iCRYO Terms of Use
Effective Date: October 2018
The terms "iCRYO," "we," "us" and "our" refer to iCRYO, LLC, iCRYO Enterprises, LLC,
iCRYO Franchise Systems, LLC and their parents and/or affiliates. Use of iCRYO’s
website located at www.icryo.com (the “Site”) is subject to the following terms and
conditions ("Terms of Use") that you affirmatively accept by using the Site. Please read
these Terms of Use carefully and ensure that you understand them before you begin
use. If you do not agree to the Terms of Use, you should not use the Site.
THESE TERMS EXEMPT iCRYO AND OTHERS FROM LIABILITY OR LIMIT THEIR
LIABILITY AND CONTAIN OTHER IMPORTANT PROVISIONS THAT YOU SHOULD
READ.
iCRYO MAY UPDATE THESE TERMS OF USE AT ANY TIME, IN ITS SOLE
DISCRETION. EACH TIME YOU USE THE SITE, THESE TERMS, AS THEY THEN
READ, WILL GOVERN YOUR USE. IN THE EVENT OF AN UPDATE, YOUR
CONTINUED USE OF THE SITE FOLLOWING THE POSTING OF ANY CHANGES,
SIGNALS YOUR UNDERSTANDING OF, AND AGREEMENT TO, SUCH CHANGES.
Ability to Accept Terms of Use.
The Site is intended for use only by individuals who are at least 13 years old and by
using the Site you represent that you are at least 13 years old. If you are consenting to
these Terms of Use on behalf of a legal entity, you represent and warrant that you have
the authority to consent to these Terms of Use on behalf of the entity.
Scope
These Terms of Use are intended to supplement and not to replace existing agreements
between clients and iCRYO regarding services offered or purchased.
Use of the Site is done at user discretion and at their own risk. iCRYO is not
responsible for any harm that may result or arise out of use of the Site.
Users of the Site represent that they are not located in a country that is subject to a U.S.
Government embargo or that has been designated by the U.S. Government as a
terrorist supporting country and that they are not listed on any U.S. Government list of
prohibited or restricted parties.
Accuracy, Completeness and Timeliness of Information
Although iCRYO makes reasonable efforts to ensure that all information included on the
Site is correct, accuracy cannot be guaranteed and iCRYO does not assume any
responsibility or obligation for the accuracy, completeness, timeliness, or authenticity of
information on the Site. Information obtained via the Site should not be relied upon or
used as the sole basis for making significant decisions without consulting primary or
more accurate, complete or timely sources of information.
Use of the Site
The content included on the Site, such as text, design, graphics, logos, icons, images,
audio clips, downloads, interfaces, code, software, any intellectual property, and the
selection and arrangement of any of these, are the exclusive property of iCRYO, its
affiliates, its licensors and/or its content providers and is protected by copyright,
registered trademark, and other applicable laws.
Materials on the Site or obtained through the Site may not be used as part of any
service or product offerings to third parties. Improper use of information and improper
use of any hardware or software with the intent to damage or interfere with the proper
working of the Site or to surreptitiously intercept any system, data or personal
information from the Site, is strictly prohibited. Users may not interrupt or attempt to
interrupt the operation of the Site in any way and iCRYO reserves the right, in its sole
discretion, to terminate access to or use of the Site at any time without notice.
Termination of access or use of the Site will not waive or affect any right or relief to
which iCRYO may be entitled at law or in equity.
Users may not provide false e-mail addresses, impersonate any person or entity, or
otherwise provide misleading information in connection with their use of the Site. All
remarks, suggestions, ideas, graphics, or other information communicated to iCRYO
through or in relation to the Site (other than personally identifiable information or
trademarked or confidential information of the providing party) will forever be the
property of iCRYO. iCRYO will be entitled to use such submissions for commercial or
other purpose without compensation, credits or notice to the submitter or to any other
person. iCRYO will not incur any liability as a result of any similarities that may appear
in its future business operations, services or products. By submitting unsolicited
submissions to iCRYO the submitter waives the right to make any claim against iCRYO
relating to the submission.
Any use of information obtained from the Site will be consistent with the iCRYO Privacy
Policy located on the Site and the terms of any other agreements between the user and
iCRYO. Possible evidence of use of the Site for illegal purposes will be provided to law
enforcement authorities.
iCRYO may from time to time develop patches or fixes or may find it necessary to install
updates, upgrades and other modifications to the Site. These may from time to time be
automatically installed without providing any additional notice or receiving any additional
consent and users consent to this automatic update. If a user fails to install any
software updates or other required item, use of the Site may be compromised.
Links
The Site may contain links to other websites/applications which are provided only as a
convenience and as an additional avenue of access to the information contained
therein. iCRYO has not necessarily reviewed all of the information on the other
websites/applications and is not responsible for the content of any other
websites/applications, or information, material, products or services that may be offered
through any of these other websites/applications. Inclusion of links to other
websites/applications should not be viewed as an affiliation with the owner of the linked
site nor as an endorsement of the content on the linked site and different terms and
conditions apply to the use of any linked websites/applications. iCRYO is not
responsible for any losses, damages, or other liabilities incurred as the result of the use
of any other websites/applications referenced on the Site.
Intellectual Property
iCRYO’s intellectual property, including trademarks, logos, and service marks as
displayed on the Site are registered and unregistered trademarks of iCRYO, its
affiliates, its licensors, its content providers, and other third parties. All such
trademarks, logos, and service marks are the property of their respective owners.
Nothing on the Site shall be construed as granting by implication, estoppel, or
otherwise, any license or right to use any trademark, logo, or service mark displayed on
the Site without the owner's prior written permission, except as otherwise described
herein. The receipt of information and/or material included on the Site, is conditioned
on the user’s prohibition from modifying or deleting any copyright, registered trademark
or other proprietary notice that appears on the information. Any other use of information
and/or material contained on the Site, including, but not limited to, the modification,
distribution, transmission, performance, broadcast, publication, licensing, reverse
engineering, transfer or sale of, or the creation of derivative works from, any material,
information, or software obtained from the Site, is expressly prohibited. iCRYO, its
affiliates, its licensors and/or its content providers retain full and complete title to the
information and material provided on the Site, including all associated intellectual
property rights. iCRYO neither warrants nor represents that use of information and/or
material from the Site will not infringe rights of third parties not affiliated with iCRYO.
iCRYO reserves all rights not expressly granted in and to the Site.
iCRYO respects the intellectual property rights of others and may remove content that it
believes may infringe the intellectual property rights of others. If you believe that the
Site has infringed your intellectual property rights, please notify iCRYO and provide the
following information:
• An identification of the intellectual property claimed to have been infringed,
including copies of registration certificates, if available.
• A detailed description of the material that you claim is infringing, so that
iCRYO may locate it.
• Your address, telephone number, and email address.
• A statement by you that you have a good faith belief that the allegedly
infringing use is not authorized by the intellectual property rights owner, its
agent, or the law.
• A statement, made under penalty of perjury, by you that the above
information is accurate and that you are authorized to act on behalf of the
owner of the intellectual property rights involved.
Please send the foregoing to the following address:
ICRYO
14200 Gulf Freeway, Suite 210,
Houston, Texas, 77034
DISCLAIMERS
USE OF THE SITE IS AT THE USER’S SOLE RISK. THE SITE IS PROVIDED ON AN
"AS IS" AND "AS AVAILABLE" BASIS. iCRYO RESERVES THE RIGHT TO
RESTRICT OR TERMINATE ACCESS TO THE SITE OR ANY FEATURE OR PART
THEREOF AT ANY TIME. iCRYO EXPRESSLY DISCLAIMS ALL WARRANTIES OF
ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO:
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND ANY WARRANTIES THAT MATERIALS ON THE SITE
ARE NONINFRINGING, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF
PERFORMANCE OR COURSE OF DEALING; THAT ACCESS TO THE SITE WILL BE
UNINTERRUPTED OR ERROR-FREE; THAT THE SITE WILL BE SECURE; THAT
THE SITE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SITE WILL BE
COMPLETE, ACCURATE, TIMELY, OR AUTHENTIC. USERS ARE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEM OR LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF ANY MATERIALS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM
iCRYO OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY OF
ANY KIND. ANY WARRANTY THAT CANNOT BE EXCLUDED UNDER APPLICABLE
LAW IS LIMITED IN DURATION TO 30 DAYS FROM THE EVENT GIVING RISE TO
THE WARRANTY.
LIMITATION OF LIABILITY
SITE USERS HEREBY ACKNOWLEDGE THAT ANY INFORMATION SENT OR
RECEIVED MAY NOT BE SECURE AND MAY BE INTERCEPTED OR OBTAINED BY
UNAUTHORIZED PARTIES. IT IS UNDERSTOOD AND ACKNOWLEDGED THAT
FULL RESPONSIBILITY FOR USE OF THE SITE IS AT THE USER’S SOLE RISK
AND DISCRETION.
iCRYO, ITS AFFILIATES, FRANCHISEES, LICENSEES OR BUSINESS PARTNERS
WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY
RELATED TO THE SITE OR WITH THE DELAY OR INABILITY TO USE THE SITE,
OR FOR ANY INFORMATION, PRODUCTS OR SERVICES ADVERTISED IN OR
OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF
THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR
OTHERWISE, EVEN IF iCRYO OR ANY OF ITS AFFILIATES, FRANCHISEES OR
BUSINESS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES
AND REGARDLESS OF THE EXISTENCE OF NEGLIGENCE, UNLESS OTHERWISE
STATED HEREIN. THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY
DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE,
ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION
OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION,
COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, ANY LOSS
OF PROFITS, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION
OF, LOSS OF USE OF ANY RECORD OR DATA, OR ANY OTHER TANGIBLE OR
INTANGIBLE LOSS.
USERS OF THE SITE SPECIFICALLY ACKNOWLEDGE AND AGREE THAT iCRYO,
ITS AFFILIATES, FRANCHISEES, LICENSEES AND ITS BUSINESS PARTNERS
SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, ILLEGAL, OR
OTHERWISE INAPPROPRIATE OR OBJECTIONABLE CONDUCT OF ANY USER.
THE MAXIMUM AMOUNT OF DIRECT DAMAGES RECOVERABLE FOR ALL
EVENTS, ACTS OR OMISSIONS HEREUNDER OR OTHERWISE, EXCLUDING
EVENTS INVOLVING A PARTY’S FRAUD OR WILLFUL MISCONDUCT, SHALL NOT
EXCEED THE TOTAL CASH AMOUNT PAYABLE BY THE USER TO iCRYO FOR
SERVICES PROVIDED BY iCRYO (IF THE USER IS A CLIENT). IN NO EVENT WILL
THE MEASURE OF DAMAGES INCLUDE, NOR WILL A PARTY BE LIABLE FOR,
ANY AMOUNTS FOR LOSS OF INCOME, PROFIT OR SAVINGS, OR INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY
PARTY, INCLUDING CLAIMS OR DAMAGES OF THIRD PARTIES, EVEN IF THE
PARTIES HAVE BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES.
USERS OF THE SITE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR
RELATED TO THE SITE MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE
CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY
BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON
HOW LONG AN IMPLIED WARRANTY LASTS, THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR SHORTENING
OF THE STATUTE OF LIMITATIONS PERIOD, ALL OR A PORTION OF THE ABOVE
LIMITATIONS MAY NOT APPLY. If these limitations as written are not permitted by
applicable law, they shall apply to the extent permitted by applicable law. Nothing herein
precludes a party from seeking specific enforcement, injunctive relief or other equitable
remedy.
Third Party Products
Any software, services, goods or other products or technology that are provided by a
third party, or that are provided by iCRYO but are: (i) identified by iCRYO with a brand
name or logo that is not an iCRYO brand name or logo, or (ii) provided subject to a
user’s agreement to the third party’s legal terms and conditions (“Third Party Products”)
are subject to the terms of the license and other agreement terms of the third party.
Specifically, but without limitation, the operating system, virtualization and other general
systems software may be a Third Party Product subject to separate licensing terms,
conditions and restrictions of the third party providers. Users may be required to accept
the end user license and other terms of the third party providers as a condition to use of
Third Party Products.
Indemnification
Users of the Site agree to indemnify, defend and hold harmless iCRYO and its officers,
directors, employees, agents, franchisees, licenses, licensors, and suppliers, from and
against any and all losses, liabilities, expenses, damages and costs, including
reasonable attorneys' fees and court costs, arising or resulting from their use of the Site
or any products or services offered or accepted through the Site and any violation of
these Terms of Use. If technical disruption of the Site or the systems supporting it
occurs due to a user’s action or inaction, the user agrees to be responsible for any and
all losses, liabilities, expenses, damages and costs, including reasonable attorneys' fees
and court costs, arising or resulting from that disruption. iCRYO reserves the right, at its
own expense, to assume exclusive defense and control of any matter otherwise subject
to indemnification and, in such case, users agree to cooperate with iCRYO in defense of
such matter.
Confidentiality
The privacy of all users must be protected at all times. iCRYO will maintain reasonable
administrative, physical, and technical safeguards for protection of the security,
confidentiality and integrity of the Site. Upon request, iCRYO will provide a description
of its security measures for the Site. Users are responsible for deciding if iCRYO’s
security measures meet the user’s requirements in light of the business goals and any
laws or regulations applicable to the user’s business. Users agree that iCRYO is not
responsible for any harm as a result of a security incident arising from use of the Site
unless the incident resulted from iCRYO’s failure to properly implement and maintain its
security measures.
Jurisdiction
The Site is controlled by iCRYO from its offices located within the United States of
America and has been designed to comply with the laws of the United States.
Questions regarding the enforceability and scope of the arbitration provision contained
herein will be interpreted and enforced in accordance with the U.S. Federal Arbitration
Act. Otherwise, the laws of the State of Texas govern these Terms of Use and use of
the Site. If the Site is accessed from a location outside of the United States, it is done at
the user’s sole risk and discretion with the understanding that laws applicable in a
foreign location may not be applicable to the Site.
Any controversy or claim arising out of or relating to these Terms of Use, or the breach
thereof, shall be submitted to binding arbitration and decided on an individual basis,
and not on a class-wide or multiple plaintiff basis or in an action where any party
hereto acts in a representative capacity, unless prohibited by law. Any such
arbitration shall be administered by the American Arbitration Association under its
Consumer Arbitration Rules, and judgment on the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof. It is expressly acknowledged,
understood and agreed that: arbitration is final and binding; the parties are
waiving their right to seek legal remedies in court including the right to a trial by
jury; pre-arbitration discovery generally is more limited than and different from
that available in court proceedings; the arbitrator’s award is not required to
include factual findings or legal reasoning; and any party’s right to appeal or
vacate, or seek modification of, the arbitration award, is strictly limited by law.
The arbitration will be before a single arbitrator. The place of arbitration will be Houston,
Texas, United States of America. It is understood, acknowledged and agreed that in any
such arbitration, each party will be solely responsible for payment of his/her/its own
counsel fees. The parties will each pay their required share of the costs of arbitration.
Notwithstanding the foregoing, either party may seek injunctive relief from an
appropriate state or federal court located in Texas prior to or during the arbitration, may
file suit in a court of law to address intellectual property infringement claims and may
bring individual actions in small claims court.
Entire Agreement
These Terms of Use along with the agreements referenced herein between users and
iCRYO regarding product purchase and licensing (which are incorporated hereunder by
reference), constitute the entire Agreement and supersedes all prior agreements,
negotiations, representations and proposals, written and oral, relating thereto.
Severability
If any provision of these Terms of Use is unlawful, void or unenforceable, the remaining
provisions shall remain in full force. In the event any provision is found by an arbitrator
or court of competent jurisdiction to exceed the limits permitted by any applicable law or
to be invalid as written, it may be reformed to the extent necessary to make it
reasonable and enforceable.
No Assignment
Users and the persons he/she represents may not assign these Terms of Use or the
rights and obligations hereunder without the express prior written consent of iCRYO,
which may be withheld in iCRYO’s discretion. iCRYO may assign these Terms of Use
and its rights and obligations hereunder without user consent.
How to Contact Us
Questions or comments about these Terms of Use or the Site may be directed to:
corporate@icryo.com