Terms and Conditions
September 2024
These Terms and Conditions ("Terms") govern your access to and use of ReferPro services ("Service" or "Services"), and any information, text, graphics, or other materials uploaded, downloaded, or appearing on the Services (collectively referred to as "Content"). By accessing or using the Services, you agree to be bound by these Terms. These Terms and Conditions (this “Agreement”) govern all agreements executed by you as, or on behalf of, the customer identified in the agreement (the “Customer”) for the Services provided by ReferPro Inc. a Delaware corporation. You represent that if you are entering into this Agreement on behalf of your employer, or any other entity or person as the Customer, you are duly authorized by your employer, such other entity or such other person to enter into this Agreement which will be binding upon such employer, other entity or person (and “Customer” as used in this Agreement shall refer to such employer, other entity or person).
1. Definitions.
1.1. “App” means the website or mobile app made available by ReferPro to Customer, which may be updated from time to time.
1.2. “Authorized Users” means designated individuals authorized by Customer to use and operate the Services on behalf of Customer under this Agreement and who have agreed in writing to comply with the applicable terms and conditions of this Agreement. Authorized Users may include Customer’s employees, contractors and agents but may not include competitors of ReferPro.
1.3. “CustomerBranding” means trademarks, service marks, trade names, business names, trade dress, logos, URLs, or other trademark and branding rights owned, controlled or licensed by Customer.
1.4. “Customer Content” means any data (including Personal Data), information, files, content, texts, images and any other materials transmitted by Customer, Authorized Users, and Users through the use of the Services.
1.5. “Customer Portal” means ReferPro’s web-based portal through which Customer may manage its account, establish accounts for Authorized Users, and access other features and functionality made available thereon from time to time.
1.6. “Intellectual Property Rights” means all copyrights, trademarks (including all goodwill associated therewith), trade secrets, patents, moral rights, industrial rights and all other intellectual, proprietary and other rights, including without limitation, (a) all rights, whether existing now or in the future, whether statutory or common law, whether subject to protection under statute, regulation or common law, in any jurisdiction in the world, together with all national, foreign and state registrations, applications for registration and all renewals and extensions thereof (including, without limitation, any continuations, continuations-in-part, divisionals, reissues, substitutions and reexaminations); (b) all benefits, privileges, causes of action and remedies relating to any of the foregoing, whether before or hereafter accrued (including, without limitation, the exclusive rights to apply for and maintain all such registrations, renewals and extensions); and (c) all rights to sue for all past, present and future infringements or other violations of any of the foregoing rights, and the right to settle and retain proceeds from any such actions.
1.7. “Liability” means any claims, losses, penalties, fines, expenses (including reasonable attorney’s fees and litigation costs), damages and other liability.
1.8. “Personal Data” means any information that identifies or can be used to identify an individual.
1.9. “Services” means the services described in your onboarding and agreement provided by ReferPro to Customer, the webpage, App, the Customer Portal, and any documentation made available by ReferPro related to any of the foregoing.
1.10. “Subscription Order Form” means the order or written agreement describing the Services to be provided by ReferPro to Customer under this Agreement and the fees therefor. The specific Services purchased by Customer under this Agreement may be amended from time to time by the parties by an amendment of the then applicable contract, agreement, or Subscription Order Form.
1.11. “Term” shall have the meaning set forth in Section 9.1.
1.12. “Terms and Conditions” means the end user license agreement and any other terms and conditions which govern the access and use of the Services by Authorized Users.
1.13. “Users” refers to the individuals with whom Customer communicates, transmits information and files, and otherwise transacts with, through the use of the Services, including via SMS text messaging and email.
2. Changes to this Agreement.
ReferPro reserves the right to update or make changes to this Agreement from time to time in its sole discretion, and we may notify Customer of changes by any reasonable means, including without limitation, by notifying Customer at the email address provided by Customer, by posting the revised version of this Agreement at least thirty (30) days in advance on ReferPro’s website or otherwise notifying Customer through the Services. Please read this TOS carefully before using the Services and check this TOS again each time you use the Services in the future, as they may change from time to time. You can determine when this TOS was last revised by referring to the “Updated” legend at the top of this TOS. Please return to this TOS to ensure familiarity with the most current version of this TOS. Your continued access or use of the Service after any changes to this TOS have been posted shall constitute your agreement and consent to the then-current version of this TOS in full
3. Services.
3.1. License to Access and Use the Services. The Subscription Order Form or agreement executed by Customer describes the Services to be provided by ReferPro to Customer during the Term and fees to be paid by Customer. ReferPro will provide the Services described in the Subscription Order Form or agreement in accordance with ReferPro’s documentation applicable to such Services. Subject to the terms and conditions of this Agreement, ReferPro grants to Customer a personal, non-exclusive, non-transferable (except as permitted under Section 11.3), non-sublicenseable license in the United States, during the Term to access and use the Services.
3.2. Restrictions and Obligations. Customer agrees (on behalf of itself and its Authorized Users) not to: (a) access or use the Services in any way not expressly permitted under Section 3.1 hereof; (b) sell, rent, lease, sublicense, pledge, assign (except as permitted under Section 11.3) or otherwise transfer Customer’s rights, in whole or in part, to access and use the Services to any third party or otherwise make the functionality of the Services available to any third party; (c) modify, adapt, translate or create derivative works based on the Services; (d) remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on or in the Services; (e) use or access the Services in any way not in compliance with applicable law; (f) decompile, disassemble or otherwise reverse engineer, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in, any portion of the Services; or (g) interfere with or disrupt the integrity, security features or performance of the Services or third-party data contained therein or otherwise attempt to gain unauthorized access to the Services or any associated systems or networks by penetration testing or otherwise. Customer will not permit or encourage any third party to do any of the foregoing.
3.3. License to ReferPro. Customer grants to ReferPro a non-exclusive, non-transferable (except as permitted under Section 11.3), royalty-free, fully paid up, right and license to: (a) use, reproduce and display the Customer Branding in connection with the provision of the Services, and (b) use, reproduce, format, transmit, process, store, receive, distribute and display Customer Content in connection with the provision of the Services and for the purposes of performing its obligations under this Agreement and complying with applicable law or legal requirements. ReferPro may list Customer as a customer of ReferPro, including displaying the Customer Branding, on ReferPro’s website and marketing materials. ReferPro will reasonably comply with Customer’s written trademark use policies provided to ReferPro in advance in connection with ReferPro’s use of the Customer Branding.
3.4. Authorized Users. Subject to the terms and conditions of this Agreement, Customer may permit Authorized Users to access and use the Services on Customer’s behalf in compliance with the terms and conditions of this Agreement, provided that all actions and omissions of Authorized Users in accessing and using the Services shall be deemed the actions and omissions of Customer under this Agreement. Customer will be responsible and liable to ReferPro for any breach of the applicable terms of this Agreement by any of its Authorized Users. Customer acknowledges and agrees that Authorized Users will be required to (a) register with ReferPro as authorized users of Customer, and (b) agree to be bound by additional Terms and Conditions, as determined by ReferPro in its sole discretion. ReferPro reserves the rights to modify the Terms and Conditions from time to time, and to provide notice of any modifications in any reasonable manner, including by posting modified Terms and Conditions on the Services. Customer acknowledges that even if Authorized Users are required to agree to other or additional terms and conditions (including Terms and Conditions) applicable to Authorized Users generally in their access and use of the Services, such terms and conditions between Authorized Users and ReferPro shall not affect the obligations or liability of Customer to ReferPro under this Agreement.
3.5. Registration; App. Customer and its Authorized Users must first register at the Customer Portal in order to access any future ReferPro App.
3.6. Customer Portal. During the Term of this Agreement, Customer may permit its Authorized Users to access and use the Customer Portal on behalf of Customer. Customer agrees (on behalf of itself and its Authorized Users) that: (a) in registering to access the Customer Portal, Customer and Authorized Users will provide true, accurate and complete information and will update such information so that it remains true, complete and accurate; (b) Customer and Authorized Users will maintain the confidentiality and security of the login credentials used to access the Customer Portal (“Login Credentials”); (c) Customer and Authorized Users will not transfer, share, disclose or resell such Login Credentials or otherwise share or transfer access to the Customer Portal to any third party; and (d) Customer and Authorized Users will promptly notify ReferPro of any unauthorized use of such Login Credentials or unauthorized access to the Services through Customer’s and Authorized Users’ accounts with ReferPro. ReferPro will not have any Liability arising from Customer’s or its Authorized Users’ failure to comply with the foregoing, and Customer is entirely responsible for all activities taking place through Customer’s and its Authorized Users’ accounts and for any other actions or omission by its Authorized Users.
3.7. Aggregated Data. ReferPro shall have the right to internally use, store, process, modify and reproduce Aggregated Data for ReferPro’s internal business purposes, including development, diagnostic, forecasting, planning, analysis and corrective purposes in connection with the Services, and for otherwise improving and enhancing the Services; and to distribute, disclose and otherwise exploit in any manner Aggregated Data for ReferPro’s business purposes, including disclosure within its public statements and marketing materials describing and/or promoting ReferPro and/or the Services. “Aggregated Data” means any data obtained by ReferPro, including data pertaining to the Services, ReferPro’s systems and software, and the use of any of the foregoing, and data which may be derived from Customer Content, which in all instances (a) does not identify an individual and (b) is not attributed to Customer. Aggregated Data includes data that has been combined into databases which include third party data.
3.8. Feedback. With respect to comments, suggestions, enhancement requests, recommendations or other feedback provided by Customer and its Authorized Users (“Feedback”), Customer hereby grants (on behalf of itself and its Authorized Users) to ReferPro a non-exclusive, perpetual, irrevocable, world-wide, royalty-free, fully paid up, sublicenseable, transferable, right and license, with full rights to grant sublicenses, to use, make, have made, offer for sale, sell, license, import, copy, create derivative works of, distribute, perform, transmit, and display and otherwise exploit such Feedback for any and all purposes whatsoever, without restriction.
3.9. Integrations with Third Parties. Customer acknowledges that the Services may, from time to time, offer Customer the ability to access Customer’s accounts with third parties (“Third Party Accounts”) through Customer’s account for the Services, which may include the ability by Customer to generate and transmit information, files and data from and to such Third Party Accounts via the Services and to effect transactions with such Third Party Accounts, subject to the authorizations, terms and conditions applicable to Customer’s Third Party Accounts. ReferPro reserves the right, from time to time, to modify or terminate such integrations by advance written notice to Customer. Customer acknowledges and agrees that (a) in accessing such Third Party Accounts, Customer will at all times comply with the terms and conditions of the applicable agreements with such third parties governing Customer’s access and use of such Third Party Accounts, (b) Customer will not access or attempt to access such Third Party Accounts except through Customer’s own current valid account access credentials, (c) Customer will indemnify and hold ReferPro harmless from any and all Liability arising from Customer’s access or use of its Third Party Accounts via the Services and any activity taking place on Customer’s Third Party Accounts, and (d) Customer may be required to agree to additional or different terms and conditions in order to have access (or have continued access) to its Third Party Accounts via the Services. Customer acknowledges and agrees that ReferPro does not provide, makes no warranties, and will have no liability with respect to the products and services made available by third parties through Customer’s Third Party Accounts accessed via the Services. Additionally, Customer acknowledges and consents to Customer Content being transmitted to and from third parties, including to and from Customer’s Third Party Accounts.
3.10. Support. During the Term, ReferPro will provide standard technical support services for the Services in accordance with ReferPro’s then-effective standard support policy applicable to the Services purchased by Customer.
3.11. Customer Information and Registration. Customer represents and warrants that the information provided by Customer about itself, including its taxpayer/employer identification number, the correct customer location or business address for each text and/or email sent using the Services (“Customer Information”) is, and at all times will be, accurate, truthful and complete. Customer will promptly correct or update any Customer Information which does not meet the foregoing requirements. Customer agrees that the Customer Information will be used by ReferPro and its vendors to register Customer’s phone number(s) as being associated with Customer and that if any Customer Information is inaccurate, untruthful or incomplete: (a) the texts and/or emails sent by or on behalf of Customer through the Services may be marked as spam and therefore not received by the intended Users and/or (b) Customer will pay or promptly reimburse ReferPro for any fees or penalties assessed by such third party vendors and/or regulatory bodies due to Customer Information that is inaccurate, untruthful or incomplete.
3.12. Compliance with Applicable Law; CCPA; CPRA. In accessing and using the Services, Customer and its Authorized Users will comply with any and all local, state and federal laws (“Applicable Law”), including without limitation: (a) the Telephone Consumer Protection Act (47 U.S.C. § 227) and rules promulgated thereunder and the Telemarketing Sales Rule; (b) the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (also known as the CAN-SPAM Act); (c) state and federal do-not-call laws; (d) the California Privacy Rights Act and the California Consumer Privacy Act (“CCPA”); and (e) export control laws and regulations of the United States and other jurisdictions. With respect to the CCPA: (i) the parties acknowledge and agree that ReferPro is a “service provider” as that term is defined therein; (iii) the parties shall safeguard and hold all personal information (as defined in the CCPA), and (iii) the parties shall not disclose such personal information except when disclosure is (x) required by law, (y) required in order to provide the Services, or (z) authorized by Customer in writing, including as described in this Agreement.
3.13. Permission to Communicate with Users; Stopping Communications. Customer represents and warrants that it has obtained all requisite permissions, consents and authorizations from Users, as required by Applicable Law, to send text, email or other electronic messages and other communications to Users and to otherwise contact Users through the use of the Services. Customer will immediately cease all communication through the Services with Users who indicate (whether through the use of the Services or otherwise) that they wish to opt-out, unsubscribe, stop receiving communications or otherwise wish not to be contacted by or behalf of Customer (“Opt Out”). ReferPro reserves the right to, without an obligation to monitor Customer’s activity and use of the Services, terminate communications through the Services with any User who has Opted Out.
3.14. Changes to the Services. Customer understands and agrees that ReferPro may, from time to time, in ReferPro’s sole discretion, improve, enhance, modify and/or expand the features and functionality of the Services during and after the Term at no additional cost to Customer. ReferPro shall use commercially reasonable efforts to provide Customer with notice of any such changes.
3.15. Notes. We reserve the right to respond to any inbound text messages, emails, or other communications, which may include interactions facilitated by AI chatbots. The primary purpose of these responses is to verify referral data provided by customers through their referral link, or communicated via text message, email, or phone call.
3.16. Compliance. (a) Customers, members, users, and visitors of ReferPro hereby represent and warrant that you will at all times remain solely responsible for ensuring that you comply with all privacy, data protection and anti-spam laws applicable to your retention and use of any and all visitor information or content collected through the services, sent via the services or otherwise, including but not limited to the federal trade commission's telemarketing sales rule, the telephone consumer protection act of 1991, the health insurance portability and accountability affiliates, officers, agents, and employees, harmless from all claims, actions, proceedings, demands, damages, losses, costs, and expenses (including reasonable legal fees), incurred in connection with any content submitted, posted, transmitted or made available by you through the services and/or any violation by you of these terms of service.
- (b) If you are a visitor, you hereby waive any claim you may now have or may have at any time in the future against ReferPro regarding your use of the services, or any use of your content, including your personal information, by any member and you hereby acknowledge that ReferPro is not and will not be responsible in any way or under any theory of law for any such action of any member.
- (c) Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to ReferPro, or otherwise has legal rights to provide such Client Data, and Client Data and ReferPro’s use thereof will not violate third-party rights, including intellectual property, privacy and publicity rights; (b) ReferPro’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, or regulation; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide ReferPro with any Customer, Client or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s authorized representative(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify ReferPro immediately. Additionally, if an integration is included in the Services Client orders, Client grants ReferPro the right to access Client’s Information or CRM system directly or through a third-party service for the purposes of fulfilling ReferPro’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting ReferPro such right. ReferPro will not be held liable for any consequences of false and/or inaccurate content published to an online review or ratings website through ReferPro by Client or its Authorized Users.
- (d) Client understands and agrees that the Services are intended to allow Client to send electronic communication, including but not limited to text messages, only to Client’s own current Customers who have consented to the receipt of such communications and are provided with necessary notices in accordance with applicable law and regulations. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable laws, prior to utilizing the Services; and (b) obtain all necessary rights, releases and consents to allow Client Data to be collected, used and disclosed in the manner contemplated by this Agreement and to grant ReferPro the rights herein. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable law and regulations and shall not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable law or regulation and ReferPro expressly disclaims any liability for Client’s non-compliance. ReferPro reserves the right to suspend or terminate Client’s access to the Services or the messaging feature if ReferPro believes, in its discretion, that Client has violated this.
4. Payments
4.1. Fees and Payment. Customer will pay ReferPro the applicable fees set forth in the agreement and in the manner described in the agreement. Customer understands that all fees are non-refundable. Any amounts payable to ReferPro under this Agreement which are not paid by the due date thereof shall bear interest, calculated at one percent (1.0%) (or the maximum amount permitted by applicable law, whichever is lower) per month or fraction thereof, until the full amount due is paid in full. In the event that fees and charges are not paid within ten (10) days after the due date thereof, ReferPro shall have the right to suspend the Services until all amounts due are paid. If Customer disputes any amounts on an invoice, Customer shall pay all undisputed amounts and provide written notice of the disputed amounts to ReferPro, including in reasonable detail the basis for such dispute, no later than the due date of such invoice. If Customer has not provided such notice by the due date, Customer shall not have the right to dispute such charges.
4.2. Taxes. Customer will be responsible to pay and will pay directly, and agrees to indemnify and hold ReferPro harmless from and against, any and all taxes, levies or duties imposed by any local, state, federal or international taxing authority, including any applicable sales, VAT, use, excise, and withholding taxes on the transactions or payments made by Customer to ReferPro under this Agreement, other than taxes based on ReferPro’s net income.
4.3. Company may choose to bill through a subscription. Company may also choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
5. Ownership
5.1. Ownership by ReferPro. ReferPro shall retain and shall exclusively own all right, title and interest (including all Intellectual Property Rights) in and to the Services, and all components thereof, and the networks, systems and software used by ReferPro in the provision of the Services.
5.2. Ownership by Customer. Customer shall retain and shall exclusively own all right, title and interest (including all Intellectual Property Rights) in and to the Customer Branding and Customer Content provided to ReferPro under this Agreement.
5.3. Reservation of Rights. Each party reserves all rights not expressly granted to the party under this Agreement.
6. Warranties; Disclaimers.
6.1. Warranty. ReferPro hereby warrants to Customer that during the Term the Services will materially conform to the specifications, if any, contained in the agreement. In the event of a breach of the warranty set forth in this Section 6.1, ReferPro agrees, as ReferPro’s sole and exclusive obligation and Customer’s sole and exclusive remedy, to use commercially reasonable efforts to provide corrected Services. 6.2. No Other Warranties. EXCEPT FOR ANY EXPRESS WARRANTIES MADE IN THIS AGREEMENT, REFERPRO MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY OTHER MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE SERVICES PROVIDED HEREUNDER, AND REFERPRO HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND TITLE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REFERPRO CANNOT GUARANTEE AND MAKES NO WARRANTY THAT (A) THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, (B) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; OR (C) ANY DEFECT OR MALFUNCTION IN THE SERVICES IS CORRECTABLE OR WILL BE CORRECTED. THE LIMITED WARRANTY PROVIDED IN SECTION 6.1 WILL NOT APPLY TO, AND REFERPRO WILL HAVE NO WARRANTY OBLIGATION WITH RESPECT TO, (I) ANY DEFECT OR MALFUNCTION RESULTING FROM MODIFICATION OR IMPROPER USE OF THE SERVICES, OR (II) ANY CAUSE OTHER THAN ORDINARY USE OF THE SERVICES.
7. Confidentiality
7.1. Confidential Information. By virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). For purposes of this Agreement, “Confidential Information” of a party means information relating to a disclosing party, its business, technology, suppliers, licensors, customers, and third parties to whom the disclosing party has an obligation of confidentiality, whether disclosed orally, in writing or otherwise, that is marked or described as confidential or proprietary or provided under circumstances reasonably indicating that it is confidential or proprietary. Confidential Information includes, without limitation, business plans, technical information or data, product ideas, methodologies, calculation algorithms and analytical routines; and all personnel, customer, contracts and financial information or materials disclosed or otherwise provided by such party (“Disclosing Party”) to the other party (“Receiving Party”). Confidential Information of a Disclosing Party shall be owned by such Disclosing Party. Confidential Information does not include that which (a) is already in the Receiving Party’s possession at the time of disclosure to the Receiving Party, (b) is or becomes part of public knowledge other than as a result of any action or inaction of the Receiving Party, (c) is obtained by the Receiving Party from a third party without a duty of confidentiality, or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
7.2. Obligations. The Receiving Party agrees: (a) to protect the Confidential Information of the Disclosing Party from unauthorized disclosure and use; (b) to use the Disclosing Party’s Confidential Information solely for performing the Receiving Party’s obligations and exercising the Receiving Party’s rights hereunder; (c) not to disclose any Confidential Information of the Disclosing Party, or any part or parts thereof, except to the Receiving Party’s employees and contractors with a “need to access” such information who are obligated to maintain the confidentiality of such Confidential Information under similar terms and conditions as in this Section 7. The Receiving Party shall protect the Confidential Information of the Disclosing Party with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity, but no less than reasonable care under the circumstances.
7.3. Exclusions. The Receiving Party may disclose the Confidential Information of the Disclosing Party if the Receiving Party is legally compelled to do so, provided that prior to any such compelled disclosure, the Receiving Party shall (if legally able to) notify the Disclosing Party of such compelled disclosure and shall cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information.
8. Indemnification
8.1. Indemnification by Customer. Customer shall indemnify, defend and hold ReferPro and its successors and assigns harmless from and against any Liability arising from: (a) a claim alleging that the Customer Content or Customer Branding, or any portions thereof, infringe or misappropriate, derogate or violate a third party’s Intellectual Property Rights, rights to publicity or privacy, or other rights, or that any Customer Content is defamatory or obscene; and (b) arising from Customer’s breach of its obligations under Sections 3.11 and 3.12.
8.2. Indemnification by ReferPro. ReferPro shall work diligently to help customer in the case of any third party claims
8.3. Indemnification Procedures. In seeking indemnification for third party claims under this Section 8, the indemnified party: (a) will provide the indemnifying party with prompt written notice of any claim for which indemnification is sought, provided, however, that the failure to give timely notice will not relieve the indemnifying party of its obligations under this Section except to the extent that such untimely notice impairs the ability of the indemnifying party to defend or settle the claim; (b) cooperate with the indemnifying party (at the indemnifying party’s expense) and provide reasonable assistance and information; and (c) permit the indemnifying party to control and direct the defense or settlement of any such claim, provided that the indemnifying party will not settle any claim which settlement terms requires the indemnified party to admit liability without the indemnified party’s prior written consent. The indemnified party may participate in the defense and settlement of such claim at the indemnified party’s sole expense.
9. Term and Termination
9.1. Term. The term of this Agreement shall commence on the Effective Date and continue for the term set forth in the agreement (the “Initial Term”). The term will automatically renew as described in the agreement. Unless the parties agree otherwise in writing, the same Services shall renew for any renewal term of this Agreement. The Initial Term and renewal term(s), if any, are herein referred to as the “Term.”
9.2. Termination for Breach. Either party may request early termination for legal breach of agreement. ReferPro in it’s sole discretion decides to approve or decline such request.
9.3. Termination for Bankruptcy. Either party may terminate this Agreement immediately upon written notice to the other party, in the event that the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law (whether domestic or foreign), has wound up or liquidated, voluntarily or otherwise, or ceases to do business in the normal course. The affected party shall promptly notify the other party in the event of the occurrence of any of the foregoing instances.
9.4. Effect of Termination. Upon any termination or expiration of this Agreement: (a) ReferPro shall have the right to terminate access and use of the Services (and Customer will not have access to any Customer Content included therein); (b) any and all payments due under this Agreement shall immediately become due and payable; and (d) Sections 3.5, 3.7, 3.8, 3.11, 3.12, 3.13, 4, 5, 7 8, 9.4, 7, 8, 9, 10 and 11 shall survive. Termination of this Agreement by either party shall not act as a waiver of any breach of this Agreement, shall not act as a release of either party from any liability for breach of such party’s obligations under this Agreement, and shall be without prejudice to any other right or remedy that a party may have at law or in equity. Neither party shall be liable to the other party due to termination of this Agreement in accordance with the termination provisions hereof, whether for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of either party.
9.5 Cancellation Policy. To initiate the cancellation of your subscription after the 1 year agreement, you must first send an email to cancel@referpro.co expressing your desire to cancel. Upon receiving your email, we will provide you with a cancellation form that must be completed and submitted to us.
Cancellation Process Steps:
- Email Request: Send an email to cancel@referpro.co to express your intention to cancel your subscription. Please include your full name, account username, and any relevant contact information associated with your account.
- Cancellation Form: After we receive your email, we will send you a cancellation form. This form is designed to gather necessary information for processing your cancellation and to understand your reasons for leaving, which will help us improve our service.
- Form Submission Deadline: You must complete and submit the cancellation form at least 7 days prior to the start of your next billing cycle. This timeframe is crucial to ensure your subscription is canceled before the next billing cycle begins.
- Confirmation: Once we have received your completed cancellation form, we will process your cancellation request and send you an email confirmation. Please keep this confirmation for your records.
Important Notes:
- Failing to complete and submit the cancellation form within the specified timeframe will result in the continuation of your subscription and charges for the next billing cycle.
- It is your responsibility to ensure that the cancellation form is submitted on time if you wish to avoid further charges.
10. Limitation of Liability
10.1. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION OR OTHERWISE, SHALL REFERPRO BE LIABLE TO CUSTOMER OR ANY THIRD PARTY (A) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, (B) FOR ANY DAMAGES FOR LOST PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, USE OR COST OF SUBSTITUTE PROCUREMENT, INCURRED BY CUSTOMER OR ANY THIRD PARTY, EVEN IF REFERPRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. Customer acknowledges that the limitations of liability contained in this Section 10 are a fundamental part of the basis of ReferPro’s bargain hereunder, and ReferPro would not enter into this Agreement absent such limitations. In no event will ReferPro, its affiliates, officers, directors, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of or inability to access or use the Services; (b) any conduct or content of any third party on the Services; or (c) unauthorized access, use, or alteration of your transmissions or content. In no event shall ReferPro's aggregate liability for all claims related to the Services exceed one thousand U.S. dollars (USD $1,000).
10.1. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION OR OTHERWISE, SHALL REFERPRO BE LIABLE TO CUSTOMER OR ANY THIRD PARTY (A) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, (B) FOR ANY DAMAGES FOR LOST PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, USE OR COST OF SUBSTITUTE PROCUREMENT, INCURRED BY CUSTOMER OR ANY THIRD PARTY, EVEN IF REFERPRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. Customer acknowledges that the limitations of liability contained in this Section 10 are a fundamental part of the basis of ReferPro’s bargain hereunder, and ReferPro would not enter into this Agreement absent such limitations. In no event will ReferPro, its affiliates, officers, directors, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of or inability to access or use the Services; (b) any conduct or content of any third party on the Services; or (c) unauthorized access, use, or alteration of your transmissions or content. In no event shall ReferPro's aggregate liability for all claims related to the Services exceed one thousand U.S. dollars (USD $1,000).
11. General
11.1. Relationship of Parties. Both parties are, and shall remain at all times, independent contractors, and nothing in this Agreement will be construed to create an agency, employment, fiduciary, representative or any other relationship between the parties.
11.2. Governing Law; Venue. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Utah without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Utah to the rights and duties of the parties. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in the state and federal court located in the State of Utah, and each party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding; provided, however, that either party may seek injunctive relief in any court of competent jurisdiction.
11.3. Assignment. Neither party shall have the right to assign, delegate or otherwise transfer this Agreement or its rights and obligations, whether by agreement, operation of law or otherwise, without the express prior written consent of the other party, and any attempt to assign, delegate or otherwise transfer this Agreement or any of such party’s rights or obligations hereunder without such consent shall be void; provided, however, either party may assign this Agreement in its entirety without the prior written consent of the other party solely in connection with a merger, consolidation, corporate reorganization, sale of all or substantially all of such party’s assets, sale of stock, change of name or like event if the assigning party provides written notice to the other party promptly after the completion of such assignment and the assignee agrees in writing to be bound by this Agreement. Any attempted assignment other than in accordance with this Section 11.3 shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
11.4. Identify Customer as a Customer of ReferPro. ReferPro may identify Customer as its customer, and display Customer’s trademark(s), on ReferPro’s website and marketing materials.
11.5. Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement shall be in writing to be effective and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
11.6. Severability. Any determination that any provision of this Agreement or any application thereof is invalid, illegal or unenforceable in any respect in any instance shall not affect the validity, legality and enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Agreement.
11.7. Captions and Section Headings. The captions and Section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.
11.8. Notices. Any notice required to be given under this Agreement shall be in writing and delivered personally, by email transmission, by express overnight mail or by certified U.S. mail to the other designated party at the postal address or email address set forth after each party’s signature (or such other postal address or email address provided by each party in accordance with this Section) or the email provided by Customer in connection with Customer’s account. Notices shall be deemed effective (a) on the date of delivery, if delivered personally; (b) on the date of email transmission, if sent by email and a response email or other confirmation by the recipient of the receipt of such email is received by the sending party; (c) one (1) business day after deposit, if sent by express overnight courier, with written confirmation of receipt; or (d) two (2) business days after posting, if sent by certified U.S. mail.
11.9. Force Majeure. Neither party shall be liable to the other party for any delay or failure in performing under this Agreement resulting, directly or indirectly, from any cause beyond its reasonable control (“Force Majeure”), including without limitation, electrical power failures, strikes, labor disputes, acts of terrorism, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of nature, war, governmental actions, orders of domestic or foreign courts or tribunals, nonperformance of third parties, Internet or other network (including without limitation phone network or other telecommunications network) failures or “brownouts,” denial of service attacks, DNS spoofing attacks and/or hacking attacks of a similar nature, telecommunication carrier failures, or loss or fluctuations in heat, light or air conditioning. The party affected by an event of Force Majeure will notify the other party of such Force Majeure and will take reasonable steps to resume performance.
11.10. Entire Agreement; Amendment. This Agreement contains the complete understanding between the parties with respect to their respective subject matter hereof and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. No changes, amendments, or alterations to this Agreement shall be effective unless signed by duly authorized representatives of both parties, except as expressly provided herein.
12. Payment and Renewal
12.1. Payment. You agree to pay all fees or charges to your account based on ReferPro's fees, charges, and billing terms in effect as shown on the payment page. You are responsible for paying any taxes that the government may impose on your transactions.
12.2. Renewal. Your subscription to the Services will automatically renew at the end of the subscription period, unless you cancel your subscription 30 days before the end of the current subscription period.
13. Privacy Policy
13.1. Privacy Policy
At ReferPro, Inc., we are committed to protecting your privacy. This Privacy Policy outlines how we collect, use, and safeguard the personal information you provide to us when opting into our SMS referral program.
Information Collection
When you opt into our SMS referral program, we collect your name, phone number, and optionally your email address and address. We do not collect any additional personal information without your consent.
Use of Information
We use the information you provide solely for the purpose of sending you SMS messages related to referral programs from local businesses. Your information will not be used for any other purpose without your consent.
Information Sharing
ReferPro, Inc. does not sell, trade, or rent your personal information to third parties.
Data Security
We implement appropriate security measures to protect your personal information against unauthorized access, alteration, disclosure, or destruction. However, no method of transmission over the internet or electronic storage is 100% secure. Therefore, we cannot guarantee absolute security of your data.
Data Retention
We will retain your personal information only for as long as necessary to fulfill the purposes outlined in this Privacy Policy. You may request the deletion of your information at any time by opting out of the SMS referral program.
Children’s Privacy
Our SMS referral program is not directed to individuals under the age of 18. We do not knowingly collect personal information from children under 18. If you are a parent or guardian and become aware that your child has provided us with personal information, please contact us to have it removed.
Changes to Privacy Policy
ReferPro, Inc. reserves the right to update or change this Privacy Policy at any time. Any revisions will be effective immediately upon posting on our website.
Contact Us
If you have any questions about the Privacy Policy, please contact us at office@referpro.co.
End-User Terms and Conditions
Please read these terms and conditions ("Terms", "Terms and Conditions") carefully before opting into our SMS referral program provided by ReferPro, Inc.
By opting into our SMS referral program, you agree to be bound by these Terms. If you disagree with any part of the terms, then you may choose not to participate in the program.
Opting Into the SMS Referral Program
By providing your information or responding to a text through one of ReferPro's or our customers', partners', or affiliates' opt-in channels, or by messaging in, you consent to receive referral messages from ReferPro or customers', partners', or affiliates' of ReferPro, Inc. You authorize your opt-in for future text communication from ReferPro, Inc. or the businesses who are using the ReferPro platform. We reserve the right to respond to any messages you send to Referpro, our customers’, partners’, or affiliates’.
Information Usage and Privacy
ReferPro, Inc. will only use your provided information for the purpose of sending you SMS messages related to referral programs from local businesses. ReferPro, Inc. will not sell or distribute your information to any third parties without your consent.
Opting Out
You may opt out of the SMS referral program at any time by replying "STOP" to any SMS message received from ReferPro, Inc. Upon opting out, you will no longer receive SMS messages related to ReferPro, Inc.'s referral programs.
Texting Help
You may text "HELP" to receive assistance or information about the SMS referral program. Our customer support team will respond to your inquiry promptly.
Message and Data Rates
Message and data rates may apply to SMS messages sent and received as part of the referral program, depending on your mobile carrier plan.
Eligibility
Participants must be at least 18 years of age to opt into the SMS referral program. By opting in, you confirm that you meet the eligibility requirements.
Modification of Terms
ReferPro, Inc. reserves the right to modify these terms and conditions at any time. Any changes will be effective immediately upon posting on this page.
Contact Us
If you have any questions about these Terms and Conditions, please contact us at office@referpro.co.
By opting into ReferPro, Inc.'s SMS referral program, you acknowledge that you have read and understood these Terms and agree to be bound by them.
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