Terms of Service

These Terms of Use (this “Agreement”),effective as of the date on which you check a box, click a button, download any Client-Side Software, or otherwise acknowledge your acceptance of thisAgreement, is by and between Iris Inc. with offices located at 2261 MarketStreet #5122, San Francisco, CA 94114 USA (“Iris”, “we”,or “us”) and you. This Agreement constitutes a binding contract betweenyou and Iris, and your use of Iris (as defined below) is at all times subject to the terms and conditions outlined in this Agreement.

This Agreement incorporates by reference all other terms and policies governing your use of Iris.

1. Definitions

1.1 - "Account" means the account you set upto access Iris and represents your legal and services relationship with Iris.

1.2 - "Affiliate" means an entity thatcontrols, is controlled by, or is under common control with you.

1.3 - “Code” means any software code that you write,develop, or otherwise import for use on Iris.

1.4 - “Client-Side Software” means any Irissoftware in source or object code form that Company makes available to Customerfor use in connection with Iris, including but not limited to any Iris SDKs.

1.5 - “Derivative Data” means data and informationrelated to or derived from Users of Iris that has been aggregated and/oranonymized by Iris, including any metrics, feedback, and ratings relating toany Code.

1.6 - “Developer” means a User who wroteor otherwise contributed to Code.

1.7 - “Harmful Code” means any software, hardware,or other technology, device, or means, including any virus, worm, malware, orother malicious computer code, the purpose or effect of which is to permitunauthorized access to, or to destroy, disrupt, disable, distort, or otherwiseharm or impede in any manner any (i) computer, software, firmware, hardware,system, or network; or (ii) any application or function of any of the foregoingor the security, integrity, confidentiality, or use of any data processedthereby.

1.8 - “Iris” means Iris’s proprietary, hostedsoftware you use to access your Account, all Client-Side Software, and otherwebsite functionality as made available to Users from time to time at www.tryiris.ai (or a successor or sub-site).

1.9 - “Iris IP” means Iris and any and allintellectual property provided to you or any other User in connection with theforegoing. For the avoidance of doubt, Iris IP includes Derivative Data, UsageData, Documentation, and any information, data, or other content derived from Iris’sprovision of Iris but does not include User Generated Content.

1.10 - “Third-Party Products” means any third-partyproducts provided with, integrated with, or incorporated into Iris.

1.11 - “User,” “you,” and “your”refer to the individual person, company, or organization that has visited or isusing Iris; that accesses or uses any part of an Account; or that directs theuse of the Account in the performance of its functions. A User must be at least18 years of age.

1.12 - “User Generated Content” means information,data, and other content, in any form or medium, that is submitted, posted, orotherwise transmitted by a User through Iris, including any Code; providedthat, for purposes of clarity, User Generated Content as defined herein doesnot include Derivative Data.

2. Account Registration andRequirements

2.1 -Registration. You must provide a validemail address and password in order to complete the Account signup process.Account registration and provisioning is at Iris’s sole discretion, and signingup for our waitlist does not guarantee that you will be eligible for accountregistration.

2.2 -Requirements. 

A) You must be a human to create an Account. Accountsregistered by "bots" or other automated methods are not permitted.

B) You must be age 18 or older. The Children’s OnlinePrivacy Protection Act (“COPPA”) requires that online service providersobtain parental consent before they knowingly collect personally identifiableinformation online from children who are under thirteen (13). We do notknowingly collect or solicit personally identifiable information from childrenunder thirteen (18). Users under the age of 18 are not permitted to use Iris.

C) Iris does not target children under 18, and we do notpermit any Users under 18. If we learn of any User under the age of 18, we willterminate that User’s Account immediately.

D) Your login may only be used by one person. You maynot share your Account with others, and you may not use anyone else’s Account.

2.3 - Account Security. You are responsible forkeeping your Account secure while you use Iris. We offer tools to help youmaintain your Account's security, but the content of your Account and itssecurity are your responsibility. You are responsible for all content postedand activity that occurs under your Account (even when content is posted byothers who have Accounts under your Account). You are responsible formaintaining the security of your Account and password. Iris cannot and will notbe liable for any loss or damage from your failure to comply with this securityobligation. You will promptly notify Iris if you become aware of anyunauthorized use of, or access to, Iris through your Account, including anyunauthorized use of your password or Account.

3. Iris Access and Use.

Subject to and conditioned on yourcompliance with the terms and conditions of this Agreement, Iris hereby grantsyou a right to access and use Iris on a non-exclusive, non-transferable, andnon-sublicensable basis. The foregoing includes a limited license for Customerto install and use the Client-Side Software in accordance with the IRIS SDK("IRIS")Community License Terms.

3.1 - Use Restrictions. You shall not use Iris for any purposes beyond thescope of the access granted in this Agreement.

3.2 - Mojo-SpecificRestrictions. If you use Mojo to write or developany Code, you are strictly prohibited from deploying such Mojo-based Code toany Graphics Processing Units (GPUs), Tensor Processing Units (TPUs), or otherspecialized hardware. You agree that deployment of such Code shall be limitedexclusively to Central Processing Unit (CPU) instances. Non-compliance mayresult in account suspension or termination of support without prior notice.Requests for exceptions to this restriction must be formally submitted to Irisin writing for approval (which Iris may withhold at its sole discretion).

3.3 - Reservation ofRights. Iris reserves all rights notexpressly granted to you in this Agreement. Except for the limited rights andlicenses expressly granted under this Agreement, nothing in this Agreementgrants, by implication, waiver, estoppel, or otherwise, to you or any third partyany intellectual property rights or other right, title, or interest in or tothe Iris IP.

3.4 - Suspension. Notwithstanding anything to the contrary in thisAgreement, Iris may temporarily suspend your Account and/or access to Iris if:(i) Iris reasonably determines that(a) there is a threat or attack on any ofthe Iris IP; (b) your or another User’s use of the Iris IP disrupts or poses asecurity risk to the Iris IP or to any other User, customer, or vendor of Iris;(c) you are using Iris IP for fraudulent or illegal activities (e) Iris’sprovision of Iris to you is prohibited by applicable law; or (f) any UserGenerated Content (including any Code) submitted, posted, or otherwisetransmitted by you through Iris may infringe or otherwise violate any thirdparty’s intellectual property or other rights; (ii) any vendor of Iris hassuspended or terminated Iris’s access to or use of any Third-Party Productsrequired to enable up to access Iris ; or (iii) in accordance with a violationof any other term of this Agreement (each of (i), (ii), or (iii), a “ServiceSuspension”). Iris shall use commercially reasonable efforts to providewritten notice of any Service Suspension to you and to provide updatesregarding resumption of access to Iris following any Service Suspension. Irisshall use commercially reasonable efforts to resume providing access to Iris assoon as reasonably possible after the event giving rise to the ServiceSuspension is cured. Iris will have no liability for any damage, liabilities,losses (including any loss of data or profits), or any other consequences thatyou or any other User may incur as a result of a Service Suspension.

3.4 - Derivative Data. Notwithstanding anything to the contrary in thisAgreement, Iris may monitor your use of Iris and collect and compile DerivedData. As between you and Iris, all right, title and interest in Derivative Data,and all intellectual property rights therein, belong to, and are retainedsolely by, Iris. You acknowledge that Iris may compile Derivative Data based onUser Generated Content input into, and transmitted via, Iris. Not withstandinganything to the contrary in this Agreement, you further acknowledge that Irismay use and disclose Derivative Data for any lawful purpose.

4. User Responsibilities.

4.1 - General. You are at all times responsible and liable for alluses of Iris resulting from access from your Account, directly or indirectly,whether such access or use is permitted by or in violation of this Agreement.

4.2 - User GeneratedContent. You shall not upload to Iris anyUser Generated Content that you do not have sufficient rights to upload. Youhereby represent and warrant that you have sufficient rights to use any Codeyou upload to or otherwise use or incorporate as part of Iris. You hereby grantto Iris a non-exclusive, royalty-free, worldwide license to reproduce,distribute, and otherwise use and display your User Generated Content andperform all acts with respect to your User Generated Content as may benecessary for Iris to provide Iris , and a non-exclusive, perpetual,irrevocable, royalty-free, worldwide license to reproduce, distribute, modify,and otherwise use and display your User Generated Content incorporated withinthe Derivative Data, and as otherwise necessary to provide you with Irisfunctionality. The foregoing includes, without limitation, the right for Iristo display email domains on Iris associated with your Account to help you findother Users from your organization or with whom you may share otherprofessional associations.

4.3 - Third-PartyProducts. Iris may from time to time makeThird-Party Products available to you or may allow for certain Third-PartyProducts to be integrated with Iris to allow for the transmission of Code orother User Generated Content from such Third-Party Products into Iris (including,for example and without limitation, Github, AWS Code Commit, BitBucket, etc.).For purposes of this Agreement, such Third-Party Products are subject to theirown terms and conditions. Iris is not responsible for the operation of anyThird-Party Products and makes no representations or warranties of any kindwith respect to Third-Party Products or their respective providers. If you donot agree to abide by the applicable terms for any such Third-Party Products,then you should not install or use such Third-Party Products. By authorizing Iristo transmit your User Generated Content from Third-Party Products into Iris,you represent and warrant to Iris that you have all right, power, and authorityto provide such authorization.

4.4 - User Controls andResponsibility. You have and will retainsole responsibility for: (i) all your own User Generated Content; (ii) yourtechnology infrastructure and network and internet connection(s) from which youaccess Iris ; (iii) the security and use of your Account and associatedcredentials; and (iv) all access to and use of Iris , including all resultsobtained from, and all conclusions, decisions, and actions based on, suchaccess or use.

5. Account Fees.

You may access Iris for free, or wemay charge a fee for using Iris (the “Paid Services”).

5.1 - Paid Access. Certain aspects of features of Iris may be subject topayments now or in the future (“Account Fees”).

A) Payment Processor. We use a third-party payment processor (the “PaymentProcessor”) to bill you through a payment account linked to your Account onIris (your “Billing Account”) for any owed Account Fees. The processingof payments will be subject to the terms, conditions and privacy policies ofthe Payment Processor in addition to this Agreement. Currently, we use Stripe,Inc. as our Payment Processor. You can access Stripe’s Terms of Serviceat https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts oromissions of, the Payment Processor. By choosing to use our Paid Services, youagree to pay us, through the Payment Processor, all Account Fees then in effectfor any use of such Paid Services in accordance with the applicable paymentterms, and you authorize us, through the Payment Processor, to charge yourchosen payment provider (your “Payment Method”). You agree to makepayment using that selected Payment Method. We reserve the right to correct anyerrors or mistakes that the Payment Processor makes even if it has alreadyrequested or received payment.

B) Payment Method. The terms of your payment will be based on yourPayment Method and may be determined by agreements between you and thefinancial institution, credit card issuer or other provider of your chosenPayment Method. If we, through the Payment Processor, do not receive paymentfrom you, you agree to pay all amounts due on your Billing Account upon demand.

C) RecurringBilling. Some of the Paid Services may consistof an initial period, for which there is a one-time charge, followed byrecurring period charges as agreed to by you. By choosing a recurring paymentplan, you acknowledge that such Paid Services have an initial and recurringpayment feature, and you accept responsibility for all recurring charges priorto cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHERAUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH ISCONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGEYOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WEREASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENTMETHOD, EMAIL SUPPORT (SUPPORT@TRYIRIS.AI).

D) Current InformationRequired. YOU MUST PROVIDE CURRENT, COMPLETE ANDACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALLINFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCHAS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATIONDATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENTMETHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF APOTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OFYOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE BY EMAILINGSUPPORT (SUPPORT@TRYIRIS.AI). IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION,YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDERYOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTHABOVE.

E) Change in AmountAuthorized. If the amount to becharged to your Billing Account varies from the amount you preauthorized (otherthan due to the imposition or change in the amount of state sales taxes), youhave the right to receive, and we shall provide, notice of the amount to be chargedand the date of the charge before the scheduled date of the transaction. Anyagreement you have with your payment provider will govern your use of yourPayment Method. You agree that we may accumulate charges incurred and submitthem as one or more aggregate charges during or at the end of each billingcycle.

F) Reaffirmation ofAuthorization. Your non-termination orcontinued use of a Paid Service reaffirms that we are authorized to charge yourPayment Method for that Paid Service. We may submit those charges for payment,and you will be responsible for such charges. This does not waive our right toseek payment directly from you. Your charges may be payable in advance, inarrears, per usage, or as otherwise described when you initially selected touse the Paid Service.

G) Free Trials and OtherPromotions. Any free trial or otherpromotion that provides access to a Paid Service must be used within thespecified time of the trial. You must stop using a Paid Service before the endof the trial period in order to avoid being charged for that Paid Service. Ifyou cancel prior to the end of the trial period and are inadvertently chargedfor a Paid Service, please contact us at support@tryiris.ai

6. Confidentiality.

6.1 - YourConfidentiality Obligations. You agree that anynon-public information we give you, such as information about a private betaoffering or any information or materials made available on non-public portionsof Iris, is Iris’s confidential information, regardless of whether it is markedor identified as such (collectively, “Confidential Information”). Youagree to only use such Confidential Information for the express purpose oftesting and evaluating such beta products and not for any other purpose. Youshould use the same degree of care as you would with your own confidentialinformation, but no less than reasonable precautions to prevent anyunauthorized use, disclosure, publication, or dissemination of our ConfidentialInformation. You promise not to disclose, publish, or disseminate anyConfidential Information to any third party, unless we don’t otherwise prohibitor restrict such disclosure (for example, you might be part of an Iris-organizedgroup discussion about a private beta feature).

6.2 - Exceptions. Confidential Information will not include information thatis: (a) or becomes publicly available without breach of this Agreement throughno act or inaction on your part (such as when a private beta feature becomespart of our public offering); (b) known to you before we disclose it to you;(c) independently developed by you without breach of any confidentialityobligation to us or any third party; or (d) disclosed with permission from Iris.You will not violate the terms of this Agreement if you are required todisclose Confidential Information pursuant to operation of law, provided Irishas been given reasonable advance written notice to object, unless prohibitedby law.

7. Data Security and Processing ofPersonal Information. 

7.1 - Security Measures. Iris will implement and maintain commerciallyreasonable administrative, physical, and technical safeguards designed toprotect applicable User Generated Content from unauthorized access, use,alteration or disclosure.

7.2 - Processing ofPersonal Information; No Sensitive Data. Iris’srights and obligations with respect to Personal Information that it collectsdirectly from you are set forth in Iris’s Privacy Policy (https://www.tryiris.ai/privacy).

8. Intellectual Property Ownership;Feedback.

8.1 -Iris IP. You acknowledge that, as between you and Iris, Iris ownsall right, title, and interest, including all intellectual property rights, inand to the Iris IP and, with respect to Third-Party Products, the applicablethird-party providers own all right, title, and interest, including allintellectual property rights, in and to the Third-Party Products.

8.2 - Your UserGenerated Content. Iris acknowledgesthat, as between you and Iris, you and your licensors (if any) retain allright, title, and interest, including all intellectual property rights, in andto User Generated Content.

8.3 - Feedback. If you send us any communications or materials bymail, email, telephone, or otherwise, suggesting or recommending changes to theIris IP, including without limitation, new features or functionality relatingthereto, or any comments, questions, suggestions, or the like (“Feedback”),Iris is free to use such Feedback.

9. Warranty Disclaimer.

IRIS AND ITS LICENSORS, SUPPLIERS,PARTNERS, PARENT, SUBSIDIARIES OR AFFILIATED ENTITIES, AND EACH OF THEIRRESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACTEMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORSAND ASSIGNS (IRIS AND ALL SUCH PARTIES TOGETHER, THE “IRIS PARTIES”)MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE IRIS IP, AND THE IRISPARTIES WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, AVAILABILITY,OCCURRENCE OF ERRORS, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY OF MATERIALCONTAINED IN OR ACCESSED THROUGH IRIS OR ANY CLAIMS, ACTIONS, SUITS PROCEDURES,COSTS, EXPENSES, DAMAGES OR LIABILITIES ARISING OUT OF USE OF, OR IN ANY WAYRELATED TO YOUR ACCESS OF IRIS OR USE OF ANY IRIS IP. THE IRIS PARTIES MAKE NOREPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OFFEREDTHROUGH OR IN CONNECTION WITH YOUR USE OF THE IRIS. THE IRIS IP IS PROVIDED BY IRIS(AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OFANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT, OR THAT USE OF THE IRIS IP WILL BE UNINTERRUPTED ORERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIEDWARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. Indemnification.

You agree to indemnify and hold the IrisParties harmless from and against any and all claims, liabilities, damages(actual and consequential), losses and expenses (including attorneys’ fees)arising from or in any way related to any claims relating to (a) your use ofthe Iris IP (including any actions taken by a third party using your Account),and (b) your violation or breach of any of the terms of this Agreement. In theevent of such a claim, suit, or action (“Claim”), we will attempt toprovide notice of the Claim to the contact information we have for your Account(provided that failure to deliver such notice shall not eliminate or reduceyour indemnification obligations hereunder).

11. Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BYAPPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING,WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANYOF THE IRIS PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANYINDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND,INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSSOF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE ORMALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT,IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR(II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO IRIS IN CONNECTION WITH THEACCOUNT FEES FOR IRIS IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLECLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOWTHE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHERDAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

12. General. 

12.1 - Assignment. You may not assign, delegate or transfer thisAgreement or your rights or obligations hereunder, or your Account, in any way(by operation of law or otherwise) without Iris’s prior written consent. We maytransfer, assign, or delegate this Agreement and our rights and obligationswithout consent.

12.2 - Choice of Law. This Agreement are governed by and will be construedunder the Federal Arbitration Act, applicable federal law, and the laws of theState of California, without regard to the conflicts of laws provisionsthereof.

12.3 - ArbitrationAgreement. Please read the following ARBITRATIONAGREEMENT carefully because it requires you to arbitrate certaindisputes and claims with Iris and limits the manner in which you can seekrelief from Iris. Both you and Iris acknowledge and agree that for the purposesof any dispute arising out of or relating to the subject matter of thisAgreement, Iris's officers, directors, employees and independent contractors (“Representatives”)are third-party beneficiaries of this Agreement, and that upon your acceptanceof this Agreement, Representatives will have the right (and will be deemed tohave accepted the right) to enforce this Agreement against you as thethird-party beneficiary hereof.

A) Arbitration Rules;Applicability of Arbitration Agreement. Youand Iris shall use best efforts to settle any dispute, claim, question, ordisagreement arising out of or relating to the subject matter of this Agreementdirectly through good-faith negotiations, which shall be a precondition toeither party initiating arbitration. If such negotiations do not resolve thedispute, it shall be finally settled by binding arbitration in San MateoCounty, California. The arbitration will proceed in the English language, inaccordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”)then in effect, by one commercial arbitrator with substantial experience inresolving intellectual property and commercial contract disputes. Thearbitrator shall be selected from the appropriate list of JAMS arbitrators inaccordance with such Rules. Judgment upon the award rendered by such arbitratormay be entered in any court of competent jurisdiction.

B) Costs of Arbitration. The Rules will govern payment of all arbitrationfees. Iris will pay all arbitration fees for claims less than seventy-fivethousand ($75,000) dollars. Iris will not seek its attorneys’ fees and costs inarbitration unless the arbitrator determines that your claim isfrivolous. 

C) Waiver of JuryTrial. YOU AND IRIS WAIVE ANY CONSTITUTIONALAND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE ORJURY. You and Iris are instead choosing to have claims and disputes resolved byarbitration. Arbitration procedures are typically more limited, more efficient,and less costly than rules applicable in court and are subject to very limitedreview by a court. In any litigation between you and Iris over whether tovacate or enforce an arbitration award, YOU AND IRIS WAIVE ALL RIGHTS TO A JURYTRIAL, and elect instead to have the dispute be resolved by a judge.

D) Waiver of Class orConsolidated Actions. ALL CLAIMS ANDDISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ORLITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THANONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSEOF ANY OTHER USER. If, however, this waiver of class or consolidated actions isdeemed invalid or unenforceable, neither you nor Iris is entitled toarbitration; instead all claims and disputes will be resolved in a court.

E) Opt-out. You have the right to opt out of the provisions ofthis Section by sending written notice of your decision to opt out to thefollowing address: Iris, Inc., 228 Hamilton Ave, Palo Alto, CA 94301, USA,postmarked within thirty (30) days of first accepting this Agreement. You mustinclude (i) your name and residence address, (ii) the email address and/ortelephone number associated with your Account, and (iii) a clear statement thatyou want to opt out of this Agreement’s arbitration agreement.

F) Exclusive Venue. If you send the opt-out notice in (e), and/or in anycircumstances where the foregoing arbitration agreement permits either you or Iristo litigate any dispute arising out of or relating to the subject matter ofthis Agreement in court, then the foregoing arbitration agreement will notapply to either party, and both you and Iris agree that any judicial proceeding(other than small claims actions) will be brought in the state or federalcourts located in, respectively, San Mateo County, California, or the federaldistrict in which that county falls.

G) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Iris.

12.4 - Miscellaneous. The failure of Iris to exercise, in any way, any rightherein shall not be deemed a waiver of any further rights hereunder. If anyprovision of this Agreement is found to be unenforceable or invalid, thatprovision will be limited or eliminated, to the minimum extent necessary, sothat this Agreement shall otherwise remain in full force and effect andenforceable. You and Iris agree that this Agreement is the complete andexclusive statement of the mutual understanding between you and Iris, and thatthe terms contained herein supersede and cancel all previous written and oralagreements, communications and other understandings relating to the subjectmatter of this Agreement. Except for changes by us as described here, no otheramendment or modification of these Terms will be effective unless in writingand signed by both you and Iris. You hereby acknowledge and agree that you arenot an employee, agent, partner, or joint venturer of Iris, and you do not haveany authority of any kind to bind Iris in any respect whatsoever.

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