AGREEMENT BETWEEN DISTRIBUTOR AND ICE
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 distribution partners conditioned on the acceptance of the terms, conditions, and notices contained herein. The use of the ICE service 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 you do not agree to these terms you may not use this service.
MODIFICATION OF THESE TERMS OF USE
ICE
reserves the right to change the terms, conditions, and notices under which ICE
is offered, including but not limited to the charges associated with the use of
the ICE Web Portal, without notice. You are responsible for regularly reviewing
these terms and conditions.
USE OF SITE - PROFESSIONAL AND COMMERCIAL USE
ICE is a service that was designed to be used by the travel trade. ICE grants you the right of use to the content, service and technology. This right of use consists of the rights to access, consult and link to Content contained in the ICE Portal (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, which is uploaded into ICE Portal). Use of the Content is for the sole purpose of promoting and marketing these elements of the Content to the travel industry clients.Harassment in any manner or form on the Site or any of the ICE websites, including via e-mail and chat or by obscene or abusive language is strictly forbidden. Impersonation of others, including an ICE employee, host, or representative or other members or user on the ICE Service is prohibited. You may not upload, distribute, or otherwise publish through the ICE Service 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. You use the ICE Service to solicit others to join or become members of any other commercial online service or other organization.
COPYRIGHTS AND TRADEMARKS
The
entire Content included in this 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 United States and other copyright
laws, and is the property of ICE, its affiliates, its partners and/or the
clients represented within the ICE database. The collective work includes works
that are licensed to ICE. ALL RIGHTS RESERVED. All trademarks, service marks,
and trade names (collectively the "Marks") are trademarks or
registered trademarks of and are proprietary to the respective owner(s) that
have granted ICE the right and license to use such Marks.
TERM; TERMINATION
These
terms and conditions are applicable to you upon your accessing the Site and/or
use of the ICE technology, service and Content. 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.
USER PARTICIPATION
ICE 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. You acknowledge that by providing you with
the ability to view and 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 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.
Note that any personally identifiable information you 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 you under the guidelines established in our Privacy Statement, any material, information or other communication you transmit, upload or post to this 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 service 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 your 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 the ICE site, but for sites it links to as well (including if a specific link does not work).You should contact the Site administrator or Webmaster if you have any concerns regarding such links or content.
DISCLAIMER
ICE Portal makes no warranties or representations about the accuracy or completeness of the Content or the content of any site or External Sites.
ICE filters, reviews and activates 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 activated 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 ACTIVATED 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. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
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 YOU.
INDEMNIFICATION
You agree to indemnify, defend, and hold harmless ICE, its officers, directors, employees, agents, licensors and suppliers (collectively the "Provider") from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any breach of this Agreement or a violation of these terms and conditions or any activity related to your Internet account (including negligent or wrongful conduct), by you or any other person accessing the ICE service using your Internet Site. You 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 of your Content which is uploaded to the ICE Portal and/or your breach of any representations, warranties or agreements hereunder.
APPLICABLE LAWS
Your use of this Site shall be governed in all respects by the laws of the state of Florida, U.S.A., without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this Site (including but not limited to the use of the ICE database and services) shall be in the state or federal courts located in Broward County, Florida. Any cause of action or claim you may have with respect to the Site (including but not limited to the use of the ICE database and services) must be commenced within one (1) year after the claim or cause of action arises. ICE's failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. ICE may assign its rights and duties under this Agreement to any party at any time without notice to you.
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.
ARBITRATION
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with the provisions of its Commercial Arbitration Rules, including as appropriate its Procedures for Large, Complex Commercial Disputes or its International Dispute Resolution Procedures, and judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.
The arbitration proceedings shall be conducted before a panel of one neutral arbitrator if the claim is for less than USD $2 Million (exclusive of interest) or otherwise before a panel of three neutral arbitrators. All neutrals shall be either attorneys licensed to practice law in the United States actively engaged in the practice of law for at least ten years, or qualified neutrals having at least 10 years of experience with and knowledge of technology-related businesses. The language of the arbitration shall be English. The award shall be in writing, shall be signed by a majority of the arbitrators if more than one arbitrator is on the panel, and shall include a statement setting forth the reasons for the disposition of any claim. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. The place of arbitration shall be Miami, Florida. This contract shall be governed by the laws of the State of Florida, without reference to rules regarding conflicts of law and the U.N. Convention on Contracts for the International Sale of Goods (frequently referred to as the "UNCISG") shall not apply.ICE may revise these Terms at any time by updating this posting. You should visit this page from time to time to review the then-current Terms because they are binding on you. 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, Corp.
Address: 3595
Sheridan Street
Suite 200
Hollywood, FL 33021
United States
Phone:
954-893-6778
Fax:
954-893-6779
E-Mail: info@iceportal.com