Terms & conditions

These Terms of Use (“TOU”) apply to your access and use of IAY's products, services, websites, and apps that you purchase or sign up for on IAY's websites and which are branded as “IAY” (collectively the “Service(s)”.

Additional “Service-Specific Terms” and “Country-Specific Terms” may apply. We refer to the Service-Specific Terms and Country-Specific Terms collectively as “Additional Terms” and the combination of these TOU and any applicable Additional Terms collectively as these “Terms.” To the extent any conflict exists, the Additional Terms prevail over these TOU with respect to the Services for which the Additional Terms apply.

You agree to these Terms by clicking to accept these Terms, executing a document that references them, or using the Services.

Our Customers

Our paid Services are built for, and intended for purchase and use by sole practitioners, entities and organizations for business and professional purposes, and are not intended for use by consumers for personal, family, or household use (with the exception of our IAY Basic (free) plan). When using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such cases, “you” and “your” will refer to that organization. If you are a consumer purchasing one of our paid Services primarily for non-business purposes, such as those primarily outside of a trade, business, association, craft, or profession (i.e., for personal, family, or household use), please confirm your consumer status in your account management page.

1. Fees and Payments

1.1 Fees for Services.

You agree to pay to IAY any fees for each Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Service at the time of your purchase and such fees may be updated from time to time in accordance with Section 1.4 below. Where applicable, you will be billed using the billing method you select through your account management page. If you have elected to pay the fees by credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify IAY of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.

1.2 Subscriptions

Some of our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page.

YOU MAY CANCEL AUTO-RENEWAL ON YOUR SUBSCRIPTION AT ANY TIME, IN WHICH CASE YOUR SUBSCRIPTION WILL CONTINUE UNTIL THE END OF THAT BILLING CYCLE BEFORE TERMINATING.

When you cancel your Subscription, you will be able to access the Service until the end of that billing cycle. Thereafter, you will no longer have access to the Service for that Subscription. Where you no longer have an active Subscription, your account becomes a IAY Basic (free) plan. To close your account and terminate your contract with us, please see below.

1.3 Taxes

Our prices listed do not include any taxes, levies, duties or similar governmental assessments of any nature such as value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) unless otherwise indicated or required by applicable law. You are responsible for paying Taxes associated with your purchase and keeping your billing information up to date.

(a) United States Sales Tax. If we have a legal obligation to pay or collect sales tax for which you are responsible, we will calculate the sales tax based upon the billing information we have about you and charge you that amount (which, if your billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless you timely provide us with a valid tax exemption certificate acceptable to the appropriate taxing authority.

To be timely, you must provide us with a tax exemption certificate before your initial purchase or upgrade, or, if you miss that mark, within 90 days after such purchase or upgrade, unless your billing information is in Alabama, Louisiana, Maine, Massachusetts, Pennsylvania, or South Carolina in which case within 60 days; or if in Hawaii, Mississippi, or New Mexico within 45 days.

If you provide us with a tax exemption certificate, you represent and warrant that it accurately reflects your tax status and that you will keep such document current and accurate.

If we have collected sales tax from you and subsequently determine in our sole discretion that your tax exemption certificate is valid, we will refund the sales tax collected based on applicable state tax laws.

(b) Non-United States Sales Tax. If applicable, we will charge you VAT, GST or any other sales, consumption or use taxes that arise in connection with your purchases of IAY Services unless you provide us with a tax identification number that entitles you to an exemption, a valid tax exemption certificate or other documentary proof issued by an appropriate taxing authority that tax should not be charged. If you are located in a jurisdiction with multiple sales, consumption or use taxes, we may charge you the highest prevailing rate if your billing information is incomplete or inaccurate.

If you are required by law to withhold any Taxes from your payments to IAY, you must provide IAY with an official tax receipt or other appropriate documentation to support such payments.

1.4 Price Changes.

IAY may change the fees charged to you for the Services at any time, provided that, for Subscriptions, the change will become effective only at the end of the then-current billing cycle of your Subscription. IAY will provide you with advance notice to review any change in fees. If you do not agree to the change in fees, you may cancel your Subscription before the change takes effect.

1.5 Response Overage Fees.

Each Subscription comes with a set limit of responses. If you exceed your paid Subscription response limit during a billing cycle, there is an additional charge per response (“Overage Fees”). For terms governing response limits for our Basic (Free) accounts see below.

You agree that unused responses do not rollover. Unless otherwise stated, any Overage Fees incurred by you will be billed in arrears, charged to your payment method on file at the start of your next billing cycle. Overage Fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay Overage Fees when due may result in the applicable Service being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service subject to applicable law.

2. Privacy

2.1 Privacy

We know that by giving us your Content (as defined below), you are trusting us to treat it appropriately. IAY's Privacy Notice, together with any Service-specific privacy notices or statements (collectively, “IAY privacy notices”), detail how we treat your Content (as defined below) that is considered Personal Data (as defined in our Data Processing Agreement) and we agree to adhere to those IAY privacy notices. You in turn agree that IAY may use and share your Content in accordance with the IAY privacy notices and applicable Data Protection Legislation. You also agree that you are responsible for notifying your respondents, end users, and guests about the IAY privacy notices. Our Data Processing Agreement also apply to and are supplemental to these Terms. Where there is a conflict between the Data Processing Agreement and these Terms, the Data Processing Agreement will prevail except with respect to Exclusion and Limitation of Liability where these Terms will prevail.

2.2 Confidentiality.

IAY will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including the IAY privacy notices). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by IAY); (b) was lawfully known to IAY before receiving it from you; (c) is received by IAY from a Third-Party without knowledge of breach of any obligation owed to you; or (d) was independently developed by IAY without reference to your Content. IAY may disclose your Content when required by law or legal process, but only after IAY, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.

2.3 Security.

IAY will store and process your Content in a manner consistent with industry security standards. IAY has implemented appropriate technical, organizational, and administrative systems, policies, and procedures.

If IAY becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, Personal Data, as that term is defined in our Data processing Agreement, related to your account (“Security Incident”), IAY will take reasonable steps to notify you without undue delay. Such notification shall not be interpreted or construed as an admission of fault or liability by IAY.

A Security Incident does not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems. IAY will also reasonably cooperate with you with respect to any investigations relating to a Security Incident, any required notices, and providing information reasonably requested by you and available to us in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by IAY.

3. Your Content

3.1 You Retain Ownership of Your Content.

In the course of using the Services, you may submit content to IAY (including your Personal Data and the Personal Data of others) or third parties may submit content to you through the Services (all of the above will be referred to as your “Content”). You retain ownership of all of your intellectual property rights in your Content. IAY does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited license described in these Terms.

3.2 Limited License to Your Content.

You grant IAY a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing and improving the Services and as permitted by the IAY privacy notices. Where permitted under applicable law, this license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of IAY's business (subject to our retention policies). This license also extends to any trusted third parties we work with to the extent necessary to provide and improve the Services.

3.3 Representations and Warranties.

You represent and warrant that: (a) you own or control the appropriate rights in and to your Content, including any intellectual property owned by third parties; and (b) you will not submit, upload, or otherwise make available via the Services, any Content or materials that are in breach of our Acceptable Uses Policy.

3.4 Responsibility for Your Content.

The Services may display content not owned by IAY but by others. The entity that makes such content available is responsible for it. IAY does not represent or warrant that it has reviewed such third-party content and/or the accuracy of the information contained in such content. You are responsible for your Content, and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. IAY is not responsible for any actions you take with respect to your Content, including sharing it publicly. Subject to applicable law, IAY is not liable for your Content, any other third-party content or materials, or any loss or damage resulting from your use of, or reliance on, such Content or other third-party content or materials.

You acknowledge and agree that, to ensure compliance with legal obligations and IAY's Acceptable Uses Policy, IAY may review Content you submit to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also, in accordance with applicable law, modify, prevent access to, delete, or refuse to display your Content that we believe violates the law or these Terms.

4. IP Claims

4.1 DMCA Notices or Equivalents.

IAY responds to notices of alleged copyright infringement in accordance with the U.S. Digital Millennium Copyright Act (DMCA) or equivalent applicable laws and regulations. If you believe that your work has been exploited in a way that constitutes copyright infringement, you may notify us.

4.2 Other IP Claims.

If you believe a IAY user is infringing upon your intellectual property rights, you may report it to us. Claims of copyright infringement should follow the process outlined in these Terms, or any equivalent process available under local law.

5. IAY IP

Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content). These Terms do not grant you any right to use IAY's trademarks or other brand elements.

If you submit any feedback or suggestions to us regarding our Services, we may use and share them for any purpose without any compensation or obligation to you.

6. Third-Party Resources and Services

IAY may publish links in its Services to internet websites maintained by third parties. IAY does not represent that it has reviewed such third-party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.

IAY may provide you with access to, or enable Third-Party software, applications, products, services or website links (collectively, “Third-Party Services”) for your consideration or use, including via the Service and IAY’s website. Your purchase, access or use of any such Third-Party Services is solely between you and the applicable Third-Party Services provider (“Third-Party Provider”). In addition to these TOU, you agree to be bound by any additional terms and conditions applicable to services you purchase from, or that are provided by, Third-Party Providers. If you install or enable a Third-Party Service for use with the Service, you grant us permission to allow the applicable Third-Party Provider to access your Content and to take actions as required for the interoperation of the Third-Party Service with the Service, and any exchange of your Content or other interaction between you and the Third-Party Provider is solely between you and such Third-Party Provider. We do not provide any warranties or make representations to you with respect to Third-Party Services. Any use by you of Third-Party Services offered through the Service or IAY’s website is entirely at your own risk and discretion, and the security of your Content is your responsibility. You are responsible for reading the terms and conditions and/or privacy policies applicable to such Third-Party Services before using them and ensuring such Third-Party Services meet your requirements or any legal or other requirements you may be subject to. You acknowledge that IAY has no control over Third-Party Services and will not be responsible or liable to you or anyone else for such Third-Party Services, or for any transaction you may enter into with Third Party, or for what the Third-Party Services do. IAY does not guarantee the availability of Third-Party Services, and you acknowledge that IAY may disable access to any Third-Party Services at any time, in its sole discretion and without notice to you. IAY is not responsible or liable for the discontinuation or suspension of access to, or disablement of, any Third-Party Service.

7. Account Management

7.1 Keep Your Password Secure.

If you have been issued an account by IAY in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not IAY, are responsible for any activity occurring in your account (other than activity that IAY is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify IAY immediately.

7.2 Keep Your Email and Account Details Accurate.

IAY occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. You warrant the accuracy of your account details.

7.3 Remember to Backup.

You are responsible for maintaining, protecting, and making backups of your Content. To the maximum extent permitted by applicable law, IAY will not be liable for any failure to store, or for loss or corruption of, your Content.

7.4 Account Inactivity.

IAY may close your account and delete any Content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. Where appropriate, we will attempt to warn you by email before closing your account due to inactivity to provide you with an opportunity to log in to your account so that it remains active.

8. User Requirements

8.1 Legal Status.

If you are an individual, you may only use the Services if you have the power to form a contract with IAY. If you do not have the power to form a contract, you may not use the Services. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms.

8.2 Minors.

“Minors” are individuals under the age of 16 (or under a higher age as provided in certain countries and territories). None of the Services are intended for use by Minors. If you are a Minor in your place of residence, you may not use the Services. By using the Services, you represent and warrant that you are not a Minor.

8.3 Export Control.

You may only use the Services if you are not prohibited under any applicable laws from doing so. If you are located in a country prohibited by U.S. trade controls or trade controls of another applicable jurisdiction from receiving the Services, or you are on a list of prohibited or restricted parties, including as examples, the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List, or the U.S. Treasury Department’s list of Specially Designated Nationals or similar lists in other applicable jurisdictions, you are not permitted to use and/or purchase any Services from IAY. You will ensure that: (a) your end users do not use the Services in violation of any U.S. export restriction or trade or economic sanction or similar laws of other applicable jurisdictions; and (b) you do not provide access to the Services (including as respondents) to persons or entities on any of the above lists. You may not use the Services in Cuba, North Korea, Iran, Sudan, Syria, Russia, Belarus, and prohibited regions of Ukraine (currently including Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhya).

8.4 Compliance with Laws.

You warrant and undertake that you will at no time use or avail (or permit the use) of IAY's services, solutions, facilities, tools, software, or assistance under this Agreement in a manner: (i) which is a breach of laws or regulations applicable to you or IAY, or (ii) which would require IAY to comply with any laws and/or regulations other than those listed in the definition of Data Protection Legislation in the Data Processing Agreement or otherwise specified in these terms.

9. Acceptable Uses Policy

You agree to comply with the Acceptable Use Policy.

10. Suspension, Account Closure, and Termination of Services

10.1 By You.

You can cancel your Subscription and/or close your account at any time through your account management page. When you close your account, your Subscription will automatically be cancelled, your Services will be terminated, and you will no longer be able to access your account to use the Services and your Content will be deleted in accordance with our data retention policy and these TOU. You can obtain a copy of your Content, subject to applicable law and policies. Alternatively, you can delete your Content yourself proactively prior to cancelling a Subscription and closing your account.

When you close your account, we will provide you with confirmation of account closure and Subscription cancellation, and you will not be charged again for that Subscription unless you open a new account and purchase a new Subscription. If you cancel a Subscription in the middle of a billing cycle, you will not receive a refund unless you are canceling for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; (b) a refund is required by law; or (c) we, in our sole discretion, determine a refund is appropriate. For clarity, we will not grant a refund where you have used our Services, collected responses, and/or downloaded your responses unless the termination is due to our material, uncured breach or a refund is required by law.

Nothing in this Section 10.1 shall exclude or limit any rights which you may have if you are considered a consumer in your country of residence.

10.2 By IAY.

(a) For Convenience. IAY may cancel your Subscription and terminate the Services effective at the end of a billing cycle by providing at least 30 days’ prior written notice to you without refund for any prior period. Additionally, IAY may cancel your Subscription and terminate the Services at any time during the billing cycle by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use the relevant Service(s) in that billing cycle.

(b) For Cause. IAY may limit, disable, suspend and/or cancel your Subscription and terminate the Services and/or close your account for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after IAY has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; (c) you fail to pay fees for 10 days past the due date; (d) you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services; (e) if we are investigating suspected misconduct by you, including illegal activity; or (f) we are required to do so to comply with applicable law. If we limit, disable, suspend and/or cancel your Subscription and/or terminate the Services, depending upon the reason, we will, where possible, endeavor to give you advance notice and an opportunity to obtain a copy of your Content from that Service. However, there may be time sensitive situations where IAY may decide that we need to take immediate action without notice. IAY will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Except as may be required under applicable law, IAY has no obligation to retain your Content upon closure of your account.

11. Changes and Updates

11.1 Changes to Terms.

IAY may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality, for security or to prevent abuse or harm. The most current version will always be posted on the IAY website. If an amendment is material, IAY will notify you in advance by email to provide you the opportunity to review the changes. Notice of amendments may also be posted upon your login to your account. Except as otherwise specified by us, changes will be effective no sooner than the day they are publicly posted. Once our new terms are effective, if you continue to use the Services, you indicate your agreement to be bound by the updated terms. If you do not agree to any changes made to the terms for a Service, you should stop using that Service and you may close your account with us.

11.2 Changes to Services.

IAY constantly changes and improves the Services. IAY may add, alter, or remove functionality from a Service it provides to you at any time without prior notice, except as may be required by applicable law. IAY may also limit, suspend, or discontinue a Service provided to you at its discretion. If IAY discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to obtain a copy of your Content from that Service. IAY may remove content from the Services it provides you at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.

11.3 Downgrades.

Downgrading your account plan (changing your Subscription type, or cancelling a Subscription and downgrading to our IAY Basic (free) plan may cause the loss of Content, features, functionality, or capacity of your account. You will also no longer be able to see any responses over our IAY Basic (free) plan response limits (see further below). This is applicable to all responses even those you have already collected under your paid plan.

11.4 IAY Basic (Free) Plan Response Limits.

Any responses over your IAY Basic (free) plan's response limits will not be viewable, and each response over the limit will be deleted in accordance with our retention policies and your selection, unless you upgrade to a IAY paid plan to view and keep access to all responses before they are deleted. We will notify you in advance prior to deletion. You can view the surveys which have extra responses over your plan's response limit in your homepage and can seek to view and keep those additional responses at any time prior to deletion by upgrading to a paid plan.

12. Disclaimers, Limitations of Liability, and Indemnification

12.1 Disclaimers.

While it is in IAY's interest to provide you with a great experience when using the Services, there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANY GUIDANCE OR RECOMMENDATIONS THEREIN ARE PROVIDED “AS IS” AND IAY DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.

12.2 Exclusion of Certain Liability.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IAY (INCLUDING ITS AFFILIATES AND ITS AND THEIR OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS) WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF IAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.3 Limitation of Liability.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF IAY (INCLUDING ITS AFFILIATES AND ITS AND THEIR OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY YOU TO IAY FOR USE OF THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) US$200.00.

IN COUNTRIES WHERE THE ABOVE TYPES OF EXCLUSIONS (SECTION 12.2) AND/OR LIMITATIONS (SECTION 12.3) ARE NOT PERMITTED BY LAW, WE ARE RESPONSIBLE TO YOU ONLY FOR YOUR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE ALL REASONABLE SKILL AND CARE OR THAT DIRECTLY RESULT FROM A MATERIAL BREACH OF THESE TERMS.

While our Services are meant for business purposes, we acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer using our Services primarily for non-business purposes (such as personal use of our IAY Basic (free) plan), nothing in these Terms limits those consumer rights.

12.4 Indemnification.

If you are a business, you will indemnify and hold harmless IAY (including its affiliates and its and their officers, agents, and employees) from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a Third-Party claim regarding or in connection with your or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.

13. Contracting Entity

13.1 Who you are contracting with.

Unless otherwise noted, the Services are provided by, and you are contracting with, IAY Inc. inside of the United States, and by IAY Europe UC everywhere else.

13.2 IAY Inc.

For any Service provided by IAY Inc., the following provisions will apply to any terms governing that Service:

Contracting Entity. References to “IAY”, “we”, “us”, and “our” are references to IAY Inc.,

Governing Law. Those terms are governed by the laws of the State of Delaware (without regard to its conflict of laws provisions).

Jurisdiction. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the state courts and federal courts located in Delaware with respect to the subject matter of those terms.

13.3 IAY Europe UC.

For any Service provided by IAY Europe UC, the following provisions will apply to any terms governing that Service:

Contracting Entity. References to “IAY”, “we”, “us”, and “our” are references to IAY Europe UC,

Governing Law. Those terms are governed by the laws of Ireland (without regard to its conflicts of laws provisions).

Jurisdiction. Except if prohibited by applicable law, in relation to any legal action or proceedings to enforce those terms or arising out of or in connection with those terms, each party irrevocably submits to the exclusive jurisdiction of the courts of Ireland.

14. Other Terms

You may not transfer these obligations to someone else without our permission. However, we can transfer these terms or our obligations without your permission.

14.1 Assignment.

You may not assign these Terms without IAY's prior written consent, which may be withheld in IAY's sole discretion. IAY may assign these Terms at any time without notice to you.

14.2 Customer Lists.

IAY may identify you by name and logo as a customer of the Services on our websites and on other promotional materials. Any goodwill arising from the use of your name and logo will inure to your benefit.

14.3 Entire Agreement.

These Terms (including the Additional Terms) constitute the entire agreement between you and IAY, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you, or in your procurement, invoicing, or vendor onboarding portal do not apply to the Services, do not override or form a part of these Terms, and are void.

14.4 Independent Contractors.

The relationship between you and IAY is that of independent contractors, and not legal partners, employees, or agents of each other.

14.5 Language.

These Terms are prepared and written in English. To the extent that any translated version conflicts with the English version, the English version controls, except where prohibited by applicable law.

14.6 No Waiver.

A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.

14.7 Severability.

If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.

14.8 Third-Party Beneficiaries.

There are no Third-Party beneficiaries to these Terms.