Terms and Conditions

Iris Works Terms and Conditions

Last Update: July 15, 2024

Welcome to Iris-works.com by Iris Works, LLC., a Florida limited liability company (“Iris Works,” “We,” “Us”). By using Iris Works’ Iris-works.com (and all sub-domains and Internet properties) (the “Site” or “Website”), or any other Iris Works services and applications made available by Iris Works (together, the “Services”), you agree to be bound by all the terms, conditions and notices contained or referenced herein (the “Terms”). The Terms referenced herein are a binding contract between you and Iris Works. These Terms govern your access to and use of the Services, and any information, content, media, graphics, videos, sounds, images, files, or other material uploaded, downloaded or distributed using the Services (collectively referred to as “Content”).

THE “DISPUTE RESOLUTION” SECTION BELOW INCLUDES A MANDATORY AGREEMENT TO ARBITRATE AND A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE IN ARBITRATION RATHER THAN IN COURT AND SUCH CLAIMS MUST BE BROUGHT INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION.

We charge for certain aspects of our Services, and some of these fees are billed on a regular and recurring basis (unless you disable auto-renewal or cancel your subscription).

We reserve the right to change the Terms by posting revisions to the Services at any time. Your continued use of the Services indicates your agreement to any revised terms. These Terms include the provisions in this document, as well as those in the Privacy Policy and Copyright Dispute Policy. Please read on to learn the rules and restrictions that govern your use of our Services.If you are using Iris Works on behalf of a company or other legal entity you are still bound by this agreement. If you do not want to become a user, do not conclude this agreement, and do not access, view, download, or otherwise use any Site, information or Services. We encourage you to read this Agreement with great care in order to participate with us as a User. By becoming a User, you acknowledge that you have read and understood the terms and conditions of this User Agreement and that you agree to be bound by all of its provisions. If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at support (at) iris-works.com.

Definitions

“User,” or collectively “Users,” refers to any party who accesses the site, and includes, without limitation, Content Providers. “Content Providers” refers to third parties who post information or other content on the site. “Access” means viewing or otherwise obtaining or requesting information using the site.

Intellectual Property Notices

Iris Works grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive limited license to access and make personal use of the Services provided to you by Iris Works. This license is solely for the purpose of allowing you to use the Services as provided by Iris Works, as provided by these Terms.
All content on iris-works.com, including the logo, articles, other text and graphics are the intellectual property of Iris Works and protected trademark, trade dress, patent, copyright and other laws. You may not otherwise download, modify, copy, print, display, reproduce, distribute, publish, decompile, reverse engineer, or disseminate any portion of the Services or Content except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
You may not, and you will not encourage, assist or authorize the following prohibited activities on or through the Services: (i) using a robot, spider, script, automated process, or manual process to “scrape” the Services content; (ii) taking any action that imposes an unreasonable or disproportionately large load on Iris Works’ hardware or software infrastructure; (iii) attempting to reverse engineer, decompile, disassemble or otherwise obtain the source code, whether in whole or in part, or create any derivative works from or of the Services; (iv) engaging in or promoting any illegal activities; and (v) engaging in any activity that markets another business or attracts Iris Works’ customers to a third party.
Users or Content Providers posting their own content on the site pursuant to the terms of these Terms of Use retain the copyright in such material, but they are deemed to have given Iris Works a license to the material sufficient for the purposes of operating the website, which means Iris Works can copy the material for backup and archival purposes, display it on the website, use for targeted in site advertising and/or lead generation, allow viewers to view it (including by downloading a copy to the viewer’s machines) and edit it for length or compliance with the rules applicable to User postings on the site. This license is perpetual, worldwide, transferable as part of any transfer of the website in whole or in part, and fully-paid up. Iris Works also has the right to remove User or Content Provider content from the site at any time for any purpose.
Additional third party terms or conditions associated with third party products and/or services may be offered by Iris Works. Any third party terms or conditions contained within or distributed with certain portions of the Services may apply to those Services. All software used in connection with any of the Services is the property of Iris Works, or its software suppliers and protected by United States and international copyright laws.
Upon any termination, all licenses, or other grants of rights to you under these Terms will immediately cease.

Service Eligibility

You represent and warrant that you (i) are not under the age of 13; (ii) have not previously been suspended or removed from Iris Works; (iii) are not a direct competitor of Iris Works; and (iv) that you have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which you are a party. In addition, you must provide all equipment and software necessary to connect to Iris Works, including, but not limited to, Internet Explorer 10.0 or higher, Mozilla Firefox 30.0 or higher, Chrome 30.0 or higher or Safari. The materials on Iris Works may not be appropriate or functional for use outside the United States of America. Users located outside the United States use Iris Works understanding this limitation.

General Terms and Conditions

Your use of Iris Works is your express indication to us that you agree to be bound by these terms of use. We may modify the terms and conditions of this Agreement. Any modification will not in anyway compromise the privacy of your account’s confidential information stored using our service. Your further use of Iris Works or any tool or service that we provide to you subsequent to a change or modification of this Agreement is your express indication to us that you agree to be bound by any change or modification in this Agreement.
You must provide correct and complete personal and business information as requested by us in the Iris Works registration process. As part of your use of Iris Works, you may be required to submit certain content (including any name, contact information, business information, and other personal information) (“User Content”). By submitting any information to us, you represent and warrant that such submission is accurate, complete, current, and is not in violation of any contractual restrictions or other third party rights. You agree that you will not register, create, or use any accounts that violate the Trademark or Copyright rights of another entity or individual.
Iris Works exercises no control over any content you or others submit while using Iris Works. Iris Works has no obligation to verify the identity of any Users when they are connected to Iris Works or to supervise the content which has been provided by Users. Note that we describe our current practices related to personally identifiable and/or confidential information collected through Iris Works in our Privacy Policy, which is hereby expressly incorporated by reference, and that we may update our policies and practices from time to time at our sole discretion. Should you believe that someone is misusing or otherwise appropriating your information, you must immediately inform Iris Works.
You are responsible for the security of your password and user ID. Keep your password confidential, do not use other users’ accounts and do not let others use your account; you are responsible for anything that happens through your account — until you notify us of a breach (dev (at) iris-works.com), close down your account or prove that your account security was compromised due to a fault of our systems. You are prohibited from selling, trading or otherwise transferring your Iris Works account or any information therein to another party or charging anyone for access to any portion of Iris Works, or any information therein.
Iris Works reserves the right, in our sole discretion, to block, delete, modify, disable, or terminate any account or username that Iris Works determines in our sole discretion violates these Terms, without any notice, at any time, and without any liability.
You understand that the Website is not a storage solution for all of your Content and therefore you should back-up all Content.
Iris Works offers a free trial period of 14 days. A subscription does not immediately take effect at the end of the trial period. Rather, you must explicitly choose a subscription and authorize the start of your subscription.
Subscriptions will automatically renew, either monthly or annually, based on your subscription choice. See below section regarding our cancellation and refund policy.

Prohibited Conduct. User expressly agrees to refrain from doing, either personally or through an agent, any of the following:

Use any device or other means to harvest information about other Users.
Transmit, install, upload or otherwise transfer any virus or other item or process to the site that in any way affects the use, enjoyment or service of the site.
Transmit, install, upload or otherwise transfer any virus or other item to the site that in any way affects the use, enjoyment or service of any User’s or Iris Works employee’s computer or other medium used to access the site.
Post any material on the site that is offensive to any other User. Iris Works maintains the exclusive right to determine what is offensive.
Post or store on the site any content that violates or infringes the intellectual property rights of others (including but not limited to copyrights, trademarks, trade secrets, patents and publicity rights).
Modify the information, including headers, found on the site.
Transmit, install, upload or otherwise transfer to the site any unauthorized advertisement or communication.
Engage in any action which Iris Works determines is detrimental to the use and enjoyment of the site.
Use the site for any unlawful or defamatory means.
Transmit, install, upload, post or otherwise transfer any information in violation of the laws of the United States or post any information that could result in civil unrest, including any explicit images.

Email Marketing Policies

One feature of Iris Works is Email Marketing. This feature permits a user to send promotional emails to customers and potential customers. By subscribing to one of our Email Marketing plans, you agree to the below terms and conditions. Put simply, don’t spam anyone, don’t send anything illegal or harmful, and only send promotional emails to those who you have obtained approval to do so.

Below includes, but is not limited to, the terms and conditions associated with utilizing the Iris Works marketing feature.

Any contacts added into your account with email marketing enabled must have provided you permission to do so.
User will not send any content that could be considered spam.
You agree not to upload any pornographic, threatening, or illegal content.
You will not send any misleading, deceptive or fraudulent content.
You will not send messages to anyone under the age of thirteen (13).
You agree to be in compliance with any and all applicable laws, rules and regulations. This includes any data privacy and advertising laws, in each jurisdiction in which you will be sending marketing communications to a resident of the jurisdiction, without limitation.
You agree not to use Iris Works to send email messages to customers who have not explicitly opted in to hear from you (including, without limitation, purchased lists/emails/contact information).
You agree to record, track, observe and respect any third party’s revocation of consent to be contacted by you using our products or services (e.g., through the use of an “unsubscribe” feature).

Fees.

Use of some of the features on our Services is free, and we charge fees for other features. We may in the future implement a new fee, or modify an existing fee, for certain current or future features of our Services. If we implement a new or modified fee, we will give you advanced notice by sending you an email or posting a notice in the Services. You agree to pay those fees and any associated taxes for the subsequent term for your continued use of the applicable service. For the avoidance of doubt, if fees are increased or modified, fee shall not take affect until the next billing cycle. Unless otherwise stated, all fees and all transactions are in U.S. dollars. All fees are exclusive of applicable federal, state, local, or other taxes.

Fees for certain aspects of our Services may be billed on either a recurring basis or on a one-time basis. If billed on a recurring basis, the fees are payable in advance of the applicable period specified via the Services with no refunds. We will automatically bill you for each renewal period until cancellation within 30 days of the next billing cycle. By purchasing any feature or other aspect of our Services for which we charge, you authorize us to keep your payment current by charging your credit card account (or any other means of payment used by you) the applicable fee. While you may cancel auto-renewal or cancel your subscription, you won’t be issued a refund except in our sole and reasonable discretion.

We may offer free trials of subscriptions and other products on our Services. We will inform you of the length of the free trial, your renewal period, and the date and amount of your first payment. After your free trial ends, your paid subscription will begin, and we will automatically bill you for each renewal period until cancellation. You can cancel automatic subscription renewals at any time according to the terms and procedures described above. You should save a copy of anything important before cancelling your account. If you cancel your account, any or all of your information may be immediately (or at some point in the future) irrevocably deleted. Conversely, information you post or otherwise furnish to us, including personal information, may remain on our servers indefinitely (for example, as backups) after you delete it from public areas of the Services or request cancellation of your account. Any information retained by us will be done in accordance with our Privacy Policy.

Cancellation & Refund Policy

You may cancel your subscription at any time by logging into your account and choosing the Cancel option from your profile. You will maintain access to your account through your current subscription period. You are responsible for all fees incurred up to and including the date of cancellation. Refund requests will be considered for annual subscribers only, and only within 7 days of the subscriber’s subscription/renewal date. If the request comes within 7 days of the subscription/renewal date, a partial refund will be provided. The refund amount will be the annual fee less a $25 processing fee, and less the monthly charge for the plan the user is subscribed to. Access to the account will be immediately revoked in these instances. In no event will cancellation constitute a refund of fees already paid for Iris Works or any and all other products, services and tools that we offer which you subscribe to. This includes all monthly subscriptions.

Communication

You acknowledge and agree that we may send you important information and notices regarding the Services by email or through other means (including but not limited to text messages and in-app notices). You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services. You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims of a violation of the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Iris Works, its Users and the public.

Other Intellectual Property Rights

Iris Works respects other entities’ and individuals’ Copyright, Trademark and other Intellectual Property (“IP”) rights and expects all our users to do the same. A User may address a Copyright, Trademark or IP violation by directly reaching out to the User uploading, downloading or distributing the allegedly infringing Content. If you are unsure about your IP rights, please seek legal consultation.
Making intentionally false accusations of IP rights infringement are a violation of these Terms, and may result in the termination of the User’s account, and/or be punishable in the United States or similar laws in other countries.
If you believe Copyright rights are being infringed, you may report such violations by contacting our designated Copyright Agent via email at support (at)www.iris-works.com, or at Iris Works, LLC, [address], and including the following information:
Sufficient details to enable Iris Works to identify the work and the rights claimed to be infringed. For example, the title, author, any registration or tracking number, URL, etc., should be disclosed.
Sufficient details to enable Iris Works to identify and locate the material that is claimed to be infringing. For example, a URL to the page that contains the material, or the name of the account displaying the material.
Your contact information, including your name, an email address, or a phone number so that we can contact you.
A statement that you have a good faith belief that the use of the allegedly infringing material identified is not authorized by the copyright owner, its agent, or the law;
A statement, UNDER PENALTY OF PERJURY, that the information you have disclosed is accurate and that you are the owner of the exclusive rights that is alleged to be infringed, or is authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed.
Your physical or electronic signature.

Upon a proper, bona fide filing of a Copyright takedown notice with our designated agent, we reserve the right to:

Remove or disable access to the infringing material;
Notify the Content provider, or user who is accused of infringement that we have removed or disabled access to the applicable material; and
Terminate such Content provider’s, or user’s access to the Services if he or she is a repeat offender.
If you believe Trademark or other Intellectual Property rights are being infringed, you may report such violations by contacting us via email at support (at) iris-works.com, and including the following information:
Sufficient details to enable Iris Works to identify the mark and the rights claimed to be infringed, and information locate the material that is claimed to be infringing on the mark.
Your contact information, including your name, an email address, or a phone number so that we can contact you.
A statement that you have a good faith belief that the use of the allegedly infringing material identified is not authorized by the trademark owner, its agent, or the law;
A statement, UNDER PENALTY OF PERJURY, that the information you have disclosed is accurate and that you are the owner of the exclusive rights that is alleged to be infringed, or is authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed.
Your physical or electronic signature.

Indemnity

You agree to defend, indemnify and hold harmless Iris Works and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, directors, suppliers, other partners, employees and representatives from any claim or demand, including reasonable attorney’s fees, made by any third party to or arising out of use of Iris Works, your use of or connection to Iris Works (including any use by you on behalf of your employer), your violation of the agreement, including but not limited to your submission or use of any content that is (a) fraudulent, inaccurate, a misrepresentation, dishonest, or (b) is a violation of any rights of any third parties.

You shall not, and you have no authority to, settle or compromise any third party claim without Iris Work’s prior written consent in each instance.

Disclaimer of Warranties

Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers and as a result the contents of this section may not apply to you.

YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE, INCLUDING THE INFORMATION AND IRIS WORKS SERVICES (AS DEFINED ABOVE) ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. IRIS WORKS DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. IRIS WORKS MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF IRIS WORKS.

Iris Works makes no warranty or representation that: (a) Iris Works will be uninterrupted, timely, secure, or error-free; (b) the quality of any products, services, website content, information, or other material purchased or obtained from the website will meet your expectations or requirements; or (b) any errors in Iris Works will be corrected. In particular, Iris Works’ operation may be momentarily interrupted due to maintenance, updates, or technical improvements. Iris Works disclaims all liability for damages caused by any such interruption or errors in functioning. Furthermore, Iris Works disclaims all liability for any misfunctioning, impossibility of access, or poor use conditions of the Iris Works site due to inappropriate equipment, disturbances linked to the internet service provider, to the saturation of the internet network, and for any other reason outside the reasonable control of Iris Works.

You assume all risk for any damage to your computer system or loss of data that results from obtaining any website content from Iris Works, including any damages resulting from computer viruses. Iris Works is not a storage site and disclaims any liability for content not separately backed-up by the user that is damaged by use of the services.

Iris Works is not responsible, and makes no representations or warranties for the delivery of any messages (such as emails, posting of comments or transmission of any other user generated content) sent through Iris Works to anyone. In addition, we neither warrant nor represent that your use of the Iris Works services will not infringe the rights of third parties. Any material, service, or technology described or used on Iris Works may be subject to intellectual property rights owned by third parties who have licensed to us such material, service, or technology.

Iris Works does not have any obligation to verify the identity of the persons subscribing to its services, nor does it have any obligation to monitor the use of its Iris Works services by other users; therefore, Iris Works declines all liability for inaccurate information; fraud; negligence; willful misconduct; or any other inappropriate use of Iris Works.

Limitation of Liability

Some jurisdictions do not allow the limitation or exclusion of liability in contracts with consumers and as a result the contents of this section may not apply to you. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your country of residence.

TO THE FULL EXTENT PERMITTED BY LAW, IRIS WORKS IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH IRIS WORKS, EVEN IF IRIS WORKS HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (I) THE USE OF OR THE INABILITY TO USE IRIS WORKS; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM IRIS WORKS; (III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON IRIS WORKS, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (IV) IRIS WORKS CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, RELY UPON, MODIFY OR DISTRIBUTE.

TO THE EXTENT THAT IT IS FINALLY DETERMINED BY JUDICIAL ORDER OR ARABTIRAL AWARD THAT IRIS WORKS IS LIABLE TO YOU, IN NO EVENT MAY SUCH LIABIITY EXCEED THE GREATER OF (A) FEES PAID BY YOU TO IRIS WORKS IN THE ONE MONTH PERIOD PRECEEDING THE EVENT GIVING RISE TO THE LIABILITY OR (B) ONE HUNDRED DOLLARS ($100).

This Section forms an integral basis of the bargain between the parties, and the parties would not have entered into these Terms, or agreed to provide or receive the Services, without this Section.

Termination of Service

We reserve the right to terminate any and all service provided to you at any time without notice for any reason we deem fit. We also reserve the right to discontinue any service or modify any service with no notice to you. If we terminate services to you, we will deactivate your account. We shall not be liable to you or any third party if we terminate your account and you agree to hold us harmless and indemnify us from any third party claims arising from the termination of your account. No refunds will be granted to you if we terminate your account. You agree that any material breach of this Agreement will result in irreparable harm to Iris Works for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Iris Works will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Iris Works seeks such an injunction.

Advertisements and Promotions

Iris Works may run advertisements and promotions from third parties on the Website. Your correspondence or business dealings with, or participation in promotions of, advertisers other than Iris Works found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. Iris Works is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Iris Works advertisers on the Website.

Third Party Content

You may find links to other Internet sites or resources on the Website. You acknowledge and agree that Iris Works is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Website Content, advertising, products, or other materials on or available from such sites or resources. Iris Works will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such Website Content, goods or services available on or through any such site or resource.

Use of Third Party Applications

From time to time, Iris Works uses third party applications, hardware, software, and services in providing functionality to you. For the purposes of providing functionality to you—including but not limited to email delivery, calendar sharing, and user use data— Iris Works will pass data—including, but not limited to, user login credentials, contact data, email addresses, and other stored information for your clients, guests or event—to third parties. Iris Works is not required to disclose third parties involved in any of the above described transactions or features.

Controlling Law

Florida law and controlling U.S. federal law govern any action related to the Terms of Use and/or your use of the Services. Choice of law rules of any jurisdiction will not apply to any dispute under the Terms of Use. You and Iris Works agree to submit to the personal and exclusive jurisdiction of the courts located within Orange County, Florida.

Dispute Resolution

YOU AND IRIS WORKS AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

MANDATORY ARBITRATION. You and Iris Works agree to resolve any claims arising out of or relating to these Terms or our Services, regardless of when the claim arose, even if it was before these Terms existed (a “Dispute”), through final and binding arbitration. You may opt out of arbitration within 30 days of account creation or of any updates to these arbitration terms within 30 days after the update has taken effect by sending us an email at support@iris-works.com. If you opt out of an update, the last set of agreed upon arbitration terms will apply.

Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the Dispute informally. You agree to do so by sending us an email at support@iris-works.com. We will do so by sending you notice to the email address associated with your account. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate arbitration. We also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.

Arbitration Forum. If we are unable to resolve the Dispute, either of us may commence arbitration with National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures and/or Supplemental Rules for Mass Arbitration Filings, as applicable (available here). Iris Works will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. The activities described in these Terms involve interstate commerce and the Federal Arbitration Act will govern the interpretation and enforcement of these arbitration terms and any arbitration.

Arbitration Procedures. The arbitration will be conducted by videoconference if possible, but if the arbitrator determines a hearing should be conducted in person, the location will be mutually agreed upon, in the county where you reside, or as determined by the arbitrator, unless the batch arbitration process applies. The arbitration will be conducted by a sole arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Florida. The arbitrator will have exclusive authority to resolve any Dispute, except the state or federal courts of Orange County, Florida have the authority to determine any Dispute about enforceability, validity of the class action waiver, or requests for public injunctive relief, as set out below. Any settlement offer amounts will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any. The arbitrator has the authority to grant motions dispositive of all or part of any Dispute.

Exceptions. This section does not require informal dispute resolution or arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement or misappropriation.

CLASS AND JURY TRIAL WAIVERS. You and Iris Works agree that Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief is available. The parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration for the underlying claim and all other claims. This does not prevent either party from participating in a class-wide settlement. You and Iris Works knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim.

Batch Arbitration. If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within 90 days of each other, then you and Iris Works agree that NAM will administer them in batches of up to 50 claimants each (“Batch”), unless there are less than 50 claimants in total or after batching, which will comprise a single Batch. NAM will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings.

Severability. If any part of these arbitration terms is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class arbitration, class action, or representative action, this entire dispute resolution section will be unenforceable in its entirety.

Entire Agreement

This Agreement contains the full understanding between the parties and supersedes all prior representations or agreements, whether oral or written, with respect to such matters. If any provision of the Terms of Use is held invalid by any law or regulation of any government, or by any court, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms of Use will remain in full force and effect.