Terms of Use

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(Last Updated April 28, 2021)

 

Overview

 

PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. THE TERMS AND CONDITIONS (“AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND FRIENTORU AND ITS SUBSIDIARIES, (COLLECTIVELY, “FRIENTORU,” “WE,” “US,” OR “OUR”).

Frientoru, (“Frientoru” “our”, “us” or “we”) provides mentorship services through Frientoru’s proprietary website App. The website App is also referred to herein as the “Services.”

Please read carefully the following terms and conditions (“Terms”) and our Privacy Policy, which is incorporated herein by reference into these Terms. These Terms govern your access to and use of the Services, including without limitation the Community Content (defined below), and constitute a binding legal agreement between you and Frientoru.

Frientoru, provides an online connection, using web-based technology Application that connects you and other users for higher education mentorship.

YOU ACKNOWLEDGE AND AGREE THAT, BY APPLYING TO, ACCESSING AND OTHERWISE USING THE SERVICES (INCLUDING WITHOUT LIMITATION BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SERVICES), YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY, THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES OR ANY COMMUNITY CONTENT.

​The Services are intended solely for persons who are 13 years or older. If you accept these Terms, you represent that you have the capacity to be bound by it. Any access to or use of the Services by anyone under 13 years is expressly prohibited. By accessing or using the Services, you represent and warrant that you are 13 years or older. You hereby commit to inform us immediately should you become aware that a person under 13 years is either using the Services

1. DEFINITIONS

“Community Content” means, collectively, Frientoru Content and Member Content.

“Content” means text, graphics, images, software, audio, video, information or other materials.

“Member” means a person who completes our account registration processes, as described under the “Account Registration” section below.

“Member Content” means user generated Content that a Member posts, uploads, selects, publishes, submits or transmits to be made available through the Services.

“Personal Information” has the meaning ascribed to it by our Privacy Policy. 

2. MODIFICATIONS

Subject to this Agreement, Frientoru reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Software App or Services at any time, effective upon posting of an updated version of this Agreement through the Services. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes. By continuing to access or use the Services in any manner, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to entirely cease from using the Services and any and all Community Content.

3. USING THE FRIENTORU SERVICES

​The website App supports Frientoru students in the Frientoru user community. The website App, informs, and helps Frientoru students in gaining additional and useful knowledge as regards higher education through mentorship by other (higher level or Alumni of various higher education institutions) users, and provides high school students with a direct channel for communicating with a mentor. You can use the Services to interact with the Frientoru community, access Community Content, sign up as a student or mentor.

PLEASE NOTE THAT THE MEMBER CONTENT IS BASED UPON INFORMATION PROVIDED BY MEMBERS. IF YOU RELY ON ANY MEMBER CONTENT OR RESPONSE TO ANY QUESTION, YOU DO SO IN YOUR OWN DISCRETION AND NOT AS A RESULT OF ANY ACTION ATTRIBUTABLE TO FRIENTORU.

You agree not to misrepresent your relationship with Frientoru to any third party or make any warranty or representation on behalf of Frientoru; and to comply at all times with these Terms and applicable law.

You acknowledge that Frientoru shall not be liable for user generated Member Content, the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing resulting from your actions, which are governed by our Community Guidelines and General Prohibitions, rests entirely with you. You hereby waive any right to bring any resulting claim with respect to defamation or privacy violation and agree that your only remedy is to delete your Member Profile and cease using the App, which is a sufficient remedy to any purported grievance hereunder.

​Frientoru may sponsor and run sweepstakes, contests and similar promotions (collectively, “Promotions”) through the Services. You should carefully review any additional terms and conditions governing each Promotion (“Official Rules”). To the extent that the terms and conditions of such Official Rules conflict with these Terms for a Promotion only, the Official Rules will govern for the Promotion in question.

​4. ACCOUNT REGISTRATION PROCESS

To register and receive a mentor, you must provide us with your accurate information. When you register for an account, you may be required to provide us with some information about yourself (such as your name, age, phone number, e-mail address, name of your high school, standardized test scores, GPA, income, race or other contact information). You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Frientoru has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may enable or require you to use a single pair of login credentials to use the Frientoru. You agree not to create an account or use the Services if you have been previously removed by Frientoru, or if you have been previously banned from use of the Services.

In the event you provide any additional profile information, you agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. We reserve the right to suspend or terminate your Member account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.

​5. MEMBER PROFILES

Once you have registered, Frientoru will record and review your application. Member registration information are accessible and publicly viewable to Frientoru. We recommend that members have a clear portrait photo on their profile to help mentors avoid confusion.

6. RULES AND PROHIBITIONS

Without limiting other rules and prohibitions in this Agreement, by using the Services, you agree that:

(a) You will only use the Services for lawful purposes; you will not use the Services for sending or storing any unlawful material or for deceptive or fraudulent purposes; and you will not engage in conduct that harms other Users, or our community.

(b) You will only use the Services in accordance with all applicable laws, including copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights.

(c) You will only access the Services using means explicitly authorized by Frientoru.

(d) You will not use another User’s account, impersonate any person or entity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services.

(e) You will not use the Services to cause nuisance, annoyance or inconvenience.

(f) You will not use the Services, or any content accessible through the Services, for any commercial purpose, including but not limited to contacting, advertising to, soliciting or selling to, any Merchant, User or Contractor, unless Frientoru has given you prior permission to do so in writing.

(g) You will not copy or distribute the Software or any content displayed through the Services, including Merchants’ menu content and reviews, for republication in any format or media.

(h) You will not compile, directly or indirectly, any content displayed through the Services except for your personal, non-commercial use.

(i) The information you provide to us when you register an account or otherwise communicate with us is accurate, you will promptly notify us of any changes to such information, and you will provide us with whatever proof of identity we may reasonably request.

(j) You will keep secure and confidential your account password or any identification credentials we provide you which allows access to the Services.

(k) You will use the App and Services only for your own use and will not directly or indirectly resell, license or transfer the Software, Services or content displayed by the Services to a third party.

(l) You will not use the Services in any way that could damage, disable, overburden or impair any Frientoru server, or the networks connected to any Frientoru server.

(m) You will not attempt to gain unauthorized access to the Services and/or to any account, resource, computer system, and/or network connected to any Frientoru server.

(n) You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures Frientoru may use to prevent or restrict access to the Services or use of the Services or the content therein.

(o) You will not deep-link to our websites or access our websites manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy, index, frame, or monitor any portion of our websites or any content on our websites.

(p) You will not scrape or otherwise conduct any systematic retrieval of data or other content from the Services.

(q) You will not try to harm other Users, Frientoru, or the Services in any way whatsoever.

(r) You will not engage in threatening, harassing, racist, sexist or any other behaviour that Frientoru deems inappropriate when using the Services. 

(s) You will report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that you uncover in your use of the Services.

(t) You will not abuse our promotional or credit code system, including by redeeming multiple coupons at once or by opening multiple accounts to benefit from offers available only to first-time users.

(u) You will not attempt to undertake any of the foregoing.

In the event that we believe or determine that you have breached any of the aforementioned, we reserve the right to suspend and/or permanently deactivate your account at our sole discretion.

All Member Content must respect copyrights, trademarks, rights of publicity and privacy and other legal rights. We comply with the Digital Millennium Copyright Act. Please see “Copyright Policy” for more information.

Community Guidelines and General Prohibitions Violations

You agree to be bound by our Community Guidelines and General Prohibitions. You acknowledge that any violation of our Community Guidelines or General Prohibitions can result in our i) deleting the inappropriate content, ii) disabling or terminating the offender’s account and, where appropriate, iii) informing the authorities.

Mentor Prohibitions

If you are a “mentor” user of the Service, then you also agree to the following additional terms.

​You represent and warrant that any and all information you provide to us during the application process is true and accurate. You hereby grant us express consent to use such information to perform the background check in accordance with our Privacy Policy.

​As a mentor, certain other user(s) of the Service who have consented to receive advice from you and who you may consider as your “mentee” or “student” will ask questions for clarity, which you will answer accordingly and politely to keep the community safe and serene. Note that you are an independent user of the Service and are not deemed in any way personnel or employee of Frientoru. Nothing should be deemed to create any employment, contractor, agent or other affiliate relationship between you and Frientoru. You are not allowed to make any representation or statement on behalf of, or in any manner that may be interpreted as being made on behalf of, Frientoru. During the course of using the Service as a mentor, you may voluntarily provide advice or information to your mentees or students, in your own, individual capacity. Any such advice or information is provided on your own behalf, and does not represent any advice or view of Frientoru.

​When interacting with your mentees or students through the Service, through the Website App, you agree to comply with all guidelines and requirements provided by Frientoru to you. You will not present any false, misleading or inappropriate information and will not engage in any illegal or inappropriate behaviors. You are not allowed to have any conversations deemed inappropriate, harass, stalk, or threaten your mentees or students, such actions will result in termination of your mentor status and all affiliations you have with Frientoru.

You agree that any information provided to you is confidential in nature. You agree to protect and maintain the confidentiality of such information, to use such information only for the purposes of using the Service as a mentor, and not to disclose any such information to any third party. You will respect the privacy of the individuals with whom you interact and will not share with any third parties their information or stories without first obtaining express consent from Frientoru and the individuals.

Mentor Rules

Mentors are prohibited from the following actions during the course of their commitment, if they are currently associated with Frientoru, or if the student is currently affiliated with Frientoru as a “mentee” or “student”. Mentors are not allowed to have dating or sexual relationships with mentees. Frientoru does not take any responsibility by any parties in the event that mentors have violated these rules. Frientoru will comply with law enforcement authorities or governmental entities.

Mentorship Charges

As a mentor, you are allowed to charge any fee (determined accordingly on services related to university mentorship) to your mentees or students, or ask for any monetary compensation for providing any information, advice or mentorship to your mentees or students.

7. THIRD PARTY PROVIDERS

In order to register for the Services, you may be required by third parties who are providing services in connection with the App, such as Google (a “Service Provider”) to create an account and/or consent to their Terms of Service. You are solely responsible for maintaining the security of any logins, passwords, or other credentials that you select or that are provided to you to access your account with any Service Provider. Your access and use of any account with a Service Provider, including without limitation in connection with the Services, is subject to any terms, conditions, and policies, including privacy policies, of that Service Provider. We are not responsible for any act or omission of any Service Provider. We do not provide you with the equipment to access or use the Service. ​

8. PRIVACY

See Frientoru’s privacy policy, (“Privacy Policy”) for information and notices concerning Frientoru’s collection and use of your personal information, and your rights to access, change or delete such personal information. Use of the Services is also governed by the Privacy Policy. You agree that by registering for and/or using our Services, you have agreed to our Privacy Policy. Our Privacy Policy is incorporated into these Terms by this reference. You agree to release us, our subsidiaries (if any) and affiliated entities (if any) and our and their shareholders, officers, directors, employees and agents, successors and assigns from all claims, demands, damages, losses, liabilities of every kind, known and unknown, direct and contingent, disclosed and undisclosed, arising out of or in any way related to the release or use of such information by third parties.

9. INTELLECTUAL PROPERTY OWNERSHIP AND LICENSING

Ownership

The Service, Frientoru Content and operating name of Frientoru are protected by copyright, trademark, and other laws of Hong Kong, China. You acknowledge and agree that the Service and Frientoru Content, including all associated intellectual property rights, are the exclusive property of Frientoru and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service or any Community Content.

Licenses Granted by Frientoru and Frientoru Content and Member Content

Subject to your compliance with the terms and conditions of these Terms, Frientoru grants you a limited, non-exclusive, non-transferable license: (i) to view, download and print any Frientoru Content solely for your personal and non-commercial purposes; and (ii) to view any Community Content to which you are permitted access solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services or any Community Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Frientoru or its licensors, except for the licenses and rights expressly granted in these Terms.

​License granted by Member

We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit Member Content.

By making available any Member Content on or through the Services, you hereby grant to Frientoru a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such Member Content (i) on, through or by means of the Services and (ii) for Frientoru’s promotional and commercial purposes. For example (but not by way of limitation), Frientoru may perform itself, or share Member Content contained with third parties, or provide or license such Member Content to third parties, which may or may not be combined with Frientoru Content or other information, in order to promote the Services. Frientoru will not otherwise use or exploit your Member Content in a manner that identifies you individually (i.e., your name and identifying information will be removed from the applicable Member Content) without your consent.

BY MAKING AVAILABLE ANY MEMBER CONTENT ON OR THROUGH THE SERVICES AND BY BEING A MEMBER, YOU AGREE THAT FRIENTORU MAY USE SUCH MEMBER CONTENT, FRIENTORU CONTENT AND OTHER CONTENT IN THE MANNER DESCRIBED IN THESE TERMS, INCLUDING PROVIDING SUCH CONTENT TO THIRD PARTIES. Frientoru does not claim any ownership rights in any Member Content, and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any Member Content provided by you.

You acknowledge and agree that you are solely responsible for all Member Content that you make available on or through the Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the Services or you have all rights, licenses, consents and releases that are necessary to grant the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Frientoru’s use of the Member Content (or any portion thereof) on, through or by means of the Services, will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You also acknowledge that we reserve the right in our sole discretion and without further notice to you, to monitor, censor, edit, remove and/or delete (in whole or in part), any and all Member Content that you post on the Services at any time and for any reason (including without limitation, any Member Content that violates the section entitled “Community Guidelines and General Prohibitions”).

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). You may submit Feedback by emailing us at info@frientoru.com. You acknowledge and agree that if you submit any Feedback to us, you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

​10. COPYRIGHT POLICY

Frientoru respects copyright law and expects its users to do the same.

In accordance with the Digital Millennium Copyright Act of 1998, Frientoru will respond expeditiously to claims of copyright infringement concerning Content on the Services, in accordance with the copyright policy set forth below:

If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Services by completing a DMCA Notice of Alleged Infringement and delivering it to Frientoru’s Designated Copyright Agent. Upon receipt of the Copyright Notice, Frientoru will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Services.

DMCA Notice of Alleged Infringement (“Notice”)

Identify the copyrighted work that you claim has been infringed, or — if multiple copyrighted works are covered by this Notice — you may provide a representative list of the copyrighted works that you claim have been infringed.
Identify the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate where such material may be found.
Provide your mailing address, telephone number, and, if available, email address.
Include both of the following statements in the body of the Notice:
“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
Provide your full legal name and your electronic or physical signature.
Deliver this Notice, with all items completed, to Frientoru:

Email: info@frientoru.com

11. LINKS

The Services and Community Content may contain links to third-party websites or resources. You acknowledge and agree that Frientoru is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Frientoru of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products, or services on or available from such websites or resources.

12. TERMINATION AND ACCOUNT CANCELLATION

If you breach any of these Terms, Frientoru will have the right to suspend, disable, or terminate your Member account, at its sole discretion and without prior notice to you. Frientoru reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event Frientoru terminates these Terms for your breach, you will remain liable for any amounts you may owe as a result of your actions, if applicable.

You may cancel your Member account at any time by sending an email to info@frientoru.com.

13. DISCLAIMERS

THE SERVICE AND ALL COMMUNITY CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, FRIENTORU EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. FRIENTORU MAKES NO WARRANTY THAT THE SERVICES OR COMMUNITY CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. FRIENTORU MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR COMMUNITY CONTENT OBTAINED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FRIENTORU OR THROUGH THE SERVICES AND/OR COMMUNITY CONTENT WILL GIVE RISE TO ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT FRIENTORU DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. FRIENTORU MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS.

FRIENTORU is not responsible for the conduct of any Member. In no event shall Frientoru, its affiliates or its partners be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Services including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other Members or persons you meet through the Service.

If you have a dispute with one or more of our Members, you release Frientoru (and our officers, directors, agents, subsidiaries, and employees) from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

14. DISPUTE RESOLUTION.

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH FRIENTORU AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 12 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”.

(a) Scope of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Services as a User of the Services, to any advertising or marketing communications regarding Frientoru or the Services, to any services distributed through the Services that you received as a User of our Services, or to any aspect of your relationship with Frientoru as a User of our Services will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Frientoru may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement.

CASES HAVE BEEN FILED AGAINST FRIENTORU—AND OTHERS MAY BE FILED IN THE FUTURE—THAT ATTEMPT TO ASSERT CLASS ACTION CLAIMS, AND BY ACCEPTING THIS ARBITRATION AGREEMENT YOU ELECT NOT TO PARTICIPATE IN SUCH CASES.

IF YOU AGREE TO ARBITRATION WITH FRIENTORU, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST FRIENTORU IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.

(b) Informal Resolution. You and Frientoru agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Frientoru therefore agree that, before either you or Frientoru demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Frientoru that you intend to initiate an informal dispute resolution conference, email info@frientoru.com, providing your name, telephone number associated with your Frientoru account (if any), the email address associated with your Frientoru account, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration.   The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

(c) Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. All disputes regarding the payment of arbitrator or arbitration-organization fees including the timing of such payments and remedies for non-payment, shall be determined exclusively by an arbitrator, and not by any court. The arbitration will decide the rights and liabilities, if any, of you and Frientoru. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award, on an individual basis, monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and Frientoru.

(d) Waiver of Jury Trial. YOU AND FRIENTORU WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Frientoru are instead electing to have claims and disputes resolved by arbitration, except as specified in Section 14(a) above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.

(e) Waiver of Class or Consolidated Actions. EXCEPT AS EXPRESSLY AGREED TO IN SECTION 12(f) OF THIS AGREEMENT, YOU AND FRIENTORU AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS EXCEPT AS SET FORTH IN SECTION 12(f). CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER EXCEPT AS SET FORTH IN SECTION 12(f). If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Frientoru is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in Section 17. This provision does not prevent you or Frientoru from participating in a class-wide settlement of claims.

(f) Batch Arbitrations. To increase efficiency of resolution, in the event 100 or more similar arbitration demands presented by or with the assistance of the same law firm or organization are submitted to another arbitration provider against Frientoru within a 30-day period, the arbitration provider shall (i) group the arbitration demands into batches of no more than 100 demands per batch (plus, to the extent there are less than 100 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (ii) provide for resolution of each batch as a single arbitration with one filing fee due per side and one arbitrator assigned per batch. You agree to cooperate in good faith with Frientoru and the arbitration provider to implement such a batch approach to resolution and fees.

(g) Opt Out. Frientoru’s updates to these Terms and Conditions do not provide a new opportunity to opt out of the Arbitration Agreement for customers or Users who had previously agreed to a version of Frientoru’s Terms and Conditions and did not validly opt out of arbitration. Frientoru will continue to honour the valid opt outs of customers or Users who validly opted out of the Arbitration Agreement in a prior version of the Terms and Conditions. To opt out, you must notify Frientoru in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Frientoru username (if any), the email address you currently use to access your Frientoru account (if you have one), and a CLEAR statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us. 

(h) No Effect on users Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL SUPERSEDE, AMEND, OR MODIFY THE TERMS OF ANY SEPARATE AGREEMENT(S) BETWEEN YOU AND FRIENTORU RELATING TO USERS TERMS, INCLUDING WITHOUT LIMITATION, ANY USER AGREEMENT GOVERNING YOU AS A USER. FOR THE AVOIDANCE OF DOUBT, IF YOU ARE A USER, OPTING-OUT OF THE ARBITRATION AGREEMENT SET FORTH IN THIS SECTION 14 HAS NO EFFECT ON YOUR AGREEMENT TO ARBITRATE DISPUTES COVERED BY YOUR USER AGREEMENT WITH FRIENTORU.

(i) Survival. This Arbitration Agreement will survive any termination of your relationship with Frientoru. 

(j) Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Frientoru makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Frientoru.

15. INDEMNITY

You agree to defend, indemnify, and hold harmless Frientoru and any subsidiaries and affiliated entities, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, obligations, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services (including without limitation any Community Content), or your violation of these Terms including your violation of any third party right, including without limitation any copyright or privacy right or any claim that the content you have provided caused damage to any third party. This defence and indemnification obligation will survive these Terms of Service and your use of the Frientoru Service.

16. LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND ANY COMMUNITY CONTENT REMAINS WITH YOU. NEITHER FRIENTORU NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR COMMUNITY CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COMMUNITY CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FRIENTORU HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL FRIENTORU’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COMMUNITY CONTENT EXCEED THE GREATER OF: (I) THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO FRIENTORU (IF ANY) OVER THE THREE (3) MONTH PERIOD PRECEDING THE BRINGING OF THE APPLICABLE CLAIM; or (II) $100 US DOLLARS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FRIENTORU AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SERVICE, OR WITH ANY OF THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS SERVICE AND BY USING THE SERVICE YOU ACKNOWLEDGE THE SUFFICIENCY OF THIS REMEDY.

17. CONTROLLING LAW AND JURISDICTION

The Service is controlled and offered by Frientoru from its facilities in Hong Kong, China. Frientoru makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

These Terms and any action related thereto will be governed by the laws of Hong Kong, China without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights or any other action related to the Services or these Terms, will be the state and federal courts located in Hong Kong, China and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and Frientoru are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.

18. GENERAL

The failure of Frientoru to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Frientoru. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

(a) No Joint Venture or Partnership. No joint venture, partnership, employment, or agency relationship exists between you, Frientoru or any third-party provider as a result of this Agreement or use of the Software or Services.

(b) Choice of Law. This Agreement is governed by the laws of Hong Kong, District in China, without giving effect to any principles that provide for the application of the law of any other jurisdiction.

(c) Severability. Except as otherwise provided in this Agreement, if any provision of this Agreement is found to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

19. MISCELLANEOUS

Proprietary Rights

All trademarks, including but not limited to Frientoru, service marks, logos, trade names and any other proprietary designations of Frientoru used herein are trademarks or registered trademarks of Frientoru. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Export Control

You agree to comply fully with all Hong Kong, China and foreign export laws and regulations to ensure that neither the Services nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the Service, you represent and warrant that: (i) you are not located in a country that is subject to Hong Kong, China Government embargo, or that has been designated by Hong Kong, China Government as a “terrorist supporting” country; and (ii) you are not listed on any Hong Kong, China Government list of prohibited or restricted parties.

Entire Agreement

These Terms, the Privacy Policy, and any Notices (defined below), constitute the entire and exclusive understanding and agreement between Frientoru and you regarding the Services and all Community Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Frientoru and you regarding the Services and any Community Content.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Frientoru’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Frientoru may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications by Frientoru permitted or required hereunder, including those regarding modifications to these Terms, (“Notices”,) will be in writing and given by Frientoru (i) via email (in each case to the address that you provide); or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

20. Contact Information

For more information, kindly contact us through;

Frientoru,

www.frientoru.com

Email: info@frientoru.com