Phrendly Terms of Service for USERS & MEMBERS.


IMPORTANT: By directing your browser to this website, downloading our app, or otherwise accessing the pages on the Phrendly website or app, you accept and agree to these Terms of Service. You manifest your agreement to these Terms of Service by any act demonstrating your assent, including without limitation by clicking any button containing the words "Enter" or "I agree." If you do not agree to be bound by these Terms of Service and the other agreements/policies posted on our website and/or app (whichever you are using), you must exit this website immediately/remove our app, you may not enter our site or app, and you may not use our website, app or services, or any portion thereof.

This is a legal agreement between you and Platphorm, LLC d.b.a. Phrendly. For the purposes of these Terms of Service, the terms "Platphorm," "Phrendly," "we," "us" or "our" refer to Platphorm, LLC, a Delaware limited liability company, as well as our affiliates, subsidiaries, parent companies, managers, officers, directors, shareholders, members, owners, employees and agents. The term "you" or "your" refers to you, the individual that is entering and/or accessing, for any purpose, the Phrendly.com website or Phrendly mobile app, whether as a visitor/user to the public area of the website/app or whether as a Member (defined below) to the non-public offerings of the website/app. To make it easier, we will refer to the Phrendly.com website and the Phrendly mobile app, and any content therein provided by Phrendly, collectively, individually and interchangeably as the "Site." We will refer to any interaction between Members including without limitation chats (any text or visual interaction you send from your Member account to another Member), gifts, video calls and phone calls between Members as "Services."

The policies, terms, and conditions below limit our liability and obligations to you and allow us to change, suspend or terminate access to and use of our Site and/or our Services. The Privacy Policy, Code of Conduct, Content Policy, and GIF and Profile Policy, also posted on our Site provide additional terms and information. These Terms of Service, along with the above listed policies, collectively make up the "Phrendly User Agreement" which governs your access to and use of our products and services. You may not access our Site or use our Services if you do not consent to the Phrendly User Agreement. You understand and agree that the Phrendly User Agreement is intended to be governed by the Electronic Signatures in Global and National Commerce Act (the "E-Sign Act").

Even though we do not sell your information, you agree that we can share your information with third party service providers (e.g. credit card processors, companies that provide analytic information, etc.) as necessary for our operations and the provision of the Site and Services.

WARNING: By accessing this Site or using our Services, you represent and warrant that you are at least 18 or 21 years of age (depending on the definition of majority in your jurisdiction). You assert that you have the legal capacity to right, authority and capacity to enter into the Phrendly User Agreement and abide by all of the terms of these Terms of Service. If you are not of the age of majority in your jurisdiction, you must immediately exit the Site and may not use any of the Services provided through this Site.

If you are of the age of majority, you may access our Site as a visitor/user or as a Member. If we accept your Sign-up Form, you will become a "Member" and will have additional access to the Site and related Services pursuant to the Phrendly User Agreement. Member profiles may be either public or private. Members with public profiles may solicit or receive Services from Members through our Site. Members with private profiles may only solicit Services from other Members. In addition, where otherwise permitted pursuant to the Phrendly User Agreement, Members may sell or provide to other Members written text, digital photographs, and other digital content. Members assume all risk in disseminating and/or receiving such content.

By directing your browser or mobile device to the Site, using the Site or Services, or otherwise engaging in any of the Services we offer, you accept and agree to these Terms of Service and the Phrendly User Agreement. Your use of the Site and/or Services demonstrates your acknowledgement that you have read, understand and agree to each of the following provisions.

1. Future Modification of the Phrendly User Agreement.

We may modify the Phrendly User Agreement, or any part thereof, or suspend or terminate your use of the Site, at any time with or without notice to you. If any modification to the Phrendly User Agreement is not acceptable to you, your only recourse is to cease using the Site and Services. This includes, but is not limited to, changes to commission and connection fees. By continuing to use the Site or any Services following our posting of new Terms of Service or other policies on the Site, you accept and agree to be bound by the new Phrendly User Agreement. YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR RESPONSIBILITY TO PERIODICALLY REVIEW THE PHRENDLY USER AGREEMENT. YOUR CONTINUED ACCESS TO/USE OF A SITE AND/OR ANY SERVICES AFTER SUCH MODIFICATION WILL CONSTITUTE ACKNOWLEDGMENT AND ACCEPTANCE OF THE MODIFIED TERMS. Likewise, Phrendly reserves the right in its sole discretion to modify or discontinue the Site, and limit or remove access to certain Members or Services, at any time and for any reason or no reason, with or without notice.

2. You Must be 18+/Age of Majority.

By using the Site and/or Services, you represent and warrant that you are at least eighteen (18) years of age, or the age of majority in your jurisdiction if your jurisdiction requires that you be older than 18. By using the Site, you state that you have the right, authority, and capacity to enter into the Phrendly User Agreement and to abide by all the provisions of the Phrendly User Agreement. If you are not of the age of majority in your jurisdiction, you must exit this Site immediately and may not use or access the Site or Services, or record, screenshot, screengrab, screen record, or reproduce any content offered within it.

You may be asked to verify your birth date on an age verification form. Depending on your jurisdiction, you may be asked to provide other proof of age or other identifying criteria, to us or to a third-party or authority, on the age verification form or other age-verifying platform/process as required by your jurisdiction, as a condition of entry onto the Site. You agree not to bypass any security and/or access feature on any of the Sites. The use of a VPN is generally allowed but not to bypass your jurisdiction's laws or otherwise violate any law. Additionally, we do not assume any responsibility or liability for any misrepresentations regarding your assertion that you are of the age of majority in your jurisdiction. By using the Site or Services, you further agree to indemnify us fully and unconditionally, including but not limited to any attorney fees and costs incurred by us, in connection with your misrepresentation of your age.

You understand that the Services, and certain content presented on and through the Site, are or may be adult services and you must have a legal right to access adult material to use the Site and/or participate in Services. You understand and agree that you are voluntarily choosing to use the Site and/or Services for your own personal and private enjoyment. You represent that you are not prohibited by any laws or court orders from accessing the Site or Services. You further represent that you are not required to register as a sex offender with any government entity.

We do not conduct criminal background checks on or screenings of our users or Members but reserve the right to conduct any criminal background check or screening as we or any government authority deems appropriate at any time, with or without notice. You shall not use the Services or any other portion of the Site in any manner which is illegal under the law applying to you, nor shall you request, offer, sell, trade, agree to, or engage in any activity involving or simulating child pornography, bestiality, necrophilia, child molestation, rape, urination, defecation, public sex acts, or any other obscene sex acts, human trafficking or unlawful prostitution or human trafficking. If you use the Site outside of the United States, you are also responsible for complying with the laws and regulations of the territory from which you access or use the Site and/or Services.

You shall not use the Site or become a Member if you are located or reside in a country (i) in which use or participation is prohibited by law, decree, regulation, treaty or administrative act or (ii) which is prohibited from entering into trade relations with the United States or its citizens. Such countries include, without limitation, Belarus, Myanmar (Burma), Cuba, Iran, Iraq, Russia, North Korea, Sudan, and Syria. In addition, Phrendly does not allow organizations, businesses, or individuals on the Specially Designated Nationals list (SDN) to use the Site.

WE RESERVE THE RIGHT to remove your access to the Site and our Services at any time and for any reason, including but not limited to the implementation of state, federal, or other legal ban(s) or law(s) affecting your jurisdiction's access to sexually explicit content, with or without prior or contemporaneous notice to you.

3. No Child Pornography, Prostitution, Human Trafficking, Non-Consensual Content or In-Person Meetings Permitted or Tolerated.

You understand that all Members and other individuals otherwise affiliated with the Site and Services are at least eighteen (18) years of age. If you identify during any Services any images, real or simulated, depicting minors engaged in sexual activity, or any other form of illegal pornography or acts, please report the material to us immediately by either emailing us at support@Phrendly.com. Include with your report any appropriate evidence, including the name of the Member, URL, and date and time of identification. All reports will be promptly investigated and the appropriate action will be taken. We enthusiastically cooperate with all applicable law-enforcement agencies investigating the use and/or dissemination of child pornography and other forms of illegal pornography. If you suspect other outside websites are participating in unlawful activities involving minors, please report them to www.asacp.org.

The Site uses moderators and digital procedures (including but not limited to AI) to eliminate opportunities to engage in prostitution or solicitation of prostitution activities. Further, should we notice, or suspect, any such activity, we will inform local and/or federal policing agencies and cooperate with them in the prosecution of such individuals. Members should not attempt to meet with other Members in person for any reason whatsoever. Further, Members must report any other Member that contacts them for any illegal activity which includes, but is not limited to, solicitation for prostitution.

We also forbid the Site or Services being used in sex trafficking and trafficking of humans. We utilize third party content moderation technology in addition to human moderation to actively review and monitor content and information exchanged by Members through the Services, including text, audio, images and videos, in our bid to help eliminate cases of trafficking or suspected trafficking. We will engage the appropriate authorities, including law enforcement, should we suspect any unlawful activity.

4. Rules and Guidelines For Members.

You are solely responsible for your interactions with Members and for the content and information that you post, state, display or otherwise make available on the Site and through Services, whether publicly posted or privately transmitted. By accessing and using the Site, by signing up as a Member, and by using, purchasing or providing Services, you expressly agree that you will not make or publish comments, images, messages, video, links, code or other content that:

a) is, or could reasonably be deemed solely by us to be, unlawful, threatening, abusive, offensive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another's privacy, or including graphic descriptions of unlawful or violent content;
b) victimizes, harasses, degrades, doxes, disparages, defames, or intimidates an individual or group of individuals, including but not limited to on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
c) solicits from any Member any personal or private information, including without limitation, real names, addresses, telephone numbers, email addresses, social media accounts, cash app information, banking information, usernames or passwords, or otherwise seeks information for the arrangement of any in-person encounters. In-person meetings between Members are strictly forbidden;
d) violates any law (including without limitation laws related to privacy, intellectual property, defamation, obscenity, prostitution, human/sex trafficking, pornography, publicity), nor will you encourage any other user, Member or third party to do so;
e) advertises, places for sale, or otherwise markets through the Site or Services content that depicts, roleplays, holds yourself out as, or impersonates any minor below the age of majority;
f) is, or could reasonably be deemed solely by us to be, offensive, harassing, or illegal, or that infringes or violates another person's rights, or that leads any Member to believe, that you participate in or simulate any obscene acts including, but not limited to, bestiality, necrophilia, child molestation, child pornography, rape, urination, defecation, public sex acts, or any other obscene sex acts or illegal activity, including without limitation prostitution and human trafficking;
g) uses the Site or Services to transmit, route, provide connections to, or store any material that infringes on any patent, trademark, trade secret, copyright, right of publicity, privacy right, or otherwise violates or promotes the violation of the intellectual property, name, image and likeness, or other proprietary right of us, any of our Members or any other third party;
h) consists of unsolicited advertising, junk or bulk email, chain letters, phishing, any other form of unauthorized solicitation, or any form of lottery or gambling;
i) uses the Site or Services to advertise, place for sale, solicit or otherwise market any goods or services to other Members or to the public;
j) contains any form of malicious code, files, or programs that are designed or intended to corrupt, disrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment or otherwise causes damage, or allows you to obtain unauthorized access to any data or other information of us, any Member, or any third party;
k) breaches the security of, compromises or otherwise attempts to gain unauthorized access to secured, protected or inaccessible areas of the Site, or attempts to gain access to our network or server;
l) impersonates us, or any Member or any other person or entity, including any of our employees or representatives, or uses Artificial Intelligence ("AI"), either generative or otherwise, or other technology to do so, or to create any form of deepfake.

Phrendly reserves the right to determine, at our sole discretion, what conduct violates these guidelines, and where such conduct has occurred; we may, also at our sole discretion, partially or completely deny service to any infringing party. Phrendly reserves the right to use all content moderation procedures available to us and we may enlist the help of Members to flag content to help determine if a Member's conduct is harmful to the community.

You represent and warrant that all information that you submit upon Member registration, including billing and payment information, is accurate and truthful and that you will promptly update any information provided by you that subsequently becomes inaccurate, misleading, or false.

You acknowledge and agree that when asked to choose a Member username, you will not choose a name which may falsely represent you as somebody else or a name which may otherwise infringe on the rights of a third party. We reserve the right to disallow the use of usernames that we, in our sole discretion, deem inappropriate, including names that we deem could be harmful, threatening, abusive, inflammatory, intimidating, violent or encouraging of violence to people or animals, invasive of another's privacy, or racially, ethnically, or otherwise objectionable.

You acknowledge and agree that you will not use any form of AI to create derivative works from any material appearing on the Site or from any Service purchased, observed, or heard by you, no matter how small the use is. This includes without limitation, making or using any form of recording or visual depiction of any Member, or otherwise using/disseminating any Member's name, image, voice, or likeness, modified or unmodified, or creating any form of deepfake. We do not authorize any use of our Site, Services, or any portion thereof, for AI derivative works, either generative or otherwise. Violators of this provision will be immediately terminated as a user/Member and could be prosecuted to the fullest extent under applicable law. This includes civil and possibly criminal liability. We will likewise enthusiastically cooperate with any and all governmental authorities to see to this goal. AI scraping is also strictly prohibited.

You acknowledge and agree that you will not defame, dox, disturb, stalk, excessively contact or harass (either sexually or in any other manner) any Member appearing on the Site, or any other third party.

Phrendly does not permit any Member to disclose contact information to any other Member. Phrendly considers contact information to be any information that would allow a person to identify, locate or contact you such as, but not limited to, your phone number, email address, usernames for social media or other services, location, IP address, or physical address. In addition, it is not permitted to provide Members with information, such as links to third-party services, to circumvent or attempt to circumvent the Site's payment system. If you do, you do so at your own risk and risk the termination of your Member account and open yourself up to litigation, investigation and/or other penalties that are beyond our control. Phrendly does not permit Members to use the Site or Services to solicit other Members to meet with them in person or to solicit money, goods, or other services from Members, other than those expressly authorized through our Site or Services.

Phrendly maintains the right, but not the obligation, to review, redact, remove, or disable any Member's account that we, in our sole discretion, deem to conflict with the guidelines set forth above and/or established elsewhere in the Phrendly User Agreement, as may be updated from time to time, or for any other reason, with or without prior notice to you.

For more helpful hints and to review our Code of Conduct, please browse our Interacting Basics page.

5. Your Member Account is for Personal Use Only.

To create a Member account, you may be asked to provide certain registration details, age verification, payment information and other information. It is a condition of your use of the Site that all information you provide to us is and will be correct, current, and complete. In creating your Member profile, you agree not to impersonate any other person or use a name, image, or likeness that you are not legally and expressly authorized to use. If we believe the information you provide is not correct, current, or complete, we have the right, but not the obligation, to refuse you access to the Site or any portion thereof, Services, and/or other offerings, and to terminate or suspend your access at any time with or without any notice to you. To learn how we manage your information and to delete your information, please review our Privacy Policy .

Your membership is for your sole personal use, and you are solely responsible for all use made of the Site and Services under your Member account information and password. We do not allow the sharing of Member accounts. You agree to maintain the confidentiality of your password and Member account information. You represent and warrant that you will not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. You further represent and warrant that you will not share or disclose your unique username and password to any other person whatsoever, or otherwise allow any other person to participate, listen or view any Services, including especially any other person who is below the age of majority in their jurisdiction. You will not have any other person or entity pretend to be you or impersonate you in providing Services or otherwise interacting with other Members. You agree to (a) immediately notify us of any unauthorized use of your username and/or password or any other breach of security, (b) immediately change your username and password if you suspect unauthorized use/breach of security, and (c) ensure that you exit from your Member account at the end of each session. We reserve the right to terminate, cancel or suspend the membership of any Member who uses their account in violation of the Phrendly User Agreement, or in any other way we, in our sole discretion, deem inappropriate.

PARENTS/GUARDIANS/PERSONS SHARING DEVICE(S) WITH MINORS: Minors are not allowed to use or access the Site or be exposed in any way to Services, even with parental permission or supervision. You understand and acknowledge that it is your responsibility to prevent any minor in your care from accessing the Site and Services, and will take responsible measures to prevent any minor from doing so. We strongly recommend that you implement parental control protections, such as computer hardware, software, or filtering services, which may help to limit any minor's access to the Site and your Member account. This responsibility is solely yours; we are not responsible and will not be liable for any exposure of the Site or Services to any minor based on your failure to employ proper security measures.

Your Member account and Member access to the Site may not be assigned, transferred, or sold to a third party. We disclaim any and all liability arising from fraudulent entry and use of your Member account and/or the Site. If you fraudulently obtain access to another Member's account, or if another user fraudulently obtains access to your Member account, we may terminate their/your membership immediately and take all necessary and appropriate actions under applicable federal, state, local and international law.

6. Our Intellectual Property Rights and Your Limited License.

Subject to the Phrendly User Agreement and in consideration of your personal use of the Site, we grant all Members a limited, nonexclusive, nontransferable personal license to access and use the Site and Services. Users/visitors are granted a limited, nonexclusive, non-transferable personal license to access and view the Site. The provided license is a single copy license allowing you to participate in Services. We will not and do not provide or grant a commercial license, and your use of the Site and Services shall be for private, non-commercial use only. All other uses are strictly prohibited. As a user or Member, you agree not to sell, resell, reproduce, duplicate, distribute, copy or use for any commercial purposes any portion of the Site, Services or content beyond these limited rights granted to you. You are not allowed to take pictures, audio recordings, screenshots, screengrabs or screen recordings of the Site or Services, and your doing so constitutes a material breach of the Phrendly User Agreement which terminates your limited license and may lead to suspension/termination of your Member account/Site access and may result in civil and possibly criminal prosecution. Any unauthorized use of the Site or Services terminates this limited license effective immediately.

Phrendly shall own all rights, titles, and interests in the Site. By posting information, photographs or content on the Site, you automatically grant, and represent and warrant that you have the right to grant, to Phrendly free of charge an irrevocable, perpetual, non-exclusive, royalty-free, fully-paid, worldwide license to use, copy, perform, display, promote, publish, transmit and distribute such information, content and photographs and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sub-licenses of the foregoing. No other copyrights, patent rights, trademarks, or other licenses are conferred herein by Phrendly to you, either expressly or by implication, and Phrendly does not express any copyrights or other intellectual property rights to Members' content. You understand and agree that: (i) you will have no right, title, and interest to any Member username in connection with your use of the Site or Services; and (ii) Member usernames may be recycled by Phrendly to other Members if you are not actively using them or your account has been terminated.

Under no circumstances will Phrendly be liable to you for any indirect, incidental, consequential, special or exemplary damages arising out of ir in connection with the use of the Site or Member Services, whether or not Phrendly has been advices of the possibility of such damages. Without limiting the generality of the foregoing, Phrendly and its suppliers' aggregate liability to you arising with respect to this agreement will not exceed the greater of (a) the total fees actually earned by Phrendly from you (after payments to Members and other third parties) in the previous twelve (12) month, and (b) one hundred dollars ($100). Phrendly will not be liable for the consequences of any interruptions or errors.


7. Your Actions Are Your Sole Responsibility.

You are solely responsible for your interactions with Members and for the content and information that you post or otherwise make available on the Site and through Services, whether publicly posted or privately transmitted. You engage in Services, and consult with Members, at your own risk.

You understand and agree that you are solely responsible for, and will exercise caution, discretion, common sense, and good judgment in, engaging with Members and using the Site and Services. You are solely responsible for evaluating the statements made by Members in listings and Services, as well as for your own interactions, statements and disclosures made to other Members. While Phrendly reserves the right to review interactions between Members and moderate Member content (including by utilizing third party content moderation technology in addition to human moderation to actively review and monitor material uploaded to the Site and through Services, including text, audio, images and videos), Phrendly assumes no responsibility for policing its Members in any way. Phrendly is not responsible for any use or exchange of any information, files or content between Members, and Members indemnify Phrendly accordingly for any damage, harm or loss caused therefrom.

You understand that you use Services, and consult with Members, at your own risk. You must use your judgment to determine whether to initiate, receive and/or discontinue use of the Services. Members who initiate, receive and/or discontinue use of the Services do so entirely at their own risk, and Phrendly bears no responsibility in this regard. However, Phrendly reserves the right to contact Members and/or review account activity without revealing your identity, in order to evaluate compliance with the rules and policies set forth in the Phrendly User Agreement and to take other action as set forth in these Terms of Service and other policies.

Phrendly prohibits Members from sharing private contact information with other Members. Members are expressly forbidden from arranging to meet with Members in person for any purpose whatsoever. This includes without limitation for coffee, drinks, meals, escorting, prostitution, or any other services or form of physical interaction. Should a Member agree to meet another Member in person, each Member accepts, in addition to being terminated by Phrendly, all responsibility for anything that happens to themselves and the other Member(s), including, but not limited to, any emotional, physical, legal or financial harm each Member, and/or any associated third party, may suffer. Further, Members fully indemnify, defend and hold harmless Phrendly (including its subsidiaries, employees, officers, directors, shareholders, suppliers, attorneys, joint venturers, and agents) and telecommunication providers from and against any damages, claims, losses, expenses, costs, obligations and liabilities (including without limitation reasonable attorney's fees) suffered directly or indirectly arising out of any unauthorized in-person meeting, encounter, sharing of personal information, or other such conduct and harm.

Outside of age verification discussed in these Terms of Service, Phrendly does not itself provide any information, entertainment services or other products or services, nor verify, guarantee, or make any representations regarding the identity or qualifications of any user or Member. Further, Phrendly does not make editorial or managerial decisions concerning content, sexually explicit or otherwise, except that Phrendly reserves its right to act as specified in Section 512 of Title 17 and Section 230(c)(2)(A) of Title 47 of the United States Code and to determine at any time, in its sole discretion, whether and to what extent to do so.

Phrendly will not be held responsible for any Member's failure to comply with laws or regulations concerning the content on the Site or disseminated in Services, or improper use of the Services. Instead, Phrendly acts as a technology service that allows Members to share information, entertainment services, or other products or services among themselves. Although Phrendly helps its Members connect with each other, it may not routinely monitor the information exchanged between Members, and as a result, Phrendly does not control, nor is it responsible for, the accuracy, safety, quality, appropriateness, legality, or applicability of anything said or written by Members, including in Member listings and throughout Services.

The Site is not intended for use as a payment service to exchange physical goods or services other than the Services. Phrendly is not responsible for use or exchange of any information, files or goods between Members. You are solely responsible for, and will exercise caution, discretion, common sense, and judgment in using the Site and Services, in evaluating the qualifications of, and statements made by, Members in listings or through the Member feedback system, and in making statements to other Members.

There may be links to websites posted on the Site. Phrendly neither controls such websites nor endorses any of the material on any such websites or any association with their operators. You must exercise caution when clicking on any third-party or affiliate advertisement or link. Accessing a linked third party's website subjects you to the third party's terms and conditions, privacy policy, and any other policy used by that third party in operating the third-party site and/or providing goods/services. We are not responsible for your failure to review, understand or abide by any third party's terms and conditions or other policies, nor do we provide any representation or warranty for the goods/services they exhibit or sell. We are not responsible for any damage to you, your device(s), your property or to any third party arising from your use of a third party's website, goods or services.

If you ever believe that a Member has violated the law or is defrauding (or attempting to defaud), threatening, or endangering anyone, or is engaging in human/sex trafficking, Phrendly urges you immediately to (i) contact the appropriate authorities directly for help and (ii) contact us at support@Phrendly.com.

The Site occasionally receives complaints from Members related to violations of the Phrendly User Agreement. We will take action as deemed appropriate. Phrendly reviews all complaints within seven (7) business days of receipt and will take any and all action, in our sole discretion, as we deem appropriate to resolve the issue. We enthusiastically cooperate with any and all governmental authorities to ensure that complaints of a legal or criminal nature are promptly and thoroughly reported and investigated.

The Site is for entertainment purposes only. If you have a dispute with any Member, or suffer any harm arising out of or connected with the Site or any Services, you hereby waive all claims against and release Phrendly (and its subsidiaries, employees, officers, directors, shareholders, suppliers, attorneys, joint venturers, and agents) from any and all liability for claims, demands, damages (actual and consequential), costs and expenses (including without limitation arbitration, mediation and/or litigation costs and attorney's fees) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Site, Member, any Services, or with regard to such disputes. In addition, you expressly represent and warrant that you have read the Indemnification section of this Terms of Service, understand it and agree to fully indemnify Phrendly pursuant to that section.

8. Fees, Charges and Earnings.

To learn about our Services and how to use the Site, please click HERE. You can also find information on your payment options by visiting the 'Payment Methods' page by clicking on 'Balance' in the 'Settings' section of your account. By registering as a Member and providing your credit card information, you agree to be bound by the Phrendly User Agreement, all payment rules posted elsewhere on the Site, and the terms and conditions of our third-party payment processor(s).

By utilizing Services, you may earn money that can be paid to you. The Member who initiates a transaction is solely responsible for payment of any and all fees for the transaction. Phrendly shall not be obligated to pay any fees for which Phrendly has not been fully paid by the Member or Member's credit card issuer or bank, or is subject to chargeback, as applicable. You hereby authorize Phrendly to collect payments from Members on your behalf for any and all transactions that you conduct. Phrendly will credit to your Member account the fees collected, less Phrendly's commissions and connection charges, any tax withholdings required by law, any withholdings required by court order or governmental authority, and any refunds, discounts, chargebacks and chargeback fees payable by Phrendly. If it is determined by Phrendly, in our sole discretion, that you have misrepresented yourself or a material fact, you will not be paid. In addition, Phrendly reserves the right to restrict payment to a Member for any reason and in its sole discretion, with or without notice to you.

If you meet the earnings threshold, we will issue you a 1099-K.

As a Member with a public profile, you may charge a fee for interactions with other Members. Phrendly may retain a connection charge for phone and video interactions and will retain a commission which will be a percentage of the price chosen by the Member. Phrendly will distribute earnings to you from your Member account in US dollar denominations by either check, ACH direct deposits or to your designated cause through Phrendly's 'Flirt for a Cause' program. Phrendly reserves the right to change our commissions, connection fees and our "Flirt for a Cause" program at any time with or without prior notice.

You agree to pay for all Services you purchase using your Member account information and password. You are responsible for payment activity within your Member account, credit card refunds and reversals, and any related fees that we incur with respect to your Member account. Should you fail to pay any fees due to us in connection with your use of the Site, your Member account, and/or your engagement in Services, including credit card reversals, we have the right to pursue you in collections or otherwise to collect the funds owed to us.

Phrendly may charge an Account Maintenance Fee of two dollars ($2.00) per month for all Member accounts with a positive balance which have been dormant for 12 months. However, if the Member uses their Member account to purchase Services, then the Member account is considered active and no Account Maintenance Fee will be charged.

Any charges associated with your Member account or purchase of Services may appear on your credit/debit card statement as "Phrendly." This descriptor is subject to change at any time with or without notice to you.

Further, Phrendly reserves the right to withhold issuing payment of any Member's earnings, or deduct from future payment, without notice on any transaction which in our sole discretion suggests that the paying Member or Member's bank may not fulfill his or her payment obligation or that a Member's bank, Member, or a governmental agency/department may claw back. These deductions may include without limitation chargebacks, account or billing disputes with Members, governmental orders, court orders or other deductions. Phrendly reserves the right, in our sole discretion, to hold funds beyond the normal distribution periods for transactions it deems suspicious to ensure the integrity of the funds.

Without limiting other remedies, Phrendly may at any time suspend or terminate your Member account and/or refuse to provide access to the Site or Services with or without reason or notice to you, should you repeatedly breach our payment terms. In addition, Phrendly retains the right to communicate with your bank, credit card company, reasonable third parties, and/or authorities, or take any other actions it deems appropriate, with or without notice to you, in connection with payment of funds to you, or collection of payment of funds owed to us.

9. Billing Errors.

If you believe you have been incorrectly charged for any Service, drink, gift, or in any other aspect, please notify us prior to filing a dispute with your credit card company. You may submit a refund request by clicking emailing support@phrendly.com. If we suspect improper refund requests, repeated or recurring credit card chargebacks, fraud, or abuse of our refund request procedures, we will terminate your access and use of the Site and refuse to provide Services to you at any time, with or without advance notice. We reserve the right to withhold any funds due to you for a reasonable period of time until our investigation is complete. Further, we may withhold any funds due to you if ordered to do so by any court order or governmental entity.

10. Cancellation Policy and How to Cancel Your Member Account.

You may cancel your account at any time by emailing support@phrendly.com or by Settings > Login Info and then click "Close my Phrendly account.". Any suspension, termination, or cancellation will not affect your obligation to pay any amounts due to Phrendly up to and including the date and time of cancelation. Although cancelation should occur immediately upon request, please allow twenty-four (24) hours for your account to be fully closed.

Without limiting our other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend, cancel, or terminate your access and use of the Site and refuse to provide Services to you at any time, with or without advance notice if:

i. We believe that you have breached or threatened breach of these Terms of Service or the Phrendly User Agreement;
ii. Any charge to your account results in a chargeback;
iii. We are unable to verify or authenticate any billing, payment, or other information you provide to us;
iv. The jurisdiction that you are in disallows access to the Site, content or Services;
v. We believe that your actions may be unlawful or cause legal liability, harm or disruption to you, our Members, or us; or
vi. We decide to cease operations or to otherwise discontinue the Site or portions/offerings thereof.

You agree that if your Member account is terminated by us, you will not attempt to re-register as a Member without prior written consent from us. Any monies remaining in a canceled or terminated Member account will be refunded upon request.

11. Information Collection/Information We Share.

Your privacy and the privacy of your information is very important to us. For details about the information we collect, how such information is stored, and whom we share it with, please refer to our Privacy Policy which is incorporated in this Phrendly User Agreement. You agree to be bound by our Privacy Policy. Click HERE to learn how to delete your data.

Even though we do not sell your information, you agree that we can share your information with third party service providers (e.g. credit card processors, companies that provide analytic information, etc.) as necessary for our operations and the provision of the Site and Services.

12. Trademark Information.

This domain and the terms 'Phrendly' and 'Phrends' are service marks and/or trademarks of Phrendly, even if not registered. We aggressively defend our intellectual property rights. Other websites, domains, advertisements, and service names referenced or linked on or through the Site may constitute or contain trademarks and/or service marks which are the exclusive property of their respective owners and may not be used publicly without the express written consent of the owners and/or holders of such trademarks and service marks. We do not assert any rights as to any of these third party trademarks or service marks. Our marks, logos, domains, Site name, service marks and trademarks (either registered or not) may not be used publicly except with prior express written permission from Phrendly, and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages, casts a false light or discredits Phrendly.

If you believe that your federally registered or unregistered trademark is being used by us or a Member in a way that constitutes trademark infringement, please notify our customer service immediately at support@phrendly.com, and include information sufficient for us to investigate your claim.

13. Copyright Information and DMCA Takedown Procedure.

Other than stated herein, Phrendly shall own all rights, titles, and interests in the Site, domain names, toll-free numbers, merchandise, systems, and services. No copyrights, patent rights, trademarks, or other licenses are conferred herein by Phrendly, either expressly or by implication. Other than those reserved in these Terms of Service, Phrendly does not express any copyrights or other intellectual property rights to Members' content.

We also respect the intellectual property rights of others, and we ask our Members and users to do the same. We observe and comply with the United States' Digital Millennium Copyright Act ("DMCA") and the procedures set forth therein.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Phrendly's Copyright Agent listed below with the following information required under 17 U.S.C. § 512:

i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
ii. Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at the Site;
iii. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Phrendly to locate this material;
iv. Information reasonably sufficient to permit Phrendly to contact the complaining party, including a name, address, telephone number and, if available, an email address at which the complaining party may be contacted;
v. 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
vi. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Phrendly's Copyright Agent for notice of claims of copyright infringement on or regarding this Site can be reached as follows:

Copyright Agent
c/o Phrendly
182 Howard Street #650
San Francisco, CA 94105
Email: copyright@phrendly.com


Upon receipt of notice as described above, Phrendly will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged works from the Site, and/or termination of the Member's account. All complaints will be responded to within seven (7) business days of receipt of inquiry.

Please do not send any other form of inquiry, request or notice to our designated copyright agent as this will not be considered to be proper notice, nor will we accept or acknowledge receipt.

14. Copyright Information and DMCA Takedown Procedure.

If, on the other hand, you believe that any material you or Phrendly has posted to the Site, or otherwise transmitted to any Member, has been mistakenly removed or disabled, or that the material does not, in fact, violate or infringe the copyright of another, please send a written counter-notice to our designated copyright agent, including the following information:

i. Your name, address, telephone number, and physical or electronic signature.
ii. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
iii. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
iv. A statement that you consent to the jurisdiction of Federal District Court for the Northern District of California, or if your address is outside of the United States, for any judicial district in which the service provider may be found, and that you will accept service of process from the person who provided the Notice of copyright infringement or an agent of such person.

Phrendly's Copyright Agent for DMCA counter-notices can be reached as follows:

Copyright Agent
c/o Phrendly
182 Howard Street #650
San Francisco, CA 94105
Email: copyright@phrendly.com

Please note that the above-described procedures are regulated by statute. Sending a DMCA or related notice or counter-notice to us, when such allegation is in bad faith or otherwise false, can cause you to be liable for damages, attorney's fees, costs, and other criminal and/or civil damages and/or penalties. Speaking to an attorney before you send a DMCA notice or counter-notice may help you understand your rights, and we strongly recommend you do so.

Upon receipt of repeated false or unverifiable DMCA notices from you in any given calendar month, we reserve the right to suspend or terminate your Member account and/or your use of the Site and Services, pending our further review.

15. Unauthorized Use of Images or other Content.

We have a strong policy against non-consensual production and/or distribution of any individual's image, voice or likeness (including without limitation unauthorized or unconsented to videos, audio recordings or images, doxing, blackmail, exploitation, revenge porn, etc.)

If you believe the Site or any Member is exhibiting, selling, offering or disseminating material in which you are depicted, and which you did not provide your consent for public dissemination, purchase or download by others, or for which you have revoked your consent, please immediately contact us at support@phrendly.com and include as much of the following information as possible:

i. A physical or electronic signature of the person depicted in the content who is requesting it be removed from the Site.
ii. Identification of the content in question and information reasonably sufficient to permit Phrendly to locate the content;
iii. Information reasonably sufficient to permit Phrendly to contact the person depicted in the content requesting the removal, including a name, address, telephone number and email address;
iv. Information reasonably sufficient to permit Phrendly to verify the complaining party is depicted in the content in question;
v. A statement that the complaining party has a good-faith belief that use of the content on the Site is not authorized by one or more of the parties depicted in the content;
vi. A statement that, under penalty of perjury, that the complaining party is authorized to act on behalf of the person depicted in the content.

Upon receipt of notice as described above, Phrendly will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Site, and/or termination of the Member's account. All complaints will be responded to within seven (7) business days of receipt of inquiry.

16. No endorsement of Members, Content, or Services.

This Site connects you to a variety of adult Members who may, from time to time, personally or professionally, be involved in, publish, exhibit, or otherwise represent certain personal, public, or political situations, opinions, statements or viewpoints that may be considered unpalatable to you, harmful, criminal, racist, sexist, offensive, unlawful or the subject of public or pop-culture debate. You acknowledge that by using the Site and/or engaging in Services, you understand that our inclusion of any Member in any Service or other content, whether before, during, or after any alleged improper conduct, statement or debate, does not represent our endorsement of such Member or related third-party, or their conduct or opinions, nor the accuracy, completeness, decency or legality of their behavior, statements or viewpoints. Our inclusion of such Member, or provision, advertisement or reference to their Services on the Site is provided merely as a convenience to you and does not imply our endorsement of, or association with, any such Member, nor their statements, opinions, or conduct. By using the Services, you expressly acknowledge and agree that you will not associate Phrendly with any Member's statements, opinion or conduct, for any reason, at any time. The opinions expressed by Members are not the opinions of Phrendly, or any of our affiliates, subsidiaries, parent companies, managers, officers, directors, shareholders, members, owners, employees and agents.

17. Indemnification

Your assent to these Terms of Service and Phrendly User Agreement includes your agreement that, to the maximum extent permitted by applicable law, you will personally, fully indemnify, defend and hold harmless Phrendly, and its respective subsidiaries, officers, directors, employees, independent contractors, agents and representatives, and telecommunication providers, (collectively, "Indemnitees"), from and against any and all actions, demands, damages, claims, losses, expenses, costs, obligations and liabilities (including without limitation legal, court, litigation, arbitration, attorney, expert, and accounting fees) of every kind and nature, known and unknown, foreseeable and unforeseeable, disclosed or undisclosed, suffered directly or indirectly by any of the Indemnitees to the extent of, or arising out of: (i) your breach of these Terms of Service or Phrendly User Agreement; (ii) your use, or misuse, or inability to use the Site, Services, or any of the content disseminated to you or by you; (iii) any unauthorized use or access to your Member account; (iv) any litigation, arbitration, proceeding or claim by any other Member or third party relating in any way to your use of the Site, Services, or any of the content disseminated to you or by you, including your use or misuse of your Member account, or your contact with other Members or affiliated third parties outside of the Site; and (v) any claim alleging that your use or misuse of the Site, Services, or any of the content disseminated to you, infringes any third party's U.S. patent, copyright, trademark, trade secret or other intellectual property interest, was libelous, or violated any law. We shall promptly notify you by electronic mail of any such claim or suit, and you agree to cooperate fully (at your sole expense) in the defense of any such claim or suit. We reserve the right to participate in the defense of such claim or defense at your expense, however, we have the right to retain our own legal counsel at your expense, but are not obligated to do so. Such obligation to indemnify shall not apply where the damage, claim, loss, expense, cost, obligation or liability is due to the breach of the Phrendly User Agreement by, or the grossly negligent or willful misconduct of, Phrendly or its officials, directors, employees, agents or contractors. Phrendly shall have the right to withhold payments to you to offset liabilities and expenses covered hereunder. The indemnity obligations stated within this section shall survive the expiration or termination of the Phrendly User Agreement for four (4) years.

18. Arbitration; No Class Action

If there is a dispute between any user/Member and us arising out of or otherwise relating to these Terms of Service or the Phrendly User Agreement, and the amount demanded in said dispute exceeds $1,000, both parties shall first meet and negotiate in good faith to attempt to resolve the dispute. This meeting shall be within 60 days from the date the other party is informed of any violation. This meeting can be via video conference or telephone conference. If the parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either party may submit the issue to binding arbitration in accordance with the then-existing Commercial Arbitration Rules of JAMS or Judicate West. Arbitral Claims shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation. The arbitration shall be conducted in City and County of San Francisco, California, and conducted by a single arbitrator, knowledgeable in Internet and e-Commerce disputes. The decision of the arbitrator shall be final and unappealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator shall have no authority to award any punitive or exemplary damages; certify a class action; add any parties; vary or ignore the provisions of these Terms of Service or Phrendly User Agreement; and shall be bound by governing and applicable law. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding. Arbitration shall be in person. You and we shall equally share the costs of arbitration. The prevailing party shall be entitled to reimbursement for costs and reasonable attorneys' fees up to the maximum amount of $10,000. A party that does not contribute their share of the arbitration costs at the times and deadlines provided by JAMS or Judicate West shall be precluded from participating in arbitration and, to the maximum extent allowed by law, waives their rights including without limitation to any attorney fees and costs. TO THE EXTENT ALLOWED BY LAW, THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRAL CLAIMS.

Notwithstanding anything to the contrary, Phrendly, you, or any other party/Member to the arbitration may at any time seek an injunction or other form of equitable relief from any court of competent jurisdiction. The Federal Arbitration Act shall govern the interpretation, enforcement and proceedings pursuant to this arbitration clause and Phrendly User Agreement.

All claims, whether in arbitration or otherwise, must be brought solely in your individual capacity, and not as a plaintiff or class member in any purported class or collective proceeding. YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO WAIVE, WITH RESPECT TO ANY DISPUTE: (I) THE RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER; AND (II) THE RIGHT TO JOIN OR CONSOLIDATE CLAIMS WITH CLAIMS OF ANY OTHER PERSON.

For any claim in which the amount disputed is at or under $1000, the party bringing the dispute must first provide: (i) a written notice to the other party describing the particulars of the dispute and (ii) a thirty (30) day waiting period in which the other party has the opportunity to cure the dispute. If no resolution is reached during the cure period, thereafter, the dispute shall be filed in the Small Claims Division of the Superior Court of California, County of San Francisco. You expressly agree and consent to the exclusive jurisdiction of the Superior Court of California for this limited purpose, and further consent to and agree that the venue of any dispute claiming $1000 or less brought under these Terms of Service shall be exclusively in the County of San Francisco.

19. Disclaimers

Phrendly does not itself provide any information, entertainment services or other products or services, nor verify, guarantee, or make any representations regarding the identity or qualifications of any user or Member. As a provider of third-party content, we are permitted to moderate Services, Member interactions, and/or content shared therein without being responsible for said material or legally liable for our moderation activities. We expressly waive any and all such liability. Further, Phrendly does not make editorial or managerial decisions concerning Services or their content, sexually explicit or otherwise, except that Phrendly reserves its right to act as specified in Section 512 of Title 17 and Section 230(c)(2)(A) of Title 47 of the United States Code and to determine at any time, in its sole discretion, whether and to what extent to do so.

The Site and any Services obtained through the Site are provided "AS IS" on an "AS AVAILABLE" basis, with no warranty of any kind. Phrendly expressly disclaims all warranties, express or implied, regarding the Site, Services, content, and all communications between Members made through the Site and Services, including any implied warranty of quality, availability, merchantability, fitness for a particular purpose or non-infringement. In addition, Phrendly makes no representation or warranty that the operation of the Site will be error-free.

Phrendly reserves the right to modify, suspend or stop the Site (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to you. Without limiting the foregoing, Phrendly reserves the right to provide notice of any such changes to the Site. You agree that Phrendly shall not be liable to you or any third party for any modification or cessation of the Site. You acknowledge that Phrendly has no express or implied obligation to provide, or continue to provide, any Service(s), or any part thereof, or any Member, now or in the future; and in addition, Phrendly may at any time change the cost and the commissions for use of the Site.

WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE OR SERVICES AT THE TIMES OR LOCATIONS OF YOUR CHOOSING, THAT THE SITE/SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE ARE NOT RESPONSIBLE FOR ANY FAILURE TO PERFORM DUE TO UNFORESEEN CIRCUMSTANCES OR TO CAUSES BEYOND OUR REASONABLE CONTROL INCLUDING WITHOUT LIMITATION, FAILURE OF THE TELECOMMUNICATIONS OR INFORMATION SERVICES INFRASTRUCTURE, HACKING, SPAM, ANY FAILURE OF A COMPUTER, SERVER, OR SOFTWARE (INCLUDING OPERATING SYSTEM), SERVER CHANGES OR UPGRADES, OR CHANGE OF SERVICE PROVIDERS, FOR SO LONG AS SUCH EVENT CONTINUES TO DELAY THE SERVICE OR SITE'S PERFORMANCE.

IN ADDITION, OUR SITE AND/OR SERVICES MAY CONTAIN MATERIAL THAT MAY BE OFFENSIVE TO USERS, MEMBERS AND/OR THIRD PARTIES. YOU HEREBY AGREE TO INDEMNIFY AND HOLD PHRENDLY HARMLESS FROM ANY LIABILITY THAT MAY ARISE FROM VIEWING SUCH MATERIAL AND YOU WARRANT AND AGREE TO CEASE USING THE SITE AND SERVICES SHOULD YOU FIND IT OFFENSIVE.

The contents of this Site are protected by copyright and may not be copied or otherwise reproduced without Phrendly's written permission except as expressly set forth above. You may not publish, or create derivative works from the contents of the Site for any public or commercial purpose. Phrendly owns and retains all rights in or to certain trademarks, trade names, service marks, logos, and/or slogans, whether now existing, or hereafter created, including but not limited to Phrendly and Phrends.

As part of using the Site and/or Services, Phrendly will provide you with the opportunity to submit comments, suggestions, or other feedback regarding your use of the Site. You agree that in the absence of a separate written agreement to the contrary, Phrendly will be free to use any feedback you provide to us for any purpose, commercial or otherwise, without any obligation of any kind to you.

You are solely responsible for all equipment necessary to access and use the Site and/or perform/engage in Services. It is your responsibility to provide any and all equipment (such as a laptop computer, mobile device, camera, webcam, etc.) and services (such as internet service) which may be necessary or desirable in connection with your use of the Site, performing/engaging in Services, or creating/selling content, at your sole expense. We are not liable for damage to any such equipment or service, whether directly or indirectly caused by or arising out of your access, download, use or performance of our Site or any Services.

You acknowledge and agree that engaging in Services on or through the Site, accepting payment, gifts or donations from Members or Phrendly, and/or entering the Phrendly User Agreement do not create an employment or agency relationship between either you (as a Member) and Phrendly, or any of our respective affiliates, nor is it intended to create such relationship. Phrendly acts only as an interface to facilitate communications initiated between Members. As a Member receiving earnings from Services, you are not an employee, agent, or contractor of Phrendly, and you shall not represent that you are any of the foregoing. You may not enter Phrendly into any agreements or contracts. You are solely responsible for reporting and payment of all taxes associated with fees transferred to you by Phrendly. Our sole payment responsibility is to our Members, not any third party engaged in creating or participating in a Member's content or related Services.

Under no circumstances will Phrendly be liable to you for any indirect, incidental, consequential, special or exemplary damages arising out of or in connection with the use of the Site or Services, whether or not Phrendly has been advised of the possibility of such damages. Without limiting the generality of the foregoing, Phrendly and its suppliers' aggregate liability to you arising with respect to this agreement will not exceed the greater of (a) the total fees actually earned by Phrendly from you (after payments to Members and other third parties) in the previous twelve (12) months, and (b) one hundred dollars ($100). Phrendly will not be liable for the consequences of any interruptions or errors.

Phrendly reserves the right (but does not have an obligation) to contact any Member in its sole discretion and/or to review account activity with or without revealing Member identity, in order to evaluate compliance with the rules and guidelines set forth in this Terms of Service and to take other action as set forth in the Privacy Policy and other parts of the Phrendly User Agreement.

20. Miscellaneous

If any provision of these Terms of Service or the Phrendly User Agreement is held to be invalid or unenforceable, the provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced. Phrendly's failure to act with respect to a breach by you or others does not waive Phrendly's right to act with respect to subsequent or similar breaches. The failure of Phrendly to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision. These Terms of Service and the Phrendly User Agreement shall be governed by and interpreted in accordance with the laws of the State of California, excluding its conflict of laws provisions, and you irrevocably submit to this jurisdiction. The parties agree to the exclusive jurisdiction of the courts of the State of California for disputes claiming $1000 or less and further agree that the venue of any such action shall be brought exclusively in the County of San Francisco. The parties acknowledge that these Terms of Service and Phrendly User Agreement evidence a transaction involving interstate commerce. The Federal Arbitration Act shall govern the interpretation, enforcement and proceedings pursuant to the arbitration clause in these Terms of Service and Phrendly User Agreement. In the event any party shall commence any claims, actions, formal legal action, or arbitration to interpret and/or enforce the terms and conditions of these Terms of Service, or relating in any way to the Phrendly User Agreement, including without limitation your breach or threatened breach of Phrendly User Agreement, the prevailing party in any such action or proceeding shall be entitled to recover, in addition to all other available relief, its reasonable attorney's fees and costs incurred in connection therewith, including attorney's fees incurred on appeal, up to the maximum amount of $10,000. If a party fails to first negotiate the dispute or fails to participate in arbitration, that party waives its right to attorney's fees and costs.

Phew! You're done! Thanks for taking the time to read our Terms of Service. If you have any questions drop us a note at support@phrendly.com.