IRIX End User License Agreement

Effective Date: 10 November 2019

This End User License Agreement (the "Agreement") is a binding agreement between you ("End User", "you" or "your") and Alberto Malagoli ("Company", "we,'' "us" or "our"). This Agreement governs the relationship between you and us, and your use of the Company’s IRIX software application ("Software"). Throughout this Agreement, End User and Company may each be referred to as a "Party" or collectively, the "Parties".

If you are using the Software on behalf of your employer or other entity (an "Organization") for whose benefit you utilize the Software or who owns or otherwise controls the means through which you utilize or access the Software, then the terms "End User", "you", and "your" shall apply collectively to you as an individual and to the Organization. If you use or purchase a license to the Software on behalf of an Organization, you hereby acknowledge, warrant, and covenant that you have the authority to:

  • purchase a license to the Software on behalf of the Organization;
  • bind the Organization to the terms of this Agreement.

By downloading, installing, accessing, or using the software you:

  • affirm that you have all of the necessary permissions and authorizations to access and use the software;
  • if you are using the software under a license purchased by an organization, that you are authorized by that organization to access and use the software
  • acknowledge that you have read and that you understand this agreement;
  • represent that you are of sound mind and of legal age (18 years of age or older) to enter into a binding agreement; and
  • accept and agree to be legally bound by the terms and conditions of this agreement.

If you do not agree to these terms, do not download, install, access, or use the software. if you have already downloaded the software, delete it from your computing device.

This Agreement is effective between You and the Company as of the date of Your accepting this Agreement.

Changes to this agreement

We reserve the exclusive right to make changes to this Agreement from time to time. Your continued access to and use of the Software constitutes your agreement to be bound by, and your acceptance of the terms and conditions posted at such time. You acknowledge and agree that you accept this Agreement (and any amendments thereto) each time you load, access, or use the Software. Therefore, we encourage you to review this Agreement regularly.

If within thirty (30) days of us posting changes or amendments to this Agreement, you decide that you do not agree to the updated terms, you may withdraw your acceptance to the amended terms by providing us with written notice of your withdrawal to the email address provided at the end of this document. Upon providing us with written notice of the withdrawal of your acceptance, you are no longer authorized to access or use the Software and you must delete it from your computer (a "Computing Device").

License

License Grant

Subject to the terms of this Agreement, the Company grants you a revocable, limited, non-exclusive and non-transferable license to:

  • download, install and use the Software on a maximum of three (3) Computing Devices per single-user license that you have purchased and been granted;
  • access, view, and use on such Computing Devices the End User Provided Materials (see the corresponding section) made available in or otherwise accessible through the Software, strictly by this Agreement, and any other terms and conditions applicable to such End User Provided Materials;
  • install and use the trial version of the Software on a maximum of one (1) Computing Device for a trial period of thirty (30) unique days after installation;
  • receive updates and new features that become available;

License Restrictions

You shall not:

  • copy the Software, except as expressly permitted by this license;
  • modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any of its parts;
  • reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any of its parts;
  • remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Software, including any copy thereof;
  • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or any features or functionality of the Software to any third party for any reason, including by making the Software available on a network where it is capable of being accessed by any third party who is not expressly granted a license to the Software by Company;
  • remove, disable, circumvent, or otherwise create or implement any workaround to any copyright protection, rights management or security features in or protecting the Software;
  • use the trial version of the Software if the trial period expired;
  • be entitled to any compensation from the Company.

Your Responsibilities

You shall register and use the Software only per the Agreement and applicable laws and government regulations. You shall not knowingly permit anyone to use the Software for purposes of deriving its source code or for purposes other than as authorized in this Agreement. You agree to use all reasonable efforts to ensure that persons employed by You or under Your direction and control abide by the terms and conditions of this Agreement. In the event you become aware that the Software is being used by such persons in a manner not authorized by this Agreement, You shall immediately notify the Company in writing of such facts and You shall immediately use all reasonable efforts to have such unauthorized use of the Software immediately cease, and to recover any copies of the Software that were made in violation of this Agreement.

Term and Termination

The term of Agreement (the "Term") commences when you download the Software and will continue in effect until terminated by you or by Company as outlined in this Section. This Agreement may also be terminated by the termination of the License Agreement.

You may terminate this Agreement by deleting the Software and all copies from your Computing Device.

Company may terminate this Agreement without any notice if you violate any of the terms and conditions of this Agreement.

Upon termination: all rights granted to you under this Agreement will be terminated, and you must cease all use of the Software and delete all copies of the Software from your Computing Device.

Termination will not limit any of Company’s rights or remedies at law or in equity.

Payments

Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle provides all customer service inquiries and handles returns.

Software

Use of the Software and Account Security

The Company is not a provider of hardware or equipment. accordingly, the company is not responsible for any hardware or equipment that you may utilize in connection with the software.

You are responsible and liable for all users of the Software it licenses under this Agreement, including any unauthorized uses due to loss, theft or unauthorized distribution of the Software. Specifically, and without limiting the generality of the foregoing, you are responsible and liable for all actions and failures to take required actions with respect to the Software by its authorized users or by any other person to whom you provide access to or use of the Software and/or documentation, whether such access or use is permitted by or in violation of this Agreement.

The Software is intended as a tool to assist in collecting, organizing and sharing colors, and may only be downloaded from our website (https://irix.app).

You must lawfully acquire the Software from us, otherwise, you do not have a right to use the Software.

To utilize the Software, you may be required to set up a unique user profile and create a unique, individual user account (an "Account") to which the Software is registered.

If available and applicable, to create your Account and generally use the Software, you may be asked to provide us with at least the following information (along with any fields or data marked as mandatory as part of the Account creation process):

  • your first and last name;
  • your primary email address;
  • your credit card information.

You may be able to download, access, and utilize the Software on a provisional or limited basis, for a limited time, without creating an Account or registering your copy of the Software.

If you purchase the Software on behalf of an individual third person, such party must accept the terms of this Agreement before using the Software.

We reserve the right, at any time, to require you to purchase a license, create an Account and/or register your copy of the Software to continue your use of the Software.

We expressly reserve the right to block a license from future use where the number of devices or users exceeds the number of devices allowed. Furthermore, we have the right to disable your copy of the Software, your Account, or your license at any time if in our sole opinion, you have violated any provision of this Agreement or if your continued use of the Software may cause harm to the Company or any other third party.

You are responsible for keeping your Account and password information secure. You agree to notify us immediately of any unauthorized access to or use of your Account, license, user name, information, or password or any other breach of security. You should use particular caution when accessing your account so as not to provide third parties with your Account license credentials.

You acknowledge and agree that certain functionalities and features of the Software may be dependent upon factors outside of our control, including but not limited to your Computing Device, the operation of third-party provided hardware and network services.

Some of the software’s features rely on third-party communications networks and technology, accordingly, the software may experience occasional failures or delays in the delivery or receipt of properly sent information or data.

We reserve the right to change, suspend, disable, or delete any features or functionality of the Software at any time and without notice.

Usage and Other Data

The Software, by default, automatically collects and sends to the Company and/or its third-party agents

  • general usage information, such as actions and durations of those actions and
  • bug reports when the Software experiences a crash.

This information is used by the Company to improve the Software and related products and services. If you do not want the Company to collect such general usage information and/or bug reports, You may opt-out from the application settings screen.

Compliance Measures

You acknowledge and agree that the Company and its subsidiaries may collect and use technical and related information to improve the Company’s products or to provide services or technologies. The Company and any subcontractors to whom your data is provided shall maintain a commercially reasonable data security program, which shall include reasonable and appropriate technical, organizational and security measures against the destruction, loss, unauthorized access or alteration of data in the possession of the Company or its subcontractors, and which shall be

  • no less rigorous than those maintained by the Company for its information of a similar nature, and
  • no less rigorous than typical security standards in the industry.

The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under the License Restrictions Section. You shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to, any such copy protection or security features. Any violation of this Section by you shall be considered a breach of this Agreement.

You acknowledge and agree that the Software is "seeded" with code and/or content features as a way to ensure compliance with this Agreement and Company’s Intellectual Property Rights; such compliance mechanisms will not negatively impact your usability of the Software.

Updates

The Company may, from time to time, in its sole discretion, develop and provide upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality.

The Company does not guarantee that the Updates will be made or provided, and the Company has sole discretion as to the type, scope, or timing of Updates, or whether or not to issue them. Accordingly, you agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality, and expressly disclaims any liability for not doing so.

You further agree that all Updates will be deemed Software, and related documentation will be deemed Updates. All Updates shall be deemed Software, and Updates shall be subject to all terms and conditions of this Agreement.

Your purchased license to the Software grants you the right to receive Updates (if and when the Company makes them available) at no additional cost.

Contents

Technical support

You are entitled to access any online user guides, knowledge bases and self-help tools, or other technical support resources (collectively, "Technical Support") offered by the Company from time to time. Technical Support may be modified by the Company in its sole discretion, effective immediately upon posting on the Company website.

End-User Provided Materials

You acknowledge and agree that the Company is not responsible for the accuracy, completeness, correctness, timeliness, validity, copyright compliance, legality, decency, formatting, quality, availability, or any other aspect of materials, information of data uploaded or input into the Software by you directly, or that is collected through the operation of the Software (collectively, the "End User Provided Materials"). The Company does not assume and expressly disclaims any liability or responsibility to you or any other person or entity for any end user-provided materials.

Intellectual Property

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") that are part of the Software that are otherwise owned by the Company shall always remain the exclusive property of the Company (or of its suppliers or licensors, if and when applicable). Nothing in this Agreement grants you (or any Organization) a license to the Company’s Intellectual Property Rights.

You (or the Organization, if and as applicable) shall retain ownership of all Intellectual Property Rights in and to the work products that you create through or with the assistance of the Software.

The Company and its licensors own all right, title and interest to the Software and any modifications, ideas, or recommendations provided by You, together with all associated intellectual property rights. You assign to and agree that the Company shall own and have the right to exploit and including in the Software any suggestions, enhancements requests, feedback, recommendations or other information provided by you related to the Software or any other Company product or service.

This Agreement does not convey or transfer any ownership in the Software or any other Company product or service, or their associated intellectual property rights. Your license rights to the Software under this Agreement are strictly limited to the right to use by the terms of this Agreement. This Agreement provides You with no use rights to any other Company product or service. Should you desire to purchase other products or services, please contact the Company for assistance in doing so.

Third-Party Materials

The Software may display, incorporate the use of, include or make available third-party content (including data, information, applications, and other products, services, and/or materials), software, or services ("Third Party Materials"). You acknowledge and agree that the Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The Company does not assume and will not have any liability or responsibility to you or any other person or entity for any third-party materials. Third-Party Materials and links are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

Disclaimers

Disclaimer of Warranties

To the fullest extent permitted by law, the Software is provided on an "as is" basis, without remedies or warranties of any kind, express or implied, including without limitation the warranty of merchantability, fitness for a particular purpose, title, and non-infringement. The entire risk as to the quality and performance of the software is borne by you. The Company does not represent or warrant that the software will satisfy your requirements; will operate without interruption; is secure, free from bugs, viruses, interruptions, errors, or other program limitations. You further acknowledge that there is no guarantee that the software will perform as you anticipate. You assume all responsibility for determining whether the software or the information generated thereby is accurate or sufficient for your purposes. You assume full responsibility for your use of the software, including regularly backing-up your data.

You expressly agree that your use of the software is at your sole risk. If you download and/or use the software, you do so at your discretion and risk. You will be solely responsible for any damage to your computer system or mobile device or loss of data that results from the use of the software or the download of any software. We reserve the right to restrict or terminate your access to the software or any feature or part thereof at any time. The Company assumes no responsibility for the deletion, misdelivery or failure to store any data or personalization settings.

Limitation of Liability

To the fullest extent permitted by applicable law, in no event will the Company or its affiliates, or any of its or their respective licensors or service providers, have any liability arising from or related to your use of (or inability to use) the software or any associated services for personal injury, wrongful death, personal or professional negligence, property damage, loss of data, loss of goodwill, breach of privacy, unauthorized access of your data by third parties, loss of data, business interruption, computing device failure or malfunction or any other consequential, incidental, indirect, exemplary, special, or punitive damages.

General provisions

Limitation of Time to File Claims

Any cause of action or claim you may have to arise out of or relating to this agreement or the software must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.

Indemnification

You agree to indemnify, defend and hold harmless the Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind, including reasonable attorneys’ fees, arising from or relating to:

  • your use or misuse of the Software;
  • your failure to comply with any applicable law, regulation, or government directive;
  • your breach of this Agreement; or
  • your agreement or relationship with an Organization (if applicable) or any third party.

Furthermore, you agree that the Company assumes no responsibility for the information or content you submit or make available through this Software or the content that is made available to you by third parties.

Severability

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

Waiver

The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.

No Employment or Agency Relationship

No provision of this Agreement, or any part of the relationship between you and the Company, is intended to create nor shall they be deemed or construed to create any relationship between you and the Company other than that of and end-user of the Software and services provided.

Governing Law

The Company is based in Ireland and maintains compliance with Ireland laws and regulations. If you purchase the Software and/or use it from outside Ireland, you are solely and exclusively responsible for compliance with local laws.

Headings

The headings in this Agreement are for reference only and shall not limit the scope of, or otherwise affect, the interpretation of this Agreement.

Entire Agreement

This Agreement contains the entire agreement between you and the Company concerning the Software and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, for the Software.

Comments, Concerns, and Notifications

The Software is operated by Alberto Malagoli. All feedback, comments, requests for technical support and other communications relating to the Software should be directed to: support@irix.app