These Terms of Use (this “Agreement”) apply to any access to or use of the Phynder mobile application (“Phynder”, “we,” or our “site”) by its users (each a “user” or “you,” and collectively, “users”) and to our servers, mobile application, features and services therefrom or use thereof, and/or any purchase of products, goods, or items (“merchandise”) on or through Phynder.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING OR ACCESSING THE SERVICES OFFERED BY PHYNDER AS THESE TERMS AND CONDITIONS LIMIT OUR LIABILITY AND CONSTITUTE A BINDING LEGAL CONTRACT. BY USING OR ACCESSING PHYNDER AND USING THE FEATURES AND SERVICES THEREON, YOU SIGNIFY YOUR ASSENT TO THIS AGREEMENT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT ASSENT TO THIS AGREEMENT, PLEASE DO NOT USE OR ACCESS PHYNDER.

This Agreement is an electronic contract that establishes the legally binding terms you must accept to use the site. By accessing and using the site, you (i) represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement and (ii) accept this Agreement and agree to the terms, conditions and notices contained or referenced herein and consent to have this Agreement and all notices provided to you in electronic form. To withdraw this consent, you must cease using the site and terminate your account. Please print a copy of this Agreement for your records. To receive a non- electronic copy of this Agreement, please contact us at contact@phynder.com. This Agreement may be modified by Phynder from time to time, such modifications to be effective upon posting by Phynder in the site.

1. Phynder Platform. Phynder provides a mobile user-to-user classified listing platform which allows users who comply with this Agreement to offer, sell, and buy merchandise directly from other users. Since Phynder merely provides a platform for users to offer, sell, and buy merchandise, Phynder does not have: (i) control over the quality, safety, morality, or legality of any aspect of the merchandise listed on the site, the truth or accuracy of the listings, or the ability of sellers to sell merchandise or the ability of buyers to pay for merchandise; (ii) the capability to pre-screen or approve users or the information provided by users on our site; or (iii) the ability to ensure that a buyer or seller will actually complete a sale transaction (a “transaction”) and transfer legal ownership of merchandise sold through the site.  

2. User Access And Eligibility. In order to use the site and its services, you must be sixteen (16) years of age or older and have registered for a valid account with Phynder (an “account”). To help protect and verify the identity of its users, Phynder only allows users to create and authenticate an account by connecting to Phynder via their Facebook profile login username and password during account registration. When creating an account using your Facebook login, you authorize us to access and use certain Facebook account information, including but not limited to your public Facebook profile and information about Facebook friends you might share in common with other Phynder users. For more information regarding the information we collect from you and how we use it, please consult our Privacy Policy. 

By creating and registering an account, you represent and warrant that: (i) all information you submit upon creation of your account, including information submitted from your Facebook account, is accurate, current, complete, and truthful; (ii) you will promptly update any information provided by you that subsequently becomes inaccurate, incomplete, misleading, or false; (iii) you are at least 16 years of age; (iv) you have never been convicted of a felony and that you are not required to register as a sex offender with any government entity; (v) you have the right to grant the licenses and use the site as set forth below; and (vi) you will comply with all applicable local laws. Using the site may be prohibited or restricted in certain countries. If you access or use the site from outside of the United States, you are responsible for complying with the laws and regulations of the territory from which you access or use the site.

3. Term And Termination. This Agreement will remain in full force and effect while you use the site and/or have a Phynder account. You may disable your account at any time, for any reason, by following the instructions in “Settings” in the site. Phynder may terminate or suspend your account at any time without notice if Phynder believes that you have breached this Agreement, or for any other reason, with or without cause, in its sole discretion. Upon such termination or suspension, you will not be entitled to any refund of unused fees for in app purchases. Phynder is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account. After your account is terminated for any reason, all terms of this Agreement survive such termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.

4. Your Interactions With Other Users. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT PHYNDER CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR SCREENINGS ON ITS USERS. PHYNDER ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ALL OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS. PHYNDER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OR THEIR COMMUNICATIONS WITH ANY CURRENT OR FUTURE USERS. PHYNDER RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS, AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.

Phynder is not responsible for the conduct of any user. As noted in and without limiting Sections 14 and 16 below, in no event shall Phynder, 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 site including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from communications, purchases, transactions, or meetings with other users or persons you meet through the site. You agree to take all necessary precautions in all interactions with other users, particularly if you decide to communicate or transact off the site or meet in person, or if you decide to send money to another user. 

5. Account Security. You are solely responsible for all activities that occur under your username. You are responsible to maintain the confidentiality of your password and will be fully responsible for all activities, liabilities, and damages resulting from your failure to maintain the confidentiality of your password. In the event that you become aware of any disclosure or unauthorized use of your username or password or any other breach of security, you must immediately notify Phynder of the breach and Phynder will attempt to resolve the breach to the best of its ability. We cannot and will not, however, be liable for any loss or damage arising from such a breach or from your failure to keep your password secure. 

6. User Submissions And Content. 

Phynder offers users the opportunity to post, upload, publish, link to, transmit, record, display or otherwise make available (hereinafter, “post”) on the site or to transmit to other users information, messages, chat, comments, photographs, videos (including streaming videos), profile text, artwork, and other content or materials, whether publicly posted or privately transmitted, about merchandise (each a “user submission”). You are solely responsible for your user submissions. By making a user submission, you represent and warrant that (i) you possess legal ownership of such merchandise; (ii) you are legally permitted to sell such merchandise; and (iii) all aspects of the merchandise, including its description on the site, are accurate and correct in all material respects and complies with all published policies of Phynder. You agree that any user submission you place on the site may be viewed by other users and may be viewed by any person visiting or participating in the site.

You agree not to post, upload, display, transmit, or otherwise make available to Phynder or any other user (either on or off the site), any user submissions or other material that: 

      • is unlawful, libelous, defamatory, harmful, offensive, inaccurate, incomplete, abusive, obscene, profane, vulgar, sexually explicit, threatening, intimidating, harassing, hateful, racially or ethnically offensive, or any material that infringes or violates another person’s rights (including, but not limited to, intellectual property rights and rights of privacy and publicity);
      • promotes racism, sexism, bigotry, hatred, or physical harm of any kind against any group or individual;
      • advocates harassment or intimidation of another person;
      • requests money from, or is intended to otherwise defraud, other users of the site;
      • involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming” (or “spimming”, “phishing”, “trolling” or similar activities);
      • promotes information that is false, misleading, or constitutes an unfair or deceptive trade practice;
      • promotes illegal activities (such as prostitution, slavery, trafficking, terrorism, illegal drug use) or conduct that is defamatory, libelous, or otherwise objectionable;
      • promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
      • infringes on any third party patent, trademark, trade name, corporate name, trade secret, copyright, publicity, or other proprietary or property rights; 
      • contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);
      • contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
      • provides material that exploits people in a sexual, violent, or other illegal manner, or solicits personal information from anyone under the age of 18;
      • provides instructional information about illegal activities such as making or buying illegal weapons or drugs, violating someone’s privacy, or providing, disseminating, or creating computer viruses;
      • contains viruses, time bombs, Trojan horses, cancelbots, worms, malware, or other harmful, malicious, or disruptive codes, scripts, routines, components, devices, files, or programs, such as those designed to steal user information or alter, interrupt, impede, limit, or destroy the performance and/or functioning of any software, hardware, or other equipment;
      • impersonates, or otherwise misrepresents affiliation, connection or association with, any person or entity;
      • provides information or data you do not have a right to make available under law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information);
      • disrupts the normal flow of dialogue, causes a screen to “scroll” faster than other users are able to type, or otherwise negatively affects other users’ ability to engage in real time exchanges;
      • solicits passwords or personal identifying information for commercial or unlawful purposes from other users or disseminates another person’s personal information without his or her permission; and
      • publicizes or promotes commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.

You understand and agree that Phynder may, but is not obligated to, monitor or review any user submissions you post on the site. Phynder shall have no obligation to store, keep copies of, or return any user submissions. Phynder reserves the right to delete any user submissions, in whole or in part, that in the sole judgment of Phynder violates this Agreement or may harm the reputation of Phynder or the site.

By making a user submission, you automatically grant to Phynder, its affiliates, licensees, and successors, an unrestricted, royalty-free, perpetual, irrevocable, sub-licensable, and fully paid-up right and license to use, copy, reproduce, store, record, play, modify, adapt, publish, translate, create derivative works from, incorporate into other works, distribute, perform, and display such user submission throughout the world in any and all media and formats, whether now known or hereafter developed, for any purpose whatsoever, without payment of compensation or acknowledgement of its source. You further agree that any user submission provided will not contain any confidential, proprietary, or trade secret information of any third party, and will not be treated as confidential by Phynder. You represent and warrant that any posting and use of your user submission by Phynder will not infringe or violate the rights of any third party. You further agree that Phynder is free to use any ideas, concepts, or know-how that you or individuals acting on your behalf provide to Phynder without any monetary or other obligation to you. 

Phynder reserves the right, in its sole discretion, to investigate and take any legal action against anyone who violates this provision, including removing the offending communication from the site and terminating or suspending the account of such violators.

Your use of the site, including all user submissions you post through the site, must comply with all applicable laws and regulations. You agree that Phynder may access, preserve, and disclose your account information and user submissions t if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any user submission violates the rights of third parties; (iv) respond to your requests or allow you to use the site in the future; or (v) protect the rights, property, or personal safety of Phynder or any other person.

7. Prohibited Activities. Phynder reserves the right to investigate, suspend, and/or terminate your account if you have misused the site or behaved in a way Phynder regards as inappropriate or unlawful, including actions or communications that occur off the site but involve users you meet, transact, or connect with through the site. The following is a partial list of the type of actions that you may not engage in with respect to the site. You will not:

    • impersonate any person or entity;
    • solicit money from any users;
    • make a user submission or post other content/material that is prohibited by Section 6;
    • “stalk” or otherwise harass any person;
    • contact, advertise to, solicit, or sell to any other user off the site without his or her prior explicit consent;
    • express or imply that any statements you make are endorsed by Phynder without our specific prior written consent;
    • use the site in an illegal manner or to commit an illegal act;
    • access the site in a jurisdiction in which it is illegal or unauthorized;
    • ask or use users to conceal the identity, source, or destination of any illegally gained money or products;
    • use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the site or its contents;
    • collect usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the site;
    • interfere with or disrupt the site or the servers or networks connected to the site;
    • email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; 
    • forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the site (either directly or indirectly through use of third party software);
    • “frame” or “mirror” any part of the site, without Phynder's prior written authorization;
    • use meta tags or code or other devices containing any reference to Phynder or the site (or any trademark, trade name, service mark, logo or slogan of Phynder) to direct any person to any other website for any purpose;
    • modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the site any software used on or for the site, or cause others to do so;
    • post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any content or information obtained from the site other than solely in connection with your use of the site in accordance with this Agreement.

8. Feedback. Any comments or materials sent to us, including, but not limited to, ideas, questions, comments, suggestions, feedback, or the like regarding Phynder, the site, or any features, products, or services thereon (collectively, “Feedback”), is non-confidential and shall become our sole property. We shall have no obligation to you of any kind, monetary or non-monetary, with respect to such Feedback and shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works from, and distribute the Feedback to others without limitation or obligation.

9. Purchases and Other Transactions. If you wish to purchase any merchandise on Phynder, buyers will be asked to login to their Venmo or Paypal account and make a payment directly to the seller’s Venmo or Paypal account within fourteen (14) days of the transaction having been accepted by the seller. Although we do not recommend it, buyers may alternatively make arrangements with sellers to pay by other means, such as cash, check, or using other third-party payment processors, but do so at their own risk. We do not process payments nor maintain your credit card information. Sellers must also provide and maintain valid payment information on Venmo, Paypal, or any other third-party payment processors at all times and may not sell or transfer their account to any other user or third-party at any time following the approval of a transaction. Any payment information provided will be treated by Phynder in accordance with the terms and conditions of this Agreement and our Privacy Policy. Verification of information may be required prior to the acknowledgment or completion of any transaction. These third-party payment processors have separate Terms and Conditions that you must agree to as part of the checkout process. We are not responsible for those Terms and Conditions or for the security and privacy of any credit card or other personal information that you submit through them. 

You agree to pay all charges that may be incurred by you or on your behalf through Phynder, at the price(s) in effect when such charges are incurred, including without limitation all shipping and handling charges. All sale transactions made through Phynder are binding. The seller is obligated to ship the order or otherwise complete the transaction upon payment by buyer within the time agreed or otherwise in a reasonably prompt manner, unless there are exceptional circumstances, such as either buyer’s failure to meet the terms of the seller’s listing or the seller cannot authenticate the buyer’s identity. Phynder does not and is under no obligation to monitor, enforce, guarantee, insure, or ensure the performance of any transactions, agreements, terms, or payments between buyers and sellers or to resolve any disputes between them. 

10. Fees. The site is free for users to join, create an account, to list merchandise for sale on the site or to make an offer on merchandise being sold by another user. For payments to seller’s Paypal account, Phynder charges users a transaction fee of 1% percent of the total sale price of the merchandise sold through any transaction (the “transaction fee”) on the site. There is currently no transaction fee for making payments to a seller’s Venmo account. Users are responsible for all transaction fees and applicable taxes associated with each transaction.

11. Modifications Of Services Offered.  Phynder also reserves the right, with or without prior notice, (a) to change product or service descriptions, images and references; (b) to limit the available quantity of any product or service; (c) to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code, incentive offer or other promotion; (d) to prevent or prohibit any user or customer from making any or all transaction(s); and/or (e) to refuse to provide any user or customer with any product or service.  Price and availability of any product or service offered through Phynder are subject to change without notice. Phynder shall not be responsible for any errors in the prices, descriptions, or expected delivery time of such products or services. 

Phynder reserves the right at any time to modify or discontinue, temporarily or permanently, the site (or any part thereof) with or without notice. You agree that Phynder shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the site. To protect the integrity of the site, Phynder reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the site.

12. Content. No content from Phynder may be copied, reproduced, republished, uploaded, posted, re-delivered using framing technology, transmitted, displayed, performed, distributed, or used in any way without Phynder’s prior written permission. No permission is granted to use Phynder’s icons, addresses, or other means to hyperlink other web Apps with any page on the site. Prior written permission must be obtained from Phynder to hyperlink in any manner to our site. Phynder reserves the right in its sole discretion to terminate this permission at any time with or without notice for any or for no reason.

13. Intellectual Property Ownership. Phynder respects the intellectual property of others and requests that users of Phynder and the site do the same. All information, materials, images, software, photographs, articles, functions, text and other content contained on or offered through the site and all copyrights, trademarks, and other intellectual property rights in or relating to the content are the sole property of Phynder, content providers, users or other third parties. Phynder and all of its content and the selection and arrangement thereof, is protected as a compilation owned by Phynder under the copyright laws of the United States and other countries.

Unless otherwise noted, Phynder and all other trademarks, service marks, trade names, and logos displayed on Phynder are the trademarks, servicemarks, trade names, and logos of Phynder. All other trademarks, logos and service marks are the property of their respective owners.  Nothing on the site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, trade name, logo or service mark displayed on the site without the owner’s prior written permission. Unauthorized use of Phynder’s and all other trademarks, service marks, trade names, and logos displayed on the site is strictly prohibited.

14. Disclaimers. 

You acknowledge and agree that Phynder, or its affiliates and third party partners, are not responsible for and shall not have any liability, directly or indirectly, for any loss or damage, including personal injury or death, as a result of or alleged to be the result of (i) any incorrect or inaccurate content posted in the site, whether caused by users or any of the equipment or programming associated with or utilized in the site; (ii) the timeliness, deletion or removal, incorrect delivery or failure to store any Content, communications or personalization settings; (iii) the conduct, whether online or offline, of any user; (iv) any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any user or user communications; or (v) any problems, failure or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to users or to any other person’s computer or device related to or resulting from participating or downloading materials in connection with the Internet and/or in connection with the site. ALL INFORMATION, CONTENT, SERVICES, AND MERCHANDISE ACCESSED FROM OR THROUGH PHYNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE MAKE NO WARRANTY AS TO THE ACCURACY, RELIABILITY, OR CONDITION OF THE INFORMATION, CONTENT OR MERCHANDISE PROVIDED THROUGH PHYNDER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PHYNDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT ACCESS TO OR USE OF PHYNDER WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT PHYNDER OR THE SERVERS THAT MAKE PHYNDER AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR DEVICE, COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL. IF YOU DO NOT ACCEPT THIS LIMITATION OF LIABILITY, YOU ARE NOT AUTHORIZED TO DOWNLOAD OR OBTAIN ANY MATERIAL THROUGH THE SERVICE.

, COMPLETENESS, USEFULNESS,

From time to time, Phynder may make third party opinions, advice, statements, offers, or other third party information or content available through the site. All third party content is the responsibility of the respective authors thereof and should not necessarily be relied upon. Such third party authors are solely responsible for such content. PHYNDER DOES NOT: (I) GUARANTEE THE CORRECTNESS, ACCURACY, RELIABILITY, CONDITION, COMPLETENESS, USEFULNESS, OR OTHERWISE OF ANY THIRD PARTY CONTENT PROVIDED THROUGH THE SITE, OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY THAT APPEARS IN THE SITE. UNDER NO CIRCUMSTANCES WILL PHYNDER OR ITS AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED IN THE SITE, OR TRANSMITTED TO OR BY ANY USERS.

In addition to the preceding paragraph and other provisions of this Agreement, any advice that may be posted in the site is for informational and entertainment purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. Phynder makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the site. If you have specific concerns or a situation arises in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.

15. Links. The site may contain, and the site or third parties may provide, advertisements, and promotions offered by third parties and links to other web sites or resources. You acknowledge and agree that Phynder is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, information, statements, advertising, goods or services, or other materials on or available from such websites or resources. Your correspondence or business dealings with, or participation in promotions of, third parties found in or through the site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You further acknowledge and agree that Phynder shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, information, statements, advertising, goods or services or other materials available on or through any such website or resource.

16. Limitation on Liability and Time To Sue. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL PHYNDER, ITS AFFILIATES, BUSINESS PARTNERS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, RELIANCE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF GOODWILL, DAMAGES FOR LOSS, CORRUPTION OR BREACHES OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS, AND PROCUREMENT OF SUBSTITUTE SERVICES, RESULTING FROM OR IN CONNECTION WITH USE OF PHYNDER, ITS CONTENT, INFORMATION, OR FROM THE PURCHASE OR USE OF MERCHANDISE FROM OR THROUGH PHYNDER, OR FOR ANY ERRORS OR OMISSIONS IN THE TECHNICAL OPERATION, INFORMATION, OR CONTENT ON PHYNDER, EVEN IF PHYNDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PHYNDER’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO PHYNDER FOR THE SERVICE WHILE YOU HAVE AN ACCOUNT. 

YOU AGREE THAT, REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO PHYNDER, THE SITE, OR THE TERMS OF THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

17. Indemnity By You. By accessing or using Phynder, you agree to be solely responsible and liable for and agree to indemnify, hold harmless, and defend Phynder, its subsidiaries, and affiliates, and its and their officers, directors, agents, partners, and employees, from and against any losses, liabilities, claims, costs, damages, or demands, including but not limited to reasonable attorney's fees, made by any third party due to or arising out of your breach of or failure to comply with this Agreement (including any breach of your representations and warranties contained herein); any user submissions, content, or postings you post on or transmit to in the site; any claim for infringement of copyright, trademark, patent or other proprietary rights; and the violation of any law or regulation by you. Phynder reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Phynder in connection therewith.

18. Notice. Phynder may provide you with notices, including those regarding changes to this Agreement, using any reasonable means now known or hereafter developed, including by email, regular mail, SMS, MMS, text message, or postings in the site. Such notices may not be received if you violate this Agreement by accessing the site in an unauthorized manner. You agree that you are deemed to have received any and all notices that would have been delivered had you accessed the site in an authorized manner.

19. Copyright Policy And Complaints. Phynder respects the intellectual property of others. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. If you believe that your work has been copied in a way that constitutes copyright infringement and is located on site, you may submit a notification of claimed infringement under the Digital Millennium Copyright Act (“DMCA”) containing the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works at a single online App are covered by a single notification, a representative list of such works at that App; (c) 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 us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as your address, telephone number and e-mail address; (e) a statement that your claim of infringement is based on 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 (f) a statement that the information you have provided is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf of an exclusive right that is allegedly infringed.

You acknowledge that, if you fail to comply with substantially all of the above requirements of this section, your DMCA notice may not be valid and we may not be able to remove infringing content. All notices of claimed infringement should be sent to Phynder’s copyright agent, whose contact information is noted below:

NOV8 Apps LLC

E-mail: contact@phynder.com

Phynder reserves the right to terminate the accounts of repeat infringers.

20. Governing Law; Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to its conflicts of law principles. Any claim or dispute arising out of or relating to this Agreement shall be adjudicated in the state and/or federal courts of the State of New York, County of New York, and you submit and consent to the exclusive personal jurisdiction and venue in such courts. 

21. Entire Agreement; Other. ,with the Privacy Policy and any specific guidelines or rules that are separately posted for particular services or offers in the site,  If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. No delay or failure by Phynder to take action under this Agreement will constitute a waiver of any of the provisions contained herein, or rights provided hereby, unless expressly waived in writing by Phynder. No single waiver will constitute a continuing or subsequent waiver. You agree that your account is non-transferable and all of your rights to your profile or contents within your account terminate upon your death. No agency, partnership, joint venture or employment is created as a result of this Agreement and you may not make any representations or bind Phynder in any manner.

22. Amendments. Phynder may, at any time and in its sole discretion, amend, modify, delete or add to the terms and conditions of this Agreement.  User’s use of Phynder after such amendments have been posted constitutes user’s agreement with and acceptance of such amendments.

 

Effective: November 10, 2014