Terms of Service & User Agreement
LAST UPDATED JANUARY 20th, 2023
1. Acceptance of Terms
We reserve the right to change these Terms from time to time. When we make any changes to our Terms, we will display a notification to inform you that our Terms have been changed or we plan to change our Terms. You acknowledge and agree that it is your responsibility to periodically review this Site and these Terms. Your continued use of this Site and Services after such modifications will constitute acknowledgement and acceptance of the modified Terms.
As used in these Terms, references to our “Affiliates” include our owners, licensees, assigns, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or contents and Services available on this Site.
BY USING THIS SITE AND SERVICES ON THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, PLEASE EXIT THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE, PRODUCTS, SERVICES OR SERVICES AVAILABLE ON THIS SITE, OR THESE TERMS IS TO CEASE USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS, SERVICES OR SERVICES. THESE TERMS ARE EFFECTIVE ONCE YOU CLICK THE ‘I AGREE’ BUTTON BELOW.
IC-AGENCY provides a multitude of products integration and services for users on our Site, which you may subscribe through our Site.
a. No Guarantee
Although IC-AGENCY works hard to provide quality Services, you understand and acknowledge that we cannot promise or guarantee specific results from using the Site or Services available on this site.
b. Temporary Interruptions
You understand and agree that temporary interruptions of the Site may occur. You also understand and agree that we have no control over the third-party networks or service(s) that we may use to provide you with Services. You agree that the Services available on this Site are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery, interruption, or failure to store any user communications or personalization settings.
c. Right to Modify the Services
We reserve the right to implement new elements as part of the Services including changes that may affect the previous mode of operation of the Services. We believe that any such modifications will enhance the overall Services, but it is possible that your opinion may vary.
d. No Contingency on Future Releases and Improvements. You understand that your purchase of the Services on our Site is not contingent on the delivery by us of any future release of any functionality or feature, including without limited to, the continuation of a certain service beyond its current subscription term or third party services or dependent on any public comments we make, regarding any future functionality or feature.
If you choose to purchase one or more of the Services provided on our Site, you agree to pay all fees associated with the Services. Our monthly subscription provides tiered pricing for different levels of services and products based on the services you choose to use. In addition to our monthly subscription services, you may purchase add-in services for a one-time fee or recurring subscription fees. Fees may change from time to time.
Any charges incurred by your purchase or use of the Services, will be billed to the credit card we have on file. In the event you sign up for a Service that is ongoing and incurs recurring charges (such as a subscription), such charges will be billed in advance of service. You agree to provide us with accurate and complete billing information, including valid credit card information, your name, address and telephone number, and to provide us with any changes in such information within 10 days of the change.
b. Overdue Amounts
If, for any reason, your credit card IC-AGENCY declines or otherwise refuses to pay the amount owed for the Services you have purchased, you agree that we may suspend or terminate performance of Services or delivery of products and may require you to pay any overdue amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.
c. All Subscriptions Non-refundable
Except as described below, all fees paid for the Services provided on our Site are non-refundable, and no prorated refunds or credits will be offered for partially used subscriptions. However, if we issue a refund or credit in one instance, we are under no obligation to issue the same refund or credit in the future.
We reserve the right to issue refunds or credits at our sole discretion in the following situations:
4. Site Conduct, Posting Policies & Third Party Websites
a. User-Created Content Guidelines
Your use of the Site is subject to all applicable laws and regulations, and you are solely responsible for any comments or posts you leave on the Site. By posting information on the Site, or by otherwise using any communications service, message board, newsgroup, or other interactive service available on the Site, you agree that you will not post comments, messages, links, code or other information that:
At our sole discretion, IC-AGENCY may choose to unpublish or otherwise make not available for public viewing, any material we deem unnecessary for use of our Site.
b. User customization. IC-AGENCY platform within our Site may be modified by users, incorporating the users’ name, logo, trademark, and color scheme into user’s individual access area within our Site, and/or by otherwise applying a user-built code on top of IC-AGENCY platform. You are solely responsible for copyright, trademark or other intellectual property concerns connected with your customized look and feel of our Site. You acknowledge that you may not be able to customize our Site according to your unique branding to the extent that your customization would appear to be independently developed.
c. No Endorsement
IC-AGENCY neither endorses nor assumes any liability for any material uploaded or submitted by users on any part of the Site. Although we do not pre-screen, police or monitor comments posted on our Site, we and our agents reserve the right to remove any and all postings that we feel do not comply with these Terms and any other rules of user conduct for our Site, or are otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such postings.
IC-AGENCY may publish content featuring testimonials of our users, and any views or opinions expressed in such posts are personal and do not constitute or imply any approval, sponsorship or endorsement of IC-AGENCY.
d. Third-Party Sites and Information
This Site may redirect or link to other websites on the Internet, or may otherwise include references to information, products or services made available by unaffiliated third parties. While we make every effort to work with trusted, reputable providers, from time to time such sites may contain information, material or policies that some may find inappropriate or personally objectionable. You understand that we are not responsible for the accuracy, completeness, decency or legality of content hosted by third party websites, nor are we responsible for errors or omissions in any references made on those websites. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with the Site or party by us, or any warranty of any kind, either express or implied.
From time to time, this Site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this site. Any such correspondence or promotions, including the delivery of and the payment for goods and services by those third parties, and any other terms, conditions, warranties or representations associated therewith, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.
f. Electronic Communication
When you enroll in the Online Service, you must designate a primary email address that will be used for receiving electronic communication. To the extent that IC-AGENCY maintains an online message center now or in the future, such exchange of communications shall be considered an electronic communication and may be utilized by IC-AGENCY for providing you notices pursuant to these Terms, as required by Applicable Law (as permitted) or generally regarding your Account(s) with IC-AGENCY. We will NEVER send you email requesting confidential information such as Account numbers, usernames, or passwords and you should NEVER respond to any email requesting such information. If you receive such an email purportedly from IC-AGENCY, do not respond to the email and notify IC-AGENCY by emailing us at firstname.lastname@example.org
5. IC-AGENCY Intellectual Property
For purposes of these Terms, “content” is defined as any information, communications, software, published works, photos, video, graphics, music, sounds, or other material that can be viewed by users on our Site and is owned by IC-AGENCY or its Affiliates.
b. Ownership of Content
By accepting these Terms, you agree that all content presented to you on this Site is protected by any and all intellectual property and/or other proprietary rights available within the United States and is the sole property of IC-AGENCY or its Affiliates.
A third party website may feature our logos or trademarks, with or without authorization. Our logs or trademarks featured in any third party website do not constitute or imply any approval, sponsorship or endorsement of IC-AGENCY.
Certain of the ideas, software and processes incorporated into the Services available on this Site are protected by patent applications pending in the United States, and we intend to prepare and file additional patent applications in selected foreign jurisdictions.
c. Limitations on Use of Content
Except for a single copy made for personal use, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any content from this Site in any form or by any means whatsoever without prior written permission from us. Any unauthorized use of Site content violates our intellectual property interests and could result in criminal or civil penalties.
d. No warranty for Third-Party Infringement
Neither we or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site will not infringe the rights of third parties.
6. Content You Create
a. Your Intellectual Property Rights
We respect the intellectual property rights of others, and we ask you to do the same. In instances where we are notified of alleged infringement, IC-AGENCY or User Content through our Designated Agent, a decision may be made to remove access or disable access to such materials, in compliance with the safe harbor provisions of the Digital Millennium Copyright Act,17 U.S.C. § 512(c). We may also make a good faith attempt to contact the person who submitted the affected material so that they may make a counter-notification.
If you believe that you or someone else’s copyright has been infringed by IC-AGENCY or User Content provided on this Site, you (or the owner or rights holder, collectively, “Rights Holder”) should send notification to our Designated Agent immediately. Prior to sending us notice, the Rights Holder may wish to consult a lawyer to determine their rights and legal obligations under the DMCA and any other applicable laws. Nothing here or anywhere on this Site is intended as a substitute for qualified legal advice. To file a Notice of Infringing Material, we ask that the Rights Holder provide the following information:
Notice may be sent to:
By e-mail: email@example.com
If material that you have posted to our Site has been taken down, you may file a counter-notification that contains the following details:
c. Notice may be sent to:
By e-mail: firstname.lastname@example.org
You also acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may temporarily or permanently remove the identified materials from our site without liability to you or any other party.
d. Submission of Ideas
Our Site may include a platform through which users may submit ideas to use for new products, services and/or related features (each, an “Idea”). By submitting an idea to IC-AGENCY, you agree to the following unless we have mutually agreed in writing otherwise:
7. Data Stored on Our Servers
8. Privacy & Security
a. Login Required
In order to access some of the Services on this site, you may be asked to set up an account and password. Our account registration page requests certain personal information from you (“Registration Info”). You will have the ability to maintain and periodically update your Registration Info as you see fit. By registering, you agree that all information provided by you as Registration Info is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.
b. Passwords & Security
If you register for an account on the Site, you agree that you are responsible for maintaining the security and confidentiality of your password, and that you are fully responsible for all activities or charges that are incurred under your account. Therefore, you must take reasonable steps to ensure that others do not gain access to your password and account. Our employees will never ask you for your password.
c. Disclosure to Third Party Affiliates
d. Non-Transferability of User Account
User Accounts are non-transferable, and all users are obligated to take preventative measures to prohibit unauthorized users from accessing the Web Site with his or her password. You may not assign these Terms, in whole or in part, or delegate any of your responsibilities hereunder to any third party. Any such attempted assignment or delegation will not be recognized by IC-AGENCY unless acknowledged by IC-AGENCY in writing. IC-AGENCY has no obligation to provide you with written acknowledgment. IC-AGENCY may, at any time and in its sole discretion, assign these Terms, in whole or in part, or delegate any of our rights and responsibilities under these Terms to any third party or entity.
ALL CONTENT AND SERVICES ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE CONTENT OR SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE CONTENT, SERVICES OR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR SERVICES OFFERED WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY CONTENT OR SERVICES PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR SERVICES LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE CONTENT OR PRODUCTS AVAILABLE AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT OR PRODUCTS.
THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY PRODUCTS OR CONTENT THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
Through your use of the Site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any products or services provided by any third party, including, but not limited to the purchase terms, payment terms, warranties, guarantees relating to such transactions, are solely between the seller of such merchandise and you.
WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OF OUR AFFILIATES.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
10. Limitation of Liability & Indemnification
Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of this Site shall be limited to the amount you paid us for Services purchased on the Site during the 3 month period before the act giving rise to the liability.
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THIS SITE.
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES REGARDING OUR SERVICES OR CONTENT OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH THE THIRD PARTY THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
You agree to defend, indemnify, and hold us and our Affiliates against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with: (1) use of or reliance on information or data supplied or to be supplied by You; (2) any breach of or default under the terms or conditions of this Agreement by You; (3) the wrongful use or possession of any IC-AGENCY Property by You; (4) any negligence, gross negligence or willful misconduct by You or your employees or agents; and/or (5) any disputes between (i) You and other Users (ii) You and your client(s) and/or (iii) your clients.
11. Termination of Use
a. Grounds for Termination
You agree that we may, at our sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including, without limitation, breach of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Site, and reporting you to the proper authorities, if necessary.
b. No Right to Services Upon Termination
Upon termination and regardless of the reason(s) motivating such termination, your right to use the Services available on this Site will immediately cease. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Sections 1 and 3-11 of these Terms, as well as your liability for any unpaid fees, shall survive any termination.
c. How to Terminate or Make Adjustments
If you, for any reason, would like to terminate your access to our Site or make adjustments, IC-AGENCY require written notice at least 30 days before your next billing date.
d. No Termination by Third Party Users
IC-AGENCY has limited access to subscriptions not directly purchased from us. Any user who has been given access to our Site by any party other than IC-AGENCY, must contact the party who originally provided access to our Site for any inquiries related to termination.
12. Miscellaneous Provisions
b. International Use
Although this Site may be accessible worldwide, we make no representation that materials on this Site are appropriate or available for use in locations outside the United States. Those who choose to access this Site from other locations do so on their own initiative and at their own risk. If you choose to access this Site from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, Services, and/or information made in connection with this Site is void where prohibited.
c. Governing Law
This Site (excluding any Third Party websites) is controlled by us from our offices in New Brunswick, and the statutes and laws of New Brunswick shall be controlling, without regard to the conflicts of laws principles thereof. You agree and hereby submit to the exclusive personal jurisdiction and venue to Bathurst, New Brunswick or appropriate federal/state court of New Brunswick with respect to such matters controlled by that court.
d. How to Send Notices to IC-AGENCY
All notices to a party shall be in writing and shall be made via email. Notices to us must be sent to the attention of Customer Service at email@example.com. You agree to allow us to submit notices to you either through the email address provided, or to the address we have on record. Any notices or communication under these Terms will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by U.S. mail, return receipt requested; or (4) on the delivery date if transmitted by confirmed email.
e. Force Majeure
In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and Services available through our Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
f. Savings Clause
If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
g. No Waiver
Any failure by us to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision.
h. Entire Agreement
These terms and conditions constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms may NOT be altered, supplemented, or amended by the use of any other document(s). To the extent that anything in or associated with this Site is in conflict or inconsistent with these Terms, these Terms shall take precedence.
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