Effective January 1, 2021
We’ll start with the basics, including a few definitions that should help you understand these Terms. IronUp (“IronUp,” “we,” or “us”) is a rented fleet management platform (the “App”) that allows equipment renters to manage all rented equipment in one place, for all rental suppliers (the “Suppliers”) and is inclusive to all IronUp’s software, data and general know-how (the “Technology”). The App is offered at www.IronUp.io and any other IronUp Site or mobile application owned, operated or controlled by us (we’ll collectively refer to these as the “IronUp Site,” and together with the App, the “Service”). IronUp is a Delaware S-corporation whose legal name is Subscribe Labs Inc d/b/a IronUp. IronUp has employees, independent contractors, and representatives (“our Team”). As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “Member” according to this Agreement (or “you”).
If you have any questions about our Terms, feel free to contact us.
In order to use the Service, you must:
- be at least eighteen (18) years old and able to enter into contracts;
- complete the account registration process;
- agree to these Terms;
- provide true, complete, and up-to-date contact and billing information;
- not be based in Cuba, Iran, North Korea, Syria, or any other country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country; and
- not be listed on any U.S. government list of prohibited or restricted persons.
By using the Service, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.
IronUp may refuse service, close accounts of any Members, and change eligibility requirements at any time.
When you sign up for an account and agree to these Terms, the Agreement between you and IronUp is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as you have an IronUp account or until you or we terminate the Agreement in accordance with these Terms, whichever happens first. If you sign up for an account on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.
- Closing Your Account
You or IronUp may terminate the Agreement at any time and for any reason by terminating your IronUp account or giving notice to the other party. We may suspend the Service to you at any time, with or without cause. If we terminate your account without cause, and your account is a paid account, we’ll refund a prorated portion of your current prepayment. We won’t refund or reimburse you in any other situation, including if your account is suspended or terminated for cause, like a breach or any violation of the Agreement. If your account is inactive for 12 or more months, we may terminate the account. Once your account is terminated, you acknowledge and agree that we may permanently delete your account and all the data associated with it, including your Data. Usernames are unique and can only be used once. If your account has been terminated, the username will no longer be available for use on any future accounts and cannot be reclaimed.
We may change any of the Terms by posting revised Terms on our IronUp Site. Unless you terminate your account, the new Terms will be effective immediately and apply to any continued or new use of the Service. We may change the Service or any features of the Service at any time, and we may discontinue the Service or any features of the Service at any time.
- Account and Password
You are responsible for keeping your account name and password confidential. You are also responsible for any account that you have access to and any activity occurring in such account (other than activity that IronUp is directly responsible for that isn’t performed in accordance with your instructions), whether or not you authorized that activity. You’ll immediately notify us of any unauthorized access or use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only provide you with instructions on how to reset your password. We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account, and when you access and use the Service, is and will remain complete and accurate.
- Account Disputes
We don’t know the inner workings of your organization or the nature of your personal relationships. You won’t request access to or information about an account that’s not yours, and you’ll resolve any account-related disputes directly with the other party. We decide who owns an account based on the content in that account, and if multiple people or entities are identified in the content, then we’ll rely on the contact and profile information listed for that account. In cases where differing contact and profile information is present, we’ll require you to resolve the matter through proper channels outside of IronUp.
When a dispute is identified, we may suspend any account associated with the dispute, including disabling login, to protect the security and privacy of the data held within the account.
- Plans, Service Period and Billing Changes
We deliver our Service through multiple subscription options that offer varying features and pricing (the “Plans” or “Plan”). We reserve the right to make changes to our Plans, including feature availability, pricing and any other consideration. We will provide early notification of changes to the Plans to Members, as possible, and as exclusively determined by IronUp.
The Service will be delivered on a recurring time basis (the “Service Period”), between which Members will be charged for access to the Service. The Service Period length is dependent on which Plan the Member is currently subscribed to.
- Limited Free Trial and Billing
We may grant you a limited free trial during which you will receive the Service free of charge. Thereafter, you will be charged a recurring service fee in advance of the applicable Service Period.
Your account will be renewed automatically at the end of each Service Period until either you or we explicitly cancel the Service.
By subscribing to the Service you give us the right to charge your credit card, or bill you via other payment methods, for fees connected with the Service such as renewal fees or fees for extra services.
You will pay any and all applicable international, federal, state, and local sales, use, value-added, excise, duty, and any other taxes, fees, or duties, not based on our net income, that are assessed on or as a result of the Service. Any such taxes, fees, and duties collected by us from you on behalf of a governmental agency shall not be considered a part of, a deduction from, or an offset against, payments due to us for the Service.
For any change in your recurring service fee, we will automatically charge your credit card or bank account that you provided or bill you via other payment methods for the new rate on your next billing cycle.
- One-Time Projects
Some customers may complete one-time projects with no expectation of recurrence. These one-time projects will be invoiced within 10 business days of project completion.
- Invoice Access
Members may view invoices online in their accounts by logging in, going to “My Account” then “Invoices”.
- Debit and Credit Cards
Members may pay their invoices using credit card via an online interface. To request credit card payment in a situation where an offline invoice was provided, contact us and we will send you a link for online payment by credit card.
Any Member who disputes a credit card payment through a card issuer that is found to be valid will be permanently banned from the use of the Service.
We’ll give you a refund for a prepaid Term if we stop providing the Service and terminate your account without cause. You won’t be entitled to a refund or credit from us under any other circumstances. We may, at our sole discretion, offer a refund, discount or credit.
- Superseding Contractual Agreement
Should an additional contractual agreement outside of these Terms be in place between us and you, the specific contractual terms of that agreement will supersede these terms (“Superseding Terms”).
- Feedback and Proprietary Rights
We own all proprietary rights in the Service, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights. You will respect our proprietary rights in the Service, and you may only use our brand assets per approved request.
You may provide or we may ask you to provide suggestions, comments, input or other feedback (“Feedback”) regarding the Service. If you provide us with any Feedback, then you grant us a royalty-free, non-exclusive, worldwide, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback as we see fit. Any Feedback you choose to provide is given entirely voluntarily. You understand that you will not receive any compensation for your Feedback, and that we may use any Feedback you provide to improve the Service or to develop new features and services.
- Aggregate Data
You agree that IronUp will have the right to generate anonymized and aggregated data (“Aggregate Data”) and that Aggregate Data is Technology, which we may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve IronUp’s products and services and to create and distribute reports and other materials). And to be clear, IronUp will only disclose Aggregate Data externally in a de-identified (anonymous) form that does not identify you, or IronUp Sites visitors (“Visitors”), and that is stripped of all persistent identifiers (such as device identifiers, IP addresses, and cookie IDs). You are not responsible for IronUp’s use of Aggregate Data.
Rules and Abuse
- General Rules
IronUp doesn’t allow accounts that promote or incite harm toward others or that promote discriminatory, hateful, or harassing behavior.
We also may suspend or terminate your account if we determine, in our sole discretion, that you are either:
- An organization that has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor any statement, photograph, advertisement, or other Content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others (“Hateful Content”) or any statement, image, photograph, advertisement, or other Content that in our sole judgment could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status (“A Threat of Physical Harm”);
- A person that has publicly made a comment or statement, or otherwise publicly made known a position, including by membership in an organization as discussed above, that could be reasonably perceived as Hateful Content or A Threat of Physical Harm; or
- A person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content or A Threat of Physical Harm.
- Reporting Abuse
If you think anyone is violating any of these Terms, please notify us immediately.
- Compliance with Laws
You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You’re responsible for determining whether the Service is suitable for you to use in light of your obligations under any regulations like HIPAA, GLB, EU data privacy laws (including the General Data Protection Regulation) (“EU Data Privacy Laws”), United States export control laws and regulations and economic sanctions laws and regulations (“U.S. Export Control Laws and Regulations”), or other applicable laws. If you’re subject to regulations (like HIPAA) and you use the Service, then we won’t be liable if the Service doesn’t meet those requirements. You may not use the Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children’s Online Privacy Protection Act, or any other applicable laws.
If you collect any personal information pertaining to a minor and store such information within your IronUp account, you represent and warrant that you have obtained valid consent for such activities according to the applicable laws of the jurisdiction in which the minor lives.
- Export Controls
The software that supports the App (the “Software”) is subject to U.S. Export Control Laws and Regulations. Export laws are set up by the government to keep certain goods and services from reaching other countries, usually because of security concerns or trade agreements. None of the Software may be downloaded or otherwise exported or re-exported in violation of U.S. Export Control Laws and Regulations and any other applicable export laws and regulations (collectively, “Export Control Laws”). Therefore, you agree that you won’t, directly or indirectly through a third party, allow the Software or your Data to be accessed or generated from within, or distributed or sent to, any prohibited or embargoed country as mentioned in any Export Control Laws. In addition, you certify that neither you nor any principals, officers, directors, or any person or entity you know to be directly involved with the use of the Service is designated on any U.S. government list of prohibited or restricted persons.
It’s important to note that this section isn’t meant to provide a comprehensive summary of the Export Control Laws that govern IronUp, the Service, or the Software. You are using the Software at your own risk, and it’s your responsibility to consult with a legal advisor to make sure your use of the Service and the Software complies with applicable laws.
- Limitation of Liability
To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Service, including any downloads from the IronUp Site; (ii) we and our Team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages; and (iii) in any calendar month, our total liability to you arising under or in connection with the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Service the preceding month.
For the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.
- No Warranties
To the maximum extent permitted by law, we provide the Service as-is. This means that, except as expressly stated in these Terms, we don’t provide warranties, conditions, or undertakings of any kind in relation to the Service, either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, which are, to the fullest extent permitted by law, excluded from the Agreement. Since Members use the Service for a variety of reasons, we can’t guarantee that it will meet your specific needs.
You agree to indemnify and hold us and our Team harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. You also agree to indemnify and hold us harmless from any losses, including legal fees and expenses, that directly or indirectly result from (i) your Content, (ii) your use of the Service, (iii) your violation of any laws or regulations, (iv) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms, (v) any misrepresentations made by you, or (vi) a breach of any representations or warranties you’ve made to us.
- Equitable Relief
Your violation of these Terms may cause irreparable harm to us and our Team. Therefore, we have the right to seek injunctive relief or other equitable relief if you violate these Terms (meaning we may request a court order to stop you).
- Subpoena Fees
If we have to provide information in response to a subpoena, court order, or other legal, governmental, or regulatory inquiry related to your account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.
- Notice to U.S. Government End Users
The Software and IronUp Site, including all documentation, are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, and consist of “Commercial Computer Software” and “Commercial Computer Software Documentation.” The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. government end users:
- only as Commercial Items,
- with the same rights as all other end users, and
- according to the Terms
Published and unpublished rights are reserved under the copyright laws of the United States. The manufacturer is Subscribe Labs Inc, 2027 Ivy Ridge Rd SE, Smyrna, Georgia 30080.
You may not assign any of your rights under this Agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.
- Choice of Law
The State of Georgia’s laws, except for conflict of laws rules, will apply to any dispute related to the Agreement or the Service. You acknowledge and agree that any dispute related to the Agreement or the Service itself will be decided by the state or federal courts in Cobb County, Georgia, and each party consents to personal jurisdiction in those courts.
- Force Majeure
We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.
Even if this Agreement is terminated, the following sections will continue to apply: Proprietary Rights Owned by Us and by You, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability, and Entire Agreement.
If it turns out that a section of these Terms isn’t enforceable, then that section will be removed or edited as little as required, and the rest of the Agreement will still be valid.
If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.
- No Changes in Terms at Request of Member
Because we have so many Members, we can’t change these Terms for any one Member or group.
- Further Actions
You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.
- Notification of Security Incident
If we become aware of a security incident related to our systems or databases that contain personal information of you or your Data, we’ll notify you if required by law. In that event, we’ll also provide you with information about that incident so that you can evaluate the consequences to you and any legal or regulatory requirements that may apply to you, unless we’re prevented from doing so by legal, security or confidentiality obligations. Notifying you of a security incident or cooperating with you to respond to one will not be deemed an acknowledgement or assumption of any liability or fault of IronUp for such incident.
Any notice to you will be effective when we send it to the last email or physical address you gave us or when posted on our IronUp Site. Any notice to us will be effective when delivered to us.
- Entire Agreement
These Terms make up the entire agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings.