- Your Password. We may choose to provide you with a password that will enable you to access certain portions of this Site. You are responsible for keeping any such password information confidential. If you allow someone else to use your password, you are responsible for all activities of that person using your password.
- Hours of Access. At certain times, this Site may not be available due to system maintenance, technical difficulties or for any other reason.
- Additional Terms and Conditions and Other Agreements. In addition to this Agreement, you agree to be bound by, and will comply with, the rules and regulations of any third-party sites and/or services that you access via this Site and all applicable state and federal laws and regulations. You expressly agree to be bound by the terms and conditions associated with those services and sites, in addition to those found in this Agreement.
- Termination. We reserve the right, in our sole discretion, to terminate this Agreement and your access to this Site, for violation of any agreement between you and By Referral Only, Inc. or its affiliates.
- Assignment.We have the right to assign or delegate this Agreement, in whole or in part, at any time. You have no right to assign, transfer, loan, give away, encumber or disclose your password or any right given to you under this Agreement at any time.
- Disclosure of Your Information. You authorize By Referral Only and each of its affiliates to disclose to third parties, agents, and other representatives, including, without limitation, consultants, auditors or attorneys, information you have provided or that we or our affiliates have obtained about you in the following instances: i) to comply with any law, regulation or court order which applies to us or an affiliate; ii) upon your authorization; iii) to local, state and federal authorities, if we believe a crime may have been committed involving your use of this Site; and/or iv) in response to requests by agents of By Referral Only, or its affiliates including, but not limited to, independent auditors, attorneys or consultants.
- Intellectual Property Rights. You hereby acknowledge and agree that By Referral Only exclusively owns or has rights to all worldwide right, title and interest in and to all contents, graphics, designs, data, computer codes, ideas, know-how, “look and feel,” compilations, magnetic translations, digital conversions and other matters included within this Site, to all modifications and derivative works thereof, and to all worldwide copyrights, trademarks, service marks, patents, trade dress, trade secrets, moral rights and other intellectual or industrial property rights related thereto (collectively “Materials”). Except as expressly provided herein, the copying, redistribution, use or publication by you of any of the Materials is strictly prohibited. You do not acquire any ownership rights to any of the Materials at any time by your access and/or use of this Site.
- Submission. By Referral Only is pleased to hear from its members and welcomes your comments regarding By Referral Only online services. If you send us submissions (e.g., postings to a Community Bulletin Board or contests) or you send us creative suggestions, ideas, notes, drawings, marketing concepts or other information (collectively, the “Submissions”), the Submissions shall be deemed, and shall remain, the property of By Referral Only. None of the Submissions shall be subject to any obligation of confidence on the part of By Referral Only. By Referral Only shall not be liable for any use or disclosure of any Submissions and By Referral Only may edit, in its sole discretion, such Submissions for use. Without limitation of the foregoing, you hereby assign to By Referral Only all now known or hereafter existing rights to the Submissions of every kind and nature, in perpetuity, throughout the universe and agree that By Referral Only shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions. To the extent this assignment is ineffective, you hereby grant to By Referral Only a royalty-free, nonexclusive, perpetual, unrestricted license to publish, transmit, perform, display and otherwise use the Submissions for any purpose whatsoever.
- Trademarks. You hereby acknowledge and agree that: (i) By Referral Only, Inc., Ask A Coach, By Referral Only Community, www.byreferralonly.com and its logo, Your Consultant for Life and other By Referral Only marks used in connection with the Site are either trademarks or service marks of By Referral Only and shall remain the exclusive property of By Referral Only, and (ii) other product and company names mentioned on this Site may be trademarks of their respective owners.
- Editing, Deleting and Modification. We reserve the right in our sole discretion to add, edit or delete any documents, information or other content appearing on this Site.
- DMCA Notification Agent. In accordance with the Digital Millennium Copyright Act (“DMCA”), Pub. L. 105-304, By Referral Only has designated an agent to receive notification of claimed copyright infringement. If you believe that your copyrighted work is being infringed on Site, please notify our designated agent at:
Support at byreferralonly.com
A. Contents of Notice: The DMCA requires that all notices of alleged copyright infringement be in writing. For By Referral Only to act on your notice, you must be authorized to enforce the copyrights that you allege have been infringed. When informing By Referral Only of an alleged copyright infringement, you shall:
- Identify the copyrighted work that allegedly has been infringed. If multiple copyrighted works on the Site are involved, please provide a representative list of such works on the Site.
- Describe the material that is claimed to be infringing and provide sufficient information to permit By Referral Only to locate that material.
- Provide your contact information, including an address, telephone number, and, if available, an email address.
- Certify or include a statement that you have a good faith belief that the use of the copyright-protected material in the manner complained of is not authorized by the copyright owner, the owner’s agent, or law.
- Certify that the information that you have provided By Referral Only is accurate. You should attest under penalty of perjury that you are authorized to enforce the copyrights that you allege have been infringed.
- Include your physical or electronic signature.
- Indemnity. You agree to indemnify, defend and hold harmless By Referral Only, its officers, directors, shareholders, employees, partners, equipment and service suppliers, sponsors, agents, attorneys, representatives, subsidiaries, affiliates, successors and assigns (collectively “Affiliated Parties”) from all liabilities, losses, damages, claims and expenses, including reasonable attorneys’ fees and costs, whether or not a lawsuit or other proceeding is filed, that in any way arises out of or relates to (a) your breach or violation of this Agreement, (b) your use of this Site, (c) any transactions or other activities you engage in with any third party service or equipment providers, third party merchant sites or other third parties who you access by or through this Site (collectively “Merchants”), (d) your infringement or violation of the intellectual property or other rights of third parties, and/or (e) your negligence or willful misconduct. In the event you fail to promptly indemnify and defend such claims and/or pay the expenses of By Referral Only, as provided above, By Referral Only shall have the right to defend itself and, in that case, you shall reimburse By Referral Only for all of its reasonable attorney’s fees, costs and damages incurred in settling or defending such claims within thirty (30) days of each of By Referral Only’s written requests.
- No Warranty. THIS SITE AND THE MATERIALS CONTAINED HEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND. ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ARE DISCLAIMED (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ARISING OUT OF COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE). YOU UNDERSTAND AND AGREE THAT THE OPERATION OF THE SITE MAY INVOLVE BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. By Referral Only AND ITS AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF THE SITE OR USE OF ANY INFORMATION OR SERVICE ACCESSED THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM By Referral Only OR ITS AFFILIATED PARTIES THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE OF ANY KIND.
- Limitations. YOU AGREE THAT NEITHER By Referral Only NOR ITS AFFILIATED PARTIES SHALL BE RESPONSIBLE FOR ANY LOSS, PROPERTY DAMAGE OR BODILY INJURY, WHETHER CAUSED BY ANY EQUIPMENT, SOFTWARE, THIS SITE, INTERNET BROWSER PROVIDERS SUCH AS NETSCAPE OR MICROSOFT, INTERNET ACCESS PROVIDERS OR ONLINE SERVICE PROVIDERS OR AGENT OR SUBCONTRACTOR OF THE FOREGOING. By Referral Only AND ITS AFFILIATED PARTIES SHALL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR UNDER ANY THEORY OF LIABILITY, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT, THE BREACH THEREOF, THE USE OF THE SITE, THE INSTALLATION, DOWNLOAD, USE, OR MAINTENANCE OF EQUIPMENT OR SOFTWARE USED IN CONNECTION WITH THIS SITE, INTERNET BROWSERS OR ACCESS SOFTWARE, ANY VIRUSES AFFECTING THIS SITE, THE USE OR INABILITY TO USE THIS SITE, THE RESULTS GENERATED FROM THE USE OF THIS SITE, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS, HOWEVER CHARACTERIZED, AND/OR FROM ANY OTHER CAUSE WHATSOEVER. YOU FURTHER AGREE THAT EACH AND EVERY PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES IS EXPRESSLY INTENDED TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISIONS SINCE THESE PROVISIONS REPRESENT SEPARATE ELEMENTS OF RISK ALLOCATION BETWEEN THE PARTIES AND SHALL BE SEPARATELY ENFORCED. THIS SITE, THE SERVICE AND THE INFORMATION PROVIDED HEREIN WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. IN NO EVENT SHALL By Referral Only’S LIABILITY TO YOU EXCEED THE AMOUNT OF FEES PAID BY YOU TO By Referral Only FOR USE OF OUR SITE AND/OR SERVICES.
- Merchants. We may allow access to, or advertise for, Merchants from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, product performance and warranties, billing and customer service. We are not a party to the transactions entered into between you and any Merchants. All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on such sites. We are not responsible for information provided by you to any Merchants. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other. You agree that your use of such Merchants is AT YOUR OWN RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTY RIGHTS OR ARISING OUT OF COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND ANY MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO THIS SITE OR ACCESSED THROUGH THE SITE.
- Links to Other Web Sites. This Site may contain links to other sites. We are not responsible for the content, accuracy or opinions expressed in such sites, and such sites are not investigated, monitored or checked for accuracy or completeness by us, nor do we maintain any editorial or other control over such sites. Any hyperlink on our Site does not imply approval or endorsement of the linked site by us.
- Miscellaneous. This Site (excluding linked sites) is controlled by By Referral Only from its offices in the State of California, United States of America. This Agreement will be construed and enforced in accordance with the laws of the state of California. Both parties agree that any disputes or legal claims will be resolved via arbitration by a single arbitrator under the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any such arbitration will be conducted in San Diego County, California. In the event of a default of this Agreement, the defaulting party is responsible for reimbursing reasonable attorney’s fees and cost incurred in the collection of this account.Any cause of action by you with respect to this Site and/or any information, products or services related thereto, must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in this Agreement. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. Should any part of this Agreement be held invalid or unenforceable, that portion shall be severed and the remaining portions shall remain in full force and effect. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce that or any other provision of this Agreement.
- Taxes. You may be required to report as taxable income the value of any prizes received by you. To collect a prize, you may be required to provide a valid Social Security or other tax identification number and any other information reasonably required by By Referral Only, Inc. By Referral Only, Inc. and/or any sponsor who provides a particular prize may report the value of the prize to Federal and/or state taxing authorities.
- Attorneys’ Fees. In the event a dispute arises regarding this Agreement or the use of this Site, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs incurred, in addition to damages and any other relief to which it is entitled.