Terms of Service

ReferX is referral program software. Through it you can import and manage your customer list, send referral and review campaigns to those customers under your own business name, offer a thank-you gift card to customers who answer a short feedback survey, track referrals through your sales pipeline, calculate rewards for customers whose referrals convert, and instruct payouts of those rewards and gift cards.

We provide the software, the delivery infrastructure, and support. We do not provide marketing, legal, tax or compliance advice, and we do not decide who you contact, what you say to them, or what you pay them.

Our team may help you configure campaigns, offers and automations during onboarding and afterwards. Anything we set up on your behalf is set up at your direction and remains your content and your responsibility, exactly as if you had built it yourself.

You must give accurate account information and keep it current. You are responsible for all activity under your account, for the security of your login credentials, and for the actions of every user you invite into it.

You must be a business, not a consumer, and you must be at least 18 years old and legally able to enter this agreement.

Notify us promptly at the contact address below if you believe your account has been accessed without your authorization.

You own the customer data you upload. You grant us the limited right to store, process and transmit it solely to operate the service for you.

You represent and warrant, for every customer record you import or add:

• that you collected it lawfully;
• that you have the legal right and any consent required to contact that person by the channels you use, including prior express written consent where the law requires it for text messages;
• that the person would reasonably expect to hear from your business; and
• that the record is not on any suppression, do-not-contact or do-not-call list you are required to honor.

These promises cover every customer who reaches your account, including those added automatically through a connection you set up, such as a CRM, scheduling or accounting system, or your email forwarding address. Turning a connection on is your instruction to add the people it brings in, and you remain responsible for having the right to contact each of them.

This is the single most important commitment in this agreement. Our ability to deliver messages for every business on the platform depends on it.

You must not upload purchased, scraped, rented or otherwise third-party-sourced contact lists. We may suspend sending immediately if we reasonably believe a list was not collected by you.

Messages sent through ReferX go out under your business name, from a phone number and sender identity registered to your business. To your recipients, they are messages from you. You are the sender for legal purposes.

You are responsible for complying with every law that applies to your messaging, including the Telephone Consumer Protection Act, the CAN-SPAM Act, state telemarketing and messaging statutes, and equivalent laws in any other jurisdiction you message into.

ReferX appends opt-out language to the first text message sent to each customer, records STOP, UNSUBSCRIBE and similar replies against that customer, and excludes customers who have opted out from campaign sends. These are aids, not a substitute for your own compliance: you remain responsible for honoring every opt-out you receive by any means, including ones made to you directly by phone, email or in person. You must not attempt to circumvent a suppression, re-import a customer who has opted out, or message anyone who has asked you to stop.

To send text messages, mobile carriers require your business to be registered with them. You will give us accurate registration information about your business, including its legal name, registered address, tax identification number and use case, and you confirm that information is true. Carriers may reject, delay, throttle or revoke a registration, a phone number or an individual message for their own reasons. Those decisions are outside our control and are not a failure of the service. Carrier fees and messaging surcharges may be passed through to you, and we will tell you before any new pass-through fee takes effect.

If you use ReferX to ask customers for reviews, you must follow the rules of every review platform you ask about, including Google's, Facebook's and Trustpilot's. You choose which platforms ReferX asks about and in what order. ReferX asks a customer about each platform you turn on about once a month until they review there, they opt out, or you turn review requests off.

You must not offer, and must not use ReferX to offer, any reward, discount or other incentive in exchange for a review, for a positive review, or for removing a negative one.

If you choose to offer a gift card for answering a feedback survey:

• every customer who completes the survey gets the same gift card, whatever rating or comments they give;
• the gift card is sent before the customer is shown any review link, and never depends on whether they leave a review, what it says, or its star rating; and
• you must not present the gift card as payment for a review, in ReferX or anywhere else, or tell customers what rating to give.

ReferX sets up the feedback survey to meet these conditions. You are responsible for any wording you change. If a review platform tells you or us that your use breaks its rules, we may turn the feedback gift card or review requests off for your account.

ReferX records whether a customer opened a review link, or whether you marked them as having reviewed, only to decide whether to keep asking them. It does not check what they wrote.

Rewards are offers you make to your own customers. ReferX calculates and delivers them; it does not fund them, set them, or promise them.

The reward agreement is between you and your customer. ReferX is not a party to it, makes no promise to your customers, and has no obligation to any customer who believes they are owed a reward. If a customer disputes a reward, that dispute is yours to resolve.

You are responsible for making sure the reward you offer is lawful in your industry. Paying for customer referrals is restricted or prohibited in a number of regulated fields, including healthcare, legal services, insurance, mortgage and real estate settlement services, and consumer credit repair. It is your responsibility, not ours, to confirm that your offer complies with the rules that apply to your business before you run it.

You are responsible for any tax reporting arising from rewards you pay, including issuing any information returns required for amounts paid to individuals.

Feedback gift cards are treated the same as rewards under this section and section 7. They are your offer to your own customers, paid from your money with the same Reward fee. You are responsible for making sure they are lawful and for any tax reporting.

Rewards are paid from your money, not ours. Depending on the funding mode set on your account, either you maintain a prepaid balance with us that rewards are drawn against, or we charge the payment method on file for the shortfall at the moment a reward is approved.

A Reward fee of 3% of the reward amount is added when a reward is approved, either automatically when you mark a referred job won, or by you if you have chosen to approve rewards yourself, and is taken from the same balance. Your customer receives the full reward amount; the fee covers sending and delivering the reward. Both the reward and the fee appear as separate lines on your rewards ledger.

You authorize us to charge your payment method for reward amounts and any associated fees when your account is in auto-charge mode. A reward is only sent after funding succeeds.

When a reward is approved, we instruct a third-party payout provider to deliver it. Once sent, a payout cannot be recalled, cancelled or reversed by us. Delivery, claim windows, expiry and any unclaimed funds are governed by the payout provider's own terms.

Prepaid balances are held to fund your future rewards. They are not deposits, they do not earn interest, and they are not insured. On termination, we will refund any unused prepaid balance to you within thirty days, less any amounts you owe us.

This agreement has an initial term of six months, starting on the date you sign it.

The subscription fee for the initial term is the amount stated when you sign up, payable in six equal monthly installments, with no interest or finance charge. The first installment is charged when you complete signup, and each of the rest on the same day of each following month.

Alternatively, if you chose at signup to pay the initial term up front, the subscription fee for the initial term is the up-front amount stated when you sign up, paid in full when you complete signup. This price includes a discount equal to one month of the monthly installment.

A one-time setup fee, as stated when you sign up, is charged together with your first payment. It covers configuring your account. If you cancel before we begin setting up your account, we will refund it. Once setup has begun, it is non-refundable. If the setup fee was waived for you, none is charged.

There is no free trial. You are committing to the full initial term. If you cancel before the initial term ends, or we end this agreement because you breached it, failed to pay or became insolvent, the installments remaining in the initial term stay due. We will continue to charge them monthly as scheduled, or you may pay the remaining balance in full at any time. If you paid the initial term up front, it is not refunded if you cancel early. Your access to the service continues until the end of the initial term.

When the initial term ends, this agreement continues month to month at the same monthly rate until either of us cancels it. After the initial term, you may cancel at any time on thirty days' notice, and cancellation takes effect at the end of the billing period in which the notice period ends.

To cancel, email info@referx.app from the email address on your account. Cancellation cannot be done from inside the app. We will confirm your cancellation, and the date it takes effect, by email.

Fees are billed in advance and are non-refundable, except as stated above for the setup fee, including for partial months and for periods in which you did not use the service. Subscription fees cover the software only; reward payouts, carrier pass-through fees and any other usage charges are separate and additional.

If a payment fails, we will attempt to collect it and may restrict or suspend your account after seven days. Suspension stops message sending and payouts; your data is retained, and the installments remaining in the initial term stay due.

A late fee of $25 is added for each month that any amount remains unpaid after its due date. If an overdue balance has to be referred for collection, you will also pay the reasonable costs of collecting it, including legal fees.

If you believe a charge is wrong, email info@referx.app within thirty days of the charge, saying which charge and why. We will review it and correct any mistake we made. A charge you have not questioned within thirty days is accepted as correct. Please come to us before your bank or card issuer: reversing a charge for an amount you owe under this agreement, through a chargeback or payment dispute, is a breach of this agreement, and any fee our payment processor charges us for the reversal is added to your balance.

Our fees do not include sales, use or similar taxes. If a tax authority requires tax on the service, we will add it to your charges and you will pay it. Taxes on our own income are ours to pay.

We will not change the subscription fee during the initial term. After it, we may change the fee with at least thirty days' written notice to the email on your account. If you do not accept the new price, you may cancel before it takes effect.

You may cancel this agreement as described in section 8.

We may suspend or terminate your account immediately if you breach this agreement, if we reasonably believe your use exposes us, a carrier or a recipient to legal risk, if you fail to pay, or if a provider we depend on requires it. Where circumstances allow, we will tell you first and give you a chance to fix the problem. If we end this agreement for any reason other than your breach, non-payment or insolvency, no further installments are due, and if you paid the initial term up front we will refund the unused months.

We may suspend sending — rather than the whole account — where a narrower response is enough to address the problem.

Either of us may also end this agreement straight away, by written notice, if the other becomes insolvent, enters bankruptcy or a similar proceeding, makes an assignment for the benefit of creditors, or stops doing business.

On termination, your access ends. You may export your data at any time while your account is open, and we recommend doing so before you cancel. We will retain your data for thirty days after termination so you can request an export, then delete it, except where we are required to keep records for legal, accounting or fraud-prevention purposes.

As between us, you are the controller of your customer data and we are your processor and service provider. We process it only to provide the service to you, on your documented instructions, and for no other purpose. We do not sell or share your customer data, and we do not use it to build our own marketing lists or to contact your customers on our own behalf.

We maintain reasonable administrative, technical and physical safeguards appropriate to the data. No system is perfectly secure, and we do not guarantee that yours will never be compromised.

We use subprocessors to deliver messages, take payments and send payouts. You authorize their use.

We may combine information about how the service is used across all accounts into statistics that do not identify you, your customers or any individual, and use those statistics to operate, secure and improve ReferX. The statistics are ours.

If applicable privacy law requires a data processing agreement between us, this section serves as one, and we will sign a separate one on request.

Each of us may receive information from the other that is confidential. Neither of us will disclose the other's confidential information except to people who need it to perform this agreement and who are bound to keep it confidential, or where disclosure is legally required.

Your customer data is your confidential information. Our pricing, product roadmap and non-public technical information are ours.

ReferX and everything in it — the software, its design, and any improvements we make — remain ours. This agreement grants you a limited, non-exclusive, non-transferable, revocable right to use the service during its term, and nothing more.

Your business name, logo, content and customer data remain yours. You grant us the right to use your business name and logo to operate the service, including displaying them in messages we send on your behalf. We may also name your business as a ReferX customer, including showing your logo, on our website and in our marketing. If you would rather we did not, email info@referx.app and we will stop within thirty days.

If you send us feedback or suggestions, we may use them without obligation or payment to you.

You must not use ReferX to send unlawful, deceptive, harassing, defamatory or obscene content; to promote illegal goods or services; to send messages to people who have not given you the right to contact them; to attempt to defeat opt-out handling; to probe, scan or overload the service or its infrastructure; to reverse-engineer or copy the software; or to resell or provide access to the service to a third party without our written agreement.

ReferX depends on third parties to deliver text messages and email, to process payments, to send reward payouts, and to connect with software you already use. Their outages, errors, policy decisions, rejections and fee changes are outside our control. We are not liable for them, and their occurrence is not a breach of this agreement.

We will record the outcome of every message and payout in your account either way, so you can see what happened.

When you connect ReferX to software you already use, such as a CRM, scheduling or accounting system, you authorize us to read the information from it that the feature needs, and you confirm that you are allowed to share that information with us. Your use of that software stays governed by your agreement with its provider, and complying with it is your responsibility. We may change how a connection works, or stop offering one, including when the provider changes its service or its terms, and we will tell you when we do.

We aim to keep ReferX available continuously, and we will make reasonable efforts to give notice before planned maintenance. We do not commit to a specific uptime percentage, and the service is provided without a service level agreement unless we have signed one with you separately.

Except as expressly stated in this agreement, ReferX is provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement.

We do not warrant that the service will be uninterrupted or error-free, that every message will be delivered, that any campaign will produce referrals, reviews, revenue or any other result, or that the service will meet any regulatory requirement that applies to your business.

You will defend, indemnify and hold harmless ReferX and its officers, employees and agents from any claim, demand, investigation, penalty, loss or expense, including reasonable legal fees, arising out of or relating to:

• the customer data you upload, including any claim that you lacked the right or consent to contact a person;
• the content of messages sent from your account;
• any claim under the Telephone Consumer Protection Act, CAN-SPAM, a state messaging or telemarketing statute, or an equivalent law, based on messages sent from your account;
• any reward, offer or promotion you make, including its legality in your industry and any dispute with a customer about it;
• your breach of this agreement or of any law that applies to your business; and
• the information you give us for carrier registration.

We will notify you of any claim we seek indemnity for, and you may control its defence provided you do not settle it in a way that admits our liability or imposes an obligation on us without our written consent.

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business or lost data, even if advised such damages were possible.

Our total aggregate liability arising out of or relating to this agreement will not exceed the greater of five hundred dollars or the subscription fees you paid us in the twelve months immediately before the event giving rise to the claim.

These limits do not apply to your obligation to pay fees, to your indemnity obligations, to either party's breach of confidentiality, or to liability that cannot be limited by law.

You acknowledge these limits reflect the price of the service and are an essential part of the deal between us.

We may change this agreement as the product and the law change. We will publish the new version and notify account owners by email before it takes effect. Material changes take effect no sooner than thirty days after notice. Continuing to use ReferX after that date means you accept the new version. If you do not accept it, you may cancel before it takes effect, and if that happens during the initial term, no further installments are due, and if you paid the initial term up front we will refund the unused months.

The version you signed is recorded with your account and remains available to you. We may also improve, change or discontinue features. If we discontinue a feature you depend on materially, you may cancel and receive a pro-rata refund of any prepaid subscription fee for the remainder of that billing period.

This agreement is governed by the laws of the State of Utah, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing anything, each of us will try in good faith to resolve a dispute by talking, for at least thirty days after written notice of it.

Any dispute that is not resolved that way will be brought exclusively in the state courts of Utah County, Utah or the United States District Court for the District of Utah, and each of us consents to their jurisdiction and waives any objection to that venue. Either of us may seek injunctive relief in any competent court to protect confidential information or intellectual property.

Any claim must be brought within one year after it arises, or it is permanently barred, except where a longer period is required by law.

This agreement, together with any order form or written amendment signed by both of us, is the entire agreement between us about ReferX and replaces anything said or written before it. Purchase order terms and other pre-printed terms you send us have no effect.

Neither of us may assign this agreement without the other's written consent, except that either may assign it in full to a successor in a merger, acquisition or sale of substantially all assets, on notice.

Notices to you go to the email on your account and are effective when sent. Cancellation notices go to info@referx.app as described in section 8. Other notices to us must be sent to ReferX, 1815 S State St #410, Orem, UT 84097.

If any provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the rest stays in force. A failure to enforce a provision is not a waiver of it.

Neither party is liable for a delay or failure caused by events beyond its reasonable control, other than an obligation to pay money.

Nothing here creates a partnership, joint venture, employment or agency relationship between us, and neither of us may bind the other.

Sections 3, 6, 7, 10, 11, 12, 16, 17, 18, 20 and 21, and section 8 as to any amounts owed, survive termination.