I. Digital Product Agreement
II. Performance and Commitments
When IRC accepts a Product order, IRC will provide the User the entitlements specified in the order. Users may access the Product from any location via a network connection. The Products are designed to be available 24/7 subject to maintenance. Users will be notified of scheduled maintenance. Users may access and use the Product that they order only to the extent of entitlements acquired by the User. Users are responsible for use of the Product by any party who accesses the Product with their account credentials. IRC does not authorize use of any Product for any unlawful or inappropriate purposes, unauthorized access or interference, viruses or harmful code. Users are not authorized to use the Product to provide any goods or services to any third party.
Users must have internet access. DSL, cable or another high speed Internet connection is required for proper transmission and use of the Product. User is responsible for procuring and maintaining the network connections and all software and equipment that may be necessary to connect and access the Product. IRC assumes no responsibility for the reliability or performance of any computer networks, connections, or systems not owned or operated by IRC. User shall provide IRC with accurate, current and complete information on User’s legal business name, address, email address, and phone number, and maintain and promptly update this information if it should change.
III. Payment and Refund Policy
In consideration of the limited right to use the Product, User will pay the fees specified order as a condition precedent to receiving access to the Product. All amounts are payable in U.S. dollars. Once an order has been placed with IRC, it is final and no refunds shall be issued for any reason. IRC may terminate this Agreement and terminate User’s access to the Product at any time for any reason upon notice to the User. Upon termination or expiration of this Agreement for any reason, User shall have no rights to continued use or access to the Product. Regardless of the reason for termination, User shall not be entitled to any refund whatsoever.
IV. Confidentiality and Intellectual Property Protection
- Confidential Information.For purposes of this Agreement, “Confidential Information” shall include the terms of this Agreement, Customer Data, IRC’s content, the Product, templates, software, tools, online courses, online database, customer data, IRC’s business information and data, IRC’s proprietary technology, business processes, and technical product information, designs, and all communication between User and IRC regarding the Product. Notwithstanding the foregoing, Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the Receiving Party; (4) the Receiving Party becomes aware of from a third party not bound by nondisclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party; (5) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (6) is aggregate data regarding use of IRC’s products and services that does not contain any personally identifiable or Customer-specific information.
- Non-Disclosure Obligations. User agrees to (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information except to the extent necessary to perform obligations or exercise rights under this Agreement; and (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). Notwithstanding the foregoing, this Section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or a regulation.
IRC warrants it will provide the Products using commercially reasonable care and skill in accordance with this Agreement. IRC does not warrant uninterrupted or error-free operation of the Products. These warranties are the exclusive warranties from IRC. They replace all other warranties, including the implied warranties or conditions of satisfactory quality, merchantability, noninfringement, and fitness for a particular purpose.
Both User and IRC represent and warrants that (i) such party has the full corporate right, power and authority to enter into this Agreement and perform its obligations hereunder; (ii) the execution of this Agreement by such party, and the performance of its obligations and duties hereunder, do not and will not violate any agreement to which such party is bound; (iii) this Agreement, when executed and delivered, will constitute the legal, valid and binding obligation of such party in accordance with the terms of this Agreement; and (iv) such party will not knowingly use the rights granted to it for any unlawful purpose.
EXCEPT AS SET FORTH IN THIS AGREEMENT, IRC DOES NOT MAKE ANY OTHER WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER, AND SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
VI. Limitation of Liability
IRC shall not be liable to User or third-party for any incidental, consequential, indirect, or special damages, including without limitation, damages for loss of revenue, lost profits, or punitive damages, even if advised of the likelihood of such damages by reason of performance or non performance under this Agreement, whether under theory of contract, tort (including negligence) or otherwise. In no event will IRC’s liability hereunder exceed the total amount of the Product purchased under this Agreement.
User expressly agrees that use ofthe Product is at User’s sole risk. NeitherIRC.com nor its owners or any officers, directors, or employees, agents, third-party content providers, merchants, sponsors, licensors (collectively, Providers), or the like, warrant thataccess to the Product will be uninterrupted or error free, nor do they make any warranty as to the results that may be obtained from the use the Product.
THE PRODUCT IS PROVIDED BYIRC.COM ON AN “AS IS” AND “AS AVAILABLE” BASIS. IRC.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE PRODUCT. IRC WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE PRODUCT, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BYIRC SHALL CREATE A WARRANTY.
Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states liability is limited to the fullest extent permitted by law.
VII. Compliance with Laws; Choice of Law; Jurisdiction; Venue
User is responsible for complying with all applicable laws, rules and regulations.The choice of forum and law isthe State of Michigan, United States. This Agreement is made under and shall be governed by and construed in accordance with the laws of the State ofMichigan, without regard to its conflicts of law principles and specifically excluded from application to this Agreement the United Nations convention on the international sale of goods. All actions under this Agreement shall be brought in the state or federal Courts of the State of Michigan within the jurisdiction of the United States District Court for the Eastern District of Michigan or Oakland County, Michigan.
The United States export control laws regulate the export and reexport of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. User agrees to abide by these laws and their regulations—including but not limited to the Export Administration Act and the Arms Export Control Act and not to transfer, by electronic transmission or otherwise, any Content derived fromIRC.com to either a foreign national or a foreign destination in violation of such laws.
VIII. No Employment or Business Relationship
Nothing in this Agreement should be construed to place IRC and User in an agency, employment, franchise, joint venture, or partnership relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained shall give rise or is intended to give rise to any rights of any kind to any third party. Neither party will represent to the contrary, either expressly, implicitly or otherwise.
The provisions of this Agreement are intended to be severable. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
XII. No Waiver
Failure by IRC to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.