These Terms of Service apply to ICE Client.

  1. Your relationship with Mannapov, LLC

1.1 Your use of Mannapov, LLC’s products, software, services and web sites (referred to collectively as the “Services” in this document and excluding any services provided to you by Mannapov, LLC under a separate written agreement) is subject to the terms of a legal agreement between you and Mannapov, LLC. “Mannapov” means Mannapov, LLC, whose principal place of business is at 42 Cascade Caverns Rd, Boerne, Texas 78015, United States. This document explains how the agreement is made up, and sets out some of the terms of that agreement.

1.2 Unless otherwise agreed in writing with Mannapov, your agreement with Mannapov will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.

1.3 Your agreement with Mannapov will also include the terms set forth below in the ICE Client Additional Terms of Service and terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.

1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Mannapov in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.

1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.

  1. Accepting the Terms

2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.

2.2 You can accept the Terms by:

(A) clicking to accept or agree to the Terms, where this option is made available to you by Mannapov in the user interface for any Service; or

(B) by actually using the Services. In this case, you understand and agree that Mannapov will treat your use of the Services as acceptance of the Terms from that point onwards.

  1. Language of the Terms

3.1 Where Mannapov has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Mannapov.

3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

  1. Provision of the Services by Mannapov

4.1 Mannapov is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Mannapov provides may change from time to time without prior notice to you.

4.2 As part of this continuing innovation, you acknowledge and agree that Mannapov may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Mannapov’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Mannapov when you stop using the Services.

4.3 You acknowledge and agree that if Mannapov disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

  1. Use of the Services by you

5.1 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

5.2 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

5.3 Unless you have been specifically permitted to do so in a separate agreement with Mannapov, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

5.4 You agree that you are solely responsible for (and that Mannapov has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Mannapov may suffer) of any such breach.

  1. Privacy and your personal information

6.1 For information about Mannapov’s data protection practices, please read Mannapov’s privacy policy at http://www.mannapovllc.com/privacy. This policy explains how Mannapov treats your personal information, and protects your privacy, when you use the Services.

6.2 You agree to the use of your data in accordance with Mannapov’s privacy policies.

  1. Proprietary rights

7.1 You acknowledge and agree that Mannapov (or Mannapov’s licensors) own 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 in the world those rights may exist).

7.2 Unless you have agreed otherwise in writing with Mannapov, nothing in the Terms gives you a right to use any of Mannapov’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

7.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Mannapov, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Mannapov’s brand feature use guidelines as updated from time to time.

7.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

7.5 Unless you have been expressly authorized to do so in writing by Mannapov, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

  1. License from Mannapov

8.1 Mannapov gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Mannapov as part of the Services as provided to you by Mannapov (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Mannapov, in the manner permitted by the Terms.

8.2 Subject to section 1.2, you may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Mannapov, in writing.

8.3 Subject to section 1.2, unless Mannapov has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

  1. Software updates

9.1 The Software which you use may automatically download and install updates from time to time from Mannapov. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Mannapov to deliver these to you) as part of your use of the Services.

  1. Ending your relationship with Mannapov

10.1 The Terms will continue to apply until terminated by either you or Mannapov as set out below.

10.2 Mannapov may at any time, terminate its legal agreement with you if:

(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or

(B) Mannapov is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or

(C) the partner with whom Mannapov offered the Services to you has terminated its relationship with Mannapov or ceased to offer the Services to you; or

(D) Mannapov is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or

(E) the provision of the Services to you by Mannapov is, in Mannapov’s opinion, no longer commercially viable.

10.3 Nothing in this Section shall affect Mannapov’s rights regarding provision of Services under Section 4 of the Terms.

10.4 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Mannapov have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 15.6 shall continue to apply to such rights, obligations and liabilities indefinitely.

  1. EXCLUSION OF WARRANTIES

11.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 12, SHALL EXCLUDE OR LIMIT MANNAPOV’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11.2 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.”

11.3 IN PARTICULAR, MANNAPOV, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,

(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND

(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

11.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

11.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MANNAPOV OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

11.6 MANNAPOV FURTHER 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.

  1. LIMITATION OF LIABILITY

12.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 11.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT MANNAPOV, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

(A) 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 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;

(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(I) ANY CHANGES WHICH MANNAPOV MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);

(II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;

(III) YOUR FAILURE TO PROVIDE MANNAPOV WITH ACCURATE ACCOUNT INFORMATION;

(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

12.2 THE LIMITATIONS ON MANNAPOV’S LIABILITY TO YOU IN PARAGRAPH 12.1 ABOVE SHALL APPLY WHETHER OR NOT MANNAPOV HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

  1. Other content

13.1 The Services may include hyperlinks to other web sites or content or resources. Mannapov may have no control over any web sites or resources which are provided by companies or persons other than Mannapov.

13.2 You acknowledge and agree that Mannapov is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

13.3 You acknowledge and agree that Mannapov 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 materials on, or available from, such web sites or resources.

  1. Changes to the Terms

14.1 Mannapov may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Mannapov will make a new copy of the Universal Terms available at http://www.mannapovllc.com/eula and any new Additional Terms will be made available to you from within, or through, the affected Services.

14.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Mannapov will treat your use as acceptance of the updated Universal Terms or Additional Terms.

  1. General legal terms

15.1 Sometimes when you use the Services, you may (as a result of, or in connection with your use of the Services) use a service or download a piece of software which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

15.2 The Terms constitute the whole legal agreement between you and Mannapov and govern your use of the Services (but excluding any services which Mannapov may provide to you under a separate written agreement), and completely replace any prior agreements between you and Mannapov in relation to the Services.

15.3 You agree that Mannapov may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

15.4 You agree that if Mannapov does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Mannapov has the benefit of under any applicable law), this will not be taken to be a formal waiver of Mannapov’s rights and that those rights or remedies will still be available to Mannapov.

15.5 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.

15.6 The Terms, and your relationship with Mannapov under the Terms, shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions. You and Mannapov agree to submit to the exclusive jurisdiction of the courts located within the county of Kendall, Texas to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Mannapov shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Rafael NievesICE CLIENT End User License Agreement