Referred

TERMS OF SERVICE

Important

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 11) THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. ACCEPTANCE OF TERMS

These Terms of Service (the "Agreement") constitute a legally binding agreement between you (whether as a "Merchant" or a "Referrer") and Refer LLC, a Limited Liability Company organized under the laws of the State of Florida ("Company," "we," "us," or "our").

By registering for an account, accessing the Platform, or using our services, you expressly acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you are prohibited from using the Platform.

2. DEFINITIONS

  • "Platform": The website, mobile application, and technology provided by Refer LLC.
  • "Merchant": A business entity or individual that lists goods/services and offers commissions for referrals.
  • "Referrer" (or Local): An individual who shares links or refers customers to Merchants in exchange for a commission.
  • "Commission": The monetary reward offered by a Merchant for a successful referral.
  • "Transaction": A completed sale or service agreement between a Merchant and a Referred Customer.

3. THE RELATIONSHIP (PLATFORM NATURE)

3.1. Venue Only. Refer LLC is strictly a technology venue. We connect Merchants with Referrers. We are not a party to any transaction between a Merchant and a Referred Customer, nor are we a party to the agreement between the Merchant and the Referrer regarding specific commission offers.

3.2. No Endorsement. We do not guarantee the quality, safety, or legality of the services advertised by Merchants, nor do we guarantee the truth or accuracy of Referrers' marketing.

4. TERMS FOR REFERRERS (LOCALS)

4.1. Independent Contractor Status. You expressly agree that you are an independent contractor, not an employee, agent, joint venturer, or partner of Refer LLC.

  • You have the sole right to control the manner, means, and methods of your referral activities.
  • You are not entitled to minimum wage, overtime pay, health insurance, workers' compensation, or unemployment benefits from Refer LLC.
  • You are solely responsible for reporting and paying all applicable federal, state, and local taxes on your earnings.

4.2. Marketing Guidelines & Anti-Spam. You agree to market Merchants responsibly. You are strictly prohibited from:

  • Spamming: Violating the CAN-SPAM Act of 2003 or similar laws by sending unsolicited bulk emails or messages.
  • Misrepresentation: Making false claims about a Merchant's product or service.
  • Brand Infringement: Creating fake websites or social media profiles that impersonate the Merchant.

4.3. Transparency & Disclosures. You agree to be honest when sharing referrals. Because you are earning a commission, the law requires you to disclose this connection. When you share a link, you must let people know you are being paid (for example, by saying "I earn a commission if you sign up" or using hashtags like #Ad). Hiding this fact violates our policy.

5. TERMS FOR MERCHANTS (BUSINESSES)

5.1. Binding Commission Offers. By listing a Commission rate (e.g., "10% of sale") on the Platform, you are making a binding legal offer. Once a Referrer generates a valid lead that results in a Transaction, you are contractually obligated to pay the stated Commission. You may not retroactively lower commission rates for referrals already generated.

5.2. Payment Obligations & Deadlines.

  • Manual Trigger: You acknowledge that the Platform relies on your action to finalize payouts.
  • Time to Pay: You agree to mark a referral as "Successful" and initiate payment through the Platform within [7] days (or the period specified in your profile) of receiving payment from the customer.
  • Pay-When-Paid: Your obligation to pay the Referrer arises immediately upon your receipt of funds from the customer. Withholding valid commissions is a breach of contract and may constitute theft of services.

5.3. Truthful Reporting & Audits. You agree to honestly report the status of all referrals. You shall not falsely mark a successful referral as "Rejected" or "Refunded" to avoid paying fees. Refer LLC reserves the right to audit your transaction records regarding referred customers if a dispute arises.

5.4. Non-Circumvention. You agree not to circumvent the Platform by soliciting Referrers identified through Refer LLC to work with you directly outside of the Platform for the purpose of avoiding the Platform Fee. This obligation survives for 24 months after your last interaction with the Referrer.

5.5. Consequences of Non-Payment. If Refer LLC determines, in its sole discretion, that a Merchant has failed to pay a valid Commission:

  • Immediate Suspension: Your account may be suspended.
  • Permanent Ban: You may be permanently banned from the Platform.
  • Collection: We reserve the right to pursue legal action or third-party collections for unpaid Platform Fees.

6. FEES, PAYMENTS, AND TAXES

6.1. The Platform Fee. Refer LLC charges a 20% Platform Fee on all Commissions paid through the Platform. Calculation: If a Merchant pays a $100 Gross Commission, Refer LLC retains $20, and the Referrer receives $80.

6.2. Stripe Connected Account Agreement. Payment processing services are provided by Stripe. By using the Platform, you agree to be bound by the Stripe Connected Account Agreement, which includes the Stripe Services Agreement. You agree to provide Refer LLC accurate and complete information about you and your business, and you authorize us to share it with Stripe.

6.3. Refunds and Clawbacks. If a Merchant pays a Commission, and the Referred Customer subsequently obtains a refund (chargeback), the Merchant is entitled to recoup the Commission. Refer LLC and Stripe reserve the right to deduct such amounts from the Referrer's future earnings or linked bank account.

6.4. Taxes. Refer LLC is not responsible for tax withholding. Merchants are responsible for their own business taxes. Referrers are responsible for their own income taxes. If required by law (e.g., earning over $600/year), Stripe or Refer LLC may issue Form 1099-K or similar forms.

7. PROHIBITED CONDUCT

  • Use the Platform for any illegal purpose.
  • Use bots, scrapers, or automated systems to access the Platform.
  • Harass, threaten, or defraud other users.
  • Refer yourself (self-dealing) unless explicitly allowed by the Merchant.

8. DISCLAIMER OF WARRANTIES

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." REFER LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not guarantee that Referrers will earn any specific amount of money. We do not guarantee that Merchants will honestly pay commissions (though we will penalize those who do not).

9. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY FLORIDA LAW, REFER LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES.

OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE PLATFORM SHALL NOT EXCEED THE TOTAL AMOUNT OF PLATFORM FEES PAID BY YOU (IF A MERCHANT) OR RETAINED FROM YOUR COMMISSIONS (IF A REFERRER) IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Refer LLC, its officers, directors, and agents from any claims, liabilities, damages, losses, and expenses (including legal fees) arising out of:

  • Your use of the Platform;
  • Your violation of these Terms;
  • For Referrers: Your marketing activities, including violations of the CAN-SPAM Act or FTC Guidelines;
  • For Merchants: Your failure to pay commissions or disputes regarding your products/services.

11. DISPUTE RESOLUTION (FLORIDA LAW)

11.1. Governing Law. These Terms shall be governed by the laws of the State of Florida, without regard to conflict of law principles.

11.2. Arbitration. Any dispute arising out of or relating to this Agreement shall be finally settled by binding arbitration in [Insert Your County, e.g., Miami-Dade County], Florida, under the rules of the American Arbitration Association.

11.3. Class Action Waiver. YOU AND REFER LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

12. TERMINATION

Refer LLC may terminate or suspend your account at any time, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination, your right to use the Platform will immediately cease.

13. CONTACT INFORMATION

If you have questions about these Terms, please contact us at: Refer LLC founder@refertoday.io or reach out via our contact page.