Referral Direct Terms of Service

Effective Date: August 17, 2026These Terms of Service (“Terms”) govern your access to and use of the Referral Direct website, referral-program pages, business dashboards, software, communications, and related services (collectively, the “Service”).Referral Direct is operated by Loyalty LI LLC, a New York limited liability company (“Referral Direct,” “we,” “us,” or “our”).These Terms form a legally binding agreement between you and Loyalty LI LLC.By creating an account, purchasing a subscription, joining a referral program, submitting a referral, clicking an acceptance checkbox, or otherwise accessing or using the Service where these Terms are presented, you agree to these Terms and acknowledge the Referral Direct Privacy Policy.If you do not agree to these Terms, do not use the Service.

1. Eligibility and Authority

You must be at least 18 years old and legally capable of entering into a binding agreement to create a Referral Direct account or participate in a referral program through the Service.If you use Referral Direct on behalf of a company, organization, or other entity, you represent and warrant that you have authority to bind that entity to these Terms.In that case, references to “you” include both you and the entity.

2. The Referral Direct Service

Referral Direct provides software that allows businesses to create, operate, share, track, and manage referral programs.Referral Direct may provide features that allow businesses to:Configure a referral program;Establish a reward;Invite customers to participate;Collect Referrer information;Receive referrals;Track referral progress;Record whether a referral became a customer;Track reward obligations and fulfillment;Communicate with participants;Maintain program records; andExport certain program data.Referral Direct provides the technology used to administer these activities.Referral Direct is not the seller or provider of a participating Business Customer's products or services.Referral Direct is not the party offering or owing a Business Customer's referral reward.Unless Referral Direct expressly agrees otherwise in writing, Referral Direct does not fund rewards, hold reward funds, guarantee rewards, determine independently whether a referral qualifies, or guarantee that a participating Business Customer will fulfill a reward.

3. Business Customers

A business that creates or operates a referral program through Referral Direct is a “Business Customer.”Each Business Customer creates and controls its own referral program.The Business Customer is solely responsible for:Establishing its referral-program terms;Describing its reward accurately;Establishing qualification requirements;Deciding whether a referral satisfies those requirements;Honoring qualifying referrals;Fulfilling promised rewards;Communicating with Referrers and Referred Persons;Handling disputes concerning its products, services, referrals, or rewards;Maintaining any funds, inventory, discounts, credits, products, or services necessary to fulfill its rewards;Providing legally required disclosures;Complying with privacy and marketing requirements;Complying with tax obligations associated with rewards when applicable; andEnsuring that its referral program is lawful for its business, profession, industry, and location.Referral Direct does not provide legal, tax, accounting, employment, or regulatory advice.

4. Business Accounts and Security

Business Customers must provide accurate and current account information.Business Customers are responsible for:Maintaining the confidentiality of account credentials;Limiting account access to authorized persons;Activity conducted through their accounts;Maintaining accurate contact information; andPromptly notifying Referral Direct of suspected unauthorized access.Referral Direct may require password resets, verification, or other security measures if we reasonably believe they are necessary to protect an account or the Service.

5. Subscriptions, Free Trials, and Billing

Certain Referral Direct services require a paid subscription.The applicable:Subscription price;Billing frequency;Free-trial period;Renewal terms;Payment timing;Taxes; andCancellation termswill be disclosed during signup or checkout.By beginning a paid subscription or a free trial that converts into a paid subscription, you authorize Referral Direct and its payment processor to charge the payment method associated with your account according to the terms disclosed at checkout.If your subscription automatically renews, it will continue renewing until canceled in accordance with the cancellation method made available by Referral Direct.Referral Direct will provide material subscription and renewal information before enrollment and will obtain any consent required by applicable law.

Cancellation

Business Customers may cancel their subscription using the cancellation method made available through Referral Direct or another cancellation method we expressly provide.Cancellation stops future subscription renewals.Unless otherwise stated, cancellation becomes effective at the end of the then-current paid subscription period.

Refunds

Except where required by law or expressly offered by Referral Direct, payments already made are non-refundable and no prorated refund is owed for an unused portion of a billing period.Nothing in these Terms limits any refund, cancellation, or other right that cannot legally be waived.

Pricing Changes

Referral Direct may change subscription pricing prospectively.Existing Business Customers will receive advance notice of material pricing changes when required by law or our applicable subscription terms.

6. Referral Programs and Program Rules

Every referral program is offered by the participating Business Customer, not Referral Direct.A Business Customer may establish program-specific terms or rules (“Program Rules”), including rules concerning:Eligibility;Qualifying purchases or transactions;Reward amounts or benefits;Reward type;Qualification timing;Duplicate referrals;Existing customers;Self-referrals;Canceled or refunded transactions;Fraud;Geographic restrictions;Program duration; andReward fulfillment.Business Customers are responsible for making material Program Rules reasonably available to participants.Program Rules may supplement these Terms but cannot alter Referral Direct's rights, responsibilities, disclaimers, or limitations unless Referral Direct expressly agrees in writing.

7. Rewards

Business Customers may offer rewards including, for example:Cash rewards;Discounts;Store credit;Free products or services; orCustom rewards created by the Business Customer.The participating Business Customer is solely responsible for the reward.Referral Direct may record:The reward being offered;Whether a referral appears eligible;Whether the Business Customer has confirmed a referral;Whether a reward is due; andWhether the Business Customer marked a reward as fulfilled.Those records are administrative records based largely on information entered or confirmed through the Service.They do not constitute an independent guarantee, escrow arrangement, payment obligation, or determination by Referral Direct.

8. Reward Fulfillment

When a reward becomes due, the participating Business Customer is responsible for fulfilling it.The Business Customer may fulfill the reward outside Referral Direct and then record the reward as fulfilled through the Service.Referral Direct is not responsible for:Transferring cash between the parties;Applying a business's store credit;Honoring a business's discount;Providing a business's product or service;Verifying redemption in the Business Customer's separate systems; orReplacing a reward the Business Customer fails to provide.Unless Referral Direct expressly offers a separate payment or fulfillment service in writing, Referral Direct acts only as the referral-program management platform.

9. Referrers

An individual participating in a Business Customer's referral program is a “Referrer.”Referrers agree to:Provide accurate information;Make referrals in good faith;Submit genuine individuals;Follow applicable Program Rules;Avoid misleading or deceptive statements;Avoid harassment, spam, or unlawful solicitation; andComply with applicable law.Referrers may not knowingly submit:Fabricated individuals;False contact information;Duplicate referrals intended to improperly generate additional rewards;Unauthorized self-referrals;Fraudulent transactions;Automated or bulk-generated referrals;Information collected unlawfully; orReferrals obtained through deception, impersonation, spam, or harassment.Referral Direct or the participating Business Customer may reject, remove, or investigate suspected fraudulent or abusive referrals.

10. Referring Another Person

By submitting another person's contact information through Referral Direct, the Referrer represents that the Referrer has a lawful basis and appropriate permission to provide the information for purposes of making that referral.A Referrer must not submit highly sensitive information concerning another individual.The Service is not intended for the submission of Social Security numbers, complete payment information, financial credentials, medical information, protected health information, passwords, government identification numbers, or similar highly sensitive information.

11. Referral Disclosures and Endorsements

Referral programs may create a financial or other incentive for a Referrer to recommend a Business Customer.Referrers are responsible for clearly disclosing the existence or possibility of receiving a reward when applicable law requires disclosure of that relationship.Business Customers are responsible for ensuring that referral messages, promotional materials, and instructions they create or distribute comply with applicable advertising and endorsement requirements.A Business Customer may not instruct Referrers to conceal the possibility of receiving a reward.

12. Referred Persons

A person submitted through a referral program is a “Referred Person.”A Referred Person is not required to purchase anything merely because their information was submitted through Referral Direct.Referral Direct does not guarantee or endorse the participating Business Customer's:Products;Services;Pricing;Quality;Safety;Availability;Licensing;Representations; orBusiness practices.Any purchase, contract, appointment, service, or other transaction between a Referred Person and a Business Customer is solely between those parties.Referral Direct is not a party to that transaction.

13. Marketing, Email, Telephone, and Other Communications

Business Customers are solely responsible for determining whether they have the legal right to contact customers, Referrers, Referred Persons, or prospective participants.Business Customers must comply with applicable laws governing:Commercial email;Telephone calls;Text messages;Advertising;Marketing;Solicitation;Privacy;Endorsements; andConsumer protection.Where required, Business Customers are responsible for:Providing accurate sender information;Providing legally required disclosures;Maintaining appropriate consent records;Honoring unsubscribe requests;Honoring other opt-out requests;Maintaining suppression records; andAvoiding deceptive subject lines or communications.Referral Direct may suspend or restrict use of communication features if a Business Customer generates excessive complaints, sends spam, engages in unlawful marketing, or otherwise creates material risk to Referral Direct or users.

14. Regulated Industries

Some industries and professions restrict or prohibit referral fees, referral incentives, commissions, kickbacks, fee sharing, endorsements, or certain types of solicitation.Business Customers are solely responsible for determining whether their referral programs are lawful.Businesses operating in regulated fields—including healthcare, legal services, financial services, investment services, insurance, real estate, government-related services, and licensed professions—must independently determine whether applicable laws, regulations, ethical rules, licensing requirements, payer rules, contracts, or professional standards permit the proposed referral program.Referral Direct's acceptance of a Business Customer or referral program does not constitute a legal determination that the program is compliant.Referral Direct may reject, suspend, or terminate a referral program that we reasonably believe:Violates applicable law;Creates material regulatory exposure;Creates a substantial risk of consumer harm;Violates professional rules;Is fraudulent or deceptive; orCreates material legal or reputational risk for Referral Direct.

15. Customer Data

As between Referral Direct and a Business Customer, the Business Customer retains all rights it has in information, referral records, customer information, program content, contact information, and other data submitted to or processed through the Business Customer's account (“Customer Data”).The Business Customer grants Referral Direct a limited, non-exclusive right to host, process, transmit, display, secure, back up, and otherwise use Customer Data as reasonably necessary to:Provide the Service;Operate the Business Customer's program;Provide support;Prevent fraud;Protect security;Comply with law; andFulfill our contractual obligations.Business Customers represent and warrant that they have the rights, permissions, notices, consents, and lawful bases required to provide Customer Data to Referral Direct.Referral Direct does not sell Customer Data.

16. Privacy

Use of personal information through Referral Direct is also governed by the Referral Direct Privacy Policy.Business Customers remain responsible for their own independent privacy obligations and the lawful use of information they obtain through Referral Direct.

17. Prohibited Uses

You may not use Referral Direct to:Violate applicable law;Commit or facilitate fraud;Operate an unlawful referral program;Infringe intellectual-property rights;Violate privacy rights;Impersonate another person;Submit knowingly false information;Harass or threaten another person;Send unlawful spam;Distribute malware;Interfere with Service security;Attempt unauthorized access;Circumvent access restrictions;Scrape the Service through unauthorized automated means;Manipulate referral attribution;Generate fraudulent rewards;Abuse free trials;Reverse engineer the Service except where applicable law prohibits restricting such activity; orUse the Service in a manner reasonably likely to harm Referral Direct, its providers, Business Customers, or other users.

18. Referral Direct Intellectual Property

Loyalty LI LLC owns or licenses all rights in the Referral Direct:Software;Platform;Website;Interface;Designs;Branding;Technology;Documentation;Systems; andOther intellectual property,excluding Customer Data and material owned by users or third parties.These Terms grant you a limited, revocable, non-exclusive, non-transferable right to use the Service for its intended purpose while you are authorized to access it.No other rights are granted.

Business Names and Logos

A Business Customer grants Referral Direct permission to display its business name, logo, program name, reward description, and related program materials to the extent reasonably necessary to provide and operate that Business Customer's referral program.Referral Direct will not represent publicly that a Business Customer endorses Referral Direct without permission.

19. Third-Party Services

Referral Direct depends on third-party technology and providers for functions such as hosting, databases, authentication, email delivery, payment processing, and infrastructure.Referral Direct may also link to websites or services operated by Business Customers or other third parties.We do not control independent third-party services and are not responsible for their acts, omissions, availability, security, policies, products, or services.

20. Service Availability and Changes

Referral Direct may:Update the Service;Add or remove features;Correct errors;Perform maintenance;Restrict access during security incidents;Modify functionality; orDiscontinue portions of the Service.We do not guarantee uninterrupted or error-free operation.Referral Direct may take immediate action when reasonably necessary to protect users, information, infrastructure, or the Service.

21. No Guarantee of Business Results

Referral Direct provides referral-management technology.Referral Direct does not guarantee:Any number of referrals;Any number of new customers;Referral conversion;Revenue;Sales;Profit;Return on investment;Customer retention; orAny other business outcome.Any calculator, projection, ROI estimate, example, forecast, or similar information provided through Referral Direct is for informational and illustrative purposes and depends on assumptions and information supplied by users.Actual results may differ.

22. Referral and Reward Disputes

Disputes concerning:Whether a referral qualifies;Whether a person was already a customer;Who made a referral first;Whether a qualifying transaction occurred;Whether a reward became due;The amount or nature of a reward; orWhether a Business Customer properly fulfilled a rewardare primarily disputes between the Business Customer and the Referrer.Referral Direct may provide information recorded in the Service or offer administrative assistance but is not required to adjudicate the dispute.Referral Direct is not liable for a Business Customer's failure or refusal to honor or fulfill its referral program.

23. Suspension and Termination

Referral Direct may suspend, restrict, or terminate access to all or part of the Service when we reasonably believe:These Terms have been violated;Payment is overdue;Fraud has occurred or is suspected;An account has been compromised;The Service is being abused;A referral program may be unlawful;A user creates security risk;A user creates material legal or regulatory risk; orSuspension is reasonably necessary to protect Referral Direct or others.Business Customers may cancel subscriptions according to the cancellation procedures applicable to their accounts.Termination does not eliminate obligations or liabilities that arose before termination.

24. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”LOYALTY LI LLC AND REFERRAL DIRECT DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF:MERCHANTABILITY;FITNESS FOR A PARTICULAR PURPOSE;TITLE;NON-INFRINGEMENT;ACCURACY;RELIABILITY; ANDQUIET ENJOYMENT.WE DO NOT WARRANT THAT THE SERVICE WILL:BE UNINTERRUPTED;BE ERROR-FREE;BE COMPLETELY SECURE;PREVENT ALL DATA LOSS;MEET EVERY USER'S REQUIREMENTS; ORSATISFY THE LEGAL OR REGULATORY REQUIREMENTS OF A PARTICULAR BUSINESS.SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO SOME OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

25. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOYALTY LI LLC, REFERRAL DIRECT, AND THEIR MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THE SERVICE.THIS INCLUDES, WITHOUT LIMITATION:LOST PROFITS;LOST REVENUE;LOST BUSINESS;LOST OPPORTUNITIES;LOST GOODWILL;BUSINESS INTERRUPTION;LOSS OR CORRUPTION OF DATA;FAILURE TO RECEIVE A REFERRAL;FAILURE OF A REFERRAL TO BECOME A CUSTOMER; ORFAILURE OF A BUSINESS CUSTOMER TO PROVIDE A REWARD.TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF LOYALTY LI LLC AND REFERRAL DIRECT ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF:(A) $100; OR(B) THE TOTAL AMOUNT ACTUALLY PAID TO REFERRAL DIRECT BY THE PERSON OR ENTITY ASSERTING THE CLAIM DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.These limitations apply regardless of the legal theory asserted and even if Referral Direct was advised of the possibility of damages.Nothing in these Terms excludes or limits liability where exclusion or limitation is prohibited by applicable law.

26. Business Customer Indemnification

To the maximum extent permitted by law, each Business Customer agrees to defend, indemnify, and hold harmless Loyalty LI LLC, Referral Direct, and their members, managers, officers, employees, contractors, affiliates, and service providers from third-party claims, demands, proceedings, damages, judgments, settlements, penalties, fines, losses, liabilities, and reasonable attorneys' fees arising out of or relating to:The Business Customer's referral program;The Business Customer's products or services;Rewards promised by the Business Customer;Failure to honor or fulfill a reward;The Business Customer's communications or marketing;Customer Data;Unlawful collection or use of personal information;Violation of privacy or marketing law;Violation of professional, licensing, or industry requirements;Intellectual-property infringement caused by materials supplied by the Business Customer;The Business Customer's violation of applicable law; orThe Business Customer's breach of these Terms.Referral Direct will provide reasonable notice of an indemnified claim and reasonable cooperation with its defense.

27. User Responsibility and Indemnification

To the maximum extent permitted by applicable law, a user is responsible for claims arising from that user's:Fraud;Intentional misconduct;Unlawful use of the Service;Knowing violation of another person's rights;Submission of information the user knowingly had no right to provide; orMaterial breach of these Terms.This section does not impose obligations that applicable consumer law prohibits.

28. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Informal Resolution First

Before commencing arbitration or litigation against Referral Direct, you agree to provide written notice describing:Your identity;The nature of the dispute;Relevant account or program information;The relief requested; andA reasonable description of the facts supporting the claim.Notice must be sent to:nick@loyaltyli.comThe parties agree to attempt in good faith to resolve the matter informally for at least 30 days after receipt of the notice.

Binding Individual Arbitration

Except for claims eligible for small-claims court and certain claims seeking emergency injunctive relief concerning intellectual property, fraud, security, or unauthorized access to the Service, disputes arising from or relating to these Terms or the Service will be resolved by binding individual arbitration to the maximum extent permitted by law.Arbitration will be administered by the American Arbitration Association (“AAA”) under the AAA rules applicable to the dispute.The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

No Class Actions

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND REFERRAL DIRECT AGREE THAT COVERED CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS.YOU AND REFERRAL DIRECT WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR CONSOLIDATED PROCEEDING INVOLVING COVERED CLAIMS.

Jury Trial Waiver

Where legally permitted:YOU AND REFERRAL DIRECT WAIVE THE RIGHT TO HAVE COVERED DISPUTES DECIDED BY A JUDGE OR JURY.

Small Claims

Either party may pursue an eligible individual claim in small-claims court instead of arbitration.

Government Agencies

Nothing in these Terms prevents you from communicating with, cooperating with, or filing a complaint with a government agency.

Arbitration Opt-Out

You may opt out of this arbitration agreement by emailing nick@loyaltyli.com within 30 days after first accepting these Terms.Your notice must include your name, your applicable account or email address, and a clear statement that you are opting out of the arbitration agreement in the Referral Direct Terms of Service.Opting out of arbitration does not affect the remainder of these Terms.

Severability of Arbitration Terms

If applicable law prohibits enforcement of a particular portion of this arbitration provision for a particular claim, that portion will be severed only to the minimum extent necessary and the remainder will continue in effect where legally permitted.

29. Governing Law and Court Venue

Except to the extent governed by the Federal Arbitration Act or another mandatory law, these Terms and disputes relating to them are governed by the laws of the State of New York, without regard to conflict-of-law principles.For a claim that is legally permitted to proceed in court rather than arbitration, the parties consent to the exclusive jurisdiction of the applicable state or federal courts located in or serving Nassau County, New York, except where applicable law provides otherwise.

30. Electronic Communications

You consent to receive agreements, notices, disclosures, receipts, account information, and other Service-related communications electronically.You are responsible for maintaining an accurate email address associated with your account.

31. Changes to These Terms

Referral Direct may update these Terms as the Service, our business, or applicable requirements change.The Effective Date at the beginning of these Terms identifies the current version.If a material change affects existing Business Customers, Referral Direct will provide notice where required by applicable law or our agreements.Changes apply prospectively.Where required by law, Referral Direct will obtain new consent rather than treating continued use alone as acceptance.

32. Assignment

You may not assign these Terms or transfer your Referral Direct account without our prior written consent.Loyalty LI LLC may assign these Terms in connection with a merger, acquisition, financing, corporate restructuring, sale of assets, or similar business transaction.

33. Force Majeure

Referral Direct will not be responsible for delays or failures caused by events beyond our reasonable control, including:Natural disasters;Severe weather;Fires;War;Terrorism;Civil unrest;Government action;Labor disputes;Internet outages;Utility failures;Cyberattacks;Cloud-provider outages; orFailures of third-party infrastructure despite reasonable precautions.

34. No Agency or Employment Relationship

Use of Referral Direct does not create an employment, agency, franchise, partnership, fiduciary, joint-venture, or similar relationship between:Referral Direct and a Business Customer;Referral Direct and a Referrer;Referral Direct and a Referred Person; orA Referrer and Referral Direct.Referrers are not employees, contractors, sales representatives, or agents of Referral Direct merely because they participate in a referral program.

35. Severability

If a provision of these Terms is found to be invalid or unenforceable, the provision will be modified or severed only to the minimum extent necessary.The remainder of these Terms will remain in effect.

36. Waiver

Referral Direct's failure to enforce a provision of these Terms does not waive the right to enforce that provision later.

37. Entire Agreement

These Terms, the Referral Direct Privacy Policy, applicable Program Rules, and any additional agreement expressly entered into between Referral Direct and a Business Customer constitute the applicable agreement governing use of the Service.

38. Survival

Provisions concerning payment obligations, intellectual property, Customer Data, prohibited uses, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and other provisions that by their nature should survive termination will survive termination.

39. Contact Information

Questions, legal notices, or concerns regarding these Terms may be directed to:Loyalty LI LLC
Operator of Referral Direct
42 Jetmore Place
Massapequa, New York 11758
nick@loyaltyli.com