iCMG iArchitecture Store – Terms of Service
iCMG is the provider of the Online Store Service ("iArchitecture Store") which permits you to purchase Enterprise & IT Architecture digital products (digital content) and services under the terms and conditions set forth in this Agreement.
In these Terms of Service:
- TOS means Terms of Service.
- Customer means a User who buys Enterprise & IT Architecture related Products made available for sale in store.
- Content Seller means users who sell architecture digital products.
- Exclusive Seller means a Content Seller who makes Products available for sale exclusively in iArchitecture Store.
- Non Exclusive Seller means a Content Seller who makes Products available for sale non-exclusively in iArchitecture Store.
- User means a person who signs up for iCMG ID by creating an account in Architects Corner and accepting these Terms of Service.
- User Account has the meaning given to that term in clause 12.
- Architecture Content mean architecture digital products available for sale in the store related to Enterprise & IT Architecture such as templates, presentations, videos, models etc.
- Content Seller could mean an Exclusive Seller and Non Exclusive Seller.
- In these Terms of Service, a reference to "we" or "us" means iCMG and a reference to "you" or "your" means a User.
- Store means iCMG Online Store for digital products and services i.e. iArchitecture Store.
- iCMG ID is your "username" that you used while creating the account.
- iCMG Product means those Store Products that have been developed, serviced and are licensed to you, by iCMG ( "iCMG Products").
- Third-Party Products means those products developed by third party developer and not iCMG.
2. User Account (& iCMG ID)
You do not have an automatic entitlement to User Account (iCMG ID) and iCMG may, at its sole discretion, elect to:
- refuse your request to become a User; or
- once account is granted, suspend, terminate or restrict your Account at any time.
iCMG is not obliged to give reasons for any decision it makes to suspend, terminate or restrict your Account or to reject your request to become a User.
Your Account (iCMG ID) is non-transferable.
Once account is accepted you will only be able to access all areas of the Store with use of the username and password you set up at the time you become a User.
You are responsible for each and every access or use of the Store that occurs in conjunction with use of your username (iCMG ID) and password.
Use of your username and password is conclusive evidence that you have accessed the User only sections of the Store.
You must use all reasonable efforts to keep your username (iCMG ID) and password confidential.
You must not allow any third party to access the store using your username and password and make use of the Store on your behalf.
You must notify iCMG in writing as soon as you become aware of any unauthorized use of your iCMG Account, username or password.
You acknowledge and agree that you are liable for, and will indemnify iCMG, its related bodies corporate, affiliates, officers, directors, agents and employees against, any and all claims made by a third party arising out of your access to, and use of, the Store as a User.
3. Benefits conferred by User
By being registered as a User you are, subject to these Terms, entitled to:
- buy Products & services from other Users ( including those provided by iCMG);
- sell Products to other Users (subject to clause 15);
- participate in online forums;
- generally make use of the User section of the Store and iCMG Site; and
- participate in the referral program as described in clause 18.
A reference in these Terms of Service (TOS) to 'buying' or 'sale' of a Product means the acquisition or grant of a license or other right to use a Product. Users who buy Products acquire a license to use that Product. This is dealt with in more detail in clause 14.
4. iCMG's Role
The iCMG iArchitecture Store Services are online facilities that allow you to sell, and buy, Enterprise & IT related Architecture Products and Services.
There are two (2) categories of Store Products, as follows:
- those Store Products that have been developed, serviced and are licensed to you, by iCMG ( "iCMG Products") and
- those Store Products that have been developed, and are licensed to you, by a third-party developer ( "Third-Party Products").
In the case of "Third Party Products", ownership of Products remains with the Content Seller. iCMG does not obtain any right of ownership or use (including any intellectual property rights) in respect of the Products.
- iCMG does not have any control over, and does not take any responsibility for, the quality, safety or legality of any Products downloaded by you from the Store.
- iCMG does not warrant that the Products or any content, model, videos, presentations, code, data or materials downloaded from the Store does not infringe the intellectual property rights of a third party. Each Content Seller is required to warrant that its Product does not infringe the intellectual property rights of any third party.
5. Availability and Use of the Store
The Store will usually be available 24 hours a day, seven days a week or as otherwise stated on the Site.
iCMG may, in its absolute discretion, and for any reason, and at any time, with or without notice:
- interrupt or suspend your right to access the whole or any part of the Store; and/or
- alter, interrupt or suspend the provision of the whole or any part of the content and/or the services available on the Store.
You agree that iCMG will not be liable to you for any loss that you may suffer as a result of any such interruption, suspension or alteration.
When accessing the Store (as a User) and using the content and/or the services available on the Store, you must also comply with any directions, instructions or protocols posted on the Store from time to time.
6. Fees and Services
Account is free.
You do not have to pay a fee to offer Products for sale in the Store.
If you are a Customer of a Product, you will pay a fee to buy the right to use that Product in accordance with clause 14.
If you are a Content Seller, you will receive the fee paid by the Customer (less the commission to which iCMG is entitled in accordance with clause 17). The fee is collected by iCMG for each sale of your Products to a Customer.
All payments by Customers on the Store must be paid using one of the Payment Channels such as Credit Card, Wire Transfer etc.
You are responsible for paying all fees and taxes (including withholding tax), associated with your use of the Store wherever levied (including any goods and services or value added taxes, which will be added to amounts billed to you, if applicable).
All references on the Store or in this TOS to "$" and "dollars" are to US Dollar.
The Customer is responsible for all costs of currency conversion from his or her preferred currency to the US Dollar.
Where a payment is made by iCMG to a Content Seller, the Content Seller is responsible for all costs of converting the amount of the payment from US currency into his or her preferred currency.
7. User Information
When you want to become a User and use the Store, you may be asked to provide certain personal information to us (User Information). You promise that the User Information you provide is true, accurate and complete.
Any User Information that you disclose may be used by iCMG, its agents and contractors in relation to the provision of services accessible on the Store, including marketing activities in relation to the Store.
8. Proprietary Rights
iCMG, and its subsidiaries own all:
- the content of the Store (other than Products which are owned by Users who offer them for sale on the Store);
- the look and feel, design and the organisation of the Store;
- the compilation of the materials on the Store; and
- the intellectual property rights (if any) subsisting in the works
Your use of the Store does not grant to you any ownership or like interest in any content, code, data or materials you may access on or through the Store or any intellectual property rights subsisting in any of those things.
9. Copyright & Trademark Claims
iCMG respects the intellectual property rights of others. iCMG requires that you do the same.
If you believe that a work of which you are the owner is infringed by a Product being offered for sale on a Site has been copied in a way that constitutes copyright infringement, please forward all the following information in one document (Copyright Claim) to iCMG:
- your address, telephone number, and email address;
- a description of the location of the alleged infringing material;
- a description of the copyright work that has been allegedly infringed;
- a statement by you, that you warrant that the information given in the Copyright Claim is accurate and that you are either the copyright owner or are authorised to act on the copyright owner's behalf;
- your physical or valid electronic signature.
On receipt of a Copyright Claim iCMG will take the actions we consider necessary to manage the administration of the Copyright Claim.
The trademarks, logos, service marks and trade names (collectively the Trademarks) displayed on the Store are, unless otherwise stated, the registered and unregistered Trademarks of iCMG and others.
A Trademark may not be used by you without the approval of its owner.
Nothing contained on the Store should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Store without the written permission of its owner.
11. Confidential Information and Privacy
iCMG does not warrant or represent that your use of the Store will be confidential.
iCMG is not responsible for any harm that you or any person may suffer as a result of a breach of your confidentiality in respect of your use of the Store.
While iCMG has taken precautions to protect information that you transmit to the Store over the internet, iCMG does not warrant the security of that information. Once iCMG receives your transmission, iCMG will take reasonable steps to preserve the security of such information.
You must not disclose any confidential information made available to you through the Store.
When using the Store or dealing with other users of the Store you must respect the privacy and legal rights of other Users.
If a User provides you with (or your Product accesses or uses) user-names, passwords or other login information or personal information of the User (Personal Information) you must:
- make the User aware that the Personal Information will be available to you; and
- ensure that, by proceeding to transact with you, the User is giving you permission to use the User's Personal Information; and
- provide a privacy notice to the user, recording the manner in which the Personal Information will be handled by you, that is legally sufficient; and
- use the Personal Information for the limited purposes for which the User gave permission; and
- handle the information in accordance with the terms of the privacy notice.
If the User has entered into a separate agreement with you that allows you (or your Product) to store or use the User's Personal Information directly related to your Product (not including other products or applications) then the terms of that separate agreement will govern your use of such Personal Information.
Without limiting the generality of the foregoing, if the user provides you information about the User’s User Accounts, you may only use that information to access the User's User Accounts when, and for the limited purposes for which, the user gave permission for you to do so.
12. Payment Dashboard
When you become a User you will have a single account that is accessible by you from the Store (User Account). Among other things, through your User Account, you will be able to access a dashboard which records payments by you to iCMG (as a Customer) and payments made by iCMG to you (as a Content Seller or in accordance with clause 18) .
13. Payments made by iCMG into User Account of Content Seller
You direct iCMG to;
- credit to your User Account any amounts due to you in respect of sales of your Products on a Site; and
- credit to your User Account any Referral Commissions earned from referring new Users to the Store (in accordance with clause 18).
For the avoidance of doubt only credits for sales of Products by the User and Referral Commission earned by the User which appear on the User Account will be payable to a User.
Payments of Earnings out of your User Account
iCMG will pay to you amounts earned by you as a Content Seller and Referral Commissions earned by you in accordance with clause 18 (Earnings) subject to the following conditions:
You acknowledge that iCMG reserves the right to pay any Earnings to you, at any time, at its sole discretion.
You ask iCMG to hold all sums credited to your User Account until such time as you request payment.
You acknowledge that, unless iCMG exercises its discretion to pay Earnings to you, it will continue to hold any Earnings until it receives your request for payment. Any activity on your User Account such as purchases and sales will be taken to be a restatement and confirmation of this wish.
You must provide iCMG with the correct account details and payment method when you want to receive a payout. iCMG will make payments in regard to specific classes of sums as follows:
- Sums under $500: iCMG won't pay you if you have under $500 in your User Account unless over 12 months have passed from either the date of your first sale or the date on which iCMG last paid out Earnings. If this time frame is met, iCMG will pay you using a Payment Gateway on your request;
- Sums over $500: If you have over $500 in your User Account iCMG will pay you using a Payment Gateway on your request; and
- Where you have $500 or more in your User Account: iCMG will pay you by Payment Gateway, or using electronic funds transfer on your request.
If iCMG is unable to pay Earnings to you because:
- we do not have the correct account details or EFT details;
- we are unable to contact you using the contact details that you have supplied;
- you have not made a request for payment; or
- you are asking for payment to be made to a person, or to an institution in a country, that iCMG is prohibited from making payments to at law or where there are limitations in the banking systems.
All Earnings will continue to be held by iCMG in accordance with your instructions to hold all sums credited to your User Account.
Other than as provided for in clause 13(1), iCMG will not pay any Earnings standing to your credit in your User Account which are less than $100.00 in total but you may use these to buy Products.
You must bear all expenses incurred by iCMG in paying monies to you. Payments made via a SWIFT transfer incur a processing fee of $35 for each payment.
SWIFT and Payment Gateway standard terms and conditions regarding refunds, chargeback, fees and unauthorized transactions will apply and you authorize iCMG to automatically deduct such refunds, chargeback, fees and unauthorized transactions from the User Ledger.
14. Buying Products
When you buy a Product, you acquire a license to use that Product from the Content Seller of the Product.
The different types of licenses and the conditions of use are set out in the licensing page.
Depending on the use you want to make of a Product, you will need to select the correct license required by you. You are responsible for choosing, and warrant that you have chosen, the correct license to meet your requirements. You acknowledge that iCMG has the right to enforce against you the terms of any license that you have from a Content Seller.
If you buy a Product, you do so on the following terms:
- you cannot cancel an order for a Product once the order has been submitted;
- iCMG does not give any undertaking as to the continued availability of Products offered for sale on the Store;
- once your order for a Product is accepted, and you pay the fee, you acquire a non-exclusive license to use the Product in accordance with the conditions of the license that you acquire;
- ownership of the Product remains with the Content Seller;
- payment of the fee will be made at the time of purchase; and
- Content Sellers are not permitted to buy any of their own Products.
Downloaded digital items will not be refunded except as required under the Consumer Law or relevant consumer protection laws.
If you want a refund or credit on a Product you must make a claim to Support. We will assess claims on their merits, with regard to the digital nature of the goods and any preview or inspection that was available before purchase.
There is no obligation to provide a refund or credit for reasons including (but not limited to) if you:
- have changed your mind about a Product;
- bought a Product by mistake;
- do not have sufficient expertise to use the Product;
- ask for goodwill; or
- can no longer access a Product because it has been removed by its Content Seller from the Site (you are advised to download Products immediately upon purchase).
When a refund or credit has been assessed by us as due, this will be paid using EFT or a financial instrument which deemed fit.
You acknowledge and agree that despite iCMG’s reasonable precautions, Products may be listed at an incorrect price or with incorrect information due to a typographical error or similar oversight. In these circumstances, iCMG reserves the right to cancel or reverse a transaction, even after your order has been confirmed and a payment has been processed. If a transaction is cancelled, iCMG will promptly arrange for any payment to be credited or refunded.
15. Selling Products
You warrant to iCMG and each Customer that, as a Content Seller, in relation to each Product that you offer for sale on any of the Store:
- you own the intellectual property rights in that Product;
- that Product does not infringe the intellectual property rights of a third party;
- that Product is not false, inaccurate or misleading;
- that Product is not fraudulent, stolen or an unlawful item;
- that Product does not violate any applicable law, statute, ordinance or regulation (including but not limited to, those governing export control, consumer protection, unfair competition, criminal law, antidiscrimination or trade practices or fair trading laws);
- that Product is not defamatory, unlawfully threatening or unlawfully harassing;
- that Product is not obscene and does not contain child pornography and does not constitute or contain material that is adult in nature or harmful to person under the age of 18 years;
- that Product does not contain any content that may be considered as prohibited or potentially prohibited content
- that Product does not contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware;
- that Product would not create liability for iCMG or cause us to lose (in whole or in part) the services of its ISP or other suppliers; and
- that Product would not cause iCMG to violate any applicable law, statute, ordinance or regulation by making it available on the Store.
As a Content Seller, you must:
- ensure all copies of your Products bear a notice of ownership of the intellectual property rights in your Products;
- not offer to or sell to Users any of your Products that have not been approved by iCMG in accordance with this clause 15;
- notify us of any information which may affect or assist in sales of your Product(s);
- provide us with full and accurate information regarding enhancements and new releases of your Products;
- act in good faith at all times and provide such assistance and co-operation as we reasonably request; and
- to the extent practicable, maintain registrations of all relevant intellectual property rights and of all names relating in any way to your Products.
You acknowledge and agree that any Product offered for sale by you on Store must first be submitted to iCMG to enable it to check the quality of the Product and the information provided with the Product.
iCMG may refuse, in its sole discretion, to allow you to offer the Product for sale in store. iCMG is not required to give reasons for refusing to allow you to offer a Product for sale in store.
You acknowledge and agree that if iCMG determines, in its absolute discretion, or is notified by a third party, that a Product that you offer for sale in store does not comply with any applicable laws and/or these TOS, iCMG may disable your User Account and withhold all amounts that you may have earned from the sale of the relevant Product until the earlier of:
- any dispute in relation to the Product has been resolved to the satisfaction of iCMG; and
- the expiry of two years from the date your User Account is disabled.
If after two years, the dispute has not been resolved, iCMG will pay amounts standing to your credit in your User Account to you in accordance with clause 13.
You acknowledge and agree that iCMG will, in its sole discretion, determine the fee payable for each Product on the Store.
Products on Store are continuously reviewed to ensure the store remains consistent with iCMG’s latest quality and technical standards, currency of product and market trends.
You acknowledge and agree that iCMG may, at its sole discretion, elect at any time and for any reason to remove your Products from store without notice to you. iCMG is not responsible for any loss that you may suffer as a result a Product being removed from store by iCMG.
iCMG is not liable for any loss suffered by you as a result of a Customer making use of a Product that you offer for sale in store contrary to the conditions on which the Product was sold to the Customer.
Unless you elect to become an Exclusive Seller in accordance with clause 16, you are free to sell the Product on other web Store or through other outlets as you see fit.
You agree and acknowledge that iCMG may use the whole or any part of a Product which you offer for sale in the iArchitecture Store for promotion of the Store. This promotional use may include use on a features page on a Site itself, or on other Store (eg. social networks). No compensation is due or payable for such uses of your Product.
You agree and acknowledge that an iCMG affiliate can use your watermarked previews in their promotion of the Store. No compensation is due or payable for such uses of your preview.
You agree that a Content Seller may use a watermarked preview of your Product in a preview of another Product without requiring permission from you, without violating your copyright and without providing monetary compensation to you.
You authorize iCMG to submit a DMCA notice to others on your behalf regarding unauthorised use or copies of your Products made elsewhere (without obligation and at iCMG’s sole discretion).
15A. Special arrangements
iCMG may include your Products in promotions such as an iCMG bundle (bundle). If your Product is selected to be part of a bundle, you’ll be informed about how to calculate the revenue your Product can earn as a proportion of the total bundle when included in it, and any change of commission rate applying to your Product in the bundle. When you are notified of your Product’s selection to be included as part of a bundle you will be told when the bundle offer will be run and how much time you have to opt out of the bundle. If you do not opt out within the time frame specified, you agree that your Product will be offered for sale as part of the bundle.
All specifics of bundles are made at our sole discretion (regardless of current commission rates, your sales or your exclusivity status). Sales of bundles will not be counted towards your marketplace sales for the purpose of calculating the marketplace commission on your non-bundle Products.
You acknowledge that it can take several weeks to process and apportion bundle payments and that your User Account will not be credited immediately.
Sometimes we might negotiate volume or other arrangements with Customers as part of our creation of business development opportunities for Content Sellers (special deals). You give us permission to negotiate special deals.
Changes to pricing : Special deals might involve Products being sold for prices that are different to the advertised prices on Store. This means that the fee payable to you is based on the revenue generated from the sales of your Products via our Store, which may not always be determined by reference to the advertised price.
Changes to commission : Special deals might also involve a change to the commission rate for a Product for a particular special deal (as well as the price). You will be given the opportunity to opt out of participating in a special deal that changes the commission rate for a Product selected for a special deal within the time frame we set out when we make the offer to you.
Additional license terms : Special deals might also involve you entering supplementary licensing arrangements to allow the Customer to use your Product in particular ways. If these supplementary licenses are substantially different from the standard marketplace licenses, you will also be given the opportunity to opt out of participating in the special deal within the time frame we set out when we make the offer to you.
You may elect to become an Exclusive Seller which means that you agree only to sell your Products through the Store and not through other web Store or other medium (Exclusive Seller).
In order to become an Exclusive Seller, you must elect to opt into the Exclusive Content Seller Program through your User Account.
For the avoidance of doubt, as an Exclusive Seller, you are still bound by these TOS including the terms of clauses 15 and 15A which set out the obligations of Content Sellers generally.
If one or more of your Products is sold over the Store, iCMG will credit your User Account with the balance of the fee received from the Customer (that is the gross fee less iCMG's commission).
You authorize iCMG to collect and distribute such fees and commissions on your behalf.
The commission payable to iCMG on each sale of a Product will vary according to whether or not you are a an Exclusive Seller or Non Exclusive Seller or whether you are participating in a special deal.
If you are an Exclusive Seller, iCMG's commission for each of your Products that are sold over the Store will be calculated by reference to the Commission Table and by reference to the accumulated value of gross sales of your Products you have achieved over the Store (Lifetime Sales Volume).
Commission rates may be varied by iCMG at its sole discretion, from time to time.
Any changes to the commission rates by iCMG will take effect on and from the date on which notice of the variation is posted by iCMG on the Store. (For commission rates on special deals, see clauses 15 and 15A.)
If you refer a new Customer to the Store you will receive a commission ( 5 – 20 %) based on the rules of Affiliate Program
You automatically have a referral code generated using your username. This code can be used as a "discount coupon".
New Users referred via your referral link are eligible if they:
- have cookies enabled on their browser;
- do not clear their cookies;
- have not been previously referred by another User;
- are not related to you or your business or company;
- have been referred via an external site and not through an iCMG site; and
- make a purchase within three months of the referral.
You may not refer new Users by:
- purchasing a domain name, search engine keyword or pay-per-click advertisement that use any iCMG trademarks and/or variations and mis-spellings thereof; or
- sending unsolicited email or other messaging that in any way may constitute spam;
- engaging in any conduct that would amount to a breach of any laws including, but not limited to, privacy, intellectual property and spam;
- engaging in any conduct that is directly or indirectly in contravention of any direction given to you by iCMG or these TOS; or
- engaging in any conduct that does not meet iCMG's standards of 'fair play' at iCMG's discretion.
iCMG reserves the right, in its absolute discretion, to determine whether or not your use of the referral program complies with any applicable laws and/or these TOS.
iCMG's determination as to whether or not your use of the referral program is in breach of any applicable laws and/or these TOS is final and binding.
If iCMG determines that you have not complied with any applicable laws and/or these TOS, iCMG will disable your User Account and withhold all Referral Commissions that may be payable by iCMG to you at the time it becomes aware of your failure to comply.
19. Prohibited Conduct
You warrant that while using the Store and the various services and features offered on or through the Store, you will not:
- use a false email address or impersonate any person or entity or misrepresent your affiliation with any other person or entity;
- insert your own or a third party's advertising, branding or other promotional content into any of the Site's content, materials or services or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; or
- attempt to gain unauthorised access to other computer systems through the Store.
You must not:
- engage in "spidering", "screen scraping", "database scraping", harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Store or the services offered on or through the Store, including without limitation any information residing on any server or database connected to the Store or the services offered on or through the Store;
- obtain or attempt to obtain unauthorised access to computer systems, materials or information through the Store by any means;
- use the Store or the services made available on or through the Store in any manner with the intent to interrupt, damage, disable, overburden, or impair the Store or such services, including, without limitation, sending mass unsolicited messages or "flooding" servers with requests;
- use the Store, content or services offered on the Store for any purpose or activity of an illegal, fraudulent, obscene, offensive, personally offensive or defamatory nature;
- use the Store to distribute or make available any Product whose primary purpose is to facilitate the distribution of Products outside of the Store;
- use any mechanism, device software or script to affect the proper functioning of the Store including taking any action which may infect the Store with any routine, including (but not limited to) any virus, time bomb, trojan horse, worm, cancelbot or other computer routine that may damage, interfere with, delay, intercept or expropriate any system, data or personal information;
- take any action which may interfere with, disrupt, manipulate, tamper with or otherwise abuse the Store or networks connected to the Store;
- use the Store or the Store' services or features in violation of iCMG's or any third party's intellectual property or other proprietary or legal rights; or
- use the Store or the Store' services in violation of any applicable law.
You further agree that you must not attempt (or encourage or support anyone else's attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Store or the Store' services, or any content of the Store or any of its domains, or make any unauthorised use of the Store or the Store' services or any content of the Store or any of the domains of the Store.
You agree that you must not use the Store in any manner that could damage, disable, overburden, or impair the Store or interfere with any other party's use and enjoyment of the Store or any of its services.
You must not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Store.
iCMG reserves the right, in its absolute discretion, to determine whether or not your use of the Store or content or services available on the Store complies with these TOS.
Any commercial or promotional distribution, publishing or exploitation of the Store, or any content, code, data or materials on the Store, is strictly prohibited unless you have received the express prior written permission from iCMG.
Other than as expressly allowed in these TOS, and unless otherwise indicated in these TOS, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or made available through the Store.
20. Linking to the Store
You agree that if you include a link from any other web site to the Store, such link must link to the full version of an HTML formatted page of the relevant Site.
You are not permitted to link directly to any image hosted on the Store or our services, such as using an "in-line" linking method to cause the image hosted by us to be displayed on another web site.
You agree not to download or use images hosted on the Store on another web site, for any purpose, including, without limitation, posting such images on another site.
You agree not to link from any other web site to the Store in any manner such that the Store, or any page of the Store, is "framed", surrounded or obfuscated by any third party content, materials or branding.
We reserve all of our rights under the law to insist that any link to the Store be discontinued, and to revoke your right to link to the Store from any other web site at any time upon written notice to you.
21. Third Party Store
You may be able to link from the Store to third party web Store and third party web sites may link to the Store.
You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or run by affiliates of ours.
The inclusion of a link to a Linked Site in Store does not constitute or indicate any relationship between iCMG and the operator of that Linked Site or any endorsement or sponsorship by iCMG of that Linked Site.
iCMG disclaims any liability for links:
- from another web site to store; and
- to another web site from store.
iCMG is not responsible for any form of transmission received any Linked Site.
22. Third Party Developers
iCMG is aware that third party developers offer applications for use in conjunction with the Store and that use of these applications may require you to disclose confidential information (such as your iCMG password and username).
While welcoming the contribution made by these third party developers iCMG is not able to, and does not, warrant or endorse those applications and cannot be responsible for any interaction between you and a third party developer. iCMG disclaims any liability so arising.
You will need to form your own view of the benefits to be derived from using any such applications and the reliability and trustworthiness of the third party developer.
23. Public Forums
iCMG may, from time to time, make messaging services, chat services, bulletin boards, message boards, blogs, other forums and other such services available on or through the Store.
In addition to any other rules or regulations that we may post in connection with a particular service, you agree that you must not upload, post, transmit, distribute or otherwise publish through the Store or any service or feature made available on or through the Store, any materials which:
- restrict or inhibit any other user from using and enjoying the Store or the Store' services;
- are fraudulent, unlawful, threatening, abusive, harassing, libellous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent;
- constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;
- violate, plagiarise or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right;
- contain a virus, spyware, or other harmful component;
- contain embedded links, commercial solicitation, advertising, chain letters, mass mailings or, pyramid schemes of any kind;
- constitute commercial solicitation or 'spam' of any kind; or
- constitute or contain false or misleading indications of origin, endorsement or statements of fact.
You further agree not to impersonate any other person or entity, whether actual or fictitious, including anyone from iCMG.
You also may not offer to buy or sell any product or service on, or through, your comments submitted to our forums. You alone are responsible for all information and materials that you post to the Store and the consequences of any of your activities on the Store.
iCMG reserves the right, but does not have an obligation, to monitor and/or review all information and materials posted to the Store or through the Store, and iCMG is not responsible for, and assumes no liability for, any such materials posted by users. However, iCMG reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in iCMG’s sole discretion are objectionable or in violation of these TOS, iCMG’s policies or applicable law.
iCMG may also impose limits on certain features of the forums or restrict your access to part or all of the forums without notice or penalty if we believe you are in breach of these TOS or applicable law, or for any other reason without notice or liability.
It is important to note that comments submitted to a forum may be recorded and stored in multiple places, both on our Store and elsewhere on the Internet, which are likely to be accessible for a long time and you have no control over who will read them eventually.
It is therefore important that you are careful and selective about the personal information that you disclose about yourself and others, and in particular, you should not disclose sensitive, embarrassing, proprietary or confidential information in your comments to our public forums.
iCMG does not exclude any Non-excludable Rights but does exclude all other conditions and warranties implied by custom, law or statute.
Except as provided for by the Non-excludable Rights:
- all content and services on the Store is provided "as is" and without warranties of any kind, either express or implied;
- iCMG and its suppliers expressly disclaim all warranties of any kind, including but not limited to implied warranties of merchantability and fitness for a particular purpose;
- iCMG does not warrant that the functions contained in any content or your access to the Store will be uninterrupted or error-free, that any defects will be corrected or that the Store or the server which stores and transmits content to you are free of viruses or any other harmful components; and
- iCMG does not warrant or make any representation regarding your access to, or the results of your access to, the Store (including any related or linked websites) or any content in terms of correctness, accuracy, timeliness, completeness, reliability or otherwise.
Under no circumstances (including but not limited to any act or omission on the part of iCMG) will iCMG or its affiliates be liable for any indirect, incidental, special and/or consequential damages or loss of profits whatsoever which result from any use or access of, or any inability to use or access, the Store.
To the fullest extent permitted by law, iCMG's liability for breach of any implied warranty or condition which cannot be excluded is limited at the option of iCMG to the following:
- in the case of services supplied or offered by iCMG;
- the supply of the services again;
- the payment of the cost of having services supplied again; and
- in the case of goods supplied or offered by iCMG;
- the replacement of the goods or the supply of equivalent goods; or
- The payment of the cost of replacing the goods or acquiring equivalent goods.
25. Indemnification and Release
You are solely responsible (and agree that iCMG has no responsibility to you or to any third party for) for, and you agree to indemnify and hold harmless iCMG (as well as iCMG’s affiliates, directors, officers, employees and agents) from any and all claims, liabilities, costs and expenses (including legal fees) arising in any way from, any of the following matters:
- your use of the Store;
- any Products you sell or buy through the Store;
- your placement or transmission of any Product, message, content, information, software or other materials through the Store;
- your breach of any applicable related third party contract or terms of service
- your breach of the law or of these TOS.
iCMG reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with iCMG's defense of such claim.
26. Changes to TOS
iCMG may, at its sole discretion, revise or change these TOS (in whole or in part) or the content of the Store from time to time and at any time without notice to you.
Changes in the TOS will be effective at the time notice of the change is posted by us on the Store. It is your responsibility to check for these notices.
Your continued use of the Store and/or the content or services made available on or through the Store after any changes to the TOS are posted will be considered acceptance of those changes.
27. Relationship between the Parties
Nothing in these TOS:
- constitutes a partnership between the parties; and
- except as expressly provided, makes their party an agent of another party for any purpose.
A party cannot in anyway or for any purpose:
- bind another party; or
- contract in the name of another party.
If a party must fulfill an obligation and that party is dependent on another party, then that other party must do each thing reasonably within its power to assist the other in the performance of that obligation.
28. Suspension or Termination
iCMG may suspend or terminate your registration as a User and deny you access to your User Account immediately if:
- you breach these TOS or any other terms and conditions, agreements or rules governing the Store;
- iCMG is unable to verify or authenticate any information you provide to us when you initially sign up as a User or in the course of using the Store; or
iCMG believes that your actions may cause legal liability for you, our other Users or us.
Should ICMG elect to suspend, terminate or restrict your User account in any way, you may be prohibited from accessing the Store temporarily or permanently. In either case, you must not apply for a new User account.
Any notice given in accordance with these TOS will be correctly given if it is in writing and is emailed to a party to the email address that party has nominated or any other email address as may be notified for the purpose of the service of notices.
A notice will be deemed to have been given on the date of delivery.
30. Applicable Laws
If you make use of the Store, or the Products, content, code, data or materials on the Store or available through the Store, except as otherwise provided for in these TOS, you may breach intellectual property laws (including copyright) and other state and federal laws of USA and other countries and may be subject to liability for such unauthorized use.
The laws of New York, USA govern these TOS. Each of iCMG and the User irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of New York, USA.
Last Updated: 7th November , 2013