You, an individual or a single company or legal entity and the personnel associated with your business (collectively, “you” or “Customer”), will be granted access to use the “Service” for your internal business purposes, conditioned upon your purchase of one or more Service subscription(s) (each a “Service Subscription”), which may allow a user to access the Service , and your acceptance of these TOU. If you are agreeing to these TOU on behalf of a company or other legal entity, you represent that you have the authority to contractually bind such entity and its personnel.
USE OF THE SERVICE AND THE SITE ARE OFFERED TO YOU CONDITIONED UPON YOUR ACCEPTANCE OF THE TOU WITHOUT ANY MODIFICATIONS. THE TOU CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITY (See Sections 5.4, 10, 11, 12 and 14.1 below). THESE PROVISIONS FORM AN ESSENTIAL PART OF OUR BARGAIN.
A current copy of the TOU can be accessed and viewed at any time from the home page of the Site. We recommend that you print and retain copies of the TOU for your records. If you do not agree to the TOU, you agree not to use or access the Service or the Site nor are you authorized to do so.
[Last updated & effective date: February 20, 2021]
1 – Application Services
1.1 General Description
The Service is an application software-based service. The Service application software is designed to gather and process data and information and to provide access to certain content developed by Iron (“Data”). Data may include data and information that you may upload to the Service. After activation of a Service Subscription, the Service will be provided to you and your Authorized Users and the Data will be accessible to you and your Authorized Users (defined in Section 3) with content, functionality, reports and services, as may be changed from time to time. Service Subscriptions require activation. To have them activated you must (i) accept the payment terms and conditions applicable to your Service Subscription, and (ii) accept these TOU.
The Service may be offered under a variety of Service Subscription plans (“Service Plans”) and, therefore, may be subject to additional terms and conditions either posted at our Iron Store for the Site or contained in other ordering documentation.
The availability of the Service may be affected, inter alia, by planned and unplanned maintenance periods, technology upgrades and as otherwise set forth in these TOU or any description of the Service.
1.2 Third Party Communications Systems
Some features of the Service may require use of a third party communications system, such as Internet access, wireless networks or a satellite-based communication system (each, a “Communications Service”). UNLESS THE COMMUNICATION SERVICE IS EXPLICITLY MADE PART OF A SERVICE PLAN, CUSTOMER SHALL PURCHASE THESE COMMUNICATION SERVICES SEPARATELY. IRON HAS NO RESPONSIBILITY FOR THE AVAILABILITY, QUALITY OR PERFORMANCE OF WIRELESS OR SATELLITE-BASED COMMUNICATIONS SERVICES OR EQUIPMENT FURNISHED BY THE COMMUNICATION CARRIERS. THE COMMUNICATIONS CARRIERS ARE EXCLUSIVELY RESPONSIBLE FOR SUCH SERVICES AND EQUIPMENT.
1.3 Data Exchange and Third Party Interfaces
The Service may permit the communication, transfer and exchange of data between the Service and certain third-party manufactured devices or systems. Iron does not exercise control over the form or quality of data generated or transmitted by or to third-party manufactured assets, devices or other third-party developed solutions such as custom reports or interfaces (collectively, “Third-Party Data”). Therefore, if your Services Subscription permits use of the Service data exchange component you understand and agree to the following:
- Data may only be exchanged between the Service application and third-party manufactured assets, devices or systems approved for use with the Service by Iron;
- Even though Iron may have approved such use, Third Party Data may not be in a format that may be processed in the Service, and Data may not be in the format to be processed on the third party assets, devices, or systems, and usability or visualization of the data may be impaired.
- Iron is not responsible for the quality or accuracy of, or the ability to receive, access or use Third-Party Data that may be reported into the Services or Data exported to or through third party manufactured devices or systems or other third party solutions (e.g., custom reports or interfaces), whether a deficiency is due to third-party caused service outages, third-party software interface incompatibilities or failures, or otherwise;
- Iron may control all Third Party Data transmitted to and from the Service, and may stop or block any Third Party Data that Iron believes may adversely affect performance of the Service.
2 – Nature of Application & Hosting
The Service is hosted by or on behalf of Iron and includes the Service application software that is licensed under section 5 below, and third party software or services (to the extent permitted by the third party suppliers) (“Third Party Software/Services”). The Service also may interact with software, which may include firmware, programs or apps run on your Devices. Via the Site, we may make available software or data services of third party suppliers (“Third Party Suppliers”). You acknowledge that the Data and the Service may be transmitted through networks and signals that are not specifically protected or encrypted and where third party interception may be possible. You consent to such transmission and waive any claims that you may have against us with respect to such transmission. Subject to the specifics of the Services Subscription and the Service Plan you may make the Service available to Authorized Users on the basis of several factors including, without limitation, Web access, computer use, assets, operating system, Devices activated and maintained by you, username, password and/or other factors. The Service is subject to change from time to time as further described in Section 8 below, and by accessing or using the Service and the Site, you consent to our adding, changing or removing any services made available in conjunction with or through them.
3 – Authorized Users and Use; Limitations
3.1 Authorized Users
You agree that the Service will be accessed and used only by you. For that purpose you may designate authorized users whom you authorize to access and use the Service (“Authorized User”), always provided that you have purchased a sufficient number of Services Subscriptions for your Authorized Users. You agree that the access credential of one of your Authorized Users can only be used by that Authorized User and you have to assure that the access credentials of one Authorized User can only be used by this Authorized User and no other person. Point of delivery for the Service is the Site and, unless Service Plan explicitly entails connection to the Site, connecting to and accessing the Service is within your sole responsibility, regardless of the nature of such connection. We are not responsible for the network connection or for issues, problems or conditions arising from or related to the network connection, including but not limited to bandwidth issues, network outages, firewalls and/or other conditions that are caused by the Web and/or network connection.
You also understand and acknowledge that the Service is not intended to be used for any emergency, safety or mission critical or safety related use or application or other ultra-hazardous activities and you shall not use the Service in that manner.
4 – Registration; Payment
4.1 Customer Account
In order to log on to the Site and use the Service, an account will be created for you and your Authorized Users, subject to your purchase of a sufficient number of Service Subscriptions. In the process of creating the account and access credentials you will be asked to provide Iron with true, accurate, current and complete registration information in relation to you and your Authorized Users and to update such information as necessary. Should we have reasonable grounds to suspect that any information provided in relation to you or an Authorized User is inaccurate, incomplete or untrue, we have the right to suspend or terminate your or the Authorized User’s right to access and use the Service.
4.2 Site Access & Password; Security
You are responsible for maintaining, and you shall cause all Authorized Users to maintain, the confidentiality of your and your Authorized Users’ usernames and passwords and are fully responsible for all activities that occur on the Site under your designated Authorized Users’ usernames and passwords. We may require you to change your designated Authorized Users’ usernames in the event we determine, in our sole discretion, that any username is offensive or for any other reason. You agree to immediately notify Iron of any unauthorized use of any Authorized User’s username, password, or any other breach of security, and to ensure that Authorized Users logout at the end of each session. You are responsible for disabling the accounts of any Authorized User no longer employed by you. You acknowledge that Iron is not responsible for tracking your Authorized User’s use of the Service, and that Iron cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 4.
You agree to pay all charges and fees in accordance with the payment terms applicable to the Service Subscriptions that you acquire. If data transmission is included in a Service Plan, such transmission may be subject to certain volume limits. You agree to reimburse Iron for any charges for data transmission in excess of these limits as well as any activation and de-activation charges that may be imposed by the communication service provider because of your conduct in violation of the service providers terms and conditions.
5 – Grant of License; License Restrictions
5.1 Limited License to Customer
Subject to your compliance with the TOU, the terms of your Service Subscription(s) and payment of all applicable fees, Iron grants you a limited, non-exclusive, non-transferable, non-assignable license (without the right to sublicense) to use the Service application software accessed through the Site for business purposes and purposes otherwise consistent herewith. Certain portions of the Services include access to information and materials that are protected by intellectual property laws (“Content”). The Content may include, but is not limited to, residual equipment values and estimates for future projections about used equipment values. The terms of your Service Subscription may include access to the Content, in which case Iron grants you a limited, non-exclusive, non-transferable, non-assignable license (without right of sublicense) to (i) access and view the Content in the Service for your internal business purposes only and (ii) download or export the Content solely for your internal business purposes provided. You may not (i) distribute, publish, disclose, modify, sell, rent, lease, loan, sublicense, or otherwise transfer the Content or any rights thereto to any third party; (ii) develop, market, offer, provide or sell products or services that incorporate the Content in whole or in part; (iii) combine the Content with any other compilation of information which is sold, rented, published, furnished, or provided to a third party in any manner or (iv) remove or alter any proprietary notices that appear in or on the Content. All rights not expressly granted to you herein are reserved by Iron and its suppliers and licensors.
5.2 License Restrictions – No Misuse of Services
Your use of the Service is limited to those uses expressly permitted under your Service Subscription and these TOU. As a condition of your use of the Service you agree that you will not use it for any purpose that is unlawful or prohibited by the TOU. We may restrict or cancel the Service to you if there is a reasonable suspicion of, or any actual misuse or fraudulent use by you. You will be responsible for any costs incurred by us or any other party (including attorney’s fees) as a result of such misuse or fraudulent use. In addition to the restrictions on use of the Content described in Section 5.1, you may not: (i) reproduce, modify, publish, distribute, publicly display, adapt, alter, translate, or create derivative works from the Service, or any Third Party Software/Services; (ii) merge the Service software or Third Party Software/Services with other software; (iii) sublicense, lease, sell, rent, loan, or otherwise transfer the Service or associated software or Third Party Software/Services to any third party; (iv) reverse engineer, de compile, disassemble, or otherwise attempt to derive the source code for the Service software, Third Party Software/Services or Site; (v) otherwise use or copy the Service or associated software or Third Party Software/Services except as expressly allowed under the TOU, including this Section 5; (vi) use the Service or associated software or Third Party Software/Services in a “service bureau” or similar structure whereby third parties obtain use of the Service or Third Party Software/Services through you; (vii) remove, obscure, or alter any copyright, trademark, or other proprietary notices embedded in, affixed to or accessed in conjunction with the Service, associated software, and/or the Site; (viii) damage, disable, overburden, interfere with, disrupt or impair the Service or Site, or servers or networks connected to them, in any manner; (ix) interfere with any other party’s access, use or enjoyment of the Service or the Site in any manner; (x) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, laws and regulations related to export; or (xi) impersonate any person or entity or misrepresent your affiliation with a person or entity.
5.3 Third Party Software/Services
5.4 Time Limited Service Subscription
In the event that use of the Service provided to you is time limited (such as that provided on a trial basis or to beta testers, resellers and distributors for sales demonstration purposes or to prospective end user customers for evaluation purposes) (the “Time Limited Service”), then you may use the Time Limited Service in accordance with the TOU solely for the purpose for which it is provided to you, and only for the limited period of time specified by Iron. Iron may revoke your access to and authorization to use Time Limited Service at any time. In the event that you subsequently acquire a paid Service Subscription, then your continued use of the Service will continue to be governed by the TOU and associated Service Subscription terms and conditions. Resale, transfer or other distribution of the Time Limited Service is prohibited.
6 – License and Aggregate Data
To the extent that you have any ownership or other interests in the Data, you hereby grant to Iron and its service providers the necessary rights in relation to the Data so that Iron may provide the Service to you.. All other data and information that is collected, transmitted, recorded, or accessed by or through the Service that is not Data identifiable to you and/or your Authorized Users, and all data, reports, derivative works, compilations, modifications and other materials created from or with use of Data will be, in each case, the sole and exclusive property of Iron; and you, on your behalf and on behalf of your Authorized Users, hereby assign all of your and their right, title and interest, if any, in and to such items to Iron without any fees and without rights to future royalties.
7 – Privacy and User Data
To understand Iron’s general data privacy practices, please review Iron’s Privacy Statement, which can be viewed at any time from the home page of this Site and at https://ironsolutions.wpengine.com/privacy-policy/.
You acknowledge that the Data may be retraceable to individuals (“Personal Data”). Each time an Authorized User logs on to the Service and the Site, certain information, including the username, will be processed in the Service application software. This information is used to manage the Authorized User’s account, Services and other personalized features. Iron may match the username to personally identifiable information in order to provide the Authorized User with Services that the Authorized User is entitled to use and to provide relevant Data and information. Additionally, the Service may permit collection of location-based Data in connection with the Services provided (“Location Data”) so that the geographic location of the user may be identifiable.
You hereby agree that you shall clearly, conspicuously, and regularly notify all Authorized Users and other personnel, persons or entities using the Service of the foregoing collection, transmission and use of the Data, including any Personal Data and Location Data contained therein; that you have obtained and will obtain all necessary consents from your designated Authorized Users and other personnel, persons or entities using the Service who may be affected thereby, and that in doing so you have otherwise complied fully with your obligations under applicable law relating to the transmission and use of personal data. You agree to indemnify, defend and hold harmless each of the Iron Parties (as defined in Section 10 below) from and against all claims, demands, actions or causes of action arising out of your breach of the foregoing obligations.
The Service may be administered by Iron from its offices or those of its affiliates or service providers at various locations within in the United States of America and Canada. Consequently, Data is collected, sent, processed and stored in the United States and Canada and may be collected, sent, processed and stored outside the USA. You acknowledge that in the event of conflict of privacy laws or practices in your jurisdiction and those in the domicile of the entity hosting the Service, the law applicable in the domicile of the entity hosting the Service will have precedence at all times.
8 – Modification of Services
Iron may, at any time, modify, suspend or permanently discontinue the Service or Site, or any portion of them, with or without advance notice. Subject to section 14.2 below, Iron Party will not be liable to you or to any third party for any such modification, suspension or discontinuance.
Iron may modify and update the TOU if circumstances under which the TOU is entered into change following purchase of your Service Subscription, and Iron will provide you with reasonable notice of any such changes. Your continued use of the Service following the posting of any such changes will constitute confirmation of your acceptance of the updated TOU, unless you notify Iron in writing within 30 days of the notice that you do not accept them. In that case the TOU in effect at the time of your purchase or last renewal of the Service Subscription (whichever is later) will remain in effect through the remainder of your then current subscription term, unless Iron, at its option, exercises its right to terminate your Service Subscription(s) in accordance with section 14.2 below.
9 – Network Coverage, Interruption of Service
You acknowledge that the Services and network access may be subject to transmission limitations caused by a variety of factors such as atmospheric conditions, topographical obstructions, limitations or lack of coverage of the underlying carrier service and other natural or manmade conditions.
Iron will not be liable to you or any third party for any loss or damage arising from the Service, or its interruption, transmission errors (including Location Data inaccuracies), downtime of the Service due to maintenance or defects or any other cause, including, but not limited to, interruption caused by the underlying communications system carrier. Iron does not assume and will not have any liability arising from events beyond Iron’s control or the control of Iron’s subcontractors, licensors or business partners, including events such as acts of God, acts of any governmental entity, acts of public enemy, strikes or weather conditions.
10 – No Warranties
IRON, ITS DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, SUPPLIERS, AFFILIATES AND AGENTS (EACH A “IRON PARTY” AND COLLECTIVELY THE “IRON PARTIES”) DISCLAIM ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR USE OF THE SERVICE AND SITE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) THE APPLICATION, SITE AND SERVICES ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU; (b) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE IRON PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, (i) WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (ii) WARRANTIES ARISING THROUGH COURSE OF DEALINGS OR USAGE OF TRADE, (iii) WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICE APPLICATION, SITE AND SERVICES, AND (iv) WARRANTIES THAT ACCESS TO OR USE OF THE SERVICE AND SITE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR ERROR-FREE; AND (v) THAT YOU WILL ACCESS THE SITE AND USE THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM(S) OR LOSS OF DATA THAT RESULTS FROM SUCH ACCESS AND USE.
THERE ARE NO WARRANTIES THAT EXTEND BEYOND THOSE EXPRESSLY GRANTED IN THE TOU.
11 – Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL THE IRON PARTIES BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, THIRD PARTY OR CONSEQUENTIAL (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF BUSINESS INFORMATION, VIRUS INFECTIONS, SYSTEM OUTAGES AND THE LIKE) ARISING OUT OF, BASED ON OR RESULTING FROM THE TOU OR YOUR ACCESS TO, USE OF, MISUSE OF OR INABILITY TO USE THE SERVICE OR THE SITE, EVEN IF IRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING DAMAGES INCURRED BY THIRD PARTIES). THE EXCLUSION OF DAMAGES UNDER THIS SECTION 11 IS INDEPENDENT OF ANY REMEDY PROVIDED UNDER THE TOU AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER DAMAGES ARISE FROM BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION. TO THE EXTENT THAT APPLICABLE LAW DOES NOT PROHIBIT SUCH EXCLUSIONS AND LIMITATIONS, IN NO EVENT WILL IRON’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU TO IRON FOR YOUR ACCESS OR USE OF THE SERVICE WITHIN THE 12 MONTHS PRIOR TO THE EVENT CAUSING THE DAMAGE OR LOSS.
12 – Customer Indemnification
UPON OUR REQUEST YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS EACH OF THE IRON PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, DEMANDS, ACTIONS OR OTHER PROCEEDINGS BROUGHT AGAINST IT BY ANY THIRD PARTY DUE TO, ARISING OUT OF OR RELATED TO YOUR (A) USE OF THE SERVICE OR THE SITE, (B) VIOLATION OF THE TOU, OR (C) YOUR VIOLATION OF ANY LAW, REGULATION OR THIRD PARTY RIGHTS. You shall pay any and all costs, damages and expenses, including, without limitation, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Iron in connection with or arising from any such claim, lawsuit, action, demand or other proceeding. Iron may, at its own expense, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with Iron in asserting any available defenses.
13 – Intellectual Property Rights
You hereby agree and acknowledge that Iron and its licensors (and as applicable, Third Party Suppliers) own all right, title and interest in and to all Intellectual Property Rights (defined below) in connection with or relating to the Service, the Content, and the Site. “Intellectual Property Rights” means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary or moral rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You will have no right, license, or interest therein, expressly or impliedly, except for any license expressly granted herein. Iron or its licensors, as the case may be, will own all right, title and interest in and to any replacements, improvements, updates, enhancements, derivative works and other modifications (including, without limitation, the incorporation of any ideas, methods or processes provided by or through you) to Intellectual Property Rights made by any person, even if paid for by you and regardless of whether or not they are similar to any of your Intellectual Property Rights. You will undertake any and all action necessary to vest such ownership in Iron, including without limitation assigning (and you hereby assign) to Iron all rights in and to such Intellectual Property Rights, including, without limitation, patent applications, patents, moral rights and copyrights arising from or relating to the Service, Content, or the Site. Notwithstanding the foregoing, Iron’s Intellectual Property Rights as they pertain to the Data, include only the rights granted to Iron under these TOU.
You acknowledge that all trademarks, service marks, and logos (collectively, “Marks”) that appear throughout the Service or the Site belong to Iron or the respective owners of such Marks, and are protected by U.S. and international trademark and copyright laws. Any use of any of those Marks without the express written consent of Iron or the owner of the Mark, as applicable, is strictly prohibited. Iron may, in appropriate circumstances and at its sole discretion, disable and/or terminate the accounts of Authorized Users who may be infringing the Intellectual Property Rights of others.
14 – Suspension, Discontinuation or Cancellation of Service to Customer; Cancellation Fee
Iron may suspend your access to the Site and terminate your license to use the Services without liability, if
- you violate the TOU, or breach the terms of your Service Subscription(s) or any other valid agreement with Iron for use of the Service;
- fail to pay Service Subscription fees or other amounts owed when due, (whether due to Iron directly or to the dealer or distributor through whom you acquired your Service Subscription);
- the Communications Carrier through which you are able to access and use the Service terminates your communications service; or
- Iron has reason to believe that you, your Authorized Users, any of your agents or any third party is abusing the Service or using it fraudulently or unlawfully.
If you pay Service Subscription fees to the dealer or distributor from whom you acquired your Service Subscription (rather than to Iron directly) you acknowledge and agree that Iron may rely in good faith upon the dealer’s or distributor’s notice to Iron of your non-payment of Service Subscription fees and as a result may suspend your access to the Service and terminate your license to use it without liability. In addition, subject to section 14.2 below, Iron may discontinue the Service in whole or in part, and/or cancel your Service account with or without notice for any reason at any time. YOU AGREE THAT NEITHER IRON NOR ITS AFFILIATES NOR DEALERS, NOR ANY OTHER INDIVIDUAL OR ENTITY FROM WHOM YOU PURCHASED OR OTHERWISE ACQUIRED YOUR SERVICE SUBSCRIPTION WILL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ITS CANCELLATION OR TERMINATION FOR ANY OF THE ABOVE-CITED REASONS EXCEPT AS EXPRESSLY PROVIDED HEREIN. IF YOUR ACCOUNT IS CANCELLED FOR ANY REASON, YOU AGREE NOT TO RE-REGISTER FOR AN ACCOUNT TO THE SERVICE WITHOUT WRITTEN PERMISSION FROM IRON.
If your Services Subscription and Service account are terminated for Iron’s convenience and no fault on your part, then you will have no obligation to pay Service Subscription fees for any period following the date of termination, and you will be reimbursed a proportion of the subscription fees received by Iron based upon the un-lapsed term of the currently active Service Subscription as of the date of termination. You will, however, remain obligated to pay Service Subscription fees for the term of Service Subscription until the date of termination.
Should you cancel your account and/or the Service Subscriptions in whole or in part, or if we cancel or terminate your account and Service Subscription(s) due to your violation of the TOU, breach of the terms of your Service Subscription or any other valid agreement with Iron, or your insolvency, bankruptcy (or similar action or proceeding), or your ceasing to do business in the ordinary course, you will be charged a cancellation fee equal to the amount of the subscription fee charges payable through the remaining term of your then currently active Service Subscription(s). Any such cancellation charges will become immediately due and payable.
15 – Deletion of Customer Data
Iron has set forth data retention limits in its service description, and if no such limit has been defined, then Iron will retain information for 13 months after termination of your Service Subscriptions. Iron may permanently delete any and all information, Data and content maintained in or under your account from its servers after that period of time and upon any termination of the Service or your Service Subscription. Iron accepts no responsibility for such deleted information, Data or content.
16 – International
The Service is administered by Iron from its offices or those of its affiliates at various locations within in the United States of America. Iron makes no representation that Services are appropriate or available for use in locations outside the United States, and accessing them from territories where the Services are illegal is prohibited. You may not use or export or re-export the Service or its content or any copy or adaptation in violation of any applicable laws or regulations including, without limitation, United States export laws and regulations. If you choose to access the Service from locations outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws.
17 – Notices and Electronic Communications
When you visit the Site or send e-mail to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may update your e-mail address by visiting the location on the Site where you have provided contact information. If you do not provide Iron with accurate information, Iron cannot be held liable if it fails to notify you. You may have the right to request that Iron provide such notices to you in paper format, and may do so by contacting Iron Solutions, Inc., Attention: 660 Bakers Bridge Ave., Suite 200, Franklin, TN 37067, Email: [email protected]. Any other communications should also be sent to that address.
18 – U.S. Government Restricted Rights [Applies only to U.S. Government Licensees]
The Service application, Site and the Services, their content and other materials, are deemed “commercial computer software” and “commercial computer software documentation” pursuant to DFAR Section 227.7202 and FAR Section 12.212 (and any successor sections). Use of the Service and the Site including, but not limited to, its reproduction and display, by the United States of America and/or any of its instrumentalities, regardless of form, is governed by the TOU.
19 – Choice of Law and Forum
The TOU is/are governed by and construed in accordance with the laws of the State of Tennessee and applicable United States federal law, without reference to “conflicts of laws” provisions or principles. You hereby consent and agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in the County of Williamson, Tennessee. Notwithstanding the foregoing Iron may choose to file a complaint against you or take any other legal action (including, without limitation, requesting injunctions or immediate relief in summary proceedings) against you before any competent court in your jurisdiction for any claim or action arising out of or relating to the TOU or your use of the Service.
20 – Export
Use of the Service is subject to the U.S. Export Administration Regulations. You agree to the following: (a) you are not a citizen, national or resident of, and am not under the control of, the government of Cuba, Iran, North Korea, Syria, Sudan nor any other country to which the United States has prohibited export; (b) you will not export or re-export materials from the Site, directly or indirectly, neither to the above mentioned countries nor to citizens, nationals or residents of those countries; (c) you are not listed on the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor are you listed on the United States Department of Commerce Table of Denial Orders; (d) you will not export or re-export Site materials, directly, or indirectly, to persons on the above mentioned lists; and (e) you will not use the Site and Site materials for, and will not allow the Site and Site materials to be used for, any purposes prohibited by United States law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction.
21 – General Provisions
The TOU, the terms of your Service Subscription and/or any other valid agreement between you and Iron for use of the Service, constitute the entire agreement between you and Iron and govern your use of the Service, the Content, and Site, superseding any and all prior agreements, negotiations and communications (whether written, oral or electronic) between you and Iron with respect to the subject matter hereof. No change, modification, or waiver of the TOU, will be binding on Iron unless made in writing, with Iron’s approval. Any rights not otherwise expressly granted under the TOU are reserved by Iron and its licensors. The failure of Iron to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any part of the TOU is held invalid or unenforceable, by a court of competent jurisdiction, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of Iron, and the remaining portions shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service and/or your Service Subscription must be filed within one (1) year after such claim or cause of action arose or be forever barred.
22 – Official Language
The official language of the TOU is English. For purposes of interpretation, or in the event of a conflict between English and versions of TOU in any other language, the English language version shall be controlling.