Trust Center
Before getting to the legal mumbo jumbo, Sundeep Patel (company founder) would like to say more than a few words:
By opening this, you must care. Well, you're in good company because we do too!
Our pledge to You:
We Pledge never to lose sight of our founding mission, which is to "Create and share beautiful application tutorials in a snap and get you back to doing real work that matters or at least back to surfing the net."
We Pledge that you will always stay in the driver's seat when it comes to your tutorials. You can edit them or delete them from our server at any time. We will never modify your tutorials without YOUR permission.
We Pledge to always treat your personal information with the utmost respect. We never sell it, and we share it only when it's necessary to deliver the services and solutions you signed up for. We also limit our use of your email because we know your inbox is busy enough :)
We Pledge to always listen to your feedback (both good and bad) and treat it as an opportunity to deliver something remarkable (Seth Godin - Purple Cow). Remarkable is hard, so in return, we hope you cut us some slack as we screw up along the way.
Legal Jargon starts now:
Terms of Use
These iorad Terms of Use govern access to and use of the iorad Website, Application, and Services by site visitors, free users, and paid users. Collectively the Website, Application and Services will be referred to herein as the "Site." PLEASE READ THESE TERMS OF USE ("TERMS") CAREFULLY BEFORE USING THE SITE. BY USING THE SITE YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE SITE. Notwithstanding the foregoing, Customer’s use of certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to Customer for Customer’s acceptance when signing up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. For example, if you are a Customer who has executed a customer agreement or order form with iorad, the terms of that customer agreement or order form will control and supersede these Terms of Use with respect to the subject matter of such agreement.
These Terms of Use, including our Data Processing Addendum, Privacy Policy and other applicable Supplemental Terms describe how we will treat your account and the data we collect and process about you, your end users, and your contacts and customers while you maintain an account with iorad. If you do not agree with these Terms, you must immediately continue your use of the Site and Services.
Definitions:
- “Application” means the iorad proprietary Software as a Service including but not limited to hosted software SDKs, browser extension, desktop application, libraries, APIs, and user interfaces.
- Authorized Users means individuals who are authorized by Customer to use the iorad Application and Services with varying levels of control and access specified by Customer and who have been supplied user identifications and passwords by Customer. Authorized Users may include the employees, consultants, contractors, agents, or other designees of Customer and its Affiliates, but shall not include any employee or agent of any iorad competitor.
- “Company” means iorad and is used interchangeably in this Agreement.
- Customer Agreement means a document issued by iorad and executed or otherwise agreed upon by authorized representatives of the Customer, which specifies, among other things and as applicable, a description of the Services, the Fees, and any other details specifically related to the Services, which may include, without limitation, Order Forms or other similar agreements.
- “Customer Information” means all information and data submitted to iorad by or on behalf of Customer in connection with the creation and management of Customer’s account for the Services.
- “Services” means access to the Application and services, via a free account or by Customer under a Customer Agreement and made available by iorad, including user guides, documentation, and help/training materials provided by iorad.
- “Software as a Service” (“SaaS”) means a software delivery model in which a hosted software platform or application is made available on a subscription basis.
- “Usage Data” means all data, information, and statistics collected by iorad related to the Customer’s consent and data activity, including, without limitation, those pertaining to the consents, traffic, and PII storage.
Usage and Access Rights
Acceptable Use PolicyDO. Customer shall:- be at least 18 years old to use the website, Application and Services;
- be responsible for Authorized Users’ compliance with this Agreement;
- use commercially reasonable efforts to prevent unauthorized access to or use of the Site or Services, including keeping passwords and usernames confidential and not permitting any third-party to access or use its or any of its Authorized Users’ usernames, passwords, or Customer account for the Services;
- be solely responsible and liable for all activity knowingly conducted through its Customer account in connection with the Services;
- promptly notify iorad if Customer becomes aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any Authorized User’s) username, password, or Customer account;
- use, or otherwise access in connection with Customer’s use thereof, the Site and Services only in accordance with applicable laws and government regulations. Customer is responsible for determining whether the Service is suitable for use in light of Customer's applicable obligations under any regulations, including, without limitation, HIPAA, Gramm-Leach-Bliley Act, Data Protection Laws (as defined in our Data Processing Addendum), export control laws, or other applicable laws.
- make the Application or Services available to anyone other than its Authorized Users;
- sell, trade, or otherwise transfer the Application or Services to another party;
- use the Application or Services to store or transmit any content that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law; upload to, or transmit from, the Application or Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component;
- attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Application or Services (including any mechanism used to restrict or control the functionality of the Application or Services), any third-party use of the Application or Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law);
- remove any logos, copyright notices, or trademarks on any materials created using the Site.
- attempt to gain unauthorized access to the Application, Services, related systems and networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Application or Services;
- access the Application or Services in order to build a similar or competitive product or service to Application or Services; or
- commit any act or do anything which might: (i) reasonably be considered immoral, deceptive, or obscene; (ii) injure, tarnish, damage or otherwise negatively affect the reputation and goodwill associated with iorad;
- authorize, assist, or encourage any third-party to do any of the above.
iorad hereby grants you a limited, non-exclusive, non-sublicensable and non-transferable license to access the content and information available in the Site according to the provisions contained herein, and subject to the payment of the subscription fees, if applicable, and adherence to these terms. There are two general types of users, registered users that have registered with the Company ("Registered Users"), and unregistered users of the Site ("Unregistered Users"), such as someone invited to view another's tutorial. The Registered Users may include (i) paid members that have registered for a subscription ("Paid Users") and (ii) free users ("Free Users"). The Site provides Registered Users with the ability to create tutorials. The Unregistered user can only view tutorials.
Free Users:Free Users are hereby granted a limited license to create a "web link" to any tutorial created by them using the Site, which will be hosted on the Company's servers. Web links may be distributed to Unregistered Users for personal and non-commercial use only. Free Users are also granted a limited license to print any public tutorial created using the Site for personal and non-commercial use. iorad reserves the right to use any public tutorial for its marketing purposes, including posting the tutorial on social media.
Paid Users:Paid Users are hereby granted the same limited license to use the Site as Free Users. Paid users can upload a logo and create a custom theme for the tutorial player and assign privacy options to their tutorials. iorad reserves the right to use any public tutorial for its marketing purposes, including posting the tutorial on social media, with paid user’s permission.
Intellectual Property
Application and Servicesiorad retains all right, title, and interest in and to the Site and Services. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Services or any of iorad’s rights or interests therein or any other iorad intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the Site and Services not expressly granted in this Agreement are reserved by iorad.
User Content:In creating a tutorial using the Company's proprietary software, you will be able to use your own content such as photos, graphics, text, or video segments. You retain any and all rights you hold with respect to your own content. If you are not the creator of content, then you must get permission from the creator of the content to use the content with the Company's proprietary software, Site, and Services. iorad assumes no liability with respect to the disclosure or use of confidential, proprietary, or personal identifying information that you upload to our Site as your tutorial. You warrant that content uploaded by you, either from your own computer or another Site/server, is either created or owned by you, or you have the necessary licenses, rights and permissions to use the content as contemplated by the non-iorad Site. You hereby grant to the Company a royalty-free, perpetual license to use and, display and host your content solely to the extent necessary for iorad to provide the services in the Site. You agree to comply with all applicable local rules regarding online conduct and acceptable content. You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
Data Privacy:
You acknowledge that except as described in these Terms, the information you provide to us or that we collect will be used and protected as described in iorad’s Privacy Policy found here.
Confidential Information and Security Requirements
Confidential InformationEach Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of a like-kind (but in no event less than reasonable care consistent with industry standards) and will not disclose or use any Confidential Information (as defined below) of the other Party for any purpose outside of the scope of this Agreement, and each Party shall limit access to Confidential Information to those of its, or its Affiliates’, employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the receiving Party containing protections no less stringent than those herein. In this Agreement, “Confidential Information” means all information, data, and financial information relating to the business, commercial strategies, pricing, personnel, customers, products, or services of each Party. Confidential Information includes (i) Each party’s proprietary system offerings, including the Application and/or Services, along with documentation and plans related thereto; (ii) Passwords, authorization keys, or codes used to access or operate such system offerings; (iii) Any results, Usage Data, or statistics collected through the use of the system offerings; or (iv) Any nonpublic business information that is either marked physically or identified orally as “confidential” or “proprietary.” For the avoidance of doubt, Customer Information and Usage Data will be the Confidential Information of Customer.
Confidential Information excludes any information that:
- was in the receiving party’s possession before receiving it from the disclosing party;
- is provided to the receiving party by a third-party without restriction on use or disclosure and without breaching any rights of the disclosing party;
- is or becomes generally known or available to, or accessible by, the public through no act or omission of the receiving party; or
- was or is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.
In the event that the receiving party or any representative of the receiving party becomes legally compelled (by law, rule, regulation, subpoena, or similar court process) to disclose any of the Confidential Information, the receiving party will (if permitted to do so) provide the disclosure with notice of such circumstances and will limit such disclosure to the required disclosure.
Security Requirementsiorad has implemented technical and organizational security measures consistent with the standards, practices, and controls cited in its then-current SOC 2 report. However, iorad cannot guarantee that unauthorized third-parties will never be able to defeat those measures and expressly denies any responsibility for damages, monetary or otherwise, resulting from unauthorized third-party access to Customer’s account or use, alteration, or disclosure of the Customer Information or Usage Data except in the event of iorad’s gross negligence or willful misconduct.
Multi-Factor AuthenticationMulti-Factor Authentication is a security system that requires more than one level of authentication before accounts can be accessed. It was developed to add extra security steps to the login process, to keep accounts safe and verify users before they can gain access to accounts. Users that provide their mobile phone numbers for authentication purposes agree to receive an SMS message as part of the process. Carrier message and data rates may apply.
Fees
If you become a Paid User, you agree to pay all fees associated with that subscription ("Fees"). The Company may provide you with the ability to pay the Fees through a payment processing service such as Stripe. All subscriptions paid through these third parties are subject to the third party's Terms of Service, and we will not be responsible for anything contained therein. You are responsible for payment of any sales or use taxes associated with the Fees or your use of the Site. For the avoidance of doubt, iorad uses Stripe as the third-party service provider for payment services (e.g., card acceptance and related services). By selecting a credit card as the payment method for paying Fees, you agree to be bound by Stripe’s Privacy Policy: https://stripe.com/privacy and hereby consents and authorizes iorad to share any information and payment instructions provided herein with Stripe to the minimum extent required to complete your transactions hereunder.
Modifications
iorad may amend this Agreement from time to time by posting an amended version on our Website and sending Customer written notice thereof. Such amendment will become effective 14 days after such notice (unless Customer first terminates this Agreement pursuant to the Term & Termination section of this Agreement). Customer's continued use of the Site after the 14-day notice period will confirm Customer's consent to the amendment. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
Miscellaneous
We reserve the right to suspend or discontinue the Site, temporarily or permanently, at any time without notice. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material although we will give it our best effort. The information and materials on the Site may include technical inaccuracies or typographical errors. Changes are periodically made to the information contained herein. The Site contains information about products or services that may or may not be available in any particular country or region of the world. You should not construe anything on the Site as a promotion or solicitation for any product or for the use of any product that is not authorized by the laws and regulations of the country where you are located. By registering with us, you agree that all information provided to us is true and accurate and you will update this information in order to keep it current, complete and accurate. During the registration process, you will be asked to select a password. The password and your account are for your individual use only, and are not to be shared with coworkers, friends or family. You agree to keep your password confidential at all times. You agree to be fully responsible for activities or transactions that relate to your account or your password. You must notify the Company immediately if you learn of an unauthorized use of your password. All information we obtain about you in connection with your use of this Site is subject to our Privacy Policy found here.
Disclaimer of Warranties and Limitation of Liability
Mutual WarrantiesEach Party represents and warrants that it has the power and authority to enter into this Agreement and to perform its obligations and duties under this Agreement and that doing so is not in conflict with any other agreement.
THE SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED BY THE COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE SITE, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, THEIR SERVERS, OR ELECTRONIC COMMUNICATIONS SENT FROM THE COMPANY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. iorad’s CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAYABLE TO the COMPANY PURSUANT TO SUCH AGREEMENT (OR RELATED STATEMENT OF WORK OR PURCHASE ORDER) FOR PRODUCTS AND SERVICES PROVIDED DURING THE YEAR BEFORE THE LAST EVENT GIVING RISE TO THE LIABILITY.
Mutual Indemnification
Indemnification by ioradiorad shall defend, indemnify, and hold harmless Customer its Affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature that are in connection with or arising out of a third-party claim alleging that the use of the Services or Platform as permitted hereunder infringes a valid intellectual property right (a “Claim”) and shall indemnify Customer for any damages finally awarded against, and for reasonable attorneys’ fees incurred by Customer in connection with any such Claim.
iorad will have no liability for any Claim to the extent it arises from:
- a modification of the Application or Services by or at the direction of Customer or an Authorized User;
- use of the Application or Services in violation of this Agreement or applicable law;
- use of the Application or Services by Customer after iorad notifies Customer to discontinue use because of an infringement or misappropriation claim;
- the customer's combination, operation, or use of the Application or Services with any other software, program, or device not provided or specified by iorad to the extent such infringement would not have arisen but for such combination, operation, or use; or
- Customer’s use of the Application or Services in a manner that is inconsistent with its intended use.
If a Service has become, or in iorad’s opinion is likely to become, the subject of any such Claim, iorad may at its option and expense:
- procure for Customer the right to continue using the Service as set forth hereunder;
- replace or modify the Service or certain functionalities to make it non-infringing; or
- if options (a) or (b) are not reasonably practicable, terminate either this Agreement or the Order Form for such Service.
This Section sets forth iorad’s sole liability (and the Customer's sole remedy) regarding infringement or misappropriation of third-party rights.
Indemnification by CustomerSubject to iorad’s compliance as detailed below, Customer shall defend, indemnify, and hold harmless iorad, its Affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature that are in connection with or arising out of a third-party claim (i) alleging that Customer’s use of the Application or Services infringes or violates the intellectual property rights, privacy rights, or other rights of a third-party or violates any applicable law; (ii) relating to, or arising from, Customer Information, Usage Data, or Customer’s breach of the Acceptable Use Policy or Mutual Warranties sections as described in this Agreement above.
Indemnification ProcedureThe indemnified Party shall (i) promptly give written notice of the claim to the indemnifying Party, although failure to provide prompt notice will not relieve the indemnifying Party of its obligation to indemnify unless the indemnifying Party is materially prejudiced by the delay; (ii) give the indemnifying Party sole control of the defense and settlement of the claim (provided that the indemnifying Party may not settle or defend any claim without the indemnified Party’s prior written consent unless it unconditionally releases the indemnified Party of all liability); and (iii) provide the indemnifying Party with reasonable cooperation and assistance at the indemnifying Party’s expense.
Term and Termination
Term of AgreementThis Agreement shall commence on the date in which User accesses iorad’s Site; provided, that terms applicable to Paid Users shall commence on the Service Start Date (the “Effective Date”) and shall continue in effect until all Customer Agreement (including all applicable Order Forms) have expired or this Agreement has been terminated in accordance with this section Term and Termination.
Term of Customer AgreementsThe term of each Customer Agreement shall start on the Service Start Date specified on the Customer Agreement and shall continue for the term specified therein. Except as expressly stated otherwise in a Customer Agreement, all Customer Agreements (and related Order Forms) shall automatically renew on the subscription end date for subsequent one-year renewal periods, unless a Party gives the other Party written notice of non-renewal at least 30 days prior to the end of the then-current term. Upon renewal, iorad reserves the right to increase the Fees for Services by providing Customer written notice thereof (which notice may be provided by email) at least 30 days prior to the end of the then-current term.
Termination for CauseEither Party may terminate this Agreement for cause (i) upon 30 days' written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or (ii) immediately if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. No refund shall be issued if iorad terminates this Agreement for cause by Customer.
Termination for ConvenienceSubject to any applicable limitations set forth in Customer Agreements, for any Customer that initiated automatic account provisioning through the Customer Agreement available (or any other page on this website) iorad may terminate this Agreement for convenience upon 60 days’ written notice to the Customer. In the event of iorad’s termination for convenience, iorad will issue the Customer a pro-rata refund of Fees paid for Services not rendered.
Effects of TerminationUpon termination of this Agreement for any reason, all Customer Agreements (and related Order Forms) will automatically terminate and: (i) Customer will immediately cease all use of the Site and Services; (ii) Customer will have no further access to its Customer account provided by iorad, and (iii) Customer will pay iorad all unpaid Fees to iorad. If Customer terminates this Agreement for cause, iorad will refund to Customer any unearned Fees that Customer paid in advance for the Services. If iorad terminates this Agreement for cause, then, without limiting any other remedies that may be available, Customer will pay any unpaid Fees covering the remainder of the term of each Customer Agreement (and outstanding Order Forms) after the date of termination. In no event will termination relieve Customer of its obligation to pay any amounts and Fees payable to iorad for the period prior to the date of termination and other obligations that survive termination of this Agreement.
SurvivalAny provision of this Agreement that, either by its terms or to give effect to its meaning, must survive, and such other provisions that expressly or by their nature are intended to survive termination shall survive the expiration or termination of this Agreement. Without limiting the foregoing, the Fees, Intellectual Property, Confidential Information and Security Requirements, Disclosure of Warranties, Limitations on Liability, Mutual Indemnification and General sections shall survive the expiration or termination of this Agreement.
Links to Third Party Websites
The Company may provide hyperlinks to third-party websites as a convenience to users of the Site. The Company does not control any third-party website and is not responsible for and makes no representations concerning the contents of any hyperlinked third-party website or any hyperlink in a hyperlinked site. The Company does not endorse, recommend or approve any third-party website or the contents of any third-party website hyperlinked from the Site. The Company shall have no liability to any entity for the content or use of the content available through such hyperlink.
General
AssignmentNeither Party may assign or otherwise transfer any of its rights or obligations hereunder, (except by merger, sale of assets, change of control, operation of law or otherwise) without the prior written consent of the other Party (not to be unreasonably withheld), and any attempted assignment without such consent will be void. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including all exhibits), without the consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its shares or assets. In the event of such assignment, Party will notify the other Party in writing.
Relationship of the PartiesNo agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither Party has any authority of any kind to bind the other in any respect.
Force MajeureExcept for payment obligations, neither Party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such Party’s reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lockouts or labor disruptions; epidemics; pandemics; and any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
Counterparts and InterpretationThis Agreement may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the Parties. Headings are for convenience only and are not to be considered in construing or interpreting this Agreement. This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or interference against the Party drafting this Agreement in construing or interpreting the provisions hereof.
SeverabilityEach provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, the illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of this Agreement or of that provision in any other jurisdiction.
NoticesFor purposes of service messages and notices about the Site or Services, iorad may place a banner notice across the Services or Site to alert Customer. Alternatively, notice may consist of an email from Iorad to an email address associated with Customer’s account, even if Iorad has other contact information. For communication about Customer’s account and services associated with Iorad, Iorad may contact Customer or its Authorized Users through its Customer account or through other means including email, mobile number, telephone, or delivery services such as the postal service. Customer acknowledges and agrees that Iorad shall have no liability associated with or arising from Customer’s failure to maintain accurate contact or other information, including, but not limited to, Customer’s failure to receive critical information about the Services. Notices to Iorad must be delivered by email with a duplicate copy sent via registered mail to the following address: iorad inc. Attention: Legal. 1 Canal St, Unit 1119 Boston, MA 02214. This contact information provided may be updated by giving notice in accordance with this Section “Notices”. For contractual purposes, you (1) consent to receive communications from iorad in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that iorad provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
Notice for any updates or changes to our Privacy Policy will be provided as stated in the Privacy Policy.
WaiversNo waiver of any provision of this Agreement is binding unless it is in writing and signed by all Parties to this Agreement, except that any provision that does not give rights or benefits to particular Parties may be waived in writing, signed only by those Parties who have rights under, or hold the benefit of, the provision being waived if those Parties promptly send a copy of the executed waiver to all other Parties. No failure to exercise and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.
Waiver of Jury TrialYOU AND IORAD HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and iorad are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified below. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms of Use as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Governing Law, Jurisdiction and VenueThis Agreement and each of the documents contemplated by or delivered under or in connection with this Agreement are governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the Commonwealth of Massachusetts. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in Massachusetts, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in Massachusetts, such personal jurisdiction shall be nonexclusive.
Binding ArbitrationIt is the intention of the Parties to use their reasonable best efforts to informally resolve, where possible, any dispute, claim, demand or controversy arising out of the performance of this Agreement by mutual negotiation and cooperation, a period of which shall be no less than five (5) business days from first notice of any such dispute. In the event the Parties are unable to informally resolve any such dispute, including relating to this Agreement, the Parties agree to arbitrate any controversy, claim or dispute between them arising out of or in any way related to this Agreement and any disputes upon termination of the relationship, including claims for violation of any local, state or federal law, statute, regulation or ordinance or common law. The arbitration will be conducted in the county court having jurisdiction for the city of Boston, MA by a single neutral arbitrator and in accordance with the American Arbitration Association’s (“AAA”) then current Commercial Arbitration Rules’ expedited procedures for resolution. Notwithstanding the provision in the preceding or subsequent paragraph with respect to applicable substantive law, the arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). The arbitrator shall have the power to enter any award that could be entered by a judge of the trial court of the State of Massachusetts, and only such power, and shall follow the law. In the event the arbitrator does not follow the law, the arbitrator will have exceeded the scope of his or her authority and the parties may, at their option, file a motion to vacate the award in court. The parties agree to abide by and perform any award rendered by the arbitrator. Judgment on the award may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to costs and attorneys’ fees. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
Entire AgreementThis Agreement, and to the extent applicable, any outstanding Customer Agreement(s) between you and iorad, collectively set forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
The terms of purchase orders, payment documents, or similar documents Customer submits to iorad will not amend or become part of this Agreement and will not be binding on iorad. All such terms are hereby rejected.
