Customer Terms
June 2025 | V2.2.0
These Terms of Service (hereinafter the “Terms”) constitute a legally binding agreement between you (“Customer”, “you”, or “your”) and Iron Network UAB, a company incorporated under the laws of Lithuania, with its registered office at Upės str. 23, 08128 Vilnius, Lithuania, and company registration code 307039012, hereinafter (“Iron”, “we”, “us” or “our”).
By clicking “Accept terms” or by accessing or using the Services (as defined herein), you acknowledge and agree to be bound by these Terms and any documents or terms incorporated by reference into these Terms, including but not limited to our Privacy Policy. If you do not agree to these Terms or our Privacy Policy, you must refrain from accessing or using the Services. Our Privacy Policy explains how we collect and use any personal information that identifies you and that you share with us.
If you reside in the United States or Canada, then you agree that you have read, understand, and accept the Iron Arbitration Agreement in Appendix 1 of these Terms.
By agreeing to the Iron Arbitration Agreement, you and we agree to resolve any disputes we may have with each other via binding arbitration or in small claims court (instead of a court of general jurisdiction), and you agree to do so as an individual (instead of as a member of a class in a class action). To the extent that the law allows, you also waive your right to a trial by jury. For more information, see the section in these Terms entitled “Dispute Resolution, Arbitration Agreement, Class Action Waiver, and Jury Trial Waiver.”
It is also important that you review the “Limitation of Liabilities” and “Disclaimer of Warranties” sections of these Terms.
You may access Iron and the Services through Iron’s website, application, widget, or similar means, your Partner’s integration with the Iron API including the MoonPay website, application, widget, or similar means, and MoonPay may act as a Partner (as defined herein) with respect to Iron and its Services. Please note, however, that these Terms are separate and distinct from, and do not replace or modify, the terms of use associated with any MoonPay products and services that are offered by one or more MoonPay entities worldwide. Your use of any MoonPay services is subject to the terms of use established by MoonPay through its respective entities. When you use MoonPay products or services, you may agree to separate terms with the specific MoonPay entity/ies involved. If you reside in the U.S., MoonPay USA LLC may provide you services that enable you to swap one digital asset for another digital asset, and the MoonPay USA terms shall govern such swap services. We encourage you to review the applicable terms of use provided by MoonPay before using its products and services.
SUMMARY
These Terms govern your access to and use of the Services.
Your use of the Iron Services constitutes your acceptance of these Terms and any integrated documentation, links, and Third Party Terms contained within these Terms.
Definitions
For the purposes of these Terms, the following definitions apply:
“Confidential Information” refers to any non-public information, whether in written, electronic, or verbal form, disclosed by one party to the other party in connection with the Services. This includes, but is not limited to:
Customer or business information, including account details (e.g., wallet or bank account information);
Financial, technical, operational, or business data related to the Services;
API access credentials and integration details;
Product designs, product plans, software and technology, financial information, marketing plans, business opportunities, pricing information, discounts, inventions, and know-how, to the extent disclosed to you in connection with your use of the Services; and
Any other information marked or identified as confidential or reasonably understood to be confidential based on its nature or the circumstances of disclosure.
“Customer” refers to any end-user (either a natural or legal person) of the Partner who accesses, uses, or interacts with the Services provided by the Partner through integration with Iron, or the Partner itself when directly accessing and using the Services for its own purposes.
“Iron Fee” means the fee(s) charged by Iron.
"Iron Services" means the products and services provided by Iron as described in clause 4.1 of these Terms.
“Iron Treasury Account” refers to one or more of Iron’s proprietary liquidity named accounts, consisting entirely of Iron’s own funds.
“Fees” means the charges applied to the setup of each conversion rule, including “Iron Fees”, “Partner Fees”, and any applicable settlement costs
“Partner” refers to the intermediary that connects the Customer to Iron, facilitating access to the Services on behalf of its customers, including end-users. A Partner may also act as a Customer, provided it fulfills the necessary eligibility and compliance requirements applicable.
“Partner Fee” means the fee(s) charged by the Partner.
“Prohibited Jurisdiction” refers to any countries or territories identified by Iron, where the provision of Services is prohibited due to legal, regulatory, or operational reasons
“Services” refers to the combined offerings provided under these Terms: (i) the Iron Services; and (ii) ancillary services provided by the Third Party Providers, which together enable the full suite of functionalities of the Iron Services.
“Successor Provider” means any current or future affiliate or regulated service provider identified and authorized by Iron to assume the provision of Services under these Terms in the event that Iron or its existing providers are unable, for regulatory, operational, or other lawful reasons, to continue delivering such Services.
“Third Party Providers” refers to the external entities listed at https://iron.xyz/provider-terms, which may be updated from time to time, and those entities’ service providers, affiliates, and/or payment service providers (“PSPs”) that support the Iron Services.
“Third Party Terms” means the terms and conditions of Third Party Providers integrated into the Services, which are available at https://iron.xyz/provider-terms and are accepted by you when accepting these Terms.
Acceptance of Terms
By using the Services, you represent and warrant that you have read, understood, and agree to these Terms, those incorporated herein by reference, including but not limited to our Privacy Policy.
By accepting these Terms, you become a customer of Iron for the purposes of the services described herein, even if you are accessing Iron Services via a Partner’s platform.
By accepting these Terms, you consent to Iron and Partners sharing your personal data, including know-your-customer (“KYC”) information, between one another for the sole purposes of onboarding you as a customer and providing Services to you. You understand that Iron may rely on a Partner’s verification of your data where permitted under applicable AML laws.
If you are accessing the Services on behalf of an organization, you represent and warrant that you are duly authorized to bind that organization to these Terms.
Certain aspects of the Services may involve services provided by Third Party Providers to support our service delivery, including licensed and regulated payment service providers, custody providers, or compliance tools. You consent to the involvement of such Third Party Providers and affiliates, as outlined in these Terms.
To this end, you authorize us and consent to us sharing your necessary data (e.g., personal identifiers, transaction data, and compliance-related information) with affiliates and Third Party Providers solely to the extent required to deliver the Services and in compliance with our Privacy Policy.
Certain aspects of the Services may require acceptance and/or knowledge of additional terms or agreements (“Third Party Terms”), particularly those provided by Third Party Providers , as a prerequisite for using the Services. The terms and conditions of these Third Party Providers are hereby incorporated by reference into these Terms. Where only awareness of the terms of a Third Party Provider is required, you agree to comply with those terms in good faith. For the avoidance of doubt, by accepting these Terms, clicking “Agree,”, “Consent”, or similar language, or otherwise using the Services, you explicitly confirm that you have reviewed, agree, and consent to be bound not only by the these Terms, but also by the applicable Third Party Terms, which are accessible at: https://iron.xyz/provider-terms. If you reside in the U.S., MoonPay USA LLC may provide you services that enable you to swap one digital asset for another digital asset, and the MoonPay USA terms shall govern such swap services
The list of applicable Third Party Terms may change from time to time as we update or replace our service providers. It is your responsibility to periodically review this list for updates.
Iron reserves the right to amend or modify these Terms at its sole discretion. You will be notified within 30 days of significant changes. Continued use of the Services after such notice constitutes acceptance of the amended and/or modified Terms. If you have questions about these Terms or the Services, please contact us at contact@iron.xyz.
We reserve the right, in our sole discretion, to discontinue the Services, or to terminate these Terms with immediate effect. We will provide you with notice of any such termination or change as required by law.
You will have the right to terminate these Terms with immediate effect by providing a written notice to legal@iron.xyz.
Upon termination of these Terms, any Third Party Terms and any related rights to access or use services provided by Third Party Providers under these Terms will also terminate immediately, unless otherwise required by law or as expressly stated in those Third Party Terms.
Termination will not affect any rights or obligations accrued prior to the effective date of termination. Any provisions which, by their nature, are intended to survive termination shall remain in effect.
Eligibility
To access and use the Services, you must meet and continue to meet the following eligibility requirements:
Whether you are acting as an individual or authorized representative on behalf of an organization, you represent and warrant that you;
are of legal age to form a binding contract (at least 18 years old) and have full power, capacity and authority to enter into legally binding contracts;
have not previously been suspended or removed from using the Services;
have full power, capacity and authority to enter into these Terms and in doing so will not violate any other agreement to which you are a party;
are not in non-compliance with these Terms or the terms referenced to herein including but not limited to our Privacy Policy;
are not located in, under the control of, or a citizen, national or resident of any of the Prohibited Jurisdictions;
are not on any trade or economic sanctions list, such as a UN Security Council Sanctions list, the Office of Foreign Assets Control (OFAC) list of the EU Consolidated list of persons, groups and entities subject to EU financial sanctions, or are in breach of applicable law; and
will not use the Services if any applicable laws in your country prohibit you from doing so.
We reserve the right to determine and change the jurisdictions where the Services are available and may restrict or deny Services to Customers or to Partners located in certain jurisdictions at our sole discretion.
Partners who also act as Customers may be required to undergo additional compliance verification, including KYC and/or know-your-business (“KYB”) checks, to ensure compliance with applicable regulations.
You may not use the Services for unlawful or prohibited purposes, including but not limited to fraud, money laundering, or prohibited activities.
You must undergo and successfully complete onboarding (including KYC/KYB and other due diligence measures) before accessing and using the Services. Depending on the transaction type, KYC/KYB may be conducted by Iron or a Third Party Provider. This includes verifying your identity (or, if you are a business, verifying your company and its representatives), screening against sanctions lists, providing your proof of address and in certain cases providing additional information - such as how you plan to use the Services, what is your expected transactions volume, and where your funds come from.
You acknowledge that you are subject to AML requirements and may be requested to provide updated KYC/KYB information periodically and as requested. Failure to do so may result in the suspension of your access and use of the Services.
By submitting information for onboarding, you warrant that all information provided is accurate, complete, and up to date. We reserve the right to review your eligibility at any time. You shall cooperate with such reviews and provide any requested information promptly. Failure to meet eligibility requirements may result in suspension or termination of access to the Services.
You agree to promptly inform us of any changes to the information provided during the KYC/KYB process, including but not limited to changes in ownership, management, control, or any other material information that may affect your identity or business operations. You shall notify us of such changes within ten
(10) days of the change occurring. Failure to comply with this obligation may result in the suspension or termination of the Services and may be considered a material breach of the terms. You shall submit such notice to compliance@iron.xyz.
You permit us to transmit, disclose, and share your KYB and KYC data with any affiliates and Third Party Providers insofar as such data sharing shall be strictly limited to the purpose of enabling, facilitating, or delivering the Services contemplated under these Terms and/or required by law.
You agree that the account(s) you use to access and transact through Iron Services, including but not limited to linked bank accounts and virtual asset wallets, are registered in your name and under your direct control. Iron or Third Party Providers may request supporting documents at their discretion.
If Iron determines that an account, wallet address, or payment instrument does not belong to you or mismatches your verified identity, it may restrict, suspend, or terminate your access to the Services; block related transactions; request ownership verification; and report discrepancies to authorities if required. Iron will notify you or an applicable Partner and allow five (5) business days to submit proof of ownership. During this period, Iron may temporarily suspend affected accounts. Failure to provide proof may result in permanent suspension of Iron Services, return of funds to the original source if feasible, and additional compliance measures as required by law.
Nature, Fees, and Risks of Services Provided by Iron
Iron provides the following Services to you;
The ability to exchange certain virtual assets for other virtual or fiat assets.
The movement of virtual assets from one account or address to another.
As an alternative to the arrangement described in clause 4.1.1 and 4.1.2, Iron may provide software services to you only, and the services specified in clause 4.1.1 and 4.1.2 may instead be provided by a Third Party Provider. If this applies, this will be specified in the list of applicable Third Party Terms, which is accessible at: https://iron.xyz/provider-terms.
Iron does not provide regulated payment services under Directive (EU) 2015/2366 (Payment Services Directive 2, "PSD2"). Any payment-related services or other regulated services for which Iron does not hold the required authorisation, accessible via the use of the Services are provided solely by regulated and licensed Third Party Providers. These entities, not Iron, are responsible for executing transactions that qualify as regulated payment or other services under applicable regulations. A list of Third Party Providers integrated into the Services is available at https://iron.xyz/provider-terms. Partners acknowledge that their access to such services may require direct onboarding with these providers.
The Services operate through a system that facilitates the conversion of funds or virtual assets based on a configured conversion rule (‘autoramp’), as specified on the applicable Partner’s platform.
The Services partially rely on blockchains and third-party stablecoin issuers over which Iron has no control. Blockchains are decentralized and utilize open-source software that can be used, modified, or forked by anyone. Iron cannot guarantee the functionality, security, or uninterrupted availability of blockchains or the stablecoins supported by these blockchains. Blockchains are subject to changes in operating rules, such as Forks, which may result in duplicate versions of assets ("Forked Assets") or blockchains ("Forked Networks"). You agree and understand that we may choose, in our sole discretion, not to support a Forked Network and/or Forked Assets and that you have no right, claim, entitlement, or other privilege to any unsupportedForked Assets. Issuers of stablecoins often do not support Forked Assets, and such assets may become non-functional or worthless. We do not have any control over the underlying code or functionality of the stablecoins we support and you use the Services at your own risk.
Iron makes no guarantees regarding the availability, liquidity, or successful execution of transactions involving virtual assets, stablecoins, or fiat conversions. If a transaction cannot be completed due to liquidity constraints, regulatory restrictions, or market volatility, Iron may cancel the transaction without assuming liability.
Using and trading stablecoins involves several risks that you should fully understand before using the Services. Stablecoins are not considered legal tender in many jurisdictions and rely on a variety of factors, including the reputation of their issuers, the stability of the blockchains on which they are issued, and, if applicable, the regulatory framework governing them. These factors can affect their value, stability, and liquidity, potentially resulting in a loss of value or the inability to redeem stablecoins for fiat currency. Stablecoins are also subject to cybersecurity risks, including hacking vulnerabilities and the possibility of blockchain immutability failures. Any cybersecurity breach may lead to an immediate and irreversible loss of stablecoins. The evolving regulatory environment introduces additional risks, as issuers may face operational challenges or insufficient oversight, leading to a failure to back their stablecoins with sufficient reserves. Furthermore, the loss or theft of the private key required to access and transfer stablecoins can result in permanent and unrecoverable loss. In our good faith attempt to minimize some of these risks, Iron exclusively partners with regulated stablecoin issuers who meet strict compliance and reserve requirements, ensuring that the stablecoins supported through the Services adhere to high standards of reliability. It should be noted, you use the Services at your own risk.
By using the Services, you acknowledge and agree that each transaction will incur fees (“Fees”) comprising (i) a fee charged by us ("Iron Fee"), (ii) a fee charged by our partners ("Partner Fee"), and (iii) any applicable settlement costs. You understand that transactions are executed at the prevailing market rate at the time of execution, which may fluctuate due to factors beyond our control, including but not limited to market volatility and liquidity conditions. While we make every effort to secure a competitive market rate for your transactions, we do not guarantee a specific rate or outcome. By using the Services, you expressly consent to the Fees and accept that the market rate applied to your transactions will depend on conditions in effect at the time of execution. You further acknowledge that market fluctuations may affect transaction rates and agree that the pricing applied represents the most favorable rate reasonably obtainable under the prevailing circumstances. If a Partner also uses Iron Services as a Customer, it shall remain subject to the fees and pricing structure agreed upon in the applicable Order Form.
Iron reserves the right to update its fees at any time. Continued use of the Services after a fee update constitutes acceptance of the updated fees.
Taxes
You are solely responsible for determining, reporting, and remitting any applicable taxes to the relevant tax authorities in connection with their use of the Services. We assume no responsibility or liability for your tax obligations, except as explicitly required by applicable law.
Transactions
You authorize us to share relevant Personal Data and transaction details with any affiliates or Third Party Providers as necessary for the purpose of fulfilling our instructed obligations.
When you use a conversion rule through an applicable Partner integration and instruct a payment, either for an on-ramp or off-ramp, or a swap the funds you deposit will be held for no longer than 24 hours in a designated account with a Third Party Provider before any settlement occurs. These funds are not accessed by Iron, and Iron does not act as a custodian of these funds. Settlement of your conversion rule is executed separately and exclusively through the Iron Treasury Accounts using Iron’s proprietary capital.
When you use a conversion rule through an applicable Partner integration and instruct a payment, either for an on-ramp or off-ramp, or a swap, you may be required to send digital assets to a wallet address provided by Iron from a self-custody wallet that you own and control. You are solely responsible for initiating and verifying the accuracy of such transfers, including confirming the correct wallet address, blockchain network, and asset type. Iron does not hold digital assets on your behalf, and you retain all associated risks until the transaction is fully and successfully completed. Any risk of loss, delay, network error, or misdirected transfer remains with you until such confirmation occurs. You are likewise responsible for ensuring that any fiat funds sent in connection with the Services are transferred using the correct payment details and originate from an account in your name. Iron is not responsible for the recovery of funds transferred incorrectly or in violation of these Terms.
You are solely responsible for all activity conducted through your account. If any fraudulent, unauthorized, or illegal activity is detected, you will be fully liable for resulting losses, fees, and regulatory consequences. Iron reserves the right to recover any incurred damages, including legal costs, from you.
In some cases, Iron may work with licensed third-party escrow or payment service providers to temporarily hold fiat funds during the replenishment phase of a transaction. These funds may be collected after Iron has already completed settlement to the intended third-party recipient using its own capital.
When you initiate a transaction intended to result in the transfer of fiat funds or cryptocurrency to a third-party payee, Iron may, at its sole discretion, provide short-term operational liquidity from the Iron Treasury Accounts to facilitate settlement of third-party transactions initiated by you. These transactions do not involve the use of your funds before receiving reimbursement from you.
Iron reserves the right to delay, reject, or limit any transaction at its sole discretion based on available liquidity, transaction volume, regulatory risk, or compliance considerations.
Redundancy Framework
Iron has implemented a redundancy framework designed to safeguard the continuity of the Iron Services. If at any time regulatory or operational developments impact Iron’s ability to deliver the Iron Services directly, Iron has the right to transfer the agreement and all rights and obligations to a Successor Provider, as defined under these Terms. If so required due to applicable law, we will discuss any amendments with applicable Partners in good faith.
In the event of 7.1 above realizing; the laws and courts governing this agreement would change to that of the Successor Provider.
You waive any right to renegotiate these Terms unless material changes beyond regulatory compliance or operational necessity are introduced.
Iron will notify you of any such transfer via the contact details provided during onboarding. This notification will include the effective date, details of the Successor Provider, and any actions required for transition.
While Iron will endeavor to minimize disruptions during transitions, temporary interruptions may occur. Iron disclaims any contractual and non-contractual liability for such interruptions except where prohibited by applicable law.
Disclaimer of Warranties
The Services are made available strictly on an “AS IS” and “AS AVAILABLE” basis. To the maximum extent permitted by applicable law, we make no warranties or representations, whether express, implied, statutory, or otherwise, regarding the Services, including but not limited to:
The fitness for a particular purpose, merchantability, non-infringement, reliability, accuracy, availability, or suitability of the Services.
The uninterrupted or error-free operation of the Services, or the correction of any defects or inaccuracies.
You acknowledge and agree that the use of the Services is at your sole risk.
We disclaim all liability for interruptions, delays, or imperfections in the Services, except as required by applicable law.
Nothing in these Terms excludes or limits any warranty, condition, or guarantee that cannot be excluded or limited under applicable law.
EACH OF US AND OUR RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, ADVISORS, CONTRACTORS, CONSULTANTS, LICENSORS, EQUITY HOLDERS, MEMBERS, PARTNERS, SHAREHOLDERS, SUPPLIERS, MANAGERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, PREDECESSORS AND SUCCESSORS EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Limitation of Liabilities
To the fullest extent permitted by applicable law, we disclaim all contractual and non-contractual liability for:
Indirect, incidental, special, punitive, or consequential damages; or
Loss of profits, revenues, goodwill, use, or data, whether incurred directly or indirectly
Iron is not liable for indirect, incidental, or consequential damages, including but not limited to financial loss due to service downtime, blockchain network failures, outages by Third Party Providers, Partners, or other third parties, regulatory interventions, or technical disruptions beyond Iron’s control. By using the Services, you acknowledge and accept these risks.
Iron shall not be liable for damages or losses caused by circumstances beyond our reasonable control, including but not limited to natural disasters, war, terrorism, labor disputes, failures of internet or telecommunications networks, regulatory changes, or governmental actions.
While we take reasonable steps to engage reputable and compliant Third Party Providers to support the Services, we disclaim liability for the independent actions or omissions of such Parties, except as expressly required by applicable law.
If a Customer also has a Partner relationship with Iron, its obligations under the Iron Partner Terms of Service (as provided) remain intact and do not limit its liability under these terms.
Indemnification
You agree to defend, indemnify and hold us and our affiliates harmless from and against any and all claims, proceedings, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
your use of and access to the Services, including, without limitation, any data, digital currency or content transmitted or received by you;
your violation of any term or condition of these Terms, including without limitation, your breach of any of the representations and warranties contained herein;
your violation of any third-party right, including, without limitation, any right of privacy or Intellectual Property Rights;
your violation of any applicable law, rule or regulation;
any content that is submitted via your Account including, without limitation, misleading, false, or inaccurate information;
your fraudulent behaviour, willful misconduct or gross negligence;
any other party’s access and use of your Account or the Services with your unique username, password or other appropriate security code. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding and determine whether we wish to settle it. In such a case, you will share the costs of our expenses.
Data Privacy and Processing
To provide the Services, we require certain Personal Data from you. Depending on your relationship with Iron, this data may be provided directly by you or shared with us by an applicable Partner. Personal Data we control or process may include, but is not limited to, your name, contact details (such as email address and phone number), residential address, date of birth, taxpayer identification number, government-issued identification documents (e.g., passport or driver’s license), bank account details, cryptocurrency wallet addresses, and information about the purpose of your use of the Services. Further details can be found in our Privacy Policy.
As the Controller of your Personal Data, Iron determines the purposes and means of its processing. We may retain your Personal Data for as long as necessary to fulfill these purposes or as required by applicable law. It is your responsibility to ensure the accuracy, completeness, and currency of the information provided.
For additional details on how Iron manages your Personal Data, please refer to our Privacy Policy or contact us at compliance@iron.xyz.
General
In the event of a merger, acquisition, sale, or any other form of corporate restructuring involving a third party, we may transfer or assign the Personal Data we have collected from you as part of such transaction. You are not permitted to assign any rights or licenses granted under these Terms.
Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other rights under these Terms.
If any provision of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
Provisions relating to confidentiality, intellectual property, indemnification, limitation of liability, and any other provisions that by their nature or intent extend beyond the termination of these Terms shall survive such termination for a period of 5 years.
If you provide any suggestions, ideas, or feedback regarding potential improvements or modifications to the Services ("Feedback"), you grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, and royalty-free license to use, adapt, and commercialize that Feedback for any purpose, including enhancing the Services and developing new products or offerings.
These Terms shall be governed by and construed in accordance with the laws of the Republic of Lithuania. This does not exclude that a Customer may be protected by mandatory legal requirements of the jurisdiction where the Customer has its place of residence.
If you have any complaints in respect of Iron Services, you shall send your complaint to compliance@iron.xyz, including a detailed description of the issue and any relevant supporting information. You can seek further information and advice on your rights by visiting the State Consumer Rights Protection Authority (website https://www.vvtat.lt) or submitting the request on the ODR platform https://ec.europa.eu/odr.
Dispute Resolution, Arbitration Agreement, Class Action Waiver, and Jury Trial Waiver
In case of a dispute with Iron, you agree to first notify Iron in writing of any disputes within thirty (30) calendar days from the date the dispute arises. Such notice must be sent to compliance@iron.xyz, including a detailed description of the issue and any relevant supporting information. This dispute resolution process is deemed complete when Iron responds to your complaint or 45 business days after Iron receives your complaint, whichever comes first. You agree to first attempt to resolve the dispute through this process before filing an arbitration demand or court proceedings.
Disputes with Customers who Reside in the United States or Canada. If you reside in the United States or Canada, and if you have a dispute with us or if we have a dispute with you, the dispute shall be resolved through binding arbitration or in small claims court pursuant to the Iron Arbitration Agreement in Appendix 1 below. As an illustration only, the following is a summary of some of the terms of the Iron Arbitration Agreement:
Disputes will be resolved individually (in other words, you are waiving your right to proceed against Iron in a class action). However, if you or we bring a coordinated group of arbitration demands with other claimants, you and we agree that ADR Services, Inc. must batch your or our arbitration demand with up to 100 other claimants to increase the efficiency and resolution of such claims.
Certain disputes must be decided before a court, including (1) any claim that the class action waiver is unenforceable, (2) any dispute about the payment of arbitration fees, (3) any dispute about whether you have completed the prerequisites to arbitration (such as exhausting the support and Formal Complaint processes), and (4) any dispute about which version of the Iron Arbitration Agreement applies.
In the event that a dispute is filed with a court that does not fall into one of the above four categories, either you or Iron may move to compel the court to order arbitration. If the court issues an order compelling arbitration, the prevailing party on the motion to compel may recover its reasonable attorneys’ fees and costs.
Disputes with Customers Who Reside Outside the United States and Canada. If you do not reside in the United States or Canada, the Arbitration Agreement described above does not apply to you and any claim you may have with us relating to, arising out of, or in any way in connection with the Terms, us, or the Services is subject to the exclusive jurisdiction of the courts of Vilnius, Lithuania, subject to any mandatory overriding legal requirements.
APPENDIX 1: IRON ARBITRATION AGREEMENT
THIS APPENDIX 1 OF THESE TERMS WILL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.” Please read this Appendix 1 carefully. It requires that any and all claims between you and Iron be resolved by binding arbitration or in small claims court and, to the extent permitted by applicable law, prevents you from pursuing a class action or similar proceeding in any forum. If you are outside the United States, and attempt to bring a claim in one of those countries, arbitration is required for determination of the threshold issue of whether this Appendix 1 applies to you, as well as all other threshold determinations, including residency, arbitrability, venue, and applicable law. If your country of residence does not enforce arbitration agreements, the mandatory pre-arbitration dispute resolution and notification and prohibition on class actions or representative proceedings provided below still apply to the extent enforceable by law.
Scope of Arbitration Agreement. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before, on, or after the effective date of these Terms. You agree that any dispute or claim arising out of or relating in any way to the subject matter of these Terms, to your access or use of the Services, to any advertising or marketing communications regarding Iron or the Services, to any products or services sold or distributed through the Services that you received, or to any aspect of your relationship or transactions with Iron, will be resolved by binding arbitration, rather than in court, except as otherwise required by law or as otherwise provided in this Arbitration Agreement. In addition, to the extent permitted by applicable law, either you or Iron may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). Either you or Iron may also, to the extent permitted by applicable law, apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual. You may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.
CASES HAVE BEEN FILED AGAINST IRON—AND OTHERS MAY BE FILED IN THE FUTURE—THAT ATTEMPT TO ASSERT CLASS ACTION CLAIMS, AND BY ACCEPTING THIS ARBITRATION AGREEMENT YOU ELECT NOT TO PARTICIPATE IN SUCH CASES.
IF YOU AGREE TO ARBITRATION WITH IRON, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST IRON IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
Informal Resolution. You and Iron agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and Iron therefore agree that, before either you or Iron demands or attempts to commence arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement. For sake of clarification only, the informal dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference, unless mutually agreed to by the parties. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Iron that you intend to initiate an informal dispute resolution conference, email legal@iron.xyz providing your name, telephone number associated with your Iron account (if any), the email address associated with your Iron account, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
Arbitration Rules and Forum
This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) in all respects. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply. Before a party may begin an arbitration proceeding, that party must send notice of an intent to initiate arbitration and certify completion of the informal dispute resolution conference pursuant to Section 4. If this notice is being sent to Iron, it must be sent by email to the counsel who represented Iron in the informal dispute resolution process, or if there was no such counsel, then by mail. The arbitration will be conducted by ADR Services, Inc. under its rules and pursuant to the terms of these Terms. Once the notice certifying completion of the informal dispute resolution conference has been served, the party seeking to arbitrate must then file their arbitration demands with ADR Services, Inc. The demand must include (A) the name, telephone number, mailing address, and email address of the party seeking arbitration; (B) a statement of the legal claims being asserted and the factual bases of those claims; (C) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy, enumerated in United States Dollars (any request for injunctive relief or attorneys’ fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); and (D) the signature of the party seeking arbitration. Disputes shall be subject to ADR Services, Inc.’s most current version of its Arbitration Rules, available as of February 3, 2023 at https://www.adrservices.com/services/arbitration-rules or by calling ADR Services, Inc. at 310-201-0010. The fees that shall apply to arbitrations administered by ADR Services, Inc. are set forth on ADR Services, Inc.’s website, available as of February 3, 2023 at https://www.adrservices.com/rate-fee-schedule/. Specifically, the fees set forth in ADR Services, Inc.’s Mass Consumer Non-Employment Arbitration Fee Schedule shall apply when twenty (20) or more arbitration claims are filed which: (X) involve the same or similar parties; (Y) are based on the same or similar claims which arise from the same or substantially identical transactions, incidents, or events requiring the determination of the same or substantially identical questions of law or fact; and (Z) involve the same or coordinated counsel for the parties. In all other circumstances, the fees set forth in ADR Services, Inc.’s General Fee Schedule shall apply, except that Iron will pay the portion of the initial case opening fees (if any) that exceeds the filing fee to file the case in a court of competent jurisdiction embracing the location of the arbitration. Payment of all filing, administration, and arbitration fees will be governed by ADR Services, Inc.’s rules. If the arbitrator finds that you cannot afford to pay ADR Services, Inc.’s filing, administrative, hearing, and/or other fees and cannot obtain a waiver of fees from ADR Services, Inc., Iron will pay them for you. Any finding that a claim or counterclaim violates the standards set forth in Federal Rule of Civil Procedure 11 shall entitle the other party to recover their attorneys’ fees, costs, and expenses associated with defending against the claim or counterclaim. If a party timely serves an offer of judgment under Federal Rule of Civil Procedure 68 or a state or local equivalent, if applicable, and the judgment that the other party finally obtains is not more favorable than the unaccepted offer, then the other party shall pay the costs, including filing fees, incurred after the offer was made.
If ADR Services, Inc. is not available to arbitrate, the parties will mutually select an alternative arbitral forum. To the extent there is a dispute over which arbitration provider shall administer the arbitration, only a court (and not an arbitrator or arbitration administrator) can resolve that dispute, and the arbitration shall be stayed until the court resolves that dispute. You may choose to have the arbitration conducted by telephone, video conference, or in person in the county where you live or at another mutually agreed location. The parties agree that all of the arbitration proceedings, including any discovery, hearings, and rulings, shall be confidential to the fullest extent permitted by applicable law. If at any time the arbitrator or arbitration administrator fails to enforce the terms of these Terms, either party may seek to enjoin the arbitration proceeding in court, and the arbitration shall automatically be stayed pending the outcome of that proceeding.
If the arbitration award includes any injunction or a monetary award that exceeds $100,000, then either party shall have the right to appeal that award to an arbitration appellate panel. The notice of appeal must be served, in writing, on the opposing party within fourteen (14) days after the award has become final. ADR Services shall administer the appeal consistent with the JAMS Optional Arbitration Appeal Procedures, available as of February 3, 2023 at https://www.jamsadr.com/appeal/.
Arbitrator Powers. The arbitrator, and not any federal, state, provincial, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable, to the extent permitted by applicable law, except with respect to Section 8 below (Waiver of Class, Consolidated, and Representative Actions; Waiver of Public Injunctive Relief), the enforceability of which can only be determined by a court. All disputes regarding the payment of arbitrator or arbitration-organization fees, including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court or arbitration administrator. The arbitration will decide the rights and liabilities, if any, of you and Iron. Except as expressly agreed to in Section 9 of this Appendix (Batch), the arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator may issue orders (including subpoenas to third parties, to the extent permitted by law) allowing the parties to conduct discovery sufficient to allow each party to prepare that party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes. For example, the arbitrator shall preclude oral discovery of either party’s current or former high-level officers absent a showing that the officer has unique, personal knowledge of discoverable information and less burdensome discovery methods have been exhausted. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award, on an individual basis, monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and Iron.
Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND IRON WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Iron are instead electing to have all disputes resolved by arbitration, except as specified in Section 1 of this Appendix above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
Waiver of Class, Consolidated, and Representative Actions; Waiver of Public Injunctive Relief. EXCEPT AS EXPRESSLY AGREED TO IN SECTION 9 OF THIS APPENDIX AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND IRON AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS EXCEPT AS SET FORTH IN SECTION 9 OF THIS APPENDIX. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER EXCEPT AS SET FORTH IN SECTION 9 OF THIS APPENDIX. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) a civil court of competent jurisdiction finds all or part of the Waiver of Class, Consolidated, and Representative Actions is unenforceable, the class, collective, or representative action must be litigated in a civil court of competent jurisdiction, but the portion of the Waiver of Class, Consolidated, and Representative Actions that is enforceable shall be enforced in arbitration. The portion of such dispute proceeding in court shall be stayed pending the conclusion of the arbitration. Notwithstanding any other provision in these Terms, any claim that all or part of the waivers set forth in Section 8 of this Appendix is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. This provision does not prevent you or Iron from settling claims on a class, collective, or representative basis.
Batch Arbitrations. To the extent permitted by applicable law, to increase efficiency of resolution, in the event 100 or more similar arbitration demands against Iron, presented by or with the assistance or involvement of the same law firm or organization, are submitted to an arbitration provider selected in accordance with the rules described above within a 30-day period: (A) the parties shall cooperate to group the arbitration demands into randomized batches of no more than 100 demands per batch (plus, to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); (B) claimants’ counsel shall organize and present the batched demands to the arbitration provider in a format as directed by the arbitration provider; (C) the arbitration provider shall provide for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch; and (D) the arbitration provider shall send one set of disclosures per batch and will set up one Arbitration Management Conference per batch. You agree to cooperate in good faith with Iron and the arbitration provider to implement such a batch approach to resolution and fees. Disagreements over the applicability of this batch arbitration process will be settled in a single, consolidated arbitration proceeding that includes all affected parties and is resolved by a single arbitrator subject to the requirements of this section. Notwithstanding any provision in the Agreement to the contrary, batch arbitrations shall take place in San Francisco, California or, if the parties prefer, by video conference. The parties may also agree to conducting arbitration based on written submissions alone.
Opt Out. Iron’s updates to these Terms do not provide a new opportunity to opt out of the Arbitration Agreement for customers or Users who had previously agreed to a version of these Terms, and did not validly opt out of arbitration. Iron will continue to honor the valid opt outs of customers who validly opted out of the requirement to use arbitration in a prior version of these Terms. If you are a customer who creates an Iron account for the first time on or after the effective date of these Terms, you may opt out of this Arbitration Agreement. If you do so, neither you nor Iron can force the other to arbitrate as a result of these Terms. To opt out, you must notify Iron in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Iron username (if any), the email address you currently use to access your Iron account (if you have one), and a clear statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: legal@iron.xyz. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us.
Survival. This Arbitration Agreement will survive any termination of your relationship with Iron.
Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Iron makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Iron.
Entire Agreement; Severability. This Arbitration Agreement is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Agreement. In the event any portion of this Arbitration Agreement is deemed unenforceable, the remainder of this Arbitration Agreement will be enforceable, and the remainder of these Terms shall be unmodified.
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