Terms Of Use

REFERRAL CLASS NETWORK, LLC

Last updated: July 20, 2021

PLEASE READ THIS TERMS OF SERVICE AND USER AGREEMENT CAREFULLY. THIS AGREEMENT DEFINES THE RELATIONSHIP BETWEEN REFERRAL CLASS NETWORK, LLC (hereinafter referred to as “Referral Class Network”, “We”, “Us”, or “Our”) AND ANY PERSON ACCESSING THE REFERRAL CLASS NETWORK WEBSITE AT WWW.REFERRALCLASS.NET AND/OR CREATING A USER ACCOUNT AND/OR USING OUR SERVICES (hereinafter referred to as “You” or “Your”).

PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AS WELL AS A CLASS ACTION WAIVER AND JURY TRIAL WAIVER THAT IMPACTS YOUR RIGHTS FOR DISPUTE RESOLUTION. PLEASE READ THESE SECTIONS CAREFULLY IF YOU LIVE IN THE UNITED STATES.

IF ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, OR TERMS INCORPORATED BY REFERENCE, ARE UNACCEPTABLE TO YOU, DO NOT VISIT, ACCESS, OR USE THE WEBSITE, PLATFORM, OR ANY OF OUR SERVICES.

TABLE OF CONTENTS

INTRODUCTION 2

AGREEMENT 2

ACCEPTANCE OF TERMS 2

MODIFICATIONS 2

THE SERVICES 2

YOUR USER ACCOUNT 3

PRIVACY OF INFORMATION 3

USER CONDUCT 4

CONTENT SUBMISSIONS 6

DISTRIBUTION OF CONTENT 7

HEALTH RELATED PROVIDERS 7

INTELLECTUAL PROPERTY 8

PAYMENTS 8

ACCOUNT TYPES, SUBSCRIPTIONS, AND BILLING 9

ADDITIONAL TERMS FOR BUSINESS ACCOUNTS 10

DELAYS 11

FEEDBACK 11

THIRD-PARTY WEBSITES AND SERVICES 11

TERMINATION 12

BINDING ARBITRATION OF CLAIMS 12

WARRANTIES AND DISCLAIMERS 13

INDEMNIFICATION 14

DISCLAIMERS AND LIMITATIONS OF LIABILITY 14

LIQUIDATED DAMAGES 15

MISCELLANEOUS TERMS 15

INTRODUCTION

Welcome to www.referralclass.net! This Terms of Service and User Agreement explains how the services available on www.referralclass.net or related websites (such as https://premierdirectcare.net/ or www.DenningDirect.com), subpages and or other direct care sites which We own or administer (individually and collectively called the “Website”) work and how they are used. The Website is brought to You by Referral Class Network. Referral Class Network helps product and service providers reach consumers and helps consumers reach, hire, rate, and review a variety of product and service providers (collectively the “Platform”). Services refer to Your use of Our Platform including, but not limited to, accessing the Website, creating an account, accessing Your account, participating in workshops, consulting, and training services, as well as any other products, features, tools, materials, or other services offered from time to time by Referral Class Network (the “Services”).

AGREEMENT

This Terms of Service and User Agreement (“Agreement”) constitutes a legally binding agreement between You and Referral Class Network. You are responsible for regularly reviewing this Agreement. You can view the most current version of this Agreement by visiting Our Website.

ACCEPTANCE OF TERMS

PLEASE READ THESE TERMS CAREFULLY. BY CREATING AN ACCOUNT, ACCESSING, OR USING THE WEBSITE, SERVICES, OR PLATFORM YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THE TERMS UNDER THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE WEBSITE, SERVICES, OR PLATFORM.

If You are accessing and using the Website, Services, and/or Platform on behalf of a business, You represent and warrant that You are authorized to bind that business and that You are accepting this Agreement on the business’ behalf. When used in the Agreement, “You” or “Your” will refer to you as an individual and to your business, if you are accepting the Agreement on behalf of a business. Also, please carefully review the “Additional Terms for Business Accounts” section below.

MODIFICATIONS

We may, in Our sole discretion, modify these Terms of Service and User Agreement at any time effective upon posting the modified Terms of Service and User Agreement on and in connection with the Website and Services, with or without additional notice to You. You are responsible for regularly viewing the information posted on the Website, Services, and Platform to obtain timely notice of such changes. If You do not agree to the amended terms, You agree to immediately stop using the Website, Services, and Platform and to provide Us with notice to remove You from any communication that is available to You through Your use of the Website and Services.

YOUR CONTINUED USE OF THE WEBSITE, PLATFORM, OR SERVICES AFTER A MODIFIED AGREEMENT IS POSTED MEANS YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS OF SERVICE AND USER AGREEMENT.

THE SERVICES

Referral Class Network provides the opportunity for product and service providers to find customers or for customers to find product and service providers for their home and business.

At this time, the Services are only available for users that have a physical presence in the United States of America. Referral Class Network looks forward to sharing the Services internationally in the future.

Subject to full compliance with this Agreement, We grant authorized users a nonexclusive, nontransferable, nonsublicensable, terminable license to access and use the Website, Services, and Platform for their personal use. You agree to not access, reproduce, duplicate, copy, sell, resell, modify, distribute, transmit, or otherwise exploit the Website, Services, Platform, or any of Our content for any purpose except for Your own personal use, or as otherwise described in this Agreement, without the express prior written consent of Referral Class Network.

We expressly reserve the right, in Our sole discretion, to modify, update, make changes, suspend, or discontinue Our Website, Platform, or any of Our Services, temporarily or permanently, at any time for any reason, with or without notice to You. We are not obligated to continue to support or update Our Website, Platform, or any Services. You agree that We are not liable to You or any third-party if We modify, change, or discontinue the Website, Platform, or any of Our Services.

When using, accessing, or purchasing particular services or features of the Website or Platform, You shall be subject to any posted agreements, guidelines, or rules appliable to such services or features that may be posted from time to time. All such agreements, guidelines, or rules are hereby incorporated hereto by reference.

YOUR USER ACCOUNT

Eligibility. By creating an account with Our Website (“Account”), You affirm that You are at least eighteen (18) years old and have the legal capacity to enter into this Agreement.

Required Account. Each user must have an Account in order to use the Platform and Services. We require that You provide login information such as a username and password to access and utilize Your Account. As a condition of Your use of the Website, Services, and Platform, You agree to: (1) provide Referral Class Network with true, accurate, current, and complete information when registering for Your Account; and (2) update and maintain the truthfulness, accuracy, and completeness of such information.

Account Access. You are responsible for maintaining the confidentiality of any password or other account information. You agree that You will not grant any person access to Your Account, except as described herein, as granting access may violate applicable laws and regulations and may result in the immediate termination of Your Account.

Account Communication. You agree and understand that all communication with You will be by email or telephone. We will use the email address and telephone number associated with Your Account as Our primary means of communication with You. You agree to keep Your email address and telephone number up-to-date and immediately notify Us if there are any changes. We retain the right to deny access to the Platform, Services, and Your Account if You fail to provide and maintain a valid email address or telephone number.

Account Closure. You may close Your Account at any time. Closing Your Account will not affect any rights and obligations incurred prior to the Account closure. Additionally, We may close Your Account if You create serial or overlapping accounts.

PRIVACY OF INFORMATION

Services offered through Referral Class Network’s Website and Platform require You to create an account and set up a profile by providing personally-identifiable information, including but not limited to, Your name, address, email address, birthdate, gender, Payment Information, any other information required to complete transactions under Our Website, and other information that You voluntarily provide. You agree to update Your information provided to Us so that it is accurate, current, and complete. We reserve the right to terminate Your Account if We reasonably suspect that You have provided Us with inaccurate or incomplete information.

We are committed to protecting Your privacy and Our privacy policy (“Privacy Policy”) is incorporated herein and explains how We use and protect Your personal information and data. Any and all personal data provided to Us will be processed in accordance with Our Privacy Policy. By accepting this Agreement, You also give Your consent for the processing and use of Your personal data in accordance with Our Privacy Policy.

It is Your sole responsibility to maintain the confidentiality of Your username and password. You agree to notify Us immediately if there is any unauthorized use of Your username, password, or Account. Referral Class Network is not responsible for any losses due to the unauthorized use of Your Account and You agree to indemnify and hold harmless Referral Class Network, its management, members, officers, equity holders, employees, partners, parents, subsidiaries, agents, affiliates, licensors, or any other person or entity affiliated with Us (collectively referred to as “Affiliates”) for any improper, unauthorized, or illegal uses of Your Account and as otherwise set forth in this Agreement.

USER CONDUCT

You acknowledge and understand that We are not providing professional advice by allowing You to access and use the Website, Services, or Platform. The Website, Services, and Platform are provided on a strictly “as is,” “where is,” and “where available” basis.

This also includes but is not limited to participation in any workshops, training, or other information sharing facilitated by Us, member providers, or others, or use of any services, whether or not such is provided by charging additional fees.

Your use of and conduct on the Website, Services, and Platform is subject to applicable laws and regulations. By creating an Account, accessing, or using this Website, Services or the Platform You agree to be legally bound and adhere to this Agreement, all terms incorporated by reference, and applicable laws and regulations.

Any additional services not specifically outlined in this Agreement that You engage in with Us are governed by separate agreements.

Conditional Use. Access to the Website is conditional upon the following representations and warranties: (1) all of the information You have provided to Us is truthful, accurate, and complete and will remain truthful, accurate, and complete; (2) You are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services or to anyone on the United States Treasury Department’s list of Specially Designated National or the U.S. Commerce Department’s Table of Deny Orders; and (3) You agree to be solely responsible for maintaining the security of Your Account login credentials and other required forms of authentication.

Prohibited Use. You may use the Website for non-commercial purposes, subject to the provisions of this Agreement, to: (1) open an Account to participate in Our Services or Platform; (2) participate in Our Services or Platform; (3) access and print or download copies of the current version of this Agreement and other documents relating to Our Website; (4) use the Website in other ways as We expressly permit hereunder.

Your use of the Website, Services, and Platform and Your submission or access to any ratings, reviews, posts, comments, communications, information, data, text, photographs, audio clips, audiovisual works, or other materials on the Website, Services, or Platform (collectively the “Content”), is conditioned upon Your compliance with the rules of conduct provided herein, Your failure to comply may result in termination of Your access to the Website, Services, and Platform and You will be liable for any damages caused by Your noncompliance. By way of example, and not as a limitation, You agree not to:

1) Violate this Agreement, Our Privacy Policy, other applicable agreements with Referral Class Network, and any applicable local, state, national, or international law, and any rules or regulations having the force of law;

2) Use the Website, Services, Platform, or Content in any manner that violates any relevant law or that infringes, misappropriates, or violates any third party’s rights, including, but not limited to, transmitting any Content that may infringe, misappropriate, or violate a third party’s rights of publicity, contractual rights, fiduciary rights, or intellectual property rights;

3) Send bulk emails, surveys, advertisements, promotional materials, junk mail, mass messaging, or any other form of solicitation, whether commercial in nature or not, engage in keyword spamming, or otherwise attempt to manipulate search results, reviews, or any third-party website;

4) Reproduce, duplicate, copy, modify, sell, resell, or exploit any Content or the Website, Services, or Platform for any commercial, political, religious, educational, any other non-personal purpose or for any purpose unrelated to Your purchasing decisions, without the express written consent of Referral Class Network, which consent may be withheld by Us in Our sole discretion;

5) Rent or sell the Services to a third party;

6) Copy, reverse engineer, or create derivative works of the Website, Services, or Platform;

7) Change or alter information, material, content, or notices in the Website, Services, or Platform;

8) Impersonate any person or entity or use or provide any fraudulent, misleading or inaccurate information, misrepresent Your association with any person or entity, including misrepresenting a relationship with Referral Class Network, or otherwise attempt to mislead others as to the identity of the sender or the origin of a review or rating;

9) Post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on Our infrastructure, interfere or attempt to interfere with the proper working of the Website and Services or any activities conducted on the Website, Services, or Platform;

10) Defame, abuse, harass, stalk, intimidate, bully, threaten or otherwise violate the rights of others, including, but without limitation, others’ privacy rights or rights of publicity;

11) Post or solicit Content that is hateful, threatening, pornographic, incites violence, or contains nudity or graphic or gratuitous violence; 12) Solicit personal information from minors;

13) Knowingly provide or submit false or misleading information;

14) Use the Website, Services, Platform, or Content if You are under the age of eighteen (18);

15) Take any action that would undermine the review and rating process under the Website, Services, or Platform;

16) Access or attempt to access another user account without permission or other computer systems or networks connected to the Website, Services, or Platform or solicit another user’s login information;

17) Attempt to gain unauthorized access to any portion or feature of the Website, Services, Platform, Content, or any other systems or networks connected to the Website, Services, Platform, or Content or to any server used by Referral Class Network by hacking, password “mining” or any other illegitimate or unauthorized means, including, but not limited to, attempting to obtain a password, account, or any other personal or private information from any other user;

18) Use or distribute any Content, including Content that has been verified or confirmed by You or anyone else, to directly or indirectly create or contribute to the development of any database or product; 19) Use the Website, Services, Platform, or Content in any way that could interfere with the rights of Referral Class Network or the rights of other users;

20) Use any information, material, or Content in the Services, Website, or Platform to create a competing service;

21) Engage in any activity including, but not limited to, sales or purchases that interfere with the ordinary and open operation of the Services, Website, or Platform;

22) Engage in unlawful multi-level marketing, such as a pyramid scheme; 23) Sell, share, or otherwise transfer Your username, password, other information, or Your rights or obligations under this Agreement; 24) Use, alter, add-on to, or connect Referral Class Network, the Website, Services, or Platform with another application programming interface;

25) Transmit, introduce, or submit any transmission or other materials that are encrypted or that contains viruses, malicious code, Trojan horses, worms, time bombs, spiders, cancelbots, or other computer programming routines that are likely or intended to damage, interfere with, disrupt, impair, disable, or otherwise overburden the Website, Services, or Platform;

26) Reformat, “frame”, or “mirror” any portion of the Website, Services, or Platform;

27) Access, download, monitor, or copy any information contained on Our Website, Services, or Platform through artificial means, including, but not limited to, using any “robot”, “deep-link”, “scraper”, “spider” or other automatic devices, program, algorithm or methodology, or any similar or equivalent automatic or manual process, or in any way reproduce, harvest, or circumvent the navigational structure or presentation of the Website, Services, or Platform or any Content, to obtain or attempt to obtain any Content, materials, documents or information through any means not purposely made available through the Website, Services, or Platform;

28) Remove, circumvent, disable, damage, or otherwise interfere with any security-related features of the Website, Services, Platform, features that prevent or restrict the use or copying of Content, or features that enforce limitations on the use of the Website, Services, Platform;

29) Probe, scan or test the vulnerability of the Website, Services, Platform, or any network connected to the Website, Services, or Platform, or breach the security or authentication measures on or of the Website, Services, Platform, or any network connected to the Website, Services, and Platform. You may not reverse look-up, trace or seek to trace any information on any other user of the Website, Services, or Platform, or any other customer of Referral Class Network, including any Referral Class Network account not owned by You, to its source, or exploit the Website, Services, Platform, or any service or information made available or offered by or through the Website, Services, or Platform, in any way where the purpose is to reveal any information, including but not limited to personal identification or information other than Your own information, except as expressly authorized by Referral Class Network and provided for by the Website, Services, or Platform; or

30) Facilitate or encourage any violation of this Section.

CONTENT SUBMISSIONS

As a condition of submitting any Content or other materials to the Website, Services, or Platform, You agree to the following:

1) You grant Referral Class Network a royalty-free, perpetual, irrevocable, worldwide, nonexclusive transferable, and sublicensable license to use Your Content in a number of different ways, including, but not limited to, reproducing, copying, adapting, modifying, merging, distributing, publicly displaying, creating derivative works from, and incorporating such Content into other works;

2) You grant Referral Class Network all rights necessary to publish or refrain from publishing Your name and address in connection with Your Content, and acknowledge that this license cannot be terminated by You once Your Content is submitted to the Website, Services, and Platform;

3) You grant Referral Class Network all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction, distribution, or exploitation of Your Content by any other party;

4) You waive any assertions of moral rights or attribution with respect to Your Content;

5) Referral Class Network may publicly display advertisements, paid content, and other information associated with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode, and extent of such advertising are subject to change without specific notice to You.

6) Your name and report information may be made available to the public and to the product or service providers on which You report;

7) You represent that You own or have secured all legal rights necessary for the Content submitted by You to be used by You, Referral Class Network, and others as described and otherwise contemplated in this Agreement;

8) You represent and warrant that each person identified, depicted, or shown in Your Content, if any, (and if a minor, the parent or guardian of the minor) has provided consent to the use of the Content consistent with this Agreement;

9) You are solely responsible for Your reviews and ratings;

10) Referral Class Network may, in its sole discretion, choose to remove or not to remove reviews and ratings once published;

11) You will not submit any reviews that may be considered by Referral Class Network to be infringing, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, or otherwise violates any relevant law or right of any other party, or racially, ethically, or otherwise objectionable;

12) All of Your reviews and ratings will either be based upon (i) Your actual first-hand experiences with the product or service providers You are reviewing or (ii) an individual and that individuals’ actual first-hand experience with a health care or wellness provider whereby You have the legal authority to disclose such health information and experience of such individual;

13) All of Your reviews and ratings of the product and service providers will be accurate, honest, truthful, thoughtful,;

14) You do not work for, own any interest in or serve on the board of directors of any product and service providers for which You submit reviews and ratings and You are not in any way related (by blood, adoption, or marriage) to any product or service provider for which You submit reviews and ratings unless prominently disclosed with the review and ratings;

15) You have not received any form of compensation to post reviews and ratings, and if You have received compensation for the review and/or rating, that information is disclosed in the review and/or rating; 16) You will not submit reviews that comment on other users or the reviews of other users;

17) You will not submit reviews with hyperlinks; and

18) The reviews and ratings that You provide do not reflect the views of Referral Class Network, its officers, managers, owners, employees, agents, designees, affiliates, or other users.

DISTRIBUTION OF CONTENT

Referral Class Network does not guarantee the accuracy, integrity, quality, or appropriateness of any Content transmitted through the Website, Services, or Platform. You acknowledge that Referral Class Network simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of Content and for the publication and distribution of any content posted by product or service providers in response to Content. You understand that all Content and product or service provider content posted on, transmitted through or linked through the Website or Platform, are solely the responsibility of the person from whom such Content originated. You understand that Referral Class Network does not control, and is not responsible for any Content made available through the Website or Platform, and that by using the Website, Services, or Platform, You may be exposed to Content that is inaccurate, misleading, or offensive. You agree that You must evaluate and make Your own judgment, and bear all risks associated with, the use of any Content.

You further acknowledge that Referral Class Network has no obligation to screen, preview, monitor, or approve any Content. However, Referral Class Network reserves the right to review and delete any Content that, in its sole judgment, violates this Agreement. By using the Website, Services, and Platform, You agree that it is solely Your responsibility to evaluate Your risks associated with the usefulness, accuracy, completeness, or appropriateness of any Content that You submit, transmit, review, receive, access, or that is otherwise conveyed through the Website, Services, and Platform. Under no circumstances will Referral Class Network be liable in any way for any Content, including, but not limited to, any Content that contains any errors, omissions, defamatory statements, or confidential or private information (including, but not limited to, health information) or for any loss or damage of any kind incurred as a result of the use of any Content submitted, accessed, transmitted, or otherwise conveyed via the Website, Services, and Platform. You waive the right to bring or assert any claim against Referral Class Network relating to Content and release Referral Class Network from any and all liability for or relating to any Content.

You may report any Content that You believe violates this Agreement or is otherwise unlawful by sending an email to NoAbuse@ReferralClass.net. Please note that You may be liable for damages (including costs and attorneys’ fees) for unlawful misrepresentations. If You are uncertain whether an activity is unlawful, We recommend seeking the advice of an attorney.

You agree that Referral Class Network may establish general practices, policies, and limitations, which may or may not be published, concerning the use of the Website, Services, and Platform, including, but not limited to, the time that reviews and ratings will be retained, the maximum number of reviews and ratings that may be sent from an account, the length of the reviews and ratings sent, and the maximum number of times and the maximum duration for which You may access the Website, Services, and Platform in a given period of time. You agree that Referral Class Network has no responsibility or liability for the deletion or failure to store any Content or other materials maintained or transmitted by or through the Website, Services, and Platform. You agree that Referral Class Network has the right to change these general practices and limits at any time, in its sole discretion, with or without notice to You.

HEALTH RELATED PROVIDERS

The Website, Services, Platform, and Content are for informational purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of Your physician or another qualified health provider with any questions You may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something You have read on the Website, Services, or Platform.

If You think You may have a medical emergency, call Your doctor or 911 immediately. Referral Class Network does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Website, Services, Platform, or Content. Referral Class Network is not a health or wellness provider and cannot recommend or refer You to any health or wellness provider. Reliance on any information provided by Referral Class Network, its employees, and others appearing on the Website, Services, and Platform at the invitation of Referral Class Network, or other visitors to the Website, Services, and Platform is solely at Your own risk.

The Website, Services, and Platform may contain health-related materials that are sexually explicit. If You find these materials offensive, You should not use the Website, Services, and Platform. You should be aware that if You post any health-related information about Yourself or anyone else on the Website, Services, and Platform, You do so at Your own risk. If You post health information about services rendered to another individual, You represent that You have the legal authority to receive health information about that individual from that individual’s health care providers and that You have the legal authority to further disclose such health information. If You post health-related information, You will be placing it into the public domain which may violate federal or state laws that protect the privacy of health information. You also acknowledge that the health care or wellness provider about whom You submit Content may submit Content that contains Your private or confidential health information in response to Content You submit. Referral Class Network is not liable for any such Content. Referral Class Network cannot be expected to keep Your health information confidential if You post it to the Website, Services, and Platform or otherwise make it available to others.

INTELLECTUAL PROPERTY

All text, marks, videos, graphics, user interfaces, visual interfaces, page headers, button icons, scripts, photographs, copyrights, trademarks, logos, service marks, derivatives, sounds, artwork, trade dress, algorithms, functionalities, features, computer code, including but not limited to, the design, structure, and arrangement of the content on Our Website and all other intellectual property rights therein (collectively referred to as “Intellectual Property”). Referral Class Network’s Website and Intellectual Property shall at all times remain the sole and exclusive property of Referral Class Network and are owned and licensed to Us and are protected by the copyright, trademark, trade dress, and various other intellectual property laws and treaties. You should assume that all Intellectual Property, Content, and materials made available on the Website, Services, or Platform are protected by copyright law. You have no right, title, security interest or any other interest in, including but not limited to, Referral Class Network, the Website, Services, Platform, Content, and any of Our source code except for the limited rights to use the Website. No part of Our Website, Services, Platform, Intellectual Property, or Content may be copied, reproduced, republished, posted, publicly displayed, translated, or distributed in any way.

We grant to You a limited, non-exclusive, non-assignable, non-transferable license to access and use the Website, Services, and Platform subject to Your agreement to and compliance with this Agreement. The license granted to You pursuant to this Agreement is solely for Your personal use, not for resale or redistribution, and may not be used for any other purpose. You agree not to reverse engineer, decompile, or translate Our Intellectual Property or Content in any way. The Intellectual Property and Content on Our Website may not be copied, modified, republished, assigned, sold, distributed by You, and You may not prepare any derivatives based on Our Intellectual Property or Content. You have no right to the Intellectual Property, Content, or any ideas found on Our Website. No ownership rights are granted to You hereunder and no title is transferred to You hereunder. All rights, title, and interest in the Intellectual Property shall belong to Referral Class Network or Our Affiliates. We reserve all rights not otherwise expressly granted by this Agreement.

PAYMENTS

By providing Us with Your billing information, including, but not limited to, credit cards, debit cards, and financial institution information (“Payment Information”) You are expressly agreeing that Referral Class Network is authorized to charge You for the subscription services You elect and any other fees for additional services You may purchase, and any applicable taxes in connection with Your use of Your Account. You also agree that We may store any Payment Information that You provide in Our servers or third-party servers. Please review Our Privacy Policy for more information regarding the storage of Your personal information and Payment Information.

It is important that each user honor the payment obligations to which the user agreed. Accordingly, We reserve the right to retry billing Your provided Payment Information after failed attempts. We also reserve the right to pursue amounts You fail to pay in connection with Your Account. You will remain liable for all such amounts and all costs incurred in connection with collection of these amounts, including, but not limited to, bank overdraft fees, collection agency fees, reasonable attorneys’ fees, and arbitration or court costs.

ACCOUNT TYPES, SUBSCRIPTIONS, AND BILLING

Account Types. Currently, We offer three (4) different account types; these account types are: (1) individual free accounts; (2) individual premium accounts; (3) business free accounts; and (4) business premium accounts. Based upon the account type You select, the Website, Services, and Platform may include different offerings and features, with different benefits, conditions, and limitations.

Subscription. Referral Class Network may offer a one-month free trial before joining a subscription. Thereafter, the subscription fee will vary based on the account type and subscription You select. Currently, We offer monthly subscriptions and annual subscriptions for individual premium accounts and business accounts. You can find the specific details about Your subscription at any time by logging into Your Referral Class Network Account.

We reserve the right to change the terms of Your subscription, including price, from time to time, effective as of the beginning of Your next billing period following the date of the change. If We change the subscription fee or other charges for Your subscription, We will give You advance notice of these changes. However, We will not be able to notify You of changes in any applicable taxes.

Billing. The billing terms vary based on the account type and subscription You have selected. If Your chosen account type requires a subscription fee, the subscription fee will be billed at the beginning of Your subscription and on each periodic renewal date thereafter unless and until You cancel Your subscription or Your account or Our Services are otherwise suspended or discontinued pursuant to this Agreement. To determine the commencement date for Your next renewal period, log in to Your Account.

When You provide Payment Information to access a subscription, Our system will attempt to verify the information You entered. We do this by processing an authorization hold, which is standard practice. We do not charge You in connection with this authorization hold. Our payment processor may charge a small fee to verify your account and then refund the same amount. If Your Payment Information expires or is modified and You do not edit Your Payment Information or cancel Your account, You authorize Us to continue billing, and You will remain responsible for any uncollected amounts.

Please see below for details on each type of subscription. Because the Services are offered in multiple time zones, for consistency, a “day” for purposes of this Agreement begins at 12:00 a.m. Mountain Standard Time of that same calendar day.

Monthly Subscription: If You select a monthly subscription, the monthly subscription fee is payable in full in advance. You may select to pay for one month at a time or You may select to enroll in automatic billing which will automatically charge Your provided Payment Information when Your monthly subscription payment is due prior to expiration the following month. By enrolling in automatic billing, You are expressly agreeing that We are authorized to charge You a monthly subscription fee on a recurring basis corresponding to the term of Your subscription, any other fees for additional services You may purchase, and any applicable taxes in connection with Your use of Your subscription to the Payment Information You provided. If You wish to use different Payment Information than the one You signed up to use during registration, or if there is a change in Your Payment Information validity or expiration date, You may edit Your Payment Information by logging into Your Account and viewing Your Account details.

Cancelation of Monthly Subscriptions. Users may cancel their monthly subscription at any time. However, users must cancel their monthly subscription at least three (3) days prior to the processing of scheduled charges, otherwise, the cancellation is effective at the end of the following subscription period. All monthly subscriber fees are nonrefundable. If requested in writing to Referral Class Network, using its contact information at the bottom of this Agreement, Referral Class Network can deactivate or remove the user’s profile before the end of the period for which the user has paid, however, the user will still not be entitled to a refund for that period. Additionally, no refunds will be given for trade work.

Annual Subscription: If You select an annual subscription, the full annual fee is due at the time You enroll in Our annual subscription. You may select to pay for one year at a time or You may select to enroll in automatic billing which will automatically charge Your provided Payment Information when Your annual subscription payment is due. By enrolling in automatic billing, You are expressly agreeing that We are authorized to charge You an annual subscription fee on a recurring basis corresponding to the term of Your subscription, any other fees for additional services You may purchase, and any applicable taxes in connection with Your use of Your subscription to the Payment Information You provided. If You wish to use different Payment Information than the one You signed up to use during registration, or if there is a change in Your Payment Information validity or expiration date, You may edit Your Payment Information by logging into Your Account and viewing Your Account details.

Cancelation of Annual Subscriptions. Users may cancel their annual subscriptions at any time. However, fifty percent (50%) (a minimum of $400 or a maximum amount of Eight Hundred Dollars ($800), of the user’s first annual subscription fee (“Set-Up Fee”) is fully earned by Referral Class Network upon setting up the user’s profile page and is non-refundable. The Set-Up fee only applies to users in their first year of their annual subscription. Thereafter, users who have paid an annual subscription for one (1) full year or more may receive a refund of their annual subscription fee, divisible by twelve (12), for the remaining months of the user’s annual subscription. Users must cancel their annual subscription at least three (3) days prior to the date of the month they originally joined in order to be considered for a refund for that month; for example, if the user originally joined on the twelfth (12th) day of the month and then canceled their subscription three (3) months later, the user must cancel by the ninth (9th) day of the month to receive a refund for the remaining nine (9) months, otherwise, the user may receive a refund for the remaining eight (8) months of their annual subscription. If requested in writing to Referral Class Network, using its contact information at the bottom of this Agreement, Referral Class Network can deactivate or remove the user’s profile before the end of the period for which the user has paid. No refunds will be given for trade work.

ADDITIONAL TERMS FOR BUSINESS ACCOUNTS

The following business terms (“Business Terms”) are in addition to the terms under this Agreement and govern Your access to and use of business accounts. In the event of any conflict between these Business Terms and the other terms under this Agreement, the Business Terms apply. If You have purchased products or services from Referral Class Network on behalf of Your business, the terms of that purchase apply in the event of any conflict with these Business Terms. By creating, accessing, or using Your business account, You are agreeing to these Business Terms and agree that these Business Terms, and the other terms set forth in this Agreement, represent a legally binding contract with Referral Class Network. You are not authorized to create, access, or use a business account if You do not agree to these Business Terms and this Agreement.

In the event of any termination of Your business account, whether by You or Us, these Business Terms in their entirety will continue in full force and effect.

Requirements, Representations, and Warranties. In order to access or use the Website, Services, or Platform, You agreed that:

1) You have authority to act on behalf of the business or businesses associated with or claimed through Your business account and bind any such business(es) to these Business Terms;

2) Your access to or use of the business portion of the Website, Services, or Platform will only be in Your capacity as an authorized representative of Your business;

3) You will not use the consumer portion of the Website, Services, or Platform for business activities, including, but not limited to, flagging reviews or messaging people who have reviewed Your business;

4) Your business complies with applicable laws and does not offer, advertise, sell, or lease illegal products and/or services;

5) You grant Referral Class Network a non-transferable, non-exclusive, royalty-free limited license to display Your public website or allow for its display through iframes or other framing technology;

6) You agree that we may contact You using the contact information You provided to Us and We may make such information publicly available; and

7) If You are a health care business, You understand that We may display health score information for Your business and may place a consumer alert regarding that health score on the business page for Your business.

Prohibited Business Uses: You represent and warrant that You will not, and will not authorize or induce any other party, to:

1) Offer incentives of any kind, such as discounts, freebies, refunds, gift cards, contest entries, offers, or deals in exchange for the posting of reviews or ratings of Your business, or to prevent or remove reviews, and You understand and acknowledge that Referral Class Network, through its consumer alerts, may publicly notify consumers about such incentives and other attempts to obtain, prevent, or remove reviews;

2) Write reviews for Your business or for Your business’ competitors;

3) Pay or induce anyone to post, unless such payment or inducement is disclosed (e.g. paid product testers), refrain from posting, or remove reviews, or otherwise attempt to circumvent Referral Class Network’s software or fraud detection systems;

4) Attempt to generate automated, fraudulent, or otherwise invalid ad impressions, inquiries, conversions, ad clicks, or other actions;

5) Use any automated means or form of scraping or data extractions to access, query, or otherwise collect Referral Class Network data, content, and/or reviews from the consumer website or the business website, except as expressly permitted by Referral Class Network;

6) Use any of Referral Class Network’s trademarks or service marks in any manner without Referral Class Network’s prior written consent; or

7) Misrepresent Your identity or affiliation to anyone in connection with Referral Class Network.

DELAYS

The Website, Services, and Platform may be subject to limitations, delays, failures, and other problems inherent in the use of the internet and electronic communications. Referral Class Network is not responsible for any delays, failures, or other damages resulting from such problems.

FEEDBACK

Please do not submit any creative suggestions, ideas, drawings, concepts, or other creative materials (collectively referred to as “Submissions”) because Our policy does not permit Us to accept these Submissions. However, We do value Your feedback on Our Website, Services, and Platform, therefore, please be specific in Your comments regarding Our services and be sure they do not contain Submissions. If You do submit Submissions, they will be the property of Referral Class Network. In addition, none of the Submissions will be subject to any obligations of confidentiality and Referral Class Network will not be liable for any future use or disclosure of such Submissions.

THIRD-PARTY WEBSITES AND SERVICES

Third parties may provide or facilitate links, tools, widgets, or other features that allow You to access their third-party websites or services (“Third-Party Resources”). These Third-Party Resources are provided solely as a convenience to You and based upon Your Account information or the content You elect to view. Referral Class Network does not control and is not responsible for and does not endorse the content of Third-Party Resources, including any products, information, or materials contained therein. You need to use Your own independent judgment regarding Your interaction with these Third-Party Resources. Some of the content provided by Us will be from merchant sites, and sales through these sites may generate a commission payable to Us. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature, or reliability of third-party websites, including, without limitation, Third-Party Resources and websites linking to the Website, Services, or Platform.

TERMINATION

This Agreement is effective until You or We terminate it. You may terminate this Agreement at any time by terminating Your Account and discontinuing Your use of the Website, Services, and Platform. We may terminate this Agreement at any time and for any reason without prior notice to You, and accordingly, We may deny You access to the Website, Services, and Platform.

Termination of this Agreement will not affect any right or relief to which We are entitled at law or in equity. Upon termination of this Agreement, You agree that You must cease accessing or using the Website, Services, and Platform, and agree not to access or make use of, or attempt use of, the Website, Services, and Platform, and any information or materials that have been provided to You. The terms and conditions in this Agreement that by their nature and context are intended to survive any termination of this Agreement will survive such termination and will be fully enforceable thereafter.

We may report Your fraudulent activity or a breach of this Agreement to the relevant law enforcement authorities and We will cooperate with those authorities by disclosing Your identity to them. In the event of Your fraudulent activity or breach of this Agreement, as determined at Our sole and absolute discretion, Your right to use Our Website, Services, and Platform will cease immediately.

BINDING ARBITRATION OF CLAIMS

In the event there is an issue, We want to make the resolution process as quick and efficient as possible. You agree to first discuss the issue informally with Us for at least thirty (30) days. To do so, please send Your full name, username and email address associated with Your Account, postal address, Your concern, and Your proposed solution by email to Referral Class Network at Privacy@ReferralClass.net. If We would like to discuss an issue with You, We will contact You using the email address You provided in association with Your Account.

If We do not reach an agreed-upon solution after discussions for at least 30 days, You agree that any and all claims that either of us may have arising out of or relating to: (1) this Agreement (including formation, performance, or breach of the terms, and including the scope and enforceability of this arbitration provision), (2) the Privacy Policy, which is incorporated in this Agreement; (3) any aspect of Our relationship with each other; and (4) use of the Website, Services, or Platform must be resolved through binding arbitration before the American Arbitration Association (“AAA”) or an otherwise mutually agreed upon arbitration provider.

Referral Class Network will not be liable for any direct, indirect, punitive, incidental, special, or consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data, or profits, arising out of or in any way connected with the content and use or performance of the Website, with the delay or inability to access or use the Website, Services, or Platform the provision of or failure to provide services, or for any content, software, products and services made available or obtained through the Website, or use of the Services or Platform, whether based on contract, tort, negligence, strict liability or otherwise.

Any services or content made available or obtained through the use of the Website and all other use of the Website is done at Your own discretion and risk and You will be solely responsible for any damages, including, but not limited to, Your computer system or loss of data that results therefrom.

Each party shall pay its own attorneys’ fees and costs arising out of the arbitration and shall pay an equal share of the fees and costs of the arbitrator and AAA (or the mutually agreed upon arbitration provider); however, the arbitrator may award the prevailing party reimbursement of its reasonable attorneys’ fees and costs and/or other fees and costs of the arbitrator. The arbitrator shall issue a written award within fifteen (15) days after the conclusion of arbitration which describes the material factual findings and conclusions that the award is based upon, including the calculation of damages awarded. Each party shall fully perform and satisfy the arbitration award within fifteen (15) days of the award being issued. Judgment of the award may be entered by any court of competent jurisdiction.

BY AGREEING TO THIS BINDING ARBITRATION CLAUSE, YOU UNDERSTAND THAT YOU ARE WAIVING CERTAIN RIGHTS AND PROTECTIONS WHICH MAY BE AVAILABLE TO YOU IF A CLAIM OR DISPUTE WERE DETERMINED BY THE COURT SYSTEM, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO SEEK OR OBTAIN CERTAIN TYPES OF DAMAGES WHICH ARE PRECLUDED BY THIS ARBITRATION PROVISION, THE RIGHT TO A JURY TRIAL, CERTAIN RIGHTS OF APPEAL, THE RIGHT TO BRING A CLAIM AS A CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND THE RIGHT TO INVOKE FORMAL RULES OF PROCEDURE AND EVIDENCE.

WARRANTIES AND DISCLAIMERS

Your Warranties. You represent and warrant to Referral Class Network that: (a) all information that You provide to Us is accurate and truthful; (b) You have the authority to share information with Us and to grant Us the right to use that information as provided in this Agreement and Our Privacy Policy; (c) Your use of the Website, Services, and/or Platform does not violate any applicable law or other contract or obligation to which You are a party or are otherwise bound; and (d) any information You provide to Us or post on the Website or Platform does not infringe on the intellectual property right of any person or entity. No Representations. Referral Class Network makes no representations concerning any content contained in or accessed through the Website, Services, or Platform, and Referral Class Network will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Website, Services, or Platform. Referral Class Network makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness, or completeness of information and assumes no responsibility for any errors or omissions therein.

Disclaimer of Warranties. THE WEBSITE, SERVICES, AND PLATFORM ARE PROVIDED “AS IS”, “WITH FAULTS”, AND “AS AVAILABLE”. YOUR ACCESS AND USE OF THE WEBSITE, SERVICES, AND PLATFORM IS AT YOUR OWN RISK. REFERRAL CLASS NETWORK AND ITS AFFILIATES AND THEIR RESPECTIVE MANAGING MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AND THIRD-PARTY SUPPLIERS DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, (1) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (2) THE QUALITY, ACCURACY, TIMELINESS, OR COMPLETENESS OF THE WEBSITE AND ITS CONTENT; (3) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; (4) THE WEBSITE AND ITS CONTENT CONFORMING TO ANY FUNCTION, DEMONSTRATION, OR PROMISE BY REFERRAL CLASS NETWORK OR ITS AFFILIATES; AND (5) THAT ACCESS TO OR USE OF THE WEBSITE OR CONTENT WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

ANY RELIANCE UPON THE WEBSITE AND ITS CONTENT IS AT YOUR OWN RISK AND REFERRAL CLASS NETWORK MAKES NO WARRANTIES. REFERRAL CLASS NETWORK RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE WEBSITE OR ANY FEATURE THEREOF AT ANY TIME AT ITS SOLE DISCRETION. IF YOU DOWNLOAD ANY CONTENT FROM THE WEBSITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT.

You acknowledge and agree that Your reliance on the information available on the Website or Platform or through use of the Services and Your interactions with other users through the Services is SOLELY AT YOUR OWN RISK.

The Website, Services, and Platform may be subject to limitations, delays, and other problems associated with the use of the Internet, mobile devices, and electronic communications. Referral Class Network is not responsible for any delays or other damages resulting from such problems. We do not guarantee that the Website, Services, or Platform will be operable at all times. We reserve the right to do any of the following, at any time, without notice to You: (1) to modify, suspend or terminate operation of or access to the Website, Services, and Platform, or any portion of the Website; (2) to modify or change the Website, Services, and Platform or any portion of the Website, Services, or Platform, and any applicable policies or terms (except as described in the Privacy Policy); and (3) to interrupt the operation of the Website and/or provision of Services or the Platform, or any portion of the Website, Services, or Platform as necessary to perform routine or non-routine maintenance, error correction, or other changes.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE, SERVICES, PLATFORM, CONTENT, OR WITH ANY OF THE TERMS UNDER THIS AGREEMENT OR OUR PRIVACY POLICY, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE, SERVICES, AND PLATFORM.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Referral Class Network, any of its Affiliates (defined above), and third-party vendors from and against any and all claims, actions, demands, losses, damages, costs, liabilities, and expenses (including but not limited to attorneys’ fees and court costs) arising out of or relating to: (1) Referral Class Networks’ performance of its functions under this Agreement and all other agreements or terms incorporated herein; (2) Your access to or use of the Website, Services, or Platform, including Your Content; (3) Your breach of this Agreement, including but not limited to, any intellectual property or copyright infringement of a third-party’s rights by You; (4) any of Your affiliates, employees, agents, and representatives’ breach of this Agreement; (5) Your fraudulent, malicious, misuse, or abuse of the Website, Services, and/or Platform; (6) inaccurate or untruthful Content or other information provided by You or that You submit, transmit, or otherwise make available through the Website, Services, or Platform; (7) any intentional or willful violation of any rights of another or harm You may have caused to another; (8) Your violation of applicable laws, rules, or regulations in connection with Your use of the Website, Services, or Platform; (9) any products or services purchased or obtained by You in connection with Referral Class Network; or (10) Your products or services, or the marketing or provisions thereof to end users.

DISCLAIMERS AND LIMITATIONS OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT REFERRAL CLASS NETWORK WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF REFERRAL CLASS NETWORK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (collectively referred to as “Damages”), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE WEBSITE, SERVICES, OR PLATFORM; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE WEBSITE, SERVICES, OR PLATFORM; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE WEBSITE, SERVICES, OR PLATFORM; (E) STATEMENTS OR CONDUCT OF ANY PRODUCT OR SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE SERVICES; (G) ANY BREACH OF THIS AGREEMENT BY REFERRAL CLASS NETWORK OR THE FAILURE OF REFERRAL CLASS NETWORK TO PROVIDE THE SERVICES UNDER THIS AGREEMENT; OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY PRODUCT OR SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of these limitations may not apply to You.

REFERRAL CLASS NETWORK MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE WEBSITE OR PLATFORM OR THAT OFFER GOODS OR SERVICES THROUGH OUR SERVICES, OR THE SERVICE’S USERS. ACCORDINGLY, REFERRAL CLASS NETWORK IS NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM ANY SUCH THIRD PARTY’S ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE WEBSITE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH OUR SERVICES IS AT YOUR OWN DISCRETION AND RISK.

You understand and agree that Your unlimited access to the Content represents a substantial portion of the value You receive from Your Referral Class Network membership fee. Therefore, to the extent Referral Class Network is found liable for anything related to this Agreement or the use of the Website, Services, or Platform, Referral Class Network’s liability for damages will not exceed the equivalent of one (1) month of Your membership fee (or the amount of Your annual membership fee divided by twelve (12)).

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT REFERRAL CLASS NETWORK CONTRACTS WITH A THIRD PARTY TO PROCESS YOUR PAYMENT OF FEES THROUGH THE USE OF A CREDIT CARD PROCESSOR. YOU UNDERSTAND AND AGREE THAT NEITHER A CREDIT CARD PROCESSOR NOR ANY OTHER PARTY INVOLVED IN THE CREDIT CARD PROCESSING PROCESS FOR REFERRAL CLASS NETWORK, INCLUDING, BUT NOT LIMITED TO, THE COMPANY ISSUING THE CREDIT CARD TO YOU AND THE MERCHANT BANK SHALL BE LIABLE FOR ANY DAMAGES.

LIQUIDATED DAMAGES

You understand that the Content in each report or record on Referral Class Network has significant value to Referral Class Network and that the damage caused to Referral Class Network for any violation of this Agreement pertaining to a report or record will be difficult to accurately estimate. Thus, You shall be liable to pay Us the following amounts as liquidated damages, and You agree that the liquidated damages are a reasonable estimate of Referral Class Network’s damages for the specified breaches of this Agreement:

1) You agree to pay One Thousand Dollars ($1,000) for each piece of Content posted in violation of this Agreement.

2) You agree to pay One Hundred Dollars ($100) for each piece of Content that You displayed, copied, duplicated, reproduced, sold, re-sold, or exploited for any purpose.

3) If You use computer programming routines that are intended to aggregate records or reports from the Website, Services, or Platform, or otherwise damage, interfere with, disrupt, impair, disable or otherwise overburden the Website, Services, or Platform, You agree to pay One Hundred Dollars ($100) for each report or record that is aggregated, disrupted, damaged, or otherwise affected by You.

4) Except as set forth in the foregoing subparagraphs (1) through (3), inclusive, You agree to pay the actual damages suffered by Referral Class Network, including, but not limited to attorneys’ fees and court costs, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of this Agreement, we reserve the right to seek the remedy of specific performance of any term contained herein, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement, or any combination thereof.

MISCELLANEOUS TERMS

Headings. All headings are solely for the convenience of reference and shall not affect the meaning, construction, or effect of this Agreement.

Revisions to this Agreement. Referral Class Network reserves the right to, from time to time, revise all or any portion of this Agreement in its sole and absolute discretion. Any modifications or changes to this Agreement are in force and enforceable immediately upon posting. Any updated or edited version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect. Your continued use of Our Website, or Services, or Platform, or Account after such revision represents Your acceptance of the revised Agreement without modifications unless such modifications are approved by Us in writing and signed by an authorized representative.

If You fail to periodically review this Website and Agreement to determine if any of the terms have changed, You assume all responsibility for Your failure to do so and agree that such failure amounts to Your affirmative waiver of Your rights to review the amended terms.

No Relationship Created by Agreement. You agree that no relationship, including, but not limited to, joint venture, partnership, employment, or agency relationship exists between You and Referral Class Network as a result of this Agreement or by accessing or using Our Website, Services, or Platform. Referral Class Network’s performance under this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Referral Class Network’s right to comply with governmental, court, and law enforcement requests or requirements relating to Your access or use of the Website.

Assignment. You may not assign any of Your rights or obligations under this Agreement. We may assign Our rights and privileges under this Agreement, which include Your user registration, without Your consent in connection with a transfer or sale, including, but not limited to, a merger, acquisition, corporate reorganization, or sale of all or substantially all of Our assets, or to an Affiliate, or in connection with a change in control. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Entire Agreement. This Agreement, together with Our Privacy Policy, and any other terms or agreements incorporate hereto constitutes the entire agreement between the parties with respect to Your access and use of the Website, Services, Platform, and the materials contained therein. This Agreement supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter.

Severability. If for any reason a court of competent jurisdiction or an arbitrator finds any provisions of this Agreement, or any portion thereof, to be invalid, unenforceable, or illegal, such invalidity, unenforceability or illegality shall not affect the remainder of this Agreement.

Governing Law. This Agreement, Your use of the Website, Services, Platform, Your rights and obligations, and all actions contemplated by, arising out of or related to this Agreement shall be governed by the laws of the State of Utah, as if this Agreement is a contract wholly entered into and wholly performed within the State of Utah.

Other Jurisdictions. Referral Class Network makes no representation that the Website, Services, Platform, or any of the materials contained therein are appropriate or available for use in other locations, and access to them from territories where their content or function may be illegal or is otherwise prohibited. Those who choose to access the Website, Services, or Platform from such locations do so on their own initiative and are solely responsible for determining compliance with all applicable local laws.

Survival of Terms. The terms and conditions of this Agreement will continue for as long as You access and use Our Website, Services, and/or Platform. The Sections titled “Intellectual Property”, “Warranties and Disclaimers”, “Binding Arbitration of Claims”, “Governing Law”, “Indemnification”, “Additional Terms for Business Accounts”, and any other Section or terms intended to survive the termination or expiration of this Agreement, including this Section, shall survive any termination or expiration of this Agreement.

If You have any questions or concerns regarding this Agreement, Our Privacy Policy, Your Account, the Website, Services, or Platform please contact Referral Class Network at Privacy@ReferraClass.net.