Terms of Service

These Terms of Service ("Terms") form a binding agreement between you and Good Business HQ LLC, a Texas limited liability company with its principal place of business in Austin, Texas ("Pardners," "we," "us," or "our"). These Terms govern your access to and use of the Pardners mobile application, websites, content, features, communications, event-discovery tools, event-coordination tools, messaging tools, safety tools, and related services (collectively, the "Service").

These Terms incorporate by reference our Privacy Policy, Community Guidelines, Safety Center, Copyright Policy, and any feature-specific terms or disclosures we present to you in connection with the Service. If there is a conflict between these Terms and feature-specific terms, the feature-specific terms control for that feature.

Please read these Terms carefully. They include, among other things, safety disclaimers, a release of claims, warranty disclaimers, limitations of liability, an indemnity provision, a binding arbitration agreement, and a class-action waiver.

Definitions. "User" means any person who accesses or uses the Service. "User Content" means any content, information, photos, profile information, messages, event information, ratings, reviews, reports, feedback, or other materials submitted, posted, transmitted, displayed, or made available by a User through the Service. "Public User Content" means User Content that you choose to make visible to other Users or the public, including profile information, profile photos, public event details, ratings, and reviews. "Private User Content" means User Content not intended by you to be publicly displayed, including private messages, safety reports, support communications, and private account information. "Event Host" means a User who creates, promotes, invites others to, coordinates, or manages an event, meetup, activity, or gathering through the Service. "Third-Party Services" means websites, applications, content, APIs, venues, event organizers, ticketing providers, payment providers, mapping providers, movie-data providers, analytics providers, hosting providers, app stores, and other products or services not owned or controlled by Pardners.

By creating an account, signing in, or otherwise using the Service, you agree to these Terms. If you do not agree, you may not access or use the Service.

1. Eligibility

You must be at least 18 years old to create an account or use the Service. By accessing or using the Service, you represent and warrant that:

• (a) you are at least 18 years old;
• (b) you have the legal capacity and authority to enter into these Terms;
• (c) you are not barred from using the Service under any applicable law;
• (d) you are not located in, ordinarily resident in, or organized under the laws of any country or territory subject to a comprehensive U.S. government embargo or sanctions program;
• (e) you are not identified on any U.S. government list of prohibited, restricted, or sanctioned parties; and
• (f) your use of the Service complies with these Terms and all applicable laws.

The Service is not intended for children or minors. Pardners does not knowingly allow individuals under 18 to create accounts or use the Service. If we learn or reasonably suspect that a User is under 18, we may suspend or terminate the account and take steps to delete or restrict the associated information, subject to legal, safety, security, fraud-prevention, and recordkeeping needs described in our Privacy Policy.

If you believe a minor is using the Service, contact us at safety@pardners.app.

The Service is currently intended for use in Texas and other regions where Pardners makes the Service available. We may restrict access to the Service, or any feature of the Service, based on geography, legal requirements, safety concerns, or business considerations.

2. Account Registration and Security

To use most features of the Service, you must create an account. You agree to provide accurate, current, and complete information and to keep that information up to date. You may not create an account using false information, misleading photos, another person's identity, an unauthorized email address or phone number, or credentials you are not authorized to use.

You are responsible for safeguarding your password, authentication credentials, devices, and account access. You are responsible for all activity under your account, whether or not authorized by you, except to the extent caused solely by Pardners' breach of these Terms or violation of applicable law.

You agree to notify us immediately at security@pardners.app if you suspect unauthorized access to or use of your account.

Pardners may, but is not required to, request information or use third-party tools to help verify account information, age, identity, account ownership, location, or eligibility. Any verification process, verification badge, profile indicator, trust score, review, rating, moderation action, or safety feature is limited, may be inaccurate, may be incomplete, and does not guarantee any User's identity, background, intentions, conduct, trustworthiness, legality, or safety.

We may refuse registration, require re-verification, suspend, restrict, or terminate an account, remove content, disable features, or take other action if we believe the account violates these Terms, presents a safety risk, creates legal risk, may be fraudulent, may be operated by a minor, or may otherwise harm Pardners, Users, or third parties.

3. Description of the Service

Pardners is a technology platform that helps adults in eligible regions discover events, create or coordinate activities, share profiles, communicate with other Users, and arrange meetups based on interests, availability, location, and other information. Features may include event listings, user-created events, in-app messaging, event coordination, profile sharing, ratings, reviews, recommendations, moderation tools, reporting tools, and similar functionality.

Unless expressly stated otherwise in a specific feature, Pardners does not own, operate, sponsor, supervise, control, manage, or host events listed, discovered, created, or coordinated through the Service. Event listings may be created by Users or supplied by Third-Party Services. Event details, locations, dates, times, prices, availability, restrictions, accessibility information, age restrictions, and ticketing information may change or may be inaccurate. You are responsible for verifying event information before relying on it or attending an event.

Pardners is not a dating service, matchmaking service, employment service, transportation provider, venue operator, event organizer, ticket broker, security provider, background-check provider, emergency service, law-enforcement agency, healthcare provider, or professional advisor. Pardners does not supervise, direct, control, or monitor Users' online or offline interactions. Any communications, meetings, transactions, events, activities, or interactions between Users are undertaken at the Users' own risk.

No Emergency Service. Pardners is not an emergency service, crisis-response service, law-enforcement service, or real-time safety-monitoring service. Reports submitted through the Service may not be reviewed immediately. If you believe you or someone else is in danger, call 911 or your local emergency number first.

The Service is provided on an "as is" and "as available" basis. We may add, remove, suspend, modify, discontinue, or restrict any feature or part of the Service at any time, with or without notice, subject to applicable law.

4. License to Use the Service

Subject to your compliance with these Terms, Pardners grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your personal, non-commercial use and only in the regions where Pardners makes the Service available.

Except for the limited license granted above, Pardners and its licensors retain all right, title, and interest in and to the Service, including software, technology, interfaces, designs, text, graphics, logos, trademarks, service marks, data, content, compilations, algorithms, models, and all intellectual property rights. No rights are granted except as expressly stated in these Terms.

5. User Conduct

You agree to use the Service only in compliance with these Terms and all applicable laws. You will not, and will not permit any third party to:

• harass, threaten, stalk, defame, intimidate, or harm any other person, on or off the Service;
• engage in sexual exploitation, sexual harassment, stalking, assault, threats of violence, or any predatory conduct;
• post, transmit, or share content that is unlawful, fraudulent, deceptive, obscene, sexually explicit, harmful to minors, hateful, or otherwise objectionable;
• impersonate any person or entity, or misrepresent your affiliation with any person or entity;
• create accounts using false identities, misleading photos, or impersonated credentials;
• attempt to circumvent bans, suspensions, safety restrictions, or moderation actions;
• solicit money, financial assistance, investments, cryptocurrency transfers, or loans from other users;
• use the Service to facilitate illegal activity, escort services, trafficking, prostitution, or unlawful commercial activity;
• record, distribute, or publish another user's private information without consent;
• collect, scrape, harvest, or aggregate information about other users by any automated or manual means;
• use the Service for any commercial purpose, including soliciting goods or services, without our prior written consent;
• post or transmit unsolicited advertising, spam, or chain communications;
• interfere with, disrupt, or attempt to gain unauthorized access to the Service, any related systems, or any other user's account;
• reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent that such restriction is expressly prohibited by applicable law;
• circumvent any technical access or use restrictions;
• introduce any viruses, worms, malware, or other harmful code;
• use the Service in any manner that violates the rights of any third party, including intellectual property, privacy, publicity, or contractual rights;
• upload, send, request, threaten to distribute, distribute, display, or facilitate the distribution of intimate images, videos, sexual content, or sexualized depictions of any person without that person's consent, including AI-generated, altered, manipulated, or digitally forged content;
• exploit, endanger, sexualize, solicit, contact, groom, identify, or attempt to meet minors;
• create, promote, coordinate, or attend events intended to facilitate illegal activity, violence, harassment, sexual exploitation, trafficking, prostitution, fraud, theft, or unsafe conduct;
• post, send, or use content to shame, extort, threaten, blackmail, stalk, harass, dox, or intimidate another person;
• disclose or threaten to disclose private messages, screenshots, personal information, location information, images, safety reports, or other non-public information about another User without authorization;
• submit false, misleading, abusive, retaliatory, or bad-faith reports, ratings, reviews, complaints, takedown requests, safety claims, or legal notices;
• use ratings, reviews, event invitations, messages, or reports to pressure another User into providing money, personal information, sexual content, employment opportunities, transportation, housing, tickets, goods, services, or other benefits;
• send phishing links, malware, credential-harvesting requests, fraudulent investment opportunities, cryptocurrency solicitations, payment scams, romance scams, ticket scams, or other deceptive communications;
• use automated tools, bots, crawlers, scrapers, data-mining tools, or similar methods to access, collect, copy, index, train on, or analyze the Service or information about Users, except as expressly authorized by Pardners in writing;
• use the Service or User Content to train, develop, improve, or operate artificial intelligence or machine-learning systems without Pardners' prior written consent;
• use the Service in a way that violates applicable venue rules, event rules, ticketing terms, app-store rules, third-party API terms, or third-party platform terms; or
• interfere with, manipulate, evade, or undermine safety tools, reporting tools, moderation systems, rate limits, account restrictions, access controls, geolocation limits, or security features.

6. User Content

You retain ownership of your User Content, subject to the rights and licenses granted in these Terms. You are solely responsible for your User Content and for the consequences of submitting, posting, sending, displaying, or sharing it through the Service.

By submitting User Content, you represent and warrant that:

• (a) you own or have all rights, permissions, and consents necessary to submit the User Content and grant the rights described in these Terms;
• (b) your User Content is accurate to the extent it states facts and is not misleading;
• (c) your User Content does not violate these Terms, our Community Guidelines, applicable law, or any third-party rights, including intellectual property, privacy, publicity, confidentiality, contract, or safety rights; and
• (d) your User Content does not include nonconsensual intimate imagery, unlawful content, malicious code, or content intended to harm another person.

License to Pardners. By submitting User Content, you grant Pardners a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to host, store, cache, reproduce, process, transmit, display, adapt, modify, and otherwise use your User Content solely as reasonably necessary to:

• (a) operate, provide, maintain, secure, and improve the Service;
• (b) display Public User Content according to your settings, choices, and use of the Service;
• (c) transmit messages and other communications you send through the Service;
• (d) personalize and improve user experience;
• (e) detect, investigate, prevent, and address fraud, spam, abuse, safety incidents, security incidents, illegal activity, and violations of these Terms;
• (f) respond to reports, support requests, legal requests, and user-rights requests;
• (g) comply with applicable law, legal process, and enforceable governmental requests; and
• (h) enforce these Terms and protect the rights, safety, and property of Pardners, Users, and third parties.

Pardners will not use Private User Content, including private messages and safety reports, for public advertising or public marketing without your separate consent. Pardners will not publicly display your private messages except as directed by you, as necessary to provide the Service, as described in our Privacy Policy, or as required or permitted by law.

This license continues for as long as reasonably necessary for the purposes described above. When you delete User Content or your account, the license ends for content deleted from active display, except that Pardners may retain and use copies as reasonably necessary for backup, audit, safety, security, fraud prevention, legal compliance, dispute resolution, enforcement, internal records, or where the content has been shared with other Users who have not deleted it.

Moderation. Pardners does not pre-screen all User Content and has no obligation to monitor all User Content, except as required by applicable law. We may remove, restrict, label, demote, block, preserve, review, or refuse to display any User Content at any time if we believe it violates these Terms, creates risk, may be unlawful, may infringe rights, may threaten safety, or may otherwise harm Pardners, Users, or third parties.

Feedback. If you provide ideas, suggestions, requests, or feedback about the Service, you grant Pardners a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback without restriction or compensation, provided that Pardners will not identify you publicly as the source without your consent.

7. Events and Event Hosts

Users may be able to create, coordinate, invite others to, or participate in events, meetups, activities, or gatherings through the Service. Unless Pardners expressly identifies itself as the organizer of a specific event, Pardners is not the organizer, host, sponsor, operator, supervisor, promoter, seller, ticket issuer, security provider, or insurer of any event.

If you are an Event Host, you are solely responsible for:

• (a) the accuracy of event information you provide;
• (b) complying with all applicable laws, venue rules, ticketing terms, permits, licenses, age restrictions, health and safety requirements, and accessibility requirements;
• (c) communicating material changes, cancellations, risks, and restrictions to attendees;
• (d) obtaining any permissions, permits, insurance, or approvals required for the event;
• (e) ensuring that your event does not facilitate illegal, unsafe, deceptive, discriminatory, exploitative, or abusive conduct; and
• (f) your communications, representations, acts, omissions, and interactions with attendees.

Pardners may remove, restrict, or cancel access to event listings or event-related features at any time, but Pardners is not responsible for verifying event details, supervising events, resolving attendee disputes, providing refunds, or ensuring event safety unless expressly stated in writing by Pardners.

8. Third-Party Services and Content

The Service may display, link to, incorporate, or rely on Third-Party Services, including services provided by Apple, Google, Google Maps, Google Places, Ticketmaster, The Movie Database/TMDB, Supabase, venues, event organizers, ticketing providers, analytics providers, hosting providers, and other third parties.

Third-Party Services are not owned or controlled by Pardners. Your use of Third-Party Services may be subject to separate terms, privacy policies, community rules, purchase terms, ticketing terms, data-use terms, venue rules, and other requirements. Pardners is not responsible for Third-Party Services, including their content, availability, accuracy, legality, safety, pricing, ticket availability, event information, privacy practices, data practices, security, or conduct.

Google Maps and Google Places. Certain location, place, map, and venue information may be provided by Google Maps Platform services. Google Maps/Places content is subject to Google's applicable terms and attribution requirements. Pardners does not remove or obscure Google-required attribution and may distinguish Google-provided content from other content within the Service.

Ticketmaster and Event Data. Certain event information may be provided by Ticketmaster or related event-data providers. Event details, ticket availability, pricing, fees, restrictions, seat information, cancellation information, and venue information may change and are controlled by the applicable event organizer, venue, ticketing provider, or third party. Ticket purchases, if any, are subject to the applicable ticketing provider's terms. Pardners does not guarantee that any event information is accurate, complete, current, or available.

TMDB. Certain movie, television, cast, crew, poster, image, or entertainment data may be supplied by The Movie Database/TMDB. This product uses the TMDB API but is not endorsed or certified by TMDB. TMDB attribution and approved branding will be displayed where required, including in an About, Credits, or similar section of the Service.

Supabase and Infrastructure Providers. The Service may use Supabase and other infrastructure providers to host, store, process, secure, authenticate, and transmit data as described in our Privacy Policy.

Pardners may change, suspend, or discontinue integrations with Third-Party Services at any time. You agree to comply with all applicable third-party terms when using the Service.

9. Important Safety Notice for Texas Users

Use caution when communicating with or meeting anyone you do not know. A person who can commit identity theft or fraud may also falsify a profile. Do not include your last name, home address, workplace, phone number, email address, financial information, precise location, or other identifying information in your public profile or early communications. Stop communicating with anyone who pressures you for personal information, money, financial assistance, investments, cryptocurrency transfers, transportation, tickets, sexual content, or secrecy.

If you choose to meet another User in person, meet in a public place with other people nearby, arrange your own transportation, tell a trusted person where you are going and when you expect to return, keep your phone charged, and leave if you feel unsafe.

10. Safety and Interactions With Other Users

Pardners is a technology platform. Pardners does not control, supervise, direct, or monitor Users' online or offline conduct. Pardners does not guarantee the identity, intentions, legitimacy, background, truthfulness, conduct, legality, or safety of any User.

You acknowledge that:

• (a) Users may provide false, incomplete, misleading, or deceptive information;
• (b) Users may act fraudulently, inappropriately, dangerously, unlawfully, or abusively;
• (c) online or offline interactions may involve risk, including property damage, financial loss, emotional distress, harassment, stalking, assault, sexual assault, bodily injury, or death;
• (d) verification tools, ratings, reviews, reports, profile indicators, safety features, and moderation actions are limited and may be inaccurate, incomplete, delayed, unavailable, or ineffective; and
• (e) Pardners does not control User behavior on or off the Service.

You are solely responsible for your interactions with other Users, whether online or in person. You agree to take reasonable precautions, including meeting in public places, arranging independent transportation, telling a trusted person about your plans, protecting your personal and financial information, and discontinuing communications or meetings that feel unsafe, suspicious, coercive, or inappropriate.

Reports and Safety Actions. Pardners may provide tools to report Users, User Content, events, or safety concerns. Reports may not be reviewed in real time. Pardners may, but is not required to, review reports, investigate complaints, remove content, restrict accounts, preserve records, notify affected Users, cooperate with law enforcement, or take other action that Pardners considers appropriate, subject to applicable law.

No Emergency Monitoring. Pardners is not an emergency service. If you believe you or someone else is in immediate danger, call 911 or local emergency services.

Release. To the fullest extent permitted by applicable law, you release, waive, discharge, and hold harmless Pardners, its affiliates, officers, directors, employees, contractors, agents, successors, licensors, and service providers from and against any and all claims, demands, causes of action, damages, losses, liabilities, costs, and expenses arising out of or relating to:

• (a) your interactions with other Users;
• (b) events, meetups, activities, communications, or transactions discovered, created, coordinated, or attended through the Service;
• (c) User conduct occurring online or offline;
• (d) User Content, profiles, ratings, reviews, reports, verification indicators, event listings, or communications;
• (e) any injury, harm, loss, or damage suffered in connection with your use of the Service or interactions with Users; and
• (f) Pardners' alleged negligence in screening, monitoring, moderating, warning, removing content, restricting accounts, responding to reports, or failing to take any such action, to the extent such release is permitted by applicable law.

Nothing in these Terms releases, limits, excludes, or waives liability to the extent such release, limitation, exclusion, or waiver is prohibited by applicable law, including liability for gross negligence, willful misconduct, intentional misconduct, fraud, or non-waivable statutory rights.

If you are a California resident, you waive California Civil Code Section 1542, which states: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

11. Nonconsensual Intimate Images and Digital Forgeries

You may not upload, send, request, threaten to distribute, distribute, display, link to, promote, or facilitate access to intimate images or videos of any person without that person's consent. This prohibition includes real images and videos, as well as AI-generated, altered, manipulated, or digitally forged images or videos that depict or appear to depict an identifiable person in an intimate or sexual manner.

Pardners provides a reporting process for removal requests involving nonconsensual intimate images or videos, including requests submitted by individuals who do not have a Pardners account. Removal requests may be submitted by emailing safety@pardners.app with the subject line "Nonconsensual Intimate Image Removal Request."

Pardners may remove or disable access to reported content, restrict or terminate accounts, preserve evidence, remove known identical copies, use hashing or similar tools to prevent re-upload, notify law enforcement, or take other action required or permitted by law.

False, abusive, or bad-faith removal requests may result in account restrictions or other consequences. Pardners will process removal requests in accordance with applicable law and our Nonconsensual Intimate Image Removal Policy.

12. No General Duty to Monitor

Except as required by applicable law, Pardners has no general obligation to monitor the Service, screen Users, verify User identities, review User Content, investigate complaints, supervise events, or take any particular enforcement action. Pardners may use manual, automated, or third-party tools to review, moderate, restrict, remove, preserve, or report content or accounts, but the existence of those tools does not create a duty to monitor, a duty to protect, or a representation that the Service or any User is safe.

Pardners' decision to take or not take any moderation, safety, enforcement, or investigative action does not create liability or waive any rights.

13. Termination

You may stop using the Service at any time. You may delete your account through the app or by contacting support@pardners.app, subject to the retention practices described in our Privacy Policy.

Pardners may suspend, restrict, disable, or terminate your account or access to all or part of the Service at any time, with or without notice, if we believe you have violated these Terms, created risk or possible legal exposure, engaged in unsafe or abusive conduct, provided false information, used the Service unlawfully, or otherwise harmed Pardners, Users, or third parties.

Account deletion or termination does not require Pardners to delete information that Pardners retains for backup, audit, security, fraud prevention, safety, legal compliance, dispute resolution, enforcement, accounting, or legitimate business purposes, as described in our Privacy Policy.

Upon termination, the license granted to you to use the Service ends immediately. Sections that by their nature should survive termination will survive, including ownership and IP reservations, User Content provisions, safety disclaimers, releases, warranty disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and miscellaneous provisions.

14. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL CONTENT MADE AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. PARDNERS, ITS LICENSORS, AND ITS SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICE OR ANY SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT ANY CONTENT, INCLUDING USER CONTENT, IS ACCURATE, RELIABLE, OR APPROPRIATE FOR YOUR PURPOSES.

Without limiting the foregoing, Pardners does not warrant or guarantee the accuracy, completeness, availability, legality, safety, quality, suitability, pricing, ticket availability, venue information, timing, cancellation status, accessibility information, or reliability of any event listing, Third-Party Service, User Content, profile, message, rating, review, verification indicator, recommendation, map, place information, or other content made available through the Service.

Nothing in this Section excludes warranties or rights that cannot be excluded under applicable law.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PARDNERS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICE, OR YOUR INTERACTIONS WITH OTHER USERS, REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, PARDNERS SHALL NOT BE LIABLE FOR ANY CLAIMS ARISING FROM ASSAULT, BATTERY, SEXUAL ASSAULT, SEXUAL MISCONDUCT, STALKING, HARASSMENT, FRAUD, THEFT, PROPERTY DAMAGE, BODILY INJURY, WRONGFUL DEATH, OR OTHER MISCONDUCT COMMITTED BY USERS OR THIRD PARTIES.

OUR TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100.00) OR (B) THE TOTAL AMOUNT YOU PAID TO PARDNERS, IF ANY, IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The limitations in this Section apply to the maximum extent permitted by applicable law, even if any limited remedy fails of its essential purpose, and they will survive termination of these Terms. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you; in such jurisdictions our liability is limited to the greatest extent permitted by law.

Nothing in these Terms excludes, limits, or restricts liability to the extent such exclusion, limitation, or restriction is prohibited by applicable law, including liability for gross negligence, willful misconduct, intentional misconduct, fraud, or non-waivable statutory rights.

16. Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Pardners and its affiliates, officers, directors, employees, contractors, agents, licensors, service providers, successors, and assigns from and against any claims, demands, actions, damages, losses, liabilities, judgments, settlements, costs, and expenses, including reasonable attorneys' fees and court costs, arising out of or relating to:

• (a) your access to or use of the Service;
• (b) your User Content;
• (c) your events, meetups, activities, communications, transactions, or interactions with other Users;
• (d) your violation of these Terms, our Community Guidelines, or applicable law;
• (e) your violation, misappropriation, or infringement of any third-party right, including intellectual property, privacy, publicity, confidentiality, contract, or safety rights; or
• (f) your fraud, misrepresentation, negligence, willful misconduct, or unlawful conduct.

You will not be required to indemnify Pardners to the extent a claim is caused solely by Pardners' gross negligence, willful misconduct, intentional misconduct, fraud, or violation of non-waivable law.

17. Changes to These Terms

We may revise these Terms from time to time. The "Effective Date" above shows when these Terms were last updated. The current version will be made available in the app and/or on our website.

If we make material changes, we will provide notice by email, in-app notice, or other reasonable means. Unless a longer period is required by law, material changes will take effect when posted or on the date stated in the notice. Your continued use of the Service after the updated Terms take effect constitutes acceptance of the updated Terms.

Changes to the arbitration agreement, class-action waiver, release, limitation of liability, or dispute-resolution provisions will not apply to disputes for which the parties have received written notice before the effective date of the change, unless the parties agree otherwise.

If a change requires your affirmative consent under applicable law, we will request that consent. If you do not agree to the updated Terms, you must stop using the Service.

18. Dispute Resolution and Arbitration

Please read this Section carefully. It affects your legal rights, including your right to file a lawsuit in court, your right to have a jury hear your claims, and your right to participate in a class or representative proceeding.

(a) Informal Resolution. Before either party initiates arbitration or a court proceeding, the party asserting a dispute must first send written notice to the other party describing the nature and basis of the dispute and the relief requested. Notices to Pardners must be sent to legal@pardners.app. Notices to you may be sent to the email address associated with your account or by other means permitted by these Terms.

The parties will attempt in good faith to resolve the dispute informally for at least sixty (60) days after the notice is received. This informal-resolution period is a condition precedent to arbitration or court, except for claims seeking emergency injunctive relief or claims that would be time-barred if not filed sooner. Any applicable statute of limitations will be tolled during the informal-resolution period.

(b) Binding Individual Arbitration. Except as expressly provided in this Section, any dispute, claim, or controversy arising out of or relating to these Terms, the Service, your account, your relationship with Pardners, or any communications between you and Pardners will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under the AAA Consumer Arbitration Rules and Mediation Procedures then in effect, except as modified by these Terms.

The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitrator will have authority to award the same remedies available in court, subject to the limitations and exclusions in these Terms and applicable law. The arbitrator's award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

(c) Arbitration Format and Location. Unless the parties agree otherwise, arbitration will be conducted by telephone, video conference, or written submissions, as determined under the AAA Consumer Arbitration Rules. If an in-person hearing is required, it will take place in the county where you reside unless the parties agree otherwise or the arbitrator determines that a different location is required for fundamental fairness or applicable law.

(d) Arbitration Fees. Arbitration fees will be allocated as required by the AAA Consumer Arbitration Rules. The most you will be required to pay is the amount required under those rules for a consumer claimant, unless the arbitrator determines that your claim was frivolous or filed for an improper purpose. Pardners will pay fees and arbitrator compensation required to be paid by Pardners under the AAA Consumer Arbitration Rules.

(e) Small Claims Court. Either party may bring an individual claim in small-claims court if the claim qualifies and remains in that court. This Section does not prevent either party from seeking qualifying relief in small-claims court.

(f) Exceptions. Either party may seek temporary, preliminary, or permanent injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidentiality obligations, data-security obligations, or unauthorized access to the Service.

(g) Class-Action and Representative-Action Waiver. You and Pardners agree that each may bring claims against the other only in an individual capacity and not as a plaintiff, claimant, class member, or representative in any class, collective, consolidated, private-attorney-general, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any class, collective, consolidated, private-attorney-general, or representative proceeding, except to the extent required by applicable law.

If a court of competent jurisdiction determines that this class-action or representative-action waiver is unenforceable as to a particular claim or remedy, then that claim or remedy, and only that claim or remedy, will be severed and may proceed in court, while all other claims and remedies remain subject to arbitration.

(h) Mass Arbitration. If multiple claimants represented by the same or coordinated counsel file substantially similar arbitration demands against Pardners, the parties agree that the AAA's applicable mass-arbitration rules, supplementary rules, fee schedules, batching procedures, mediation procedures, and administrative processes will apply to the fullest extent permitted by law. Each claimant retains the right to an individual determination and individual award unless otherwise agreed by the parties or permitted by applicable law.

(i) AAA Administration and Fallback. If the AAA is unavailable, declines to administer a dispute, or is unable to administer a dispute for reasons not caused by the claimant, the parties will confer in good faith to select a substitute arbitral forum. If the parties cannot agree, either party may ask a court of competent jurisdiction to appoint a substitute arbitral forum or arbitrator. If arbitration cannot lawfully proceed, the claim may proceed in court subject to the class-action waiver and venue provisions in these Terms, to the extent enforceable.

(j) Opt-Out. You may opt out of this Section 18 by sending written notice to legal@pardners.app within thirty (30) days after first accepting these Terms. Your opt-out notice must include your name, the email address associated with your account, and a clear statement that you wish to opt out of the arbitration agreement in Section 18. If you opt out, neither you nor Pardners will be required to arbitrate disputes under this Section, but all other provisions of these Terms will remain in effect.

19. Governing Law and Venue

These Terms and any dispute arising out of or relating to these Terms, the Service, or your relationship with Pardners are governed by the laws of the State of Texas, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs the interpretation and enforcement of Section 18. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 18 and except where prohibited by applicable consumer-protection law, any court proceeding arising out of or relating to these Terms or the Service must be brought exclusively in the state or federal courts located in Travis County, Texas, and each party consents to the personal jurisdiction and venue of those courts.

20. Copyright Complaints and DMCA Policy

Pardners respects intellectual property rights. If you believe content on the Service infringes your copyright, you may submit a notice under the Digital Millennium Copyright Act ("DMCA") to our designated copyright agent:

DMCA Agent: Pardners Copyright Agent
Address: Good Business HQ LLC, Austin, Texas, United States
Email: copyright@pardners.app

Your notice should include:

• (a) your physical or electronic signature;
• (b) identification of the copyrighted work you claim has been infringed;
• (c) identification of the material you claim is infringing and information reasonably sufficient for us to locate it;
• (d) your contact information, including name, mailing address, telephone number, and email address;
• (e) a statement that you have a good-faith belief that use of the material is not authorized by the copyright owner, its agent, or the law; and
• (f) a statement that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act for the copyright owner.

If we remove or disable access to content in response to a DMCA notice, we may notify the User who posted it. That User may submit a counter-notice if they believe the content was removed due to mistake or misidentification. Counter-notices must include the information required by the DMCA and should be sent to our DMCA agent.

Pardners may terminate or restrict accounts of Users who repeatedly infringe copyrights or other intellectual property rights.

21. Privacy

Our Privacy Policy explains how we collect, use, disclose, retain, and protect personal information, including account information, profile information, photos, messages, event information, location information, device information, usage data, reports, and communications.

Depending on where you live, you may have privacy rights, including rights to access, correct, delete, obtain, or opt out of certain processing of personal information. You may submit privacy requests by contacting privacy@pardners.app.

Pardners may review, process, preserve, disclose, or use account information, User Content, messages, reports, and related records as described in our Privacy Policy, including for safety, security, moderation, fraud prevention, legal compliance, dispute resolution, and enforcement.

22. Miscellaneous

Entire Agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and Pardners regarding the Service and supersede all prior and contemporaneous understandings.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

No Waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to enforce that provision later. Any waiver must be in writing and signed by an authorized representative of Pardners.

Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign these Terms in our sole discretion. Any attempted assignment in violation of this Section is null and void.

Headings. Section headings are for convenience only and have no substantive effect.

Notices. We may provide notices to you by email, in-app notification, or through the Service. You may provide notices to us at legal@pardners.app.

Electronic Communications. You consent to receive communications from Pardners electronically, including by email, in-app message, push notification, or through the Service. You agree that electronic communications satisfy any legal requirement that communications be in writing, except where applicable law requires a different form of notice.

Export and Sanctions Compliance. You may not use, export, re-export, import, or transfer the Service except as authorized by U.S. law and the laws of the jurisdiction where you access the Service. You represent and warrant that you are not located in a country or territory subject to a comprehensive U.S. government embargo and are not listed on any U.S. government list of prohibited or restricted parties.

Force Majeure. Pardners will not be liable for delay or failure to perform resulting from events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, cloud-service outages, app-store actions, third-party service failures, government actions, or changes in law.

Relationship of the Parties. These Terms do not create any partnership, joint venture, employment, agency, fiduciary, franchise, or other special relationship between you and Pardners.

No Third-Party Beneficiaries. Except as expressly stated in the Apple-specific terms or other applicable third-party terms, these Terms do not create rights for any third party.

23. Apple-Specific Terms

If you download or access the Service through the Apple App Store, the following additional terms apply:

• (a) these Terms are between you and Pardners, not Apple Inc. ("Apple");
• (b) Pardners, not Apple, is solely responsible for the Service and its content;
• (c) the license granted to you is limited to a non-transferable license to use the Service on Apple-branded products that you own or control and as permitted by the Apple Media Services Terms and Conditions, except that the Service may be accessed and used by other accounts associated with you through Family Sharing or volume purchasing, where applicable;
• (d) Apple has no obligation to provide maintenance or support for the Service;
• (e) to the extent any warranty is not effectively disclaimed, Pardners is solely responsible for that warranty; if the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the Service, and to the maximum extent permitted by law Apple will have no other warranty obligation with respect to the Service;
• (f) Pardners, not Apple, is responsible for addressing claims relating to the Service or your possession or use of the Service, including product-liability claims, claims that the Service fails to conform to legal or regulatory requirements, and claims under consumer-protection, privacy, or similar laws;
• (g) if a third party claims that the Service or your possession or use of the Service infringes that third party's intellectual property rights, Pardners, not Apple, is responsible for investigating, defending, settling, and discharging the claim;
• (h) you represent and warrant that you are not located in a country subject to a U.S. government embargo or designated by the U.S. government as a terrorist-supporting country, and that you are not listed on any U.S. government list of prohibited or restricted parties;
• (i) you must comply with applicable third-party terms when using the Service; and
• (j) Apple and Apple's subsidiaries are third-party beneficiaries of these Terms and may enforce these Terms against you as third-party beneficiaries.

Questions, complaints, or claims regarding the Service should be directed to Pardners at the contact information in Section 24.

24. Contact

Pardners is operated by:

Good Business HQ LLC
a Texas limited liability company
Austin, Texas, United States

Legal notices: legal@pardners.app
Support: support@pardners.app
Security: security@pardners.app
Privacy requests: privacy@pardners.app
Safety reports: safety@pardners.app or the in-app Report tools
Nonconsensual intimate image removal requests: safety@pardners.app
Copyright / DMCA notices: copyright@pardners.app