Last updated as of 09/28/2022.
THIS AGREEMENT SETTLES THE LEGAL RELATIONSHIP BETWEEN REFERRERS AND Refer.Dev AND DEFINES THEIR RIGHTS, OBLIGATIONS AND WARRANTIES HEREUNDER. IF THE REFERRER WANTS TO RECEIVE Refer.Dev SERVICES, IT HAS TO ACCEPT AND COMPLY WITH THIS AGREEMENT.
This Referrer Agreement (the "Agreement”) is concluded between DomainOptions, Inc., registered and acting under the laws of, Nevada, USA (“we”, “us”, “our”, or Refer.Dev), on the one hand, and an individual, individual entrepreneur or legal entity (the “Referrer”, “you”, “your”), who has registered an Account on the Platform in order to receive our Services, on the other hand. Refer.Dev and the Referrer shall be together referred to as the "Parties", and each separately as the "Party".
This Agreement shall be interpreted in conjunction with our Terms of Use.
1. Definitions
1.1. “Platform” shall mean the online service Refer.Dev located on the website https://refer.dev/, including its subdomains, through which the Referrer may receive Services under the Terms of Use and this Agreement.
1.2. “Services” shall mean access to the functionality of the Platform after registration of an Account, e.g. posting Recommendations.
1.3. “Vacancy” shall mean an announcement on the search for service providers to participate in the Customer’s project, which contains requirements to a Specialist and terms of a Reward payment.
1.4. “Specialist” shall mean a person who is a specialist in a certain area and whose contact details and CV are provided in a relevant Recommendation.
1.5. “Referrer” shall mean an individual, individual entrepreneur or legal entity who signs up to the Platform to provide Recommendations and receive other Services.
1.6. “Customer” shall mean an individual entrepreneur or legal entity who signs up to the Platform to place Vacancies and receive other Services.
1.7. “Recruiter” shall mean an individual who is authorized by the Customer to act on its behalf.
1.8. “Seeker” shall mean collectively the Customer and Recruiter.
1.9. “Recommendation” shall mean a recommendation containing contact details and CV of a Specialist provided by the Referrer to the Seeker under the corresponding Vacancy.
1.10. “Successful Recommendation” shall mean a Recommendation that is accepted by the Seeker and under which a Reward is due in accordance with Vacancy terms.
1.11. “Reward” shall mean financial remuneration to the Referrer for Successful Recommendation.
1.12. “Account” shall mean a unique account established by the Referrer to enable access and use of the Platform and Services.
2. General Provisions
2.1. This Agreement is addressed by Refer.Dev to Referrers who intend to receive the Services and constitutes a legally binding agreement between you and Refer.Dev governing your use of the Platform.
2.2. This Agreement is a public contract and offer. This Agreement is at the same time an adhesion agreement, which means that its provisions are the same for all Referrers and could not be changed by the Referrers.
2.3. Each of the Parties represents and warrants to the other Party that it has all the rights and powers necessary and sufficient to conclude this Agreement and fulfil its terms.
2.4. The up-to-date version of this Agreement is published on the Platform. You shall familiarize yourself with the terms of this Agreement prior to accepting it and using our Platform and Services. Acceptance of the terms of this Agreement shall mean your full and unconditional consent with all the terms of the Agreement without any exceptions or restrictions.
2.5. This Agreement is considered to be concluded (accepted) after you perform the following actions in combination:
- familiarize with the terms of this Agreement on the website;
- register an Account on the Platform.
3. Subject Matter
3.1. Under this Agreement Refer.Dev provides you with the Services through the Platform on the terms specified herein.
3.2. All currently existing Services as well as any new or updated ones are subject to this Agreement. You understand and agree that all Services are provided on an "as is" basis and that we are not responsible for any delays, failures, incorrect or late delivery, deletion or failure to save any personal information.
3.3. You understand that we reserve the right from time to time to change or amend the Platform functionalities that may affect the scope, as well as all other features of the provided Services.
4. Services Provision
Account Registration and Maintenance
4.1. You shall sign up to Refer.Dev to obtain our Services. The Account registration process is described in the Terms of Use. By signing this Agreement, you confirm that you are acquainted with the terms of registration and maintenance of your Account.
4.2. You may use our Services after complete registration that includes verification of the Referrer by sending an appropriate confirmation link to its e-mail address that it shall follow.
4.3. You are solely responsible for the security of your Account credentials and for the activities that occur with your Account. We are not liable for any damage caused by unauthorized use of your Account. All actions in the Referrer’s Account performed using its credentials are considered performed by the Referrer. In the event of a security breach or unauthorized access to your Account, you shall inform us immediately.
4.4 You may delete your Account in Account settings at any time at your discretion. Please note that the deletion of your Account does not automatically cause the deletion of Recommendations you have previously sent to the Seeker since we provide an access to Recommendations until the Vacancy is closed.
Recommendation
4.5. If you read a Vacancy and consider you may provide a suitable Recommendation, you may post it by clicking on the appropriate button on the Vacancy page.
4.6. You may choose to communicate with the Recruiter on the Vacancy details first and then make details of your Recommendation accessible to the Recruiter.
4.7. The Recruiter who moderates the relevant Vacancy sets the status of a Recommendation and the Referrer gets related notifications in its Account.
4.8. You are prohibited from overloading our infrastructure by posting an excessive amount of Recommendations or posting one Recommendation in reply to an enormous amount of Vacancies. If we detect such activity, we reserve the right to block or delete your Account, or to suspend your access to Services at our discretion.
4.9. When you post a Recommendation, you represent and warrant that you have the right and title to disclose personal data it contains and will bear all the responsibility for any breach of privacy or other laws and infringement of third-party rights.
Direct Messages
4.10. The Referrer and Recruiter may communicate via the direct messages service under relevant Vacancy, e.g., to discuss Vacancy details. You may start a conversation upon posting a Recommendation.
4.11. Your message thread is non-public. We do not monitor your message thread, but you shall comply with the following rules:
do not use offensive, discriminatory, hostile language;
do not spam the Recruiter;
do not send messages that violate this Agreement, Terms of Use, applicable law or infringe third-party rights.
4.12. We strongly advise you to communicate with other users within the Platform only. Please be aware that any communication outside the Platform will not be accepted as relevant proof that you have reached an agreement on certain Vacancy terms. If any dispute arises with us or between you and the Seeker, only information contained in the message thread on our Platform will be taken into consideration.
5. Reward
5.1. You are entitled to get a Reward once the relevant result has been reached under the terms of a particular Vacancy. A Reward is due when a Recommendation becomes a Successful Recommendation, which means one of the following, non-exclusively:
a Specialist that you recommended attends an interview or other form of verification of its skills, or
a Specialist that you recommended accepts an offer to provide services to the Customer;
a Specialist that you recommended successfully passes a probation period (up to 3 months) etc.
In every case, the conditions under which a Reward is payable are specified in a Vacancy.
5.2. You understand and agree that we are not and shall not be responsible for any act or omission of the Seeker, including non-performance of its payment obligation. There could be a case when the Reward is not transferred to the Platform by the Seeker even if the Recommendation becomes a Successful Recommendation. In such a case, we are unable to transfer a Reward to your Account balance (“Balance”). We are not and shall not be liable for such a situation.
5.3. Refer.Dev will transfer a Reward to your Balance within 30 days after the Seeker transfers a Reward to the Platform’s bank account in full.
5.4. You understand and agree that a Reward can be transferred from your Balance to the IBAN that you specified during registration only if the Balance is equal to or exceeds 100 USD (unless another higher Threshold Amount is set in your Account settings).
5.5. Transfer of a Reward is made by wire transfer to your IBAN within 30 calendar days following the last day of a month in which a Balance meets the requirements set out in clause 5.4, unless otherwise agreed by the parties.
5.6. In the event you delete your Account, the sum of Rewards on your Balance, regardless of its size, will be transferred to your IBAN within 30 calendar days following the last day of a month in which your Account was deleted.
5.7. All Rewards are paid in USD. A Reward is a payment for a Recommendation only and can not be considered as a commission of a (commercial) agent, a remuneration of a representative or any payment of another nature not provided for herein.
5.8. All amounts of Rewards are subject to taxes. You shall pay all the taxes and other obligatory payments from the Reward on your own cost and behalf, depending on your taxation system. We are not and shall not be responsible for any non-payment or late payment of taxes by you in this case.
5.9. You understand and agree that a Reward will not be paid to you if:
a Specialist recommended by you independently registered on the Platform and applied to the same Vacancy, regardless of whether your Recommendation was posted earlier;
two or more Referrers have posted Recommendations for the same Vacancy with the same Specialist, and your Recommendation has not received the “under consideration” status first.
5.10. You understand and acknowledge that Rewards are to be transferred to your bank account in accordance with bank details you provide. If we do not receive your bank details, we will be released from the obligation to transfer a Reward. If you provide inaccurate bank details, or do not inform us properly of changes to your bank details, you will bear all the consequences (in particular, the payment of commissions and any other payments). In this case, we are not liable for the loss of a Reward or its transfer to the wrong bank account.
5.11. We are not and shall not be liable for the late transfer of a Reward if such delay is caused by a breach of the respective Seeker’s obligations or the late provision of your bank details.
5.12. We are not responsible for non-transfer of a Reward if this happened due to the failure to provide or late provision of your bank details.
5.13. You understand and acknowledge that if you are a full-time recruiter of a software development company other than the Customer company, you cannot recommend candidates without the permission from your manager.
5.14. By accepting this Agreement, the Referrer confirms that it understands these provisions and will not make any claims in the event of non-transfer or late transfer of a Reward under the terms of clauses 5.2, 5.9, 5.10, 5.11, 5.12 and 5.13 hereof.
6. Rights and Obligations
6.1 Your rights:
to use the Platform and receive the Services under the terms of this Agreement and Terms of Use;
to get a Reward as specified herein;
to be informed in a timely manner about the provision of the Services procedure and any changes to it;
to contact us via means available on the Platform regarding your use of the Platform and Services, as well as any other issues, including technical ones.
to send information to the administration of the Platform on the facts of violation by other users of this Agreement, Terms of Use or applicable law.
6.2. Your obligations:
to use the Services according to the terms specified herein, Terms of Use and only for lawful purposes;
not to provide Recommendations with information that you are not authorized to disclose or that otherwise infringes third party rights;
to comply with the terms on confidentiality and intellectual property, and with other requirements hereof;
to treat our representatives, as well as other users of the Platform, in a courteous and correct way prior to, during and after receiving the Services;
not to take any actions that affect the normal operation of the Platform, including not to use any devices, programs, procedures, algorithms and methods, automatic devices or equivalent manual processes to access or otherwise use any part of the Platform without authorization;
not to take actions aimed at gaining access to other users’ Accounts by hacking or other actions.
6.3. Our rights:
to suspend, restrict or terminate your access to your Account or the Services and unilaterally refuse to perform this Agreement at any time, without liability for any damage that may be caused to you by such actions in case of:
violation of the terms of this Agreement, Terms of Use or applicable law;
committing actions that have caused or are capable of causing damage to the business reputation of the Platform or any third party;
committing other actions that have caused or are capable of causing damage to the Platform or any third party;
6.4. Our obligations:
to provide the Services to you under the terms specified herein, Terms of Use and applicable law;
to ensure proper quality and proper conditions for the provision of Services to you;
to transfer you a Reward as specified in section 5 hereof.
7. Representations and Warranties
7.1. You understand and agree that the publication of a Recommendation to a Vacancy is not a guarantee that the Seeker will accept it and that you will get a Reward.
7.2. You understand and agree that we reserve the right to request you to changeyour Recommendation if it violates this Agreement, Terms of Use, applicable law or is otherwise inappropriate at our sole discretion.
7.3. When publishing a Recommendation, you guarantee that you have all the rights and title to disclose the information it contains and you are solely responsible for any violation of third-party rights that may occur due to such disclosure.
7.4. When using our Platform and Services, you agree not to violate applicable law and, nor to circumvent or try to circumvent the terms and rules set out herein and in Terms of Use. If we reasonably believe you are doing so, we reserve the right to suspend your use of the Services or block/delete your Account without being liable for any damages that such actions may cause.
7.5. You understand and agree that:
we and the Seeker are completely independent and do not influence each other's activities;
we are not responsible for the performance of the Seeker’s obligations;
we are not a party to the relationship between the Seeker and the Referrer. All communication is between the Seeker and the Referrer, and we only provide the functionalities for placing Vacancies and publishing Recommendations.
8. Intellectual Property
8.1. All content, documentation, software, design, databases, and information ("objects") that are part of the Platform and may be provided by us to you in the process of using the Services are the intellectual property of Refer.Dev or our licensors and protected international copyright laws, trademarks, patents and other relevant laws. You undertake not to change, sell, distribute, or otherwise transfer such objects to third parties without our written consent, including, but not limited to, not create derivative objects. Any use of objects other than permitted in this Agreement, without our written consent is illegal and may cause legal proceedings.
9. Confidentiality
9.1. If in the process of receiving the Services you gain access to confidential information of Refer.Dev, you are obliged not to disclose it to any third parties without our prior written consent. The terms of confidentiality are valid for the entire term of this Agreement and for 3 (three) years after its expiration or termination regardless of the reasons.
9.2. You are responsible for the safety of your Account and the security of your login credentials and shall not take any actions to unlawfully access the other user’s Account. We shall not be liable for and shall not indemnify any damages and losses related to any actions you take with the use of your login credentials.
10. Liability of the Parties
10.1. The Parties are liable for non-performance or improper performance of obligations under this Agreement.
10.2. The Referrer is solely responsible for any of actions in its Account, both wilful and negligent, as well as for any actions of persons using its Account, including those that violate the law and cause any damages or losses. The Referrer shall be liable for any wrongful acts and/or omissions of persons using its Account that have caused any loss to the Platform, including damage to business reputation, and shall indemnify us for such losses.
10.3. We are not and shall not be liable for damages to any third party or the Referrer caused by actions in the Referrer’s Account, including actions of persons using its Account, including in case of disclosure, loss by the Referrer or theft of its credentials or any other data.
10.4. We are not liable to the Referrer or any third parties for any direct and/or indirect damages, including lost profits or lost data, dignity or business reputation incurred in connection with its use of the Services, or the impossibility of its use, or unauthorized access to its Account or communications by third parties.
10.5. In the event of claims by third parties, including other users of the Platform, or by Specialists the Referrer has recommended, against Refer.Dev related to the use of the Services by the Referrer, the Referrer undertakes, on his own and at his own expense, to settle these claims with third parties, protecting the Refer.Dev from possible losses and disputes, or to act on the Refer.Dev's side in such disputes, as well as to reimburse all damages and losses (including court costs) caused to us in connection with claims related to the Referrer’s activities on the Platform.
10.6. In all cases, if the Referrer violates terms on confidentiality and/or intellectual property rights specified in this Agreement, it is obliged to reimburse all damages and losses caused to us in connection with such violation.
10.7. Limitation of Liability. Notwithstanding the terms of limited liability set forth in the Terms of Use, Refer.Dev is not responsible:
for the information posted or uploaded by the Referrers and other users within the Platform;
for violation of third-party privacy rights by the publication of Recommendations without authorization to disclose personal data.
10.8. Any actions on the Platform that bypass the rules of the Platform, including exchange data and contacts without posting Vacancies and/or providing Recommendations shall be considered violation of this Agreement.
10.9. Refer.Dev reserves the right to suspend the Referrer’s access to the Platform, its Account or Services at any time in case of detection of its improper activity, violation of this Agreement, Terms of Use or applicable law, or to carry out operational, regulatory, legal or other actions.
11. Force Majeure
11.1. The Parties are fully or partially released from liability for non-performance or improper performance of the terms of this Agreement, which occurred because of force majeure as an obstacle of inevitable force that prevents the Parties from fulfilment of their obligations under this Agreement. In Particular, Refer.Dev is not responsible to the Referrer for restricting access to the Platform and/or Services, if these restrictions arose due to force majeure circumstances that arose after the conclusion of this Agreement.
11.2. Obstacles of inevitable force (force majeure) include without limitation, any extraordinary events, namely war or military actions, epidemics/pandemics, fires, natural disasters, accidents in the power supply networks, amendments of the current legislation that are able to prevent the Party from the fulfilling of obligations hereunder or cause changes to pricing and performance procedure, as well as any other events that may be recognized by the court as an obstacle of inevitable force.
11.3. The Party for which it has become impossible to perform this Agreement due to force majeure, shall notify the other Party no later than 10 (ten) calendar days from the date of occurrence of such circumstances.
11.4. In all cases of force majeure, the term of obligations fulfilment under this Agreement shall be extended for the period of such force majeure.
12. Disputes
12.1 In case any claim or dispute (hereinafter – “Dispute”) arises, the Parties agree to resolve it amicably. The Parties shall make all reasonable efforts to reach a resolution within 2 weeks after the Dispute has been identified by either Party. All disputes arising out of or relating to this Agreement, which cannot first be resolved by mutual consideration, shall be settled by the respective court of Nevada, USA.
12.2 All the Disputes arising from any act or omission of the other user shall be settled between you and such other user directly. We do not take part in Disputes (including litigation) between the users of the Platform, as well as when any third party is a party to such dispute.
12.3. Class action restrictions set forth in the Terms of Use are applicable to this Agreement.
13. Miscellaneous
13.1 On all issues not settled by this Agreement the Parties shall be governed by the laws of Nevada, USA.
13.2. Term and Termination
This Agreement shall come into force from the moment you complete the actions specified in clause 2.5. herein, and shall remain in full force and effect as long as you continue to access or use our Platform and Services.
We reserve the right to suspend, limit or terminate all or a portion of your access to our Services or close your Account at any time without prior notice, if we determine that you violate or fail to comply with this Agreement, our Terms of Use or applicable law. All provisions of this Agreement, which, by their nature, should survive termination, shall survive termination.
You have the right to terminate this Agreement at any time by terminating the use of the Platform and deleting your Account.
13.3. Changes to this Agreement
Changes and/or additions to the Agreement are made unilaterally by us. The date of entry into force of changes and/or additions to this Agreement is the date of publication of these changes and/or additions on the Platform, unless otherwise specified by us. We will place a notification of changes on the Platform or send you a notification of changes to your e-mail address not later than 5 (five) days prior to such change.
If you do not agree with the changes and/or additions, you shall immediately stop using our Platform and Services and terminate the Agreement within 7 (seven) days from the moment you learn or have a possibility to learn about the relevant changes. Non-termination of Agreement and continuing use of our Platform and Services indicates your consent to the changes to Agreement.
13.4. Personal data
We collect some personal data to provide you with the best user experience and make our Platform and Services available to you. Our Privacy Policy is published via the following link: https://refer.dev/en/privacy-policy and regulates collecting and processing of your personal data regarding the use of our Platform and Services.
We use cookies as well. Cookies are small pieces of data stored on your computer by your web-browser. We use cookies so you can get better user experience.
13.5. While using the Platform, you may follow the links available on the Platform to the websites of third parties. In this case, we do not control and are not responsible for your relations with third parties and for the content of third-party websites that may be accessible through our Platform. You are solely obliged to familiarize yourself with the privacy policies and terms of use of such third-party websites.
14. Contact Us
You may contact us with any questions you have regarding our Platform or Services via the means of communication available on the Platform, including “Contact Us” form or e-mail address admin@refer.dev.