Terms of service | Iris Gear

IMPORTANT NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT APPLY TO ALL CLAIMS BROUGHT AGAINST IRIS GEAR. THEY AFFECT YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. BY ACCEPTING THESE TERMS, YOU AGREE TO BE BOUND BY THE ARBITRATION PROVISION AND CLASS ACTION WAIVER CONTAINED IN THAT SECTION. PLEASE READ IT CAREFULLY.

OVERVIEW

We are Iris Gear (“Iris Gear”, “Iris Gear”, “we”, “us”, or “our”). These Terms of Service (“Terms”) govern access to and use of all of our websites that link to these Terms (each a “Site”) by site visitors as well as the use by individuals of any of our products, services, and applications, including the Store as defined below (collectively, together with the Site, the “Services”).

ACCEPTANCE OF TERMS

These Terms are a legally binding agreement. By using the Services, including visiting a Site, you agree to the Terms. If you don’t agree with these Terms, please don’t use the Services or visit a Site.

Our Privacy Policy is incorporated and forms a part of these Terms. Please review these documents prior to using the Services. To the extent allowed by applicable law, by using the Services and agreeing to these Terms, you agree to the Privacy Policy.

All references to “you” or “your,” as applicable, mean the person who accesses or uses the Services in any manner, and each of your heirs, assigns, and successors. If you use the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that entity to these Terms, your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” herein shall refer to that entity.

We reserve the right to change or update these Terms from time to time at our sole discretion. Such changes or modifications will be posted here with an updated “Last Updated” date above. Please review the Terms frequently for any changes. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Service or via email. Your continued use of the Services following the effective date of any changes to these Terms constitutes acceptance of those changes. If you do not agree to the new Terms, you may not use the Services.

1. GENERAL CONDITIONS

We reserve the right to refuse to provide the Services to anyone for any reason at any time. We may change, add, or remove features, products, or functionalities, or we may also suspend or stop the Services altogether. We may take any of these actions at any time for any reason, with or without notice. We are not liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

The Services, including the Site, are not intended for children, and you must be at least 18 years old to use the Services. By agreeing to these Terms, you represent and warrant that (a) you are over 18 years old and at least the age of majority in your state or province of residence, or (b) you are the age of majority in your state or province of residence, and you have given us your consent to allow any of your minor dependents to use the Services.

You represent and warrant that you have all necessary rights, power, and authority to agree to these Terms and perform your obligations hereunder, and nothing contained in these Terms or in the performance of such obligations will place you in breach of any other contract or obligation.

2. ACCESS TO SERVICES

To use some or all of our Services or certain features of the Services, you may need to create an account by providing information like a username, email, or password. You are solely responsible for maintaining the security and confidentiality of your account and you may not share your login information or transfer your account to another individual without our written permission. You are solely responsible and liable for all activity that takes place in connection with your account, including purchases, whether or not authorized by you. If you think your account has been compromised, you must notify us immediately. Iris Gear will not be liable to you for any loss or damage that occurs in connection with any unauthorized activity on your account.

In creating an account, you represent that all information you provide is true, accurate, and correct, and that you will update your information as necessary to keep it accurate. You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, create multiple accounts except as otherwise authorized by us, or provide or use false information. We reserve the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates a third party’s rights.

The Services may enable you to submit, post, upload, or otherwise make available through the Services content such as profile information, communications with other users, whether privately or made publicly available, video clips, photographs, public messages, ideas, comments and other content (collectively, “User Content”) that may or may not be viewable by other users.

You acknowledge and agree that all User Content submitted under your account or in your name, whether publicly posted or privately transmitted, is your sole responsibility. This means that you, not Iris Gear, are entirely responsible for all User Content that you upload, post, share, email, transmit, or otherwise make available via the Services. You further agree that you have all required rights to submit, post, upload or otherwise use or disseminate such User Content without violation of any third-party rights. Under no circumstances will Iris Gear be liable in any way for any User Content.

You acknowledge that Iris Gear and its designees have the right (but not the obligation) in their sole discretion to pre-screen, refuse, permanently delete, undelete, modify and/or move any User Content available via the Services. Without limiting the foregoing, Iris Gear and its designees shall have the right to remove any User Content that violates these Terms or is otherwise offensive or objectionable in Iris Gear's sole discretion. You understand that by using the Services, you may be exposed to User Content that you may consider to be offensive or objectionable. You agree that you must evaluate, and bear all risks associated with, the use or disclosure of any User Content. You further acknowledge and agree that you bear the sole risk of reliance on any User Content available on or through the Services.

With respect to User Content you submit or otherwise make available on or to the Services, you grant Iris Gear an irrevocable, fully sub-licensable, perpetual, world-wide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such User Content (in whole or in part), and to incorporate such User Content into other works, in any format or medium now known or later developed.

You are solely responsible for your interactions with other users of the Services. Iris Gear reserves the right, but has no obligation, to monitor disputes between you and other users.

3. CODE OF CONDUCT

You must use the Services only in compliance with these Terms and applicable law. You may not do, attempt to do, enable, or encourage anyone else to do, anything illegal or (as determined by us) anything objectionable or inappropriate in connection with the Services, including but not limited to the following:

• use the Services in violation of, or in connection with violating, any applicable law or any legal or contractual rights of us or any third party, or any obligations you may have to any party (including, without limitation, intellectual property rights, privacy or publicity rights, and confidentiality obligations).

• reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, or use of or access thereto;

• interfere with, disrupt, or create undue burden on the Services or the networks or services connected thereto by any means;

• crawl, scrape, or use other automated means like “spiders” and “robots” to access or collect data from the Services;

• circumvent any of the Services’ security measures, reverse engineer any portion of Services, obtain any source code, or create back doors or any form of unauthorized access to the Services; or

• upload, email, or otherwise transmit any material that contains viruses, corrupted files, Trojan horses, worms, or any other computer code, software, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment or that may adversely affect the operation of the Services;

• post or transmit, or cause to be posted or transmitted, any User Content that is infringing, libelous, defamatory, abusive, offensive, obscene, pornographic or otherwise violates any law or right of any third party; or

• use the Services in any way not specifically permitted by these Terms.

If you violate any provisions or restrictions of these Terms, we reserve the right, in our sole discretion and without notice to you, to terminate, delete, and/or deactivate your account, and/or block or limit your access to the Services. We are not liable to you or any third party for any termination of your account or access to the Services.

4. ACCURACY AND COMPLETENESS OF INFORMATION

We do not warrant that information made available on or through the Services is accurate, complete, reliable, error-free or current. Occasionally the Services may contain typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, offers, product shipping charges, transit times, and availability. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information if any information in connection with the Services is inaccurate at any time without prior notice. We undertake no obligation to update, amend or clarify information in the Services, except as required by law.

The materials on and for the Services are provided for general informational and educational purposes only, and it should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the materials on the Services is at your own risk.

The Services may contain certain historical information. Historical information is necessarily not current and is provided for your reference only. We reserve the right to modify the contents of the Services at any time, but we have no obligation to update any information on the Services. You agree that it is your responsibility to monitor changes to the Services.

5. INTELLECTUAL PROPERTY RIGHTS

All content on the Services is owned by Iris Gear and its licensors, including exhibits, information, material, software, images, text, graphics, “look and feel” of the Services, and all related intellectual property rights (“Iris Gear Content”). The Services are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. You may not copy, display, create derivative works from, or otherwise use any Iris Gear Content without Iris Gear’s or our licensors’ explicit authorization. Iris Gear grants you a non-exclusive, non-transferable, and revocable limited license to access and use the Service consistent with these Terms. Any rights not expressly granted herein are reserved by Iris Gear and its licensors. Iris Gear will have no liability to you for any damage or loss arising from unauthorized uses.

6. THIRD-PARTY SERVICES

The Services may contain links to or integrations with third-party websites, platforms, applications, or services (collectively, “Third-Party Services”) that are subject to different terms and privacy practices. Your use of and interactions with any Third-Party Services (including any purchases made on Third Party Services) are governed by the third party’s terms and not by these Terms. You interact with Third-Party Services at your own risk.

We do not own or control Third-Party Services, and we are not responsible or liable for any aspect of such Third-Party Services, including but not limited to any harm or damages related to any interactions or transactions you may have with Third-Party Services (such as any information, content, or materials provided by Third-Party Services or your purchase or use of any products or services from Third-Party Services). Links and integrations to Third-Party Services are not an endorsement or recommendation.

You may be able to purchase certain products via Third-Party Services. Some third parties provide us with a commission when a user of our Services makes a purchase from the third party using the link on our Services.

Please review carefully any third party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

7. TERMS FOR Iris Gear STORE

These Terms govern the use of and orders made from our ecommerce Site (“Store”), and this Section 6 contains additional terms that govern the use of the Store. These Terms do not cover any purchases made from, or other interactions with, Third-Party Services.

7.1. Accuracy

We do not warrant that information made available via Store is accurate, complete, reliable, error-free or current. Occasionally the Store may contain typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, offers, product shipping charges, transit times, and availability. We reserve the right to correct any errors, inaccuracies, or omissions, change or update information on the Store, and cancel any orders if any information in the order is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the Store including without limitation pricing information except as required by law.

We have made every effort to display the images of our products that appear on the Store as accurately as possible. We cannot guarantee that your computer monitor’s display of any color will be accurate.

7.2. Order Acceptance and Billing

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, household, or order. These restrictions may include orders placed by or under the same customer account, the same credit card, or orders that use the same billing and/or shipping address. If we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail, phone number, or physical address provided when you placed the order. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate information as requested for all purchases made on our Store. If you have created an account, you agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

By confirming your purchase at the end of the checkout process, you agree to accept and pay for the item(s).

7.3. Pricing

Prices are subject to change without notice. We cannot confirm the price of an item until after your order is placed. Pricing errors may occur on the Store. We reserve the right to cancel any orders containing pricing errors, with no further obligations to you, even after your receipt of an order confirmation or shipping notice from us. We may, in our discretion, either contact you for instructions or cancel your order and notify you of such cancellation. Pricing for products on the Store may differ from pricing for product sold in stores.

7.4. Shipping and Delivery; Title and Risk of Loss

We may not ship to all locations outside of the U.S. If we do not ship to your location, you will be notified when trying to place your order.

For orders that are shipped outside of the U.S., you may be required to pay taxes and duties upon delivery. Knowledge and payment of these fees is your responsibility and we do not reimburse such fees. For more information, please check with your local customs before placing your order.

All items purchased through the Store are made pursuant to a shipment contract. The risk of loss and title for such items pass to you upon our tender of the item to the carrier.

7.5. Refunds and Exchanges

If you are not satisfied with your purchase, we will accept returns and make refunds within 30 days of the initial order for the item you seek to return. While we will strive to provide returns and refunds, excessive or abusive returns or attempted returns will void these Terms and any guarantees on future orders.

7.6. Right to Cancel – EU and UK Users Only

Under EU and UK law, you have the right to cancel your order, meaning that you have the right to return items within 14 days after the item is delivered to you and to receive a refund. If you wish to cancel your order and return the item you ordered, please email us at irisgearxyz@gmail.com To receive a refund, you must return the item to us as soon as possible and with no marks, scratches, or other visible signs of use. We will make your refund to the same card used for payment within 14 days of receiving your cancellation request.

8. COMMUNICATIONS

8.1. In General

We may communicate with you using email or autodialed or prerecorded calls and text messages, at any telephone number that you provide us, to: (a) notify you regarding your account; (b) troubleshoot problems with your account; (c) resolve a dispute; (d) collect a debt; or (e) as otherwise necessary to service your account or enforce these Terms, our policies, applicable law, or any other agreement we may have with you.

You agree to receive electronic communications from us. These communications may include notices about your account and information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing, and will have full legal effect.

You also agree that any transaction or agreement undertaken on or through the Services, including your agreement to these Terms, is an electronic transaction or agreement.

We may route phone and text communications through a third-party service provider, and we or the service provider may record telephone conversations you have with us or its agents for quality control and training purposes, or for our own protection or legal compliance purposes.

8.2. SMS Terms

Signing Up for SMS Text Messages. You may sign up for SMS text messages in connection with the Services, including marketing text messages. By Opting In to text messages, you authorize us or our provider to use autodialer or non-autodialer technology to send text messages to the mobile phone number associated with your Opt-In. You authorize us to include marketing content in any such messages. You do not have to Opt In or agree to Opt In as a condition of any purchase. (For purposes of these SMS Terms, “Opting In,” “Opt In” and “Opt-In” refer to requesting, joining, agreeing to, enrolling in, signing up for, acknowledging, or otherwise consenting to receive any text messages.)

To opt out, you must text STOP in response to any SMS message sent from or on behalf of us. You understand and agree that any other method of opting out, including (but not limited to) texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.

By Opting In to text messages:

You are signing your Opt-In to the text messages.
You accept these Terms. Our text message-related activities are part of the Services as defined above.
You confirm that you are the subscriber to the relevant phone number or that you are the customary user of that number on a family or business plan and that you are authorized to Opt In.
You consent to the use of an electronic record to document your Opt-In. To withdraw that consent, request a free paper or email copy of the Opt-In, or to update our records with your contact information, please contact us as described at the end of our Privacy Policy. To view and retain an electronic copy of these SMS Terms or the rest of your Opt-In, you will need (i) a device (such as a computer or mobile phone) with Internet access, and (ii) and either a printer or storage space on such device. For an email copy, you’ll also need an email account you can access from the device, along with a browser or other software that can display the emails. These SMS Terms still will apply if you withdraw the consent mentioned above or opt out of the text messages.

After Opting In, in addition to the main messages the service offers, you may receive one or more welcome messages or administrative messages, such as (in some cases) a request to confirm your Opt-In.

Message and data rates may apply to messages that we send you or that you send us. You may receive multiple, recurring messages. We may terminate our text message programs or your participation in them at any time with or without notice, including, for example, before you have received any or all messages that you otherwise would have received, but these SMS Terms still will apply. You may receive one or more confirmation messages when you opt out or when your participation in the program otherwise ends. We and mobile carriers are not liable for delayed or undelivered messages.

For customer service regarding our SMS programs, contact us as provided at the end of these Terms.

Discontinuing or Transferring Your Phone Number. If at any time you intend to stop using the mobile telephone number that has been used to subscribe to text messaging, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the user opt out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these Terms. You further agree that, if you discontinue the use of your mobile telephone number without notifying us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your account or these Terms.

YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.

9. DISCLAIMER OF WARRANTIES

YOUR USE OF OR INABILITY TO USE THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IRIS GEAR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.

IRIS GEAR MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE SOME OR ALL OF THE SERVICES FOR INDEFINITE PERIODS OF TIME OR CANCEL SOME OR ALL OF THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.

IF YOU RELY ON ANY DATA OR INFORMATION OBTAINED THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF SUCH DATA OR INFORMATION.

CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

10. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO CASE WILL IRIS GEAR OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUPPLIERS, SERVICE PROVIDERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF IRIS GEAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICES OR ANY PRODUCTS PROCURED USING THE SERVICES, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

IN NO EVENT WILL IRIS GEAR’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED $100.00.

IF THE JURISDICTION WHERE YOU RESIDE DOES NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF LIABILITY PROVIDED IN THESE TERMS, THAT LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN IRIS GEAR AND YOU.

11. INDEMNITY

To the fullest extent allowed by applicable law, you agree to release, indemnify, defend, and hold harmless Iris Gear and its officers, directors, employees, affiliates, agents, contractors, suppliers, service providers, and licensors from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Services, your connection to the Services, your violation of these Terms, or your violation of any rights of another.

Iris Gear reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Iris Gear in asserting any available defenses. This provision does not require you to indemnify Iris Gear for any unconscionable commercial practice by Iris Gear or for Iris Gear's negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact. You agree that the provisions in this section will survive any termination of your account, these Terms or your access to the Services, including the purchase of any items on the Services.

If you are a California resident, you waive California Civil Code Section 1542, which provides: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party.

If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

12. MANDATORY ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

12.1. Application

You and Iris Gear agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

12.2. Initial Dispute Resolution

Most disputes can be resolved without resorting to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us at irisgearxyz@gmail.com and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account). This written description must be on an individualized basis. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Iris Gear, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration. If the parties do not reach an agreed-upon solution within a period of sixty (60) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision, you and Iris Gear agree to the further dispute resolution procedures below. The parties further agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.

12.3. Binding Arbitration

If the informal dispute resolution procedure does not lead to resolution, then either party may initiate binding arbitration as the sole means to resolve claims, (except as provided in Section 12.7 below) subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms’ formation, performance, and breach), the parties' relationship with each other, and/or your use of Iris Gear shall be finally settled by binding arbitration administered by National Arbitration and Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures, and, as applicable, Fees For Disputes When One of the Parties is a Consumer, Comprehensive Fees and Costs, and the Mass Filing Dispute Resolution Rules and Procedures, excluding any rules or procedures governing or permitting class actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at commercial@namadr.com.

12.4. Arbitrator’s Powers

The arbitrator or arbitration body, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, the question of waiver by litigation conduct, and/or any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

12.5. Filing a Demand and Arbitration Procedures

To start an arbitration, you must use the procedures set forth in the applicable NAM rules and send one copy of the Demand for Arbitration to us at: irisgearxyz@gmail.com. At minimum, your demand must set forth a detailed description of your claim, including information about your relationship to Iris Gear, and the amount of any damages you seek to recover. To the extent the Arbitrator finds the costs and fees for the arbitration will be prohibitive for you as compared to the costs of litigation, Iris Gear will pay as much of your filing, arbitrator, and hearing fees in the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive, regardless of the outcome of the arbitration, unless the Arbitrator determines that your claim(s) were frivolous or asserted in bad faith. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under applicable NAM rules where it deems appropriate, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Section 12 while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party's failure to comply with the informal dispute resolution procedure contemplated by Section 12.2.

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing, unless you and we both agree to another location or telephonic arbitration. For individuals residing outside the United States, arbitration shall be initiated in California, and you and Iris Gear agree to submit to the personal jurisdiction of any federal or state court in California in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Iris Gear (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

12.6. Class Action Waiver

YOU AND IRIS GEAR AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN THIS SECTION 11.6 AND SECTION 12.8 BELOW, 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 AND THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS, UNLESS IRIS GEAR PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.

If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

12.7. Exception: Litigation of Intellectual Property and Small Claims Court Claims

Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.

12.8. Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM against Iris Gear within reasonably close proximity ("Mass Filing"), the parties agree (i) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each batch; (iii) to accept applicable fees, including any related fee reduction determined by NAM in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 100 is filed, processed, and adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Iris Gear and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (vi) that the staged process of batched proceedings, with each set including 100 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. You agree to cooperate in good faith with Iris Gear and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This "Batch Arbitration" provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless Iris Gear otherwise consents in writing, Iris Gear does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in Section 12.6 above and this Section 12.8. If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled.

If any court or arbitrator determines that the batch arbitration procedures set forth in this paragraph is void or unenforceable for any reason, then the parties agree that this subsection shall be severed from the Section entitled Mandatory Arbitration and Class Action Waiver, and the court or arbitrator shall apply all other provisions in this Section to the maximum extent allowed by law.

12.9. 30-Day Right to Opt Out

You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to irisgearxyz@gmail.com with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of (a) August 16, 2023; or (b) your first use of the Services, whichever is later. Otherwise you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Iris Gear also will not be bound by them.

12.10. Changes to This Section

Iris Gear will provide thirty (30) days' notice of any changes to this Section by posting on the Services. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you by email. Changes to this Section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection shall be severed from the Section entitled Mandatory Arbitration and Class Action Waiver, and the court or arbitrator shall apply the first Mandatory Arbitration and Class Action Waiver section in existence after you began using the Services.

12.11. Survival

This Mandatory Arbitration and Class Action Waiver Section shall survive any termination of your use of the Services.

13. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Iris Gear may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who infringe the intellectual property of others. If you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide Iris Gear’s a written notice containing the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

• a description of the copyrighted work or other intellectual property that you claim has been infringed;

• a description of where the material that you claim is infringing is located on the Services;

• your address, telephone number, and email address;

• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Iris Gears’ Copyright Agent can be reached at irisgearxyz@gmail.com.

To be valid, a notice must be in writing and must follow the instructions above. You also may use the contact information in this Section to notify us of alleged violations of other intellectual property rights.

14. Termination

Iris Gear reserves the right at any time to modify, suspend, discontinue, or terminate, temporarily or permanently, some or all of the Services (or any part thereof), with or without notice. You agree that Iris Gear shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services.

We do not guarantee that any of our Services will be available at all times or at any given time or that we will continue to offer all or any of our Services for any particular length of time. We may change and update our Services without notice to you. We make no warranty or representation regarding the availability of our Services and reserve the right to modify or discontinue the Services in our sole discretion without notice, including for example, ceasing a contest or other Services for technical reasons (such as technical difficulties experienced by us or on the internet) or to allow us to improve user experience. NOTWITHSTANDING ANYTHING TO THE CONTRARY, YOU ACKNOWLEDGE AND AGREE THAT ANY OR ALL OF OUR SERVICES MAY BE TERMINATED IN WHOLE OR IN PART AT OUR SOLE DISCRETION WITHOUT NOTICE TO YOU. YOU ASSUME ANY AND ALL RISK OF LOSS ASSOCIATED WITH THE TERMINATION OF OUR SERVICES.

Iris Gear may terminate or suspend your right to access some or all of the Services, without prior notice or liability, if you breach any of the terms or conditions of these Terms or the Iris Gear Privacy Policy.

All provisions of these Terms, which by their nature should survive termination, shall survive termination, including, without limitation: Accuracy and Completeness of Information; Not Medical Advice; Intellectual Property Rights; Disclaimer of Warranties; Limitation of Liability; Indemnity; Mandatory Arbitration and Class Action Waiver; Termination; and General.

15. GENERAL

15.1. Section titles. The section titles in these Terms are for convenience only and have no legal or contractual effect.

15.2. Non-breach. Our failure to comply with these Terms because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond our reasonable control shall not be deemed a breach of these Terms.

15.3. Non-waiver. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

15.4. Remedies. All remedies under these Terms shall be cumulative and not exclusive.

15.5. Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms of use and shall not affect the validity and enforceability of any remaining provisions.

15.6. No Partnership. You and we acknowledge and agree that no partnership is formed and neither you nor e has the power or the authority to obligate or bind the other.

15.7. Assignment. You may not assign your rights under these Terms to any third party. We may assign our rights under this Terms without condition.

15.8. Entire Agreement. These Terms constitute the entire agreement between you and Iris Gear and govern your use of the Services, superseding any prior agreements between you and Iris Gear with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use Third Party Services.

15.9. Governing Law and Venue. These Terms will be governed by the laws of Delaware without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Iris Gear agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Delaware.

16. CONTACT US

If you have any questions or concerns about these Terms or the Services, or to report any violations of these Terms, please contact us at irisgearxyz@gmail.com.