Terms & Conditions

The following “User License Agreement” governs your use of the software and services provided by Cyrus Creative Solutions Sdn. Bhd. (and its subsidiaries) (“IRALEX”). This is a legal agreement between you and IRALEX and incorporates the Privacy Policy at ira-lex.com and the attached Exhibits. By registering your use of the Service (as defined below), you are accepting to be bound to the terms of this User License Agreement.

1. Definitions

(a) “Administrator” shall mean a Subscriber with authority to designate additional Authorized Users and/or Administrators, and commit the Subscriber to additional services from IRALEX.

(b) “Agreement” shall mean this entire User License Agreement and incorporates by reference the Privacy Policy located at ira-lex.com/privacy.

(c) “Authorized User” shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.

(d) “Confidential Information” shall mean the Content and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine- readable form or through access to either party’s premises.

(e) “Content” shall mean any information you upload or post to the Service and any information provided by you to IRALEX in connection with the Service, including, without limitation, information about your Authorized Users or Registered Clients.

(f) “Primary Subscriber” shall mean the Subscriber who initiated the Services offered by IRALEX and is assumed by IRALEX to have the sole authority to administer the subscription.

(g) “Registered Client” means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client of an Authorized User.

(h) “Service” shall mean practice management software provided by IRALEX.

(i) “Subscriber” shall refer to the purchaser of the Services provided by IRALEX and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf.

(j) “Security Emergency” shall mean a violation by Subscriber of this Agreement that (a) could disrupt (i) IRALEX’s provision of the Service; (ii) the business of other subscribers to the Service; or (iii) the network or servers used to provide the Service; or (b) provides unauthorized third party access to the Service.

2. Limited License & Use of the Service

2.1 Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service.

2.2 IRALEX does not review or pre-screen the Content and IRALEX claims no intellectual property rights with respect to the Content.

2.3 Authorized Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without the express written permission from IRALEX.

2.4 Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, IRALEX, or any other software or service provided by IRALEX.

2.5 Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.

2.6 Authorized Users agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited bulk email “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.

2.7 Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with IRALEX.

2.8 Authorized Users who configure the Service to share or make available certain Content to the public, are deemed to acknowledge and agree that everyone will have access to the Content (“Public Content”). It is the responsibility of the Authorized User to determine if the Service being shared is appropriate for each Registered User. IRALEX reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates the terms of this Agreement, including, but not limited to, removal of such Public Content.

2.9 IRALEX reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that IRALEX shall provide Subscriber with 30-days notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification.

2.10 IRALEX reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days notice prior to any such suspension. Such notice shall be provided to you in advance through by way of notification within the Service, email or other notification method deemed appropriate by IRALEX. Further, IRALEX shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, IRALEX will use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension.

2.11 IRALEX stores all Content on redundant storage servers. The Subscriber may elect to, at a regular interval, replicate all Content associated with the subscription to a third party storage service (“Microsoft Azure”). The replicated Content (“Microsoft Azure Content”) will be held under the terms of a separate agreement exclusively between the Subscriber and Microsoft Azure. The Subscriber may also elect to replicate all Microsoft Azure Content associated with the subscription on its own storage device.

2.12 Subscriber grants to IRALEX a non-exclusive, royalty-free right during Subscriber’s use of the Service, to use the Confidential Information for the sole purpose of performing IRALEX’ obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for IRALEX to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 4.1.

2.13 IRALEX uses one code-base for all jurisdictions. The Subscriber is required, using settings available within the Service, to configure the Service for its own jurisdiction and to verify that the settings meet the Subscriber’s requirements.

3. Access to the Service

3.1 The Subscriber is only permitted to access and use the Service if he/she is an Authorized User or a Registered Client. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.

3.2 Each Authorized User will be provided with a unique identifier to access and use the Service (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.

3.3 The initial Administrator shall be the Primary Subscriber with authority to administer the subscription and designate additional Authorized Users and/or Administrators. Each subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User.

3.4 Administrators are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service.

3.5 As between IRALEX and the Subscriber, any Content uploaded or posted to the Service remains the property of the Subscriber. Upon Cancellation or Termination of Service as discussed in Section 10 below, IRALEX shall only be responsible for the return of Content directly to the Administrator or a designated Authorized User in the event that the Administrator is unable to be reached.

3.6 All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.

3.7 Authorized Users are permitted to access and use the Service using an Application Program Interface (“API”) subject to the following conditions:

(a) any use of the Service using an API, including use of an API through a third- party product that accesses and uses the Service, is governed by these Terms of Service;

(b) IRALEX shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if IRALEX has been advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Service via an API;

(c) Excessive use of the Service using an API may result in temporary or permanent suspension of access to the Service via an API. IRALEX, in its sole discretion, will determine excessive use of the Service via an API, and will make a reasonable attempt to warn the Authorized User prior to suspension; and

(d) IRALEX reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice.

4. Confidentiality

4.1 Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.

4.2 IRALEX and any third party vendors and hosting partners it utilizes to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under this Agreement; (b) in compliance with Section 6 of this Agreement, or (c) as otherwise authorized by you in writing.

5. Security and Access

5.1 IRALEX is responsible for providing a secure method of authentication and accessing its Service. IRALEX will provide mechanisms that:
(a) allow for user password management
(b) transmit passwords in a secure format
(c) protect passwords entered for purposes of gaining access to the Service by utilizing code that follows password management best practices.

5.2 The Subscriber will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service.

5.3 The Subscriber will implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly notify IRALEX upon suspicion that a username and password has been lost, stolen, compromised, or misused.

5.4 At all times, IRALEX, and any third party vendors and hosting partners it utilizes to provide the Service, will:

(a) use information security best practices for transmitting and storing your Content, adhering to industry standards;

(b) employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management;

(c) ensure its host facilities maintain industry standards for security and privacy; and

5.5 IRALEX shall report to Subscriber, with all relevant details (except those which could prejudice the security of data uploaded by other customers), any event that IRALEX reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”). IRALEX shall make such report within 72 hours after learning of the Security Breach.

5.6 In the event of a Security Breach, IRALEX shall (a) cooperate with Subscriber to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertake to protect the security and integrity of Content; and (d) use commercially reasonable endeavours to mitigate any harmful effect of the Security Breach..

6. Legal Compliance

6.1 IRALEX maintains that its primary duty is to protect the Content to the extent the law allows. IRALEX reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. If IRALEX is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then IRALEX will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, IRALEX may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.

7. Managed Backup and Archiving

7.1 IRALEX’s managed backup services must be designed to facilitate restoration of Content to the server or device from which the Content originated in the event the primary data is lost or corrupted. IRALEX shall ensure recovery of lost or corrupted Content at no cost to you. Following any cancellation or termination of Service for any reason, Subscriber shall have 60 days to retrieve any and all Content.

8. Payment, Refunds, and Subscription Changes

8.1 Subscribers with paid subscriptions will provide IRALEX with a valid credit card for payment of the applicable subscription fees.

8.2 Monthly Subscribers will be charged in advance each 30 days. Subscribers for a period of 3 months will be charged in advance for each 3-month period. Subscribers for a period of 6 months will be charged in advance for each 6-month period. Annual Subscribers will thereafter be charged annually on the anniversary date of the initial subscription charge. Subscribers for a 24 month period will be charged every 2 years on the anniversary date of the initial subscription charge. All charges are final and non-refundable. No subscription period will be active or valid unless the invoice for that subscription period, including any upgrade, has been paid in full.

8.3 Without limiting the generality of clause 8.2 above, no refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a Subscriber.

8.4 There are no charges for cancelling a subscription and paying subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle.

8.5 The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades, and including the addition or removal of discounts included for the purchase of suite services. Adding Authorized User subscriptions or subscription upgrades will trigger prorated charges in the current billing cycle. Subscriber authorizes IRALEX to apply updated charge amounts. Subscription changes, including downgrades, may result in loss of access to Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Service.

8.6 All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service.

8.7 Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If the Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, IRALEX receives an amount equal to the sum it would have received had no such deduction or withholding been made.

8.8 Overpayment. Where a Subscriber mistakenly overpays for any subscription period, IRALEX will refund the sum paid above the subscription price in question within 3 working days after the Subscriber writes to IRALEX at [email protected] attaching the relevant records of payment and any other supporting document that IRALEX may require.

9. Cancellation and Termination

9.1 Administrators are solely responsible for cancelling subscriptions. An Administrator may cancel their subscription at any time by sending an e-mail to [email protected] at least 14 days before the expiration of their subscription and clearly requesting the cancellation of their subscription. For security reasons, cancellations shall only be requested by an Administrator. Cancellations shall not be accepted by any other means.

9.2 IRALEX in its sole discretion has the right to suspend or discontinue providing the Service to any Subscriber without notice for actions that are (a) in material violation of this Agreement and (b) create a Security Emergency.

9.3 If (i) Authorized Users use the Service to materially violate this Agreement in a way that does not create a Security Emergency; (ii) IRALEX provides Subscriber with commercially reasonable notice of this violation; (iii) IRALEX uses commercially reasonable efforts to discuss and resolve the violation with Subscriber; and (iv) despite the foregoing, the violation is not resolved to IRALEX’s reasonable satisfaction within thirty (30) days of such notice, then IRALEX reserves the right to suspend access to the Service.

9.4 As required by Section 7 above (“Managed Backup and Archiving”), upon cancellation or termination of a subscription, Content is made available to the Administrator or a designated Authorized User. Following a period of no less than ninety (90) days from the cancellation or termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Service.

10. Limitation of Liability

10.1 Except in the case of a violation by IRALEX of its obligations under Section 4 above (“Confidentiality”), Section 5 above (“Security and Access”), and Section 7 above (“Managed Backup and Archiving”), and except as provided in Section 13.2 below (“Indemnification”), IRALEX shall not be liable for and Subscriber waives the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Services provided to Subscriber by IRALEX.

10.2 Subscriber agrees that the liability of IRALEX arising out of any claim in any way connected with the service will not exceed the total amount you have paid for the service pursuant to the agreement within the six month period before the date the claim arose. The Subscriber further agrees that IRALEX is not and will not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including without limitation, legal fees) relating to this agreement. these disclaimers apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, whether those damages are foreseeable and whether IRALEX has been advised of the possibility of those damages. These disclaimers are not applicable to the indemnification obligation set forth in section 13.2. Each provision of this agreement that provides for a limitation of liability, disclaimer of damages, or exclusion of damages is to allocate the risks of this agreement between the parties. This allocation is reflected in the pricing offered by IRALEX to subscriber and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable from and independent of all other provisions of this agreement.

10.3 The Subscriber will solely be responsible for any damage and/or loss of Content contained in the Subscriber’s technology which occurs as a result of Subscriber’s electronic equipment and/or the Subscriber’s computer system.

11. Disclaimer of Warranties

11.1 IRALEX hereby disclaims all warranties of any kind, whether express, implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement of third party rights with respect to any services provided by IRALEX. Nothing in this section 11.1 shall modify IRALEX’S obligation to indemnify the Subscriber as required by section 12.2(a) of this agreement (“Indemnification”).

11.2 IRALEX makes no warranty that its services when provided to the Subscriber in digital or electronic format will be compatible with Subscriber computer and/or other equipment, or that these Services will be secure or error free. Nor does IRALEX make any warranty as to any results that may be obtained from the use of the Service. Nothing in this Section 11.2 shall modify IRALEX’s obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”) or IRALEX’s obligation to indemnify you as required by Section 12.2(b) of this Agreement (“Indemnification”).

11.3 IRALEX hereby disclaims all warranties of any kind related to Subscriber’s hardware or software beyond the warranties provided by the manufacturer of Subscriber’s hardware or software.

12. Indemnification

12.1 The Subscriber hereby agrees to indemnify and hold harmless IRALEX from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ legal fees, which arise from or relate to the following:
a. Authorized Users’ breach of any obligation stated in this Agreement;, and
b. Authorized Users’ negligent acts or omissions.
IRALEX will provide prompt notice to Subscriber of any indemnifiable event or loss. The Subscriber shall undertake, at the Subscriber’s own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to IRALEX. IRALEX reserves the right to participate in the defense of the claim, suit, or proceeding, at IRALEX’ expense, with counsel of IRALEX’ choosing.

12.2 IRALEX shall defend, indemnify and hold Subscriber harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Subscriber by a third party alleging that the Service, or use of the Service as contemplated hereunder, infringes a copyright, a Malaysia patent issued as of the date of final execution of this Agreement, or a trademark of a third party or involves the misappropriation of any trade secret of a third party; provided, however, that the Subscriber:

(a) promptly gives written notice of the Claim to IRALEX (provided, however, that the failure to so notify shall not relieve IRALEX of its indemnification obligations unless IRALEX can show that it was materially prejudiced by such delay and then only to the extent of such prejudice);

(b) gives IRALEX sole control of the defense and settlement of the Claim (provided that IRALEX may not settle any Claim unless it unconditionally releases Subscriber of all liability); and

(c) provides to IRALEX, at IRALEX’s cost, all reasonable assistance. IRALEX shall not be required to indemnify Subscriber in the event of: (i) modification of the Service by Subscriber in conflict with Subscriber’s obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (ii) use of the Service in combination with any other product or service not provided by IRALEX to the extent that the infringement or misappropriation would not have occurred but for such use; or (iii) use of the Service in a manner not otherwise contemplated by this Agreement to the extent that the infringement or misappropriation would not have occurred but for such use; or

b. arising out of or related to a violation by Themis of its obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”).

13. Miscellaneous

13.1 Neither party may assign and/or novate in whole or in part any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.

13.2 No failure or delay by IRALEX in exercising any right or remedy provided under or pursuant to this User Licence Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.

13.3 The rights and remedies of IRALEX under or pursuant to this User Licence Agreement are cumulative, may be exercised as often as it considers appropriate and are in addition to its rights and remedies under general law or equity.

13.4 This Agreement shall exclusively be governed by and construed in all respects in accordance with the laws of Malaysia. In respect of any legal action or proceedings arising out of or in connection with this Agreement (“Proceedings”), the parties to this User Licence Agreement agree to irrevocably submit to the exclusive jurisdiction of the courts of Malaysia and each Party irrevocably waives and undertakes not to raise any objection to such Proceedings on the grounds of immunity or that the courts of Malaysia do not have jurisdiction over the parties and/or Proceedings. Additionally, the Parties hereby agree to be bound by such Proceedings and irrevocably waive and undertake not to raise any objection to such proceedings on the grounds of venue, or on the grounds that Proceedings have been brought in an inconvenient forum.