Reffie Professional Services Agreement
Version 1.0 – Effective January 1, 2026.
This Reffie Professional Services Agreement ("Agreement") governs Reffie’s provision of professional services to Customer. This Agreement is entered into between Reffie ("Reffie," "Provider," "we," "our," or "us") and the customer agreeing to these terms ("Customer"). Reffie and Customer may each be referred to as a "Party" and collectively as the "Parties."
This Agreement becomes effective on the date Customer signs an Order Form or Quote referencing this Agreement, or otherwise engages Provider to perform the Services (the "Effective Date"). By signing an Order Form, accepting a Quote, clicking to accept, or otherwise engaging Provider to perform the Services, Customer agrees to this Agreement.
1. Service
1.1 Performance of Services. During the Subscription Period and subject to the terms of this Agreement, Provider will perform the Services described in the Order Form using commercially reasonable efforts. Provider will assign a representative (a "Reffie Representative") to perform the Services for each Covered Property. Provider may use its proprietary customer relationship management software, artificial intelligence tools, automation, and other technologies (collectively, "Provider Tools") to assist in delivering the Services. If a Customer Affiliate enters a separate Order Form with Provider, the Customer’s Affiliate creates a separate agreement between Provider and that Affiliate, where Provider’s responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible for its Affiliates’ agreement.
1.2 Scope and Role of Provider. Provider performs the Services as an independent contractor and communicates with prospective renters on Customer’s behalf using information and instructions provided by Customer. Provider is not a real estate broker, leasing agent, property manager, or fiduciary of Customer, and nothing in this Agreement creates any such relationship. Provider will not: (a) show units or conduct in-person tours; (b) screen, qualify, or approve applicants; (c) negotiate, modify, or execute lease agreements; (d) collect rent, deposits, or other payments from renters; or (e) make any binding representations, commitments, or warranties to prospective renters on Customer’s behalf. The Services are intended to supplement, not replace, Customer’s leasing operations.
1.3 Customer Instructions and Approvals. Provider will perform the Services in accordance with Customer’s reasonable written instructions and the messaging templates, scripts, and content approved by Customer. Provider may rely on information, instructions, and approvals provided by Customer without independent verification. Customer is solely responsible for the accuracy, legality, and currency of all property information, pricing, availability, photos, eligibility criteria, and other content it provides to Provider.
1.4 Reporting. Provider will provide Customer with periodic performance reporting regarding the Services. The form, content, and frequency of such reporting are determined by Provider in its reasonable discretion and may change from time to time.
1.5 Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback "AS IS". Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, enhance, and promote Provider’s products and services without restriction or obligation. However, Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer.
1.6 Customer Content. "Customer Content" means property information, photos, videos, branding, pricing, availability, eligibility criteria, messaging templates, and other data, information, or materials submitted by or on behalf of Customer to Provider for use in the Services. Provider may copy, display, modify, distribute, and use Customer Content only as needed to perform the Services and related obligations, including to publish Customer Content on a Platform and to transmit Customer Content in communications with prospective renters. Customer is responsible for the accuracy and content of Customer Content.
1.7 Machine Learning. Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Provider’s products and services, including third-party components of the Services, and Customer authorizes Provider to process its Usage Data and Customer Content for such purposes. However, (a) Usage Data and Customer Content must be aggregated, de-identified, or anonymized before they are used for these purposes, and (b) Provider will not publicly disclose Customer-identifiable or individually identifiable data except as required by Applicable Laws. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight.
1.8 Service Outputs. "Service Outputs" means the listings, advertisements, lead communications, follow-up messages, reports, and other materials created by Provider in performing the Services. Service Outputs incorporate and depend on the Provider Tools, and Provider’s rights in the Provider Tools are reserved as set forth in Section 11 (Reservation of Rights).
1.9 Lead Data. "Lead Data" means the contact information and communications of prospective renters collected by Provider in performing the Services for Customer. As between the parties, Customer owns the Lead Data for its Covered Properties. Provider will make Lead Data available to Customer during the Subscription Period and, upon Customer’s request, will provide an export of Lead Data within a reasonable time after termination. Following termination, Provider will cease all outreach and communications to Customer’s Lead Data within thirty (30) days.
1.10 No Performance Guarantees. Provider makes no representation, warranty, or guarantee regarding the number of leads generated, inquiries received, tours booked, applications submitted, leases signed, occupancy rates achieved, days on market, return on Ad Spend, or any other leasing outcome. Lead and leasing outcomes depend on many factors outside Provider’s control, including market conditions, property characteristics, pricing, availability, Customer’s responsiveness, and the policies and performance of third-party platforms. Provider provides the Services on a best-efforts basis and does not commit to any response time, service level, or uptime.
1.11 No Lead Exclusivity. A prospective renter lead is not exclusive to Customer. Provider does not warrant that Lead Data is unique to Customer or has not been, or will not be, generated for, disclosed to, or in contact with other customers of Provider or other multifamily operators. Prospective renters frequently inquire about multiple properties, and Provider has no obligation to suppress, route, or withhold leads based on a prospective renter’s prior or concurrent interaction with another customer of Provider. This Section 1.11 does not limit Customer’s ownership of Lead Data set forth in Section 1.9 (Lead Data).
1.12 Non-Exclusive Services. The Services are non-exclusive. Provider may perform the same or similar services for any other customer, including customers that compete with Customer, in the same geographic market or otherwise. Customer has no right of exclusivity, territory, or first refusal with respect to Provider’s services.
2. Restrictions & Obligations
2.1 Authority and Accurate Information. Customer represents and warrants that: (a) Customer has all rights, authority, consents, and licenses necessary to market, lease, and advertise each Covered Property and to authorize Provider to perform the Services with respect to each Covered Property; (b) all Customer Content and other information Customer provides to Provider is accurate, current, complete, and not misleading at the time provided; and (c) Customer will promptly update Provider when any such information changes, including pricing, availability, eligibility criteria, and amenities.
2.2 Fair Housing and Leasing Compliance. Customer is solely responsible for compliance with all Applicable Laws governing the marketing, advertising, leasing, and management of residential real estate, including the federal Fair Housing Act, the Americans with Disabilities Act, state and local fair housing laws, state landlord-tenant laws, and state and local real estate licensing and advertising rules. Customer is solely responsible for its tenant selection criteria, pricing, eligibility standards, occupancy policies, and all other policies governing prospective renters. Provider will perform the Services in accordance with Customer’s instructions and Customer-approved content and is not responsible for evaluating, validating, or independently determining the legality of Customer’s policies, instructions, or content. Customer will not provide Provider with any instructions, content, or criteria that would, if followed, cause Provider to violate any Applicable Laws, and Customer will indemnify Provider for claims arising from Customer’s instructions, policies, or content under Section 9 (Indemnification).
2.3 No Binding Representations. Provider’s communications with prospective renters are informational and facilitate scheduling and follow-up only. Provider is not authorized to, and will not, make binding representations, commitments, price quotes, availability confirmations, or lease terms on Customer’s behalf. Final approval of any lease, application, rental rate, move-in date, or other binding commitment to a prospective renter rests solely with Customer.
2.4 Platform Compliance and Third-Party Terms. The Services may rely on third-party websites, applications, or marketplaces, including social media marketplaces, through which Provider performs the Services on Customer’s behalf (each, a "Platform"). Customer authorizes Provider to act on Customer’s behalf on each Platform solely to perform the Services. Customer and Customer Content must comply with the applicable terms of service, advertising policies, and community standards of each Platform (collectively, "Platform Terms"). Customer is responsible for Customer Content’s compliance with Platform Terms. Provider has no responsibility or liability for: (a) any action, decision, suspension, removal, rate-limiting, or enforcement by a Platform, including account or listing suspension, advertising rejection, or changes in platform features, fees, or policies; (b) the availability, performance, or pricing of a Platform; or (c) any inability to perform the Services caused by a Platform’s action or inaction. Provider may, upon notice to Customer, suspend or modify the Services, or terminate the affected Order Form, if a Platform’s policies, enforcement actions, or changes make continued performance commercially impracticable.
2.5 Communications Consent. Customer represents and warrants that each prospective renter whose contact information is provided to or collected by Provider through the Services has provided the consents required by Applicable Laws for the communications contemplated by the Services, including the federal Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and state telemarketing, texting, and email laws. If Customer provides contact information collected outside the channels operated by Provider, Customer is solely responsible for obtaining and documenting the necessary consents. Provider will honor opt-out requests it receives and will maintain reasonable mechanisms for prospective renters to opt out of further communications. Customer will promptly forward to Provider any opt-out requests, complaints, or regulatory inquiries it receives regarding communications conducted by Provider.
2.6 Renter Complaints and Data Subject Requests. Each party will promptly notify the other of any material complaint, dispute, regulatory inquiry, or request from a prospective renter or governmental authority that relates to the Services, including any request to access, correct, delete, or restrict processing of personal information. The parties will cooperate in good faith to respond to such matters, with Provider handling technical response for Lead Data and communications it processes and Customer handling matters arising from Customer’s policies, content, or instructions.
2.7 Restrictions on Customer. Customer will not, and will not permit any third party to: (a) resell, sublicense, or otherwise make the Services available to any third party other than for Customer’s own Covered Properties; (b) use the Services or any Service Outputs to market or advertise properties not identified as Covered Properties; (c) reverse engineer, decompile, or attempt to derive the source code, structure, or ideas underlying the Provider Tools; (d) use the Services in violation of any Applicable Laws or Platform Terms; (e) submit Prohibited Data through the Services; or (f) interfere with or disrupt the integrity or performance of the Provider Tools or the Services.
2.8 Suspension. Provider may suspend performance of the Services with respect to any Covered Property, upon notice to Customer, if Customer (a) has an outstanding, undisputed balance for more than 30 days; (b) breaches Section 2.7 (Restrictions on Customer) or Section 3.2 (Prohibited Data); or (c) uses the Services in a manner that Provider reasonably believes violates Applicable Laws, Platform Terms, or the rights of any third party. Provider will lift the suspension when the conditions causing it are resolved.
3. Privacy & Security
3.1 Personal Data. Before submitting Personal Data governed by GDPR, Customer must enter into a data processing agreement with Provider. If the parties have a DPA, each party will comply with its obligations in the DPA, the terms of the DPA will control each party’s rights and obligations as to Personal Data, and the terms of the DPA will control in the event of any conflict with this Agreement.
3.2 Prohibited Data. Customer will not (and will not allow anyone else to) submit Prohibited Data to the Services unless authorized by the Order Form. Customer acknowledges that renter tenant-screening, credit reports, and background checks are Customer’s sole responsibility and are outside the scope of the Services.
4. Payment & Taxes
4.1 Service Fees. Customer will pay Provider the Service Fees set forth in the Order Form. Unless the Order Form specifies a different currency, all Service Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Service Fees allowed with specific termination rights given in this Agreement, Service Fees are non-refundable.
4.2 Ad Spend. If the Order Form provides for Ad Spend, Ad Spend is a pass-through reimbursement of amounts actually paid by Provider to a Platform or other third-party advertising provider on Customer’s behalf in performing the Services, without markup. Provider will not exceed the Approved Ad Budget set forth in the Order Form for any Covered Property in any calendar month without Customer’s prior written approval, which may be given by email. Customer may increase, decrease, or pause the Approved Ad Budget on notice to Provider, effective within a reasonable period after receipt. Ad Spend is paid to a third-party platform, is subject to the Platform Terms, and is not refundable by Provider once paid to the platform, regardless of platform performance or enforcement decisions.
4.3 Invoicing. Provider will send invoices for Service Fees in advance and for Ad Spend in arrears, in each case as specified in the Order Form.
4.4 Automatic Payment. Where Provider collects payment automatically, Provider will automatically charge the credit card, debit card, or other payment method on file for Service Fees and Ad Spend as specified in the Order Form, and Customer authorizes all such charges. Provider will make a copy of Customer’s bills or transaction history available to Customer.
4.5 Taxes. Customer is responsible for all duties, taxes, and levies that apply to Service Fees and Ad Spend, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. However, Customer is not responsible for Provider’s income taxes. If Customer is required by Applicable Laws to withhold any tax, Customer will gross up the payment so that Provider receives the full amount invoiced.
4.6 Payment. Customer will pay Provider Service Fees and Ad Spend in U.S. Dollars, unless the Order Form specifies a different currency, within the period specified in the Order Form, and if not specified, within fifteen (15) days of the invoice date. Amounts not paid when due accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by Applicable Laws, from the due date until paid.
4.7 Payment Dispute. If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.
5. Term & Termination
5.1 Order Form and Agreement. For each Order Form, the Agreement will start on the Order Date, continue through the Subscription Period specified in the Order Form (which will be no less than three (3) months unless otherwise specified in the Order Form), and automatically renew on a month-to-month basis unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the Subscription Period or any then-current renewal month.
5.2 Agreement Term. This Agreement will start on the Effective Date and continue for the longer of one year or until all Order Forms governed by this Agreement have ended.
5.3 Termination. Either party may terminate this Agreement or an Order Form immediately:
(a) if the other party fails to cure a material breach of this Agreement or an Order Form following 30 days’ notice;
(b) upon notice if the other party (i) materially breaches this Agreement or an Order Form in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.
5.4 Termination for Platform Impracticability. In addition to the termination rights in Section 5.3 (Termination), either party may terminate an affected Order Form upon thirty (30) days’ notice if the Services cannot be materially performed for a Covered Property due to the action, inaction, policy, or enforcement decision of a Platform, and such condition continues for thirty (30) or more consecutive days. If Provider terminates an Order Form under this Section 5.4, Provider will refund any prepaid, unearned Service Fees attributable to the terminated Order Form for the period after the effective date of termination.
5.5 Termination for Convenience After Minimum Term. After completion of the minimum initial term set forth in the applicable Order Form, Customer may terminate an Order Form for convenience upon thirty (30) days’ written notice to Provider. Service Fees paid or accrued for the minimum initial term and any current billing period are non-refundable. Customer remains responsible for Ad Spend actually incurred by Provider prior to the effective date of termination.
5.6 Effect of Termination. Termination of this Agreement will automatically terminate all Order Forms governed by this Agreement. Upon any expiration or termination:
(a) Provider will cease performing the Services for the affected Covered Properties;
(b) Provider will cease all outreach and communications to Customer’s Lead Data for the affected Covered Properties within thirty (30) days;
(c) upon Customer’s written request made within sixty (60) days after termination, Provider will provide Customer with an export of Lead Data for the affected Covered Properties in a commonly used electronic format, and thereafter Provider will delete or anonymize Lead Data within a reasonable time, subject to its standard backup and record retention practices;
(d) each Recipient will return or destroy Discloser’s Confidential Information in its possession or control; and
(e) Provider will submit a final invoice for all outstanding Service Fees and Ad Spend accrued before the effective date of termination, and Customer will pay the invoice according to Section 4 (Payment & Taxes).
5.7 Survival.
(a) The following sections will survive expiration or termination of the Agreement: Section 1.5 (Feedback and Usage Data), Section 1.7 (Machine Learning), Section 1.8 (Service Outputs), Section 1.9 (Lead Data), Section 2.7 (Restrictions on Customer), Section 4 (Payment & Taxes) for Fees accrued or payable before expiration or termination, Section 5.6 (Effect of Termination), Section 5.7 (Survival), Section 6 (Representations & Warranties), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 11 (Reservation of Rights), Section 12 (General Terms), and Section 13 (Definitions).
(b) Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security) and Section 10 (Confidentiality) will continue to apply to retained Confidential Information.
6. Representations & Warranties
6.1 Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement; and (d) it will not transmit to the other party any viruses, malware, or other malicious code.
6.2 From Customer. Customer represents and warrants that (a) it, all personnel acting on its behalf, and anyone submitting Customer Content have and will continue to have all rights, consents, and licenses necessary to submit Customer Content and to grant Provider the rights in Customer Content described in this Agreement; (b) Customer Content does not and will not infringe, misappropriate, or violate the intellectual property, privacy, publicity, or other rights of any third party or violate any Applicable Laws; and (c) the representations and warranties in Section 2.1 (Authority and Accurate Information), Section 2.2 (Fair Housing and Leasing Compliance), and Section 2.5 (Communications Consent) are true and accurate at all times during the Subscription Period.
6.3 From Provider. Provider represents and warrants to Customer that Provider will perform the Services in a professional and workmanlike manner, consistent with industry standards applicable to the performance of similar services.
6.4 Provider Warranty Remedy. If Provider breaches the warranty in Section 6.3 (Representations & Warranties from Provider), Customer must give Provider notice, with enough detail for Provider to understand and investigate the issue, within 30 days after Customer first becomes aware of the breach. Provider will use commercially reasonable efforts to re-perform the affected Services. If Provider cannot cure the breach within a reasonable period, Customer’s exclusive remedy and Provider’s entire liability for breach of Section 6.3 (Representations & Warranties from Provider) is a refund of the Service Fees paid by Customer for the affected Services during the thirty (30) day period preceding Customer’s notice. This Section 6.4 does not limit Provider’s indemnification obligations under Section 9 (Indemnification) or Customer’s rights under Section 5 (Term & Termination).
7. Disclaimer of Warranties
Except for the express warranties in Section 6 (Representations & Warranties), the Services, Service Outputs, and Provider Tools are provided "AS IS" and "AS AVAILABLE." Provider makes no guarantees that the Services will always be safe, secure, or error-free, or that they will function without disruptions, delays, or imperfections, or that the Services will produce any particular leasing, occupancy, or marketing result. Except for the warranties in Section 6 (Representations & Warranties), Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. Customer’s use of any Platform is governed by the applicable Platform Terms, and Provider makes no warranties regarding any Platform. These disclaimers apply to the maximum extent permitted by Applicable Laws.
8. Limitation of Liability
8.1 Liability Caps. Except as provided in Section 8.4 (Exceptions), each party’s total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the total Service Fees paid or payable by Customer to Provider in the twelve (12) months immediately preceding the event giving rise to the claim.
8.2 Damages Waiver. Except as provided in Section 8.4 (Exceptions), under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.
8.3 Applicability. The limitations and waivers contained in Sections 8.1 (Liability Caps) and 8.2 (Damages Waiver) apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.
8.4 Exceptions. Sections 8.1 (Liability Caps) and 8.2 (Damages Waiver) do not apply to: (a) a party’s indemnification obligations under Section 9 (Indemnification); (b) a breach of Section 10 (Confidentiality); (c) a party’s infringement of the other party’s intellectual property rights; (d) Customer’s obligation to pay Service Fees and Ad Spend; or (e) either party’s gross negligence, willful misconduct, or fraud. Nothing in this Agreement will limit, exclude, or restrict a party’s liability to the extent prohibited by Applicable Laws.
9. Indemnification
9.1 Protection by Provider. Provider will indemnify, defend, and hold harmless Customer and its Affiliates, and their respective officers, directors, employees, and agents, from and against all Provider Covered Claims made by someone other than Customer or its Affiliates, and all out-of-pocket damages, settlement amounts, and costs, including reasonable attorneys’ fees, finally awarded against Customer by a court of competent jurisdiction or agreed to in settlement by Provider. A "Provider Covered Claim" is a third-party claim alleging that the Services or Provider Tools, as provided by Provider and used by Customer in accordance with this Agreement, infringe or misappropriate a third party’s intellectual property rights.
9.2 Protection by Customer. Customer will indemnify, defend, and hold harmless Provider and its Affiliates, and their respective officers, directors, employees, and agents, from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, settlement amounts, and costs, including reasonable attorneys’ fees, finally awarded against Provider by a court of competent jurisdiction or agreed to in settlement by Customer. A "Customer Covered Claim" is a third-party claim arising out of or relating to: (a) Customer Content, including any claim that Customer Content infringes, misappropriates, or violates the intellectual property, privacy, publicity, or other rights of any third party; (b) Customer’s instructions, policies, or criteria provided to Provider, including any claim of housing discrimination, unlawful advertising, or violation of fair housing, landlord-tenant, or real estate licensing laws; (c) Customer’s breach of Section 2.5 (Communications Consent), including any claim under the Telephone Consumer Protection Act, the CAN-SPAM Act, or state telemarketing, texting, or email laws arising from communications consent, opt-out handling, or contact information Customer provided to Provider; (d) Customer’s breach of Section 2.4 (Platform Compliance and Third-Party Terms); (e) Customer’s use of Lead Data, Service Outputs, or the Services in violation of this Agreement or Applicable Laws; and (f) Customer’s relationship with any prospective renter or tenant, including lease decisions, property conditions, or leasing operations.
9.3 Procedure. The Indemnifying Party’s obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection, provided that the failure to promptly notify will only relieve the Indemnifying Party of its obligations to the extent it is materially prejudiced by the delay; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.
9.4 Mitigation. If a Provider Covered Claim is made or, in Provider’s reasonable opinion, is likely to be made, Provider may in its discretion: (a) obtain the right for Customer to continue using the affected Services or Provider Tools; (b) modify or replace the affected Services or Provider Tools to be non-infringing while providing substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Order Form upon notice and refund any prepaid, unearned Service Fees for the period after the effective date of termination.
9.5 Exclusions. Provider’s obligations as an Indemnifying Party will not apply to Provider Covered Claims that result from (a) modifications to the Services or Provider Tools not made by or authorized by Provider; (b) combination of the Services or Provider Tools with products, services, or materials not provided by Provider, where the claim would not have arisen but for the combination; (c) Customer Content; (d) Customer’s instructions, policies, or criteria; (e) Customer’s failure to use updates or corrections made available by Provider; or (f) Customer’s use of the Services in violation of this Agreement, Applicable Laws, or Platform Terms. Customer’s obligations as an Indemnifying Party will not apply to Customer Covered Claims that result from Provider’s breach of this Agreement.
9.6 Exclusive Remedy. This Section 9 (Indemnification), together with any termination rights, describes each Protected Party’s exclusive remedy and each Indemnifying Party’s entire liability for a Covered Claim.
10. Confidentiality
10.1 Non-Use and Non-Disclosure. Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser’s Confidential Information; nor (b) disclose Discloser’s Confidential Information to anyone else. Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.
10.2 Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser’s Confidential Information.
10.3 Required Disclosures. Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser’s expense, with Discloser’s efforts to obtain confidential treatment for the Confidential Information.
10.4 Permitted Disclosures. Recipient may disclose Discloser’s Confidential Information to employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 10 (Confidentiality) and Recipient remains responsible for everyone’s compliance with the terms of this Section 10 (Confidentiality).
11. Reservation of Rights
Except for the limited rights and licenses expressly granted in this Agreement, Provider retains all right, title, and interest in and to the Services, Service Outputs, and Provider Tools, including all intellectual property rights therein and all improvements, modifications, enhancements, and derivative works thereof, whether developed before, during, or after the term of this Agreement. No license or other right is granted by implication, estoppel, or otherwise. As between the parties, Customer retains all right, title, and interest in and to Customer Content and Lead Data, subject to the rights and licenses granted to Provider in this Agreement.
12. General Terms
12.1 Entire Agreement. This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer’s purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer’s use of the Services unless expressly agreed to in a legally binding written agreement signed by an authorized Provider representative, regardless of what such terms may say.
12.2 Modifications, Severability, and Waiver. Reffie may update these terms by posting a revised version at https://reffie.me/legal/prof-services-agreement with an updated effective date. Customer’s continued use of the Services after the updated effective date constitutes acceptance of the revised terms. For material changes, Reffie will provide at least 30 days’ advance notice by email or in-product notification. Any waiver or modification specific to a Customer must be in writing and signed or electronically accepted by each party. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.
12.3 Governing Law and Chosen Courts. The laws of the State of Delaware (without regard to its conflict of laws provisions) will govern all interpretations and disputes about this Agreement. The parties will bring any legal suit, action, or proceeding about this Agreement in the state or federal courts located in Delaware and each party irrevocably submits to the exclusive jurisdiction of those courts.
12.4 Injunctive Relief. Despite Section 12.3 (Governing Law and Chosen Courts), a breach of Section 10 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 10 (Confidentiality) or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.
12.5 Non-Exhaustive Remedies. Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.
12.6 Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates, provided the assignee agrees in writing to be bound by this Agreement. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
12.7 Logo Rights. Provider may identify Customer and use Customer’s name and logo in marketing materials and customer lists to identify Customer as a user of Provider’s services. Customer may revoke this permission at any time on notice to Provider, effective prospectively.
12.8 Notices. Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address set forth in the Order Form. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) one business day after sending by reputable overnight courier. Routine operational communications, including Ad Spend adjustments, scheduling, and performance reporting, may be exchanged by email between the parties’ designated representatives without following the formal notice procedures of this Section 12.8.
12.9 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation, except that Provider is authorized to act on Customer’s behalf on a Platform solely to perform the Services as set forth in Section 2.4 (Platform Compliance and Third-Party Terms).
12.10 No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement.
12.11 Force Majeure. Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer’s obligation to pay Service Fees and Ad Spend for Services already performed.
12.12 Export Controls. Customer will comply with all applicable U.S. and non-U.S. export control and trade sanctions laws and regulations. Customer will not directly or indirectly use, export, re-export, or transfer the Services, Service Outputs, or Provider Tools in violation of any such laws or regulations, and will not use the Services in any Embargoed Country or for any purpose prohibited by OFAC sanctions programs. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or other applicable governments or agencies, including OFAC’s Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. Provider may terminate this Agreement immediately without notice or liability to comply, as determined in Provider’s sole discretion, with applicable export controls and sanctions laws and regulations.
12.13 Anti-Bribery. Neither party will take any action in connection with this Agreement that would violate any Applicable Laws prohibiting the offering, giving, promising to offer or give, or receiving, directly or indirectly, of any money or other thing of value to any government official, political party, or commercial partner to obtain an improper advantage, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
12.14 Titles and Interpretation. Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.
12.15 Counterparts. This Agreement may be signed in counterparts, including by electronic copies or acceptance mechanism. Each copy will be deemed an original and all copies, when taken together, will be the same agreement.
13. Definitions
13.1 Capitalized Terms. Capitalized terms used but not defined in this Agreement have the meanings given in the applicable Order Form. If a term is omitted or undefined in the Order Form, the default meaning will be “none” or “not applicable” and the correlating clause, sentence, or section does not apply.
"Ad Spend" means the pass-through amounts described in Section 4.2 (Ad Spend).
"Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
"Agreement" means this Reffie Professional Services Agreement together with the applicable Order Form between Provider and Customer.
"Applicable Data Protection Laws" means the Applicable Laws that govern how the Services may process or use an individual’s personal information, personal data, personally identifiable information, or other similar term.
"Applicable Laws" means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.
"Approved Ad Budget" means the maximum monthly amount of Ad Spend Provider may incur for a Covered Property, as set forth in the Order Form.
"Confidential Information" means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential,” “proprietary,” or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence and terms of this Agreement. Customer’s Confidential Information includes non-public Customer Content, and Provider’s Confidential Information includes non-public information about the Services and Provider Tools.
"Covered Claim" means either a Provider Covered Claim (as defined in Section 9.1) or a Customer Covered Claim (as defined in Section 9.2).
"Covered Property" means a property identified in the Order Form for which Provider performs the Services.
"Customer Content" has the meaning set forth in Section 1.6 (Customer Content).
"Customer Covered Claim" has the meaning set forth in Section 9.2 (Protection by Customer).
"Discloser" means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
"Embargoed Country" means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.
"Feedback" has the meaning set forth in Section 1.5 (Feedback and Usage Data).
"Force Majeure Event" means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
"GDPR" means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.
"Indemnifying Party" means a party to this Agreement when the party is providing protection for a particular Covered Claim.
"Lead Data" has the meaning set forth in Section 1.9 (Lead Data).
"OFAC" means the United States Department of Treasury’s Office of Foreign Assets Control.
"Order Date" means the date the Order Form is signed or electronically accepted by both parties.
"Order Form" means a document signed or electronically accepted by the parties that references this Agreement and sets out the key business details, including pricing, scope of Services, Covered Properties, Approved Ad Budget, technical support, and any additional terms specific to a particular purchase. An Order Form includes the policies and documents referenced in or attached to the Order Form.
"Personal Data" will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.
"Platform" has the meaning set forth in Section 2.4 (Platform Compliance and Third-Party Terms).
"Platform Terms" has the meaning set forth in Section 2.4 (Platform Compliance and Third-Party Terms).
"Prohibited Data" means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account information subject to the Payment Card Industry Data Security Standard or the Gramm-Leach-Bliley Act; (c) social security numbers, driver’s license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; (e) information of children under the age of 13; and (f) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.
"Protected Party" means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.
"Provider Covered Claim" has the meaning set forth in Section 9.1 (Protection by Provider).
"Provider Tools" has the meaning set forth in Section 1.1 (Performance of Services).
"Quote" means a pricing proposal or order document generated by Provider, including through a HubSpot order form or similar tool, that references this Agreement and, when signed or electronically accepted by Customer, constitutes an Order Form for purposes of this Agreement.
"Recipient" means a party to this Agreement when the party receives Confidential Information from the other party.
"Reffie Representative" has the meaning set forth in Section 1.1 (Performance of Services).
"Service Fees" means the fees for the Services described in the Order Form.
"Service Outputs" has the meaning set forth in Section 1.8 (Service Outputs).
"Services" means the professional services described in the Order Form.
"Subscription Period" has the meaning set forth in Section 5.1 (Order Form and Agreement).
"Usage Data" means data and information about the provision, use, and performance of the Services and related offerings based on Customer’s use of the Services.