REFUP TERMS OF USE AGREEMENT

January 1, 2020


Welcome to the RefUp Terms of Use Agreement. For purposes of this agreement, “Company” refers to RefUp, LLC, “Site” refers to the Company’s website, and “Service” refers to RefUp services accessed via the Site. The terms “we,” “us,” and “our” refer to the Company. “You” refers to you, as a user of our Site or our Service. 


The following Terms of Use apply when you view or use the Service through any means available. By accessing or using the Service, you agree to these Terms of Use. If you do not agree to be bound by these Terms of Use in their entirety, you may not access or use the Service.


RULES FOR USER CONDUCT AND USE OF THE SERVICE

Users who are requesting referee services agree to the following: 

  • Users must provide and maintain current payment account information. Failure to keep payment account information accurate or to allow the account to lapse will result in suspension from Services, however the user will still be responsible for payment for services rendered by referees;
  • Users are financially responsible for bids for referee services that may be automatically created;
  • Users’ payment account will be charged on the day of the match. Unless the bid for referee service is canceled 24 hours before match kickoff, users will be responsible for any fees even if the match is canceled; 
  • Users will not be responsible for any fees if an assigned referee does not officiate the match and the match details are correct in the Site. The Company will not be required to provide any compensation. Users may request reasonable compensation by contacting the Company which may provide compensation at the Company’s sole discretion;
  • The Company does not guarantee that a bid for referee services submitted by user will be filled and users will receive no compensation if their request is unfilled;


Users who are providing referee services agree to the following:

  • Users must provide and maintain current payment account information;
  • Users must complete post-match requirements prior to being paid for services;
  • Users that do not have a current payment account or do not complete post-match requirements within 60 days of a match will forfeit any payments to the Company;
  • Users will be paid following successful payment to the Company by the user requesting services;
  • Users will not be paid for any services that are not assigned through the Service;
  • If a match is canceled prior to kickoff, the Company will not be required to provide any compensation. Users may request reasonable compensation by contacting the Company which may provide compensation at the Company’s sole discretion;
  • Users may be responsible for fees if they cancel an assignment that does not successfully get re-assigned;
  • Users will notify the Company of mistakes in an offer or payment within 48 hours of recognizing the mistake.  In the event of an overpayment, Users authorize the Company to debit their account to rectify the error;


All users agree that the Company will not be responsible for any liabilities, losses, or damages arising out of the Service or any third-party utilized by the Service. 


PRIVACY POLICY

You acknowledge and agree to the Company's Privacy Policy. We reserve the right to make changes to the Privacy Policy at any time and for any reason.


USE RESTRICTIONS

Your permission to use the Site is conditioned upon the following use, posting and conduct restrictions. You agree that you will not under any circumstances:

  • access the Service for any reason other than as permitted by the normal functionality of the Service;
  • collect or harvest any personal data of any user of the Site or the Service;
  • distribute any part or parts of the Site or the Service without our explicit written permission;
  • use the Service for any unlawful purpose or for the promotion of illegal activities;
  • attempt to, or harass, abuse or harm another person or group;
  • use another user’s account without permission;
  • intentionally allow another user to access your account; 
  • provide false or inaccurate information when registering an account;
  • interfere or attempt to interfere with the proper functioning of the Service;


POSTING AND CONDUCT RESTRICTIONS

You are solely responsible for the User Content that you post, upload, link to or otherwise make available via the Service. 

By transmitting and submitting any User Content while using the Service, you agree as follows:

  • You are solely responsible for your account and the activity that occurs while signed in to or while using your account;
  • You will not post information that is malicious, libelous, false or inaccurate;
  • You will not post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;


By posting any User Content via the Service, you expressly grant, and you represent and warrant that you have a right to grant, to the Company a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service.


The Company shall have the right to remove any material that in its sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, or that might violate the rights, harm, or threaten the safety of users or others.


INTELLECTUAL PROPERTY

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks, and other proprietary rights. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms of Use.


USER CONSENT TO RECEIVE COMMUNICATIONS IN ELECTRONIC FORM

For contractual purposes, you: (a) consent to receive communications from us in an electronic form via the email address you have submitted; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.


WARRANTY DISCLAIMER

THE SERVICE, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.


LIMITATION OF DAMAGES; RELEASE

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SITE, THE SERVICE, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE,  OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM: (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH USE OR WITH ANY OTHER USER OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.


If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. 


If you are a California resident using the Service, you may specifically 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.”


DISPUTE RESOLUTION

If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures. If the dispute cannot be settled through mediation, the parties agree that the dispute shall be settled by arbitration administered by the American Arbitration Association in the State of Colorado in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.


MODIFICATION OF TERMS OF USE

We can amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments. It is your sole responsibility to check the Site from time to time to view any such changes in this agreement. Your continued use of the Site or the Service signifies your agreement to our revisions to these Terms of Use. We will endeavor to notify you of material changes to the Terms by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration. For this additional reason, you should keep your contact and profile information current. Any changes to these Terms (other than as set forth in this paragraph) or waiver of our rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of one of our officers. No purported waiver or modification of this agreement on our part via telephonic or email communications shall be valid.


GENERAL TERMS

If any part of this Terms of Use agreement is held or found to be invalid or unenforceable, that portion of the agreement will be construed as to be consistent with applicable law while the remaining portions of the agreement will remain in full force and effect. Any failure on our part to enforce any provision of this agreement will not be considered a waiver of our right to enforce such provision. Our rights under this agreement survive any transfer or termination of this agreement.


You agree that any cause of action related to or arising out of your relationship with the Company must commence within 180 days after the cause of action accrues. Otherwise, such cause of action is permanently barred.


These Terms of Use and your use of the Site are governed by the federal laws of the United States of America and the laws of the State of Colorado, without regard to conflict of law provisions.


We may assign or delegate these Terms of Service and/or our Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without our prior written consent, and any unauthorized assignment or delegation by you is void.


YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.