Terms of Service

This is a Legally Binding Agreement between You and icy365

These Terms and Conditiond of Use (the “Terms” or „Agreement“) create a legal agreement between you (a “User”) and UAB „IcySoft“. (“icy365,” “we,” “our”, “us“). These Terms govern your use of the services, software and websites (together, the “Services”) provided by icy365. By accessing or using the Services, you acknowledge and agree that you have read, understand, and agree to be bound by these Terms and our Privacy Policy. 

Our Privacy Policy explains the way we collect and use your information. If you’re using our Service on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to that Organization. If icy365 has previously prohibited you from accessing or using the Services, you are not permitted to access or use the Services.

Agreement permits Customers to create and configure teams and invite others (“End Users”) to join. If you have been invited to a team created by a Customer, you acknowledge and agree that the Customer owns all content that you submit or upload to the Services and controls your use of the Services in accordance with applicable local laws, including but not limited to adding or removing you from a team, enabling or disabling third-party integrations, managing permissions, and accessing, modifying, or removing content that you submit or upload to the Services. 

We may, from time to time, modify these Terms. Please check this page periodically for updates. If you do not agree to, or cannot comply with, the modified Terms, you must stop using the Services. The updated Terms will take effect upon their posting and will apply on a going-forward basis, unless otherwise provided in a notice to you, as defined in these terms. Your continued use of the Services after any such update constitutes your binding acceptance of such changes.

Account Creation and Use
Our Service is not intended for use by persons under the age of 16. By using the Service you are representing to us that you are over the age of 16.
To access the Services, you must login with your Office 365 account, with your Office 365 login credentials, by providing an email address and a password, and providing us with other information that we request. You agree to provide us with accurate, complete, and current registration information about yourself. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your user name and password. We may assume that any communications we receive under your account have been made by you.
You are responsible for notifying us at info@icy365.com if you become aware of any unauthorized use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. icy365 will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by icy365 or a third party due to someone else using your account.

Your Use of icy365 Software

As part of the Service, we provide downloadable client software (the “Software”) for your use in connection with the Service. This Software may update automatically and if such Software is designed for use on a specific mobile or desktop operating system, then a compatible system is required for use. So long as you comply with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Service; provided, however, that this license does not constitute a sale of the Software or any copy thereof, and as between icy365 and You, icy365 retains all right, title and interest in the Software.

Your Content
The Services allow you to create workspaces, tasks, events, notes and submit associated information, text, files, personal contacts, emails, and other materials (collectively, “User Content”) and to share that User Content with others. You retain ownership of your Content, but by uploading it onto the Service, you are granting us a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Content for the purpose of (i) caching to increase app performance; and (ii) enrich Office 365 functionality.
We reserve the right to remove Content on the Service that violates our Acceptable Use Policy or these Terms or that we otherwise reasonably believe may create liability for icy365.

You acknowledge and agree that you have all required rights to submit User Content without violation of any third-party rights. You understand that icy365 does not control, and is not responsible for, User Content, and that by using the Services, you may be exposed to User Content from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content may contain typographical errors, other inadvertent errors or inaccuracies. You agree that you will indemnify, defend, and hold harmless icy365 for all claims resulting from User Content you post. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.

Administrator Access to Your Content
When you sign up for our Service, you associate one or more email addresses with your account. If you use an email address provided to you by a third party entity of which you are a part (such as yourname@youremployer.com or yourname@nonprofit.org) (each an “Entity”) you hereby grant that Entity and its administrator(s) permission to access, use, download, export, disclose, share, restrict and/or remove Content that you have associated with the email address that includes their domain. You acknowledge and understand that an Entity may elect to utilize one or more third party applications in connection with their teams’ use of the Service and that, by associating Content with an email address that includes an Entity’s domain, you are granting permission to have such Content shared with such third party application(s). You also acknowledge and understand that an Entity may restrict or terminate your access to Content associated with the email address that includes their domain. Please remember that you can associate more than one email address with your icy365 account, so you may want to consider associating personal Content with a personal email address.

Your Use of Third Party Applications
If you elect to utilize any third party application in connection with your use of the Service, by doing so you are consenting to your Content being shared with such third party application. To understand how such third party application provider utilizes your Content and other information, you should review their privacy policy.
Security
We will use industry standard technical and organizational security measures in connection with the storage, processing and transfer of your Content that are designed to protect the integrity of that Content and to guard against unauthorized or unlawful access to, use of, or processing of such Content.
Use Outside Republic of Lithuania
The Services are controlled and operated by icy365 from its offices in Republic of Lithuania. icy365 makes no representations that the Services are appropriate for use in other locations. Those who access or use the Services from other locations do so at their own risk and are responsible for compliance with local law. icy365 may offer services in other jurisdictions in which case a different version of these Terms may apply and will be presented to you on such services.
Termination
You are free to stop using our Service at any time.  If you decide to do that, you are obligated to inform us at least 5 working days in advance.

We also reserve the right to suspend or end the Service at any time at our discretion and without notice. We may also terminate or suspend your access to the Service at any time if you are not complying with these Terms or if you are using the Service in a manner that we believe may cause us financial or legal liability.


icy365 Proprietary Rights
icy365 and/or its licensor(s) are the sole owners of the Website, which includes any software, domains, and content made available through them. The Website are protected by Lithuanian and International copyright and other intellectual property laws. The Services are owned and operated by icy365 and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by icy365 and its partners, as well as other sources, and is protected by interational copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Services are also protected as a collective work or compilation under international copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by icy365 and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of icy365 and such others. You agree to protect the proprietary rights of icy365 and all others having rights in the Services during and after the term of these Terms and to comply with all reasonable written requests made by icy365 or its suppliers and licensors (collectively, “Suppliers”) of content or otherwise to protect their and others’ contractual, statutory, and common law rights in the Services. You agree to notify icy365 immediately upon becoming aware of any claim that the Services infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Services shall, as between you and icy365, at all times be and remain the sole and exclusive property of icy365. Any unauthorized use of any material contained on or through the Services may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
License and Acceptable Use
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Services only for your own internal, personal, or non-commercial use, and only in a manner that complies with all legal requirements that apply to you or your use of the Services, including the icy365 Privacy Policy, these Terms, and if applicable, the Subscriber Agreement. icy365 may revoke this license at any time, in its sole discretion. Upon any such revocation, you must promptly destroy all materials downloaded or otherwise obtained from the Services, as well as all copies of such materials, whether made in accordance with these Terms or otherwise.

Modifications to the Service
The Service may be modified from time to time, often without prior notice to you. Your continued use of the Service constitutes your acceptance of such modifications. If you are not satisfied with a modification we make to the Service, your sole remedy is to terminate your use of the Service.
Indemnification
You agree to defend, indemnify and hold harmless icy365 and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from your use of and access to the Service or the Software, or from or in connection with any Content uploaded to the Service through your account by a third party using your account with your knowledge or consent.

Legal Compliance
You acknowledge, consent, and agree that icy365 may access, preserve, and disclose your information and/or any User Content you submit to the Services if required to do so by law or in a good faith belief that such access, preservation, or disclosure is permitted by icy365’s Privacy Policy or reasonably necessary or appropriate for any of the following reasons: (1) to comply with legal process; (2) to enforce these Terms, our Privacy Policy, or other contracts with you, including investigation of potential violations thereof; (3) to respond to claims that any content violates the rights of third parties; (4) to respond to your requests for customer service; and/or (5) to protect the rights, property, or personal safety ofi, its agents and affiliates, its users, and the public. This includes exchanging information with other companies and organizations for fraud protection, and spam/malware prevention, and similar purposes.
Privacy
For information about how we collect, use, and share the data we collect from and about you, please see our Privacy Policy which is incorporated by reference into these Terms.

No Warranty
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, ICY365 DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF CONTENT) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN NO EVENT SHALL ICY365 OR ITS AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICES, OR ANY LINK PROVIDED ON THE SERVICES, WHETHER OR NOT ICY365 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. ICY365 IS NOT RESPONSIBLE FOR ANY THIRD PARTY CONTENT THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE USE OF THE SERVICE OR FOR ANY DAMAGE OR LOSS OF DATA THAT MAY RESULT. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATION OR SERVICE THAT PROVIDES ACCESS TO OUR SERVICE (E.G., ANY THIRD PARTY APPLICATION DEVELOPED USING ICY365 API). 

Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ICY365, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT ICY365 HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Governing Law
These Terms will be governed by the laws of Republic of Lithuania, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
Disputes and Arbitration
You agree that these Terms and any claim, dispute or controversy arising out of in connection with these Terms s or their subject matter or formation (including non-contractual disputes or claims), the Website, icy365’s advertising or any related transaction between you and us shall be governed by and construed in accordance with law of Republic of Lithuania. Any dispute arising between you and icy365 will be resolved by binding arbitration. The arbitration shall be conducted by a single arbitrator in Lithuania. Unless otherwise expressly required by applicable law, each party shall bear its own attorneys’ fees without regard to which party is deemed the prevailing party in the arbitration proceeding. Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of Republic of Lithuania. 
Data Transfer
In connection with providing you the Service icy365 may transfer, store and process your Content in the Republic of Lithuania or in any other country in which icy365 or its agents maintain facilities. By using the Service you consent to this transfer, processing and storage of your Content.

Entire Agreement; Severability; Waiver
These Terms constitute the entire agreement between you and icy365 concerning the Service replace any prior or contemporaneous agreements, terms or conditions applicable to your use of the Service. If a provision of these Terms is found to be unenforceable, the remaining provisions of these Terms will remain in full force and effect and an enforceable term will be substituted reflecting as closely as possible our original intent. icy365 failure to enforce any provision of these Terms shall not be deemed a waiver of its right to do so later.
Assignment
These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.
Notices
We may provide you with legal notices and notices related to your account via email using the email address associated with your account. We may provide you, and people from your organization with other marketing or business-related information, including information about Service updates or changes, via email.
For questions about these or any icy365 terms or policies, email us at info@icy365.com.