Last Updated: February 15, 2017
PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 12. IT AFFECTS HOW DISPUTES ARE RESOLVED.
Welcome, and thank you for choosing IronSocket. These Software License Terms (this “Agreement”) describe your rights and the conditions upon which you may use the IronSocket software and any data, information, software, services, or applications made available in conjunction with or through the IronSocket software (collectively the “Services”). It is important that you read this Agreement carefully, because all of the terms are important and together create a legally binding contract between you and Pusa and Daga Hong Kong Ltd. (“P&D”, “we”, “us”, “our”) and affect your legal rights and obligations.
BY ACCEPTING THIS AGREEMENT OR BY DOWNLOADING AND/OR INSTALLING THE IRONSOCKET SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT INCLUDING THE REQUIREMENT OF BINDING ARBITRATION FOR ALL LEGAL DISPUTES; IF YOU DO NOT AGREE TO BE BOUND BY ALL TERMS OF THIS AGREEMENT, DO NOT ACCEPT THIS AGREEMENT AND DO NOT INSTALL THE IRONSOCKET SOFTWARE. IF YOU DO NOT ACCEPT AND COMPLY WITH THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE IRONSOCKET SOFTWARE OR ITS FEATURES.
1. Age Requirements. YOU MUST BE AT LEAST 18 YEARS OLD TO USE THE SERVICES. If you are under 18 years of age, please do not use the Services. By accepting this Agreement or by downloading and/or installing the IronSocket software, you represent that you are at least 18 years old and that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement (the “Terms”), and to abide by and comply with the such Terms.
2. Geographical Restrictions; Export Regulations. The Services are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject P&D to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Services or any portion of the Services, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that P&D provides.
3. Modification of this Agreement. We reserve the right, in our sole discretion, to change the Terms of this Agreement ("Updated Terms") at any time. Unless we make a change for legal or administrative reasons, we will provide reasonable advance notice before the Updated Terms become effective. You agree that we may notify you of the Updated Terms by posting them on our website, on the Services, or through other reasonable means and that your use of the Services after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review this Agreement and any Updated Terms before using the Services and periodically for changes. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Services from that point forward. This Agreement will govern any disputes arising before the effective date of the Updated Terms.
4.1 Limited License. The Services are licensed, not sold. The Services are the property of P&D or its licensors, and the interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Services (the “Materials”) are protected by international copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All rights not expressly granted to you are retained by P&D and/or its licensors. Although P&D and/or its or its licensors will at all times retain ownership of the Services, subject to the Terms set forth in this Agreement, we grant you the right to install and use the IronSocket software and Services on up to eight (8) Devices for non-commercial purposes only. For purposes of this Agreement, a “Device” means a hardware system (whether physical or virtual) with an internal storage device; a hardware partition or blade is considered to be a Device. The Services are “in use” on a Device for purposes of this Agreement when they are loaded into the temporary memory (e.g., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM or other storage device) of a Device. You are solely responsible for ensuring that your Device is sufficient and compatible for use with the Services. The Services may include third party features and functionalities or may access content on a third party website. Such features, functionalities or content may be subject to such third party terms of service and/or license agreements.
4.2 License Restrictions. The rights granted to you under this Agreement are subject to the following restrictions. Except as expressly authorized by this Agreement or otherwise by P&D:
- You may not, nor may you permit any other person or entity to sell, copy, publish, distribute, modify, rent, lease, or loan any portion of the Services or Materials;
- You may not, nor may you permit any other person or entity to make the Services available for simultaneous use by multiple users over a network, install the Services on a server and allow users to access it remotely, or install the Services on a device for use only by remote users;
- You may not, nor may you permit any other person or entity to reverse engineer, decompile, disassemble, modify, adapt, translate, make any attempt to discover the source code of any portion of the Services or create derivative works from the Services or the Materials;
- You may not, nor may you permit any other person or entity to provide, offer or make available the Services as part of a facility management, timesharing, service provider or service bureau arrangement;
- You may not, nor may you permit any other person or entity to remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Materials.
- You may not, nor may you permit any other person or entity to transfer or sublicense any of the rights granted to you in this Agreement as the rights granted to you under this Agreement are personal to you;
- You may not, nor may you permit any other person or entity to use the Services, any tools provided by the Services, or any content on the Services for any commercial purposes; only non-commercial uses of the Services are permitted;
- You may not, nor may you permit any other person or entity to remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, or features that enforce limitations on the use of the Services;
- You may not, nor may you permit any other person or entity to use the Services to gain or attempt to gain, unauthorized access to any service, data, account or network by any means;
- Use of the Services is subject to all applicable local, regional, national and international laws and regulations, including but not limited to copyright, trademark, patent and other laws relating to proprietary rights. You agree to comply with such applicable laws and regulations and not to (i) use the Services for illegal purposes, (ii) transmit or store material that may infringe the intellectual property rights or other rights of third parties or that is illegal, tortious, defamatory, libelous, or invasive of another's privacy; (iii) transmit or store data belonging to another party without first obtaining all consents required by law from the data owner for transmission of the data to us for storage within Hong Kong (or elsewhere, as required by P&D); (iv) transmit any material that contains software viruses or other harmful computer code, files or programs such as trojan horses, worms or time bombs; (v) interfere with or disrupt servers, networks; or computer systems of others; or (vi) intentionally interfere with or damage operation of the Services, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
- You may not, nor may you permit any other person or entity to use the Services in any manner that is not permitted pursuant to this Agreement.
4.3 Unsolicited Materials. It is our policy not to accept or consider unsolicited materials or ideas, and we take no responsibility for any materials or ideas so transmitted. If, despite our policy, you choose to send us content, information, ideas, suggestions, or other materials, you further agree that we are free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.
5. Software and Services Updates; Content Updates: In order to optimize the Services, and to provide you with the most current version of the Services, you agree the Services may download and install new updates and versions of the Services as they are made available by us in our sole discretion, including without limitation, Trusted Publisher and similar certificates. You agree to receive and permit us to deliver such new updates and versions to your Devices. By accepting this Agreement and/or by using the Services, you represent that your use of the Services does not breach any contract, duty, law, regulation or right, and that if sharing your resources is not desired or permitted in your case, you will not use the Services.
6. Third Party Transactions. If you choose to access and use certain websites, services or content, or purchase products from third parties, including without limitation through third-party payment vendors while using the Services, your personal information may be available to a third-party content provider. If you choose to visit or use any third-party products or services, please note that these Terms will not apply to your activities or any information you disclose while using third-party products or services or otherwise interacting with third parties. How third parties handle and use your personal information related to their sites and services is governed by their security, privacy and other policies, if any, and not our policies. We have no responsibility for any third party’s policies, or any third party’s compliance with them.
7. Termination. We reserve the right to modify or terminate the Services or your access to the Services for any reason, without notice, at any time, and without liability to you. The process for deactivating your account can be found here: https://ironsocket.com/subscriptions. Upon termination of the Services or your access to the Services and/or your account, all licenses and other rights granted to you in This Agreement will immediately cease. Regardless of who terminates this Agreement, both you and P&D continue to be bound by Sections 2, 4.3, 9-12, 14-24 of this Agreement, which provisions shall survive any termination of this Agreement.
9. Disclaimers of Warranties.
THE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW NEITHER P&D NOR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, OFFICERS, PARTNERS, MEMBERS, SHAREHOLDERS, DIRECTORS, AGENTS OR EMPLOYEES (COLLECTIVELY THE “P&D PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ASSURANCES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO SERVICES, INCLUDING WITHOUT LIMITATION THAT THE SERVICES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR WILL ALWAYS BE AVAILABLE. THE SPEED AND QUALITY OF THE SERVICES MAY VARY AND THE SERVICES ARE SUBJECT TO THIRD PARTY SERVICE FAILURES, TRANSMISSION, EQUIPMENT OR NETWORK PROBLEMS OR LIMITATIONS, INTERFERENCE, SIGNAL STRENGTH, AND MAINTENANCE AND REPAIR, AND MAY BE INTERRUPTED, REFUSED, LIMITED OR CURTAILED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE P&D PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE.
THE P&D PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR THE SERVER(S) THAT MAKES THE SERVICES AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE SERVICES DO NOT AND WILL NOT ENCRYPT ALL WEB TRAFFIC TO OR FROM YOUR DEVICE, AND THAT THE SERVICES DO NOT AND WILL NOT PROVIDE A PROXY IP ADDRESS FOR ALL WEBSITES.
YOU AGREE AND ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE P&D PARTIES ARE NOT RESPONSIBLE FOR ANY FAILURES TO MAINTAIN THE CONFIDENTIALITY, SECURITY, ACCURACY OR QUALITY OF YOUR DATA, MESSAGES OR PAGES WHETHER OR NOT RELATED TO INTERRUPTIONS OR PERFORMANCE ISSUES WITH THE SERVICE. THE P&D PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE P&D PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE NOT PERMITTED UNDER THE LAWS OF SUCH JURISDICTION.
10. Limitation of Liability.
YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY P&D PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICES; (B) ANY CONTENT OR INFORMATION ACCESSED OR SENT THROUGH THE SERVICES (WHETHER USER-GENERATED OR OTHERWISE); (C) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICES; (D) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE P&D PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICES; (E) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (F) ANY ERRORS OR OMISSIONS IN THE SERVICES’ OPERATION; OR (G) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE P&D PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE).
IN NO EVENT WILL THE P&D PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR LIABLE FOR DEATH OR PERSONAL INJURY SAVE UNLESS RESULTING FROM THE NEGLIGENCE OF P&D. IN NO EVENT WILL THE P&D PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION (TO THE EXTENT PERMITTED HEREIN) EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00). YOU AGREE THAT THE TERMS OF THIS SECTION ARE REASONABLE TO THE EXTENT PERMITTED BY APPLICABLE LAW.
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES OR LOSSES THAT ARISE OUT OF P&D’S ACTS OR OMISSIONS (SAVE UNLESS RESULTING FROM THE NEGLIGENCE OF P&D), THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE P&D PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE P&D PARTIES.
SAVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BY DOWNLOADING AND/OR ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED.
THE P&D PARTIES ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE THE P&D PARTIES FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
11. Indemnification. To the maximum amount permissible under applicable law, you agree, on behalf of yourself and any third party for whom you operate an account or activity on the Services, to indemnify, defend (at the request of any P&D Party), and hold the P&D Parties harmless from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including but not limited to legal fees and expenses) due to, arising out of, or relating in any way to: (a) your access to or use of the Services; (b) your breach of this Agreement; (c) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (d) your violation of any laws, rules, regulations, codes, legislations, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (e) any misrepresentation made by you. You agree to cooperate as fully required by any of the P&D Parties in the defense of any claim. The P&D Parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of P&D.
12. Dispute Resolution and Arbitration.
You and P&D agree that any dispute, claim or controversy arising out of or relating in any way to the IronSocket software or this Agreement (including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it), shall be referred to and finally resolved by confidential arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in Hong Kong and you shall irrevocably submit to the jurisdiction and proceedings thereof, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights or the intellectual property rights of any P&D Party or our licensors or otherwise have a cause of action in equity, we may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to jurisdiction and venue in any such court for such purposes. A request for an injunctive or other appropriate relief by us to a court shall not be deemed incompatible with, or a waiver of, this agreement to arbitrate. The arbitration tribunal shall also have the authority to make such orders for interim relief, including injunctive relief, as it may deem just and equitable.
12.2 Arbitration Rules.
Arbitration under this Agreement shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the UNCITRAL Arbitration Rules in force when the Notice of Arbitration is submitted, as modified by the HKIAC Procedures for the Administration of Arbitration under the UNCITRAL Arbitration Rules. The law of this arbitration shall be Hong Kong law. The place of arbitration shall be in Hong Kong. The language to be used in the arbitral proceedings shall be English and the number of arbitrators shall be one only.
The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
You agree that you shall keep the arbitration confidential and shall not, without the prior written consent of P&D, disclose the existence of the proceedings and any element of it (including but not limited to any pleadings, submissions or other documents submitted or exchanged, any evidence, and any awards, decisions or ruling) beyond the parties to the arbitration and their representatives, the arbitral tribunal, the administering institution (if any) and any person necessary to the conduct of the proceeding, except as may be lawfully required in judicial proceedings.
Without prejudice to the above applicable provisions, to the extent that arbitration is not permitted by applicable law, any dispute relating in any way to the IronSocket software or this Agreement shall be submitted to the Hong Kong courts.
13. Waiver. The failure of any P&D Party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by P&D.
14. Governing Law; Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Hong Kong.
15. Severability. If any provision of this Agreement is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions. P&D’s failure to insist upon or enforce strict performance of any provision of this Agreement nor the giving of any time or indulgence will be construed as a waiver of any provision or right or power or privileges under this Agreement. No waiver of any provision of this Agreement will be deemed a further or continuing waiver of such term or condition or any other term or condition.
16. Assignment. You may not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of P&D, and any assignment or attempted assignment made in violation of this Agreement shall be void. P&D may assign this Agreement or any rights or delegate any obligations hereunder without your consent.
17. Headings. The heading references herein are for convenience purposes only, do not constitute a part of the terms of this Agreement, and will not be deemed to limit or affect any of the provisions hereof.
18. Entire Agreement. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND P&D AND GOVERNS YOUR USE OF THE SERVICES, SUPERSEDING ANY PRIOR AGREEMENTS OR UNDERSTANDINGS BETWEEN YOU AND P&D.
19. Time Limit for Claims. YOU AND P&D EACH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THE SERVICES OR TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR FROM THE DATE OF THE FIRST ACCRUAL OF SUCH CAUSE OF ACTION; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
20. English Language Controls. This Agreement is written in English. To the extent any translated version of this Agreement conflicts with the English version, the English version shall prevail.
21. No Third Party Beneficiaries. A person who is not a party to this Agreement shall not have any rights under the Hong Kong Contracts (Rights of Third Parties) Ordinance, Cap 623 to enforce any term of this Agreement. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any person.
22. Reservation of Rights. We reserve all rights not expressly granted to you.
23. Contacting Us. Should you have any questions concerning this Agreement, or if you desire to contact us for any reason, please visit the Support page at https://ironsocket.com/support.