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IRIS PLATFORM INTEGRATION AGREEMENT TERMS AND CONDITIONS

RECITALS

IRIS is in the business of providing a customer relationship management platform (the “IRIS Platform”) as a cloud-based service for business users (each, an “IRIS User”);
Service Provider is in the business of providing services described on the cover page of this Agreement (“SP Services”) to business clients (each, an “SP User”) using its platform (the “SP Platform”); and
Service Provider wishes to implement and maintain a technical integration of the SP Platform to the IRIS Platform pursuant to the terms of this Agreement (the “Integration”).

The parties therefore agree as follows:

Limited License. Subject to Service Provider compliance with this Agreement, IRIS grants Service Provider the following limited, non-exclusive, non-transferable, non-sublicensable, revocable licenses to:
1. copy, use, and (where applicable) authorize Service Provider employees to use, the documentation provided by IRIS with respect to implementing an Integration (the “Documentation”) internally solely in connection with developing Integration;
2. copy and modify any sample code provided by IRIS (“Sample Code”) strictly for the purpose of developing Integration; and
3. incorporate unmodified libraries of sample data provided by IRIS (“Libraries”) and modified or unmodified Sample Code into Integration and redistribute such Libraries and Sample Code as part of Integration only.
Notwithstanding anything herein, the foregoing license rights are limited to the development and distribution of Integration solely for the purpose of accessing or interfacing with the IRIS Platform, as permitted in the Documentation, and in accordance with IRIS’s Acceptable Use Policy, such as it may be provided to Service Provider from time to time.
Restrictions. By accessing or using the IRIS Platform, Service Provider represents, warrant and covenant that Service Provider is engaged in the development of software applications (“SP Apps”) that Service Provider wishes to integrate with the IRIS Platform. Service Provider will not (and will not authorize any third party to), directly or indirectly: (i) redistribute, sell, lease, license, copy, publicly perform or display, transmit, publish, edit, adapt, create derivative works of, modify or otherwise use or exploit in any manner any portion of the IRIS Platform or any related non-public information, except as expressly provided herein, (ii) distribute, deploy, or otherwise utilize Integration for any purpose other than to facilitate the integration of SP Apps with the IRIS Platform, (iii) use or implement any undocumented feature or API, or use any documented feature or API other than in accordance with applicable Documentation, (iv) fail to maintain the confidentiality of the non-public aspects of the IRIS Platform or fail to use at least the same measures to protect the non-public aspects of the IRIS Platform as Service Provider uses for Service Provider own confidential information (and in any case no less than reasonable care), (v) decompile, reverse engineer, or otherwise access or attempt to access the source code for the IRIS Platform not made available to Service Provider in source code form, (vi) remove, obscure, interfere with or circumvent any feature of the IRIS Platform, including without limitation any copyright or other intellectual property notices, security, or access control mechanism, (vii) take any action that would subject any portion of the IRIS Platform to any third party terms, including without limitation any “open source” software license terms, (viii) copy, frame or display any elements of the Services through SP Apps or Integration, except as expressly authorized by IRIS in writing, (ix) access the IRIS Platform for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the IRIS Platform or Services; (x) suggest any affiliation with IRIS, including any suggestion that IRIS sponsors, endorses or guarantees Integration or SP Apps, except for the IRIS Platform integration relationship expressly contemplated in this Agreement, or make any representations, warranties or commitments regarding IRIS or on behalf of IRIS (including in relation to the Services or IRIS Platform) or (xi) use the IRIS Platform for any purpose other than in a manner for which the IRIS Platform is expressly designed. If Service Provider are prohibited under applicable law from using the IRIS Platform, Service Provider may not use it, and Service Provider will comply with all applicable laws and regulations (including without limitation laws and regulations related to export controls) in connection with Service Provider use of the IRIS Platform. Any use in violation of the foregoing limitations and restrictions is strictly prohibited.
IRIS Platform Stability Control. Service Provider shall not use the Integration in a manner that interferes with the IRIS Platform’s ability to fairly allocate capacity among users or that otherwise degrades service quality for other users. Examples of prohibited usage include: (i) server devices or host computer applications that are broadcast to multiple servers or recipients such that they could enable “bots” or similar routines or otherwise degrade IRIS Platform capacity or functionality; (ii) “auto-responders,” “cancel-bots,” or similar automated or manual routines that generate amounts of traffic that could disrupt user groups or email use by others; (iii) generating “spam” or unsolicited commercial or bulk email (or activities that facilitate the dissemination of such email); (iv) any activity that adversely affects the ability of other users or systems to use either the IRIS Platform based resources of others, including the generation or dissemination of viruses, malware or “denial of service” attacks; (v) accessing, or attempting to access without authority, the information, accounts or devices of others, or to penetrate, or attempt to penetrate, IRIS or another entity’s network or systems; or (vi) running software or other devices that maintain continuous active Internet connections when a computer’s connection would otherwise be idle, or “keep alive” functions.
Reservation of Rights. The IRIS Platform is a service owned by IRIS made accessible to IRIS Users under agreements between IRIS and each IRIS User (“IRIS Terms and Conditions”) and made accessible to Service Provider hereunder. IRIS Platform is not sold or licensed to Service Provider. The IRIS Platform, including all documentation, content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, services and other elements of the IRIS Platform, are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. As between Service Provider and IRIS, all components of the IRIS Platform, including all intellectual property rights therein and thereto, are the sole and exclusive property of IRIS or its affiliates and/or licensors. IRIS reserves all rights not expressly granted in this Agreement. Service Provider does not acquire any right, title or interest to the IRIS Platform, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement. From time to time, IRIS may place limits on access to the IRIS Platform (e.g., limits on numbers of calls or requests). Further, IRIS may monitor Service Provider usage of the IRIS Platform and limit the number of calls or requests Service Provider may make if IRIS believes that Service Provider usage is in breach of this Agreement or may negatively affect the IRIS Platform or any IRIS User (or otherwise impose liability on IRIS).
Trademarks. To the extent Integration and SP Apps are approved by IRIS and thus activated and made accessible through the Integration to the IRIS Platform, each party (the “Grantor”) hereby grants to the other party (the “Grantee”) a non-exclusive, non-transferable (except as set forth in Section 18), non-sublicensable right and license to use Grantor’s trademarks, trade names, service marks, logotypes or brand identifiers, whether registered or unregistered (collectively, “Trademarks”), solely for the purpose of (a) in the case of Service Provider as the Grantor, marketing and publicizing the Integration and the functionality of Integration and SP Apps that are approved and activated or (b) in the case of IRIS as the Grantor, indicating that Integration and SP Apps that are approved and activated are available and operable through the Integration. Each party reserves all rights to its Trademarks not expressly granted under this Section 5. Any rights (including goodwill) that Grantee acquires by use of the Grantor’s Trademarks shall inure solely to the benefit of Grantor. Grantee shall not use any other mark confusingly similar to the Grantor’s Trademarks. Grantee shall use the Trademarks in accordance with Grantor’s guidelines as may be provided by Grantor from time to time and Grantor shall have the right to review Grantee’s use of the Grantor’s Trademarks from time to time. Grantee shall remedy any deficiencies in its use of the Grantor’s Trademarks, as determined by Grantor in its sole discretion, upon notification by Grantor and in the manner requested by Grantor.
Standards for Integration/Apps. As a condition of Integration and SP Apps being activated and made publicly available through IRIS Platform, IRIS in its discretion must approve Integration and SP Apps and, without limiting the foregoing, Service Provider agrees to meet the following standards with respect to Integration and SP Apps:
1. Adherence to Quality. Service Provider will ensure that Integration and SP Apps meet the quality standards set forth in the Documentation and any updates made thereto.
2. Maintenance. Service Provider will take reasonable measures to maintain Integration and SP Apps, taking into account feedback from IRIS and IRIS Users and any related changes Service Provider make to Service Provider APIs.
3. Development/Brand Guidelines. Service Provider will comply with IRIS’s style guide, such as it may be from time to time.
Integration/Apps and End Users. Service Provider is solely responsible, at its own expense, for (i) Integration and SP Apps and their distribution, operation and support, and (ii) Service Provider relationships and agreements with end users, including but not limited to IRIS Users and SP Users, regarding their use of Integration and SP Apps. As a result of Service Provider use of IRIS Platform, a SP User may direct Service Provider to retrieve certain of its data, content or information (“User Data”) for its further use with SP Apps. With respect to such User Data accessed via the Integration (including from third party services), Service Provider agrees: (A) to retrieve User Data only to the extent enabled by the IRIS Client and to ensure that all User Data is collected, processed, transmitted, maintained and used in accordance with (i) Service Provider agreement with the IRIS Client, a legally adequate privacy policy, and appropriate contextual notices to and consents from the IRIS Client, (ii) all applicable laws and (iii) reasonable measures that protect the privacy and security of User Data, (B) to use User Data only to provide user-facing features, and not to transfer or sell User Data for other purposes (e.g., targeting ads, market research, email campaign tracking and other unrelated purposes); (C) to access only the User Data necessary to implement Integration and SP Apps; (D) not to permit humans (other than the IRIS Client’s intended recipient, if applicable, and the IRIS Client itself) to read User Data, except (1) if Service Provider obtain the IRIS Client’s affirmative consent, (2) as necessary for security purposes or to comply with applicable law or (3) Service Provider use is limited to internal operations and the User Data (including derivations) have been aggregated and anonymized. To access User Data from the Services or third party services, Integration and SP Apps may need to meet certain minimum security standards, and Service Provider agree to demonstrate that it meets such standards upon request. IRIS shall enable access of the Integration to the IRIS Platform, but shall have no liability where Service Provider fails to use the Integration or fails to implement necessary changes to the Integration or the SP Platform as may be required to make use of the Integration.
Non-Solicitation and IRIS Client Rights. Depending on the consents granted by IRIS and IRIS Client with respect to their use of the Integration, User Data may contain business-sensitive confidential information of the IRIS Client. None of Service Provider or any of its affiliates shall themselves, nor shall they permit any third party (other than as directed by IRIS Client) to collect, store, use of disclose User Data to solicit customers of IRIS Client for any purpose what so ever. IRIS Client shall be a third party beneficiary under this Agreement entitled to enforce the terms hereof versus Service Provider.
IRIS and Service Provider Terms and Conditions. Service Provider shall not facilitate or encourage any IRIS Client to violate the IRIS Terms and Conditions or interfere with any their review or acceptance of the IRIS Terms and Conditions. For the avoidance of doubt, Service Provider use of the IRIS Platform is subject to this Agreement, not the IRIS Terms and Conditions. Where a IRIS Client becomes a SP Client, such occurrence shall not influence the otherwise applicable IRIS Terms and Conditions to which the IRIS Client is bound. Service Provider acknowledges that in allowing their User Data to be accessed by Service Provider, an IRIS Client may do so pursuant to the Integration, the IRIS Terms and Conditions and the terms applicable between the IRIS and Service Provider (the “SP Terms and Conditions”). Service Provider represents that none of the SP Terms and Conditions are inconsistent with this Agreement or the IRIS Terms and Conditions. Service Provider shall not provide a service that is similar or competitive with the IRIS Platform nor shall it assist, directly or indirectly, in delivery of User Data to a third party that does the same.
Legal Compliance Under IRIS Terms and Conditions. Service Provider shall not itself nor assist any third party to use the IRIS Platform to breach any applicable laws. The IRIS Platform may include a telephone dialer service; Service Provider shall not itself nor shall it assist or enable any third party to engage in any unsolicited advertising, marketing or other activities, including, without limitation, any activities that violate anti-spam laws and regulations including, but not limited to, the CAN SPAM Act of 2003, the Telephone Consumer Protection Act, and the Do-Not-Call Implementation Act. The IRIS Platform may include an e-sign service; if the Integration engages with any element of the IRIS Platform e-sign services, without limitation, Service Provider hereby accepts the terms of: (i) Adobe Esign posted at this address www.echosign.adobe.com/en/tou/terms-of-use.html; or (ii) such other third party e-sign platform as may be integrated with the IRIS Platform, from time to time, all of which are incorporated herein by reference.
Data Transfer Consent. Operation of the Integration alone will not result in Service Provider being able to access any User Data; such access is conditioned on the Integration, this Agreement and also an IRIS Client providing consent to Service Provider and IRIS for its User Data to be accessible via the Integration (the “Data Transfer Consent”). Service Provider shall be responsible for obtaining a Data Transfer Consent from the IRIS Client in a form acceptable to IRIS. Service Provider shall maintain a cyber security insurance policy that is commensurate with the volume and nature of data that it collects, stores and discloses. IRIS reserves the right to subject the transfer of User Data to restrictions as to quantity and quality and also follow IRIS Client instructions with respect to Service Provider access to User Data.
Service Provider Representations and Warranties. Service Provider represents and warrants that (a) Service Provider has full power and authority to enter into and perform this Agreement and to exploit Integration and SP Apps without violating any other agreement; (b) Integration and SP Apps and their use will not violate any third party rights (including intellectual property rights and rights of privacy or publicity) or any applicable laws or regulations; (c) all information Service Provider provides to IRIS is and will be true, accurate, and complete and (d) Service Provider will not interfere with IRIS’s business practices, including in relation to IRIS Platform.
IRIS’s Rights with respect to Integration. Service Provider hereby grant to IRIS a non-exclusive, perpetual, irrevocable, non-transferable, sublicensable right and license to copy, modify, use and distribute Integration in connection with the IRIS Platform, provided that IRIS will not intentionally remove any functionality from Integration unless such removal is to bring Integration into compliance with this Agreement or to fix errors, bugs or other similar issues. This license will survive any termination of this Agreement. IRIS may exercise the foregoing rights through contractors providing services to IRIS, solely in their capacities as service providers to IRIS. Service Provider agrees to provide IRIS with the source code for Integration upon request.
Audit Rights. IRIS shall have the right to audit the records of Service Provider and the SP Platform in order to verify compliance of Service Provider with the terms hereof.
Registration. Service Provider shall follow the registration or credentialing requirements (if any) established by IRIS for access to the IRIS Platform. All IRIS Platform access keys or credentials are IRIS’s Confidential Information and may not be shared with third parties.
Feedback; Independent Development. If Service Provider provide IRIS with any comments, bug reports, feedback, enhancements, or modifications proposed or suggested by Service Provider regarding the IRIS Platform or the Services (“Feedback”), such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary Service Provider may include in any accompanying communication), and IRIS shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the IRIS Platform or Services. Service Provider hereby grant IRIS a perpetual, irrevocable, transferable, sublicensable (through multiple tiers), non-exclusive license to so incorporate, use and otherwise exploit Service Provider Feedback (including any ideas, concepts, methods, know-how or techniques embodied in such Feedback) for any purpose, including to make and sell products and services, without any restriction or obligation to Service Provider. In addition, Service Provider agrees that nothing restricts IRIS’s ability to independently create software, tools or other technology that are similar to Integration or SP Apps.
Fees. In consideration of IRIS permitting the Integration, Service Provider shall pay the Fees set out on the first page of this Agreement. Fees are not conditional on any commercial outcomes for Service Provider. Except as provided below in Section 18, Fees are non-refundable. Without limitation, in so far as IRIS has permitted the Integration, no failure by Service Provider or any Service Provider Client to use the Integration, failure by Service Provider to market the Integration or other act or omission by Service Provider, IRIS or any third party shall be grounds for a refund of Fees.
Term and Termination. This Agreement will remain in effect for three (3) years following the Effective Date (the “Initial Term”) after which it shall automatically renew for additional and successive three (3) year terms (each a “Renewal Term”). The Initial Term, together with each Renewal Term, if any, shall be referred to in this Agreement as the “Term”. This Agreement, and Service Provider rights and licenses hereunder, will terminate immediately upon Service Provider breach of this Agreement. Service Provider may terminate the Agreement by written notice to IRIS and ceasing all use of the Integration and IRIS Platform. On not less than fourteen (14) days prior notice to Service Provider, IRIS may terminate this Agreement at any time for any reason or no reason. IRIS may also terminate this Agreement immediately for any actual or suspected misuse or abuse by Service Provider of the IRIS Platform or any violation of this Agreement. Following any termination of this Agreement, Service Provider must immediately cease use of the IRIS Platform and destroy all copies of any components of the IRIS Platform in Service Provider possession. No termination of this Agreement shall diminish the obligation of Service Provider to pay the Fees that apply to the then current Term. No termination of this Agreement shall diminish any liabilities that arose during the Term, or that arise thereafter hereunder. Notwithstanding the foregoing, if IRIS terminates this Agreement without cause, then marketing Fees that were pre-paid in respect to any unused portion of the then current Term shall be refunded by IRIS to Service Provider within thirty (30) days of termination. The following sections of this Agreement shall survive termination of this Agreement: 2 Restrictions, 3 Reservation of Rights, 5 Trademarks, 8 Non-Solicitation, 10 Legal Compliance, 11 Data Transfer Consent, 13 License, 14 Audit Rights, 17 Fees, 18 Term and Termination and 19 through 24 General. In addition, following termination, Service Provider acknowledge that Service Provider may no longer have access to any content, data or information submitted to IRIS relating to the IRIS Platform. IRIS will have no obligation or liability resulting from termination of this Agreement as permitted above.
Disclaimers. THE IRIS PLATFORM (INCLUDING ALL ASSOCIATED DOCUMENTATION, LIBRARIES AND SAMPLE CODE) ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IRIS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, RESULTS, AND NON-INFRINGEMENT. IRIS EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF THE IRIS PLATFORM, AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE IRIS PLATFORM, INCLUDING BUT NOT LIMITED TO USER DATA, OR THE QUALITY OR CONSISTENCY OF THE IRIS PLATFORM OR RESULTS OBTAINED THROUGH ITS USE. IRIS HAS NO OBLIGATION TO PROVIDE ANY MAINTENANCE OR SUPPORT FOR THE IRIS PLATFORM OR TO FIX ANY ERRORS OR DEFECTS. IRIS MAY CHANGE THE IRIS PLATFORM OR OTHER SERVICES (AND FUTURE VERSIONS MAY NOT BE COMPATIBLE WITH SERVICE PROVIDER INTEGRATIONS OR SP APPS DEVELOPED USING PREVIOUS VERSIONS); IRIS WILL HAVE NO LIABILITY RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IRIS MAKES AND ASSUMES NO REPRESENTATIONS, WARRANTIES OR INDEMNIFICATION OR OTHER OBLIGATIONS OR LIABILITIES WITH RESPECT TO THE INTEGRATION OR SP APPS OR THEIR COMBINATION, INTERACTION OR USE WITH ANY THIRD PARTY APPS, THE SERVICES OR THE IRIS PLATFORM. WITHOUT LIMITING THE FOREGOING OR ANYTHING ELSE HEREIN, SERVICE PROVIDER AGREES THAT IRIS IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY APPS OR ANY ACTS OR OMISSIONS OF PROVIDERS OF THIRD PARTY APPS, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION.
Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL IRIS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING LOST PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE IRIS PLATFORM, EVEN IF IRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL IRIS’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT OR THE TERMS HEREOF EXCEED $1,000. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO SERVICE PROVIDER. IN SUCH AN EVENT THE ABOVE LIMITATIONS AND EXCLUSIONS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
Indemnity. Service Provider shall indemnify, defend (at IRIS’s request) and hold IRIS and its affiliates, officers, directors, suppliers, licensors, IRIS Clients and other customers harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by such parties, in connection with or arising out of Integration or SP Apps, Service Provider relationships or interactions with any IRIS Clients, SP Clients or other third parties with respect to Integration or SP Apps, Service Provider use or misuse of the IRIS Platform, or Service Provider violation of this Agreement, or any applicable law or regulation. IRIS may at its own expense participate in the defense and settlement of any claim with its own counsel, and Service Provider may not settle a claim without IRIS’s prior written consent (not to be unreasonably withheld).
Governing Law. Any claim relating to the IRIS Platform or Services shall be governed by the laws of New York, without regard to conflict of laws provisions. Disputes arising under this Agreement shall be resolved in, and subject to the sole and exclusive jurisdiction of the state and federal courts located in the Southern District of New York.
Changes to this Agreement. IRIS may modify this Agreement from time to time, including any referenced standards, guidelines or other documents. IRIS will use reasonable efforts to notify Service Provider of modifications at least thirty (30) days before they go into effect (which notice may be by email to the email address associated with Service Provider IRIS Platform account). Service Provider may be required to click through the modified Agreement to show Service Provider acceptance and in any event Service Provider continued use of any portion of the IRIS Platform (including any related code, documentation or other materials) after the modification constitutes Service Provider acceptance to the modifications. If Service Provider do not agree to the modified Agreement, Service Provider sole remedy is to terminate Service Provider use of the IRIS Platform.
Miscellaneous. This Agreement is the entire agreement between Service Provider and IRIS, and supersedes any and all prior agreements, negotiations, or other communications between Service Provider and IRIS, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both parties. In the event that any provision of this Agreement is held to be invalid or unenforceable, then: (i) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from this Agreement; and (ii) the validity and enforceability of all of the other provisions hereof shall in no way be affected or impaired thereby. Service Provider may not assign this Agreement without the prior written consent of IRIS, whether expressly or by operation of law, including in connection with a merger or change of control, and any such attempted assignment shall be void and of no effect. IRIS may assign this Agreement without restriction and without any notice to Service Provider. Subject to the foregoing, this Agreement shall be binding on the parties and their respective successors and permitted assigns. Without limiting the other disclaimers set forth herein, Service Provider acknowledge and understand that if IRIS is unable to provide the IRIS Platform as a result of a force majeure event, IRIS will not be in breach of this Agreement. A force majeure event means any event beyond the control of IRIS. The failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law shall not constitute a waiver of that right, power or remedy. IRIS’s waiver of any obligation or breach of this Agreement shall not operate as a waiver of any other obligation or subsequent breach of the Agreement. Notices must be in writing and will be deemed given when delivered. IRIS may provide notice to the email or physical address associated with Service Provider IRIS Platform account. Service Provider notices to IRIS must be sent by first class mail or pre-paid post to IRIS at the address indicated on the first page of this Agreement. The parties are independent contractors and this Agreement does not create any agency, partnership, or joint venture.