Please read this Agreement carefully. Capitalized words or expressions shall have the meaning ascribed to them in this Agreement. This is an Agreement between IRYSS and you, the User. This Agreement governs your access to and use of the Site, the Services, all Licensed Content and other products and services provided by IRYSS. 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. You represent and warrant that (i) you are 18 years of age or older, and (ii) you have read and understood the terms of this Agreement. If you do not agree, you shall not use, visit, register or otherwise access the site, the Services and 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.
Whenever used in this Agreement, 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 “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 IRYSS.
1.3 “Disclosure Statement” shall have the meaning ascribed to it in Section 12.2.
1.4 “Effective Date” means the date of acceptance of the terms of this Agreement by you.
1.5 “Feedback” shall have the meaning ascribed to it in Section 15).
1.6 “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 IRYSS, and made available through the Services. The Licensed Content may be modified from time to time by IRYSS in its sole discretion and without notice.
1.7 “Platform” means IRYSS’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 IRYSS to you, subject to additional fees if so added by IRYSS.
1.9 “IRYSS” means IRYSS Inc., a New York corporation, having its principal place of business at PO Box 170, Webster, NY 14580 or any successor location, or its successors and assigns.
1.10 “IRYSS Account” means the account you may directly create on the Site for your use of the Site or the Services based upon the personal information you provide to IRYSS.
1.11 “IRYSS 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 IRYSS 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, i) and (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.
1.12 “Services” means the services provided via the Platform, the support services (as described on the Site, if any) provided by IRYSS 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. IRYSS may change the Services at any time and for any reason without notice.
1.13 “Site” means the website currently located at https://www.iyrss.app and any related or successor website(s) thereto and any related app or mobile app, or any affiliated site.
1.14 “Subscription Term” or“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.
NO FINANCIAL ADVICE
You hereby acknowledge and agree that IRYSS is not an investment, financial, broker or tax advisor, and that no oral or written information or advice provided by IRYSS, its officers, directors, employees, or agents, nor any information obtained through the Services, will or shall constitute investment, financial or tax advice. While the Services may provide significant assistance in helping you manage your finances, and regardless of how any information or material is described at the time it is provided to you, such information or material is provided to you solely as a convenience and for informational purposes. You agree to consult with competent and independent professional financial and tax advisors before making any investment decisions or deciding on significant changes to your financial strategy. You are solely and exclusively responsible for all financial decisions made by you or by any other third party on your behalf, whether made as a result of or while using the Services or otherwise. IRYSS shall not be responsible and held liable for any advice given or recommendations made by you or by any third party for any financial, taxation or other matter, or for the inaccuracy or lack of completeness of the data or information they provided to you, regardless of whether you relied or not on such advice, nor should IRYSS be responsible and held liable for any advice given or recommendations made by you or for the inaccuracy or lack of completeness of the data or information provided to you, whether you relied or not on such advice.
IRYSS and content providers shall not be considered an “expert” under the securities act of 1933.
The foregoing disclaimers shall apply to the fullest extent permitted by law.
AUTHORIZATION TO RETRIEVE FINANCIAL INFORMATION
IRYSS 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 IRYSS with the necessary financial account information to access third-party financial institutions where certain of your financial information is located, IRYSS securely connects with such institutions to pull all relevant financial information into the Site and combines all such information into one easy-to-use financial platform that displays your consolidated asset portfolio. IRYSS regularly refreshes the information IRYSS obtains from these financial institutions in order to update all financial information presented to you through the Site.
4.1 When you register, it is a condition of your use and access of the Site and Services that you provide to IRYSS current, complete and accurate registration information. You must keep this information, updated during your use of the Platform.
4.2 IRYSS reserves the right, in its sole discretion, to refuse any registration without any reason, obligation, and liability to you or to any other party.
4.3 You may not have more than one active IRYSS Account each.
4.4 You agree to immediately notify IRYSS of any unauthorized use of your IRYSS Account.
SAFEGUARD OF YOUR LOGIN CREDENTIALS
5.1 Upon completion of the registration process, you will have created a password for access to the Services.
5.2 You agree (i) not to access and use the Services by any means other than through your IRYSS Account, password and interface provided by IRYSS for accessing the same; and (ii) to keep in strict confidence and not share with any non-authorized third party the non-transferable account information, login-in ID and password provided to you by IRYSS or that you may have created.
5.3 You agree that you are solely responsible for (a) keeping your access credentials safe and secure; (b) preventing unauthorized access to those access credentials; (c) keeping your IRYSS Account information confidential; (d) maintaining appropriate anti-virus and anti-malware software on your computer and devices; and (e) complying with all third party credential requirements when accessing and using third party products and services.
5.4 Any communications received through your email were sent or authorized by you. If your credentials or your third-party credentials are compromised for any reason, you must change your password, and you must contact IRYSS or the third party supplier if you become aware of any unauthorized access to your account.
5.5 You agree that IRYSS and its suppliers are not responsible for the security of your credentials or your third-party credentials.
5.6 IRYSS and its respective suppliers have no liability for any loss, claim, or other damages that result from unreported, unauthorized use of such credentials.
PURCHASE OF THE SERVICES
6.1 You agree to pay to IRYSS if so instructed by IRYSS (i) the fee for your access to the Services during the Subscription Term billed on a monthly or annual basis, as agreed upon by you and IRYSS, and (ii) any one-time or recurrent fee, if any, for specific features or additional services that you may decide to purchase from time to time.
6.2 You must pay via a method acceptable to IRYSS, which may include a valid credit or debit card or another payment option offered at the time of purchase.
6.3 If you are paying by credit or debit card, by designating a card to be billed, (i) you shall pay all applicable account charges when due with a valid credit card with sufficient funds at the time of billing, (ii) you confirm that you are authorized to make such payment and that you are the holder of such card (i.e. that the card is issued in your name).
6.4 Late payments (except those charges under reasonable and good faith dispute) will accrue interest following the due date at the lesser of 1.5% per month (18% annually) or the maximum interest allowed by law.
6.5 You shall pay to IRYSS the collection costs (including attorneys’ fees) incurred by IRYSS in the collection of any of the delinquent amounts. You agree that IRYSS may use a third party collection agency and communicate your personal information to that agency for the purposes of collecting the amount due to IRYSS, if needed.
6.6 Unless otherwise provided by IRYSS on its Site at the time of purchase, its order form or its invoice, references to dollar amounts or another money amount in this Agreement shall be in lawful money of the United States and all amounts due shall be payable in US dollars.
Unless included in the subscription fees as indicated on the Site, the fees to access and use third party products and/or services, and any related taxes and other charges, if any, shall be separate and subject to the applicable additional fees ( “Third-Party Additional Fees” ) to be paid in addition to the subscription fees. You shall be solely and exclusively responsible for the payment of such Third-Party Additional Fees.
You agree IRYSS may at any time, in its sole discretion, change the subscription fee for the Services from time to time without any reason, obligation, and liability to you.. Any subscription fee change will be communicated to you at least 30 days in advance so that you have an opportunity to elect not to renew. Such changes shall take effect after the expiry of the then current paid subscription. If you are not in agreement with any of the changes made by IRYSS, you must stop accessing and use the Services within five (5) calendar days of the renewal date failing which, you shall be deemed to have renewed the subscription period at the new price.
8.1 You acknowledge and agree that all rights, title, and interest in and to IRYSS Technology are owned and shall remain exclusively with IRYSS and its suppliers
8.2 At no cost or charge to IRYSS, (i) you hereby irrevocably transfer and assign and shall cause to be transferred and assigned to IRYSS all rights, title and interest that you may have or acquire in or to such IRYSS Technology, if any; and (ii) you hereby waive and you shall cause to be waived any and all moral rights to the exclusive benefit of IRYSS.
8.3 IRYSS shall have the exclusive right to apply for or register any patents, copyrights, and any other intellectual property rights protections with respect thereto. You agree to take, at IRYSS’s reasonable expense, any actions (including execution and delivery of documents) requested by IRYSS to effect, perfect or confirm IRYSS’s or its designee’s right, title and interest therein, and without limiting the foregoing, you hereby appoint the officers of IRYSS as your attorney-in-fact to execute documents on your behalf for this limited purpose.
8.4 Nothing in this Agreement shall, or shall be deemed to, transfer or assign, any right, title or interest in or to any of IRYSS’s and its suppliers’ intellectual property rights related to any of IRYSS Technology to you or to any other party. IRYSS retains all rights in the IRYSS Technology.
8.5 All goodwill arising out of any use of the IRYSS trademarks by you, if any, shall inure solely to the benefit of IRYSS.
9.1 Subject to the terms of, and your compliance with this Agreement, and in consideration of the payment of the subscription fee, IRYSS hereby grants to you, during the Subscription 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.
9.2 Except for the licenses granted in Section 9.1, IRYSS grants to you no express or implied license or other right under any patent, copyright, trademark, know-how or other intellectual property rights. IRYSS reserves all rights not expressly granted.
10.1 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 IRYSS 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 IRYSS to use the Services;
infringe or misappropriate any intellectual property right, contract or tort right of any person;
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 IRYSS;
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 IRYSS, 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 IRYSS 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 IRYSS Technology;
store in any information storage and retrieval system materials from the Platform, the Services or the Site, without the prior written permission from IRYSS;
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 with or damage the Platform, the Services or the Site, including, without limitation, disseminate, store or transmit viruses, trojan horses or any other malicious code or program;
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.
10.2 IRYSS has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. IRYSS may access, preserve and disclose any of your information if IRYSS is required to do so by law, or if IRYSS believes in good faith that it is reasonably necessary to (i) respond to claims asserted against IRYSS, or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer IRYSS agreements with users, such as this Agreement, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of IRYSS, its users, or members of the public.
10.3 You acknowledge and agree that IRYSS 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 the Services or Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), 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.
11) THIRD-PARTY SERVICES; PAYMENT SERVICES
You acknowledge that the Platform may enable or assist you to access 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 IRYSS to distribute your information and facilitate contacts between you and the Third-Party Services, you hereby grant IRYSS permission to disclose the information that you provide to IRYSS to such Third-Party Service. Any information that you provide to IRYSS 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 IRYSS, IRYSS 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.
12.1 IRYSS is committed to helping you safeguard your privacy online.
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. You acknowledge and agree that IRYSS and its suppliers are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, features, products, services, privacy policies or terms of service on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by IRYSS 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.
You acknowledge and agree that IRYSS shall have no obligation of any kind with respect to any Service or Site-related comments, suggestions, design changes or improvements that you or any third party elects to provide to IRYSS in either verbal or written form ( “Feedback” ). All Feedback will be the sole and exclusive property of IRYSS and you hereby agree to irrevocably assign to IRYSS 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 IRYSS’s request and expense, you will execute and cause any third party to execute documents and take such further acts as IRYSS may reasonably request, to assist IRYSS to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback. IRYSS and 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.
15.1 If your Service plan includes a trial period, unless otherwise indicated by IRYSS, this Agreement shall begin on the Effective Date of that trial and continue for the duration of the trial (“Trial Period”).
15.2 After the trial period, upon your agreement to subscribe to IRYSS, the initial term of this Agreement shall begin on the Effective Date of the initial term and shall continue until the end of the period you have subscribed for, unless terminated earlier pursuant to the terms of this Agreement ( “Initial Term” ). The subscription period will be 12 consecutive months unless otherwise specified.
15.3 The Initial Term shall be automatically renewed for the same period at the end of the Initial Term and at the end of each subsequent renewal period thereof at the then applicable subscription fee, (each a “Renewal Term” ) unless the Initial Term or any of the Renewal Terms is terminated earlier pursuant to the terms of this Agreement.
15.4 Either party may notify the other party in writing at least thirty (30) days prior to the end of the Initial Term or the then applicable Renewal Term of its intention not to renew the subscription.
16.1 IRYSS may, in its sole discretion, forthwith and 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 IRYSS Account, 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 IRYSS Account 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 IRYSS is otherwise required to do so by law, or
If IRYSS has elected to discontinue the Services or any part thereof.
16.2 After any suspension or termination, you may or may not be granted permission to re-establish a IRYSS Account.
16.3 You may cancel your IRYSS Account at any time
17) EFFECTS OF TERMINATION
17.1 Upon termination or expiration of this Agreement, for any reason, all licenses granted by IRYSS or its suppliers under this Agreement will immediately cease.
17.2 Upon termination or expiration of this Agreement, you will lose access to the Services including your IRYSS Account, data, files and other information stored by IRYSS or on its behalf. Upon such termination, IRYSS retains the right, in its sole discretion,
to provide you access to, and the ability to export your content for a commercially reasonable period of time at IRYSS’s then-current rates for the related services;
to the extent legally permissible, IRYSS may elect, in its sole discretion, to permanently delete from its database all files, content and email messages, and other material or information associated with your IRYSS Accounts without notice to you; you hereby agrees to such deletion and agree that IRYSS shall have no obligation and liability whatsoever to you and any other party for such deletion under these terms;
without limiting the foregoing, IRYSS may keep your and other users’ material or information as required by law or pursuant to any order from a court.
17.3 Upon request, you will return or destroy and you shall cause to be returned or destroyed all confidential information provided by IRYSS, its representatives, or agents to you. IRYSS may ask you to provide written certification of the destruction.
17.4 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 IRYSS’s, its affiliates, and their respective suppliers’ claims arising prior to such expiration or termination.
17.5 Your sole remedy for IRYSS’s breach of this Agreement shall be the termination of this Agreement.
IRYSS may send you email messages to provide you information regarding the Services. IRYSS may send push notifications to your device or contact you through the Site or via SMS (if the phone number is provided) for any reason that relates to your use of the Site. You hereby expressly consent to receive such email and/or SMS messages. You may report a problem to us regarding the Services, but we cannot guarantee that IRYSS will contact you to remedy such problem.
19) LIMITATION OF LIABILITY
19.1 To the fullest extent permitted by law,
(i) in no event IRYSS, its affiliates and their respective directors, officers, employees, agents, suppliers, successors and assigns collectively “IRYSS” under these Sections 19) and 20)) shall be liable to you and other party under this Agreement for special, indirect, incidental, consequential or exemplary damages including, without limitation, damages related to any loss of business or profits, failure to realize any expected saving, loss of revenue, interest, goodwill, loss or corruption of data, or opportunity, charges, fees and/or cost of any third party services, any business interruption or cessation of service functions by IRYSS or other service providers, for the supply, use or inability to use, the performance or non-performance of any of the IRYSS Technology or any part thereof, or the Internet, the cost of substitute goods or services, of any information or services purchased or obtained or message received or transactions entered into, through or from the Services, unauthorized access to or alteration of your transmission or data, statement or conduct of anyone related to the Services,whether or not foreseeable, arising out of or related to this Agreement or its termination by IRYSS pursuant to the terms of this Agreement;
(ii) The total liability of IRYSS for any claim, action, demand or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs and expenses (including attorneys’ fees) arising therefrom, brought by any party, including, but not limited to, you and any other users against IRYSS (collectively a “Claim”) under this Agreement, whether in contract or tort (including without limitation negligence) or any other legal theory, even if advised of the possibility of same, shall be limited to one hundred us dollars ($100).
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; (vi) the security, privacy, storage, or transmission of other communications involving the use of the Services, the Site or any part thereof.
19.2 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. IRYSS 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.
20) DISCLAIMER OF WARRANTIES
20.1 To the fullest extent permitted by law,
(i) any and all of the Site and the Services, data, information or Licensed Content (for this Section 20) and Section 21) (re: Additional Disclaimers) collectively “Services”)) performed, licensed, supplied, displayed, disclosed or made available by IRYSS, or its suppliers, by its partners, contractors, agents or representatives, as applicable, are provided to and accepted by you on behalf of yourself and any individual or entity on whose behalf you are acting, on an “as is”, “with all faults”, “as available” basis and without any endorsement, representation or warranty of any kind. The use of any of the Services is at your sole risk.
(ii) Without limiting the above, IRYSS expressly disclaims, with regard to the Services, or any part thereof, all warranties and representations of any kind, either express or implied, or statutory, 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, the meeting of any results, including without limitation, any investment result, saving, economic benefit, the accuracy of any data received from any third party, that any service, any computer system or electronic device, any network, including Internet, Intranet or Extranet will be error or bug free or corrected, will be uninterrupted or without capacity limitations, slowdowns, transmission problems, system outage or without any other problem, or for any failure or delay resulting from any acts of force majeure or acts that are otherwise outside of IRYSS’s, or its agents’ reasonable control. nor can IRYSS or its agents guarantee the complete security of the Services or the Site, that the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations or that any errors will be corrected.
20.2 The Service may be unavailable during system maintenance, for security precautions or when interrupted by circumstances beyond IRYSS’s or its suppliers’ control.
20.3 You agree that any downloads of content or materials related to the Services, or the Site is done at your own risk, and you are solely responsible for any damage to your computer/system or loss of data that results from the download of or access to any such materials.
some jurisdictions do not allow the exclusion of certain warranties; accordingly, some of the above limitations may not apply to you.
21) ADDITIONAL DISCLAIMERS
21.1 You acknowledge and agree that,
you are solely responsible for all financial decisions made by you.
IRYSS 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.
21.2 Without limiting the above disclaimers and exclusion of warranty, IRYSS, 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/or End-Users, and are not liable or responsible in any way for any content posted on or linked from the Site.
21.3 IRYSS is not obligated to review Account Information for any purpose, including accuracy, legality, or non-infringement.
22) YOUR REPRESENTATIONS
You represent and warrant that,
22.1 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
22.2 IRYSS’s third party service providers’ exercise of their rights set forth herein will not violate any applicable laws or third party rights.
You agree to indemnify, defend and hold harmless IRYSS, its affiliates, and its shareholders, directors, officers, employees, agents, representatives, suppliers, contractors, information providers, and successors and assigns from and against any action, suit, proceeding, cause, claim, damage, debt, cost, demand or liability (including, without limitation, legal fees and expenses), asserted by any third party, arising directly or indirectly out of or relating to, your use of the Services and/or the Site, your violation of this Agreement, your infringement of any intellectual property rights, or violation by any user of your IRYSS Account ( “Claim” ). At the request of IRYSS after any such Claim, you shall, at your sole expense defend, with counsel acceptable to IRYSS, all Claims arising out of the foregoing; provided, that IRYSS reserves the right, at your expense, to assume the exclusive defense and control of any such Claim. No compromise or settlement of any Claim may be committed to by you or other users without IRYSS’s prior written consent. IRYSS shall have the right to participate at any time in the defense, compromise and/or settlement of any proceedings with the counsel of its choosing.
You expressly recognize and acknowledge that Sections 19) through 23) inclusively, are an essential part of these terms and IRYSS’s agreement to provide you the Services and IRYSS would be unable to make the Services available to you except on these terms.
25) ENTIRE AGREEMENT
This Agreement constitutes 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 IRYSS and you regarding the Services and the Site.
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 IRYSS. 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. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to this Agreement, will be in writing and given by IRYSS (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.
IRYSS shall have the right, in its sole discretion, at any time and without notice, to add to or modify the Site, Services, or the terms of this Agreement 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. You are advised to pay attention to the Site, Services or the terms of the Agreement on a regular basis for changes.
29) CONTROLLING LAW AND JURISDICTION
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York and the United States of America, without regards to its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are specifically excluded from application to this Agreement.
30) DISPUTE RESOLUTION
30.1 Mediation and Arbitration. Any disputes, claims, questions or disagreements that arise between IRYSS 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, subject to the following:
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 best efforts 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 arbitrator shall approve (and may disallow completely or limit) specifically in writing in advance the submission of each motion and pleading, and each element of and request for discovery, and motion practice and discovery in general and in particular will be limited to the absolute minimum consistent with justice and the arbitrator’s role as the sole finder of fact, in the sole and exclusive opinion of the arbitrator. The arbitrator will give each Party notice of and an opportunity to object to the submission of each pleading and motion and each element of and request for discovery.
The arbitrator will require the use of every technological measure available to reduce the time and cost of the proceedings (including, specifically, video conferencing, remote video depositions and audio recording in lieu of court reporters). Party testimony and witness statements may be submitted in writing. Oral presentations will be favored over written briefs.
The arbitrator has the exclusive power to adjudicate any requests for prejudgment remedies, interlocutory action, injunctive relief and any other remedies of any nature whatsoever sought by a party. Prejudgment remedies and interlocutory action may be immediately enforced in court.
Day baseball arbitration will be used. The arbitrator shall provide reasoned support for the award selection. The award may be appealed solely pursuant to the AAA’s Optional Appellate Arbitration Rules. Appeals must be initiated within ten (10) days of receipt of the award. The entire cost of the appeal (excluding the non-appealing Party’s legal fees) will initially and in advance be borne by the appealing Party. Once the appeal process, if any, is completed, the decision shall be final and may be entered in any court having jurisdiction in respect thereof.
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.
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.
The place of arbitration shall be Rochester, New York.
31.1 Any sections that under their terms or by implication ought to survive will survive termination of this Agreement.
31.2 If any provision of this Agreement or the application of such provision to any person, circumstance or jurisdiction shall be held invalid, the remainder of this Agreement and the application of such provision to persons, circumstances or jurisdictions other than those to which such provision is held invalid shall not be affected thereby. If any provision in this Agreement is determined to be unenforceable because of its scope, duration, geographical area or other factor, then the parties intend that the court making such determination will construe such provision to limit such scope, duration, area or other factor so as to make such provision enforceable, and then to enforce such provision as so construed.
31.3 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.
31.4 You agree that no joint venture, partnership, or employment relationship exists between you and IRYSS as a result of this Agreement or use of the Services.
31.5 You acknowledge and agree that IRYSS 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.
31.6 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 or use of the Services within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.
31.7 If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, 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.
31.8 The failure of IRYSS to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of IRYSS.
31.9 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.
31.10 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.
32) CONTACTING IRYSS
If you have any questions about this Agreement, please contact us (for more details, see “Contact Us” information on the Site).