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Privacy Policy

BY ACCEPTING THIS AGREEMENT, EITHER BY INDICATING CLIENT ACCEPTANCE, BY EXECUTING A SALES ORDER THAT REFERENCES THIS AGREEMENT, OR BY RECEIVING OR UTILIZING THE SOFTWARE OR SERVICES (AS DEFINED BELOW), CLIENT AGREES TO ALL THE TERMS OF THIS AGREEMENT.

This Agreement is a legally binding contract between CLIENT and ICC. If CLIENT IS entering into this Agreement on behalf of a company or other legal entity, CLIENT represent that CLIENT have the authority to bind that entity to this Agreement.

ICC does not accept any changes, additions, or deletions to this Agreement; any such changes CLIENT make will not be accepted and will not be a part of this Agreement. If CLIENT DOES not accept the terms of this Agreement as-is, CLIENT must not access, download, install, use, or receive the Software or Services.

CLIENT acknowledge and agree that ICC has made the current version of this Agreement, including the terms and conditions of the documents that are incorporated in this Agreement by reference, available to CLIENTclient portal provided by ICC.

CLIENT acknowledge and agree that other than the Sales Order CLIENTenter into with ICC, ICC may revise and update the terms and conditions of the Agreement from time to time, including terms and conditions and other documents that are incorporated in the Agreement by reference. ICC will make such revised and updated versions of the Agreement available in CLIENTclient portal and provide notice of any changes to the Agreement through email at the address CLIENTprovide to us.

CLIENT continued use or receipt of the Services shall represent CLIENT acceptance of and agreement to the then-current terms and conditions of this Agreement. CLIENT AGREES that CLIENT will either subscribe to receive notice of updates of this Agreement or frequently check the CLIENTclient portal for any revisions and updates.

1) DEFINITIONS.

1.1 Affiliates means an entity controlled by, under common control with, or controlling such entity, where control is denoted by having fifty percent (50%) or more of the voting power (or equivalent) of the applicable entity. Subject to the terms and conditions of this Agreement, CLIENT Affiliates may use the license granted hereunder, and CLIENT IS responsible for their compliance with this Agreement and their actions and/or omissions.

1.2 Agreement means the Software Services Agreement, the Data Processing Addendum, the Software Support and Maintenance Terms and Conditions, the Sales Order, ICC’s invoices for charges due from CLIENT in accordance with the Sales Order or any other documents incorporated by reference in this Agreement.

1.3 Application Services means the application functionality and associated products and software services, including any application programming interface that accesses functionality, that are provided to CLIENT by ICC over the internet.

1.4 Client(s) means, if CLIENT IS an MSP, CLIENT customer(s).

1.5 Data Processing Addendum means the terms of the then-current data processing addendum that ICC provides or makes available to CLIENT, including on ICC’s website, and which ICC will revise as needed or as required by law.

1.6 Devices means (whether physical or virtual) a server, system, workstation, computer, mobile device, or end point upon which or through which the Services are used and/or on which the Software is installed.

1.7 Documentation means the then-current official user documentation prepared and provided by ICC to CLIENT on the use of the Services or Software, which documentation ICC may update from time to time. For the avoidance of doubt, any installation guide or end user documentation not prepared or provided by ICC, any online community site, unofficial documentation, videos, white papers, or related media or feedback does not constitute Documentation.

1.8 Downgrade means a reduction in the quantity of Services on an existing Sales Order.

1.9 Initial Sales Order means CLIENT first Sales Order with ICC for any Software or Services.

1.10 Initial Service Term means the term listed on CLIENT Initial Sales Order, usually twelve (12) months unless provided otherwise.

1.11 MSP means a managed service provider.

1.12 ICC Content means, if applicable, ICC marketing documents and other content that are made available by ICC on ICC’s website from time to time for MSPs to use in connection with selling to their customers their services that utilize the Services and Software.

1.13 ICC Marks means the trademarks and service marks that are specifically approved by ICC for MSPs to use in connection with selling to their customers their services that utilize the Services and Software.

1.14 Enhanced Services means any technical, professional, and other services specifically identified and designated in a Sales Order as “Enhanced Services” to be provided by ICC.

1.15 Enhanced Support means Enhanced Support purchased by CLIENT as set forth in the Sales Order.

1.16 Personal Data means any information that can be used to identify an individual as that term is defined under Regulation (EU) 2016/679 (“General Data Protection Regulation” or “GDPR”) or related data protection laws.

1.17 Product Addendum means additional terms and conditions set forth in Section 15 that relate to the applicable Services, Software or Documentation.

1.18 Renewal Term(s) means the successive period(s) of time for which the Agreement automatically renews. The Renewal Term(s) will depend on the Services purchased and billing frequency (e.g., daily, weekly, bi-monthly, monthly, quarterly, semi-annual, or annually) as provided in the applicable Sales Order.

1.19 Sales Order means the ICC order form, product information dashboard, or other ICC ordering document that specifies CLIENT purchase of the Services, including specified Enhanced Services, if any, pricing, and other related information. In case of a conflict between any Sales Order and any other language in the Agreement, the Sales Order will control.

1.20 Services means Application Services, Enhanced Services, and Support.

1.21 Software means the object code versions of any downloadable software provided by ICC under this Agreement, including an agent for the purpose of accessing the Services, together with the updates, new releases or versions, and modifications or enhancements, owned and licensed by ICC to CLIENT pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, “Software” also includes any software delivered to CLIENT by ICC as part of any Enhanced Services provided by ICC.

1.22 Support means the maintenance or support provided by ICC or its designated agents for the Services as set forth in this Agreement. If CLIENT have purchased Enhanced Support, “Support” includes Enhanced Support.

1.23 Term means Initial Service Term and the Renewal Term(s), collectively.

1.24 User means an individual authorized by CLIENT to use the Application Services, Software, and Documentation, for whom CLIENThave purchased a subscription or to whom CLIENT have supplied a user identification and password. User(s) may only include CLIENT employees, consultants, and contractors, and if applicable, CLIENT Clients. Notwithstanding anything to the contrary in this Agreement, User(s) of Enhanced Services may only include CLIENT employees, consultants, and contractors.

1.25 Viruses mean any malicious code, Trojan horses, malware, spam, viruses, or other destructive technology.

1.26 CLIENT Data or Data means data, files, or information, including Personal Data, accessed, used, communicated, processed, stored, or submitted by CLIENT or CLIENT Users in connection with CLIENT or CLIENT User’s use of the Services or Software.

1.27 CLIENT Marks means the trademarks and service marks, including any logos, that CLIENTuse for marketing purposes as described in Section 4.5.

2) PROVISION OF SERVICES.

2.1 License. Upon payment of the fees and subject to CLIENT continuous compliance with the terms and conditions of this Agreement, ICC hereby grants CLIENT a limited, revocable, non-exclusive, non-transferable license for the applicable Term to internally use the Application Services, Software, and Documentation, subject to all of the terms of the Agreement. CLIENT may provide, make available to, or permit CLIENT Users to use or access the Application Services, the Software, or Documentation, in whole or in part.

2.2 Enhanced Services. Upon payment of the fees and subject to CLIENT continuous compliance with the terms and conditions of this Agreement, ICC will provide the Enhanced Services, if any, set forth in the Sales Order, subject to all the terms of the Agreement.

2.3 Services Delivery; Updates and Modifications. CLIENT AGREES that ICC may deliver the Services or Software to CLIENT with the assistance of its Affiliates, licensors, and service providers. CLIENT further agree that ICC may update or modify the Services or Software and Documentation or provide alternative Services or Software and Documentation at any time to reflect changes in, among other things, laws, regulations, technology, industry practices, patterns of system use, or availability of a third-party program. ICC will use commercially reasonable efforts to provide alternative Software or Documentation that does not materially reduce the level of performance, functionality, or security of the Software during the Term.

2.4 Evaluation or Beta License. If the Application Services, Software, and Documentation are provided to CLIENT for evaluation or beta purposes, ICC grants to CLIENT a limited, revocable, non-exclusive, non-transferable, license to use the Application Services, Software internally solely for evaluation purposes prior to purchase or implementation (an “Evaluation License”), subject to this Agreement and CLIENT continuous compliance with its terms. The Evaluation License is not for production use and shall terminate at the end date of the pre-determined evaluation period or immediately upon notice from ICC, in its sole discretion. Notwithstanding any other provision contained herein, the Application Services, Software, and Documentation provided pursuant to an Evaluation License are provided to CLIENT “AS IS” and without indemnification, liability, support, or statutory, express, or implied warranty of any kind. Except to the extent such terms conflict with the specific Evaluation License terms set forth in this Section, all other terms of this Agreement shall apply to the Application Services, Software, and Documentation licensed under an Evaluation License.

2.5 Demonstration License. If the Application Services, Software, and Documentation are provided to CLIENT for demonstration purposes, ICC grants to CLIENT a limited, revocable, non-exclusive, non-transferable license to use internally the Application Services, Software solely for demonstration purposes with Clients (a “Demonstration License”), subject to this Agreement and CLIENT continuous compliance with its terms. The Demonstration License is not for production use. The Demonstration License shall terminate on the end date of the pre-determined evaluation period or immediately upon notice from ICC, in its sole discretion. Notwithstanding any other provision contained herein, the Application Services, Software, and Documentation provided pursuant to a Demonstration License are provided to CLIENT “AS IS” and without indemnification, liability, support, or statutory, express, or implied warranty of any kind. Except to the extent such terms conflict with the specific Demonstration License terms set forth in this Section, all other terms of this Agreement shall apply to the Application Services, Software, and Documentation licensed under a Demonstration License

3) RESTRICTIONS; OBLIGATIONS.

3.1 Restrictions. CLIENT may not do any of the following: (i) provide, make available to, or permit individuals other than CLIENT Users to use or access the Services, the Software, or Documentation, either in whole or part, except under the terms expressly set forth in this Agreement; (ii) copy, reproduce, republish, upload, post, or transmit the Services, Software, or Documentation (except for back-up or archival purposes, which may not be used for transfer, distribution, or sale, or installation on CLIENT Devices); (iii) license, sell, resell, rent, lease, transfer, sublicense, distribute, or otherwise transfer rights to the Services, Software, or Documentation; (iv) modify, translate, reverse engineer, decompile, disassemble, create derivative works of, or otherwise attempt to derive the source code of the Services, Software, or Documentation; (v) create, market, distribute add-ons or enhancements or incorporate into another product the Services, Software, or Documentation without prior written consent of ICC; (vi) remove any proprietary notices or labels on the Services, Software, or Documentation, unless authorized in writing by ICC; (vii) license or purchase the Services, Software, or Documentation (a) if CLIENT (or any of CLIENT Users) are a direct competitor (or an agent of a direct competitor) of ICC, (b) for the purposes of monitoring the availability, performance, or functionality of the Services or Software, or (c) for any other benchmarking or competitive purposes; (viii) use the Services, Software, or Documentation to violate any rights of third parties, including, without limitation, privacy rights, or storing or transmitting infringing, libelous, unlawful, or tortious material or to store or transmit material in violation of any applicable laws; (ix) use the Services or Software to store or transmit Viruses; (x) interfere with, impair, or disrupt the integrity or performance of the Services or any other third party’s use of the Services or any software, hardware, equipment or network; (xi) use the Services in a manner that results in excessive use, bandwidth, or storage; or (xii) alter, circumvent, or provide the means to alter or circumvent the Services or Software, including seeking any back end or unauthorized access or circumvention of the technical limitations or usage limits; and/or (xiii) attempt to avoid any recurring fees. Any such prohibited use shall immediately terminate CLIENT license to the Services and Software. The Services and Software and intended only for use with public domain or properly licensed third-party materials. All responsibility for obtaining such a license is CLIENTs, and ICC shall not be responsible for CLIENT failure to do so.

3.2 Usage. CLIENT and CLIENT Users’ usage of the Services or Software shall not exceed CLIENT rights to use the Services or Software set forth in the Agreement and applicable Sales Orders. CLIENT IS responsible for CLIENT and CLIENT Users’ usage of the Services and Software, including any unauthorized usage. ICC may monitor usage of the Services and Software by all Users at any time. In addition, ICC, or its designated representatives, will have the right upon reasonable notice, during regular business hours, to access and review CLIENT books and records for the purpose of verifying CLIENT compliance with the terms and conditions of this Agreement, including any usage limitations.

3.3 CLIENT Obligations. CLIENT acknowledge, agree, and warrant that: (i) CLIENT IS and will be responsible for CLIENT and CLIENT Users’ activity and compliance with this Agreement, and if CLIENT become aware of any violation, CLIENT will immediately terminate the offending party’s access to the Software and Documentation and notify ICC; (ii) CLIENT and CLIENT Users will comply with all applicable local, state, federal, and international laws; (iii) CLIENT will establish a constant internet connection and electrical supply for the use of the Services, use the Services and Software only in accordance with the applicable Documentation, ensure that the Software is installed on a supported platform as set forth in the applicable Documentation, and use the Services and Software only with public domain or properly licensed third party materials; (iv) CLIENT will install the latest version of the Software on Devices accessing or using the Services; (v) CLIENT IS legally able to process and provide CLIENT Data to ICC and its Affiliates, including obtaining appropriate consents or rights for such processing; (vi) CLIENT have the right to access and use CLIENT infrastructure, including any system or network, to obtain or provide the Services and Software and will be solely responsible for the accuracy, security, quality, integrity, and legality of the same; and (vii) CLIENT will keep CLIENT registration information, billing information, passwords and technical data accurate, complete, secure and current for as long as CLIENT subscribe to the Services, Software and Documentation.

If CLIENT IS an MSP, CLIENT further acknowledge, agree, and warrant that: (i) CLIENT have sufficient technical infrastructure, knowledge, and expertise to perform the services CLIENT provide for CLIENT Clients; (ii) CLIENT will provide all sales, problem resolution, and support services to CLIENT Clients; (iii) CLIENT will be responsible for billing, invoicing, and collection for CLIENT Clients; and (iv) CLIENT will operate at CLIENT own expense and risk under CLIENT own name as an MSP.

3.4 Injunctive Relief. The parties agree that, in addition to any other relief to which the non-breaching party may be entitled, any material breach of this Section 3 will cause irreparable injury and the non-breaching party may seek injunctive relief in a court of competent jurisdiction without the need of posting bond.

4) PROPRIETARY RIGHTS.

4.1 License to ICC Content. This paragraph applies to CLIENT only if CLIENT IS an MSP. Subject to the terms of this Agreement and CLIENT continuous compliance with the same, ICC hereby grants to CLIENT a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use, reproduce and distribute the ICC Content in CLIENT marketing and advertising materials that are provided to Clients. No right to modify or prepare derivative works of the ICC Content (including any translation into another language) is granted to CLIENT.

4.2 License to ICC Marks. This paragraph applies to CLIENT only if Company is an MSP. Subject to this Agreement and CLIENT continuous compliance with its terms, ICC hereby grants to CLIENT a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the ICC Marks during this Agreement solely to market and advertise to Clients that CLIENT services utilize the Services and Software. CLIENT use of the ICC Marks will strictly comply with ICC’s Trademark and Copyright Guidelines (the “Guidelines”), which are incorporated in the Agreement by this reference and which ICC may update or revise from time to time.

CLIENT AGREES to obtain ICC’s prior written approval of all uses of the ICC Marks. ICC may withdraw any approval of any use of the ICC Marks at any time and at its sole discretion, and such withdrawal may require the recall of any previously distributed physical printed materials, at ICC’s sole discretion. CLIENT shall cooperate with ICC in facilitating ICC’s monitoring and control of the nature and quality of the materials bearing the ICC Marks and will supply ICC with specimens of CLIENT use of the ICC Marks upon request. If ICC notifies CLIENT that CLIENT use of the ICC Marks is not in compliance with this Agreement, then CLIENT shall promptly take such reasonable corrective action as reasonably directed by ICC. ICC is the sole and exclusive owner of the ICC Marks and is also the owner of all goodwill associated with the ICC Marks. CLIENT shall do nothing inconsistent with such ownership, either during the term of this Agreement or afterwards. Without limitation, CLIENT shall not attempt to register the ICC Marks or any similar marks in any jurisdiction or challenge ICC’s ownership of the ICC Marks.

CLIENT use of the ICC Marks shall be on behalf, and inure to the benefit, of ICC. CLIENT utilization of the Marks will not create any right, title or interest in such ICC Marks for CLIENT benefit. CLIENT shall use the ICC Marks so that each ICC Mark creates a separate and distinct impression from any other trademark that may be used or affixed to materials bearing the ICC Marks. CLIENT may not delete, remove, hide, move or alter any trademark, logo, icon, image or text that represents the company name of ICC, or create or use any derivation thereof, or any icon, image, or text that is likely to be confused with the same. All representations of CLIENT company name or mark of ICC or any of its Affiliates’ names or marks must remain as originally distributed regardless of the presence or absence of a trademark, copyright, or other intellectual property symbol or notice.

4.3 Ownership of ICC Intellectual Property. The Application Services, Software, ICC Content, ICC Marks, and Documentation are licensed, not sold. Use of “purchase” in conjunction with licenses under this Agreement does not imply a transfer of ownership. Except for the limited rights expressly granted by ICC to CLIENT under this Agreement, CLIENT acknowledge and agree that all right, title and interest in and to all copyrights, trademarks, patents, trade secrets, intellectual property (including without limitation algorithms, business processes, improvements, enhancements, modifications, derivative works, and information collected and analyzed in connection with the Services) and other proprietary rights arising out of or relating to the Services, the Software, ICC Content, ICC Marks, and Documentation, and the provision of them, belong exclusively to ICC or its suppliers or licensors. All right, title, and interest in and to content which may be accessed through the Services, Software, and Documentation is the property of the respective owner and may be protected by applicable intellectual property laws and treaties. This Agreement gives CLIENT no rights to such content, including use of the same.

CLIENT hereby grant ICC a royalty-free, fully paid, worldwide, exclusive, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into its products, Services, and Software any information, data, suggestions, enhancement requests, recommendations or other feedback provided by CLIENT or CLIENT Users relating to the Services, Software, or Documentation. All rights not expressly granted to CLIENT under this Agreement are reserved by ICC. There are no implied rights to the Services, Software, Documentation, ICC Content, or ICC Marks.

4.4 Ownership of CLIENT Data. CLIENT and CLIENT Users retain all rights, title, and interest in and to all copyright, trademark, patent, trade secret, intellectual property, and other proprietary rights in and to CLIENT Data. ICC’s right to access and use the same are limited to those expressly granted in this Agreement. No other rights with respect to CLIENT Data are implied.

4.5 Use of CLIENT Marks. If CLIENThave used our Services or Software for 90 days, CLIENT AGREES that ICC may display the current versions of CLIENT Marks (as they are displayed on CLIENT website) on its website. Accordingly, CLIENT grant ICC a worldwide, royalty-free license to use the Marks for the purposes of marketing and promotion during the Term of CLIENT AGREESment with ICC. CLIENT may provide us with any guidelines associated with CLIENT Marks and CLIENT may withdraw this approval at any time by contacting ICC CLIENT designated ICC Account or Project Manager.

5) TERM AND TERMINATION.

5.1 Term. Unless otherwise agreed upon in writing, the Agreement will begin on the Effective Date and will continue for the time periods described in the applicable Sales Orders. All Sales Orders executed after CLIENT Initial Sales Order are coterminous with the Initial Sales Order. The Agreement will automatically renew for successive Renewal Terms unless and until the Agreement is properly terminated or unless otherwise provided on the applicable Sales Order at the time of renewal.

5.2 CLIENT Rights.
(a) If CLIENT IS subject to a monthly billing cycle: CLIENT may terminate or Downgrade CLIENT Services pursuant to this Agreement at any time by providing ICC with prior written notice to CLIENT designated ICC Account Manager or Project Manager. The effective date of Downgrade or termination under this Section will be the last day of the first full calendar month after ICC’s receipt of the termination notice. Notwithstanding anything to the contrary in the Sales Order, if CLIENT terminate the Agreement pursuant to this Section during the Initial Service Term: (i) fees charged for the final month of the Agreement will be based on the price or prices set forth in the applicable Sales Orders; and (ii) an early termination fee of one (1) month of fees at the full non-discounted contract price or charge price will be added to the final invoice and due from CLIENT upon receipt.
(b) If CLIENT IS subject to an annual billing cycle: CLIENT may terminate this Agreement effective at the end of the Term by providing ICC written notice of CLIENT intention to terminate this Agreement. Written notice can be emailed to CLIENT designated ICC Account Manager or Project Manager and must be received at least thirty (30) days prior to the end of the Term. (c) In the event of any conflict between this Section and the Sales Order, the Sales Order shall control. Nothing in this Agreement shall supersede or be construed as a modification to the Term(s) specified in the Sales Order.

5.3 Termination by ICC. Unless as otherwise set forth herein, and in addition to any other right or remedy ICC may have, ICC may suspend or terminate the Agreement by providing thirty (30) days’ prior written notice or immediately: (i) if CLIENT become subject to bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; (ii) if CLIENT infringe or misappropriate ICC’s intellectual property rights; (iii) if CLIENT breach this Agreement in any way, including failure to make any payment due hereunder; or (iv) pursuant to or in compliance with applicable law, regulation, or sanctions, or our receipt of a subpoena, court order, or other request by a law enforcement agency.

5.4 Effect of Termination. Termination does not relieve CLIENT of the obligation to pay any fees or other amounts accrued or payable to ICC through the date of termination. ICC will not provide refunds of any amounts paid prior to termination or any credits towards amounts due, no matter how much time is left in the current Term as of the date of termination.

Without prejudice to any other rights ICC may have, upon termination CLIENT must cease all use of the Application Services, Software, ICC Marks, ICC Content, and Documentation, and destroy or return (upon request by ICC) all copies of the Application Services, Software, ICC Content, and Documentation, and destroy all materials bearing the ICC Marks.

CLIENT acknowledge and agree that it is CLIENT responsibility to retrieve CLIENT Data from ICC within five (5) business days of the termination of this Agreement for any reason (including nonpayment). CLIENT acknowledge and agree that if CLIENT DOES not retrieve CLIENT Data within that timeframe ICC has the right to delete CLIENT Data, including any and all copies thereof, and that once it is deleted CLIENT Data cannot be recovered.

Sections 1 (Definitions), 4.3 (Ownership of ICC Intellectual Property), 4.4 (Ownership of CLIENT Data), 5.4 (Effect of Termination), 6-8 (Fees and Payment; Taxes; Data; Protection of CLIENT Data; Confidential Information), 9 (Disclaimer), 10 (Indemnification), 11 (Limitation of Liability), and 14 (General), shall survive any termination or expiration of this Agreement, along with any other provisions which by their express terms do survive or by their nature should survive.

6) FEES AND PAYMENT; TAXES.

6.1 Fees and Payment. All orders placed will be considered final upon acceptance by ICC. Fees shall be at ICC’s then standard rates at the time of invoice unless otherwise set forth in the Sales Order, and all fees will be due and payable as set forth in the Sales Order.

If CLIENT fail to pay as required, ICC shall be entitled, at its sole discretion, to: (i) suspend provision of the Services or Software; (ii) charge CLIENT an interest rate designated by ICC at the time of invoice; and/or (iii) terminate this Agreement.

If CLIENT or CLIENT Users exceed the license capacity designated in the Sales Order or enable any other Software or Services through any of our platforms, in addition to ICC’s other remedies, charges for product usage above CLIENT monthly commitment will be calculated at CLIENT negotiated commitment charge price or the current list price of the Software or Service, as applicable. Unless otherwise provided in the Sales Order, all payments made under this Agreement shall be in United States dollars. Fees are non-refundable.

If CLIENTbelieve all or any part of an invoice is in error, CLIENT must notify ICC within ninety (90) days of CLIENT receipt of the invoice. If CLIENT fail to do so, ICC will not be required to make any adjustment to the invoice, and CLIENT shall be deemed to have waived any right to contest the invoice.

CLIENT may add additional subscription licenses or add additional Software or Services at any time. Once additional licenses, Software, or Services are added, the price change is effective immediately and prorated for the first month according to CLIENT billing cycle.

ICC reserves the right to adjust pricing up to 5% plus any year over year increase in CPI, calculated at the last month of the Initial Service Term and, if applicable, any renewal term. The term “CPI” means the Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items (1982-1984=100) published by the United States Department of Labor, Bureau of Labor Statistics. After the Initial Service Term ICC may adjust pricing up to 5% plus any year over year increase in CPI. “CPI” means the Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items (1982-1984=100) published by the United States Department of Labor, Bureau of Labor Statistics.

6.2 Taxes. All fees are exclusive of taxes, and CLIENT shall pay or reimburse ICC for all taxes arising out of transactions contemplated by this Agreement. If CLIENT IS required to withhold any tax for payments due, CLIENT shall gross up CLIENT payments to ICC so that ICC receives the amount due in full, free of any deductions. As reasonably requested, CLIENT will provide documentation to ICC showing that taxes have been paid to the relevant taxing authority. “Taxes” means any sales, VAT, use, and other taxes (other than taxes on ICC’s income), export and import fees, customs duties and similar charges imposed by any government or other authority. CLIENT hereby confirm that ICC can rely on the name and address that CLIENT provide to ICC when CLIENT AGREES to the fees or in connection with CLIENT payment method as being the place of supply for sales tax and income tax purposes or as being the place of supply for VAT purposes where CLIENT have established CLIENT business.

7) DATA; PROTECTION OF CLIENT DATA.

7.1 CLIENT Data. ICC and its Affiliates may remove CLIENT Data or any other data, information, or content of data or files used, stored, processed or otherwise by CLIENT or CLIENT Users that ICC, in its sole discretion, believes to be or is: (a) a Virus; (b) illegal, libelous, abusive, threatening, harmful, vulgar, pornographic, or obscene; (c) used for the purpose of spamming, chain letters, or dissemination of objectionable material; (d) used to cause offense, defame or harass; (e) in violation of this Agreement in any way; or (f) infringing the intellectual property rights or any other rights of any third party.

CLIENT AGREES that CLIENT and CLIENT Users are responsible for maintaining and protecting backups of CLIENT Data directly or indirectly processed using the Services and Software and that ICC is not responsible for exportation of, the failure to store, the loss, or the corruption of CLIENT Data.

CLIENT hereby grant to ICC a nonexclusive, worldwide, royalty-free, fully-paid, transferable license to process CLIENT Data to assist with the necessary operation and function of the Services and Software, to improve ICC products and services and CLIENT and CLIENT Users’ experience with them, and for any purpose set forth in this Agreement or pursuant to Data Processing Addendum or Privacy Notice, which are incorporated in this Agreement by this reference and which ICC may update or revise from time to time.

CLIENT represent and warrant that, regarding processing of Personal Data, CLIENT and CLIENT Users are the data controller that determines the purpose and manner in which Personal Data is or will be processed, and ICC is the data processor that performs the processing.

7.2 Protection of Data. Each party shall comply with its respective obligations under applicable data protection laws. Each party shall maintain appropriate administrative, physical, technical, and organizational measures that ensure an appropriate level of security for Confidential Information and Personal Data. ICC and its Affiliates will process Personal Data in accordance with its Data Processing Addendum.

CLIENT IS responsible for ensuring that the security of the Services is appropriate for CLIENT intended use and the storage, hosting, or processing of Personal Data and any other categories of data. CLIENT IS also responsible for executing the Data Processing Addendum.

ICC employs physical, technical, and administrative safeguards to help secure the Software and Services against accidental or unauthorized loss, access, or disclosure. CLIENT understand that no system of data transmission, storage or retrieval can be made entirely impenetrable or free from vulnerabilities, and despite all measures employed, the Software and Services are not guaranteed against all security threats or other vulnerabilities. CLIENT AGREES that CLIENT use the Software and Services at CLIENT own risk.

CLIENT AGREES that ICC’s security obligations extend only to those systems, networks, network devices, facilities and information technology components over which ICC has control. CLIENT IS responsible for the proper configuration and maintenance of physical, administrative, and technical safeguards as they relate to access and use of the Software and Services. In no event will ICC be responsible, nor will we have any liability, for physical, administrative, or technical controls related to the Software or Services (including without limitation Personal Data) that CLIENT control, including but not limited to access credentials, network connectivity and internet connectivity.

CLIENT AGREES to: (i) change passwords and other access credentials related to the Software or Services on a regular basis and immediately upon becoming aware of any unauthorized access to, or use or compromise of, the Software or Services, and require CLIENT Users and Clients to do the same; and (ii) promptly apply any updates, upgrades, modifications or other enhancements that ICC determines are necessary or appropriate to maintain the security, confidentiality, integrity, availability or performance of the Software or Services, and require CLIENT Users and Clients to do the same.

7.3 No Protected Health Information. Proprietary software specifically developed for CLIENT is the only ICC product that may be used to process or to store protected health information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). CLIENT expressly acknowledge and agree that CLIENT shall neither submit to any non-Cove Services or Software, nor use those Services or Software to store, maintain, process, or transmit any data or information that constitutes PHI or otherwise use non-Cove Services or Software in any manner that would require ICC or those Services or Software to be compliant with HIPAA. CLIENTacknowledge and agree that ICC shall have no liability to CLIENT for any such data or information. CLIENT further acknowledge and agree that neither ICC nor its Affiliates are acting on CLIENT behalf as a Business Associate (as defined under HIPAA) unless CLIENT obtain a Business Associate Agreement as described in Section 15.2. ICC may immediately and upon notice suspend all or portion of CLIENT access to the Services and Software (without any liability to CLIENT in connection with such suspension), if ICC has a good faith belief that CLIENT have breached this paragraph.

8) CONFIDENTIAL INFORMATION.

As used in this Agreement, “Confidential Information” means any nonpublic information or materials disclosed under this Agreement by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, which the disclosing party clearly identifies as confidential or proprietary. Confidential Information includes Personal Data, and ICC’s Confidential Information includes the Services, Software, and any information or materials relating to the Services or Software (including pricing), or otherwise. Confidential Information may also include confidential or proprietary information disclosed to a disclosing party by a third party.

The receiving party will: (i) hold the disclosing party’s Confidential Information in confidence and use reasonable care to protect the same; (ii) restrict disclosure of such Confidential Information to those employees or agents with a need to know such information and who are under a duty of confidentiality respecting the protection of Confidential Information substantially similar to those of this Agreement; and (iii) use Confidential Information only for the purposes for which it was disclosed, unless otherwise set forth in this Agreement. The restrictions will not apply to Confidential Information, excluding Personal Data, to the extent it: (i) is (or through no fault of the recipient, has become) generally available to the public; (ii) was lawfully received by the receiving party from a third party without such restrictions; (iii) was known to the receiving party without such restrictions prior to receipt from the disclosing party; or (iv) was independently developed by the receiving party without breach of this Agreement or access to or use of the disclosing party’s Confidential Information.

The recipient may disclose Confidential Information to the extent the disclosure is required by law, regulation, or judicial order, provided that the receiving party will provide to the disclosing party prompt notice, where permitted, of such order and will take reasonable steps to contest or limit the steps of any required disclosure. The parties agree that, in addition to any other relief to which the non-breaching party may be entitled, any material breach of this Section 8 will cause irreparable injury and the non-breaching party may seek injunctive relief in a court of competent jurisdiction without the need of posting bond.

9) DISCLAIMER.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES, SOFTWARE, DOCUMENTATION, ICC CONTENT, ICC MARKS, SUPPORT, AND ALL OTHER PRODUCTS AND SERVICES PROVIDED HEREUNDER OR MADE AVAILABLE UNDER THIS AGREEMENT, INCLUDING THIRD PARTY HOSTED SERVICES OR SOFTWARE (COLLECTIVELY, FOR THE PURPOSES OF THIS PARAGRAPH, “PRODUCTS”), ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ICC DISCLAIMS AND EXCLUDES ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, LOSS OR CORRUPTION OF DATA, CONTINUITY, OR ABSENCE OF DEFECT RELATING TO THE PRODUCTS OR THE RESULTS OF THE SAME. ICC DOES NOT WARRANT THAT THE PRODUCTS, INCLUDING ANY SPECIFICATIONS OR FUNCTIONS CONTAINED IN THEM, WILL MEET CLIENT REQUIREMENTS, THAT THE PRODUCTS WILL ERROR-FREE, OR THAT DEFECTS IN THE PRODUCTS WILL BE CORRECTED.

ICC SPECIFICALLY DISCLAIMS RESPONSIBILITY FOR THIRD-PARTY PRODUCTS AND SERVICES WITH WHICH CLIENT MAY UTILIZE THE SERVICES AND SOFTWARE, AND CLIENT SPECIFICALLY DISCLAIM AND WAIVE ANY RIGHTS AND CLAIMS AGAINST ICC WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS AND SERVICES.

10) INDEMNIFICATION.

10.1 ICC Indemnification. Subject to Section 11 below, ICC will indemnify, defend, and hold CLIENT harmless from any third party claim brought against CLIENT that the Services, Software, Documentation, ICC Content, or ICC Marks infringes or misappropriates any U.S. patent, copyright, trademark, trade secret, or other intellectual property rights of a third party (an “Infringement Claim”), provided: (i) use of the Services, Software, Documentation, ICC Content, and ICC Marks by CLIENT is in conformity with the Agreement and applicable Documentation; (ii) the alleged infringement is not caused by modification or alteration of the Services, Software, Documentation, ICC Content, or ICC Marks; (iii) the alleged infringement was not caused by a combination or use of the Services, Software, Documentation, ICC Content, or ICC Marks with products or content not supplied by ICC; and/or (iv) CLIENT have not continued to use the Services, Software, Documentation, ICC Content, or ICC Marks after CLIENT IS notified of the alleged infringement and provided with Services, Software, Documentation, ICC Content, or ICC Marks that avoids the alleged infringement. ICC’s indemnification obligations are contingent upon CLIENT: (i) promptly notifying ICC in writing of the Infringement Claim; (ii) granting ICC sole control of the selection of counsel, defense, and settlement of the Infringement Claim; and (iii) providing ICC with reasonable assistance, information and authority required for the defense and settlement of the Infringement Claim. This Section states ICC’s entire liability (and shall be CLIENT sole and exclusive remedy) with respect to Infringement Claims.

10.2 CLIENT Indemnification. CLIENT AGREES to indemnify, defend, and hold harmless ICC and its Affiliates, and its and their directors, officers, employees, and agents from and against any and all claims, liabilities, damages, costs, and expenses ( including attorneys’ fees and expenses) arising out of or due to: (i) CLIENT Data; (ii) CLIENT (or CLIENT User’s) breach of this Agreement; (iii) CLIENT (or CLIENT User’s) use of the Services, Software, Documentation, or ICC Content in violation of third party rights, including any intellectual property or privacy rights, or any applicable laws; or (iv) CLIENT (or CLIENT User’s) misuse of the Services, Software, Documentation, ICC Content, or ICC Marks.

11) LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) IN NO EVENT WILL ICC OR ITS AFFILIATES, OR ITS OR THEIR DIRECTORS, EMPLOYEES, OR AGENTS HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST OR CORRUPTED DATA, LOSS OF GOODWILL, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PROPERTY DAMAGE OR ANY OTHER ECONOMIC DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, SOFTWARE, DOCUMENTATION, ICC CONTENT, M-ABLE MARKS OR ANY OTHER PRODUCTS OR SERVICES PROVIDED HEREUNDER, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH ANY SUCH LIABILITY IS BASED; AND (II) THE AGGREGATE LIABILITY OF ICC AND ITS AFFILIATES, AND ITS AND THEIR DIRECTORS, EMPLOYEES, AND AGENTS, AND THE SOLE REMEDY AVAILABLE TO CLIENT ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, SOFTWARE, DOCUMENTATION, ICC CONTENT, ICC MARKS, OR ANY OTHER PRODUCTS OR SERVICES PROVIDED HEREUNDER SHALL BE LIMITED TO TERMINATION OF THIS AGREEMENT AND DAMAGES NOT TO EXCEED THE TOTAL AMOUNT PAYABLE OR PAID TO ICC UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO TERMINATION.

  1. THIRD PARTY PROGRAMS.CLIENT may receive access to third-party software programs through the Services or Software, or third-party programs may be bundled with the Services or Software. These third-party software programs are governed by their own license terms, which may include open source or free software licenses, and those terms will prevail over this Agreement as to CLIENT use of the third-party software programs. Nothing in this Agreement limits CLIENT or CLIENT User’s rights under, or grants CLIENT or CLIENT User rights that supersede, the terms of any such third-party software program. If CLIENT DOES not agree to the license terms applicable to this third-party software, then CLIENT AGREES that CLIENT shall not use the Software or the third-party software.
  2. SUPPORT.ICC shall, during the Term, provide CLIENT with Support in accordance with ICC’s then-current Software Support and Maintenance Terms and Conditions, which ICC may revise and update from time to time. The Software Support and Maintenance Terms and Conditions are incorporated in the Agreement by this reference. In addition, if applicable ICC shall, during the Term, provide CLIENT with Enhanced Support as provided in the applicable Sales Order.
  3. GENERAL.

14.1 Notices. All notices must be in writing and shall be mailed by registered or certified mail to General Counsel, 33 W. Higgins Rd, Suite 750, South Barrington, IL 60010, AND sent via READ-RECEIPT email to CLIENT ICC designated Account Manager or Project Manager.

14.2 Entire Agreement; Precedence. This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes all prior or contemporaneous communications, agreements, and understandings, written or oral, with respect to the subject matter hereof. If there is a conflict or inconsistency between the provisions of this Agreement and the documents otherwise referred to in this Agreement, the conflict or inconsistency will be resolved in the following order of precedence, with the first document listed having the highest precedence and the last document listed having the lowest precedence: the Sales Order; the Agreement; any invoice issued by ICC hereunder; the Data Processing Addendum; and any other document referred to in this Agreement. In addition, all additional or conflicting terms provided by CLIENT, whether in a purchase order, an alternative license, or otherwise, shall be void and shall have no effect.

14.3 Assignment. CLIENT may not assign any of CLIENT rights under this Agreement or delegate CLIENT performance under this Agreement, whether voluntarily or involuntarily, by merger, consolidation, dissolution, operation of law, or in any other manner, without ICC’s prior written consent. ICC may assign its rights and delegate its performance under this Agreement to: (i) any entity that acquires all or substantially all of ICC’s assets or substantially all of the assets of that portion of ICC’s business that manages this Agreement; (ii) any Affiliate that controls, is controlled by, or is under common control with ICC; or (iii) any successor in a merger, acquisition, or reorganization, including any judicial reorganization. Any purported assignment of rights or delegation of performance by CLIENT in violation of this Section is void. This Agreement is binding upon, and will inure to the benefit of, the Parties hereto and their permitted assigns and successors-in-interest.

14.4 Export Control Laws. The Services, Software, and Documentation delivered to CLIENT under this Agreement are subject to export control laws and regulations of the United States and may also be subject to import and export laws of the jurisdiction in which it was accessed, used, or obtained, if outside those jurisdictions. CLIENT shall abide by all applicable export control laws, rules, and regulations applicable to the Services, Software, and Documentation. CLIENT AGREES that CLIENT IS not located in or are not under the control of or a resident of any country, person, or entity prohibited to receive the Services, Software, or Documentation due to export restrictions and that CLIENT will not export, re-export, transfer, or permit the use of the Services, Software, or Documentation, in whole or in part, to or in any of such countries or to any of such persons or entities.

CLIENT further acknowledge that ICC does not offer Services or Software in the following countries:

  • Albania
  • Belarus
  • Bosnia and Herzegovina
  • Burma
  • Central African Republic
  • China
  • Crimea and occupied Ukraine
  • Cuba
  • Democratic Republic of the Congo
  • Ethiopia
  • Iran
  • Kosovo
  • Lebanon
  • Mali
  • Montenegro
  • Nicaragua
  • North Korea
  • North Macedonia
  • Russian Federation
  • Somalia
  • Sudan and Darfur
  • Syria
  • Venezuela
  • Yemen
  • Zimbabwe

CLIENT AGREES that if CLIENT IS in any of the countries listed above CLIENT will not access the Services or Software or allow Users or Clients located in those countries to do the same.

14.5 Modifications. Except as ICC is otherwise permitted to do so under this Agreement, this Agreement shall not be amended or modified except in a writing signed by authorized representatives of each party.

14.6 Severability. If any provision of this Agreement is held to be unenforceable, illegal, or void, that shall not affect the enforceability of the remaining provisions. The parties further agree that the unenforceable provision(s) shall be deemed replaced by a provision(s) that is binding and enforceable and that differs as little as possible from the unenforceable provision(s), with considerations of the object and purpose of this Agreement.

14.7 Waiver. The delay or failure of either party to exercise any right provided in this Agreement shall not be deemed a waiver of that right.

14.8 Remedies. ICC’s rights and remedies set forth in this Agreement are cumulative and are not intended to be exhaustive.

14.9 Force Majeure. ICC will not be liable for any delay or failure to perform obligations under this Agreement due to any cause beyond its reasonable control, including: acts of God; labor disputes; industrial disturbances; systematic electrical, telecommunications or other utility failures; earthquakes, storms, or other elements of nature; blockages; embargoes; riots; acts or orders of government; acts of terrorism; war; or any other cause beyond its reasonable control (whether similar or dissimilar to the foregoing).

14.10 Construction. Paragraph headings are for convenience and shall have no effect on interpretation.

14.11 Governing Law. The validity, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the state of Illinois (United States) without regard to any conflict of law provisions, except that the United Nations Convention on the International Sale of Goods and the provisions of the Uniform Computer Information Transactions Act shall not apply to this Agreement. CLIENT hereby consent to the exclusive jurisdiction of the state and federal courts in Lake County, Illinois. CLIENT hereby waive all rights to trial by jury with respect to any dispute arising out of or relating to this Agreement or the Services, Software, Documentation, ICC Marks, or ICC Content. If CLIENT have any claim arising out of relating to this Agreement or the Services, Software, Documentation, ICC Marks, or ICC Content, CLIENT must bring the claim in an appropriate court as set forth in this Section within two (2) years after CLIENT right to bring the claim accrued. If ICC brings litigation against CLIENT regarding this Agreement or the Services, Software, Documentation, or ICC Marks, or ICC Content, in addition to any other relief to which ICC may be entitled, ICC shall be entitled to recover reasonable attorneys’ fees, expenses, and costs of litigation. If this Agreement is translated into a language other than English and there are conflicts between the translations of this Agreement, CLIENT AGREES that the English version of this Agreement shall prevail and control.

14.12 Third Party Rights. Other than as expressly provided herein, this Agreement does not create any rights for any person who is not a party to it, and no person not a party to this Agreement may enforce any of its terms or rely on an exclusion or limitation contained in it.

14.13 U.S. Government Use. ICC’s Services, Software and Documentation were developed exclusively at private expense and are a “commercial item” as defined in Federal Acquisition Regulation (“FAR”) 2.101, and any supplement is provided with no greater than RESTRICTED RIGHTS. Such Services, Software, Documentation, and related items consist of “commercial computer software,” “commercial computer software documentation,” and commercial technical data as defined in the applicable acquisition regulations, including FAR 2.101 and FAR Part 12. Use, duplication, release, modification, transfer, or disclosure (“Use”) of the Services, Software, and Documentation are restricted by this Agreement and in accordance with Defense Federal Acquisition Regulation Supplement (“DFARS”) Section 227.7202 and FAR Section 12.212, and the Services, Software, and Documentation are licensed (i) only as commercial items, and (ii) with only the rights granted to commercial end users pursuant to this Agreement. Such Use is further restricted by FAR 52.227-14, 252.227-7015, or similar acquisition regulations, as applicable and amended. Except as described herein, all other Use is prohibited. This Section is in lieu of, and supersedes, any other FAR, DFARS, or other clause addressing government rights under this Agreement or any other contract under which the Services, Software, or Documentation is acquired or licensed.

14.14 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

  1. PRODUCT ADDENDA.

15.1 Mail Services Product. 

15.1.1 Software Installation. It is CLIENT responsibility during the Term of this Agreement to comply with the Documentation, including the configuration, operation, installation and use requirements of the Services and/or the Software on CLIENT Devices, and shall provide any necessary assistance to ICC related thereto. CLIENT may incur additional fees if CLIENT request for ICC to reinstall the Software or Services on CLIENT Devices due to an error unrelated to the Software or Services or to transfer installation of the Software or Services to other Devices.

15.1.2 Effect of Termination. CLIENT acknowledge and agree CLIENT IS solely responsible for adjusting the relevant DNS (MX record) and/or mail server settings such that CLIENT Data, including emails, no longer pass through the ICC systems and for exporting CLIENT Data, including emails, from the archive, quarantine, or logging prior to termination of the Services. CLIENT failure to do so may cause CLIENT Data to be lost.

15.2 Avast Data Protection.

15.2.1. Protected Health Information. If CLIENT purchase Avast Protection, which can be utilized for the processing, storage, maintenance, and transmission of protected health information as defined by HIPAA, or otherwise use the Services in any manner that would require ICC or the Services to be compliant with HIPAA information, CLIENT must request that ICC provide CLIENT with a Business Associate Agreement and execute that agreement as directed by ICC. Otherwise, CLIENT further acknowledge and agree that neither ICC nor its Affiliates are acting on CLIENT behalf as a Business Associate (as defined under HIPAA). ICC may immediately and upon notice suspend all or portion of CLIENT access to the Services and Software (without any liability to CLIENT in connection with such suspension), if ICC has a good faith belief that CLIENT have breached this paragraph.

15.2.2. Additional Disclaimer. IN ADDITION TO THE OTHER TERMS AND CONDITIONS HEREIN, CLIENT EXPRESSLY ACKNOWLEDGE AND AGREE THAT CLIENT DATA MAY NOT BE AVAILABLE OR RESTORABLE IF (1) CLIENT UTILIZE THE SERVICES IN EXCESS OF THE AMOUNT CLIENT ORDERED; (2) COPIES OF CLIENT DATA WERE NOT COMPLETED FOR ANY REASON; (3) CLIENT ATTEMPT TO BACK UP DEVICES, FILES, FOLDERS, OR DRIVES NOT SUPPORTED BY THE SERVICES AS SET FORTH IN THE DOCUMENTATION; (4) CLIENT DESELECT OR DELETE A DEVICE, FILE, FOLDER, OR DRIVE FROM CLIENT ICC ACCOUNT, FROM CLIENT DEVICE, OR FROM BEING BACKED UP BY THE SERVICES; (5) CLIENT MODIFY CLIENT OPERATING SYSTEM IN A MANNER THAT BREAKS COMPATIBILITY OR INHIBITS THE FUNCTIONALITY OF THE SERVICES OR SOFTWARE; (6) CLIENT COMPUTER IS UNABLE TO ACCESS THE INTERNET OR ICC INFRASTRUCTURE; (7) CLIENT FAIL TO COMPLY WITH THE AGREEMENT OR DOCUMENTATION; OR (8) CLIENT TERMINATE OR FAIL TO RENEW CLIENT SUBSCRIPTION TO THE SERVICES.

15.3 Business Cybersecurity Solutions. ICC Business Cybersecurity Solutions   are powered by Avast and Avast’s Services Addendum applies to these Services.

15.4 Personal Cybersecurity Solutions. ICC Personal Cybersecurity Solutions  are powered by Norton and Norton’s Services Addendum applies to these Services.

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