Last updated 2/6/2024
Terms of Service
Acceptance of Terms
Please review these Terms of Service (“Terms”) carefully, as they set forth the legally binding terms and conditions that govern your use of our website located at https://icebreaker.xyz (“Website”), access to our website-hosted user interface located at https://app.icebreaker.xyz (the “App”), including related trademarks, software code, and other intellectual property, and our Services (defined below) (together, the “Platform").
The Platform consists of copyrighted works belonging to Icebreaker Labs, Inc. ("Icebreaker", "we", "our", or "us"). By using Icebreakerthe Platform, you (“user,” “your”) affirm that you possess the requisite consent and authorization to utilize the Platform, and assume responsibility for complying with any legal requirements. Your submission of information, including personally identifiable information or personal data (“Personal Data”), through or in connection with the Platform is governed by the terms of our privacy policy as updated from time to time, available at https://LINK (“Privacy Policy”). All such additional terms, guidelines, and rules, including our Privacy Policy, are incorporated by reference into these Terms.
These Terms set forth the legally binding terms that govern your use of the Platform. By clicking “I Agree” to these Terms or otherwise accessing or using the Platform, you are accepting these Terms (on behalf of yourself or the entity that you represent), including, without limitation, the mandatory arbitration provision in Section 9. If you do not agree with all of the provisions of these Terms, do not access or use the Platform.
Description of Services
Icebreaker offers three main services ("Services"):
Professional networking service: Users and brands can make self-sovereign connections, over which they retain control, and through which they may selectively share or reveal various information, e.g., contact info, verifiable activity, preferences, or eligibility.
Knowledge and recommendation service: Icebreaker's knowledge routing service allows users to ask questions and receive answers and recommendations by traversing their trust networks.
Affiliate network service: As part of its knowledge and recommendation service while delivering trusted recommendations, Icebreaker may occasionally append affiliate links to these recommendations and users may receive a share of revenue generated from any resulting conversions.
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 Data will be handled in accordance with Icebreaker's Privacy Policy.
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.
User Data Ownership and Authorization
By uploading, importing, or transferring any data to the Platform—including, but not limited to, data from external sources, third-party tools, or organizations (“User Data”)—users represent and warrant that they either own the User Data or have obtained the requisite authorizations necessary to upload and share it. Users grant Icebreaker the right to display any publicly available aspects of this User Data (such as name, username, or headline) on the Platform, unless explicitly restricted by the user through the application settings. Users are solely responsible for ensuring that all User Data uploaded to the Platform complies with all applicable laws and regulations, and that they possess the necessary rights, authorizations and permissions to transfer or share the User Data.
User acknowledges and understands that Icebreaker is not obligated to verify the ownership or authorization of any User Data submitted by users, and users agree that Icebreaker may rely in good faith on their representations regarding data ownership and authorization. Icebreaker disclaims any liability arising from any unauthorized use, upload, or distribution of User Data by users. Users agree to indemnify and hold Icebreaker harmless from any claims, damages, or liabilities resulting from the unlawful use or improper sharing of User Data to the Platform.
As between Icebreaker and the users, and to the extent applicable, users will continue to own the User Data that it transfers, imports or uploads to the Platform. Icebreaker may only use the User Data to the extent required to provide the Services. Icebreaker may retain the User Data for any retention period mandated by applicable law and such retention will survive termination of these Terms to the extent permitted by applicable law.
Intellectual Property
While Icebreaker can be used without submitting any content, if users do submit content to the Platform, 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, and display the content in connection with the services.
Termination
Icebreaker reserves the right to terminate or suspend any user's access to the Platform at any time, for any reason, without notice or liability. Upon termination, users must immediately cease using the Platform and all rights and licenses granted to them under these Terms will terminate.
Disclaimer of Warranties
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 Platform; (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.
Icebreaker may be accessed through or via a third party, with Icebreaker permission. If you are accessing Icebreaker’s products/services via a third party, you are subject to the privacy policy and terms and conditions of that third party. In addition, any contests/sweepstakes or other steps offered by a third party related to Icebreaker activity are governed by that third party, and you should direct any related questions or concerns to that third party.
Limitation of Liability
To the maximum extent permitted by law, notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to these terms (for any cause whatsoever and regardless of the form of the action), will at all times be limited to a maximum of fifty US Dollars (U.S. $50). The existence of more than one claim will not enlarge this limit.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
9. Dispute Resolution
Mandatory Arbitration. Any disputes arising out of or related to these Terms or the Platform 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 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.
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.
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.
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.
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.
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.
Digital Assets and Promotions
Icebreaker may offer digital promotions, rewards, collectibles, and other digital assets in connection with the Services. Users are solely responsible for managing their digital assets and securing access to their accounts. Icebreaker is not responsible for any loss, theft, or unauthorized access of users' digital assets, including but not limited to collectibles and items, due to users' negligence, third-party actions, or technical malfunctions.
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.
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.
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.
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.