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Terms of Service
Effective Date: January 22, 2024
PLEASE READ THESE TERMS OF SERVICE ("AGREEMENT") CAREFULLY. THE WEBSITE ("WEBSITE") OF IKARUS DELTA ("IKARUS DELTA") AND THE INFORMATION ON THE WEBSITE IS CONTROLLED BY IKARUS DELTA. ALL THESE TERMS OF SERVICE GOVERN:
(I) THE USE OF THE WEBSITE APPLY TO ALL USERS USING THE WEBSITE IN ANY WAY
(II) THE SERVICES AND RESOURCES AVAILABLE FOR ENABLED VIA THE WEBSITE (EACH, A "SERVICE" AND COLLECTIVELY, THE "SERVICES"). (III) THE SERVICES AND THIS AGREEMENT ALSO INCLUDE ANY USE OF PROJECTS LINKED TO THE IKARUS DELTA WEBSITE.
You certify that (1) you have read, understood, and agree to be bound by the Terms of Service, (2) you are of legal age to form a binding contract with Ikarus Delta, and (3) you have the authority to enter into this Agreement on your own behalf or on behalf of the entity you have named as the user, and to bind that entity to this Agreement by clicking the "Accept" button, completing the registration process, using any of the Services, and/or browsing the Website. The person or legal entity, as appropriate, that Ikarus Delta recognized as the user when you created an account using the Services is referred to as "you" in this context. You may not access or use this Agreement if you disagree to be bound by it.
IF YOU ARE A CONSUMER AND HAVE YOUR HABITUAL RESIDENCE IN THE UNITED STATES, SECTION 13 IN THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN THE COMPANY TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 13 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE AND HOW TO OPT OUT.
Any further terms, conditions, and policies that we may post separately on the Website (the "Supplemental Terms"), which are subject to and incorporated by reference into this Agreement, will also apply to your use of the Services in the event that this Agreement and any Supplemental Terms conflict, the Supplemental Terms will take precedence over this Agreement with regard to the relevant subject matter.
PLEASE NOTE THAT IKARUS DELTA MAY CHANGE THE AGREEMENT AT ANY TIME AT ITS SOLE DISCRETION. Whenever modifications are made, IKARUS DELTA will update the "last updated date" at the top of this agreement and make a copy of the updated agreement available on the services.
WE SHALL NOTIFY USERS THROUGH THE SERVICES OF ANY MATERIAL CHANGES WE MAY MAKE TO THE AGREEMENT. Any changes to the agreement will take effect immediately for new users of the services and, if applicable, will apply to existing users upon the earlier of two dates: (A) thirty (30) days following the "last updated date" listed at the top of these terms of service; or (B) your consent to and acceptance of the updated agreement, if Ikarus Delta offers a mechanism for your immediate acceptance in a specified manner (e.g., click-through acceptance), which Ikarus Delta may require before further use of the services is permitted.
1 Services; License Grant
Overview: The Services are meant to be an online platform where we provide end to end solutions from 3D modeling and texturing to Product Configurator integration on business and e-commerce websites.
License to projects: Ikarus Delta does not assert Public Project ownership. On the other hand, you consent to license your Public Projects under the Creative Commons "No Rights Reserved" ("CC0") license when you make them available for cloning. To be clear, you should not distribute any Public Projects based on Non-Ikarus Delta Resources as cloneable. You warrant that you are the project owner or possess all essential rights to it so that you may license it in accordance with the CC0.
Please keep in mind that any cloneable Public Projects you create and share using the Services may be found, viewed, used, modified, and reproduced by other users. This license permits you to use your cloneable Public Projects for commercial purposes, provided the use complies with the license requirements. You consent to Ikarus Delta giving you credit for your public projects via a hyperlink and/or by giving you access to a list of all users who have contributed.
Re-Use of Projects: Projects made or published by other users on the Services are subject to the rules of the CC0. You undertake to abide by the license's applicable attribution requirements that apply when reusing any Projects that we host (or, in the case of any Non-Ikarus Delta Resources, by the applicable attribution requirements of the appropriate license, whether CC0 or not). You consent to license the updated or modified content under the CC0 or a later version when you make changes to cloneable Public Projects.
License: Ikarus Delta hereby grants you, your employees, and independent contractors whom you have granted permission to access and use the Services on your behalf a non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable right to access and use the Services remotely, including any programs and related technology and interfaces that Ikarus Delta makes available in accordance with this Agreement, in accordance with the standard end-user technical documentation, specifications, materials, and other information Ikarus Delta makes available electronically at https://www.ikarusdelta.com.
License Restrictions: It is agreed upon that neither you nor any third party shall, directly or indirectly:
Access or use the Services or use the Documentation except as may be specifically permitted herein.
Modify, adapt, alter, or translate the Services or Documentation except as may be specifically permitted herein.
Sublicense, lease, rent, loan, distribute, or otherwise transfer the Services or Documentation to any third party.
Reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying concepts, algorithms, structure, or organization) of the Services.
Use or copy the Services or Documentation except as may be expressly permitted under this Agreement.
Disclose or transmit any data contained in the Services to any individual.
You agree that the Services and Documentation will not be utilized, nor are they licensed for use, in relation to any of your mission-critical or time-sensitive tasks.
2 Proprietary Rights
Ownership: No title or ownership of the Services, Documentation, or the intellectual property rights included therein passes as a result of this Agreement or any act performed in accordance with this Agreement; instead, the Services and Documentation are licensed to you rather than sold. All rights in and to the Services and Documentation not specifically given to you in this Agreement are reserved by Ikarus Delta. The Services and Documentation and all intellectual property rights therein are the sole property of Ikarus Delta and its suppliers. Ikarus Delta and its vendors own all rights, titles, and interests in the Services and Documentation.
This Agreement and any act made in accordance with it do not transfer title or ownership to the Services, Documentation, or the intellectual property rights included therein; instead, the Services and Documentation are licensed to you rather than sold. Ikarus Delta and its suppliers are the sole owners of the Services and Documentation and all related intellectual property rights. Ikarus Delta reserves all rights in and to the Services and Documentation not specifically given to you under this Agreement. Regarding the Services and Documentation, Ikarus Delta and its suppliers own all rights, titles, and interests.
Feedback: By signing this agreement, you give Ikarus Delta a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate any ideas, requests for improvements, suggestions, or other feedback you may have regarding the Services into Ikarus Delta's other products or services or into the Services itself. Ikarus Delta won't reveal to others that you are the originator of such comments.
3 Your Data and Responsibilities
Your Data: "Your Data" refers to any information you provide using the Services under this Agreement, including any Projects, including data, models, content, materials, text, and other information. You give us permission to use and disclose Your Data as needed to (a) deliver the Services by this Agreement, including identifying, stopping, and looking into security incidents, fraud, spam, or improper use of the Services; and (b) address any issues you may have with the Services' functionality or to address your questions.
You agree that there is inherent insecurity in the networks of telecommunications companies and the Internet. You hereby acknowledge that Ikarus Delta shall not be responsible for any modifications to, interception, or loss of Your Data. At the same time, it is transmitted via the Internet or a network owned by a telecommunications provider.
License Ownership: You acknowledge that the Internet and the networks of telecommunications firms are inherently unstable. By using the Internet or a network operated by a telecommunications carrier, you agree that Ikarus Delta will not be held liable for any changes made to, interceptions of, or losses resulting from Your Data.
This means that you give Ikarus Delta a non-exclusive, worldwide, royalty-free, and fully paid license to (a) use Your Data as needed during the Term to provide and improve the Services and (b) use Your Data in an aggregated and anonymized form during and after the Term to: (i) improve the Services and Ikarus Delta's related products and services; (ii) create analytics and benchmarks; and (iii) generate and disclose statistics regarding use of the Services, with the understanding that no personally identifiable statistics will be shared with third parties without your permission. You own all international intellectual property rights in your data, including your data. You retain all rights in and to Your Data not specifically given to Ikarus Delta under this Agreement.
Your Warranty: You guarantee and represent that:
Any project you share or publish through the Services is genuine, accurate, truthful, and offered in good faith.
You own the project you post on or through the Services or otherwise have the authority to grant the license outlined in this Agreement.
Ikarus Delta won't be required to obtain any additional licenses from you, pay any royalties, fees, compensation, or other amounts, or give any credit to any third parties due to the publication of your projects on the Services.
Publishing your projects on the Services won't violate any agreements you may have with third parties.
Additionally, you represent and guarantee that none of Your Data will:
Violate any patent, trademark, or copyright.
Misappropriate any trade secrets.
Be dishonest, defamatory, obscene, pornographic, or unlawful.
Contains viruses, worms, or other malicious computer programming codes that harm Ikarus Delta's system or data.
In any other way, it violates the rights of a third party, including rights to privacy or publicity.
You are entirely responsible for making backup copies of any of Your Data at your own cost and expense; Ikarus Delta is not obligated to back up any of Your Data. You acknowledge and agree that using the Services in a way that goes against or violates the promises and representations you made in this Section 3 is an improper and unauthorized use of the Services.
Your Responsibility towards Data and Security: You will be in charge of maintaining the security of all passwords and other access protocols needed to use the Services and having access to and being accountable for any modifications or deletions of Your Data. You are urged to create backup copies of Your Data and will be able to export Your Data from the Services. Your Data must be accurate, high-quality, legitimate, trustworthy, and suitable; these are your exclusive responsibilities.
4 Confidentiality
All information that Ikarus Delta discloses to you during the term of this agreement, whether spoken, written, graphic, or electronic, shall be considered "Confidential Information," subject to Section 4. The Services, Documentation, and all its updates and modifications will be regarded as Ikarus Delta Confidential Information. All information that Ikarus Delta provides you in connection with the Services—aside from Your Data—belongs to Ikarus Delta and is considered confidential.
Confidential Information Protection: You shall not use any of Ikarus Delta's confidential information for any purpose that is not authorized by this agreement; was either:
Already known to you at the time of disclosure by Ikarus Delta and was not subject to any obligation of confidentiality.
Was disclosed to you without being subject to any obligation of confidentiality by a third party who had the authority to do so.
Is, or has become, generally available to the public without your fault.
Was developed independently by you without utilizing Ikarus Delta's Confidential Information.
Additionally, you may disclose Ikarus Delta's confidential information to the extent that Ikarus Delta has given its approval in writing, that it is required by law, an order from a court, or another comparable judicial or administrative body, or that Ikarus Delta otherwise requests in writing. In the latter case, you must notify Ikarus Delta of the required disclosure as soon as possible and in writing, and you must assist Ikarus Delta—at its reasonable request and expense—in any legal action to contest or limit the scope of Ikarus Delta's required disclosure.
5 Support
Support and Maintenance: Ikarus Delta will use commercially reasonable efforts, subject to the terms and conditions of this Agreement: (a) support your use of the Services and (b) maintain the Services operational and accessible to you, in each case in compliance with Ikarus Delta's standard policies and procedures. Under this Agreement, we shall not be obligated to fix any bugs or mistakes in the Services or provide any other support.
6 Terms and Termination
Term: The day you accept this agreement (as per the preamble) will be the "Effective Date"; it will remain in effect until you terminate it in line with the provisions stated above (the "Term").
Termination of Agreement: Until terminated as specified below, this Agreement will remain in full force and effect. Ikarus Delta has the right to immediately and without notice suspend or discontinue any Services provided to you if timely payment cannot be charged to your Payment Provider for any reason if you have materially violated any of the Agreement's provisions, or if Ikarus Delta is required to do so by law (e.g., where the provision of the Services is or becomes unlawful). Ikarus Delta reserves the right to take necessary legal action, including pursuing civil, criminal, or injunctive remedy and suspending or terminating your access to the Services.
Furthermore, if you have not paid for or utilized the Services for eighteen consecutive months, or in the absence of cause, Ikarus Delta retains the right to terminate your access to the Services and/or this Agreement by giving you a reasonable amount of advance notice via email and through your Account. This Agreement shall be binding on you even after your ability to use the Services is discontinued, and any money owed to Ikarus Delta will still be outstanding.
Effect of Termination: When a service is terminated, all associated licenses and rights are also terminated, access to the service is blocked, and further use of the service is prohibited. Your password and all relevant data will be deleted if the Agreement or all Services are terminated. Your right to use any Service will automatically expire immediately upon termination.
Ikarus Delta shall not be liable to you in any way for such suspension or cancellation. Despite the preceding, Ikarus Delta will reimburse any prepaid payments if Ikarus Delta cancels this Agreement for any reason other than your violation.
7 Third-party Links
Links to third-party services, including websites, applications, or advertisements, may be found throughout the Services ("Third-Party Links"). We won't notify you that you have left the Services when you click one of these links. Third-party links and the materials, goods, or services made available through them are not under the control of Ikarus Delta, and Ikarus Delta shall not be liable for any of them. These Third-Party Links are provided by Ikarus Delta purely for your convenience; no material, goods, or services that can be accessed through them are endorsed, approved, monitored, reviewed, or warranted by Ikarus Delta. All Third-Party Links are provided at your own risk.
8 Fees
Payment: There can be a fee for some features and functionalities of the Services. Your Payment Provider agreement governs your use of the assigned credit card; for information about your rights and obligations, consult that agreement rather than this Agreement. Ikarus Delta maintains the right, at any moment, to modify its fees and modes of payment, effective immediately upon posting via the Services or by sending you an email.
Taxes: Any relevant value-added tax (VAT), sales tax, or other comparable tax at the current rate is included in the prices listed on any Service.
Refunds: Within fourteen (14) days of the initial purchase, as a consumer, you have the right to cancel any subscription you may have purchased without explanation and obtain a refund of the applicable Service Subscription Fee if you currently reside in the United Kingdom or the European Union. We reserve the right to prorate any refund to reflect any use of the relevant subscription during those fourteen (14) days. To initiate a refund request, kindly notify us through email with a clear and concise message: hello@ikarusdelta.com.
Upgrades: Ikarus Delta reserves the right to demand an upgrade. If you decide to upgrade your workspace, the upgrade will be effective immediately, and any additional costs will be billed in line with this agreement.
Free Trials and Other Promotions: A free trial period (referred to as a "Free Trial") may be offered on some products. You will be informed of this via the Services.
9 Disclaimers of Warranties and Conditions
You clearly understand and agree that the services are provided "as is" and "as available" with all faults and that your use of the services is at your exclusive risk, to the extent permitted by applicable law. IKARUS DELTA DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARISING FROM USE TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
Some or all of the above exclusions and limitations may not apply to you if you are a consumer and have your habitual residence in the United Kingdom or the European Union. This is because applicable consumer law may not permit the exclusions or limitations on implied warranties.
IKARUS DELTA MAKES NO REPRESENTATION, WARRANTY, OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE RELIABLE OR ACCURATE.
You can download any content from the services or access them in any other way at your own risk. You are solely responsible for any damage to your property, including your computer system, any devices you use to access the services, and any other losses arising from using such content.
THE SERVICES MAY EXPERIENCE CHANGES, CANCELLATIONS, AND/OR DELAYS. Regarding services, including their quality, effectiveness, reputation, and other characteristics, IKARUS DELTA MAKES NO WARRANTY, REPRESENTATION, OR CONDITION.
NO INFORMATION OR ADVICE OBTAINED FROM IKARUS DELTA OR THROUGH THE SERVICES, WHETHER WRITTEN OR ORAL, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Before general commercial release, Ikarus Delta may provide you access to beta products, technologies, features, functionalities, or services (collectively, "beta services"). You acknowledge and agree that using the beta services is entirely at your own risk, that they are only being provided for experimental purposes, and may include bugs, errors, and other defects.
YOU AGREE THAT YOUR USE OF THE BETA SERVICES IS OPPORTUNISTIC AND VOLUNTARY, THAT WE HAVE NO OBLIGATION TO PROVIDE TECHNICAL SUPPORT, AND THAT WE MAY END THE BETA SERVICE'S PROVISION AT ANY TIME, IN OUR SOLE DISCRETION, AND WITHOUT NOTIFYING YOU IN ADVANCE. THESE BETA SERVICES ARE PROVIDED "AS-IS," AND WE DISCLAIM ALL LIABILITY, WARRANTIES, INDEMNITIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE BETA SERVICES TO THE EXTENT PERMITTED BY APPLICABLE LAW.
You consent to the application on any suggestions, enhancement requests, recommendations, or other feedback you may have on the beta services. This section supersedes any conflicting terms and conditions in this agreement, but only to the extent required to resolve the conflict and only for Beta Services.
No Responsibility for the Actions of Other Parties: You acknowledge and agree that Ikarus Delta is not liable for the actions of third parties, such as other users of the services and operators of external websites, and that you bear all responsibility for any harm that may result from such third parties.
No Accountability for Non-Ikarus Delta Materials: DESIGN FILES, PLUGINS, COMPONENT LIBRARIES, AND CODE COMPONENTS—collectively, "NON-IKARUS DELTA RESOURCES"—ARE DEVELOPED BY A PARTY BESIDES IKARUS DELTA, AND IKARUS DELTA DOES NOT WARRANT, SUPPORT, OR ACCEPT RESPONSIBILITY OF ANY KIND FOR THEM.
10 Indemnification
By Ikarus Delta
Obligation: Shall defend you in any lawsuit filed by a third party against you to the extent that the lawsuit is based on a claim that the Services that Ikarus Delta has provided you violate the copyrights or patents of such third party in the United States or misappropriated the trade secrets of such third party as defined by the Uniform Trade Secrets Act or other comparable laws. Ikarus Delta shall also pay any costs and damages that are ultimately awarded against you in any such action or agreed to in a monetary settlement of such claim, in each instance that is specifically related to such claim.
However, Ikarus Delta will have exclusive control over the defense and all negotiations for any settlement or compromise of such claim; (b) Ikarus Delta will receive prompt written notice of any such claim from you; and (c) you will cooperate and assist Ikarus Delta in such defense at Ikarus Delta request and expense. Ikarus Delta's entire liability and your only and exclusive remedy for any allegations of infringement and/or misappropriation are outlined.
Alternative: In the event that an injunction or court order prohibits you from using the Services due to infringement, or if Ikarus Delta determines in its sole discretion that the Services are likely to be the subject of any claims, you agree to allow Ikarus Delta, at Ikarus Delta's sole discretion and no cost to you, to (i) obtain for you the right to continue using such Services by this Agreement, or (ii) replace or modify the Services so that they become non-infringing while offering substantially similar features. In the event that Ikarus Delta cannot profitably fulfill (i) or (ii) above, the relevant licenses will immediately expire, and Ikarus Delta will reimburse you for prorated costs for the remaining term.
Exclusions: If you use the Services in a way that deviates from this Agreement or the Documentation, or if you combine the Services with third-party hardware or software that does not comply with the operating environment specified in the Documentation, or if you modify the Services in any way without authorization from Ikarus Delta, Ikarus Delta will not be liable to you for any claims of infringement or misappropriation (collectively, the "Exclusions"). Ikarus Delta will be held innocuous by you for any liabilities, losses, and expenses (including reasonable legal fees) arising from such exclusions.
By You: In the event of any actual or third-party claims, you agree to indemnify, defend, and hold Ikarus Delta and its directors, officers, affiliates, employees, agents, partners, licensors, and suppliers harmless. This includes paying reasonable external attorneys' fees for any liabilities, losses, damages, costs, and expenses arising from or from the alleged breach.
11 Limitation of Liability
EVEN IF IKARUS DELTA KNOWS OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, TO THE FULLEST EXTENT ALLOWED BY LAW, IKARUS DELTA WILL NEVER BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR ANY SERVICES OR SUPPORT SERVICES PROVIDED HEREIN, UNDER ANY LEGAL THEORY.
AMOUNT OF FEES IKARUS DELTA HAS RECEIVED FROM YOU UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING SUCH CLAIM SHALL IN NO EVENT EXCEED IKARUS DELTA'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW. Even in cases where an exclusive remedy under this agreement has yet to achieve its primary goal, Section 11 must remain in effect.
Apart from the obligations outlined in Ikarus Delta's privacy policy to protect your personal information, Ikarus Delta assumes no liability for any data loss, deletion, misdelivery, or inability to save user communications, personalization settings, or data (including your data).
AN ESSENTIAL PART OF THE DEAL BETWEEN IKARUS DELTA AND YOU ARE THE DAMAGE LIMITATIONS OUTLINED ABOVE.
12 How to File a Claim for Copyright Violation
In the event that a Registered User regularly violates copyright, Ikarus Delta will, upon immediate notification from the copyright owner or the owner's legal representative, terminate the Registered User's membership privileges. In addition to those above, if you think that someone else has copied and posted your work on the Services in a way that violates your copyright, kindly send the following details to our Copyright Agent:
The following must be included in your notice:
The physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest.
A description of the copyrighted work that you claim has been infringed.
A description of the location of the material that you claim is infringing on the Services.
Your address, phone number, and email address.
A written statement by you stating that you have a good faith belief that the disputed use is not permitted by the copyright owner, its agent, or the law.
A declaration made under penalty of perjury certifying that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Contact information for Ikarus Delta's Copyright Agent for notice of claims of copyright infringement is as follows: hello@ikarusdelta.com
13 Dispute Resolution
Application of Arbitration Agreement
Except as follows: (1) You may file a small claims lawsuit or seek relief there if your claims meet specific requirements; and (2) You and Ikarus Delta may file a lawsuit for equitable relief in case of infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). You agree that any dispute, claim, or request for relief relating to your access or use of any of the Services or any aspect of your relationship with Ikarus Delta will be resolved through binding arbitration rather than in court. Any and all disputes, claims, and requests for relief that developed or were made before the effective date of this Agreement or any earlier version shall be governed, without limitation, by this Arbitration Agreement.
Rules and Forum for Arbitration: This arbitration agreement is interpreted and enforced in accordance with the Federal Arbitration Act. Send a letter to our registered agent, National Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801, outlining your disagreement, claim, or request for relief in order to start an arbitration case. JAMS, a reputable supplier of alternative dispute resolution, will conduct the arbitration. The most recent version of the Streamlined Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-streamlined-arbitration/, will apply to disputes involving claims, counterclaims, or requests for relief under $250,000, excluding attorney's fees and interest. The Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/, will apply to all other disputes.
The regulations of JAMS can also be accessed by calling JAMS at 800-352-5267 or by visiting www.jamsadr.com. The parties will choose a different arbitral forum if JAMS is not accessible for arbitration. Ikarus Delta will cover the costs if the arbitrator determines that you cannot pay JAMS's filing, administrative, hearing, and/or other fees and that you cannot get a waiver from JAMS. Furthermore, unless the arbitrator finds that the allegations are baseless, Ikarus Delta will pay back all of the JAMS's filing, administrative, hearing, and/or other fees for disputes, claims, or relief requests totaling less than $10,000.
You can decide whether the arbitration will occur in person in your home country, at a different, mutually agreed-upon location, over the phone, or based on written submissions. Any court with the necessary authority may enter a judgment based on the arbitrator's award.
Authority of Arbitrator
The arbitrator will have sole jurisdiction to (a) decide the arbitrate agreement's scope and enforceability and (b) settle any disagreement regarding the interpretation, applicability, enforceability, or formation of this agreement, including any claim that all or any portion of it is null and void. The arbitration shall resolve disputes about your and Ikarus Delta's rights and obligations. It will not be possible to join or merge the arbitration process with any other cases or parties.
The arbitrator is empowered to grant motions that dismiss all or a portion of a claim. The arbitrator will be able to award monetary damages as well as any non-monetary remedy or relief that an individual may be entitled to under the terms of the Agreement (including the Arbitration Agreement), the rules of the arbitral forum, and applicable law. The arbitrator will issue a formal award and statement of judgment outlining the key facts and conclusions that form the basis of the award, along with the computation of any damages awarded. The arbitrator has the same power to grant relief on a case-by-case basis as a judge in a formal court of law. The arbitrator's decision is final and enforceable against both of us.
Waiver of Jury Trial: At this moment, YOU AND IKARUS DELTA GIVE UP ALL RIGHTS UNDER THE CONSTITUTION TO SUIT IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. Instead, you and Ikarus Delta agree that, except what is stated in Section 13 above, all disagreements, claims, or requests for relief will be settled through arbitration under the terms of this arbitration agreement. An arbitrator shall abide by this Agreement and may provide the same damages and remedies as a court individually. Nevertheless, arbitration does not include a judge or jury, and the court's ability to review an arbitrator's decision is severely restricted.
Waiver of Class or Other Non-Individualized Relief: Within the parameters of this arbitration agreement, all disputes, claims, and requests for relief must be arbitrated individually rather than on a class or collective basis. Individual arbitration is the only form of relief available, and claims involving multiple customers or users cannot be arbitrated or combined with those of other customers or users.
Any dispute, claim, or relief request that is found to be subject to applicable legislation that prohibits the execution of any of the limits in this section must be removed from the arbitration process and brought before the Delaware State or Federal Courts. Arbitration will be used for other disagreements, allegations, or relief requests.
30-Day Right to Opt-Out: Within thirty (30) days of initially becoming subject to this Arbitration Agreement, you may withdraw from its terms by submitting a written notification of your choice to hello@ikarusdelta.com. Your name, address, username (if any), the email address you used, and an explicit declaration that you wish to withdraw from this arbitration agreement must all be included in your notice.
The remaining provisions of this Agreement will still apply to you even if you choose to opt out of the arbitration clause. Any other arbitration agreements you may have with us now or in the future will be unaffected if you opt out of this one.
Severability: If any portion(s) of this arbitration agreement is determined by the law to be invalid or unenforceable, they shall be severed and have no further force or effect; the remaining portion of the arbitration agreement will remain in full force and effect.
Survival of Agreement: When your relationship with Ikarus Delta terminates, this arbitration agreement will still be in effect.
Adjustment: We agree that notwithstanding anything in this Agreement to the contrary, you may reject any future material changes made by Ikarus Delta to this Arbitration Agreement by sending a letter to Ikarus Delta at the following address: hello@ikarusdelta.com, or by writing to Ikarus Delta., within thirty (30) days of the change taking effect.
General
Electronic Communications: Whether you visit any of the Services, send Ikarus Delta emails, or Ikarus Delta posts notifications on the Website or other Services or sends you emails, the communications between you and Ikarus Delta may be conducted electronically. For this contract, you (a) agree to receive communications from Ikarus Delta electronically and (b) acknowledge that Ikarus Delta's electronic provision of all terms and conditions, agreements, notices, disclosures, and other communications satisfy any legal requirements that would otherwise require such communications to be in writing. Your statutory rights, such as those about the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. ("E-Sign"), are unaffected by the aforementioned.
Notice: In cases where Ikarus Delta requests an email address, you give Ikarus Delta your most recent email address. The email that Ikarus Delta sends you will still be considered adequate notice even if the last email address you provided is invalid or, for any other reason, cannot transmit any notices required or permitted by the Agreement.
Parties' Relationship: Independent contractors are the parties to this agreement. Nothing in this Agreement shall be understood to establish a partnership, agency, employment, fiduciary, or joint venture between the parties.
Publicity: Ikarus Delta may utilize your identity and a synopsis of how you have used the Services for marketing and investor relations.
Users from abroad: The Services may include references to Services and material that are unavailable in your country, and they are accessible from any country in the globe. These allusions do not suggest that Ikarus Delta plans to introduce these services or content in your nation. Ikarus Delta disclaims all liability regarding the suitability and accessibility of the Services in your country or any other. Users are responsible for adhering to local laws and accessing or using the Services at their own will.
Adherence to export control legislation: The export of encryption technology is subject to export license requirements from the US Commerce Department, which may be necessary for any technology found in the Services. You will abide by all relevant export control laws and rules from the United States and other nations. Specifically, but not exclusively, the Services may not be exported or re-exported (a) into any countries against which the United States has an embargo or (b) to any individual listed on the lists maintained by the U.S. Department of Commerce and Treasury Department as Entities or Specially Designated Nationals, or denied persons lists. You agree to protect, hold harmless, and indemnify Ikarus Delta from and against any fines, penalties, liabilities, damages, costs, and expenses (including reasonable legal fees) that Ikarus Delta may incur due to your violation.
Assignment: Without Ikarus Delta's prior written consent, you are not permitted to assign or transfer any of your rights under this Agreement—including your licenses and rights related to the Services—to any third party by operation of law, merger, change of control, or any other means. Any attempt to transfer or assign contravening those above will be deemed void. Ikarus Delta may assign this Agreement's rights and duties to anyone.
Location and Applicable Law: Except for any conflict of law clauses requiring the use of the laws of any other jurisdiction, this Agreement will be governed by the laws of the State of Delaware. The Convention on Contracts for the International Sale of Goods of the United Nations must not apply to this Agreement. Any action or procedure resulting from or connected to this Agreement may only be filed in a Delaware federal or state court. Each party irrevocably submits to the personal jurisdiction and venue of any such court and the serving of process therein. Notwithstanding anything in this agreement, if you are a consumer and reside in the United Kingdom or the European Union as your primary residence, you may be entitled to additional rights and protections granted to you by mandatory provisions of the law of your country of residence.
Force Majeure: Other than failing to pay amounts when they are due, any delay or failure on the part of either party to perform under this agreement will not be deemed a breach and will be excused to the extent caused by any event beyond that party's reasonable control, such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of fuel, energy, labor, materials, or transportation facilities.
Remedies: The parties' rights and remedies under this Agreement are cumulative unless otherwise expressly stipulated in this agreement. You understand that Ikarus Delta has valuable trade secrets and proprietary information contained in the Services, that any actual or threatened violation will cause Ikarus Delta immediate and irreversible harm for which monetary damages would not be sufficient compensation, and that the appropriate remedy for such a breach would be injunctive relief.
Waiver; Severability: Any term of this Agreement that is waived or not enforced on one occasion will not be deemed to be waived of any other provision or of that provision at any additional time. If any part of this agreement is unenforceable, the remaining terms will remain in full force and effect, and the unenforceable portion will be modified and interpreted to the most significant degree permitted by relevant law to achieve its goals.
Construction: This Agreement's section titles are for reference only and are not intended to be used for interpretation. The term "including," as used in this Agreement, means "including but not limited to."
Entire Agreement: All previous talks about the subject matter are superseded and combined into this Agreement, which is the final, complete, and exclusive agreement between them.