The terms and conditions governing your use of ICM GELATO LLC's website and services.
Last Updated: July 18, 2025
Welcome to ICM GELATO LLC ("we," "us," "our," or "the Company"). By accessing or using our website at https://www.icmgelato.shop (the "Site") or by engaging any of our services, you agree to be bound by these Terms of Service (the "Terms"). If you do not agree with any part of these Terms, you must not access the Site or use our services.
These Terms constitute a legally binding agreement between you ("you," "your," "user," or "client") and ICM GELATO LLC. Please read them carefully before using the Site or engaging our services. We may revise these Terms at any time by posting an updated version on this page. Your continued use of the Site or services after any modifications indicates your acceptance of the revised Terms.
For the purposes of these Terms, the following definitions apply:
You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Site for lawful purposes in accordance with these Terms. You agree not to:
We reserve the right to suspend or terminate your access to the Site at any time, without prior notice or liability, for any reason, including if you violate these Terms.
Our Services are provided subject to the specific terms set forth in a separate service agreement, statement of work (SOW), or master services agreement (MSA) executed between you and ICM GELATO LLC. In the event of any conflict between these Terms and a separately executed service agreement, the service agreement shall prevail.
By engaging our Services, you agree to:
5.1 ICM GELATO Property. Unless otherwise agreed in writing, all intellectual property rights in and to the Site, including but not limited to its design, layout, graphics, source code, documentation, and all original content, are owned by ICM GELATO LLC or its licensors. These rights are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.
5.2 Pre-Existing Materials. Any tools, frameworks, libraries, methodologies, templates, and knowledge (including trade secrets and know-how) that ICM GELATO LLC owned or developed prior to providing Services, or that are developed independently of a specific client engagement, shall remain the sole property of ICM GELATO LLC, even if used or further developed during the course of providing Services.
5.3 Client Property. Any materials, data, or intellectual property provided by you to us for the purpose of receiving Services shall remain your property. You grant us a non-exclusive, royalty-free license to use such materials solely for the purpose of performing the Services.
5.4 Deliverables. Upon full payment of all fees due, and subject to the terms of the applicable service agreement, ownership of any custom deliverables specifically created for you (excluding ICM GELATO's pre-existing materials and general-purpose tools) shall be transferred to you in accordance with the terms of such agreement.
5.5 Trademarks. The ICM GELATO name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of ICM GELATO LLC. You may not use such marks without our prior written permission.
Fees for Services shall be as set forth in the applicable service agreement or statement of work. Unless otherwise stated, all fees are quoted in U.S. Dollars and are exclusive of all taxes, duties, and levies. You are responsible for paying all applicable taxes, including sales, use, value-added, or withholding taxes, as required by law.
Invoices are due and payable within the time period specified in the corresponding agreement. Late payments may be subject to interest charges at the rate of 1.5% per month (or the highest rate permitted by law, whichever is lower) on the outstanding balance. We reserve the right to suspend Services or terminate the agreement if payment is not received in accordance with the agreed terms.
Both parties agree to maintain the confidentiality of all non-public information disclosed during the course of the engagement, including but not limited to business plans, technical data, financial information, client lists, trade secrets, and any information designated as "confidential" or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
Confidential information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law or legal process, or to those employees, contractors, and advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein. These confidentiality obligations shall survive the termination of these Terms and any service agreement for a period of five (5) years, or indefinitely for trade secrets.
To the fullest extent permitted by applicable law, in no event shall ICM GELATO LLC, its officers, directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, arising out of or relating to:
Our total cumulative liability to you for any claims arising out of or relating to these Terms or the Services shall not exceed the total fees paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of these limitations may not apply to you.
You agree to indemnify, defend, and hold harmless ICM GELATO LLC, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defenses.
The Site and Services are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and course of performance.
ICM GELATO LLC does not warrant that:
No advice or information, whether oral or written, obtained by you from us or through the Site shall create any warranty not expressly stated in these Terms. Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.
These Terms remain in effect until terminated by either party. You may terminate these Terms at any time by discontinuing use of the Site and notifying us in writing. We may terminate or suspend your access to the Site and Services immediately, without prior notice or liability, for any reason, including without limitation if you breach these Terms.
Upon termination:
Both parties acknowledge that during the course of their relationship, they may receive or have access to confidential and proprietary information of the other party. "Confidential Information" includes, without limitation, business plans, financial data, customer lists, technical specifications, source code, trade secrets, product roadmaps, marketing strategies, and any other information that is designated as confidential or should reasonably be understood to be confidential under the circumstances.
Each party agrees to:
These confidentiality obligations shall survive the termination of these Terms for a period of five (5) years, or indefinitely with respect to trade secrets. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or legal process.
These Terms shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law provisions. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach thereof shall be subject to the exclusive jurisdiction of the state and federal courts located in Clark County, Ohio.
Prior to initiating any legal proceeding, the parties agree to attempt to resolve any dispute informally through good-faith negotiations. If the dispute cannot be resolved within thirty (30) days of written notice by one party to the other, either party may pursue formal dispute resolution as provided herein.
Each party waives any right to a trial by jury in any action or proceeding arising out of or relating to these Terms. The prevailing party in any legal action shall be entitled to recover its reasonable attorneys' fees and costs.
No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure by ICM GELATO LLC to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be enforced to the maximum extent possible, or if it cannot be enforced, it shall be deemed severed from these Terms, and the remaining provisions shall continue in full force and effect without being impaired or invalidated in any way.
These Terms, together with any incorporated policies, service agreements, and statements of work, constitute the entire and exclusive agreement between you and ICM GELATO LLC with respect to the subject matter hereof, and supersede all prior or contemporaneous communications, representations, agreements, and understandings, whether written or oral.
You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty that is not set forth in these Terms or in a separately executed service agreement.
If you have any questions about these Terms or wish to report a violation, please contact us at:
ICM GELATO LLC
9969 LAGO DE COCO AVE
LAS VEGAS, OH 89148
Email: support@icmgelato.shop
Phone: +1 (573) 746-4418