Iceflower Terms of Service

1. Who we are and what these Terms cover

1.1 These Terms of Service ("Terms" or “Agreement”) govern access to and use of the products and services made available by Iceflower GmbH, Tieckstr. 35, 10115 Berlin, Germany, registered with the commercial register of the Amtsgericht Charlottenburg under HRB 260660 B ("Iceflower", "we", "us"), including the Iceflower web application, the Merchant Coverage Explorer, the Iceflower MCP server and API endpoints, data exports, dashboards, reports and any related documentation (together the "Services").

1.2 These Terms apply to all users, whether on a free trial, paid pilot or paid subscription. Where a separate signed order form, pilot agreement or enterprise agreement exists between the customer and Iceflower, that agreement prevails over these Terms to the extent of any conflict.

1.3 The Services are offered exclusively to businesses, public bodies and self-employed professionals acting in a commercial or professional capacity (Unternehmer within the meaning of Sec. 14 of the German Civil Code, BGB). The Services are not offered to consumers.

2. Definitions

"Account" means the user account created upon registration.

"Customer" means the legal entity on whose behalf a user registers for or uses the Services.

"Insights" means the aggregated, derived market intelligence made available through the Services, including metrics, indices, rankings, trends, coverage information, segmentations and any other outputs derived from de-identified consumer transaction data.

"Outputs" means any Insights, reports, exports, charts, tables or other results retrieved from or generated by the Services.

"Underlying Data" means the row-level, de-identified transaction data and related source datasets licensed by Iceflower from its data partners. Underlying Data is never made available through the Services.

“Upstream Data License Agreements” means the agreements between Iceflower and its data partners under which Iceflower receives the Underlying Data.

3. Registration and Eligibility

3.1 Registration requires accurate and complete information, including the Customer's legal name and a business email address. The user represents that they are authorized to bind the Customer to these Terms.

3.2 The Services may not be used by or for the benefit of:

• (a) banks, credit companies, hedge funds, investment funds, asset managers, broker-dealers, investment research firms, or any other entity in the asset management community, investor market or in the financial services industry, or any person acting on their behalf, except with Iceflower's prior written approval;
• (b) entities that Iceflower has designated as restricted, including where such restriction results from Iceflower's Upstream Data License Agreements. Iceflower may decline registration or terminate an Account on this basis without stating further reasons.

3.3 The Customer represents on registration, and on a continuing basis, that it does not fall within a category listed in Section 3.2(a) and that it will not use the Services or share Outputs in support of investment, trading or securities research activities.

4. Free Trial

4.1 Iceflower may offer a 14-days free trial at its discretion (“Trial”).

4.2 Iceflower may modify, limit, suspend or discontinue free access at any time.

4.3 Free access is subject to fair use limits, including rate limits on API and MCP requests. Iceflower may adjust these limits at any time.

4.4 Free access is provided as is and as available, without any warranty and without service level commitments, to the extent permitted by law and subject to Section 12.

5. License Grant

5.1 Subject to these Terms and payment of applicable fees, Iceflower grants the Customer a non-exclusive, non-transferable, non-sublicensable license during the term to access the Services and to use Outputs for the Customer's internal purposes only.

5.2 Internal purposes include internal analysis, strategy, benchmarking, reporting and decision-making within the Customer's organization, including internal presentations and internal documents that reproduce limited extracts of Outputs.

5.3 The Customer owns its own data that it uploads to the Services. Iceflower and its licensors retain all rights, title and interest in and to the Services, the Insights, the Underlying Data and all related intellectual property. No rights are granted except as expressly stated in these Terms.

6. Use Restrictions

The Customer shall not, and shall ensure that its users do not:

• (a) sell, license, resell, distribute, publish, publicly disseminate or otherwise disclose Outputs to any third party for a commercial purpose, or make the Services available to any third party, including as part of a competing or derivative data product;
• (b) use the Services or Outputs to identify, attempt to identify, target, contact, solicit or derive insights about any specific individual, household or financial institution;
• (c) link, combine or cross-reference Outputs with any dataset containing personal data, personally identifiable information or any consumer-level data in a manner that enables or attempts re-identification of any individual;
• (d) attempt to access, extract, reconstruct or reverse engineer Underlying Data, including through systematic, automated or bulk retrieval of Outputs, scraping, crawling or repeated queries designed to reassemble row-level data;
• (e) cite, name or represent any specific data provider as the source of the Outputs, or state or imply the identity of Iceflower's data partners in any external material;
• (f) sell or provide Outputs to any third party for the purpose of building audiences for geo-targeted advertising campaigns or measuring advertising campaign outcomes. Use of Outputs for the Customer's own internal marketing analysis remains permitted;
• (g) use the Services or Outputs for the benefit of any entity described in Section 3.2, or in support of investment, trading or securities research decisions;
• (h) work around technical limitations, rate limits or access controls, share Account credentials, or permit access by persons who are not authorized users of the Customer;
• (i) use the Services in breach of applicable law, including data protection, export control and sanctions law.

Any public reference to Iceflower or public use of Outputs, for example in press materials or published research, requires Iceflower's prior written approval.

7. Fees and Payment

7.1 Fees for paid plans are stated on the Iceflower website or in the applicable order at the time of purchase. All fees are exclusive of VAT and other applicable taxes.

7.2 Subscriptions are billed in advance for the selected billing period. Invoices are payable within 30 days of receipt unless stated otherwise.

7.3 Fees are non-refundable except where expressly stated or required by mandatory law. Iceflower may suspend access for accounts with overdue payments after reasonable notice.

7.4 Iceflower may change fees for future Successive Terms (as defined in 8.2 below) with at least 30 days' notice. Price changes do not apply retroactively to a running Term.

8. Term and Termination

8.1 These Terms apply from Account creation.

8.2 The initial term of a paid subscription will be one year beginning on the day agreed between Customer and Iceflower on the user portal (“Initial Term”). Following expiration of the Initial Term and subject to termination of the Agreement to the end of the Initial Term, the Agreement shall automatically renew for successive one-year terms (“Successive Term(s)”). The Initial Term and the Successive Term(s) are together the “Term”.

8.3 During the Initial Term and each Successive Term, either party may terminate this Agreement upon four week’s written notice (email to suffice) with effect as of the end of the Initial Term or Successive Term, as the case may be.

8.4 Either party may terminate this Agreement for good cause with immediate effect. Good cause for Iceflower includes any breach of Sections 3, 5 or 6, or a requirement arising under Iceflower's Upstream Data License agreements that makes continued provision to the Customer impermissible or impossible. If Iceflower terminates this Agreement as a result of Customer’s material breach, Customer will not be entitled to a refund or credit of any prepaid Fees. If Customer terminates this Agreement due to Iceflower’s material breach, Customer will be entitled to a pro-rata refund or credit of prepaid, unused fees.

8.5 Upon termination of this Agreement for any reason, (i) all access rights end; (ii) all rights and licenses granted by either party to the other hereunder will immediately terminate; (iii) Customer shall upon Iceflower’s written (email to suffice) request delete all records of Outputs and confirm to Iceflower in writing (email to suffice) being understood that Customer may keep a copy of the records of Outputs insofar as (a) required by applicable law or (b) contained in internal work product already created in accordance with these Terms. Customer must inform Iceflower if and to what extent it keeps such copy and explain the reasons and provide, upon Iceflower’s request, evidence to the satisfaction of Iceflower.

8.6 Sections 5.3, 6, 8.5, 9 through 13 and 15 survive termination.

9. Confidentiality

Non-public information disclosed by one party to the other in connection with the Services, including pricing, product roadmaps and the terms of any negotiated order, is confidential. The receiving party shall protect it with reasonable care, use it only for purposes of the business relationship and not disclose it to third parties except to representatives under equivalent obligations. These obligations continue for five years after the end of the business relationship.

10. Data protection

10.1 The Insights are derived from de-identified consumer transaction data. The Services are designed so that no personal data of consumers is made available to the Customer, and Outputs cannot be traced back to any natural person.

10.2 If the Customer becomes aware that any Output inadvertently contains personal data, it shall notify Iceflower without undue delay at legal@iceflower.ai, delete the affected material and follow Iceflower's reasonable instructions.

10.3 For personal data of the Customer's registered users (name, business email, usage data), Iceflower acts as controller as described in the Iceflower Privacy Policy.

11. Warranties

11.1 For paid Services, Iceflower warrants that the Services will perform substantially as described in the applicable service documentation.

11.2 The Insights are statistical estimates derived from panel data. Iceflower does not warrant that Outputs are complete, error-free or suitable for any specific decision, and does not provide investment, legal, tax or accounting advice. The Customer remains responsible for its own decisions.

11.3 For Trials, Section 4.4 applies.

12. Liability

12.1 Iceflower is liable without limitation for damage caused intentionally or by gross negligence, for injury to life, body or health, under the German Product Liability Act and under any guarantee expressly assumed.

12.2 For slight negligence, Iceflower is liable only for breach of material contractual obligations (Kardinalpflichten), meaning obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the Customer regularly relies. In such cases liability is limited to the foreseeable damage typical for this type of contract, and in aggregate to the fees paid or payable by the Customer for the Services in the 12 months preceding the event giving rise to the claim.

12.3 Liability for indirect damage, loss of profits and loss of business is excluded in cases of slight negligence.

12.4 The limitations in this Section 12 also apply for the benefit of Iceflower's licensors and data partners.

13. Indemnification

The Customer shall indemnify and hold harmless Iceflower and its licensors and data partners from all third-party claims, damages and reasonable costs, including reasonable legal fees, arising from (a) the Customer's use of the Services or Outputs in breach of these Terms or applicable law, or (b) content or data provided by the Customer. Iceflower shall notify the Customer of any such claim without undue delay and shall not settle claims imposing obligations on the Customer without its consent.

14. Changes to the Services and these Terms

14.1 Iceflower reserves the right to amend or supplement these Terms including the Services at any time with effect for the future, provided that there is a valid reason for the amendment and the changes are reasonable for the Customer taking into account the interests of both parties. A valid reason exists, in particular, in the case of:

• changes in applicable law, statutory jurisdiction, or administrative practice;
• technical developments or adjustments to IT infrastructure and security standards;
• closure of regulatory gaps or resolution of ambiguities arising after contract execution;
• adjustment of formal requirements, data formats and interfaces;
• introduction of new, free, or optional additional features or services.

14.2 Amendments that fundamentally alter the main contractual performance obligations or the balance between performance and consideration (in particular core functionalities or remuneration) are excluded from this right of amendment and require the express agreement of the parties.

14.3 Iceflower shall inform the Customer of the amended Terms in text form (e.g., via email or user portal) at least 30 days prior to their proposed effective date.

14.4 Customer’s consent to the amendment shall be deemed granted if Customer does not object to the amendment in text form until the effective date. In the amendment notice, Iceflower will explicitly inform Customer of this deemed consent mechanism, as well as the right to object and terminate.

14.5 If Customer objects to the amended Terms in due time, the contract shall continue under the previous conditions. In this case, Iceflower shall be entitled to terminate the contract ordinarily with a notice period of 30 days, provided that continuing the contract under the previous conditions is unreasonable for Iceflower.

14.6 Iceflower may amend these Terms with immediate effect where required to comply with law or with obligations under its Upstream Data License Agreements. In that case, materially affected Customers may terminate with immediate effect and receive a pro rata refund of prepaid, unused fees.

15. General provisions

15.1 Governing Law and Venue. These Terms are governed by German law, excluding its conflict of law rules and the CISG. Exclusive place of jurisdiction is Berlin.

15.2 Assignment. The Customer may not assign these Terms without Iceflower's prior written consent. Iceflower may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of assets.

15.3 Export compliance and Sanctions. The Customer shall comply with any applicable export control and sanctions laws in connection with its use of the Services.

15.4 Notices. Notices to Iceflower shall be sent to legal@iceflower.ai. Notices to the Customer may be sent to the email address associated with the Account.

15.5 Severability. If any provision of these Terms is invalid, the remaining provisions remain unaffected.

15.6 Entire Agreement. These Terms, together with any order form and the Privacy Policy, constitute the entire agreement regarding the Services and supersede prior arrangements on the same subject matter. Conflicting terms of the Customer do not apply, even if Iceflower does not expressly object to them.