Terms & Conditions – Refer A Friend LLC.

TERMS AND CONDITIONS OF USE ( “TERMS OF USE” )

Last Revision Date: January 9, 2025

The Refer A Friend, LLC Services

Welcome to Refer A Friend, an online marketplace platform that facilitates business referrals for

friends, vendors, contractors, service providers and a variety of professional individuals and

businesses (collectively, the “Service” ). The Terms of Use shall govern all visitors to the Site for

the Refer A Friend Service. The Service is designed to help referring members create a new income

source and to gain exposure, business opportunities and increased revenue for professional

members. Through the Site both referring members and professional members can create their

personal marketplace and grow their businesses. The Service has the capability (a) to identify

outstanding referrals, to open jobs to be performed by professional members and to track the jobs

that have been completed (each a “Job” ), (b) to provide links to other preferences of referring

members, (c) to provide messaging capabilities between members, (d) to provide Project details,

(e) to track scheduling and work progress of the referral lead projects, (f) to identify referrals and

their sources and (g) to provide electronic payment methods for the Fees shared among the

Company and the referring members. The Site allow individuals and businesses to sign up for

membership in any one of three categories: (a) referring members, (b) professional members and

of services and products and (d) others who may come to our Site to review its content ( “you” or

the “User” ). The professional member agrees to contribute a portion of the fee they receive from

work performed for the lead back to Refer A Friend. Refer a Friend then splits the fee received

from the professional member with the referring member (and the originator referring member if

different). See, “Referral Fees and Payments” below. Sign up and access to the platform is free

and the idea is for individuals who become referring members to encourage their professional

network of services providers and product sales sources to agree to sign up and accept business

leads. There are limited areas of the Site that you can view prior to membership to evaluate your

interest in joining as a member in any category.

The Refer A Friend service and network are operated by Refer A Friend, LLC and its affiliates, if

any (collectively, “us” , “we” , “Refer A Friend” or “the Company” ). By accessing our domain

name or viewing or by using our web site at www.referafriendllc.com or any other Refer A Friend

or Refer A Friend affiliate-branded website or web page (including, without limitation, any and all

sub-domains, international versions and successors thereof) and any Refer A Friend or Refer A

Friend affiliate provided services, including, without limitation, services provided through our mobile

application or any media, devices or networks now existing or later developed (the “Site” ), you as

a User, whether or not you become a member in any category, including any legal entity or

association on whose behalf you may access the Site, regardless of your purpose for visiting the

Site, agree that you have entered into a legally binding agreement with the Company and

understand and agree, on behalf of yourself and on behalf of any company or other legal entity

which you have authority to represent, to be bound by these Terms of Use ( “Terms of Use” or

“Agreement” ) including the User Code of Conduct and the Company’s separate Privacy Policy. If

you are accessing the Site or using the Service on behalf of a company or other legal entity, you

represent that you have authority to bind such company or legal entity to these Terms of Use and

further acknowledge and signify that you have read, and also agree to utilize electronic signatures

and click button methodology to indicate such agreement to the Terms of Use. If you do not want

to register as a member of Refer A Friend and become a User of our Service, do not proceed with

completing the account information to open an account as a member. If you do not agree to abide

by these or any future Terms of Use, then do not use or access (or continue to use or access) the

Service or the Site.Final

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT

INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.

THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE

RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Eligibility and Membership

Membership to Refer A Friend as a referring member, professional member or as a member utilizing

their friends’ marketplace may be made by you if you meet the eligibility requirements and provide

Registration Data (defined below) and other information through our Site as requested by the

Company. Membership in the Service is void where prohibited. This Site is intended solely for users

who are eighteen (18) years of age or older. Any registration by, use of or access to the Site by

anyone under 18 is unauthorized, unlicensed and in violation of these Terms of Use. By using the

Service or the Site, you represent and warrant that you (a) are 18 or older, (b) are not currently

restricted from using the Services or otherwise prohibited from having a Refer A Friend membership

account, (c) will only maintain one Refer A Friend membership account at any given time, (d) are

not a competitor of Refer A Friend or will not use the Services in any manner to compete with the

Company, (e) you have all lawful power and authority to enter into this Agreement and agree to

and to abide by all of the terms and conditions of this Agreement and (f) will provide at your own

cost all equipment, software and Internet access required to access the Site and use the Service.

Referral Fees and Payments

There are no charges or fees to sign up on the Site as a member of the Service. For professional

members who receive a referred Job, you agree to pay to the Company an amount equal to 10%

of the fees and compensation received for each Job for which services are provided or work is

performed (but excluding the costs of any parts or material costs for the services or work performed

on the Job) from a referral generated through the Service or the Site (collectively, the “Referral

Fee” ). The Referral Fee is to be paid by you as a professional member to the Company within 21

days of the day that you as the professional member receives payment from the customer for the

Job. The Referral Fee will then be split by the Company as follows: (i) the referring member of

the professional member who performed the Job receives 50%, and (ii) the Company receives

50%, unless another referring member is the identified source for the referred Project (the

“Originator” ), in which case the Company receives 45% and the Originator receives 5%. These

payments by the Company must be made through the Stripe system on the date when the Referral

Fee is received by the Company. The Company has established an affiliation with Stripe to offer

its online payment processing capabilities to the members. Stripe has agreed to pay $50 for each

online account established through the Site for the Service (the “Stripe Fee” ), which will be split

as follows: (i) 50% to the Company and (ii) 50% to the referring member. Other methods may be

established for processing Referral Fees to be received by the Company and the distribution of

portions of the Referral fee as set forth above.

Registration Data; Account Security; Personal Information Collected

To become a Member, you must set up your profile online with us, and you agree that we may

assist you at our option in setting up your profile by using publicly available online information

about you for your profile with additional information that you deliver to us. You represent that

you have all lawful rights to use all the information that you deliver to us and allow us to access

for purposes of these Terms of Use. In consideration of your use of the Site, you agree (a) to

provide accurate, current and complete information about you as may be prompted by any

registration forms on the Site ( “Registration Data” ); (b) to maintain the security of your

password and identification and not allow others to access or use your membership account; (c)

to maintain and promptly update the Registration Data, and any other information you provide toFinal

us, to keep it accurate, current and complete; and (d) to be fully responsible for all use of your

membership account and for any actions that take place using your account. See, Privacy Policy

Highlights for terms and conditions about how we use your personal data and information.

Membership Suspension

Company may suspend User’s membership without notice if User fails to adhere to these Terms of

Use. In such event, the Service will automatically be discontinued, and User will only be able to

available during the suspension. Suspension will continue until the reactivation requirements and

protocol have been satisfied. The Company has the right to cancel for a violation of the User Code

of Conduct or any other reason.

Membership Cancellation

User may cancel membership at any time. Cancellation can be made by contacting the Company

through our Site. In the event of cancellation, you may request deletion of your profile information

except for information you have shared with other Users or information about you that is

incorporated into other Users information by postings, comments or other evaluations regarding

the Service.

Proprietary Rights in Site Content; Limited License

All content on the Site and available through the Service, including, if applicable, designs, text,

graphics, pictures, video, information, applications, software, music, sound and other files, and

their selection and arrangement (the “Site Content” ), are the proprietary property of the

Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded,

scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part,

without the Company’s prior written permission, except that the foregoing does not apply to your

own User Content (as defined below) that you legally post on the Site. Provided that you are eligible

for use of the Site, you are granted a limited license to access and use the Site and the Site Content

and to download or print a copy of any portion of the Site Content to which you have properly

gained access solely for its intended use, provided that you keep all copyright or other proprietary

notices intact. Except for your own User Content, you may not actively upload or republish Site

Content on any Internet, Intranet or Extranet site, on any server or incorporate the information in

any other database or compilation, and any other use of the Site Content is strictly prohibited. Such

license is subject to these Terms of Use and does not permit use of any data mining, robots,

scraping or similar data gathering or extraction methods. Any use of the Site or the Site Content

other than as specifically authorized herein, without the prior written permission of Company, is

strictly prohibited and will terminate the license granted herein. Such unauthorized use may also

violate applicable laws including copyright and trademark laws and applicable communications

regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be

construed as conferring any license to intellectual property rights, whether by estoppel, implication

or otherwise. This license is revocable at any time without notice and with or without cause.

Trademarks and Copyright

“Refer A Friend” and other Company graphics, logos, designs, page headers, button icons, scripts

and service names are registered trademarks, trademarks, trade dress or copyright material of

Company in the U.S. and/or other countries, as applicable. Company’s trademarks and trade dress

may not be used, including as part of trademarks and/or as part of domain names, in connectionFinal

with any product or service in any manner that is likely to cause confusion and may not be copied,

imitated, or used, in whole or in part, without the prior written permission of the Company.

User Code of Conduct

You understand that the Service and the Site are available for your personal and commercial

business use only (depending upon the category of your membership) for the intended purposes

of the Service and Site as stated therein. You represent, warrant and agree that no materials of

any kind submitted through your account or otherwise posted, transmitted, or shared by you on

or through the Service will violate or infringe upon the rights of any third party, including copyright,

trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory

or otherwise unlawful material.

In addition, you agree not to use the Service or the Site to:

• harvest or collect email addresses or other contact information of other users from the

Service or the Site by electronic or other means for the purposes of sending unsolicited

emails or other unsolicited communications except as may be needed to contact other

members for the express purposes related to your use of the Service as a member;

• use the Service or the Site in any unlawful manner or in any other manner that could

damage, disable, overburden or impair the Site or the Company;

• use automated scripts to collect information from or otherwise interact with the Service or

the Site other than for the express purposes of your membership;

• upload, post, transmit, share, store or otherwise make available any content that we deem

to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory,

harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or

racially, ethnically or otherwise objectionable;

• register for more than one User account, register for a User account on behalf of an

individual other than yourself, or register for a User account on behalf of any company or

entity other than a company or entity that you have authority to represent;

• impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your

status as a member, the category of membership interest you hold in accordance with your

main line of business, your age or your affiliation with any person or entity;

• upload, post, transmit, share or otherwise make available any unsolicited or unauthorized

advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,”

“pyramid schemes,” or any other form of solicitation;

• upload, post, transmit, share, store or otherwise make publicly available on the Site any

private information of any third party, including, addresses, phone numbers, email

addresses, Social Security numbers and credit card numbers except for permitted uses as

may relate to subcontractors on the Site if you are a general contractor and to general

contractors on the Site if you are a subcontractor;

• solicit personal information from anyone under 18 or solicit passwords or personally

identifying information other than for the intended use of the Service and the Site or

unlawful purposes;

• upload, post, transmit, share or otherwise make available any material that contains

software viruses or any other computer code, files or programs designed to interrupt,

destroy or limit the functionality of any computer software or hardware or

telecommunications equipment;

• intimidate or harass any other User;

• upload, post, transmit, share, store or otherwise make available content that would

constitute, encourage or provide instructions for a criminal offense, violate the rights of

any party, or that would otherwise create liability or violate any local, state, national or

international law;Final

• use or attempt to use another’s account, service or system without authorization from the

Company, or create a false identity on the Site or for the Service;

• upload, post, transmit, share, store or otherwise make available content that, in the sole

judgment of Company, is objectionable or which restricts or inhibits any other User from

using or enjoying the Site, or which may expose Company or its users to any harm or

liability of any type;

• Professional members agree not to circumvent the Service to directly contact referring

members or leads received through the Service; or

• Professional members agree not to communicate outside of the Service regarding any Jobs

received through the Service including prompt updates regarding the status of any

appointment, Job and payments received related to a Job.

(collectively, all such User conduct is the “User Conduct” ).

User Content on the Site

You are solely responsible for the User profile, messages, notes, text, information, listings, and

other content that you display, publish or upload in surveys or otherwise (hereinafter, “post” ) on

or through the Service or the Site, or transmit to or share with other Users (collectively the “User

Content” ), and you represent that you have obtained all consents required under applicable law

to use and post such User Content. You may not post, transmit, or share User Content on the Site

or Service that you did not create or that you do not have permission to post except for permitted

uses as are specified on the Site. You understand and agree that the Company may, but is not

obligated to, review the Site and may delete or remove (without notice) any Site Content or User

Content in its sol18e discretion, for any reason or no reason, including User Content that in the

sole judgment of the Company violates these Terms of Use, or which might be offensive, illegal,

or that might violate the rights, harm, or threaten the safety of Users or others. You are solely

responsible at your sole cost and expense for creating backup copies and replacing any User

Content you post or store on the Site or provide to the Company.

When you post User Content to the Site, you authorize and direct us to make such copies thereof

as we deem necessary in order to facilitate the posting and storage of the User Content on the

Site. By posting User Content to any part of the Site, you automatically grant, and you represent

and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-

exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy,

publicly perform, publicly display, reformat, translate, prepare derivative works of, excerpt (in

whole or in part) and distribute in any way now known or in the future discovered, such User

Content for any purpose, commercial, advertising, or otherwise (excluding email addresses), on or

in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate

into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You

may remove your User Content from the Site at any time. If you choose to remove your User

Content, the license granted above will automatically expire without further notice, however you

acknowledge that the Company may retain archived copies of your User Content. Refer A Friend

does not assert any ownership over your User Content; rather, as between us and you, subject to

the rights granted to us in these Terms of Use, you retain full ownership of all of your User Content

and any intellectual property rights or other proprietary rights associated with your User Content.

The Company will not disclose User’s information except for the express purposes of the Site and/or

the Service.Final

Communications From Refer A Friend to You

The Company may from time to time in its sole discretion, contact you regarding routine

maintenance periods for the Site or the Service and other downtimes that may be experienced

using notice (i) through display of a banner notice on the Site, (ii) by an email to the email address

each member has provided, (iii) through your Refer A Friend account or (iv) by mobile number or

other delivery means including by postal mail service. You acknowledge and agree that the

Company shall not be liable or otherwise responsible for any consequences or results you may

experience from your failure to maintain accurate contact info with us.

Refer A Friend Member Profiles

Refer A Friend contains profiles of a large variety of service providers who have become

professional members along with referring members and other members of the Site and users of

the Service. These special profiles are to be used solely for commercial purposes. You may not set

up a Refer A Friend Member profile on behalf of another individual or entity unless you have been

properly authorized to do so. This includes Refer A Friend pages or surveys to support, critique or

criticize another person or entity.

REFER A FRIEND DOES NOT PRE-SCREEN OR APPROVE MEMBER PROFILES, AND CANNOT

GUARANTEE THAT A MEMBER PROFILE WAS ACTUALLY CREATED AND IS BEING OPERATED BY

THE PERSON OR ENTITY THAT IS THE SUBJECT OF SUCH MEMBER PROFILE NOR IS REFER A

FRIEND RESPONSIBLE FOR THE CONTENT OF ANY MEMBER PROFILE, OR ANY TRANSACTIONS

ENTERED INTO OR OTHER ACTIONS TAKEN ON OR IN CONNECTION WITH ANY MEMBER

PROFILE, INCLUDING HOW THE OWNER OF THE MEMBER PROFILE COLLECTS, HANDLES, USES

AND/OR SHARES ANY PERSONAL INFORMATION IT MAY COLLECT FROM REFERRALS IT RECEIVES

THROUGH THE SITE (PLEASE REVIEW THE REFER A FRIEND PRIVACY POLICY IF YOU HAVE ANY

QUESTIONS OR CONCERNS REGARDING THE USE OR SHARING OF YOUR PERSONAL

INFORMATION). YOU SHOULD BE CAREFUL AND USE YOUR OWN JUDGMENT BEFORE PROVIDING

ANY PERSONAL INFORMATION TO OR ENTERING INTO ANY TRANSACTION IN CONNECTION

WITH A MEMBER.

Refer A Friend Marketplace

The Company offers the Service through applications it has built using its marketplace platform

(the “Company’s Marketplace” ) which differ from other third-party platforms or applications.

You agree that while using a Company Marketplace or interacting with a website that has deployed

a plugin, you agree that information about you and your use of the Service, including but not

limited to your device, mobile carrier, Internet service provider, physical location, web pages

containing Company plugins that load in your browser, can be communicated to the Company. By

importing any data through the Company’s Marketplace, you represent you have authority to share

the transferred data with your Internet service provider, mobile carrier or other provider. You agree

and acknowledge that you are responsible for all charges and necessary permissions for accessing

the Site and the Services through your Internet service provider or mobile access provider.

Intellectual Property Complaints

We respect the intellectual property rights of others, and we prohibit users from uploading, posting

or otherwise transmitting on the Site any materials that violate another party’s intellectual property

rights. We comply with the Digital Millennium Copyright Act (17 U.S.C. § 512) as amended and

updated, also known as the “DMCA”. The DMCA provides a simple procedure for copyright owners

to report content that infringes their copyrights. When we receive proper notification of allegedFinal

intellectual property infringement, we promptly remove or disable access to the allegedly infringing

material and terminate the accounts of repeat infringers. If you believe that any material on the

Site infringes upon any copyright which you own or control, you may send a written notification of

such infringement to our Designated Agent and following the procedures set forth below. Please

be aware that the DMCA makes copyright owners liable if they materially misrepresent that a user’s

content is infringing.

To report a copyright infringement by a User, all you need to do is fill out our DMCA form. This

form is the fastest way to report a copyright infringement.

If you prefer, you can also send an email to admin@referafriendllc.com. You will need to include

all the notice elements listed in the DMCA at 17 U.S.C. § 512(c)(3). You can also find these elements

listed in our automated DMCA form.

If you wish to report other claims of intellectual property infringement (i.e. non-copyright) by a

Refer A Friend User, all you need to do is fill out our automated IP infringement form.

Repeat Infringer Policy

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating

membership, in appropriate circumstances and at our sole discretion, any User who is deemed to

be a repeat infringer. We may also at our sole discretion limit access to the Site and/or terminate

the memberships of any Users who infringe any intellectual property rights of others, whether or

not there is any repeat infringement.

Third Party Websites and Content

The Site may contain (or you may be sent through the Site or the Service) links or posted website

URLs to other web sites from other service providers or product sales sources ( “Third Party

Sites” ), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video,

information, applications, software and other content or items belonging to or originating from

third parties (the “Third Party Applications, Software or Content” ). You acknowledge and

agree that the Company does not perform nor employ such individuals or companies to perform

the activities they advertise or otherwise supervise, direct, control or monitor such third parties in

the performance of these services. These Third Party Sites and Third Party Applications, Software

or Content are not investigated, monitored or checked for accuracy, appropriateness, or

completeness by us. We do not endorse nor are we responsible for any Third Party Sites accessed

through the Site or any Third Party Applications, Software or Content posted on, available through

or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability,

privacy practices or other policies of or contained in the Third Party Sites or the Third Party

Applications, Software or Content. You further agree that no employment agency or joint venture

relationship is created or exists between the Company and such third parties. Inclusion of, linking

to or permitting the use or installation of any Third Party Site or any Third Party Applications,

Software or Content does not imply approval or endorsement thereof by us. If you decide to leave

the Site and access the Third Party Sites or to use or install any Third Party Applications, Software

or Content, you do so at your own risk and you should be aware that we are not responsible for

the results or any consequences from such actions. You should review the applicable terms and

policies, including privacy and data gathering practices, of any Third Party Site to which you

navigate from the Site or relating to any applications you use or install from the Site.Final

Refer A Friend No Guarantees or Assurances of Job Performance by Any Professional

Member

You are solely responsible for your interactions with other Refer A Friend Users including for Jobs

and the performance by professional members. We do not provide any guarantees or assurances

as to the quality or grade of work performed or services provided by any professional member on

a Job. Users are responsible to conduct their own due diligence and investigation of any

professional member before engagement for a Job. The Company makes no guaranty, warranty

or assurance as to the quality or performance by a professional member for any Job. Any

engagement for a Job is made at your own risk. All User members, whether it’s a referring member,

professional member or member utilizing their friends’ recommendations must research and

evaluate one another to the extent they deem necessary in their sole discretion before engaging

for a Job.

User Disputes and Other Complaints

We reserve the right, but have no obligation, to monitor disputes between you and other Users.

For complaints or disputes, you can provide notice to the Company via email at

admin@referafriendllc.com. We expect to respond in a reasonable manner to your queries but

have no obligation and make no assurances that we can resolve any complaints or disputes to your

sole satisfaction. The Company’s only role with regard to any dispute is expressly limited to acting

as a neutral third-party facilitator to assist in mediating a resolution between the disputing parties.

The Company has no obligation to resolve any dispute.

Privacy Policy Highlights

We care about the privacy of our Users. Click here [LINK] to view the Refer A Friend’s Privacy

Policy. By using the Site or the Service, you are consenting to have your personal data transferred

to and processed within the United States and outside the United States. Briefly, the types of

personal data we may collect are as follows:

● Contact details such as your first and last name, email and mailing address, and

phone number;

● Profile data, such as username, email and password that you may establish to

create a Refer A Friend membership account, as well as any information you

choose to include in your Refer A Friend profile;

● Communications that we exchange with you, including when you contact us via

email, web app, or mobile app with questions, feedback, or reviews;

● Contact details and other data regarding vendors, contractors, service providers

and a variety of professional individuals and businesses that you list as referral

sources and who become professional members. We may use certain of this

information to customize your experience with us as part of our Services;

● Payment and transactional data needed for professional members to pay the

referral Fee and for us to distribute to referring members their portion of the

Referral Fee (including name, email address, bank account number, payment

method), social security number or EIN and your transaction history. Our payment

processors will collect the financial information necessary to process the ReferralFinal

Fee and corresponding payments in accordance with these Terms of Use and our

● Marketing data, such as your preferences for receiving our marketing

communication;

● Advertisers, and details about your engagement with them (e.g., the marketing

emails you open and the links within them you click);

● Device data, such as your computer or mobile device operating system type and

version, manufacturer and model, browser type, screen resolution, RAM and disk

size, CPU usage, device type (e.g., phone, tablet), IP address, unique identifiers

(including identifiers used for advertising purposes), language settings, mobile

device carrier, radio/network information (e.g., Wi-Fi, LTE, 5G), and general

location information such as city, state, or geographic area; and

● Geolocation data, such as GPS, IP address, and movement on certain exercise

types if you give permission for the Company to do so.

Online activity data, such as pages or screens you viewed on the Site or your membership account,

how long you spent on a page or screen, navigation paths between pages or screens, information

about your activity on a page or screen, access times, and duration of access.

Disclaimers

The Company is not responsible or liable in any manner for any User Content or Third Party

Applications, Software or Content posted on the Site or in connection with the Service, whether

posted or caused by Users of the Site, by Refer A Friend, by third parties or by any of the equipment

or programming associated with or utilized in the Site or the Service. Although we provide rules for

User Conduct and postings, we do not control and are not responsible for what Users post, transmit

or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or

otherwise objectionable content you may encounter on the Site or in connection with any User

Content or Third Party Applications, Software or Content. The Company is not responsible for the

conduct, whether online or offline, of any User of the Site or Service.

The Site and the Service may be temporarily unavailable from time to time for maintenance or

other reasons. Company assumes no responsibility for any error, omission, interruption, deletion,

defect, delay in operation or transmission, communications line failure, theft or destruction or

unauthorized access to, or alteration of, User communications. The Company is not responsible for

any technical malfunction or other problems of any broadband or fiber network or service,

computer systems, servers or providers, computer or mobile device equipment, software, failure

of email on account of technical problems or traffic congestion on the Internet or at any Site or

combination thereof, including injury or damage to User’s or to any other person’s computer,

mobile device, or other hardware or software, related to or resulting from using or downloading

materials in connection with the Internet and/or in connection with the Service, including any

mobile client software. Under no circumstances will the Company be responsible for any loss or

damage, including any loss or damage to any User Content or personal injury or death, resulting

from anyone’s use of the Site or the Service, any User Content or Third Party Applications, Software

or Content posted on or through the Site or the Service or transmitted to Users, or any interactions

between Users of the Site, whether online or offline.

THE SITE, THE SERVICE, ANY PLATFORM APPLICATIONS AND THE SITE CONTENT ARE PROVIDED

“AS-IS” AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES,

WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE,Final

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE

COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE

OF THE SITE AND/OR THE SERVICE AND/OR ANY PLATFORM APPLICATIONS. COMPANY DOES

NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE, THE

SERVICE OR ANY PLATFORM APPLICATIONS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT

OR ERROR-FREE OR THAT THE SITE OR SERVICE ITS SERVERS, OR ANY PLATFORM

APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU

SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE,

CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND

DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE

THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE

(INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SERVICE AND ANY PLATFORM

APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY

RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR

COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.

The Company reserves the right to change any and all content, software and other items used or

contained in the Site and any Services and platform applications offered through the Site at any

time without notice. Reference to any products, services, processes or other information, by trade

name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement,

sponsorship or recommendation thereof, or any affiliation therewith, by the Company. The

Company can change the amount of the Referral Fee and how it is calculated with prior notice or

with any User’s consent (as it would apply to such User). Except as expressly set forth in these

including any Jobs denied or the failure to admit any professional member into a marketplace.

Limitation on Liability

USE OF THE SITE AND THE SERVICE ARE PROVIDED “AS IS, WHERE IS”, AS AN

ACCOMMODATION, AND WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT

LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR

PURPOSE. IN NO EVENT WILL THE COMPANY OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR

AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL,

EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS

OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, ANY PLATFORM

APPLICATIONS OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH

OR DOWNLOADED FROM THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY

CONTAINED HEREIN, THE COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND

REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT

PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP

OR THE TIME THAT YOU USED THE SITE OR THE SERVICE, BUT IN NO CASE WILL THE

COMPANY’S LIABILITY TO YOU EXCEED $1000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID

TO THE COMPANY FOR USE OF THE SITE OR THE SERVICE, YOU SHALL BE LIMITED TO

INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE

ENTITLED TO DAMAGES OF ANY KIND FROM THE COMPANY, REGARDLESS OF THE CAUSE OF

ACTION.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE

EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR

ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND

YOU MAY HAVE ADDITIONAL RIGHTS. CERTAIN STATES HAVE LAWS OR REGULATIONS IN PLACE

THAT DO NOT ALLOW FOR THE PAYMENT OF REFERRAL FEES CONTEMPLATED BY THE SERVICE.Final

THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES RELATED TO SUCH

PROHIBITIONS and EXPRESSLY DISCLAIMS ANY LIABILITY FOR SUCH VIOLATIONS OR

PROHIBITIONS. NOTICE IS HEREBY PROVIDED THAT THE REFERRING MEMBER AND THE

PROFESSIONAL MEMBER HAVE THE RESPONSIBILITY TO VERIFY THAT REFERRAL FEES CAN BE

PAID USING THE COMPANY’S MARKETPLACE AND THE SERVICE.

Termination

The Company may terminate your membership, delete your profile and any content or information

that you have posted on the Site or through any platform application and/or prohibit you from

using or accessing the Service or the Site or any platform application (or any portion, aspect or

feature of the Service or the Site or any platform application) for any reason, or no reason, at any

time in its sole discretion, with or without notice, including if it believes that you are under age 18.

Governing Law; Venue and Jurisdiction

By visiting or using the Site and/or the Service, you agree that the laws of the State of Arizona,

without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of

any sort that might arise between you and the Company or any of our affiliates. With respect to

any disputes or claims not subject to arbitration (as set forth below), you agree not to commence

or prosecute any action in connection therewith other than in the state and federal courts of

Arizona, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and

forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of

Arizona.

Arbitration

YOU AND THE COMPANY AGREE THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED IN REGARD

TO SPECIFIC SERVICES ON THE SITE IN ANY SPECIFIC TERMS APPLICABLE TO THOSE SERVICES,

THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS

RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE, THE SITE AND/OR THE

SERVICE (INCLUDING YOUR VISIT TO OR USE OF THE SITE AND/OR THE SERVICE) SHALL BE

FINAL AND BINDING ARBITRATION, except that: (a) to the extent that either of us has in any

manner infringed upon or violated or threatened to infringe upon or violate the other party’s patent,

rules set forth above then the parties acknowledge that arbitration is not an adequate remedy at

law and that injunctive or other appropriate relief may be sought in the state and federal courts of

Arizona, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and

forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of

Arizona.

Arbitration under this Agreement shall be conducted by the American Arbitration Association (the

“AAA”) under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA’s

Supplementary Procedures for Consumer Related Disputes ( the “AAA Consumer Rules”)

(collectively the “AAA Rules”). The location of the arbitration shall be in Maricopa County, Arizona

and the allocation of costs and fees for such arbitration shall be determined in accordance with

such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for

consumer disputes). The arbitrator’s award shall be binding and may be entered as a judgment in

any court of competent jurisdiction .

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE

ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE,

AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim,

action or proceeding by you related in any way to the Site and/or the Service (including your visit

to or use of the Site and/or the Service) be instituted more than one (1) year after the cause of

action arose.

Indemnity

You agree to indemnify and hold the Company, its subsidiaries and affiliates, and each of their

directors, officers, members, manager, agents, contractors, partners and employees, harmless

from and against any loss, liability, claim, demand, damages, monetary penalties, settlement costs,

other costs and expenses, including reasonable attorney’s fees, related to all third party claims,

charges, regulatory matters and other investigations caused by or arising out of or in connection

with any User Content, any Third Party Applications, Software or Content you post or share on or

through the Site or your use of the Service, your conduct in connection with the Service or the Site

or with other Users of the Service or the Site, or any violation of this Agreement or of any law or

the rights of any third party.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other

information about the Site or the Service ( “Submissions” ), provided by you to Company are non-

confidential and shall become the sole property of the Company. The Company shall own exclusive

rights, including all intellectual property rights, and shall be entitled to the unrestricted use and

dissemination of these Submissions for any purpose, commercial or otherwise, without

acknowledgment or compensation to you.

Definitions and Constructions

Unless otherwise specified, the terms “includes” , “including” , “e.g.” , “for example” , and other

similar terms are deemed to include the term “without limitation” immediately thereafter. Terms

used in these Terms of Use with the initial letter(s) capitalized will have the meaning attributed to

them in these Terms of Use.

Entire Agreement and Amendments

These Terms of Use constitute the entire agreement between you and the Company regarding the

use of the Site and/or the Service, superseding any prior understandings and agreements between

you and the Company, whether written or oral, relating to your use of the Site or the Service. The

failure of Company to exercise or enforce any right or provision of these Terms of Use shall not

constitute a waiver of such right or provision in that or any other instance. If any provision of these

that provision shall be deemed severable from these Terms of Use and shall not affect the validity

and enforceability of any remaining provisions. We reserve the right, at our sole discretion, to

change, modify, add, or delete portions of these Terms of Use at any time with notice (i) through

display of a banner notice on the Site, (ii) by an email to the email address each member has

provided, (iii) through your Refer A Friend account or (iv) by mobile number or other delivery

means including by postal mail service. Your continued use of the Service or the Site after notice

of any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to

abide by these or any future Terms of Use, then do not use or access (or continue to use or access)

the Service or the Site. To the extent that anything in or associated with this Site is in conflict or

inconsistent with these terms and conditions, these Terms of Use shall take precedence.Final

Language

You agree that the English versions of these Terms of Use and the Privacy Policy and other

documentation shall govern your relationship with the Company.

Notice

We may notify you through postings at www.referafriend.com and we can be contacted here

admin@referafriendllc.com. Out mailing address is 10168 East Bayview Drive, Scottsdale, AZ

85258 where we will accept service of process.

Assignment and Delegation

No User may assign any rights or delegate any duties or obligations under these Terms of Use.

Any assignment or delegation shall be void and ineffective. However, the Company may freely

assign its rights and delegate its duties and obligations under these Terms of Use including the

substitution by unilateral novation to any third party upon written notice to you.

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