IRIS SOFTWARE LICENSE AGREEMENT
This software license is an “Agreement” between PicNix, LLC and you, the “User” of "Iris," referred to hereinafter as “the Software,” or between the User and one of Iris’ affiliates, based upon where you live, hereinafter referred to as “the Software,” and the User’s download and use of the Software, which includes the media on which you received it, if any. The terms of this agreement also apply to the automatic renewal program and to any updates, supplements, Internet-based services, and support services for the Software provided by Iris, unless other terms accompany these items, in which case these terms apply. If you are viewing this Agreement via Internet, by clicking "I Accept,” you agree to accept the terms of this license. If you are not in agreement with the terms described below, click the "I Do Not Accept" icon, and you will be disconnected from the Software. If you are reading or viewing this Agreement using any media, by using the Software you agree to accept the terms of this License Agreement. If you do not agree with all of the terms and conditions of this agreement, do not use the Software.
The Software is an image control product that consists of client Software installed on your personal computing device that analyzes images displayed by your computing device, and based on that analysis blocks images deemed inappropriate. Iris may at any time, without notice or liability, restrict the use of the Software or limit its availability in order to perform maintenance activities. As described below, your use of the Software also operates as your consent to the transmission of certain device information to Iris during the installation and configuration of the Software and for use of the services that constitute an integral part of the Software. If you comply with these License terms, you have the rights below as a licensed user of the Software for each license that you acquire.
1. Software, Installation, andUse
The Software includes personal computing device software and access to related services, including but not limited to image categorization, user profiles, and usage reporting.
a) This agreement is a nonexclusive and nontransferable license entitling you to install one copy of the Software on up to five (5) personal computing devices, each of which will be referred to as a licensed device, and to use the Software on such licensed computing devices until this license is terminated. Only one user may use the Software at a time on each licensed device. Please contact Iris at 1.989.720.8012 if you plan to use the Software on more than five (5) computing devices to discuss available options for additional or multiple licensing.
b) This Agreement is effective on the date you download the Software and continues in effect for the duration of the initial term you have selected and paid for (the "Initial Term") and for each successive Renewal Term (as defined below). You agree and understand that the Software requires a monthly or yearly renewal in order for you to continue using it. Should you choose not to renew your subscription to the Software, your account may be deactivated at the end of the applicable Initial Term or “Renewal Term” for which you have paid, at which time the Software will cease to function and your license to use the software as described in this agreement will terminate.
c) Upon expiration of the Initial Term and any renewal term, this Agreement will renew automatically without further action on your part for a term equal to the term you selected during the initial download (monthly or annual). You will be charged for the license and service fees for the applicable Renewal Term as described in Section 6 below.
d) You must agree to provide Iris with accurate and truthful registration information, including, but not limited to, your name, postal address, telephone number and credit card or billing information, and to keep your registration information current during the term of this Agreement.
e) The Software may include more than one version, including versions designed to operate on different operating systems.
f) You may uninstall the Software from one personal computer and install it on another personal computer, but you may not do so as a means of installing the Software on more than five personal computing devices.
2. Free Trial Period
Iris may offer a free trial period for the Software. During the free trial period you may use the Software without being charged, subject in all respects to the terms and conditions of this Agreement. At the expiration of the free trial period, you will be required to pay for a version of the Software appropriate for your operating system and device, or to uninstall the Software. Trial accounts that are not activated may be purged from our systems after expiration.
3. User’s Restrictions
You may not use the Software or Internet-based services in any way that could harm those services or impair any other User’s access to or use of these services. You may not use these services to gain, or attempt to gain, unauthorized access to any service, data, account or network by any means.
4. Scope of License.
a) The Software is licensed, not sold. This Agreement only gives you certain rights to use the Software. Iris reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the Software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the Software that only allow you to use it in certain ways. You may not work around any technical limitations in the Software: reverse engineer; decompile; disassemble; translate; alter; adapt or modify the Software; use components of the Software to run applications not running on the Software; make more copies of the Software than specified in this Agreement or allowed by applicable law, despite this limitation; publish the Software for others to copy; rent, lease, or lend the Software; use the Software for commercial software or Internet hosting services; or remove or alter the copyright or trademark notices on the Software. You may not use the Software services to upload, transmit, or transfer any data, information, materials, or content to Iris or any third party other than transmissions or transfers of information necessary for the intended use of the Software. You also agree not to use the Software for any unlawful or improper purpose.
b) Iris has the right to terminate this license agreement and deactivate your account upon your breach of any term or obligation in this agreement. Iris will retain all fees and other monies paid prior to termination without refund of fees allocable to any remaining portion of the current term. Upon termination of this Agreement, any monies owed by you to Iris will become due and payable immediately upon such termination.
Iris reserves the right to accept or not accept certain methods of payment and reserves the right to change fees or billing methods at any time. Any changes in fees or billing methods will be effective upon notice to you or 5 days after Iris publishes the new fees or billing methods on its website, whichever occurs first. The subscription fee for the Initial Term and for each Renewal Term is billed and collected in advance. You must maintain an active and valid e-mail account for the term of your subscription. It is your responsibility to notify Iris of e-mail address changes. Late charges or service fees may be applied if accounts are ten (10) or more days past due and will not be waived if you fail to receive notice due to your inactive e-mail account, an e-mail account set up to block Iris e-mail correspondence, or an invalid e-mail account. Any account that is 10 or more days past due will be deactivated by Iris and may be terminated at the discretion of Iris. Iris will apply a late fee or service charge of 1.5% per month for past due balances. Annual and monthly charges for each respective Renewal Term will be charged automatically to your credit card upon commencement of each Renewal Term as described in Section 6 below. Iris is under no obligation to, and does not currently, provide prorated refunds.
6. Automatic Renewal
In order to ensure that you do not experience a lapse in the protection provided by the Software, Iris will automatically charge your account for the applicable license and service fees at the then-current annual or monthly subscription rate for the Software upon commencement of each Renewal Term. Iris will send you a notice by e-mail approximately five (5) days prior to expiration of the Initial Term or applicable Renewal Term confirming your participation in the automatic renewal program utilizing a "Renewal Notice." Your account will be automatically renewed following delivery of the Renewal Notice, and your Renewal Term will be deemed to commence at 12:01 a.m. on the calendar day immediately following the expiration of the Initial Term or any immediate preceding Renewal Term. You must notify Iris three (3) days in advance of the expiration of the Initial Term or
Applicable Renewal Term if you wish to terminate automatic renewal of your Software subscription. Termination of the automatic renewal does not cancel your account.
To cancel your subscription to the Software, you may do so by signing into your account at www.meetiris.ai, and follow the instructions therein to cancel the account. Cancellation requests by e-mail will not be accepted. You will receive a response to your cancellation request by e-mail, confirming that the account has been closed. Uninstalling the Software does not cancel your account. You agree that all fees paid to Iris prior to your cancellation may be retained by Iris and are not subject to refund.
Any person having valid access to your computer or internal network may copy and use the documentation associated with the Software for your internal, reference purposes.
9. Export Restrictions
The Software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users, and end use. Iris makes no representation that the software is appropriate or available for use outside the United States from locations where its use is prohibited. You represent and warrant that (a) no U.S. federal agency has suspended, revoked, or denied your export privileges, (b) you are not a national or resident of and are not located in, nor will you ship or transmit the Software to any country subject to a U.S. embargo (or any national or resident of any such country), and (c) you will not ship or transmit the Software to any, nor are you (by affiliation or otherwise), a person or entity on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List or Entities List.
10. Entire Agreement
This Agreement (including the warranty below), additional terms and the terms for supplements, updates, software, Internet-based services and support services that you may use in connection with the Software, are the entire Agreement for the Software and support services offered by Iris and its affiliates.
11. Applicable Law and Tax
This Agreement is governed by Michigan law applicable to contracts entered into and performed entirely within Michigan. If any paragraph or portion of any paragraph in this Agreement shall be determined to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity and enforceability of the remaining valid and enforceable paragraphs hereof, which shall be construed as if such invalid or unenforceable paragraph or paragraphs had not been inserted. Any purchase of a license to the Software over the Internet shall be deemed to have occurred in the State of Michigan, United States of America. Any action arising under, relating to or connected with this Agreement or the use of the Software will be filed only in an appropriate court located in Shiawassee County, Michigan, and the parties irrevocably consent and submit to the exclusive personal jurisdiction of such court for such purposes. You are solely responsible for all sales, use, ad valorem, value-added, or other taxes associated with your licensing and use of the Software.
12. Legal Effect
This Agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the party from whom you acquired the Software. This Agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.
13. Disclosure as to Accuracy of Analysis/Rating
Owing to the ever-changing nature of available images, no rating system, filter and/or blocking application will perform without error 100% of the time. PicNix LLC does not accept liability and makes no warranties, express or implied, including, but not limited to, incorrect analysis, which may also result in incorrect blocking and/or allowing images when the Software is in use. PicNix LLC strives for perfection in its analysis and blocking software applications. Occasionally, but rarely, an image may be rated incorrectly. If you believe an image is rated incorrectly, you may request a review of the image by sending the image to us via the appropriate feedback options within the Software. We may or may not make changes based on user feedback, and such changes, if any, regarding the analysis of any particular image will remain at the sole discretion of PicNix LLC.
14. Limitation on and Exclusion of Damages
You can recover from Iris, its suppliers, affiliates, resellers, and distributors only direct damages up to the amount you paid for the Software, or receive replacement or repair of the Software in accordance with the terms of Paragraph 16 below. You cannot recover any consequential, incidental, indirect, punitive, exemplary, or special damages (including damages relating to lost profits, lost data, or loss of good will) arising out of, relating to, or connected with the use of the Software, regardless of the nature of the claim or upon advisement of the possibility of such damages. This limitation applies to anything related to the Software services, content (including code) on third party Internet sites, third party programs, claims for breach of contract, breach of warranty, guarantee, condition or strict liability, claims of negligence or other tort claims to the extent permitted by applicable law, limitation of claim to repair or replace, or refund for Software if it does not fully compensate you for any losses Iris knew of or should have known about the possibility of the damages. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Limitations may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.
15. Waiver and Severability
A waiver by either party of any term or condition of this agreement or any breach thereof, in any one instance, will not be deemed or construed to be a waiver of such term or condition or any subsequent breach thereof. If a court of competent jurisdiction holds that any provision of this agreement is invalid or unenforceable as applied to any particular facts or circumstances, then (a) such ruling will not impair the validity and enforceability of the relevant provision as applied to any other particular facts or circumstances, (b) the validity of the other provisions of this Agreement shall not in any way be affected or impaired, and (c) the relevant provision shall be reformed without further action by the parties to make the provision valid and enforceable when applied to the same facts and circumstances.
Iris reserves the right, at its discretion, to update or revise the terms of this Software license agreement without notice by posting an updated version at www.MeetIris.ai. Your continued use of the Software following the posting of any changes to this Software license agreement constitutes acceptance of such changes. Otherwise, no waiver, amendment, supplementation or modification of any provision of this Agreement will be effective, except pursuant to a written instrument signed by Iris.
17. Limited Warranty
If you follow the instructions and the Software is properly licensed, the following limited warranty will apply: the Software will perform substantially as described in the Iris materials that you receive in or with the Software or as published on our website at www.MeetIris.ai.
a) This warranty does not cover problems caused by your acts (or failures to
act), the acts of others, or events beyond the reasonable control of Iris.
b) If you notify Iris in writing of a breach in the warranty in this Section 17, Iris will repair or replace, at Iris’s option, the Software at no charge. If Iris cannot repair or replace it, Iris will refund the amount shown on your receipt for the Software. You must uninstall the Software and return any media and other associated materials to Iris with proof of purchase to obtain a refund. These are your only remedies for breach of the limited warranty.
c) You may have additional consumer rights under your local laws, which this Agreement cannot change.
d) You need proof of purchase for warranty service. For warranty service or information about how to obtain a refund for software, contact Iris at 989.720.8012 or visit www.MeetIris.ai.
e) This limited warranty is the only warranty from Iris. The software is licensed to you "as-is." to the extent allowed by your local laws, Iris hereby disclaims and excludes all implied guarantees and warranties, including without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. If your local laws give you any implied warranties or guarantees other than those set forth in this Agreement, they will be (to the extent permitted by law) limited to terms of this limited warranty.
f) This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. You may also have other rights which vary from country to country, if applicable.
18. Binding Effect and Survival
This agreement is binding on and made for the benefit of the parties and their successors and permitted assigns. In addition,
(a) all of the provisions of this agreement that limit damages and liability for and disclaim warranties and guaranties by Iris, shall apply to Iris’s suppliers, affiliates, resellers and distributors and
(b) all of the provisions of this agreement that (i) limit damages and liability for and disclaim warranties and guaranties, (ii) provide for the interpretation of this agreement and (iii) set forth general legal terms (such as choice of law and venue) shall survive the expiration or termination of this Agreement.
PO Box 471
Owosso, MI 48867
United States of America