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