General Terms and Conditions of Software as a Service
ARTICLE 1. INTRODUCTION
These General Terms and Conditions of Service ("Agreement" or “Terms”) govern the legal relationship between Referral Factory BV doing business as the Referral Factory operating on https://referral-factory.com/ ("Website"). Referral Factory a Dutch limited with registration number KVK 71193529 and its registered address: Prinsengracht 301-G 1016 GX Amsterdam, the Netherlands, hereinafter referred to as "Referral Factory" or "we", "us" or "our".
And Customers or Users of our Services ("you" or "your(s)"), who will access our Services, offered and provided by Referral Factory according to its latest definition in this Agreement. If you are not certain what the Services comprise, please refer to the following page: https://referral-factory.com/pricing.
You are entering into this Agreement on behalf of either yourself or the legal entity you represent. As part of your relationship with us, you agree you have fully read and understand our Privacy and Cookie Policy and Website Terms of Use. In the case of conflicting terms between the Privacy and Cookie Policy and this Agreement, the Privacy and Cookie Policy shall always prevail. In addition, our Acceptable Use Policy, which you find as an Addendum to these terms, forms an integral part of this Agreement.
ARTICLE 2. DASHBOARD ACCESS TO AUTHORIZED USERS
2.1. Dashboard Access. Referral Factory permits each User and Customer to, exclusively for business purposes, access the member area of our Dashboard and use its interface and functionality after they have purchased a subscription or during a Free Trial period, as mentioned in Section 7 in this Agreement.
2.2. Authorized User. Customer's company is the authorized User of our Services and Dashboard. All the rights in and to the Services and content are limited to this one Authorized User only, and cannot be shared or used by a third person.
ARTICLE 3. SERVICES
3.1. Services. We offer on our Website different Packages available on https://referral-factory.com/pricing. Our Services available on our Dashboard may include but are not limited to custom and example referral programs, templates, campaigns, user data analytics and campaign instructions and tutor videos. The Services may be amended, updated, or limited by us in our sole discretion.
3.2. Referral Terms. As part of our Services, we offer Referral Program Terms, including privacy provisions which Referral Factory provides on an “as is” basis. You represent and warrant that you maintain proper General Terms and Conditions covering your core product and services.
3.3. Disclaimer Services. In accordance with Article 8 in this Agreement, Referral Factory does not make any representations and warranties as to our Services and the Dashboard. With regard to the Referral Program Terms as part of our Services, you represent and warrant that these Referral Program Terms are checked by a lawyer in the jurisdiction you operate in. We explicitly disclaim any liability as to its legal validity and applicability.
3.4. No Guaranteed Results. Referral Factory shall apply its best efforts and endeavours to provide the Services in accordance with this Agreement, however, Customer agrees and acknowledges we can never guarantee profits, results, or the overall effectiveness of any of the Services.
3.5. Third Party Services. Customer understands that Referral Factory depends on the availability and performance of third-parties, employees and (sub)contractors and as a result our performance under this Agreement may be delayed. However, we shall make reasonable efforts to inform you about any delay outside of our control. In accordance with the relevant sections in this Agreement about disclaimers, we are never responsible or liable for any losses if such delays occur.
3.6. Extra Services. Upon agreement between the Parties, Referral Factory may perform extra services that are beyond the Scope of the Services mentioned in this Agreement. The applicable hourly rates for extra services authorized by Customer shall be available to Customer prior to agreeing on the extra services.
ARTICLE 4. USER SIGN-UP, ACCOUNT AND TERMINATION
4.1. Account. In order to use our Service and access our content, you must first create an account. You represent that all information you give us is correct and up to date. You are responsible for checking that all information sent to us is truthful and up to date.
4.2. Personal. Your account is strictly personal and cannot be transferred. You must keep your username and login credentials private. You are liable for all actions that are performed under your account.
4.3. Account Approval. We may approve or reject any application for accessing our Services, and in case of a rejection we are not obliged to disclose the reasons for such rejection.
4.4. Verification. You acknowledge that Referral Factory is authorized to make inquiries so as to verify your identity. We may do so directly or by using third-party service providers. Upon completion of a verification process, we may temporarily restrict your account.
4.5. Fair Use. You agree that we may terminate your account at any time and at our sole discretion, or ask you to limit your use of our Services when it exceeds a reasonable volume of data or bandwidth.
ARTICLE 5. INTELLECTUAL PROPERTY AND OWNERSHIP
5.1. Warranty of Originality. We represent that we are the rightful owner of the Services, the Website and Dashboard and all content published thereon, or we are the recipient of a license or right to use. Referral Factory is fully authorized to grant access rights to our Dashboard without any encumbrances or the consent of a third party. Moreover, we represent that the Services, Website and Dashboard are our own and original work, including the licensed components.
5.2. Ownership. Customer understands and agrees that, unless otherwise stated, Referral Factory owns and retains all right, title and interest in and to (i) the Services, including all enhancements, improvements, and modifications; (ii) any business methods, trade secrets, software, applications, or any other technology developed in connection with the Services, and (iii) any patent, copyright, trademark, and any other intellectual property rights.
5.3. Restrictions. Customers must not copy, republish, adapt, create derivative works from or otherwise distribute the contents of our Website or any other elements of the Website's design, unless Referral Factory explicitly permits you to do so. You understand and agree that you are not authorized to copy the content, infringe our trade and service marks, or violate any of our intellectual property rights, business methods or trade secrets.
5.4. Third Party Work. You may upload content and materials onto our Dashboard and subsequently publish them as part of your referral program. You represent and warrant that those contents and materials do not contain any third-party work for which you do not possess a license or right to use. You acknowledge and agree that you are solely liable to third-parties for anything you upload onto our Dashboard, including but not limited to visual or written communications, software and code, documents and video recordings.
5.5. Intellectual Property. You agree and acknowledge that any visual presentations, documentation, and other elements of our services and dashboard are the sole intellectual property of Referral Factory under any applicable copyright and trademark laws, trade secret law, and any other intellectual property laws and international treaties. Except for the rights granted in these Terms, it does not grant you any ownership or other right or interest in or to visual presentations, documentation, and other elements of our services and dashboard.
5.6. Confidentiality. Only authorized Users, who have duly gained access to our Services and dashboard after having agreed to these Terms, are permitted to use our services and access our dashboard. Except as expressly authorized by this Agreement, you must not provide or make available any visual presentations, documentation, and other elements of our Services and dashboard to third parties.
ARTICLE 6. CUSTOMER OBLIGATIONS
6.1. Information Duty. Customer undertakes to provide us with all information, instructions, documents, or access to materials necessary to fulfill our duties under this Agreement. If Referral Factory is not in possession of all the information mentioned above, it may cause a delay in performing the Services under this Agreement.
6.2. Duly Represented. Following the preceding Subsection, Customer must provide Referral Factory with supporting evidence, such as ID's or official documents that demonstrate Customer is duly represented by the person who registers and signs up to our Services.
6.3. No Spam. You must refrain from mass distribution of unsolicited emails and other communications with the use of our Dashboard. In no event are we liable for such actions, and in accordance with the relevant sections in this Agreement you shall indemnify and hold us harmless against any governmental action and fines, individual legal action and class action lawsuits.
6.4. Forbidden Distribution. You must not publish or distribute your Referral Program on any sites or platforms that house any Adult Content, Alcohol, Tobacco, Gambling, Games and Online Casinos, Political Content, or any form of illegal activities. If your Users publish your Referral Program, including the link thereto, on such sites you must take immediate action to delete the link and User’s access to your Referral Program.
ARTICLE 7. PAYMENTS AND REFUNDS
7.1. Trial Period. We may offer on our Website a trial period during which you may access our website, services and dashboard. The functions and Services may be limited during the trial period, and we may in our sole discretion, restrict or terminate your trial period. Section 4 in this Agreement about account registration shall apply accordingly. In addition, Referral Factory may from time to time offer coupons or discount codes. If during your trial period your use of our services and dashboard exceeds reasonable use, we may immediately terminate your account and keep you restricted from the use of our services.
7.2. Payments. Before you can use our Service and access the Dashboard, each due payment for your respective plan must be completed using the payment methods offered on our Website.
7.3. Non-Refundable. All fees paid by you are non-refundable. We will never make partial refunds in case you have not used all of our Services, or for any other reason whatsoever.
7.4. Chargebacks. In case you have performed a credit card chargeback or otherwise reversed a payment to us, we may immediately restrict or terminate your account. All charges remain non-refundable. We will never make refunds for partially used Services.
ARTICLE 8. WARRANTIES, DISCLAIMERS AND INDEMNIFICATION
8.1. Warranties. We make no warranties of any kind, either express or implied, including any implied warranty of fitness for a particular purpose or merchantability. Customer accepts our Services, Dashboard, and all of its contents on an "as is" basis without any express or implied representation or warranty, including without limitation implied representations and warranties of fitness for a particular purpose, non-infringement of intellectual property rights, contractual performance or any implied warranty arising from law, statute or regulation.
8.2. Waiver of Liability. Our Website, Dashboard, content, software tools, downloadable materials, videos, and newsletters are only offered for informational purposes. We waive our liability for any incorrect, unavailable, unclear, incomplete, or outdated information. Referral Factory cannot be held liable for any suggestion provided to you that may result in any loss or damage. You are always responsible for all decisions and actions taken based on our Service, including liability for all losses, damages, injury, and civil liability or theft of data and intellectual property or business methods.
8.3. Disclaimer Third-Party Information. Referral Factory may use, in performing the Services, third-party information and resources. Referral Factory disclaims all responsibility and liability for any incorrect or outdated information provided by any third party business, their affiliate or any of their sources. You as a Customer are solely responsible for the way you employ such third-party information and any decisions taken based on that information.
8.4. Insurance. Customer must arrange proper insurances during the term of this Agreement to cover all risks, losses and damages in respect of its business dealings. We explicitly disclaim our responsibility and liability for any losses and damages resulting from the absence of proper insurances.
8.5. Indemnification. The Customer indemnifies and holds harmless the Referral Factory and its officers, employees, agents, and subcontractors against all liability, cost, or damage(s) including reasonable attorney's fees, arising out of and in connection to this Agreement, including all legal expenses and related costs out of this and in connection to this Agreement.
8.6. Intellectual Property Indemnification. The Customer agrees to indemnify, defend and hold Referral Factory harmless against all claims, expenses, liabilities, losses, costs, and damages, including reasonable attorney's fees, that Customer may incur resulting from content, materials and work you upload onto our Dashboard, whether it your own or third-parties’ original work.
8.7. Data Controller Disclaimer. In case you submit data and personal information related to an individual residing in the EU onto our Dashboard, you acknowledge and agree that you are at all times the Data Controller under the applicable law and in that capacity responsible for that personal data. You must comply with all provisions under the GDPR that apply to the duties of data controllers, either for the purpose of reasonable data usage, actual data validation processes and by updating your own legally obtained customer database based on the explicit consent from your own clients.
ARTICLE 9. TERM AND TERMINATION
9.1. Start Date. This Agreement commences on the date Customer purchases our Services and continues for the term according to Customer's applicable package or plan available on the following URL .
9.2. Material Breach. Either Party may terminate this Agreement in case of a material breach of the other Party, and when the breaching Party does not cure such material breach within twenty (20) working days after having received written notice from the non-breaching Party.
9.3. Effects of Termination. In the event of any termination, Parties will remain liable for any breach of this Agreement existing at the time of termination or thereafter, and the other Party may seek all remedies against the breaching Party as is provided in this Agreement or available in the applicable law.
ARTICLE 10. COMPLAINTS
10.1. Complaints. The User and/or Customer who experiences a problem with our Services should raise such a matter directly via our contact form or by emailing us directly at [email protected].
10.2. Result. Referral Factory will perform its best endeavors but is at no time obliged to resolve the matter in question to the satisfaction of the User and/or Customer.
ARTICLE 11. ASSIGNMENT
Referral Factory may assign this Agreement, including any of the rights, interests, or obligations hereunder to any successor without the prior written consent of Customer. Subject to the preceding, this Agreement will be binding and enforceable upon, to the benefit of the Customer and Referral Factory's respective successors and assigns. However, Customer must not assign this Agreement, including any of the rights, interests, or obligations hereunder to any successor without the prior written consent of Customer.
ARTICLE 12. AMENDMENTS
The Agreement is continuously subject to modification and review. In case of any inconsistencies with past versions of this Agreement, the current publicly available version on this page shall always prevail.
ARTICLE 13. CHOICE OF LAW, JURISDICTION AND DISPUTE RESOLUTION
13.1. Applicable Law and Forum. The Agreement shall be governed by and construed in accordance with the internal laws of the Kingdom of the Netherlands. Any conflict or dispute between the Parties that may arise in connection with this Agreement shall be exclusively submitted to a competent civil court in Amsterdam, the Netherlands.
13.2. Dispute Resolution. In the event of any dispute, you must immediately notify the Referral Factory within seven (7) working days after the discovery of the facts that support your complaint.
ADDENDUM
Acceptable Use Policy
1.
This Acceptable Use Policy (“Policy”) forms an integral part of these General Terms and Conditions of Service and outlines what conduct constitutes unacceptable use of our services and dashboard. You must read this Policy regularly in order to ensure your activities always comply with the acceptable use of our services. We may make reasonable modifications to this Policy by amending it from time to time.
2.
If you detect unacceptable use of our services or violation of the Agreement you must immediately contact us at [email protected]. You can also direct any questions regarding this Policy to that email address.
3.
The violation of any laws or regulation, or conduct that is unlawful in any applicable jurisdiction may lead to the termination of the Agreement. Referral Factory may in its reasonable judgment and sole discretion deem any use and/or activities by user(s) inappropriate and terminate this Agreement as a result.
4.
In any event, the following non-exhaustive list may constitute a violation of the acceptable use of our Services:
- displaying, storing, sending or receiving any content that is considered obscene, pornographic, vulgar, or excessively violent, irrespective of whether the material is unlawful;
- offering products or services related to digital assets, including but not limited to cryptocurrencies, token offerings, or any other digital finance or blockchain technology product;
- Any allegiances or affiliations with political parties, advocacy groups or other social or civil organization;
- The resale of Referral Factory’s services (or part of) to any individual or business, without our prior written consent or publishing a website that offers similar services as Referral Factory’s;
- displaying, storing, sending or receiving any content that is (i) in violation of any third-party intellectual property right, including but not limited to copyrights, likeness rights, trade secrets, patents and trade, and service marks, (ii), in violation of any agreement, or (iii) without authorization;
- advocating or encouraging violence, or providing instruction or information in causing violence, irrespective of whether such activity is unlawful;
- transmitting personal information without the permission of an individual or transmitting sensitive personal information that could directly or indirectly lead to the identification of an individual;
- the attempt of gaining unauthorized access to any hardware or software system, network, or account;
- use or activate any viruses, worms, or other harmful code, trojan horses and/or any other malicious technology;
- sending or posting unsolicited messages to a large number of recipients, websites or forums, regardless of such conduct is in violation of applicable anti-SPAM laws.