Iron.io Terms of Service
Last Updated: November 6, 2013
As a user of Iron.io, you agree to the following terms and conditions and any policies or amendments that may be presented to you from time to time (collectively, the "Terms").
Use of Iron.io Services
Iron.io, Inc. ("Iron.io") provides cloud application services to you in the form of IronMQ, IronWorker, IronCache, and other services that may from time to time be offered ("Iron.io Services"), provided that you are of legal age and standing to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction.
In order to access Iron.io Services, you may be required to provide current and accurate identification, including a valid email address, and other information as part of the registration process or use of Iron.io Services.
You are responsible for maintaining the confidentiality and security of your account and password, and are responsible for all activities that occur under your account. Iron.io cannot and will not be liable for your failure to comply with this security obligation.
You agree that you are responsible for the conduct of the messaging, task processing, data caching, and other service activity that you manage, run, and/or operate through or via the use of Iron.io Services and such conduct shall be only for purposes that are legal, proper and in accordance with the provisions of these Terms and the Iron.io Applicable Use Policy, which is included herein by reference.
You agree to immediately discontinue any use of Iron.io Services that violates the Applicable Use Policy. Iron.io reserves the right (but shall have no obligation) to take actions necessary to discontinue, disable, or otherwise take-down any use of Iron.io Services that do not adhere to the Applicable Use Policy. You further acknowledge that you are solely responsible for maintaining and backing up any data, code, or applications that Iron.io Services may access or interact with.
You agree that you will not engage in any activity that interferes with or disrupts Iron.io Services or servers or networks connected to Iron.io Services and that you will access Iron.io Services only through the interfaces and commands generally made available by Iron.io, unless otherwise provided for under a separate agreement.
Users outside of the United States agree to comply with their own local rules regarding online conduct, including laws regulating the export of data to and from the United States or your country of residence.
A valid credit card is required for paying accounts (and may be required for additional free monthly resources).
Billing for will be on a monthly basis and is non-refundable unless otherwise noted on the Pricing policies for Iron.io Services or as otherwise noted in a seperate Service Order (as in the case of Professional Plans or above).
Monthly-based subscriptions for Starter/Developer Plans and certain Professional Plans will be billed at the end of the month.
Any upgrade or downgrade in plan level will be charged at the new rate in the month in which the change is made. Certain discounts may be applied if a plan is selected after the beginning of the month for that month to accommodate partial resource usage.
Resource usage above plan amounts will be factored into the most current plan at the time of billing. (By way of explanation, any resource amounts over plan under a previous plan will be wrapped into the resource amounts under the new plan in the month the change is made.)
Resource usage that extends beyond the plan amount will be billed at "pay as you go rates" on a usage-based basis. Additional resource rates are listed on the Pricing page for each service. Note that you can limit Iron.io Services usage to a plan amount on a service-by-service basis via settings in the Plans section of your account page.
Downgrading a subscription plan may cause the loss of features or diminished capacity of your account. Iron.io does not accept any liability for such loss.
For Pro Tier plans, Iron.io reserves the right to charge up to 50% of the first months charges immediately prior to or within the first month of service.
Enterprise Plans and Professional Plans may be billed on a quarterly or annual basis as agreed to by the parties and indicated in a seperate Service Order. In the event such plans remain on a monthly basis, Iron.io reserves the right to charge in advance for such services or up bill a portoin of the first month’s charges immediately prior to or within the first month of service.
Usage-based plans, if offered, will be billed by resource usage as applicable for each Service. Charges are solely based on Iron.io's measurements of your usage, unless otherwise agreed to in writing.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Iron.io reserves the right to discontinue the provision of Iron.io Services to you for any late payments. You are responsible for paying all reasonable expenses and attorneys fees Iron.io incurs collecting late amounts. To the fullest extent permitted by law, (1) you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights) and (2) refunds (if any) are at the discretion of Iron.io and shall be in the form of credit for Iron.io Services.
Iron.io may change its fees and payment policies for Iron.io Services at any time. In the event such changes might have a monetary effect on paying customers, Iron.io will notify affected customers at least thirty (30) days prior to the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website for Iron.io Services.
Iron.io claims no ownership or control over any messages, content, code, or data (collectively "Service Data") sent, received, submitted, run, accessed, or otherwise processed by you via Iron.io Services. You or a third party licensor, as appropriate, retain all intellectual property rights including patent, trademark and copyright to such Service Data. By using Iron.io Services, you give Iron.io a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, publicly perform, and distribute the Service Data for the sole purpose and only to the extent necessary to enable Iron.io to provide you with Iron.io Services.
You agree that Iron.io may make reasonable use of your name, logos, domain names and other distinctive brand features in presentations, marketing materials, and website listings for the purpose of advertising or publicizing your use of Iron.io Services. Such use shall be in accordance with any trademark guidelines you may have in place.
Iron.io grants you a personal, worldwide, non-transferable, and non-exclusive right and license to use Iron.io Services subject to these Terms; provided that you or any third party enabled by you do not copy, modify, create a derivative work of, reverse engineer, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right to Iron.io Services or Iron.io intellectual property.
You acknowledge and agree that Iron.io Services and any necessary software used in connection with Iron.io Services may contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties.
Iron.io grants you a limited, non-exclusive, royalty-free, non-transferable license to display the Iron.io trademarks and/or logos in reasonable (and good-looking) manner for the expressed purpose of promoting or advertising that you use Iron.io Services, provided the use in accordance with Iron.io's current Trademark Guidelines, if any. You agree that all goodwill generated through your use of the Iron.io Marks shall inure to the benefit of Iron.io. Iron.io reserves the right to purchase beers or similar beverages on your behalf for your benefit for such display at such time and manner as Iron.io may choose, doubly so if you make reference to this clause.
No Resale or Unauthorized Use
You agree not to resell any Iron.io Service or provide unauthorized access to any Iron.io Service unless specifically authorized in a separate written agreement.
You may discontinue your use of Iron.io Services at any time. If you cancel Iron.io Services under a monthly plan before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again. Usage-based plans will be billed for as long as services charges are being incurred.
You agree that Iron.io may at any time and for any reason terminate your access to Iron.io Services, terminate the Terms, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to Iron.io Services, your account, any project links or any Service Data. Sections 6 (Termination), 7 (Indemnity), 8 (Disclaimer of Warranties), 9 (Limitations of Liability), 10 (Exclusions and Limitations) and 13 (General Information), of the Terms, shall survive expiration or termination.
You agree to hold harmless and indemnify Iron.io, and its subsidiaries, affiliates, officers, directors, agents, employees, licensors, suppliers, or partners from and against any third party claims, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature (collectively, “Claims”), arising from or in any way related to (a) your breach of the Terms, (b) your use of Iron.io Services in a manner not permitted under these Terms, (c) your violation of applicable laws, rules or regulations in connection with Iron.io Services, or (d) your messages, code, or processed tasks, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Iron.io will provide you with written notice of such Claim.
Disclaimer of Warranties
Except as expressly set forth in this Agreement, Iron.io, and its subsidiaries and affiliates and its licensors, makes no express or implied warranties of any kind with respect to Iron.io Services including, without limitation, warranties of title, non-infringement, merchantability or fitness for a particular purpose. The Iron.io website and Iron.io Services are provided on an "AS IS" and "AS AVAILABLE" basis. The entire risk as to the quality and performance of the user of Iron.io Services is with you. Iron.io does not warrant that Iron.io Services will meet your expectations or requirements or that the service will be uninterrupted, timely, or error-free including any errors or omissions in the provision of Iron.io Services.
Limitations of Liability
In no event shall Iron.io be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages, under common law or statute, arising out of or related to these Terms or Iron.io Services in any causes of action of any kind, whether arising in tort, contract, or otherwise (even if Iron.io has been advised of the possibility of such damages), including, without limitation, loss of revenues, profits, goodwill, use, data, or other intangible losses, resulting from: (i) the use or the inability to use the Iron.io Services; (ii) the cost of procurement of substitute services; (iii) unauthorized access to or alteration of message handling or task processing environments; or (iv) any other matter relating to Iron.io Services.
Exclusions and Limitations
The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this terms and conditions. In the event a jurisdiction does not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability, only the above limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.
Updates and Notices
We may update these Terms in the future and we may choose to provide you with notices, including changes to the Terms, by email, regular mail, or postings regarding Iron.io Services. You will be able to find the most current version of this agreement at the Term section of the Iron.io website. By providing Iron.io with your email address, you consent to our using this email address to send you any notices required by law in lieu of communication by postal mail.
Applicable Law. These Terms represent the complete agreement concerning subject matter hereof. The Terms and the relationship between you and Iron.io shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Iron.io agree to submit to the personal and exclusive jurisdiction of the courts located within the county of San Francisco, California.
No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to the Terms.
Waiver and Severability of Terms. The failure of Iron.io to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of this contract is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.
Force Majeure. Iron.io shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Iron.io Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Disclosure of Information. Iron.io may provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Iron.io shall not be liable for any use or disclosure of such information by such third parties.
Questions regarding these Terms of Service and/or the pricing and billing practices of Iron.io should be directed to firstname.lastname@example.org or by mailing Iron.io Legal, 325 9th St, San Francisco, CA 94103.