By accessing or using the Services, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms. If you do not agree, then please do not use the Services.
The Effective Date of this Agreement is May 1, 2019.
ICE reserves the right, in its sole discretion, to modify or add to this Agreement at any time, for any reason (“Updated Terms”). The Updated Terms shall be included in a revised version of this Agreement accessible through the Platform. ICE may provide notice of significant changes to this Agreement as required by law.
Your use of the Services following the posting of any Updated Terms constitutes your unconditional acceptance and agreement to be bound those changes. You must cease using the Services immediately if you do not agree to be bound by the Updated Terms.
The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Services from that point forward.
You agree to the following conditions for your use of the Services:
- ICE reserves the right to refuse Services to anyone for any reason at any time.
- ICE reserves the right to force forfeiture of any username or account that becomes inactive, violates this Agreement, defames, or may mislead other users.
- ICE may limit or terminate the Agreement, your account, and your Services, and seek other remedies.
- In the event of any inaccuracy or typographical error relating to an item’s description, price, offer, photograph, or availability, ICE reserves the right to update, change, or cancel the transaction.
- ICE has not reviewed, verified, or authenticated any of the content available on the Services, and may include inaccuracies or false information. Thus, ICE makes no representations, warranties, or guarantees in connection with its Services relating to the quality, suitability, truth, accuracy, or completeness of any content contained related to the Services.
You shall not:
- Access or try to access non-public areas of the Services, ICE computer systems, or the technical delivery systems employed by ICE for its Services;
- Use any robot, spider, site search/retrieval application(s), or other automated/manual device, process, or means to scrape any portion of the Services or any content from ICE, including but not limited to, posted items, User profiles, Content as described below, or other user(s) information;
- Reverse engineer any aspect of the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, Content, or code of the Services. Create or submit unwanted email or comments to any users;
- Gather and use user information for any purpose outside of this Agreement, including but not limited to, spam, chain letters, pyramid schemes, or any other form of unwanted solicitation;
- Transmit any worms or viruses or any code of a destructive nature;
- Develop any third-party applications that interact with the Services without our prior written consent;
- Remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within the Services, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material;
- Transport, export or re-export (directly or indirectly) into any country forbidden to receive such Services by any U.S. or other export laws or accompanying regulations or otherwise violate such laws or regulations, that may be amended from time to time;
- Use the Services for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity or any other activity that violates this Agreement or any laws in your jurisdiction;
- You may not add sensitive data to your account that is subject to U.S. federal regulations which includes, without limitation, medical records, health-related records, human resources-related data, student records.
An ICE representative may be required to establish an account on the Platform or other supporting service linked to the Platform (an “Account”) to access certain portions of the Platform. Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. Each Account is for your personal use and each Account ID may be used only by you alone. You may not distribute or transfer your Account or Account ID or provide a third-party with the right to access your Account or Account ID. You are solely responsible for all use of the Platform or Content through your Account. You will ensure the security and confidentiality of your Account ID and will notify ICE immediately if any Account ID is lost, stolen or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of your Account or under any Account ID (whether lawful or unlawful) and that any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by you. In connection with establishing an Account, you may be asked to submit certain information about yourself (“Registration Information”). You agree that: (1) all Registration Information you provide will be true and complete; and (2) you will maintain and promptly update your Registration Information to keep it accurate and current. You are required to keep Registration Information accurate and current. You shall notify us if you learn of any unauthorized access or use of your accounts or passwords.
End User Licenses
Your License to the Platform. Subject to your compliance with this Agreement, ICE will permit you to access and use the Platform solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement you may have entered into with ICE.
Your License to the Content. Unless otherwise noted on the Platform, all content, data, or other information provided through the Platform made by ICE (collectively “Content”) is owned by ICE. By accepting this Agreement, ICE grants to you a non-exclusive, non-transferable, and revocable license to use the Platform and Content only for the purposes for which ICE has provided the Platform to you (“Platform License”). You may not, in whole or in part, copy, modify, delete, add to, remove, publish, transmit, augment, transfer, create derivative works, sell, or participate in the sale or transfer of the Platform, or in any other way exploit any of the Content, software, products, or services contained in the Platform without the prior written consent from ICE.
Our License to Third-Party Content. Certain content may include or be based on data, information, or content provided by you or other independent third-party content providers. By using the Services, you may provide ICE with content you provide including, without limitation, videos, photographs, and data which, when provided, become “Third-Party Content.” You hereby grant ICE a non-exclusive, perpetual, irrevocable, worldwide, transferable license to the Third-Party Content you provide. This license includes, without limitation, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including but not limited to, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights. You represent and warrant that you own any Third-Party Content you provide or you otherwise have the right to grant the rights and licenses for the Third-Party Content. You are solely responsible for verifying the accuracy, completeness, and applicability of all such Third-Party Content, and for your use of any such Third-Party Content. ICE has not verified the accuracy of and will not be responsible for any errors or omissions in any Third-Party Content provided through the Platform. Except as set forth in the Platform License, you are granted no licenses or rights in or to any Content or Third-Party Content. If you would like to use the Content in a manner not permitted by this Agreement, please contact ICE.
Data Collection and Use
Data Compilations and Aggregation. You give ICE permission to combine identifiable and non-identifiable information you enter or upload to the Services with that of other users of the Services and/or other ICE services. For example, this means that ICE may use your and other users’ non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for you to compare business practices with other users.
International Storage. ICE may access or store personal information in multiple countries and states, including countries and states outside of your own country or state to the extent permitted by applicable law.
Communications Required by Law. ICE may be required by law to send you communications about the Services or third-party products. You agree that ICE may send these communications to you via email or by posting them on our Services or by messaging you directly via the Platform.
Telephone Numbers. You may provide us with your telephone number as part of your User record or registration or via other methods. You understand and agree that ICE may use your telephone number for any reason including, but not limited to commercial phone calls, texts, whether automated or made manually.
Security Authorization. You authorize ICE for purposes of the Computer Fraud and Abuse Act, 18 U.S.C. § 1030 et seq., Title III, 18 U.S.C. 2510 et seq., and the Electronic Communications Privacy Act, 18 U.S.C. § 2701 et seq. (and similar state, local and non-US laws) to access data and systems and process and transmit data through the Platform.
Logs. By using the Platform, files, and other information like “logs” related to the files may be sent to ICE for security analysis and response. These files and this information may be used or aggregated to make the product more reliable and improve the Platform. You acknowledge and understand that in some instances, these files and the like could contain personal data.
ICE reserves the right to investigate, terminate, change, suspend, or discontinue the Services at its sole discretion, including without limitation, the availability of any feature, database, or Content as described below, or your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your use of the Service and related content. Users may also terminate this Agreement at any time. However, any obligations and liabilities made by a User prior to termination of this Agreement shall be strictly enforced.
Affiliates and Resellers
Any reseller, affiliate, or white-labeled technology provider (“Reseller”) purchasing, using, or accessing the Platform shall be bound by and comply with all terms and conditions of this Agreement. Any relationship ICE has with Reseller is subject to and governed by this Agreement.
User acknowledges, understands, and agrees that ICE does not guarantee or warrant that it will find, locate, or discover all of user’s threats, vulnerabilities, malware, and malicious software, and users and their affiliates shall not hold ICE responsible for such failures.
No Retained Professional Advice or Professional-Client Relationship
Information contained on the Platform does not constitute retained professional (management consulting, accounting, legal, etc.) advice, recommendations, mediation or counseling. ICE only performs services such as those under an SOW specifically describing such services and not through the Platform. As a result, your use of the Platform does not create a professional-client relationship. The Platform is created to supplement our additional Services not as stand-alone advice. Your situation is unique, and information obtained by using the Platform may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any financial strategy, you should obtain additional information and specific advice from your advisers who are fully aware of your individual circumstances.
Fees Described in Attachments. Fees for the ICE Services may be described in any Statement of Works (“SOWs”) between ICE and User. This Agreement hereby incorporates those SOWs. User shall be subject to their terms. In the event of any conflict between the terms of this Agreement and an SOW, then this Agreement shall control. In the event of any conflict between the terms of this Agreement and the Master Service Agreement located on our Legal Agreements webpage, (the “MSA”) which is hereby incorporated by reference, then this Agreement shall control.
Subscriptions Generally. A “Subscription” shall mean a service provided by ICE for a fixed term under which ICE provides access to the Platform. The nature of User’s Subscription may be described in the SOW. Subscriptions shall continue in effect for the period of time stated in the SOW (“Initial Subscription Term”).
Subscription Automatic Renewal. Unless otherwise stated, the Subscription will automatically renew after its Initial Subscription Term for additional periods of the same length as the initial period described in the SOW (each, a “Renewal Subscription Term” and together with the Initial Subscription Term, the “Subscription Term”), unless either party notifies the other of its intention not to renew that Subscription at least thirty days prior to the expiration of the then-current Subscription Term. User may terminate a Subscription if the applicable SOW allows User to terminate. If User may terminate according to the requirements of the SOW before the end of the then-current Subscription Term, then at ICE’s discretion, User may be required to pay any remaining fees owing for the remainder of the then-current Subscription Term within thirty days of the effective date of termination.
All trademarks, service marks and logos included on the Platform (“Marks”) are the property of ICE or third parties, and you may not use such Marks without the express, prior written consent of ICE or the applicable third party.
Warranties and Disclaimers
You represent and warrant that:
- You have the legal right and authority to enter into this Agreement;
- You have the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement.
- You are older than the age of 13 years.
- If you are older than 13 years of age, but under 18 years of age, you represent and warrant that a parent or guardian has reviewed this Agreement and consented to its terms, in their entirety, on your behalf.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ICE EXPRESSLY DISCLAIMS, AND YOU DISCLAIM ANY RELIANCE ON, ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ICE WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.
Limitation on Liability
Limit of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR LIABILITY FOR ANY AMOUNTS PAID OR PAYABLE TO THIRD PARTIES UNDER INDEMNIFICATION OBLIGATIONS, ICE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM, CONTENT, OR SERVICES, EVEN IF ICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOSS OF SUBMISSIONS, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
Total Cumulative Liability. ICE’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICES OR $2,000, WHICHEVER IS GREATER. YOU AGREE THAT ICE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, ICE’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. ICE SHALL HAVE NO OBLIGATION REGARDING ERRORS OR FAILURES REPORTED AFTER THE END OF THE PLATFORM LICENSE.
You agree to defend, indemnify, and hold harmless ICE, their respective officers, directors, agents, and employees from and against any actions, claims, lawsuits, and causes of action, whether or not involving a third party, collectively defined as “Claims”, and all damages, awards, penalties, liabilities, costs, and expenses, including reasonable attorney’s fees arising out of this Agreement or your use of the services. These Claims may related to, but are not limited to: (a) any Content submitted or posted by you, in connection with the Services, or any use of the Services in violation of this Agreement; (b) fraud you commit or your intentional misconduct or gross negligence; or (c) your violation of any applicable law or rights of a third-party. ICE may select and retain counsel to represent it at your own expense. Without limitation, reasonable attorney’s fees and costs shall include attorney’s fees and costs required to enforce this indemnification provision. You shall promptly notify ICE of any claim or intended suit against ICE.
Integration with Third-Party Services
ICE may connect to other websites and other third-party services.
Before using any third-party integrations, you are encouraged to review the terms on the basis of which the relevant third party provides its product or service that is subject of the integration; and to review personal and technical security of the product or service that is the subject of the integration. ICE shall rely on the fact that the you have reviewed those materials and consented to their terms in their entirety.
ICE shall not be held liable to and shall not accept any liability, obligation or responsibility whatsoever for any loss or damage in connection with the third-party integrations. ICE has no control over such third parties and is not responsible for the content of their services. ICE provides you with third-party integrations only for your convenience. This does not imply any endorsement or any association with such third parties. ICE does not warrant the use of the third-party integrations will be uninterrupted or error free. Any concern regarding the third-party services should be directed to the responsible third party.
By using any of third-party integrations, you agree that ICE may allow the providers of those third-party applications access to your data as required for the interoperation of such third-party applications with our Services. ICE shall not be responsible for any disclosure, modification or deletion of your data resulting from any such access by third-party application providers.
By using any of third-party integrations, User acknowledges and agrees that:
- ICE may transfer said data to the providers of those third-party applications;
- You have obtained the respective rights and/or consents to process the data of their respective clients for the purpose of using third-party integrations;
- ICE shall not be held liable to and shall not accept any liability, obligation or responsibility whatsoever for any loss or damage in connection with the data ICE provides to such third parties.
USER ACCEPTS AND UNDERSTANDS THIS RISK AND WAIVES ALL RIGHTS TO HOLD ICE RESPONSIBLE IN ANY WAY, FINANCIALLY OR OTHERWISE, FOR THIRD PARTY ERRORS AND RESULTS.
Amazon Web Services
For any and all disputes you may have with ICE, you agree to first contact ICE and attempt to resolve the dispute informally. In the unlikely event that ICE has not been able to resolve a dispute within 30 days, you and ICE each agree to resolve any Claim (excluding claims for injunctive or other equitable relief) in connection with the Services, including breach or alleged breach of this Agreement by binding arbitration.
Unless you and ICE mutually decide otherwise, arbitration will be conducted in San Diego, CA. Each party will be responsible for paying its own equally proportionate share of any filing, administrative, and arbitrator fees. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for experts and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall prevent either party from seeking injunctive or equitable relief from the courts for matters related to intellectual property rights or unauthorized access to the Service.
TO THE EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ICE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
ICE shall be excused from performance under this Agreement, to the extent it is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (g) other causes beyond the reasonable control of ICE.
If any portion of this Agreement is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms will remain valid and enforceable. Upon such determination that any term is invalid, illegal, or incapable of being enforced, you shall negotiate in good faith with ICE to modify this Agreement to affect the original intent of the drafters as closely as possible to the fullest extent permitted by applicable law.
This Agreement is governed by the laws of the State of California, without regard to any conflict of laws rules or principles. ICE’s failure to enforce any right or provision of this Agreement shall not be considered a waiver of those rights.
Questions and Contact Information
This Agreement is the complete and exclusive agreement between you and ICE regarding your access to and use of the Services. This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between you and ICE relating to your use of the Services (except for other agreements you may have or will enter with ICE for additional premium services). In the event of any conflict between the terms of any such agreement and this Agreement, then the terms of this Agreement shall control.