PLEASE READ THE FOLLOWING TERMS CAREFULLY BECAUSE, BY ACCESSING REFERRALRIVER.COM OR DOWNLOADING, INSTALLING AND USING SERVICES AVAILABLE ON REFERRALRIVER.COM OR PROVIDED BY REFERRALRIVER.COM, YOU ACCEPT AND AGREE TO THEM. PLEASE ALSO READ OUR PRIVACY POLICY TO LEARN HOW WE COLLECT AND USE INFORMATION.

Last revised August 28, 2017

These ReferralRiver.com Service Terms (these “Terms”) explain the relationship between ReferralRiver LLC (“ReferralRiver”, “we” or “us”) and you when you (i) access and use ReferralRiver.com and its related domains (together, the “Site”) and/or (ii) download, install, use and in some cases purchase ReferralRiver’s proprietary email software applications (including all related documentation, updates and upgrades) and any other services offered through the Site (the “ReferralRiver Services”).

These Terms govern visitors’ access to and use of the public & private areas of the Site, as well as access to and use of the ReferralRiver Services. Unless otherwise indicated, “ReferralRiver Services” as used throughout these Terms includes the public & private areas and the ReferralRiver Services. For the purposes of these Terms, “you” or “your” refers to you as a visitor to or registered user of the ReferralRiver Services.

THESE TERMS, TOGETHER WITH OUR PRIVACY POLICY, FORM AN AGREEMENT BETWEEN YOU AND REFERRALRIVER. BY USING THE REFERRALRIVER SERVICES, YOU REPRESENT TO US THAT YOU ARE LEGALLY COMPETENT TO ENTER INTO THIS AGREEMENT. IF YOU ARE USING THE REFERRALRIVER SERVICES ON BEHALF OF YOUR EMPLOYER, YOUR ACCEPTANCE OF THESE TERMS IS DEEMED AN AGREEMENT BETWEEN YOUR EMPLOYER AND REFERRALRIVER AND YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND YOUR EMPLOYER TO THESE TERMS.

  1. License Grant.The ReferralRiver Services are owned by ReferralRiver and are licensed, not sold, to you. ReferralRiver grants to you a personal, nonexclusive, nontransferable, limited license (without the right to sublicense) to access and use the Site and to access, download, install and use the ReferralRiver Services subject to the limitations set forth in these Terms, any relevant purchase order or ordering document related to the ReferralRiver Services (“Order Form”) and any and all other terms and policies set forth in the ReferralRiver Services. You acknowledge that the source code for the ReferralRiver Services and other trade secrets embodied in the ReferralRiver Services have not been and will not be licensed or otherwise disclosed to you. All rights not expressly granted herein are reserved by ReferralRiver.
  2. Use of ReferralRiver Services.

2.1 Registration: Unless you are visiting only the public areas of the Site, you are required to register and create an account to use the ReferralRiver Services (“Account”). You agree that you will maintain and update your registration and account information to ensure it is current, complete and accurate and that we have the right to terminate your Account and use of the ReferralRiver Service if you provide untrue, incomplete or inaccurate information.

2.2 Your Responsibilities: You are responsible for providing the equipment and services that you need to access, download, install and use the ReferralRiver Services. ReferralRiver does not guarantee that the ReferralRiver Services are accessible on any particular equipment or device or with any particular software or service plan.

You are responsible for all activities that occur through your Account, whether or not authorized by you. Please do not share your Account with any other person.

You will use the ReferralRiver Services only for your internal business purposes and in accordance with applicable laws, rules and regulations. You are responsible for all of your activities that occur within, through or as a result of your use of the ReferralRiver Services. You agree that you will not use the ReferralRiver Services for unlawful purposes or to engage in any illegal, offensive, indecent or objectionable conduct, including violation of any third party privacy or other rights. You agree that you will not use the ReferralRiver Services if you are under the age of majority in your place of residence or otherwise not fully able and competent to agree to these Terms.

If you use the ReferralRiver Services on your mobile device, you are solely responsible for all message and data fees charged by your wireless service provider. Please contact your mobile service provider for pricing plans and details. ReferralRiver is not liable for any delays, interruptions or other transmission errors related to your device, service or wireless service provider.

Except as specifically permitted in these Terms or expressly authorized in writing by ReferralRiver, you agree that you will not directly or indirectly: (a) distribute, sell, assign, encumber, transfer, rent, lease, sublicense, modify or time-share the ReferralRiver Services; (b) use any of the ReferralRiver Services in any service bureau arrangement; (c) reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify any of the ReferralRiver Services; or (d) permit any third party to engage in any of the acts described in clauses (a) through (c).

You are not permitted to: (w) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in any of the ReferralRiver Services; (x) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any of the ReferralRiver Services; (y) use any means to discover the source code of the ReferralRiver Services or to discover the trade secrets in the ReferralRiver Services; or (z) otherwise circumvent any functionality that controls access to or otherwise protects the ReferralRiver Services.

You are responsible for complying with all laws, rules and regulations (including those relating to internet, data and email privacy) that apply to your use of the ReferralRiver Services.

2.3 Our Responsibilities: ReferralRiver is responsible for providing the ReferralRiver Services in accordance with these Terms and all applicable laws, rules and regulations.

You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store in connection with or relating to the ReferralRiver Service (“Your Content” as defined in Section 3 below).

We will maintain commercially reasonable administrative, physical and technical safeguards intended to protect the security, confidentiality and integrity of information that you provide to or through the ReferralRiver Services (including Your Content as defined in Section 3 below).

ReferralRiver reserves the right but is not obligated to improve, enhance or modify the ReferralRiver Services. We will notify you in advance of changes to the ReferralRiver Services that may significantly adversely affect the manner in which you use the ReferralRiver Services or the manner in which the ReferralRiver Services perform.

ReferralRiver is not responsible for the content of Other Services or for losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys’ fees (“Claims”) arising from your use of content, information, web sites, Software, services and other materials of third parties with which you may interact when you use the ReferralRiver Services (collectively, “Other Services”). YOU ACCESS OTHER SERVICES ENTIRELY AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLYING WITH TERMS AND CONDITIONS APPLICABLE TO YOUR ACCESS AND USE OF OTHER SERVICES.

2.4 Availability: We use commercially reasonable efforts to make the ReferralRiver Services available to you 24 hours per day, seven (7) days per week, excluding scheduled maintenance time, unavailability caused by you or any software, hardware or service not provided by us, unscheduled downtime and/or any cause beyond our reasonable control (including without limitation nature disasters, wars, terrorist act, civil disturbances, acts of any government or agency thereof, strikes or other labor problems, Internet service or other third party service providers’ failures or delays and systemic electrical, telecommunications or other utility outages or failures).

2.5 Your information: ReferralRiver reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on ReferralRiver’s website and in other communication with existing or potential ReferralRiver customers. To decline ReferralRiver this right you need to email support@ReferralRiver.com stating that you do not wish to be used as a reference.

2.6 Limitations: ReferralRiver Services are subject to other limitations, such as limits on the amount of email sent as specified by your email provider.

  1. Your Content.The ReferralRiver Services allow you to upload, transmit and use information and other content to and through the ReferralRiver Services (collectively, “Your Content”). You are solely responsible for the accuracy, quality, legality and means by which you acquired Your Content. You understand that ReferralRiver will use Your Content to provide the ReferralRiver Services to you. You have or will obtain all rights necessary to provide Your Content to ReferralRiver and you hereby grant ReferralRiver a worldwide license to use, reproduce, transmit, display and adapt your Content as necessary for ReferralRiver to provide the ReferralRiver Services to you in accordance with these Terms.

By transferring Your Content on or through the Service, You hereby do and shall grant ReferralRiver a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. ReferralRiver has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that ReferralRiver may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

Without limiting the terms of our Privacy Policy, you understand that we do not guarantee that your use of the ReferralRiver Services and/or Your Content will be private or secure and we are not responsible or liable to you for any lack of privacy or security that you may experience. Information collected by your internet or mobile service provider and other third parties is used, stored, transferred and disclosed pursuant to your internet or mobile service provider’s or the third party’s terms, policies and practices.

We encourage you to carefully consider disclosure of any information that might be accessible to others. You are fully responsible for taking precautions and providing security measures best suited for your situation and intended use of the ReferralRiver Services.

  1. Paid ReferralRiver Service.ReferralRiver offers ReferralRiver Services for a fee (“Paid ReferralRiver Service”). The Paid ReferralRiver Service is provided to you for a monthly fee at the then-current rates as described at ReferralRiver.com/pricing (“Fee Schedule”). ReferralRiver reserves the right to change the Fee Schedule upon thirty (30) days advanced notice to paying customers.

ReferralRiver does not store, process or transmit any of your credit card data but relies entirely on Stripe, Inc. to handle these functions. Payments due for the Paid ReferralRiver Services are subject to the terms of the online order process at https://stripe.com/terms/US. If you do not agree to Stripe’s terms, then please do not sign up for the Paid ReferralRiver Service.

Your Paid ReferralRiver Service will not be activated until your first payment is received. Payments are due in accordance with the Fee Schedule every thirty (30) days in advance. Monthly fees are automatically charged to the credit card that you provided when you registered for the Paid ReferralRiver Service. To cancel the Paid ReferralRiver Service, simply got to your settings / billing and cancel there. Cancellation are requested immediately, but your credit card provider may require several days to process your cancellation request. We are not responsible for delays caused by your credit card company.

If payment in full of any amount owed to ReferralRiver under these Terms is not received by ReferralRiver within thirty (30) days after such payment has become due, such amounts will thereafter bear interest at the rate 0.05% per day or the maximum rate permitted by applicable law, whichever is less. If any payment due ReferralRiver is collected at law or through an attorney at law or under advice therefrom or through a collection agency, you agree to pay all costs of collection, including, without limitation, all court costs and reasonable attorneys’ fees.

  1. Warranties.We warrant that we have validly entered into these Terms and have the legal power to do so. You warrant that (i) you have validly entered into these Terms and have the legal power to do so and (ii) you have all necessary rights, licenses, consents and permissions to use Your Content with the ReferralRiver Services.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, YOU ACKNOWLEDGE THAT THE REFERRALRIVER SERVICES ARE SUPPLIED TO YOU ON AN “AS IS” BASIS AND THAT USE OF THE REFERRALRIVER SERVICES IS AT YOUR SOLE RISK. REFERRALRIVER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE REFERRALRIVER SERVICES AND THE USE, PERFORMANCE, OPERATION AND SUPPORT THEREOF, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, INTERFERENCE WITH ENJOYMENT, ACCURACY, COMPLETENESS, INTEGRATION, FREEDOM FROM DEFECTS OR DISABLING DEVICES, UNINTERRUPTED USE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. REFERRALRIVER DOES NOT WARRANT THAT (A) THE REFERRALRIVER SERVICES WILL MEET YOUR REQUIREMENTS, (B) OPERATION OF THE REFERRALRIVER SERVICES WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (C) THAT THE REFERRALRIVER SERVICES WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATIONS OR ANY PARTICULAR SYSTEMS OR DEVICES, (D) DEFECTS IN THE REFERRALRIVER SERVICES WILL BE CORRECTED OR (E) THAT THE REFERRALRIVER SERVICES WILL BE AVAILABLE FOR REINSTALLS ON THE SAME OR MULTIPLE DEVICES. ANY ORAL OR WRITTEN ADVICE PROVIDED BY REFERRALRIVER OR ITS AUTHORIZED AGENTS WILL NOT BE DEEMED TO CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

  1. Limitation of Liability.REFERRALRIVER’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THE DELIVERY, USE OR PERFORMANCE OF THE REFERRALRIVER SERVICES OR THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) WILL NOT EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT; PROVIDED THAT IN NO EVENT SHALL REFERRALRIVER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING LIMITATION WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS.

IN NO EVENT WILL REFERRALRIVER BE LIABLE TO YOU OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL AND PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE REFERRALRIVER SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF REFERRALRIVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING DISCLAIMER OF LIABILITY WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

You agree that the above limitations of liability, together with the other provisions in these Terms that limit liability, are essential terms of these Terms and that ReferralRiver would not be willing to grant you the rights set forth in these Terms but for your agreement to these limitations of liability.

  1. Ownership.The ReferralRiver Services, including the “look and feel” (e.g., text, graphics, images, logos), content and other material are automatically protected by copyright, irrespective of whether copyright is asserted or not. You acknowledge and agree that ReferralRiver owns all right, title and interest in and to the ReferralRiver Services (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of ReferralRiver’s copyrights, patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of these Terms. Any and all (a) suggestions for correction, change and modification to the ReferralRiver Services, evaluation data, evaluations and other feedback (including but not limited to quotations of written or oral feedback, information and reports provided to ReferralRiver by you (collectively, “Feedback”)), and all (b) improvements, updates, modifications or enhancements, whether made, created or developed by ReferralRiver or otherwise relating to the ReferralRiver Services (collectively, “Revisions”), are and will remain the property of ReferralRiver. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the ReferralRiver Services or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of ReferralRiver and ReferralRiver may use and disclose Feedback and Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to ReferralRiver any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights, and any and all other intellectual property rights) that you may have in and to any and all Feedback and Revisions. Upon request by ReferralRiver, you will execute any document, registration or filing required to give effect to the foregoing assignment.
  2. Indemnification.You agree to indemnify and defend ReferralRiver and its affiliates, directors, officers, employees and agents from and against all Claims brought against ReferralRiver by any third party arising from your use of the ReferralRiver Services or any violation of these Terms, the rights of a third party or applicable law. Your indemnification obligations set forth in this Section 8 apply to any applicable actions taken under your Account. ReferralRiver reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. In any event, no settlement that affects the rights or obligations of ReferralRiver may be made without ReferralRiver’s prior written approval.
  3. Modifications to Terms.We may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the ReferralRiver Services after the “Last Revised” date at the top of this page. Your continued access or use of the ReferralRiver Services after the modifications become effective is deemed your conclusive acceptance of the modified Terms.
  4. Termination.These Terms will automatically terminate when you fail to comply with any term or condition of these Terms. Upon termination, you will cease all use of the ReferralRiver Services and will destroy any copy (full or partial) of any and all parts of the ReferralRiver Services in your possession or control. Termination will not limit any of ReferralRiver’s other rights or remedies at law or in equity. This Section 11 along with Sections 6, 7 and 8 will survive any termination or expiration of these Terms.
  5. Export Laws.You agree that you will not export or re-export, directly or indirectly, the ReferralRiver Services and/or other information or materials provided by ReferralRiver hereunder, to any country for which United States of America or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. You are responsible for and hereby agree to comply at your sole expense, with all applicable USA export laws and regulations.
  6. Taxes.You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with these Terms or the ReferralRiver Services by any authority.
  7. Remedies.You agree that a breach or a threatened breach of these Terms will cause injury to ReferralRiver for which money damages will not provide an adequate remedy and ReferralRiver will be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
  8. Miscellaneous.These Terms may not be modified except by a writing executed by the duly authorized representatives of ReferralRiver. No other act, document, usage or custom will be deemed to modify or amend these Terms. These Terms will inure to the benefit of and will be binding upon each party’s successors and assigns. These Terms and the licenses granted hereunder may be assigned by ReferralRiver but you may not assign them without the prior express written consent of ReferralRiver. If any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof will be affected thereby and the remaining provisions will continue with the same effect as if such unenforceable or invalid provisions will not have been inserted herein; provided that the ability of either party to obtain substantially the bargained-for performance of the other will not have thereby been impaired. If either party fails to perform any term hereof and the other party does not enforce such term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion. Nothing contained in these Terms will be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence. The headings and captions contained herein are for convenience only. These Terms are governed by and construed and enforced in accordance with United States of America law, and is binding upon the parties hereto in United States of America and worldwide. You and ReferralRiver agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Terms and that only United States of America law is applicable. For disputes involving an amount less than $10,000, the parties agree to resolve the dispute through binding arbitration to be held in Ontario County, NY, USA. Any claim arising out of these Terms, the ReferralRiver Services must be brought within one (1) year of the date on which the claim arose. These Terms, together with our Privacy Policy, contain the entire understanding of the parties with respect to the matters contained herein and there are no promises, covenants or undertakings other than those expressly set forth herein.

Please direct questions regarding these Terms to support@ReferralRiver.com with “Terms of Service” in the subject line.

ReferralRiver LLC
support@referralriver.com
ReferralRiver.com