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Customer Terms of Service

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

This is a contract between you (the Customer) and us (ICEFLO). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese”, but we have tried to make it as readable as possible.

These terms are so important that we cannot provide our products and services to you unless you agree to them. By using the Subscription Service or receiving the Consulting Services, you are agreeing to these terms. We periodically update these terms. If you have an active ICEFLO subscription, we will let you know when we do via an email or in-app notification. You can find archived versions of the terms here.

Finally, we know legal terms can sometimes be difficult to navigate, so we wanted to give you a roadmap of the Agreement:

  1. Definitions.  This is where we provide the detail on what the key defined terms in the Agreement mean. You can think of this kind of like a contractual dictionary.
  2. General Commercial Terms.  Here’s where you can find the basics about how our Subscription Service and Consulting Services are provided. For example, you can find information on access and acceptable use. These terms apply to all of our products and service offerings.
  3. Subscription Terms. Customers of ours subscribe to use our “Software-as-a-Service” and there are some fundamental terms that apply to each subscription. There are some differences between the different types of subscriptions, and here’s where you can find that detail.
  4. General Legal Terms. As we mention above, this is a contract, and contracts are filled with legal terms. In this section, we’ve collected the many of the remaining legal terms that make up our Customer Terms of Service.

1.    Definitions

"Agreement" means these Customer Terms of Service and all materials referred or linked to in here. 

“Monthly Access License (MAL)” means the unit of measurement used when licensing ICEFLO. One Monthly Access License (MAL) allows one defined user to use ICEFLO as many times in one calendar month. A MAL is used when any user has logged into ICEFLO during a calendar month, regardless of the frequency or total number of logins by that user in the given month.

“Consumption License” means the total number of Monthly Access Licenses that have been assigned to the license. The total licences assigned is calculated based on the cumulative number of MALs procured as a result of one or more license transactions.

“License Transaction” means a transaction to procure MALs, wherein the purchased MALs are added to a new or existing Consumption Licence.

“License Balance” means the total quantity of MALs available for future consumption against a specific Consumption License – the balance between cumulative licenses purchased and licenses consumed.

"Defined Users" means your employees, representatives, consultants, contractors or agents who are authorised to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.

“Active User” means a user who logs in and performs some action within the ICEFLO service.

“Monthly Users” means the total number of active users who have logged in during one calendar month. This number is also the total number of MALs consumed during a calendar month and that will be decremented from the Consumption License to derive the License Balance. The number of Monthly Users is reset to zero at the start of each calendar month.

 “Confidential Information” means all information provided by you or us ("Discloser") to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information will include Customer Data and information about the Discloser’s business plans, technical data, and the terms of the Order.  Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.

"Consulting Services" means the professional services provided to you by us, which may include training services, engineering, integration or other consulting services.

"Customer Data" means all information that you submit or collect via the Subscription Service.

"Customer Materials" means all materials that you provide or post, upload, input or submit for display through the Subscription Service.

"SMS Send Limit" means the number of standard text messages that you may send in any given calendar month. For our ICEFLO service, this limit is equal to one hundred (100) times the number of MALs consumed in the calendar month in question. Breaches of this limit may result in additional fees being requested.

“Free Services” means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis. Our mobile apps for Android and iOS devices and our learning resources available online are currently defined as free services.

“Full-Service Products” means our ICEFLO products for which a MAL is required.

"ICEFLO Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services.

"Order" or "Order Form" means the ICEFLO-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Orders are currently completed through our manual invoicing process and may in future be capable of being processed via an “in-app” purchase. The Order may be referred to as a "Statement of Work" if you are purchasing only Consulting Services.

"Sensitive Information" means:
(a) credit or debit card numbers; personal financial account information; Social Security numbers or local equivalents; passport numbers; driver’s license numbers or similar identifiers; technical details such as host names, IP addresses, usernames and passwords; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information; and
(b) any information defined under EU data protection laws as ‘Sensitive Personal Data’.

"Subscription Fee" means the amount you pay for the Subscription Service.

"Subscription Service" means all of our web-based applications, tools and platforms that you have subscribed to by an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via https://www.iceflo.com or another designated URL, and any ancillary products and services that we provide to you such as support services or education and certification content.

"Subscription Term" means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an authorised account to access the Free Services.

"Billing Period" means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term as specified in the Order Form. For example, if you subscribe to the Subscription Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.

"Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include non-ICEFLO apps available from, for example, the following: our integrations products page, LinkedIn, ZenDesk, Screensteps, StatusPage and other links made available through the Subscription Service.

"Third-Party Sites" means third-party websites linked to from within the Subscription Service, including support and education services.

"ICEFLO", "we", "us" or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.

"You", "your" or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.

2.    General Commercial Terms

Access

During the Subscription Term, and subject to an available License Balance, we will provide you access to use the Subscription Service as described in this Agreement and the applicable Order. We may also provide you access to use our Free Services at any time by activating them in your ICEFLO account. We might provide some or all elements of the Subscription Service through third party service providers e.g. SMS text services.

Additional Licences

You may subscribe to additional licenses of the Subscription Service by placing an additional Order or activating the additional licences from within your ICEFLO account (if this option is made available by us). This Agreement will apply to all additional Order(s) and all additional licenses that you activate from within your ICEFLO account. This “in-app” functionality will only be available to users defined with the License Admin role.

Availability

We try to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance. Full details of our Service Level Agreement are found here.

Consulting Services

You may purchase Consulting Services by placing an Order with us. Unless we otherwise agree, the Consulting Services we provide are described here and will be delivered in English.  Fees for these Consulting Services are in addition to your Subscription Fee and will be transacted under a separate Order from any license purchase.  By default, all Consulting Services are performed remotely, unless you and we otherwise agree. For Consulting Services performed on-site, you will reimburse us our reasonable costs for all expenses incurred in connection with the Consulting Services. Invoices will be raised at the end of each calendar month, supported by client confirmation of delivery. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice. We might provide some or all elements of the Consulting Services through suitably qualified third party service providers. 

Fees and Payments

Licence Fees

The License Fee and associated unit pricing is dependent upon the quantity of Monthly Access Licenses procured under each license transaction. Full details of the consumption license pricing are provided here. Once purchased, your license transaction will be assigned to a new or existing Consumption License. We will monitor or audit remotely the number of MALs consumed against the consumption license and include detailed procurement, consumption and balance information in our Service Reviews. This information is also made available to License Administrative users you define in your ICEFLO account.

Licence Fee Adjustments Prior to Renewal

During the current subscription term, it is possible to purchase additional licences. For the purposes of pricing, these additional licenses will be priced based on the lower of the following:

  • The price point agreed for the initial license transaction fee relating to the subscription term
  • The price point calculated for this subsequent transaction based on the pricing calculator.

The effective unit price for the cumulative quantity of licenses purchased during the subscription term will be the average price paid over the series of license transactions.

Licence Fee Adjustments at Renewal

For our Full-Service ICEFLO products, upon renewal, your Consumption Licenses will be adjusted to carry forward any unused licenses purchased during the previous subscription term.  The quantity of new licenses purchased will be priced based on the transaction volume and our published pricing model at the time.

Payment by Credit Card

If you are paying by credit card, you authorise us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorise us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

Payment against Invoice

If you are paying by invoice, we will invoice you no more than forty five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable in respect of additional transactions. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.

Payment Information

You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your ICEFLO account. All payment obligations are non-cancellable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If you are an ICEFLO Consulting Partner that purchases services on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.

Sales Tax

All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state.  If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.

Use and Limitations of Use

Acceptable Use

You will comply at all times with our Acceptable Use Policy ("AUP") at https://www.iceflo.com/acceptableuse

Prohibited and Unauthorised Use

You will not:

  • attempt to gain unauthorised access to the Subscription Service;
  • share your account details with another person to enable them to login to the Subscription Service;
  • use or launch any automated system, including, "robots," "spiders," or "offline readers," that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser;
  • use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our service components or interferes with any other party's use of the Subscription Service;
  • access the Subscription Service other than through our interface;
  • or use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.

You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service. The Subscription Service is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), or the Federal Information Security Management Act (FISMA), so you may not use the Subscription Service where your communications would be subject to such laws. 

You will notify us right away of any unauthorised use of your Users’ identifications and passwords or your account by sending an email to support@iceflo.com.

No Sensitive Information

YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT OR MANAGE SENSITIVE INFORMATION.

YOU MUST COMPLY WITH YOUR OWN CUSTOMER INFORMATION SECURITY POLICIES AT ALL TIMES.

Use of Communication Services

You agree to use Communication Services only in compliance with any terms of use specified by each Communication Service. We do not control the content, messages or information found in the Communication Services. We will not have any liability with regards to the Communication Services and any actions resulting from your use of the Communication Services.

Third-Party Sites and Products

Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warrant the Third-Party Site or Product. This includes but is not limited to ZenDesk and LinkedIn.

3.    Subscription Terms

Term and Renewal

Your Subscription Term will be specified in your Order. Unless otherwise specified in your Order, your subscription will not automatically renew.

Auto-Renewal

If your Order explicitly specifies auto-renewal, to prevent renewal of the subscription, the required notice must be provided within the timeframe as specified in the ‘Subscription Types’ section below.   The renewal pricing set forth in your Order will apply, subject to adjustment as specified in the ‘Fees and Payments’ section above. If renewal pricing is not included in your Order, then our standard pricing available here on the date of renewal will apply

No Early Termination; No Refunds

The Subscription Term will end on the stated expiration date and the subscription cannot be cancelled early. We do not provide refunds if you decide to stop using the ICEFLO subscription during your Subscription Term. We do not provide refunds for any unused MALs at the end of the agreed subscription term.

Termination for Cause

Either party may terminate this Agreement for cause, as to any or all Subscription Services:
(i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or
(ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

 We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

Suspension for Prohibited Acts

We may suspend any User’s access to any or all Subscription Services without notice for:

  • use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement,
  • use of the ICEFLO email send service that results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by recipients, or
  • repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.

We may, without notice, review, edit and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the AUP, provided that, we have no duty to pre-screen, control, monitor or edit your Customer Data or Customer Materials.

Suspension for Non-Payment

We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.

Suspension for Present Harm

If your use of the Subscription Service:

  • is being subjected to denial of service attacks or other disruptive activity,
  • is being used to engage in denial of service attacks or other disruptive activity,
  • is creating a security vulnerability for the Subscription Service or others,
  • is consuming excessive bandwidth,
  • or is causing harm to us or others,

then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service.

We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

Suspension and Termination of Free Services

We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

Effect of Termination or Expiration  

If your paid subscription is terminated or expires, you will no longer have access to our free services. You may request the deletion of your ICEFLO account after expiration or termination of your subscription by sending a request to support@iceflo.com. You will continue to be subject to this Agreement for as long as you have access to an ICEFLO account. Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and ICEFLO Content. We shall provide you the opportunity to retrieve Customer Data after termination or expiration, depending on the type of applicable subscription as specified in the ‘Retrieval of Customer Data’ section below.

If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.

Subscription and License Types

Subscription Types

We offer a single license model only, namely our Consumption Model. The consumption model is predicated on the solution being provided “as-a-service” with all Cloud Platform infrastructure being provided by us in a configuration that we determine will meet the Service Level Agreement (available here).

License Types

We offer a single license type only, namely a Monthly Access License. All active users of ICEFLO consume a MAL when they log in to the service, irrespective of any specific user attributes e.g. authorisation level, role, permissions etc

Modifications

We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. For our Full-Service Subscriptions, we will not make changes to the Subscription Service that materially reduce the functionality provided to you during the Subscription Term. For our Free Subscriptions, we may make changes that materially reduce the functionality provided to you during the Subscription Term.

Customer Support

For our Full-Service Subscriptions, we provide a multi-channel Service Desk as part of the subscription, with no additional fees. During Standard Business Hours, we also provide 2nd and 3rd level support for the application and cloud infrastructure. The details of these customer support offerings, including hours of service, are contained in our Service Level Agreement, which can be found here. For critical rehearsal or cutover periods, we also provide a premium support offering, called Service Assurance. This elective service is provided for an hourly fee, with full details provided here.

Retrieval of Customer Data

For our Full-Service Subscriptions, as long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your subscription, we will provide you with temporary access to the Subscription Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. If we provide you with temporary access to the account, we may charge a re-activation fee. We may withhold access to Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, securely and permanently delete all Customer Data in our systems or otherwise in our control. For our Free Subscriptions, we will not provide you with any access to Customer Data after termination or expiration of your subscription. All such data will be securely and permanently deleted.

4.  General Legal Terms

Customer Data

Ownership

The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. ICEFLO do not monitor, assess or prohibit any Customer Data posted by the Customer as part of the Services. We will never share your Customer Data with any other parties.

Trial Transition

Where the Customer has been granted use of the Services on a trial basis prior to entering into this Agreement, ICEFLO shall, at the Customer’s request, arrange to transfer the data inputted by the Customer during such trial period in order that it can be accessed by the Customer as Customer Data under this Agreement.

Privacy

ICEFLO shall, in providing the Services, comply with its privacy policy relating to the privacy and security of the Customer Data available at https://www.iceflo.com/privacy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by ICEFLO in its sole discretion, with prior notice provided to the client.

Data Processing

If ICEFLO processes any personal data on the Customer’s behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and ICEFLO shall be a data processor and in any such case:

  • the personal data may only be transferred or stored outside the EEA in order to carry out the Services and ICEFLO’s other obligations under this Agreement with the Customer’s prior written consent;
  • the Customer shall ensure that they are entitled to transfer the relevant personal data to ICEFLO so that ICEFLO may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
  • the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
  • ICEFLO shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Customer from time to time;
  • ICEFLO shall comply with all applicable laws when processing data; and
  • each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
  • during any use of the service, whether under a subscription or free service agreement, the Customer will allow our support teams access to all data for the exclusive purpose of providing support services to that customer.

Customer Obligations

  • The Customer shall provide ICEFLO with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by ICEFLO in order to provide the Services, including but not limited to Customer Data, security access information and configuration services.
  • ICEFLO and the Customer shall comply with all applicable laws and regulations with respect to its activities under this Agreement and shall carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.
  • The Customer shall use reasonable efforts to ensure that the Authorised Users use the Services and the Documentation in accordance with the Terms of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement.
  • The Customer shall obtain and shall maintain all necessary licences, consents, and permissions necessary for ICEFLO, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services.
  • The Customer shall ensure that its network and systems comply with the relevant specifications provided by ICEFLO from time to time and be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to ICEFLO’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet. These include access to external ICEFLO cloud service, as well as supported browser versions.

ICEFLO Obligations

ICEFLO undertakes that the Services will be performed in accordance with the Documentation and with reasonable skill and care.

The undertaking of the above statement shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to ICEFLO’s instructions, or modification or alteration of the Services by any party other than ICEFLO or ICEFLO’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, ICEFLO will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance within 10 business days, or provide the Customer with an alternative means of accomplishing the desired performance or offer the Customer a refund. Such correction or substitution or refund constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in the statement above.  Notwithstanding the foregoing, ICEFLO:

  • Does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
  • except to the extent of fault by ICEFLO or its third parties, is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
  • This Agreement shall not prevent ICEFLO from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
  • ICEFLO warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement, and that the services and software do not infringe any third party intellectual property rights, and that they will be virus free.

Rights in the Services

  • All intellectual property rights in the Services are owned by or validly licensed to ICEFLO.
  • Software and Documentation provided in relation to the Services are provided solely in relation to the Customer’s use of the Services.

Customer Data

Limits on ICEFLO

We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service and Consulting Services to you and only as permitted by applicable law, this Agreement, and our Product Privacy Policy. If you have engaged with a partner of ours that participates in our Consulting Partner Program, we may monitor your partner’s activity within your ICEFLO account and make information related to your subscription available to your partner for the purposes of managing and improving the Consulting Partner Program. We will not use Contact Information for our own marketing purposes, except as you direct or otherwise permit.

Aggregate Data

We may monitor use of the Subscription Service by all of our customers and use the information gathered in an aggregate and anonymous manner. You agree that we may use such information, provided that such information does not incorporate any Customer Data and/or identify you.  We may, however, use Customer Data as part of internal data processes to diagnose, develop and improve the solution. With these internal data processes, in no event will Customer Data be disclosed, included within or provided to other customers or third parties.

Safeguards

We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in the geography specified in the Order.

ICEFLO’s Proprietary Rights

This is an Agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. The Subscription Service and Consulting Services are protected by intellectual property laws, they belong to and are the property of us or our licencors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the ICEFLO Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorised in writing by us. Our trademarks, which we may update at any time without notice to you, may not be used by Customers or their associates without our prior written permission.

We encourage all customers to comment on the Subscription Service or Consulting Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you.

Customer’s Proprietary Rights

As between the parties, you own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licencors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Consulting Services to you and as permitted by this Agreement. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

Confidentiality

The Receiver will:

  • protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care,
  • not use any Confidential Information for any purpose outside the scope of this Agreement,
  • not disclose Confidential Information to any third party (except our third party service providers), and
  • limit access to Confidential Information to its employees, contractors, advisors and agents.

Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any national, federal, state, or local law, statute, rule or regulation, subpoena or legal process.

Publicity

You grant us the right to add your name and company logo to our customer list and website. Additional attributed content (e.g. endorsements, testimonials, interviews and case studies) will require explicit written consent from the Customer.

Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of:

  • unauthorised or illegal use of the Subscription Service by you,
  • your noncompliance with or breach of this Agreement,
  • your use of Third-Party Products, or
  • the unauthorised use of the Subscription Service by any other person using your User information.

We will:

  • notify you in writing within thirty (30) days of our becoming aware of any such claim;
  • give you sole control of the defence or settlement of such a claim;
  • and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defence or settlement of the claim.

You shall not accept any settlement that:

  • imposes an obligation on us;
  • requires us to make an admission; or
  • imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

Disclaimers; Limitations of Liability

Disclaimer of Warranties

WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, ICEFLO CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, ICEFLO CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

No Indirect Damages

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES; PROVIDED THAT, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.

Limitation of Liability

EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF TEN THOUSAND UK STERLING OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO FIVE HUNDRED UK STERLING.

Third Party Products

WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

Agreement to Liability Limit

YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.

Miscellaneous

Amendment; No Waiver

We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Subscription Service (but, your fees and charges won’t change during the Subscription Term except as we explain in the ‘Fees and Payments’ section above.)

If we update or change these Customer Terms of Service, the updated Customer Terms of Service will be posted at https://www.iceflo.com/termsofservice and we will let you know via email or in-app notification. The updated Customer Terms of Service will become effective and binding on the next business day after it is posted. When we change these Customer Terms of Service, the "Effective From" date will be updated to reflect the date of the most recent version.

We encourage you to review these Customer Terms of Service periodically. If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

Force Majeure

Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

Actions Permitted

Except for actions for non-payment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

Relationship of the Parties

You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

Compliance with Laws

We will comply with all applicable laws in the jurisdiction in which we provide the Subscription Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all applicable laws in your use of the Subscription Service and Consulting Services, including any applicable export laws. 

Severability

If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

Notices

Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.

To ICEFLO Limited, ICEFLO (Digital) Ireland Limited, ICEFLO Inc.

Attention: Legal Counsel. Tweed Horizons Business Centre, Newtown St. Boswells, Melrose, Scottish Borders, UK TD6 0SG

To you: your address as provided in our ICEFLO Subscription account information for you. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications centre of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.

Entire Agreement

This Agreement (including each Order), along with our Product Privacy Policy and AUP, is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website unless specifically agreed in writing. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service. We might make versions of this Agreement available in languages other than English.  If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

Assignment

You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganisation, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganisation, sale of all or substantially all of our assets, change of control or operation of law.

No Third Party Beneficiaries

Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Contract for Services

This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

Authority

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

Survival

The following sections shall survive the expiration or termination of this Agreement: 'Definitions’, ‘Fees and Payments’, 'Prohibited and Unauthorised Use', ‘No Early Termination; No Refunds’, ‘Termination for Cause’, ‘Suspension for Prohibited Acts’, ‘Suspension for Non Payment’, ‘Suspension for Present Harm’, ‘Suspension and Termination of Free Services’, ‘Effect of Termination or Expiration’, ‘Retrieval of Customer Data’, ‘ICEFLO’s Proprietary Rights’, ‘Customer’s Proprietary Rights’, 'Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Miscellaneous’ and ‘Contracting Entity and Applicable Law’.  Additionally, the ‘Alpha/Beta Services’ section of the Product Disclosures page and the ‘Crowd-sourced Data’ section of our Privacy Policy shall survive expiration or termination of this Agreement.

Precedence

In the event of a conflict between the terms of the Customer Terms of Service and an Order, the terms of the Order shall control, but only as to that Order.

| Version: v1d0 | Issue Date: 02 Dec 2019 | Effective from: 01 Jan 2019 | Review Date: 31 Jun 2020