IceWeb provides its online services to visitors to our website at theiceweb.com and any derivative, co-branded or successor site as IceWeb may make available from time to time (“IceWeb Website”). This Terms of Service Agreement (the “Agreement”) sets forth the terms and conditions that govern your use of the IceWeb Website and incorporates the terms and conditions of the IceWeb Privacy Policy located at iceweb.com/privacy-policy.
By accessing or using the IceWeb Website, you are agreeing that you have read and accept the following terms and conditions. IceWeb reserves the right, at any time and at its sole discretion, to modify the terms and conditions of the Agreement by posting such modified terms and conditions on the IceWeb Website, and you are agreeing to such modifications by your continued access and use of the IceWeb Website. If you do not agree to any of these terms and conditions, please do not use the IceWeb Website.
IceWeb provides visitors to the IceWeb Website with access to its online services (along with all related intellectual property rights, the “IceWeb Technology”).
You agree to provide true, accurate, current and complete information about you as prompted by the IceWeb Technology and other application forms and registration forms (the “Registration Data”).
You may be required to create an account and to select a unique user name and password in order to be able to access and use the certain services provided in connection with the IceWeb Technology. You are solely responsible for the activity that occurs on your account, including any uploads of User Submittals and User Content (as defined herein), whether or not in fact authorized by you. You are responsible for maintaining the confidentiality and security of your user name and password. If you have any reason to believe that there has been a breach of security or unauthorized use regarding your user name or password, you must promptly notify IceWeb in writing and change your password on the IceWeb Website.
During the term of this Agreement, IceWeb grants to you a non-transferable, non-exclusive and non-sublicensable right and license to access and use the IceWeb Website solely for your immediate personal, non-commercial use. Any other use of the IceWeb Website other than as expressly set forth herein without IceWeb’s prior written consent is strictly prohibited and all implied licenses are disclaimed.
You are responsible for obtaining access to the IceWeb Technology and for all equipment necessary to access the IceWeb Technology and you acknowledge that obtaining the foregoing may involve third-party fees (such as internet service provider charges). You are responsible for all charges associated with connecting you to the IceWeb Technology, including, without limitation, all telephone, equipment, airtime and internet service provider charges.
In connection with your use of the IceWeb Technology, you may also provide contributions to, and feedback about, the IceWeb Technology, including without limitation, comments, suggestions, ideas or other communications (collectively, the “User Submittals”). You shall be solely responsible for your User Submittals and the consequences of submitting them to IceWeb. In connection with your User Submittals, you represent and warrant that: (i) you own or have the necessary licenses and other rights to use and authorize IceWeb to use the User Submittals, and the associated patent, trademark, copyright, trade secret and other intellectual property and proprietary rights in and to the User Submittals, in connection with the IceWeb Website and this Agreement.
Subject to the terms and conditions set forth herein, you hereby grant to IceWeb a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, sub-license through multiple tiers of sublicensees, create derivative works from, modify, publish, edit, translate, distribute, and publicly perform, execute, and display the User Submittals and any related intellectual property rights in any media or medium, or any form, format, or forum now known or hereafter developed for any legal purposes whatsoever.
In connection with your use of the IceWeb Technology, you may provide certain information to the IceWeb Technology, including without limitation, name, address and other information about you in connection with the services provided by accessing and using the IceWeb Technology (“User Content”). Subject to the terms and conditions set forth herein, you hereby grant to IceWeb a royalty-free, non-exclusive license to use, reproduce, modify and create derivative works from the User Content solely in connection with providing the services under this Agreement.
You acknowledge and agree that IceWeb is not responsible for screening any User Content or User Submittals that are placed on the IceWeb Website other than by IceWeb, and you shall not rely on IceWeb to ensure that such User Content and User Submittals are accurate, complete, current, or in compliance with any rule, regulation or law. IceWeb shall have the right, but not the obligation, to refuse, edit or remove any User Content or User Submittals that IceWeb, in its sole discretion and without prior notice, considers to be harmful, illegal, misleading, libelous or threatening material, offensive sexual, racial or gender related material, or otherwise offensive, disruptive or inappropriate material, or otherwise in violation of this Agreement.
You acknowledge and agree that IceWeb and its suppliers own all right, title and interest in and to the IceWeb Technology and any and all copyrights, trademarks, patents, trade secrets and any other intellectual property and proprietary rights therein.
The “look and feel” of the IceWeb Website, meaning, the structure, sequence and layout of the audiovisual components of the IceWeb Website as perceived by you, including, but not limited to, the color combinations, button shapes, and all other graphical and navigational elements, the design for which was dictated by artistic and aesthetic considerations and not by utilitarian or mechanical ones, are also proprietary to IceWeb and protected under U.S. and international copyright and trademark laws.
IceWeb’s name and logo, and all related product and service names, design marks and slogans are the trademarks, service marks or registered trademarks of IceWeb and may not be used or modified in any manner without the prior written consent of IceWeb.
You shall retain all right, title and interest in and to your User Content and User Submittals and the intellectual property rights therein.
You agree that IceWeb, at its sole discretion, may terminate your access to and use of the IceWeb Technology, at any time and for any reason whatsoever, including without limitation, for lack of use or if IceWeb believes, in its sole discretion, that you have violated or acted inconsistently with the terms and conditions of this Agreement. IceWeb reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the IceWeb Technology (or any part thereof) with or without notice. You agree that IceWeb shall not be liable to you or to any third party for any modification, suspension or discontinuance
You represent and warrant to IceWeb that: (i) you are at least 18 years old or a parent or legal guardian acting on behalf of a user under such age; (ii) in the event you are an entity, you have the full right, power and authority to enter into this Agreement on behalf of such entity; (iii) the performance by you of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound; (iv) the Registration Data, the User Content and the User Submittals do not infringe the intellectual property or proprietary rights, including without limitation, patents, copyrights, trademarks and trade secrets, of any third party; (v) the Registration Data and your use of the IceWeb Technology comply in all respects with all applicable laws, statutes, regulations, ordinances and other rules; (vi) you will not submit any material that may disrupt or interfere with the hardware or software operating the IceWeb Technology; and (vii) the Registration Data, the User Content and the User Submittals are truthful and accurate.
Visitors to the IceWeb Website should be aware that when they are on the IceWeb Website, they could be directed to other web sites that are beyond our control. There may be several links to other web sites from the IceWeb Website pages that take you outside our service. IceWeb has no control over these web sites and is not responsible or liable for the policies, actions or content of such web sites. These web sites are linked only for your convenience and you access them at your own risk. We encourage you to review the terms of service and privacy policies available at these other web sites. IceWeb is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of or relating to any use, reference to or reliance on such information and any other dealings with such third parties.
You agree to indemnify, defend and hold harmless IceWeb, its employees, agents and suppliers from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or resulting from this Agreement or the IceWeb Technology including, but not limited to: (i) your breach of any representations, warranties or covenants set forth herein; (ii) your use of the IceWeb Technology; (iii) damage caused to any third party by the submittal of the User Content and User Submittals, or (iv) your violation of any rights of any third party, including without limitation, any trademark, copyright, patent, trade secret or other intellectual property or proprietary rights. The provisions of this Section shall survive the termination of this Agreement and your access to the IceWeb Website.
THE ICEWEB TECHNOLOGY IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOU AGREE THAT YOUR USE OF THE ICEWEB TECHNOLOGY SHALL BE AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ICEWEB DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR COMMON LAW, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ICEWEB MAKES NO WARRANTY THAT (I) THE ICEWEB TECHNOLOGY WILL MEET YOUR REQUIREMENTS, (II) THE ICEWEB TECHNOLOGY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND (III) ANY ERRORS IN THE ICEWEB TECHNOLOGY WILL BE CORRECTED.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ICEWEB SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, CONTENT, USER SUBMITTALS, USER CONTENT OR OTHER INTANGIBLE LOSSES, EVEN IF YOU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT ICEWEB’S CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS U.S. ($1,000.00 U.S.).
If you are a copyright owner or an agent thereof and believe that any materials or other information, including without limitation, data, images, or any other information that are located within the IceWeb Technology (the “IP”) without your prior consent, infringe on your copyrights, you may submit a notification to IceWeb with the following: (i) a list and identification of such IP; (ii) identification of where such IP is located within the IceWeb Technology; (iii) your name, address, telephone number and email address; (iv) a statement executed by you that the information provided regarding such IP is truthful and accurate, and that, under a penalty of perjury, you are authorized to act on behalf of an owner with an exclusive rights that is allegedly infringing; (v) a statement that you have a good faith belief that such IP is located within the IceWeb Technology without your prior consent; and (vi) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
IceWeb’s designated copyright agent to receive notifications can be reached by email at [email protected] or by postal mail at the address indicated below.
If you believe that any IP that was removed is not infringing, or that you have authorization from the copyright owner of such IP, the copyright owner’s agent or otherwise under the law, you may submit a counter notification with the following: (i) a list and identification of such IP; (ii) identification of where such IP was located within the IceWeb Technology before removal; (iii) your name, address, telephone number and email address; (iv) a statement that you have a good faith belief that such IP was removed by mistake or misidentification; (iv) your physical or electronic signature; and (v) a statement that you consent to the jurisdiction of the federal court in South District of Florida, and that you will accept service of process from the person who provided notification of the alleged infringement or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
BY ACCESSING THE ICEWEB TECHNOLOGY, YOU AND ICEWEB EACH AGREE THAT THIS AGREEMENT AND THE RELATIONSHIP BETWEEN THE PARTIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS AND WITHOUT APPLICATION OF ANY UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT. YOU AND ICEWEB AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED WITHIN THE STATE OF FLORIDA WITH RESPECT TO ANY DISPUTE RELATED TO THIS AGREEMENT.
This Agreement, together with the IceWeb Privacy Policy, constitutes the entire agreement between you and IceWeb with respect to the subject matter herein and governs your use of the IceWeb Technology, superseding any prior agreements between you and IceWeb. You further acknowledge and agree that you may not assign any part of this Agreement without IceWeb’s prior written consent, but IceWeb may assign any part of this Agreement without restriction. This Agreement shall inure to the benefit of each party’s successors and assigns. IceWeb shall not be deemed to be in breach of the Agreement and thereby liable to you or any third party for any delays in the performance of its obligations hereunder caused by fire, explosion, act of God, strikes, war, riot, government regulation, pandemic, epidemic, bandwidth limitations, Internet connectivity, or act or any other cause beyond the reasonable control of IceWeb. The failure of IceWeb to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the IceWeb Technology or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
If you have any questions about this Agreement, the Privacy Policy, or any question or problem regarding the IceWeb Technology, please contact us by sending an email to [email protected] or by mail at IceWeb at address of Corporate Center, 20801 Biscayne Blvd , Aventura, FL 33180.
Effective Date: March 14, 2023
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