Terms and Conditions

Last Revised: September 26^th, 2021

Welcome to References Etc. LLC d/b/a References (including its affiliated and associated companies and entities, collectively, the “Company,” “References,” “we,” “our,” or “us”). We provide the website located at www.references.nyc and any and all content, web pages and functionality therein (collectively, the “Website”), as well as the Services offered on or through the Website.  By “Services” we mean the Website, any downloadable software, mobile applications (including tablet applications), and our services of reselling, donating, consigning or responsibly destroying apparel items and any other services described on the Website. 

These Terms and Conditions (the “Terms”) govern your access to and use of the Website and Services.  Please read the Terms carefully before you use the Website or Services.

1. Acceptance of Terms

By using the Website or Services, you (“you” or “Users”) expressly accept and agree to be bound and abide by these Terms together with the Company’s Privacy Policy located at www.references.nyc/privacy-policy (“Privacy Policy”).

We reserve the right to update these Terms or Services at any time. The most up-to-date version of the Terms will always be available on www.references.nyc/terms-and-conditions. Violating these Terms may result in the suspension or termination of Services to you.

• These Terms incorporate by reference the Privacy Policy. By using the Services, you agree to comply with the Terms and Privacy Policy.  The right to use the Services is personal to you and is not transferable to any other person or entity.  For that reason, we require you to create an account to access certain Services.  You are responsible for all use of your account (under any login name or password) and for ensuring that all such use complies fully with the provisions of these Terms.  You shall be responsible for protecting the confidentiality of your account password(s), if any.
• Users who agree to comply with the Pickup Agreement on behalf of References agree to comply with these Terms.
• References shall have the right at any time to change or discontinue any aspect or feature of the Services, including, but not limited to, content, hours of availability, and equipment needed for access or use.

2. Changed Terms

References reserves the right at any time to change or modify the terms and conditions that apply to your use of the Website or Services, or any part thereof, or to impose new conditions, including but not limited to usage or service fees. Such changes, modifications, additions or deletions shall be effective immediately upon issuance of reasonable notice. Reasonable notice may take the form of postings on www.references.nyc, email notifications, conventional mailings, or other commercially viable means. Any use of www.references.nyc after such notice shall be deemed to constitute your acceptance of such changes, modifications or additions.  You understand and agree that these Terms may be entered into electronically and you further agree that References may provide information or updates to you relating to the Services or these Terms, including materially relevant information, by electronic means, including through its Website, by electronic mailing, or any commercially reasonable method of electronic communications.  You agree that to accept such means of communication.  Notwithstanding the foregoing, References reserves the right to communicate with you through paper format, via United States postal mail, FedEx, UPS, facsimile transmission, or other means so long as such means of communication are commercially reasonable.

3. Description of References Service

• References operates a fashion recycling business. Users will use the Services to schedule a time for References to pick up clothing items and pay any applicable fees. Users will receive a confirmation of their booking via email or SMS text message.  Users can directly cancel and/or reschedule a pickup up to twenty-four (24) hours prior to the designated pickup time.  For any changes within twenty-four (24) hours of the scheduled pickup time, Users must directly contact References at contact@references.nyc and receive confirmation from References.  Users will receive an email or text message the morning of the pickup.  References driver then picks up items from the User’s preferred pickup point and resells or consigns, donates, or recycles the items at our own discretion.
• Once an item reaches our facilities, the User cannot take the item back. In case of a special request, like an accidental donation, you can contact References at contact@references.nyc and we will do our best to accommodate.  By using the Services, Users acknowledge and agree that References shall have sole discretion in determining the next path for each item given to References.  Users may provide recommendations for the next path for each item in which References has sole discretion to consider such recommendations.
• References will provide an estimate of the amount User may be paid for the clothing items provided to References, regardless of such items’ next destination. References will take into account the number, quality, and condition of such items when making this estimation and does not define a payout by individual item, rather holistically by the full account of the items picked up.  We reserve the right to withhold information on how estimates are calculated and future paths for Users’ items are determined.  Within seven (7) business days, Users will be notified of the future path of each item and a total estimate.  Users shall accept or decline within fourteen (14) business days the payment offers from References for the picked up items.  References is not obligated to return individual items or provide any details concerning individual items regarding pricing, intention, or other information excluded from the descriptions given to the Users.
• If the payout offer is declined, References will ship or drop off the clothes at the same address of the pickup at a standard fee communicated to the User with prior notice, within thirty (30) business days of the request. References shall not be responsible for the condition of the returning items nor obligated to refund or reimburse any pickup fees or other paid costs.
• Upon a User’s acceptance of the payout offer, payments shall be made within fourteen (14) business days to the preferred payment method provided by User through the Services. If the User does not respond within fourteen (14) business days after the communication, References will consider the offer accepted and contact the User to ask for payment.  Upon payment to the User, References retains all ownership, rights and titles to such items in connection with the payout offer.  References cannot return any items, nor issue a refund of the payout amount.  References may use information based on the style, quality, and other details of the items picked up to make personalized suggestions with a goal of raising awareness of its mission around responsible shopping and consumption habits.
• Within thirty (30) business days after Users accept their payout offer, they will receive via email or text an Impact Report. The report will consist of a summary of data extracted from their pickup and/or information about what References will do with the User’s clothes. The “next-life” path for the User’s items will be a projection meant to capture the intended fate of each piece.  References reserves the right to make a final decision at its sole discretion that may be different from the projected path.
• Clothes that are donated will be given to non-profits or mission-driven for-profit companies that are in need of clothes. We work with recycling companies and other vendors to support their needs for clothing or other fabrics to be recycled or responsibly disposed of.  We will donate items to clothing designers that use old clothing to create new upcycled clothes, either to sell on their own, or for References to sell directly.  References reserves the right to resell clothing through any digital thrift store, online marketplace, retail store, consignment store and/or through the Website.

4. Types of Services Accounts

• When Users qualify for a free pickup, they are entitled to make a selection of the number of items that Company will pick up. User can then book a pickup directly through the Website based on availability. User may still be responsible for a fee pending confirmation by the Company that their pickup met the requirements stated. Pickups may be deemed free at the sole discretion of the Company.
• When Users select and register for a Membership, Users can book Services through the Website and are entitled to one (1) free pickup within their first three-hundred and sixty-five (365) days. This free pickup is valid for year one of the Membership only.

5. Automatic Payments

• UNLESS YOU CANCEL IN ACCORDANCE WITH THE CANCELLATION POLICY (AS DESCRIBED BELOW), BY DEFAULT (AND WITH PRIOR NOTICE TO THE EXTENT REQUIRED BY APPLICABLE LAW), YOUR SUBSCRIPTION UNDER YOUR MEMBERSHIP WITH REFERENCES WILL AUTOMATICALLY RENEW, AND THE APPLICABLE ANNUAL FEE WILL BE AUTOMATICALLY CHARGED TO YOU AT THE TIME OF RENEWAL WITH AN ACTIVE CREDIT OR DEBIT CARD ON FILE IN YOUR ACCOUNT.
• You acknowledge and accept all responsibility for all recurring charges from the automatic renewal of your Membership until such account is cancelled or terminated. The billing date for the annual fee will be charged on the billing date indicated on your account.  In certain circumstances, your billing date may change (e.g., if References is unable to successfully charge your card for the annual fee or if the billing date is on a Federal holiday).
• If you do not want to have your card automatically updated, you can opt out of these services by contacting your issuing bank. If you would like to use a different payment method or if there is a change in payment method, please update your billing information on your account with References.  All billing information you provide to References must be truthful and accurate and you represent that you are authorized to use the card in the manner contemplated here.  If the card you provided to us for payment is declined or if a payment was not successfully made by you, you remain responsible for any uncollected amounts.  If a payment is not successfully made and you do not cancel your Membership, we may suspend your access to the Services until the owed amount is paid in full.
• Cancellation Policy. If you do not want your subscription to automatically renew, you can cancel your Membership at any time on your account page with References or by sending a cancellation request to contact@references.nyc.  Upon your cancellation, you may receive a partial refund at References’ sole discretion, after the standard non-discounted fees for any Services rendered prior to the cancellation request have been deducted from the paid annual fee.  References shall provide confirmation notice of cancellation.

6. Risk of Loss

We will work with every User to manage and track each donated clothing item.  You understand that with every pickup, there is an uncontrollable risk of loss that includes, but is not limited to loss of item, theft, destruction or damaged of the clothing.  You agree that References shall not be held responsible, monetarily or otherwise, for any item of clothing that is destroyed including, but not limited to, items that are lost, stolen or irreparably damaged.

7. Equipment

You shall be responsible for obtaining and maintaining all telephone, wireless services, computer hardware, software, and other equipment needed for access to and use of the Services, and all charges related thereto.

8. Conduct

• You shall use the Services for lawful purposes only. You shall not post or transmit through the Services any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without References’ express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct that in References’ discretion restricts or inhibits other Users from using or enjoying the Services or restricts References or its service providers from rendering Services to other Users, is prohibited. You shall not use the Services to advertise or perform any commercial solicitation of other Users to become subscribers of other information services that compete with References or its Services.
• The Services contain copyrighted material, trade secrets, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music, and sound; the entire content of the Website is copyright protected under the United States and international intellectual property laws. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. You may download copyrighted material for your personal use only. Creation and use of a References account for an individual or entity who does not have a relationship with References is a violation of these Terms. Except as otherwise expressly permitted under copyright law, no copying, redistribution, reverse engineering, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of References and the intellectual property owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.
• You shall not upload, post or otherwise make available through the Services any material that is protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. The burden of determining respective intellectual property ownership in these situations rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting de-identified material to Public Areas of the Service (as defined in the References Privacy Policy), you automatically warrant that the owner of such material has granted References the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other User to access, view, store or reproduce the material for that User’s personal use. You hereby grant References the right to edit, copy, publish, use, and distribute any material that you make available to References on or through the Website.
• The foregoing provisions of this Section 8are for the benefit of References, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.

9. Use of References Services

• The Services include but not limited to: delivery of its Services; providing User support related to the Services; addressing User complaints; improving the Services; provide notice about your account or subscription, including notices of expiration, renewal, or delivery; communication with Users in connection with the Services, or allowing vendors to communicate with you in connection with the services, via e-mail, phone or SMS/text message; or enforcing or exercising any rights in the References Privacy Policy. By way of example, and not as a limitation, you agree that when using the Services, you will not:

         (a) Falsify the authenticity of any clothing items or provide any counterfeit items.

         (b) Deliver any unsolicited advertisement or offer to sell or buy any goods or services for any business purpose.

         (c) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

         (d) Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.

         (e) Upload, use or otherwise make available, content that contain images, photographs, software or other material that may infringe on a third party’s rights.

         (f) Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another.

         (g) Restrict or inhibit any other User from using and enjoying the Services.

         (h) Violate any code of conduct or other guidelines which may be applicable for the Services.

         (i) Harvest or otherwise collect information about others, including e-mail addresses.

         (j) Violate any applicable laws or regulations.

         (i) Create a false identity for the purpose of misleading others, including References.

         (k) Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of other Users or usage          information or any portion thereof.

         (l) Use outputs from References to build products or services that compete with the Services or in a manner inconsistent with these Terms.

• References has no obligation to monitor the Website. However, References reserves the right to review materials posted to the Website and to remove or modify any materials and content in its sole discretion. Acting in a manner proscribed above is considered a material breach of these Terms and References reserves the right to terminate your access to its Service in that instance without notice. References reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, all in References’ sole discretion.
• Materials uploaded to the Website may be subject to posted limitations on usage, reproduction and/or dissemination; You are responsible for adhering to such limitations if you download the materials.
• Always use caution when giving out any personally identifiable information in any website. Except as to information created or communicated by References, we do not control or endorse the content, messages or information found on the Website and, therefore, References specifically disclaims any liability with regard to the Website and any actions resulting from your participation on the Website.

10. Member Account, Password & Security

• In order to become a Member, you may be required to create a user account and complete a registration process by providing References with current, complete and accurate information as applicable to the Service. This may involve choosing a password and/or a username. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify References immediately of any unauthorized use of your account or any other breach of security. References will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by References or another party due to someone else using your account or password. You may not use another User’s account at any time, without the permission of the account holder. Nor may you establish an account for the purpose of providing a third-party service offering if such third parties have not created personal References accounts in their own names.
• You shall use all commercially reasonable efforts to ensure that only persons authorized to have access to the Website are granted such access including but not limited to maintaining effective safeguards, policies and procedures designed to protect the confidentiality of usernames and passwords and to secure the applicable network from unauthorized access or intrusion, and that all persons who access the Services or your account on your behalf comply with these Terms. You shall be responsible to References for the acts and omissions of all persons who access and/or use the Website by or through you, or as a result of your acts or omissions, whether or not such access and/or use is authorized.

11. Representations and Attestations

You understand and acknowledge you must exercise independent judgment when evaluating and verifying any and all information contained in on the Website and any Services offered therein for download, viewing, or use.

12. Notice Specific to Documents that are Available on The Website

Permission to use documents that may appear on the Website (such as white papers, press releases, datasheets and FAQs) is granted, provided that (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (2) use of such documents is for informational and non-commercial or personal use only and such documents will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any documents are made.  Use for any other purpose is expressly prohibited by law and may result in severe civil and criminal penalties.

13. Materials Provided to References or Posted on its Website

References does not claim ownership of the content that you provide to References while using the Services, including feedback, suggestions, postings, uploads, or input provided to References (collectively, “Submission(s)”).

• However, by posting, uploading, inputting, providing, or submitting (collectively, “Posting”) Submissions you grant References, its affiliated companies and their collective sub-licensees permission to use your Submissions in connection with the operation of the Services. These rights include without limitation the license rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submissions; to design improvements to the software and analyze data relating to your Submissions; and the right to sub-license such rights to any supplier of the Services. The rights granted in this paragraph specifically exclude anything that would violate applicable laws or regulations.
• No compensation will be paid with respect to the use of your Submissions, as provided herein. References is under no obligation to post or use any Submissions that you may provide and References may remove any Submissions at any time in its sole discretion. By Posting Submissions you warrant and represent to own or otherwise control all of the rights to your Submissions including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
• It is solely your responsibility to provide true, accurate, current and complete data to us. In furtherance of our providing the Services to you, you must keep your account registration information up-to-date and accurate. Failure to do so will affect the accuracy and effectiveness of the Services.

14. Disclaimer of Warranty; Limitations of Liability

Except as provided below in the Indemnification section of these Terms:

• USER EXPRESSLY AGREES THAT USE OF REFERENCES’ SERVICES IS AT USER’S SOLE RISK. NEITHER REFERENCES, NOR ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS WARRANT THAT REFERENCES’ SERVICES WILL BE ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED THROUGH SUCH WEBSITE.
• REFERENCES PROVIDES THE SERVICES ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
• THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT REFERENCES IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
• IN NO EVENT WILL REFERENCES, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE WEBSITE BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITES. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE WEBSITES.
• FORCE MAJEURE: REFERENCES SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE NOR OTHERWISE CONSIDERED IN DEFAULT OF PERFORMANCE OF ANY OBLIGATIONS UNDER THESE TERMS IF SUCH PERFORMANCE IS PREVENTED OR DELAYED BY AN EVENT OF FORCE MAJEURE, WHICH SHALL BE UNDERSTOOD TO BE ANY CASE WHICH IS BEYOND THE REASONABLE CONTROL OF REFERENCES OR ITS EMPLOYEES, SUBCONTRACTORS, VENDORS, OR AGENTS, INCLUDING WITHOUT LIMITATION WAR, RIOTS, INSURRECTION, REVOLUTION, CIVIL UNREST, STRIKE, LOCKOUT, RESTRICTIONS OR IMPOSSIBILITIES ARISING IN RELATION TO AN EPIDEMIC OR PANDEMIC, GOVERNMENT ORDERED RESTRICTION OR CESSATION OF ACTIVITY, ACCIDENT, FIRE, NATURAL DISASTER, WIND OR FLOOD, ANY REQUIREMENTS OF LAW, OR ANY ACT OF GOD. 
• EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS OR REQUIRED BY APPLICABLE LAW, IN NO EVENT SHALL REFERENCES OR ITS VENDORS OR SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICES, DOCUMENTS, PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR INFORMATION AVAILABLE FROM THE SERVICES.

15. Links to Third Party Sites

Links to third party sites may appear on Website or Services. Clicking these links may direct you away from the Website; References is not responsible for the content that you may encounter on any of these third- party sites. Should these links ever be provided through the Services, they will be provided only as a convenience for you and the inclusion of said links does not imply an endorsement of any kind.  Should References supply you with links to third party sites, it would do so only as a distributor as opposed to a publisher of the content supplied by third parties. Any opinions, advice, statements, services, offers, or other information that are expressed or made available by third parties, including information or service providers, or other Users of the Services, are those of the respective author(s) and not of References.

16. Monitoring

References shall have the right, but not the obligation, to monitor the content of the Website, in its discretion and to satisfy any law, regulation or authorized government request. References shall have the right in its sole discretion to edit, refuse to post, or remove any material submitted to or posted on the Website if such features of the site are activated. Without limiting the foregoing, References shall have the right to remove any material that References, in its sole discretion, finds to be in violation of the Terms or is otherwise objectionable.

17. Indemnification; Hold Harmless

You agree to defend, indemnify and hold harmless References and its officers, directors, employees, agents and representatives from any and all claims, losses, obligations, damages, liabilities, costs, debt and expenses (including attorney’s fees) arising out of (i) your use or misuse of the Website or Services; (ii) the clothing items provided to References through the Services; (iii) your violation of these Terms, the Privacy Policy or any other agreements entered with References; (iv) your violation of the rights of any other person or entity, including without limitation claims of providing counterfeit items or items obtained illegally or claims of infringement of any third party’s intellectual property rights; (v) your breach of the foregoing representations, warranties, and covenants; and (vi) any unauthorized use of your account.

18. Term and Termination

• Unless stated otherwise in writing, your subscription to the Services will be effective upon (a) completing the Website’s registration process and (b) References’ receipt of payment for the Membership fees as agreed in writing signed by References. Your subscription of the Services may be terminated in accordance with these Terms at Reference’s sole discretion.
• We may for any reason, with or without prior notice to you: (a) modify, limit, suspend, discontinue, or terminate, in whole or in part, any portion of the Website or the delivery of the related Services; and (b) monitor, modify any aspect of, limit, suspend, discontinue or terminate your use of or access to any or all the Website as commercially reasonable or upon your actual or anticipated breach of these Terms or any other agreements between you and References, or your violation of any applicable laws, rules, regulations relating to your use of Services.
• Your access to and use of the Website is subject to compliance with all of the terms and conditions set forth in these Terms. References reserves the right, at its sole discretion, to deny further or continuing access to the Website to any User, including, without limitation, any User that References determines, in its sole judgment, has violated, or is likely to violate, any aspect of this Agreement or any applicable law, rule or regulation. Without limiting the foregoing, References shall have the right to terminate your accounts immediately in the event of a material breach of these Terms.

19. Miscellaneous

• These Terms are intended to be read and understood in conjunction with Reference’s Privacy Policy and any other written agreement between References and you or your institution or organization. Together, these agreements constitute the entirety of the agreement between these parties with respect to the subject matter hereof, and they supersede any and all agreements with respect to the subject matter at hand. These Terms, like the other agreements that are mentioned in this paragraph, are to be construed in accordance with the laws of the United States and the State of New York, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any one or more of the provisions of these Terms shall be determined to be invalid, unenforceable or illegal, such determination shall not affect any other provisions of this Agreement and the invalid, unenforceable or illegal provision(s) shall be automatically amended to the extent necessary to make it valid, enforceable and legal, provided that any such amendments shall most closely reflect the intent and purpose of the original provision. The provisions of this Agreement that by their terms are perpetual or are otherwise intended to survive this Agreement (including but not limited to all covenants, agreements, representations and warranties you have made in this Agreement) shall survive the termination of these Terms. You agree that regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to our Services and/or use of our Website or the Terms must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.  This Agreement shall be binding upon and inure to the benefit of your and our permitted successors and assigns.  You shall not assign or transfer this Agreement, in whole or in part, or any of its rights or duties hereunder, without our prior written consent. Any assignment made by you without the required prior written consent shall be wholly void and invalid, the assignee shall acquire no rights whatsoever, and we shall not recognize, nor shall it be required to recognize, the assignment.
• You are fully responsible for all of your activities in using the Services, including the Services, and including those activities carried out by, and the acts or omissions of, all persons who access and/or use the Services by or through, or as a result of, your acts or omissions. You shall ensure that all such persons who access the Website, comply with: (i) this Agreement; (ii) all other agreements with, and requirements, and restrictions of References, our officers, directors, affiliates, control persons, employees, vendors, licensors, representatives, agents, successors and assigns, and any direct and indirect third party licensors, service providers, subcontractors and sources, including third party websites, of any content offered or provided by References; (iii) all applicable federal, state and local laws, rules and regulations; and (iv) all laws, orders, and restrictions, domestic and international, and all applicable international treaties, regarding the transmission and/or exportation of data and software products from or to the United States. If you become aware of any breaches or violation of any of the foregoing, you shall immediately notify References thereof in writing, including by sending an email with the requisite detailed information to contact@references.nyc.

20. Copyright Notice

All content included in or made available through any Services, including text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of References or its content suppliers and protected by United States and international copyright laws. Copyright and other relevant intellectual property rights exist on all text relating to References’ Services including the full content of the Website. The compilation of all content included in or made available through any Services is the exclusive property of References and is protected by U.S. and international copyright laws.

21. Trademarks

Graphics, logos, page headers, button icons, scripts, and service names included in or made available through any Service are trademarks or trade dress of References in the United States and other countries. References’ trademarks and trade dress may not be used in connection with any product or service that is not References, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits References. All other trademarks that are not owned by References that appear in any References Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by References.

Any rights not expressly granted herein are reserved.

©2021, References