Terms
and Conditions
Standard Terms and Conditions Between IceLatino.Com and
Client rev. Effective Date: Feb 1st, 2008
Welcome to the IceLatino.Com website, which is located
at IceLatino.Com (the "Website"). This Terms
of Service ("TOS") contain the terms and conditions
that govern your use of the Website and theIceLatino.com
Service (as defined below). This TOS describes your rights
and responsibilities and what you can expect from the
IceLatino.com Service. Use of the IceLatino.Com Website
constitutes your acceptance of and agreement to this TOS.
IceLatino.Com reserves the right to add, delete and/or
modify any of the terms and conditions contained in this
TOS, at any time and in its sole discretion, by posting
a change notice or a new agreement on the IceLatino.Com
Website. In the event of substantive changes to this TOS,
you may be notified by email. If any modification is unacceptable
to you, your only recourse is to not use the Website and
the IceLatino.Com Service. Your continued use of the IceLatino.Com
Website following posting of a change notice or new TOS
on the IceLatino.Com Website will constitute binding acceptance
of the changes.
1. IceLatino.Com Service.
IceLatino.Com provides a number of Internet-based services
through the Website (all such services, collectively,
the " IceLatino.Com Service"). One such service
enables users to create customized products, including
without limitation, merchandise, books, compact discs,
VCDs, and CD-ROMS (collectively, "Products").
IceLatino.Com users may create and purchase individual
Products for their own use or sell Products through their
own page on the Website ("Shops"). Users who
would like to sell Products through Shops must enter into
the Shopkeeper Agreement. IceLatino.Com allows all users
to browse the Website and purchase Products from the Shops.
IceLatino.Com may offer a number of other services on
its Website, including without limitation, message boards,
contests, and newsletters, which may change from time
to time.
2. Use of the Web Site and IceLatino.Com Service.
2.1 Eligibility. IceLatino.Com will only knowingly provide
the IceLatino.Com Service to parties that can lawfully
enter into and form contracts under applicable law. If
you are under the age of 18, but at least 13 years of
age, you may use the IceLatino.Com Service only under
the supervision of a parent or legal guardian who agrees
to be bound by this TOS. IceLatino.Com Service is not
intended for children under the age of 13.
2.2 Compliance with TOS and Applicable Law. You must comply
with all of the terms and conditions of this TOS, the
applicable agreements and policies referred to below,
and all applicable laws, regulations and rules when you
use the IceLatino.Com Service and the Website.
2.3 Your License to Use the Web Site and the IceLatino.Com
Service.
(a) IceLatino.Com solely and exclusively owns all intellectual
property and other rights, title and interest in and to
the IceLatino.Com Service and Website, except as expressly
provided for in these TOS. For example and without limitation,
IceLatino.Com owns the trademarks IceLatino.Com the copyrights
in and to the Website, and certain technology used in
providing the IceLatino.Com Service. You will not acquire
any right, title or interest there in under this TOS or
otherwise to any intellectual property owned by IceLatino.Com
(b) IceLatino.Com grants you a limited revocable license
to access and use the Website and the IceLatino.Com Service
for its intended purposes, subject to your compliance
with this TOS. This license does not include the right
to collect or use information contained on the Website
for purposes prohibited by IceLatino.Com ; to compete
with IceLatino.Com ; to create derivative works based
on the content of the Website; or download or copy the
Website (other than page caching). If you use the Website
in a manner that exceeds the scope of this license or
you breach this TOS, IceLatino.Com may revoke the license
granted to you.
(c) This Section 2.3 does not pertain to your intellectual
property rights. For information regarding your intellectual
property rights, please see Section 4.3.
2.4 Third-Party Services. IceLatino.Com may use third
parties to provide certain services accessible through
the Website. IceLatino.Com does not control those third
parties or their services, and you agree that IceLatino.Com
will not be liable to you in any way for your use of such
services. These third parties may have their own terms
of use and other policies. You must comply with such terms
and policies as well as this TOS when you use those services.
If any such terms or policies conflict with IceLatino.Com's
TOS, agreements or policies, you must comply with IceLatino.Com's
TOS, agreements or policies, as applicable.
3. General Rules.
3.1 Prohibited Use. You may only use the IceLatino.Com
Service as expressly permitted by IceLatino.Com You may
not cause harm to the Website or the IceLatino.Com Service.
Specifically, but not by way of limitation, you may not:
(i) interfere with the IceLatino.Com Service by using
viruses or any other programs or technology designed to
disrupt or damage any software or hardware; (ii) modify,
create derivative works from, reverse engineer, decompile
or disassemble any technology used to provide the IceLatino.Com
Service; (iii) use a robot, spider or other device or
process to monitor the activity on or copy pages from
the Website, except in the operation or use of an internet
"search engine", hit counters or similar technology;
(iv) collect electronic mail addresses or other information
from third parties by using the IceLatino.Com Service;
(v) impersonate another person or entity; (vi) use any
meta tags, search terms, key terms, or the like that contain
IceLatino.Com's name or trademarks; (vii) engage in any
activity that interferes with another user's ability to
use or enjoy the IceLatino.Com Service; or (viii) assist
or encourage any third party in engaging in any activity
prohibited by this TOS.
3.2 Privacy Policy. By entering into this TOS, you agree
to IceLatino.Com's collection, use and disclosure of your
personal information in accordance with the Privacy Policy.
3.3 Ordering Policies. If If you purchase Products, you
agree to do so in accordance with IceLatino.Com's Ordering
Policy and instructions on the Website. Title to the Products
you purchase passes to you when the Products are delivered
to the common carrier.
4. Create and Buy General Rules and License.
4.1 Description. As part of the IceLatino.Com Service,
IceLatino.Com offers a service (the "Create &
Buy Service") that allows you to upload images, video,
audio, data, and other content (collectively, "Content")
to the Website to create, produce and purchase Products
featuring the uploaded Content for your own use.
4.2 Delivery of Content. You will upload or deliver to
IceLatino.Com all Content that you want to use with the
Create & Buy Service in accordance with the applicable
instructions on the Website and the Content Usage Policy.
IceLatino.Com may, in its sole and exclusive discretion,
determine whether any Content complies with such instructions
and is satisfactory for use with the Create & Buy
Service.
4.3 Licensing Your Content to IceLatino.Com. You will
retain ownership of the Content that you upload to the
Website. You hereby grant to IceLatino.Com a royalty-free,
worldwide, transferable, nonexclusive, right and license
to use such Content, in all media existing now or created
in the future, as IceLatino.Com deems necessary to enable
you to use the Create & Buy Service to create, produce
and purchase Products. IceLatino.Com may sublicense the
rights that you grant it in this Section to a third party
subcontractor only for purposes of providing the IceLatino.Com
Service, processing your order, and producing and shipping
your Products.
5. Reservation of Rights.
5.1 Monitoring. IceLatino.Com reserves the right, but
does not assume the obligation, to monitor transactions
and communications that occur through the Website. If
IceLatino.Com determines, in its sole and absolute discretion,
that you or another IceLatino.Com user will breach a term
or condition of this TOS or that such transaction or communication
is inappropriate, IceLatino.Com may cancel such transaction
or take any other action to restrict access to or the
availability of any material that may be considered objectionable,
without any liability to you or any third party.
5.2 Modification of the Service. IceLatino.Com reserves
the right to modify the organization, structure or "look
and feel" of the IceLatino.Com Service or the Website,
and may change, suspend, or discontinue any aspect of
the IceLatino.com Service at any time without any liability
to you or any third party. IceLatino.Com shall have complete
discretion over the features, functions, prices and other
terms and conditions on which the IceLatino.Com Service
is offered to IceLatino.Com users.
6. Submissions.
When you submit questions, comments, suggestions, ideas,
message board postings, material submitted via web forms,
contest entries, communications or any other information
("Submissions"), you grant IceLatino.Com permission
to use such Submissions for marketing and other promotional
purposes, including the right to sublicense. You agree
that IceLatino.Com will have no obligation to keep any
Submissions confidential. You will not bring a claim against
IceLatino.Com based on "moral rights" or the
likes arising from IceLatino.Com's use of a Submission.
This Section does not apply to your Content that you use
in connection with the Create & Buy Service or Shopkeeper
Service.
7. Representations and Warranties.
7.1 Mutual Representations and Warranties. You represent
and warrant to IceLatino.Com represents and warrants to
you: (i) that you or it has the full power and authority
to enter into and perform under this TOS, (ii) the execution
and performance of your or its obligations under this
TOS does not constitute a breach of or conflict with any
other agreement or arrangement by which you or it is bound,
and (iii) this TOS is a legal, valid and binding obligation
of the party entering into this TOS, enforceable in accordance
with its terms and conditions.
7.2 By You. You represent and warrant to IceLatino.Com
that, in your use of the IceLatino.com Service, you: (i)
will not infringe the copyright, trademark, patent, trade
secret, right of privacy, right of publicity or other
legal right of any third party, and (ii) will comply with
all applicable laws, rules, and regulations. You further
represent and warrant to IceLatino.Com that: (i) there
are no claims, demands or any form of litigation pending,
or to the best of your knowledge, threatened with respect
to any of your Content; (ii) IceLatino.Com will not be
required to make any payments to any third party in connection
with its use of your Content, except for the expenses
that IceLatino.Com incurs in providing the IceLatino.Com
Service; (iii) the use of any instructions, formulae,
recommendations, or the like contained in your Content
will not cause injury to any third party; and (iv) your
Content does not contain viruses or any other programs
or technology designed to disrupt or damage any software
or hardware.
8. Disclaimers and Exclusions.
DISCLAIMER OF WARRANTIES. IceLatino.COM PROVIDES THE WEBSITE
AND IceLatino.COM SERVICE ON AN "AS IS" AND
"AS AVAILABLE" BASIS. T IceLatino.COM DOES NOT
REPRESENT OR WARRANT THAT THE WEBSITE, IceLatino.COM SERVICE
OR ITS USE: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE
OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS,
OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE
HARDWARE OR SOFTWARE YOU USE. IceLatino.COM MAKES NO WARRANTIES
OTHER THAN THOSE MADE EXPRESSLY IN THESE TOS, AND HEREBY
DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY AND NON-INFRINGEMENT.
9. Limitation of Liability.
LIMITATION OF LIABILITY. IceLatino.COM WILL NOT BE LIABLE
TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES
RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL)
ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE
OF THE IceLatino.COM SERVICE OR THIS TOS, BASED ON ANY
CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS
AND WARRANTIES UNDER THIS TOS OR IN CONNECTION WITH YOUR
INDEMNITY OBLIGATIONS UNDER THIS TOS, IN NO EVENT WILL
THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS
TOS EXCEED THE GREATER OF (i) THE AMOUNT PAID BY CAFEPRESS.COM
TO YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE
EVENT THAT GIVES RISE TO SUCH LIABILITY OR (ii) $100.
10. Indemnification.
You must indemnify and hold IceLatino.Com and its employees,
representatives, agents, affiliates, directors, officers,
managers and shareholders (the "Parties") harmless
from any damage, loss, or expense (including without limitation,
attorneys' fees and costs) incurred in connection with
any third-party claim, demand or action ("Claim")
brought against any of the Parties alleging that you have
breached any provision of this TOS through any act or
omission. If you have to indemnify IceLatino.Com under
this Section, IceLatino.Com will have the right to control
the defense, settlement, and resolution of any Claim at
your sole expense. You may not settle or otherwise resolve
any Claim without IceLatino.com's express written permission.
11. Termination.
11.1 Termination. In its sole discretion, with or without
notice to you, IceLatino.Com may: (i) suspend, limit your
access to or terminate your use of the Website and/or
the IceLatino.Com Service, (ii) suspend, limit your access
to or terminate your account, (iii) remove any of your
Content from IceLatino.Com's servers and directories and
(iv) prohibit you from using the IceLatino.Com Service
and/or the Website.
11.2 Survival. Notwithstanding Section 11.1 above, this
TOS will survive indefinitely unless and until IceLatino.Com
chooses to terminate this TOS.
11.3 Effect of Termination. If you or IceLatino.Com terminates
your use of the Website or the IceLatino.Com Service,
IceLatino.Com may delete any Content or other materials
relating to your use of the IceLatino.Com Service on IceLatino.Com's
servers or otherwise in its possession and IceLatino.Com
will have no liability to you or any third party for doing
so.
12. Notice.
All notices required or permitted to be given under these
TOS will be in writing and delivered to the other party
by any of the following methods: (i) U.S. mail, (ii) overnight
courier, or (iii) electronic mail. If you give notice
to IceLatino.Com, you must use the following addresses:
cedistributors@yahoo.com. If IceLatino.Com provides notice
to you, IceLatino.Com will use the contact information
provided by you to IceLatino.Com. All notices will be
deemed received as follows: (i) if by delivery by U.S.
mail, seven (7) business days after dispatch, (ii) if
by overnight courier, on the date receipt is confirmed
by such courier service, or (iii) if by electronic mail,
24 hours after the message was sent, if no "system
error" or other notice of non-delivery is generated.
If applicable law requires that a given communication
be "in writing," you agree that email communication
will satisfy this requirement.
13. Dispute Resolution.
All disputes arising out of, relating to or connected
with these TOS or your use of any part of the IceLatino.Com
Service will be exclusively resolved under confidential
binding arbitration held in Austin, Texas, before and
in accordance with the Rules of the American Arbitration
Association, by a sole arbitrator applying Texas law (without
regard for conflicts of law principles). The arbitrator's
award will be binding and may be entered as a judgment
in any court of competent jurisdiction. Any action to
enforce an arbitrator's award will be brought in a federal
or state court located in Austin, Texas. Each party hereby
irrevocably submits to the personal jurisdiction of the
Federal and Texas State courts in Travis County. Notwithstanding
anything to the contrary in this Section 13, IceLatino.Com
may seek equitable relief, including, without limitation,
injunctive relief and specific performance, without the
requirement of posting a bond or other security or proving
money damages are insufficient, from a court of competent
jurisdiction.
14. Miscellaneous.
These TOS will be binding upon each party here to and
its successors and permitted assigns, and governed by
and construed in accordance with the laws of the State
of Texas without reference to conflict of law principles.
This TOS is not assignable or transferable by you without
the prior written consent of IceLatino.Com. This TOS (including
all of the policies and other Agreements described in
this TOS, which are incorporated herein by this reference)
contain the entire understanding of the parties regarding
its subject matter, and supersedes all prior and contemporaneous
agreements and understandings between the parties regarding
its subject matter. No failure or delay by a party in
exercising any right, power or privilege under this TOS
will operate as a waiver thereof, nor will any single
or partial exercise of any right, power or privilege preclude
any other or further exercise there of or the exercise
of any other such right, power, or privilege. You and
IceLatino.Com are independent contractors, and no agency,
partnership, joint venture, or employee-employer relationship
is intended or created by this TOS. The invalidity or
unenforceability of any provision of this TOS will not
affect the validity or enforceability of any other provision
of this TOS, all of which will remain in full force and
effect.
