Terms of Service for Referly

1. Introduction

Welcome to Referly, offered by Referly SAS (the "Company"), (“Referly”, “Company”, “we”, “us”, “our”) provides software and services  (the “Solution”) designed to support outbound sales and business development activities through data intelligence, dialing technology, services.

The Referly solution (the “Solution”) is accessible via https://www.referly.io (the “Website”), browser extensions, and authorized integrations.

The Solution consists exclusively of:

  1. Data Intelligence Software – Software designed to analyze, structure, enrich, detect, and surface business-relevant data and potential leads.
  2. Dialing Software – Software enabling outbound call management and dialing optimization.
  3. Professional Services – Onboarding, configuration, implementation, advisory, and support services.

Together, these constitute the “Solution”.

By accessing or using the Services, you agree to be bound by these Terms of Service (“Terms”) and our Privacy Policy available at https://www.referly.io/privacy-policy.

2. Acceptance of Terms

These Terms are accepted upon:

  • Signing an Order Form; and/or

  • Creating an account on the platform.
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If you do not agree to these Terms, you must not use the Solution.

Any signed Order Form supplements these Terms and prevails in case of contradiction.

3. Eligibility

The Solution are reserved exclusively for professionals.

You represent and warrant that you are:

  • A natural person with full legal capacity; or

  • A legal entity acting through a duly authorized representative.

You confirm that you are acting strictly in a professional capacity.

4. Subscription to Solution

The Solution is only available only with a paid subscription. You will be billed in advance on a recurring and periodic basis (monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.

At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or the Company cancels it.

You shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.

Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

Subscription requires registration on a compatible External Communication system (Google Workspace or Microsoft Office) and authorization for our Solution to access your External Communication system data. By subscribing, you explicitly allow us access to your External Communication system. 

In order to access and use the Solution, You must create an account using (but not limited to) Google Workspace, or Microsoft Office. You must be legally able to enter into a contract and must comply with all applicable law.

By setting up an account, you agree to and must provide a valid email address and any other information required to complete your account creation process. You agree to provide Your real name and address, and any other information required to complete the subscription process.

Your account is personal. You are not allowed to share the use of the Solution between several persons via Your account. You acknowledge that You are responsible for the security of your account. You shall be held responsible for any activity occurring with your account, may it be of Your own, or any other person having access to Your account.

We recommend that you change your passwords regularly and choose complex passwords that include specific letters, numbers and characters.

You may at any time decide to delete your account. You understand that deleting Your Account implies the immediate deletion of any related content after the receipt of your request, except in certain circumstances when it may not be completely removed (when Your content is shared with someone else, for example). We are not responsible or liable for the removal or deletion of any of your Content, or the failure to remove or delete such Content. You may not be able to recover your deleted Content.

5. Your use of the Solution

You must use the Solution in accordance with these Terms of Use. In particular, You agree (i) to always provide sincere and truthful Personal Data and update such data as necessary so that it remains complete and accurate; (ii) to use the Solution according to their purpose and according to these Terms of Use and cooperate in good faith with Us; (iii) to respect the rights of Third Parties and, more generally, all laws and regulations in force pertaining to the use of the Services; (iv) not to engage in any conduct that may interrupt, destroy, limit or otherwise harm Us or permit Third Parties to access and use the Services without authorization, including using viruses, malicious code, programs or files; (v) not to copy or sell any part of the Services, whether in whole or in part.

Failure to comply with these Terms of Use may result in Referly deleting your account and all related content, at Our sole discretion, at any time and without notice to you, and may result in you, or the entity you are representing, being banned from any further use of our Solution. You acknowledge having verified the suitability of the services to your needs and having received all the information and advice necessary to subscribe to the Services and been fully informed by us of the extent of its contractual obligations pursuant to these Terms of Use.

We grant you a non-exclusive right to access and use the services in accordance with these Terms of Use.

All costs necessary for Your equipment and connection to the internet and your access to and use of the services are your sole responsibility. You understand that you are using the services at your own risk, and that you must check the safety and the security of your hardware and materials.

To improve the Solution, We may recommend specific configurations. Should You choose not to follow them, You assume the responsibility for any and all consequences of Your choice.

You are not allowed to use the Solution for any unauthorized use, or any illegal activity. Please not that any excessive use of our “ask intro from” functionality (" Intro Request") generating an unreasonable volume of bounced emails may result in the immediate suspension of the account.

6. Accessing the Solution

Our Solution is accessible via the Website. Details and integration documentation are provided on the Website.

7. Termination

We may terminate or modify Your access to and use of the Solution at any time, in particular, if you fail to comply with these Terms of Use.

You may cancel your Account at any time. The termination will be effective after the end of the subscription term.

Upon termination of the subscription, regardless of the reason, You shall not be able to access the services and your account shall be deleted, along with your content.

We shall remove your Content from our servers immediately after the end of your subscription, except for any content required by law or regulation to be stored for a longer period.

8. Services Offered

‍8.1 Data Intelligence Software

The Data Intelligence Software enables automated detection, structuring, enrichment, and analysis of business-related data.

You remain solely responsible for compliance with applicable data protection and communication laws.

8.2 Dialing Software

‍The Dialing Software enables outbound call management and dialing execution.

You are solely responsible for compliance with telemarketing, automated dialing, and call recording laws.

8.3 Professional Services

Referly may provide Professional Services related to the Solution, including: 

- Onboarding support

- Implementation support 

- Cold calling support

- Advisory support

Nothing herein creates an employment or joint venture relationship.

9. Subscription Terms

Our Solution is provided on a subscription basis. The Subscription begins on the subscription date and is auto-renewed unless terminated as per these Terms.

10. Financial Terms

10.1. Pricing

Service prices are listed on the Website in EUR or USD, exclusive of taxes. You bear any applicable exchange rate charges and bank fees, excluding fees from our bank.

10.2. Billing and Payment

‍Invoices are sent per period via any practical means, with payment made through the specified online payment service on our Website.

10.3. Non-payment

Failure to pay by the due date allows us to suspend services, demand immediate payment of all dues, charge interest at thrice the legal rate, and claim a fixed indemnity for collection costs.

‍11. Intellectual Property

The Website, Solution, and all associated content are our property, protected by intellectual property laws. A non-exclusive, non-transferable license is granted for SaaS use, without ownership transfer.

‍11.1 Our services

All intellectual property rights related to the Solution, including but not limited to the Website, the documentation, trademarks, texts, graphics and images, belong without any limitation to Referly.

You are therefore not entitled to use any attribution or elements of the services belonging to Referly, such as the documentation, all trademarks, texts, or graphics, etc. for any other purposes than the use of the Solution.

You hereby acknowledge that we are the sole owner of the Solution’s intellectual property rights, Our technology, and our names. You shall not at any time dispute such ownership or the validity of our intellectual property or any of the attached rights.

You are not permitted to use any device, software, or routine that could interfere with, or disrupt, the Solution, sublicense, resell, copy, modify, or host the Solution, attempt to reverse engineer, decipher, decompile, or disassemble any of Our technologies, frame or utilize framing techniques on our technologies and use the Solution for any application that replicates or attempts to replicate them or any part.

11.2 Your content

You retain full ownership and intellectual property of your content, including Personal Data of Your Contacts (to the extent permitted by applicable law), of Your Organizations and Your Workspaces.

You grant us a non-exclusive, limited-term license to access, use, process, copy, distribute, perform, export, and display Personal Data, only as reasonably necessary (i) to provide and maintain the Solution; (ii) to prevent or address services, security, support or technical issues; (iii) as required by law; and (iv) as expressly permitted in writing by You.

Unless otherwise specified, We may use your name, logo and marks to identify you as our client on our website and other marketing materials.

With respect to the content, you undertake to comply with all legal and regulatory requirements, in particular those relating to Personal Data. 

11.3 Copyright

This notification process is consistent with the process suggested by the Digital Millennium Copyright Act (“DMCA”) (the text of which can be found in the U.S. Copyright Office Web Site, www.copyright.gov).

If you are a copyright owner (or the authorized representative of said owner) you can report a suspected infringement to us. You may submit a notification pursuant to the DMCA. Your notice shall contain the following: (i) Your name, mailing address, telephone number and email address; (ii) sufficient detail regarding the copyrighted work; (iii) the URL or other specific location on our Website that contains the allegedly infringing material; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (v) a statement by you that the information contained in your notice is accurate and that you attest under the penalty of perjury that you are the copyright owner or that you are authorized to act on the copyright owner's behalf; (vi) an electronic or physical signature of the owner of the copyright or a person authorized to act on the owner's behalf.

Your notice can be sent to us at: contact@referly.io

After we receive a proper written notice, we will expeditiously remove or disable the allegedly infringing content and notify the concerned user and, if requested, provide the report to the concerned user.

If you are not the copyright owner, you cannot report a suspected infringement to us. If you believe that any content infringes a Third-Party’s copyright, you should advise the copyright owner directly.

12. User Obligations and Liabilities

You agree to provide accurate information for the subscription to the Solution and the using of the Solution and to maintain confidentiality of your login credentials. You are responsible for your and Users' use of the Solution, including compliance with applicable laws.

You are responsible for your access to and use of the services and agree that we have no control over your Content.

You warrant that you are fully and solely responsible for your content and that you have all rights, or have obtained all necessary authorizations to use and process such content.

You are responsible for any publication of content on your account. You shall not provide Content that may be found to be illegal, indecent, or otherwise damaging in any way or form, including, without limitation, content that infringes the rights of Third Parties.

You are responsible for complying with the legal and regulatory obligations regarding the processing of Personal Data. You undertake to comply at all times with all applicable laws and regulations and to respond to any request from us for information to verify the conformity of the processing and the security of the Personal Data that Users handle directly or indirectly.

You warrant and represent that You shall indemnify, defend, and hold harmless (including reasonable attorneys' fees) Us, Our affiliated companies, Our principals, agents, administrators, officers, directors, and employees from and against any claim by any Third Party arising out of or connected with the use of the Services, and more generally, the violation of applicable law.  This defense and indemnification obligation will survive these Terms and your use of the Sites.

You act as an independent entity and, therefore, are responsible for all risks of Your business. You are solely responsible for the subscription, information on Your Content, and files sent, distributed, or collected, as well as for their operation and updating.

To use and improve the Solution, we may recommend technical requirements or certain configurations. You are responsible for following these technical requirements or recommendations. You are solely responsible for the use and implementation of means to ensure the security, protection and backup of Your equipment, Your Content and the Solution. As such, You undertake to take all appropriate measures to protect Your Content. You undertake not to commit any act which could jeopardize the security of the Services.

13. Our Obligations and Liabilities

We commit to providing the Solution with due diligence within the bounds of our control.

We provide the services without warranty, whether implied or express. You understand that the services are provided on an "as is" and "as available" basis. 

WE DO NOT WARRANT THAT THE USE OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE.

The Solution is available worldwide. We may, at our sole discretion, restrict access to the services, or portions of them in some countries. You understand that You are solely responsible for ensuring that you may access the Solution from your geographic area. We may not be held responsible for any internet connection outage resulting in the services’ disruption, content loss or degradation.

The services are only available in English. We may, at our sole discretion, communicate or produce content in other languages with no further obligation to provide them in additional languages.

Our assistance is provided only for the use of the services. The information provided by us does not constitute advice, whether commercial, financial, legal or otherwise.

We reserve the right to temporarily interrupt access to the services to carry out technical maintenance or improvements to the Solution. No temporary interruption of the services shall give rise to any payment of compensation to you.

You understand and agree that We do not warrant that the Solution shall meet Your specific needs, requirements, and expectations, that the services shall provide access to error-free and perfectly accurate data, the transmission of data from Our servers or local machine shall ensure a complete delivery and any issue or flaw detected in the services shall be corrected.

We shall not be liable for any damages arising out of the use of the Solution.

We may only be held liable for the damage it has directly and exclusively caused and in no event for any consequential, punitive, special or exemplary damages, and without any joint or several liability. In any and all cases, Our liability is expressly limited to the amount you paid for using the Services during the last twelve (12) months.‍

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14. Modification of Terms

We reserve the right to modify these Terms at any time, with prior notification. Continued use of the Solution after such modifications constitutes acceptance.

15. Governing Law and Jurisdiction

These Terms are governed by French law. Any disputes arising under these Terms will be subject to the jurisdiction of Paris, France.

16. Contact Information

For inquiries regarding these Terms, please contact us at contact@referly.io

Processing Personal Data as a Data Processor

‍Purpose and Scope

This section outlines the responsibilities and practices of Referly SAS ("we", "us", or "our") regarding the processing of personal data on behalf of our users ("you" or "your") in our capacity as a data processor. It is designed to clarify our commitment to protecting personal data in accordance with applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR).

Data Processing Activities

As part of our services, we process personal data on your behalf. These activities include but are not limited to:

  • Account creation and management on the Website.
  • Integration and synchronization with your external Communication system
  • Integration and synchronization with your CRM system.
  • Analytics and usage tracking to improve service delivery.

Obligations as a Data Processor

‍Compliance with Instructions

  • We will process personal data solely for the purpose of providing our Solution, based on your explicit instructions. Any deviation from these instructions will require prior written consent from you.
  • Should we believe that an instruction infringes on data protection laws, we will promptly notify you.

Security Measures

  • We commit to implementing appropriate technical and organizational measures to ensure a level of security appropriate to the risk, protecting personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.
  • We will regularly evaluate and, where necessary, enhance our security measures.

Sub-processing

  • You authorize us to engage sub-processors to fulfill specific processing activities. We will inform you of any intended changes regarding the addition or replacement of sub-processors, giving you the opportunity to object to such changes.
  • We ensure that sub-processors are contractually bound to offer the same level of data protection and security as set forth in this document.

Data Transfer

  • Personal data will not be transferred to countries outside of the European Economic Area (EEA) without adequate safeguards and compliance with data protection laws. Any such transfers will be conducted in accordance with Chapter V of the GDPR.

Cooperation and Assistance

  • We will assist you, taking into account the nature of the processing, through appropriate technical and organizational measures, insofar as possible, in fulfilling your obligation to respond to requests for exercising the data subject's rights under the GDPR.
  • In the event of a data breach, we will notify you without undue delay after becoming aware of it. We will provide timely information relating to the data breach as reasonably required to enable you to meet any obligations to report or inform data subjects of the data breach under the data protection laws.

Data Return and Deletion

  • Upon termination of the Solution, we will, at your choice, delete or return all personal data to you, unless there is a requirement under applicable law to store the personal data.

Your Obligations

  • Ensure that your instructions comply with all applicable laws, including data protection laws. You have sole responsibility for the accuracy, quality, and legality of personal data and the means by which you acquired personal data.
  • Inform us of any specific data protection obligations or restrictions that may apply to your personal data processing activities.

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