WENDR, LLC
TERMS OF SERVICE

These Terms of Service of Wendr, LLC, a Delaware limited liability company (“Wendr”), were most recently updated on February 20, 2011.

These Terms of Service govern all use of the website located at wendr.com (the “Website”) and the services, content, applications or other functionality offered by Wendr (collectively with the Website, the “Service”). These Terms of Service constitute a legally binding agreement between Wendr and you. Please read them carefuly before using the Service. By accessing the Website or using the Service in any manner you are accepting these Terms of Service.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Wendr as a resut of these Terms of Service or accessing the Website or using the Service. Wendr’s performance under these Terms of Service is subject to existing laws and legal process, and nothing contained in these Terms of Service is in derogation of Wendr’s right to comply with governmental, court and law enforcement requests or requirements relating to your access or use of the Website or Service.

ACCEPTANCE OF TERMS

The Service is offered exclusively subject to your acceptance without modification of all the terms and conditions contained herein and all other operating rues, policies (including, without limitation, Wendr’s Privacy Policy) and other procedures that may be published from time to time on the Website, which are incorporated by reference herein. By accessing any part of the Website or otherwise using the Service you agree to become bound by the terms and conditions of these Terms of Service, whether or not you are a registered member of the Website.

Wendr may, in our sole discretion, modify, add, delete or otherwise change the provisions of these Terms of Service from time to time. If you do not agree to the amended Terms of Service, you may not continue to use the Service. It is your responsibility to reguarly check the Website to determine if there have been changes to the Terms of Service.

ELIGIBILITY

The Service is intended solely for users who are thirteen (13) years of age or older. Any registration by, use of or access to the Service by anyone under 13 is unauthorized, unlicensed and in violation of the Terms of Service. By using the Service, you represent and warrant that you are age 13 or older and you agree to abide by all of the terms and conditions of these Terms of Service. Users who are age 13 or older and below eighteen (18) years of age are permitted to use or access the Website only with the consent of their parents or guardians and represent and warrant that their access is with such parental consent. Your profile may be deleted and your membership may be terminated without warning if we believe that you are under 13 years of age, if we believe that you are under 18 years of age and you have represented yourself as 18 or older, or if we believe you are over 18 and represent yourself as under 18.

Children under the age of 13 are prohibited from registering on the Service and Wendr does not knowingly collect or solicit personal information from anyone under the age of 13. If you are under 13, please do not attempt to register for the Service or send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 13 may provide any personal information to or on the Service. In the event that we learn that we have collected personal information from a child under age 13, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under age 13, please contact us at the address set forth below.

Use of the Service is void where prohibited by law.

REGISTRATION AND SECURITY

In consideration of your use of the Service, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data and any other information you provide to keep it accurate, current and complete; and (d) be fuly responsible for all use of your account and for any actions that take place using your account.

You may not, without such person’s authorization, create an account for anyone other than yourself, register or use a user name that is the name of another person or that is subject to any rights of another person, or impersonate another person.

INTELLECTUAL PROPERTY

WENDR, the W logo, FIND YOUR NIGHT, and all of Wendr’s graphics, logos, designs, page headers, button icons, scripts and service names are the trademarks, servicemarks or trade dress of Wendr in the United States and/or other countries and may not be used, including as part of trademarks, servicemarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion in the marketplace and may not be copied, imitated or used, in whole or in part, without Wendr’s prior written permission.

Website Content. All content of the Website, including, without limitation, designs, texts, images, photographs, illustrations, audio clips, video clips, artwork, graphic material, animation, and other copyrightable elements, and the selection and arrangements thereof (collectively the “Site Content”) are the property of Wendr and/or its partners and are protected, without limitation, by copyright, trademark and patent laws and common law. For purposes of these Terms of Service, the use of any Site Content on any other website or networked computer environment is prohibited. For the avoidance of doubt, the foregoing will not prohibit integration of Site Content with third party sites or services when such integration is provided as a feature of the Service. You are hereby granted a limited, non-exclusive, non-transferable license to display the Site Content for non-commercial purposes only on your own devices. Any other use of the Site Content is expressly prohibited. You may not make any modifications to any Site Content.

User Content. All content provided by users is the sole responsibility of the person who originated such content. We cannot guarantee the authenticity of any content or information provided by users. All content accessed by you using the Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resuting therefrom.

WENDR DOES NOT PRE-SCREEN OR APPROVE USER PROFILES OR POSTINGS AND CANNOT GUARANTEE THAT A USER PROFILE OR POSTING WAS ACTUALLY CREATED AND IS BEING OPERATED BY THE INDIVIDUAL OR ENTITY THAT IS THE SUBJECT OF A USER PROFILE OR POSTING. WENDR IS NOT RESPONSIBLE FOR THE CONTENT OF ANY USER PROFILE OR POSTING, OR ANY TRANSACTIONS ENTERED INTO OR OTHER ACTIONS TAKEN ON OR IN CONNECTION WITH ANY SUCH POSTING, INCLUDING HOW THE OWNER OF THE USER PROFILE OR POSTING COLLECTS, HANDLES, USES AND / OR SHARES ANY PERSONAL INFORMATION IT MAY COLLECT FROM USERS (PLEASE REVIEW THE PRIVACY POLICY IF YOU HAVE ANY QUESTIONS OR CONCERNS REGARDING THE USE OR SHARING OF YOUR PERSONAL INFORMATION).

SOME POSTS MAY NOT BE APPROPRIATE FOR ALL USERS.  FOR EXAMPLE, SOME POSTS MAY OCCUR AT AGE-RESTRICTED VENUES OR FEATURE AGE-RESTRICTED ACTIVITIES.  POSTING OF A PLAN DOES NOT CONSTITUTE AN INVITATION BY WENDR OR THE POSTER TO ENGAGE IN ANY ACTIVITY THAT IS ILLEGAL OR OTHERWISE PROHIBITED BY LAW.

Your Content. You are solely responsible for the profiles (including your name, image, likeness, and personal information), messages, notes, text, information, postings and other content that you upload, publish or display (hereinafter, "post") through the Service, or transmit to or share with other users (collectively the "Member Content"). You may not post, transmit, or share Member Content on the Service that you did not create or that you do not have permission to post. You understand and agree that Wendr may, but is not obligated to, review your Member Content and may delete or remove (without notice) any Member Content in its sole discretion, for any reason or no reason, including Member Content that in the sole judgment of Wendr violates these Terms of Service. You are solely responsible at your sole cost and expense for creating backup copies and replacing any Member Content you post or store on the Service.

When you post Member Content to the Service, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of such Member Content. By posting Member Content to any part of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to Wendr an irrevocable, perpetual, non-exclusive, transferable, fuly paid, sub-licensable worldwide license to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Member Content for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, such Member Content. You may remove your Member Content from the Service at any time. When information or your account is deleted, it will be prompty removed the active Website. This information will be subsequently deleted from Wendr’s servers, though this process may take up to thirty (30) days to complete. During this period, your information may remain on backup media. Non-personal information may be retained by Wendr.

You acknowledge that Wendr may retain archived copies of your Member Content. Wendr does not assert any ownership over your Member Content; rather, as between us and you, subject to the rights granted to us in these Terms of Service, you retain ful ownership of all of your Member Content and any intellectual property rights or other proprietary rights associated with your Member Content.

Copyright Complaints. We respect the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on the Service any materials that violate another party's intellectual property rights. When we receive proper notification of alleged copyright infringement, we promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers as described herein in accordance with the Digital Millennium Copyright Act (DMCA). If you believe that any material on the Website infringes any copyright that you own or control, you may send a written notification of such alleged infringement to us at legal@wendr.com.

In accordance with the DMCA and other applicable law, Wendr has adopted a policy of terminating, in appropriate circumstances and at Wendr’s sole discretion, members who are deemed to be repeat infringers. Wendr may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

USER CONDUCT

The Service is intended to be used in a safe and enjoyable fashion. Users of the Website or Service must not:

• Use the Service in such a way as to offend or interfere with the use by anyone else of the Service;
• Submit materials to the Service that violate any law, or in any fashion that infringe or interfere with the rights of others, including without limitation materials that (a) libel, defame, or invade the privacy of any third party, or which are obscene or pornographic; (b) infringe the intellectual property rights, including copyrights, of any third party; (c) violate any law or regulation; (d) advocate illegal activity; (e) advertise or otherwise solicit funds or are a solicitation for goods or services; (f) are treated as confidential under any contract or policy; or (g) are otherwise harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable.
• Attempt to circumvent the security systems of the Service;
• Attempt to gain access to the Service in a fraudulent manner;
• Attempt to gain access to any other user’s accounts;
• Attempt to ascertain any other user’s password and/or personal information by any means whatsoever, including without limitation, by use of the Website or any other website, or by e-mail communication;
• Attempt to use the Service for any purposes other than those intended by Wendr, as determined by Wendr in its sole discretion;
• Upload or submit any data or information that contains viruses or any other computer code, corrupt files or programs designed to interrupt, destroy or limit the functionality or disrupt any software, hardware, telecommunications, networks, servers or other equipment;
• Make commercial or non-personal use of the Service, including but not limited to the rental, sale or promotion of products;
• Harvest or collect email addresses or other contact information of other users of the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
• Upload, post, transmit, share, store or otherwise make publicly available on the Service any private information of any third party, including addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
• Solicit personal information from anyone under 18;
• If such user is under 18, represent him or herself as 18 or older;
• If such user is 18 or older, represent him or herself as under 18;
• Upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Wendr, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Wendr or its users to any harm or liability of any type; or
• Use the Service in a manner that is unlawful.

Wendr expressly reserves the right, which shall be exercised in its sole discretion, to remove any user from the Service and/or freeze the account(s) of any user who contravenes any of the provisions of these Terms of Service.

You are solely responsible for your interactions with other users of the Service. We reserve the right, but have no obligation, to monitor disputes between you and other users.

FEATURED USERS

The Service may feature the profiles of certain users (the “Featured Users”).  Featured Users are featured for informational purposes only and Wendr does not control, authorize, endorse or otherwise take responsibility for the posts, content or other actions of Featured Users.  Featured Users accept or reject each friend request at their own discretion.  You can apply to be a Featured User by clicking here.

SECURITY

You are entirely responsible for maintaining the confidentiality of your username and password. Take note that no one at Wendr will ever ask you to disclose your username or password for any reason, other than through the login process.

You are entirely responsible for all activities that occur under your account. You agree to: (a) immediately notify us of any unauthorized use of your account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Wendr will not be liable for any loss or damage arising from your failure to comply with this section. You may be required to change your password from time to time.

The Service is designed to help account holders share information with others. Certain information is shared by default with your “friends” and members of your “crews”. This information includes your name, picture, website, city of residence and bio description. You may modify the information shared with your friends or crews through your account settings. Your “plans” are shared only with the friends or crews you select. Wendr encourages you to share plans only with people you know and trust. Please review your information sharing settings prior to making new plans. All sharing of information is done at your own risk.

PRIVACY

Wendr knows that you care about how your personal information is collected, used and shared. We take your privacy seriously. We have a separate Privacy Policy that details how we treat your information. The Privacy Policy is a part of these Terms of Service and its terms are incorporated by reference herein. Please visit our Privacy Policy for details.

THIRD PARTY WEBSITES AND CONTENT

The Website may contain links to other websites ("Third Party Sites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Materials”). Such Third Party Materials are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Website or any Third Party Materials posted on, available through or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Materials. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Materials does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third Party Sites or to use or install any Third Party Materials, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Site or relating to any applications you use or install from the site.

DISCLAIMER OF WARRANTIES

THE SERVICE, WEBSITE AND ALL MATERIALS CONTAINED ON IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVERS THAT MAKE SUCH MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY INFECTIONS OR CONTAMINATIONS OF YOUR SYSTEM, OR DELAYS, INACCURACIES, ERRORS, OR OMISSIONS ARISING OUT OF YOUR USE OF THIS SITE. WE DO NOT WARRANT OR REPRESENT THAT THE WEBSITE WILL BE AVAILABLE 24 HOURS A DAY 7 DAYS A WEEK. WE ARE NOT LIABLE TO YOU FOR ANY MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE SITE. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE RESULTS OF THE MATERIALS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, ADEQUACY, COMPLETENESS, CORRECTNESS AND VALIDITY OF ANY MATERIALS RESTS WITH YOU AND YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. WE FURTHER RESERVE THE RIGHT, SOLELY IN OUR DISCRETION, TO MODIFY AND/OR DISCONTINUE THE SERVICE AT ANY TIME WITHOUT NOTICE, AND TO TERMINATE YOUR USERNAME, PASSWORD AND ACCOUNT, SHOULD YOU BE IN VIOLATION OF THESE TERMS OF SERVICE.

YOU UNDERSTAND AND AGREE THAT THE SUBMISSION OF ANY CONTENT THROUGH THE SERVICE, AND THE DOWNLOAD OR UPLOAD OF ANY MATERIAL THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR CONTENT OR IMAGE OR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT IN THE DOWNLOAD OR UPLOAD OF ANY MATERIAL. YOU ARE SOLELY RESPONSIBLE FOR CREATING BACK-UPS OF YOUR DIGITAL CONTENT.

EXCEPT AS EXPRESSLY PROVIDED IN THE PRECEDING PARAGRAPH, TO THE FULLEST EXTENT ALLOWED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES ARISING OUT OF (I) THE USE OF OR INABILITY TO USE THE SERVICE, (II) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE WEBSITE (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE OR THE SERVICE, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (V) ANY OTHER MATTER RELATING TO THE SITE OR THE SERVICE OR PRODUCTS OFFERED ON THE SITE, EVEN IF WENDR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, WENDR’S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL IN NO EVENT EXCEED $100.00

INDEMNITY

YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD WENDR, ITS AFFILIATED COMPANIES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, AGENTS, THIRD PARTY PROVIDERS, LICENSORS, AND LICENSEES (COLLECTIVELY, THE “WENDR PARTIES”) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED BY ANY OF THE WENDR PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF ANY BREACH BY YOU OF THESE TERMS OF SERVICE OR CLAIMS ARISING FROM YOUR USE OF THIS SITE OR YOUR ACCOUNT(S). YOU SHALL USE YOUR BEST EFFORTS TO COOPERATE WITH US IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME, AT OUR SOLE EXPENSE, THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.

LIMITATION OF LIABILITY AND REMEDIES

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NONE OF THE WENDR PARTIES SHALL BE LIABLE UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) THAT RESULT FROM (I) THE USE OF OR INABILITY TO USE THE WEBSITE OR SERVICE, (II) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE WEBSITE OR SERVICE, (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE WEBSITE OR SERVICE, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA THROUGH THE WEBSITE, SERVICE OR OTHERWISE, (V) ANY OTHER MATTER RELATING TO THE WEBSITE OR SERVICE AND/OR (VI) ANY OF THE MATERIALS OR FUNCTIONS OF THE WEBSITE OR SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. HOWEVER, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE EXCEED $100.

GENERAL PROVISIONS

These Terms of Service contain the entire understanding and supersedes all prior understandings or agreements between you and Wendr with respect to your use of the Website or Service. If any court holds that any provision of these Terms of Service is illegal, void or unenforceable for any reason, such court shall have the power to modify such provision and, in its modified form, such provision shall then be valid and enforceable. If, however, such court is legally prevented from modifying such provision, then such provision shall be deemed severed herefrom and shall not affect the validity and enforceability of the remaining provisions, which remaining provisions shall continue in full force and effect.

These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, and the laws of the United States of America, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to this User Agreement shall be filed only in the Federal or state courts located in New York County, New York, and you hereby irrevocably consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

If you have any questions about these Terms of Service, please contact us at legal@wendr.com.