Terms and Conditions

THANK YOU FOR CHOOSING IRIS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY GOVERN THE USE OF IRIS PRODUCT AND SERVICES. THE FOLLOWING TERMS AND CONDITIONS ARE DEEMED TO HAVE BEEN ACCEPTED (UNLESS OTHERWISE SPECIFIED IN A SEPARATE AGREEMENT) BY THE CUSTOMER AT THE TIME OF PLACING AN ORDER AND CONSTITUTE AN AGREEMENT BETWEEN IRIS R&D GROUP INC., A CANADIAN CORPORATION (“IRIS”) AND THE COMPANY SET FORTH IN THE ONLINE ACCEPTANCE (the “CUSTOMER”); COLLECTIVELY REFERRED TO AS THE “PARTIES”.

1. Definitions.

1.1 “Account” means the accounts Customer creates, via the Hosted Software, to access Customer Data.

1.2 “Affiliate” means any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Customer.

1.3 “Apps” means software applications for smartphones and tablets distributed by IRIS through Google Play or through the Apple App Store.

1.4 “Authorized User” means Customer’s employees, Affiliates, and/or contractors whom Customer authorizes to use the IRIS Software strictly on its behalf.

1.5 “Customer” or “you” means the company or legal entity for which you are accepting these Terms and its Affiliates who enter into Order Forms (for each such Affiliate, solely with respect to Order Forms entered into by it and for so long as it remains a Customer Affiliate).

1.6 “Customer Data” means Customer-specific data captured by Customer’s use of any installed      Hardware, data submitted by Customer or by a third party (including from or through Non-IRIS Products) on Customer’s behalf into Apps and Hosted Software, and the analysis, reports, and alerts generated by the Products containing such data.  For the avoidance of doubt, Customer Data does not include any IRIS Software. 

1.7 “Documentation” means any Product training, technical services, or documentation made available to Customer through the IRIS website or otherwise made available to Customer by IRIS.

1.8 “Equipment” means the vehicle, equipment, asset, building, structure, or item into which Hardware is installed.

1.9 “Firmware” means software embedded in or otherwise running on the Hardware.

1.10 “Hardware” means the IRIS hardware devices such as gateways, cameras, sensors, controllers, vision systems, and accessories, that Customer has purchased, received for a free trial, or has otherwise acquired in relation to an Order Form.

1.11 “Hosted Software” means IRIS’s cloud-hosted software platform, including the interface accessed online.

1.12 "License Expiration Date" means (a) the later of (i) the original license termination date set forth in the applicable Order Form you entered into for the original purchase of Products or under which Products were originally made available to you ("Initial Term"), and (ii) the end of the then-active Renewal Term (as defined below); or (b) if applicable, for Purchase Orders issued by a IRIS reseller where the applicable purchase or procurement of Products is not also documented by a Quote, notwithstanding anything to the contrary in these Terms, the reseller agreement between such reseller and IRIS, or the applicable Purchase Order, three (3) years from the License Start Date.

1.13 “License Start Date” means (a) the license start date described in the applicable Order Form; or (b) if applicable, for Purchase Orders issued by a IRIS reseller where the applicable purchase or procurement of Products is not also documented by a Quote, notwithstanding anything to the contrary in these Terms, the reseller agreement between such reseller and IRIS, or the applicable Purchase Order: (i) the day IRIS activates the applicable IRIS Software license by providing Customer a claim number and access to the Hosted Software (for clarity, if Hardware associated with a then-inactivated IRIS Software license will be shipped to Customer under the applicable Order Form, such IRIS Software license will be activated on the day the IRIS Hardware ships); or (ii) if Customer is renewing the license term for a previously-activated IRIS Software license, the day that IRIS extends Customer’s access to the Hosted Software for the renewal license term.

1.14 “Malicious Code” means code, files, scripts, agents, software or programs intended to do harm or allow for unauthorized access, including, for example, viruses, worms, time bombs, and Trojan horses.

1.15 “Non-IRIS Products” means any web-based, offline, or mobile applications, or other resources, users, data, systems, networks, products, services, vehicles, equipment, hardware, or software functionality that is provided by Customer or a third party and that interoperates and/or exchanges data with the Products.

1.16 “Order Form” means the applicable Quote or Purchase Order setting forth the purchase or procurement of IRIS Products and/or licenses thereto.  By entering into an Order Form hereunder, a Customer Affiliate agrees to be bound by these Terms as if it were Customer, and Customer and the applicable Customer Affiliate are jointly and severally liable under such Order Form.

1.17 "Pre-Launch Offerings” means any IRIS hardware and/or software offerings and related documentation and accessories that are not generally available to IRIS customers and that may be in the alpha, beta, experimental, research, in development, prototyping, early access, and/or testing phase. For clarity, Pre-Launch Offerings are separate, stand-alone offerings independent of any Products purchased under an Order Form.

1.18 “Products” means the Hardware and Services. For the avoidance of doubt, Products does not include any Non-IRIS Products. 

1.19 “Professional Services” means the training, consulting, or other professional services that are provided by IRIS to Customer (i) as purchased separately by Customer pursuant to an Order Form, (ii) in IRIS’s sole discretion, or (iii) as otherwise mutually agreed between the Parties.

1.20 “Purchase Order” means a purchase order or similar ordering document issued by Customer to IRIS and accepted by IRIS setting forth the purchase or procurement of IRIS Products and/or licenses thereto. 

1.21 “Quote” means a quote issued by IRIS and executed by the Customer setting forth the purchase or procurement of IRIS Products and/or licenses thereto. 

1.22 “Refund” means an amount refunded to the Customer (or in IRIS’s sole discretion to any third party who paid IRIS for Customer’s procurement of Products under the applicable Order Form, including a reseller, Lender, or other third party) pursuant to these Terms equal to (i) fees pre-paid to IRIS for the time remaining in an applicable license term prorated to the period of time between (a) the date of termination and (b) the License Expiration Date for the applicable Order Form, and (ii) fees paid to IRIS for the cost of purchased Hardware (if applicable). For the avoidance of doubt, a Refund may only be issued as expressly provided hereunder.

1.23 “IRIS Software” means the Apps, Firmware, and Hosted Software, and any improvements, modifications, patches, updates, and upgrades thereto that IRIS develops or provides in connection with these Terms, and Support Services.

1.24 “IRIS Software Systems” means the IRIS Software and any networks, systems, products, services, or data of IRIS, its providers, its partners, its customers, or any other third party, integrated with or connected to such IRIS Software.

1.25 “Services” means the IRIS Software and Professional Services.

1.26 “Support Services” means the customer support services and Documentation, but excluding any Professional Services.

1.27 “Terms” means these Terms of Service, together with any amendments or addenda that modify these Terms of Service.

2. Agreement to Terms.

By clicking a box indicating your acceptance of these Terms, by executing an Order Form, or other contract that references these Terms, by purchasing Products or otherwise entering into an Order Form or other contract with IRIS, a IRIS reseller, or any other entity or individual for the purchase of Products or under which Products are made available to you, or by otherwise accessing and/or using the Products, whichever is the earlier, you accept and agree to be bound by these Terms. If you do not agree to these Terms or you are not authorized to access and/or use the Products, you shall not access or use the Products. If you are accessing and/or using the Products on behalf of a company (such as your employer) or other legal entity that is our Customer, you agree to these Terms on behalf of such company or other legal entity, and you represent and warrant that you have the authority to bind such company or other legal entity to these Terms. If you have entered into a separate contract with IRIS with respect to your purchase of Products or under which Products are made available to you, to the extent there is a conflict between such separate contract with IRIS and these Terms, such separate contract with IRIS shall prevail.  References to “you” and “your” in these Terms refer to that company or other legal entity, our Customer. You may not use the Products if you are our direct competitor, as determined in our sole discretion, except with our prior written consent.

3. Changes to Terms or Services.

IRIS may modify the Terms at any time, in our sole discretion. If IRIS does so, IRIS will inform you by posting the modified Terms to the Services on our website or through other communications with you, our Customer. It is important that you review the Terms whenever IRIS modifies them because if you continue to use the Products after IRIS has posted or otherwise informed you of the modified Terms, you are indicating to IRIS that you agree to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, then you may not continue to use the Products.

4. License.

Subject to the terms and conditions specified in these Terms or an applicable Order Form, IRIS grants Customer a non-sublicensable, non-exclusive, non-transferable, limited and revocable license to use and access the IRIS Software (i) in accordance with the Documentation, (ii) for the number and type of IRIS Software licenses specified in the applicable Order Form and solely the functionality included therein, and (iii) starting from the contract start date until the contract end date set forth in the Customer Agreement, Order Form or the earlier termination of such Order Form or these Terms.  The Support Services and the Hosted Software SLA at https://www.irisroads.com/en/SLA are included as part of the license grant and contingent upon a valid license.  The Firmware license for each item of Hardware is contingent upon Customer purchasing and maintaining a valid license to the IRIS Software.  For clarity, the license for IRIS Software that is provided in conjunction with a Hardware unit is only valid for use with that Hardware unit, unless the Hardware unit is replaced pursuant to the Hardware Warranty Policy section set forth at https://www.irisroads.com/en/hardware-warranty/.

5. License Restrictions.

Customer agrees not to do or attempt to do any of the following without IRIS’s express prior written consent: (i) resell, white label, or reproduce the IRIS Software or any individual element within the IRIS Software, IRIS’s name, any IRIS trademark, logo or other proprietary information, or the layout and design of any part of the IRIS Software; (ii) access, tamper with, or use non-public areas of the IRIS Software, IRIS’s computer systems, or the technical delivery systems of IRIS’s providers; (iii) probe, scan or test the vulnerability of any IRIS system or network or breach any security or authentication; (iv) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by IRIS or any of IRIS’s providers or any other third party (including another user) to protect the IRIS Software; (v) transfer, copy, modify, sublicense, lease, lend, rent or otherwise distribute the Firmware to any third party; (vi) unless permitted under applicable law, decipher, disassemble, decompile or reverse engineer any aspect of the IRIS Software, in whole or in part; (vii) impersonate or misrepresent an affiliation with any person or entity; (viii) use or access the IRIS Software for any competitive purpose; (ix) perform benchmark testing on the IRIS Software; (x) use the IRIS Software to store or transmit Malicious Code; (xi) use the Products to store, publish, submit/receive, upload/download, post, use, copy, or otherwise produce, transmit, or distribute infringing, libelous, defamatory, harassing, threatening, or otherwise unlawful or tortious material; or to store, publish, submit/receive, upload/download, post, use, copy, or otherwise produce, transmit, or distribute material in violation of third-party privacy rights; (xii) violate any applicable law or regulation; or (xiii) authorize, permit, encourage, or enable any other individual or entity to do any of the foregoing.  IRIS has the right to investigate violations of this Section or conduct that affects the IRIS Software Systems and immediately suspend or terminate any or all of Customer’s access to the IRIS Software if it reasonably suspects or determines that Customer has violated this Section. IRIS reserves the right to limit or restrict Product access in unsupported countries. IRIS may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

6. Hardware Installation and Equipment Maintenance.

Customer is responsible for installation of the Hardware and ongoing maintenance of any equipment into which Hardware is installed.  Depending on the Customer’s intended use of the Products, Customer may require professional installation of the Hardware or ongoing professional maintenance of any equipment into which Hardware is installed. If Customer is unable to install the Hardware or to conduct such ongoing maintenance, or if Customer is uncertain that Customer has the requisite skills and understanding, Customer agrees to consult with a qualified installer or maintenance professional. Improper installation of the Hardware or maintenance of the equipment into which Hardware is installed can lead to damage of such equipment or dangerous or life-threatening conditions, which can cause property damage, bodily injury, and/or death. Customer may notify IRIS if Customer did not order the correct Hardware cables for Hardware installation.

 

7. Product Updates.

7.1 General. IRIS continuously improves the Products, and may from time to time (i) update the IRIS Software and cause Firmware updates to be automatically installed onto Hardware; (ii) update the Apps; or (iii) upgrade Hardware equipment to newer models. IRIS may change or discontinue all or any part of the Products, at any time and without notice, at IRIS’s sole discretion. If IRIS discontinues supporting a Hardware model and the associated IRIS Software that you have ordered from IRIS in accordance with these Terms prior to the applicable License Expiration Date without replacing them with an updated or comparable version model, you may terminate the applicable Order Form with respect to the applicable Products and request a Refund for such Products. Updates or upgrades may include security or bug fixes, performance enhancements, or new functionality, and may be issued with or without prior notification to Customer. Customer hereby consents to such automatic updates.

7.2 Changes to Services. Company agrees that IRIS service providers may make changes to the Services in order to comply with applicable laws, to maintain or improve the Services or for other business reasons without notice to Company and without liability for any changes in the ability to use the Services or the IRIS Devices, including compatibility issues with the IRIS Devices, as a result of such changes.

7.3 Pre-Launch Offerings.  From time to time, IRIS may in its sole discretion make Pre-Launch Offerings available to Customer for evaluation purposes.  Should Customer opt to use a Pre-Launch Offering: Customer agrees to (i) enter into any additional terms required by IRIS for the applicable Pre-Launch Offerings; (ii) assume sole responsibility and all risk, and waive and release IRIS from any claims directly or indirectly arising from or related to the Pre-Launch Offerings; and (iii) without limitation, defend, indemnify, and hold harmless IRIS from any third party claims directly or indirectly arising from or related to the Pre-Launch Offering. PRE-LAUNCH OFFERINGS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND.  Customer acknowledges that Pre-Launch Offerings that may interact, interface, or integrate with third party products and/or services may not be validated or supported by such third parties and may interfere with the operations of or void warranties for such third-party products and/or services. IRIS reserves the right to modify, terminate, or discontinue the Pre-Launch Offerings at any time in its sole discretion, for any reason, with or without notice, and without liability to Customer, and has no obligation to make any Pre-Launch Offerings generally available to IRIS customers.  If IRIS decides in its sole discretion to make a Pre-Launch Offering generally available to IRIS customers as a new Product or part of an existing Product, the Pre-Launch Offering will be discontinued at that point in time. Customer acknowledges and agrees that any continued usage after such discontinuation date will require that the Customer purchases or has already purchased the applicable Product under an Order Form and pay any additional amounts owed for such purchase. Except as explicitly set forth otherwise in this Section 7.3, Pre-Launch Offerings are subject to the same terms and conditions as are applicable to a “Product” under these Terms.

7.4 Feedback. Customer agrees to use commercially reasonable efforts to provide feedback to IRIS regarding the Products upon request and agrees that IRIS shall have all rights, title, and interest in and to all comments, suggestions, and other feedback (collectively, “Feedback”) provided by Customer to IRIS related to the Products.  Customer shall and hereby does irrevocably transfer and assign to IRIS all right, title, and interest it may have in such Feedback to IRIS, and IRIS hereby accepts such transfer.

8. Pricing, Payment, Shipping, and Delivery.

8.1 Currency and Pricing. Prices for the Services are quoted in Canadian or US dollars and are set forth in the quotation, contract or the IRIS Customer Account Management System, and provided to the Company by IRIS or its agent. Use of the Services constitutes acceptance of such quotation, contract and these terms and conditions.

8.2 Timely Payments. Company agrees to pay, on time, any applicable activation, Service plan, usage, cancellation, and disconnection fees, plus any applicable taxes. Since the Service subscription will renew automatically at the end of each term, IRIS will invoice Company, at the time of renewal, or within thirty (30) days prior to the renewal, of each subsequent term in accordance with the terms of this Agreement. This bill is due and payable in the currency specified in the Agreement. If the contract specifies annual billing, then the annual recurring charges are billed annually in advance.

8.3 Initial Payment. Initial payment is due upon signing.  Equipment & Components delivered and configured upon receipt of initial payment. Initial payment consists of the total One-Time Service Fees and the calculated value of Annual Recurring Fees equivalent to the first twelve (12) months of service.  Within the Initial Term, each contracted year of service will be billed independently on the anniversary date of the start of the Initial Term and every year thereafter until the end of the Initial Term.  Iris will invoice the customer 30 days in advance of the billing anniversary date.  A 15-day grace period shall be provided beyond the billing anniversary date.  For payments received after the grace period, an additional fee equivalent to one month's service fees shall be due immediately. Iris reserves the right to suspend services for payments delayed beyond 30 days after the billing anniversary date.

8.4 Late Payments. Company agrees to pay a late charge of the lesser of (i) 1.5% per month or (ii) the maximum legal rate, if the bill is not paid within ten (10) days after the due date. This late charge is applicable to the unpaid balance as of the due date and will be billed on subsequent invoices and statements. Company agrees to pay IRIS all of IRIS collection costs, including without limitation the standard fees of any collection agency, reasonable attorney and legal fees, and any other costs incurred by IRIS in exercising any of its rights under this Agreement. IRIS may suspend the Services in the event of late payment. If it does so, IRIS may charge a reactivation fee for each suspended Service.

8.4 The payment and billing terms are set forth in the applicable Order Form.  IRIS may submit Customer contact information and information related to the timeliness of Customer’s payments to credit rating, credit reporting, or similar agencies.  Customer is responsible for all payments of applicable taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”), however designated or incurred under these Terms. If IRIS has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, IRIS will invoice Customer, and Customer shall reimburse IRIS for any taxes paid or payable on behalf of Customer.  Unless required by applicable law, IRIS will not provide retroactive Tax refunds or credits to Customer.  Subject to applicable legal requirements, any Tax refund or credits provided to Customer shall be at IRIS’s sole discretion, and IRIS reserves the right to charge the Customer reasonable fees and costs associated with processing such Tax refund or credit.

8.5 All shipments are FOB (Incoterm 2010) origin, freight pre-paid and added to the Customer’s invoice.

9. Term, Renewals, and Termination.

9.1 Term. The term of these Terms begins upon the date on which you accept these Terms, by clicking a box indicating your acceptance, by executing an Order Form or other contract that references these Terms, by purchasing Products or otherwise entering into an Order Form or other contract with IRIS, a IRIS reseller, or any other entity or individual for the purchase of Products or under which Products are made available to you, or by otherwise accessing and/or using the Products, whichever is the earliest, and shall continue until (i) the License Expiration Date for the last active Order Form or other contract you entered into for the purchase of Products or under which Products are made available to you, (ii) you are no longer authorized to access and/or use the Products, or (iii) these Terms are otherwise terminated earlier as provided hereunder, whichever is earliest.

9.2 Renewal. Unless you notify IRIS in writing of your intent to cancel auto-renewal of the applicable Order Form or other contract you entered into for the purchase of Products or under which Products are made available to you at least thirty (30) days prior to the License Expiration Date, at any time up to ninety (90) days after the License Expiration Date, IRIS may in its discretion renew your license term for the applicable or substantially equivalent Products, effective on the License Expiration Date, for a period of up to the greatest of the following (i) one year (ii) the same period as the immediately preceding license term, or (iii) a period to align license expiration dates with another of your active orders) (each such period, or any renewal license term of the applicable Products after the Initial Term, a "Renewal Term"). Subject to IRIS’s renewal rights set forth in the foregoing sentence, you and IRIS may mutually agree to enter into a new Order Form to renew your license term upon the License Expiration Date, which new Order Form may include additional or different Products or license terms to the extent mutually agreed. If IRIS auto-renews your license term without Customer’s execution of a new Order Form as described in the first sentence of this paragraph, your payment method will remain the same as indicated on the applicable original Order Form (e.g., monthly if you were allowed monthly payments, or yearly if you were allowed annual payments or upfront payment).  If your license term is renewed after termination of the immediately preceding license term and IRIS in its sole discretion allows you to continue using the applicable Products during such interim period, these Terms shall apply to such use.  Please email renewals@irisradgroup.com for any questions regarding automatic renewal.

9.3 Termination. IRIS may terminate these Terms, any Order Form, and your access to and use of the IRIS Software at its sole discretion, at any time upon notice to you. However, if IRIS terminates for its convenience and not as otherwise set forth in these Terms or the applicable Order Form or due to your breach thereof, then IRIS will provide you with a Refund. Unless otherwise set forth herein or in the applicable Order Form, an Order Form, including any renewal Order Forms, cannot be terminated prior to the applicable License Expiration Date.

9.4 Effect of Termination. Upon any termination or expiration of these Terms, the following Sections of these Terms will survive: 5 (License Restrictions), 7.3 (Pre-Launch Offerings), 4 (Feedback), 8 (Payment, Shipping, and Delivery), 11 (Customer Data), 12 (Confidentiality), 13 (Proprietary Rights), 9.1 (Term), 18 (Warranty Disclaimers), 19 (Limitation of Liability), 20 (Indemnity), 21 (Dispute Resolution), 22 (Governing Law), and 23 (General Terms).  At the Customer’s request, and subject to IRIS’s data retention and backup policies, IRIS shall delete and remove any Customer Data on the Hosted Software.

10. Accounts.

Customer shall be solely responsible for administering and protecting Accounts. Customer agrees to provide access to the IRIS Software only to Authorized Users, and to require such Authorized Users to keep Account login information, including usernames and passwords, strictly confidential and not provide such Account login information to any unauthorized parties.  Customer is solely responsible for monitoring and controlling access to the IRIS Software and maintaining the confidentiality of Account login information and any provided API tokens. In the event that Customer or any Authorized User becomes aware that the security of any Account login information has been compromised, Customer shall immediately notify IRIS and de-activate such Account or change the Account’s login information. Authorized Users may only use the IRIS Software strictly on behalf of Customer and subject to the terms and conditions applicable to Customer herein. Customer is responsible and liable for any breach by an Authorized User of his or her obligations hereunder.

11. Customer Data.

11.1 Ownership and Usage. Customer Data is accessible via the IRIS Software. Customer owns all Customer Data, and IRIS will keep Customer Data confidential. Customer hereby grants to IRIS a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, display, and distribute Customer Data in connection with operating and providing the Products. IRIS will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. IRIS will not share Customer Data without Customer consent, except when the release of data is compelled by law or permitted herein.  IRIS may collect and use analytics, statistics or other data related to the Customer Data and the Products (i) in order to provide the Products to Customer; (ii) for statistical reporting and use or to provide to third party services providing or improving the IRIS Software (provided that such data is not personally identifiable); or (iii) to monitor, analyze, develop upon, maintain, and improve the Products.  Such use shall survive the termination of these Terms, unless legally prohibited or Customer requests in writing upon termination that such use be limited to non-personally-identifiable data.  Customer may export Customer Data at any time during the term of these Terms through the export features in the IRIS dashboard or via the IRIS API. Customer acknowledges that some information may not be exportable via the IRIS dashboard or the API. If these Terms terminate or expire and Customer does not renew, Customer Data may be immediately deleted. 

11.2 Customer Data Representation and Warranty. Customer represents and warrants that: (i) Customer will obtain all rights and provide any disclosures to or obtain any consents, approvals, authorizations and/or agreements from any employee or third party that are necessary for IRIS to collect, use, and share Customer Data in accordance with these Terms (ii) no Customer Data infringes upon or violates any individual or entity’s intellectual property rights, privacy, publicity or other proprietary rights  and (iii) Customer will adhere to all applicable state, federal and local laws and regulations in the conduct of its business in relation to IRIS and its receipt and use of the Products.    YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS IRIS AND, IF RELEVANT, ITS SUBPROCESSORS AGAINST ANY LIABILITIES, DAMAGES, DEMANDS, LOSSES, CLAIMS, COSTS, FEES (INCLUDING LEGAL FEES), AND EXPENSES IN CONNECTION WITH ANY THIRD-PARTY LEGAL OR REGULATORY PROCEEDING ARISING FROM ANY ACT OR OMISSION OF THE CUSTOMER IN RELATION TO CUSTOMER INSTRUCTIONS OR FROM THE CUSTOMER’S BREACH OF THIS SECTION 11.2.

12. Confidentiality.

11.1 Ownership and Usage. Customer Data is accessible via the IRIS Software. Customer owns all Customer Data, and IRIS will keep Customer Data confidential. Customer hereby grants to IRIS a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, display, and distribute Customer Data in connection with operating and providing the Products. IRIS will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. IRIS will not share Customer Data without Customer consent, except when the release of data is compelled by law or permitted herein.  IRIS may collect and use analytics, statistics or other data related to the Customer Data and the Products (i) in order to provide the Products to Customer; (ii) for statistical reporting and use or to provide to third party services providing or improving the IRIS Software (provided that such data is not personally identifiable); or (iii) to monitor, analyze, develop upon, maintain, and improve the Products.  Such use shall survive the termination of these Terms, unless legally prohibited or Customer requests in writing upon termination that such use be limited to non-personally-identifiable data.  Customer may export Customer Data at any time during the term of these Terms through the export features in the IRIS dashboard or via the IRIS API. Customer acknowledges that some information may not be exportable via the IRIS dashboard or the API. If these Terms terminate or expire and Customer does not renew, Customer Data may be immediately deleted. 

11.2 Customer Data Representation and Warranty. Customer represents and warrants that: (i) Customer will obtain all rights and provide any disclosures to or obtain any consents, approvals, authorizations and/or agreements from any employee or third party that are necessary for IRIS to collect, use, and share Customer Data in accordance with these Terms (ii) no Customer Data infringes upon or violates any individual or entity’s intellectual property rights, privacy, publicity or other proprietary rights  and (iii) Customer will adhere to all applicable state, federal and local laws and regulations in the conduct of its business in relation to IRIS and its receipt and use of the Products.    YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS IRIS AND, IF RELEVANT, ITS SUBPROCESSORS AGAINST ANY LIABILITIES, DAMAGES, DEMANDS, LOSSES, CLAIMS, COSTS, FEES (INCLUDING LEGAL FEES), AND EXPENSES IN CONNECTION WITH ANY THIRD-PARTY LEGAL OR REGULATORY PROCEEDING ARISING FROM ANY ACT OR OMISSION OF THE CUSTOMER IN RELATION TO CUSTOMER INSTRUCTIONS OR FROM THE CUSTOMER’S BREACH OF THIS SECTION 11.2.

13. Proprietary Rights.

13.1 IRIS Software.  IRIS and its licensors exclusively own all right, title and interest in and to the IRIS Software that Customer accesses or licenses, including all associated intellectual property rights. Customer acknowledges that the IRIS Software is protected by copyright, trademark, and other laws of Canada, the United States and foreign countries. Customer agrees not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.   Customer shall and hereby does irrevocably transfer and assign to IRIS all right, title, and interest it may have in the IRIS Software to IRIS and IRIS hereby accepts such transfer. No ownership rights are being conveyed to Customer under these Terms.  Except for the express rights granted herein, IRIS does not grant any other licenses or access rights, whether express or implied, to any other IRIS software, services, technology or intellectual property rights.

13.2 Firmware. The Firmware is licensed, not sold. IRIS owns the Hardware on which the Firmware is recorded. IRIS retains ownership of the copy of the Firmware itself, including all intellectual property rights therein. Customer acknowledges that the Firmware is protected by patent, copyright, trademark, and other laws of the United States and foreign countries. IRIS reserves all rights in the Firmware not expressly granted to Customer in these Terms.  Customer acknowledges and agrees that portions of the Firmware, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of IRIS and its licensors.

14. Connectivity Data Usage.

A IRIS Software license only includes connectivity data to the extent such license SKU is identified as including connectivity data and sets forth the amount of connectivity data included.  To the extent connectivity data is included in a IRIS Software license, connectivity between the applicable Hardware and the IRIS Software will count towards included connectivity data cap.  

15. High Usage.

IRIS reserves the right to monitor services for patterns of high usage. High usage is determined solely by IRIS and its network partners. Accounts generating high service usage will be flagged in the system and IRIS will contact the account holder to confirm that the usage is legitimate. In the event that IRIS is unable to reach the account holder, IRIS reserves the right to suspend the Service until the usage can be confirmed. In addition to suspending Services, IRIS reserves the right to collect an interim payment for unbilled usage prior to invoicing. The interim payment will be used as a deposit for the unbilled usage and will be applied to the next invoice. The size of the interim payment will be determined by IRIS and the account holder will be notified by IRIS prior to the charge being placed. If IRIS is unable to bill the interim payment, IRIS may suspend the Service until payment can be made.

16. Non-IRIS Products.

The Products may contain links to or have the ability to integrate or interoperate with, import or export data to or from, provide access to, or be accessed by Non-IRIS Products (collectively, “Non-IRIS Product Integrations”).  If Customer opts to use any Non-IRIS Product Integrations, including but not limited to with respect to the exchange of data between Products and Non-IRIS Products, Customer agrees to: (i) assume sole responsibility for and all risk arising from Customer’s use of Non-IRIS Product Integrations and the content, functionality, or availability of any Non-IRIS Products, including waiving and releasing IRIS from any claims directly or indirectly related thereto; and (ii) without limitation, defend, indemnify, and hold harmless IRIS from any third party claims directly or indirectly arising from or related to Customer’s use of any Non-IRIS Product Integrations. IRIS PROVIDES NON-IRIS PRODUCT INTEGRATIONS “AS IS” WITHOUT WARRANTY OF ANY KIND AND ONLY AS A CONVENIENCE.

17. Publicity.

Customer hereby grants IRIS permission to use the Customer name and logo on IRIS’s website, customer lists, SEC filings, earnings calls, and investor and marketing materials to list Customer as a customer. However, IRIS will not use Customer’s name, trademarks, or logos in any other way without Customer’s prior consent.

18. Warranty and Warranty Disclaimers.

18.1 Hardware Warranty. IRIS provides a Hardware warranty as set forth in the Hardware Warranty Policy section of its Hardware Warranty and RMA Policy.

18.2 Warranty Disclaimers. EXCEPT AS EXPRESSLY PROVIDED UNDER THE LIMITED HARDWARE WARRANTY PROVIDED UNDER SECTION 18.1 (HARDWARE WARRANTY), THE PRODUCTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, IRIS EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ACTIVE DRIVER AND PERSONNEL SUPERVISION IS REQUIRED EVEN WHEN THE PRODUCTS ARE IN USE, AND THE PRODUCTS ARE NOT A CRASH OR ACCIDENT AVOIDANCE OR PREVENTION SYSTEM.  CUSTOMER IS SOLELY RESPONSIBLE FOR ANY AND ALL SPEEDING, TOLLS, AND OTHER TRAFFIC OR LEGAL VIOLATIONS FOR ITS VEHICLES AND EQUIPMENT EVEN WHEN THE PRODUCTS ARE IN USE.  THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRODUCTS ARE NOT A SUBSTITUTE FOR SAFE AND LAWFUL DRIVING AND EQUIPMENT USE OR OTHER APPROPRIATE PERSONNEL OR WORKPLACE CONDUCT AS APPLICABLE AND THAT CUSTOMER SHALL NOT USE THE PRODUCTS AS A CRASH OR ACCIDENT AVOIDANCE OR PREVENTION SYSTEM. IRIS makes no warranty that the Services will meet Customer’s requirements or be available on an uninterrupted, secure, or error-free basis. IRIS makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any analytics or Customer Data.

18.3 Limitations of Wireless Services. Company acknowledges that Services may become limited or temporarily unavailable without notice from time to time. IRIS does not own or control the GSM location-based services or email service providers who receive the email and SMS messages generated from IRIS Devices and is not responsible for any delays by such providers related to these messages. Satellite service is wireless and requires a clear line of sight toward the satellite for geo-location services to work; therefore, the Services are inherently subject to transmission and reception limitations caused by: (i) location, including conditions that obstruct the line of sight between the IRIS Device and the satellite systems; (ii) the condition of the satellite systems, the satellite service and/or ground stations; (iii) the condition of the IRIS Device; (iv) the availability and condition of the IRIS City portal; and (v) weather conditions, atmospheric conditions, magnetic interference, environmental, and other conditions beyond IRIS or the satellite systems’ control.

18.4 Data Transmission / No Credits. IRIS will exercise a commercially reasonable level of care but makes no representation as to the success of any data transmission. Regardless of whether a data transmission is successful, no refunds will be given. In addition to limitations resulting from incorrect use (e.g., next to or under an obstruction), satellite communications systems have inherent characteristics that can create dropped data transmissions. Dropped data transmissions, regardless of type, will not be credited regardless of cause. IRIS shall not be liable for any damages that may result from such dropped data transmission.

19. Limitation of Liability.

19.1 No Consequential Damages. NEITHER IRIS NOR CUSTOMER NOR ANY OTHER ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PRODUCTS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR  CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LEGALLY PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY.

19.2 Cap. EXCEPT AS TO ANY EXPRESS INDEMNIFICATION OBLIGATION SET FORTH IN THESE TERMS, AND EXCEPT AS TO CUSTOMER’S PAYMENT OBLIGATIONS UNDER AN ORDER FORM,IN NO EVENT WILL EITHER PARTY’S TOTAL AGGREGATE LIABILITY, INCLUDING TO THE OTHER PARTY AND ANY OF ITS AFFILIATES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PRODUCTS EXCEED THE AMOUNTS CUSTOMER HAS PAID TO IRIS HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE DAMAGE, OR IF CUSTOMER HAS NOT HAD ANY PAYMENT OBLIGATIONS TO IRIS (FOR EXAMPLE THROUGH A FREE TRIAL), ONE HUNDRED DOLLARS ($100).

19.3 THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN IRIS AND CUSTOMER.

20. Indemnity.

To the maximum extent permitted by law, Company agrees to indemnify, defend and hold harmless IRIS and its affiliates, licensors and suppliers, their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or in connection with the use of the IRIS Device, the Services, the IRIS Web App,, and any associated Software by Company and/or Users, including, without limitation, third party (including employees) claims or suits related to: (a) bodily injury or death of any individual or (b) loss of or damage to real or tangible personal property, arising out of any use, misuse or inability to use the Services, the Software, the IRIS Web App, the services provided by IRIS vendors or suppliers or the IRIS Device.

21. Dispute Resolution.

21.1 Arbitration.  Any dispute arising from or relating to the these Terms or Customer’s use of the Products that cannot be resolved by the Parties within a period of sixty (60) days after notice of a dispute has been given by one Party hereunder to the other, shall be finally and exclusively settled by confidential arbitration in Toronto, Ontario, Canada, using the English language in accordance with the Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services, Inc. (“JAMS Rules”) then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes.  The Parties agree that such arbitrator(s) shall have full authority to award preliminary and permanent injunctive relief, damages, and any other relief available in law, at equity, or otherwise pursuant to applicable law and that any emergency arbitrator(s) appointed in accordance with the JAMS Rules shall have authority to grant emergency relief in accordance with such rules.

21.2 Class Action Waiver.  Any proceedings to arbitrate or resolve any dispute arising from or relating to these Terms or Customer’s use of the Products in any forum will be conducted solely on an individual basis and not as a class action, consolidated action, private attorney general action, or other representative action. You expressly waive your right to file a class action, participate in a class action, or seek relief on a class basis. Unless IRIS agrees in writing otherwise, the arbitrator or other adjudicator will not consolidate more than one person or entity’s claims.

22. Governing Law.

These Terms and any action related thereto will be governed by the laws of the Province of Ontario without regard to its conflict of laws provisions. Subject to the agreement to arbitrate set forth herein, exclusive jurisdiction and venue for actions arising from or related to these Terms or Customer’s use of the Products will be the provincial and federal courts located in Toronto, Ontario, Canada and both Parties consent to the jurisdiction of such courts with respect to any such actions.

23. General Terms.

23.1 Miscellaneous. These Terms together with any applicable Order Form constitute the entire and exclusive understanding and agreement between IRIS and you regarding the Products and the subject matter hereof, and these Terms supersede and replace any and all prior oral or written understandings or agreements between IRIS and you regarding the Products and the subject matter hereof. If there is a conflict between the terms of an Order Form and these Terms, then the terms of the Order Form controls over these Terms; provided that, to the extent applicable, (a) if a purchase or procurement under a Purchase Order is also documented by a Quote, notwithstanding anything to the contrary in these Terms or the applicable Purchase Order, (i) to the extent there is a conflict between such Purchase Order and such Quote, the terms of the Quote shall prevail, and no additional terms included in such Purchase Order that are not included in such Quote shall apply; and (ii) Customer shall ensure such Purchase Order references, and reflects identical terms and conditions to, such Quote; and (b) for Purchase Orders issued by a IRIS reseller where the applicable purchase or procurement of Products is not also documented by a Quote, notwithstanding anything to the contrary in these Terms, the reseller agreement between such reseller and IRIS, or the applicable Purchase Order, to the extent there is a conflict between such Purchase Order and such reseller agreement, the terms of the reseller agreement shall prevail, and no additional terms included in such Purchase Order that are not included in such reseller agreement shall apply. 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. You may not assign or transfer these Terms, by operation of law or otherwise, without IRIS’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. IRIS may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure solely to the benefit of the Parties, their successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity or any Party Affiliate, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.  Customer shall have no right to bring any claims under these Terms against any IRIS Affiliate, employee, director, officer, or shareholder. Any notices or other communications provided by IRIS under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; (ii) by posting to IRIS’s website; or (iii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Either Party’s failure to enforce any right or provision of these Terms will not be considered a waiver of such 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 both Parties. 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.

23.2 Acceptable Use. Customer may not, and may not allow any third-party, including its Authorized Users, to use the Products: (i) for any inappropriate, improper, discriminatory, illegal, or otherwise harmful purpose or (ii) to violate, or encourage the violation of, the rights of others which includes, without limitation, legal rights (e.g., intellectual property or proprietary rights) or human rights (i.e., the rights inherent to all human beings regardless of race, sex, nationality, ethnicity, language, religion, or any other status, including without limitation the right to life and liberty, freedom from slavery and torture, freedom of opinion and expression, the right to work and education, and many more), each as reasonably determined by IRIS. To report any potential misuse or violation, please email abuse@irisradgorup.com.

23.3 Export Restrictions.  The IRIS Device and any associated Software may be subject to export controls or restrictions by Canada, the United States or other countries or territories. Company agrees to comply with all applicable Canadian, U.S. and international export laws and regulations, including the restrictions on destinations, end users, and end use. Company agrees not to export or re-export any IRIS Device provided by IRIS and any associated Software to any country in violation of the export control laws of Canada or the United States of America. The IRIS Device and any associated Software may not be exported or re-exported into any Canadian or U.S. embargoed countries or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the IRIS Device, the Services and any associated Software, Company represents and warrants that it and its Users are not located in any such country or on any such list. Company also agrees that it will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

23.4 Force Majeure.  IRIS is not liable or responsible, nor shall be deemed to have defaulted under or breached these Terms, for any failure to perform or delay in performing its obligations under these Terms due to an event of force majeure. An event of force majeure is any event or circumstance beyond IRIS’s reasonable control, such as war, hostilities, act of God, earthquake, flood, fire, or other natural disaster, strike or labor conditions, material shortage, epidemic, disease, government action, or failure of utilities, transportation facilities, or communication or electronic systems.

23.5 Financed Purchases and Other Payment Arrangements.  If you are accessing the Products through a financing entity (“Lender”), the terms in this Section shall apply. Any obligation you may have to the Lender is absolute and unconditional, not subject to any setoff or counterclaim as between you and Lender, unless agreed to otherwise in the separate financing agreement (“Financing Agreement”) you enter into with the Lender to finance your purchase of the Products. You acknowledge and agree that when you execute the Financing Agreement, the Lender is prepaying IRIS for the Products on your behalf and such prepayment is final and cannot be refunded by IRIS unless otherwise provided under these Terms. You accept the risk that any Products are not provided or are not satisfactory; provided this sentence does not affect your rights against IRIS as limited by these Terms, or IRIS's obligations to you under these Terms. If you choose to discontinue use of the Products for any reason, you will continue to be liable for any outstanding payment obligations specified in the Financing Agreement.  If you have any claim against or dispute with IRIS, you may not take action by reason of such claims against Lender.  If you are purchasing through a Lender, IRIS may terminate your access to the Products should you breach these Terms or the terms of the Financing Agreement.  Any Refunds issued by IRIS under these Terms for Product purchases financed under a Financing Agreement may in IRIS’s sole discretion be remitted to the Lender, and any impact such remittance may have on your remaining payment obligations to Lender is governed by the Financing Agreement. Subject to the other terms of this Section (Financed Purchases and Other Payment Arrangements), in the event IRIS consents, in its sole discretion, to granting Customer’s request for payment under an Order Form to be made by a Customer Affiliate, Lender, or any other third party authorized by Customer to make purchases or payments on behalf of Customer (“Payment Arrangement”), Customer represents and warrants that (i) such Payment Arrangements are made for legitimate business purposes and are in compliance with all applicable laws, including but not limited to tax laws, and (ii) Customer remains directly liable for all obligations, including all payment obligations, under these Terms and such Order Form. Customer agrees to indemnify, defend, and hold harmless IRIS against any liabilities, damages, demands, losses, claims, costs, fees (including legal fees), and expenses related to such Payment Arrangements.

23.6 No Waiver, Survival. The failure of IRIS to exercise or enforce any right under this Agreement shall not constitute a waiver of such right. All rights and remedies granted to IRIS are cumulative and not alternate. If any provision of this Agreement is found invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining terms and conditions of this Agreement, and the parties shall substitute a valid provision that most nearly approximates the intent and economic effect of the invalid or unenforceable one. Any provisions that expressly or by their nature should survive termination of this Agreement, including, without limitation, payment obligations, disclaimer of warranty, rights of indemnity and limitation of liability, shall survive such termination.

23.7 Assignment. Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of IRIS, but IRIS may assign this Agreement and any of its rights and obligations hereunder without restriction. This Agreement inures to the benefit of and is binding on the parties’ respective successors and permitted assigns.

23.8 Contact InformationIf you have any questions about these Terms or the Products, please contact IRIS at infor@irisradgroup.com