Terms of Service

Last updated 5/2/23 

Terms of Service

1. Acceptance of Terms By using the services provided by Icebreaker Labs, Inc. ("Icebreaker", "we", "our", or "us"), you ("user", "you", or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the services provided by Icebreaker.

2. Description of Services

Icebreaker offers three main services:

(a) Expert knowledge service: Icebreaker's knowledge routing service allows users to ask questions that are routed to other users with expertise in the relevant area. Answers are collected and returned to the asking user.

(b) Affiliate network service: Icebreaker allows users to curate personal recommendation pages with products and services. Icebreaker appends affiliate links to these recommendations and users may receive a share of revenue generated from conversions resulting from their recommendations.

(c) Paid Marketing Service: Users can opt-in to receive targeted ads through a browser extension based on their Icebreaker profiles and locally-stored device data. Users earn points and rewards in exchange for viewing targeted ads, which can be redeemed on Icebreaker and Icebreaker partners.

3. User Accounts and Privacy

Users are required to create an account to access Icebreaker's services. Users are responsible for maintaining the confidentiality of their account information, including their password. Users agree to notify Icebreaker immediately of any unauthorized use of their account. By creating an account, users agree to provide accurate and complete information. Users' personal information will be handled in accordance with Icebreaker's Privacy Policy.

4. User Conduct

Users agree not to use the services for any illegal or harmful purposes, or to violate any applicable laws or regulations. Users also agree not to engage in any activity that interferes with or disrupts the services or the servers and networks connected to the services.

5. Intellectual Property

Rights Users retain ownership of any intellectual property rights they hold in their submitted content. By using the services, users grant Icebreaker a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content in connection with the services.

6. Termination

Icebreaker reserves the right to terminate or suspend any user's access to the services at any time, for any reason, without notice or liability. Upon termination, users must immediately cease using the services and all rights and licenses granted to them under these Terms will terminate.

7. Disclaimer of Warranties; Limitation of Liability

Icebreaker provides the services on an "as is" basis and disclaims all warranties, express or implied. Icebreaker will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, goodwill, use, data, or other intangible losses, resulting from: (a) the use of, or inability to use, the services; (b) unauthorized access to or alteration of users' transmissions, data, or digital assets; (c) any security breach or compromise of users' aggregated data, or failure of encryption or obfuscation technologies; or (d) any other matter relating to the services.

8. Dispute Resolution

Mandatory Arbitration. Any disputes arising out of or related to these Terms or the services will be resolved through binding arbitration by the American Arbitration Association.  The tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. The parties agree to arbitrate solely on an individual basis, and that these Terms and Conditions do not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force.

Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against Icebreaker Labs, Inc., you agree to try to resolve the dispute informally by sending us notice at dispute-resolution@icebreaker.xyz of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding.

9. Changes to the Terms

Icebreaker reserves the right to update or modify these Terms at any time, at its sole discretion. Users will be notified of any changes, and continued use of the services constitutes acceptance of the updated Terms.

10. Governing Law; Jurisdiction

These Terms will be governed by the laws of the State of Delaware, excluding its conflicts of law rules or principles. Any disputes not subject to arbitration will be litigated exclusively in the federal or state courts located in Delaware, and users consent to personal jurisdiction in these courts.

11. Indemnification

Users agree to indemnify, defend, and hold harmless Icebreaker and its affiliates, directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees, arising out of or related to the users' use of the services, violation of these Terms, infringement of any intellectual property or other rights of any person or entity, or users' recommendation or promotion of scams, illegal services, or other harmful activities through the Icebreaker platform.

12. Third-Party Links and Content

The services may contain user-submitted content and links to third-party websites, products, or services. Icebreaker is not responsible for the content, accuracy, or opinions submitted by users or expressed on such third-party websites, and does not investigate, monitor, or check for accuracy or completeness of any such third-party websites. Users acknowledge that they are responsible for evaluating the suitability, legality, or safety of any third-party content, products, or services.

13. Promotions and Rewards

Icebreaker may offer promotions or rewards programs in connection with the services from time-to-time. Any promotions or rewards offered are subject to additional terms and conditions that Icebreaker may provide at its sole discretion. Icebreaker reserves the right to modify, terminate, or otherwise amend promotions or rewards programs at any time without notice.

14. Digital Assets and Web3 Wallets

Icebreaker may offer promotional NFTs, crypto rewards, membership NFTs, and other digital assets in connection with the services. Users are solely responsible for managing their web3 wallets and securing their private keys. Icebreaker is not responsible for any loss, theft, or unauthorized access of users' digital assets, including but not limited to NFTs and cryptocurrencies, due to users' negligence, third-party actions, or technical malfunctions.

15. Entire Agreement

These Terms constitute the entire agreement between users and Icebreaker with respect to the subject matter hereof, and supersede all prior agreements, representations, warranties, and understandings between the parties.

16. Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the extent necessary to render it enforceable, or eliminated if modification is not possible, and the remaining provisions of these Terms shall continue in full force and effect.

17. Waiver

No waiver by Icebreaker of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition, and any failure by Icebreaker to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

18. Contact Information

If you have any questions, comments, or concerns about these Terms, please contact Icebreaker Labs, Inc. at terms@icebreaker.xyz or 418 Broadway STE N, Albany, NY 12207.