Terms of Use

1.1 Agreement

These Terms and Conditions of Use ("Terms of Use") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("User") and Iris Analytics, LLC ("Iris Analytics"), an Illinois corporation with principal offices at 1250 South Michigan Avenue, Unit 1303, Chicago, Illinois 60605-2616, concerning the access and use of the Iris Analytics website located at www.irisanalytics.io as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, "Site"). The aforementioned parties shall hereinafter collectively be known as the "Parties". By accessing the Site, the User indicates that they accept this Agreement and have read, understood, and agree to be bound by all of the terms and conditions herein. IF THE USER DOES NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN THEY ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

1.2 Modifications

Supplemental terms and conditions of use or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. Iris Analytics reserves the right, in its sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. Iris Analytics will alert the User about any changes by updating the "Last updated" date of these Terms of Use, and the User waives any right to receive specific notice of any such change. It is the responsibility of the User to periodically review these Terms of Use to stay informed of updates. The User will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by the Users continued use of the Site after the date such revised Terms of Use are posted.

1.3 Compliance with Applicable Laws

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, if the User chooses to access the Site from other locations, they do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

1.4 Industry Specific Regulations

The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if the User's interactions would be subjected to such laws, the User is hereby prohibited from using this Site. The User may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

1.5 User Age

The Site is intended for users who are at least eighteen (18) years old. Persons under the age of eighteen (18) years old are not permitted to use or register for the Site.

2.1 Intellectual Property

Unless otherwise indicated, the Site is the proprietary property of Iris Analytics and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, "Content") and the trademarks, service marks, and logos contained therein ("Marks") are owned or controlled by Iris Analytics and its licensors, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site "AS IS" for the User's information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without the express prior written permission of Iris Analytics.

2.1 License

Provided that the User is eligible to use the Site, the User is hereby granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which the User is properly able to gain access solely for the User's personal, non-commercial use. Iris Analytics reserves all rights not expressly granted to the User in and to the Site, Content, and Marks.

3.1 Representations

By using the Site, the User represent and warrant that:

1. the User has the legal capacity and agrees to comply with these Terms of Use;
2. the User is not a minor in the jurisdiction in which the User resides;
3. the User will not access the Site through automated or non-human means, whether through a bot, script, or otherwise;
4. the User will not use the Site for any illegal or unauthorized purpose; and
5. the User's use of the Site will not violate any applicable law or regulation.

3.2 Violations

If the User provides any information that is untrue, inaccurate, not current, or incomplete, Iris Analytics has the right to suspend or terminate any account associated with the User and refuse any and all current or future use of the Site (or any portion thereof).

4.1 General Restrictions

The User may not access or use the Site for any purpose other than that for which Iris Analytics makes the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Iris Analytics. At no point may the Site be used for illegal purposes.

4.2 Specific Restrictions

As a user of the Site, the User agrees not to:

1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Iris Analytics.
2. Trick, defraud, or mislead Iris Analytics and other users, especially in any attempt to learn sensitive account information such as user passwords.
3. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
4. Disparage, tarnish, or otherwise harm, Iris Analytics and/or the Site, in Iris Analytics's sole discretion.
5. Use any information obtained from the Site in order to harass, abuse, or harm another person.
6. Make improper use of our support services or submit false reports of abuse or misconduct.
7. Use the Site in a manner inconsistent with any applicable laws or regulations.
8. Use the Site to advertise or offer to sell goods and services.
9. Engage in unauthorized framing of or linking to the Site.
10. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
11. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
12. Delete the copyright or other proprietary rights notice from any Content.
13. Attempt to impersonate another user or person or use the username of another user.
14. Sell or otherwise transfer any profile associated with the User.
15. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("GIFs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware," "passive collection mechanisms," or "pcms").
16. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
17. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
18. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
19. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
20. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
21. Except as may be the result of standard search engine or Internet browser usage compliant with the policies indicated in the robot.txt file, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
22. Use a buying agent or purchasing agent to make purchases on the Site.
23. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
24. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.

5.1 Contributions Policy

The Site does not offer users to submit or post content. Iris Analytics may provide the User with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to Iris Analytics or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When the User creates or makes available any Contributions, the User thereby represents and warrants that:

1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
2. The User is the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize Iris Analytics, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
3. The User has the written consent, release, and/or permission of each and every identifiable individual person in the Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Contributions in any manner contemplated by the Site and these Terms of Use.
4. The User's Contributions are not false, inaccurate, or misleading.
5. The User's Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. The User's Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined in sole discretion of Iris Analytics).
7. The User's Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. The User's Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
9. The User's Contributions do not violate any applicable law, regulation, or rule.
10. The User's Contributions do not violate the privacy or publicity rights of any third party.
11. The User's Contributions do not contain any material that solicits personal information from anyone under the age of eighteen (18) or exploits people under the age of eighteen (18) in a sexual or violent manner.
12. The User's Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
13. The User's Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
14. The User's Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

5.2 Violations

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

6.1 Use of Data

The User agrees that Iris Analytics may access, store, process, and use any information and personal data that the User provides following the terms of the Privacy Policy and the User's choices (including settings).

6.2 Suggestions and Feedback

By submitting suggestions or other feedback regarding the Site, the User agrees that Iris Analytics can use and share such feedback for any purpose without compensation to the User.

6.3 Contributions Ownership

Iris Analytics does not assert any ownership over the User's Contributions. The User retains full ownership of all of their Contributions and any intellectual property rights or other proprietary rights associated with their Contributions. Iris Analytics is not liable for any statements or representations in the User's Contributions provided by the User in any area on the Site. The User is solely responsible for their Contributions to the Site and expressly agree to exonerate Iris Analytics and the Site from any and all responsibility and to refrain from any legal action against them regarding the User's Contributions.

6.4 Submissions Ownership

The User acknowledges and agrees that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (collectively, "Submissions") provided by the User to Iris Analytics are non-confidential and shall become the sole property of Iris Analytics. Iris Analytics shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to the User. The User hereby waive all moral rights to any such Submissions, and hereby warrants that any such Submissions are original to the User or that the User has the right to submit such Submissions. The User agrees there shall be no recourse against Iris Analytics for any alleged or actual infringement or misappropriation of any proprietary right in their Submissions.

6.5 Loss of Data

Iris Analytics may maintain certain data that the User transmits to the Site for the purpose of managing the performance of the Site, as well as data relating to the User's use of the Site. Iris Analytics has no obligation to maintain such data collected, and the User is solely responsible for all data that is transmitted or that relates to any activity that the User has undertaken using the Site. The User agree that Iris Analytics shall have no liability to you for any loss or corruption of any such data, and hereby waives any right of action against Iris Analytics arising from any such loss or corruption of such data.

7.1 Third Party Website and Content

The Site may contain (or the User may be sent via the Site) links to other websites ("Third Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third Party Content"). Such Third Party Websites and Third Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by Iris Analytics, and Iris Analytics is not responsible for any Third Party Websites accessed through the Site or any Third Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to, or permitting the use or installation of any Third Party Websites or any Third Party Content does not imply approval or endorsement thereof by Iris Analytics. If the User decides to leave the Site and access the Third Party Websites or to use or install any Third Party Content, the User does so at their own risk, and should be aware that these Terms of Use do not govern the Third Party Website or Third Party Content. The User should review the applicable terms and policies, including privacy and data gathering practices, of any website to which they navigate from the Site or relating to any applications the User uses or installs from the Site. Any purchases the User makes through Third Party Websites will be through other websites and from other companies, and Iris Analytics takes no responsibility whatsoever in relation to such purchases which are exclusively between the User and the applicable third party. The User agrees and acknowledges that Iris Analytics does not endorse the products or services offered on Third Party Websites and shall hold Iris Analytics harmless from any harm caused by the purchase of such products or services. Additionally, the User shall hold Iris Analytics harmless from any losses sustained by the User or harm caused to the User relating to or resulting in any way from any Third Party Content or any contact with Third Party Websites.

7.2 Site Management

Iris Analytics reserves the right, but not the obligation, to:

1. monitor the Site for violations of these Terms of Use;
2. take appropriate legal action against anyone who, in its sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities;
3. in is sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of the User's Contributions or any portion thereof;
4. in its sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to the Site's systems; and
5. otherwise manage the Site in a manner designed to protect the rights and property of Iris Analytics and to facilitate the proper functioning of the Site.

7.3 Privacy Policy

Iris Analytics cares about data privacy and security. Please review the Privacy Policy located at https://legal.irisanalytics.io/web/landing/privacy/. By using the Site, the User agrees to be bound by the Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is primarily hosted in the United States ("Host Nation"). If the User accesses the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the Host Nation, then through the continued use of the Site, the User is transferring their data to the Host Nation, and agree to have the data transferred to and processed in the Host Nation.

8.1 Term

These Terms of Use shall remain in full force and effect while the User uses the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, IRIS ANALYTICS RESERVES THE RIGHT TO, IN ITS SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. IRIS ANALYTICS MAY TERMINATE THE USER'S USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN ITS SOLE DISCRETION.

8.3 Effect of Termination

If Iris Analytics terminates or suspends the User's account for any reason, the User is prohibited from registering and creating a new account under their name, including any fake or borrowed name, or the name of any third party, even if the User may be acting on behalf of the third party. In addition to terminating or suspending the User's account, Iris Analytics reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

9.1 Modifications

Iris Analytics reserves the right to change, modify, or remove the contents of the Site at any time and for any reason at its sole discretion without notice. However, Iris Analytics has no obligation to update any information on the Site. Iris Analytics also reserves the right to modify or discontinue all or part of the Site without notice at any time. Iris Analytics will not be liable to the User or any third party for any modification, price change, suspension, or discontinuance of the Site.

9.2 Corrections

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. Iris Analytics reserves the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

9.3 Interruptions

Iris Analytics cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

10.1 Disclaimer

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. THE USER AGREES THAT USE OF THE SITE AND OF THE SERVICES PROVIDED WILL BE AT THE USER'S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, IRIS ANALYTICS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IRIS ANALYTICS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY:

1. ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS;
2. PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ACCESS TO AND USE OF THE SITE;
3. ANY UNAUTHORIZED ACCESS TO OR USE OF SECURE AND NON-SECURE SERVERS BELONGING TO IRIS ANALYTICS OR ITS PARTNERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN;
4. ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE;
5. ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; and
6. ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.

IRIS ANALYTICS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN THE USER AND ANY THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, THE USER SHOULD USE THEIR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

10.2 Limitations of Liability

IN NO EVENT WILL IRIS ANALYTICS OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM THE USE OF THE SITE, EVEN IF IRIS ANALYTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY THE USER TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO THE USER, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY, AND THE USER MAY HAVE ADDITIONAL RIGHTS.

11.1 Complaints

If any complaint with Iris Analytics is not satisfactorily resolved, the User can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Boulevard, Suite N 112, Sacramento, California 95834-1924 or by telephone at +1 (800) 952-5210 or +1 (916) 445-1254.

12.1 Governing Law

These Terms of Use and the User's use of the Site shall be governed by and construed in accordance with the laws of the State of Illinois applicable to agreements made within the state and to be entirely performed within the State of Illinois, without regard to its conflict of law principles.

12.2 Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a "Dispute" and collectively, “Disputes”) brought by either any party to these Terms of User, the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved through binding arbitration. THE USER UNDERSTANDS THAT WITHOUT THIS PROVISION, THE USER WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A TRIAL BY JURY. The arbitration shall be administered by the American Arbitration Association in the City of Chicago and the State of Illinois under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website. The User's arbitration fees and share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, online, or by other method permitted by the rules. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Cook County, Illinois. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Jurisdiction

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be brought exclusively in the federal court for the Northern District of Illinois or in the Circuit Court of Cook County, Illinois. The Parties consent to the exclusive jurisdiction of such courts, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) is excluded from these Terms of Use.

Time Limitation

In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law:

1. no arbitration shall be joined with any other proceeding;
2. there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and
3. there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration:

1. any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party;
2. any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and
3. any claim for injunctive relief.

If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

12.3 Indemnification

The User agrees to defend, indemnify, and hold Iris Analytics harmless, including its subsidiaries, affiliates, and all of the respective officers, agents, partners, employees, contractors, interns, and volunteers from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of:

1. use of the Site;
2. breach of these Terms of Use;
3. any breach of your representations and warranties set forth in these Terms of Use;
4. your violation of the rights of a third party, including but not limited to intellectual property rights; or
5. any overt harmful act toward any other user of the Site with whom you connected via the Site.

Notwithstanding the foregoing, Iris Analytics reserves the right, at the User's expense, to assume the exclusive defense and control of any matter for which the User is required to indemnify Iris Analytics, and the User agrees to cooperate, at their expense, with the defense of Iris Analytics of such claims. Iris Analytics will use reasonable efforts to notify the User of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

12.4 Electronic Communications, Transactions, and Signatures

Visiting the Site, sending Iris Analytics emails, and completing online forms constitute electronic communications ("Electronic Communication"). The User consents to receive electronic communication, and agrees that all agreements, notices, disclosures, and other communications Iris Analytics provides electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. THE USER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY IRIS ANALYTICS OR VIA THE SITE. The User hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature, delivery, or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

12.4 Entire Agreement

These Terms of Use and any policies or operating rules posted by Iris Analytics on the Site or in respect to the Site constitute the entire agreement and understanding between the Parties. The failure of Iris Analytics to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. Iris Analytics may assign any or all of our rights and obligations to others at any time. Iris Analytics shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

12.5 Severability

If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions.

12.6 Relationship

There is no joint venture, partnership, employment, or agency relationship created between the Parties as a result of these Terms of Use or use of the Site.

12.7 Authority

The User agrees that these Terms of Use will not be construed against Iris Analytics by virtue of having drafted them. The User hereby waives any and all defenses they may have based on the electronic form of these Terms of Use and the lack of signing by the Parties hereto to execute these Terms of Use. Furthermore, the Parties represent and warrant that they are duly authorized and have the legal capacity to enter into these Terms of Use, and that the terms and conditions contained herein are valid and legally binding on each party enforceable in accordance with its terms.

12.8 Captions

The section headings of these Terms of Use are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

12.9 Amendment

Collateral agreements, changes, and amendments are only valid if laid down in writing.

13.1 Contact Information

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Iris Analytics, LLC
1250 South Michigan Avenue
Unit 1303
Chicago, IL 60605-2616
United States of America
legal@irisanalytics.io