FRND Privacy Policy

 

 

Privacy Policy

 

This Privacy Policy is incorporated by reference into the Undermountain End User License Agreement and Terms of Use (EULA).  The term “Undermountain,” “we,” and “us” includes Undermountain Labs, Inc. and our affiliates and subsidiaries.  The Privacy Policy explains how Undermountain may:

·      collect,

·      use, and

·      disclose

information we obtain through the “Service.”

The “Service” means the FRND mobile application (the “App”) and any website or online property under Undermountain’s control that references this EULA (the “Website”).  Any capitalized terms that are not defined in this Privacy Policy have the meaning set forth in the EULA & Terms of Use.

“Personal Information” can be used to readily identify, contact, or locate you.

Personal Information” means information that alone or when in combination with other information may be used to readily identify, contact, or locate you, such as: name, address, email address, or phone number.  We do not consider Personal Information to include information that has been anonymized so that it does not allow a third party to easily identify a specific individual.

The Service Collects Your Information

We collect Personal Information when you:

  • register to use the Service;
  • request to use the Service as a Practitioner;
  • log in with social networking credentials;
  • use the Service; and
  • communicate with us. 

We collect and store geo-location from the devices of Customers and Practitioners.

We also collect information, such as anonymous usage statistics, by using cookies, server logs, and other similar technology as you use the Service.

Registration and Account Information.  You may access the Website without creating an account, but you must register to use the Service as either a Customer or Practitioner.  All users must provide Personal Information to create an account, such as name, email address, password, and telephone number. 

Screening Practitioners.  To register as a Practitioner, you may need to provide other Personal Information, such as your address, birth date, resume, registered nurse’s license number, insurance information, driver’s license number, serology report, bank account information, and photograph.  We collect this Personal Information, such as drivers’ license number so that we can assess whether to permit a user to use the Service as a Practitioner.  For example, we request background check reports about individuals who register as Practitioners.  Our background check service providers will provide us with background check information about such individuals.  We will use such report information only for the purposes of assessing whether to permit an individual to use the Service as a Practitioner and to comply with applicable law.

Social Connect.  When you choose to connect your social media account to your Service profile, we collect Personal Information from that social media website.  For example, when you connect your Facebook account, we may collect the Personal Information you have made publicly available in Facebook, such as your name and profile picture.  We may also obtain other non-public information, such as email address, from the social network website with your permission.  

Using the Service.  We collect the information you provide through the Service as you use it.  For example, when you request a Consultation as a Customer you may need to provide an address for the Location of the Consultation.  If the Service permits review of Customers and Petitioners, the information in such reviews is collected.

Location Information from Customers’ Mobile Devices.  The App may use geo-location information from the devices used by Customers when the App is running on their devices.  We do not collect and store such information.

Making or Receiving Payments.  When you make payments through the Service, you may need to provide financial account information, such as your credit card number, to our third-party service providers.  We do not collect or store such information, though we may receive summary information about a transaction that does not include credit card or bank account numbers.  To receive payments from us, you will need to provide us with bank account information.

Customer Support.  We may collect Personal Information through your communications with our customer-support team. 

Automatic Data Collection and Related Technologies.  The Service collects and stores information that is generated automatically as you use it, including anonymous usage statistics and information about your device.  When we associate such information with Personal Information, we will treat the combination as Personal Information.

When you use the Service, we and our third-party partners, such as analytics providers, use tracking technologies to collect information about how the Service is used and about the devices used to access the Service.  Our partners also may collect information about your online activities over time and on other websites or apps.  When our third-party partners provide such features, they are governed by the privacy policies of the organizations providing them.  You may be able to change browser or app settings to block and delete these technologies when you access the Service.  However, if you do that, the Service may not work properly.

By using the Service, you are authorizing us to gather, parse, and retain data related to the provision of the Service.

How Undermountain Uses Your Information

We use Personal Information to:

  • facilitate and improve our services;
  • validate the information you provide; and
  • communicate with you.

We may use anonymized or aggregate information for any purpose, including for analytics and marketing purposes.

Internal and Service-Related Usage.  We use information, including Personal Information, for internal and service-related purposes and may provide it to third parties to allow us to facilitate the Service.  For example, we may use Personal Information for billing, payment, identification and authentication, Consultation facilitation, and fraud prevention purposes.  We may use and retain any data we collect to provide and improve any of our services.

Validate Your Telephone Number.  When you submit your telephone number to us, we may confirm the telephone number by sending you a text message.  You agree that we may send you this text message for account verification purposes.

Communications.  We may send email to the email address you provide to us, push notifications to your mobile device if they are enabled, and text messages with your consent.  Such communications will be for informational and operational purposes, such as account verification and management, notifying Practitioners of potential Consultations, notifying Customers of nearby Practitioners and the status of Consultation requests, providing customer service, or notifying users about system maintenance.

Marketing.  We may use information, including Personal Information, to provide advertising on the Service.  We may also send you email with personalized offers and information about products and services.

Aggregate Data.  We may anonymize or aggregate data collected through the Service and use it for any purpose.

UNDERMOUNTAIN May Disclose Your Information

We may share your Personal Information:

  • with our third-party vendors and service providers;
  • with other Users;
  • for marketing purposes;
  • to comply with legal obligations;
  • to protect and defend our rights and property; and
  • with your permission.

We may provide Personal Information about you with other people or nonaffiliated companies for their direct marketing purposes.

We Use Vendors and Service Providers.  We may share any information we receive with vendors and service providers retained in connection with the provision of the Service.  For example, we will provide Personal Information to background check service providers to obtain reports about individuals who apply to be Practitioners.  We will also provide Personal Information to payment processors as part of paying Practitioners, and may provide geo-location information to third-party map or navigation service providers.

Sharing with Practitioners.  The information, including Personal Information, Customers provide to the Service may be provided to Practitioners.  For example, a Practitioner may be able to see Personal Information about a Customer, such as a name, address, and any notes or other information communicated by the Customer to the Practitioner as part of the Consultation request.  Practitioners are required to keep such information confidential and may not use it or disclose it except for the purpose of performing a Consultation.  We are not responsible for the privacy practices of the other users who will view and use the information available on the Service.

Sharing with Customers.  The information, including Personal Information, Practitioners provide to the Service may be provided to Customers after Practitioners agree to provide a Consultation to Customers.  For example, a Customer will see a Practitioner’s name, photograph, licensure, and the content of any notes or other information communicated by the Practitioner to the Customer after the Practitioner accepts a request for a Consultation.  We are not responsible for the privacy practices of the other users who will view and use the information available on the Service.

Ratings.  Customers may be able to see ratings and reviews of Practitioners, and Practitioners may be able to see ratings and reviews of Customers.

Marketing.  We do not rent, sell, or share Personal Information about you with other people or nonaffiliated companies for their direct marketing purposes, unless we have your permission.  We also may allow access to other data collected by the Service to enable the delivery of online advertising on the Service or on other websites and apps, or otherwise facilitate sending emails with information from us or our partners that we think may be useful or relevant to you.

Legal and Similar Disclosures.  We may access, preserve, and disclose collected information, if we believe doing so is required or appropriate to: comply with law enforcement requests and legal process, such as a court order or subpoena; respond to your requests; or protect your, our, or others’ rights, property, or safety.  We may also disclose information as part of a dispute between Users and Delivery Providers.

Merger, Sale, or Other Asset Transfers.  If we are involved in a merger, acquisition, financing due diligence, reorganization, bankruptcy, receivership, sale of Undermountain assets, or transition of service to another provider, your information may be sold or transferred as part of such a transaction as permitted by law and/or contract.  We cannot control how such entities may use or disclose such information.

With Your Permission.  We may also disclose your Personal Information with your permission.

INFORMATION Security

We take steps to ensure that your information is treated securely and in accordance with this Privacy Policy.  Unfortunately, the Internet cannot be guaranteed to be 100% secure, and we cannot ensure or warrant the security of any information you provide to us.  We do not accept liability for unintentional disclosures.  We are not a “covered entity” or “business associate” with HIPAA requirements, and we are not required to comply with HIPAA or any of the associated rules and regulations.

By using the Service or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Service.  If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Service or sending an email to you.  You may have a legal right to receive this notice in writing.  To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please notify us at webmaster@frnd.io.

Children’s Privacy

We do not knowingly collect information from children under 13.  We will take steps to delete it if we learn we have collected it.

We do not knowingly collect, maintain, or use personal information from children under 13 years of age, and no part of the Service is directed to children under the age of 13.  If you learn that your child has provided us with personal information without your consent, you may alert us at webmaster@frnd.io.  If we learn that we have collected any personal information from children under 13, we will promptly take steps to delete such information and terminate the child’s account.

international users

By using the Service, you will transfer data to the United States.

If you are visiting from the European Union or other regions with laws governing data collection and use, please note that you are agreeing to the transfer of your information to the United States and processing globally.  By providing your information you consent to any transfer and processing in accordance with this Privacy Policy.

UPDATE YOUR INFORMATION OR POSE A QUESTION OR SUGGESTION

If you would like to update or correct any information that you have provided to us through your use of the Service or otherwise, or if you have suggestions for improving this Privacy Policy, please send an email to info@frnd.io. 

CHANGES TO OUR PRIVACY POLICY AND PRACTICES

We may revise this Privacy Policy, so review it periodically.

Posting of Revised Privacy Policy.  We will post any adjustments to the Privacy Policy on this web page, and the revised version will be effective when it is posted.  If you are concerned about how your information is used, bookmark this page and read this Privacy Policy periodically.

New Uses of Personal Information.  From time to time, we may desire to use Personal Information for uses not previously disclosed in our Privacy Policy.  If our practices change regarding previously collected Personal Information in a way that would be materially less restrictive than stated in the version of this Privacy Policy in effect at the time we collected the information, we will make reasonable efforts to provide notice and obtain consent to any such uses as may be required by law.

Contact Information

 

Undermountain Labs, Inc.

93 Leonard St, #5

New York, NY 10013

 

info@frnd.io

 

Effective Date: June 26, 2015

Last Updated Date: June 26, 2015


 

Terms of Use

FRND

Terms of Use

I.               Introduction and Eligibility

Welcome to FRND. Please read these Terms of Use carefully before using this mobile application (the “App”). As used in these Terms of Use, “FRND” includes UNDERMOUNTAIN LABS, INC. and all of its subsidiary and affiliated entities and companies.  FRND may be referred to in these Terms of Use as “we,” “us,” “our” and “ourselves.”  Users are also referred to herein as “you” and the like.

            These Terms of Use include our Privacy Policy, which is incorporated by reference into these Terms of Use.  We have included several annotations in boxes to help explain or emphasize key sections, which box content constitutes binding terms and provisions of this Terms of Use. 

This is an agreement between our users and us (i.e., a legally binding contract).  It may change as our business changes, and you agree you will review it and any updates regularly.  Your continued use of the App means you accept any changes.

Binding Agreement.  By installing, visiting, registering for, accessing, and/or otherwise using our App you accept, without limitation or qualification, the following Terms of Use together with our Privacy Policy, which together constitute an Agreement between you and FRND. If you do not agree to these Terms of Use, you must not access or use the App. You further agree to indemnify, defend and hold FRND and each of their managers, members, officers, directors, shareholders, employees and agents harmless, from and against all liabilities, losses, expenses, damages and costs (including attorneys’ fees), resulting from any violation by you of these Terms of Use.   You accept these Terms of Use each time you install and access the App.  If you are under 18 years of age, you represent and agree that you possess the legal consent of your parent or guardian to access and use the App. 

Revisions to Terms of Use.  We reserve the right, at our sole discretion, to change the terms and conditions of these Terms of Use from time to time, and your continuing use of our App constitutes your acceptance of and agreement to any changed terms and conditions.  We may revise these Terms of Use at any time by posting an updated version. You should visit this page periodically to review the most current Terms of Use, because you are bound by them.  Your continued use of the App after a change to these Terms of Use constitutes your binding acceptance of the updated Terms of Use. 

II.             The App

            The “App” means the FRND mobile application (the “App”) which includes any website or online property under FRNDS’s control.    

The App technology is licensed to independent licensed healthcare practitioners so they may connect directly with you.

            Independent Practitioners.  FRND is NOT a healthcare provider. All of the treating healthcare practitioners who license our technology to connect directly with you are independent professionals solely responsible for the services each provides to you. FRND does not practice medicine, nursing or any other licensed profession, and does not interfere with the practice of medicine or any other licensed profession by providers licensing our technology, each of whom is responsible for his or her services and compliance with the requirements applicable to his or her profession and license. Neither FRND nor any third parties who promote the App or provide you with a link or access to the App shall be liable for any professional advice you obtain from a treating practitioner.

We do not guarantee that the App will match Users with practitioners.

            No Guaranty of Availability or Service.  We are not responsible or liable for any failure, unavailability or inability of a licensee healthcare provider to be able to directly schedule with you via the App, which may because of the unavailability of a practitioner licensee in your geographic area or because of the time frame for or type of requested service. The licensed practitioners operate independently and reserve the sole right to refuse or decline to provide their services to any particular user.

Users may be required to agree to additional agreements provided by the practitioners before the practitioners will provide services.

             Agreement with Practitioners.  Users may be required to agree to additional agreements and forms provided by practitioners before they provide services to the Users.

            Consultation for Minors.  The App is intended only for adults.  However, adults may use the App to request services for a minor.  The adult User making the request must be present and available during the service.  The adult User may need to verify that he/she is the parent, guardian or other adult responsible for a minor before a practitioner will provide services.  The adult User is also responsible for paying any fees for using the App and for the services and assumes the obligations of these Terms of Use as they relate to the minor. 

Users and practitioners may terminate a service at any time. 

            Terminating a Scheduled Consultation.  Users and practitioners are in complete control over whether a service is completed.  A User may refuse to receive services from a practitioner and a practitioner may refuse to provide services to a User, even after agreeing to perform the service via the App, in either of their sole judgments.  The App is not intended to be used for any illegal purposes and FRND will cooperate fully with any law enforcement investigation.  practitioners may also choose not to perform a service when a User is unwilling to sign any necessary agreements.  As described below, cancellations made prior to a scheduled service may be subject to a Cancellation Fee.

Users are required to provide a safe and comfortable environment for practitioners.  practitioners may terminate a service when they do not feel safe or comfortable, and the User will be charged.

            Practitioners’ Safety and Comfort.  practitioners should feel safe and comfortable when providing services.  Therefore, Users are required to provide a safe and comfortable environment for practitioners.  If a User fails to provide a safe and comfortable environment or comply with reasonable requests by practitioners to make the environment safer or more comfortable and accommodating, the practitioner may terminate the Consultation and the User will be charged.

FRND and the App do not give medical or clinical advice.  Any information available on the App is for informational purposes only.

practitioners are not FRND employees or contracting service providers on behalf of FRND.

You assume full risk and responsibility for your use of information or any services obtained through the use of the App.

FRND Does Not Provide Medical or Clinical Advice.  FRND and the App do not give medical or clinical advice.  FRND is not a healthcare practitioner and is not a medical or nursing organization, hospital, healthcare provider, or employer or contracting provider of medical or clinical professionals or services.  The App may provide helpful information and functionality to assist you in clinical decision-making or to find and connect with a practitioner App technology licensee.  You assume full risk and responsibility for the use of information you obtain from or through the App.  practitioners, and not FRND, will be solely responsible for the services they independently provide either themselves or through their own owners, employees and/or agents.  In addition, we do not recommend or endorse the credentials, quality or qualifications of any practitioners or health-related products, items, or services. FRND is not responsible or liable for any referral or recommendation of a third party made by a practitioner.

Information on the App for Educational and Informational Purposes Only.  The App provides information, not medical, clinical, legal, or psychological advice, diagnoses, or treatment.  The App may provide helpful health-related information, but it is not intended to substitute for in-person professional advice, diagnoses, or treatment, or your judgment.  You acknowledge that all of the information and content on the App is provided “as is” for educational and informational purposes only.  You assume full risk and responsibility for the use of or reliance on information you obtain from or through the App.

WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SERVICES PROVIDED TO YOU THROUGH THE APP.

FRND is not required to, and does not, comply with HIPAA.

FRND Is Not Required to Comply with HIPAA.  FRND App technology is NOT licensed to, and FRND is NOT associated with, any “Covered Entity” as such term is defined in the Health Insurance Portability and Accountability Act (“HIPAA”).  Any information that you provide to us through the App will NOT be deemed in any way “protected health information,” and as such, FRND shall NOT be obligated to handle that information in the manner required by HIPAA. You acknowledge and agree that you will never assert against FRND any claims arising under HIPAA or privacy laws and regulations. You may read our Privacy Policy to understand how we collect, use, disclose, and protect information you post to the App. The terms “post” and “posting” as used in these Terms of Use shall mean the act of submitting, uploading, publishing, displaying, or similar action on the App.

You are not a patient of FRND.  The advice you receive from your health professional should trump any information you see on the App.

Contact 911 in case of any health emergency.

            No Patient Relationship. Your use of the App does not create a patient relationship with FRND.  You should consult with qualified health professionals who are familiar with your individual medical needs concerning your specific medical issues. 

            Never disregard professional advice or delay in seeking it because of information you read on the App.

            Medical Emergency.  If you think you may have a medical emergency, call your doctor or 911 immediately.  The App is not intended for emergency situations.

We evaluate licensing practitioners in a commercially reasonable manner to attempt to prohibit those we do not want to use the App to connect with you.  However, we are not responsible for the conduct of any practitioners who use the App technology, and provide no guaranty or assurance as to their background or experience.

We do not screen Users.

            Practitioner Screening.  We take steps, including performing background checks, to learn about individuals who apply to license and use the App as a practitioner.  We may accept or deny such individuals from using the App as a practitioner, in our sole judgment.  We are not responsible or liable for the conduct of any users of the App, including any services provided by practitioners.  Email us at info@frnd.io to notify of us of inappropriate or illegal conduct or content you encounter on the App.

WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE APP OR OF PRACTITIONERS, OR OF PRACTITIONER’S QUALIFICAITONS OR BACKGROUND.

When using the App or as part of service provision, you agree you will not cause nuisance, annoyance, inconvenience, or property damage to anyone.  In certain instances, we may require you to provide proof of identity to access or use the App, and you may be denied access or use of the App if you refuse to provide proof of identity.

Carefully consider what you post to the App and make available to other users and practitioners.  Another user or practitioner could use the information you post to the public areas of the App in a negative manner.

            Information Posted to the App Is Not Private.  These Terms of Use and the Privacy Policy apply to all user data in the App, including all posted by you and practitioners.  The information you post to the App, including your health-related information, may be accessed or viewed by other users, such as practitioners.  You agree that you will not post to the App any information that you would not want to be publicly available.  We urge you to carefully consider potential consequences of posting information on the App prior to posting it.

You must keep personal information you receive through the App confidential.

            Information about Others.  You promise to keep all information provided to you through the App, including personal information related to other users, as private and confidential and will not give such information to anyone without the permission of the person who provided it to you.

You agree that we may provide information about you with practitioners when you request or respond.

We Are Not Responsible for Other User’s Use of Information You Make Available through the App.  You agree that by submitting or accepting a request to a practitioner through the App, we may share the information in your request or acceptance with such practitioners. 

You may post only independent and accurate ratings and reviews.

            Rate and Review a User or Practitioner.  The App may allow Users and practitioners to rate and review their experience.  Ratings and reviews must be independent, accurate, and reflect the User’s and practitioner’s direct experiences with the subject of the rating or review.  You are responsible and may be held liable for any untrue statements you post in such reviews.  You are not entitled to any compensation or consideration for any ratings or reviews, which become our sole property and will be maintained indefinitely in our discretion.

            Maps.  We may display locations of Users and practitioners on a map.  Maps provided on the App that are provided by Google are subject to the Google Maps terms and conditions located at: http://www.google.com/intl/en_us/help/terms_maps.html.  

III.           Purchases and Subscriptions

Users are required to pay fees as then-required by the App.

            Fees. The App will provide mechanisms for direct payment to practitioners and, as applicable, to us. You authorize FRND to initiate payment with our payment processors.

Fees are non-refundable, subject to our and the practitioner’s absolute discretion.      

Certain cancellations are subject to a Cancellation Fee.  In certain situations, Users will be required to pay even when it does not occur.

            Cancellations.  A User may cancel with the practitioner via our App more than 24 hours before its scheduled start time without penalty.  For same-day requests, Users may cancel within 5 minutes of the request submission without penalty.  Otherwise, a User will be required to pay a cancellation charge (“Cancellation Fee”) for any cancellations, as then in effect.  The Cancellation Fee shall not exceed the total Fee that would have been charged.  A User that is not at the location at the scheduled start time will be charged the full price by the practitioner.  If a practitioner does not arrive at the location to provide services within a reasonable time of the planned time, the User will not be charged unless the practitioner subsequently provides the requested services. 

All payments are final.

            Refund Policy.  All payments to us and to practitioners and Cancellation Fees are final.  FRND and practitioners will not be required to refund any such fees.  You may contact us at billing@frnd.io to dispute a charge.

 We use third-party payment processors.  You agree to pay any fees associated with such payment processing. 

We do not guarantee any particular form of payment will be available to make a payment.

            Third-Party Payment Processors.  FRND currently uses third-party payment processors for electronic commerce.  Our payment processors and the payment methods they accept may change without notice.  Our payment processors accept payments through methods detailed on the applicable payment screen, which may include various credit cards.  By using such third-party payment processors, you agree to their terms and conditions of use.  Such third parties may charge fees to process payments.  We may pay certain fees at our sole discretion.  FRND disclaims all liability with regards to any fees or problems you have with third-party payment processors.

            Availability of Certain Forms of Payment.  FRND makes no representations or warranties about the continued availability of any particular form of payment method made available for use with the App. 

            Pre-Authorization.  When you provide a credit card number to pay for a subscription on the App, we, through our third-party payment processor, may seek pre-authorization of your credit card account prior to a purchase.  This pre-authorization will verify the credit card is valid and/or has the necessary funds or credit available to cover your required payment.  These pre-authorizations will reduce your available balance by the authorization amount until it is released or reconciled with the actual charge.  Please contact your card issuer if you have additional questions regarding when an authorization amount will be removed from your statement. 

You are responsible for any taxes or fees.  All transactions are in U.S. dollars.

Taxes and Fees.  You are responsible for determining and paying the appropriate government taxes, fees, and App charges resulting from a transaction occurring via the App.  We are not responsible for collecting, reporting, paying, or remitting to you any such taxes, fees, or App charges.

Third Party Fees.  All third party fees (such as data usage fees charged by your internet or mobileApp provider) and compliance with any applicable third party terms (such as your internet App provider’s terms of services) are your responsibility.

U.S. Dollars.  All transactions through the App are in U.S. dollars.

IV.           Eligibility to Use the App

Children.  No part of the App is directed to persons under the age of 13.  IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS The App AT ANY TIME OR IN ANY MANNER.

Agent of a Company, Entity, or Organization.  If you are using the App on behalf of a company, entity, or organization (collectively “Organization”), then you represent and warrant that you:

1.     are an authorized representative of that Organization;

2.     have the authority to bind that Organization to these Terms of Use and to cause all users within such Organization to comply herewith; and

3.     agree to be bound by these Terms of Use on behalf of that Organization and each such user.

V.             Your Account

You are responsible for your log-in credentials and for keeping your information accurate and private.

You are responsible for any activity resulting from the use of your log-in credentials on the App.

You represent and warrant that the information you provide to FRND upon registering with and usage of the App and at all other times will be true, accurate, current, and complete.

Your Log-In Credentials.  To use the App, you will have log-in information, including a username and password.  Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party.  As you will be responsible for all activity that occurs under your access credentials, you agree to use reasonable efforts to prevent unauthorized access to or use of the App and to preserve the confidentiality of your username and password, and any device that you use to access the App.  WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY UNAUTHORIZED ACCESS OR USE OF YOUR LOG-IN CREDENTIALS OR ACCOUNT.

You agree to notify us immediately of any breach in secrecy of your log-in information.  If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify FRND by e-mail to webmaster@frnd.io.  You will be solely responsible for the losses incurred by FRND and others due to any unauthorized use or access of your account.

VI.           Communications

FRND may communicate with you by email, telephone, push notifications, or posting notices on the App. 

            You agree to receive email, telephone calls, text messages, and push notifications from us at the contact information you provided to us and using the App installed on your mobile device for App-related purposes (e.g., notifying you about services, information on new products or features).  If you call us by telephone, we may record the telephone call for quality and training purposes.

            Text Messages.  By providing us with your mobile telephone number and requesting that we communicate information to you by text message, you consent to receive text messages at that number as requested for account verification and other administrative purposes.  While we do not charge a fee for text messages, your carrier may charge standard messaging, data, and other fees.  You are responsible for these charges.  We may send and receive text messages through cellular telephone operators or other networks, and the level of reliability may vary.  We are not responsible for the timeliness or final delivery of the message, as this is out of our control and is the responsibility of the cellular telephone operator or other networks.

Electronic Notices.  By using the App or providing personal information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the App.  If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the App or sending an email or text to you.  You may have a legal right to receive this notice in writing.  To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at webmaster@frnd.io.

VII.         FRND’s Content Ownership and Use

FRND owns or has rights to all of the content and software we make available through the App, but you may use it as you use the App.  You may not use our logo without our written permission.

The contents of the App include:  designs, text, graphics, images, video, information, logos, button icons, software, programming, source code, audio files, computer code, and other FRND content regardless of form (i.e., whether video, paper, electronic or otherwise), whether tangible or intangible, or whether existing now or in the future (collectively, “FRND Content”).  All FRND Content and the compilation (meaning the collection, arrangement, layout and assembly) of all FRND Content are the property of FRND or its licensors and are protected under copyright, trademark, and other laws.

License to You.  The App is licensed, not sold, to you.  Subject to your complete and ongoing compliance with these Terms of Use, we authorize you, subject to these Terms of Use, to access and use the App and the FRND Content solely for your limited, personal use only, at our discretion.  Any other use is expressly prohibited.  This license is non-transferable and revocable at any time without notice and with or without cause.  Unauthorized use of the FRND Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited.  You must preserve all copyright, trademarks, and other proprietary notices contained in the original FRND Content on any copy you make of the FRND Content.  NTC retains all right, title and interest in and to all NTC Content.

FRND Marks.  “FRND,” the FRND logo, and other FRND logos and product and App names are or may be trademarks of FRND (the “FRND Marks”). Without our prior written permission, and except as solely enabled by any link or code as provided by us, you agree not to display or use the FRND Marks in any manner.

VIII.       User Posted Content

You, or the people who allow you to use their content, own all of the content you post using the App, though we obtain concurrent ownership of all information and data you post.  We may, without limitation, use it for any purpose, including in our marketing materials, data aggregation, statistical reporting and otherwise.  We may also modify your content to make it work better. 

It is important that you have permission to use other people’s content or they may be able to sue you for violating their legal rights. By posting content and submitting information to and via the App, you represent and warrant that you hold all right, title and interest in and to such content as its sole creator or as a work owned by you, or otherwise have the right to publish it in such manner.

Ownership.  The App may provide you with the ability to create, post, or share content (“Your User Content” or “User Content”).  You or a third-party licensor, as appropriate and applicable, retain all copyright, patent, and trademark rights to any of the content you post on or through the App, though we thereby obtain independent ownership or license pursuant to the below to use, derive works from and exploit same for our own purposes, without compensation or consideration, subject, however, to the rights of third parties therein.  You are responsible for protecting those rights of third parties and not posting third party content in violation of their rights. Our right to continue to use Your User Content after de-installation of the App does NOT include your personal identifying information to the extent it can be used to identify who you are or locate you, though we may maintain same in our records for business recordkeeping purposes or for re-registering you with our App.

FRND’s Use of Posted Content on the App.  By creating, posting, or sharing Your User Content on or through the App, and subject to FRND’s Privacy Policy, to the extent we cannot assert ownership over same as limited by law or regulation, you grant FRND a perpetual, irrevocable, world-wide, non-exclusive, sub-licensable, royalty-free, fully paid up, transferable license and right to reproduce, distribute, publicly display, publicly perform, create derivative works of, and otherwise use, modify, and exploit Your User Content for any purpose without compensation to you, including for the purpose of promoting FRND and its Apps.  You waive any rights you may have regarding Your User Content being altered or manipulated in any way that may be objectionable to you, including all approval and moral rights.  This ownership or license will continue even after you stop using the App.  You also hereby grant each user and licensee of the App a non-exclusive license to access Your User Content through the App to the extent maintained on publicly available pages or to the extent used to communicate with practitioners.  FRND reserves the right to refuse to accept, post, display, or transmit any User Content in its sole discretion.  At any time, any and all data relating to your account may be irretrievably deleted by FRND, except to the extent that we are obliged or permitted to retain the data for a certain period of time in accordance with applicable laws and regulations or to protect our legitimate business interests or as otherwise permitted herein.

Waiver.  By posting Your User Content to or through the App you waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with Your User Content, or any portion thereof.  To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any of Your User Content you post to or through the App.  You expressly release FRND and FRND’s owners, agents, partners, subsidiaries, affiliates, licensees, successors, and assigns from any and all claims, demands, liabilities, or causes of action, whether now known or unknown, for defamation, copyright infringement, violation of moral rights, and invasion of the rights to privacy, publicity, or personality or any similar matter, or based upon or relating to the posting or use of Your User Content as authorized in these Terms of Use.

You Acquire No Ownership of Others’ Content.  You understand and agree that you will not obtain, as a result of your use of the App, any right, title, or interest in or to any such content delivered via the App or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content.

You Must Have Rights to the Content You Post.  You represent and warrant that: (i) you own the content posted by you on or through the App or otherwise have the right to grant the license set forth in these Terms of Use, (ii) the posting and use of Your User Content on or through the App does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the posting of Your User Content on the App does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of content you post on or through the App.  You also acknowledge and agree that Your User Content is non-confidential and non-proprietary.

The App contains content from users and other FRND licensors.  Except as provided within these Terms of Use, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell, derive works from or exploit in any manner any content appearing on or through the App.

IX.           Copyright Policy

Tell us if you think a user has violated your copyright using the App, or if you think someone incorrectly reported that you violated his or her copyright.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the App infringe your copyright, you (or your agent) may send us a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked.  The notice must identify the potentially infringing material with particularity, including a screenshot or link to such material where possible and/or other information reasonably sufficient to permit us to locate and identify the material.

We may terminate the accounts and/or prevent content posting of users who repeatedly infringe copyright holders’ copyrights, and may remove any content without noticeA “repeat infringer” is a user who, on more than two occasions, has been determined by final order of a United States court to have infringed the copyright rights of a third party by providing infringing content through the App.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. 

Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details.  Notices and counter-notices with respect to the App should be sent to Attn: Copyright Agent 93 Leonard St, #5, New York, NY 10013 or info@frnd.io.  Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.

X.             Suggestions and Submissions

We appreciate your comments, but if you send us creative ideas, we can use them without compensating you.

We appreciate hearing from our users and welcome your comments regarding the App.  Please be advised, however, that if you send us creative ideas, suggestions, inventions, or materials (“creative ideas”), we shall:

1.     own, exclusively, all now known or later discovered rights arising or derived from the creative ideas;

2.     not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and 

3.     be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation or other consideration to you or any other person.

We may own and exploit same in any manner, and you waive all rights therein.

XI.           User Content Disclaimers, Limitations, and Prohibitions

You are responsible for your actions when using and relying on the App or content available on the App.

We do not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by users.  You accept that any reliance on material posted by other users or third-party App providers will be at your own risk.  By using the App you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.

You are solely responsible for Your User Content on the App.  FRND does not endorse any, nor is it responsible for, User Content on the App.  You assume all risks associated with Your User Content, including anyone’s reliance on its quality, accuracy, or reliability.  You may expose yourself to liability if, for example, Your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation. 

 

Do not engage in activities related to the App that are harmful or illegal.

You agree to use the App only for its intended purpose and in an authorized manner.  You must use the App in compliance with all privacy, data protection, intellectual property, and other applicable laws.  Without limitation, the following uses of the App are prohibited.  You may not:

1.     attempt to interfere with, harm, reverse engineer, decompile, disable, steal from, or gain unauthorized access to the App, user accounts, or the technology and equipment supporting the App;

2.     frame or link to the App without permission;

3.     use data mining, robots, or other data gathering devices on or through the App, unless specifically allowed by these Terms of Use;

4.     post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;

5.     pose as a licensed practitioner while using the App when you are not a licensed practitioner;

6.     disclose personal information about another person without his/her consent or harass, abuse, or post objectionable material;

7.     sell, transfer, sublicense, or assign any of your rights to use the App to a third party without our express written consent;

8.     post advertising or marketing links or content, except as specifically allowed by these Terms of Use;

9.     use or access the App if you are (or are engaged by) a competitor of FRND, except with our prior written consent, which we may withhold in our sole discretion and without explanation;

10.  use or access the App for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;

11.  use the App in an illegal way or to commit an illegal act in relation to the App or that otherwise results in fines, penalties, and other liability to FRND or others; or

12.  access the App from a jurisdiction where it is illegal or unauthorized.

XII.         Consequences of Violating these Terms of Use

If you do not act acceptably, we may prohibit your use of the App.

Without limiting any other remedies available to us at law and in equity which are cumulative and not alternative, we reserve the right to suspend or terminate your account and prevent access to the App for any reason, at our discretion.  We reserve the right to refuse to provide the App to you in the future.

FRND may review and remove any User Content at any time for any reason, including for activity which, in its sole judgment: violates these Terms of Use; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the App.

You are responsible for and will indemnify and hold us harmless from and against any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms of Use and your use of the App. All indemnification obligations in these Terms of Use survive termination of your account.

XIII.       FRND’s Liability

We are not liable for the actions of users when they use the App.  We may also change the App at any time and are not liable for how this may affect you.  We do not guarantee the quality or accuracy of any content you view using the App or other websites.

Changes to the App.  We may change, suspend, or discontinue any aspect of the App at any time, including hours of operation or availability of the App or any feature, without notice or liability.

User Disputes.  We are not responsible for any disputes or disagreements between you and any third party you interact with using the App, including practitioners providing services hereunder.  You assume all risk associated with dealing with such practitioners and third parties.  You agree to resolve disputes directly with the other party.  You waive and release FRND from all claims, demands, and damages in disputes among users of the App.  You also agree not to involve us in such disputes.  Use caution and common sense when using the App.     

Content Accuracy.  We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the App.  Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party App provider or the quality or nature of third-party products or Apps obtained through the App. We further make no representations or warranties about maintaining the integrity of data, content and information you post via the App.  Use the App at your own risk. 

Third-Party Websites and Applications.  The App may include links to third party websites and applications.  You are responsible for evaluating whether you want to access or use them.  We are not responsible for and do not endorse any features, content, advertising, products, services or other materials on other websites or applications.  You assume all risk and we disclaim all liability arising from your use of them.

Third-Party Functionality.  The App may allow you to use third-party content and functionality.  You use such content or functionality subject to such third parties’ terms and conditions.

We make no promises and disclaim all liability of specific results from the use of the App.

Released Parties Defined.  “Released Parties” include FRND and its affiliates and their respective owners, officers, employees, agents, partners, and licensors.

A.   DISCLAIMER OF WARRANTIES

You use the App at your own risk.  We make no warranties or guarantees.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE App AND ANY SERVICES OR PRODUCTS  OR OTHER ITEMS AND INFORMATION MADE AVAILABLE ON OR THROUGH THE App IS AT YOUR SOLE RISK, AND THE App AND ANY SUCH SERVICES, PRODUCTS, ITEMS AND INFORMATION AVAILABLE ON OR THROUGH THE App ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS, SERVICES, INFORMATION OR ITEMS OFFERED BY THE RELEASED PARTIES OR THIRD PARTIES ON OR THROUGH THE App, IMPLIED OR EXPRESS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE App OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER ITEMS MADE AVAILABLE ON OR THROUGH THE App WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (ii) THE App WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE App WILL BE ACCURATE OR RELIABLE, AND (iv) ANY ERRORS IN THE App WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE App IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

B.    LIMITATION OF LIABILITY AND INDEMNIFICATION

We are not liable for anything that happens to you involving the App.  If you use the App in a way that causes us to be included in litigation, you agree to pay all legal fees and costs for Released Parties, including those incurred in the proceeding, leading up to the proceeding and for collection on any judgment.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES (EVEN IF RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE App OR ANY PRODUCTS, SERVICES,  INFORMATION OR OTHER ITEMS MADE AVAILABLE ON OR THROUGH THE App; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE App; (iii) UNAUTHORIZED ACCESS TO, CORRUPTION OF, interference WITH, OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE App; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US OR BY A THIRD PARTY; OR (vi) ANY OTHER MATTER RELATING TO THE App.  We will not be liable for any delay or failure to perform any of our obligations under these Terms of Use by reasons, events or other matters.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

THE RELEASED PARTIES ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF OUR APP OR ANY PRACTITIONER AND THE RELEASED PARTIES ARE NOT LIABLE FOR ANY LOSS, CLAIM, INJURY, OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE APPS.  BY USING THE APP YOU THEREBY RELEASE THE RELEASED PARTIES FROM ANY LIABILITY RELATED TO ANY USE OF OUR APP OR THE CONDUCT OR MISCONDUCT OF A USER OR PRACTITIONER.

TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ COLLECTIVE MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE App OR YOUR USE OF CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

WITHOUT LIMITATION OF THE FOREGOING, IN NO EVENT WILL THE RELEASED PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE APP, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, PROPERTY DAMAGE, OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THIS APP OR PERSONS YOU MEET THROUGH THE APP INCLUDING PRACTITIONERS. YOU ASSUME SOLE RISK OF SAME.  YOU WILL TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE APP.  YOU ASSUME ALL RISK WHEN ENGAGING THE SERVICES OF ANY OTHER USER AND PRACTITIONERS AND IN CONNECTION WITH USING THE APP, INCLUDING BUT NOT LIMITED TO ANY RISKS ASSOCIATED WITH PRACTITIONER SERVICES AND CONDUCT.  YOU WILL NOT HOLD THE RELEASED PARTIES LIABLE FOR ANY SERVICES, PRODUCTS, INFORMATION OR OTHER ITEMS DELIVERED WHICH ORIGINATED THROUGH OR VIA THE APP AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, SUITS, CLAIMS, OR CONTROVERSIES THAT ARISE OR ARE RELATED IN ANY WAY TO THE APP, THE INFORMATION PROVIDED THROUGH THE APP AND THE APPS PROVIDED BY OR TO ANY USER OF THE APP.  FRND DOES NOT MAKE ANY GUARANTEES AS TO INSURANCE POLICIES HELD BY PRACTITIONERS.

You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your access or use of the App, including, but not limited to, (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any FRND Content, (iii) your breach of these Terms of Use, or (iv) if you are a practitioner, any damages arising from services rendered by you, including any personal injury, property damage, or death.  We shall provide notice to you promptly of any such claim, suit, or proceeding.

XIV.       General Terms

These Terms of Use constitute the entire agreement between you and FRND concerning your use of the App.  No joint venture, partnership, employment, or agency relationship exists between you and FRND as a result of these Terms of Use or use of the App.  Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.  Except as otherwise stated in these Terms of Use, if any provision of these Terms of Use is found by a court of competent jurisdiction or arbitrator to be invalid or exceed the scope of lawful authority, the parties nevertheless agree that the court or arbitrator shall endeavor to give effect to the parties’ intentions as reflected in the provision to the maximum extent available in the jurisdiction in which enforcement is available, and the other provisions of these Terms of Use remain in full force and effect. The section titles and annotations in these Terms of Use and Privacy Policy are for convenience only and have no legal or contractual effect.  The word “including” means “including without limitation.”

XV.         Dispute Resolution

(a)          Mandatory Arbitration.  Please read this carefully.  It affects your rights. YOU AND FRND AND EACH OF OUR RESPECTIVE CORPORATE PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF THE APP.  Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts.  Please visit www.adr.org for more information about arbitration. No arbitration is required for equitable relief.

(b)         Commencing Arbitration.  A party seeking arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to FRND, to you via any other method available to FRND, including via email.  The Notice to FRND should be addressed to legal@frnd.io, Attn: Chief Executive Officer (the “Address”).  The Notice must (A) describe the nature and basis of the claim or dispute; and (B) set forth the specific relief sought (the “Demand”). If the claim is not resolved within 30 days after the Notice is received, then you or FRND may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THIS AGREEMENT.  The Rules and AAA forms are available at www.adr.org.  If you are required to pay a filing fee to commence arbitration against FRND, FRND will promptly reimburse you for your confirmed payment of the filing fee upon FRND’s receipt of Notice at the Address that you have commenced arbitration along with a receipt for the filing fee, unless your Demand is equal to or greater than $1,000 or was filed in bad faith.

(c)          Arbitration Proceeding. The arbitration will be in English. A single independent and impartial arbitrator with his or her primary place of business in New York County, New York will be appointed pursuant to the Rules, as modified herein.  The following rules will apply: (A) the arbitration will be conducted by telephone, online, or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (B) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (C) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(d)         No Class Actions.  YOU AND FRND MAY BRING CLAIMS (INCLUDING ACTIONS IN EQUITY) AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  FURTHER, THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THIS ENTIRE MANDATORY ARBITRATION SECTION WILL BE NULL AND VOID.

(e)          Decision of the Arbitrator.  Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed.  The arbitrator may extend this deadline by 30 days in the interests of justice.  Arbitration proceedings will be closed to the public and confidential and all related records will be permanently sealed, except as necessary to obtain court confirmation of the award.  The award will be in writing and will include a statement setting forth the reasons for the claim’s disposition.  The arbitrator will apply New York state law during the arbitration. These terms and your use of the App evidence a transaction involving interstate commerce.  The United States Federal Arbitration Act will govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in these Terms of Use.

(f)          Equitable Relief. The foregoing provisions of this section do not apply to any claim in which FRND seeks equitable relief of any kind, which are cumulative and not exclusive ofother rights and remedies at law and in equity. You acknowledge that, in the event of a breach of these Terms of Use by FRND or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against FRND, and your only remedy will be for monetary damages, subject to the limitations of liability set forth above.

(g)          Claims.  Notwithstanding any other rights you or FRND may have under law or equity, any cause of action arising out of or related to these Terms of Use or the App, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, the cause of action is permanently barred.

(h)         Improperly Filed Claims. All claims you bring against FRND must be resolved in accordance with this section.  All claims filed or brought contrary to this section will be considered improperly filed.  Should you file a claim contrary to this section, FRND may recover attorneys’ fees and costs up to $5,000, provided that FRND has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

(i)           Modifications.  If FRND changes the Mandatory Arbitration provision (other than a change to FRND’s Address), then you may reject any the change by sending us written notice to FRND’s Address within 30 days of the change, in which case your Account and your right to use the App will terminate immediately, and this section, as in effect immediately prior to the amendments you reject, will survive termination of these Terms of Use.

(j)           Enforceability. If the arbitration provisions of this section or the entirety of this section (excluding this part (j)) is found to be unenforceable, then the entirety of this section will be null and void (excluding this part (j)) and, in which case, the exclusive jurisdiction and venue of New York county in the state of New York will govern any action arising out of or related to these Terms of Use. Any other provisions of these Terms of Use which are invalid in their entirety are severable.

XVI.       Governing Law; Choice of Forum.

The laws of the State of New York, excluding its conflicts of law rules, govern these Terms of Use and your use of the App. Your use of the App may also be subject to other local, state, national, or international laws; provided, however, that the United Nations Convention on Contracts for the International Sale of Goods will not apply to any provision of these Terms of Use. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, it will be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York and you hereby irrevocably submit to personal jurisdiction, and waive any defense of inconvenient forum.

NOTICE REGARDING APPLE. You acknowledge that the Terms of Use is between you and FRND only, not with Apple, and Apple is not responsible for the App or the content thereof.  Apple has no obligation whatsoever to furnish any maintenance and support Apps with respect to the App.  In the event of any failure of the App to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law.  Apple has no other warranty obligation whatsoever with respect to the App.  Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.  Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights.  You agree to comply with any applicable third party terms, when using the App.  Apple, and Apple’s subsidiaries, are third party beneficiaries of the Terms of Use, and upon your acceptance of the Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA against you as a third party beneficiary of the Terms of Use.  You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.  If FRND provides a translation of the English language version of the Terms of Use, then the translation is provided solely for convenience, and the English version will prevail.

Contact Information

 

UNDERMOUNTAIN LABS, INC.

93 Leonard St, #5

New York, NY 10013

info@frnd.io

 

Effective Date: December 9, 2015

Last Updated Date: December 9, 2015