Terms of Service

Last Updated: February 1, 2018

Thanks for using ReferCodes! These terms of service (“Terms”) govern your access to and use of our websites and services (taken together, the “Services”). ReferCodes (“ReferCodes”, “we”, “our”, and/or “us”) is a service of Whisper Fern, LLC (“Whisper Fern”) and these terms constitute a binding legal agreement (“Agreement”) between you and Whisper Fern, LLC.

Please read them carefully. By accessing or using any part of our Services, you are agreeing to be bound by all these Terms without modification. If you do not agree to all these Terms, you may not access or use the Services.

  1. Using the Services
    1. Who Can Use It. Use of the Services by anyone under 13 years of age is prohibited. You represent that you are at least the age of majority in the jurisdiction where you live or, if you are not, your parent or legal guardian must consent to this Terms of Service and affirm that they accept this Agreement on your behalf and bear responsibility for your use.
    2. Registration. When you create an account on the Services, you will be asked to provide certain information about yourself. You agree to provide us accurate information, including your real name and email address and to keep this information up to date. We will treat information you provide as part of registration in accordance with our Privacy Policy. You should take care in maintaining the confidentiality of your password. You will be solely responsible and liable for any activity that occurs under your username.
    3. Privacy Policy. Our privacy practices are set forth in our Privacy Policy. By use of the Services, you agree to accept our Privacy Policy, regardless of whether you are a registered user.
    4. Termination. You may close your account at any time by contacting us at support@refercodes.com. We may terminate or suspend your ReferCodes account if you violate any ReferCodes policy or for any other reason.
    5. Changes to the Services. We are always trying to improve your experience on our Services. We may need to add or change features and may do so without notice to you.
    6. Feedback. We welcome your feedback and suggestions about how to improve the Services. Feel free to submit feedback to support@refercodes.com. By submitting feedback, you agree to grant us the right, at our discretion, to use, disclose and otherwise exploit the feedback, in whole or part, freely and without compensation to you.
  2. Your Content
    1. Definition of Your Content. The Services enable you to add codes, links, and texts to share with others. All material that you upload, publish, or display to others via the Services will be referred to collectively as “Your Content.” You acknowledge and agree that, as part of using the Services, Your Content may be viewed by the general public.
    2. Ownership. You, or the Third-Party Services (“Third-Party Services”) whose links or codes you share, as applicable, retain ownership of the copyright and other intellectual property in Your Content, subject to the non-exclusive rights granted to us below.
    3. License and Permission to Use Your Content.
      1. By submitting, posting, or displaying Your Content on the Services, you grant us a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable (through multiple tiers), license to use, copy, reproduce, process, adapt, modify, create derivative works from, publish, transmit, store, display and distribute, and otherwise use Your Content in connection with the operation or use of the Services or the promotion, advertising or marketing thereof, in any and all media or distribution methods (now known or later developed).
      2. Once you post Your Content, you may edit or delete it at any time. We may remove suspected spam, non-working codes or links, or any content for any reason. The right for us to copy, display, transmit, publish, perform, distribute, store, modify, and otherwise use any of Your Content, and sublicense those rights to others, is perpetual and irrevocable, to the maximum extent permitted by law, except as otherwise specified in this Agreement.
      3. You acknowledge and agree that we may preserve Your Content and may also disclose Your Content and related information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any of Your Content violates the rights of third parties; (d) detect, prevent, or otherwise address fraud, security or technical issues; or (e) protect the rights, property, or personal safety of ReferCodes, its users, or the public.
      4. You understand that we may modify, adapt, or create derivative works from Your Content in order to transmit, display or distribute it over computer networks, devices, service providers, and in various media. We also may remove or refuse to publish Your Content, in whole or part, at any time.
      5. You further give us the permission and authority to act as your non-exclusive agent to take enforcement action against any unauthorized use by third-parties of any of Your Content outside of the Services or in violation of our Terms of Service.
    4. Your Responsibilities for Your Content. By posting Your Content on the Services, you represent and warrant to us that: i) you have the ownership rights, or you have obtained all needed licenses or permissions from any necessary parties, to use Your Content and grant us the rights to use Your Content as provided for under this Agreement, and ii) that posting Your Content violates no intellectual property or personal right of others or any applicable law or regulation. You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others or violation of laws and regulations in connection with Your Content. You are responsible for ensuring that Your Content does not violate any of our policies or any applicable law or regulation.
  3. The Content of Others

    Much of the content on our Services is produced by users. The content is the sole responsibility of the person or organization that submitted it. Although we reserve the right to review or remove all content that appears on the Services, we do not necessarily review all of it. So we cannot–and do not–take responsibility for any content that others provide through the Services.

    Through these Terms, we make clear that we do not want the Services put to bad uses. But because we do not review all content, we cannot guarantee that content on the Services will always conform to our Terms.

  4. Our Content and Materials
    1. Definition of Our Content and Materials. All intellectual property in or related to the Services (specifically including, but not limited to our software, the ReferCodes marks, the ReferCodes logo, but excluding Your Content) is the property of Whisper Fern, LLC.
    2. Data. All data we collect (“Data”) about use of the Services by you or others is the property of Whisper Fern, LLC, its subsidiaries, and affiliates. For clarity, Data does not include Your Content and is separate from Our Content and Materials.
    3. Our License to You.
      1. We grant you a limited, non-exclusive license to use and access Our Content and Materials and Data as made available to you on the Services in connection with your use of the Services, subject to the terms and conditions of this Agreement.
      2. We give you a worldwide, royalty-free, revocable, non-assignable and non-exclusive license to re-post Our Content and Materials anywhere on the web provided that: (a) you do not modify the content; (b) you attribute ReferCodes by name in readable text and with a human and machine-followable link (an HTML <a> anchor tag) linking back to the page displaying the original source of the content on https://refer.codes on every page that contains Our Content and Materials; (c) upon request, either by us or a user, you remove the user’s name from content which the user has subsequently deleted; (d) upon request, either by us or by a user who contributed to the content, you make a reasonable effort to update a particular piece of content to the latest version on the Services; and (e) upon request, either by ReferCodes or by a user who contributed to the content, you make a reasonable attempt to delete content that has been deleted on the Services; (h) you don’t re-publish more than a small portion of Our Content and Materials. In exercising these rights, you may not implicitly or explicitly assert any connection with, sponsorship or endorsement by ReferCodes, or any ReferCodes user, without separate, express prior written permission from us.
      3. We may terminate our license to you at any time for any reason. We have the right but not the obligation to refuse to distribute any content on the Services or to remove content. Except for the rights and license granted in these terms, we reserve all other rights and grant no other rights or licenses, implied or otherwise.
    4. No Endorsement or Verification. Please note that the Services contain access to third-party content, products, and services, and it offers interactions with third parties. Participation, linking to, or availability on the Services does not amount to endorsement or verification by us nor of us nor does it imply any affiliation with any third party. We make no warranties or representations about the accuracy, completeness, fitness for use, or timeliness of any content posted on the Services by us or anyone else or that any third party will honor or acknowledge any of the offers, discounts, deals, etc. posted. You agree that ReferCodes bears no responsibility or liability for any content accessed or harm caused from any third party. We encourage you to carefully read and review the privacy policy and terms for each website you visit. Third-party trademarks are the property of their respective third-party owners. Presence of a third-party trademark on the Services does not mean that we have any relationship with that third party or that such third party endorses the Services or ReferCodes or that we endorse them.
    5. Ownership. You acknowledge and agree that Our Content and Materials remain the property of our users or us. The content, information, and services made available on the Services are protected by U.S. and international copyright, trademark, and other laws, and you acknowledge that these rights are valid and enforceable.
  5. Integrated Service Provider

    You may enable another online service provider, such as a social networking service (“Integrated Service Provider”), to be directly integrated into your account on the Services. By enabling an integrated service, you are allowing us to pass to, and receive from, the Integrated Service Provider your log-in information and other user data. For more information about our use, storage, and disclosure of information related to you and your use of integrated services within the Services, please see our Privacy Policy. Note that your use of any Integrated Service Provider and its own handling of your data and information is governed solely by their terms of use, privacy policies, and other policies.

  6. More About Certain Offerings on the Services
    1. Advertisements. The Services may include advertisements, which may be targeted to content or information on the Services, queries made through the Services, or other information, in an effort to make them relevant to you. The types and extent of advertising by ReferCodes are subject to change. In consideration for ReferCodes granting you access to and use of the Services, you agree that ReferCodes and its third party providers and partners may place such advertising on the Services. If you wish to become an advertiser, you will be required to enter into separate and supplemental terms with us about providing advertising services on the Services.
    2. Usernames. When registering for an account, users have an opportunity to choose a username. We reserve the right to remove or reclaim a username for any reason such as when a trademark owner complains about a username that does not closely relate to a user’s actual name.
    3. Prohibited Activities. You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Services. In connection with your use of the Services, you will not and will not assist or enable others to:
      1. breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms or Policies;
      2. use the Services or Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies ReferCodes endorsement, partnership or otherwise misleads others as to your affiliation with ReferCodes;
      3. copy, store or otherwise access or use any information, including personally identifiable information about any other user, contained on the Services in any way that is inconsistent with ReferCodes Privacy Policy or these Terms or that otherwise violates the privacy rights of users or third parties;
      4. use the Services in connection with the distribution of unsolicited commercial messages (“spam”);
      5. share, as a user, any referral link or referral code that does not belong to you and that you do not have permission to share on ReferCodes;
      6. contact another user outside of the Services for any purpose including, but not limited to, recruiting or otherwise soliciting any user to join third-party services, applications or websites, without our prior written approval;
      7. discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any abusive or disruptive behavior;
      8. dilute, tarnish or otherwise harm the ReferCodes brand in any way, including through unauthorized use of Our Content and Materials, registering and/or using ReferCodes or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to ReferCodes domains, trademarks, taglines, promotional campaigns or Content;
      9. use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Services for any purpose;
      10. avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by ReferCodes or any of ReferCodes’ providers or any other third party to protect the Services;
      11. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
      12. take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Services;
  7. Reporting Violations of Your Intellectual Property Rights, ReferCodes Policies, or Applicable Laws

    ReferCodes respects copyright law and expects its users to do the same. If you believe that any content on the Services infringe copyrights you own or if you believe that any ReferCodes policies or applicable laws are being violated, please notify us at support@refercodes.com.

  8. DISCLAIMERS AND LIMITATION OF LIABILITY

    PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF REFERCODES ENTITIES TO YOU.

    “REFERCODES ENTITIES” MEANS REFERCODES, WHISPER FERN, LLC, AND ANY SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, SUPPLIERS, LICENSORS AND PARTNERS, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF EACH OF THEM. EACH PROVISION BELOW APPLIES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

    1. WE ARE PROVIDING YOU THE SERVICES, ALONG WITH OUR CONTENT AND MATERIALS AND THE OPPORTUNITY TO CONNECT WITH OTHERS, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, REFERCODES ENTITIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, ACCURACY AND COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE.
    2. REFERCODES MAKES NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR: (i) CONTENT POSTED BY ANY USER OR THIRD PARTY; (ii) ANY THIRD-PARTY WEBSITE, THIRD-PARTY PRODUCT, OR THIRD-PARTY SERVICE LISTED ON OR ACCESSIBLE TO YOU THROUGH THE SERVICES, INCLUDING AN INTEGRATED SERVICE PROVIDER; (iii) THE QUALITY OR CONDUCT OF ANY THIRD PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT. REFERCODES MAKES NO WARRANTY THAT: (a) THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) THE RESULTS OR INFORMATION THAT YOU MAY OBTAIN FROM THE USE OF THE SERVICES OR ANY USER WILL BE ACCURATE OR RELIABLE; OR (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED OR PURCHASED BY YOU THROUGH THE SERVICES WILL BE SATISFACTORY.
    3. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, REFERCODES ENTITIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, REFERCODES ENTITIES SPECIFICALLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICES.
    4. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.
    5. WITHOUT LIMITING THE FOREGOING, REFERCODE’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID TO REFERCODES IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
    6. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. AS A RESULT, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART, AND THE FOREGOING SECTIONS 8(c), 8(d), AND 8(e) WILL NOT APPLY TO A RESIDENT OF NEW JERSEY, TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF REFERCODES’ NEGLIGENT, FRAUDULENT, RECKLESS, OR INTENTIONAL MISCONDUCT.
  9. Indemnification

    You agree to release, indemnify, and defend ReferCodes Entities from all third-party claims and costs (including reasonable attorneys’ fees) arising out of or related to: i) your use of the Services, ii) Your Content, iii) your conduct or interactions with other users of the Services, or iv) your breach of any part of this Agreement. We will promptly notify you of any such claim and will provide you (at your expense) with reasonable assistance in defending the claim. You will allow us to participate in the defense and will not settle any such claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that event, you will have no further obligation to defend us in that matter.

  10. Dispute Resolution

    This Agreement and any action arising out of your use of the Services will be governed by the laws of the State of Tennessee without regard to or application of its conflict of law provisions or your state or country of residence. Unless submitted to arbitration as set forth in the following paragraph, all claims, legal proceedings or litigation arising in connection with your use of the Services will be brought solely in Davidson County, Tennessee, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

    For any claim (excluding claims for injunctive or other equitable relief) under this Agreement where the total amount of the award sought is less than $10,000 USD, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration will initiate the arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

  11. General Terms
    1. Changes to these Terms. We may amend this Agreement (including any policies, such as the Privacy Policy, that are incorporated into this Agreement) at any time, in our sole discretion. If we amend material terms to this Agreement, such amendment will be effective after we send you notice of the amended agreement. Such notice will be in our sole discretion, and the manner of notification could include, for example, via email, posted notice on the Services, or other manner. You can view the Agreement and our main policies at any time here. Your failure to cancel your account, or cease use of the Services, after receiving notification of the amendment, will constitute your acceptance of the amended terms. If you do not agree to the amendments or to any of the terms in this Agreement, your only remedy is to cancel your account or to cease use of the Services.
    2. Governing Law and Jurisdiction. You agree that ReferCodes is operated in the United States and will be deemed to be solely based in Tennessee and a passive service for purposes of jurisdictional analysis. For any claims for which arbitration is inapplicable, you agree that such claims will be brought in federal or state court in Davidson County, Tennessee and governed by laws of the state of Tennessee and federal law, without regard to any conflict of law provisions.
    3. Use Outside of the United States. ReferCodes expressly disclaims any representation or warranty that the Services comply with all applicable laws and regulations outside of the United States. If you use the Services outside of the United States, you expressly understand and agree that you are responsible for determining compliance with different laws, regulations, or customs that may apply in connection with your use of the Services.
    4. Export. The Services are controlled and operated from our United States offices in Tennessee. ReferCodes software is subject to United States export controls. No software for ReferCodes may be downloaded or otherwise exported or re-exported in violation of any applicable laws or regulations. You represent that you are not (1) located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and (2) listed on any U.S. government list of prohibited or restricted parties.
    5. Applications and Mobile Devices. If you access the Services through a ReferCodes application, you acknowledge that this Agreement is between you and ReferCodes only, and not with another application service provider or application platform provider (such as Apple Inc. or Google Inc.), which may provide you the application subject to its own terms. To the extent you access the Services through a mobile device, your wireless carrier’s standard charges, data rates, and other fees may apply.
    6. Survival. The following provisions will survive expiration or termination of this Agreement: Section 1(e)(Termination), 1(g)(Feedback), Section 2(Your Content), Section 4(a)-(b) and (d)-(f)(Our Content and Materials), Section 8 (Disclaimers and Limitation of Liability), Section 9 (Indemnification), Sections 10 (Dispute Resolution), and Section 11 (General Terms).
    7. Notice for California Users. Under California Civil Code Section 1789.3, California web users are entitled to the following specific consumer rights notice: The Services are provided by Whisper Fern, LLC, located in Nashville, Tennessee. If you have a question or complaint regarding the Services, please contact ReferCodes at support@refercodes.com. California residents may reach the Department of Consumer Affairs Consumer Information Division at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
    8. Government End Users. Any Quora software and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202 (as applicable). Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4 (as applicable), the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. government end users: (i) only as Commercial Items; and (ii) with only those rights as are granted to all other end users pursuant to this Agreement.
    9. Assignment. You may not assign or transfer this Agreement (or any of your rights or obligations under this Agreement) without our prior written consent; any attempted assignment or transfer without complying with the foregoing will be void. We may freely assign or transfer this Agreement. This Agreement inures to the benefit of and is binding upon the parties and their respective legal representatives, successors, and assigns.
    10. Electronic Communications. You consent to receive communications from us by email in accordance with this Agreement and applicable law. You acknowledge and agree that all agreements, notices, disclosures and other communications that we provide to you electronically will satisfy any legal requirement that such communications be in writing.
    11. Entire Agreement/ Severability. This Agreement supersedes all prior terms, agreements, discussions and writings regarding the Services and constitutes the entire agreement between you and us regarding the Services (except as to services that require separate written agreement with us, in addition to this Agreement). If any provision in this Agreement is found to be unenforceable, then that provision will not affect the enforceability of the remaining provisions of the Agreement, which will remain in full force and effect.
    12. Interpretation. In construing or interpreting the terms of this Agreement: (i) the headings in this Agreement are for convenience only, and are not to be considered, and (ii) no presumption is to operate in either party’s favor as a result of its counsel’s role in drafting this Agreement.
    13. Notices. All notices permitted or required under this Agreement, unless specified otherwise in this Agreement, must be sent in writing as follows in order to be valid: (i) if to you, by us via email to the address associated with your account, and (ii) if to us, by you via support@refercodes.com. Notices will be deemed given (a) if to you, when emailed, and (b) if to us, on receipt by us.
    14. Relationship. This Agreement does not create a joint venture, agency, partnership, or other form of joint enterprise between you and us. Except as expressly provided herein, neither party has the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.
    15. Waiver. No waiver of any terms will be deemed a further or continuing waiver of such term or any other term. Our failure to assert a right or provision under this Agreement will not constitute a waiver of such right or provision.
    16. Further Assurances. You agree to execute a hard copy of this Agreement and any other documents, and to take any actions at our expense that we may request to confirm and effect the intent of this Agreement and any of your rights or obligations under this Agreement.
    17. Contact. Feel free to contact us at support@refercodes.com with any questions about these terms. Whisper Fern, LLC is a Tennessee corporation.