Effective August 31, 2023
The Website is intended to be used and accessed by people who are twenty-one (21) years of age and older. If you are under twenty-one (21) years of age, you are not authorized to access or use the Website. If you are under twenty-one (21) years of age, and access or use the Website, you must leave the Website immediately. By using the Website (and, thus, agreeing to these Terms) you represent and warrant that you are at least twenty-one (21) years of age. All Services are intended for legal use and may not be used or discussed in a manner that is illegal. You are responsible for knowing your local, state, and federal laws regarding the use of the Services and relating to the purchase and consumption of alcoholic beverages. Please refer to the [Legal Compliance] section below. You agree that Over Ice shall not be responsible for any liability arising from any alleged illegality involving the Services.
"Users" are people who have created an Over Ice account and people who visit the Website. User may be referred to herein, as "you."
PLEASE READ THESE TERMS CAREFULLY BEFORE BROWSING THE WEBSITE. USING THE SERVICES INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT USE THE SERVICES IF YOU DO NOT ACCEPT THESE TERMS. THESE TERMS CONTAIN A DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, AND INDEMNIFICATION PROVISIONS THAT AFFECT YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO ANY DISPUTE YOU MAY HAVE WITH OVER ICE.
Changes to these Terms or the Website.
Over Ice reserves the right, in its sole discretion, to change or update these Terms from time to time with immediate effect. It is User's responsibility to review these Terms regularly for any changes or updates. User is responsible for reviewing the current effective date of these Terms provided at the top of these Terms. Any of the Materials on the Website may be out of date at any time, and Over Ice is under no obligation to update such Materials.
You may use the Services for your individual purposes and not for the purposes of distribution or resale. Subject to these Terms, we grant you a limited, revocable, personal, non-exclusive, and non-transferable right to access and use the Services. You have no other rights in the Services and shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. User shall not at any time, directly or indirectly: (a) copy, modify, or create derivative works of the Services or Materials, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Materials; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (d) remove any proprietary notices from the Services or Materials; or (e) knowingly use the Services or Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
Our Services are not intended for and may not be used by individuals under twenty-one (21) years of age. By accessing the Website or registering for an account on the Website, you state that you are at least twenty-one (21) years of age. Creating an account with false information is a violation of these Terms, including creating an account on behalf of others or persons under the age of twenty-one (21).
Notices and Messages.
By using the Services, you consent to receive emails and notifications from us. These emails and notifications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. These emails and notifications are part of your relationship with us.
You agree that any notices, agreements, disclosures, or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. You agree to keep your contact information up to date, and to monitor your email settings to ensure that you receive emails from us.
You agree to comply with all applicable laws, statutes, ordinances, and regulations regarding your use of the Services. Over Ice reserves the right to investigate complaints or reported violations of these Terms and to take any action we deem appropriate, including but not limited to canceling your User account, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties, and disclosing any information necessary or appropriate to such persons or entities relating to your profile, account, e-mail addresses, usage history, posted materials, IP addresses, and traffic information. You agree to promptly notify Over Ice in the event that you are made aware of any unauthorized or illegal use of the Services.
Ownership of Intellectual Property.
The Services, including, without limitation, the Website, Materials, and any updates, modifications or improvements to the Services, shall be owned exclusively by Over Ice. User shall have no rights in the Services except as explicitly stated in this Agreement. Elements of the Services and Materials are protected by copyright, trademark, and other intellectual and industrial property laws and may not be used, copied or imitated in whole or in part except as provided in this Agreement. No Materials may be copied or retransmitted unless expressly permitted by Over Ice or this Agreement.
Any unauthorized use of the Services shall be void and may result in immediate and automatic termination of your account or access to the Services, at the option of Over Ice. Over Ice reserves the right to seek all remedies under applicable law for unauthorized use or copyright infringement. All rights not expressly included in the limited rights granted to User herein are reserved to Over Ice.
Links to Third Party Services and Sites.
The Services may contain links to or enable access to third party information, services and websites controlled by parties other than Over Ice, including Third Party Websites. Over Ice is not responsible for and does not endorse or accept any responsibility for the content or use of the Third Party Websites or any other third party information, services, and websites or any transactions completed through such sites. Over Ice is providing these links or access only as a convenience, and the inclusion of any link or access does not imply endorsement by Over Ice of the Third Party Websites or any other linked website or third party information or service.
Use of Materials.
All Materials are provided either by Over Ice or by its third party agents, authors, developers, licensors, and vendors (collectively, "Third Party Providers") and are the copyrighted work of Over Ice and/or its Third Party Providers. Materials provided by Third Party Providers that are made available by the Services have not been independently reviewed, tested, certified, or authenticated in whole or in part by Over Ice and Over Ice is not responsible for such Materials. Trademarks, service marks, graphics, and logos that appear in the Services may be the trademarks of their respective owners. User is granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks is prohibited. As used herein, the term "Materials" shall not include the Data (as defined below) provided by and generated by Users as referenced below.
Services Use Restrictions.
User shall not: (a) modify, adapt, translate, reverse engineer, decompile, disassemble, derive source code, create derivative work based on, or copy the Services or the accompanying documentation; (b) rent, sublicense, loan, transfer, provide, display, distribute or grant any rights in the Services in any form; (c) use the Services for any purpose other than to support User's permitted use; (d) use any third party computer software or Materials provided with or incorporated in the Services as stand-alone applications; (e) remove any proprietary notices, labels or marks in or on the Services or the Materials; or (f) use, copy, modify or transfer the Services or the Materials or any copy, in whole or in part, except as expressly provided in this Agreement.
User Website Access and Account Security.
If User chooses, or is provided with, a username, password, or any other piece of information as part of our security procedures, User must treat such information as confidential, and User must not disclose it to any other person or entity. User also acknowledges that User's account is personal to User and agrees not to provide any other person with access to the Website or portions of it using User's username, password, or other login credentials or security information. If User provides any other person or entity with account credentials, then that person or entity will be treated as your authorized user that is subject to these Terms and you shall be responsible for such person or entity's compliance with these Terms. User agrees to notify Over Ice immediately of any unauthorized access to or use of User's username, password, or other login credentials or security information, or any other breach of security with respect to the Services. User also agrees to ensure that User exits from User's account at the end of each session. User should use particular caution when accessing User's account from a public or shared computer so that others are not able to view or record User's username, password or other personal information.
Over Ice has the right to disable any account, username, password, or other identifier, whether chosen by User or provided by Over Ice, at any time in Over Ice's sole discretion for any or no reason, including if, in Over Ice's opinion, User has violated any provision of these Terms.
User shall be responsible for all information, data, images, sounds, photographs, graphics, videos, messages, software, or other materials, whether publicly posted or privately transmitted (collectively, "Data") that User uploads, posts, emails, uses or transmits via the Services. Over Ice shall not control the Data posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Data. Under no circumstances shall Over Ice be liable in any way for any Data, including for any errors or omissions in any Data, or for any loss or damage of any kind incurred as a result of the use or loss of any Data posted, emailed or otherwise transmitted via the Services.
No User shall use the Services to: (a) upload, post, email or otherwise transmit any Data that (i) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, (ii) User does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of contractual relationships or under nondisclosure agreements), or (iii) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (b) harm minors in any way; (c) knowingly upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation in violation of applicable laws, including, without limitation, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the CAN – SPAM Act), as amended; (e) interfere with or disrupt the Services or servers, applications or networks connected to the Services or disobey the requirements, procedures, policies or regulations of networks connected to the Services; (f) violate any applicable local, state, national or international law; or (g) attempt to gain unauthorized access to the Services, or other computer systems, servers, applications or networks connected to the Services or any portion thereof.
In addition, User shall not use the names of Over Ice or any Third Party Provider to promote any business or services in any manner, including in the sending of unsolicited email without the prior written consent of Over Ice and/or the applicable Third Party Provider, which may be withheld in Over Ice's or the applicable Third Party Provider's sole discretion. Notwithstanding the foregoing, User may advertise or promote in a reasonable manner that it uses the Services, provided that such advertising or promotion at no times disparages the Services or Over Ice.
In the event that User breaches, or any person or entity acting on User's behalf breaches, any of the terms of this Agreement, Over Ice may, (a) suspend User's access to the Services without notice, or (b) immediately terminate this Agreement (and the limited rights granted to User herein), without any obligation to refund any fees or charges that User paid in advance (if any), or (c) both (a) and (b). This Agreement (and the limited rights granted to User herein) shall terminate automatically, without the giving of notice, in the event that either party shall become insolvent, shall ask its creditors for a moratorium, shall file a voluntary petition in bankruptcy, shall be adjudicated as a bankrupt pursuant to an involuntary petition, or shall suffer appointment of a temporary or permanent receiver, trustee, or custodian for all or a substantial part of its assets. Over Ice further reserves the right to terminate this Agreement for any or no reason upon delivery of written notice to User. Upon any termination of this Agreement, User must immediately cease using the Services, and all of the rights granted to User hereunder shall immediately cease.
DISCLAIMER OF WARRANTIES.
USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SERVICES AND THE THIRD PARTY WEBSITES IS AT USER'S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH USER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND OVER ICE AND THE THIRD PARTY PROVIDERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES AND THE THIRD PARTY WEBSITES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. OVER ICE AND THE THIRD PARTY PROVIDERS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTIES, OR CONDITIONS AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY OF THE MATERIALS. USER ASSUMES ALL RISK OF DAMAGE AND LOSS RESULTING FROM USE OF THE SERVICES, THE MATERIALS, AND THE THIRD PARTY WEBSITES AND USER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES, MATERIALS, AND THE THIRD PARTY WEBSITES ARE ACCURATE OR SUFFICIENT FOR USER'S PURPOSES. OVER ICE AND THE THIRD PARTY PROVIDERS DO NOT WARRANT AGAINST INTERFERENCE WITH USER'S ENJOYMENT OF THE SERVICES OR THE THIRD PARTY WEBSITES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SERVICES AND THE THIRD PARTY WEBSITES WILL MEET USER'S REQUIREMENTS, THAT THE OPERATION OF THE SERVICES AND THE THIRD PARTY WEBSITES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICES AND THE THIRD PARTY WEBSITES WILL OPERATE OR BE USABLE IN COMBINATION WITH OTHER HARDWARE OR SOFTWARE, SYSTEMS OR DATA, OR THAT DEFECTS IN THE SERVICES AND THE THIRD PARTY WEBSITES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OVER ICE, THE THIRD PARTY PROVIDERS OR THEIR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.
LIMITATION OF LIABILITY.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL OVER ICE BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO USER'S USE OR INABILITY TO USE THE SERVICES OR THE THIRD PARTY WEBSITES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF OVER ICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Over Ice's total liability to User for all damages exceed the amount of the fees paid by User to Over Ice in the three (3)-month period immediately prior to the date of the applicable breach of this Agreement. User acknowledges and agrees that Over Ice would not enter into this Agreement for the consideration given by User but for the limitations of liability and damages contained in this Section and the other consideration given by User for the limited rights to use the Services constitute a bargain that is fair and reasonable.
User shall indemnify, defend, and hold harmless Over Ice and its members, managers, subsidiaries, affiliates, officers, employees, agents, and contractors (individually, a "Over Ice Indemnified Party" and collectively, the "Over Ice Indemnified Parties") from and against any and all claims, losses, liabilities, damages, expenses, attorneys' fees, and costs incurred by any Over Ice Indemnified Party in connection with (a) the violation or infringement of a U.S. patent, copyright, trademark, or trade secret of any third party resulting from the User's Data or trademarks, or the use of the User's Data or trademarks, (b) User's breach of any representation, warranty, or covenant contained in this Agreement, (c) User's violation of any laws, regulations, or ordinances, (d) User's negligence, error, omission, willful misconduct, or use of the Services, except to the extent due to Over Ice's gross negligence or willful misconduct, (e) User's Data or any other third party information placed on User's devices by User or used by User, or (f) any claim by a third party that Over Ice, due to User's use of the Services or the Third Party Websites, is liable to a third party in tort, statutory liability, or for contributory infringement of a copyright, patent, trade secret, or other proprietary right of a third party.
User shall be responsible for any taxes, including, without limitation, sales, use, receipts, excise, occupations, and similar taxes imposed by any federal, state, municipal or other governmental agency for the Services or the use of the Services (other than taxes on the income of Over Ice), and User shall pay such taxes and indemnify and hold Over Ice harmless from any claims, assessments or demands for payment of such taxes, and any interest and penalties thereon.
The parties acknowledge and agree that Over Ice is an independent contractor of User in connection with the provision of the Services and this Agreement shall not be deemed to create a partnership, joint venture, or any other agency relationship. Over Ice may advertise or otherwise promote or divulge in any reasonable manner in its marketing efforts that User is a customer of Over Ice.
This Agreement may not be assigned by either party without the prior written consent of the other party, except in connection with the sale of all or substantially all of the assets or ownership interests of the party making the assignment.
Choice of Law, Venue, and Attorneys' Fees.
This Agreement shall be governed by the laws of the State of California, without regard to the conflict-of-laws provisions of such state. Except as set forth below in the Arbitration section, the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of California and any United States District Court situated in Ventura County in the State of California for the purpose of construing and enforcing this Agreement. Each party waives and agrees not to interpose any argument that the chosen venue is an inconvenient forum for litigation. Should a dispute between the parties arise in connection with this Agreement, the prevailing party shall be entitled to recover attorneys' fees in addition to any other recovery to which such party may be entitled.
If a dispute arises out of this Agreement, the parties shall first attempt to resolve the dispute by good faith discussion and negotiation. If these informal resolution attempts fail, the parties shall then submit the dispute to binding arbitration in Ventura County, California. The arbitration shall be conducted by a single arbitrator engaged through JAMS, Inc., and such arbitrator shall have no authority to add parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the laws of the State of California. Each party shall pay its own costs and fees of the arbitration proceeding.
Class Action Waiver.
User agrees that, by entering into this Agreement, User and Over Ice are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind. Claims and remedies sought as part of a class action, private attorney general action, or other representative proceeding of any kind are subject to arbitration only on an individual (non-class, non-representative) basis, and the arbitrator may award relief only on an individual (non-class, non-representative) basis.
Waiver, Merger, and Force Majeure.
All notices given under this Agreement shall be in writing. Failure by a party to require performance by the other party or to claim a breach shall not be construed as a waiver of any right. All waivers must be in writing and signed by an authorized representative of the party making the waiver. This Agreement is the entire agreement between the parties and supersedes and terminates all prior agreements. Over Ice's obligations shall be excused without liability when prevented by strike, act of God, disease, pandemic, governmental action, accident, act of war, act of terrorism or any other condition beyond its reasonable control.
If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at firstname.lastname@example.org.