Pro Referral Consumer Terms of Service
(Effective Date: March 28, 2016)
Thank you for your interest in Pro Referral.com, an Internet platform ("Website") owned and operated by Red Beacon, Inc., a Delaware corporation ("Pro Referral," "we," or "us"). Pro Referral provides consumers (collectively, "Consumers," and individually, "Consumer," “User,” or "you") an online venue to locate and solicit quotes from service providers in various lines of work and commerce (collectively "Pros"). By registering on the Website, you become a Consumer at no cost and will have the ability to seek referrals for services. References to Websites shall include, but are not limited to, any and all uses of Pro Referral.com via mobile applications, mobile devices, personal computers, email, telephones or other electronic devices.
1. Acknowledgement and Acceptance
1.2 Amendments. You acknowledge and agree that Pro Referral may amend this Agreement at any time by posting a revised version of this Agreement on the Website or by notifying Consumers directly in Pro Referral's sole discretion. Your continued use of the Website after any changes are made to this Agreement shall constitute your consent to such changes. Pro Referral does not and will not assume any obligation to notify Consumers of any changes to this Agreement, or the creation or modification of any additional terms. You are responsible for remaining knowledgeable about the most current version of the Terms of the Agreement.
2. Use and Age Restrictions
Use of the Website is permitted only by individuals who can form legally binding contracts under applicable Law. Without limiting the foregoing, use of the Pro Referral Website is not permitted by anyone under the age of 18. If you do not qualify, please do not use the Website.
3. Referral Services
3.1 Pro Requests. Upon registration with Pro Referral, a Consumer may submit through the Website a request for Pros to contact the Consumer ("Pro Request") concerning desired services or work. Consumer must create a Pro Referral account before submitting a Pro Request. To submit a valid Pro Request, Consumers must provide required information (e.g., what services the Consumer wants, the type of services/work, and the Consumer’s zipcode). Upon receipt of a Pro Request, Pro Referral selects Pros, from its database, and provides information concerning the Pros’ Skills Profiles (defined below) to the Consumer that are located in proximity to Consumer. The Consumer may select two or more Pros to receive the Consumer’s telephone number. Consumer may also use Pro Referral’s Pro directory to select a single Pro to contact Consumer. The selected Pro(s) contact the Consumer to discuss the Consumer’s service needs. When a Pro makes any communication with a Consumer, the Pro is acting on the Pro’s sole behalf and is not a representative or agent of Pro Referral, Home Depot U.S.A., Inc. (“The Home Depot”), or any of their affiliates. Pro Referral does not and cannot guarantee that there will be Pros who are capable of or willing to complete the requested services at the time and place requested or that Pro(s) will contact Consumer. All Pro Requests must be lawful and not in violation of any city or county ordinance, state, local or federal laws. If Consumer needs additional or future services that are outside of the scope of work contained in Consumer's original Pro Request, Consumer should return to Pro Referral for additional Pro Referral referral services. The Pro(s) suggested by ProReferral are only intended for the scope of work contained in the Consumer’s ProRequest.
3.2 Agreement Solely with Pro. When a Pro contacts a Consumer, the Pro is acting on the Pro’s sole behalf and is not a representative or agent of Pro Referral, The Home Depot, or their affiliates. You agree that Pro Referral is not responsible for the accessibility or unavailability of any Pro or for your interactions and dealings with them, waive the right to bring or assert any claim against Pro Referral relating to any interactions or dealings with any Pro, and release Pro Referral from any and all liability for or relating to any interactions or dealings with Pro. If Consumer decides to use the Pro’s services after submitting a Pro Request, Consumer and Pro may enter into an agreement for the Pro to perform services and the Consumer to pay the Pro for the services rendered. This agreement is solely between the Consumer and Pro, and Pro Referral,The Home Depot, and their affiliates are not parties to such agreement. Pro Referral, The Home Depot and their affiliates are not and will not be parties or third-party beneficiaries to any agreements entered into by and between Consumer and Pro. Accordingly, please consider carefully before you agree to a Pro’s offered services.
3.3 Intellectual Property. By posting a Pro Request, you represent that the request and services sought do not infringe on the intellectual property of any third party, including, but not limited to, the work product of any contractors, design professionals, consultants, material suppliers, or manufacturers. Your description of the request and services sought must be truthful and accurate. Any Pro Request posted on the Website: (a) shall not be fraudulent; (b) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (c) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) shall not be obscene or contain child pornography; and (e) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
4.1 Pro Skill Profile. Pro Referral requires Pros to post a profile ("Skill Profile") on the Website. The Skill Profile is self-reported by the Pro. Although Pro Referral may take certain steps to examine the credentials of Pros, Pro Referral makes no guarantees, promises, warranties or representations of any kind regarding the skills or representations of such Pros if you elect to retain their services.
4.2 Background Checks. Mandatory, comprehensive background checks are performed on the Pro's principal/owner named during the Pro's registration with Pro Referral before joining Pro Referral's Pro network and periodically thereafter. Pro Referral's background checks search for relevant criminal background, sex offender background, and social security verification for the principal/owner of the Pro business. Background checks on the principal/owner of the Pro business reflect that individual's background at the time of the search. Accordingly, Pro Referral does not and cannot warrant that the background check is up-to-date or current. Further, background checks are not applicable to any Pro employees or workers except the principal/owner of the Pro business named by the Pro during registration.
4.3 Licensing. Pros are requested to post licensing information in their Skill Profiles. Different jurisdictions may require state and/or local (county or municipal) level licensing for certain services, work, and/or project amounts. The term “Pros” shall not be construed as a representation by Pro Referral, the Home Depot, or their affiliates that all Pros are properly licensed. Consumers are solely responsible for determining which licenses, if any, are required for their requested services and whether the Pro that Consumer selects is properly licensed. Before you proceed with a project, you should confirm all licensing requirements with your state and local authorities and your selected Pro. Pro Referral always recommends that you ask the Pro to provide you with a copy of their license(s).
4.4 Insurance and Bonding. Pros may post information and documents concerning insurance policies and/or bonds covering their services. Pro Referral does not verify this information. Before you proceed with a project, you should confirm the Pro’s existing insurance coverages and limits and whether it has an bonds in place.
4.5 Relationship between Pro Referral and Pro. Pro Referral and Pro are separate entities and the employee of one of those entities is not an employee of another entity. Pro Referral is not an agent of Pro and Pro is not an agent of ProRefferal. In no event will Pro Referral be considered a general contractor, specialty contractor, construction manager, project manager, joint employer, joint venturer, or partner of Pro or any of its affiliates or their respective personnel.
4.6 Consumer Verification Responsibility. You should verify that the information presented by the Pro, including the information in the Pro's Skill profile, is accurate. Pro Referral does not verify all information or documents provided by Pros and expressly disclaims any guarantees, INDEMNITIES or warranties concerning such information. CONSUMERS SHOULD CONDUCT THEIR OWN INVESTIGATION OF PROS, TO INVESTIGATE AND TO DETERMINE, AMONG OTHER THINGS, WHETHER PROS ARE APPROPRIATELY LICENSED FOR THE REQUESTED SERVICES, FREE OF SIGNIFICANT FEDERAL, STATE OR LOCAL-LEVEL CIVIL LEGAL JUDGMENTS, AND CARRY APPROPRIATE INSURANCE OR BONDING AT APPROPRIATE COVERAGES AND LIMITS.
4.7 No Warranty or Endorsement of Pro Services. Pro Referral does not endorse or recommend the services of any Pro. The decision to enter into an agreement for work belongs entirely to the Consumer. Pro Referral does not warrant the Pro's performance on the job OR THE QUALITY OF GOODS, MATERIALS, EQUIPMENT OR SERVICES FURNISHED BY PRO. Pro Referral does not CONTRACT FOR OR perform, and is not responsible for, any of the services requested by the Consumer in the PRO REQUEST. You expressly acknowledge and agree that your use of the Website is at your sole risk. PRO REFERRAL MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF ANY PRO OR THE PRO’S ABILITY TO PROVIDE A SERVICE COMPLIANT WITH THE CONSUMER’S PRO REQUEST. YOU EXPRESSLY ACKNOWLEDGE THAT PRO REFERRAL MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE QUALITY OF SERVICES RENDERED BY ANY SERVICE PROVIDER.
5. Payments to Pro
Consumer is solely responsible for paying the Pro for any work completed in accordance with the Consumer’s agreement with Pro and for making payment arrangements directly with Pro. Consumer may be required by its agreement with Pro to pay a deposit to Pro prior to Pro’s commencement of the work. Pro Referral shall not be liable for any claims made by Consumer relating to, or arising out of, charges to a Consumer’s Pro Referral account authorized by Consumer’s agreement with Pro.
6. Pro Referral Guarantee
6.1 Referral Service Guarantee. Pro Referral does not and cannot guarantee the work, materials supplied, or services rendered by the Pro. Pro Referral has no obligation or relationship whatsoever to the Consumer with regard to the provision of work, material or services by the Pro. However, Pro Referral offers Consumers a referral service guarantee ("Pro Referral Guarantee") valid for thirty (30) days after the Pro completes or abandons the services or work required by the agreement between Consumer and Pro. The Pro Referral Guarantee is intended to restore Consumer’s confidence in the referral services provided by Pro Referral. The Pro Referral Guarantee does not cover faulty workmanship of the Pro and damages to your product or property that arise from or relate to the services of the Pro.
6.2 Eligibility Requirements for Pro Referral Guarantee. In the event that a Consumer and Pro are unable or unwilling to agree upon a resolution pursuant to Section 6.5 below, the Consumer may be eligible, , for the Pro Referral Guarantee aimed at rectifying Consumer’s dissatisfaction with Pro Referral’s referral if it strictly complies with all of the conditions of this Agreement. To be eligible for the Pro Referral Guarantee, the Consumer must:
1. Have contacted Pro Referral in writing to request the Pro Referral Guarantee within thirty (30) days of the Pro’s completion or abandonment of the services or work required by the agreement between Consumer and Pro;
2. Have provided accurate and truthful information in the Pro Request and in any other communications with the Pro and Pro Referral;
3. Have entered into an agreement with the Pro for work within the scope of the Pro Request and provided Pro Referral with a copy of that agreement;
4. Have supplied Pro Referral with any requested written documentation of Consumer’s claim, complaint or dispute; and
5. Have complied with any request by Pro Referral for a third party evaluation of any service, materials, or work performed by a Pro.
6. If you do not comply with these conditions, or if you misrepresent the transaction or provide incomplete information, then the Pro Referral Guarantee shall be null and void. The Pro Referral Guarantee does not extend to satisfaction with a Pro related to work or services outside the scope of your original Pro Request.
6.3 Pro Referral Guarantee Payment Limit. In the event that the above conditions are met by the Consumer, Pro Referral may make payment to Consumer up to $500. Pro Referral reserves the right, in its sole discretion, to determine the Pro Referral Guarantee amount.
6.4 Not Insurance or Security for Pro’s Performance. The Pro Referral Guarantee is not insurance nor security for the performance of work, services, or materials supplied by Pro.
6.5 Agreement to Communicate with Pro. Consumers dissatisfied with a job performed by a Pro agree to resolve issues directly with the Pro without the involvement of Pro Referral. If direct communications and efforts between the Consumer and the Pro do not satisfy Consumer’s concerns, Pro Referral may, in its sole discretion, contact Consumer and Pro to facilitate further communication regarding Consumer’s dissatisfaction. However, Pro Referral is not responsible or liable to either the Consumer or the Pro if a mutually acceptable resolution is not reached between Consumer and Pro. Pro Referral does not, at any time, become a party to Your dispute with the Pro.
7. Interactions and Disputes with Pros
7.1 Disputes with Pros. Pro Referral will not directly participate in the resolution of any disputes between Consumers and Pros (collectively "Users") and is not responsible for disputes, claims, losses, injuries or damage of any kind that might arise out of or relate to conduct of Users.
7.2 Relationship Between Pros and Consumers. CONSUMER IS SOLELY RESPONSIBLE FOR ITS INTERACTIONS WITH PROS, INCLUDING THE TERMS AND CONDITIONS OF ANY CONTRACT ENTERED INTO BETWEEN CONSUMER AND PRO. CONSUMER’S RIGHTS UNDER CONTRACTS YOU ENTER INTO WITH PROS ARE GOVERNED BY THE TERMS OF SUCH CONTRACTS AND BY APPLICABLE FEDERAL, STATE, PROVINCIAL AND LOCAL LAWS, INCLUDING WITHOUT LIMITATION, STATE LAWS RELATING TO HOME IMPROVEMENT CONTRACTS. SHOULD YOU HAVE A DISPUTE WITH ANY PRO, YOU SHOULD ADDRESS SUCH DISPUTE WITH THE PROS DIRECTLY. PRO REFERRAL IS NOT A PARTY OR THIRD-PARTY BENEFICIARY TO THE CONTRACTS BETWEEN CONSUMERS AND PROS.
In exchange for the referral service provided by Pro Referral and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, you expressly agree to forever release and discharge Pro Referral, its officers, directors, affiliates, parent and subsidiarycompanies, employees and agents from any claims, demands, causes of action, losses and damages (direct and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way relating to your agreement with Pro and any work or services performed by Pro. If you are a California resident, you waive California Civil Code Section 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."
9. No Warranties
PRO REFERRAL MAKES NO REPRESENTATION ABOUT THE SUITABILITY OF THE CONTENTS OR SERVICES OF THIS WEBSITE FOR ANY PURPOSE. PRO REFERRAL DOES NOT PROMISE THAT THE WEBSITE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT IT WILL PROVIDE SPECIFIC RESULTS FROM USE OF THE WEBSITE OR ANY CONTENT, SEARCH OR LINK ON IT. THE WEBSITE AND ITS CONTENT ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. PRO REFERRAL CANNOT ENSURE THAT ANY FILES YOU DOWNLOAD FROM THE WEBSITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. PRO REFERRAL SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THIS WEBSITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THIS WEBSITE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH THIS WEBSITE. PRO REFERRAL SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. PRO REFERRAL MAKES NO GUARANTEES OF ANY SPECIFIC RESULT FROM USE OF THIS WEBSITE. YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK.
10. Limitations of Liability
IN NO EVENT SHALL PRO REFERRAL, its officers, directors, affiliates, parent OR SUBSIDIARY companies, employees AND/OR agents BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, GENERAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATING TO (1) THE USE OF, CONTENT IN, DELAY OR INABLITY TO USE, OR OTHERWISE ARISING IN CONNECTION WITH THIS WEBSITE, (2) THE CONDUCT OF A USER, PRO OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, PROPERTY DAMAGE, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. PRO REFERRAL IS NOT LIABLE FOR ANY LOST DATA RESULTING FROM THE OPERATION OF THE WEBSITE. PRO REFERRAL EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTY USERS, PRO REFERRAL USERS, ADVERTISERS AND/OR SPONSORS ON THE WEBSITE, IN CONNECTION WITH THE WEBSITE OR OTHERWISE RELATED TO YOUR USE OF THE WEBSITE. BY USING THE WEBSITE, YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE WEBSITE. TO THE EXTENT YOUR STATE DOES NOT ALLOW THE LIMITATION OF CERTAIN TYPES OF DAMAGES, PORTIONS OF THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
11. Content on Website
11.1 Proprietary Rights. This Website and the material within it, with exception of User Content as defined below, are © 2012 Homer TLC, Inc. ("Homer TLC"). Viewing this Website creates a copy of Pro Referral materials in your computer's random access memory and/or your hard drive and/or in your proxy server. The Website contains the copyrighted material, trademarks, service marks, logos and other proprietary information (the "Intellectual Property") of Homer TLC and Pro Referral. Nothing on this Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Intellectual Property displayed on the Website, without the prior written permission of the Intellectual Property owner. Other product and company names mentioned in this Website may be the Intellectual Property of their respective owners.
11.2 Copyright Policy. Except for that information which is in the public domain, you may not post, copy, modify, publish, transmit, distribute, perform, display, sell or reproduce in any way any Intellectual Property without obtaining the prior written consent of the owner of such Intellectual Property. Pro Referral can remove any User Content you post on the Website that violates this statement. If you believe that your work has been copied and posted on the Website in a way that constitutes infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the interest; (2) a description of the work that you claim has been infringed; (3) a description of where the material that you claim is infringing is located on the Website; (4) your address, telephone number, and email address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the owner or authorized to act on the owner's behalf. Copyright Agent for notice of claims of infringement can be reached as follows: Pro Referral, Inc., Attention: Legal, 4000 East 3rd Street, 3rd Floor, Foster City, CA 94404.
11.3 Content. Users may post information, reviews, comments, messages, photos, profiles; send emails, e-cards and other communications; and submit materials, suggestions, ideas, comments, questions, or other information (collectively "User Content"), so long as the User Content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You agree that all of the User Content and information posted on the Website (including any ratings, reviews and/or other User Content posted by you), is the sole and exclusive property of Pro Referral. The reviews and ratings that You provide do not reflect the views of Pro Referral. Pro Referral reserves the right (but not the obligation) to remove, change or edit such User Content in its sole discretion.
11.4 Reliance on Content, Etc. Opinions, advice, statements, reviews, offers, or other information or User Content made available through the Website, but not directly by Pro Referral, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such User Content. Pro Referral does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Website; or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Website. Under no circumstances will Pro Referral or its affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Website or transmitted to or by any Users.
11.5 Documents and Information Available on this Website. Permission to use documents (such as press releases, datasheets, content, informational items and FAQs) created using the contents of the Website is granted only if (1) the Copyright Policy above and this paragraph are included with such documents, (2) use of such documents from the Website is for your informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any documents are made. Use for any other purpose without the express written permission of Pro Referral is expressly prohibited, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Documents specified above do not include the design or layout of the Pro Referral Website or any other Pro Referral owned, operated, licensed or controlled site (the "Pro Referral Websites"). Elements of Pro Referral Websites are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from any Pro Referral Website may be copied or retransmitted unless expressly permitted in writing by Pro Referral.
11.6 Information You Provide to Pro Referral. Upon using or registering for an account on the Website, you will be prompted to disclose certain information about yourself and your service needs if you request services. Some of this information will be sent to Pros, who will use this information to respond to you. By providing this information to Pro Referral, or by submitting a Pro Request, you are requesting, and you expressly consent to having details of your Pro Request sent to Pros. You further consent to Pro Referral's use and display on the Website of anonymous data records compiled from information collected from your Pro Request, including your first name and the nature of the services you requested in your city. Such information helps other Consumers and Pros evaluate and utilize Pro Referral’s services.
You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account.
In the event that you provide Pro Referral with any feedback regarding the Pro Referral service or the Website, including without limitation, any flaws, errors, bugs, anomalies, problems with and/or suggestions for the service or the Website ("Feedback"), such Feedback will be the property of Pro Referral who shall have the right to use such Feedback and related information in any manner Pro Referral deems appropriate.
11.7 Content Posted by You on the Website. You understand and agree that Pro Referral may review, edit, change and/or delete any User Content in its sole discretion. By posting User Content to any public area of the Website, you automatically grant, and you represent and warrant that you have the right to grant, to Pro Referral, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, royalty-free, fully paid, fully sublicensable, worldwide license to use, copy, perform, sell, rent, lease, display, reproduce, adapt, publish, translate, modify and distribute such information and User Content and to prepare derivative works of, or incorporate into other works, such information and User Content throughout the world in any media, and to grant and authorize sublicenses of the foregoing. You further represent and warrant that public posting and use of your User Content by Pro Referral will not infringe or violate the rights of any third party. You grant Pro Referral and sublicensees the right to use the name that you submit in connection with such content, if they choose. Pro Referral takes no responsibility and assumes no liability for any content posted by User or any third party.
You are solely responsible for the User Content that you post on the Website or transmit to other users of the Website, including without limitation to Pros. You will not post on the Website, or transmit to other Users, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive or illegal material, or any material that infringes or violates another party's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You will not provide inaccurate, misleading or false information to Pro Referral or to any other user of the Website. If information provided to Pro Referral, or another user, subsequently becomes inaccurate, misleading or false, you will promptly notify Pro Referral in writing of such information.
The following is a partial list of the kind of User Content that is illegal or prohibited on the Website. Pro Referral reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Website and terminating the membership of such violators. It includes, but is not limited to, User Content that:
· is patently offensive to the online community, such as User Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
· harasses or advocates harassment of another person;
· involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing or "spamming";
· promotes information that you know is false or misleading;
· promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
· promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
· contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
· provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18;
· provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
· solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
· engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes; and
· violates state and/or local consumer protection laws.
Your use of the Website, including but not limited to the User Content you post on the Website, must be in accordance with all applicable laws and regulations. All information you include in your account information must be accurate, current and complete. Pro Referral reserves the right to investigate and terminate your membership if you have misused the Website, or behaved in an inappropriate, unlawful or illegal manner.
You acknowledge that a violation of the foregoing User Content provisions could result in significant damages to Pro Referral, and you agree that you are liable to Pro Referral for any such damages. Pro Referral reserves the right to revoke your access to the Website and services at any time and for any reason. With exception of information that is generally accessible to the public, all information about Pros is confidential and for your personal use only. If it is determined or suspected by Pro Referral in its sole discretion that you are misusing or attempting to misuse or circumvent the Pro Referral services or system, or are using or attempting to use them for any inappropriate, non-personal, or commercial purposes, including but not limited to activities such as hacking, infiltrating, fraud, advertising, jamming or spamming, Pro Referral reserves the right, in its sole discretion, to immediately terminate your access without notice and to initiate without notice appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to direct and consequential damages, lost revenue, repairs, legal fees, costs and expenses, and to seek specific performance, injunctions or other equitable remedies.
11.8 Modifications to Website. Pro Referral reserves the right at any time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. You agree that Pro Referral shall not be liable to you or to any third party for any modification, suspension or temporary or permanent discontinuance of the Website.
11.9 Blocking of IP Addresses. In order to protect the integrity of the Website, Pro Referral reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Website.
11.11 Disclaimers. Pro Referral is not responsible for any incorrect or inaccurate content posted on the Website or in connection with the Website, whether caused by Users of the Website, or by any of the equipment or programming associated with or utilized in the Website. Pro Referral is not responsible for the conduct, whether online or offline, of any Consumer, Pro or other third-party users of the Website. Pro Referral assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User input. Pro Referral is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Website or combination thereof, including injury or damage to Users or to any other third party computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Website. Under no circumstances will Pro Referral or any of its affiliates, advertisers, promoters or distribution partners be responsible for any loss or damage, including personal injury, death or property damage, resulting from anyone's use of the Pro Referral Websites, any content posted on the Website or transmitted to Users, or any interactions between Users of the Website, whether online or offline. The Pro Referral Website is provided "AS-IS" and Pro Referral expressly disclaims anywarranty of fitness for a particular purpose or warranty of non-infringement. Pro Referral cannot guarantee and does not promise any specific results from use of the Pro Referral Website.
In addition to the preceding paragraph and other provisions of this Agreement, any advice that may be posted on the Website is not intended to replace or substitute for any professional financial, medical, legal, or other advice. Pro Referral makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Website.
11.12 Links. The Website may provide, or third parties may provide, links to other World Wide Web sites or resources, including, by way of example, the placement of a widget or live feed from a customer ratings website. Because Pro Referral has no control over such sites and resources, you acknowledge and agree that Pro Referral is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Pro Referral shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such site or resource.
12. Termination of Account
This Agreement will remain in full force and effect while you use the Website and/or are a Consumer of Pro Referral. You may terminate your account at any time, for any reason. To cancel an account, please send a written notice of termination to Red Beacon, Inc., 4000 East 3rd Street, 3 rd Floor, Foster City, CA 94404 or email notice of termination to email@example.com. If you terminate your account, your account will be disabled within 14 days. Pro Referral may terminate your account or this Agreement at any time, with or without cause, by sending notice to you at the email address you provide in your account registration, or such other email address as you may later provide to Pro Referral, or at your physical address or addresses provided to Pro Referral. All decisions regarding the termination of accounts shall be made in the sole discretion of Pro Referral. Pro Referral is not required to provide you notice prior to terminating your account. Pro Referral is not required, and may be prohibited, from disclosing a reason for the termination of your account.
13. Pro Referral Customer Care Representative
Pro Referral may provide assistance and guidance through customer care representatives. When communicating with our customer care representatives, you may not to be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive or otherwise behave inappropriately. If we feel that your behavior toward any of our customer care representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your membership. You acknowledge and agree that Pro Referral may monitor and/or record any telephone calls between you and Pro Referral.
14. Jurisdiction and Choice of Law
If there is any dispute arising out of this Agreement or the use of the Website, by using the Website you expressly agree that any such dispute shall be governed by the laws of the State of Georgia, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the Superior Court of Cobb County, Georgia or U.S. District Court for the Northern District of Georgia, Atlanta Division, for the resolution of any such dispute.
15. Dispute Resolution
At the sole option of Pro Referral, any claim, dispute or controversy arising out of, relating to or concerning in any way the Agreement or use of the Website shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its commercial arbitration rules. The decisions of the arbitrators shall be binding and conclusive upon all parties involved, and judgment upon any arbitration award may be entered by any court having competent jurisdiction. Each party shall bear its own costs, fees, and expenses associated with any arbitration, except that the parties agree to split equally the costs and expenses of the arbitrator/AAA. Pro Referral may elect, in its sole discretion, not to use arbitration for any individual claim. IF ARBITRATION IS CHOSEN BY PRO REFERRAL WITH RESPECT TO A CLAIM, YOU WILL NOT HAVE THE RIGHT TO LITIGATE THE CLAIM IN COURT, HAVE A JURY TRIAL, OR ENGAGE IN PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED FOR BY THE AAA COMMERCIAL ARBITRATION RULES. FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE IN ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION.
Consumer agrees to indemnify, defend and hold harmless Pro Referral, its parents, subsidiaries, affiliates, officers, agents, and other partners and employees, from and against any loss, liability, claim, demand or suit, including reasonable attorney's fees, resulting from or arising out of any act or omission of Consumer, except to the extent such loss is caused by Pro Referral’s sole negligence. It is agreed that with respect to any legal limitations now or hereafter in effect and affecting the validity and enforceability of Consumer’s obligation under this Indemnification clause, such legal limitations are made a part of Consumer’s obligation to the minimum extent necessary to bring this Indemnification clause into conformity with the requirements of such limitations, and as so modified, Consumer’s obligation shall continue in full force and effect.
17. No Third Party Beneficiaries
Except as otherwise set forth expressly herein, nothing contained in this Agreement, express or implied, is intended to confer upon any person or entity, other than Pro Referral and the Consumer, any benefit, right or remedy.
The following provisions shall survive the abandonment, expiration or termination of the Agreement: Agreement with Pro, No Warranty or Endorsement, Interactions and Disputes with Pros, Release, No Warranties, Limitations of Liability, all provisions in the Content on Website section, Disclaimers, Jurisdiction and Choice of Law, Dispute Resolution, Indemnification, No Third Party Beneficiaries, Survival, and any other representations, guarantees and warranties of Consumer or provisions of this Agreement which obligate the Consumer after the abandonment, expiration or termination of this Agreement shall be deemed to survive such abandonment, expiration or termination.