Effective Date: January 7th, 2024
Welcome to ReferenceUs LTD. ("we," "us," or "our")! By using our software-as-a-service ("SaaS") platform (the "Platform"), you agree to be bound by these Terms of Use ("Terms"). These Terms govern your use of the Platform, including any content, features, and services available on or through the Platform.
By using the Platform, you agree to these Terms, as well as any additional terms that apply to specific features or services available on the Platform. If you do not agree to these Terms, do not use the Platform.
You may use the Platform only for lawful purposes and in accordance with these Terms. You agree not to use the Platform:
In any way that violates any applicable federal, state, local, or international law or regulation;
To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation;
To impersonate or attempt to impersonate ReferenceUs LTD, a ReferenceUs LTD employee, another user, or any other person or entity;
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm ReferenceUs LTD or users of the Platform or expose them to liability.
The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by ReferenceUs Inc., its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
The Platform may allow you to upload or submit content, such as data, text, images, videos, or other materials ("User Content"). By uploading or submitting User Content, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, copy, modify, create derivative works based on, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Platform and our business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
6.1. Subscription Fees. The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you exceed your applicable limits (number of users added to the platform, number of references collected, or number of references shared externally), (ii) you upgrade products or base packages, (iii) you subscribe to additional features or products, or (iv) otherwise agreed to in your Order. We may also decrease your fees upon written notice to you.
6.2. Fee Adjustments at Renewal. Upon renewal, we may increase your Subscription Fees up to our then-current list price set on our website. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice at least thirty (30) days in advance.
6.3. Payment of Fees. If you are paying by credit card, you authorize us to charge your Authorized Payment Method for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments and consent to the disclosure of your payment information to such third party.
In the event of a failed attempt to charge your Authorized Payment Method (for example, if your Authorized Payment Method has expired or is no longer valid), we reserve the right, and you authorize us, to retry billing your Authorized Payment Method. If you update your Authorized Payment Method to remedy a change in validity or expiration date, we will automatically resume billing; we may also receive updates on your Authorized Payment Method through our payment service providers and automatically resume billing. We may suspend your access if we remain unable to successfully charge a valid Authorized Payment Method.
6.4. Payment against invoice. If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice unless otherwise specified in the Order Form.
6.5. Payment Information. You will keep your business information up to date, including your company name, address, and primary contact. You will also keep your Authorized Payment Method and billing information up to date for the payment of incurred and recurring fees, including your tax information.
6.6. Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You will have no liability for any taxes based on our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST. If you are located in Canada, all fees are exclusive of GST, PST, and HST.
7.1. Term and Renewal. Your initial subscription term will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription term, or one year.
7.2 Notice of Non-Renewal. If you decide not to renew, you can cancel your subscription through your Profile page in the application.
7.3 Early Cancellation. You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term.
7.4 Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.
We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
We respect your privacy and are committed to protecting it. Please refer to our Privacy Policy (www.refus.co/privacy-policy) for information on how we collect, use, and disclose your personal information.
THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. WE DO NOT WARRANT THAT THE PLATFORM, ITS SERVERS, OR EMAIL SENT FROM US OR OUR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
