Welcome to ICITY!

Your use of the ICITY system is subject to these Terms of Use (these "Terms"). Thank you for reviewing these Terms – we hope you enjoy using ICITY.

Please review these Terms and our policies and instructions to understand how you can and cannot use ICITY. You must comply with these Terms in your use of ICITY and only use ICITY as permitted by applicable laws and regulations, wherever you may be when you use them. In some countries, there are restrictions on your use of ICITY – it is your responsibility to ensure that you are legally allowed to use ICITY where you are located, and certain ICITY functionalities may not be available in some countries.

By accessing or using ICITY, you agree to these Terms. If you do not agree to these Terms, you must not proceed to use ICITY.

ADDITIONAL TERMS AND POLICIES

A diverse range of services and features are available within or via ICITY, and not all of these services and features are operated by us. There are additional terms and policies that may be applicable to your use of all or part of ICITY (the "Additional Terms"). For those services and features that we operate, we will notify you of the Additional Terms from time to time, including as set out in this section and otherwise from time to time within ICITY. These Additional Terms all form part of and are incorporated into these Terms.

If you are using any services or features operated by a third party, your use of those services or features will be subject to the terms that apply to that particular service. Please contact the relevant third party if you are unsure what terms apply to that particular service.

CHANGES

We may make changes to these Terms (and any applicable Additional Terms) over time (for example, to reflect technical improvements and changes to ICITY (for example, to address any resultant risks and threat from routine security audits ) or applicable laws and regulations (for example, to reflect applicable consumer rights)), so please come back and review these Terms regularly.

Where we consider that such changes are material, we will (where reasonably practicable) notify you (on this page or the relevant page for the relevant additional terms or policy, via the ICITY app, by direct communication to you, or other means), prior to such changes becoming effective. By continuing to use ICITY after we make any changes to these Terms, you are agreeing to be bound by the revised Terms.

CHANGES TO ICITY

As ICITY and user experiences are constantly evolving, we may from time to time:

- add, change or remove features or services from ICITY (including in relation to whether a feature or service is free of charge or not); and/or

- suspend, discontinue or terminate ICITY altogether.

You agree that we may take such actions at any time. Where we consider that any changes to ICITY or any services or features accessible within ICITY are reasonably material, we will (where reasonably practicable) notify you (via http://www.ICITY.com, direct communication to you, on this page or the relevant page for the relevant additional terms or policy, or other means), prior to such changes becoming effective.

YOUR ACCOUNT

Some features of our website and systems may require account registration. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Any account that you open with us is personal to you and you are prohibited from gifting, lending, transferring or otherwise permitting any other person to access or use your account. Your account name, user ID and other identifiers you adopt within ICITY remains our property and we can disable, reclaim and reuse these once your account is terminated or deactivated for whatever reason by either you or us.

You are responsible for:

- a. safeguarding your account details, including any passwords used to access your account and ICITY, and

- b. all use of ICITY under your account, including any purchases made and/or payment obligations arising under your account. We will regard all use of your account on ICITY as being by you, except where we have received a valid and properly received notification to us regarding your account or password being compromised.

We may allow you to register for and login to ICITY using sign-on functionalities provided by third party platforms, such as Facebook or Apple. You agree to comply with the relevant third party platform's terms and conditions applicable to your use of such functionalities (in addition to these Terms).

SUBSCRIPTIONS & CONTENT PURCHASES

From time to time, certain products or services within ICITY may be subject to payment (including for the provision of ICITY or provision of certain additional features within ICITY). We may set out further terms applying to such payments (including in relation to refunds (if any), billing arrangements and any consequences of failing to make timely payments). You must comply with all such terms in relation to your payments to us for such products or services. You agree that you are solely responsible for all fees and taxes associated with any such payments. and that pricing and availability of items and products are subject to change at any time.

If such products or services are subject to automatic, recurring or subscription-based charges, then you agree that (subject to applicable laws and regulations):

- Such purchases or payments are generally made by you on an advance basis. Unless the purchase is on a subscription basis, we will notify you prior to any automatic renewals;

- you authorise us to: (a) save your chosen payment method's information (e.g. credit card information) on our systems; and (b) bill your chosen payment method for the relevant time-periods as chosen by or notified to you;

- if any payment made via your chosen payment method is rejected, denied or returned unpaid for any reason: (a) we may not provide you with, or suspend our provision of, the relevant ICITY product or service until payment is properly processed; and (b) you are liable to us for any fees, costs, expenses or other amounts we incur arising from such rejection, denial or return (and we may automatically charge you for such amounts); and

- we will provide you with further instructions within ICITY regarding how you may update or cancel the relevant payment method.

We may change any fees that we charge for ICITY (or any parts of ICITY) at any time upon publication within ICITY. If you do not accept such change to the fees, we may be unable to provide ICITY (or the relevant part of ICITY) to you.

SUBJECT TO MANDATORY APPLICABLE LAWS AND REGULATIONS OR AS OTHERWISE SPECIFIED BY US IN THESE TERMS OR FOR A PARTICULAR ITEM OR SERVICE WITHIN ICITY, IN NO CIRCUMSTANCES WILL WE BE REQUIRED TO PROVIDE A REFUND FOR ANY PAYMENTS MADE BY YOU TO US IN RELATION TO ANY ITEMS OR SERVICE WITHIN ICITY (WHETHER USED OR UNUSED).

If you believe that we have charged you in error, and subject to applicable laws and regulations:

- a. You must contact us within 30 days of the date of the relevant charge; and

- b. no refunds will be given for any erroneous charges after such 30 days period. We may process payments from you in ICITY via a third party service, and we may provide your relevant Information to such third parties to process your payments. You agree to comply with that relevant third party's terms and conditions in relation to the payment processing service, as further set out in the "Third Party Content and Services" section below.

YOUR CONTENT

All content, materials, and intellectual property rights on our website and systems are owned or licensed by ICITY . You may not reproduce, distribute, modify, or create derivative works from any part of our website and systems without prior written consent.

When you submit, upload, transmit or display any data, information, media or other content in connection with your use of ICITY (“Your Content”), you understand and agree that:

- You will continue to own and be responsible for your content;

- we will not sell Your Content to any third party;

- you are giving us and our affiliate companies a perpetual, non-exclusive, transferable, sub-licensable, royalty-free, worldwide licence to use Your Content (with no fees or charges payable by us to you) for the purposes of providing, promoting, developing and trying to improve ICITY and our other services, including new services that we may provide in the future. All such use will, to the extent Your Content contains Personal Information, be in accordance with our ICITY Privacy Policy. As part of this licence, we and our affiliate companies may, subject to the ICITY Privacy Policy, copy, reproduce, host, store, process, adapt, modify, translate, perform, distribute and publish Your Content worldwide in all media and by all distribution methods, including those that are developed in the future;

- you grant other ICITY users a non-exclusive licence to access and use Your Content within ICITY, in accordance with these Terms and ICITY's functionalities;

- we may share Your Content with third parties that we work with to help provide, promote, develop and improve ICITY in accordance with the ICITY Privacy Policy;

- We may use the name that you submit in connection with your content (whether that be your account name, real name or otherwise); and

- you will comply with these Terms, including our ICITY Acceptable Use Policy, in your submission of Your Content.

In addition, you agree that we and our affiliate companies (subject to these Terms, our ICITY Privacy Policy and applicable laws and regulations):

- are allowed to retain and continue to use Your Content after you stop using ICITY;

- may be required to retain or disclose Your Content: (a) in order to comply with applicable laws or regulations; (b) in order to comply with a court order, subpoena or other legal process; (c) in order to respond to a lawful request by a government authority, law enforcement agency or similar body; or (d) where we believe it is reasonably necessary to comply with applicable laws or regulations, in each case including (where applicable) orders, requests and other legal processes issued or made pursuant to mutual legal assistance treaty or similar lawful means. You may refer to our Law Enforcement Data Request Guidelines and Governmental Request Policy for further details on how we may retain or disclose Your Content;

- may be required to retain or disclose Your Content in order to enforce these Terms or to protect any rights, property or safety of ours, our affiliate companies or other users of ICITY.

You understand that even if you seek to delete Your Content from ICITY, it may as a technical and administrative matter take some time or not be possible to achieve this – for example, we may not be able to prevent any third party from storing or using any of Your Content that you have made public via ICITY. Further information on your rights in relation to Your Content are set out in our ICITY Privacy Policy.

We reserve the right to block or remove Your Content for any reason, including as is in our opinion appropriate, as required by applicable laws and regulations or in accordance with the Copyright Policy and ICITY Acceptable Use Policy. We reserve the right to determine the visibility, status, or rank of Your Content on ICITY.

Responsibility for Your Content

You are solely responsible for your content. We are not responsible for maintaining a backup of Your Content - we recommend that you keep a back-up copy of it at all times.

You must at all times ensure that:

- a. you have the rights required to copy, process, transmit, access, publish, display and use Your Content, and to grant us and other third parties the rights as set out in these Terms; and

- b. Your Content (and our use of Your Content in accordance with these Terms) does not infringe or violate any applicable laws or regulations or the rights of any person.