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TERMS & CONDITIONS
The terms and conditions of your use of our Site are described below. These terms and conditions may be updated or changed without notice to you. In addition, other posted guidelines and rules may be applicable to certain ICE GEAR WEBSITE services. You will be subject to those posted guidelines and rules that are applicable to the services that you use on THE ICE GEAR WEBSITE which may also be updated or changed from time-to-time.
By virtue of your use of our Site you consent to be bound by these Terms of Use.
DESCRIPTION OF SERVICE ICE2000, INC. ("ICE GEAR") currently provides its users with access to a wide variety of entertainment, information, and shopping services.
REGISTRATION In order to participate in the certain Services provided by us, it may be necessary to register. In all instances when you register for Service on our Site, you will: (1) provide current, complete, and accurate information about yourself as prompted to do so by the registration form; and (2) maintain and update such registration information as required to keep such information current, complete and accurate. If any registration data that you provide is untrue, inaccurate, not current or incomplete, we may terminate your account and rights to use our services or conduct transactions on our Site.
INTELLECTUAL PROPERTY RIGHTS (a) Our Site and all intellectual property rights included in or related to our Site(s) (including but not limited to copyrights, trademarks and service marks, as well as text, graphics, software and all codes and scripts in any format used to implement our Site) are owned or licensed by us, and all right, title and interest in our Site and such intellectual property rights remain our exclusive property. You may not, and this Agreement does not give you permission to, download, reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to our Site. Certain content may be licensed from third parties and all such third party content and all intellectual property rights related to such content belong to the respective third parties. You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on our Site or its content. If you download material displayed with our permission, you must retain all copyright and other proprietary notices displayed on the materials. (b) We shall own and retain all right, title and interest in and to any intellectual property rights related to the manufacture or configuration of the products developed with and/or sold to you to you unless we agree otherwise in writing. Nothing in this Agreement shall be construed or interpreted to entitle you to claim any rights or to convey to you any implied license in respect of any custom items design for you, or any of our specifications, designs or other intellectual property rights in the items not expressly provided for in this Agreement. (c) Trademarks include, but are not limited to, ICE GEAR. Copyrights include all materials set forth on the site.
SYSTEM INTEGRITY You may not use any device, software or routine, including but not limited to any viruses, Trojan horses, worms, time bombs or cancel bots, intended to damage or interfere or attempt to interfere with the proper working of our Site or any transaction being conducted on our Site or to surreptitiously intercept or expropriate any system, data or personal information from our Site. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to "spam" or other such unsolicited mass e-mailing techniques.
INFORMATION POSTED ON OUR WEB SITE We do not endorse any information posted or content contained on our Site and we are not liable for any information posted on our Site, including but not limited to any information posted about you. We reserve the right to take any action that we believe is appropriate in our sole discretion with respect to information posted on our Site, including but not limited to termination of your right of use. However, we cannot, nor do we control the information provided by users or content providers which is made available through our Site. By its very nature, other people's information may be offensive, harmful, inaccurate, or in some cases may be mislabeled or deceptively labeled.
LINKS Our Site may contain links to third party web sites not under our control or operation. When we provide links, we do so only as a convenience and do not endorse and are not responsible for the content, availability, advertising, products, goods, information, services, materials or any aspect of any linked site or any link contained in a linked site. You further acknowledge and agree that ICE GEAR and its subsidiaries and affiliates shall not be, directly or indirectly, responsible or liable in any way for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any linked site(s) or any goods, products, services, information, materials available through such sites.
COMPLIANCE WITH LAWS You must comply with all applicable Canadian, state or local or any applicable non-Canadian laws, statutes, ordinances and regulations regarding your use of our Site, or your purchase of products and services, and posting and retrieval of information through or on our Site. You are responsible for paying all applicable fees and taxes you incur in connection with access of our servers. YOU REPRESENT AND WARRANT TO US THAT YOU DO NOT INTEND TO USE OUR SITE TO VIOLATE ANY CANADA OR OTHER APPLICABLE LAWS.
TERMINATION AND MODIFICATION Without limiting other remedies, we may immediately, without notice, temporarily suspend, indefinitely suspend, or terminate any or all of your rights of use if you breach any term or condition of this Agreement (or the documents it incorporates by reference), or if we are unable to verify or authenticate any information you provide to us or if we believe that your actions may cause liability for you, our users or us. ICE GEAR may also in its sole discretion discontinue providing its Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under these Terms of Use may be effected without notice of any kind and that ICE GEAR may delete or deactivate any account that you may have and all related files in that account and/or bar any further access to such files or Service. You agree that ICE GEAR shall not be liable or responsible to you or any third party for any termination of your access to the Service or account termination. ICE GEAR reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service or any part thereof without notice of any kind. You agree that ICE GEAR shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
USER NAMES, PASSWORDS AND SECURITY. For some features of THE ICEGEAR WEBSITE you may be asked to create a username and password. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify ICE GEAR WEBSITE Operations of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. ICE GEAR cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 9.
PRIVACY Registration data and certain other information about you are subject to our privacy policy.
OUR RELATIONSHIP Our Site is only a site for electronic marketplace activities. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. This is an agreement between you and us and is not intended to be for the benefit of any third party.
GOVERNING LAW Our Site (excluding unaffiliated linked sites) is operated by us from our offices in Toronto, Ontario, Canada. It can be accessed from around the world. As each of these jurisdictions has laws that may differ from those of Canada, by accessing our Site, you agree that this Agreement and your use of our Site shall be governed in all respects by the internal substantive laws of Canada, without regard to conflict of laws provisions. ICE GEAR makes no representation that materials on our Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so and on their own initiative and are responsible for compliance with local laws.
DISCLAIMER OF WARRANTIES YOU EXPRESSLY AGREE AND UNDERSTAND THAT: YOU USE THIS SITE AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE BASIS." ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF OUR SITE IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL. ICE2000 INC. DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. ICE GEAR ITS PARENT, SUBSIDIARIES, PRINCIPALS AND AFFILIATES HAVE NOT MADE AND SPECIFICALLY DISCLAIM, AND YOU HAVE NOT RECEIVED, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. WE DO NOT WARRANT OR REPRESENT THAT THE CONTENT ON OUR SITE OR THE MATERIALS, INFORMATION OR FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED OR ACCESSED THROUGH OUR SITE WILL BE ACCESSIBLE OR USABLE AT ANY PARTICULAR TIME OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH OUR SITE OR ANY LINKED SITE. WE ALSO DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR SERVICES, AND OPERATION OF OUR SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL.
INDEMNIFICATION You agree to indemnify, defend and hold us and our subsidiaries and affiliates and their respective officers, directors, shareholders, members, employees and agents (the "Indemnified Parties") harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from your use of our Site, your breach of any provision of this Agreement and/or any wrongdoing by you. Any such indemnification shall be conditioned on the Indemnified Party's: (a) immediately notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control uch defense or settlement. Any Indemnified Party shall be entitled to participate in such defense at its own cost and expense. We reserve the right to report any wrongdoing, if we become aware of it, to the applicable government agencies or otherwise.
LIMITATION OF LIABILITY Our contracts with certain of our suppliers provide for scheduled maintenance and preventative, required and emergency maintenance work. We will have no liability, whatsoever, for the unavailability of our Site caused by our supplier's performance or lack of performance of the maintenance work to keep our Site operable. We will also not have any liability for any loss of data or transactions resulting from delays, non-deliveries, missed deliveries or service interruptions caused by us, any third party acts or any other web host provider or the Internet infrastructure and network external to our Site. IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND OR NATURE WHATSOEVER, OR FOR ANY LOSS OF PROFITS OR REVENUE, REGARDLESS OF WHETHER WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF OUR SITE, OUR SERVICES OR THIS AGREEMENT HOWEVER ARISING, INCLUDING CONTRACT NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. The limitations of liability provided in this Agreement inure to the benefit of ICE GEAR its subsidiaries, affiliates and to their respective officers, directors, shareholders, members, employees and agents.
OTHER GENERAL PROVISIONS If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement, and all writings and web pages incorporated by reference into this Agreement, set forth the entire understanding and agreement between us with respect to the subject matter hereof.
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