Terms and Conditions

1. General

About BFRIENDZ. BFRIENDZ is a social engagement platform that facilitates interactions and communications between the Users (the "Interactions"). The Company provides enhanced matchmaking features to better align User preferences. The Company does not offer for sale, sell, or provide any services pertaining to the Interactions nor does the Company intervene into the Interactions.

The Company reserves the right to limit the use of BFRIENDZ in certain countries and territories.

License to use BFRIENDZ. The Company grants the Users a personal, revocable, non-exclusive, non-transferable and limited license to use BFRIENDZ pursuant to this Agreement.

Minors. BFRIENDZ is not marketed or intended to be used by persons under the age of 18.

Disclaimer. Although the Company regularly monitors the information available on BFRIENDZ, the Company cannot guarantee the accuracy, reliability, relevance, and completeness of the information available on BFRIENDZ, neither provided by the Company nor by the Users. The Company hereby expressly disclaims any and all liability for the information provided by the Users through BFRIENDZ, including, without limitation, the information about the origin or other specifications of the Invites.

Third-party links and advertising. BFRIENDZ may contain links to websites, applications, and other online sources owned and operated by third parties. BFRIENDZ may also feature information and advertisements provided by the Users and third parties. The Company is not responsible or liable in any manner for the content of such third-party links, information, and advertisements, as well as the security and privacy practices deployed by the operators of third-party websites.

Privacy. Users' personal data is processed in accordance with BFRIENDZ Privacy Notice, which describes in detail what personal data the Company collects through BFRIENDZ, for what purposes such data are used, what security measures the Company implements, what rights the Users may exercise with regard to their personal data, and other important privacy-related matters.

Other relevant terms. The below-listed documents also govern the User's access and use of BFRIENDZ; they are incorporated by reference into this Agreement and should be read and interpreted together with this Agreement:

• BFRIENDZ Acceptable Use Policy;
• The terms and conditions of the respective Interactions; and
• Other individual terms and conditions made available by the Company through BFRIENDZ.

2. The Account

Section 2 provides an overview of the requirements that you must meet before registering your Account on BFRIENDZ.

Registration and acceptance. In order to access the full functionality of BFRIENDZ, including the posting and accepting the Invites pertaining to the Interactions (the "Invites"), you must create a user account (the "Account"). During the Account registration process, you will be asked to submit your personal details, read the BFRIENDZ Privacy Notice, and accept this Agreement. Optional identity verification may be available to you. The Company reserves the right to decline registration of any Account for any reason whatsoever, at its sole discretion.

Account eligibility. By registering the Account, you acknowledge and agree that:

• You are fully aware of the functions and limitations of BFRIENDZ and your Account;
• You have read all documents referred to in this Agreement and agree to abide by them;
• You agree to comply with all provisions of this Agreement and all applicable laws;
• You agree not to provide or accept any products or services under the Invites that are regulated by government authorities, unless you have applicable licenses to provide such products or services;
• You have the full legal capacity to conclude legally binding agreements;
• You will provide full, complete, and accurate information, including personal data, and agree to amend it as soon as any changes to it occur;
• You are solely responsible for any activity that occurs through your Account and shall not hold the Company liable in this regard, for any reason whatsoever;
• You are not under any type of judicial interdiction;
• You will register a single Account (multiple Accounts registered by the same person are not allowed); and
• You are a human individual and not a machine (machine-generated Accounts are not allowed).

Authorisation. If you act on behalf of a business entity in accepting this Agreement or registering the Account, you warrant and undertake that you have the requisite power and authority to act on behalf of that entity and bind the entity to this Agreement. By creating the Account and providing details of a business entity, you confirm that you are an authorised employee, contractor, or representative of the business entity. The Company shall not be responsible in any manner and bear no liability for your activities carried out without such authorisation.

The Profile. To complete the registration of the Account, you will be requested to complete your User profile (the "Profile"). You acknowledge and agree that your profile may be visible to other users of BFRIENDZ by default, unless you adjust your privacy settings. You must (i) provide true, complete, accurate, and up-to-date information when completing your Profile and (ii) update the Profile information as soon as any changes thereto occur. A profile authenticity badge is introduced to indicate verified Users. You are not allowed to provide any information about yourself or any third parties that is false, misleading, defamatory, or erroneous, including, without limitation information about your identity, location, education, skills, professional experience, clients, certifications, business, or the Invites. The Company is not responsible for the truthfulness, completeness, and accuracy of the said information. The Company reserves the right to suspend or terminate any Account that provides false or misleading information or otherwise violates any provision of this Agreement. BFRIENDZ provides general information about the Users and displays the Profiles as created by the Users. The Company does not endorse any Users and BFRIENDZ features only a limited list of the available service providers in the given area.

Ranking. On BFRIENDZ, the Invites are presented according to the ranking algorithms that may take into account, without limitation, list pages, search pages, number of clicks, purchased boosts, popularity of the Invites, and recommendations. The Company reserves the right, at its own discretion, to manage the ranking algorithm and bears no responsibility for the ranking of the Invites on BFRIENDZ.

Identity and location verification. The Company may make optional identity and/or location verification available to Users. Verification, where used, may be facilitated by a third-party provider. Details about verification processing, roles, and data retention are described in our Privacy Notice. You may be asked to provide information or documents to complete optional verification. Access to certain features may be temporarily limited while verification is in progress. See our Privacy Notice for details on roles and data retention.

3. Relationship between the Company and the Users

Section 3 discusses the rules governing the relationship between the Company and the Users.

Company's responsibility with regards to the Interactions. The Company provides BFRIENDZ for the purpose of facilitating the Interactions. The Company does not intervene into the Interactions, the provision or acceptance of the Invites, as well as conclusion and execution of any other agreements by and between the Users, including any agreements concluded by and between the Users (the "Contracts"), whether on BFRIENDZ or outside BFRIENDZ. Unless explicitly specified otherwise on BFRIENDZ, the Company's responsibilities with regards to the Interactions, the Invites, and the Contracts are limited to facilitating the availability of BFRIENDZ. By using BFRIENDZ, the User acknowledges and agrees that the Company is not a party to the Interactions, Invites, and Contracts, and does not provide any information or warranties related thereto. Therefore, the Company will not be liable for any direct, indirect, consequential, or incidental loss or damage that results from the Interactions, Invites, and Contracts, except to the extent such liability cannot be excluded under applicable consumer protection laws. In case there is a conflict between this Agreement and the terms of any agreements between the Users, this Agreement shall prevail.

Feedback. The Users are entitled to leave feedback about other Users in the form of reviews, comments, indicators of satisfaction, or ratings (collectively, the "Feedback"). None of the references provided by the Company or the Users on BFRIENDZ in relation to any User, including the Feedback, represents endorsement, certification or guarantee about any User, as well as the information or Invites provided by that User. The said references are based solely on unverified data that the Users voluntarily provide; the Company features references solely for the convenience of the Users. The User hereby grants the Company perpetual, royalty-free, irrevocable and worldwide rights, with rights to sub-license through multiple levels of sub-licenses, to reproduce, make derivative works from, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Feedback. The Users acknowledge and agree that:

• The Feedback will be available to all Users and a part of the Feedback may also be visible to the general Internet public;
• The Feedback must not contain any sensitive, false, misleading, defamatory or unlawfully disclosed information;
• The Company does not control, monitor, influence, contribute to or censor the Feedback;
• The Company is not responsible and shall not be held liable in any manner for the accuracy of, reliability of, or User's reliance on the Feedback, even if the information in the Feedback violates this Agreement;
• The Company reserves the right but is not under any obligation to remove or amend the Feedback that, in Company's sole judgment, violates this Agreement or has an adverse effect on the reputation of BFRIENDZ or the Company's business interests; and
• The Feedback cannot be used for making employment, credit, underwriting, or similar decisions regarding the Users.

4. Relationships between the Users

Section 4 contains the terms and conditions pertaining to the relationship between the Users.

Relationship between the Users. By using BFRIENDZ, you acknowledge and agree that:

• All Interactions are independent. Any communication, interaction, meeting, or relationship established with another user through BFRIENDZ is solely at your own risk and discretion. The Company does not oversee, manage, or become a party to any offline or online Interactions.
• Although the Company offers a verification procedure, the Company does not conduct criminal background checks or guarantee the identity, conduct, or intentions of any User. You are solely responsible for your interactions with other Users, both online and offline. The Company does not guarantee your safety; please review our Safety Tips before arranging any meetings.
• No agency, partnership, joint venture, employment, or other formal relationship is created between the Users, or between any User and the Company, through use of BFRIENDZ.
• The Users are solely responsible for their interactions with other Users, including all communications and any resulting relationships, whether casual, romantic, or otherwise. You agree to exercise appropriate caution and conduct your own due diligence before engaging with other Users.

Accuracy. The Users must use reasonable efforts to describe the details, availability, limitations, terms and conditions, instructions, and other specifications of the Invites accurately.

Security. The Users are solely responsible for choosing secure venues for the Interactions, including, without limitation, ensuring that the venues and infrastructure used during the Users' physical meetings (if any) are physically safe, secure, and meet the applicable regulations and industry standards.

Cancellations of the Invites. All cancellations pertaining to the Invites must be made through BFRIENDZ.

Amendments to the Invites. Amendments to the Invites may be made upon the Users' mutual agreement, provided that such amendments do not contravene the Agreement.

Disputes between the Users. Subject to availability, the Company may make available a dispute resolution mechanism (the "DRM"). All orders and/or Users reported to the DRM shall be investigated by the Company's representative on a case-by-case basis, subject to the Company's sole discretion. During the investigation proceedings, (i) the respective Invites and/or Accounts shall be suspended. All decisions pertaining to the DRM shall be made by the Company at its sole discretion, including decisions about the penalties, corrective measures. The Company may (but is no under obligation to) take into account reasonable extenuating circumstances pertaining to the dispute, if reported by the User. The Users agree not to hold the Company liable for the decisions rendered by the DRM and any consequences thereof.

Confidentiality. The Users agree to keep in confidentiality and not to use, disclose or communicate in any manner any proprietary information about the Interactions, the Invites, the Contracts, each other, or any other proprietary information that relates to the Users, unless the Users obtain the necessary authorisation for disclosure.

5. Service Fees; Payments; Refunds

The Users can choose between free and premium subscription plans to access different levels of features of BFRIENDZ and engagement options.

Subscription Fees. Where the User chooses a paid subscription plan or makes an in-app purchase, the User's use of BFRIENDZ is subject to the applicable service fees (the "Fees"). By ordering the paid subscription plan, the User agree to pay the Fees on a subscription basis (the "Subscription Fees") in accordance with this Agreement, the terms and conditions of your chosen subscription plan, and other terms and conditions in force at the moment the sale contract is concluded. The Subscription Fees are billed and an invoice is issued at the beginning of each billing cycle. Unless you cancel before the end of the current term, your subscription auto-renews for the same duration and price (unless updated by the app store) and the app store will charge your payment method in accordance with its terms. The Fees remain valid for as long as (i) they are featured on BFRIENDZ or (ii) as communicated by us. The Fees are subject to a change with at least 30 calendar days prior notice to you (if you hold a paid subscription plan) or without notice (if you do not hold a paid subscription plan).

In-app purchases. In order to access certain content, features, or services on BFRIENDZ, you will need to make in-app purchases and pay the applicable Fees. All in-app purchases are final and non-refundable, except as required by applicable law. When making an in-app purchase, you acknowledge and agree that: (i) you are authorised to make the purchase using the payment method selected; (ii) charges for in-app purchases will be billed to the payment method associated with your app store account (e.g., Apple App Store or Google Play Store); (iii) digital content purchased through BFRIENDZ is typically delivered immediately and deemed "used" upon download or access, in which case you lose the right of withdrawal under consumer laws. All billing and subscription management (including cancellations, refunds, or disputes) for purchases made through the Apple App Store or Google Play Store are handled directly by those platforms in accordance with their terms. Bfriendz does not process payments directly. Where applicable, you may be asked to consent to immediate performance and acknowledge that you lose your statutory right of withdrawal once digital content is delivered, to the extent permitted by law.

Taxes. Unless indicated otherwise, the Fees include all applicable sale taxes (e.g. VAT), levies, and other duties.

Payment processing. All payments are processed by our third-party payment service providers, including, without limitation, app store providers. It is your sole responsibility to make sure that all payment information is correct and the funds necessary for paying the Fees are available. You shall not hold us liable for payments that do not reach us due to your error (e.g., incorrect payment information), there is an issue on the payment processor's side, or if your payment is refused for any other reason.

Trial period. We may, from time to time, offer a free trial period (the "Trial Period"), but have no obligation to offer the Trial Period. The Trial Period is not subject to the Fees and no charges will be made for the Trial Period. The Trial Period shall commence after you register for the Trial Period. Upon expiration of the Trial Period, you will be charged the Fees in accordance with the payment plan chosen by you.

Refunds. Taking into account that you get immediate access to the features and functionalities of BFRIENDZ, we do not issue refunds for the Fees paid, unless (i) your statutory consumer protection laws require otherwise or (ii) there is an error on our side. If, under the applicable law, you have the right to withdrawal and you would like to exercise that right, please contact us by using contact details available at the end of the Agreement.

Cancellation of subscription. Subscriptions purchased through the Apple App Store or Google Play Store must be cancelled directly via your respective app store account settings. Bfriendz cannot cancel subscriptions on your behalf. To avoid automatic renewal and future charges, you must complete the cancellation in your app store account before the renewal date. Your inactivity on Bfriendz does not substitute for cancelling your subscription.

6. Records of Compliance

Section 6 states that you agree to make and keep all required records related to your use of BFRIENDZ.

The User agrees to create and maintain records that document User's use of BFRIENDZ and compliance with this Agreement, including, but not limited to, payment obligations and compliance with the applicable laws. Upon request of the Company, the User agrees to provide copies of the said records to the Company or any third parties acting on behalf of the Company. The User is solely responsible for creating, maintaining, storing, and backing up User's records pertaining to the User's use of BFRIENDZ. Nothing in this Agreement is construed as a requirement for the Company to (i) monitor or assess User's compliance with the Agreement or the terms of the Invites or (ii) store, backup, retain, or grant access to the records pertaining to the User's use of BFRIENDZ.

7. Warranty Disclaimer

Section 7 disclaims all our warranties with regard to BFRIENDZ.

The Company provides BFRIENDZ on "as available", "as is", and "with all faults" bases. To the extent permitted by the applicable law, the Company does not make any representations or warranties about the reliability, suitability, and accuracy, for any purpose, of BFRIENDZ, the Interactions, the Invites, the Contracts, any content featured on BFRIENDZ, whether provided by the Company, the Users, or by third parties, and hereby disclaims all warranties regarding BFRIENDZ and its operation.

It is the User's sole responsibility to verify and assess the fit for the purpose of BFRIENDZ prior to using it and to decide whether or not BFRIENDZ fits for the intended use.

By using BFRIENDZ, you acknowledge that the Company may use third-party suppliers to provide software, hardware, storage, networking, and other technological services. The acts and omissions of third-party suppliers may be outside of the Company's reasonable control. To the maximum extent permitted by law, the Company excludes any liability for any loss or damage resulting from the acts and omissions of such third-party suppliers. Nothing in this Agreement shall affect any statutory rights that you are entitled to as a consumer and that you cannot contractually agree to alter or waive.

8. Limitation of Liability

Section 8 limits our liability with regard to BFRIENDZ.

Unless otherwise excluded or limited by the applicable law, the Company will not be liable for any damages, including, but not limited to, incidental, punitive, special or other related damages, arising out or in connection with your use of BFRIENDZ, the Interactions, the Invites, the Contracts, or any content made available through BFRIENDZ, whether provided by the Company, the Users, or by third parties.

9. Release

Section 9 states that you agree to release us from legal claims.

You hereby absolutely and unconditionally release and forever discharge the Company and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which you have had, now has or have made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the time you start using BFRIENDZ, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

10. Indemnification

Section 10 explains that you agree to defend us against all claims.

You hereby agree to indemnify, defend, save, and hold harmless the Company, its members, officers, directors, and other agents from and against all claims, liabilities, causes of action, damages, judgments, attorneys' fees, court costs, and expenses which arise out of or are related to your use of BFRIENDZ, the Interactions, the Contracts, the Invites, violation of the rights of a third party, failure to perform as required, or result form conduct while engaging in any activity outside the scope of this Agreement before, during or after the termination of the Agreement. This obligation of indemnification survives the expiration or termination of the Agreement. You agree to cooperate with any and all litigation arising from or related to BFRIENDZ or the Company, as appropriate.

11. Term and Termination

Section 11 states when this Agreement starts and terminates, and whether it is subject to amendments.

Term. This Agreement shall commence on the day the User accepts the Agreement or starts using BFRIENDZ, whichever earlier, and continues until the User ceases to use BFRIENDZ (e.g. by deleting the Account), unless terminated earlier by the Company.

Suspension and termination. The Company may suspend or terminate your Account and/or this Agreement:

• immediately and without prior notice if you materially breach this Agreement, violate applicable law, jeopardize the safety of other Users, engage in fraud or abuse, or if suspension/termination is otherwise reasonably necessary to protect BFRIENDZ or its Users; or
• with at least 7 days' prior notice for any other reason.

You may terminate this Agreement at any time by deleting your Account. Upon termination, your right to access BFRIENDZ ceases, and we may disable or delete your Account in accordance with our Privacy Notice. Nothing in this Section limits any non-waivable consumer rights under applicable law.

Amendments. The Company reserves the right to modify this Agreement at any time, effective upon posting of an updated version on BFRIENDZ. Such amendments may be necessary due to the changes in the requirements of laws, regulations, new features of BFRIENDZ, or the Company's business practices. The Company will send you a notification (if it has your email address) about any material amendments to the Agreement that may be of importance to you. You are responsible for regularly reviewing this Agreement to stay informed. Your continued use of BFRIENDZ after any changes shall constitute your consent to such changes. The Company also reserves the right to modify the Invites provided through BFRIENDZ at any time, at our sole discretion.

Account data on closure. Unless required otherwise by law, the Company shall disable your access to the Account and any data related thereto (including, without limitation, your messages, files, or any content stored) upon closure of the Account for any reason. The Company shall not have any liability whatsoever for your inability to access the Account and the said data.

Survival. After termination of the Agreement, the provisions of the Agreement that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect.

Appeals. If you believe your Account was suspended or terminated in error, you may contact support@bfriendz.app to request a review.

12. Disputes between the Company and the Users

Section 12 explains how disputes can be resolved and which law governs this Agreement.

Dispute resolution. You agree to resolve any disputes arising out of or relating to this Agreement by means of negotiation with the Company. If the dispute cannot be resolved by means of negotiation, the dispute shall be submitted to the courts located in Cyprus. This Section 12.1 does not affect any statutory rights that you are entitled to as a consumer. If you are an EU consumer, you may also be entitled to use the EU Online Dispute Resolution platform: https://ec.europa.eu/consumers/odr/.

Governing law. This Agreement shall be governed and construed in accordance with the laws of Cyprus, without regard to its conflicts of law provisions.

Breach of the Agreement. If we believe, at our sole discretion, that you violate this Agreement and it is appropriate, necessary or desirable to do so, we may:

• Send you a formal warning;
• Temporarily or permanently prohibit your use of BFRIENDZ;
• Report you to the relevant public authorities; or
• Commence a legal action against you.

13. Intellectual Property

Section 13 explains how we protect our and others' intellectual property rights.

The Company's Content. Most of the content available on BFRIENDZ, including all information, source code, data, logos, registered and unregistered trademarks, designs, graphics, pictures, video files, sound files, illustrations, graphics, and similar (collectively, the "Company's Content") is owned by the Company, its partners, agents, licensors, vendors, and/or other content providers. The Company's Content is protected by applicable intellectual property laws and international treaties. You are not allowed, without obtaining prior written authorisation from the Company, to copy, distribute, make available, disassemble, make alterations, decompile, reverse engineer, translate, adapt, rent, loan, use, lease or attempt to grant other rights to the Company Content to third parties, or use any manual or automated means to scrape any content available on BFRIENDZ.

Our brand. We own registered and unregistered trademark rights in the UK and EU. You may not use the brand, the word or figurative trademarks (whether registered or unregistered) associated with BFRIENDZ, the Company, or third-party trademarks without prior consent of a trademark owner. You are not allowed to use such brands and trademarks in any way that suggests that the Company sponsors, endorses, or associates with you without obtaining prior written consent from the Company.

Third-party intellectual property. Some of the intellectual property assets, such as third-party trademarks, featured on BFRIENDZ may be owned by other third parties. Such third-party intellectual property does not belong to the Company and it remains the property of the respective third-party proprietors.

Your Content. You may upload and submit various content through BFRIENDZ, including, without limitation, messages, photos, links, audio files, video files, and other digital files (collectively, "Your Content"). Please note that some of Your Content may become available to other Users. Therefore, you must (i) exercise your due diligence when uploading Your Content onto BFRIENDZ, (ii) not to make any sensitive information publicly available to other Users, and (iii) make sure that, by uploading Your Content onto BFRIENDZ, you comply with this Agreement and all applicable laws, including intellectual property and data protection laws. You grant the Company a worldwide, royalty-free, sublicensable license to use, distribute, adapt, remix, modify, publicly display, and reproduce Your Content solely for the purposes of operating, promoting, and improving Bfriendz. This license ends when you delete Your Content from Bfriendz, unless it has been shared with others and they have not deleted it. The Company reserves the right, at its sole discretion, to refuse to upload, modify, delete, or remove Your Content, in whole or in part, that violates this Agreement or may harm the reputation of BFRIENDZ. Your Content includes your personal views and recommendations. None of Your Content reflects Company's views, recommendations, endorsement, or any commitments related thereto.

Copyright infringement claims. If you have any grounds to believe that any content available on BFRIENDZ violates your or third party's intellectual property rights, please contact the Company and express your concerns or request to remove the allegedly infringing content. We will reply to your copyright infringement claim as soon as possible but no later than 2 weeks. Before sending your claim, please make sure that you sign it and include information that would allow us to locate the allegedly infringing content.

14. Acceptable Use Policy

Section 14 explains what behaviour is not permitted on BFRIENDZ.

BFRIENDZ can be used only in accordance with BFRIENDZ Acceptable Use Policy, which forms an integral part of this Agreement.

Reporting inappropriate content. If you think content on BFRIENDZ is inappropriate or unlawful, please use the in-app Report function or contact us at support@bfriendz.app.

15. Final Provisions

Entire agreement. This Agreement, together with the documents referred to therein, represents the entire agreement between the User and the Company regarding the User's relationship with the Company.

Waiver. A failure of either party to the Agreement to enforce strictly a provision of this Agreement shall in no event be considered a waiver of any part of such provision. No waiver by either party of any breach or default by the other party shall operate as a waiver of any succeeding breach or other default or breach by such other party. No waiver shall have any effect unless it is specific, irrevocable and in writing.

Assignability. You are not allowed to assign your rights under this Agreement. The Company is entitled to transfer its rights and obligations under this Agreement entirely or partially to a third party. If you do not agree to the transfer, you can terminate this Agreement with immediate effect by deleting the Account and ceasing to use BFRIENDZ.

Severability. To the extent that any provision of this Agreement is deemed unenforceable, all remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect.

Force majeure. The availability of BFRIENDZ may be affected by factors, which the Company cannot reasonably control, such as bandwidth problems, equipment failure, acts and omissions of our third-party service providers, or force majeure events; the Company takes no responsibility for the unavailability of BFRIENDZ caused by such factors.

Prevailing language. The English language version of the Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions.

Electronic records. Any notices related to your use of BFRIENDZ shall be delivered electronically and not in paper form. By concluding this Agreement, you agree to receive the said notices in electronic form.

Interpretation. In this Agreement, words in the singular include the plural meaning and words in the plural include the singular meaning.

16. Contact

Email address: support@bfriendz.app

Mailing address: Bfriendz Ltd, Office 101, City Gardens, 16 Valtetsiou, 3091, Limassol, Cyprus