Welcome to ICYBOX!
These Terms of Service (these "Terms" or this "Agreement") contain the binding terms and conditions between you and IcyBox ("we," "our," or "us") applicable to your access to and use of the website located at www.icybox.io (the "Site"), our mobile application ("App" and, together with the Site, the "Platform"), as well as the services described in this Agreement and such other services that we may offer from time to time (collectively, the "Services").
PLEASE BE AWARE THAT SECTION 20 OF THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND ICYBOX. AMONG OTHER THINGS, SECTION 20 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION, AS WELL AS A CLASS ACTION AND JURY TRIAL WAIVER.
We may amend this Agreement at any time by posting the amended agreement on the Site and/or providing a copy to you (a "Modified Agreement"). Any Modified Agreement will be effective upon posting to the Site. Your continued use of the Services after the posting of a Modified Agreement constitutes your acceptance to the Modified Agreement. If you do not agree with any such changes, your sole and exclusive remedy is to terminate your use of the Services and your Account (defined below) may be terminated in our sole discretion.
By interacting with any of Service or the Platform, you agree that you have read, understood and accept all of the terms and conditions contained in this Agreement including all materials expressly incorporated herein, as well as any additional terms and conditions applicable to certain services ("Supplemental Terms"), which terms may be included in this Agreement or presented to you in connection with your use of the applicable Service.
As part of the Services, we offer an online marketplace through which collectors, investors, and others who are interested in watches and other collectibles ("Assets") can use to display and purchase Assets. We also offer an online wallet ("Wallet") feature to hold and manage funds for use on the Platform ("Digital Wallet"). The online marketplace enables you to buy online assets ("Iceboxes") that you can purchase and open on the Platform. Iceboxes are revealed digitally and the Assets are added to your collection. The Assets included in an Icebox and the probability of receiving any specific Asset are disclosed on the Platform. The purchase of an Icebox is a FINAL SALE and we cannot accept returns or issue refunds for Icebox purchase. Any Icebox may be terminated or removed at any time even before all Assets are distributed, including grail(s) that had not yet been distributed. When you purchase an Icebox, you are purchasing the Icebox experience and have no right or interest in any particular Icebox Asset unless and until you are in full possession of that Asset.
The buyback feature IcyBox offers ("Buyback Offer") provides you with the opportunity to sell the Asset in your Icebox back to us. After purchasing and revealing the Asset in an Icebox, a Buyback Offer is immediately generated for the Asset based on a percentage of the Asset's fair market value ("Buyback Price"). The fair market value is solely determined by IcyBox at its discretion and is not subject to negotiation or debate. IcyBox does not disclose its model for determining fair market value.
After revealing the Asset contained in the Icebox, you are required to choose between shipping the Asset to your address and selling the Asset back to us at the Buyback Price. The Asset will be automatically sold to us at the Buyback Price if you fail to ship the Asset to your address or do not reveal the Asset within the time period specified on the Platform (the "Buyback Period"). You acknowledge and agree that whether you choose to sell the Item back to us or ship the Item to your address, each option is final and irrevocable, and no reversal, refunds, or changes will be permitted after the Buyback Period expires, whether due to user error, technical failure, or any other reason.
To be eligible to use the Services, you must be at least eighteen (18) years of age or the legal age of majority in your jurisdiction (if this is higher), capable of forming a binding contract with us, and are not barred from using the Services under any applicable law. By using the Services, you represent and warrant to us that you: (a) are at least the legal age required to form a binding contract with us; (b) have the full right, power, and authority to agree to these Terms; and (c) if you are entering into these Terms on behalf of a legal entity, you have the authority to bind such legal entity to these Terms, in which case the terms "you" and "your" shall refer to you and/or the legal entity.
Your use of the Services is subject to applicable law, regulations, and sanctions. By using the Services you represent and warrant that you are not: (a) subject to applicable sanctions or restrictions including economic sanctions, export restrictions, anti-money laundering law, and trade sanctions, imposed, administered, or enforced by the United Nations Security Council, the Office of Financial Sanctions Implementation part of the HM Treasury, the United States Department of Treasury's Office of Foreign Asset Control, and the United States Department of State; (b) located in or a citizen or resident of Cuba, Iran, North Korea, Sudan, Russian-occupied regions of Donetsk, Luhansk, or Crimea, any other jurisdiction subject to comprehensive United States embargo, or where your use of the Services would otherwise violate any applicable law; or (c) subject to United States sanctions regardless of whether you are listed on a U.S. Office of Foreign Assets Control sanctioned parties list, United Nations Security Council Resolutions, HM Treasury's financial or other sanctions regime, or if your name is placed on the U.S. Commerce Department's Denied Persons List, Unverified List, or Entity List. We make no representations or warranties, express or implied, as to the lawfulness of your access or use of any Service or the Platform.
To use certain Services, you must create an account ("Account"). By creating an Account, you agree and represent that you have created your Account and you will use your Account only for yourself and not on behalf of any third party. You agree to provide true, accurate, and complete information in connection with the registration of your Account. You further agree to keep your Account information accurate, current, and complete at all times. We will have no liability or responsibility for any permanent or temporary inability to access or use the Services as a result of our inquiries.
You acknowledge and agree that you are responsible for all activities that occurs on or related to your Account and accept all risks related to or in connection with activity associated with your Account. You further agree that you are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers, API keys, or other codes associated with your Account, the Services, and the Platform. You are solely responsible for the retention and security of the access credentials, recovery codes, and any other information or data required to access or use your Account, Wallet, or mobile device ("Access Credentials"). You agree to hold us, our affiliates, representatives, agents, and personnel harmless from, and no such party shall be liable in any way, for any loss of your Access Credentials. You also agree to bear sole responsibility for any loss of funds and other assets connected to your Account due to failure to retain or secure your Access Credentials.
Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of IcyBox.
The Platform may include, without limitation, links to sites, technology, applications, products, or services which are provided or made available to you by third parties (collectively, "Third Party Services"). You acknowledge and agree that your access or use of any Third Party Service is subject to the applicable third party's terms and policies including Stripe, our third party payment service provider ("Payment Processor").
If, to the extent we permit, you use a third party service to register for or login to your Account or otherwise access or communicate with the Platform or Services ("Third Party Account"), you acknowledge and agree that your use of a Third Party Account: (a) does not relieve you of any of your responsibilities under these Terms; and (b) you will not cause us to be responsible for, and will indemnify us from, any liability arising out of the use of Third Party Account with any of Service or the Platform. We reserve the right, in our sole discretion, to prohibit any Third Party Account from connecting to the Platform or otherwise being used in connection with the Services.
We may rely on third party pricing tools ("Third Party Data") to assist in determining the value of an Asset for purposes of presenting you with a Buyback Offer. Any such valuation is provided for convenience only and is an estimate. We do not guarantee or warrant the accuracy, reliability, or correctness of any pricing data used or displayed in connection with a Buyback Offer or any other valuation we may include on the Platform. You are solely responsible for determining whether the Buyback Price is reasonable or not.
You acknowledge and agree that: (a) you are solely responsible for any and all costs, charges, and fees arising from or related to your access or use of any Third Party Service, Third Party Account, and/or Third Party Data; (b) any integration or communications between the Platform or Services with a Third Party Account or Third Party Service does not imply our endorsement or recommendation; (c) we are not responsible for the availability, reliability, accuracy, or legitimacy of any Third Party Service, Third Party Account, or Third Party Data; and (d) any dispute you have arising from or related to your interactions directly related to or in connection with a Third Party Service or Third Party Account including your intellectual property rights, is between you and the applicable third party.
Subject to these Terms, we hereby grant you a limited, revocable, non-sublicensable, non-transferable, and non-exclusive right to download the App on your compatible mobile device.
You understand and agree that you are responsible for downloading and upgrading your software and maintaining the latest version of the App on your mobile device. Failing to do so may result in you encountering content that contains out-of-date, missing, or incorrect information like important disclosures and agreement updates, as well as impacting your ability to access your Account. We will not be responsible for any losses, liabilities, fees, costs, or damages caused by your use of outdated software.
You may not access or use the Services to engage in any of the following categories of activity (each a "Prohibited Use"). The specific types of activities listed below are representative, but not exhaustive.
Without limitation to any other term or condition in these Terms, you represent and warrant to us that: (a) you will not engage in any Prohibited Use; (b) you will abide by any and all applicable laws of the jurisdiction where you are located, all local, national, and international practices regarding Internet use, and all network agreements, rules, and procedures related to or in connection with the Services; (c) your interactions and transactions in connection with the Services will comply with applicable law and regulation in your jurisdiction; (d) you have obtained sufficient information about the Services, the Platform, and all other services, applications, and features directly related to or in connection with the Services to make an informed decision regarding your use thereof; and (e) you will bear the full responsibility for any and all activities that occurs in connection with your use or access to the Services.
All pricing and payment terms for Assets ("Purchase Terms") are as indicated at the point of sale or otherwise on the Platform in connection with such Asset and/or the Services.
You understand and agree that all purchases made through the Platform are final, non-reversible, and non-refundable, unless explicitly stated otherwise in our refund policy. You affirm that you possess legal authority and capacity to conduct transactions and agree to provide accurate financial information. You acknowledge that we do not offer any guarantee or warranty, express or implied, on the authenticity of any Asset. It is your responsibility to consider these and any other applicable risks when using the Services or the Platform.
Assets are made available at prices and subject to purchase terms and/or methods identified in the applicable Terms of Purchase, or as otherwise identified on the on the Platform and/or through the Marketplace.
When you pay for an Icebox with an eligible credit card or debit card ("cards") or elect to make payment by means of wire transfer, you must supply certain details about your payment method in accordance with the Purchase Terms. You agree to pay all applicable fees and charges related to each transaction you make through the Services or on the Platform. We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions. By purchasing an Icebox, you consent and authorize our use of the Payment Processor to process your purchase. We disclaim all liability with regards to any fees or problems you have with our Payment Processor.
Unless otherwise indicated, the prices listed for Iceboxes and any of the Services we provide do not include sales tax, shipping, and handling charges. You are solely responsible for determining and paying (or reimbursing for the payment of) any and all sales, use, value-added and other taxes, duties, and assessments (excluding taxes imposed on our net income) now or hereafter claimed or imposed by any tax or other governmental authority associated with your interactions and transaction via the Platform, or Services ("Taxes"). You will pay or reimburse us for all Taxes of any jurisdiction (whether national, federal, state, local, foreign or other), including value added taxes and other similar amounts as are now or hereafter may be imposed under the authority of any national, federal, state, local, foreign or other taxing jurisdiction; and will not be entitled to deduct the amount of any such Taxes or amounts levied in lieu thereof from payments made pursuant to this Agreement.
Not all delivery options are available in all areas, nor are the same Assets available in all areas. Except as otherwise provided below, the risk of loss and title for Assets you purchased passes to you upon delivery of the Assets to the carrier. Once Assets are in transit, we are not responsible for loss, theft, or damage unless otherwise required by law. Claims related to missing or undelivered Assets may be subject to investigation, which may include coordination with the shipping carrier and/or verification of delivery records.
In order to receive redeemable funds, you must have current and accurate information related to your payment account. After the statutorily required account dormancy ends, we will escheat any unclaimed funds to the relevant authorities as necessary and may charge a dormancy fee, subject to applicable rules and regulations.
Please note that we reserve the right to decline or cancel orders placed on the Platform or Services in our sole discretion, in whole or in part, at any time, including after acceptance, in which case we will return any amounts already paid for any portions of any orders that have been cancelled. We will have no liability for any such declined or cancelled orders. We may also limit the quantity of Iceboxes or other products or services available to purchase, whether generally or by any individual user, at any given time or period or in connection with any specific Service or the Platform.
We may prohibit any user from purchasing an Icebox, Asset, or accessing or using the Platform or Services, in our sole discretion and for any reason. We also reserve the right to cancel any offer of sale in connection with the Platform or Services.
In connection with the Services, we may offer or make available certain incentives, prizes, points, or rewards for completing, participating, or otherwise completing activities like user referrals or performing a certain number of transactions through the Platform ("Rewards"). Any Reward that we may offer or make available from time to time, whether on the Platform, the Services, or otherwise, is subject to these Terms and any other applicable term or provision directly or indirectly related to or in connection with the Reward.
Any information or communication made by us regarding the potential amount of a Reward is an estimate only. We do not, in any way, represent, warrant, covenant, or guarantee the rate, multiplier, or other formula used to calculate Rewards (collectively, "Reward Rates") will, at any time, remain the same and may fluctuate up or down from time to time. You acknowledge and agree that any representations, whether express or implied regarding any Reward Rate may be based on factors including but not limited to an estimate based on general market rates and special rates during promotional periods.
By accepting these Terms, you hereby unconditionally and irrevocably confirm and agree that you understand and accept any and all risks and liabilities including financial loss arising from or in connection with Rewards. You further agree and consent that you have all necessary rights and title to any funds that you transfer to your Wallet, use to purchase any Icebox, or otherwise use in connection with the Platform or the Services, including any Reward. We reserve the right to change, modify, discontinue, or cancel any Reward we offer at our sole discretion, at any time, and without notice to you.
We do not assume responsibility for any errors, delays, or service disruptions related to your wallet or collection, nor for any loss or damage arising from your use of your Wallet or collection in your Account through the Platform or Services. We may suspend or terminate your access to the Wallet integration at any time without liability. Further, we reserve the right to modify or discontinue the Wallet, collection, and/or showcase features and access thereto, with or without notice at any time.
We make efforts to display accurately the colors, features, specifications, and details of the products available on the Platform. However, we do not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors. Your electronic display may not accurately reflect the actual colors and details of the products.
We reserve the right, but not the obligation, in our sole discretion to monitor the Platform and Services for violations of these Terms, take appropriate legal action against anyone who violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities, and otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform or Services.
We may, at our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, all or any part of the Services, the Platform, and any related product, service, or feature provided to you under or in connection with this Agreement. You acknowledge that our decision to take certain actions including limiting, suspending, or terminating your access to the Services, may be based on our confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you.
We will not be liable for any losses suffered by you resulting from any modification of the Services or the Platform or from any suspension or termination of your access to all or a portion of the Services. You acknowledge that Assets may fluctuate during any period during which your access to the Platform, the Services, and/or your Account has been suspended. You acknowledge and agree that in the event of permanent suspension or termination of the Services, funds associated with your Account and held in your Wallet may be lost and that we will have no liability for any such losses. You agree to indemnify and hold us and our affiliates, licensees, employees, agents, contractors, advisors, and service providers harmless from any claims resulting from any action taken by us and/or any of the foregoing parties during or taken as a consequence of any of the foregoing.
In addition to any and all remedies at law or equity, we may: (a) block your Wallet(s) and any other application you used to access the Services from future access to the Platform or Services; (b) delete, deactivate, or disable your Account and all related information and/or materials associated therewith, without liability to you; (c) cancel any open transaction, or other use of the Services that are pending at the time of discontinuation or termination; (d) in the event that your access is terminated due to a Prohibited Use, you will be subject to immediate sanction, including without limitation subjecting to disgorgement and/or recoupment by us of any and all amounts payable by you to us, which will immediately become due and payable.
The Services, Platform, and any and all features, tools, and functionality including all information, software, text, displays, images, video, and audio, the design, selection, and arrangement thereof, and the "look and feel" of the Services, except any open source software, are owned by us ("IcyBox Materials"), our licensors, affiliates, or service providers and are protected by applicable and/or international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
In connection with your use of the Platform or Service you may use the IcyBox Materials solely as authorized by us for as long as we permit you to continue accessing the Services. Without limiting the foregoing, you agree not to: (a) resell, lease, lend, share, distribute, or otherwise permit any third party to use the Services, IcyBox Materials; (b) modify or create derivative works of the Services or IcyBox Materials, or any portion thereof, or any data or information received by you in connection therewith; (c) frame, display, or incorporate the Services or IcyBox Materials in any website or any other work of authorship; (d) decompile, disassemble, reverse engineer, or attempt to discover the source code of the Services or IcyBox Materials; (e) use the Services or IcyBox Materials to design, develop, or create any competing product or service; (f) use the Services or IcyBox Materials for any commercial or noncommercial purpose other than their intended purposes determined at our sole discretion; (g) suggest, imply IcyBox or misrepresent any affiliation, connection, or partnership with, or endorsement by, IcyBox; or (viii) use the Services or IcyBox Materials in any service bureau environment.
We hereby permit you to use and access the Services, provided that you comply with these Terms. If any software, content, or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a non-sublicensable, non-transferable, and non-exclusive right and license to execute, access, and display such software, content, and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms.
If your use or access to the Services is in breach of these Terms, your right to access the Services will stop immediately and you must, at our sole option, return or destroy any copies of the materials that you made directly or indirectly from the Services. No right, title, or interest in or to the Services is transferred to you, and all rights not expressly granted are reserved by us. You may freely use any open-source materials up to the limits provided, but in accordance with any requirements placed, by those materials' open-source licenses. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other applicable laws.
Our name, the term "IcyBox," and "IcyBox.io," and any and all other related names, logos, product and/or service names, designs, and slogans are trademarks of IcyBox, its affiliates, or licensors.
We do not warrant the accuracy, completeness, or usefulness of any materials or information that we or a third party present on or through the Services and such information is made available solely for general information and education purposes. We disclaim all liability and responsibility arising from any reliance placed on such information or materials by you, any other user or person who may be informed of any of the Services contents, or by the actions or omissions of others interacting with the Services.
Any questions, suggestions, ideas, feedback, reviews, or other information or materials regarding the Services that you provide us with (collectively, "Feedback") are non-confidential. IcyBox will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise without acknowledgment, attribution, or compensation to you. You hereby assign to IcyBox all right, title, and interest to Feedback together with all associated intellectual property rights and waive any claim for, acknowledgement or compensation based on any Feedback or any modifications made based on any Feedback.
IcyBox is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in your use of the Services. IcyBox does not provide investment, tax, or legal advice, and you are solely responsible for any transaction, investment, strategy, decision, or other act that you make when using the Services. We may provide educational material or information on the Platform, through the Services, social media account, or other channel of communication. No communication or information provided to you by IcyBox is intended as, or shall be considered or construed as, advice. You acknowledge and agree to the fullest extent such duties or liabilities are afforded by law or by equity, such duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated, and that we shall be held completely harmless in relation thereof.
You agree to indemnify, defend and hold harmless IcyBox, its parents, subsidiaries, affiliates, officers, directors, employees, agents, partners, suppliers, consultants, advertisers, payment services promoters, and licensors, and their agents, employees, officers, directors, successors, and assigns (collectively, the "Indemnified Parties") from any losses, costs, liabilities and expenses (including reasonable attorneys' fees and costs of suit) relating to or arising out of any and all of the following: (a) your account and use of, or inability to use the Platform and/or Services; (b) your violation of these Terms; (c) your violation of any rights of another party (including another user); or (d) your violation of any applicable laws, rules or regulations. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify any of the IcyBox Indemnified Parties for such party's fraud or willful misconduct in connection with the Platform or any Services provided hereunder. You agree that the provisions in this section will survive any termination of these Terms and/or your access to the Platform and/or Services.
BY ACCESSING THE PLATFORM, USING THE SERVICES OR DOWNLOADING THE SOFTWARE, APP, OR OTHER TECHNOLOGY WE PROVIDE YOU ACKNOWLEDGE AND AGREE THAT SUCH USE IS AT YOUR OWN RISK AND THAT NONE OF THE PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR ANY OF ICYBOX, ITS AFFILIATES, SUBSIDIARIES OR ANY OF THEIR EMPLOYEES, AGENTS OR CONTRACTORS (COLLECTIVELY, "RELEASED PARTIES") ARE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, OR ANY OTHER LOSSES, COSTS, OR EXPENSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, LEGAL FEES, EXPERT FEES, COST OF PROCURING SUBSTITUTE SERVICES, LOST OPPORTUNITY, OR OTHER DISBURSEMENTS) WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, THROUGH THE ACCESS TO, USE OF, RELIANCE ON ANY MATERIAL OR CONTENT ON THE PLATFORM AND/OR SERVICES, OR BROWSING OF THE PLATFORM AND/OR SERVICES OR THROUGH YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE PLATFORM AND/OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, THE TOTAL LIABILITY OF THE RELEASED PARTIES IS LIMITED TO THE TOTAL AMOUNT YOU HAVE PAID PLATFORM IN THE 180 DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM. WITHOUT LIMITING THE FOREGOING, THE RELEASED PARTIES ASSUME NO RESPONSIBILITY, AND WILL NOT BE LIABLE, FOR ANY DAMAGES RELATING TO OR CAUSED BY ANY VIRUSES, BUGS, HUMAN ACTION OR INACTION OF ANY COMPUTER SYSTEM, PHONE LINE, HARDWARE, SOFTWARE OR PROGRAM MALFUNCTIONS, OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE PLATFORM. THE RELEASED PARTIES CANNOT AND DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE PLATFORM.
THE PLATFORM, IN WHOLE AND IN PART (INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SERVICES, AND USER MATERIALS), ARE PROVIDED, TRANSMITTED, DISTRIBUTED, AND MADE AVAILABLE "AS IS" AND "AS AVAILABLE" WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY: (A) THAT THE PLATFORM AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; (B) THAT DEFECTS OR ERRORS IN THE PLATFORM AND/OR SERVICES WILL BE CORRECTED; (C) THAT THE PLATFORM AND/OR SERVICES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (D) AS TO THE QUALITY, ACCURACY, COMPLETENESS AND VALIDITY OF ANY INFORMATION OR MATERIALS IN CONNECTION WITH THE PLATFORM AND/OR SERVICES; (E) THAT YOUR USE OF THE PLATFORM AND/OR SERVICES WILL MEET YOUR REQUIREMENTS; OR (F) THAT TRANSMISSIONS OR DATA WILL BE SECURE.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR WARRANTIES AND LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
YOU ACKNOWLEDGE AND AGREE THAT THE INDEMNIFIED PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ANY OF THE INDEMNIFIED PARTIES LIABLE, FOR THE CONDUCT, CONTENT AND COMMERCIAL ACTIVITY OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, OTHER USERS, MERCHANTS, EVENT SPONSORS AND ANY PUBLISHERS ON THE PLATFORM AND/OR SERVICES, AND THAT THE RISK OF INJURY FROM YOUR INTERACTIONS WITH SUCH THIRD PARTIES ON OR AS A RESULT OF THE PLATFORM AND/OR SERVICES RESTS ENTIRELY WITH YOU.
Please read this section carefully because it waives any right to participate in any class action or other representative action or proceeding. This section requires you to arbitrate certain disputes and limits the ways in which you can seek relief, including by precluding you from suing in court or having a jury trial.
To the extent permissible by law, any claim, controversy, or dispute arising out of or related to this Agreement, or any products or services provided in connection with the Services (each a "Dispute") must be brought in your individual capacity, and not as a plaintiff or class member in any putative class, collective action, or representative proceeding (collectively "Class Action Waiver"). The arbitrator may not consolidate more than one person's claims or engage in any arbitration on behalf of a class. You agree that, by entering into this Agreement, you are waiving the right to a trial by jury and the right to participate in a class action.
Before filing a claim against IcyBox, you agree to try to resolve the Dispute by first emailing legal@icybox.io with a description of your claim and proof of your relationship with us. If we can't resolve the Dispute within sixty days of our receipt of your first email, you or we may then submit the Dispute to binding arbitration as provided herein.
All Disputes between you and IcyBox must be resolved by final and binding arbitration. By agreeing to binding arbitration, you and IcyBox expressly waive the right to formal court proceedings including without limitation trial by jury and class action. This Agreement affects interstate commerce, and the enforceability of this section will be substantively and procedurally governed by the Federal Arbitration Act 9 U.S.C. § 1, et. Seq. ("FAA").
The arbitration shall be conducted by the International Chamber of Commerce ("ICC") under its Commercial Arbitration Rules ("ICC Rules") then in effect. If you are a consumer, the most recent version of the ICC Rules can be accessed here. These Terms shall govern any conflict between the ICC Rules and these Terms. The location and type of hearing shall be determined in accordance with the ICC Rules. Further, a party's right to request a hearing shall also be determined in accordance with the ICC Rules. Unless otherwise ordered by an arbitrator or pursuant to the ICC Rules, any in-person arbitration shall be in English and held remotely to the maximum extent and administered in New York, New York, or another mutually agreeable location.
IcyBox, the arbitrator, and you, will each maintain the confidentiality of any arbitration proceedings, judgments, and awards including information shared and produced during the arbitration.
Any arbitration must be commenced by filing a demand for arbitration within one year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. If a claim is not filed within such period, the Dispute is permanently barred.
If any portion of this section is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision shall be severed from these Terms and such severance of the provision(s) shall have no impact whatsoever on the remainder of this section. Further, to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Lastly, if any provision in this section is found to prohibit an individual claim seeking public injunctive relief, such provision shall have no effect to the extent relief is allowed to be sought outside of arbitration. The remainder of this section shall remain in full force and effect.
Notwithstanding any term or provision in this Agreement to the contrary, you and IcyBox agree that if IcyBox makes any future material change to this section, we will notify you. Your continued use of the Services including the acceptance of features and services offered following the posting of changes constitutes your acceptance of any such changes.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, USA without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding relating to the enforceability or validity of its intellectual property rights in any court of competent jurisdiction. With respect to any other proceeding not subject to arbitration under this Agreement, the courts of Delaware will have exclusive jurisdiction. You waive any objection to venue in any such courts.
These Terms, and any other document, material, or information referenced herein is particular to you and any attempt that you make to assign, novate, or transfer your rights, interests, liabilities, and/or obligations is null and void, unless you have received IcyBox's prior written consent. IcyBox reserves the right to assign our rights without restriction, including without limitation to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their successors and permitted assigns.
We reserve the right to change, suspend or discontinue, or terminate, restrict, or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice. All sections of this Agreement that by their nature should survive termination shall survive termination.
Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation, or any governmental agency whether local, state, or federal, such provision shall be interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law, and the validity or enforceability of any other provision of the Terms shall not be affected.
Headings of sections are for convenience only and shall not be used to limit or construe such sections.
You acknowledge and consent that the Services are provided by us according to our current technological capability and other business conditions. While we have made every effort to ensure continuity and security of the Services, we are unable to completely foresee and hedge against all legal, technological, and other risks. IcyBox will not be held liable for delays, failure in performance, or interruption of Services that result directly or indirectly from any cause or condition beyond our reasonable control. Such instances include: (a) acts of God such as earth earthquakes, fires, cyclones, explosions, typhoons, monsoons, landslides, lightning, storms, tempests, pandemics, droughts or meteors; (b) acts of war, whether declared or undeclared, including invasion, act of a foreign enemy, hostilities between nations, civil insurrection, or militarily usurped power; and acts of terrorism; (c) civil disorder, such as acts of a public enemy, malicious damage, terrorism, sabotage, or civil unrest; (d) embargoes or sanctions (such as confiscation, nationalization, requisition, expropriation, prohibition, restraint or damage to property by or under the order of any government or governmental authority; (e) unnatural disasters, such as ionizing radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel; (f) labor disputes, including strikes, blockades, lock-outs, or other industrial disputes; (g) failure of telecommunication outlets, including the internet, communications networks and facilities, or other infrastructure, systems, operations or of equipment relevant to the provision or use of the Services; (h) data breaches or data-processing failure or incomplete processing; and/or (i) changes in laws or regulations that may materially affect the Digital Assets and/or blockchain industries (collectively, "Force Majeure Events").
Any notices or other communications provided by us under these Terms including those regarding modifications to these Terms will be posted online, in the Services, or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures that we provide in connection with your use of the Services.
Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties and their successors and permitted assigns, any of the rights hereunder.
These Terms and every other term or provision applicable to you, including any document incorporated by reference herein, constitute the entire agreement and understanding between you and IcyBox as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including any prior versions of these Terms). Unless otherwise specifically stated, these Terms govern and control any conflict between these Terms and any other agreement you may have with IcyBox.
These Terms are set forth in the English language and all communications including any notices or information being transmitted shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience, or otherwise) into any other language, the English language text of these Terms shall prevail.