Last Updated: January 17, 2023
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
1. Overview. Iconic Air provides sustainability tools to help companies track, understand, and reduce carbon emissions. Through our SaaS platform, we deliver metrics and analytics to help carbon-emitting companies manage, calculate, visualize, and report emissions data more frequently.
2.1. Permitted Use. Subject to your compliance with the terms and conditions of this Agreement, Iconic Air grants you a limited, non-exclusive, non-transferable, sub-licensable, revocable right, during the term of this Agreement, to access and use the Site and any materials posted on the Site.
2.2. Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) distribute, reproduce, publicly perform, or publicly display theSite; (b) modify or create derivative works of the Site or copy any element of the Site; or (c) circumvent, disable, or otherwise interfere with theSite’s operation, security, or other technical features or measures of the Site(including any security or access control mechanism).
3. Support. To the extent you experience any issues relating to the Site, please contact us at support@IconicAir.io. Notwithstanding the foregoing, you hereby acknowledge and agree that Iconic Air is under no obligation to support or maintain the Site or to provide any updates, upgrades, or other technical or maintenance support you with respect to the Site.
4. Suspension of Services. Iconic Air reserves the right to modify or discontinue the Site at any time(including by limiting or discontinuing certain features of the Site),temporarily or permanently, without notifying you. Iconic Air will have no liability for any change to the Site or any suspension or termination of your access to or use of the Site.
6. CommercialTerms. If you have separately purchased access to, or use of, Iconic Air’s SaaS platform or other Iconic Air services, your access to and use of those services is governed by the applicable Order Form or SaaS platform’s MSA. This Agreement governs only your use of the Site. In the event of any conflict between this Agreement and an applicable Order Form, the terms of the applicable Order Form shall control.
7. Disclaimers; No Warranties.THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED“AS IS” AND ON AN “AS AVAILABLE” BASIS. ICONIC AIR DISCLAIMS ALL WARRANTIES OFANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ORNON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE,OR TRADE. ICONIC AIR DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE,OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED,SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND ICONIC AIR DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITEOR ICONIC AIR ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE ICONIC AIR ENTITIES OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE AND YOUR DEALING WITH ANY OTHER SITE USER.YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT. THE LIMITATIONS,EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Iconic Air does not disclaim any warranty or other right thatIconic Air is prohibited from disclaiming under applicable law.
8. Term and Termination.
8.1. Term. This Agreement is effective beginning when you accept the Agreement or first access the Site, and ending when terminated as described in Section 8.2.
8.2. Termination. If you violate any provision of this Agreement, your authorization to access the Site and this Agreement automatically terminates. In addition, Iconic Air may, at its sole discretion, terminate this Agreement or your access to the Site, at any time for any reason or no reason, with or without notice.
8.3. Effect of Termination.Upon expiration or termination of this Agreement: (1) your license rights willterminate and you must immediately cease all use of the site; and (2) Sections 7,8.3, 9, 10, and 13 will survive. Except where an exclusive remedy is provided, exercising a remedyunder this Agreement, including termination, does not limit other remedies aparty may have, including those available at law or in equity.
9. Intellectual Property. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for your use rights in thisAgreement, Iconic Air and its licensors retain all intellectual property rights and other rights in the Site and its contents, including any modifications or improvements to these items made by Iconic Air. If you provide Iconic Air with feedback or suggestions regarding the Site or other Iconic Air offerings (“Feedback”),you hereby grant Iconic Air an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free right and license to exploit theFeedback in any manner and for any purpose, including to improve the Site andIconic Air products and service, and to create other products and services.Iconic Air will have no obligation to provide you with attribution for anyFeedback provided to Iconic Air.
10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ICONIC AIR BE LIABLE TO YOU FOR ANY INDIRECT,INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITEOR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ICONIC AIR HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
TOTHE FULLEST EXTENT PERMITTED BY LAW, ICONIC AIR’S AGGREGATE LIABILITY TO YOUFOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS.THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THEPARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11. Indemnification. To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify Iconic Air and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Iconic Air Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Site; (b) your violation of any portion of this Agreement, or agreement referenced in this Agreement, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you(without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
13. General Terms.
13.1. Assignment. You may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement at any time without notice or consent.
13.2. Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of Delaware without regard to conflicts of laws provisions and without regard to the United NationsConvention on the International Sale of Goods. The parties hereby exclusively and irrevocably submit to, and waive any objection against, and shall not contest, the personal jurisdiction of the state and federal courts located in NewCastle County, Delaware, with respect to any matter relating to this Agreement.
13.5. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect. The failure to require performance of any provision will not affect a party’s right to require performance at any other time after that, nor will a waiver by a party of any breach of any provision of this Agreement be a waiver of any subsequent breach or a waiver of the provision itself.
13.6. Force Majeure. Iconic Air is not liable for any delay or failure to perform any of its obligation under this Agreement due to events beyond its reasonable control, including any act of God, act of war or terror, civil unrest, strike or other labor problem, embargo, unforeseen epidemic or pandemic, power failure, failure or degradation of the Internet, cyber-attack, flood, earthquake or other natural disaster, governmental act, or other similar occurrence.
“Affiliate” means an entity directly or indirectly owned or controlled by a party, where “ownership” means the beneficial ownership of fifty percent (50%)or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.
“Laws” means all relevant local, state and federal laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data.
“Site”means Iconic Air’s website at www.IconicAir.ioand related websites, to the extent accessible without access credentials provided by Iconic Air.
“Third-Party Platform” means any platform, add-on, service or product not provided by Iconic Air that you elect to integrate or enable for use in connection with the Site.
“User” means any individual or entity accessing the Site.
[A1]Iconic Air: https://www.iconicair.io/privacy-policy