My Best Referrals Group
Membership Terms and Conditions
These Membership Terms and Conditions (this “Agreement”) are incorporated into each My Best Referrals Application (“MBR Application”) and shall be effective as of the date the MBR Member is accepted as an MBR Member (the “Effective Date”), and is between My Best Referrals Group, LLC, (“MBR”) located at 4401 E. Beryl Lane, Phoenix, Arizona 85028 and MBR Member, (“MBR Member”) as listed on the MBR Application. MBR and MBR Member are sometimes individually referred to as “Party” and collectively referred to as the “Parties.”
WHEREAS, MBR and MBR Member desire to establish a non-exclusive strategic marketing agreement whereby My Best Referrals Group, LLC will promote MBR Member’s products and services and the MBR Directory to its customers. This Agreement may be modified from time to time in the form of a written instrument (an “Amendment”). The terms of any Amendment executed during this Agreement will be subject to the terms of this Agreement unless otherwise stipulated in the Amendment. This Agreement is further subject to the MBR Privacy Policy, located at www.mybestreferals.com/.
1. SCOPE OF ACTIVITIES.
My Best Referrals Group, LLC, and MBR Member have agreed to engage in and perform the marketing activities contemplated by this Agreement. All costs of a Party in engaging in promotion and marketing shall be borne solely by that Party, unless otherwise indicated below.
MBR Member Activities:
Subject to the terms of this Agreement, MBR Member shall disclose and transfer the MBR Member’s customer and contact list, in a format reasonably acceptable to MBR (the “Contact Information”).
MBR Member shall adhere to this Agreement, MBR Code of Ethics, and other guidelines and policies, as published and/or updated by MBR from time to time.
MBR Activities:
MBR shall include and market MBR on the MBR Directory.
MBR shall market the MBR Directory to prospective customers utilizing the Contact Information provided by MBR Member (as well as the contact information provided by other MBR Members).
MBR SHALL NOT DISCLOSE MBR MEMBER’S CONTACT INFORMATION TO OTHER MBR MEMBERS, PROVIDED, HOWEVER, THAT MBR MAY DISCLOSE MBR MEMBER’S CONTACT INFORMATION TO MBR VENDORS AND OTHER THIRD PARTIES FOR THE SOLE PURPOSE OF MARKETING THE MBR DIRECTORY.
MBR will create appropriate promotional announcements, press releases, emails, and SMS messages, collectively referred to as Promotions, relating to the relationship set forth in this Agreement. All such Promotions shall be communicated to MBR Member prior to publication for review and approval. If such approval or rejection is not received within three (3) business days, then such Promotions shall be deemed approved by MBR Member.
2. SCOPE OF ACTIVITIES.
MBR Member shall pay membership and other fees to MBR as provided on the MBR Application, as subsequently updated by MBR from time to time by written notice or publication at www.mybestreferrals.com/.
3. REPORTING
Within ten (10) days after the end of each calendar quarter during the Term, My Best Referrals Group, LLC will provide MBR Member with (or provide access to) a monthly report of data relating to the MBR Directory and/or other related information.
4. LICENSES
Within ten (10) days after the end of each calendar quarter during the Term, My Best Referrals Group, LLC will provide MBR Member with (or provide access to) a monthly report of data relating to the MBR Directory and/or other related information.
MBR Member grants to MBR a non-exclusive, non-transferable, royalty-free license to use MBR Member’s trade names, trademarks, logos and service marks (collectively “Marks”) in connection with the performance of this Agreement. MBR Member has the necessary rights in the Marks to provide such license and agrees to indemnify MBR against all damages resulting from, or in connection with, MBR’s use of the Marks.
MBR Member grants to MBR a non-exclusive, non-transferable, royalty-free license to use MBR Member’s customer, client, and contacts information including email addresses and phone numbers collectively, as well as all information related to referrals of potential MBR members (“Contact Information”) in connection with the performance of this Agreement. MBR Member affirms that all contact information provided by MBR Member is accurate. MBR Member agrees to indemnify MBR against any damages resulting from inaccurate Contact Information or liability for publishing such information.
MBR shall not use any of MBR Member’s Marks and Contact Information for any purpose other than within the scope of this Agreement.
5. INSURANCE AND COMPLIANCE WITH LAWS
MBR Member shall be solely responsible for obtaining and maintaining all necessary licenses, permits, certifications, insurance, bonds, accreditations, and complying with any other legal or professional requirements applicable to their particular industry. This includes, but is not limited to, maintaining current and valid professional licenses, continuing education obligations, and any other credentials required by applicable laws, regulations, or industry standards. MBR Member shall provide evidence of such compliance upon request and shall promptly update MBR regarding any changes or lapses in such requirements. MBR Member agrees to indemnify and hold harmless MBR from any claims, damages, or liabilities arising out of MBR Member’s failure to meet such legal and professional obligations.
6. TERM AND TERMINATION.
The initial term shall be one (1) year. The term shall automatically renew for successive one (1) year periods unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the end of the then-current term, and MBR’s then-current membership fees shall apply to any renewal term.
Monthly Membership.
A monthly membership may be terminated at any time by providing the other party with at least thirty (30) days' written notice. The membership will remain active until the end of the notice period.
Annual Membership.
An annual membership shall have an initial term of one (1) year. The membership can be terminated by either party with at least thirty (30) days' prior written notice before the annual expiration date. If such notice is given, the membership will terminate at the end of the current annual term.
Renewal.
The membership shall automatically renew for successive one (1) year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, in which case the membership will terminate at the end of that term. MBR’s then-current membership fees shall apply to any renewal.
Termination for Cause.
If either Party materially defaults in the performance of any provision of this Agreement, and such default is not cured within 30 days after the non-defaulting Party gives the defaulting Party written notice of such default, then the non-defaulting Party shall be entitled to terminate the Agreement immediately upon written notice of termination to the defaulting Party.
Termination for Convenience.
MBR and MBR Member may terminate this Agreement for any reason at any time after the initial Term upon providing thirty (30) days prior written notice to the other party, without further obligation of either Party except for any outstanding payment obligations hereunder and those obligations that survive termination under Section 9.c.
Effect of Termination.
Termination shall not relieve either Party of any obligations incurred prior to the termination. Upon termination, MBR agrees to (i) cease all promotions of MBR Member’s services; (ii) cease all use of MBR Member’s technology and Marks; and (iii) cease making MBR Member’s services available in or through a website or otherwise, and upon request, to promptly destroy or return all copies (electronic or written) of the content, technology, and any other confidential or proprietary information in MBR’s possession or control. Without limiting the foregoing in any way, the Parties agree that following termination, each Party may continue to make their products/services available directly to users subscribing to the product/service prior to termination, without any liability or obligation to the other Party.
7. WARRANTIES; DISCLAIMER.
a. Each Party represents and warrants to the other that:
it has the full right and authority to enter into this Agreement and to perform the acts required of it hereunder;
this Agreement by such Party and the performance by such Party of its obligations and duties hereunder do not and shall not violate any other Agreement to which such Party is a Party or by which it is otherwise bound;
this Agreement shall constitute the legal, valid and binding obligation of such Party, enforceable against such Party according to its terms;
such Party acknowledges that the other Party makes no representations, warranties or Agreements related to the subject matter hereof that are not expressly specified in this Agreement.
b. Right to Disclose.
MBR Member represents and warrants that MBR Member has the right to disclose and transfer the Contact Information to MBR, and that no included Contact Information is subject to any restriction that would prohibit or restrict MBR from marketing the MBR Directory to the associated contacts using the Contact Information. MBR Member represents and warrants that all contact information, including email addresses and phone numbers, provided to the Service Provider for marketing purposes has been collected, processed, and provided in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679), CAN-SPAM Act, and relevant privacy laws. MBR Member agrees to indemnify MBR for any claims, causes of action, or damages arising out of or related to Contact Information provided in violation of any applicable data privacy law. MBR Member waives any claim or liability it may have against MBR as a result of MBR using Contact Information.
c. Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES AND EACH PARTY HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
8. INDEMNIFICATION.
a. MBR Duty to Indemnify.
MBR will indemnify, defend, and hold MBR Member and its directors, officers, employees and agents harmless from any and all costs, expenses (including reasonable attorney’s fees) losses, damages, or liabilities incurred insofar as such costs, expenses, losses, damages or liabilities are based on a claim that the MBR’s technology or the MBR’s Marks infringes any intellectual property rights of a third party.
b. MBR Member Duty to Indemnify.
MBR Member will indemnify, defend, and hold MBR and its directors, officers, employees and agents harmless from any and all costs, expenses (including reasonable attorney’s fees) losses, damages, or liabilities incurred insofar as such costs, expenses, losses, damages or liabilities are based on, or related to, a claim that the MBR Member’s technology or the MBR Member’s Marks infringes any intellectual property rights of a third party, or Contact Information provided by MBR Member.
c. Indemnification Procedures.
The indemnified Party shall provide the indemnifying Party with prompt written notice of any such claim. The indemnifying Party shall have sole control and authority with respect to the defense and settlement of any such claim. The indemnified Party shall cooperate fully with the indemnifying Party, at the indemnifying Party’s sole cost and expenses, in the defense of any such claim. The indemnifying Party shall not agree to any such claim that does not include a complete release of the indemnified Party from all liability with respect thereto or that imposes any liability, obligation or restriction on the indemnified Party without the prior written consent of the indemnified Party. The indemnified Party may participate in the defense of any claim through its own counsel, and at its own expense.
9. CONFIDENTIALITY.
a. Protection of Information.
The parties may provide each other with confidential information and trade secrets, including without limitation, Contact Information, information on their respective organization, business, finances, personnel, services, systems, pricing structure, proprietary products and processes, transactions and/or business relations (collectively, the “Information”). The term “Information” shall not include (i) information generally available to the public through no fault of the other Party, (ii) information which the other Party already had knowledge of, or (iii) information which has become part of the public domain through no fault of a Party. Each Party agrees to retain in confidence at all times and to require its employees, consultants, professional representatives and agents to retain in confidence all information disclosed by the other Party. Each Party shall only use the other’s information solely for the purpose of performing obligations under this Agreement, and only disclose the Confidential Information on a need-to-know basis, provided that, such party shall be liable for the acts of any third party who obtains the Confidential Information from such party. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. Further, the receiving Party may disclose information to the extent ordered to be disclosed by subpoena, other legal process or requirement of law, after first giving the disclosing Party a reasonable opportunity to contest such disclosure requirement.
b. Injunctive Relief.
Each Party acknowledges and agrees that any use or disclosure of Confidential Information by the Party in a manner inconsistent with the provisions of this Agreement may cause another Party harm which will not be compensable by monetary damages alone and, accordingly, such other Party will, in addition to other available legal or equitable remedies, be entitled to seek an immediate injunction restraining the disclosing Party from committing or continuing to commit a breach. A Party may avail itself of injunctive relief in addition and without prejudice to any other remedies available to it.
c. Survival.
This Section 9. will survive the termination or expiration of this Agreement.
10. LIMITATION OF LIABILITY.
THE PARTIES AGREE THAT IN NO EVENT SHALL MBR OR MBR MEMBER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER PARTY (I) BE LIABLE FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES ARISING OUT OF THE TERMINATION OF THIS AGREEMENT, OR (II) BE LIABLE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, THAT EXCEED THE AMOUNTS REQUIRED TO BE PAID BY EITHER PARTY TO THE OTHER HEREUNDER. THE PARTIES FURTHER AGREE THAT FOR AMOUNTS PAYABLE UNDER SECTION 8 (INDEMNIFICATION) OR SECTION 9 (CONFIDENTIALITY) HEREUNDER, MBR’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE SUM OF ONE THOUSAND DOLLARS ($1,000.00). THE FOREGOING NOTWITHSTANDING, AS BETWEEN THE PARTIES AND ANY PARTNER AND/OR VENDOR OF THE RESPECTIVE PARTIES, NOTHING IN THIS AGREEMENT SHALL CONFER ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES OF ANY NATURE FOR ANY REASON BY THE PARTIES AGAINST SUCH PARTNER AND/OR VENDOR USED BY THE PARTIES TO PROVIDE AND/OR SUPPORT THE PARTY’S RESPECTIVE PRODUCTS AND/OR SERVICES.
11. MISCELLANEOUS.
a. Notices.
All notices that either Party is required or may desire to serve upon the other Party shall be in writing and addressed to the Party to be served at the respective addresses set forth herein or in the MBR Application, and shall be sent via U.S. Express Mail or private express courier service with confirmed receipt and will be effective upon receipt at the addresses listed herein (unless the Parties are notified in writing of a change in address, in which case notice will be sent to the new address).
b. Entire Agreement.
This Agreement, along with the MBR Application and the MBR Privacy Policy, constitutes the entire understanding and agreement between the parties with respect to the transactions contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between the Parties concerning the subject matter hereof. Neither Party is relying upon any warranties, representations, assurances, or inducements not expressly set forth herein.
c. Waiver.
No waiver of any provision of this Agreement or any rights or obligations of either Party hereunder shall be effective, except pursuant to a written instrument signed by the Party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
d. Force Majeure.
If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
e. Headings.
The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal effect.
f. Amendments and Severability.
No amendment or modification of this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.
g. Assignment.
This Agreement shall be binding upon and inure to the benefit of each Party’s successors and assigns. Neither Party may assign this Agreement, in whole or in part, without the other Party’s prior written consent; provided, however, that the sale of any portion of the assets of either Party, or any of its subsidiaries, its acquisition by merger into another company, shall not be deemed an assignment of this Agreement by such Party. Provided further, that the Party to be sold or acquired in accordance with the previous sentence must provide written notice to the other Party of any such sale or acquisition within forty-five (45) calendar days of the closing. Any attempt to assign this Agreement other than in accordance with this provision shall be null and void.
h. Independent Contractors.
The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, partnership, franchise, sales, representative or employment relationship between the Parties or to impose any partnership obligation or liability upon either Party. Each Party shall bear its own costs and expenses in performing this Agreement.
i. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without reference to conflicts of laws or choice of laws rules. All legal actions relating to this Agreement shall be brought in the state or federal courts located in the State of Arizona.
j. Non-Exclusive Arrangement.
The Parties understand that this Agreement is not an exclusive arrangement between the Parties. The Parties agree that they are free to enter into similar transactions as set forth in this Agreement with other entities and that the Parties may directly or indirectly solicit customer referrals via other channels under terms that may differ from the terms and conditions set forth herein.
k. Construction.
In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties, and the remainder of this Agreement shall remain in full force and effect. There shall be no presumption for or against either Party as a result of such Party being the principal drafter of this Agreement.
l. Records.
During the Term and for a period of 1 year(s) thereafter, the Parties will maintain books and records related to the customer transactions contemplated under this Agreement. Upon reasonable notice, the requested Party will provide such books and records to the requesting Party for review to ensure the requested Party’s compliance with the terms of this Agreement.
This Agreement is intended to supplement and form an integral part of the MBR Application, which terms are incorporated therein, and as such should be read in conjunction with the MBR Application and forms the entire agreement between the Parties.
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Last Revised: July, 2025