’s performance under this Agreement without the other party’s prior written consent.

Friendbuy provides technology to implement different kinds of marketing initiatives and strategies for acquiring customers to the Company Properties, to your mailing list, to your customer database and to your business in general.  Friendbuy will comply with all applicable laws and regulations in its provision of the Services in the form provided by Friendbuy.

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, rules and regulations that apply to you.
You are solely responsible for being informed about and complying with all laws, rules and regulations, including ensuring that your use of our Services does not violate any laws, rules or regulations.

Your obligation to indemnify Friendbuy (covered below) for your breach of any laws, rules or regulations applies even if the breach is inadvertent and/or accidental and even if it is held that Friendbuy had an independent obligation to comply.

Without limiting the foregoing, if Friendbuy provides you with email addresses (e.g., obtained from users of Friendbuy widgets or other 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 have a legally sufficient privacy policy on your website, and use these email addresses strictly in compliance with such privacy policy.

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.

Comply with these Terms and our Privacy Policy.

Fulfill any promotions and offers you create using the Services. Friendbuy takes no responsibility for fulfilling your promotions or offers.

Comply with the terms of service and privacy policies of any third party websites, platforms or other properties where your offer or promotion will be displayed (e.g. Facebook, Twitter), and require your end users to also comply with these policies.

Fees for all Services are shown in Service Orders. If Friendbuy introduces additional features, functionality or services after a Service Order takes effect, such additional features, functionality or services may require additional fees and/or terms.  Friendbuy may invoice you if Friendbuy is unable to charge your credit card, or for any other reason determined by Friendbuy in its sole discretion.  You will pay all invoices within thirty (30) days of the invoice date.  For any late payment, including payments that are not made because Friendbuy is unable to charge your credit card, Friendbuy reserves the right to charge interest of 2% over prime rate per month (or the legal maximum, whichever is lower).  All fees will be invoiced and paid in U.S. Dollars.  You will be responsible for all collection costs and reasonable attorneys' fees that Friendbuy incurs to collect any unpaid fees.

If you enter into a Service Order with us, you will be responsible for paying all fees due for the full term of your Service Order Term, whether or not you cancel any Services  prior to the end of such term.

We do not provide any refunds. In the event you cancel a paid service or Service Order, you will not receive any refund or credits for any unused time on a Service Order, or fees for any portion of the Services or for anything else, except in the event of a termination due to Friendbuy’s uncured material breach.

Upon each renewal, Friendbuy's fees may be adjusted by an increase of no more than 7% from the preceding term's fees. This adjustment accounts for inflation and platform innovations. It's distinct from any price changes due to the client's acquisition of additional products, features or changes to our list prices. Any such adjustments will be communicated to the client at least thirty (30) days before the start of the renewal term.

Give us any false or misleading information in connection with your use of the Services.
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 Services by any automated means without our prior written permission.
Reproduce, distribute, modify, prepare derivative works of, translate, reverse engineer, reverse compile or disassemble the Services or any portion of the Services.

Use the Services to gather competitive intelligence (e.g., to generate information to be used in creating or improving a competitive service).

We offer the ability to post Company Content on our website, your website and third party websites, including through the use of comments, share buttons and share widgets. You are solely responsible and liable for all Company Content you post, including its accuracy, lawfulness and truthfulness. All Company Content you post must comply with any content policies we post to our website or otherwise provide to you. We reserve the right to remove any Company Content at any time, for any or no reason.

Friendbuy or its licensors are the exclusive owners of the Services, including 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 Services, and all enhancements modifications and derivative works of the Services. 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.  Aside from the express license granted in these Terms, 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 Services and all related technologies.

Each party may use the data generated by your use of the Services as follows: You may use such data for any business purpose provided that (a) it complies with any applicable privacy policy and (b) it does not disclose data that describes or reflects the performance of the Services to third parties except service providers who are under confidentiality restrictions. Friendbuy may use such data (a) internally for any business purpose and (b) externally if such data is aggregated or made anonymous such that third parties cannot attribute the data to you or any end user, e.g., for financial and marketing reports. 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.

If you submit comments, suggestions, feedback, or ideas about the Services, including possible improvements to the Services (“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.

Visit privacy to see our Privacy Policy.

You will indemnify, defend, and hold harmless Friendbuy, its affiliates, officers, directors, shareholders, employees, contractors, licensors, licensees, agents, and representatives (the “Covered Entities”) against any liability, damage, loss or expense (including reasonable attorneys’ fees and costs) incurred by any Covered Entities in any way arising out of or relating to this Agreement, your use of the Services or your Company Content. If you fail to meaningfully defend any matter or Friendbuy has reasonable concerns about your defense of any matter, Friendbuy reserves the right, at your expense, to assume the exclusive defense and control of any such matter and in such case, you agree to cooperate with our defense of such claim.

Friendbuy shall indemnify, defend and hold harmless Company against any liability, damage, loss or expense (including reasonable attorneys’ fees and costs) incurred by Company in connection with any third-party claim that Friendbuy’s proprietary technology that provides the Services infringes any U.S. patent. Friendbuy shall have no obligation for claims arising from or related to (a) compliance with your specifications, (b) combination of the Services with data, materials, products or services not supplied by Friendbuy, (c) adaptation or modification of Services, (d) your failure to follow instructions provided by Friendbuy which would have cured the cause of action, (e) use of the Services other than as described in the Agreement, or (f) your continued use of a version of the Services other than the most recently released version.  If any of the subsections above apply, you will indemnify, defend and hold harmless the Covered Entities from and against any liabilities arising from such claims.

FRIENDBUY PROVIDES THE SERVICES, FRIENDBUY PLATFORM and FRIENDBUY WIDGET “AS IS” and “AS AVAILABLE.”  EXCEPT AS EXPLICITLY SET FORTH IN THE Agreement, THE COVERED ENTITIES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NONINFRINGEMENT, COURSE OF DEALING OR PERFORMANCE.  COMPANY IS RESPONSIBLE FOR BEING INFORMED OF APPLICABLE LAWS AND ENSURING THAT ITS USE OF THE SERVICES CONFORMS TO APPLICABLE LAWS.  FRIENDBUY MAY PROVIDE LINKS TO OTHER SITES AND SERVICES (COLLECTIVELY, "Other Sites") SUCH AS FACEBOOK, MIXPANEL AND OTHERS. FRIENDBUY DOES NOT CONTROL OTHER SITES and ACCESS AND USE OF OTHER SITES IS AT COMPANY’S OWN RISK.  THE COVERED ENTITIES SHALL HAVE NO LIABILITY FOR COMPANY’S USE OF THIRD PARTY INTEGRATIONS.  FRIENDBUY’S ACCOUNT CREDIT AS A SERVICE FEATURE IS NOT INTENDED TO CARRY ACCOUNT CREDITS AS A LIABILITY OR HOLD ANY CASH OR CASH EQUIVALENTS FOR COMPANY; COMPANY IS SOLELY RESPONSIBLE FOR ACCOUNTING FOR ACCOUNT CREDITS AND REDEEMING ACCOUNT CREDITS FOR END USERS ON COMPANY PROPERTIES.  FRIENDBUY SHALL HAVE NO LIABILITY FOR ANY ERRORS IN CALCULATION OR REDEMPTION RELATING TO ACCOUNT CREDITS.

THESE DISCLAIMERS OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Except with respect to liabilities arising out of section 3 (Legal compliance):
(a) neither party shall be liable to the other for punitive, incidental, indirect, special, reliance or consequential damages, including lost business, revenue or anticipated profits, regardless of the cause of action and whether or not the party was advised of the possibility of such loss or damages,
(b) except for INDEMNITY OBLIGATIONS AND Company’s obligation to pay the minimum fees for the then-current term and for services already provided, in no event will a party’s total cumulative liability under this Agreement exceed the amount paid or owed by Company under this Agreement for the twelve (12) months prior to the date that the cause of action arose, AND
(C) IN NO EVENT WILL FRIENDBUY’S TOTAL CUMULATIVE LIABILITY UNDER SECTION 16 (INDEMNITY) EXCEED $100,000 (ONE HUNDRED THOUSAND DOLLARS).  

These limitations of liability apply even if any remedy specified in this Agreement is found to have failed of its essential purpose.

We reserve the right to suspend or terminate your access to the Services and/or your account at any time for any or no reason. You may terminate this agreement upon 30 days notice in the event of an uncured material breach of these terms by Friendbuy. Either party may terminate the Service Order in accordance with the terms of such Service Order.   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.

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 legal@friendbuy.com. Emails to other addresses will not satisfy any notice requirement.

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.