ICE PORTAL TERMS AND CONDITIONS OF USE

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 you conditioned on your acceptance of the terms and conditions contained herein. Your use of the ICE Portal constitutes your agreement to all such terms and conditions.

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 and conditions. 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 the ICE Portal is offered, including but not limited to the charges associated with the use of the ICE Portal, without notice. You are responsible for regularly reviewing these terms and conditions.

USE OF ICE PORTAL SERVICE - PROFESSIONAL AND COMMERCIAL USE

The ICE Portal is a service that was designed to be used by the travel trade. Travel Suppliers (Hotels, Cruise Ships, Destinations, etc.) use the ICE Portal to manage and distribute content to travel industry distribution channels. Each supplier “Licensor” of Content (defined below) grants ICE the following rights:

Rights Granted :  Licensor hereby agrees that, by using the ICE Portal, Licensor grants ICE a non-exclusive, perpetual license to its “Content” (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 uploaded into ICE Portal). Licensor specifically grants to ICE a non-exclusive license to encode, digitize, distribute, transmit, and repurpose the Content, throughout the universe of the Internet. The Licensor agrees not to provide ICE with copyright protected content, and/or data to which it does not have the rights, as it relates to this Agreement. Licensor further agrees and acknowledges that all services provided by ICE Portal hereunder are provided in the State of Florida. 

Additional Rights:    ICE and/or its assigns shall also have the right to use the Content for the purposes of marketing and promoting the hotel and/or ICE and/or its assigns and promoting its production, marketing, and distribution services.

License, Hosting and Distribution Term:   Subject to the terms hereof, this Agreement shall be effective for a period of time commencing on the “effective date” (date approved visual content was published live and put into distribution) hereof and continuing for the time period agreed to in the Annual Fees for hosting, maintenance and distribution (unless otherwise agreed to in writing).

Optional Annual Renewal Fee:   The renewal fee shall commence one year after the effective date. If Licensor is more than 60 days delinquent on renewal payment, ICE shall have the right to remove Licensor’s Content from distribution.

Renewal:  Thereafter, this Agreement shall renew for consecutive one year terms, (each, a “Renewal Term”), unless terminated by either party in writing no later than sixty (60) days prior to the Expiration Date or terminated by ICE with or without notice, upon a breach by Licensor of these Terms and Conditions.

Ownership as to Content Produced by ICE for Client:  As between ICE and/or its assigns and Licensor, ICE and/or its assigns acknowledges and agrees that the Content and the goodwill associated therewith are the sole and exclusive property of Licensor and that all use of the Content by ICE and/or its assigns shall inure to the benefit of and be on behalf of Licensor.

Distributor (3rd parties) Use:  Licensor and/or its assigns will offer Licensee (i.e. distribution channels like Online Travel Agencies, Search Engines, Tour Operators, Meta Search providers, etc.), on a non-exclusive basis, all Content digitized by ICE and/or its assigns pursuant to this Agreement, for Licensee to host within its website or distribution channels and distribution center. In addition, Licensee shall have the non-exclusive right to license the Content for use on individual third party websites and channels, provided such third party websites and channels shall have no right (except affiliated or subsidiary companies) to syndicate, license or otherwise distribute such Content to other third parties. All use of the Content shall inure to the benefit of ICE and the Content provider.The Distributor is under no legal obligation to display the content of ICE on its (or its Affiliates) websites but will take reasonable endeavors to ensure the content is presented accurately. If the a Hotel chooses to cease distributing, broadcasting or otherwise displaying any Client Hotel Content on given Distribution Partner(s), no later than 30 days following receipt of such request, Distributor will use all due diligence to cease the display of such Client Hotel Content.

Warranties:  Licensor hereby warrants that no Content provided or uploaded to the ICE Portal and/or its assigns under this Agreement constitutes or shall constitute libel, obscenity, unlawful comparative advertising, false advertising or any other unlawful matter, or infringes in any manner any copyright, patent, trademark, trade secret, right of publicity or any other intellectual property right or any other right of any third party.

Indemnification:  Licensor 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 Content consistent with these terms and conditions and/or Licensor’s breach of any of its representations, warranties or agreements hereunder.

Licensor hereby extends the indemnification described above to any business partner of ICE, including, but not limited to, CRS companies, distribution companies (e.g. Pegasus Solutions, Inc.), GDS operators, ADS/OTA operators and any other company (and its successors, assigns, and affiliates) that receives, distributes or hosts the Content in connection with the operation of the ICE Portal database and the ICE Portal business.

Rights for Distribution:  :  ICE Portal grants the travel trade the right of use to all Content, service and technology within the ICE database. This right of use consists of the rights to access, consult and link to Content contained in the ICE Portal database. Use of the Content is for the sole purpose of promoting and marketing these elements of the Content to the travel industry clients.

In no event does the right of use include a right to use the retrieved Content, in whole or in part, to compile a media database, either by or through the such user (except by written agreement with ICE Portal), or to otherwise use the Content for purposes that compete with ICE, its affiliates or partner companies. 

Harassment in any manner or form on the ICE Portal or any of the ICE websites (the “Site”), including via e-mail and chat or by obscene or abusive language is strictly forbidden. Impersonation of others, including an ICE Portal employee, host, or representative or other members or user on the ICE Portal is prohibited.

Licensor shall not upload, distribute, or otherwise publish through the ICE Portal 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.

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 Portal, its affiliates, its partners and/or the Licensors represented within the ICE database. The collective work includes works that are licensed to ICE Portal. 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 Portal 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. Licensor acknowledges that by providing it 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 database 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 this 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.

DISCLAIMER

ICE makes no warranties or representations about the accuracy or completeness of this Site's content or the content of any site or External Sites.

THE ICE PORTAL’S SERVICE AND THE CONTENT IN THE ICE DATABASE, INCLUDING WITHOUT LIMITATION, TEXT, GRAPHICS, AND LINKS, ARE 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.

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.

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 beach of this Agreement or 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.

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. 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.

UPDATE TERMS

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, Inc.

Address:         3595 Sheridan Street
Suite 200
Hollywood, FL 33021
United States

Phone:            954-893-6778

Fax:                  954-893-6779

Email :             info@iceportal.com.