Reffy Inc.
Terms of Service
Last Updated: May 16, 2023
Welcome to Reffy at https://reffy.ai (the “Site”), which is owned and operated by Reffy Inc., a Delaware Corporation and our affiliated entities (“Reffy”, “Company”, “we”, “our” or “us”) and governs your right to use the Site. These terms of service (this “Agreement” or these “Terms”) form a binding agreement between you as a user (“you” or “your”) and us and shall be the equivalent of a written paper agreement between you and us. If you open an account on the Reffy Platform on behalf of an organization or other entity, then “you” includes you and that entity, and you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf. The effective date of this Agreement is when you accept or are deemed to accept this Agreement as discussed below.
We are excited to provide a platform to streamline the process of requesting, drafting, and sending reference letters or other evaluations on behalf of candidates for educational, professional, and other opportunities.
These Terms apply to your use of the Services and software provided on our Site, any other services, content, communications, and offerings relating to the Site, and as set forth in these Terms (the “Reffy Platform”).
NOTE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION WITH A CLASS ACTION WAIVER AND A WAIVER OF THE RIGHT TO A JURY. PLEASE REVIEW SECTION 27 BELOW BEFORE DOWNLOADING OR USING THE REFFY PLATFORM.
We reserve the right to make modifications to these Terms at any time and for any reason. Please check these Terms regularly to ensure you are aware of any modifications made by us. By continuing to access or use the Reffy Platform after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to these Terms, you must immediately stop using the Reffy Platform.
1. Platform. The Reffy Platform enables users (“Users”) to offer, search for, and request reference letter drafting services or other forms of personal and professional evaluation for usage in academic, professional, and other settings (the “Services”). Users who use the Reffy Platform to provide drafting services are “Writers”, and Users who use the Reffy Platform to search for or request Services are “Recipients.” Recipients provide information to Writers using the Reffy Platform but do not create accounts. To qualify as a Writer and have access to the Reffy Platform, you must first create an account pursuant to Section 4 below. Subject to these Terms, we provide the Reffy Platform including hosting and maintaining the Site, facilitating the Services provided for Users. You acknowledge that we do not supervise, direct, control, or monitor Writers in performance of any Services and you agree that: (a) Reffy is not responsible for ensuring the accuracy or legality of any user Content (as defined herein), for which Users are solely responsible; (b) Reffy does not make any representations about or guarantee any particular outcome as a result of using the Reffy Platform; and (c) nothing will create an employment, agency, or joint venture relationship between Reffy and any Writer offering Services on the Reffy Platform.
2. Acknowledgement and Disclaimers. By using the Reffy Platform, you acknowledge and agree that Recipients, and not Reffy, are solely responsible for (a) evaluating and determining the suitability of any Writer for Services; (b) verifying any information about another User; and (c) deciding whether to request Services on the Reffy Platform. Reffy is not party to any agreements between Users on the Reffy Platform.
3. Privacy. By accessing or using the Reffy Platform, you intend to and expressly agree to be bound by all the terms and conditions of this Agreement and our Privacy Policy (available at https://reffy.ai/legal/privacy) (the “Privacy Policy”), which is incorporated herein by reference. If you do not agree to these terms and conditions, you may not use the Reffy Platform. Any information that you provide to us is subject to the Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Reffy Platform you consent to the collection and use of your information as set forth in the Privacy Policy.
4. Accounts. Writers must register an account to access and use the features of the Reffy Platform. By registering to use the Reffy Platform, you represent and warrant that you:
· If an individual, are of legal age;
· Are legally qualified to enter a binding contract with us;
· Are not prohibited by law from using the Reffy Platform;
· Have not submitted information in the registration process that is inaccurate or untruthful;
· Do not have more than one account on the Reffy Platform; and
· Have not previously been removed from the Reffy Platform by us, unless you have our express written permission to create a new account.
· Are legally permitted to use and access the Reffy Platform and take full responsibility for the selection and use of and access to the Reffy Platform.
Moreover, you agree to provide accurate, current, and complete information during registration in addition to keeping your account information up-to-date. You may not register more than one account or transfer your account to someone else. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your account and must immediately notify Reffy if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised. If and as permitted by applicable law, we may, but have no obligation to (a) ask you to provide identification or other information, (b) undertake checks designed to help verify your identity or background, (c) screen you against third-party databases or other sources and request reports from service providers.
If at any time you cease to meet these requirements, we reserve the right to delete your account with us, to revoke all credentials held by you and to delete all Content uploaded by you to the Reffy Platform.
5. Authorized Users. Depending on your subscription level to our Reffy Platform, we may authorize you to grant other individuals within your organization access to the Reffy Platform from time to time (each, an “Authorized User”). You are solely responsible for Authorized User activities and interaction with the Reffy Platform. You agree to ensure all Authorized Users are aware of all restrictions of use in these Terms, the Privacy Policy, and any other rules or requirements applicable to the Reffy Platform. You agree to cause Authorized Users to comply with such provisions. You are solely responsible for all actions taken by and interactions with Authorized Users, including providing any disclosures governing an Authorized User’s interaction with the Reffy Platform, and any applicable Privacy Policy or further obligations required by us or any applicable law. Any obligation imposed on you by these Terms shall be applicable to you and to any Authorized User.
6. Recipient Terms. You, as a Recipient, can use the Reffy Platform to connect with, and request Writers to perform Services. When you request Services as a Recipient, you are agreeing to provide the Writer with access to all information previously inputted by you into the Reffy Platform.
In general, if as a Recipient you wish to cancel your request for Services, you must contact each Writer that has provided you with Services and provide them with all details they request to cancel your request prior to the completion of Services by the applicable Writer. You acknowledge and agree that once a reference letter has been sent by a Writer to a third-party on your behalf, that Reffy will be unable to cancel the request and you are fully responsible for contacting the applicable third-party.
You are responsible and liable for your own acts and omissions. Additionally, (a) you are responsible for providing Writers with accurate, truthful, and complete information related to the Services, and (b) you must act with integrity, treat others with respect, and comply with applicable laws at all times.
You further acknowledge that Reffy does not control nor does it have knowledge of the validity of any Writer credentials and/or the competency of any Writers on the Reffy Platform, or the outcomes of sending reference letters drafted using the Reffy Platform to third-parties. It is your responsibility to investigate the Writers on the Reffy Platform to determine whether they are suitable for your use.
7. Writer Terms.The Reffy Platform provides tools that make it easy for you, as a Writer, to manage and draft reference letters or other forms of personal and professional evaluations for Recipients. Once you have created an account on the Reffy Platform you will have access to a webpage on the Site where you will be able to view requests for Services, set various requirements and parameters for Recipients before reference letters are drafted, and provide general biographical information about yourself for Recipients to review (the “Writer Account Page”).
Your Writer Account Page must include complete and accurate information about yourself, and any rules or parameters that you have chosen to display to Recipients requesting Services. You are responsible for keeping the content on your Writer Account Page up-to-date and accurate at all times. You are also responsible for ensuring that the parameters or content that you include on your Writer Account Page does not violate these Terms.
You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your Writer Account Page and the Services provided as a Writer on the Reffy Platform.
You acknowledge that as a Writer you are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in the Services offered on your Writer Account Page. You are responsible for establishing rules and parameters for the Services you provide via the Reffy Platform, including but not limited to ensuring that the content on the Writer Account Page does not violate these Terms. You are also responsible for verifying the accuracy of the information contained in the applicable reference letter or professional recommendation prior to sending the applicable letter or recommendation to any third parties. You may not collect any fees or charges from Recipients.
8. Content. Parts of the Reffy Platform enable you, or your Authorized Users to provide feedback, text, photos, information, and other content (collectively, “Content”). By providing Content, in whatever form and through whatever means, you, or your Authorized Users, grant Reffy a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, and otherwise exploit, that Content, without limitation. If Content includes personal information, our Privacy Policy describes how we use that personal information. You are solely responsible for all Content that you, or your Authorized Users, provide and warrant that you either own it or are authorized to grant Reffy the rights described in these Terms. You are responsible and liable if any of your, or your Authorized User’s Content violates or infringes the intellectual property or privacy rights of any third party.
You hereby represent and warrant that any Content you, or your Authorized Users provide:
· Is not created solely for the purpose of advertising or other commercial content, including company logos, links or company names;
· Does not contain spam, unwanted contact, or content that is shared repeatedly in a disruptive manner;
· Does not endorse or promote illegal or harmful activity, is not sexually explicit, violent, graphic, threatening, or harassing;
· Does not attempt to impersonate another person, account, or entity, including a representative of Reffy;
· Is not illegal and does not violate another person's or entity's rights, including intellectual property rights and privacy rights;
· Does not contain another person's private or confidential information, including content that is sufficient to identify a listing's location.
You agree to defend, indemnify, and hold us harmless for all damage or liability we incur because of your violation of this Section.
9. Artificial Intelligence Technology. You acknowledge that the Reffy Platform uses artificial intelligence technology (“AI”) to provide the Services. You acknowledge that the quality of products created using the Reffy Platform will be limited by the quality of information provided by Recipients. AI is a rapidly evolving field meaning that the use of the Services may, in some situations, result in occasional incorrect outputs that do not accurately reflect the information inputted. You are responsible for evaluating and reviewing the accuracy of any such output as appropriate for your use case, including by using human review of the output.
10. Compliance with Laws. You agree to provide and/or use the Reffy Platform only for lawful purposes, and to conduct your business on the Reffy Platform, in accordance with all applicable laws and regulations. You will not use the Reffy Platform for any fraudulent or illegal activity.
11. Fees; Payment Processing. In general, Reffy makes money by charging fees to Users for the right to use the Reffy Platform. We also facilitate the payment of certain fees on the Reffy Platform. The amount of our fees and charges may be disclosed on the appropriate page on our Site summarizing the transaction and requiring your authorization before proceeding or through a separate written agreement with you. By using the Reffy Platform, you agree to pay all fees. Subject to applicable law and as authorized by our agreements with you, we reserve the right to adjust our pricing and fees at any time. All payments between Users will be processed through third-party payment processors. We use Stripe as a third-party payment processor and may use other sub-processors. The processing of payments will be subject to Stripe’s Service Agreement (available at https://stripe.com/ssa) and its Privacy Policy (available at https://stripe.com/privacy), in addition to the Privacy Policy and these Terms. We are not responsible for any errors by Stripe. Furthermore, we are not responsible for any payments between User.
12. Subscription Terms. The ability to be listed as a Writer on the Reffy Platform is available only to Users who have created an account on the Reffy Platform. If you are an individual Writer signing up for access to the Reffy Platform (an “Individual Subscriber”) you may be billed in advance on a recurring and period basis (such as monthly, or annually) depending on the type of subscription plan you select when purchasing a subscription. If you are purchasing a subscription on behalf of an organization, then some terms of your subscription may be governed by a separate agreement in addition to these Terms.
An Individual Subscriber may cancel a subscription renewal either through the Writer Account Page or by contacting the Company. Individual Subscribers will not receive a refund for the fees already paid for their current subscription period and will be able to access the Reffy Platform until the end of their current subscription period. Except when required by law, paid subscription fees are non-refundable.
13. Subscription Fee Changes. The Company, in its sole discretion and at any time, may modify the fees charged to Individual Subscribers. Any subscription fee change will become effective at the end of the then-current subscription period. The Company will provide Individual Subscribers with reasonable prior notice of any change in subscription fees. The continued use of the Reffy Platform by an Individual Subscriber after the subscription fee change comes into effect constitutes agreement to pay the modified subscription fee amount.
14. Your License to the Reffy Platform. Subject to your payment of applicable fees and continued compliance with this Agreement and any separate agreements we may have with you, we hereby grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access the Reffy Platform as authorized in these Terms. Except for the limited license to access the Reffy Platform identified in the preceding paragraph, you acknowledge that nothing contained in these Terms shall be construed as granting or conferring to you, by implication, estoppel or otherwise, any right, title, or interest to any intellectual property of the Company, our third-party service providers or any other third party, including any (a) inventions (whether patentable or not in any country), patents, patent applications, invention disclosures, improvements, trade secrets, proprietary information, know how, information, or technical data; (b) copyright protected works, copyright registrations, mask works, mask work registrations or applications in the United States or any foreign country; (c) trademarks, trademark registrations, service marks, logos or applications therefor in the United States or any foreign country; (d) trade secrets; or (e) any other tangible or intangible proprietary rights anywhere in the world.
15. Restrictions On Use. You agree that you will not:
· distribute the Reffy Platform for any purpose, including, without limitation, compiling an internal database, redistributing or reproducing the Reffy Platform by way of the press or media or through any commercial network, cable or satellite system;
· allow other individuals or entities to access your account without the express written permission of Reffy;
· create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sublicense, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Reffy Platform in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise;
· permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of the Company or its licensors or allow any third party to access the Reffy Platform;
· probe, scan or test the vulnerability of the Reffy Platform and any system or network;
· breach or otherwise circumvent any security or authentication measures;
· access, tamper with, or use non-public areas or parts of the Reffy Platform, or shared areas of the Reffy Platform you have not been invited to;
· access, search, or create accounts for the Reffy Platform by any means other than our publicly supported interfaces;
· promote or advertise products or services other than your own without appropriate
authorization;
· circumvent storage space, usage, or transaction limits for improper means, including attempting to circumvent our fees;
· publish or share materials that are unlawful or indecent, or that contain extreme acts of violence or terrorist activity;
· advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment;
· harass or abuse our personnel or representatives or agents performing services on
behalf of the Company;
· store, publish or share material that is fraudulent, defamatory, or misleading; or
· violate the law in any way.
16. Platform Rules. In addition to the restrictions outlined in Section 15, you must ensure that your use of our Reffy Platform complies with certain platform rules that we may publish or update from time to time (the “Platform Rules”). If you are a Recipient, you agree that you will not input any information onto the Reffy Platform that would constitute a violation of Section 15.
If you do not agree to our Platform Rules, you must immediately cease to use the Reffy Platform. You understand that our Platform Rules are binding and that in the event of your breach of our Platform Rules or this Agreement we will have discretion to take the following steps: (a) terminate your account, (b) reduce and/or suspend your access to the Reffy Platform, and (c) remove your Content, with or without any prior notice. For the avoidance of doubt, any breach of the Platform Rules by you constitutes a material breach of this Agreement.
17. Reffy’s Role. While we work hard to ensure our Users have great experiences using the Reffy Platform, we do not and cannot control the conduct of Users. You acknowledge that Reffy has the right, but does not have any obligation, to monitor the use of the Reffy Platform and verify information provided by our Users. For example, we may review, disable access to, remove, or edit Content to: (a) operate, secure and improve the Reffy Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); (b) ensure User compliance with these Terms; (c) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (d) address Content that we determine is harmful or objectionable; (e) take actions set out in these Terms; and (f) maintain and enforce any quality or eligibility criteria, including by removing Recipient inputted content that does not comply with these Terms. Users acknowledge and agree that Reffy administers these Terms, including decisions about whether and how to apply them to a particular situation, at its sole discretion. Users agree to cooperate with and assist Reffy in good faith, and to provide Reffy with such information and take such actions as may be reasonably requested by Reffy with respect to any investigation undertaken by Reffy regarding the use or abuse of the Reffy Platform. Reffy is not acting as an agent for any User.
18. Suspension. Without limiting our ability to terminate under this Agreement or our right to change, modify, suspend or discontinue the Reffy Platform at any time as set forth elsewhere in these Terms, we also reserve the right to cancel or suspend transactions and/or the Reffy Platform due to fraud or compliance-related concerns.
19. Third-Party Links and Services. The Reffy Platform may contain links to other sites. The Company does not assume responsibility for the accuracy or appropriateness of the information, data, opinions, advice or statements contained at such sites, and when you access such sites, you are doing so at your own risk.
20. Feedback. If any User sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Reffy Platform, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback and any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, without any attribution or compensation to any party, although we are not required to use any Feedback.
21. Assumption of Risks.
· You understand, acknowledge, and freely assume all risks relating to your access or use of the Reffy Platform.
· You understand and acknowledge there is no guarantee that personal information and transactions on the Reffy Platform or on the internet will be maintained confidential and secure. Your access or use of the Reffy Platform is at your own risk, and that to the maximum extent permitted by applicable law we assume no liability or responsibility pertaining to the Reffy Platform, your use of the Reffy Platform or the receipt, storage, transmission or other use of your personal information.
22. Indemnity.You agree to indemnify, defend and hold harmless the Company, its agents, suppliers, licensors, affiliates and their respective directors, officers and employees (collectively, the “Indemnified Parties”) against all losses, liabilities, suits, claims, actions, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees and expenses) sustained, incurred or paid by any Indemnified Party directly or indirectly resulting from, arising out of, relating to or in connection with: (a) violation of these Terms by you, or other person using your account or credentials; (b) alleged and/or proven breach of applicable laws and/or regulations by the Company; (c) your access to or use of the Reffy Platform, (d) any information used, stored, or transmitted in connection with your account or credentials; (e) breach of the rights of any third party, including but not limited to privacy, publicity, intellectual property, or other proprietary rights, by you, or anyone using your account or credentials; or (f) violation of any law, regulation, or other legal requirement. This paragraph is intended to be applicable to the maximum extent allowed by law.
23. Limitations on Liability and Disclaimers.
· NO WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE AGREEMENT WITH YOU, THE REFFY PLATFORM IS PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED OR ERROR-FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.
· NO SPECIAL DAMAGES. IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF USE, LOST PROFITS OR LOST SAVINGS, EVEN IF THE COMPANY OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
· ADDITIONAL LIMITATION. IN NO EVENT WILL COMPANY, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM: GOVERNMENT ENFORCEMENT DUE TO REFFY’S FAILURE TO COMPLY WITH APPLICABLE LAWS OR REGULATIONS, VIRUSES, DATA CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS; TELECOMMUNICATIONS SERVICE PROVIDERS; LINKS TO THIRD PARTY WEBSITES; PERSONAL INJURY; THIRD PARTY CONTENT, PRODUCTS OR SERVICES; DAMAGES OR LOSSES CAUSED BY YOU OR YOUR RESPECTIVE EMPLOYEES, AGENTS OR SUBCONTRACTORS; THE USE OR INABILITY TO USE THE SERVICES; ANY OTHER WEBSITE ACCESSED TO OR FROM THE SERVICES; OR EVENTS BEYOND THE REASONABLE CONTROL OF THE COMPANY, EVEN IF THE COMPANY OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
· AGGREGATE LIABILITY. IN NO CASE WILL THE COMPANY'S, ITS AFFILIATES', AGENTS', LICENSORS', AND THEIR RESPECTIVE DIRECTORS', OFFICERS' AND EMPLOYEES' CUMULATIVE TOTAL LIABILITY FOR ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE OR OTHERWISE) ARISING UNDER OR RELATING TO THE SERVICES BE MORE THAN THE VALUE OF THE FEES ACTUALLY PAID TO US BY YOU DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.
24. Term and Termination.
· We may, at any time and in our sole discretion, without prior notice, and without any liability to you, modify or discontinue any portion of the Reffy Platform, either temporarily or permanently.
· At any time and in our sole discretion, without prior notice, and without any liability to you, we may (a) cancel or deactivate your account; or (b) temporarily or permanently, suspend, restrict, or terminate access to any or all of the Reffy Platform for any reason or for no reason. We are under no obligations to disclose its reason for any termination or suspension of the Reffy Platform to you or generally.
· In the event of any termination of this Agreement, discontinuation of the Reffy Platform, or termination of your right to access the Reffy Platform: (i) all fees and amounts payable to us by you shall immediately become due, (ii) we may delete any of your User data without any liability to you, provided that we also reserve the right to retain your User data for seven (7) years following termination; and (iii) we may cancel any open transactions that are pending at the time of the termination of your right to access the Reffy Platform. We reserve the right to retain aggregated anonymized User data for longer to improve the Reffy Platform, prevent fraud and produce aggregated statistics.
· The provisions of these Terms relating to indemnification, our limitations of liability and disclaimers, your warranties and any other provisions which by their terms should reasonably survive termination, shall survive termination of the Reffy Platform or this Agreement.
25. Separate Agreement. From time to time, we may enter into separate agreements to govern your use of the Reffy Platform. Where the terms of such separate agreement(s) conflict with these Terms, those terms will prevail, but only to the extent they conflict.
26. Notices. We may provide you with notices in any of the following methods: (a) via the Reffy Platform, including by a banner or pop-up within the applicable Site, account or elsewhere; (b) by e-mail, sent to the e-mail address you provided us; and/or (c) through any other means, including any phone number, SMS or text message or physical address you provided us. Such notice to you will be deemed received and effective upon receipt or twenty-four (24) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice. If we choose to notify you through electronic communication, you agree to receive such communications, including but not limited to our applicable policies, statements, reports, invoices, receipts, disclosures, legal or regulatory statements or documents via electronic delivery.
27. Binding Arbitration. PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF, AND REQUIRES YOU TO ARBITRATE DISPUTES WITH US. If you have a dispute with us, we will first seek to resolve such a dispute through our support team.
Except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of intellectual property, copyrights, trademarks, trade names, logos, trade secrets or patents, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, will be determined by binding arbitration. The location of the arbitration will be determined by Reffy to be in either (a) the state of your residence or (b) the county and state of our chosen legal counsel at the time of the dispute. The arbitration will be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Disputes will not be resolved in any other forum or venue. You agree that any arbitration will be conducted by a sole arbitrator. Pre-arbitration discovery will be limited to the greatest extent provided by the rules of AAA, the arbitration award will not include factual findings or conclusions of law, and no punitive damages will be awarded. Notwithstanding any other rules, no arbitration proceeding brought against Reffy will be consolidated with any other arbitration proceeding without Reffy’s written consent. Judgment may be entered upon any award granted in any arbitration in any court of competent jurisdiction in the county and state in which Reffy maintains its principal office at the time the award is rendered, in the county and state where Reffy is organized or incorporated or in any other court having jurisdiction. The arbitrator will, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail.
NOTICE: BOTH YOU AND REFFY ARE AGREEING TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY AGREEING TO THIS ARBITRATION AGREEMENT, BOTH YOU AND REFFY ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT. BY AGREEING TO ARBITRATION, YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL OR STATE LAW. THIS ARBITRATION AGREEMENT EVIDENCES A TRANSACTION IN INTERSTATE COMMERCE, AND THUS TO THE EXTENT APPLICABLE, THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION. BOTH YOU AND REFFY CONFIRM THEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
28. Governing law.This Agreement shall be governed pursuant to the laws of the State of Delaware without regard to principles of conflict of laws. you agree that Reffy may initiate a proceeding related to the enforcement or validity of Reffy’s intellectual property rights in any court having jurisdiction. With respect to any proceeding that is not subject to arbitration under this Agreement or policies incorporated herein, you agree that any proceedings shall be in the federal or state courts located in Washington. You waive any objection to venue and to submit to personal jurisdiction in any such courts.
29. Interpretation. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa; words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.
30. Entire Agreement. This Agreement as it may be amended or modified from time to time in accordance with these Terms, and all other legal notices and policies on this Site, constitutes the entire agreement between you and the Company with respect to the use of the Reffy Platform.
31. Amendment.The Company reserves the right, in its discretion, to amend this Agreement at any time by posting amendments on this Site. All amendments made to these Terms will take immediate effect. If any resulting amendment or modification to these Terms requires Reffy to interrupt, terminate, or cancel access to and/or use of the Reffy Platform, then it shall have the exclusive right to do so. You are responsible for periodically reviewing the amendments on this Site, and you are deemed to be aware of such amendments. If you do not agree to the amended terms and conditions, you shall immediately stop using this Site. Access to this Site or use of this Site after any amendments have been posted shall constitute your acknowledgement and acceptance of the amended terms and conditions.
32. Severability. Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.
33. Inurement.This Agreement shall inure to the benefit of and be binding upon each of us and our respective successors and permitted assigns. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.
34. Assignment. You shall not assign or transfer any of your rights or obligations under this Agreement without our prior written consent, which we may withhold at our sole and absolute discretion. Any actual or attempted assignment hereof by you contrary to the terms of this Agreement shall be null and void. We may, at our discretion, assign some or all our rights or obligations to a third party, without your consent or approval. If we are acquired by, sold to, or merged with a third-party entity, we reserve the right to transfer or assign all your User data as part of such merger, acquisition, sale, or change of control.
35. Support. Please direct questions, complaints, or issues to support@refbuilder.com.