PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY.
BY USING THIS SITE, YOU AGREE TO THESE TERMS AND CONDITIONS.
FIRST EFFECTIVE ON: DECEMBER 12, 2015
LATEST REVISION DATE: OCTOBER 3, 2016
Electronic Agreement - This Agreement is an electronic contract that sets out the legally binding terms of your use of the Service via the website located at ICEMEDIAENT.COM, ICEMEDIAENT.NET and all content, services, and products available at or through the Website. By accessing this Site, becoming a Member, or by making a purchase or submitting an order, the User consents to have this Agreement provided to the User in electronic form.
The terms "You" and "User" as used herein refer to all individuals and/or entities accessing this Site for any reason; and where applicable, the company or other entity with which the User is employed or otherwise affiliated (including its officers, directors, agents, managers, and employees), to the extent that the User is acting on its behalf. Furthermore, The User represents that her or she is 18 years old or older and, where applicable, authorized by his or her company or other entity to enter into this Agreement. If you are engaging in our Services on behalf of a company, you represent and warrant that you are accordingly authorized to represent the company and accept the terms and conditions of this Agreement on behalf of a company (in addition, the term "User" shall be interpreted to mean your company including all of its employees). If you are entering into this Agreement on your own behalf, or if you are not authorized to represent the company, you agree that you are personally obliged by the terms detailed in this Agreement and the term "User" refers to you.
THE USERS ACCEPTANCE OF THIS AGREEMENT
BY ACCESSING OR USING THIS SITE, ICEMEDIAENT.COM AND ICEMEDIAENT.NET OR BY OTHERWISE ACCESSING ANY CONTENT FOUND ON THE SITE (OTHER THAN TO READ THIS AGREEMENT FOR THE FIRST TIME), THE USER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW, AND BY USE OF THIS SITE THE USER AFFIRMATIVELY, EXPRESSLY, OR IMPLICITLY REPRESENTS AND WARRANTS TO ICE THAT THE USER HAS CAREFULLY REVIEWED THIS AGREEMENT; AND THAT THE USER AGREES TO ABIDE BY AND TO BE LEGALLY BOUND BY ALL SUCH TERMS AND CONDITIONS; AND THE USER AGREES TO RECEIVE REQUIRED NOTICES AND TO TRANSACT WITH US ELECTRONICALLY. IF YOU, ‘THE USER’, DO NOT AGREE, PLEASE DO NOT USE THE SITE. USERS WHO VIOLATE THESE TERMS MAY HAVE THEIR ACCESS AND USE OF THE SITE SUSPENDED OR TERMINATED, AT ICE’S DISCRETION.
ACCEPTANCE OF TERMS & THE PROVISION OF SERVICE
1) ACCEPTANCE OF TERMS & PROVISION OF SERVICES.
The User hereby understands, acknowledges, accepts, consents and agrees as follows: (a) this Agreement, incorporates by reference all other terms and conditions applicable to the User’s use of the Site set forth in any services or product agreements, or other transfers or assignments that have been or shall be entered into by and between the User with ICE; (b) this Site and its contents are for User’s personal non-commercial use only; and (c) the User’s right to use the Site is personal to the User and is not transferable to any other person or entity.
2) DESCRIPTION OF SERVICES.
3) CHANGES TO THE TERMS OF THIS AGREEMENT OR OTHER SITE POLICIES.
4) CHANGES TO SERVICES.
ICE is entitled to at any time modify, improve, or discontinue any of its content, products, services and any aspect or feature of this Site, including, but not limited to, content, hours of availability, and equipment needed for access or use, at its sole discretion and without notice to the User. ICE is entitled to provide services to the User through subsidiaries or affiliated entities. ICE reserves the right to change, remove or discontinue (temporarily or permanently) the website, or any content, service, function, feature or other part of the website at any time or without notice; and the User confirms that ICE shall not be liable to the User for any such change, remove or discontinuance.
5) ADDITIONAL TERMS AND CONDITIONS FOR SOFTWARE; EULAs.
When the User registers for or purchase the Site’s services, the User may be required to agree to one or more End-User License Agreements (or “EULAs”) which may include additional terms. The User will be bound by any EULA that the User agrees to.
6) SECURITY NOTICE: USER REGISTRATION.
The User must register on this Site in order to use certain of the Site functions, such as our blogs. If the User just wants to browse this Site, registration is optional. During registration, the User will be required to provide contact information, consisting of an email address, username and password. The User can select any username as the User likes, except that the User’s username cannot be an impersonation of another person, a term that is the same or confusingly similar to a famous trademark, or a term that is offensive in any way. The User may, but is not obligated to, use the User’s own name. If the User does use the User’s own name, the User consents to it being passed to others by use of certain of the functions of ICE and the Site such as our messaging system. ICE reserves the right to reject or remove any username.
7) SECURITY NOTICE: REGISTRATION, PASSWORDS AND RESPONSIBILITIES.
7.1 Certain areas or features of the may only be open to registered users. For any of the services requires the User to open an account, the User must complete the registration process by providing ICE with current, complete and accurate information as prompted by the applicable registration form. The User also will choose a ‘password’ and a ‘user name.’
7.3 You are solely responsible for the confidentiality and use of and access to the Site, the Services and Content that require your user name and/or password. You agree to immediately notify ICE if you become aware of the loss, theft or unauthorized use of any password, user ID or e-mail address or of any Content or Services.
7.4 Each registration and subscription is for the personal use of the registered user or subscriber only. You may not share your log-in details or password with any other person. You may not share or transfer your subscription. ICE does not allow multiple users (networked or otherwise) to access the through a single name and password and may cancel or suspend your access to the Site if you do this, or breach any of these Terms without further obligation to you.
7.5 Thus, the User acknowledges and agrees that: (a) the User is responsible for any and all activities that occur under the User’s account and for ensuring that all such use complies fully with the provisions of this Agreement; (b) the User is responsible for keeping your information and passwords up to date and confidential; (c) the User must notify ICE immediately of any unauthorized use of the User’s account or any other breach of security; (d) ICE is not liable for any loss that the User may incur as a result of someone else using the User’s password or account, either with or without the User’s knowledge, and may be held personally liable for any losses incurred by ICE; and (e) the User may not use anyone else's account at any time.
8) SECURITY NOTICE: AGE OF USERS.
9) SECURITY NOTICE: UNAUTHORIZED ACCESS & ACTIVITY.
Unauthorized access and attempts to defeat or circumvent security features, to use the Site for other than intended purposes, to deny service to the Site’s Users, to access, obtain, alter, damage, or destroy information, or otherwise to interfere with the Site or its operation is prohibited and all violators are subject to criminal and civil penalties and will be prosecuted to the fullest extent of the law, including criminal and civil prosecution. All traffic is logged and monitored for potential abuse. Evidence of such acts will be disclosed to law enforcement authorities, and be used for the purposes of criminal and civil prosecution.
10) USER CONDUCT: PROPER USE OF THIS SITE.
10.1 User shall use this Site for lawful purposes only. User shall not post or transmit through this Site any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without ICE's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a User that in ICE's discretion restricts or inhibits any other User from using or enjoying this Site will not be permitted. User shall not use this Site to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with ICE.
10.2 This Site contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of this Site are copyrighted as a collective work under the United States copyright laws. ICE owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. User may download copyrighted material for User's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of ICE and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material.
10.3 User shall not upload, post or otherwise make available on this Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of this Site User automatically grants, or warrants that the owner of such material has expressly granted ICE the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. User also permits any other User to access, view, store or reproduce the material for that User's personal use. User hereby grants ICE the right to edit, copy, publish and distribute any material made available on this Site by User.
10.4 The foregoing provisions are for the benefit of ICE, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
11) THE PROVISION OF SERVICES AND RESTRICTIONS OF USE.
11.1 The Services may contain e-mail services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable User to communicate with others (each a "Communication Service" and collectively "Communication Services"). User agrees to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, User agrees that when using the Communication Services, User will not: (a) Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise); (b) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (c) Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information; (d) Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless User own or control the rights thereto or have received all necessary consent to do the same; (e) Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; (f) Upload files that contain viruses, Trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another; (g) Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages; (h) Download any file posted by another user of a Communication Service that User know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner; (i) Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; (j) Restrict or inhibit any other user from using and enjoying the Communication Services; (k) Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; (l) Harvest or otherwise collect information about others, including e-mail addresses; (m) Violate any applicable laws or regulations; (n) Create a false identity for the purpose of misleading others; or (o) Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof.
11.2 ICE has no obligation to monitor the Communication Services. However, ICE reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. ICE reserves the right to terminate User’s access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. ICE reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in ICE's sole discretion.
11.3 Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; User is responsible for adhering to such limitations if User downloads the materials.
11.4 Always use caution when giving out any personally identifiable information in any Communication Services. ICE does not control or endorse the content, messages or information found in any Communication Services and, therefore, ICE specifically disclaims any liability with regard to the Communication Services and any actions resulting from User’s participation in any Communication Services. Managers and hosts are not authorized ICE spokespersons, and their views do not necessarily reflect those of ICE.
12) HYPERLINKS AND THIRD PARTY CONTENT.
The User acknowledges and agrees that: (a) this Site, the Content, contain links to other Internet sites that are owned and operated by third parties; (b) such links are not endorsements of any products or services in such sites, and no information in such sites have been endorsed or approved by ICE; (c) ICE is not responsible for such products, services, and information; and (d) ICE makes no representations and is not responsible for the availability of, or content located on or through, these third party websites.
13) LINKS TO THIRD PARTY SITES AND ADVERTISERS.
13.1 Parts of the Site may contain advertising or other third party content. Advertisers and other content providers are responsible for ensuring that such material complies with international and national law.
13.2 The User acknowledges and agrees that: (a) ICE is not responsible for any third party content or error, or for any omission or inaccuracy in any advertising material; (b) the Site may also contain links to other web sites, ICE is not responsible for the availability of these websites or their content; (c) ICE is not responsible for content or claims supplied by its advertisers; (d) ICE is also not responsible for any transactions or dealings between the User and any third party or any advertiser; and (e) ICE is not responsible for any claim or loss due to a third party site or any advertiser.
14) ADVERTISING, THIRD PARTY CONTENT AND OTHER WEB SITES.
Parts of the Site may contain advertising or other third party content. Advertisers and other content providers are responsible for ensuring that such material complies with international and national law. ICE is not responsible for any third party content or error, or for any omission or inaccuracy in any advertising material.
SUBSCRIPTIONS AND CANCELLATION
16) SUBSCRIPTIONS & RENEWAL..
16.1 ICE offers (or may offer) different types of subscriptions (“Subscriptions") including, for example, subscriptions to print issues of [WEBSITE NAME] ("Print Subscriptions"), access to Digital Applications and the Site ("Digital Subscriptions") and print and digital bundles. ICE reserves the right to vary the amount of content and types of service that it makes available to different categories of users at any time.
16.2 ICE will try to process your Subscription promptly but does not guarantee that your Subscription will be activated by any specified time. By submitting your payment and other subscription details, you are making an offer to us to buy a Subscription. Your offer will only be accepted by us and a contract formed when we have successfully verified your payment and contact details, at which point we will provide you (or, in the case of a gift Subscription, the recipient of the gift) with access to the Subscription. You will receive written confirmation when your Subscription offer has been accepted (beginning the fulfillment of a Subscription does not signify acceptance).
16.3 Renewal – Unless specifically stated in any Subscription offer or promotion when you place your Subscription order with us, you agree that your Subscription will, at the end of the initial subscription period (and of each renewal period thereafter), renew for the same subscription period at the renewal rate agreed at the point of order. You may cancel your Subscription at any time as set out below.
17) SETUP AND PAYMENT.
17.1 Fees – The User shall pay all fees as specified in the purchase order and in the manner and frequency described. Subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term. Except as otherwise specified herein or on the Site (a) fees are based on services purchased and not actual usage and (b) fees paid are non-refundable.
17.2 Invoicing and Payment
(a) For purchases made by credit card, PayPal (or other payment processing system accepted by ICE), the User will provide ICE with valid and updated information for such payment processing system used. The User is responsible for providing complete and accurate billing and contact information to ICE, and notifying ICE of any changes to such information.
(b) Furthermore, the User represents and warrants that (i) such information supplied is true, correct and complete, (ii) charges incurred by the User will be honored by the User's payment processing company, and (iii) User shall pay charges incurred by User at the amounts in effect at the time incurred, including all applicable taxes.
(c) Moreover, the User authorizes ICE to charge the User for all the services listed in the purchase order for the Initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, in accordance with the billing frequency stated in the purchase order. Unless otherwise stated in the purchase order, invoiced charges are due within THIRTY (30) days from the invoice date.
(d) User shall be responsible for all charges incurred through use of User's password. User agrees to keep his or her password confidential and to notify ICE within 24 hours of any breach of this User Agreement or unauthorized use of the password. ICE does not protect the User from unauthorized use of User's password.
17.3 Non-Payment: Overdue Charges – If any charges are not received from the User by the due date, then at the discretion of ICE: (a) such charges may accrue late interest at the rate of ONE AND ONE-HALF (1.5%) percent of the outstanding balance per month, or the maximum rate permitted by law, whichever is less, from the date such payment was due until the date paid, plus all expenses of collection, including reasonable attorneys’ fees and court costs; and/or (b) ICE may condition future subscription renewals and other purchases on payment terms shorter than those specified in Section 17.2 (Invoicing and Payment).
17.4 Non-Payment: Suspension of Services – If any amount owing by the User under this or any other agreement for the services of ICE is THIRTY (30) or more days overdue, ICE may, without limiting other rights and remedies that ICE might have, suspend the services provided by ICE under this Agreement to the User until such amounts are paid in full. ICE will give the User at least SEVEN (7) days’ prior notice that the User’s account is overdue, before suspending services to the User; the User will be charged all applicable fees, including fees for all Users then authorized, during any period of suspension.
17.5 Payment Disputes – If the User believes that any specific charge under this Agreement is incorrect, in order to obtain a credit, the User must contact ICE in writing within THIRTY (30) days of invoice date setting forth the nature and amount of the requested correction; otherwise invoices are final. In Addition, ICE shall not exercise its rights under Section 17.3 (Non-Payment: Overdue Charges) or Section 17.4 (Non-Payment: Suspension of Services) if the User is disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
17.6 Taxes – Unless otherwise stated, ICE’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). The User is responsible for paying all Taxes associated with its purchases hereunder. If ICE has the legal obligation to pay or collect Taxes for which the User are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by the User, unless the User provide ICE with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, ICE is solely responsible for taxes assessable against ICE based on its income, property and employees.
18.1 Unless specifically stated in any Subscription offer or promotion when you place your Subscription order, you have the right to cancel your Subscription at any time. Please note that if your Subscription includes a digital element, by placing your order you agree that we may start your Digital Subscription immediately and you acknowledge that you will lose your right to a refund in relation to any issues that have been published before you cancelled.
18.2 If you exercise your right to cancel, unless the terms of any Subscription offer or promotion state otherwise, we will reimburse all payments received from you, less a pro-rated amount for each issue delivered (if your Subscription contains a print element) or published (if your Subscription is a Digital Subscription only) before you cancelled.
18.3 In this section references to "published" includes publication on the Site, any Digital Application and/or otherwise made available digitally to customers.
18.4 If applicable, any reimbursement will be settled as described in ARTICLE 3 (FEES AND PAYMENTS) below.
19) HOW TO CANCEL YOUR SUBSCRIPTION.
19.1 You may notify us of your wish to cancel your subscription by contacting our customer service by:
Mail: ICE MEDIA ENTERTAINMENT LLC
919 EAST MAIN STREET, SUITE 1000
RICHMOND, VIRGINIA 23219
19.2 If you prefer, you may, but are not obliged to, complete the form below and send it to us by e-mail, postal mail or fax to the attention of Customer Service.
• To: ICE CUSTOMER SERVICE
• Phone: [INSERT YOUR PHONE NUMBER, IF APPLICABLE]
• I/we, [INSERT NAME], hereby give notice that I/we cancel my/our Subscription contract.
• Purchased on: [INSERT DATE OF SUBSCRIPTION]
• Customer Reference Number: [INSERT NUMBER]
• Your name: [INSERT CUSTOMER’S NAME]
• Your address: [INSERT CUSTOMER’S MAILING ADDRESS]
• Date: [INSERT DATE]
ICE shall provide your Subscription in accordance with these Terms (and the terms of any offer or promotion that may apply to your Subscription). As further detailed above you have legal rights with regards to your subscription including the right to cancel. Should you have any queries please contact our customer service.
FEES AND PAYMENTS
21) YOU ARE RESPONSIBLE FOR ANY FEES THAT ARE PAYABLE.
21.1 The price to be paid for your Subscription will be made clear to you on the Subscription order pages or otherwise during the order process and may vary from time to time. You agree to pay the fees at the rates notified to you at the time you purchase your Subscription. Eligibility for any discounts is ascertained at the time you subscribe and cannot be changed during the term of your Subscription. We will always inform you in advance of any increase in the price of your Subscription and offer you an opportunity to cancel it if you do not wish to pay the new price.
21.2 As well as Subscriptions, access to some Content may be subject to a fee. All payments (including any applicable taxes) must be made in advance in US Dollars or other currency specified by ICE. You are responsible for the payment of all charges associated with the use, by you or someone else, of the Site.
21.3 When you purchase a Subscription or access to any other Content, you must provide us with complete and accurate payment information. By submitting payment details you confirm that you are entitled to use those payment details for this purpose. If we do not receive payment authorization or any authorization is subsequently cancelled, we may immediately terminate or suspend your access to your Subscription or the Content and in suspicious circumstances we may contact the issuing bank/payment provider and/or law enforcement authorities or other appropriate third parties.
21.4 If your use of the Site or any Subscription is terminated by ICE, you will be entitled to receive a refund of any credits or pre-payments which remain unused at the time of termination unless such use is terminated because you are in breach of these Terms (which will be determined solely by ICE). You will continue to be responsible for any fees or other charges you have incurred prior to such termination.
21.5 You may be able to use the Site to purchase products or services from ICE's third party partners. In that event, your contract for such products will be with the third party partner and not with ICE.
INTELLECTUAL PROPERTY INTERESTS AND NOTIFICATIONS
22) NOTIFICATIONS: INTELLECTUAL PROPERTY.
The contents and design of the Site, and any material e-mailed to you or otherwise supplied to you in conjunction with the Site (such contents, design and materials being collectively referred to as the "Content"), is copyright of ICE and its licensors. You may not use or reproduce or allow anyone to use or reproduce any trademarks (such as "ICE" name and logo or other trade names appearing on the Site) for any reason without written permission from ICE. The software that operates the Site is proprietary software and you may not use it except as expressly allowed under these Terms. You may not copy, reverse engineer, modify or otherwise deal with the software.
23) NOTIFICATIONS: COPYRIGHTS & OTHER PROPRIETARY INFORMATION.
Each and every item and component found on or available via download through this site, including but not limited to manuscripts, written materials, text, graphics, logos, software, databases, icons, images, audio and video clips, is the exclusive proprietary property of ICE and is protected under the International treaties and copyright laws of the United States. The software on the Site may be used as a resource while accessing this Site, and their Content, but may not be used for any other purpose whatsoever. Any other use is prohibited and will constitute an infringement upon the proprietary rights of ICE or its respective owner.
24) NOTIFICATIONS: TRADEMARK.
The Site URL, WWW.ICEMEDIAENT.COM,WWW.ICEMEDIAENT.NET, and its logos are the trademark of ICE, and any use of the ICE trademark in connection with any product or service that do not belong to ICE, unless otherwise authorized in a written license agreement, will constitute an infringement upon the trademark rights of ICE and actionable under the U.S. Trademark Laws, International Trademark Laws, and the Trademark or equivalent laws of other countries. All other trademarks, brands, and names are the property of their respective owners. Except as expressly specified in these terms and legal restrictions, nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, trademark, copyright or any proprietary rights of ICE or any third party. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
25) AUTHORIZED USES OF SITE CONTENT; RESTRICTIONS.
25.1 All Content is strictly for personal, non-commercial use only.
25.2 The User hereby acknowledges and agrees that: (a) the information, data, and any materials (the ‘Content’) available on the Site and affiliate websites (‘Affiliates’) are the copyrighted works and exclusive property of ICE and Affiliates, respectively; (b) the Content may contain proprietary and confidential information including trademarks, service marks and patents protected by intellectual property laws and international intellectual property treaties; (c) the Content available on the Site and Affiliates may not be sold, reproduced, or distributed without the written permission of their respective owners; (d) any unauthorized use of the Content may violate copyright, trademark and other laws; (e) any third-party trademarks, service marks and logos are the property of their respective owners; and (f) any further rights not specifically granted herein are reserved.
25.3 Additionally, ICE hereby authorizes the User: (a) to view and make a single copy of portions of its Content for offline, personal, non-commercial use; and (b) to use such Content within the User’s organization covered by any current products or service agreements between the User or User’s organization and ICE.
25.4 Furthermore, the User hereby acknowledges and agrees that: (a) the Content cannot be modified or revised any in any manner; (b) authorized copies of the Content must retain all copyright and other proprietary notices contained in the original Content; (c) no other use of the Content is authorized; and (d) any violation of the foregoing may result in civil and/or criminal liabilities.
25.5 You may retrieve and display Content from the Site on a computer screen or mobile device, print individual pages on paper (but not photocopy them) and store such pages in electronic form on your computer or mobile device for your personal, non-commercial use. Except as expressly permitted above, you may not reproduce, modify or in any way commercially exploit any Content. In particular, but without limiting the general application of the restrictions in the previous sentence, you may not do any of the following without prior written permission from ICE: (a) reproduce or store in or transmit to any other website, newsgroup, mailing list, electronic bulletin board, server or other storage device connected to a network or regularly or systematically store in electronic or print form, all or any part of ICE Content; or (b) modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, or in any way exploit all or any part of ICE Content (including as part of any library, archive or similar service) without the prior written consent of ICE; or (c) remove the copyright or trade mark notice from any copies of Content made under these Terms.
25.6 Any use of Content not specifically permitted above is expressly prohibited. Requests for permission for other uses may be sent to:
RIGHTS AND SYNDICATION DEPARTMENT
ICE MEDIA ENTERTAINMENT LLC
919 EAST MAIN STREET, SUITE 1000
RICHMOND, VIRGINIA 23219
(Note that such permissions granted may be subject to a fee.)
26) USER-CREATED CONTENT.
26.1 You are responsible for all content you post. The Site may include comments capability, bulletin boards, discussion groups and other public areas or features that allow feedback to ICE and interaction between users and ICE representatives ("Forums"). While ICE does not control the information/materials posted to Forums by users (the "Messages"), ICE reserves the right (which it may exercise at its sole discretion without notice) to delete, move or edit the Messages and to terminate your access to and use of the Forums.
26.2 You are solely responsible for the content of your Messages. You must comply with any rules posted by ICE on a Forum. You may not:
• Post, link to or otherwise publish any Messages containing material that is obscene, racist, homophobic or sexist or that contains any form of hate speech;
• Post, link to or otherwise publish any Messages that infringe copyright;
• Post, link to or otherwise publish any Messages that are illegal, libelous, defamatory or may prejudice ongoing legal proceedings or breach a court injunction or other order;
• Post, link to or otherwise publish any Messages that are abusive, threatening or make any form of personal attack on another user or an employee of ICE;
• Post Messages in any language other than English;
• Post the same Message, or a very similar Message, repeatedly;
• Post or otherwise publish any Messages unrelated to the Forum or the Forum's topic;
• Post, link to or otherwise publish any Messages containing any form of advertising or promotion for goods and services or any chain Messages or "spam";
• Post, link to or otherwise publish any Messages with recommendations to buy or refrain from buying a particular security or which contain confidential information of another party or which otherwise have the purpose of affecting the price or value of any security;
• Disguise the origin of any Messages;
• Impersonate any person or entity (including ICE employees or Forum guests or hosts) or misrepresent any affiliation with any person or entity;
• Post or transmit any Messages that contain software viruses, files or code designed to interrupt, destroy or limit the functionality of the Site or any computer software or equipment, or any other harmful component;
• Collect or store other users' personal data; and/or
• Restrict or inhibit any other user from using the Forums.
26.3 By submitting Messages to any Forum you agree to indemnify and hold harmless ICE from all claims, costs and expenses (including legal expenses and attorney fees) arising out of any Messages posted or published by you that are in breach of this section.
26.4 ICE has no control over individuals posting Messages on any Forum. ICE cannot guarantee the accuracy, integrity or quality of any Messages. Some users may breach these terms and post Messages that are misleading, untrue or offensive. You must bear all risk associated with your use of the Forum.
26.5 By submitting a Message to a Forum you are granting ICE a perpetual, irrevocable, royalty free non-exclusive license to reproduce, modify, translate, make available, distribute and sub-license the Message in whole or in part, and in any form. This may include personal information such as your user or pen name and your expressions of opinion. ICE reserves the right to contact you by e-mail about your use of the Forums. You waive any moral rights that you may have in regard to the Messages you submit.
26.6 It is not possible for ICE to fully and effectively monitor Messages infringement of third-party rights. If you believe that any content infringes your legal rights, you should notify ICE immediately by contacting our customer service centre or by using the "Report Abuse" function on reader comments. Repeated misuse of the “Report Abuse" function will result in your access to the Forums being terminated.
DMCA COPYRIGHT POLICY & OTHER PROPRIETARY NOTICES
27) UNSOLICITED IDEA SUBMISSION POLICY.
ICE or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. Please do not send any original creative artwork, samples, demos, or other works. The sole purpose of this policy is to avoid potential misunderstandings or disputes when products or marketing strategies of this Site might seem similar to ideas submitted. So, please do not send your unsolicited ideas to ICE. If, despite our request that you not send us your ideas and materials, you still send them, please understand that ICE makes no assurances that your ideas and materials will be treated as confidential or proprietary.
28) SUBMISSION OF COMMENTS & FEEDBACK: ASSIGNMENT OF RIGHTS.
The User acknowledges and agrees that: (a) all comments, feedback, information or materials submitted to this Site through or in association with this ICE shall be considered non-confidential and the property of ICE; (b) by submitting such comments, information, feedback, or materials to this Site or ICE, the User agree to a royalty free, irrevocable assignment to ICE of worldwide rights to use, copy, modify, publish, display and distribute the submissions worldwide; (c) this Site may use such comments, information or materials in any way it chooses in an unrestricted basis; and (d) the User confirms and warrants that the User has the required authority to grant the above license to ICE.
29) COPYRIGHT INFRINGEMENT: REPEAT INFRINGERS.
29.1 We respect the intellectual property rights of others, and we prohibit users from uploading, posting or otherwise transmitting on this website or by use of any of our services any materials that violate another party’s intellectual property rights.
29.2 It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of users who may repeatedly infringe or violate the copyrights or other intellectual property rights of any party.
30) NOTIFICATION OF ALLEGED COPYRIGHT INFRINGEMENT.
30.1 If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the web site, with enough detail that we may find it on the web site; (d) your address, telephone number, and email address; (e) your statement that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and (f) your statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
30.2 This Site’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
Mail: ICE MEDIA ENTERTAINMENT LLC
919 EAST MAIN STREET, SUITE 1000
RICHMOND, VIRGINIA 23219
DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY
31) PROVISIONING OF SERVICES – WARRANTY DISCLAIMERS & LIABILITY LIMITATIONS.
31.1 DISCLAIMER OF WARRANTIES - THE USER EXPRESSLY AGREES THAT USE OF ICE IS AT THE USER'S SOLE RISK. NEITHER ICE NOR ANY OF ITS EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT ICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF ICE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH ICE.
31.2 OUR WEBSITES, ICEMEDIAENT.COM, ICEMEDIAENT.NET, ILENECAROL.COM, YOURBFFONLINE.COM, WEBDESIGN4MODELS.COM, WEBDESIGN4MODELS.NET, THEBLOGPIMP.COM, EXTENDEDHUGS.COM, NEWLEAGUEMAG.COM AND WQMAGAZINE.COM, IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
31.3 LIMITATION OF LIABILITY - THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. USER SPECIFICALLY ACKNOWLEDGES THAT ICE IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH USER.
31.4 THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE USER AND ICE, AND/OR AFFILIATES. ICE WOULD NOT PROVIDE THIS SITE AND INFORMATION WITHOUT SUCH LIMITATIONS. NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER ARE MADE AS TO THE ACCURACY, ADEQUACY, RELIABILITY, CURRENTNESS, COMPLETENESS, SUITABILITY OR APPLICABILITY OF THE INFORMATION TO A PARTICULAR SITUATION.
31.5 IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, ICE, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN, ICEMEDIAENT.COM, ICEMEDIAENT.NET, ILENECAROL.COM, YOURBFFONLINE.COM, WEBDESIGN4MODELS.COM, WEBDESIGN4MODELS.NET, THEBLOGPIMP.COM, EXTENDEDHUGS.COM, NEWLEAGUEMAG.COM AND WQMAGAZINE.COM, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.
31.6 IN JURISDICTIONS WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT ALLOWED THE LIABILITY OF ICE IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
32) THE CONTENT – WARRANTY DISCLAIMERS & LIABILITY LIMITATIONS.
32.1 ICE has attempted to provide accurate Content but assumes no responsibility for the accuracy and completeness of that information or materials. In furtherance of the intent to provide accurate Content, ICE may make changes to the Content at any time without notice. However, by the declaration of this intent ICE does not make any specific commitment to update the Content, and as a result may be out of date.
32.2 DISCLAIMER OF WARRANTIES – THE USER UNDERSTANDS AND AGREES THAT THE USE BY THE USER OF ICE IS ENTIRELY AT THE USER’S OWN RISK. SPECIFICALLY STATED, THE INFORMATION OBTAINED FROM OR THROUGH ICE, THE CONTENT, AND AFFILIATES IS PROVIDED “AS-IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). TAKE NOTICE THAT THE INFORMATION MAY CONTAIN ERRORS, PROBLEMS OR OTHER LIMITATIONS.
32.3 LIMITATION OF LIABILITY – THE USER UNDERSTANDS AND AGREES THAT ICE IS NOT LIABLE FOR ANY DAMAGES INCURRED BY THE USER OR BY ANY THIRD PARTY RESULTING FROM THE USE OF INACCURATE INFORMATION CONTAINING ERRORS, PROBLEMS OR OTHER LIMITATIONS; AND SUCH USE WAS BY THE USER OR BY SUCH THIRD PARTY OBTAINING ACCESS TO SAID USE THROUGH THE USER, WITH OR WITHOUT THE KNOWLEDGE OF OR THE CONSENT GIVEN BY THE USER AND WITH OR WITHOUT THE KNOWLEDGE OF OR THE AUTHORIZATION GIVEN BY ICE, OR THE USE WAS BY ANOTHER USER, GIVEN AUTHORIZED ACCESS BY ICE OR OBTAINED UNAUTHORIZED ACCESS WITH OR WITHOUT THE KNOWLEDGE OF THE USER OR ICE; AND NEITHER THE USER NOR THE THIRD PARTY OBTAIN ANY RIGHTS, FOR ANY CLAIMS OR ANY REMEDIES, AND FOR ANY AMOUNT OR TO ANY EXTENT AGAINST ICE.
32.4 ICE ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE). IRREGARDLESS WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
32.5 THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE USER AND ICE, AND/OR AFFILIATES. ICE WOULD NOT PROVIDE THIS SITE AND INFORMATION WITHOUT SUCH LIMITATIONS. NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER ARE MADE AS TO THE ACCURACY, ADEQUACY, RELIABILITY, CURRENTNESS, COMPLETENESS, SUITABILITY OR APPLICABILITY OF THE INFORMATION TO A PARTICULAR SITUATION.
32.6 FURTHERMORE, IN NO EVENT SHALL ICE, OR AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF ICE, THE CONTENT, AFFILIATES, OR ANY LINKED THIRD-PARTY WEBSITE, OR THE MATERIALS, INFORMATION, OR SOFTWARE CONTAINED AT ANY OR ALL SUCH WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF USE, BY THE USER, OF ICE, THE CONTENT, AFFILIATES, THE MATERIALS, INFORMATION, OR SOFTWARE ON ANY SUCH WEBSITES RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, THE USER ASSUMES ALL COSTS THEREOF. FURTHERMORE, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN ICE, THE CONTENT, OR AFFILIATES ARE DISCLAIMED.
32.7 IN JURISDICTIONS WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT ALLOWED THE LIABILITY OF ICE IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
33) THE WEBSITE SOFTWARE – WARRANTY DISCLAIMERS & LIABILITY LIMITATIONS.
33.1 WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT.
33.2 DISCLAIMER OF WARRANTIES – EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, ICE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
33.3 IF THE SOFTWARE COMPANY MAKES AVAILABLE AS PART OF THE SERVICES OR IN ITS SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. ICE DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES. PLEASE RESPECT THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS WHEN USING THE TOOLS AND UTILITIES MADE AVAILABLE ON THE SERVICES.
33.4 LIMITATION OF LIABILITY – IN NO EVENT SHALL ICE AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF SOFTWARE.
33.5 THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE USER AND ICE, AND/OR AFFILIATES. ICE WOULD NOT PROVIDE THIS SOFTWARE WITHOUT SUCH LIMITATIONS. NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER ARE MADE AS TO THE ACCURACY, ADEQUACY, RELIABILITY, CURRENTNESS, COMPLETENESS, SUITABILITY OR APPLICABILITY OF THE INFORMATION TO A PARTICULAR SITUATION.
33.6 N NO EVENT WILL ICE, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING ICEMEDIAENT.COM, ICEMEDIAENT.NET, ILENECAROL.COM, YOURBFFONLINE.COM, WEBDESIGN4MODELS.COM, WEBDESIGN4MODELS.NET, THEBLOGPIMP.COM, EXTENDEDHUGS.COM, NEWLEAGUEMAG.COM AND WQMAGAZINE.COM OR THE ICE SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE ICEMEDIAENT.COM, ICEMEDIAENT.NET, ILENECAROL.COM, YOURBFFONLINE.COM, WEBDESIGN4MODELS.COM, WEBDESIGN4MODELS.NET, THEBLOGPIMP.COM, EXTENDEDHUGS.COM, NEWLEAGUEMAG.COM AND WQMAGAZINE.COM. USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SITE.
33.7 IN JURISDICTIONS WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT ALLOWED THE LIABILITY OF ICE IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
34) HEADINGS. Headings are used for convenience of reference only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect this Agreement.
Notices to ICE must be given in writing, by letter, and sent to ICE MEDIA ENTERTAINMENT LLC, 919 EAST MAIN STREET, SUITE 1000, RICHMOND, VIRGINIA 23219 (address to the attention of ICE GENERAL COUNSEL).
The failure of any party to insist on or enforce strict performance of any provision of this Agreement or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver will be construed as a waiver of any other and/or succeeding breach of such provision or a waiver of the provision itself; otherwise, no resulting waiver, that are not made in writing, by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.
37) ELECTRONIC DELIVERY STATEMENT AND THE USER’S CONSENT.
The User agrees that we may provide to the User notices and other information concerning ICE or this Site electronically, including notice to any email address that the User may provide.
38) FORCE MAJEURE.
Neither party will be responsible for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, acts of god, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, service outages resulting from equipment and/or software failure and/or telecommunications failures, power failures, network failures, failures of third party service providers (including providers of internet services and telecommunications). The party affected by any such event shall notify the other party within a maximum of FIFTEEN (15) days from its occurrence. The performance of this Agreement shall then be suspended for as long as any such event shall prevent the affected party from performing its obligations under this Agreement.
39) TERM AND TERMINATION OF USE.
39.1 The terms of this Agreement will continue to apply in perpetuity until terminated by either the User or ICE with or without notice at any time for any reason.
39.2 ICE may, in its sole discretion, terminate or suspend the User’s access to and/or use of all or part of the Site, Services or Content at any time, with or without cause by delivering notice to the User.
39.3 In the event this Agreement is terminated, the restrictions regarding the materials appearing on the Site, Affiliates, and any linked third-party website and the representations and warranties, indemnities, and limitation of liabilities set forth in this Agreement shall survive any such termination.
39.4 These rights of termination are in addition to all other rights and remedies available to ICE under these Terms or by law.
40) INTERNATIONAL USE.
We make no representation that content on this Site is appropriate or available for use in locations outside the United States. If the User chooses to access this Site from a location outside the United States, the User does so on the User’s own initiative and the User is responsible for compliance with local laws.
User agrees to defend, indemnify and hold harmless ICE, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of ICE by User or User's Account.
42) BINDING ARBITRATION.
The User agrees that any disputes or claims that the User may have against ICE will be (except as stated below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available that the AAA web site www.adr.org. The determination of whether a dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. The User’s arbitration fees and the User’s share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, ICE will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, and will provide a statement of reasons if requested by a party. Except as otherwise provided in this Agreement, the User and ICE may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. THE USER UNDERSTANDS THAT ABSENT THIS PROVISION, THE USER WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE THE RIGHT TO A JURY TRIAL.
Each party acknowledges and agrees that the rights granted to the other party in this Agreement are non-exclusive, and that, without limiting the generality of the foregoing, nothing in this Agreement shall be deemed or construed to prohibit either party from participating in similar business arrangements as those described herein.
44) CHANGES TO THE TERMS.
ICE reserves the right to modify these terms from time to time at its sole discretion and without any notice. Changes to these terms become effective on the date they are posted, and the User’s continued use of the Site after such changes will signify and imply that the User agreed to be bound by them.
45) CHOICE OF LAW, JURISDICTION, VENUE AND FORUM FOR RESOLVING DISPUTES.
45.2 The User further agrees that any disputes or claims that the User may have against ICE will be resolved by a court located in the State of Virginia, USA, and the User agrees and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
46) ENTIRE AGREEMENT: SEVERABILITY AND INTEGRATION
This Agreement and any supplemental terms, policies, rules and guidelines posted on this Site constitutes the entire agreement between the User and ICE and supersede all previous written or oral agreements. The User may be subject to additional terms and conditions when the User uses, purchases, or accesses other services, Affiliate services or third-party content or material. If any provision of this Agreement is deemed void, unlawful or otherwise unenforceable for any reason, that provision shall be severed from this Agreement and the remaining provisions of this Agreement shall remain in force. This contains the entire Agreement between the User and ICE concerning the use by the User of the Site, the Content, and Affiliates.
Any rights not expressly granted herein are reserved.
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