TERMS AND
CONDITIONS
The
“ICE Portal,” operated by ICE Portal, Inc. (“ICE”), is comprised of various Web
elements, media, links and Web pages. The ICE service is offered to you
conditioned on your acceptance of the terms, conditions, and notices contained
herein. Your use of the ICE portal constitutes your agreement to all such
terms, conditions, and notices.
PLEASE READ THE FOLLOWING TERMS OF USE AND
DISCLAIMERS CAREFULLY BEFORE USING THIS SERVICE.
By accessing or using the ICE Portal, you agree to these terms of use,
conditions and all applicable laws. If
Clients do not agree to these terms they may not use this service. The
provisions relating to Copyrights and Trademarks, Disclaimer, Limitation of
Liability, Indemnification, and Applicable Laws shall survive any termination.
MODIFICATION OF THESE
TERMS OF USE
ICE reserves the right to change the terms,
conditions, and notices under which ICE Portal is offered, including but not
limited to the charges associated with the use of the ICE Portal, without
notice. You are responsible for
regularly reviewing these terms and conditions.
DEFINITIONS
“Content” means any data that can be stored
in a database including text (sales copy), graphics (maps & floor plans), all
visuals (i.e. (360° panoramic images and/or streaming video, photographic
images, graphics, logos, etc.) text, audio, videos, audio, or any other content
uploaded into ICE Portal.
SERVICES
ICE Portal services include, but are not
limited to the following:
USE OF ICE PORTAL SERVICE
- PROFESSIONAL AND COMMERCIAL USE
ICE Portal is
a service that was designed to be used by the travel trade. Travel Suppliers/Clients
(Hotels, Cruise Ships, Destinations, etc.) use the ICE Portal to manage and distribute
content to travel industry distribution channels. Each Client (or “Licensor”) of
Content (defined below) grants ICE the following rights:
Rights
Granted:
Client hereby agrees that, by using the ICE Portal, Client assigns to ICE a non-exclusive,
perpetual license to use and/or distribute Client’s “Content” (Content means any
data that can be stored in a database including text (sales copy), graphics
(maps & floor plans), traditional photography (photos), virtual tours (360°
panoramic images and/or streaming video), videos, audio, or any other content
uploaded into ICE Portal). Licensor
grants to ICE, for use in the ICE Portal database, a non-exclusive license to publish,
perform, display, encode, digitize, distribute, transmit, and repurpose the Content,
throughout the universe of the Internet.
The Licensor agrees not to distribute copyright protected content, and/or data
to which they do not have the rights, as it relates to this Agreement.
Additional
Rights:
ICE and/or its assigns shall also have the right to use the Content
for the purposes of marketing and promoting the hotel, client’s business and/or
ICE and/or its assigns and promoting its production, and distribution services
if ICE and/or its affiliates have produced the materials.
License,
Hosting and Distribution Term: Subject to the terms hereof, these
terms and conditions shall be effective for a period of time commencing on the
“effective date” (date approved digital brochure was published live and put
into distribution) hereof and continuing for the time period agreed to in the
Fees for hosting, maintenance and distribution (unless otherwise agreed to in
writing).
Optional Renewal Fee:
The renewal fee shall commence one year after the effective date. If Client is more than 60 days delinquent on renewal payment, ICE shall have the
right to remove Client’s Content from distribution.
Renewal: Thereafter, this
Agreement shall renew for consecutive one year terms, (each, a “Renewal Term”),
unless terminated by either party in writing no later than sixty (60) days
prior to the Expiration Date or terminated by ICE with our without notice, upon
a breach by Client of these Terms & Conditions.
Ownership
as to Content Produced by ICE for Client: Client will pay ICE a
production/post-production rate as agreed upon by Client and ICE. Client will reimburse ICE for reasonable
expenses provided that ICE submits acceptable documentation to Client within
thirty (60) days of incurring the expenses.
ICE will deliver all visuals and/or digital images resulting from the
assignment (the “Work”).
Payment: Unless otherwise
agreed, Client will pay ICE the applicable production, hosting, management and
distribution fees outlined in an ORDER FORM, pursuant to these terms and
conditions. All payments shall be due
within 30 days from the date of invoice.
All amounts not paid by the Client within 30 days from the date of
invoice shall be past due and accrue interest at 15% per year or the maximum
rate allowable by law for any past due account, at which time ICE is entitled
to take all collection actions, including the use of a collection agency or an
attorney, and the Property shall be fully liable and solely responsible for all
reasonable associated costs and expenses, including attorneys’ fees and costs.
Grant
of Rights: ICE grants to Client the perpetual right to use, display
and reproduce, and license others to use, display and reproduce, images
produced in connection with any services ICE may perform hereunder, or in
connection with the work for hire of ICE by Client. Client may perpetually use, or authorize
others to use, any of the rights herein granted for commercial advertising or
publicity in connection with any product, commodity or service manufactured,
distributed or offered by Client, any distributor of the images, or their
successors and assigns or ICE services rendered to Client. Notwithstanding anything herein to the
contrary, in the event ICE’s services hereunder, for any reason, are deemed not
to be a work made for hire under the United States Copyright law, ICE
acknowledges and agrees that by the terms hereof, ICE hereby irrevocably
grants, sets over and assigns to Client throughout the universe, exclusively
and in perpetuity, free and clear of any and all claims, liens and
encumbrances, all right, title and interest of every kind whatsoever, whether
now known or unknown, in and to the Material and all other results and proceeds
of ICE’s services hereunder.
ICE and/or its assigns will offer the
Client, on a non-exclusive basis, all content digitized by ICE and/or its
assigns pursuant to this Agreement, for the Client to host on its website or
brand website.
ICE represents and
warrants that it is entitled to grant to Client the foregoing rights in and to
all Work submitted to Client and that the Work will be original and unaltered
and that it will not infringe another’s copyright or trademark, violate any
person’s right of privacy or contain libelous or otherwise unlawful material. ICE agrees to cooperate fully with Client in
responding to and defending against any third-party claims relating to the
Work. ICE obligations under this
paragraph will survive any termination of this agreement.
In cases where the
client is has not paid in full, or is paying over extended period in a payment
plan, for content produced by ICE Portal, all rights will be retained by ICE
Portal until which time full payment or balance due (as indicated in the terms
and conditions of the payment plan or offer) is received.
Ownership:
as to Content Provided by Client to ICE Portal: As between ICE
and/or its assigns and Client, ICE and/or its assigns acknowledges and agrees
that the Content and the goodwill associated therewith are the sole and
exclusive property of Client and that all use of the Content by ICE and/or its
assigns shall inure to the benefit of and be on behalf of Client.
Distributor
(3rd parties) Use: Client and/or its assigns will offer Licensee,
on a non-exclusive basis, all Content Hosted by ICE and/or its assigns pursuant
to this Agreement, for Licensee to display within its website or distribution
channels and distribution center. In addition, Licensee shall have the
non-exclusive right to license the Content for use on individual third party
websites and channels, provided such third party websites and channels shall
have no right (except affiliated or subsidiary companies) to syndicate, license
or otherwise distribute such Content to other third parties.
Clients
electing to use ICE Portal’s social media distribution recognize that by
selecting to use this service they are hereby relinquishing all rights to their
content, are bound by the terms and conditions inherent in each social media
site, and release ICE Portal of any damages and/or liability resulting from the
downloading, sharing, misuse, or any other improper use of their content.
Clients
wishing to distribute their Content to Sabre/Travelocity and its affiliates
will incur an addition charge of $300 per property per year for 360⁰
virtual tours and $600 per property per year for WebShows and Videos. This fee may be waived if the Client is a
member of Starwood Hotels.
Warranties: Client represents, warrants and convents that no Content provided or uploaded
to ICE Portal and/or its assigns under this Agreement constitutes or shall
constitute libel, obscenity, unlawful comparative advertising, false
advertising or any other unlawful matter, or infringes in any manner any
copyright, patent, trademark, trade secret, right of publicity or any other
intellectual property right or any other right of any third party.
Indemnification: Client will
indemnify, defend, and forever hold harmless ICE and/or its assigns and ICE
and/or its assigns’ affiliates, officers, directors, employees, agents,
shareholders, partners, and managers from and against any and all losses,
damages, liabilities, costs and expenses (including reasonable attorneys’ fees)
arising out of any claims or actions relating to the use of any Content (except
to the extent such use is indemnified against by ICE and/or its assigns) and/or
Client’s breach of any of its representations, warranties or agreements
hereunder.
Rights
for Distribution: ICE grants the travel trade the right
of use to all Content, service and technology within the ICE database. This
right of use consists of the rights to access, consult and link to Content
contained in the ICE Portal database. Use of the Content is for the sole
purpose of promoting and marketing these elements of the Content to the travel
industry clients.
In no event does the right of use include a right to use the retrieved Content,
in whole or in part, to compile a media database, either by or through the such
user (except by written agreement with ICE Portal), or to otherwise use the Content
for purposes that compete with ICE, its affiliates or partner companies.
Harassment in any manner or form on the ICE Portal or any of the ICE websites
(the “Site”), including via e-mail and chat or by obscene or abusive language
is strictly forbidden. Impersonation of others, including an ICE Portal employee,
host, or representative or other members or user on the ICE Portal is
prohibited.
Clients may not upload, distribute, or
otherwise publish through the ICE Portal any Content which is libelous,
defamatory, obscene, threatening, invasive of privacy or publicity rights,
abusive, illegal, or otherwise objectionable, or which may constitute or
encourage a criminal offense, violate the rights of any party or otherwise give
rise to liability or violate any law.
COPYRIGHTS AND TRADEMARKS
The entire Content included in ICE Portal’s
site, including but not limited to text, design, graphics, interfaces, or code
and the selection and arrangements thereof is copyrighted as a collective work
under the
TERM; TERMINATION
These
terms and conditions are applicable to Clients upon Clients accessing the Site
and/or use of the ICE technology, service and Content. In regards to Content
produced for and/or acquired by Client, the “Term” begins on the date the
Client’s Content has been approved, for distribution, by the Client and ICE
made Content available (“published live”) for distribution (the "Effective
Date") and continues for a period of one year. This Agreement will be automatically renewed
for additional one year terms, unless terminated pursuant to the paragraph
below. For purposes of this Agreement,
“Term” shall include the initial term and any renewals.
These
terms and conditions, or any of them, may be modified or terminated by ICE
without notice at any time for any reason. The provisions relating to
Copyrights and Trademarks, Disclaimer, Claims, Limitation of Liability,
Indemnification, Applicable Laws, Arbitration and General, shall survive any
termination. The termination of
this Agreement for any reason shall be without prejudice to any rights of
either party against the other which may have accrued before the date of such
termination. Upon terminating this
Agreement, for any reason, the Content may be removed from the ICE Portal.
USER PARTICIPATION
ICE Portal does not and cannot review and/or
validate all Content, communications and materials in the ICE platform, and is
not in any manner responsible for the erroneous Content and/or materials
provided, uploaded, or otherwise by any person to the ICE Portal. Clients
acknowledge that by providing Clients with the ability to view, and/or manage
(add, change, delete) and/or distribute user generated Content on the ICE platform,
ICE is merely acting as a conduit for such distribution and is not undertaking
any obligation or liability relating to any misrepresented Content within the
ICE database. However, ICE reserves the right to block or remove communications
or materials in violation of this Agreement or other ICE policies, including,
without limitation to materials that it determines to be (a) abusive,
defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in
violation of a copyright, trademark or; other intellectual property right of
another or (d) violates any law or regulation or (e) offensive or otherwise
unacceptable to ICE at its sole discretion. Provided, nothing herein should be
construed to require ICE to edit or modify content in any manner and ICE shall
not be construed as an editor or publisher of any content.
Note that any personally identifiable
information Clients may post or transmit will be treated by ICE in accordance
with ICE’s Privacy
Statement
USER SUBMISSIONS
Except for
any personally identifiable information we may collect from Clients under the
guidelines established in our Privacy
Statement, any material, information or other communication Clients
transmit, upload or post to the ICE Portal site ("Communications")
will be considered non-confidential and non-proprietary. ICE will have no
obligations with respect to the Communications. ICE and its partners and/or
affiliates will be free to distribute, incorporate and otherwise use the
Communications and all data, images, sounds, text, and other things embodied
therein for any and all commercial or noncommercial purposes.
THIRD-PARTY LINKS
In an attempt to provide increased value to
our clients, partners and users, the ICE database may contain links to other
sites on the Internet that are owned and operated by third party vendors and
other third parties (the "External Sites"). However, even if the
third party is affiliated with ICE, ICE has no control over these linked sites,
all of which have separate privacy and data collection practices, independent
of ICE. ICE has no responsibility or liability for these independent policies
or actions and is not responsible for the privacy practices or the content of
such web sites. These linked sites are only for Clients convenience and to
enhance the user experience. ICE seeks to protect the integrity of its ICE
service and the links placed upon it and therefore requests any feedback on not
only this Site, but for sites it links to as well (including if a specific link
does not work). ICE shall make its best efforts to not to link to other sites
on the Internet which may incur in illegal or unfair practices, including,
without limitation (a) abusive, defamatory, or obscene, (b) fraudulent,
deceptive, or misleading, (c) in violation of a copyright, trademark or other
intellectual property right of another or (d) in violation of any law or
regulation or (e) offensive or otherwise unacceptable. Clients should contact
the Site administrator or Webmaster if Clients have concerns regarding such
links.
DISCLAIMER
ICE makes no warranties or representations
about the accuracy or completeness of this Site's content or the content of any
site or External Sites.
ICE
filters, reviews and approves Content stored in the ICE database, before it is
“published” (goes live and becomes available for distribution). However, ICE will not be responsible for
third party links or other content, linked through a third party, even if such
content has been filtered and approved through the ICE Portal.
THE ICE PORTAL’S SERVICE
AND THE CONTENT IN THE ICE DATABASE, INCLUDING WITHOUT LIMITATION, TEXT,
GRAPHICS, AND LINKS, ARE REVIEWED AND APPROVED BY ICE, AND PROVIDED "AS
IS" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE
FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ICE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER
VIRUS, AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
ICE DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE WILL
BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE
CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE ARE
FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ICE DOES NOT MAKE ANY WARRANTIES OR
REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THIS SITE IN TERMS OF
THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS,
RELIABILITY OR OTHERWISE. NEVERTHELESS, ICE SHALL MAKE ITS BEST EFFORTS TO KEEP
ITS SITE OR THE SERVERS THAT MAKES THE SERVICE AVAILABLE FREE OF VIRUSES OR
OTHER HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, BY ACTUALIZING IN
REASONABLE TERM ITS ANTI-VIRUS SOFTWARE, AND TO PROVIDE THAT DEFECTS ARE
CORRECTED IN THE MINIMUM PERIOD POSSIBLE. THE ABOVE LIMITATIONS MAY NOT APPLY TO
CLIENTS.
LIMITATION OF LIABILITY
IN NO EVENT
SHALL ICE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL,
EXEMPLARY OR CONSEQUENTIAL, DAMAGES, OR ANY DAMAGES WHATSOEVER, EVEN IF ICE HAS
BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN
ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN
CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE INFORMATION,
SERVICES, PRODUCTS, AND MATERIALS AVAILABLE FROM THIS SITE. THESE LIMITATIONS SHALL
APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED
WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL
OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO CLIENTS.
INDEMNIFICATION
Clients
agree to indemnify, defend, and hold harmless ICE, its officers, directors,
employees, agents, Clients and suppliers (collectively the
"Provider") from and against all losses, expenses, damages and costs,
including reasonable attorneys' fees, resulting from any beach of this
Agreement or violation of these terms and conditions or any activity related to
Clients Internet account (including negligent or wrongful conduct), by Clients
or any other person accessing the ICE service using Client Internet Site.
APPLICABLE LAWS
Clients’
use of this Site shall be governed in all respects by the laws of the state of
Those who choose to
access the ICE database and use the Service from locations outside Florida do
so on their own initiative and are responsible for compliance with applicable
local laws. This Agreement shall inure to the benefit of and be
binding upon on each of the parties’ successors and assigns.
UPDATE
TERMS
ICE may
revise these Terms at any time by updating this posting. Clients should visit
this page from time to time to review the then-current Terms because they are
binding on Clients. Certain provisions of these Terms may be superseded by
expressly designated legal notices or terms located on particular pages at this
Site
OUR ADDRESS
ICE Portal, Inc.
Address:
Suite 200-204
Phone: 954-893-6778
Fax: 954-893-6779
E-Mail: info@iceportal.com