Iron Funnel Terms of Service
RIOHI LLC (“Iron Funnel,” “we” or “our”) provides URL shortening, custom-branded
link, and link management and analytics products and services to its users (collectively, the “Iron Funnel
Services”). Please read these Terms of Service (the “Agreement”) carefully, as they govern your access to and
use of the Iron Funnel Services and constitutes a binding legal agreement between you and Iron Funnel. If you
accept this Agreement or use the Iron Funnel Services on behalf of a company or other legal entity, you
represent and warrant that you have the authority to bind that company or other legal entity to the Agreement
and, in such event, “you”, “your” and “Customer” will refer and apply to that company or other legal entity.
If you have been granted access to and use of the Iron Funnel Services by and on behalf of the primary account
holder, whether directly or through an administrator, you also agree to abide by this Agreement. In addition
and Iron Funnel’s DMCA Copyright Policy.
YOU ACKNOWLEDGE AND AGREE THAT, BY CREATING A Iron Funnel ACCOUNT,
PURCHASING A PAID ACCOUNT, OR ACCESSING OR USING THE Iron Funnel SERVICES, YOU ARE INDICATING THAT YOU HAVE
READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO
RIGHT TO ACCESS OR USE THE Iron Funnel SERVICES.
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION
WAIVER AS DESCRIBED IN THE ARBITRATION SECTION BELOW. YOU AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY
BINDING, INDIVIDUAL ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A
PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
- SCOPE & MODIFICATIONS
- Modifications. Iron Funnel reserves the right, in its sole discretion, to modify or
replace this Agreement at any time. If we modify these Terms, we will post the modification on our site
or provide you with notice of the modification on your Iron Funnel Account Details page. By continuing
to access or use the Iron Funnel Services after the effective date of the modification, you are
indicating that you agree to be bound by the modified Agreement. Customer agrees that it is Customer’s
responsibility to check this Agreement periodically for changes and that its use of the Iron Funnel
Services following the posting of any changes to this Agreement constitutes acceptance of those changes.
If the modified Agreement is not acceptable to you, your only recourse is to cease using the Iron Funnel
- Scope & Current Offerings. As of the Effective Date, Iron Funnel offers certain
Iron Funnel Services to Customer. Iron Funnel may add, remove, suspend, discontinue, modify or update
the Iron Funnel Services at any time, at its discretion. After the effective date of such update, Iron
Funnel shall bear no obligation to run, provide or support legacy versions of the Iron Funnel Services.
- Iron Funnel Enterprise Customers. If you have purchased a Iron Funnel Enterprise
Plan, these terms may be supplemented or modified by a supplemental enterprise agreement and one or more
order forms, the terms of which will control to the extent they conflict with these Terms.
- Support, Uptime & Training. The training and level of customer support for the
tier of Iron Funnel Services you purchase is set forth on the Iron Funnel Services pricing page.
- PAID ACCOUNTS
- Fees. Iron Funnel offers fee-based Iron Funnel Services that provide additional
features and functionality. Pricing and services for paid accounts are described on Iron Funnel’s
Services pricing page and may be updated from time to time. If you sign up for a paid account, you agree
to pay Iron Funnel all applicable fees for the tier of Iron Funnel Services according to your selection.
Fees are non-refundable except as required by law or as otherwise specifically permitted in this
- Auto-renewals and Trials. If your account is set to auto-renew or is in a trial
period and you have already provided a method of payment to Iron Funnel for the Services, Iron Funnel
will charge your payment account automatically at the end of the trial or beginning of each renewal term
for the renewal term, unless you notify us that you want to cancel or disable auto-renewal before the
expiration of the then-current term. You may terminate the Agreement in your account’s Account Details
page, or, if you purchased your Service through a Iron Funnel account representative by contacting your
Iron Funnel account representative. If you are on a paid account plan lasting twelve (12) months or
longer, we will notify you within 30 days before your account renews, including any changes in the Fees
for the plan.
- Payment. Customer will pay Iron Funnel invoices on the payment interval selected. If
not otherwise specified, payments will be due immediately. Customer authorizes Iron Funnel to charge
Customer for all applicable Fees using Customer’s selected payment method through Iron Funnel’s online
payments platform. Customer will provide complete and accurate billing and contact information to Iron
Funnel. Iron Funnel may suspend or terminate the Services if Fees are past due. Unpaid Fees are subject
to a finance charge of one percent (1.5%) per month (18% per annum), or the maximum permitted by law,
whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees.
- Taxes. Fees are exclusive of taxes, duties, levies, tariffs, and other governmental
charges (collectively, “Taxes”), and Customer is responsible for all Taxes resulting from this Agreement
or Customer’s use of the Iron Funnel Services. Iron Funnel will invoice Customer for Taxes when required
to do so by applicable law, and Customer agrees to provide payment under the terms of the invoice. In
the event Customer is required by law to deduct and withhold any Taxes on amounts payable under this
Agreement, any amounts required to be withheld will be promptly deducted and timely remitted by the
Customer on behalf of Iron Funnel to the appropriate taxation authority and Customer agrees that it will
provide Iron Funnel with copies of all necessary documents (including but not limited to tax receipts
received from the applicable tax authority) in order for Iron Funnel to claim and receive a foreign tax
credit in an amount corresponding to the amount withheld by the Customer.
- Downgrades. Iron Funnel reserves the right to downgrade, suspend or terminate
Customer’s access to any or all Iron Funnel Services if Fees are past due.
- LICENSE, METRICS AND COMPLIANCE;
- License to Iron Funnel Services. Subject to the terms and conditions of this
Agreement and payment of all Fees due hereunder, Iron Funnel grants Customer, and any other party agreed
in an Order Form, a limited, revocable, non-exclusive, non-sublicensable, non-transferable right and
license to use the Iron Funnel Services solely to shorten uniform resource locators (“URL”), receive
Customers, to utilize the other products and services defined on the applicable Order Form during the
- Iron Funnel Link Metrics. As part of the provision of Iron Funnel Services, Iron
Funnel collects and generates Iron Funnel Link Metrics, which are described in Iron Funnel’s Privacy
Policy. Certain, limited Iron Funnel Link Metrics are published on Iron Funnel’s website. Customer
acknowledges and agrees that all Iron Funnel Link Metrics are owned by Iron Funnel, and that Iron Funnel
has the right to use, license, sell or otherwise dispose of Iron Funnel Link Metrics as detailed in Iron
Customer may access, use, and copy the limited Iron Funnel Link Metrics we make available to Customer
according to the Customer’s service tier. Customer may not combine any Iron Funnel Link Metrics with any
personally identifiable information and may not sublicense, sell, syndicate or otherwise share Iron
Funnel Link Metrics with any third party.
- Access Credentials. Iron Funnel shall provide Customer with non-transferable access
credentials for the Iron Funnel Services. Customer shall not (i) misrepresent or mask identities when
using the Iron Funnel Services or seeking access credentials; (ii) select or use as a username or
Branded Short Domain a name subject to any rights of a person or entity other than Customer without
appropriate authorization; (iii) select or use, as Customer’s username or Branded Short Domain, a name
that is otherwise offensive, vulgar or obscene; or (iv) exceed any access permitted by Iron Funnel.
Customer shall safeguard all access credentials provided by Iron Funnel and shall ensure the
confidentiality and security thereof. To the extent Customer is a corporate entity rather than an
individual (1) only employees and contractors of Customer (“Personnel”) may use the Iron Funnel
Services; (2) Customer shall require its Personnel to comply with all Laws and the use restrictions
(including user seat restrictions) set out in the Agreement or otherwise prescribed by Iron Funnel and
shall not share access credentials to exceed the user limitations of the service tier Customer has
purchased; (3) Customer represents and warrants that its Personnel have the capacity and authority to
enter into this Agreement; and (4) Customer acknowledges that it shall be fully responsible for any acts
or omissions of its Personnel, whether authorized or unauthorized. Iron Funnel may update, refresh or
change the manner of accessing the Iron Funnel Services in its discretion.
- Compliance Monitoring. Iron Funnel may monitor Customer’s use of the Iron Funnel
Services for compliance with the Agreement. If Iron Funnel observes usage of the Iron Funnel Services
that it believes are not in compliance with the Agreement, Iron Funnel will notify the Customer and give
the Customer five (5) business days to remedy its non-compliance. If Customer does not remedy its
non-compliance within five (5) business days, Iron Funnel reserves the right to suspend or terminate
Customer’s use of the Iron Funnel Services. Iron Funnel reserves the right to suspend Customer’s use of
the Iron Funnel Services without notice in the event that it believes, in good faith, the security of
Customer’s Iron Funnel account has been compromised, or the Customer’s Iron Funnel account is being used
for an unlawful purpose. And may suspend or terminate Customer’s access to the Services without notice
for violation of the Agreement.
- INTELLECTUAL PROPERTY & LICENSE RESTRICTIONS
- Ownership. Except for any Customer Content or Customer Services, Customer
acknowledges and agrees that Iron Funnel is the sole and exclusive owner of all right, title and
interest in and to the Iron Funnel Services and Iron Funnel Link Metrics and all related documentation,
source code, tools, scripts, processes, techniques, methodologies, inventions, know-how, concepts,
formatting, arrangements, visual attributes, ideas, database rights, copyrights, patents, trade secrets,
and other intellectual property, and all derivatives, enhancements, modifications and improvements
thereof (“Iron Funnel Materials”). Nothing in this Agreement or any other document shall be deemed to
transfer ownership of the Iron Funnel Materials. Except for the limited license rights expressly granted
herein, no rights to Iron Funnel Materials are granted hereunder and all rights in such Iron Funnel
Materials are reserved.
- Feedback. Customer is not required to provide any suggestions, enhancement requests,
recommendations or other feedback regarding the Iron Funnel Services or Iron Funnel Link Metrics
(“Feedback”). However, if Customer does so, all right, title and interest in and to such Feedback shall
be assigned to, and shall become the sole and exclusive property of, Iron Funnel upon its creation.
- License Restrictions. Customer shall not share access credentials to exceed the user
limitations of the service tier Customer has purchased. Customer and its Personnel shall not, and shall
not permit any third party to: (i) access the Services or export data from the Services to create a
service, software, documentation or data for a URL shortening service other than Iron Funnel or create
shortened links or a service that is competitive with, substantially similar or confusingly similar to
any aspect of the Iron Funnel Services or Iron Funnel Link Metrics; (ii) use, modify, display, perform,
copy, disclose or create derivative works of the Iron Funnel Services except as expressly permitted
herein; (iii) reverse engineer, decompile, disassemble, mimic, screen-scrape, frame or mirror the Iron
Funnel Services or Iron Funnel Link Metrics, or use any other means to attempt to discover their source
code except as expressly permitted herein; (iv) benchmark, encumber, distribute, sublicense, assign,
share, sell, rent, lease, pledge or otherwise transfer the Iron Funnel Services or Iron Funnel Link
Metrics to any third party; (v) transmit harmful, disabling or malicious code or devices, or infringing,
defamatory, unlawful, tortious, deceptive, misleading, fraudulent, abusive, indecent or otherwise
offensive content, or content that contains someone’s personal information or violates a third party’s
intellectual property, privacy or publicity rights (“Prohibited Content”) through the Iron Funnel
Services; (vi) access via automated or unauthorized means, interfere with, disrupt or attempt to
monitor, override access or circumvent security measures for, the Iron Funnel Services or Iron Funnel
Link Metrics or related systems, including via robots, spiders and other electronic methods; and (vii)
obscure, remove or alter any proprietary rights or other notices on the Iron Funnel Services or Iron
Funnel Link Metrics. Notwithstanding anything to the contrary herein, Iron Funnel may, in its sole
discretion, immediately revoke the grant of rights set forth in Section 3 if Customer breaches or
threatens to breach the restrictions in this Section or creates other security or legal concerns.
Customer hereby agrees that Iron Funnel will be entitled, in addition to any other remedies available to
it at law or in equity, to injunctive relief to prevent the breach or threatened breach of Customer’s
obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.
- Technical Restrictions. Customer shall not exceed the number and/or frequency of API
calls, concurrent URL shortens or other access to or use of Iron Funnel Services in the relevant
documentation or as otherwise provided by Iron Funnel in an Order Form. If Iron Funnel believes that
Customer has attempted to exceed or circumvent these limitations, Iron Funnel may suspend or block
Customer’s access to the Iron Funnel Services. Iron Funnel may monitor Customer’s use of the Iron Funnel
Services, including to ensure Customer’s compliance with this Agreement.
- Open Source Software. Iron Funnel Services may incorporate software that is subject
to terms that, as a condition of use, copying, modification or redistribution, require such software and
derivative works thereof to be disclosed or distributed in source code form, to be licensed for the
purpose of making derivative works, or to be redistributed free of charge (“Open Source Software”). To
the extent any Open Source Software license terms are inconsistent with this Agreement, then such rights
in the applicable Open Source Software license shall take precedence over the rights granted in this
Agreement, but solely with respect to such Open Source Software. Any applicable Open Source Software
license is solely between Customer and the applicable licensor of the Open Source Software and Customer
shall comply with the applicable Open Source Software license.
- Third Party Materials. Iron Funnel Services may utilize third party software or
source code, including without limitation Open Source Software (“Third Party Materials”). Iron Funnel
has no control over Third Party Materials. Accordingly, Iron Funnel is not responsible or liable for any
Third Party Materials. While Iron Funnel has no obligation to monitor Third Party Materials, Iron Funnel
may remove or modify such Third Party Materials in its discretion, including without limitation to
comply with Law. Customer agrees to comply with all terms and conditions and privacy policies related to
any Third Party Materials.
- Trademarks. Iron Funnel grants Customer a limited, revocable, non-exclusive,
non-transferable, non-sublicensable license to access and use Iron Funnel’s names, logos, designs, and
other trademarks incorporated into the Iron Funnel Services (“Iron Funnel Marks”) during the Term and
solely for the purposes of displaying such notice as part of the Iron Funnel Services. Customer
recognizes the validity of the Iron Funnel Marks and Iron Funnel’s ownership and title thereto. Any
goodwill derived from the use of the Iron Funnel Marks by Customer shall inure to the benefit Iron
Funnel. Customer will not challenge the Iron Funnel Marks, or Iron Funnel’s ownership and title thereto,
or the USPTO application or registration thereof, either during or subsequent to the term of this
Agreement. Customer shall execute such documents as may be reasonably requested by Iron Funnel, or
required by law, to establish Iron Funnel’s sole and exclusive ownership and rights in the Iron Funnel
Marks, or to obtain registration thereof. Customer agrees to use the Iron Funnel Marks consistent with
Iron Funnel’s Brand Assets it makes available at https://IronFunnel.com/pages/press, so as to protect
and maintain the Iron Funnel Marks and Iron Funnel’s rights therein. To this end, Iron Funnel shall have
the right to revoke the license granted in this Section and/or to review and approve the manner of use
of the Iron Funnel Marks, and Customer agrees to modify the use of any Iron Funnel Marks which do not
meet Iron Funnel’s standards. Notwithstanding the foregoing, Customer may not use any Iron Funnel Marks
in any manner implying any partnership with, sponsorship by, or endorsement by Iron Funnel.
- CUSTOMER SERVICES, CONTENT AND INFORMATION
- Customer Services. Iron Funnel shall have no liability for any Customer product or
service accessed through or making use of the Iron Funnel Services or any end user, customer or
Personnel’s use thereof (“Customer Service”). Customer shall not use the Iron Funnel Services in any
manner implying any partnership with, sponsorship by, or endorsement of the Customer Service by Iron
Funnel. Customer shall not suggest or imply that Iron Funnel is the author of or otherwise responsible
for the views or content of the Customer Service. The Iron Funnel Services shall not be used in
connection with any Prohibited Content, or any activities where the use or failure of the Iron Funnel
Services could lead to death, personal injury or property or environmental damage or adversely impact or
impose liability on Iron Funnel in any manner.
- Customer Content. Customer hereby grants to Iron Funnel an irrevocable, perpetual,
non-exclusive, sublicensable, transferable, royalty-free, worldwide license, to use, copy, import,
display, reproduce, perform, distribute, create derivative works, alter or modify all URLs and other
information provided by Customer to Iron Funnel (“Customer Content”) in connection with the provision,
operation and promotion of the Iron Funnel Services, creation of Iron Funnel Link Metrics and for other
business purposes. Iron Funnel’s collection, use and sharing of personal information Iron Funnel
receives from Customer or third parties (including social media networks) is described Iron Funnel’s
Account with an email address on a domain owned by an organization, such as your employer, we may share
your email address and information about your Account with our sales team and the business to explore
the business’ interest in creating or managing an enterprise account or for related purposes.
- REPRESENTATIONS AND WARRANTIES
- Customer Content Warranties. Customer represents and warrants that Customer Content
and all information on which the Iron Funnel Link Metrics are based, and the receipt, collection, use
and provision thereof, shall not infringe or violate any third party rights, including without
limitation any intellectual property, privacy and publicity rights; (ii) the Customer Content, and any
information on which the Iron Funnel Link Metrics are based, was received, collected, used and provided
to Iron Funnel in compliance with all applicable laws, rules and regulations and self-regulatory
guidelines and requirements, including without limitation laws on privacy and data security, unsolicited
messaging, unfair or deceptive practices, or United States trade or export restrictions (“Laws”); (iii)
it has obtained all necessary consents, approvals or other authorizations or permissions for, and has
complied with its posted privacy policies and all third-party terms and conditions or privacy policies
in connection with, its receipt, use and/or provision of the Customer Content and all information on
which the Iron Funnel Link Metrics are based; and (v) that none of the Customer Content or information
or data on which the Iron Funnel Link Metrics are based contains any personally identifiable information
or persistent identifiers from individuals under the age of 13.
- Further Customer Warranties. Customer further represents and warrants that (i) it has
implemented or contractually required industry-standard security measures to help protect the security
and integrity of, and prevent, unauthorized access to the Iron Funnel Services or Iron Funnel Link
Metrics, Customer Content and Customer Services; (ii) it will not do anything that will make the Iron
Funnel Services subject to any open source or similar license which creates an obligation to grant any
rights in the Iron Funnel Services; (iii) it will not disrupt, disable, erase, alter, harm, damage,
interfere with or otherwise impair in any manner the Iron Funnel Services or Iron Funnel Link Metrics;
(iv) in the event of any security breach or unauthorized access to any Iron Funnel Services, Iron Funnel
Link Metrics, Customer Content and Customer Services, Customer will immediately investigate such breach
and notify Iron Funnel in writing, and, unless otherwise notified by Iron Funnel, take all corrective
action necessary to remedy such breach and/or comply with applicable Law and the requirements of Iron
Funnel, all at Customer’s cost; and (v) Customer, Customer’s use of the Iron Funnel Services, the
Customer Content and Customer Services will comply with all Laws and not violate or infringe upon any
third party intellectual property, privacy or publicity rights.
- Iron Funnel DISCLAIMERS. Iron Funnel SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”
WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES
IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. Iron
Funnel DOES NOT WARRANT THAT: (I) THE Iron Funnel SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR
TIME OR LOCATION; (II) SHORTENED URLS, THE Iron Funnel SERVICES AND Iron Funnel LINK METRICS WILL BE
ACCURATE, ERROR-FREE OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE Iron Funnel SERVICES ARE
SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THE RESULTS OF USING THE Iron Funnel SERVICES
OR Iron Funnel LINK METRICS WILL MEET CUSTOMER’S REQUIREMENTS OR ANY OF ITS OR ITS USERS’, PERSONNEL’S
OR CUSTOMERS’ BUSINESS NEEDS; OR (V) THE Iron Funnel SERVICES WILL BE UNINTERRUPTED OR THAT ANY
INTERRUPTION WILL BE CORRECTED IN A TIMELY MANNER. CUSTOMERS USE OF THE Iron Funnel SERVICES AND Iron
Funnel LINK METRICS IS SOLELY AT ITS OWN RISK. FURTHER, Iron Funnel MAKES NO REPRESENTATIONS OR
WARRANTIES AND SHALL ASSUME NO LIABILITY AMOUNTS OR INDEMNITY OBLIGATIONS WITH RESPECT TO ENSURING THAT
CUSTOMER’S USE OF THE Iron Funnel SERVICES AND Iron Funnel LINK METRICS COMPLY WITH ANY LAWS OR
REGULATIONS OUTSIDE THE UNITED STATES AND CUSTOMER SHALL BE SOLELY LIABLE FOR SUCH COMPLIANCE. Iron
Funnel SHALL BEAR NO RESPONSIBILITY FOR THIRD PARTY PRODUCTS OR SERVICES (E.G., OPEN SOURCE SOFTWARE,
SOCIAL MEDIA PLATFORMS, THIRD PARTY MATERIALS OR FOR HOST OR APP STORE PROVIDERS). CUSTOMER RECOGNIZES
THAT THE FIGURES CONTAINED IN THE Iron Funnel LINK METRICS PRODUCED HEREUNDER ARE ESTIMATES AND MAY BE
SUBJECT TO STATISTICAL ERROR. Iron Funnel DOES NOT WARRANT THAT THE Iron Funnel LINK METRICS WILL BE
COMPLETELY CORRECT, ACCURATE, TIMELY OR OTHERWISE RELIABLE. Iron Funnel HEREBY DISCLAIMS ANY LIABILITY
FOR ANY USE OR RELIANCE ON THE Iron Funnel LINK METRICS BY CUSTOMER AND THIRD PARTIES.
- INDEMNIFICATION AND RESPONSIBILITY
- Customer Indemnification. Customer will defend, indemnify and hold harmless Iron
Funnel, its parents, subsidiaries, affiliates and their employees, officers, directors, representatives,
contractors, customers, business partners, successors and assigns (“Iron Funnel Indemnitees”) from and
against any third party claims and actions, and resulting damages, liabilities and costs (including
reasonable attorneys’ fees and expenses) incurred by Iron Funnel Indemnitees arising out of or directly
or indirectly related to (a) the Customer Content, Customer Services or any other Customer products and
services; (b) Customer’s acts and omissions hereunder, breach of this Agreement, or violation of Laws;
and/or (c) any allegation of intellectual property, privacy or publicity infringement concerning
Customer Content or Customer Services. Iron Funnel shall promptly notify Customer of any claim for which
it seeks indemnification; provided, however, that any delay in providing notification shall not vitiate
Customer’s indemnification obligations unless Customer is materially prejudiced thereby. Customer shall
have sole control over the defense of any claim under this Section, except that Iron Funnel may approve
any counsel used by Customer and that Iron Funnel may participate in the defense, at Customer’s cost.
All settlements of indemnification claims require the consent of Iron Funnel.
- LIMITATION OF LIABILITY
- LIABILITY LIMITATION. IN NO EVENT SHALL Iron Funnel BE LIABLE UNDER CONTRACT, TORT,
STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE Iron Funnel
SERVICES, Iron Funnel LINK METRICS OR OTHERWISE HEREUNDER FOR ANY CLAIM RELATED TO (I) ANY LOST PROFITS,
DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); (II) ANY
BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (III) ANY PERMANENT
OR TEMPORARY CESSATION IN THE PROVISION OF THE Iron Funnel SERVICES; (IV) THE DELETION OF, CORRUPTION
OF, OR FAILURE TO STORE, ANY CUSTOMER CONTENT AND OTHER DATA MAINTAINED OR TRANSMITTED BY OR THROUGH
CUSTOMER’S USE OF THE Iron Funnel SERVICES; (V) CUSTOMER’S FAILURE TO PROVIDE Iron Funnel WITH ACCURATE
ACCOUNT OR OTHER INFORMATION; (VI) ANY LIABILITY RESULTING FROM CUSTOMER’S FAILURE TO KEEP ITS PASSWORD
OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (VII) CUSTOMER’S FAILURE TO ACCESS THE Iron Funnel SERVICES
DUE TO MALFUNCTION(S) IN EQUIPMENT, INFRASTRUCTURE, SYSTEM, OR THE NETWORK USED BY CUSTOMER; OR (VIII)
AMOUNTS FOR ALL CLAIMS HEREUNDER IN THE AGGREGATE IN EXCESS OF $100.00.
- TERM AND TERMINATION
- Agreement Term. This Agreement shall commence on the date the Customer accepts this
Agreement by creating an account or purchasing a paid service tier (“Effective Date”) and remain in
effect for the duration of the term selected by Customer, unless otherwise terminated as permitted
herein (“Initial Term”). If your paid account is set to automatically renew, please see section 2(B)
above for the auto-renewal terms.
- Right to Terminate. Iron Funnel may terminate this Agreement immediately in its
discretion. Upon expiration or termination of this Agreement, all applicable rights and access granted
to Customer shall automatically terminate and Customer and its Personnel shall cease any further use of
the Iron Funnel Services and return, or, if directed by Iron Funnel, destroy, all Confidential
Information of Iron Funnel. Any Section of this Agreement which by its nature would survive such
expiration or termination shall so survive.
- GOVERNING LAW & DISPUTES
- Governing Law. This Agreement and the transactions contemplated hereby shall be
governed by and construed under the Federal Arbitration Act and the laws of the State of New York
without regard to the conflicts of law provisions thereof and without regard to the United Nations
Convention on Contracts for the International Sale of Goods.
- Limitation for Bringing Claims. To the fullest extent permitted by law, Customer
agrees any Customer claim or cause of action arising out of, related to or connected with the use of the
Iron Funnel Services, Iron Funnel Link Metrics or this Agreement must be filed within one (1) year after
such claim of action arose or be forever banned.
- Mandatory Arbitration of Disputes. We each agree that any dispute, claim or
controversy arising out of or relating to these Terms of Service or the breach, termination,
enforcement, interpretation or validity thereof or the use of the Services or Content (collectively,
“Disputes”) will be resolved solely by binding, individual arbitration and not in a class,
representative or consolidated action or proceeding. You and Iron Funnel agree that the U.S. Federal
Arbitration Act governs the interpretation and enforcement of these Terms of Service, and that you and
Iron Funnel are each waiving the right to a trial by jury or to participate in a class action. This
arbitration provision shall survive termination of these Terms of Service.
- Exceptions and Opt-out. As limited exceptions to this Dispute Resolution section (i) you may seek
to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to
seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or
misappropriation of our intellectual property rights. This Arbitration Agreement does not apply to
individuals located in the European Economic Area.
- Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American
Arbitration Association (“AAA”). If you are an individual, the arbitration will be conducted under
the AAA’s Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these
Terms of Service. If you enter these Terms of Service on behalf of an organization, the arbitration
will be conducted under the AAA’s Commercial Arbitration Rules. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to
start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other
party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
- If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be
conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or
video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim
exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration
hearings will take place in the county (or parish) where you live, unless we both agree to a
different location. The parties agree that the arbitrator shall have exclusive authority to decide
all issues relating to the interpretation, applicability, enforceability and scope of this
- Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by
the applicable AAA Rules. If you are an individual, we’ll pay for all filing, administration and
arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds
your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs
and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an
award of attorneys’ fees and expenses to the extent provided under applicable law.
- Class Action Waiver. YOU AND Iron Funnel AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY
IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the
arbitrator may not consolidate another person’s claims with your claims, and may not otherwise
preside over any form of a representative or class proceeding. If this specific provision is found
to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
- If Iron Funnel changes any of the terms of this “Dispute Resolution” Section after the date you
first accepted these Terms of Service (or accepted any subsequent changes to these Terms of
Service), you may reject any such change by sending us written notice (including by email to
info@IronFunnel.com) within 30 days of the date such change became effective, as indicated in the
“Last Updated” date above or in the date of Iron Funnel’s email to you notifying you of such change.
By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Iron
Funnel in accordance with the terms of this “Dispute Resolution” section as of the date you first
accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
- Severability. With the exception of any of the provisions in Section 20(e) of these Terms (“Class
Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these
Terms of Service is invalid or unenforceable, the other parts of these Terms of Service will still
- Relationship of the Parties. The parties shall be independent contractors under this
Agreement, and nothing herein will constitute either party as the employer, employee, agent or
representative of the other party, or both parties as joint venturers or partners for any purpose.
- Entire Agreement and Severability. This Agreement is the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior or contemporaneous
communications and proposals (whether oral, written or electronic) between the parties with respect
thereto, including any non-disclosure agreements signed by the parties. Except as may be modified in
writing by the parties, including by a Iron Funnel Enterprise Supplemental Agreement, no additional or
conflicting terms set out on Customer order, invoice, statement or other document, or contained in any
“shrinkwrap” or “clickwrap” agreements, are binding. If any provision of this Agreement is found to be
unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary
so that this Agreement will otherwise remain in full force and effect and enforceable.
- Force Majeure. Except for any Fees due hereunder, neither party shall not be liable
for any delay in performing or failure to perform its obligations hereunder where such delay or failure
results from any cause beyond its reasonable control, including, without limitation, cyber-attacks,
mechanical, electronic or communications failures, acts of God, terrorism, war, natural disasters,
failure of any telecommunications or transportation or of any third party provider or supplier (e.g.,
host or app store providers) or labor disputes.
- Assignment. Except to an affiliate or in the event of a merger, acquisition or other
change of control, neither party may assign this Agreement without the prior written permission of the
other party, and any attempt to do so is void. This Agreement shall be binding on any permitted
successors and assigns.
- Notices. Unless otherwise specified in this Agreement, all notices under this
Agreement will be in writing to the addresses listed above and will be deemed to have been duly given
when received, if personally delivered; when sent, if transmitted by facsimile or e-mail; or the day
after it is sent, if sent for next day delivery by recognized overnight delivery service.
- Headings; Interpretation. The section and paragraph headings in this Agreement are
for convenience only and shall not affect their interpretation. Any use of “including” “for example” or
“such as” in this Agreement shall be read as being followed by “without limitation.”
- Export. The parties shall comply with all applicable export and import control laws
and regulations, and, in particular, shall not export or re-export the Iron Funnel Services without all
required United States and foreign government licenses.
- Government Use. The Iron Funnel Services are “commercial items” as that term is
defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer
software documentation” as such terms are used in 48 C.F.R. 12.212. Any access to or use of the Iron
Funnel Services by any government entity is prohibited, except as expressly permitted by the terms of
this Agreement. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R.
12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. If Customer uses the Iron Funnel Services in its
official capacity as an employee or representative of a U.S., state or local government entity and is
legally unable to accept the indemnity, jurisdiction, venue or other clauses herein, then those clauses
do not apply to such entity, but only to the extent as required by applicable law.
- General. The failure of Iron Funnel to enforce any right or provision of these Terms
will not constitute a waiver of future enforcement of that right or provision. The waiver of any such
right or provision will be effective only if in writing and signed by a duly authorized representative
of Iron Funnel. Except as expressly set forth in these Terms, the exercise by either party of any of its
remedies under these Terms will be without prejudice to its other remedies under these Terms or
otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms
invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the
other provisions of these Terms will remain in full force and effect.
- Publicity. Customer grants Iron Funnel the right to use Customer’s logos or
trademarks in marketing or publicity materials and on its website to identify Customer as a customer
that uses the Iron Funnel Services.
- Contacting Iron Funnel. If you have any questions about these Terms, please contact
us at info@IronFunnel.com.