1. Provision of Services
You acknowledge and agree that the form and nature of the Services which Icera provides may change from time to time without prior notice to you. You agree to use the Services only for purposes that are permitted by these Terms and any applicable law, and that you will not engage in any activity that interferes with or disrupts the Services.
You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Icera. Specifically, you agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers). You acknowledge and agree that Icera may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Icera’s sole discretion, without prior notice to you.
You agree that you are solely responsible for any breach of your obligations under the Terms and for the consequences (including any loss or damage which Icera may suffer) of any such breach.
2. Account Information
In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) and your affiliated company(s). You agree that any registration information you give to Icera will always be accurate, correct and up to date.
You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible to Icera for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Icera immediately.
You understand that all information (such as data files, written text, photographs or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
You agree that you are solely responsible for (and that Icera has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Icera may suffer) by doing so. You are advised and agree not to send any confidential or sensitive information via Icera or the Services.
Icera reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. You understand that by using the Services you may be exposed to Content that is false, misleading, offensive or objectionable, and that you use the Services at your own risk.
You agree that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services, may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Icera. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Icera or by the owners of that Content.
You acknowledge and agree that Icera is not responsible for the availability of any external Content, sites or resources, and does not endorse any advertising, products or services available from such web sites or resources. You acknowledge and agree that Icera is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
4. Content Disclaimer
Icera’s provision of the Services to you does not constitute an offer to sell, nor an offer to buy, any investment interest in the businesses or ventures of website users.
You are advised to and are responsible for conducting your own investigation and due diligence into any transaction opportunities or communications made known to you. If you do pursue or participate in any contact or transaction, you do so at your own risk. In no event will Icera be liable for any investment losses, commercial damages or expenses arising out of or relating to an independent transaction, agreement, or interaction between website users.
5. Limitation of Liability
You expressly understand and agree that your use of the services is at your sole risk and that the services are provided “as is” and “as available.” Icera expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
You understand and agree that Icera, its subsidiaries, affiliates and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any investment losses or loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss;
6. Icera’s Proprietary Rights
You acknowledge and agree that Icera owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Icera and that you shall not disclose such information without Icera’s prior written consent.
Unless you have agreed otherwise in writing with Icera, nothing in the Terms gives you a right to use any of Icera’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
You may not (and you may not permit anyone else to) copy, modify, hack, create a derivative work of, reverse engineer or decompile the software (or any part thereof) involved in the provision of the Services. You agree that you will not reproduce, duplicate, copy, sell, trade or re-sell the Services for any purpose.
7. General Terms
These Terms constitute the whole agreement between you and Icera concerning your use of the Services, and completely replace any prior agreements in relation thereto.
You agree that if Icera does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Icera has the benefit of under any applicable law), this will not be taken to be a formal waiver of Icera’s rights and that those rights or remedies will still be available to Icera.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
You acknowledge and agree that each person or company with which Icera is an affiliate shall be third-party beneficiaries to the Terms and that such other persons or companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them.
The Terms, and your relationship with Icera under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Icera agree to submit to the exclusive jurisdiction of the courts located within the county of Orange, California to resolve any legal matter arising from the Terms. You agree that Icera shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.