Terms and Conditions

These Terms and Conditions (“Terms”) govern your access to and use of the Services provided by Referrizer LLC (“Referrizer”, “we”, “us”, “our”). By executing a Subscription Contract that incorporates these Terms by reference, or by completing an online registration or order process for the Services that references these Terms (“Online Order”), you (“Client”, “you”, “your”) agree to be bound by these Terms. These Terms, together with the Subscription Contract and any applicable Online Order(s), constitute the entire agreement between you and Referrizer (the “Agreement”).

1. DEFINITIONS

• “Affiliate” means any entity or person that directly or indirectly controls, is controlled by, or is under common control with a Party. For purposes of this definition, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
• “Services” refers to the Referrizer marketing automation solutions, including but not limited to the Referral Program, Loyalty Program, Reputation Management, CRM and Pipeline Management, Smart Line, Quick Connect, Email Marketing, SMS Marketing, INBOX, Integrations, Dashboard, AI Employee, and any related Professional Services, as further described in the Agreement.
• “Platform” refers to the Referrizer software platform through which the Services are delivered.
• “Client Data” means all electronic data or information submitted by Client to the Services or collected and processed by Client using the Services, including personal data of Client’s customers.
• “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
• “Ordering Document” means the Subscription Contract and/or any Online Order specifying the Services to be provided, pricing, Subscription Term, and other commercial details.
• “Professional Services” means any implementation, training, or other professional services provided by Referrizer as set forth in an Ordering Document or Statement of Work.
• “Subscription Contract” means the specific agreement, whether executed physically or digitally (including through an Online Order process), between Client and Referrizer that details the subscription plan, initial term, pricing, and incorporates these Terms by reference.
• “Third-Party Sites” means any third-party websites, services, or applications (e.g., Google, Facebook, booking systems, Zapier) that the Services may integrate with or link to.
• “Subscription Term” means the initial term and any renewal terms of Client’s subscription to the Services as specified in the Subscription Contract or Online Order.
• “Confidential Information” has the meaning set forth in Section 10.
• “TCPA” means the Telephone Consumer Protection Act, 47 U.S.C. § 227, as amended.
• “10DLC” refers to 10-digit long code messaging standards and registration requirements for Application-to-Person (A2P) messaging in the United States.

2. THE PARTIES AND SERVICES

2.1. Parties. “We,” “us,” or “our” refers to Referrizer. “You,” “your,” and “Client” refers to the individual or entity that has entered into a Subscription Contract or completed an Online Order with Referrizer. If you are accessing or using our Services on behalf of an organization, you represent that you have the authority to bind that organization to the Agreement, and “you,” “your,” and “Client” will refer to that organization. Each Party will be responsible for the acts and omissions of its Affiliates in connection with this Agreement.

2.2. Description of Services. Referrizer provides a comprehensive, all-in-one marketing automation solution. Key features and benefits may include (as specified in your Subscription Contract or Online Order): Referral Program, Loyalty Program, Reputation Management, CRM and Pipeline Management, Smart Line, Quick Connect, Email Marketing, SMS Marketing, INBOX, Integrations, Dashboard, and AI Employee. The Terms apply equally to any rebranded or white-label version of Referrizer’s platform services.

2.3. License Grant. Subject to the terms and conditions of the Agreement and payment of all applicable fees, Referrizer grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the Subscription Term to access and use the Services and the Platform solely for Client’s internal business operations.

2.4. Onboarding and Implementation. Client understands and agrees that onboarding and implementation of the Services may require Client’s reasonable and timely participation. Client’s reasonable and timely participation in the onboarding process is a vital component of delivering the Services. Any delays in this process caused by Client will not affect the duration of the Agreement and will not provide a basis for non-payment or early termination.

2.5. Service Availability and Client Responsibilities. Services described on Referrizer’s website or marketing materials may or may not be available in all countries or regions. 

• Client is responsible for obtaining and maintaining all computer hardware, software, and communications equipment needed to access the Services and for paying all access charges (e.g., Internet Service Provider, telecommunications) incurred while using the Services. 
• Referrizer transmits messages (e.g., email and SMS) initiated by Client through various routes. The level of reliability and support for special features can vary. Referrizer is not responsible for the final delivery of any communication initiated through the Services, as delivery depends on third-party carriers and networks. 
• While Referrizer shall use commercially reasonable efforts to transmit messages promptly, we cannot guarantee a specific maximum delivery time. Communications carriers may assign messages a default lifetime, and any message not delivered within that lifetime may be discarded by the carrier without notice. Referrizer is not liable for any loss incurred by the failure of a message to be delivered, and Client acknowledges that damages for financial or other loss resulting from delivery failure cannot be claimed from Referrizer. Client agrees that message contents are deemed to have zero intrinsic value for the purpose of such claims. 
• Client acknowledges that messages like SMS are often transmitted unencrypted, and eavesdropping by third parties is possible. Referrizer recommends that Client ensure sensitive and valuable information is communicated via protected and/or encrypted methods where appropriate.

Referrizer is not obligated to provide service credits or refunds for service disruptions caused by third-party providers or circumstances beyond Referrizer’s reasonable control, including but not limited to Third-Party Sites, telecommunications carriers, Internet service providers, or other force majeure events as described in Section 15.6.

2.6. Third-Party Sites, Integrations, and Add-Ons. 

•  To the extent that Client requests or otherwise causes the Services to be integrated with, or make use of data from, Third-Party Sites, Client agrees that Referrizer does not have control over the terms of use, privacy policies, operation, intellectual property rights, performance, service levels, or content of any Third-Party Sites. 
• Referrizer disclaims all responsibility and liability for any use of Third-Party Sites. Client’s use of Third-Party Sites is subject to the terms and conditions and privacy policies of such Third-Party Sites. 
• The Services may incorporate or make use of certain third-party software (“Third-Party Software”) or make available additional features and products offered by third-parties (“Add-Ons”). Client’s use of such Third-Party Software or Add-Ons is licensed subject to the terms and conditions of the third party licensing them, and these Terms. Nothing in these Terms limits Client’s rights under, or grants Client rights that supersede, the terms and conditions of any applicable license for such Third-Party Software or Add-Ons.

2.7. Restrictions on Use / Acceptable Use Policy. Client shall not, and shall not permit others to: 

• Use the Services for any illegal, fraudulent, or unauthorized purpose, or in any manner that could damage, disable, overburden, or impair the Services. 
• Use the Services to access or allow access to Emergency Services (e.g., 911 or E911 services). 
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or any software, documentation, or data related to the Services, except as allowed by applicable law. 
• Modify, translate, or create derivative works based on the Services. 
• Copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services except as expressly permitted by the Agreement. 
• Use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party unless explicitly authorized by Referrizer. 
• Remove any proprietary notices or labels. 
• Transmit any worms, viruses, Trojan horses, or any code of a destructive, harmful, or deleterious nature. 
• Interfere with or disrupt the integrity or performance of the Services, Referrizer’s networks, or third-party data contained therein. 
• Attempt to probe, scan, or test the vulnerability of any Referrizer system or network or breach any security or authentication measures. 
• Attempt to gain unauthorized access to the Services or their related systems or networks, or to data not intended for Client. 
• Use the Services to send unsolicited marketing messages (i.e., spam) or any prohibited calls or messages. 
• Harvest or otherwise collect information about others without their consent. 
• Mislead others as to the identity of the sender of messages by creating a false identity, impersonating someone else, or providing contact details that do not belong to Client. 
• Transmit, associate, or publish any unlawful, racist, harassing, defamatory, abusive, threatening, demeaning, immoral, harmful, vulgar, obscene, pornographic, or otherwise objectionable material. 
• Transmit any material that may infringe upon the Intellectual Property Rights or other rights (e.g., privacy, publicity) of third parties. 
• Violate any regulations, policies, or procedures of networks connected to the Services. 
• Develop or build a competitive product or service. 
• Engage in any other activity that Referrizer believes could subject it to criminal or civil liability.

3. COMPLIANCE

3.1. General Compliance. Client shall comply with all applicable federal, state, and local laws, rules, and regulations in its use of the Services, including but not limited to those related to data privacy (e.g., GDPR, CCPA), international communications, anti-spam (e.g., CAN-SPAM), telemarketing (e.g., Telemarketing Sales Rule), and the transmission of technical or personal data. Client is solely responsible for all acts or omissions that occur under its account, including the content of messages created and initiated.

3.2. TCPA and SMS/MMS Messaging Compliance. 

• To the extent required by law and as applicable to the Parties, the Parties shall comply with the TCPA and all other applicable laws and regulations governing SMS/MMS messaging, including 10DLC registration requirements and industry best practices (e.g., CTIA guidelines). 

Client is solely responsible for: 

• Obtaining and maintaining all necessary, valid, and explicit consents from any and all third parties (including Client’s customers) to send and receive SMS/MMS messages and voice calls using the Services, in compliance with the TCPA and other applicable laws. Proof of such opt-in consent must be retained by Client and provided to Referrizer upon request. 
• Complying with all A2P 10DLC registration requirements, including providing accurate information for such registration and paying any associated carrier fees or pass-through charges from Referrizer. 
• Honoring all opt-out requests promptly and ensuring individuals who opt-out are immediately unsubscribed and no further messages are sent to them. 
• The content of all messages sent using the Services, ensuring they are not misleading, harassing, or unlawful. 
• Client authorizes Referrizer to act as its agent in the 10DLC registration process when such representation is necessary for the provision of the Services. 
• Referrizer reserves the right to pass through carrier 10DLC fees and other telecommunications costs to Client, which Client agrees to pay. 
• Each Party shall indemnify, defend, and hold harmless the other Party from and against any and all damages, liabilities, judgments, fees, fines, costs, and expenses (including reasonable attorneys’ fees) incurred by the non-breaching Party arising from any claims, demands, or legal actions made against it resulting from the indemnifying Party’s breach of this Section 3.2.

3.3. Right to Monitor. To ensure compliance with the Agreement and applicable laws, Referrizer may, from time to time, periodically check the messages and content Client sends or creates through the Services. This review is not an obligation to monitor, and Referrizer assumes no liability for Client’s content or compliance.

4. FEES AND PAYMENT

4.1. Subscription Fees. Client shall pay all fees specified in the Subscription Contract or confirmed during Client’s Online Order process. Except as otherwise specified herein or in Client’s Subscription Contract/Online Order, (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Subscription Term.

4.2. SMS Pricing, Credits, and Carrier Fees. 

• US Market Pricing: Standard SMS fees are typically $0.01 – $0.05 per SMS segment (subject to plan discounts specified in the Subscription Contract or Online Order). This pricing applies to messages sent within the United States. 
• International SMS/MMS: If Client uses the Services to send messages to recipients outside of the United States, different international rates will apply. These rates vary by destination country and carrier and are subject to change. Client should consult Referrizer’s current international rate sheet or contact support for applicable international rates before sending international messages. 
• Text Credits (if applicable): If Client’s plan includes or Client purchases Text Credits, these are paperless vouchers used for SMS/MMS transmission. One credit typically equals one standard-length SMS message segment. The number of credits per transmission depends on message length and special characters. Unused credits purchased as part of a monthly plan may expire at the end of the month. Separately purchased additional credits may have different expiration terms, as specified at the time of purchase. Referrizer may offer customized plans with different credit terms. 
• Additional Carrier Fees: On top of SMS fees/credits, Referrizer will charge carrier fees (e.g., approximately $0.0035 per SMS segment for US messages) to cover telecommunications costs. These fees are subject to change by carriers without notice. International carrier fees will also vary. 
• Note: An SMS message longer than 160 characters (for GSM-7 encoding) or 70 characters (for UCS-2 encoding) may be split into multiple segments. Each segment incurs applicable SMS fees/credits and carrier fees.

4.3. Innovation Fee. Referrizer is committed to continuous improvement and innovation of its Services. Accordingly, Referrizer will apply an annual Innovation Fee of eight to ten percent (8-10%) to all recurring Subscription Fees. This fee will be applied once per calendar year, typically within the fourth quarter (Q4), with specific invoicing to occur on or around November 1st of each year, or as otherwise communicated by Referrizer with at least thirty (30) days notice. The Innovation Fee is intended to cover costs associated with product development, enhanced service features, and inflationary pressures. The Innovation Fee will be included in the applicable invoice and is payable by Client in accordance with the payment terms herein.

4.4. Payment Terms.

• Payment Method: Client shall provide payment via a valid credit card or ACH and hereby authorizes Referrizer to charge the Setup Fee (if any) and recurring Subscription Fees, SMS fees/credits, carrier fees, Innovation Fees, and any other applicable fees to the designated payment method specified in the Subscription Contract or Online Order, or as updated by Client. Client agrees not to terminate authorization for such charges until all fees due under the Agreement are paid in full.
• Billing Cycle: Fees will be billed in advance on a monthly or annual basis as specified in the Subscription Contract or Online Order. All fees are due upon receipt of invoice or on the date specified.
• Late Payments: If any invoiced amount is not received by Referrizer by its due date (after a grace period of ten (10) days, if applicable for service interruption as per specific plan terms), then without limiting Referrizer’s rights or remedies: (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; and/or (b) Referrizer may condition future subscription renewals and Online Orders on payment terms shorter than those specified. Referrizer may suspend access to the Services if payment is overdue by more than thirty (30) days. Client shall also be responsible for all reasonable costs incurred by Referrizer in collecting any past due amounts, including, without limitation, reasonable attorneys’ fees and other legal fees and collection costs.
• Fee Changes: Except for the Innovation Fee (Section 4.3) or adjustments due to changes in Client’s active customer count as specified in the Subscription Contract, Referrizer reserves the right to change other fees or institute new charges at the end of the Initial Term or then-current Renewal Term, upon sixty (60) days prior notice to Client (which may be sent by email). Furthermore, Referrizer reserves the right to adjust fees at other times upon at least thirty (30) days written notice if there is a significant increase in Referrizer’s underlying operational or vendor costs necessary to provide the Services.
• Invoice Disputes: Client must notify Referrizer in writing of any dispute with any portion of any fees paid or payable (along with substantiating documentation) within sixty (60) days of the applicable charge date. If Client does not provide such notice within this period, Client will not be entitled to dispute such fees. The Parties shall seek to resolve all such disputes expeditiously and in good faith.
• Payment Processor: Referrizer shall not be responsible for any errors or transmission failures by any third-party payment processor with regard to charging and collecting funds, nor for any actions taken by the provider of Client’s chosen payment method.

4.5. Taxes. Client is responsible for all applicable federal, state, local, or other taxes, duties, or levies imposed on any fees under the Agreement, excluding only taxes based on Referrizer’s net income. Referrizer will include applicable taxes on invoices if required, and Client agrees to pay such amounts unless Client provides a valid tax exemption certificate.

4.6. No Refunds. Except as expressly provided in the Agreement (e.g., Section 5.3 for termination due to Referrizer’s breach, a specific 90-Day Opt-Out Option if included in the Subscription Contract, or as per Section 4.7 below), all fees paid are non-refundable.

4.7. Refunds for Erroneous Billing. Refunds are strictly limited to cases of erroneous billing by Referrizer. Client must submit a formal written request for a refund due to alleged erroneous billing, with supporting documentation, to Referrizer within thirty (30) days from the date of the disputed charge. If Referrizer determines, in its sole discretion, that an erroneous charge occurred, an appropriate refund will be issued.

5. TERM, TERMINATION, AND SUSPENSION

5.1. Subscription Term. The initial term and any renewal terms of Client’s subscription are specified in the Subscription Contract or Online Order.

5.2. Termination for Cause. Either Party may terminate the Agreement upon written notice if the other Party materially breaches any provision of the Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof (or such other cure period as may be specified in the Subscription Contract). Additionally, either Party may terminate the Agreement immediately upon written notice if the other Party: (a) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; (b) ceases its business operations.

5.3. Effect of Termination.

• Upon termination or expiration of the Agreement for any reason: (a) Client’s access to the Services will cease; (b) Client shall remain liable for any outstanding fees owed to Referrizer accrued prior to the effective date of termination; (c) if termination is due to Client’s uncured material breach, Client shall pay all fees that would have been due for the remainder of the then-current Subscription Term.
• Data Retrieval: Upon Client’s written request made within sixty (60) days after the effective date of termination or expiration of the Agreement, Referrizer will make Client Data available to Client for export or download in a common format. Referrizer may charge reasonable fees for the data export service, based on the volume of data and complexity of the export request; such fees will be communicated to Client prior to performing the export. After such 60-day period, Referrizer will have no obligation to maintain or provide any Client Data and may thereafter delete or destroy all copies of Client Data in its systems or otherwise in its possession or control, unless legally prohibited. Referrizer shall not be liable for the deletion of Client Data after this 60-day period, unless specifically required by applicable law to retain it for a longer period. Absent specific legal or regulatory requirements, Referrizer may delete Client Data in accordance with its standard data retention and destruction policies.

5.4. Suspension of Services by Referrizer. Referrizer reserves the right to suspend Client’s access to the Services if: (a) Client’s account is thirty (30) days or more overdue; (b) Client is in material breach of the Agreement, including the Acceptable Use Policy; (c) Referrizer reasonably believes that Client’s use of the Services poses a security risk, may adversely impact the Services or other clients, or may subject Referrizer to liability; or (d) as Referrizer may deem necessary to continue to provide its Services effectively (e.g., due to Client’s financial status or the nature of content originating from Client). Referrizer will provide prior notice of suspension where practicable and an opportunity to cure, unless Referrizer reasonably believes that immediate suspension is necessary. Upon any such suspension, Client remains responsible for all obligations then accrued.

5.5. Subscription Pauses.

• a. Eligibility for Pause: Client’s subscription to the Services may only be paused if an explicit “Pause Clause” or “Pause Option” detailing the terms, duration, and any applicable fees for such a pause is included in Client’s active Subscription Contract or as explicitly agreed during an Online Order process.
• b. No General Right to Pause: Unless a Pause Clause is explicitly included in Client’s Subscription Contract or Online Order, subscriptions cannot be placed on hold or paused.
• c. Billing Date Adjustments: In the absence of an explicit Pause Clause, Referrizer may, at its sole discretion and upon Client’s written request, agree to adjust a billing date by a maximum of fourteen (14) calendar days. Such an adjustment does not constitute a pause of the subscription or a waiver of any fees due. Multiple requests for billing date adjustments may not be granted.
• d. Effect of Pause (if applicable): If a Pause Clause is applicable and exercised according to its terms, Service access may be temporarily suspended, and billing for recurring Subscription Fees may be deferred for the agreed pause period. Other fees (e.g., for usage incurred prior to the pause, carrier fees) may still apply.

5.6. Termination by Client. Client is free to terminate or cancel its use of the Services at any time, subject to the terms of the Agreement, including any applicable notice periods for non-renewal (as per the Subscription Contract) and payment obligations for the remainder of any committed Subscription Term.

6. CLIENT OBLIGATIONS AND DATA

6.1. Accurate Information. Client shall provide accurate, current, and complete information required for account setup, onboarding, and ongoing use of the Services.

6.2. Onboarding and Use. Client shall participate in onboarding sessions as reasonably required and actively use the Services to maximize benefits.

6.3. Compliance with Laws. Client shall comply with all applicable laws and regulations in its use of the Services, as further detailed in Section 3.

6.4. Account Security. Client is responsible for maintaining the confidentiality of all login credentials for its account(s). Client is responsible for all activities that occur under its account(s) and shall promptly notify Referrizer of any known or suspected unauthorized use or security breach, including loss, theft, or unauthorized disclosure of usernames or passwords.

6.5. Client Data Responsibility. Client is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data, and for obtaining all necessary rights, consents, and permissions for Referrizer to process Client Data in connection with the Services.

6.6. Data Hosting and Deletion. While the Platform hosts Client Data necessary for the provision of Services, the continued hosting and storage of all Client Data for an indefinite period is not guaranteed by Referrizer, except as required for active service delivery or as agreed in writing. Referrizer may occasionally delete Client Data that is no longer necessary for active service provision or that is aged, in accordance with its internal data retention policies or as required by law. Except for data deletion upon termination as described in Section 5.3, Referrizer will not be liable for any damages, losses, or other consequences Client may incur as a result of such routine data management, provided it is done in a commercially reasonable manner.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. Referrizer’s Intellectual Property. Referrizer and its licensors own all right, title, and interest, including all related Intellectual Property Rights, in and to the Platform, the Services, Referrizer’s Confidential Information, and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Client or any other party relating to the Services (“Feedback”). The Agreement is not a sale and does not convey to Client any rights of ownership in or related to the Services or the Intellectual Property Rights owned by Referrizer. The Referrizer name, logo, and the product names associated with the Services are trademarks of Referrizer or third parties, and no right or license is granted to use them. Client hereby assigns to Referrizer all right, title, and interest in and to any Feedback.

7.2. Client’s Intellectual Property (Client Data). As between Referrizer and Client, Client owns all right, title, and interest in and to Client Data. Client grants Referrizer and its subcontractors a worldwide, limited-term license to host, copy, transmit, display, and use Client Data as reasonably necessary for Referrizer to provide, maintain, and improve the Services in accordance with the Agreement.

7.3. Content Submission by Client (Other than Client Data). In connection with any information or materials Client or individuals acting on Client’s behalf provide to Referrizer (other than Client Data processed solely for Client’s use of the Services), Client warrants and represents that it has all rights, title, and interests necessary to provide such content and that its provision does not infringe any third party’s rights. By providing any such information or materials to Referrizer (other than Client Data as defined), Client grants Referrizer an unrestricted, irrevocable, worldwide, royalty-free, perpetual license to use, reproduce, display, publicly perform, transmit, make derivative works of, and distribute such information and materials. Client further agrees that Referrizer is free to use any ideas, concepts, or know-how that Client or individuals acting on Client’s behalf provide to Referrizer. This does not apply to Client’s Confidential Information or Client Data used within the scope of the Services for Client’s benefit.

7.4. AI Usage. Some Services may utilize artificial intelligence (“AI”) or machine learning. Client acknowledges that the use of such AI features may involve the processing of Client Data by AI models. Referrizer will process Client Data through AI models in accordance with its Privacy Policy and DPA (if applicable). Referrizer will not use Client Data to train third-party AI models without Client’s explicit consent, unless such data is anonymized and aggregated such that it does not identify Client or any individual.

8. PHONE NUMBER MANAGEMENT

8.1. Right to Reclaim Phone Numbers. If phone numbers are provided by Referrizer as part of the Services, Referrizer reserves the right to reclaim any such phone number from Client’s account and return it to the relevant numbering plan if Client’s account is suspended for failure to pay or for suspected fraud, if a free trial account is unutilized for more than thirty (30) days, or if Client otherwise breaches the Agreement relating to the use of such numbers.

8.2. Referrizer as Customer of Record. Client acknowledges that for any phone numbers provided by Referrizer as part of the Services, Referrizer is the “customer of record.” As the customer of record, Referrizer has certain rights with respect to porting phone numbers. Client may use such phone numbers subject to these Terms. Unless otherwise required by law, Referrizer reserves the right to refuse to allow Client to port away any phone number, in Referrizer’s sole discretion. Referrizer’s refusal to allow porting away of a number will be in compliance with applicable laws and regulations (including FCC rules) and typically limited to circumstances such as outstanding unpaid fees owed by Client, documented fraudulent activity associated with the number, or other situations permitted by law. Clients wishing to port a number away must submit a formal port-out request in writing to Referrizer. Referrizer will respond to such requests, acknowledging receipt and indicating any issues or approval status, within fifteen (15) business days of receipt of a complete and valid request. Referrizer will use commercially reasonable efforts to comply with all applicable regulatory requirements for number porting.

9. DATA SECURITY AND PRIVACY

9.1. Data Security. Referrizer will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Client Data. However, Referrizer cannot guarantee the absolute security or integrity of data during transmission or storage and shall not be liable for breaches of security or integrity or third-party interception in transit, except as caused by Referrizer’s gross negligence or willful misconduct.

9.2. Privacy Policy. Referrizer’s collection, use, and disclosure of personal information in connection with the Services are governed by Referrizer’s Privacy Policy, which is available on Referrizer’s website (the “Privacy Policy”) at https://business.referrizer.com/terms-and-conditions/ (or such other URL as Referrizer may provide) and incorporated herein by reference. (Please ensure the Privacy Policy is distinct or clearly sectioned if it’s on the same page as Terms)

9.3. Data Processing Addendum (DPA). If the processing of Client Data under the Agreement is subject to the General Data Protection Regulation (EU) 2016/679 or other applicable data protection laws requiring a DPA, the Parties will execute Referrizer’s standard DPA, which shall be incorporated herein by reference.

10. CONFIDENTIALITY

10.1. Definition. “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Referrizer’s Confidential Information includes the Services, its non-public features, pricing, and business strategies. Client’s Confidential Information includes Client Data. Confidential Information of each Party shall include the terms of the Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party.

10.2. Exclusions. Confidential Information does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

10.3. Protection. Each Party agrees to: (a) use the other Party’s Confidential Information solely for the purpose of performing its obligations or exercising its rights under the Agreement; (b) protect such Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own Confidential Information of a similar nature, but in no event using less than reasonable care; and (c) limit access to Confidential Information to those of its employees, contractors, and agents who need such access for purposes consistent with the Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

10.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

11. WARRANTIES AND DISCLAIMERS

11.1. Referrizer Warranties. Referrizer warrants that: (a) it has the legal power and authority to enter into the Agreement; (b) the Services will perform materially in accordance with any applicable documentation provided by Referrizer; and (c) it will use commercially reasonable efforts to ensure the Services do not contain or transmit any viruses, worms, Trojan horses, or other malicious code. For any breach of a warranty in this Section 11.1, Client’s exclusive remedy shall be as provided in Section 5.2 (Termination for Cause).

11.2. Client Warranties. Client warrants that: (a) it has the legal power and authority to enter into the Agreement; (b) it owns or has obtained all necessary rights, consents, and permissions to submit Client Data to the Services and for Referrizer to process Client Data as contemplated by the Agreement; and (c) its use of the Services will comply with all applicable laws, rules, and regulations, including those set forth in Section 3, and including without limitation, the TCPA, the Telemarketing Sales Rule, and the CAN-SPAM Act.

11.3. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” REFERRIZER AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, AND WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. REFERRIZER DOES NOT WARRANT THAT THE USE OF THE REFERRIZER SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, INCLUDING, BUT NOT LIMITED TO, ANY INTERRUPTIONS TO THE SERVICES CAUSED BY THE INTENTIONAL AND/OR MALICIOUS ACTS OF THIRD PARTIES (E.G., HACKING), NOR SHALL REFERRIZER BE RESPONSIBLE FOR ANY DATA LOSS OR LOSS OF ANY INFORMATION IN CLIENT’S ACCOUNT, REGARDLESS OF THE CAUSE (EXCEPT AS DUE TO REFERRIZER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT). REFERRIZER ALSO MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM CLIENT’S USE OF THE SERVICES OR THAT THE REFERRIZER SERVICES WILL MEET ANY OF CLIENT’S SPECIFIC REQUIREMENTS OTHER THAN AS MAY BE EXPRESSLY SET FORTH IN THE AGREEMENT. REFERRIZER WILL NOT BE LIABLE FOR ANY ACT OR OMISSION OF ANY OTHER COMPANY FURNISHING A PORTION OF THE SERVICES (INCLUDING COMMUNICATIONS CARRIERS OR ISPS) OR FOR EQUIPMENT NOT FURNISHED BY REFERRIZER. Client acknowledges that the Services may include or rely on third-party software or integrations (“Third-Party Components”). Referrizer’s warranties do not extend to such Third-Party Components, and Referrizer’s liability for issues arising solely from such Third-Party Components will be limited to any remedies Referrizer is reasonably able to obtain from the respective third-party provider and pass through to Client.

12. LIMITATION OF LIABILITY

12.1. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, BUSINESS INTERRUPTION, OR OTHER ECONOMIC ADVANTAGE, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2. LIABILITY CAP. EXCEPT FOR CLIENT’S PAYMENT OBLIGATIONS UNDER THE AGREEMENT, OR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 (SUBJECT TO THE CAP IN SECTION 13.1 FOR REFERRIZER’S INDEMNITY), OR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 10, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CLIENT UNDER THE APPLICABLE SUBSCRIPTION CONTRACT OR ONLINE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.

12.3. Exceptions. Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to Client to the extent prohibited by law. The limitations of liability set forth in this Section 12 shall apply notwithstanding the failure of essential purpose of any limited remedy.

13. INDEMNIFICATION

13.1. Indemnification by Referrizer. Referrizer shall defend Client against any claim, demand, suit, or proceeding (“Claim”) made or brought against Client by a third party alleging that the use of the Services as permitted under the Agreement infringes or misappropriates such third party’s United States patent, copyright, or trademark, and shall indemnify Client for any damages, attorney fees, and costs finally awarded against Client as a result of, or for amounts paid by Client under a court-approved settlement of, such a Claim; provided that Client (a) promptly gives Referrizer written notice of the Claim; (b) gives Referrizer sole control of the defense and settlement of the Claim (except that Referrizer may not settle any Claim unless it unconditionally releases Client of all liability); and (c) gives Referrizer all reasonable assistance, at Referrizer’s expense. If Client’s use of the Services is, or in Referrizer’s opinion is likely to be, enjoined due to a Claim, Referrizer may, at its sole option and expense: (i) procure for Client the right to continue using the Services; (ii) replace or modify the Services to be non-infringing and substantially functionally equivalent; or (iii) terminate the Agreement (or the affected Service) and Client’s rights thereunder and refund any prepaid fees for the remainder of the term of the enjoined Services. Referrizer shall have no liability for any Claim to the extent it arises from: (1) Client Data; (2) Client’s or any third party’s modification of the Services; (3) Client’s use of the Services in combination with any non-Referrizer product, service, or data, if the infringement would have been avoided by the use of the Services alone; or (4) Client’s use of the Services in breach of the Agreement. Notwithstanding anything to the contrary, Referrizer’s total aggregate liability under its indemnification obligations in this Section 13.1 shall not exceed the total amount of fees paid by Client to Referrizer under the applicable Subscription Contract or Online Order during the twelve (12) months immediately preceding the date the Claim arose.

13.2. Indemnification by Client. Client shall defend Referrizer, its Affiliates, officers, directors, employees, and agents against any Claim made or brought against Referrizer by a third party arising out of or relating to: (a) Client Data (including any claim that Client Data infringes or misappropriates third-party rights or violates any law); (b) Client’s use of the Services in violation of the Agreement, applicable law, or the terms of any Third-Party Site; (c) Client’s breach of its obligations under Section 3 (Compliance); or (d) any other acts or omissions of Client in connection with its use of the Services. Client shall indemnify Referrizer for any damages, attorney fees, and costs finally awarded against Referrizer as a result of, or for amounts paid by Referrizer under a court-approved settlement of, such a Claim; provided that Referrizer (i) promptly gives Client written notice of the Claim; (ii) gives Client sole control of the defense and settlement of the Claim (except that Client may not settle any Claim unless it unconditionally releases Referrizer of all liability, and Client may not make any admission of fault on behalf of Referrizer without prior written consent); and (iii) gives Client all reasonable assistance, at Client’s expense. Referrizer reserves the right, at Client’s expense, to assume the exclusive defense and control of any matter for which Client is required to indemnify Referrizer if Client fails to diligently defend such Claim, and Client agrees to cooperate with Referrizer’s defense of these claims. Client agrees to procure and maintain, at its own expense, adequate insurance coverage (including, but not limited to, Commercial General Liability and Cyber Liability insurance where appropriate) sufficient to cover its potential indemnification obligations under this Agreement. Client shall provide proof of such insurance to Referrizer upon reasonable request.

13.3. Exclusive Remedy. This Section 13 states the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any type of Claim described in this Section.

14. NON-SOLICITATION OF PERSONNEL

During the Subscription Term and for a period of twelve (12) months immediately following the termination or expiration of the Agreement for any reason, Client agrees that it will not, directly or indirectly, solicit for employment, hire, or engage as an independent contractor, any person who is or was an employee or contractor of Referrizer or its Affiliates and with whom Client had contact or who became known to Client in connection with the Services or this Agreement. This restriction shall not apply to generalized searches for employees (such as general advertising) not specifically targeted at Referrizer personnel. Client acknowledges that damages for breach of this Section 14 may be difficult to ascertain and that Referrizer shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

15. GENERAL PROVISIONS

15.1. Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Any disputes arising under or in connection with the Agreement shall be resolved exclusively in the state or federal courts located in Broward County, Florida. The Parties hereby consent to the personal jurisdiction and venue of these courts.

15.2. Entire Agreement. The Agreement (comprising these Terms, the Subscription Contract or Online Order details, and any applicable Privacy Policy, and DPA) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the specific commercial terms agreed in the Subscription Contract or Online Order, (2) the Subscription Contract (if a separate comprehensive document exists beyond an Online Order), and (3) these Terms.

15.3. Amendments and Right to Change Terms. No modification, amendment, or waiver of any provision of the Agreement shall be effective unless in writing and signed by authorized representatives of both Parties, except as otherwise provided herein. Referrizer reserves the right to change these Terms from time to time, and any revised Terms will supersede prior versions. Any updates to these Terms shall be posted on Referrizer’s website (currently at https://business.referrizer.com/terms-and-conditions/) or otherwise communicated to Client. Client acknowledges its responsibility to review these Terms from time to time and to be aware of any such changes. By continuing to use any of the Referrizer Services after Referrizer posts any such changes, Client accepts the revised Terms. For changes to fees or material reductions in Client’s rights under an active Subscription Contract or confirmed Online Order, such changes will typically require mutual written agreement or will only apply upon renewal.

15.4. Notices. All notices under the Agreement shall be in writing and shall be deemed to have been duly given: (a) when received, if personally delivered; (b) when receipt is electronically confirmed, if transmitted by email (to the email addresses specified in the Subscription Contract/Online Order or otherwise designated in writing); (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (d) upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Referrizer shall be addressed to: Referrizer LLC, 7860 W Commercial Blvd #741, Lauderhill, FL 33351, Email: [email protected]. Notices to Client shall be addressed to the contact information provided in the Subscription Contract or during the Online Order process, or as updated by Client in writing.

15.5. Assignment. Neither Party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, Referrizer may assign the Agreement in its entirety (including all associated subscription details), without consent of Client, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by a Party to assign its rights or obligations under the Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.

15.6. Force Majeure. Neither Party shall be liable for any failure or delay in performance under the Agreement (other than for delay in the payment of money due and payable) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving such Party’s employees), failure or downtime of telecommunications lines or Internet facilities, power failures, computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility, provided that the Party experiencing the force majeure event promptly notifies the other Party and uses commercially reasonable efforts to resume performance.

15.7. Waiver. No failure or delay by either Party in exercising any right under the Agreement shall constitute a waiver of that right. A waiver of any default is not a waiver of any subsequent default.

15.8. Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.

15.9. Relationship of the Parties. The Parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

15.10. Survival. The following Sections shall survive any termination or expiration of the Agreement: 1 (Definitions), 2.1 (Parties, regarding Affiliate responsibility), 4 (Fees and Payment, for amounts due), 6.6 (Data Hosting and Deletion, regarding post-termination), 7 (Intellectual Property Rights), 8 (Phone Number Management), 9 (Data Security and Privacy, for as long as data is retained or as per DPA), 10 (Confidentiality), 11.3 (Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Indemnification), 14 (Non-Solicitation of Personnel), and 15 (General Provisions).15.11. Communications About Services. By creating an account with Referrizer, Client agrees that Referrizer may contact Client via calls, text messages, or email to provide information about Client’s account, transactions, and/or the Referrizer Services requested by Client, as well as updates or marketing information about Referrizer Services, subject to Client’s opt-out rights where applicable under law and Referrizer’s Privacy Policy.