Last Updated: January 17, 2023
These Terms of Service, including our Privacy Policy, which is incorporated herein by reference (together, this “Agreement”), is a legally binding contract between you and Iconic Air, inc. (“Iconic Air,” “us,” “we,”or “our”) regarding your use of the Site. If the Site is being used on behalf of a company, organization, or other entity by an individual authorized to accept this Agreement on its behalf, then all references to “you,” or “your” refer to such entity and itsAffiliates. If you are a company, organization, or other entity, the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to this Agreement.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY ACCEPTING THIS AGREEMENT,EITHER BY (1) CLICKING A BOX INDICATING YOUR ACCEPTANCE, (2) USING OR ACCESSING THE SITE, OR (3) OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT (THE DATE UPON WHICH YOU ACCEPT THIS AGREEMENT IS REFERRED TO AS THE“EFFECTIVE DATE”), YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SITE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING OUR PRIVACY POLICY. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SITE. YOUR USEOF THE SITE, AND OUR PROVISION OF THE SITE TO YOU, CONSTITUTES AN AGREEMENT BY USAND BY YOU TO BE BOUND BY THESE TERMS. THIS AGREEMENT GOVERNS YOUR USE OF THE SITE ONLY. IF YOU HAVE SEPARATELY PURCHASED ICONIC AIR SERVICES OR SAAS PLATFORM ACCESS, YOUR ACCESS AND USE OF THOSE SERVICES IS SEPARATELY GOVERNED BY THE APPLICABLE ORDER FORM, WHICH MAY INCORPORATE THE SAAS PLATFORM’S TERMS AND CONDITIONS (REFERRED TO TOGETHER OR SEPARATELY HEREIN AS AN “ORDER FORM”).
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. TheSite.
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.
5. Third-Party Platforms. You may choose to use the Site withThird-Party Platforms. Use of Third-Party Platforms is subject to your agreement with the relevant provider of such Third-Party Platform and is not governed by, or subject to, the terms and conditions in this Agreement. Iconic Air does not control and has no liability for your use of Third-Party Platforms, including their security, functionality, operation, availability or interoperability. By enabling or otherwise using a Third-Party Platform with the Site, you hereby authorize Iconic Air to access and exchange your data with the Third-PartyPlatform on your behalf. To the fullest extent permitted by Law, Iconic Air is not responsible for any Third-Party Platform’s or their provider’s use of your exported information and/or data. Please be sure to review the terms and conditions of the agreement with the relevant provider and such provider’s privacy policy before you use or enable Third-Party Platforms.
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.
12. Modifications. Iconic Air reserves the right tochange or modify this Agreement (including the Privacy Policy) from time totime at its discretion. Please check this Agreement (including the Privacy Policy)periodically for changes. Revisions will be effective immediately except that,for existing users, material revisions will, unless otherwise stated, beeffective thirty (30) days after posting or providing notice to you of therevisions. If a change to this Agreement (including the Privacy Policy) materiallymodifies your rights or obligations, Iconic Air may require you to accept the modificationsin order to continue to use the Site. To the extent you do not accept or agreeto the modifications, you should discontinue all use of the Site. Any use ofthe Site by you after the date upon which such modifications becomes effectivewill be deemed to be your acceptance of the Agreement (including the PrivacyPolicy) as modified. Except as expressly permitted in this Section 12, thisAgreement (including any Privacy Policy) may be amended only by a writtenagreement signed by authorized representatives of the parties to this Agreement.
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.
13.3. Notices. By using the Services, you consent to receiving certain electronic communications from Iconic Air as further described in the PrivacyPolicy. Please read the Privacy Policy to learn more about our electronic communications practices. You hereby agree that any notices, agreements, disclosures, or other communications that Iconic Air may send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Any notice to, or consent required of, Iconic Air under this Agreement must be in writing and will be deemed given: (a) upon receipt if by personal delivery, (b) upon receipt if by certified or registeredU.S. mail (return receipt requested), or (c) one day after dispatch if by a commercial overnight delivery service. Notices to Iconic Air must be provided to Attn: Iconic Air, 2156 University Ave, Suite 400, Morgantown, WV, 26505 or to such other address as Iconic Air may specify in writing.
13.4. Entire Agreement. This Agreement (which includes the Privacy Policy) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and“including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same 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.
14. Definitions.
“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.
“Privacy Policy” means the Privacy Policy at https://www.iconicair.io/privacy-policy.[A1]
“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
