Terms Of Service


Last Updated: February 22, 2023


  1. Overview. These Customer Terms of Service (these “Terms”) constitute a legal agreement between ReferIn Technologies, Inc. (the “Company”, “we”, “us”, or “our”), and you as the customer (“Customer”, “you”, or “your”) and govern your access to and use of the Company’s website located at <http://referin.com> and other sites and subdomains owned, operated or controlled by us (collectively, the “Website”), and all other software applications, platforms and online services provided by the Company (the Website and such other software applications, platforms and services, collectively, the “Services”). The Customer Form (as defined below) and these Terms are collectively referred to as this “Agreement”.

    Please read these Terms carefully before accessing or using the Services. By accessing or using any portion of the Services, you agree that you have read, understood, and agree to be bound by these Terms, including those additional terms and conditions and policies referenced herein. Any changes to these Terms will be posted on the Website, and your continued use of the Services means you have accepted these changes.

  2. Access and Use. The Company provides a personalized subscription service that allows Customer to, and/or allows Customer to invite its employees, contractors, agents or other representatives (collectively, the “Authorized Users”) to, access the Services. A subscription is required for each Authorized User to access the Services and may be procured by Customer through the Services interface (the “Interface Form”), or via an order form entered into between Customer and us (each, an “Order Form”) (such Interface Form or Order Form, as applicable, the “Customer Form”). The Customer Form will generally address commercial items, including, without limitation, “Fees”, “Effective Date”, “Term”, and the total number of “Authorized Users.”

    We may from time to time offer a limited-time, free subscription to the Services to the Customer for the Customer’s pilot use (the “    Pilot Program”). Such Pilot Program is offered at the Company’s sole discretion and the Company reserves the right to revoke the Customer’s subscription to the Pilot Program at any time.

  3. Restrictions and Responsibilities.
    3.1. Restrictions. Customer will not, and will ensure that its Authorized Users will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer or its Authorized Users for use, Company hereby grants Customer and such Authorized Users a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

    Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”

    3.2. Use of the Services. Customer represents, covenants, and warrants that Customer will use, and will ensure that its Authorized Users will use, the Services only in compliance with Company’s standard published policies then in effect and all applicable laws and regulations. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of all Equipment, Customer account, passwords (including but not limited to administrative and Authorized User passwords) and files, and for all uses of Customer account or Equipment with or without Customer’s knowledge or consent.

    3.3. Authorized User Use. The Services are not intended for and should not be used by anyone under the age of 18. Customer must ensure that all Authorized Users are at least 18 years of age. Customer shall be responsible for its and its Authorized Users’ compliance with this Agreement.

  4. Confidentiality; Proprietary Rights.

    4.1. Confidentiality.     Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose confidential or proprietary business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the Disclosing Party’s Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or disclose to any third person (other than to its directors, officers, employees, personnel, members, partners, representatives, advisors, contractors or consultants (collectively, its “Representatives”), in connection with the Services, provided that such Representatives are bound by confidentiality obligations not less restrictive than those contained herein) any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally known or available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. 

    4.2. Proprietary Rights. Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the provision of support services in connection with the Services, and (c) all intellectual property rights related to any of the foregoing.   

    Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data, Customer Metrics (as defined below), and any data derived therefrom), and Company will be free (during and after the Term) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business, including in any marketing material, such as case studies. No rights or licenses are granted except as expressly set forth herein. 

  5. Services and Support. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. Company will provide technical support to Customer via email on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of U.S. federal holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours at any time by emailing <contact@referin.com>. Company will use commercially reasonable efforts to respond to all helpdesk tickets within two (2) business days.

  6. Term and Termination. Subject to earlier termination as provided below, the term of this Agreement shall commence on the Effective Date, as specified in the Customer Form, and initially continue for the Initial Service Term, as specified in the Customer Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests in writing termination of this Agreement at least thirty (30) days prior to the end of the then-current term. Notwithstanding the foregoing, the Term of this Agreement for a Pilot Program shall be as set forth in the applicable Customer Form for such Pilot Program.

    In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ prior written notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement, subject to the right of the breaching party to cure such breach during the notice period. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

  7. Payment of Fees. Customer will pay Company the then applicable fees described in the Customer Form for the Services in accordance with the terms therein (the “Fees”). Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days’ prior notice to Customer (which may be sent by email).

    If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

    Company may choose to bill through an invoice, in which case full payment for invoices issued in any given month must be received by Company within thirty (30) days after the mailing date of the applicable invoice. Unpaid amounts are subject to a finance charge of 1.5% 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 the Services. Customer shall be responsible for all taxes associated with the Services other than U.S. taxes based on Company’s net income.

  8. Warranty and Disclaimer. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which is designed to minimize errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing (including by email) of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  9. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON OR TO THE EXTENT NOT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, DIRECTORS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  10. Indemnity. Customer agrees to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to Customer’s or any of its Authorized Users’ (i) violation of this Agreement; and/or (ii) use of the Services.

  11. Dispute Resolution. You and the Company agree to arbitrate any and all disputes, claims, or controversies arising out of, in connection with, or relating to, this Agreement, any of the Services, the Company’s business, or the Company’s relationship with you, including any claims that may arise after the termination of this Agreement. This agreement to arbitrate includes any claims against the Company’s employees, agents, or affiliates. Arbitration is a method of claim resolution that is less formal than a traditional court proceeding in state or federal court. It uses a neutral arbitrator instead of a judge or jury and the arbitrator’s decision is subject to limited review by courts.

    All disputes concerning the arbitrability of a claim (including disputes about the scope, interpretation, breach, applicability, enforceability, revocability, or validity of this Agreement) shall be decided by the arbitrator. The arbitrator shall also decide whether any claim is subject to arbitration. You further agree that the U.S. Federal Arbitration Act and federal arbitration law shall govern the interpretation and enforcement of this agreement to arbitrate.

    To the extent possible under your local law, the arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules or pursuant to JAMS’ Streamlined Arbitration Rules and Procedures (the “    Rules”). The Rules are available online at www.jamsadr.com. The arbitrator is bound by the provisions of this Agreement. The arbitration shall be conducted in English and the seat and venue of the arbitration shall be San Francisco, California.

    CLASS ACTION WAIVER: YOU AND THE COMPANY ALSO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT OR REPRESENTATIVE PROCEEDING, CONSOLIDATED ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. This means that neither you nor the Company can seek to assert class or representative claims against each other either in court or in arbitration and no relief can be awarded on a class or representative basis. The arbitrator also may not consolidate or join another person’s claim with your claim or issue an order that would achieve the same result. You and the Company further agree that if the provisions of this paragraph, known as the “Class Action Waiver,” are found to be unenforceable, it cannot be severed from this arbitration agreement and the entire provision compelling arbitration shall be null and void.

    This Agreement shall be governed by the laws of the State of California, without regard to its conflicts of laws provisions. Any dispute between you and the Company, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement or the Services shall be resolved exclusively as specified in this Section 11, except with respect to imminent harm requiring temporary or preliminary injunctive relief, in which case the Company may seek such relief in any court with jurisdiction over the parties.

  12. Miscellaneous. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not, whether directly or indirectly (including by operation of law or otherwise), assignable, transferable or sublicensable by Customer except, in each case, with Company’s prior written consent. Any purported assignment, transfer or sublicense of this Agreement in breach of the preceding sentence shall be null and void and of no effect. Company may transfer and assign any of its rights and obligations under this Agreement without consent. Customer hereby grants Company permission to use its name, trademark, and/or logo to identify Customer as a customer of Company on Company’s Website or otherwise in connection with Company’s fundraising, marketing and/or sales efforts. Upon Company’s request, Customer agrees to (i) act as a reference for Company, and (ii) provide Company with success metrics data related to Customer’s use of the Services, such as the number of meetings booked and the amount of revenue generated (“Customer Metrics”). This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers under, and modifications to, this Agreement must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, fiduciary relationship or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 
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