Terms and Conditions

Last Updated: June 20th, 2025

 

1.             IMPORTANT NOTICE: PLEASE READ CAREFULLY

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION, A CLASS ACTION WAIVER, AND A JURY TRIAL WAIVER.

BY USING THE PLATFORM, YOU AGREE TO RESOLVE ALL DISPUTES THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR JURY TRIAL. SEE THE "MANDATORY ARBITRATION" AND “CLASS ACTION AND JURY WAIVER” SECTIONS BELOW FOR DETAILS.

 

2.             Welcome

Welcome to www.iris-works.com by Iris Works, a Florida limited liability company (“Provider,” “We,” “Us”). By using www.iris-works.com (including all sub-domains and Internet properties), or any other websites, mobile applications, services, software, tools, features, content, or other functionality made available by Provider—including any free access features, beta offerings, or trial services (the foregoing, the “Platform”, which term refers to the foregoing either individually, collectively, or in any combination or part), you agree to be bound by these Terms and Conditions (the “Terms” or the “Agreement”).

This Agreement constitutes a legally binding agreement between you and Provider. They govern your access to and use of the Platform, and any information, content, media, graphics, videos, sounds, images, files, or other material uploaded, downloaded or distributed through the Platform (collectively, “Content”).

If you are using Provider on behalf of a company or other organization or legal entity, you represent and warrant that you are authorized to accept this Agreement on behalf of such organization or entity and you hereby accept this Agreement on behalf of such entity.

If you do not or are unable to agree to this Agreement, do not use the Platform.

Please note that our Privacy Notice at www.iris-works.com/privacy-policy explains how we collect, use, and protect your personal information when you use the Platform. The Privacy Notice is provided for informational purposes only and does not form part of this Agreement.

For purposes of this Agreement, “user” (or collectively “users”) refers to any party who accesses, views or otherwise obtains or requests information using the Platform, including third parties who post information or other content on the Platform.

 

3.             Revisions to this Agreement

We may modify this Agreement from time to time. When we do, we will provide notice to you by publishing the most current version and revising the date at the top of this page. If we make any material change to this Agreement, we will provide additional notice to you by sending you an email. By continuing to use the Platform after any changes come into effect, you agree to the revised Agreement.


4.             Platform Availability and Modifications

We strive to maintain high availability and performance of the Platform, but we do not guarantee uninterrupted or error-free operation. From time to time, the Platform (or certain features, functionalities, or components thereof) may be temporarily unavailable due to scheduled maintenance, unexpected outages, software bugs, third-party service failures, or other reasons outside of our control.

We are constantly improving and evolving the Platform, which may include adding, modifying, or removing features, tools, content, or functionality. We reserve the right to do so at any time, with or without notice, and without liability to you.

You acknowledge and agree that:

  • The Platform may experience periods of downtime or become inaccessible;
  • Provider is not liable for any loss of data, revenue, or business opportunity resulting from downtime or platform changes;
  • You are not entitled to any refund, service credit, or other compensation for any interruption, modification, or discontinuation of the Platform, regardless of cause; except that, if Provider permanently discontinues the Platform in its entirety, Provider may issue a pro rata refund of any prepaid, unused fees applicable to the discontinued portion of the Platform, in Provider’s sole discretion;
  • Certain features or tools may be deprecated, replaced, or removed in future updates.

Your continued use of the Platform following any modification constitutes your acceptance of those changes.

You may choose to use certain free access features or services and beta releases at your sole discretion. Further to the above, Provider makes no guarantees or promises with respect to the continued availability of any such access or that future versions of a free access features or services and beta releases will be released or will be available under the same commercial or other terms. Provider may discontinue free access features or services and beta releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Provider may terminate your right to use any free access features or services and beta releases at any time and with reasonable notice for any reason or no reason in Provider’s sole discretion, without liability.

 

5.             No Unlawful or Prohibited Use

You agree to use the Platform only for lawful purposes and in accordance with this Agreement. You may not use, or attempt to use, the Platform:

  • for any unlawful, unauthorized, fraudulent, or malicious purpose;
  • in any manner that could damage, disable, overburden, or impair the Platform, our servers, or the networks connected to them;
  • in a way that interferes with any other user’s access to or enjoyment of the Platform;
  • to gain unauthorized access to accounts, computer systems, or networks connected to the Platform, whether through hacking, password mining, or any other means;
  • to access data or systems not intended to be accessible to you;
  • to obtain materials or information through means not intentionally made available by Provider; or
  • for any use other than the intended and permitted purpose of the Platform.

In addition, in connection with your use of the Platform, you agree that you will not:

  • Upload, transmit, or distribute any content that is unlawful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, or otherwise objectionable;
  • Create a false identity or misrepresent your affiliation with any person or entity, including impersonating Provider personnel;
  • Upload or transmit any content you do not have a legal or contractual right to distribute, including content subject to nondisclosure agreements or third-party proprietary rights;
  • Upload or distribute files that contain viruses, malware, corrupted data, or other harmful components intended to interfere with or damage the operation of another’s property or the Platform;
  • Remove or alter author attributions, legal notices, or proprietary labels contained in any content submitted or displayed on the Platform;
  • Use communication features of the Platform in a disruptive or abusive manner;
  • Upload, transmit, or facilitate the sending of unsolicited or unauthorized advertising, promotional materials, spam, chain letters, pyramid schemes, or other solicitations;
  • Violate any applicable law or regulation in your jurisdiction;
  • Upload or transmit any material that infringes upon or violates the intellectual property rights of any third party, including patents, trademarks, copyrights, trade secrets, or publicity rights;
  • Delete or revise material posted by another user without authorization;
  • Probe, scan, or test the vulnerability of the Platform or related networks, or attempt to breach any security or authentication measures;
  • Register, subscribe, or otherwise sign up any party for any products or services without their express authorization;
  • Harvest or collect information about other users, including email addresses, without their consent; or
  • Use any automated means (including bots, spiders, scrapers, or similar tools) to access or copy content or functionality of the Platform without our prior written consent.

Provider reserves the right to take any lawful actions it deems appropriate in response to actual or suspected violations of this section, including but not limited to account suspension or termination. We may cooperate with law enforcement and third parties to investigate and prosecute violations. Provider may restrict, suspend, or terminate your access at any time without notice for conduct that violates this Agreement or is otherwise deemed harmful to the Platform or other users.

Provider reserves the right to disclose any information we deem necessary to comply with applicable law, legal process, or governmental requests, or to edit, refuse to post, or remove any information or content, in whole or in part, at our sole discretion.

You agree to indemnify and reimburse Provider for any loss, liability, cost, or expense (including legal and professional fees) incurred in connection with your violation of this section or misuse of the Platform.

 

6.             User Representations and Warranties

By accessing or using the Platform, you represent, warrant, and covenant to Provider that:

  • You are at least eighteen (18) years of age and have the legal capacity to enter into binding agreements;
  • You have not been previously suspended or terminated from the Platform or any other website, platform, or service operated by Provider;
  • You are not a direct competitor of Provider and are not accessing the Platform for any competitive purpose, including monitoring or benchmarking;
  • You are accessing the Platform solely for your own legitimate internal business or personal use and not on behalf of any third party, unless expressly authorized;
  • You have full power and authority to enter into this Agreement, and if you are using the Platform on behalf of an entity, you are authorized to bind that entity to this Agreement;
  • You will use the Platform in full compliance with all applicable laws, rules, and regulations, and with this Agreement; and
  • You will not use the Platform in any manner that would cause Provider to violate any applicable law, rule, regulation, or third-party obligation.

In addition, you further represent and warrant that:

  • You are the sole owner of, or otherwise have all rights, licenses, consents, and authority necessary to provide, upload, transmit, or make available any data, content, or materials you submit to the Platform (“Uploaded Data”), including but not limited to rights under privacy, publicity, and intellectual property laws;
  • Provider’s possession, use, hosting, transmission, display, or other processing of the Uploaded Data on your behalf in connection with the Platform, as contemplated by this Agreement, will not violate any third-party rights, contract, statute, or regulation;
  • Any Uploaded Data that you or your authorized representatives submit to any public-facing or third-party review platform through the Platform (including user reviews or ratings) will be true, accurate, and solely related to you or the goods and services you offer;
  • You are authorized to provide Provider with all Uploaded Data and other user, customer, or third-party information submitted through or used in connection with the Platform, including any personally identifiable information, and no such submission violates applicable law or the rights of any third party;
  • You and your authorized users will use the Platform only in connection with interactions involving actual end users, customers, or business contacts with whom you have a legitimate relationship;
  • If you receive any takedown request, notice of alleged infringement, or other third-party complaint regarding your Uploaded Data or use of third-party integrations in connection with the Platform, you will promptly discontinue such use and notify Provider; and
  • If your use of the Platform includes integration with a third-party system, you grant Provider the right to access and use your data (directly or via a third-party integration provider) as reasonably necessary to fulfill Provider’s obligations under this Agreement, and you represent that you are not restricted by any applicable law or agreement from granting such access.

 

7.             Intellectual Property

All content on the Platform, including trademarks, logos, text, graphics, photos, software, and other materials, are owned or licensed by Provider or its applicable third-party providers of such content and are protected by intellectual property laws. You may not copy, reproduce, modify, distribute, display, or reverse engineer any portion of the Platform, except as expressly permitted by law or this Agreement.

Users retain ownership of their uploaded content but grant Provider a non-exclusive, perpetual, worldwide, sub-licensable, transferable, and fully paid right and license to use, host, store, reproduce, modify, publish, and create derivative works of such content in connection with the our operation of Platform.

 

8.             Feedback

If you choose to submit comments, suggestions, ideas, improvements, or other feedback regarding the Platform (“Feedback”), you acknowledge and agree that such Feedback is provided voluntarily and without any expectation of compensation or confidentiality.

You hereby grant to Provider a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully sublicensable and transferable license to use, reproduce, display, perform, adapt, modify, distribute, and otherwise exploit such Feedback for any purpose, including developing, marketing, and improving the Platform or other Provider products and services.

Provider shall own all rights, title, and interest in and to any improvements or modifications to the Platform arising from or related to such Feedback, and you waive any moral rights you may have in such Feedback to the maximum extent permitted by law.

 

9.             Data Rights

Provider reserves the right to utilize data and information you provide through the Platform in aggregate to analyze service trends, monitor service efficiencies, and perform such other analysis as we deem appropriate. Such data and information may include without limitation, reviews, surveys, messages, chats, usage patterns, and other interactions by you with the Platform as well as content uploaded by you (collectively, “Client Data”). You agree that Provider may (a) obtain and aggregate technical and other data through your use of the Platform, including Client Data, that is non-personally identifiable (“Aggregated Anonymous Data”), and (b) use the Aggregated Anonymous Data to analyze, improve, support and operate the Platform during and after the term of this Agreement, including, without limitation, to develop insights, analyses, or informational content for internal or external purposes. For the avoidance of doubt, Provider does not have the right to identify you in any Aggregated Anonymous Data.

You acknowledge and agree that the Platform is not intended to function as a data archiving or long-term storage service. Provider may, during the course of your use of the Platform, delete Client Data that is no longer actively in use or reasonably necessary to operate the Platform.

Upon the termination or expiration of your account or access rights, Provider may permanently delete all Client Data in its possession without notice. It is your sole responsibility to export or back up any content that was uploaded by you that you wish to retain prior to termination.

Except as otherwise expressly required under applicable law, Provider disclaims all obligations with respect to the storage, retention, or export of Client Data.

 

10.          Monitoring and Use of Platform Data

You understand and agree that Provider may monitor and analyze data associated with your use of the Platform including, without limitation, reviews, surveys, messages, chats, usage patterns, and other interactions with the Platform for the purposes of:

  • Maintaining and improving the functionality and performance of the Platform;
  • Enhancing and personalizing your experience;
  • Customizing and communicating informational content or product offerings;
  • Ensuring compliance with this Agreement, including initiating corrective actions if necessary; and
  • Making the Platform more helpful and useful for you and other users.

This may involve the use of technologies such as cookies, pixels, session replay services, transcription services, or other tracking and analytics tools designed to record or assess usage behavior.

You also understand that third-party platforms or service providers that you choose to use in conjunction with the Platform may monitor or analyze certain data in accordance with their own terms of use and privacy policies. Provider is not responsible for the privacy or data practices of such third-party providers.


11.          Interactions with Other Users

Provider is not a party to any arrangements made through the Platform. Provider does not conduct or require background checks on users and does not attempt to verify the truth or accuracy of statements made by users. Provider makes no representations or warranties concerning the conduct or content of any users or their interactions with you.

Provider does not directly control the content of other users. When Provider becomes aware of inappropriate content on the Platform, Provider reserves the right to investigate and take appropriate action, but does not have any obligation to monitor, nor will Provider be responsible for, the content of other users.

 

12.          Third Party Sites and Services

The Platform may contain links to third party sites, and is integrated with various third-party services, applications and sites that may make available to you their content and products according to your account settings and subject to confidentiality obligations. Provider does not control these third parties and is not responsible for those sites or services or their content or products. These third parties may have their own terms and policies, and your use of them will be governed by those terms and policies.

 

13.          Reservation of Rights

Provider reserves the right to:

  • Modify, suspend, or terminate the Platform at any time, in whole or in part, with or without notice;
  • Remove, refuse to post, or edit any content submitted by you;
  • Access, preserve, or disclose your account or content if required to do so by law or in good faith belief that such access, preservation, or disclosure is reasonably necessary to:
  • comply with legal process;
  • enforce this Agreement;
  • respond to claims that content violates the rights of third parties; or
  • protect the rights, property, or safety of Provider, users, or the public.

These rights are in addition to any other rights or remedies Provider may have under this Agreement or applicable law.

 

14.          Music and Media Use

The music options that may be offered for gallery slideshows (the “Music Library”) are licensed only for web streaming within the Provider platform. You may not download, modify, republish, or use these tracks outside of their intended in-platform purpose.

 

 

15.          Geographic Restrictions

Provider is based in the United States and currently provides the Platform for use only by persons located in the United States. Provider makes no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

 

16.          Account and Access

You must provide accurate and complete information when registering. You are solely responsible for your account security, including safeguarding your password. Notify us immediately at support[at]iris-works.com of any unauthorized use.

You may not:

  • Share or sell your account;
  • Use another user’s account;
  • Misrepresent your identity; or
  • Upload any unlawful or infringing content.

We may suspend or terminate your access at any time, in our sole discretion.

 

17.          Marketplace Disclaimer and Taxes

Provider may provide an online marketplace for third-party sellers. We do not manufacture, inspect, or warrant any items sold through this marketplace. Any claims related to such items must be brought directly against the seller. Provider disclaims all liability arising from third-party content, services, and products.

Third-party sellers are solely responsible for calculating, collecting, and remitting applicable taxes related to their sales through our Platform. Provider is not responsible for any such obligations.

 

18.          Fees and Subscriptions

Some parts of the Platform are free, while others are subject to recurring or one-time fees. All fees are charged in U.S. dollars and exclude applicable taxes.

By subscribing, you authorize us to charge your payment method at the beginning of each subscription period. You may cancel auto-renewal at any time before the next billing cycle.

Provider may offer free trials. If not canceled, paid plans begin automatically at the end of the trial. We are not obligated to issue refunds, except as otherwise expressly provided herein.

 

19.          Cancellation

If you enroll in a subscription plan, your subscription will renew automatically at the end of each billing period unless canceled. You may cancel at any time through your account settings or by contacting us. Access will continue through your current billing period.

 

20.          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 any and all other products, services and tools that we offer which you subscribe to. This includes all monthly subscriptions.

 

21.          Email Marketing From You to Users

The Platform may include features that allow you to send emails or messages to contacts who subscribe to your profile or services. This functionality is offered solely as a communication tool, and you are solely responsible for all content sent using your account.

You are solely responsible for ensuring that your use of the email marketing feature complies with all applicable laws and regulations. Your use of our email marketing tool is subject to this Agreement, and you acknowledge and agree that:

  • You are the sender of any email or message sent through the Platform for purposes of the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the CAN-SPAM Act) and any similar laws or regulations;
  • Provider is not responsible for the substance, recipients, timing, or compliance of your communications, and acts only as a passive provider of the messaging tool;
  • You must only send messages to individuals who have affirmatively opted in to receive communications from you;
  • You must include appropriate sender identification, contact information, and opt-out instructions in any commercial messages, as required by law;
  • You may not send unsolicited bulk emails, spam, misleading content, or messages that are unlawful, abusive, or violate the rights of others; and
  • You are solely responsible for ensuring that your use of the messaging tool complies with all applicable privacy, consumer protection, and email marketing laws in each jurisdiction where recipients reside.

Provider reserves the right, but has no obligation, to monitor usage of its messaging tools and may suspend or revoke your access to such tools at any time if it determines, in its sole discretion, that your use violates this Agreement or applicable law.

 

22.          Communications from Us to You

We may send you administrative messages via email or other means. By using the Platform, you consent to receive such communications.

These communications may be delivered by email, in-app notifications, SMS, or other available channels, as applicable, and may relate to your account, transactions, system updates, security alerts, and other operational or administrative matters

Certain such communications are considered part of the Platform and are necessary for the ongoing operation of your account. You may not opt out of receiving essential communications related to:

  • Account registration and authentication;
  • Billing and subscription management;
  • Security incidents or policy updates;
  • Technical service notices and feature changes; and
  • Required legal disclosures.

From time to time, we may also send you marketing or promotional communications. You may opt out of receiving these promotional communications at any time by following the unsubscribe instructions included in the message or updating your communication preferences through your account settings.

 

23.          Data Backup Disclaimer

Provider is not a backup service. You are solely responsible for preserving your data. We disclaim all liability for loss of content or files stored or transferred using our platform.

 

24.          Intellectual Property Infringement; DMCA Takedown Policy

Provider respects the intellectual property rights of others and expects users of the Platform to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we have adopted the following policy concerning claims of copyright infringement.


Reporting Claims of Infringement

If you believe that content hosted on or made available through the Platform infringes your copyright, you may submit a written notification pursuant to the DMCA to our designated copyright agent, including the following required information:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Provider to locate the material;
  • Information reasonably sufficient to permit Provider to contact you, such as your name, address, telephone number, and email address;
  • A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

You may submit your DMCA notice to our Designated Agent:

Reed Smith, LLP

c/o Office Coordinator

999 Peachtree St NE, Suite 2500

Atlanta, GA 30309

United States

rsDMCAagent@reedsmith.com
Subject Line: “DMCA Takedown Notice”

 

Counter-Notification Procedure

If you believe that your content was removed or access was disabled in error or misidentification, you may file a counter-notification with our designated agent. Your counter-notification must include:

  • Your physical or electronic signature;
  • Identification of the content that was removed or to which access was disabled and the location at which the material appeared before it was removed or disabled;
  • A statement under penalty of perjury that you have a good-faith belief that the content was removed or disabled as a result of mistake or misidentification;
  • Your name, address, telephone number, and email address; and
  • A statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located, or if outside the United States, for any judicial district in which Provider may be found, and that you will accept service of process from the person who submitted the original DMCA takedown notice or an agent of such person.

If we receive a valid counter-notification, we may restore the removed material unless the original complaining party files a court action seeking a restraining order within ten (10) business days.

Repeat Infringers

In accordance with the DMCA and other applicable law, Provider may terminate, in its sole discretion, access to the Platform for users who are deemed to be repeat infringers.

 

25.          Mandatory Arbitration

YOU AND PROVIDER AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE RELATIONSHIP BETWEEN YOU AND PROVIDER (INCLUDING ANY CLAIM BASED ON CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY) SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION, EXCEPT WHERE OTHERWISE PROHIBITED BY APPLICABLE LAW.

This agreement to arbitrate applies to all claims, whether arising before or after your acceptance of this Agreement and shall survive the termination of your relationship with Provider. You and Provider agree that the arbitration will be administered by JAMS under its Streamlined Arbitration Rules and Procedures then in effect (the “JAMS Rules”), which are available online at https://www.jamsadr.com/rules-streamlined-arbitration/.

The arbitration shall be conducted by a single arbitrator selected in accordance with the JAMS Rules. Unless otherwise agreed, the arbitration shall be conducted in Atlanta, Georgia, or in another location mutually agreed upon by the parties or determined by the arbitrator.

Arbitration proceedings shall be conducted in English and kept confidential by all participants. The arbitrator shall have the authority to grant any remedy that would be available in court, including injunctive or declaratory relief, to the extent required to satisfy applicable law.

The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Any claim subject to arbitration must be filed within one year after the date the party asserting the claim first knows or should know of the act, omission or default giving rise to the claim, or the shortest time period permitted by applicable law.

 

26.          Class Action and Jury Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT:

  • ANY CLAIM OR DISPUTE SHALL BE BROUGHT SOLELY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING; AND
  • YOU HEREBY KNOWINGLY AND IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

If a court or arbitrator determines that any part of this class action waiver is unenforceable as to a particular claim, then that claim shall proceed in court, not arbitration.

Opt-Out Procedure:  You may elect to opt out of this arbitration agreement by sending written notice to Provider at support[at]iris-works.com with the subject line “Arbitration Opt-Out” within thirty (30) days of your initial acceptance of this Agreement. Your opt-out notice must include your full name, email address, and a clear statement that you wish to opt out of arbitration.

Opting out of this arbitration provision does not affect any other part of this Agreement.

 

27.          Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

PROVIDER DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RISK FOR YOUR USE OF THE PLATFORM AND YOUR RELIANCE ON ANY CONTENT OR INFORMATION OBTAINED THROUGH THE PLATFORM.

NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY PROVIDER OR ITS REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

 

28.          Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER (ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS) SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL PROVIDER’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) THE AMOUNT ACTUALLY PAID BY YOU TO PROVIDER FOR ACCESS TO THE PLATFORM DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND WILL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.

 

29.          Indemnification

You agree to defend, indemnify, and hold harmless Provider, its affiliates, and their respective officers, directors, employees, agents, licensors, successors, and assigns from and against any and all claims, actions, demands, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

  • Your violation of this Agreement;
  • Your use of the Platform, including but not limited to your content, communications, transactions, or interactions with other users;
  • Any allegation that content you submit infringes or misappropriates any intellectual property right or other right of a third party; and
  • Your breach of any applicable law or regulation.

Provider reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate fully in the defense of such matter.

You may not settle any such indemnified claim without our prior written consent.

 

30.          Termination

Provider may, in its sole discretion and without notice, suspend or terminate your access to the Platform at any time for any reason, including but not limited to:

  • A violation of this Agreement;
  • A request by law enforcement or other government agency;
  • Discontinuance or material modification of the Platform;
  • Unexpected technical or security issues or problems;
  • Nonpayment of any fees owed by you.

Either party may also terminate this Agreement for cause:

  • Upon thirty (30) days’ written notice to the other party of a material breach, if such breach remains uncured at the end of the notice period, or
  • Immediately upon notice if the other party becomes the subject of bankruptcy, insolvency, receivership, liquidation, or assignment for the benefit of creditors, or commits an incurable material breach of this Agreement.

Upon termination, all rights granted to you under this Agreement will immediately cease, and you must immediately cease all use of the Platform. Termination will not limit any of Provider’s other rights or remedies at law or in equity.

 

31.          Entire Agreement

This Agreement constitutes the entire agreement between you and Provider concerning your access to and use of the Platform and supersede any prior or contemporaneous agreements, communications, or understandings, whether oral or written, between you and Provider with respect to the subject matter hereof. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be enforced.

 

32.          No Agency

No agency, partnership, joint venture, employment, or franchisor-franchisee relationship is intended or created by this Agreement. You acknowledge that you are not an agent or representative of Provider and have no authority to bind or enter into agreements on behalf of Provider.

 

33.          Governing Law

This Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles.

 

34.          Judicial Forum (If Arbitration Does Not Apply)

If the arbitration agreement set forth above is found not to apply to you or your claim, or if you validly opt out of arbitration, you agree that any judicial proceedings (other than actions brought in small claims court) must be brought exclusively in the state or federal courts located in Orange County, Florida, and you hereby consent to the personal jurisdiction and venue of those courts.

 

35.          Time to Bring Claims

To the extent permitted by applicable law, any claim or cause of action not subject to arbitration must be commenced within one (1) year after the date the claiming party first knew or reasonably should have known of the facts giving rise to the claim. Claims not filed within that period are permanently barred.

 

36.          Assignment

You may not assign or transfer any of your rights or obligations under this Agreement without Provider’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement in their entirety, without consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided that the assignee is not a direct competitor of the other party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective permitted successors and assigns.

 

37.          No Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a present or future waiver of such provision nor limit the party’s right to enforce such provision at a later time. All waivers must be in writing to be enforceable.

 

38.          Severability

If any provision of this Agreement is found to be unenforceable or invalid by a court of competent jurisdiction, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the remainder of the Terms shall remain in full force and effect.

 

39.          Notices

Except as otherwise provided in this Agreement or as required by law, all notices to Provider shall be delivered by electronic mail and certified mail to:


Iris Works

Support[at]iris-works.com


Notices to you may be provided via email to the address associated with your account, or through notifications made available through your account or the Platform.

 

40.          Survival

Any provision of this Agreement that, by its nature, should survive termination shall survive, including but not limited to:

  • Welcome;
  • Revisions to this Agreement;
  • No Unlawful or Prohibited Use;
  • User Representations and Warranties;
  • Intellectual Property;
  • Feedback;
  • Data Rights;
  • Refund Policy;
  • Email Marketing From You to Users;
  • Communications from Us to You;
  • Data Backup Disclaimer;
  • Intellectual Property Infringement; DMCA Takedown Policy;
  • Mandatory Arbitration;
  • Class Action and Jury Waiver;
  • Disclaimer of Warranties;
  • Limitation of Liability;
  • Indemnification;
  • Entire Agreement;
  • No Agency;
  • Governing Law;
  • Judicial Forum (If Arbitration Does Not Apply);
  • Time to Bring Claims;
  • Assignment;
  • No Waiver;
  • Severability;
  • Notices; and
  • Survival.

These provisions survive to the extent necessary to fulfill their intended purpose and to protect the rights and obligations of the parties after termination.

 

41.          Contact Us

If you have any questions about this Agreement or the Platform, contact us at:

Support[at]iris-works.com