Last updated September 18th, 2025

Merchant Terms of Service

These Merchant Terms of Service (the “Service Terms”) are a legally binding contract between you and Friendly Insurance Services, Inc. By registering for, accessing, or using any portion of the Friendly Services (as defined below), or by selecting “I agree” or “I accept” or making a similar indication of assent when presented with these Service Terms electronically, you are accepting and agreeing to be bound by these Service Terms. Please read them carefully before proceeding. If you are not eligible for the Friendly Services, or if you do not agree to these Service Terms, then you do not have permission to use the Friendly Services.

1. Parties and Eligibility.

1.1 Parties.

In these Service Terms, the words “Friendly Insurance Services, Inc.,” “Friendly,” “we,” and “us” refer to Friendly Insurance Services, Inc., and the words “Merchant” and “you” refer to the company, individual, or other entity that: (a) operates a Shopify-enabled online store, and (b) is accepting or has accepted these Service Terms as described above. Any individual registering for the Friendly Services (or otherwise purporting to accept these Service Terms) for or in the name of a company or other entity represents and warrants that he or she is authorized and intends by those actions to bind that company or other entity, as the Merchant, to these Service Terms.

1.2 Eligibility.

To be eligible for the Friendly Services: (a) you must have the power, right, and capacity to form and be bound legally by a contract with us, be at least 18 years old if you are an individual, and have a valid Shopify account for the online store with which you use the Friendly Services (the “Merchant Store”); (b) you must not have previously been suspended or removed from the Friendly Service; and (c) your registration for and use of the Friendly Services, and your operation of the business associated with the Merchant Store, must comply with all applicable laws and regulations. You represent and warrant that you meet these eligibility criteria. If you become ineligible, you must immediately stop using the Friendly Services.

2. Friendly Services.

2.1 Definitions.

As used in these Service Terms:

(a) “Friendly Services” means the functionality of our Shopify plugin known as “Friendly,” designed to support online store operators’ handling of customer product returns, and associated services that we make available to you from time to time;
(b) “Friendly Platform” means our cloud-based platform and other software (which may include downloadable apps), application programming interfaces, websites, and other technological means through which we operate or provide the Friendly Services; and

2.2 Access to Services.

Subject to your compliance with these Service Terms and your continuing eligibility for the Friendly Services, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right and license to:

(a) download and/or install (as applicable) the components of the Friendly Platform that we make available to you for that purpose; and
(b) access and use the Friendly Services solely in connection with your authorized Shopify deployment;

provided, however, that you may do so only in connection with your operation of the Merchant Store(s) identified in your registration for the Friendly Services, and only in compliance with our applicable published documentation and instructions provided to you from time to time, including any configuration, quantity, and/or other limitations outlined therein. The foregoing right and license will automatically terminate upon any expiration or termination of these Service Terms between you and Friendly.

2.3 Return Assistance.

(a) In order for you or any customer of the Merchant Store to qualify for product-return assistance as part of the Friendly Services in relation to a given purchased product, the customer must have: (i) selected the applicable product-return service option, as presented on the Merchant Store via the Friendly Services (the “Friendly Return Option”), when purchasing that product; (ii) timely paid the corresponding fee for the Friendly Return Option; (iii) agreed to any applicable terms and conditions presented by Friendly to the customer; and (iv) requested the return, and provided any other pertinent information, through the Friendly Platform using the portal or interface we designate for that purpose.

(b) You acknowledge that our product-return assistance is generally limited to: (i) providing an online portal on the Friendly Platform for qualifying customers to initiate returns; and (ii) providing shipping labels for the return of qualifying products to Merchant’s designated location in the United States.

2.4 Instant Refunds.

We may, in our sole discretion, offer a service as part of the Friendly Services that allows your customers to receive a refund for a returned product without waiting for you to receive or process the return (each, an “Instant Refund”). If we offer the Instant Refund service to you and you choose to employ it, you acknowledge and agree with the following.

(a) You are solely responsible for determining whether the service, as used with your Merchant Store, is permitted by applicable laws and by Shopify’s policies and terms of service that may apply to your Merchant Store, and for obtaining any third-party permissions or policy exceptions that may be needed to use the service.
(b) We may charge customers a fee for requesting an Instant Refund, as determined in our sole discretion, which we may deduct from the amounts otherwise remitted to customers as part of the Instant Refund.
(c) If Friendly authorizes and pays an Instant Refund to a customer (net of any deducted fee), you agree to reimburse us for the gross amount of the refund, except to the extent that you: (i) properly reject a return (in whole or in part) due to a finding that the returned product is not eligible for a refund or because the return was not received within 30 days from the date on which the Instant Refund occurred (the “Return Period”); and (ii) notify us of the rejection within or immediately upon expiration of the Return Period, including the reasons for and other pertinent details of the rejection. If you do not meet the preceding conditions within or immediately upon expiration of the Return Period, you will be deemed to have accepted the return and the full Instant Refund amount will be due and payable to us. You also agree to notify us through the Friendly Platform of all Instant Refund returns that you accept (in whole or in part).

2.5 Additional Friendly Services.

We may, in our sole discretion, offer other services or features as part of the Friendly Services (“Additional Friendly Services”) from time to time by enabling you to select them through the Friendly Platform. The Merchant’s and/or customers’ use of any Additional Friendly Services will be subject to any additional terms, conditions, fees, guidelines, and limitations that we post on the Friendly Platform or otherwise provide to you in relation to those Additional Friendly Services (in addition to and without diminishing our rights or your obligations under these Merchant Terms).

3. Merchant Responsibilities and Restrictions.

3.1 Return Policies and Services.

You are solely responsible for establishing, informing customers of, and honoring return policies for the Merchant Store that are compatible with the Friendly Services and these Service Terms, including (without limitation) by: (a) handling all restocking, refunds (subject to Section 2.4 if applicable) and/or exchanges of Merchant Store products returned using the Friendly Platform and/or Friendly Services; (b) ensuring customers are aware of the fees and other criteria for receiving product-return or other assistance through the Friendly Platform; and (c) collecting from customers (and remitting to us as outlined in these Service Terms) the fees for our service option(s) they select. As long as you are using the Friendly Services, you agree to notify us of your applicable return policies, and of any material updates or modifications to those policies, that may affect the Friendly Services. In addition, you are solely responsible for all processing of return requests and product returns after termination of these Service Terms, and are advised to maintain backup plans and procedures needed for continuity of service in the absence of the Friendly Services.

3.2 Package Protection and Other Services.

Regarding package-protection options: (i) by default as part of the Friendly Services we offer only a mechanism for you to charge customers for package-protection coverage and to record which packages are eligible for that coverage and as set forth in Section 4.2, a portion of the amounts so charged will be payable to us as a fee for that feature of the Friendly Services (the “Standard Package-Protection Feature”). Friendly does not provide any actual package-protection coverage; you are solely responsible for self-insuring or obtaining third-party coverage as needed to cover the risks of loss of and damage to eligible packages, for communicating to customers any applicable coverage exclusions, limitations, or conditions, and for ensuring that customers’ package-protection claims are handled appropriately. More generally, if you offer any services or coverage to customers (through the Friendly Platform or otherwise) other than the Friendly Services as expressly described in these Merchant Terms or our other applicable service-specific terms and conditions, you are solely responsible for fulfilling or arranging for appropriate third parties to fulfill the same.

3.3 Accounts and Equipment.

To access the Friendly Platform and/or Friendly Services, you and any of your end users and customers may be required to register on the Friendly Platform and provide all information reasonably requested as part of the registration process. You are responsible for the accuracy, timeliness, and completeness of all information provided by you and your personnel. You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Friendly Platform and/or Friendly Services, including, without limitation, hardware, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You are also responsible for maintaining the security of the Equipment and your Friendly Services account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment, whether with or without your knowledge or consent.

3.4 Prohibited Conduct.

By using the Friendly Platform or the Friendly Services, you agree not to:

(a) use the Friendly Platform or Friendly Services for any illegal purpose or in violation of any local, state, national, or international law;
(b) violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
(c) access, search, or otherwise use any portion of the Friendly Platform or Friendly Services through the use of any interface, engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the interfaces, software, or other means provided by Friendly;
(d) interfere with security-related features of the Friendly Platform or Friendly Services, including by disabling or circumventing features that prevent or limit accessing, using, printing or copying any content;
(e) reproduce, distribute, publicly display, publicly perform, create derivative works of, or modify the Friendly Platform or Friendly Services;
(f) reverse engineer or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Friendly Platform or Friendly Services, except to the extent that applicable law prohibits restrictions on such activities;
(g) interfere with the operation of the Friendly Platform or Friendly Services or any user’s enjoyment of the same, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) sending any unsolicited offer or advertisement to another user; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Friendly Platform or Friendly Services;
(h) use the Friendly Platform or Friendly Services for any fraudulent or deceptive activity (including impersonating any person or entity, claiming a false affiliation or identity, or accessing any other Friendly Services account without permission), or to monitor the availability, performance or functionality of the Friendly Platform or Friendly Services, or to develop or assist anyone else to develop any similar or competing solution, or for any other benchmarking or competitive purposes;
(i) make any statements to your customers or others regarding the Friendly Services that are inconsistent with our published documentation, or purport to make any representation, warranty, or other statement on our behalf;
(j) sell, share, or otherwise transfer the access or rights granted under these Service Terms; or
(k) attempt to do, or instruct, assist, enable, or permit anyone else to do, any of the things described in this Section 3.4.

4. Pricing and Payment.

4.1 Service Pricing.

Merchant agrees that customers of the Merchant Store will be charged for the service options they select from the Friendly Services. We reserve the right to determine such pricing, and to adjust it from time to time, at our sole and absolute discretion. The Friendly Platform will display the relevant pricing to customers where a given service option is offered. For example, the pricing for the Friendly Return Option will be displayed in the Merchant Store’s Shopify shopping cart where customers can select that option. We will use reasonable efforts to make the current Friendly Service pricing for your Merchant Store available for your review through the Friendly Platform, and to notify you of any material increases to that pricing at least 5 days in advance. Pricing may be specific to the Merchant Store, and changes may be based on any factors we deem relevant, including but not limited to: (a) changes in the Merchant Store’s product return rate rates; (b) changes in the average weight or dimensions of the Merchant Store’s products; and (c) changes in the average price of shipping labels for customers of the Merchant Store.

4.2 Payment.

You are responsible for collecting Friendly Services fees from your customers (except in the case of Instant Refunds from which we deduct fees as described above, if applicable). You agree promptly to remit to Friendly: (a) all fees that you collect or are responsible for collecting from customers for the Friendly Return Option or other Friendly Services (subject to the clarification below), and (b) if applicable, the gross Instant Refund amount for each Instant Refund return accepted or deemed accepted by you (or, in the case of partial acceptance, the corresponding portion of such Instant Refund amount). We may bill you on a monthly or bi-weekly basis, at our discretion, for immediate payment through your credit card, electronic funds transfer, or other Friendly-accepted payment method. You must keep your billing and payment-account information up to date in the Friendly Platform. For clarity, in the case of fees for the Standard Package-Protection Feature, only a portion of the amount charged to the customer will be for Friendly Services, as specified in our applicable pricing materials, and the remainder will be for your use in funding or providing the package-protection coverage.

4.3 Taxes.

You are responsible for properly categorizing the Friendly Return Option (and any other Friendly offerings made available through the Merchant Store) for tax purposes within the Merchant Store, and for collecting from your customers and remitting to the appropriate taxing authority all applicable sales taxes.

4.4 Payment Processors.

You agree that we may use a third-party payment processor, such as Stripe, to process and collect from you any amounts due under these Service Terms. You authorize us and/or our payment processor to debit your designated payment account(s) for such amounts, and you consent to the requisite sharing of information with such payment processor. You may be required to accept the payment processor’s applicable terms of service in order to use certain Friendly Services or to facilitate billing and payment as described above.

4.5 Fee Disputes.

If you believe that we have billed you incorrectly, you must contact us no later than 60 days after the closing date on the first billing statement in which the error or problem appeared in order to request or receive an adjustment or credit. Inquiries should be directed to our customer support department at support@shipfriendly.io.

5. Proprietary Rights.

5.1 Friendly Property.

The Friendly Platform and Friendly Services are owned and operated by Friendly. The visual interfaces, graphics, design, compilation, informational and media content, trademarks, data, computer code (including source code or object code), algorithms, products, software, services, and all other elements of the Friendly Platform and Friendly Services provided or disclosed by Friendly (“Materials”), and any intellectual property rights therein, are the property of Friendly and (where applicable) its third-party licensors.

5.2 No Implied Licenses.

You may not use the Friendly Platform, Friendly Services, or Materials, nor otherwise practice any of our related intellectual property rights, except as expressly authorized by Friendly. There are no implied licenses to you as a result of or in connection with these Services Terms, and Friendly and its third-party licensors reserve all rights to the Friendly Platform, Friendly Services, and Materials not granted expressly in these Service Terms.

5.3 Friendly Trademarks.

By using the Friendly Services, you agree to permit, and not to interfere with or alter, the Friendly Platform’s displaying of our logo(s), trademark(s), and/or tagline(s) (such as “Powered by Friendly”) in relevant areas of the Merchant Store (for example, where customers can purchase the Friendly Return Option) to identify, brand, and promote the Friendly Services.

5.4 Merchant Trademarks.

You hereby grant us a limited, non-exclusive, revocable, royalty-free license during the term of your use of the Friendly Services to use your name and logo, and any trademark(s) associated with the Merchant Store, solely to identify you and/or the Merchant Store as a user of the Friendly Services, within the Friendly Platform and/or in Friendly’s marketing of the Friendly Services.

5.5 Reservation of Trademark Rights.

As between Friendly and Merchant, each party retains sole and exclusive ownership of the trademarks it provides or licenses under this Agreement, and any goodwill arising from the other party’s use of such trademarks will inure to the benefit of (and be owned by) the owner of such trademarks.

5.6 Feedback.

If you choose to provide us with suggestions, feedback, or other input regarding the Friendly Services, Friendly Platform, or any of our other existing or potential products, services, or technologies, then you hereby grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to use and exploit such suggestions, feedback, or other input in any manner and for any purpose, without compensation, attribution, confidentiality, or other obligations to you.

6. Privacy, Data and Confidentiality.

6.1 Friendly Privacy Policy.

You acknowledge and agree that we may collect and process data, including personal information, from you and your customers in accordance with our published privacy policy, a current version of which is posted at shipfriendly.io/privacy-policy.

6.2 Customer Consents and Notices.

To the extent any of the following are necessary or appropriate under applicable laws or regulations, you are responsible for timely obtaining your customers’ consent (or, as the case may be, providing notice to your customers) regarding the sharing of personal information with us and our relevant service providers and the processing of that information by us and those service providers for purposes of the Friendly Services and as otherwise contemplated in our published privacy policy. You acknowledge that we may also obtain consents from and/or provide notices to your customers directly regarding their personal information in connection with their selection or use of the Friendly Services.

6.3 Merchant Data.

You retain any ownership interests you may have with respect to any confidential or proprietary data that you disclose or make available to us through the Friendly Platform or in connection with the Friendly Services, and we will use reasonable efforts to maintain the confidentiality of the same while it is in our possession or control and not otherwise available to the public, but you authorize us and our relevant third-party service providers to use, store, disclose to one another, and otherwise process such data as reasonably necessary to operate the Friendly Platform and provide the Friendly Services for you and your customers of the Merchant Store.

6.4 Friendly Data.

Subject to Section 6.3, as between you and us, we will solely own and may freely use and disclose any data collected or generated by or through the Friendly Platform. You agree to maintain the confidentiality of any non-public information that we disclose or make available to you, and not to use it for any purpose other than to receive the Friendly Services as authorized under these Service Terms, for as long as such information is in your possession or control and not otherwise available to the public.

6.5 Legally Compelled Disclosures.

Nothing in these Service Terms will prohibit either party from disclosing the other party’s information in compliance with any court order, legal process, or other legal requirement, provided that such first party uses reasonable efforts (where permitted by law) to notify the other party of the requirement prior to the disclosure and to cooperate with the other party’s lawful efforts to protect or limit such disclosure.

6.6 Analytics.

Without limiting any of our other rights, you agree that we may collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Friendly Platform and Friendly Services, and that we will be free (during and after the term of your Friendly Services usage) to: (a) use such information and data to improve and enhance the Friendly Platform and Friendly Services and for other development, diagnostic, and corrective purposes in connection with our products and service offerings, and (b) disclose such data to others in aggregate or other de-identified form in connection with our business.

7. Third-Party Terms

7.1 Third-Party Services and Linked Websites.

We may provide tools through the Friendly Platform that enable you to export information to third-party services. By using any of these tools, you authorize us to transfer that information to the applicable third-party service. Third-party services are not under our control, and, to the fullest extent permitted by law, we are not responsible for any third-party service’s use of your exported information. The Friendly Platform may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content. Once sharing occurs, we will have no control over the information that has been shared.

7.2 Third-Party Software.

The Friendly Platform may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients rights to copy, modify, and/or distribute those components (“Third-Party Components”). Although the Friendly Platform and Friendly Services are provided to you subject to these Service Terms, nothing herein prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

8. Term, Termination, and Service Modifications

8.1 Term.

These Service Terms are effective between you and us beginning when you accept these Service Terms and as long as you are using the Friendly Services; provided, however, that these Service Terms and your rights hereunder are subject to termination as provided below.

8.2 Termination.

If you violate any provision of these Service Terms, or if you cease using the Friendly Services, then these Service Terms and your rights hereunder automatically terminate. In addition, Friendly may, at its sole discretion, terminate these Service Terms or your account for the Friendly Services, or suspend or terminate your access to the same, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination or suspension.

8.3 Wind-down.

If Friendly terminates these Service Terms or your account without cause, and you are in full compliance with your payment and other obligations hereunder, we will still honor, or will use reasonable efforts to facilitate an orderly transition or wind-down of, the Friendly Return Option for Merchant Store customers who have purchased it prior to such termination, provided that you continue to comply with your obligations under these Service Terms as they accrued prior to termination or relate to services provided in connection with such wind-down efforts.

8.4 Other Effects of Termination.

Upon expiration or termination of these Service Terms: (a) your license and other rights hereunder will terminate and you must immediately cease all use of the Friendly Platform and Friendly Services; (b) you will no longer be authorized to access your account; (c) you must pay to us any unpaid amounts that accrued prior to expiration or termination; and (d) Sections 3 (Merchant Responsibilities and Restrictions), 5 (Proprietary Rights), 6 (Privacy, Data and Confidentiality), 8.3 (Wind-down), 8.4 (Other Effects of Termination), 9 (Indemnity), 10 (Disclaimers), 11 (Limitation of Liability), and 12 (Miscellaneous) will survive. If your account has been terminated for a breach of these Service Terms, then you are prohibited from creating a new account for the Friendly Services using a different name, email address, or other forms of account verification.

8.5 Modification of the Service.

We reserve the right to modify or discontinue all or any portion or features of the Friendly Services at any time, temporarily or permanently, without notice or liability to you.

9. Indemnity.

9.1 Obligation.

To the fullest extent permitted by law, you are responsible for your and your personnel’s use of the Friendly Platform and Friendly Services, and for the operation of the Merchant Store, and you will indemnify, defend, and hold harmless Friendly, its affiliates, and its and their respective shareholders, directors, managers, members, officers, employees, consultants, service providers, and agents (together, the “Friendly Entities”) from and against every claim brought by any Merchant Store customer or other third party, and any related liabilities, damages, losses, and expenses, including attorneys’ fees and costs, arising out of or connected with: (a) your goods or services or the operation of the Merchant Store (including your rejection of any return or your failure to fulfill any customer refunds or exchanges), or any other matter that these Service Terms identify as your responsibility; (b) any misrepresentation, breach of warranty, or violation of law or regulation by you or your personnel, (c) your misuse or unauthorized use of the Friendly Platform or Friendly Services, or any other failure to comply with any restrictions or limitations or to fulfill your obligations set forth in these Service Terms; (d) your infringement or violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (e) any dispute or issue between you and any third party, including Shopify or any of your customers.

9.2 Reservation of Rights.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

10. Disclaimers

10.1

THE FRIENDLY PLATFORM, FRIENDLY SERVICES, AND ALL ASSOCIATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” FRIENDLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE FRIENDLY PLATFORM, FRIENDLY SERVICES, AND/OR MATERIALS, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

10.2

WE DO NOT WARRANT THAT THE FRIENDLY PLATFORM OR FRIENDLY SERVICES OR ANY PORTION THEREOF WILL MEET YOUR EXPECTATIONS REGARDING AVAILABILITY, TIMELINESS, FEATURES, OR RESULTS, OR THAT THEY WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, NOR DO WE WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

10.3

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN THROUGH THE FRIENDLY SERVICES OR FROM ANY FRIENDLY ENTITY IN RELATION TO THE FRIENDLY PLATFORM OR FRIENDLY SERVICES WILL CREATE ANY WARRANTY. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE FRIENDLY PLATFORM OR FRIENDLY SERVICES OR YOUR DEALINGS WITH ANY CUSTOMER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE FRIENDLY SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY RESULTING DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEMS OR DEVICES USED IN CONNECTION WITH THE FRIENDLY SERVICES) OR ANY LOSS OF DATA.

10.4

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 10 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Friendly does not disclaim any warranty or other duty to the extent we are prohibited from doing so under applicable law.

11. Limitation of Liability

11.1

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE FRIENDLY ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS, ARISING OUT OF OR RELATING TO THESE SERVICE TERMS, THE FRIENDLY PLATFORM, OR THE FRIENDLY SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY FRIENDLY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

11.2

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE FRIENDLY ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE SERVICE TERMS, THE FRIENDLY PLATFORM, OR THE FRIENDLY SERVICES IS LIMITED TO THE AMOUNT OF FEES RECEIVED BY US FOR THE FRIENDLY SERVICES (OR PORTION THEREOF) THAT WE WILLFULLY OR NEGLIGENTLY FAIL TO PERFORM WITHIN THE THREE MONTHS PRECEDING YOUR ASSERTION OF ANY SUCH CLAIM, LESS ANY SUCH AMOUNTS THAT WE HAVE REFUNDED DIRECTLY TO THE AFFECTED CUSTOMERS.

11.3

EACH PROVISION OF THESE SERVICE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE SERVICE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE SERVICE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Miscellaneous

12.1 No Agency.

No agency, partnership, joint venture, or employment is created as a result of these Terms of Service or the provision of Friendly Services, and Merchant does not have any authority of any kind to bind Friendly in any respect whatsoever.

12.2 Additional Terms.

Your use of certain features or aspects of the Friendly Services may be subject to additional terms and conditions, as specified by us from time to time on the Friendly Platform. All such additional terms and conditions are incorporated by this reference into, and made a part of, these Service Terms as they relate to the corresponding features or aspects of the Friendly Services.

12.3 Entire Agreement.

These Service Terms, together with any other terms and conditions expressly incorporated herein by reference, are the entire and exclusive understanding and agreement between you and us regarding the Friendly Platform and Friendly Services.

12.4 Assignment.

You may not assign, delegate, or otherwise transfer these Service Terms or your rights or duties under these Service Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign or delegate these Service Terms and/or any of our rights or duties hereunder at any time without notice or consent.

12.5 Waiver and Modification.

Our failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Service Terms or any provision of these Service Terms: (a) be effective unless in writing signed by our authorized representative; or (b) be a waiver of any subsequent breach or default, or of the provision itself. We may modify these Service Terms upon at least 7 days’ notice to you, and such modifications will be effective and binding upon you if you continue to use the Friendly Services after the end of that notice period.

12.6 Interpretation.

Use of section headers in these Service Terms is for convenience only and will not affect the interpretation of any provision. Throughout these Service Terms the use of the word “including” means “including but not limited to.” If any part of these Service Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

12.7 Governing Law; Disputes.

These Service Terms are governed by the laws of the State of Utah without regard to conflict of law principles. You and Friendly submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Salt Lake County, Utah for resolution of any lawsuit or court proceeding permitted under these Service Terms. Notwithstanding the above, we may seek and obtain injunctive or other equitable relief in any court of competent jurisdiction to protect our confidential information, intellectual property, or other interests under these Service Terms.

12.8 No Class Actions.

MERCHANT AND FRIENDLY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS OWN CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both Merchant and Friendly agree otherwise, any claim by one party against the other may not be consolidated with any other person’s claims, nor be heard or adjudicated in any form of a representative or class proceeding.

12.9 Consent to Electronic Communications.

By using the Friendly Services, you consent to receiving electronic communications from us for account management, advertising, and marketing purposes, and otherwise as described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

12.10 Notices.

All notices under this Agreement will be in writing and will be deemed to have been duly given: when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after the notice is sent, if sent for next-day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. In addition, any notice that we provide to you through the Friendly Platform will be deemed to have been duly given when a user under your account accesses the portion of the Friendly Platform where the notice or a conspicuous link to the same is posted. The Friendly Services are offered by Friendly Insurance Services, Inc., located at 1217 Park Avenue, San Jose CA 95126. You may contact us by sending correspondence to that address or by emailing us at support@shipfriendly.io.

12.11 No Support.

We are under no obligation to provide technical or other support for the Friendly Platform or Friendly Services. In instances where we choose to offer or provide support, the support will be subject to our applicable published policies, if any.

12.12 Location of Use.

The Friendly Platform and Friendly Services are operated from locations within the United States. You agree not to export or re-export any portion of the Friendly Platform or Friendly Services. We make no representation that the Friendly Platform or Friendly Services are appropriate or available for use outside of the United States. Access or use from or within states, countries, or territories where such access or use is illegal, or by individuals or entities who may not legally do so, is prohibited.