Terms and Conditions

1. Definitions

In these Terms and Conditions:

• “IRefer Club,” “we,” “us” and “our” mean IRefer Club Inc. and, where applicable, its employees, contractors and authorized service providers.
• “Customer,” “you” and “your” mean the person, business, organization or professional accessing or using the services.
• “Services” means the IRefer Club website, business listings, visibility pages, subscriptions, content preparation, assessments, reports, software-supported workflows and related services.
• “Submitted Content” means information, text, images, logos, links, records and other materials supplied by or on behalf of a Customer.
• “Third-Party Platform” means a website, search engine, artificial-intelligence system, map, directory, social network, payment processor, booking system or other service not owned or controlled by IRefer Club.

2. About IRefer Club

IRefer Club is an online business visibility service designed to help businesses and professionals organize and publish public information about who they are, what they do, where they operate and how customers can contact them.

The Services may include business listings, visibility pages, structured business information, service descriptions, service-area information, links, images, search-supporting content, assessments, AI-assisted drafting, software-supported workflows and related visibility services.

IRefer Club is independent from Google, Bing, Apple, Meta, Facebook, Instagram, LinkedIn, TikTok, OpenAI, ChatGPT, Google Gemini, Perplexity and all other Third-Party Platforms unless an express written partnership is stated.

3. Business and Commercial Use

The Services are primarily offered for business, commercial, professional and organizational purposes.

By purchasing or using a paid Service on behalf of a business, organization or professional practice, you confirm that the Service is being obtained for a business or commercial purpose and that you have authority to bind that business, organization or professional practice.

If any applicable consumer-protection law applies to a transaction, nothing in these Terms limits or excludes a right or remedy that cannot lawfully be waived.

4. Eligibility and Authority

You must have reached the age of majority in your province, state or country of residence to purchase or use the Services.

You represent that you are legally capable of entering into this agreement and that you have authority to submit, manage or authorize information concerning the business, organization or professional being listed.

You may not impersonate another person or business, claim a business without authorization, or submit information that you do not have the lawful right to use.

5. Services

IRefer Club may create, organize, edit, publish or maintain information intended to improve the completeness, clarity and accessibility of a business’s online presence.

The particular features, deliverables, service levels and limitations applicable to a subscription or purchase are those displayed on the relevant pricing page, checkout page, proposal, invoice, order form or written service description at the time of purchase.

We may use employees, independent contractors, software, automation and third-party service providers to deliver the Services.

We may add, modify, replace, pause or discontinue features where reasonably necessary to maintain, improve or operate the Services. We will not intentionally remove the essential benefit of an active paid plan without providing an appropriate replacement, adjustment or other remedy where required by law.

6. No Ranking, Recommendation or Customer Guarantee

IRefer Club supports online visibility, information quality and discoverability. We do not guarantee:

• first-page or first-position search rankings;
• indexing by any search engine or directory;
• placement in map results or local search results;
• recommendation, citation or retrieval by an AI system;
• website traffic, impressions or engagement;
• leads, telephone calls, messages or bookings;
• customers, revenue, profits or business growth;
• media coverage, reviews or reputation outcomes; or
• any other specific commercial result.

Search engines, maps, directories, social networks and AI systems use their own algorithms, datasets, policies, technical systems and commercial judgment. These may change at any time without notice to IRefer Club.

Results may also be affected by competition, business location, customer demand, online reputation, website condition, market changes, indexing delays, algorithm changes, policy changes, manual platform actions and the accuracy or consistency of information available from other sources.

Examples, assessments, scores, visibility ranges, audits, forecasts, illustrations and case studies are informational and do not represent a promise that another Customer will obtain the same or similar result.

7. AI-Assisted Content and Automated Processing

IRefer Club may use artificial intelligence, language models, automation and other software tools to help analyze, draft, organize, summarize, classify or format business information.

AI-generated or AI-assisted output may contain errors, omissions, outdated information, unsupported assumptions or wording that is not suitable for a particular business, industry or legal jurisdiction.

AI-assisted content is not legal, accounting, tax, medical, financial, regulatory or other professional advice.

You remain responsible for reviewing information relating to your business and promptly notifying IRefer Club of any inaccurate, misleading, unauthorized or outdated information.

8. Submitted Business Information

You are responsible for the accuracy, legality, currency and completeness of Submitted Content.

Submitted Content may include business names, contact details, addresses, service areas, service descriptions, professional credentials, licences, prices, availability, links, websites, social profiles, booking pages, Google Business Profile information, images, videos, logos and other business information.

You represent and warrant that:

• the Submitted Content is accurate to the best of your knowledge;
• you are authorized to provide and publish it;
• its use does not infringe another person’s rights;
• it does not breach a duty of confidentiality;
• it complies with applicable law and professional requirements; and
• any claims concerning licences, credentials, certifications, qualifications, results or professional status are truthful and supportable.

9. Prohibited Content and Activities

You must not submit or use the Services to distribute content that is:

• false, deceptive, fraudulent or materially misleading;
• defamatory, threatening, harassing or abusive;
• discriminatory or unlawfully hateful;
• obscene or unlawfully explicit;
• unsafe, malicious or intended to cause harm;
• infringing or unauthorized;
• contrary to professional or industry regulations; or
• otherwise unlawful.

You must not interfere with the website, introduce harmful code, attempt unauthorized access, evade technical restrictions, conduct unauthorized security testing, scrape or copy the Services through automated means without written permission, or use the Services to facilitate fraud or unlawful activity.

10. Review, Editing and Removal Rights

IRefer Club may review, edit, format, reorganize, decline, pause, remove or refuse to publish Submitted Content where reasonably necessary for clarity, formatting, quality, safety, legal compliance, platform integrity or consistency with the purpose of the Services.

Reasonable edits may include spelling, grammar, formatting, layout, categorization, search clarity, service-area wording, SEO, GEO, AIO, structured information and similar presentation changes.

We are not required to independently verify or continuously monitor all Submitted Content. However, we may investigate or take action where content appears inaccurate, outdated, unauthorized, misleading, infringing, unlawful, unsafe or inconsistent with these Terms.

We may request evidence supporting ownership, authorization, qualifications, professional status, licences, business claims or other information before publishing or continuing to display content.

11. Customer Review and Ongoing Responsibilities

You are responsible for reviewing your listing, visibility page and related business information and notifying IRefer Club when information is inaccurate, incomplete, outdated or unauthorized.

You remain solely responsible for:

• your business operations and customer relationships;
• licences, permits, registrations and certifications;
• professional standards and regulatory compliance;
• insurance and workplace obligations;
• prices, warranties, refunds and customer service;
• advertising and marketing claims;
• tax, accounting and record-keeping obligations; and
• the quality, safety and legality of your goods and services.

IRefer Club does not endorse a listed business merely by publishing its information and does not guarantee that a listed business is licensed, insured, certified, qualified, available or suitable for a particular customer.

12. Subscriptions, Prices and Billing

Certain Services are offered through recurring subscriptions. The price, billing frequency, included features and material limitations of a plan will be displayed on the applicable pricing page, checkout page, proposal, invoice or order form.

Unless expressly stated otherwise, prices are shown in Canadian dollars and applicable taxes are additional.

By purchasing a recurring subscription, you authorize IRefer Club and its payment processor to charge the selected payment method at the disclosed billing frequency until the subscription is cancelled.

You are responsible for maintaining accurate billing and payment information.

Recurring subscriptions automatically renew at the billing frequency disclosed at checkout until cancelled, unless the applicable offer expressly states otherwise.

We may change subscription prices or plan features prospectively. A material price increase affecting an existing recurring subscription will be communicated before it takes effect. The Customer may cancel before the new price becomes effective. Any additional notice or consent required by applicable law will be provided.

13. Failed and Overdue Payments

If a payment is declined, reversed, charged back or otherwise unpaid, IRefer Club may attempt to process the payment again and may suspend, restrict or discontinue the affected listing or Service.

You remain responsible for valid amounts incurred before cancellation or suspension, together with applicable taxes and any lawful recovery costs.

You must not initiate a payment dispute or chargeback for a valid charge without first making a reasonable attempt to resolve the concern with IRefer Club. Nothing in this paragraph prevents you from exercising a lawful payment-card or statutory right.

14. Cancellation

You may cancel a recurring subscription using the cancellation method identified in your account, checkout confirmation, payment receipt or by contacting IRefer Club at information@ireferclub.com .

Cancellation prevents future renewal charges. Unless otherwise stated, the subscription remains active until the end of the billing period already paid.

A cancellation request should be submitted before the next scheduled billing date. A request is effective when received by IRefer Club and when it contains enough information for us to reasonably identify the subscription. Once a cancellation is effective, we will not intentionally process a future renewal charge.

Cancellation does not automatically delete previously published information, public-source information, archived records or content that IRefer Club is legally permitted or required to retain.

15. Refunds

Except where required by applicable law, where a billing error has occurred, or where IRefer Club expressly agrees otherwise in writing, fees for a billing period that has already begun are non-refundable. Cancellation stops future renewal charges but does not ordinarily create a refund for the current billing period.

IRefer Club may consider a refund or service credit in its discretion based on the circumstances. A discretionary refund or credit in one situation does not create an obligation to provide the same remedy in another situation.

Nothing in these Terms eliminates a refund, cancellation or other right that cannot lawfully be excluded.

16. Third-Party Platforms, Links and Services

The Services may contain or use links, integrations or information associated with Third-Party Platforms, including search engines, AI systems, maps, social networks, directories, hosting providers, payment processors, analytics providers, booking tools and customer websites.

IRefer Club does not own or control Third-Party Platforms and is not responsible for their:

• content, accuracy or availability;
• privacy or security practices;
• terms, policies or business decisions;
• ranking, indexing or recommendation systems;
• outages, errors, suspensions or account restrictions;
• changes to links, APIs, integrations or technical access; or
• use, removal or presentation of business information.

Your use of a Third-Party Platform may be subject to separate terms and policies imposed by that provider.

17. IRefer Club Intellectual Property

As between you and IRefer Club, IRefer Club owns, licenses or otherwise has rights in its trademarks, branding, website design, original written content, page structures, proprietary databases, methodologies, scoring frameworks, assessments, workflows, software configurations and other original or proprietary materials, except for Submitted Content and third-party property.

No ownership right is transferred to you except for a limited right to use the Services in accordance with these Terms.

You may not copy, reproduce, resell, reverse engineer, republish, distribute or commercially exploit IRefer Club’s proprietary materials except with prior written permission or as permitted by law.

18. Licence to Submitted Content

You retain ownership of Submitted Content that you lawfully own.

By submitting content, you grant IRefer Club a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, edit, format, adapt, publish, display and distribute that content to the extent reasonably required to provide, operate and maintain the Services and to display or promote the Customer's public IRefer Club listing.

This licence includes the right to create formatted versions, resized images, extracts, summaries, descriptions and structured representations of Submitted Content.

The licence continues for as long as the content is used in connection with the Services. Certain copies may remain in backups, archives, compliance records or materials already distributed, subject to applicable law and the Privacy Policy.

19. Feedback

If you voluntarily provide suggestions, comments or ideas concerning IRefer Club or the Services, you grant IRefer Club permission to use that feedback without restriction or compensation, provided that we do not publicly identify you as the source without permission.

20. Service Availability and Maintenance

IRefer Club aims to maintain reliable Services but does not guarantee uninterrupted, error-free or continuously available access.

Access may be affected by maintenance, updates, security events, software errors, internet failures, hosting issues, third-party outages, platform changes or events beyond our reasonable control.

We may temporarily suspend part or all of a Service where reasonably necessary for maintenance, security, legal compliance or protection of customers, systems or third parties.

21. Suspension and Termination by IRefer Club

IRefer Club may suspend, restrict, decline or terminate access to a Service or listing where we reasonably believe:

• payment is overdue or reversed;
• Submitted Content is unlawful, false or unauthorized;
• the Service is being misused;
• fraud, impersonation, abuse or harmful activity is suspected;
• these Terms have been materially breached;
• a legal, regulatory or third-party requirement applies; or
• suspension is necessary to protect systems, users or the public.

Where appropriate, we may provide an opportunity to correct the issue. Immediate suspension or removal may occur where the matter is urgent, unlawful, fraudulent, harmful or presents a security or reputational risk.

Termination does not eliminate payment obligations or rights and liabilities that arose before termination.

22. Disclaimer of Warranties

To the maximum extent permitted by law, the Services are provided on an “as is” and “as available” basis.

IRefer Club disclaims all representations, warranties and conditions, whether express, implied, statutory or collateral, including implied warranties or conditions of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability and uninterrupted operation.

We do not warrant that the Services will satisfy every requirement, operate without interruption, remain free from errors, or cause a Third-Party Platform to index, display, rank, cite or recommend a business.

This section applies only to the extent permitted by applicable law.

23. Limitation of Liability

To the maximum extent permitted by law, IRefer Club and its directors, officers, employees, contractors, representatives, affiliates and service providers will not be liable for indirect, incidental, special, exemplary, aggravated, punitive or consequential damages.

This exclusion includes loss of profits, revenue, goodwill, business, customers, opportunities, anticipated savings, rankings, traffic, data or use, and losses resulting from business interruption, platform changes, third-party decisions or reputational harm.

To the maximum extent permitted by law, IRefer Club’s aggregate liability arising from or relating to a particular Service, event or claim will not exceed the total amount actually paid by the Customer to IRefer Club for the Service giving rise to the claim during the three months immediately preceding the event that first gave rise to liability.

The limitations in this section do not apply to liability that cannot lawfully be excluded or limited.

24. Indemnification

To the extent permitted by law, you agree to indemnify and hold harmless IRefer Club and its directors, officers, employees, contractors, representatives, affiliates and service providers from third-party claims, losses, liabilities, damages, judgments, penalties, costs and reasonable legal expenses arising from:

• Submitted Content;
• your business operations, products or services;
• your breach of these Terms;
• your violation of applicable law;
• your infringement of another person’s rights; or
• fraudulent, negligent, harmful or unauthorized conduct by you.

IRefer Club will provide reasonable notice of an indemnified claim where practicable and may participate in the defence or settlement of that claim.

25. Privacy

Collection, use, disclosure, retention and protection of personal information are governed by the IRefer Club Privacy Policy, which is incorporated into these Terms by reference.

You can review the IRefer Club Privacy Policy here .

Business information intended for public display may be published, distributed, indexed, cached, copied or used by customers, search engines, directories, AI systems and other third parties. IRefer Club cannot control all subsequent use of information once it has been lawfully made public.

26. Electronic Communications and Notices

You consent to receiving transactional communications electronically, including account notices, invoices, receipts, renewal information, service updates, security notices and changes to these Terms.

Transactional communications are separate from commercial electronic marketing messages. Marketing communications will be sent only where permitted by applicable law, including Canada's anti-spam legislation (CASL), and will include required sender identification and unsubscribe mechanisms.

Notices to IRefer Club under these Terms must be sent to information@ireferclub.com .

Notices to you may be delivered to the email address associated with your submission, purchase or account. You are responsible for keeping that address current.

27. Events Beyond Our Control

IRefer Club will not be responsible for a delay, interruption or failure caused by circumstances beyond its reasonable control.

These circumstances may include natural disasters, severe weather, fire, flood, epidemic, pandemic, war, terrorism, civil disorder, government action, labour disruption, power failure, internet or telecommunications failure, cyberattack, hosting failure, payment-system failure, software-provider outage, Third-Party Platform change or other comparable event.

28. Relationship of the Parties

Nothing in these Terms creates an employment relationship, partnership, joint venture, franchise, agency, fiduciary relationship or exclusive relationship between you and IRefer Club.

Neither party may bind the other or make commitments on the other’s behalf unless expressly authorized in writing.

These Terms do not create or govern a franchise relationship. Any franchise relationship with IRefer Club would require separate written agreements and any disclosure documents required by applicable franchise law.

29. Assignment

You may not assign or transfer your rights or obligations under these Terms without the prior written consent of IRefer Club.

IRefer Club may assign or transfer these Terms in connection with a corporate reorganization, financing, merger, acquisition, sale of assets or transfer of the Services, provided that the successor assumes the applicable obligations.

30. Changes to These Terms

IRefer Club may update these Terms to reflect changes to the Services, business practices, technology, legal requirements or risk controls.

Updated Terms will be posted on this page with a revised “Last Updated” date.

Where a change materially affects an active paid subscription, we may provide additional notice by email, through the website or through the applicable account or payment system.

Changes to these Terms apply prospectively from their effective date. Where a material change affects an active paid subscription, IRefer Club will provide any notice or obtain any consent required by applicable law. Changes do not retroactively eliminate rights or obligations that arose before the change.

31. Governing Law and Courts

These Terms and any dispute arising from or relating to the Services are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules.

Subject to any mandatory right or law that cannot validly be waived, the parties submit to the exclusive jurisdiction of the courts located in Ontario, Canada. Nothing in this section deprives a Customer of a non-waivable right under applicable law.

Before commencing formal legal proceedings, the parties will make a reasonable good-faith effort to resolve the dispute through direct communication.

32. General Provisions

Entire Agreement

These Terms, the Privacy Policy and any applicable written order form, proposal or service description constitute the entire agreement concerning the Services and replace prior discussions or representations concerning the same subject.

Order of Priority

If a signed written agreement between you and IRefer Club expressly conflicts with these Terms, the signed agreement will govern to the extent of the conflict.

Severability

If a provision is found invalid or unenforceable, it will be limited or modified to the minimum extent necessary, and the remaining provisions will continue in effect.

No Waiver

A failure or delay in enforcing a provision is not a waiver of that provision or any other right.

Headings

Headings are included for convenience and do not affect interpretation.

Survival

Provisions that by their nature should continue after cancellation or termination will survive, including provisions concerning payment, intellectual property, licences, disclaimers, liability, indemnification, governing law and dispute resolution.

33. Contact

Questions, notices and cancellation requests concerning these Terms may be sent to IRefer Club.