Terms & Conditions
THESE TERMS OF SERVICE GOVERN ANY USE OF IRIDIZE’S SERVICE, INCLUDING FREE TRIAL USE. IRIDIZE’S FAILURE AT ANY TIME TO ENFORCE ANY PROVISION OF THESE TERMS DOES NOT CONSTITUTE A WAIVER OF THAT PROVISION OR ANY OTHER PROVISION OF THESE TERMS.
1. ACCEPTANCE OF TERMS
1.1 These Terms of Service (hereinafter “Terms”) apply to all IRIDIZE Services (hereinafter “Service”) provided through IRIDIZE.com website (hereinafter “The Site”). Any new features adding, augmenting or otherwise changing the Service are also subject to these Terms.
1.2 By accepting these Terms, or by accessing or using the Service or The Site, You acknowledge that You have read, understood, and agreed to be bound by these Terms.
1.3 You may not use the Service if for any reason You did not accept, or have no authority to accept, these Terms.
1.4 You acknowledge that these Terms constitute a binding contract between You and IRIDIZE, which supersedes any other agreements between You and IRIDIZE. No signatures are necessary for this contract to take effect.
1.5 If You are accepting these Terms on behalf of a company or another legal entity, You represent that You have the authority to legally bind such entity and its affiliates to these Terms.
2. DESCRIPTION OF SERVICE
2.1 The “Service” includes (a) the Site, (b) the on-demand IRIDIZE® system, tools and IRIDIZE API, and (c) other services IRIDIZE provides You through the Site based on the plan purchased, including all software, data, text, images, sounds, videos, and other content made available through the Site, or developed via the IRIDIZE API.
2.2 The Service may also include all types of support based on the Service plan purchased. IRIDIZE does not take responsibility for any damage done by the Service being unavailable for reasons of: (a) planned downtime (of which You will be notified in advance), or (b) circumstances beyond IRIDIZE’s reasonable control. Such circumstances include, but are not limited to, acts of God, acts of government, acts of terror or civil unrest, or technical failures beyond IRIDIZE’s reasonable control.
3. ACCESS AND USE OF SERVICE
3.1 You agree to access and use the Service only for Your internal business purposes as contemplated by these Terms.
3.2 Subject only to Your limited right to access and use the Service as explicitly granted by these Terms, IRIDIZE shall own exclusively all rights, title and interest in and to the Service and its components, including all related intellectual property rights.
3.3 You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, unless expressly permitted by IRIDIZE; (b) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service.
3.4 You agree not to (a) modify, adapt or hack the Service to falsely imply any sponsorship or association with IRIDIZE; (b) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service; (c) use the Service to upload, link to, send, store or post any content that contains malware, including any viruses, Trojan horses, worms time bombs, or any other type of harmful software.
3.5 You agree to only access and use the Service in manners authorized by IRIDIZE.
3.6 You agree not to use the Service (a) in any unlawful manner, including but not limited to violation of any person’s privacy rights, infringing any person’s intellectual property rights, or sending spam or otherwise duplicative or unsolicited messages (commercial or otherwise) in violation of applicable laws. (b) to store, link to, upload, or send any content that is unlawful, racist, abusive, defamatory, hateful, obscene, or discriminatory
3.7 You are responsible for all information, data, text, messages or other materials that You create, store or serve via the Service. You are responsible for any and all activities that occur under Your login or account.
4. BILLING, PAYMENTS AND PLAN MODIFICATIONS
4.1 The Service is made available on a pay-as-you-go basis and is charged at the start of Your elected subscription term. There will be no refunds or credits for partial months of Service, plan downgrades, or termination of Your account before the end of Your subscription period. No exceptions will be made. IRIDIZE reserves the right to contact You about special pricing if You require and maintain an exceptionally high number of guides or other extensive stress on the Service.
4.2 Your subscription will renew automatically, and you will be charged accordingly, based on Your plan’s renewal cycle.
4.3 If You choose to upgrade Your plan during Your subscription period, any incremental cost will be prorated over the remaining term of the subscription period and charged to Your account. Subsequently, You will be charged the adjusted rate on Your next billing cycle.
4.4 Downgrading Your plan may cause the loss of content, features, or capacity of Your account and IRIDIZE does not accept any liability for such loss.
4.5 If You fail to pay your subscription fee on time, or if Your credit card payment information is entered in error or does not go through for processing and You do not update payment information upon IRIDIZE’s request, your entire account will be suspended or cancelled.
5. CANCELLATION AND TERMINATION
5.1 You can cancel the account from Your account page. There are no other means of canceling Your account. Once You cancel Your account You will lose access to all of Your content, and IRIDIZE preserves the right to delete all such content in the normal course of operation. This content cannot be recovered once Your account is cancelled. If You cancel the Service before the end of Your current paid-up subscription period, Your cancellation will take effect immediately and You will not be charged again.
5.2 IRIDIZE reserves the right to suspend or terminate your account or any part thereof, deny You access, refuse Your current and future use of the Service, and remove and discard any of Your content within the Service if IRIDIZE believes that You have violated these Terms. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of Your use of Service, and may be referred to law enforcement authorities.
5.3 IRIDIZE reserves the right to modify, replace or discontinue, temporarily or permanently, the Service (or any part thereof).
5.4 IRIDIZE shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.
6. DATA PRIVACY AND SECURITY
7. INTELLECTUAL PROPERTY RIGHTS
7.1 IRIDIZE shall maintain all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You to use the Service under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith.
7.2 IRIDIZE shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to use or incorporate into the Service any feedback You give to IRIDIZE, including but not limited to suggestions, enhancement requests or recommendations.
7.3 IRIDIZE®, and IRIDIZE’s other product and service names, and logos used or displayed on the Service are registered or unregistered trademarks of IRIDIZE. You will not attempt, now or in the future, to claim any rights in these trademarks, degrade the distinctiveness of the IRIDIZE trademarks, or use them to disparage or misrepresent IRIDIZE, its services or products.
8. DISCLAIMER OF WARRANTIES
THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW AND IRIDIZE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT. IRIDIZE DISCLAIMS ANY WARRANTY THAT THE SERVICE WILL BE FREE OF VIRUS OR ERROR, UNINTERRUPTED, TIMELY, OR SECURE. NO INFORMATION OR ADVICE OBTAINED BY YOU FROM IRIDIZE OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
9. THIRD PARTY SERVICES
The Service may contain links to, or otherwise may allow You to connect to and use certain third party products, services or software under separate terms and conditions (collectively, “Third Party Services”) in conjunction with IRIDIZE’s Service. IRIDIZE shall not be responsible for, and makes no representations as to such Third Party Services or the manner in which they provide You service, handle Your data, or otherwise engage with You. IRIDIZE is not liable for any damage or loss caused or alleged to be caused by or in connection with Your access, use of, or reliance on any such Third Party Services.
10. LIMITATION OF LIABILITY
10.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL IRIDIZE, OR ITS AFFILIATES, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR ANY DAMAGES WHATSOEVER, INCLUDING LOSS OF PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY YOU IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF WHETHER IRIDIZE HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
10.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, IRIDIZE’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM OUR SERVICE, SHALL BE LIMITED TO THE LESSER OF (I) ACTUAL DAMAGES INCURRED, OR (II) PAYMENTS MADE BY YOU FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE PARTIES AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 10.2 IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT IRIDIZE’s POTENTIAL LIABILITY GIVEN THE FEES CHARGED FOR THE SERVICE, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF IRIDIZE WERE TO ASSUME ANY FURTHER LIABILITY. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
11.1 IRIDIZE will indemnify and hold You harmless, from and against any claim against You by reason of Your use of the Service as permitted hereunder, brought by a third party alleging that the Service infringes a valid patent or copyright, or misappropriates a third party’s trade secret (such claims, collectively, “Claim”). IRIDIZE shall, at its expense, defend such Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by IRIDIZE for such defense, provided that (i) You promptly notify IRIDIZE of the threat or notice of such Claim, (ii) IRIDIZE will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such Claim, and (iii) You fully cooperate with IRIDIZE in connection therewith. If Your use of the Service has become, or in IRIDIZE’s opinion is likely to become, the subject of any such Claim, IRIDIZE may at its option and expense (a) procure for You the right to continue using the Service as set forth hereunder; (b) replace or modify the Service to make it non-infringing; or (c) if options (a) or (b) are not reasonably practicable, terminate these Terms and repay You any unused Service fees.
11.2 IRIDIZE will have no liability or obligation under this Section 11.1 with respect to any Claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Service by anyone other than IRIDIZE; or (iii) the combination, operation or use of the Service with other hardware or software where the Service would not by itself be infringing.
11.3 The provisions of these Sections 11.1 and 11.2 state the sole, exclusive and entire liability of IRIDIZE to You and constitute Your sole remedy with respect to a Claim brought by reason of Your permitted use of the Service.
11.4 You agree to defend, indemnify, and hold harmless IRIDIZE from and against any claims, actions or demands, including, without limitation, reasonable legal and professional services fees, arising or resulting from Your breach of these Terms, or Your and Your end users’ access to, use, misuse or illegal use of the Service. IRIDIZE will provide You notice of any such claim, suit, or proceeding. IRIDIZE reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case You agree to cooperate with any reasonable requests to assist IRIDIZE’s defense of such a matter.
12. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS
Either party may assign or transfer these Terms, in whole or in part, without restriction, provided the assignee agree to be fully bound by these Terms. These Terms supersede prior versions of these Terms, or any other discussions, agreements or understandings by or among the parties (other than written agreements expressly accepted and executed by both parties). IRIDIZE may amend these Terms from time to time, in which case the new Terms will supersede prior versions.
13. GOVERNING LAW
These Terms shall be governed by the laws of the State of Israel without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the courts of the State of Israel, Tel Aviv region, for the purpose of resolving any dispute relating to Your access to or use of the Service.
Sections 3 (Access and Use of the Service), 4 (Billing, Payments and Plan Modifications), 5 (Cancellation and Termination), 7 (Intellectual Property Rights), 8 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), 12 (Assignment; Entire Agreement; Revisions), and 13 (Governing Law) will survive any termination of these Terms.