Terms of Service

These Terms of Service (the “Terms”) govern access to and use of IceCore.ai’s business-to-business software-as-a-service platform for customer support analytics and AI coaching (the “Service”). If you accept on behalf of a company or other legal entity, you represent that you have authority to bind such entity; in that case, “Customer,” “you,” or “your” refers to that entity.

1. Order Forms; Subscription Term

The Service is provided on a subscription basis as set out on an applicable online order page or mutually executed order form (each, an “Order Form”). The Subscription Term, plan tier, usage allotments, permitted users, and pricing are specified on the Order Form. Unless otherwise stated, subscriptions renew automatically for successive terms equal to the initial Subscription Term unless cancelled prior to renewal.

2. Access and Use

• License. Subject to these Terms and timely payment of fees, IceCore.ai grants Customer a limited, non-exclusive, non-transferable license to access and use the Service during the Subscription Term solely for Customer’s internal business purposes.
• Accounts. Customer is responsible for all activity under its accounts and must maintain the confidentiality of credentials and implement commercially reasonable security controls.

3. Fees; Taxes

Fees are billed as specified on the Order Form. Overage fees apply for usage beyond plan allotments. All fees are exclusive of taxes; Customer is responsible for all sales, use, VAT, and similar taxes (excluding taxes based on IceCore.ai’s net income). Except as expressly stated, fees are non-refundable.

4. Customer Data; Privacy

“Customer Data” means data submitted to or collected by the Service from Customer’s systems, sources, or users. As between the parties, Customer retains all right, title, and interest in Customer Data. IceCore.ai processes Customer Data solely to provide the Service, to maintain and secure the Service, and as otherwise permitted in these Terms and our Privacy Policy. Where required, the parties may execute a data processing addendum (DPA).

5. Security; Availability; Support

• IceCore.ai will implement reasonable administrative, technical, and physical security measures to protect Customer Data.
• IceCore.ai will use commercially reasonable efforts to provide high availability of the Service, excluding planned maintenance and factors outside our reasonable control.
• Standard support is included with paid plans; premium support may be purchased separately.

6. Acceptable Use

Customer will not: (a) use the Service for unlawful, infringing, harmful, or abusive purposes; (b) attempt to gain unauthorized access to the Service or underlying systems; (c) probe or scan for vulnerabilities without prior written consent; (d) reverse engineer, decompile, or attempt to derive source code; (e) interfere with or disrupt the Service; or (f) exceed permitted usage or circumvent technical controls.

7. Third‑Party Services; Intercom Integration

The Service may interoperate with third‑party services such as Intercom. Customer’s use of third‑party services is governed by those providers’ terms. If Customer connects its existing Intercom workspace, Customer authorizes IceCore.ai to receive Intercom webhooks and to call Intercom APIs as necessary to provide analytics and coaching features. IceCore.ai verifies Intercom webhooks using the Customer’s Intercom Client Secret, processes events asynchronously, and will not post messages to Intercom conversations unless a feature is invoked to do so.

8. Intellectual Property; Feedback

IceCore.ai and its licensors own all rights in and to the Service and related materials. No rights are granted except as expressly stated. By providing feedback, Customer grants IceCore.ai a worldwide, royalty‑free, perpetual license to use and incorporate feedback without restriction.

9. Confidentiality

Each party may receive non‑public information from the other that is identified as confidential or should reasonably be understood to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to exercise its rights and perform obligations under these Terms and will protect it using reasonable care.

10. Suspension; Termination

IceCore.ai may suspend access for non‑payment, security risks, or violations of these Terms. Either party may terminate upon material breach that remains uncured for 30 days after notice. Upon termination, Customer’s access ceases and IceCore.ai will delete or return Customer Data in accordance with our data retention policies, except where retention is required by law.

11. Warranties; Disclaimers

IceCore.ai warrants that it will provide the Service in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND ICECORE.AI DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.

12. Indemnification

Customer will defend and indemnify IceCore.ai against third‑party claims arising from Customer Data, Customer’s use of the Service in violation of these Terms, or Customer’s violation of law. IceCore.ai will provide prompt notice and reasonable cooperation.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ICECORE.AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY. ICECORE.AI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

14. Modifications to the Service and Terms

IceCore.ai may modify features or functions of the Service, provided such changes do not materially reduce core functionality during a paid, current Subscription Term. IceCore.ai may update these Terms from time to time; material changes will be communicated by updating the date above and/or reasonable notice through the Service.

15. Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law principles. The parties will attempt to resolve disputes through good faith negotiations. Failing that, the dispute will be resolved in the state or federal courts located in New Castle County, Delaware, and the parties consent to such jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16. Publicity

During the Subscription Term, IceCore.ai may use Customer’s name and logo on our website and marketing materials to identify Customer as a customer, consistent with Customer’s brand guidelines. Customer may opt out by notifying us in writing.

17. Miscellaneous

These Terms constitute the entire agreement between the parties regarding the subject matter and supersede prior or contemporaneous agreements. If any provision is held unenforceable, the remaining provisions remain in full force. Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

18. Contact

Questions about these Terms? Contact us at support@icecore.ai.