A.By using and/or visiting this website (collectively, including all content
and functionality available through the ICSales.com domain name, the "ICSales
Websitel", or "Website" or “Portal”), you signify your agreement
to (1) these terms and conditions (the "Terms of Service"), (2) ICSales
privacy notice, found at http://www.iCSales.com/Privacy-Policy and incorporated here by reference. If you do not agree to any of these terms, or the
ICSales privacy notice, please do not use the ICSales Website or Portal or
Portal.
B.Although we may attempt to notify you when major changes are made to these
Terms of Service, you should periodically review the most up-to-date version http://www.iCSales.com/Terms-and-Conditions. ICSales may, in its sole discretion,
modify or revise these Terms of Service and policies at any time, and you agree
to be bound by such modifications or revisions. Nothing in this Agreement shall
be deemed to confer any third-party rights or benefits.
C.ICSales is registered with the Florida Department of State – Division of
Corporations.ICSales, LLC is a Florida
Limited Liability Company.
2. ICSales Website or Portal
A.These Terms of Service apply to all users of the ICSales Website or Portal,
including users who are also contributors of video content, information, and
other materials or services on the Website. The ICSales Website or Portal
includes all aspects of ICSales, including but not limited to all products,
software and services offered via the website or portal.
B.The ICSales Website or Portal may contain links to third party websites
that are not owned or controlled by ICSales. ICSales has no control over, and
assumes no responsibility for, the content, privacy policies, or practices of
any third party websites. In addition, ICSales will not and cannot censor or
edit the content of any third-party site. By using the Website, you expressly
relieve ICSales from any and all liability arising from your use of any
third-party website.
C.Accordingly, we encourage you to be aware when you leave the ICSales
Website, or Portal, and to read the terms and conditions and privacy policy of
each other website that you visit.
3. ICSales Accounts
A.In order to access some features of the Website or Portal, you may have to
create an ICSales account. You may never use another's account without
permission. When creating your account, you must provide accurate and complete
information. You are solely responsible for the activity that occurs on your
account, and you must keep your account password secure. You must notify ICSales
immediately of any breach of security or unauthorized use of your account.
B.Although ICSales will not be liable for your losses caused by any
unauthorized use of your account, you may be liable for the losses of ICSales
or others due to such unauthorized use.
4. General Use of the Website—Permissions and
Restrictions
ICSales
hereby grants you permission to access and use the Website as set forth in
these Terms of Service, provided that:
A.You agree not to distribute in any medium any part of the Website,
including but not limited to User Submissions (defined below), without ICSales
prior written authorization.
B.You agree not to alter or modify any part of the Website or any of its
related technologies.
C.You agree not to access User Submissions (defined below) or ICSales
Content.
D.You agree not to use the Website for any commercial use, without the prior
written authorization of ICSales. Prohibited commercial uses include any of the
following actions taken without ICSales express approval:
§sale of access to the Website or its related services on another website;
§use of the Website or its related services for the primary purpose of
gaining advertising or subscription revenue;
§the sale of advertising, on the ICSales Website or Portal or any
third-party website, targeted to the content of specific User Submissions or ICSales
content;
§and any use of the Website or its related services that ICSales finds, in
its sole discretion, to use ICSales resources or User Submissions with the
effect of competing with or displacing the market for ICSales, ICSales content,
or its User Submissions.
E.Prohibited commercial uses do not include:
§any use that ICSales expressly authorizes in writing.
F.If you use the ICSales Website or Portal you agree that it may
automatically download and install updates from time to time from ICSales.
These updates are designed to improve, enhance and further develop the Website
and/or Portal and may take the form of bug fixes, enhanced functions, new
software modules and completely new versions. You agree to receive such updates
as part of your use of the Website and/or Portal.
G.You agree not to use or launch any automated system, including without
limitation, "robots," "spiders," or "offline
readers," that accesses the Website in a manner that sends more request
messages to the ICSales servers in a given period of time than a human can
reasonably produce in the same period by using a conventional on-line web
browser. Notwithstanding the foregoing, ICSales grants the operators of public
search engines permission to use spiders to copy materials from the site for
the sole purpose of and solely to the extent necessary for creating publicly
available searchable indices of the materials, but not caches or archives of
such materials. ICSales reserves the right to revoke these exceptions either
generally or in specific cases. You agree not to collect or harvest any
personally identifiable information, including account names, from the Website,
nor to use the communication systems provided by the Website (e.g. comments,
email) for any commercial solicitation purposes. You agree not to solicit, for
commercial purposes, any users of the Website with respect to their User
Submissions.
H.In your use of the website, you will otherwise comply with the terms and
conditions of these Terms of Service and all applicable local, national, and
international laws and regulations.
I.ICSales reserves the right to discontinue any aspect of the ICSales Website
and/or Portal at any time.
5. Your Use of Content on the Site
In
addition to the general restrictions above, the following restrictions and
conditions apply specifically to your use of content on the ICSales Website and/or
Portal.
A.The content on the ICSales Website and/or Portal, except all User
Submissions (as defined below), including without limitation, the text,
software, scripts, graphics, photos, sounds, music, videos, interactive
features and the like ("Content") and the trademarks, service marks
and logos contained therein ("Marks"), are owned by or licensed to ICSales,
subject to copyright and other intellectual property rights under the law.
Content on the Website is provided to you AS IS for your information and
personal use only and may not be downloaded, copied, reproduced, distributed,
transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for
any other purposes whatsoever without the prior written consent of the
respective owners. ICSales reserves all rights not expressly granted in and to
the Website and the Content.
B.You may access User Submissions for your information and personal use
solely as intended through the provided functionality of the ICSales Website or
Portal. You shall not copy or download any User Submission unless you see a
“download” or similar link displayed by ICSales on the ICSales Website or
Portal for that User Submission.
C.User Comments are made available to you for your information and personal
use solely as intended through the normal functionality of the ICSales Website
or Portal. User Comments are made available "as is", and may not be
used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold,
licensed, downloaded, or otherwise exploited in any manner not intended by the
normal functionality of the ICSales Website or Portal or otherwise as
prohibited under this Agreement.
D.You may access ICSales Content, User Submissions and other content only as
permitted under this Agreement. ICSales reserves all rights not expressly
granted in and to the ICSales Content and the ICSales Website or Portal.
E.You agree to not engage in the use, copying, or distribution of any of the
Content other than expressly permitted herein, including any use, copying, or
distribution of User Submissions of third parties obtained through the Website
for any commercial purposes.
F.You agree not to circumvent, disable or otherwise interfere with
security-related features of the ICSales Website or Portal or features that
prevent or restrict use or copying of any Content or enforce limitations on use
of the ICSales Website or Portal or the Content therein.
G.You understand that when using the ICSales Website or Portal, you will be
exposed to User Submissions from a variety of sources, and that ICSales is not
responsible for the accuracy, usefulness, safety, or intellectual property
rights of or relating to such User Submissions. You further understand and
acknowledge that you may be exposed to User Submissions that are inaccurate,
offensive, indecent, or objectionable, and you agree to waive, and hereby do
waive, any legal or equitable rights or remedies you have or may have against ICSales
with respect thereto, and agree to indemnify and hold ICSales, its
Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent
allowed by law regarding all matters related to your use of the site.
6. Your User Submissions and Conduct
A.As an ICSales account holder you may submit video content ("User
Videos") and textual content ("User Comments"). User Videos and
User Comments are collectively referred to as "User Submissions." You
understand that whether or not such User Submissions are published, ICSales
does not guarantee any confidentiality with respect to any User Submissions.
B.You shall be solely responsible for your own User Submissions and the
consequences of posting or publishing them. In connection with User
Submissions, you affirm, represent, and/or warrant that: you own or have the
necessary licenses, rights, consents, and permissions to use and authorize ICSales
to use all patent, trademark, trade secret, copyright or other proprietary
rights in and to any and all User Submissions to enable inclusion and use of
the User Submissions in the manner contemplated by the Website and these Terms
of Service.
C.For clarity, you retain all of your ownership rights in your User
Submissions. However, by submitting User Submissions to ICSales, you hereby
grant ICSales a worldwide, non-exclusive, royalty-free, sublicenseable and transferable
license to use, reproduce, distribute, prepare derivative works of, display,
and perform the User Submissions in connection with the ICSales Website or
Portal and ICSales (and its successors' and affiliates') business, including
without limitation for promoting and redistributing part or all of the ICSales
Website or Portal (and derivative works thereof) in any media formats and
through any media channels. You also hereby grant each user of the ICSales
Website or Portal a non-exclusive license to access your User Submissions
through the Website, and to use, reproduce, distribute, display and perform
such User Submissions as permitted through the functionality of the Website and
under these Terms of Service. The above licenses granted by you in User Videos
terminate within a commercially reasonable time after you remove or delete your
User Videos from the ICSales Website or Portal. You understand and agree,
however, that ICSales may retain, but not display, distribute, or perform,
server copies of User Submissions that have been removed or deleted. The above
licenses granted by you in User Comments are perpetual and irrevocable.
D.In connection with User Submissions, you further agree that you will not
submit material that is copyrighted, protected by trade secret or otherwise
subject to third party proprietary rights, including privacy and publicity
rights, unless you are the owner of such rights or have permission from their
rightful owner to post the material and to grant ICSales all of the license
rights granted herein.
E.You further agree that you will not, in connection with User Submissions,
submit material that is contrary to applicable local, national, and
international laws and regulations.
F.ICSales does not endorse any User Submission or any opinion,
recommendation, or advice expressed therein, and ICSales expressly disclaims
any and all liability in connection with User Submissions. ICSales does not
permit copyright infringing activities and infringement of intellectual
property rights on its Website, and ICSales will remove all Content and User
Submissions if properly notified that such Content or User Submission infringes
on another's intellectual property rights. ICSales reserves the right to remove
Content and User Submissions without prior notice.
7. Account Termination Policy
A.ICSales will terminate a User's access to its Website if, under appropriate
circumstances, they are determined to be a repeat infringer.
B.ICSales reserves the right to decide whether Content or a User Submission
is appropriate and complies with these Terms of Service for violations other
than copyright infringement, such as, but not limited to, pornography, obscene
or defamatory material, or excessive length. ICSales may remove such User
Submissions and/or terminate a User's access for uploading such material in
violation of these Terms of Service at any time, without prior notice and at
its sole discretion.
8. Digital Millennium Copyright Act
A.If you are a copyright owner or an agent thereof and believe that any User
Submission or other content infringes upon your copyrights, you may submit a
notification pursuant to the Digital Millennium Copyright Act
("DMCA") by providing our Copyright Agent with the following
information in writing (see 17 U.S.C 512(c)(3) for further detail):
§A physical or electronic signature of a person authorized to act on behalf
of the owner of an exclusive right that is allegedly infringed;
§Identification of the copyrighted work claimed to have been infringed, or,
if multiple copyrighted works at a single online site are covered by a single
notification, a representative list of such works at that site;
§Identification of the material that is claimed to be infringing or to be
the subject of infringing activity and that is to be removed or access to which
is to be disabled and information reasonably sufficient to permit the service
provider to locate the material;
§Information reasonably sufficient to permit the service provider to contact
you, such as an address, telephone number, and, if available, an electronic
mail;
§A statement that you have a good faith belief that use of the material in
the manner complained of is not authorized by the copyright owner, its agent,
or the law; and
§A statement that the information in the notification is accurate, and under
penalty of perjury, that you are authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed.
ICSales designated Copyright Agent to receive
notifications of claimed infringement is: Reade Taylor, Post. Office Box 32096, Palm
Beach Gardens, FL33420-2096,
email: copyright@iCSales.com, For clarity, only DMCA notices should go to
the Copyright Agent; any other feedback, comments, requests for technical
support, and other communications should be directed to ICSales customer
service through http://www.icsales.com/Contact-Us. You acknowledge that if you fail to
comply with all of the requirements of this Section 5(D), your DMCA notice may
not be valid.
B.Counter-Notice. If you believe that your User Submission that was removed
(or to which access was disabled) is not infringing, or that you have the
authorization from the copyright owner, the copyright owner's agent, or
pursuant to the law, to post and use the content in your User Submission, you
may send a counter-notice containing the following information to the Copyright
Agent:
§Your physical or electronic signature;
§Identification of the content that has been removed or to which access has
been disabled and the location at which the content appeared before it was
removed or disabled;
§A statement that you have a good faith belief that the content was removed
or disabled as a result of mistake or a misidentification of the content; and
§Your name, address, telephone number, and e-mail address, a statement that
you consent to the jurisdiction of the federal court in San Francisco, California,
and a statement that you will accept service of process from the person who
provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, ICSales
may send a copy of the counter-notice to the original complaining party
informing that person that it may replace the removed content or cease
disabling it in 10 business days. Unless the copyright owner files an action
seeking a court order against the content provider, member or user, the removed
content may be replaced, or access to it restored, in 10 to 14 business days or
more after receipt of the counter-notice, at ICSales sole discretion.
9. Warranty Disclaimer
YOU
AGREE THAT YOUR USE OF THE ICSALES WEBSITE OR PORTAL SHALL BE AT YOUR SOLE
RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ICSALES, ITS OFFICERS, DIRECTORS,
EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN
CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. ICSALES MAKES NO WARRANTIES
OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR
THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR
RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II)
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM
YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE
OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL
INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION
TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE
WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR
(V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY
KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED,
TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE ICSALES WEBSITE OR PORTAL. ICSALES
DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT
OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE ICSALES WEBSITE
OR PORTAL OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER
ADVERTISING, AND ICSALES WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE
FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF
PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY
MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE
CAUTION WHERE APPROPRIATE.
10. Limitation of Liability
IN
NO EVENT SHALL ICSALES, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE
LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR
INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE
WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE OR PORTAL,
(III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND
ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY
INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE OR PORTAL,
(IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO
OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS
IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF
YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE
AVAILABLE VIA THE ICSALES WEBSITE OR PORTAL, WHETHER BASED ON WARRANTY,
CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF
LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE
JURISDICTION.
YOU
SPECIFICALLY ACKNOWLEDGE THAT ICSALES SHALL NOT BE LIABLE FOR USER SUBMISSIONS
OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT
THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
The
Website is controlled and offered by ICSales from its facilities in the United States of America.
ICSales makes no representations that the ICSales Website or Portal is
appropriate or available for use in other locations. Those who access or use
the ICSales Website or Portal from other jurisdictions do so at their own
volition and are responsible for compliance with local law.
11. Indemnity
You
agree to defend, indemnify and hold harmless ICSales, its parent corporation if
applicable, officers, directors, employees and agents, from and against any and
all claims, damages, obligations, losses, liabilities, costs or debt, and
expenses (including but not limited to attorney's fees) arising from: (i) your
use of and access to the ICSales Website or Portal; (ii) your violation of any
term of these Terms of Service; (iii) your violation of any third party right,
including without limitation any copyright, property, or privacy right; or (iv)
any claim that one of your User Submissions caused damage to a third party.
This defense and indemnification obligation will survive these Terms of Service
and your use of the ICSales Website or Portal.
12. Ability to Accept Terms of Service
You
affirm that you are more than 18 years of age and are fully able and competent
to enter into the terms, conditions, obligations, affirmations,
representations, and warranties set forth in these Terms of Service, and to
abide by and comply with these Terms of Service.
13. Assignment
These
Terms of Service, and any rights and licenses granted hereunder, may not be
transferred or assigned by you, but may be assigned by ICSales without
restriction.
14. General
You
agree that: (i) the ICSales Website or Portal shall be deemed solely based in Florida; and (ii) the ICSales Website or Portal shall be
deemed a passive website that does not give rise to personal jurisdiction over ICSales,
either specific or general, in jurisdictions other than Florida. These Terms of Service shall be
governed by the internal substantive laws of the State of Florida, without respect to its conflict of
laws principles. Any claim or dispute between you and ICSales that arises in
whole or in part from your use of the ICSales Website or Portal shall be
decided exclusively by a court of competent jurisdiction located in Palm Beach County, Florida.
These Terms of Service, together with the Privacy Notice at http://www.iCSales.com/Privacy-Policy and any other legal notices published by ICSales
on the Website, shall constitute the entire agreement between you and ICSales
concerning the ICSales Website or Portal. If any provision of these Terms of
Service is deemed invalid by a court of competent jurisdiction, the invalidity
of such provision shall not affect the validity of the remaining provisions of
these Terms of Service, which shall remain in full force and effect. No waiver
of any term of this these Terms of Service shall be deemed a further or
continuing waiver of such term or any other term, and ICSales failure to assert
any right or provision under these Terms of Service shall not constitute a
waiver of such right or provision. ICSales reserves the right to amend these
Terms of Service at any time and without notice, and it is your responsibility
to review these Terms of Service for any changes. Your use of the ICSales
Website or Portal, following any amendment of these Terms of Service will
signify your assent to and acceptance of its revised terms. YOU AND ICSALES
AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE ICSALES WEBSITE
OR PORTAL MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.
OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
