Terms and Conditions – iFramed and you (You)
At iFramed, we’re proud of our Terms and Conditions. If you are a user, they give you control over your content. They give you peace of mind over your personal information. Best of all, they get you paid.
If you are a Sponsor, they give you the comfort of knowing your advertising dollars go to people that want to carry your message to their friends, colleagues and connections. They also give you the power to customize your branding to the people that you want seeing – and who want to see them.
Because we are proud of them, we have tried to make these Terms and Conditions in plain English, with as little “legalese” as possible. Sometimes, however, the lawyer-speak snuck in – so we provided a non-binding plain language description to help you read each section.
1 How These Terms and Conditions Will Work
This Section describes the following:
1.1 These Terms and Conditions (which will be called “T&Cs” elsewhere in this document) between iFramed Corp. (which will be referred to as “iFramed” elsewhere in these T&Cs) and you, the User.
1.2 By using and accessing the System, and in consideration of your continued use of the System, including our website(s) and Services, as well as the promises we make to each other in these T&Cs, Sponsorship Contracts, and any other agreement, you and iFramed consent and agree to be bound by these T&Cs.
1.3 These T&C’s are intended to form a framework of our Agreement, and work together with Sponsorship Contracts. A Sponsorship Contract, among other things, defines payment amounts and in some cases messaging content that gets added to your Content. Sponsorship Contracts, once agreed to by both of us, are made a part of these T&Cs and together form the complete Agreement between iFramed and you, unless we both agree in writing to an alternative or additional agreement.
1.4 iFramed may amend these T&Cs from time to time by posting revised terms and notifying you by sending you an email to the email address that you have given us. It is your responsibility to make sure that the email address that we have is up to date and that you check these T&Cs periodically. In consideration of your continued use after such amendment, you agree that you have reviewed the amendments and that you will continue to be bound by this agreement as amended.
o “Agreement” means these T&Cs in combination with any Sponsorship Contracts that you may agree to from time to time, as well as any other agreements that we may agree to in writing from time to time.
o “Content” refers to any content that a User or Sponsor makes available on a User’s Social Media Platform, and may include images, videos, text, sound or music, or any file or digital information that can be shared on a Social Media Platform.
o “Messaged Content” refers to Content that has been associated with Sponsor and/or iFramed messaging pursuant to these T&Cs and in accordance with an agreed upon Sponsorship Contract. Messaged Content may include, but is not limited to, Sponsor’s advertising material or other information applied or associated directly to or with your Content, a frame with Sponsor-related information placed around an image or a video supplied by you, adding a Sponsor-related icon or other graphic to your Content, adding a visible and/or non-visible identifier to your Content(including a VR code or similar, or a non-visible identifier for tracking and verification purposes), and adding Sponsor-related video or audio content within audio or video Content.
o “Personal Information” is information that on its own, or with one other piece of information, can be used to uniquely identify you, but does not include the name, title or business address or telephone number of an employee of an organization.
o “Social Media Platform” is any platform or online service that permit a User to share Content with others over the Internet or other network. It includes, but is not limited to, FacebookTM, YouTube TM, Instagram TM, Twitter TM, Reddit TM, LinkedIn TM, and any other social media or content sharing platform.
o “Sponsor” refers to any person or entity that has engaged with iFramed for the purposes of offering and entering into Sponsorship Contracts with Users.
o “System” is any iFramed website, portal, platform, server, or device used or controlled by iFramed, and includes your iFramed account.
o “User” refers to you when you use any iFramed System, including visiting iFramed’s website, and/or viewing or entering into Sponsorship Contracts for the purposes of getting paid.
o “Sponsorship Contract” refers to the payment and use terms relating to a specific Sponsor messaging campaign for use in association with your Content that has been agreed to between (i) you and (ii) iFramed and/or any Sponsor.
2 How You Get Paid: The Services
This section describes:
2.1 In exchange for the Services described in Section 1.1, iFramed will pay you, in accordance with the terms of the applicable Sponsorship Contract, every time:
2.2 In exchange for the payment in Section 2.1, you agree to the following (called elsewhere in the T&Cs, “Services”):
2.3 Payment to you will be made subject to the following:
3 IP: Who Owns What
This Section describes how:
3.1 Except for the rights granted in this Section 3, you keep all rights and ownership over Content that you enjoyed prior to entering into these T&Cs or agreeing to any Sponsorship Contract.
3.2 You waive the following moral rights in your Content, such waiver only in favour of iFramed and an applicable Sponsor:
3.3 To the extent permissible by law, you authorize but do not obligate iFramed or any Sponsor, as licensee, to invoke and enforce on your behalf your moral rights and any other rights under applicable copyright law, in Content or Messaged Content, against third-parties
3.4 You grant a non-exclusive, transferrable, worldwide, royalty free (except as described in these T&Cs and an applicable Sponsorship Contract) license to iFramed, and/or a Sponsor described in an applicable Sponsorship Contract, to modify Content into Messaged Content, and to copy, distribute and make available Content and its corresponding Messaged Content.
3.5 You are granted a limited, non-exclusive, non-transferrable, worldwide, license to distribute unmodified Messaged Content via your Social Media Platform account. To the extent that Messaged Content is a Derivative Work, as that term is defined by the United States Copyright Act in 17 U.S.C. § 101, iFramed and applicable Sponsors, except for the limited license granted above, reserve all of their rights in any Messaged Content, including the right to make any further Derivative Works from Messaged Content or to distribute the Messaged Content in any other manner except that permitted under the license in this Section 3.5.
3.6 Any patents, copyright and/or trademarks which are used in association with Content and Messaged Content, including any subject matter that is associated with Content to render it Messaged Content, remains the property of their respective owners (which may include iFramed or any Sponsor). Any use or distribution of such subject matter is strictly prohibited.
3.7 Notice and Notice/Notice and Takedown: iFramed is not an ISP. If, however, iFramed is deemed to be an ISP under the laws of a jurisdiction in which you reside or from which your Content is accessible, we will comply with any Notice and Notice (e.g. under the Canadian Copyright Act) or Notice and Takedown (e.g. the U.S. DMCA) provisions that may apply to Messaged Content, to the extent that we are able.
Complaints regarding Messaged Content that is suspected to be infringing, should be forwarded to firstname.lastname@example.org. While iFramed may not be able to takedown any Messaged Content, iFramed will, to the extent that any complaints comply with applicable Notice and Notice/Notice and Takedown legislation, forward the notice of infringement to the applicable User
This Section describes our policy regarding you Personal Information. Part of the reason that we pay you is because we might use your information, in an anonymous manner, to expose you to more and higher-paying Sponsorship Contracts. We also take great care to protect your Personal Information, and provide you options if you think we have made a mistake or someone has taken your Personal Information.
4.1 Social Media Platforms and iFramed
In accordance with the terms of Section 5, “Social Media Platforms”, our services are based on your agreement to message your Content through your Social Media Platform accounts. We have no other relationship or association with these third-party Social Media Platforms and we cannot control how or what you share on your Social Media Platform, or how those Social Media Platforms use your Personal Information. While we urge you to familiarize yourself with the terms and conditions of these platforms, we take no responsibility for the information that you share, for any act or omission by these Social Media Platforms in connection with your Person Information that you choose to share, or anything that occurs as a result.
4.2 What Information Do We Collect
iFramed collects your name, email, address, country of residence, payment information, information about your computing devices that use for accessing iFramed and your Social Media Platforms, and, should you choose to provide it, certain demographic information about you. We may also, if opt to permit us in advance, collect other information and Personal Information that you make publicly available on your Social Media Platforms that you may use in association with a Sponsorship Contract.
4.3 How do we use your information?
For Paying You, and Making Sure You Get The Most Money
iFramed uses this information to pay you.
iFramed also uses the information to match you with Sponsors and Sponsorship Contracts and to match Sponsorship Contract prices with your profile. Different Sponsorship Contracts may pay different amounts for different people. For example, if your profile closely matches what a Sponsor is looking for in connection with a Sponsorship Contract, you may get paid more than a person whose profile is less closely matched.
To be clear, we will never share your Personal Information with a Sponsor unless you consent in an applicable Sponsorship Contract. Otherwise, we will only permit anonymized, de-identified, or aggregated profile information to be shared with Sponsors so that they can select the best types of profiles for their campaigns.
Analyzing Campaigns and Improving Our Service Offerings
iFramed and/or Sponsors may use anonymized, de-identified, or aggregated information to: determine pricing for Sponsorship Contracts, determine profiles of persons that are taking part in the Services and/or are good or bad candidates for campaigns, to improve the way campaigns are operated, and to assess the effectiveness of campaigns.
iFramed may use your information to improve the way we deliver our service offerings, select, tailor or personalize messaging or other aspects of Sponsorship Contracts, and to develop new service offerings.
Communicating with You
iFramed uses this information to contact you regarding payment, service offerings, suggestions, research or polling, and to let you know about changes to our policies and these T&Cs.
4.4 With Whom do We Share Your Information
We share anonymized, de-identified, or aggregated profile information with Sponsors. We do this to maximize the number and value of Sponsorship Contracts that we offer to you.
For some Services, we do provide Personal Information with specific Sponsors – but only if you agree in advance in an applicable Sponsorship Contract.
Vendors, Service Providers and other Partners
We share Personal Information to vendors, service providers and other select partners in order to conduct our business. For example, credit card companies and other companies to facilitate payment, outsourced IT or other service companies, or when we engage with external partners for analytics, research, or customer service. All such vendors, service providers and partners must agree to strict confidentiality obligations in advance.
iFramed may share information with other related companies in the iFramed family of companies.
If iFramed ever has new ownership or control, iFramed may share information with the new owner.
Law Enforcement or Courts
Unless exigent circumstances exist, we will only share your Personal Information with law enforcement or courts when required to do so by law. Exigent circumstances may include imminent risk to personal safety or property.
4.5 What can you do if you think your information is incorrect?
If you believe that information we have concerning you is incorrect, or you have questions about your personal information, contact our Privacy Officer, at email@example.com.
4.6 How long do we keep your information?
iFramed will keep Personal Information until you delete your account, or if you have not accessed your account for three years. We may, however, keep logs or non-used records of your Personal Information after such time for the purpose of proving its contents.
4.7 Cookies and Tags
We may use technologies like cookies, pixel tags, device or other identifiers and local storage (“Cookies and Tags”) to streamline communication, deliver Content and Sponsorship Contracts, authenticate users, authenticate and track views and shares of Content and Messaged Content, and perform analytics. Some of these Cookies and Tags may get stored within Messaged Content or on your computer that you use to access or communicate with the iFramed System.
5 Prohibited Use Policy
You can’t use porn, violent, threatening, harmful, infringing, defamatory, stolen, or illegal material in Messaged Content. You can’t break our System. You can’t access our System with bots, crawlers, etc. Your Content can’t criticize, undermine, or bring into disrepute iFramed, any Sponsor, or a campaign associated with any Sponsorship Contract. If you do, iFramed may not pay you, may block or change Messaged Content, or disable or delete your iFramed account. If we get sued because of your breach of this policy, or this Agreement or your use of the iFramed System, you must assume responsibility for that.
5.1 Your Content and Use of the iFramed System and Website
You are fully responsible for your Content and all portions of Messaged Content supplied by You.
You warrant and guarantee that you own or are otherwise entitled and authorized to share Content, and that you will not share or use Content in any way that violates any applicable law or regulation.
If you violate this Prohibited Use Policy, iFramed may, at its sole and unfettered discretion do any or all of the following:
As a condition of your continued use of the System, and in order to be paid by iFramed for the Services, you will not use any Content that is unlawful or prohibited by this Agreement or any notices by iFramed. You may not use the System in any manner that could damage, disable, overburden, or impair any iFramed server, or the network(s) connected to any iFramed server, or interfere with any other party’s use and enjoyment of the System. You may not attempt to gain unauthorized access to the System, other accounts, computer systems or networks connected to any iFramed server or to any device connected to the System, through hacking, password mining, reverse engineering, or any other means. You will not use or register the name iFramed or any other trade name or trademark of iFramed, or those of any Sponsor, without express, prior permission, and you will not obstruct the identification and authentication procedures used by iFramed in connection with the System or the Services.
You represent that any information or Content submitted to iFramed in association with the Services or otherwise is for lawful purposes only and that the transmission of Content is not in violation of any federal, state or provincial laws including, but not limited to, encouraging conduct that would constitute a criminal offense, infringe third party rights, give rise to civil liability or otherwise violate any local, provincial, state, national or other law. You may not use the System to upload, post, reproduce or distribute, in any way, any information, software or other material protected by copyright or any other intellectual property right without first obtaining the permission of the copyright holder.
In accordance with this Prohibited Use Policy, iFramed prohibits the use of the System or Services by any person or entity that, encourages, promotes, provides, sells or offers to sell products or content relating to illegal or fraudulent activities (or services related to the same), including, but not limited to: illegal drugs or related products and services; pirated computer programs; instructions on how to assemble or otherwise make bombs, grenades or other weapons; material that harasses, exploits children or others, encourages hate or violence, spam, obscenity/sexually explicit and similar activities. This is not an exhaustive list, and iFramed, in its sole discretion, may determine whether your use is prohibited and its determination shall be final, binding and conclusive for all purposes under these T&Cs. iFramed will terminate your use of its Systems and Services if iFramed determines such prohibited Content or use is in violation of the T&Cs. iFramed reserves the right to block, amend, or remove any Content or Messaged Content which contravenes the T&Cs without notice to you.
iFramed does not:
iFramed reserves the right at all times to disclose any information as iFramed deems necessary to satisfy any applicable law, regulation, legal process or governmental request. iFramed reserves the right but is not obligated to review your Content for compliance with these T&Cs and other legal, policy or Sponsorship Contract requirements. iFramed further reserves the right to take any other action with respect to the Services and System that iFramed deems necessary or appropriate, in its sole discretion, if iFramed believes you or your information may create liability for iFramed, Sponsors or others, compromise or disrupt the Services for other Users or Sponsors, or cause iFramed to lose (in whole or in part) the services of the ISPs or other suppliers of iFramed, any Sponsor or any Social Media Platform.
In addition to other restrictions set forth in these T&Cs, you agree that; (a) you will not use any service, information, application or software, including by not limited to bots, crawlers, web scrapers, etc., to access the System in a manner not expressly permitted by iFramed; (b) you will not input or upload to the System any information which contains viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, interfere with, intercept, provide unauthorized access to, or expropriate the System, or Content or Messaged Content thereon, or that infringes the intellectual property rights of iFramed or any third party; and (c) you may not frame or utilize framing techniques to enclose any portion or aspect of the System without the express written consent of iFramed.
You shall indemnify iFramed and its directors, officers, employees, agents, business associates, resellers, licensors, and suppliers harmless from any and all direct, indirect or consequential claims, losses, damages, judgments, expenses and costs (including, but not limited to, any attorney’s fees and expenses) arising out of a breach of this Prohibited Use Policy, your use of the System or Services, your violation of any other section of the T&Cs or any agreement with iFramed, and the delivery of any of your messages and documents using the Services, or the infringement of any intellectual property by you.
5.2 Examples of Prohibited Subject Matter:
The following is a non-limiting list of examples of subject matter that is prohibited in association with any Content or Messaged Content.
5.3 Criticizing, Undermining or Bringing into Disrepute
The Services are, in general, paid for by, and for the purposes of promoting, Sponsors or iFramed. As such, anything that could constitute, as determined by iFrame in its sole and unfettered discretion, criticism of, undermining a goal or object of, or something that brings into disrepute the character or reputation of, any Sponsor, Sponsorship Contract, any associated campaign, or iFramed, or any person associated with any of them, is strictly prohibited. You understand that this a fundamental requirement of this Agreement and that iFramed may take any action listed in Section 5.1 above without notice for violation of this requirement by you.
5.4 Unauthorized Use of Messaging Content and Sponsor Subject Matter
In accordance with Section 3.6, you may not use, copy or distribute any messaging subject matter added to your Content by iFramed and/or an authorized Sponsor in isolation from the Messaged Content. iFramed also restricts the use, copying and distribution of Messaged Content to the license granted to you in Section 3. iFramed may be unable to track sharing and viewing of such unauthorized uses of Messaged Content and cannot provide payment for such activity.
5.5 Your Account, Password, And Security
If iFramed requires you to open an account, you must complete the sign-up process by providing iFramed with current, complete and accurate information as prompted by the applicable registration form. You agree to notify iFramed promptly of any changes to this information as required to keep it current, complete and accurate. You also will choose a password. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur by all users associated with your account.
You agree to notify iFramed immediately of any unauthorized use of your account or any other breach of security. iFramed will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by iFramed or another party due to someone else using your account or password, including from any claims, damages or losses resulting from a breach of these T&Cs by a third party using your account. You may not use anyone else’s account at any time, without the permission of the account holder.
5.6 Use Of Services and Customer Responsibilities
You represent and warrant that you are at least 18 years of age or, as applicable, the age of majority in the state or province in which you reside, and that you possess the legal right and ability to enter into this Agreement. If you are registering on behalf of a corporation you warrant that you have the authority to bind the corporation. You agree to be financially responsible for your use of the Services (as well as for use of your account by others, including minors living with you) and to comply with your responsibilities and obligations as stated in this Agreement.
You must (a) obtain and pay for all equipment and third-party services (e.g., telephone and computer equipment) required for you to access and use the Services; (b) maintain the security of your password, PIN number and other confidential information relating to your iFramed account and your Social Media Platform Account; and (c) be responsible for all charges resulting from use of your account, including unauthorized use prior to your notifying iFramed of such use and taking steps to prevent its further occurrence.
Images hosted by iFramed on, or accessible via, iFramed controlled servers, including but not limited to Sponsorship campaign material and/or subject matter used to generate Messaged Content from your Content in the context of a Sponsorship Contract, may only be used in connection with the Services and for no other purpose whatsoever. To the extent you use images provided by iFramed, iFramed hereby grants to you a limited, non-exclusive, non-transferable sublicense to use the images in an unaltered state solely in connection with your use of the Services.
6 Social Media Platforms and Other Web Sites
You won’t violate the terms of the Social Media Platform – but if you do, you can’t blame us.
6.1 No Affiliation or Association
iFramed has no affiliation with your Social Media Platform. We cannot and are not responsible for any acts or omissions done or omitted by you on your Social Media Platform, or by your Social Media Platform.
You should familiarize yourself with any terms and conditions applicable to any such Social Media Platforms.
6.2 Links to and From Other Websites
If you wish to link to the iFramed System website or resource of the System accessible by a network (“Site”), you may do so, provided you agree to the link conditions described below (“Link Conditions”):
A link may be established to the following home page of the Site (“Home Page”) at http://www.iFramed.com.
If you link to the Site, your website,
iFramed shall have no responsibility or liability for any content appearing on your website. iFramed may at any time, in its sole discretion, immediately terminate your right to link to the Site, with or without cause. If iFramed exercises this right, you will immediately remove all links to this Site. By establishing a link to the Site, you will be deemed to have agreed to these Link Conditions.
Certain websites may be linked to the Site. Not all of these links may have been permitted by iFramed. Regardless of whether a link has been permitted by iFramed, iFramed is not responsible for the contents of any website that is linked to the Site. iFramed makes no representations or warranties, and does not endorse, any website that is linked to the Site, the contents of any such website, the information appearing on any such website or any of the products or services described on any such website. The fact that a website is linked to the Site does not imply that iFramed sponsors, endorses or is affiliated or associated with the entity that owns or is responsible for the website.
Certain links on the Site may take you to other websites, including Social Media Platforms. iFramed provides these links only as a convenience. iFramed is not responsible for the contents of any linked website. iFramed makes no representations or warranties regarding, and does not endorse, any linked website, the contents thereof, the information appearing thereon or any of the products or services described thereon. Links do not imply that iFramed sponsors, endorses or is affiliated or associated with the entity that owns or is responsible for any linked website. If you decide to visit any linked websites, you will do so at your own risk.
7 Limitation of Liability and No Warranties
This section says that you cannot sue iFramed, and we do not provide any guarantee on the Services – what you see is what you get. It’s capitalized, so you know it must be important.
THE SYSTEM AND SERVICES ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE WITH RESPECT TO THE SYSTEM, THE SERVICES OR ANY OTHER PRODUCT, DOCUMENTATION OR SERVICE PROVIDED HEREUNDER OR IN CONNECTION HEREWITH. iFRAMED FURTHER EXPRESSLY DISCLAIMS GUARANTEE OF CONTINUED AVAILABILITY OF THE SYSTEM OR SERVICES OR ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT INCLUDING, BUT NOT LIMITED TO, MARKETING LITERATURE OR COLLATERAL OR STATEMENTS REGARDING PERFORMANCE OF THE SYSTEM OR SERVICES BY iFRAMED WHICH IS NOT CONTAINED IN THIS SECTION SHALL BE CONSIDERED TO BE A WARRANTY OR REPRESENTATION, AND SHOULD NOT BE RELIED UPON AND IS NOT BINDING UPON iFRAMED.
NONE OF iFRAMED NOR ANY OF ITS AFFILIATES OR SUPPLIERS SHALL BE HELD RESPONSIBLE IN ANY WAY OR BY ANY MEANS, EITHER DIRECTLY OR INDIRECTLY, FOR ANY COMMUNICATIONS OR OTHER DIFFICULTIES OUTSIDE OF iFRAMED’S OR ANY SUCH AFFILIATES’ OR SUPPLIERS’ CONTROL WHICH COULD LEAD TO ANY DELAY, INTERRUPTION, MISDIRECTION OR MISAPPLICATION OF MESSAGED CONTENT OR DELIVERY THEREOF TO YOUR SOCIAL MEDIA PLATFORM.
THE AGGREGATE LIABILITY OF iFRAMED, ITS AFFILIATES OR SUPPLIERS, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF AN ESSENTIAL PURPOSE), TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION OR OTHERWISE IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURENCES SHALL IN NO CIRCUMSTANCES EXCEED THE AMOUNTS PAID BY iFRAMED TO YOU WITH RESPECT TO THE SERVICES GIVING RISE TO THE CLAIM. IN NO EVENT SHALL iFRAMED, ITS AFFILIATES OR SUPPLIERS OR AFFILIATES OF ANY OF THEM BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF BUSINESS, LOSS OF REVENUES OR PROFITS, LOSS OF DATA OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES, WRONG DELIVERIES, SERVICE INTERRUPTIONS, PERFORMANCE OR FAILURE OF THE INTERNET OR iFRAMED’S INTERNET SERVICE PROVIDER, OR DELETION OF CONTENT OR MESSAGED CONTENT OR FAILURE TO SHARE CONTENT OR MESSAGED CONTENT), EVEN IF iFRAMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE.
IN THE EVENT APPLICABLE LAW DOES NOT PERMIT SUCH EXCLUSIONS TO BE COMPLETELY DISCLAIMED, THESE EXCLUSIONS SHALL BE INTERPRETED AS NECESSARY TO GIVE iFRAMED THE FULL BENEFIT OF ANY DISCLAIMER OR LIMITATION AS PERMITTED BY APPLICABLE LAW.
8 Legal Boilerplate
In this Section, we state what laws and courts we use if we have a dispute, that you can’t assign this agreement, what happens if any section is deemed by a court to be unenforceable, that we are separate and neither of us can speak for the other, when this Agreement will end, and that we agree to use the language of English in this Agreement.
The rights, duties and obligations of the parties and the validity, interpretation, performance and legal effect of this Agreement shall be governed and determined in accordance with the laws of the British Virgin Islands, excluding that body of law applicable to choice or conflict of law and the United Nations Convention on Contracts for the International Sales of Goods and all legislation implementing such convention. Any claims or disputes arising out of this Agreement shall be settled through arbitration pursuant to the Rules of Arbitration of the American Arbitration Association, at a venue in in the British Virgin Islands, and both parties irrevocably and unconditionally consent to the jurisdiction and binding nature of any such tribunal and irrevocably and unconditionally waive (a) any defense of an inconvenient forum to the maintenance of any such claim or action; (b) any objection to venue with respect to any such action or claim on account of the place of residence or domicile of any party thereto. The award rendered by such arbitration shall be final and binding upon the parties.
You may not assign this Agreement without iFramed’s consent. iFramed may assign this agreement at its sole discretion.
8.3 Sections are Severable
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect. If any of the provisions of this Agreement shall be deemed to be unenforceable by reason of its extent, duration, scope or otherwise, then the parties contemplate that the tribunal making such determination shall enforce the remaining provisions of this Agreement, and shall reduce such extent, duration, scope, or other provision and shall enforce them in their reduced form for all purposes contemplated by this Agreement.
8.4 We are not Agents or Representatives of Each Other
Nothing in this Agreement will in any way be construed to constitute your or any User (or any employee of you or a User) as an agent, employee or representative of iFramed, or vice versa. You acknowledge and agree that iFramed is not liable in any way for any taxes, duty or other fees that you may owe as a result of begin paid for the Services, and you shall further indemnify iFramed and its directors, officers, and employees from and against all tax claims resulting from payment made to you.
8.5 Termination and Survival
You may terminate this Agreement at any time by deleting your account, if you have one, or by providing 30 days written notice to iFramed. Such termination is subject to continued use of any iFramed System which will obviate any such termination. In any case, Sections 3 to 6, 7 and 8 shall survive termination.
This Agreement and associated documentation has been written in the English language, and the Parties agree that the English version will govern. Les parties aux présentés confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s’y rattaché, soient redigés en langue anglaise. (Translation: The parties confirm that this Agreement and all related documentation is and will be in the English language).