Terms of Service
Last Updated: July 9th, 2018
What We Do
ReferralGPS offers an online platform to allow therapists, counselors, psychiatrists, other mental health professionals, treatment centers, and social workers (each, a “Provider”) and the public at large (each, a “User”) to connect with each other (the “Services”) through our website located at https://referralgps.com (the “Site”). By accessing or using our Site, you agree to comply with and be legally bound by these Terms, and any amendments thereon as published on the Site at https://referralgps.com/terms , whether or not you become a Provider or a User of the Services. These Terms govern your access to and use of the Site and Services. If you do not agree to these Terms, you may not continue to use the Site or Services.
Eligibility to Use the Site and the Services
By using the Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms and to abide by all of the terms and conditions set forth herein. The Services are administered in the United States and intended for U.S. persons only.
ReferralGPS reserves the right, at its sole discretion, to modify these Terms, the Site, or any Services at any time and without prior notice. If we modify these Terms, we will update the “Last Updated Date” at the top of these Terms. You are responsible for regularly reviewing these Terms. By continuing to access or use the Site or Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and Services.
This Site is intended to provide users with general information. We do not recommend or endorse any specific professionals, tests, products, procedures, opinions, or other information that may be mentioned on the Site. Reliance on any information provided by us, our employees, others appearing on Site at our invitation or other visitors to the Site is solely at your own risk. Your use of the Site is a privilege.
Disclaimer of Medical Liability
THE SERVICES ARE OFFERED FOR INFORMATIONAL, EDUCATIONAL AND SCHEDULING PURPOSES ONLY, AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. REFERRALGPS DOES NOT OFFER OR GIVE THERAPY OR MEDICAL ADVICE. WE DO NOT PROVIDE THERAPY, MEDICAL OR DIAGNOSTIC SERVICES.
REFERRALGPS SOLELY OFFERS AN ONLINE PLATFORM OR MARKETPLACE FOR PROVIDERS AND USERS TO MEET ONLINE AND FOR USERS TO OBTAIN INFORMATION TO DETERMINE WHETHER SUCH USER WOULD LIKE TO ENGAGE THE SERVICES OF ANY PROVIDER. REFERRALGPS DOES NOT HIRE THE PROVIDERS. REFERRALGPS ASSUMES NO RESPONSIBILITY FOR ANY ACT OR OMISSION OF ANY PROVIDER. REFERRALGPS’S RESPONSIBILITIES ARE LIMITED TO FACILITATING THE AVAILABILITY OF THE SITE AND SERVICES.
ReferralGPS DOES NOT OFFER OR GIVE THERAPY OR MEDICAL ADVICE. WE DO NOT PROVIDE THERAPY, MEDICAL OR DIAGNOSTIC SERVICES. THE SITE IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL OR MEDICAL ADVICE, INCLUDING BUT NOT LIMITED TO MATTERS INVOLVING DIAGNOSIS OR TREATMENT. THE SERVICES ARE OFFERED FOR INFORMATIONAL, EDUCATIONAL AND SCHEDULING PURPOSES ONLY.
If you are thinking about suicide or if you are considering taking actions that may cause harm to you or to others or if you feel that you or any other person may be in any danger or if you have any medical emergency, you must immediately call 911 and notify relevant authorities. You acknowledge, confirm and agree that the Site is not designed for use in instances of serious mental condition diagnosis or drug treatment.
Even though we take steps to verify the information provided to us by the Providers, we cannot guarantee the authenticity of such information, including medical degrees, licenses, certification, credentials, or background. We do not recommend or endorse any specific Providers, tests, products, procedures, quality of services, opinions, or other information that may be mentioned on the Site. Reliance on any information provided by us, our employees, others appearing on Site at our invitation or other visitors to the Site is solely at your own risk. Your use of the Site is a privilege.
No Doctor/Patient Relationship
NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED BY USING INFORMATION PROVIDED BY OR THROUGH THE USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE “BOOK A PHONE CONSULTATION,” “COMPLETE APPOINTMENT” FEATURE, “EMAIL/CONTACT PROVIDER” FEATURE, LINKS TO OTHER SITES OR ANY ASSISTANCE WE MAY PROVIDE TO HELP YOU FIND AN APPROPRIATE HEALTH CARE PROVIDER.
Site Access and Profiles
If you are a User, you may engage with the Site without providing Personal Information. However, if you would like to send a message to, or book a phone consultation with, a Provider on the Site, you may be asked for Personal Information such as your first and last name, email address, phone number, and type of insurance, which will be delivered to the Provider. By booking a phone consultation or sending a message through ReferralGPS’s form using the message button, you understand that your message will be sent by email, which is not a secure means of communication.
If you are a Provider, you agree to work with ReferralGPS to create an online profile (each a “Profile”). Providers will provide ReferralGPS with information such as his or her name, educational background, and professional statement, and a ReferralGPS representative will create a Profile on the Site and update information on the Profile as requested going forward. Profiles will be made publicly available via the Site. A Provider may not have more than one (1) active Profile and each Provider agrees to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Each Provider agrees not to disclose his or her username or password to his or her Profile to any third party and takes sole responsibility for any activities or actions under his or her respective Profile. Providers should immediately notify us of any unauthorized use of a Profile. ReferralGPS reserves the right, at any time and without prior notice, to remove or disable access to any Profile for any reason, in its sole discretion.
We have no control over and cannot guarantee the availability of any Provider at any particular time or guarantee a particular Provider’s office hours. We will not be liable for cancelled or otherwise unfulfilled appointments or any injury resulting therefrom, or for any other injury resulting from the use of the Services whatsoever. Users are strongly advised to perform their own investigation prior to selecting a Provider by making confirming telephone calls to the appropriate licensing authorities to verify listed credentials, education, and insurance coverage, and to further verify information about a particular Provider by confirming with the Provider’s office, the medical association relative to the Provider’s specialty and the Provider’s state medical board. Users hereby acknowledge and agree that notwithstanding the assistance that the Services provided to Users in locating Providers, the ultimate decision to engage the services of a Provider remains solely with the User, and each User hereby agrees to assume any risk inherent in utilizing the Services and/or deciding to actually engage, and use the services of, any Provider listed in our Site.
We will use certain defined terms in this section and throughout these Terms as follows:
- “Provider Content” means Content that Providers submit or transmit to, through, or in connection with the Services, such as professional experience, certifications, messages and information that Providers publicly display in their Profiles.
- “Third Party Content” means Content that originates from parties other than ReferralGPS, Users or Providers, which is made available in connection with the Services.
- “User Content” means Content that Users submit or transmit to, through, or in connection with the Services, such as recommendations, feedback, messages and information, including Personal Information.
- “ReferralGPS Content” means text, images, graphics, photos, audio, video, location data, information, suggestions, guidance, and all other forms of data, communication, or materials provided by ReferralGPS.
Users and Providers may have the opportunity to submit User Content and Provider Content, as applicable, including feedback regarding Users’ experiences with Providers who are featured on the Site, inquiries concerning possible medical needs, participation in the other interactive and community features of the Services, and updates to Profiles.
It is important that you act responsibly when providing Content to the Site. In providing feedback, please give clear, honest information about your experiences, but do not use inappropriate language, make gratuitous personal criticisms or comments or provide information that others could use to determine your identity.
Providers are also subject to the following additional terms:
- ReferralGPS restricts participation in the Services to Providers who hold active medical licenses and all certifications necessary to practice any specialty services offered to Users. If you are a Provider, you represent and warrant, by your continued use of the Services, that you hold an active medical license and all necessary certifications and will notify us promptly if any of this information changes;
- You represent and warrant that at all times your Provider Content will be complete and accurate;
- You acknowledge that ReferralGPS does not represent and has no control over Users. ReferralGPS disclaims all warranties in and liability for, and you agree not to hold ReferralGPS liable for, the actions or inactions of Users, including, without limitation, negative feedback, failure to show up at the designated time for appointments, or failure to comply with these Terms;
- You acknowledge that, in providing the Services, ReferralGPS may: (i) update your Profile with information obtained from third party sources in consultation with you; (ii) contact you by phone, email, text, or other media; and (iii) take all other actions necessary to provide the Services and keep any Provider Content complete and current;
- You agree not to falsely express or imply that such Provider Content is sponsored or endorsed by ReferralGPS;
- Provider Content may not be unlawful or promote or encourage illegal activity; and
- You understand and agree that ReferralGPS may (but is not obligated to) review and delete any Provider Content that in the sole judgment of ReferralGPS violates these Terms or which might be offensive, illegal, or that might violate the rights of, harm, or threaten the safety of others.
As part of the Services, we reserve the right to publish information about such Provider’s services and any recommendations submitted by any User regarding the use of such Provider’s services, as well as to remove Provider Content for any reason. We are not, however, responsible for any failure or delay in removing Provider Content.
Provider Content found on the Site is intended for general reference purposes only. Such Provider Content is both self-reported by the Provider and/or collected from other data sources that are generally confirmed by the Provider. Such Provider Content often changes frequently and may become out of date or inaccurate. We are not involved in any of the services provided by Providers listed on our Site. We do not recommend or endorse any specific tests offered by Providers.
These content standards apply to User Content and Provider Content. User Content and Provider Content must in their entirety comply with all applicable federal, state, local and international laws and regulations. Additionally, without limiting the foregoing, Content must not:
- Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person;
- Be likely to deceive any person;
- Promote any illegal activity, or advocate, promote or assist any unlawful act;
- Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization;
- Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; or
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
If you believe that any Content violates your copyright, please notify us with the claim of copyright infringement and we will respond expeditiously in accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”). It is the policy of ReferralGPS to terminate the Content of repeat infringers.
The Services are offered solely for personal use for the purposes described in these Terms. Any and all other uses are prohibited. You agree not to (and not to allow any third party to):
- use manual or automated software, devices, scripts, robots or other means or processes to access, “scrape,” “crawl” or “spider” any web pages, database records or other services contained in the Site, Services or ReferralGPS Content;
- use the Site or Services for any commercial or other purposes that are not expressly permitted by these Terms;
- take any action that imposes or may impose (in ReferralGPS’s sole determination) an unreasonable or a disproportionately large load on the Services or ReferralGPS’s infrastructure;
- interfere with or damage our Site or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
- systematically retrieve data or other content from our Site or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
- attempt to probe, scan, or test the vulnerability of any ReferralGPS system or network or breach any security or authentication measures;
- use our Site or Services to transmit, distribute, post or submit any information concerning any other person or entity without their permission;
- copy, store or otherwise access any information contained on the Site or Services for purposes not expressly permitted by these Terms;
- use any portion of the Services or ReferralGPS Content to provide, or incorporate any portion of the Services or ReferralGPS Content into, any product or service provided to a third party;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or Services;
- modify any Services or ReferralGPS Content or create any derivative product from any of the foregoing;
- register for more than one Profile or register for a Profile on behalf of an individual other than yourself;
- use the Services or ReferralGPS Content for any illegal purpose;
- publicly disseminate information regarding the performance of the Services or ReferralGPS Content or access or use the Services or ReferralGPS Content for competitive analysis or benchmarking purposes; or
- advocate, encourage, or assist any third party in doing any of the foregoing.
ReferralGPS has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. ReferralGPS may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against ReferralGPS or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with Users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of ReferralGPS, its Users, its Providers, or members of the public. You acknowledge that ReferralGPS has no obligation to monitor your access to or use of the Site or Services or to review any ReferralGPS Content, but has the right to do so for the purpose of operating and improving the Site and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms.
Authorization and Acknowledgment
In connection with using the Services for informational purposes and to locate and schedule appointments with Providers, you understand that, in ReferralGPS’s sole discretion:
- ReferralGPS may pre-populate the Services with information for Providers;
- ReferralGPS may select Providers to be featured on the Services based on pre-existing contractual agreements with the Providers and such selection is not an endorsement of such Providers;
- ReferralGPS may charge Providers a fee in order to be listed on the Site; and
- ReferralGPS will provide the User with a list of Providers who may be suitable to deliver the health care that the Users are seeking based solely on the information provided to ReferralGPS (such as insurance information, proximity to your geographical location, and additional criteria that Users specify).
EACH USER IS ULTIMATELY RESPONSIBLE FOR CHOOSING HIS OR HER OWN PROVIDER.
Pricing and Payment
ReferralGPS may charge a subscription fee to Providers listed on our Site and/or organizaitons accessing the site. We do not collect any payments from end Users through our Site. Users will pay for treatment services directly to Providers according to each provider’s specific policy on payment, ReferralGPS is not involved with that aspect.
The health insurances that a Provider accepts will be as quoted in the Profiles. This insurance information is provided by the Provider to ReferralGPS and may be changed at the Provider’s discretion from time to time. While ReferralGPS will occasionally confirm the accuracy of health insurance information with the Providers and health insurance company databases, we cannot guarantee the accuracy of which health insurance policies are accepted by a Provider at any given time.
ReferralGPS name, logo and all related names, logos, product and service names, designs and slogans are trademarks of ReferralGPS or its affiliates or licensors. You may not use such marks without the prior written permission of ReferralGPS. All other names, logos, product and service names, designs and slogans on this Site are the trademarks of their respective owners.
By making Content available on or through the Site or Services, you hereby grant to ReferralGPS a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify (for formatting purposes only), distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast, access and otherwise exploit such Content on, through or by means of the Services, including for commercial, advertising and promotional purposes relating to the Services.
Subject to your compliance with these Terms, ReferralGPS grants you a personal, revocable, limited, non-exclusive, non-transferable license to (i) access and view any ReferralGPS Content solely for your personal and non-commercial purposes when you are using the Services; (ii) access and view any Content that belongs to other Users or Providers to which you are permitted access, solely for your personal and non-commercial purposes when you are using the Services; and (iii) access and use the Services via an industry standard consumer web browser (such as MS Internet Explorer, Firefox, Safari, etc.), solely for the purpose of receiving information and scheduling communications with the Providers, as permitted herein. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit any ReferralGPS Content or any portion thereof, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by ReferralGPS or its licensors, except for the licenses and rights expressly granted in these Terms.
The ReferralGPS Content may be modified from time to time by ReferralGPS in its sole discretion and without notice.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Site in breach of the Terms, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by ReferralGPS. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.
Links to Third Party Websites
The Site and the Services may contain links to third-party websites or resources. You acknowledge and agree that ReferralGPS is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by ReferralGPS of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.
ReferralGPS may suspend your ability to use all or any element of the Services or may terminate these Terms effective immediately, without any notice or explanation. Without limiting the foregoing, ReferralGPS may suspend your access to the Services if we believe you to be in violation of any part of these Terms. After any suspension or termination, you may or may not be granted permission to re-establish a Profile. You agree that ReferralGPS shall not be liable to you for any termination of these Terms or for any effects of any termination of these Terms. You may cancel your Profile at any time by sending an email to hello@ReferralGPS.co. Please note that if your Profile is cancelled, we do not have an obligation to delete or return to you any Content you have submitted through the Site.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL REFERRALGPS BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH (A) THESE TERMS, (B) ANY USE OF THE SITE OR THE SERVICES, (C) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF THE SERVICES), OR (D) USE OF ANY SERVICES PROVIDED BY A PROVIDER OR THE PERFORMANCE, NON-PERFORMANCE OR CONDUCT OF ANY PROVIDER IN CONNECTION WITH THE SERVICES. REFERRALGPS IS NEITHER AN AGENT OF NOR OTHERWISE ASSOCIATED WITH ANY PROVIDER LISTED IN THE SITE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SITE AND SERVICES, REGARDLESS OF THE FORM OF ACTION, EXCEED $100.
You and ReferralGPS understand and agree that the disclaimers, exclusions and limitations in this Section titled “Limitation of Liability” and in the Section below titled “Disclaimer of Warranties” are essential elements of these Terms and that they represent a reasonable allocation of risk. In particular, you understand that ReferralGPS would be unable to make the Services available to you except on these Terms and hereby agree that these Terms will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
Disclaimer of Warranties
THE SITE AND THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND. REFERRALGPS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR INDEMNITIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF REFERRALGPS CONTENT OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES. REFERRALGPS SHALL NOT BE LIABLE FOR DELAYS OR INTERRUPTIONS OF ANY COMMUNICATION, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF REFERRALGPS. REFERRALGPS DOES NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE, OR THAT THE SERVICES ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, REFERRALGPS MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM REFERRALGPS OR THROUGH THE SITE OR THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, and hold harmless ReferralGPS and its affiliates and subsidiaries, and their officers, directors, employees and agents from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected with (a) your access to or use of the Site and the Services; (b) violation by you of these Terms; (s) your Content; and (d) your engagement and use of any services provided by a Provider, including but not limited to, any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a your engagement and use of any services provided by a Provider.
By using the Site and the Services you agree to release, discharge and hold harmless ReferralGPS and its subsidiaries and affiliates from any and all losses, damages, rights, claims, actions of any kind and injury (including death) arising out of or relating to the Site, the Services or any act or omission by any person, including without limitation, any dispute between you and any other person or regarding any Content posted on the Site.
If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This release includes, without limitation, any claim resulting from delay and the criminal acts of others.
Governing Law and Jurisdiction
All matters relating to the Site and the Services and any dispute or claim arising therefrom or related thereto shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, the Site or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Massachusetts in each case located in the City of Boston and County of Suffolk. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.
Limitation on Time to File Claims
To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of the Site and the Services within one (1) year from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.
Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and ReferralGPS or their successors or assigns shall exclusively be settled through binding and confidential arbitration
You are thus giving up your right to go to court to assert or defend your rights except for matters that may be taken to small claims court. Your rights will be determined by a neutral arbitrator and not a judge or jury. You are entitled to a fair hearing, but the arbitration procedures are simpler and more limited than rules applicable in court. Arbitrator decisions are as enforceable as any court order and are subject to very limited review by a court.
Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”).
You and ReferralGPS must abide by the following rules: (a) ANY CLAIMS BROUGHT BY YOU OR REFERRALGPS MUST BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) the arbitrator may not consolidate more than one person’s claims, may not otherwise preside over any form of a representative or class proceeding, and may not award class-wide relief; (c) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, ReferralGPS will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (d) ReferralGPS also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (e) the arbitrator shall honor claims of privilege and privacy recognized at law; (f) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (g) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (h) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law.
Notwithstanding the foregoing, either you or ReferralGPS may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in DuPage County, Illinois. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in DuPage County, Illinois in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within DuPage County, Illinois for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
With the exception of subparts (a) and (b) in this Section (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein. If, however, either subpart (a) or (b) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor ReferralGPS shall be entitled to arbitration.
For more information on AAA, the Rules and Procedures, or the process for filing an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
These Terms constitute the entire and exclusive understanding and agreement between ReferralGPS and you regarding the Site and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between ReferralGPS and you regarding the Site and the Services.
If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and these Terms shall continue in effect.
The failure by ReferralGPS to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed by a duly authorized representative of ReferralGPS. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Your Comments and Concerns
This Site is operated by Riley LLC. If you have any questions about these Terms or if you wish to report a problem to us regarding the Site, a User, or a Provider listed on our Site, please contact us at firstname.lastname@example.org.