Effective July 12, 2017
The International Anesthesia Research Society (“IARS”, or “we”) provides its users with services (the “Services”) through its website and software applications (including any updates, new versions or new releases thereof) entitled “OpenAnesthesia SelfStudyPLUS,” “OpenAnesthesia SelfStudyQbank” and other application names as released by IARS from time to time (collectively, the “IARS Application”).
Please read the following terms and conditions (our “Terms of Use”) carefully. These Terms of Use govern your access to and use of the Services, which begin on the date of purchase, and IARS Content (as defined below) and set forth the legally binding terms for your use of the Services and IARS Content.
Without limiting any other terms of these Terms of Use, by using the IARS Application, you understand and agree that IARS, as an agent on your behalf, will access and store your account information and content so that they are available to you through your use of the IARS Application and you give IARS permission to do so. You agree that any content that you submit while using the Services may be stored by IARS, although IARS does not undertake any obligations to maintain such submissions.
YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE IARS APPLICATION OR SERVICES, BY DOWNLOADING THE IARS APPLICATION TO ANY DEVICE OR ACCESSING ANY CONTENT THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES OR IARS CONTENT AND AGREE TO MAKE NO SUCH ACCESS OR USE.
1. Modification
IARS reserves the right, in its sole discretion, to modify, discontinue or terminate the Services or to modify these Terms of Use, at any time and without prior notice. If we modify these Terms of Use, we will post the modification within the IARS Application or otherwise provide you with notice of the modification. The date of most recent revision shall be noted at the beginning of these Terms of Use. By continuing to access or use the Services after we have posted a modification to these Terms of Use or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Use. If the modified Terms of Use are not acceptable to you, your only recourse is to cease using the Services. Notwithstanding the preceding sentences of this paragraph, no revisions to these Terms of Use will apply to any dispute between you and IARS that arose prior to the date of such revision. These Terms of Use may only be modified in writing as set forth in this paragraph, and may not be modified orally.
2. Eligibility and Access
The Services and IARS Content are intended solely for persons who are 13 or older. Any access to or use of the Services and IARS Content by anyone under 13 is expressly prohibited. By accessing or using the Services and IARS Content you represent and warrant that you are 18 or older or, if you are younger than 18, that you are at least 13 or older and have a parent’s or guardian’s permission to access or use the Services and IARS Content.
3. Privacy
By using the Services you are subject to IARS’ Privacy Policy located at the following link: https://www.openanesthesia.org/privacy-policy/, which is hereby incorporated into and made part of these Terms of Use. The Privacy Policy provides information and notices concerning IARS’ collection and use of your personal information. If you have any questions about the IARS Privacy Policy, you may write to the IARS at 44 Montgomery Street, Suite 1605, San Francisco, CA, 94104
4. Content
Certain types of content are made available through the Services and you may have access to additional content to the extent you purchase a membership in connection with use of our Services. “IARS Content” means IARS proprietary content, including but not limited to, IARS trademarks and logos made available through the Services, excluding Third Party Materials (as defined below).
5. Residency Program Director Data Sharing
If you are a resident using OpenAnesthesia services as part of a Department Program Agreement, or you are a resident using OpenAnesthesia services as part of a StudyGroup, you agree and acknowledge that IARS may share your performance data with your residency Program Director and or Department Instructors your Program Director approves. This sharing of data is in addition to the rights afforded to IARS with respect to my data under the IARS Privacy Policy, available at https://www.openanesthesia.org/privacy-policy
6. Third Party Materials and Agreements
You may be able to access, review, display or use third party services, resources, content or information (“Third Party Materials”) via the Services. You acknowledge sole responsibility for, and assume all risk arising from, your access to, use of or reliance upon any such Third Party Materials, and IARS disclaims any liability that you may incur arising from your access to, use of or reliance upon such Third Party Materials via an IARS Application. You further assume all responsibility for any data charges that you may incur for use of the IARS Application and/or access to any Third Party Materials. Your ability to access or link to Third Party Materials or third party services does not imply any endorsement by IARS of Third Party Materials or any such third party services. You acknowledge and agree that IARS: (a) is not responsible for the availability or accuracy of such Third Party Materials or the products or services on or available from such Third Party Materials; (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to, reliance on or use of such Third Party Materials; (c) does not undertake or assume any duty to monitor the IARS Application for inappropriate or unlawful content; and (d) does not make any promises to remove Third Party Materials from being accessed through the Services. Notwithstanding the foregoing, IARS reserves the right to block or remove Third Party Materials at any time in IARS’ sole discretion.
These Terms of Use do not authorize you to, and you may not, reproduce, distribute, publicly display, publicly perform, communicate to the public, make available, create derivative works of or otherwise use or exploit any Third Party Materials in violation of applicable copyright law, and the owners of such Third Party Materials may have the right to seek damages against you for any such violation.
7. Ownership
The Services and IARS Content are protected by copyright, trademark and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Use, IARS exclusively owns all right, title and interest in and to the Services and IARS Content, including all associated intellectual property rights. You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or IARS Content.
IARS claims no ownership interest in any Third Party Materials and expressly disclaims any liability concerning those materials.
8. IARS Application License
License Grant. Subject to your compliance with the terms and conditions of these Terms of Use, IARS grants you a limited, personal, non-exclusive, non-transferable license, without the right to sublicense, to download and install a copy of the IARS Application onto any authorized device you own and control, and run such copy of the IARS Application solely for your personal, non-commercial use. To the extent you purchase a membership in connection with use of our Services, you will also have access to additional IARS Content for the applicable membership period you purchased. Furthermore, with respect to any application accessed through or downloaded from app stores and other distribution points for content services, you may only use such application as permitted by the usage rules in such distributor’s terms of service, if applicable, and these Terms of Use. IARS reserves all rights in the IARS Application not expressly granted to you in these Terms of Use.
Restrictions. Except as expressly specified in these Terms of Use, you may not (a) copy or modify the IARS Application, including, but not limited to, adding new features or otherwise making adaptations that alter the functioning of the IARS Application; (b) transfer, sell, rent, lease, distribute, sublicense or otherwise assign any rights to, or any portion of, the IARS Application to any third party; or (c) make the functionality of the IARS Application available to multiple users through any means, including but not limited to distribution of the IARS Application or by uploading the IARS Application to a network or file-sharing service or through any hosting, application services provider or any other type of service. The IARS Application contains trade secrets, and in order to protect those secrets you agree not to disassemble, decompile or reverse engineer the IARS Application, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law. You must comply with any technical restrictions in the IARS Application that allow you to use the IARS Application only in certain ways.
Updates and Upgrades; No Obligation. IARS is not obligated to maintain or support the IARS Application, to provide all or any specific content through the IARS Application, or to provide you with updates, upgrades or services related thereto. You acknowledge that IARS may from time to time in its sole discretion issue updates or upgrades to the IARS Application, disable access to the IARS Application for any period of time or permanently, and may automatically update or upgrade the version of the IARS Application that you are using on your mobile device. You consent to such automatic updating or upgrading on your mobile device, and agree that the terms and conditions of these Terms of Use will apply to all such updates or upgrades. IARS shall have no liability to you arising out of any unavailability of the IARS Application.
Term and Termination. The license to the IARS Application granted under these Terms of Use remains in effect, unless earlier terminated by you or IARS in accordance with this provision; provided that, to the extent you purchase a membership in connection with use of our Services, you will only have access to the additional IARS Content for the applicable membership period you purchased. Subject to our refund policy, you may terminate the license at any time by destroying all copies of the IARS Application in your possession or control. Without limiting any other terms of these Terms of Use, the license will automatically terminate without notice from IARS if you breach any terms of these Terms of Use. Upon any termination of these Terms of Use, you must cease all use of the IARS Application and promptly delete and destroy all copies, full or partial, of the IARS Application.
Proprietary Rights. The copy of the IARS Application is licensed, not sold, to you. You agree that IARS and its licensors own all right, title and interest in and to the IARS Application, including all intellectual property rights therein, and that IARS retains ownership of all copies of the IARS Application even after installation on your mobile device. The IARS Application is protected by United States copyright law and international treaties. You will not delete or in any manner alter the copyright, trademark and other proprietary rights notices or markings appearing on the IARS Application as delivered to you.
U.S. Government End Users. The IARS Application and related documentation are “commercial items” as that term is defined in the Federal Acquisition Register (“FAR”) 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and Defense Federal Acquisition Register (“DFARS”) 227.7202. If the IARS Application and related documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the IARS Application and related documentation will be only those specified in these Terms of Use.
Export Control. You may not use, export, re-export, import or transfer the IARS Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the IARS Application, and any other applicable Laws. In particular, but without limitation, the IARS Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the IARS Application, you represent and warrant that you are not located in any such country or on any such list. You also may not use the IARS Application for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
9. Copyrighted Materials: No Infringing Use
You may not use the Services to offer, display, distribute, transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party.
10. General Prohibitions
You agree not to do any of the following while using the Services or IARS Content:
- Use, display, mirror, frame or utilize framing techniques to enclose the Services, or any individual element or materials within the Services, IARS’ name, any IARS trademark, logo or other proprietary information, the content of any text or the layout and design of any page or form contained on a page, without IARS’ express written consent;
- Attempt to probe, scan or test the vulnerability of any IARS system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by IARS or any of IARS’ providers or any other third party (including another user) to protect the Services or IARS Content;
- Access or search the Services or IARS Content through the use of any engine, software, tool, agent, device or mechanism other than the software provided by IARS or other generally available third party web browsers;
- Use any meta tags or other hidden text or metadata utilizing a IARS trademark, logo URL or product name without IARS’ express written consent;
- Use the Services or IARS Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Use;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or IARS Content to send altered, deceptive or false information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or IARS Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network connected to the Services;
- Use the Services to do anything misleading, malicious or discriminatory;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
IARS will have the right to investigate and take all appropriate legal action to prevent, stop or deter violations of any of the above, including infringement of intellectual property rights and Services security issues. IARS may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use or the rights of any third party.
You acknowledge that IARS has no obligation to monitor your access to or use of the Services or IARS Content or to review or edit any Third Party Materials, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. IARS reserves the right, at any time and without prior notice, to remove or disable access to any IARS Content and Third Party Materials, that IARS, in its sole discretion, considers to be in violation of these Terms of Use or otherwise harmful to the Services.
11. Termination
If you breach any of these Terms of Use, without limiting IARS’ other rights and remedies hereunder, IARS will have the right to suspend or disable your account or terminate these Terms of Use, at its sole discretion and without prior notice to you. IARS reserves the right to revoke your access to and use of the Services and IARS Content at any time, with or without cause. In the event IARS terminates these Terms of Use for your breach, you will remain liable for all amounts due hereunder. Subject to our refund policy discussed below, you may cancel your account at any time by sending an email to [email protected] Without limiting any other terms of these Terms of Use, you may stop using the Services at any time.
Following termination of your account, we may retain an archived copy of your records as required by law or for legitimate business purposes.
After any termination, you understand and acknowledge that we will have no further obligation to provide the Services and all licenses and other rights granted to you by these Terms of Use will immediately cease. IARS will not be liable to you or any third party for termination of the Services or termination of your use of either. UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION THAT YOU HAVE SUBMITTED VIA THE SERVICES WILL NO LONGER BE ACCESSIBLE BY YOU VIA THE SERVICES.
Any suspension, termination or cancellation will not affect your obligations to IARS under these Terms of Use (including, without limitation, proprietary rights and ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive and do survive such suspension, termination or cancellation.
12. Refunds
In connection with the purchase of a membership in connection with use of our Services, to the extent a user notifies IARS within 30 days of purchasing such membership that such user is experiencing difficulty with the functionality of the IARS Application and IARS is unable to resolve such issue, such determination to be made in IARS’ reasonable discretion, then IARS will provide such user with a partial refund of such user’s membership fee. The percentage of such user’s membership fee that is refunded shall equal the percentage obtained by dividing (i) the total number of questions in the IARS question bank that were unanswered by such user at the time IARS was notified of the functionality issue by (ii) the total number of questions in the IARS question bank at the time IARS was notified of the functionality issue.
13. Disclaimers
THE SERVICES, IARS CONTENT, AND THIRD PARTY MATERIALS ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, IARS EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. IARS MAKES NO WARRANTY THAT THE SERVICES, IARS CONTENT, OR THIRD PARTY MATERIALS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM IARS OR THROUGH THE SERVICES OR IARS CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. Medicine is an ever-changing science and while efforts have been made to assure the accuracy of the IARS Content, the IARS APPLICATION IS PURELY EDUCATIONAL AND IS NOT INTENDED to offer advice regarding patient management.
14. Indemnity
You agree to defend, indemnify, and hold IARS, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services or IARS Content, or your violation of these Terms of Use.
15. Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES, INCLUDING THE IARS APPLICATION, AND CONTENT THEREIN REMAINS WITH YOU. NEITHER IARS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR IARS CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT THEREIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT IARS 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.
IN NO EVENT WILL IARS’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT THEREIN EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN IARS AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
16. Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of IARS used herein are trademarks or registered trademarks of IARS. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
17. Dispute Resolution
Mandatory Arbitration. Please read this carefully. It affects your rights. YOU AND IARS AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.
Commencing Arbitration. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to IARS, to you via any other method available to IARS, including via e-mail. The Notice to IARS should be addressed to: 44 Montgomery Street, Suite 1605, San Francisco, CA 94104 (the “Arbitration Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (the “Demand”). If you and IARS do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or IARS may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (the “Rules”), AS MODIFIED BY THIS AGREEMENT. The Rules and AAA forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. If you are required to pay a filing fee to commence an arbitration against IARS, then IARS will promptly reimburse you for your confirmed payment of the filing fee upon IARS’ receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000, in which case you are solely responsible for the payment of the filing fee.
Arbitration Proceeding. The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. You and IARS agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (b) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
No Class Actions. YOU AND IARS AGREE THAT YOU AND IARS MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws of the State of California in conducting the arbitration. You acknowledge that these terms and your use of the Service evidences a transaction involving interstate commerce. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in these Terms of Use.
Governing Law. These Terms of Use and your use of the Service shall be governed by the substantive laws of the State of California without reference to its choice or conflicts of law principles.
Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which IARS seeks equitable relief of any kind. You acknowledge that, in the event of a breach of these Terms of Use by IARS or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against IARS and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in these Terms of Use.
Claims. You and IARS agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Terms of Use or the Services, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
Improperly Filed Claims. All claims you bring against IARS must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section shall be considered improperly filed. Should either you or IARS file a claim contrary to this Dispute Resolution section, the other party may recover reasonable attorneys’ fees and costs up to $5,000, unless such claim is withdrawn within thirty (30) days of receipt of notice that the claim was improperly filed.
18. Entire Agreement
These Terms of Use constitute the entire and exclusive understanding and agreement between IARS and you regarding the Services and IARS Content, and these Terms of Use supersede and replace any and all prior oral or written understandings or agreements between IARS and you regarding the Services and IARS Content.
19. Assignment
You may not assign or transfer these Terms of Use, by operation of law or otherwise, without IARS’ prior written consent. Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null and of no effect. IARS may freely assign these Terms of Use. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors, and permitted assigns.
20. Notices
You consent to the use of: (a) electronic means to complete these Terms of Use and to deliver any notices or other communications permitted or required hereunder; and (b) electronic records to store information related to these Terms of Use or your use of the Services. Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Use, will be in writing and given by IARS (x) via email if applicable (in each case to the address that you provide); or (y) by posting to the Services. For notices made by e-mail, the date of transmission will be deemed the date on which such notice is transmitted.
21. General
These Terms of Use shall not be modified except in a writing, signed by both parties, or by a change to these Terms of Use made by IARS as authorized in these Terms of Use. The heading references used in these Terms of Use are for convenience purposes only, do not constitute a part of these Terms of Use, and shall not be deemed to limit or affect any of the provisions hereof. The failure of IARS to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of IARS. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect. There are no third-party beneficiaries of these Terms of Use unless provided expressly by this agreement. You agree that no joint venture, partnership, employment or agency relationship exists between you and IARS as a result of these Terms of Use or your use of the Services.
22. Relationship of the Parties
Nothing contained in these Terms of Use shall be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the parties. Neither party nor their agents have any authority of any kind to bind the other party in any respect whatsoever, and the relationship of the parties is, and at all times shall continue to be, that of independent contractors.
23. Disclosure
The Services hereunder are offered by IARS located at 44 Montgomery Street, Suite 1605, San Francisco, CA 94104. You may contact us by sending correspondence to the foregoing address or by emailing us at [email protected] If you are a California resident, you may have these Terms of Use mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms of Use.
24. Feedback
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). You may submit Feedback by emailing us at [email protected] You acknowledge and agree that all Feedback will be the sole and exclusive property of IARS and you hereby irrevocably assign to IARS and agree to irrevocably assign to IARS all of your right, title, and interest in and to all Feedback, including without limitation, all worldwide patent rights, copyright rights, trade secret rights and other proprietary or intellectual property rights therein. At IARS’ request and expense, you will execute documents and take such further acts as IARS may reasonably request to assist IARS to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
