Master Services Agreement

LAST UPDATED SEPTEMBER 14, 2026 

Ref Insight Software Master Services Agreement

1. Agreement and Parties

This Ref Insight Master Services Agreement (the “Agreement”) is by and among Ref Insight LLC (“Ref Insight”), of 30 North Gould Street, Suite N, Sheridan, WY 82801, the entity or Individual (“Client”) identified in the order executed by Ref Insight and Client or identified in connection with the Ref Insight Account registration process (in each case, an “Order”) and, solely for the purposes of Section 5 herein, the individual(s) signing on behalf of the Client, and governs Client’s use, and Ref Insight’s provision, of the Ref Insight Site and Services.  Each Order, and any exhibit to an Order, is subject to this Agreement and is incorporated herein by reference.  The representations and requirements concerning Client’s legal status, the authority of the individuals who execute an Order, and the documentation Client must provide are set out in Sections 3 through 6. Subaccounts are governed by Section 7. Capitalized terms not otherwise defined in this Agreement have the meaning ascribed to them in our Terms of Service.  The Terms of Service are available at https://support.refinsight.com/support/solutions/articles/151000235171-terms-of-service and the Privacy Policy at https://support.refinsight.com/support/solutions/articles/151000235167-privacy-policy. The version of each in effect at the time of use applies.

2. Definitions

“Assignment” means the allocation of an official or other match-day role to a game or event within the Services.

“Competition” means a league, tournament, division, or other event grouping under which games are scheduled and assigned within the Ref Insight platform.

“Directory” means the record of officials and other individuals held within a Client’s account and available to that Client and its Subaccount Clients for Assignment purposes.

“Order” means a Services Order or a Subaccount Services Order executed under this Agreement.

“Payor” means an entity or individual that pays officials or other payees through the Services under a separate Ref Insight Payor Agreement. A Payor may, but need not, be a Client.

3. Client Classification

Each Order identifies Client as one of the following. If an Order does not identify a classification, Client is a Governed Entity Client for all purposes under this Agreement.

(a) “Sole-Operator Client” means a natural person, sole proprietor, or single-member limited liability company in which the individual executing the Order is the sole owner of Client and the only person authorized to contract on Client’s behalf and to direct payment of Client’s funds.

(b) “Governed Entity Client” means an association, committee, league, nonprofit corporation, corporation, partnership, multi-member limited liability company, or other organization in which ultimate governance responsibility rests with a board, governing body, or more than one owner, officer, member, or manager.

4. Client Representations

Client represents and warrants to Ref Insight, as of the date of each Order and throughout its term, that:

(a) Client is accurately identified in the Order by legal name, entity type, state of formation, and address; Client is validly formed and in good standing under the laws of its state of formation, if applicable; and Client has full power and capacity to enter into and perform the Order and this Agreement.

(b) Client is the sole contracting party under the Order. No parent, affiliate, chapter, committee, subsidiary, successor, or other related organization is a party to the Order or this Agreement, or holds any right, license, account, credit, or data under either. This subsection does not apply to a subaccount established under Section 7.

(c) Client’s execution and performance of the Order and this Agreement has been duly authorized, including in accordance with Client’s governing documents, if any, and applicable law, and do not conflict with those governing documents, with applicable law, or with any other agreement or obligation binding on Client.

(d) There is no pending or threatened dispute, claim, investigation, or proceeding concerning the authority of Client’s officers, directors, members, or managers, the composition of Client’s governing body, Client’s legal status, or Client’s use or transfer of its funds or assets.

5. Authority of Signatories

(a) Each individual signing an Order on behalf of Client represents and warrants, in both a representative capacity and an individual capacity as to this Section 5 only, that: (i) he or she holds the office or position stated in the signature block; (ii) he or she is authorized under Client’s governing documents and by Client’s governing body to execute the Order and bind Client to it and to this Agreement; and (iii) he or she is authorized to approve and direct payment of the amounts due under the Order from Client’s own funds.

(b) Ref Insight reserves the right to require a Governed Entity Client to execute each Order through two named signatories, unless Ref Insight agrees in writing, based on documentation delivered under Section 6 to the sole satisfaction of Ref Insight, that a single named signatory holds sole authority to contract and to direct payment. A Sole-Operator Client executes each Order through its single named signatory.

(c) Each individual signing an Order agrees to indemnify, defend, and hold harmless Ref Insight from and against any loss, liability, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to any breach of the representations made by that individual in this Section 5. This indemnity is personal to that individual, is not subject to any limitation of liability in this Agreement or in any Order, and survives the expiration or termination of this Agreement.

(d) The representations in this Section 5 are made to induce Ref Insight to enter into each Order, are relied upon by Ref Insight, and survive the expiration or termination of this Agreement.

6. Onboarding Documentation

Client will deliver the following to Ref Insight before the Services are activated under an Order, unless otherwise agreed or waived. 

(a) All Clients: a completed IRS Form W-9 in Client’s exact legal name, and the name, title, and email address of a primary contact for notices under Section 32.

(b) Sole-Operator Clients: evidence, to Ref Insight’s sole satisfaction that the individual signing is the sole owner of Client and the only person authorized to contract on Client’s behalf and to direct payment of Client’s funds. 

(c) Governed Entity Clients: the name, title, and email address of a second officer, member, or manager for notices under Section 32.

(d) Ref Insight may in addition request from a Client a resolution of Client’s governing body, or a certificate of an officer or manager of Client, authorizing the Order and identifying by name and title each person authorized to execute it, together with the provisions of Client’s bylaws, operating agreement, or other governing documents that address contracting authority and authority to disburse funds. Client will provide any documentation so requested. Ref Insight is not obliged to make such a request and does not do so in every case.

Ref Insight may decline to activate the Services, or may suspend the Services, until the items required for Client’s classification under subsections (a) to (c), and any documentation requested under subsection (d), have been received in form satisfactory to Ref Insight. Ref Insight may waive any item in this Section; a waiver applies only to the item and the Order identified in it. In all situations, the individuals named in the signature blocks of the executed Order are the persons treated as authorized for purposes of Sections 5(b), 7.2, and 23.

7. Subaccounts

7.1  Structure. A Client may hold one or more subaccounts within its account. A subaccount sits within the master account, shares the master account’s Directory, and is operated by a separate entity or individual. In this Agreement, a Client that holds subaccounts is a “Master Account Client” and a Client that operates a subaccount is a “Subaccount Client”. A Subaccount Client may not itself hold subaccounts; subaccounts exist at one level only.

7.2  Creation and consent. A subaccount is created only under a Subaccount Services Order executed by the Subaccount Client and countersigned by the Master Account Client (subject to Ref Insight’s sole satisfaction as to the appropriate signatory(ies)). That countersignature is the Master Account Client’s consent to the subaccount and its confirmation that the Subaccount Client is authorized to operate within its master account. A Subaccount Client is both (x) a Client under this Agreement in its own right and is classified under Section 3 independently of the Master Account Client, and (y) an affiliate and representative of the Master Account Client, for which the Master Account Client remains responsible for in all regards, including in regards to any payment obligations of the Subaccount as set forth herein.

7.3  Term. A Subaccount Services Order is co-terminous with the Master Account Client’s Services Order. Where a Subaccount Services Order begins after the start of the master Order’s term, its term is the remainder of the Master Account Client’s term and is not extended for that reason. Expiration or termination of the master Order terminates each Subaccount Services Order on the same date, subject to Section 7.8.

7.4  Directory and data. The Directory, and all data generated within a Master Account Client’s account and any of its subaccounts, belong to the Master Account Client. A Subaccount Client’s rights in the Directory and in that data are limited to use of the Services during the term of its Order and end on expiration or termination of that Order. On expiration or termination, a Subaccount Client is not entitled to export, retain, or receive a copy of Directory records or of Assignment, scheduling, assessment, game report, or payment data generated within its subaccount, except as provided in Section 7.8. This Section does not limit any right an individual official or other data subject holds under applicable law or under the Ref Insight Privacy Policy.

7.5  Fees. Unit pricing under a Subaccount Services Order is that of the master Order. A Subaccount Client purchases its own assignments, which do not draw down the master Order’s purchased quantity, and pays its own subaccount fee and any data migration quoted under Section 7.6. Officials in the Directory, assignors, site onboarding, and enhanced onboarding support and training are billed to the Master Account Client under the master Order. Where a Subaccount Client requires additional assignors or officials not already counted under the master Order, those additions are made with the Master Account Client’s approval and are billed to the Master Account Client under the master Order.

7.6  Data migration. Data migration performed as part of a Master Account Client’s initial onboarding is billed under the master Order. Migration for a subaccount added after that onboarding is billed to the Subaccount Client and quoted separately based on the source platform and record volume. The subaccount fee covers routine administration of the subaccount, including tracking of assignment credits and usage and small data transfers.

7.7  Non-payment; notice and election. Fees due under a Subaccount Services Order are the first obligation of the Subaccount Client. If any amount due under a Subaccount Services Order remains unpaid after the invoice due date, Ref Insight may elect, at its sole discretion, to give written notice of the delinquency to both the Subaccount Client and the Master Account Client. Within fifteen (15) calendar days of that notice, the Master Account Client may elect in writing to pay the outstanding amount or to authorize Ref Insight to suspend or terminate the subaccount. If the Master Account Client makes neither election within that period and the subaccount remains active, the Master Account Client is liable for fees accruing under that Order, as billed in the sole discretion of Ref Insight. Nothing in this Section limits Ref Insight’s right to suspend or terminate the subaccount for non-payment or to pursue the Subaccount Client for any amount due.

7.8  Continuity on termination of the master Order. If a master Order expires or terminates, and the Subaccount Services Order has not been terminated for the Subaccount Client’s own default, the Subaccount Client may, by written notice to Ref Insight within thirty (30) calendar days of that expiration or termination, elect to enter into its own Services Order as a master account client. The Subaccount Client may elect either (i) to retain the unit pricing of the master Order for the remainder of the term that Order would have run, on the same payment option, or (ii) to enter into a new Services Order at Ref Insight’s then-current pricing for the term length and payment option it selects. Either election is subject to the onboarding requirements of Section 6.

Where the Subaccount Client makes that election and executes a Services Order, Ref Insight will transfer to its new account the Assignment, schedule, game report, assessment, and payment records generated within the subaccount during the term of its Order, together with the Directory records of the officials the Subaccount Client selects from among those who worked within its subaccount. Officials so selected are not required to re-register or to accept a new invitation, and are billed to the Subaccount Client under its new Services Order. Ref Insight will not transfer Directory records of officials who did not work within the subaccount, other data of the Master Account Client, or data of any other subaccount, and the Master Account Client retains its own Directory. The transfer described in this Section is a data migration, quoted separately based on record volume and billed to the Subaccount Client under its new Services Order.

Ref Insight will retain the records described above for thirty (30) calendar days after expiration or termination of the master Order pending an election under this Section, after which they are handled in accordance with Ref Insight’s standard deprovisioning practice. By countersigning a Subaccount Services Order, the Master Account Client consents in advance to the transfer described in this Section, and acknowledges that officials are individuals who may hold profiles within, and accept assignments from, any number of Ref Insight clients, and that the Master Account Client claims no exclusive right to any official.

7.9  Suspension. Suspension or termination of a master Order, or suspension of a Master Account Client’s account, suspends each subaccount within it for as long as that continues. Suspension or termination of a subaccount does not affect the Master Account Client’s account. Ref Insight reserves the right to suspend or terminate any account. Action taken by Ref Insight under this Section is not a breach or default by Ref Insight, does not entitle any Client to a refund, credit, or damages, and does not relieve any Client of a payment obligation.

8. Ref Insight’s Intellectual Property

As used in this Agreement, the term “Intellectual Property” shall mean all of Ref Insight’s inventions, programming code, design patterns, algorithms, methods, software, processes, methods, products, source code, programming, intellectual property, software, application programming interface (api), copyright, patent applications, and other proprietary rights; specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information.

9. License and Ownership

Ref Insight grants Client a limited, non-exclusive, non-assignable, non-transferable license to access and use its Services in legally authorized jurisdictions for personal, business, and commercial purposes. This license is contingent upon Client’s compliance with the terms of this Agreement, the Terms of Service, and the Privacy Policy. If at any time, Client does not agree to this Agreement, the Terms of Service, and the Privacy Policy then Client shall immediately give written notice to Ref Insight and cease using the Services. Any unauthorized use of the Services shall automatically terminate the license granted to Client by Ref Insight for such use. The Client shall be solely responsible for its actions and the contents of its transmissions or information posted via the Services. You acknowledge and agree that the Services, Intellectual Property, all patent rights, trade secret rights, design rights, copyrights, trademark rights, and other property rights in the Services shall at all times remain Ref Insight’s sole property. The parties agree that the Services being provided by Ref Insight to the Client are not a work for hire and that Ref Insight is the sole owner of Ref Insight’s intellectual property as well as all copyright thereto (other than those items obtained as open source software or items licensed or purchased by Ref Insight from a third party provider). Since this is not a work for hire Client will not acquire any right, title or interest in or to the Services by reason of this Agreement, except for the non-exclusive license to use the Services in accordance with these terms of this Agreement, the Terms of Service, and the Privacy Policy.

Client does not obtain any rights to sell, rent, copy, disseminate, transfer, decompile, or modify any of the Services or any of Ref Insight’s Intellectual Property for the use by any third parties or for any other reason not set forth in this Agreement.

10. Changes to annual commitments

Should the Client exceed of the number of users committed to during the contract year by more than ten per-cent (10%), Ref Insight reserves the right to invoice the Client for the number of users exceeding the initial commitment.  

Should the Client exceed the number of assignments or transactions purchased, the Client will be invoiced monthly for additional assignments and/or transactions made, unless other arrangements for invoicing and payment are made in writing between Ref Insight and the Client.

Should the Client use less than the number of assignments and/or transactions purchased, at least twenty per-cent (20%) of unused purchased assignments and/or transactions can be rolled over to the subsequent contract renewal year upon request.  Ref Insight may, in its sole and absolute discretion, permit a greater percentage or amount to be rolled over. Any rollover applies only to the contract renewal year immediately following the year in which the assignments and/or transactions were purchased, and unused amounts do not carry forward beyond that year.   No refunds will be provided for purchased, but unused, assignments and/or transactions.

11. Payments

(a) Fees, invoicing intervals, and payment terms are stated in each Order.

(b) All payments must be made from an account held in Client’s exact legal name as stated in the Order, unless Ref Insight has previously agreed otherwise. Ref Insight may refuse, hold in a non-interest-bearing account, or return any payment that originates from any other account, entity, or source, and may decline to activate or may suspend the Services until conforming payment is received.

(c) Delivery, receipt, deposit, or retention of funds by Ref Insight does not constitute acceptance of an unexecuted Order, agreement to any term, waiver of any condition of this Agreement or of an Order, or commencement of the term or the Services.

(d) Nothing in this Agreement or in any Order limits Ref Insight’s right to refuse, hold, return, or interplead funds under this Section 11 or under Section 22, and no such refusal, holding, return, or interpleader is a refund, cancellation, or breach by Ref Insight.

12. Other costs and expenses

Should the Client require travel for in-person meetings or other events, as long as approved by the Client in writing in advance, the Client will pay Ref Insight’s travel, itemized costs, and expenses within thirty (30) calendar days of receiving the itemized invoice for such costs and expenses.  

13. Timeline and Milestones

Ref Insight agrees to meet and discuss with the Client regarding proposed development timelines and/or milestones concerning platform features or tools that are requested by the Client.  

14. Custom Features

Ref Insight will consider suggestions for standard features to be added to its Services and the platform.  These standard features will be determined by Ref Insight in its sole and absolute discretion but will be developed at no additional cost to the Client.   Should these features, however, be deemed by Ref Insight in its sole and absolute discretion to require custom development specific only to the Client’s needs, secondary agreements setting forth the terms and pricing can be created upon request for such custom projects, features, or tools.

15. Warranties and Disclaimer

Ref Insight shall use commercially reasonable efforts to provide its Services and meet its obligations under this Agreement in a timely and professional manner, using knowledge and recommendations for performing the Services which meet generally acceptable standards in Ref Insight's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Ref Insight on similar projects.

Ref Insight provides the website and the Services on an "as is" and "as available" basis. Ref Insight does not represent or warrant that the website, the Services, or their use: (i) will be uninterrupted, (ii) will be free of inaccuracies or errors, or (iii) will meet the Client’s requirements. Ref Insight makes no warranty regarding the Services or that they will always be free from bugs, worms, viruses, errors, or other problems commonly associated with web-based programs and hereby software. Without limiting the foregoing, Ref Insight expressly disclaims all warranties, whether express, implied, or statutory, regarding the Site and the Services including, without limitation, any warranty of merchantability, non-infringement, fitness for a particular purpose, that the Site or the Services will meet Client’s specific requirements, that the Site or the Services will function in an uninterrupted manner, or that the Site or the Services will be completely secure and accurate.  Limitations on liability are set out in Section 16.  Ref Insight will make commercially reasonable efforts to maintain availability of its Services with a guarantee of 99.5% availability per month.

Ref Insight agrees to notify Client within ten (10) business days upon discovery of an unauthorized use of an account, any data breaches, breaches of security or any other matter or activity that may be a threat or affect the systems of the Client in any way.

Client agrees to notify Ref Insight immediately of any unauthorized use of an account, or any other data breaches or breaches of security. Ref Insight will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of the Software, whether by desktop computer, laptop, mobile device, or any other computing device and/or account. Client agrees to indemnify, defend, and hold Ref Insight harmless from and against any and all claims arising from, in connection with, or related in any way, directly or indirectly, to Client’s use and the use by each of its users of the Services.

16. Limitation of Liability

Except as provided below, in no event will the liability of either party in connection with this Agreement exceed the amounts paid, if any, to the other during the previous six (6) months. This limitation does not apply to, and no cap limits, Client’s obligations under Sections 5(c), 11, 17, 18, and 19, or Client’s obligation to pay fees due under any Order.

17. Indemnification

(a) In addition to any other indemnity in this Agreement, Client will indemnify, defend, and hold harmless Ref Insight, its members, officers, employees, agents, and subcontractors from and against any and all claims, demands, actions, investigations, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and expert costs) arising out of or relating to:

(i) any dispute regarding the authority of any person to bind Client, execute an Order, approve or direct payment, or give instructions concerning Client’s account or data;

(ii) any dispute among Client’s officers, directors, members, managers, or governing body, or regarding the composition or acts of Client’s governing body;

(iii) any dispute between Client and any parent, affiliate, chapter, committee, successor, or newly formed entity, or between a Master Account Client and a Subaccount Client, including any dispute over ownership of an account, the Directory, data, funds, or contractual rights;

(iv) any allegation that funds paid to Ref Insight were improperly authorized, transferred, applied, converted, or misappropriated; 

(v) any inquiry, audit, examination, or proceeding by a state attorney general, the Internal Revenue Service, or any other governmental or regulatory authority concerning Client’s organization, governance, tax status, or use of funds;

(vi) any breach of this Agreement or any breach of a Subaccount’s agreement, including any representation or warrant made by Client;

(vii) gross negligence, fraud or willful misconduct by the Client; or

(viii) any violation of applicable law by the Client or the Client’s subaccounts.

(b) Client will indemnify Ref Insight whether or not Ref Insight is named as a party, and whether the claim is brought by Client, by a person purporting to act for Client, or by a third party.

(c) To the extent reasonably practicable, Ref Insight will give Client notice of any claim for which it seeks indemnity. Ref Insight may, at its own election and at Client’s expense, assume or participate in the defense of any such claim with counsel of its choosing. Client may not settle any claim in a manner that imposes any obligation or admission on Ref Insight without Ref Insight’s prior written consent.

18. Reversal or Clawback of Payments

If any payment made to Ref Insight is reversed, avoided, disgorged, recovered, or ordered to be repaid, in whole or in part, by a court, arbitrator, receiver, trustee, regulator, financial institution, or Client’s governing body, then: (a) the fees underlying that payment are immediately due and payable by Client as if the payment had never been made; (b) Ref Insight may suspend or terminate the Services immediately on written notice; and (c) Client will reimburse Ref Insight for all costs and expenses, including reasonable attorneys’ fees, incurred in connection with the reversal or its recovery.

19. Compelled Disclosure and Response Costs

Client will reimburse Ref Insight for all reasonable costs and expenses, including attorneys’ fees and staff time at Ref Insight’s then-current rates, incurred in responding to any subpoena, discovery request, records request, preservation demand, litigation hold, or governmental or regulatory inquiry that arises out of or relates to Client, Client’s governance, Client’s use of funds, or any dispute described in Section 17 or Section 22 — whether or not Ref Insight is a party to the underlying matter. To the extent reasonably practicable, Ref Insight will notify Client of any such demand.

20. Assignment and Transfer

Client may not assign, delegate, novate, or otherwise transfer any Order, this Agreement, its account, its credit balances, its data, or any right or obligation under any of them, in whole or in part, to any person or entity — including any parent, affiliate, chapter, committee, successor, reorganized entity, or newly formed entity — without Ref Insight’s prior written consent. A merger, consolidation, reorganization, dissolution, change of control, or transfer of substantially all of Client’s assets or operations is an assignment for purposes of this Section. Any attempted assignment or transfer in violation of this Section is void and is a material default under this Agreement. The establishment of a subaccount in accordance with Section 7, and a transfer of data made under Section 7.8, are not assignments for purposes of this Section. 

21. Notice of Changes in Status or Authority

(a) Client will notify Ref Insight in writing within ten (10) business days of: (i) any change in Client’s legal name, entity type, ownership, tax status, or state of formation; (ii) any change in the persons authorized to contract on Client’s behalf or to direct payment of Client’s funds; (iii) the formation, incorporation, or registration of any affiliated, successor, or related entity intended to assume, share, or replace any part of Client’s operations; and (iv) any dispute, claim, investigation, or proceeding of the kind described in Section 4(d).

(b) A Governed Entity Client will also notify Ref Insight within the same period of any change in its officers, directors, managers, or governing body.

(c) A Sole-Operator Client will notify Ref Insight before any event that would cause it to cease to meet the definition of a Sole-Operator Client, and will deliver the documentation described in Section 6(d) on Ref Insight’s request.

22. Conflicting Instructions; Suspension; Disputed Funds

(a) If Ref Insight receives conflicting instructions, or competing claims to an account, the Directory, data, funds, or contractual rights, from two or more persons each purporting to act for or on behalf of a Client, from a Client and any person or entity claiming to be its successor or affiliate, or from a Master Account Client and a Subaccount Client, Ref Insight may, in its sole discretion and without liability: suspend the Services in whole or in part; decline, hold, or return any payment; withhold release, export, transfer, or deletion of data; and decline to act until the conflict is resolved to Ref Insight’s sole satisfaction.

(b) Ref Insight may, at Client’s expense, deposit or interplead any disputed funds with a court of competent jurisdiction, and may join Client and any adverse claimant in that proceeding.

(c) Action taken by Ref Insight under this Section is not a breach or default by Ref Insight, does not entitle Client to any refund, credit, or damages, and does not relieve Client of any payment obligation.

23. Client Data During a Dispute

Ref Insight reserves the right to not act on instructions concerning the export, transfer, or deletion of Client data until Ref Insight is fully satisfied as to the authority, role, and properness of such request. Where a conflict described in Section 22 exists, Ref Insight may retain the data in place, without export, transfer, or deletion, until the conflict is resolved, and Ref Insight has no liability for doing so. Retention of data under this Section does not transfer ownership of that data or waive any obligation of confidentiality. As between a Master Account Client and a Subaccount Client, ownership is determined by Section 7.4.

24. Default

The occurrence of any of the following shall constitute a material default under this Agreement:

a. The failure to make a required payment when due.

b. The insolvency or bankruptcy of either party.

c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

d. Any breach by Client of Section 4, Section 5, or Section 20.

25. Remedies on Default

In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have ten (10) calendar days from the effective date or receipt of such notice to cure the default(s). Termination under this Section does not entitle Client to any refund or credit of fees paid, and does not relieve Client of fees due for the term of any Order.

26. Dispute Resolution

Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. The arbitrator(s) shall not have the authority to modify any provisions of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement, except that Ref Insight may exercise its rights under Sections 6, 11, 18, 22, and 23 during any such proceeding. Each of the parties acknowledges that there is no adequate remedy at law in the event the Client uses the Services in any way not permitted hereunder, and hereby agrees that Ref Insight shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein. The prevailing party in any dispute resolved by binding arbitration, or litigation if necessary to bring or enforce an injunction, shall be entitled to recover its attorneys’ fees and costs.

27. Relationship of Parties

It is understood by the parties that Ref Insight is a service provider with respect to the Client, and not an employee or independent contractor of the Client.  The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Ref Insight.

28. Laws affecting electronic commerce

The Client agrees that the Client is solely responsible for complying with laws, taxes, and tariffs that governments enact and fix from time to time in connection with Internet electronic commerce, and shall indemnify, hold harmless, protect, and defend Ref Insight and its subcontractors from any cost, claim, suit, penalty, or tariff, including attorneys’ fees, costs, and expenses, arising from the Client’s exercise of Internet electronic commerce.

29. Confidentiality

Ref Insight and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Ref Insight, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Client. Ref Insight and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement.  Disclosure compelled by subpoena, court order, or governmental or regulatory authority is not a breach of this Section, and Section 19 applies to the costs of responding.

30. No Solicitation

During the term of this Agreement, and for a period of twelve (12) months following expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage, or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire, or any other kind of basis, any Ref Insight employee or independent contractor, whether or not said person or entity has been assigned to perform tasks under this Agreement and in connection with this section, Ref Insight shall be entitled to seek all remedies under law and equity.

31. No Exclusivity

The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Ref Insight shall be entitled to offer and provide the same or similar services to others, solicit other clients and otherwise advertise its services.

32. Notice

Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, by nationally recognized overnight courier, by email, to the addresses listed above or to such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, one (1) business day after deposit with an overnight courier, on the date sent by email (unless sender receives notice that such email failed to be delivered), or on the third day after mailing if not signed for.  Notices to a Governed Entity Client may be sent to one or both contacts identified under Section 6. Notices to Ref Insight must be sent to admin@RefInsight.com and to the address listed above.

33. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes any prior understanding or representation of any kind preceding the date of the Agreement.  There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of the Agreement, other than the Terms of Service and Privacy Policy which the parties acknowledge are also binding on them.  Any modification or amendment to this Agreement must be in writing and signed by both parties.

34. Amendment

This Agreement may be modified or amended if the amendment is made in writing and signed by both parties.

35. Severability

If any part(s) of the Agreement is found to be held unenforceable for any reason, the remainder of the Agreement shall continue in full force and effect.  If any court of competent jurisdiction deems any provision of the Agreement invalid or unenforceable, and if limiting such provision(s) would make the provision valid, then such provision shall be deemed to be construed as so limited.

36. Waiver of Contractual Right

The failure of either party to enforce any provisions of the Agreement shall not be deemed a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of the Agreement.

37. Applicable law

This Agreement shall be governed by the laws of the State of Wyoming.

38. Counterparts/Electronic Signature

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail or other electronic medium shall have the same force and effect as an original signature.  The signing of this Agreement signifies the acceptance of the terms and conditions as specified herein. Execution of an Order also constitutes the representations made in Sections 4 and 5.

39. Use of Services

The Client represents and warrants to Ref Insight that Client’s use of the Services will not be in violation of any state or federal law or any local ordinance, infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity, or any other legal right of any third party and will comply with all applicable laws, rules, and regulations. Client further represents and warrants to Ref Insight that it is the true owner of any content uploaded to the Services and that the content is free from any and all liens, encumbrances, or any other restrictions on Client’s right to display or use the content, and that there are, to the best of Client’s knowledge, no pending or threatened claims, demands, or litigation concerning any of the Content. Furthermore, Client represents to Ref Insight that Ref Insight will not be required to make any payments such as licensing fees or royalties to any third party in connection with the Content.

40. Survival

Sections 4, 5, 7.4, 7.8, 11(c), 11(d), 16, 17, 18, 19, 20, 22, 23, 29, 32, and 37 survive the expiration or termination of this Agreement and of any Order.