Terms of Service

1. Introduction

These terms of service, as amended from time to time, including any and all policies and additional terms linked to or referencing these terms of service (collectively, the “Agreement” or “Terms of Service”)  are a legal agreement between Iris Studio Inc., its affiliates and any of its or their respective successors or assigns (collectively, “Iris,” “our,” “we” or “us”) and you regarding your use of Iris’ website(s), its Iris Studio Platform, which is a web and app based video production, editing, and camera control platform that enables live video editing and camera control, and successors thereof, Beta Version (as defined herein), as applicable, and any all other web properties and services created or controlled by Iris (collectively, the “Services”).  The Services are offered to you by Iris and its development and technology partners, suppliers, service providers, licensors and licensees (collectively, “Third Party Providers”) who may assist in the development, hosting, operation, distribution, marketing, publication or exploitation of the Services.

Your access to and use of the Services constitutes your acceptance, without modification, of this Agreement and also our Privacy Policy.  In addition, we require your express acceptance to this Agreement and the Privacy Policy, the terms of which are incorporated herein by reference, when you register to access and use the Services.  If you do not agree to be bound by this Agreement or the Privacy Policy, then you are not permitted to register for access or use of the Services and are not to use or access the Services.

These Terms of Service apply whether you are a user that registers an account with the Services or an unregistered user. You agree that by clicking “Sign Up” or otherwise registering, downloading, accessing, or using the Services, you are entering into a legally binding agreement between you and Iris regarding your use of the Services. You acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, do not access or otherwise use any of the Services.

These Terms of Service require the use of arbitration (See Section 17) on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.

We may amend any of the terms of these Terms of Service by posting the amended terms. Your continued use of the Services after the effective date of the revised Terms of Service constitutes your acceptance of the terms, as revised.

When opening an account with us on behalf of a company, entity, or organization (collectively, “Subscribing Organization”), you represent and warrant that you: (i) are an authorized representative of that Subscribing Organization with the authority to bind that organization to these Terms of Service and grant the licenses set forth herein; and (ii) agree to these Terms of Service on behalf of such Subscribing Organization.

If you are an enterprise level client and have entered into a separate enterprise agreement with Iris, the terms of that agreement will supersede and control to the extent of any conflict with these Terms of Service.

You agree that the form and nature of the Services may change without prior notice to you and that future versions of the Services may be incompatible with content and media created on previous versions of the Services. You further agree that Iris may stop (permanently or temporarily) providing all or any portion of the Services (or any features thereof) to you or to users generally at Iris’ sole discretion, without prior notice to you.

You agree that Iris is not obligated to provide any maintenance, technical or other support (“Support”) for the Services. However, if you require Support, please contact us at support@tryiris.ai.

‍

2. Use of Iris Minors and Blocked Persons

The Services are not available to persons under the age of 13. If you are between the ages of 13 and the age of legal majority in your jurisdiction of residence, you may only use the Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Service.

The Services are also not available to any users previously removed from the Services by Iris or to any persons barred from receiving them under the laws of the United States (such as its export and re-export restrictions and regulations) or applicable laws in any other jurisdiction.

BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE, THAT YOUR PARENT OR LEGAL GUARDIAN AGREES TO BE BOUND BY THESE TERMS OF SERVICE IF YOU ARE BETWEEN 13 AND THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION OF RESIDENCE, AND THAT YOU HAVE NOT BEEN PREVIOUSLY REMOVED FROM AND ARE NOT PROHIBITED FROM RECEIVING THE SERVICES.

‍

3. Privacy

Please see our Privacy Policy for information relating to how we collect, use, and disclose your personal information, and how you can manage your online privacy when you use the Services.

‍

4. Account Registration

Certain content and Services that we may offer or that you may wish to access may require that you first register with us and create an account (“User Account”). To establish a User Account, you may be required to provide Iris with certain personal information, including without limitation, your first and last name, e-mail address, as well as payment processing account information. You agree that you will supply accurate information, and that you will update that information promptly if it changes. Iris reserves all rights to pursue legal action against all persons who misrepresent personal information or who are otherwise untruthful about their identity, and to suspend or cancel User Accounts registered with inaccurate or incomplete information. Multiple accounts may not be created sharing the same name, email, credit card or payment processing account(s). By registering for a User Account, you agree that we may display your username and profile picture, if any. If you wish to cancel your User Account, you may do so by selecting the cancel option under your account settings within the website or web application or by contacting us. You are solely responsible for backing up and/or migrating any data prior to cancellation. If you cancel your User Account, you will not be able to access or reactivate the User Account.

You are solely responsible for maintaining the confidentiality of your User Account, your password and for restricting access to your computer. If you permit others to use your User Account credentials, you agree to these Terms of Service on behalf of all other persons who use the Services under your User Account or password, and you are responsible for all activities that occur under your User Account or password. If you become aware of any unauthorized use of your data or User Account for the Services, you agree to notify us immediately at support@tryiris.ai.

Unless expressly permitted in writing by Iris, you may not sell, rent, lease, share, distribute or provide access to your account to anyone else, including without limitation, charging anyone for access to administrative rights on your account, allowing a third party to use your account and the Services, and making your account available to third parties on a software-as-a-service, hosted services, time-sharing, service bureau or similar basis. Iris reserves all available legal rights and remedies to prevent unauthorized use of the Services, including, but not limited to, technological barriers, IP mapping, and, in serious cases, directly contacting your Internet Service Provider (ISP) regarding such unauthorized use. YOU AGREE THAT YOU HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN YOUR USER ACCOUNT, AND THAT ALL RIGHTS IN AND TO THE USER ACCOUNTS ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF IRIS.

‍

5. Services Plans

You acknowledge that you may have access to the Services free of charge under the “free tier” but that to view certain portions of our Services and to gain access to certain aspects and features of the Services, you must purchase one of our Services plans (each a “Plan”), as updated from time to time in Iris’ sole discretion. Our Plans, including pricing and billing terms, are outlined here and contain various subscription paid tiers with certain features, including without limitation, unlocking additional streaming time, inviting additional users, increasing storage space, use of AI features, and other options. Enterprise customers may be subject to the terms of a separate enterprise agreement with Iris which may contain terms that differ from those contained in these Terms of Service.

You will pay Iris the then applicable fees for the Services as detailed in Iris in accordance with the terms therein (the "Fees"), charged automatically to your credit card on file monthly (in advance for the basic monthly Fees and in arrears for any monthly overage-related Fees), unless agreed otherwise by the parties in writing. If your use of the Services exceeds the Service Capacity set forth in the Plan or otherwise requires the payment of additional fees (pursuant to these terms), you will be billed for such usage and you agree to pay the additional fees in the manner provided herein. Iris reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the term, upon thirty (30) days prior notice to you (which may be sent by email). If you believe that Iris has billed you incorrectly, you must contact Iris no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Iris’ customer support department.

If you elect to purchase a Plan, your Plan will continue and automatically renew at Iris’ then-current price for such Subscription until terminated in accordance with this Agreement. The frequency at which your Subscription renews (i.e., weekly, monthly, annually, etc.) will be designated at the time at you sign up for the Subscription and may be modified by you via your Account settings. By subscribing, you authorize Iris to charge the payment method designated in your Account now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if Iris does not receive payment, (i) you shall pay all amounts due on your Account upon demand and/or (ii) you agree that Iris may either terminate or suspend your Subscription and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).

You may terminate your Plan at any time. You can terminate your Plan by going into the Settings tab on your User Account, and clicking the “Cancel Subscription” button. We will then reach out and cancel your chosen subscription level and/or terminate your User Account. Your User Account will still maintain Plan access until your Plan’s billing cycle has completed. Once completed, your User Account will be downgraded. All Plan fees are nonrefundable. It is your responsibility to ensure that any and all User Content is removed from your User Account prior to any such termination. Iris reserves the right to terminate or suspend access to the Services or any related license, subscription, product, or service if you fail to pay any amounts when due.

Unless otherwise stated, Iris’ fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder. If Iris has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide Iris with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Iris is solely responsible for taxes assessable against it based on its income, property and employees.

We may employ the use of Third-Party Providers for the purpose of facilitating payment and the completion of Plan purchases. By submitting your payment information, you understand that we may share that information with these Third-Party Providers subject to our Privacy Policy.

If you enroll in any free trial or other promotion that provides access to any paid Services, those Services must be used within the specified time of the trial. You must stop using any paid Services before the end of the trial period in order to avoid being charged for that Service in accordance with our standard fees associated with that Plan.

‍

6. Services Licenses

Unless otherwise expressly stated in writing by Iris, by agreeing to these Terms of Service you are granted a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single Device (as defined below) that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. 

Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.

You understand that the Service is evolving. As a result, Iris may require you to install updates to the software or Applications that you have installed on the devices through which you access or use the Service (“Device”). You acknowledge and agree that Iris may update the Service with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Service. Any future release, update or other addition to the Service shall be subject to this Agreement.

‍

7. Ownership; Services Usage

The Services are owned and operated by Iris. Unless otherwise indicated, all content, information, and other materials on the Services (excluding User Content and Processed Content, set out in this Section 7), including, without limitation, Iris’ trademarks and logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files, and the selection and arrangement thereof (collectively, the “Iris Materials”) are protected by relevant intellectual property and proprietary rights and laws. All Iris Materials are the property of Iris or its subsidiaries or affiliated companies and/or third-party licensors and all legal right, title and interest in and to the Iris Materials and the Services, including any and all Intellectual Property Rights thereto, are vested in Iris.  “Intellectual Property Rights” means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights.

The Services may allow you to publicly or privately upload, stream, edit, post, share, transmit, perform, or store video, photography, audio-visual assets, sounds, messages, text, images, raw inputs or other data or materials (collectively, “User Content”). As used herein, “Processed Content” shall mean User Content that is processed by the Services, as an input and/or output, for the purpose of video production, camera control, and video editing.

You hereby grant (and you represent and warrant that you have the right to grant) to Iris a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to  access, use, reproduce, electronically distribute, modify, transmit, perform, format, display, store, archive, and index the User Content, including Processed Content, for the purpose of supporting your use of the Services and providing Services to you. In addition, you hereby grant (and you represent and warrant that you have the right to grant) to Iris a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to  access, use, reproduce, modify, transmit, perform, format, store, archive, and index the Processed Content for Iris’ internal development purposes, including, without limitation, improving and enhancing Iris’ AI models, data sets, and technologies, provided that when doing so, we shall only use Processed Content in an anonymized and aggregated way. Subject only to the limited license expressly granted herein, you shall retain all rights, title and interest in and to the User Content and Processed Content and all Intellectual Property Rights therein.

By adding a collaborator to Iris, you hereby grant to that user a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze Iris and Content as permitted by the relevant Services functionality or features for the sole purpose of collaborating on Iris.

To the extent permitted by applicable law, Iris takes no responsibility and assumes no liability for any User Content or Processed Content or for any loss or damage resulting therefrom. Your use of the Services is at your own risk. In addition, these Terms of Service do not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules. Iris is not liable for any statements or representations included in User Content or Processed Content, nor is Iris liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter when using the Services.

Iris does not endorse any User Content, Processed Content, opinions, recommendations, or advice expressed therein, and Iris expressly disclaims any and all liability in connection with User Content and Processed Content. To the fullest extent permitted by applicable law, we reserve the right to remove, screen, or edit any User Content or Processed Content submitted, uploaded, posted or stored on the Services at any time and without notice, including where such User Content or Processed Content violates these Terms of Service or applicable law.

You are solely responsible, at your sole cost and expense, for creating backup copies of and replacing any User Content or Processed Content you post and/or store on the Services.

WE ALSO RESERVE THE RIGHT, AT ALL TIMES AND IN OUR SOLE DISCRETION, TO DISCLOSE ANY USER CONTENT OR PROCESSED CONTENT AND OTHER RELATED INFORMATION FOR ANY REASON, including without limitation (a) to satisfy any applicable law, regulation, legal process or governmental request; (b) to enforce this Agreement; (c) to protect Iris’ legal rights and remedies; (d) if we, in our reasonable discretion, believe that someone’s health or safety may be threatened; or (e) to report a crime or other offensive behavior.

By using the Services, you represent and warrant that: (a) you are the creator or own or control all right in and to the User Content or Processed Content or otherwise have sufficient rights and authority to grant the rights granted herein; (b) your User Content and Processed Content does not and will not: (I) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, (II) be deceptive, fraudulent, discriminatory, obscene, pornographic, or otherwise objectionable, or (III) defame any other person; (c) your User Content and Processed Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and (d) unless you have received prior written authorization, your User Content and Processed Content specifically does not contain any pre-release or confidential information of any third parties. Iris reserves all rights and remedies against any users who breach these representations and warranties.

To the furthest extent permitted by applicable law, you hereby agree that Iris shall not be liable for any unauthorized copying, use, or distribution of User Content or Processed Content by third parties and release and forever waive any claims you may have against Iris for any such unauthorized copying or usage of the User Content or Processed Content, under any theory. THE SECURITY MEASURES TO PROTECT USER CONTENT AND PROCESSED CONTENT USED BY IRIS HEREIN ARE PROVIDED AND USED “AS-IS” AND WITH NO WARRANTIES, GUARANTEES, CONDITIONS, ASSURANCES, OR OTHER TERMS THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS, OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.

‍

8.Beta Testing and Pre-Release Software

We may designate the Services, or a feature of the Services, as a prerelease or beta version (“Beta Version”). You understand and acknowledge that the Beta Version may not be at the level of performance and compatibility of the final, generally available product offering and may contain bugs that may cause system or other failure and data loss.  If you discover any vulnerabilities or breaches related to your use of the Beta Version, you must promptly contact Iris and provide details of the vulnerability or breach. Iris reserves the right to modify the terms, conditions, and policies of any Beta Version from time to time. Further, we may choose not to release or discontinue the Beta Version. Your access to the Beta Version is subject to the entirety of these Terms of Services and any additional terms and conditions presented to you. From time to time, you may be provided with the opportunity to submit bug reports, questionnaires, issue reports, support information, enhancement requests, and other similar reports to Iris. All such reports are considered feedback and subject to the provisions of Section 12.

Along with access to a Beta Version, you may be given access to Confidential Information of Iris, its affiliates and other third parties. If you are provided any Confidential Information, you may use Confidential Information only as needed to use the Beta Version as permitted under these Terms of Service. You may not disclose, publish, or otherwise disseminate any Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. “Confidential Information” means nonpublic information that Iris or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including without limitation software (object and source code), graphics, mechanics, concepts, documentation, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; or (iii) is rightfully disclosed to you by a third party without any confidentiality obligations. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Iris and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

‍

9.Prohibited Conduct

YOU AGREE NOT TO violate any law, contract, intellectual property, or other third-party right; not to commit a tort, and that you are solely responsible for your conduct while on the Services.

You agree that you will comply with these Terms of Service and will not:

1. create, upload, transmit, distribute, or store any content that is inaccurate, deceptive, discriminatory, unlawful, infringing, defamatory, obscene, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, or otherwise objectionable;
2. impersonate any person or entity; falsely claim an affiliation with any person or entity; access the User Accounts of others without permission; forge another person’s digital signature; misrepresent the source, identity, or content of information transmitted via the Services; or perform any other similar fraudulent activity;
3. send junk mail or spam to users of the Services, including without limitation unsolicited advertising, promotional materials, or other solicitation material; bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, petitions for signatures, or any of the preceding things related to promotional giveaways (such as raffles and contests); and other similar activities;
4. harvest or collect email addresses or other contact information of other users from the Services;
5. defame, harass, abuse, threaten, or defraud users of the Services, or collect or attempt to collect, personal information about users or third parties without their consent;
6. delete, remove, circumvent, disable, damage, or otherwise interfere with (a) security-related features of the Services or User Content or Processed Content, (b) features that prevent or restrict use or copying of any content accessible through the Services, (c) features that enforce limitations on the use of the Services or User Content or Processed Content, or (d) the copyright or other proprietary rights notices on the Services or User Content or Processed Content;
7. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, trade secrets, or applications of the Services or any part thereof, except and only to the extent that this activity is expressly permitted by the law of your jurisdiction of residence;
8. modify, adapt, translate, or create derivative works based upon the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
9. interfere with or damage the operation of the Services or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
10. relay email from a third party’s mail servers without the permission of that third party;
11. access any website, server, software application, or other computer resource owned, used, and/or licensed by Iris, including but not limited to the Services, by means of any robot, spider, scraper, crawler, or other automated means for any purpose, or bypass any measures we may use to prevent or restrict access to any website, server, software application, or other computer resource owned, used, and/or licensed by Iris, including but not limited to the Services;
12. manipulate identifiers in order to disguise the origin of any User Content or Processed Content transmitted through the Services;
13. interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services; use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
14. use or attempt to use another user’s User Account without authorization from that user;
15. attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of the Services that you are not authorized to access;
16. use the Services for any illegal or malicious purpose, or in violation of any local, state, national, or international law or regulation, including without limitation laws governing intellectual property and other proprietary rights, data protection, and privacy; and
17. use the Services to develop any technology or product that is competitive with Iris and its products, including the Services, or otherwise commercially exploit the Services or any part thereof.
18. use the Services to develop any technology or product that is competitive with Iris and its products, including the Services, or otherwise commercially exploit the Services or any part thereof.

‍

10. Digital Millennium Copyright Act

We disclaim any responsibility or liability for copyrighted materials posted on the Site. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below. Company respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to notices of alleged infringement that are reported to Company’s Designated Copyright Agent, identified below. Notices of Alleged Infringement for Content Made Available on the Site If you believe any content or material herein infringes your copyright, you must give Infiniscene notice under the Digital Millennium Copyright Act (17 U.S.C. 512, the “DMCA”), by following our DMCA Notification Procedure.

Interim Designation of Agent to Receive Notifications of Claimed Infringement, pursuant to 17 U.S.C. 512(c) of the United States Copyright Act:

Iris Studio Inc.

Attn: DMCA Agent

2261 Market Street STE 5122, San Francisco, CA 94114

Email: support@tryiris.ai

‍

11. Trademarks

The Iris Marks, including without limitation, any logo or slogan used by Iris, and the look and feel of the Services, including all page headers, custom graphics, button icons, and scripts, are trademarks or trade dress of Iris may not be used in whole or in part in connection with any product or service that is not Iris’, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Iris, without our prior written permission.  Further, you agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Services.

All other trademarks referenced in the Services are the property of their respective owners. Reference on the Services to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us or any other affiliation.

‍

12. Idea Submission; Feedback

If you send us creative suggestions, ideas, notes, drawings, concepts, feedback, or other information (collectively the “Submissions”) such Submissions shall be deemed and shall remain the property of Iris in perpetuity. By making any Submission, the sender automatically grants, or warrants that the owner of such material expressly grants, Iris the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, display, modify, adapt, publish, translate, distribute, create derivative works based on and otherwise exploit such material (in whole or in part) throughout the universe and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for any purpose that Iris chooses, whether internal, public, commercial, or otherwise, without any compensation, credit or notice to the sender whatsoever. The sender waives all so-called “moral rights” in all Submissions. The sender further waives the right to make any claims against Iris relating to unsolicited Submissions, including, but not limited to, unfair competition, breach of implied contract and/or breach of confidentiality.

‍

13. Termination

To the fullest extent permitted by applicable law, Iris reserves the right, without notice and in our sole discretion, to terminate your license to use the Services (including to upload User Content or access Processed Content) and to block or prevent your future access to and use of the Services, including where we reasonably consider that: (i) your use of the Services violates these Terms of Service or applicable law; (ii) you fraudulently use or misuse the Services; or (iii) we are unable to continue providing the Services to you due to technical or legitimate business reasons. Our right to terminate your license includes the ability to terminate or to suspend your access to any purchased products or services, including any subscriptions. To the fullest extent permitted by applicable law, your only remedy with respect to any dissatisfaction with: (a) the Services, (b) any term of these Terms of Service, (c) any policy or practice of Iris in operating the Services, or (d) any content or information transmitted through the Services, is to terminate your account and to discontinue use of any and all parts of the Services.

‍

14. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Iris, its affiliated companies, and each of our respective Third Party Providers, contractors, employees, officers, directors, agents, third-party suppliers, licensors, and partners (individually and collectively, the “Indemnified Parties”) from any claims, losses, damages, demands, expenses, costs, and liabilities, including legal fees and expenses, arising out of or related to your access, use, or misuse of the Services, any User Content or Processed Content you post, store, or otherwise transmit in or through the Services, your violation of the rights of any third party, any violation by you of these Terms of Service, or any breach of the representations, warranties, and covenants made by you herein. You agree to promptly notify the Indemnified Parties of any third-party claim, and Iris reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Iris, and you agree to cooperate with Iris’ defense of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

‍

15. Disclaimers; No Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) THE SERVICES AND THE CONTENT AND MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY IRIS; (B) THE INDEMNIFIED PARTIES DISCLAIM ALL OTHER WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICES, INCLUDING ANY INFORMATION, CONTENT, OR MATERIALS CONTAINED THEREIN; (C) IRIS DOES NOT REPRESENT OR WARRANT THAT THE CONTENT OR MATERIALS ON THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE; (D) IRIS IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO TEXT OR PHOTOGRAPHY; AND (E) IRIS CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR OUR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IRIS OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

‍

16. Limitation of Liability and Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT SHALL IRIS OR THE INDEMNIFIED PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICES, THE CONTENT OR THE MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM IRIS, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS, OR SERVICES; AND (II) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF IRIS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. TO THE EXTENT THAT APPLICABLE LAW PROHIBITS LIMITATION OF SUCH LIABILITY, IRIS SHALL LIMIT ITS LIABILITY TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW.

YOU ACKNOWLEDGE AND AGREE THAT IRIS HAS OFFERED THE SERVICES, USER CONTENT, PROCESSED CONTENT, MATERIALS, AND OTHER CONTENT AND INFORMATION, SET ITS PRICES, AND ENTERED INTO THESE TERMS OF SERVICE IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND IRIS, AND THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND IRIS. IRIS WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

‍

17. Applicable Law; Dispute Resolution

PLEASE READ THE FOLLOWING CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH IRIS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM IRIS.

To expedite resolution and control the cost of any dispute, controversy or claim related to these Terms of Service or the Privacy Policy (“Dispute”), you and Iris agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days prior to initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person or entity to the other in accordance with the Notice section below. Any dispute, claim or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles, California USA, before one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment may be entered in any court having jurisdiction. Notwithstanding the foregoing, Iris may seek (and obtain) injunctive or other equitable relief in any court of competent jurisdiction. Without limiting or waiving any right or remedy to which Iris or its assigns may be entitled under these Terms of Service or applicable law, in the event of any actual or threatened breach of these Terms of Service by you or on your behalf, Iris would be irreparably damaged if these Terms of Service were not specially enforced and, as such, you agree that Iris shall be entitled, without the need to post bond or other security or provide proof of damages, to obtain injunctive relief or other equitable relief in any court of competent jurisdiction. You may not, in any circumstance, seek to enjoin or limit the availability of any of Iris’ products or services. To the full extent permitted by law: (I) no arbitration shall be joined with any other; (II) there is no right or authority for any claim related to these Terms of Service or Iris’ products or services to be arbitrated on a class action basis or to utilize class action procedures; and (III) there is no right or authority for any claim to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AND IRIS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Iris agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THIS AGREEMENT, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF. YOU UNDERSTAND THAT, ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

Except as expressly provided otherwise, this Agreement shall be governed by, and will be construed and enforced under, the laws, rules and regulations of the United States of America and the laws, rules and regulations of the State of California, excluding conflict of law rules and principles.

YOU AND IRIS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

18. Miscellaneous

1. Waiver: If we fail to exercise or enforce any right or provision of these Terms of Service, it will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Service will be effective only if in writing and signed by the relevant party.
2. Severability: If any provision of these Terms of Service is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms of Service to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
3. Notice: In accordance with provisions in this Agreement requiring Iris to give notice to you, we will do so by means of a general notice on our website or electronic mail to your email address on record in your User Account (if you have created a User Account), the choice of which being at our discretion. Any provisions in this Agreement requiring you to give notice to Iris can be done so by means of email to: support@tryiris.ai.
4. Assignment: These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Iris without restriction. Any assignment attempted to be made in violation of this Terms of Service shall be void.
5. Survival: Upon termination of these Terms of Service, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 7, 11-18.‍
6. Entire Agreement: The Terms of Service is the entire agreement between you and Iris relating to the subject matter herein and will not be modified except by a writing signed by authorized representatives of both parties, or by a change to these Terms of Service made by Iris as set forth herein.

‍