Terms of Service

– Users –

Last updated: June 1, 2021

These terms of service are entered into by and between you (“You”) and IRYSS, Inc. (“Company,” “we,” or “us“). The following terms and conditions, together with any documents they expressly incorporate by reference (the “Terms of Service“) govern your access to and use of the Site, the Services, all Licensed Content and other products and services provided by the Company. By clicking a box indicating your acceptance, by using or by registering for the Services, you acknowledge that you have read, understand and agree to be legally bound by the terms of this Agreement, any future amendment, change or any supplemental terms thereof, if any.

By using the Services, You represent and warrant that you have the authority and capacity to enter into these Terms of Service. You may not access the Services if you are not at least 18 years of age. If you do not agree with all of the provisions of these Terms of Service, do not use, visit, register or otherwise access the site, the Services or the Licensed Content contained on the Site. If you sign up for a Third Party Service, you may be required to acknowledge and agree to be bound by additional terms for that Third Party Service provider. The Site and the Services are intended for use only by United States residents. You may not use the Site and the Services if you are not a United States resident.

1. Definitions
The following terms shall have the meaning ascribed to them below, and all other terms not defined in this Section 1 shall have the meaning ascribed to them in this Agreement:

1.1 “Agreement” means these Terms of Service, and any other terms, policies, agreements and documents which are incorporated by reference into these Terms of Service or made available to you by the Company through your use of the Services, as they may be amended or supplemented from time to time including the Privacy Policy and the Disclosure Statement.

1.2 “Disclosure Statement” shall have the meaning set forth in Section 10.

1.3 “Effective Date” means the date of acceptance of the terms of this Agreement by you.
1.4 “Feedback” shall have the meaning set forth in Section 12.

1.5 “Licensed Content” means all text, images, photographs, illustration, videos, audios, tutorials, graphical content, displays, data, design, selection, and arrangement thereof, and other content provided to you by the Company, and made available through the Services. The Licensed Content may be modified from time to time by the Company in its sole discretion and without notice.

1.6 “Platform” means the Company’s Software as a Service (“SaaS”) proprietary web-based technology platform for financial wellness or other purposes. This Platform includes software programs and related documentation, and all upgrades, updates, improvements, modifications, derivative works, enhancements, extensions and revisions thereto generally made available by the Company to you, subject to additional fees if so added by the Company.

1.7 “Privacy Policy” shall have the meaning ascribed to it in Section 10.

1.8 “Services” means the services provided via the Platform, the support services (as described on the Site, if any) provided by the Company or its authorized suppliers. This expression includes, but is not limited to, any and all new services, functions or features subject to the payment of an additional fee, if any. The Company may change the Services at any time and for any reason without notice.

1.9 “Site” means the website currently located at https://www.iyrss.finance and any related or successor website(s) thereto and any related app or mobile app, or any affiliated site.

1.10 “Technology” means a) the Platform, b) the Site, c) the Services, d) the Licensed Content, e) data, compilation of data (combined or not with other content), dataset, database, data processing systems, transactional and performance data, any derived data based on or derived from or otherwise using any data or content during the performance of the Services, and any usage data related to the access or use of the Services, f) any Feedback, g) any work results which arose or was conducted during the performance of the Services by the Company, by their respective affiliates or agents, alone or with others, h) any know-how, trade-secrets, formulae, drawings, flow sheets, designs, algorithms, methods, records and procedures, techniques, technical information, processes, modeling (including statistical modeling), manuals, research frameworks, and any other proprietary technologies, and i) (for each of the foregoing paragraphs a through h) inclusively, all related modifications, enhancements or derivative works, and any and all related intellectual property rights therein or related thereto.

1.11 “Term” shall mean collectively the trial term (if any), the Initial Term and the Renewal Term, as those expressions are defined in Section 16, subject to expiration or earlier termination of this Agreement.

1.12 “User” or “you” or “yours” means a User who has subscribed to the Services and is being granted the right to use the Platform and related Services, subject to the restrictions, revocation, suspension or termination of such authorization by the Company.

1. Not a Financial Planner or Advisor; Educational Purposes Only

The Company is not intended to provide legal, tax or financial advice. The Company is not a financial planner, broker or tax advisor. The Service is intended only to assist you in your understanding of financial organization and decision-making and is broad in scope and for educational purposes only. Your personal financial situation is unique, and any information and investing strategies obtained through the Site may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any financial strategy, you should consider obtaining additional information and advice from your accountant or other financial advisers who is fully aware of your individual circumstances. WE ARE NOT LIABLE FOR ANY ACTION YOU TAKE OR FAIL TO TAKE BASED UPON INFORMATION YOU RECEIVED THROUGH THE SITE OR SERVICES AND SPECIFICALLY WE ARE NOT LIABLE FOR ANY LOSSES YOU SUFFER AS A RESULT OF ANY SUCH ACTION OR INACTION. The Site and Services are provided as a convenience and is not intended to be used to replace any other decision making method or tool that you use and should not be used to provide financial services to third parties, such as clients or customers.

The Company and content providers shall not be considered an “expert” under the securities act of 1933.

1. Authorization To Retrieve Financial Information

The Company acts as your agent to retrieve financial information from financial institutions selected by you in order to give you a holistic picture of your financial health. When you provide the Company with the necessary financial account information to access third-party financial institutions where certain of your financial information is located, the Company securely connects with such institutions to pull all relevant financial information into the Site and combines all such information into one platform that displays your consolidated asset portfolio. The Company regularly refreshes the information it obtains from these financial institutions in order to update all financial information presented to you through the Site.

1. Accessing the Site and Account Security

To access the Site and Services you will be asked to provide certain registration details or other information. It is a condition of your use of the Software that all the information you provide to us is correct, current, and complete. You must keep this information, updated during your use of the Site and Services. You agree that all information you provide to register with the Site and Services is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Any user name, password, or any other piece of information provided to you as part of our security procedures, must be treated by you as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person access to your account. You agree to change your password and notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

You agree that you are solely responsible for keeping your access credentials safe and secure, preventing unauthorized access to those access credentials, keeping your account information confidential, maintaining appropriate anti-virus and anti-malware software on your computer and devices, and complying with all third party credential requirements when accessing and using third party products and services.

You agree that the Company and its suppliers are not responsible for the security of your credentials or your third-party credentials. The Company and its respective suppliers have no liability for any loss, claim, or other damages that result from unreported, unauthorized use of such credentials.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.

1. Grant of License

Subject to the terms of, and your compliance with this Agreement, and in consideration of the payment of the subscription fee, the Company hereby grants to you, during the Term, a non-exclusive, non-transferable, non-sublicensable, revocable license to access and make personal use of the Site and Services, to use the Services and access to the Licensed Content solely to support your permitted use of the Services.

Except for the licenses granted in this Section 4, the Company grants to you no express or implied license or other right under any patent, copyright, trademark, know-how or other intellectual property rights. The Company reserves all rights not expressly granted.

1. Ownership

You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Site or Services (“Our Technology“) are owned and shall remain exclusively with the Company and its suppliers, except for the limited rights licensed to you under Section 4 of this Agreement. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, and restrictions contained in or attached to any of Our Technology. Nothing in the Agreement grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site according the Agreement. Certain of the names, logos, and other materials displayed on the Site or in the Services constitute trademarks, tradenames, service marks or logos (“Marks“) of the Company or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Any use of third party software provided in connection with the Site or Services will be governed by such third parties’ licenses and not by the Agreement.

1. License Restrictions

You agree not to (and not to allow any third party to):

• use the Services other than for you;
• use the Services for any reason or manner, other than as permitted under the terms of this Agreement;
• lease, license, sublicense, rent, distribute, sell, or resell the right to use or access the Technology or any part thereof;
• allow your license or the output generated from this license to be used by any other party to provide services to Users, unless that other party has a license from the Company to use the Services;
• infringe the copyright, trademark, trade secret, or other intellectual property or proprietary right of others;
• fail to comply with the terms and conditions of third party suppliers or third party service providers;
• use any device, software or routine to interfere with or disrupt the proper functioning of the Platform, the Services, the Site, or any part thereof, or take or omit to take any action that imposes an unreasonable or disproportionately large load on the same, as reasonably determined by the Company;
• conduct or promote any illegal activities while using the Site or Services;
• engage in any unacceptable or unlawful use of the Platform, the Services or the Site, including to (i) attempt to gain unauthorized access to the Platform or the Services; (ii) disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial email; (iii) disseminate or transmit material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, invasive of privacy, harassing, grossly offensive, vulgar, threatening, malicious, otherwise objectionable or in any way derogatory about the Company, or any other party; (iv) create a false identity or to otherwise attempt to mislead any person on the identity or origin of any communication; (v) harvest, collect, otherwise handle or permit others to do the same, without obtaining the proper consents in breach of any privacy or any other applicable laws;
• reproduce, duplicate, republish, copy, reformat, display, reverse engineer, reverse assemble, in any form or by any means any part of the Platform, the Services or the Site, including the layout or look-and-feel of the Site, any materials retrieved therefrom and the underlying HTML code, except where such restriction is expressly prohibited by law;
• modify, translate, or create derivative works based on the Technology or any part thereof;
• obfuscate, remove or alter any of the proprietary notices or legends or other notices or markings on or in any of the Technology;
• store in any information storage and retrieval system materials from the Platform, the Services or the Site, without the prior written permission from the Company;
• upload, post, email, disseminate, store, transmit or otherwise make available to others any content, material, data, graphics, work, designation, trade or service mark, tradename, link, advertising or services that actually or potentially violates any applicable law or regulation, including false advertising or unfair competition under the law of any jurisdiction;
• interfere in any way with the proper functioning of the Site and Services or interfere with or disrupt any servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Services;
• use any content that contains any viruses, Trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
• use the Services on a timeshare or service bureau basis, or on a subscription, membership or on-demand basis or otherwise for the benefit of any individual or entity; or
• monitor the performance or functionality of the Platform and/or Services or any part thereof, for benchmarking or competitive purpose.

The Company has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.

You acknowledge and agree that the Company has no obligation to monitor your access to or use of the Services or Site, but has the right to do so for the purpose of operating and improving the Services or Site to ensure your compliance with this Agreement, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in this Agreement. 

1. Third-Party Services; Payment Services

You acknowledge that the Platform may enable or assist you in accessing services from third parties (collectively, the “Third-Party Services”). Should you opt to use the Third Party Services, you will be subject to separate or additional terms of such Third-Party Services and may be required to enter into a separate written agreement with the third party for the provision of the Third-Party Services. You shall comply in all respects with all applicable terms of the Third-Party Services that you access or subscribe to through the Platform.

In order for the Company to distribute your information and facilitate contacts between you and the Third-Party Services, you hereby grant the Company permission to disclose the information that you provide to the Company to such Third-Party Service. Any information that you provide to the Company must be true, complete, and accurate, must not represent you as someone else or falsely identify you, and must not violate any law, statute, ordinance or regulation. You are solely responsible for such information and for all of the terms and conditions of transactions between you and such third parties, including, without limitation, terms regarding warranties, insurance, fees, taxes, titles and licenses.

The Third-Party Services are not under the control of the Company, the Company does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services and is not responsible for any Third-Party Services. You use all Third-Party Services at your own risk, and should apply a suitable level of caution and discretion in doing so.

If at any time any Third-Party Services cease to make their programs available to us on reasonable terms, we may cease to provide such features to you without entitling you to refund, credit, or other compensation. 

1. Privacy and Disclosure

We know that your privacy is important. For this reason, we have created a privacy policy that describes our collection and use of any personal information that you provide to us. We will take reasonable steps to help ensure the safety of your personal information. You must review the Privacy Policy at https://iryss.finance/legal/privacy or any successor URL (the “Privacy Policy”) for details about how the Company and its third party service providers collect, use and share your information.

You must also review the Disclosure Statement at https://iryss.finance/legal/disclosure or any successor URL (the “Disclosure Statement”) regarding assumptions the Company makes and the methodologies the Company uses regarding our financial calculations.

Both the Privacy Policy and Disclosure Statement are expressly incorporated herein by this reference, and by using the Service, you are accepting these terms.

1. Other Websites and Links 

The Services and Site may contain references, frames, links and other functionality that connect with certain internet websites, applications or resources, or social media platform or services maintained by third parties (“Links”). These links are provided for your convenience only and are not operated by the Company. It is your responsibility to review the privacy policies and terms of service of any other website you visit. You agree that in no event will we be liable to you in connection with any websites, content, products, materials, or practices of any third party. Links to such websites or resources do not imply any endorsement by the Company or its suppliers of such websites or resources or the content, products, or services available from such websites or resources, or its owners, sponsors or operators. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.

1. Feedback

You acknowledge and agree that the Company shall have no obligation of any kind with respect to any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Company, the Site or the Services that you provide to us (collectively “Feedback“), All Feedback will be the sole and exclusive property of the Company and you hereby agree to irrevocably assign to the Company all of your rights, title, and interest in and to all Feedback, including, without limitation, all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At the Company’s request and expense, you will execute and cause any third party to execute documents and take such further acts as the Company may reasonably request, to assist the Company in acquiring, perfecting, and maintaining its intellectual property rights and other legal protections for the Feedback. The Company and its affiliates are free to use any ideas, concepts, know-how or techniques, in whole or in part, contained in the Feedback for any purpose whatsoever, including, without limitation, developing, manufacturing, and/or marketing products and/or services in whole or in part, and without any restrictions or limitations, including requiring the payment of any license fees, royalties, or other consideration. This is true whether you provide the Feedback on the Site or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise.

1. Termination

Your Service plan includes a trial period, this Agreement shall begin on the Effective Date of that trial and continue for the duration of the trial (“Trial Period”). At any time prior to the expiration of the Trial Period, the Company may, in its sole discretion, without notice, and without any obligation and liability to you and others, in its sole discretion, terminate or suspend your use and access, or the usage or access of others, to the Services or Site or to any account associated with the Company in any of the following circumstances:

• If you are in breach of the terms of this Agreement;
• If the billing, contact or Account Information you have provided is false, fraudulent or otherwise inaccurate, incomplete or not current;
• If your credit card is not valid, or you do not have sufficient funds at the time of billing, or if your account associated with the Company is otherwise delinquent;
• If you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors;
• For security or technical reasons;
• If your use of the Services may negatively affect other users of the same;
• Following a request, an order for law enforcement, or the Company is otherwise required to do so by law; or
• If the Company has elected to discontinue the Services or any part thereof.

After any suspension or termination, you may or may not be granted permission to re-establish an account. You may cancel your account at any time. Your sole remedy for the Company’s breach of this Agreement shall be the termination of this Agreement.

1. Effects of Termination

Upon termination or expiration of this Agreement, for any reason, all licenses granted by the Company or its suppliers under this Agreement will immediately cease and you will lose access to the Site and the Services, including, but not limited to your account, data, files and other information stored by the Company or on its behalf.

Upon such termination, the Company may, but is not obligated to, provide you access to, and the ability to export your content for a commercially reasonable period of time at the Company’s then-current rates for the related services. The Company retains the right, in its sole discretion to, to the extent legally permissible, elect to permanently delete from its database all files, content and email messages, and other material or information associated with your account without notice to you. You hereby agree to such deletion and agree that the Company shall have no obligation and liability whatsoever to you and any other party for such deletion under these terms. Without limiting the foregoing, the Company may keep your, and other users’, material or information as required by law or pursuant to any order from a court.

Upon our written request, or the termination of this Agreement, you must promptly delete or destroy all documents and other tangible materials representing any materials, information and content made available or displayed on the Site or sent to you through the Services, and any derivative works thereof, whether made by us or you, and all copies thereof. The Company may ask you to provide written certification of the destruction.

The expiration or termination of this Agreement will not relieve you of your obligations to pay any accrued subscription fees and/or charges (which shall be due upon the date of such expiration or termination) and will not affect any of the Company’s, its affiliates, and their respective suppliers’ claims arising prior to such expiration or termination.

1. Electronic Communication Consent

You agree to receive all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications“) electronically from us.

You hereby: (i) consent to receive Communications from us in electronic form, including by making them available on the Site or via email including a link provided in an email; and (ii) agree that Communications that we provide to you electronically satisfy any legal requirement that such Communications would satisfy if they were in writing and (iii) you understand that you are responsible for any costs associated with accessing electronic documents, such as internet service fees, phone charges, and printing costs.

1. LIMITATION OF LIABILITY 

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, THE SERVICES, ANY WEBSITES LINKED TO THE SITE, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Without limiting the above, and notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, you shall be solely responsible and liable for: (i) the breach of any of your representations and warranties made under this Agreement; (ii) the actions or omissions of any third party supplier or the use of any third party product or service; (iii) any use or misuse of any account by you or any other users; (iv) the disclosure of your password and any account information or other information, and all activities that occur under such password or account; (v) any transaction or agreement entered into as a result of the use of the Services or the Site; and (vi) the security, privacy, storage, or transmission of other communications involving the use of the Services, the Site or any part thereof.

The Services may be available through the Internet and/or network access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates, and fees as well as the terms of your agreement with your telecommunications provider. The Company makes no warranties or representations of any kind, express, statutory or implied as to: (i) the availability of telecommunication services from your provider and access to the Services at any time or from any location; (ii) any loss, damage, or other security intrusion of the telecommunication services; and (iii) any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the Services.

1. Disclaimers of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet, the Site or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Site for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES, THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SITE AND SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE OR SERVICE. NO CONTENT, ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE, SERVICES, OR OTHERWISE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THE AGREEMENT.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, WORKMANLIKE EFFORT, LACK OF NEGLIGENCE, COMPREHENSIVENESS, COMPLETENESS, QUIET ENJOYMENT, COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS, NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OF TITLE, INTEROPERABILITY WITH, PERFORMANCE OR SUCCESS OF ANY SERVICE, FOR COMPLIANCE WITH THE REQUIREMENTS OF ANY FINANCIAL INDUSTRY REGULATORY AUTHORITY, THE SECURITIES AND EXCHANGE COMMISSION OR SIMILAR ORGANIZATION OR WITH THE SECURITIES LAWS OF ANY JURISDICTION, AND THE MEETING OF ANY RESULTS, INCLUDING WITHOUT LIMITATION, ANY INVESTMENT RESULT, SAVING, ECONOMIC BENEFIT.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

The foregoing disclaimers shall apply to the fullest extent permitted by law.

1. Additional Disclaimers 

You acknowledge and agree that you are solely responsible for all financial decisions made by you. The Company is not responsible for any acts, errors, or omissions by you at an outside account, or for the accuracy of the information provided by any third party. You further acknowledge and agree that all investments entail a risk of loss and you may lose money. The Services are not sponsored or endorsed by, or affiliated with, any third parties, including any financial institution that holds an account you may choose to link to the Service.

Without limiting the above disclaimers and exclusion of warranty, the Company, and its suppliers and agents further declare that none of the foregoing assume any responsibility for errors or omissions made by you or any of your representatives, and are not liable or responsible in any way for any content posted on or linked from the Site.

The foregoing disclaimers shall apply to the fullest extent permitted by law.

1. Your Representations

You represent and warrant that you are a legal owner of, or you are authorized to provide us and our third party service provider with, all account information, and have the right to grant the permissions set forth herein, and, that the Company’s third party service providers’ exercise of their rights set forth herein will not violate any applicable laws or third party rights.

1. Indemnification

You agree to indemnify, defend and hold harmless the Company, our parents, subsidiaries, affiliates, officers, directors, co-branders and other partners, employees, consultants and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from: (i) your use of the Site or Services; (ii) your violation of the Agreement, (iii) your violation of any rights of any other person or entity; or (iv) any viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by you into the Site or Services.

1. Entire Agreement

This Agreement, our Privacy Policy and Disclosure Statement, and any other documentation that we may provide or make available to you in connection with your use of the Site or Services, constitute the complete agreement between the parties concerning the subject matter herein and supersedes all prior or contemporaneous communications, representations, negotiations, discussions, statements and understandings, whether oral or written, between the Company and you regarding the Services and the Site.

1. Assignment

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, but you shall not assign, by operation of law or otherwise, all or any portion of its rights under this Agreement without the prior written consent of the Company. Your acquisition by way of the transfer of shares or assets or otherwise by a third party shall be deemed an assignment for the purposes of this Section. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect.

1. Notice

Any notices or other communications permitted or required hereunder, including those regarding modifications to this Agreement, will be in writing and given by the Company (i) via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

1. Modification to Terms, Site or Services

The Company shall have the right, in its sole discretion, at any time and without notice, to add to or modify the Site, Services, and/or these Terms of Service by updating any of the foregoing. By continuing to access or use the Site or Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the new changes to the Site, the Services or the Agreement, as applicable. It is your sole responsibility to check the Site from time to time to view any such changes. If you do not agree to any changes, if and when such changes may be made, you must cease access to the Site and use of the Services.

1. Governing Law

All matters relating to the Services, the Site and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

1. Dispute Resolution

Any disputes, claims, questions or disagreements that arise between the Company and you (or any of their officers, directors, stockholders, members, owners, managers, employees, agents, and Users in such capacity or in their personal capacities) which are in any way in whole or in any part related to this Agreement (including, without limitation, the existence, interpretation, validity, scope, breach or termination hereof, the effect that this Agreement may have on other arrangements or agreements between the parties, transactions anticipated hereby, or the business relationship created hereby) shall be submitted in their entirety to exclusive binding arbitration administered by the American Arbitration Association (the “AAA”) pursuant to its commercial arbitration rules and mediation procedures. The place of arbitration shall be Rochester, New York.

A single arbitrator will be used, unless a party makes a timely demand for three arbitrators and pays the entire additional cost of the arbitrators (pending the final award of costs). The arbitrator (and any mediator, and the arbitrator’s and mediator’s firm) shall be unrelated in any way to all of the parties, currently expert in the primary subject matter of the dispute and the related governing law and current business practices, experienced as a commercial arbitrator, and a member of the AAA’s roster of neutrals selected using the AAA’s selection process.

The arbitrator shall (and the parties hereby do) agree in advance in writing to use his or her best efforts to conclude the arbitration in less than 90 days. Upon prior notice to a party, the arbitrator may make evidentiary conclusions against such party when, in the sole and exclusive opinion of the arbitrator, such party has not used best efforts to comply with this schedule.

The existence of the proceedings and evidence and outcome will be kept confidential by all persons involved in any way therewith, except where and only to the extent that disclosure is legally necessary and unavoidable to carry out the terms hereof.

The arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction. The arbitrator may award any individual relief or individual remedies that are permitted by applicable law.

Subject to a contrary provision elsewhere in the Agreement, and pending the final award of costs, the initiating party will initially bear the cost of the arbitrator and mediator. Each party will initially bear its other costs. Once the award is final, all costs and fees incurred by the prevailing party including, without limitation, arbitration and mediation fees, legal fees, court fees, administrative fees, travel expenses, out‑of‑pocket expenses such as copying and telephone, witness fees, costs related to discovery, appeal, enforcement and collection (including judicial enforcement of this arbitration provision and enforcement and collection of this award of costs), and interest thereon at the highest permissible rate from the dates of the incurrence of each cost through the date of payment, shall be awarded to and be collectible by the prevailing party, by any legal means and in any proper forum.

1. Survival

Any sections that under their terms or by implication ought to survive will survive termination of these Terms of Service.

1. Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and this Agreement shall continue in effect.

1.  Miscellaneous

The titles to the subdivisions of this Agreement are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Agreement.

You agree that no joint venture, partnership, or employment relationship exists between you and the Company as a result of this Agreement or use of the Services. You acknowledge and agree that the Company and you are each an independent individual or legal entity, as the case may be (each “entity”, collectively “entities”), and neither entity nor their employees will be considered an employee of the other entity for any purpose, including but not limited to employee benefits, unemployment taxes, and income tax withholding at the source. Nothing in this Agreement shall create an expressed or implied partnership, agency, joint venture, employment or other association between these entities, and allow either entity to make any warranties, representations or to create any obligation on behalf of the other entity.

To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to your access to the Site or use of the Services within one (1) year from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.

Except as expressly outlined in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

This Agreement shall not be construed against a party because this Agreement was prepared by or at the request of such party or such party’s counsel. The parties acknowledge that: (A) each party had the opportunity to retain counsel in respect of the negotiation of this Agreement and each party had the opportunity to read and evaluate this Agreement, and each party did or did not so retain counsel and read and evaluate this Agreement to the extent as each thought most advantageous to themselves, and (B) neither party was in any way whatsoever relying on another party for guidance, advice or insight into the terms, meaning, effect, advantages or disadvantages hereof. No ambiguity shall be construed in favor of or against any one of the parties.

1. Your Comments and Concerns

The Services and Site are operated by Iryss, Inc.

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