TERMS

These standard Terms (the “Customer Terms”) describe your rights and responsibilities when using our products and/or services (both, the “Services”). Please read them carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are being invited to use the Services by a Customer, the User Terms of Service (the “User Terms”) govern your access and use of the Services.

First Things First

These Customer Terms Form a Part of a Binding “Contract”

These Customer Terms and, if applicable, any Order Form(s) (defined below) together form a binding “Contract” between Customer and us. “We,” “our” and “us” refers to Friendlybuzz Company, PBC.

Your Agreement On Behalf of “Customer”

If you purchase services, enter into an Order Form, access or invite users to access the Services, or use or allow use of the Services, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding.

BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, OR (3) ACCESSING OR USING PAID OR FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THE CONTRACT. IF THE INDIVIDUAL ACCEPTING THE CONTRACT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THE CONTRACT AND MAY NOT USE THE SERVICES.

Customer Choices and Instructions

Who is “Customer”?

“Customer” is the entity or entities that you represent in agreeing to the Contract.

Access

Access to the services may be procured via an order form or other agreement (e.g. a licensing or partnership agreement) entered into between Customer and us (each, an “Order Form”). Each person allowed by the Contract to use the Services (each, an “Authorized User”) must agree to the User Terms in order to access the Services.

Purchasing Decisions

We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy, access or use our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.

Feedback is Welcome

The more suggestions our customers make, the better the Services become. If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel. If we choose not to implement the suggestion, please don’t take it personally. We appreciate it nonetheless.

Please review our Privacy Policy (accessible at www.thefriendlybuzz.com/privacy) for more information on how we collect and use data relating to the use and performance of our websites and products, and which is an integral part of these Customer Terms.

Customer and Authorized Users

Use of the Services

Customer must comply with the Contract and ensure that its Authorized Users comply with the Contract and the User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. The Services are not intended for and should not be used by anyone under the age of 16. Customer must ensure that all Authorized Users are over 16 years old. Customer is solely responsible for providing high speed internet service for itself and its Authorized Users to access and use the Services.

Our Removal Rights

If we believe that there is a violation of the Contract we may ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action at our sole discretion.

Payment Obligations

Payment Terms

For Customers that purchase our Services, fees (which might in certain cases be zero) are specified in the Order Form(s) — and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. If we agree to invoice Customer by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.

Credits

Any credits that may accrue to Customer’s account (for example, from a promotion), will expire following expiration or termination of the applicable Contract, will have no currency or exchange value, and will not be transferable or refundable.

Downgrade for Non-Payment

If any fees owed to us by Customer are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, terminate the Services until those amounts are paid in full, so long as we have given Customer ten (10) or more days’ prior notice that its account is overdue. Customer acknowledges and agrees that this will result in a full or partial decrease in features and functionality.

Our Intellectual Property

We own and will continue to own our Services, including all related intellectual property rights. We own all data that is created or otherwise processed by us or through our Services (including, for the avoidance of doubt, data created or processed through the usage of our Services, such as for example a recording of a call between two persons using our system), and we own all data that is hosted on our servers or on our third party servers (e.g. AWS). We may make software components available, via app stores or other channels, as part of the Services. All of our rights not expressly granted by this license are hereby retained. In the event Customer has any rights over data created or processed through our Services or the use thereof, Customer hereby assigns to us all existing and future rights, including intellectual property rights, in said data and all materials embodying these rights. Insofar as they do not vest automatically by operation of law or under this agreement, Customer holds legal title in these rights on trust for us. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the components referenced above, and to use data created or processed through our Services, solely as necessary to use the Services and in accordance with the Contract and the User Terms and any purpose of use set out therein.

Term and Termination

Contract Term

The Contract remains effective until all services purchased under the Contract have expired or access to the Services have been terminated or the Contract itself terminates. Termination of the Contract will terminate all services and all Order Forms.

Termination for Cause

We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its Authorized Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law.

For any breach of the Contract by us, Customer’s exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”.

Termination Without Cause

We may terminate Customer’s use of the Services without cause.

Effect of Termination

Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all services after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those services after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

Improvement of Services

For the avoidance of doubt, we may access data on our servers, including for the avoidance of doubt data created by, or otherwise including data from, of or relating to, users, including for any of the following reasons: to train models for use by services and as features, new and/or existing; to improve services and features, new and/or existing; to conduct research and development of products and/or services, new and/or existing; or as otherwise provided in an agreement between us and Customer. For the avoidance of doubt, we retain all and exclusive ownership in and to any results.

Representations and Warranties

Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Contract and the User Terms.

Customer warrants they are in full compliance with all applicable laws and that they have obtained all necessary consents to enable satisfactory and full compliance of the Contract. Customer also warrants that all persons that are using or have used or otherwise are or have been involved with or impacting the Services (in any capacity, for example and including but not limited to persons participating or having participated in any phone calls or other interactions) are aware of the terms of the Contract, including the Privacy Policy.

THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

IN NO EVENT WILL FRIENDLYBUZZ COMPANY, PUBLIC BENEFIT CORPORATION AND ITS EXTENDED FAMILY’S (WHICH INCLUDES US) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.

IN NO EVENT WILL ANY MEMBER OF THE FRIENDLYBUZZ COMPANY, PUBLIC BENEFIT CORPORATION EXTENDED FAMILY (WHICH INCLUDES US) HAVE ANY LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHERE EXCLUSIONS OF LIABILITY AS SET OUT ABOVE ARE NOT ENFORCEABLE UNDER APPLICABLE LAW, OUR LIABILITY WITH RESPECT TO THE SERVICES SHALL NOT EXCEED $1,000.00.

THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, if such information is correctly provided by an unauthorized third party logging into and accessing the Services, or if the Services have otherwise been unauthorizedly accessed or used.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.

Customer's Indemnification of Us

Customer will defend us and the members of the Friendlybuzz Company, Public Benefit Corporation’s extended family (collectively, the “FB Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its Authorized Users’ violation of the Contract or the User Terms (a “Claim Against Us”), and will indemnify the FB Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a FB Indemnified Party in connection with or as a result of, and for amounts paid or to be paid by a FB Indemnified Party under a reasonable settlement in connection with a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the non-exclusive defense and control, and cooperate with any reasonable requests assisting Customer’s defense.

Limitations on Indemnifications

Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld).

Survival

The sections titled “Feedback is Welcome,” ”Privacy Policy,” “Third Party Services,” “Our Removal Rights,” “Use of the Services,” “Our Removal Rights,” “Payment Terms,” “Credits,” “Our Intellectual Property”, “Effect of Termination,” “Improvement of Services,” “Representations and Warranties,” “Limitation of Liability,” “Customer’s Indemnification of Us,” “Limitations on Indemnifications,” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” and all provisions that, in order to give proper effect to its intent, should survive the termination or expiration of the Contract, will survive any termination or expiration of the Contract.

General Provisions

Force Majeure

Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action. For the avoidance of doubt, to the fullest extent provided by law, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the website or any services or items obtained through the website or to your downloading of any material posted on it, or on any website linked to it.

Relationship of the Parties; No Third Party Beneficiaries

The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.

Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer through the Services (e.g., a notification). Notices to us should be sent to hello@thefriendlybuzz.com, with NOTICE in uppercase in the subject matter. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.

Modifications

As our business evolves, we may change these Customer Terms and the other components of the Contract. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. Material revisions of the Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change with no notice required. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that access or use will constitute Customer’s acceptance of any revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.

Assignment

Except with respect to our extended family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying us of any changes. Any purported assignment in violation of this section is void.

Jurisdiction and Venue

In the event of a dispute arising out of or relating to the Contract, including any question regarding its existence, validity or termination, the parties shall first seek settlement of that dispute by mediation in accordance with the LCIA Mediation Rules, which Rules are deemed to be incorporated by reference into this clause. If the dispute is not settled by mediation within 90 days of the commencement of the mediation, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The language to be used in the mediation and in the arbitration shall be English. The governing law of the contract shall be the substantive law of England & Wales. In any arbitration commenced pursuant to this clause, (i) the number of arbitrators shall be three; and (ii) the seat, or legal place, of arbitration shall be London. The parties expressly agree that the mediation and arbitration, as the case may be, shall be kept strictly confidential, including the fact that mediation and arbitration, as the case may be, may, has or is taking place, along with the information thereon, which shall only be revealed to the arbitral tribunal, the LCIA, the parties, their attorneys, and any person essential to the development of the arbitration proceedings, except if such disclosure is required so as to satisfy obligations set out by law or by any competent authorities.

Entire Agreement

The Contract, including these Customer Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the provisions most beneficial to us will prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.

Effective: December 31, 2023

‍