Legal

b. Specific Limits on Use.

Without limiting the foregoing, you specifically agree not to use the Site in a manner that: (i) harasses, threatens, or otherwise violates the rights of any other party; (ii) is fraudulent or deceptive; (iii) uses technology or other means to access Crosstalk Solution’s network or other users’ accounts; (iv) introduces viruses or other programs that interrupt, destroy, or limit the functionality of the Site or Services; or (v) otherwise violates this Agreement or applicable law.

b. Content.

The Site and all media comprising the Site, including without limitation all Crosstalk Solutions Marks, Third Party Marks, designs, text, graphics, pictures, information, data, software, sound files, other files thereon, as well as the selection and arrangement thereof, (the “Content”) are the property of Crosstalk Solutions or its licensors. The Content is protected by United States’ intellectual property laws, and it may not be copied or used, in whole or in part, without the prior written permission of Crosstalk Solutions or the applicable trademark holder.

b. Termination of License.

Crosstalk Solutions reserves the right, in its sole discretion, to terminate your License, delete your user account, or block your future access to the Site (or take any combination of the foregoing actions) if: (a) it reasonably believes you have violated this Agreement; (b) you fail to pay any amount due to Crosstalk Solutions; (c) Crosstalk Solutions receives one or more complaints related to your use of the Site; or (d) for any other lawful business reason in Crosstalk Solutions’ discretion.

While some Content is available for free on the Site, access to certain Services is gained through payment by you of one or more fees. Generally, these fees must be paid in full before you can gain access to paid programs. Any fees paid for the Services or access to the Site are non-refundable. If you cancel your subscription prior to the end of any selected term, or in the event that this Agreement and your access to the Site and Services is earlier terminated, you will NOT receive any prorated refund.

c. Indemnification.

YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CROSSTALK SOLUTIONS AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL THIRD PARTY ACTIONS THAT: (I) ARISE FROM YOUR USE OF THE SITE; (II) ASSERT A VIOLATION BY YOU OF ANY TERM OF THIS AGREEMENT OR ANY STATE, LOCAL, FEDERAL OR INTERNATIONAL LAW OR REGULATION; OR (III) ASSERT THAT ANY INFORMATION OR CONTENT THAT YOU UPLOAD, TRANSFER, OR STORE USING THE SITE VIOLATES ANY LAW OR INFRINGES UPON ANY THIRD PARTY RIGHT, INCLUDING ANY INTELLECTUAL PROPERTY OR PRIVACY RIGHT. CROSSTALK SOLUTIONS RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION, IN WHICH EVENT YOU WILL COOPERATE IN ASSERTING ANY AVAILABLE DEFENSES.

You may provide suggestions, enhancement requests, recommendations and other feedback to improve the Site or Content (“Feedback”). Crosstalk Solutions may, but has no obligation to, incorporate your Feedback into the Site or Content. You hereby disclaim any ownership in any Feedback you provide to Crosstalk Solutions, and you hereby assign all right, title, and interest in and to any Feedback provided to Crosstalk Solutions.

b. Third Party Providers.

Crosstalk Solutions uses certain third parties (“Third-Party Providers”) to facilitate payment and credit card processing, to track information regarding users’ interactions with the Site, and to help Crosstalk Solutions facilitate other services for you (as further described in the Crosstalk Solutions Privacy Statement). You may be redirected to the websites or applications of such Third-Party Providers to create user accounts that work in conjunction with Crosstalk Solutions. You must comply with any flow down terms and conditions provided by any such Third-Party Provider, including but not limited to, any end-user license agreements, privacy statements or other agreements entered into with such Third-Party Providers. You hereby agree to release and hold harmless Crosstalk Solutions from any damages or claims arising from your relationship with any Third-Party Provider.

The term of this Agreement shall commence on the date you first access or use the Site and shall continue until the earlier of: (a) the date terminated by Crosstalk Solutions or (b) thirty days following the discontinuance of access to the Services. Upon termination of this Agreement: (a) the License and any other rights and licenses granted to you herein shall terminate; (b) you shall cease all use of the Site; and (c) Crosstalk Solutions may, in its own discretion, remove and/or purge your account and other data from the system. Further, without terminating this Agreement, Crosstalk Solutions may, in its discretion, remove any comments or other content uploaded to the Site by you that Crosstalk Solutions deems inappropriate or illegal (although, Crosstalk Solutions had no obligation to monitor for such content). The following provisions will survive the termination of this Agreement: “Third Party Content; Providers;” “Submission of Feedback”; “Disclaimers”; “Liability Limits”; “Modifications to the Agreement or Site”; “Governing Law”; “Disputes”; “Interpretation”; “Severability”; “Waiver”; “Remedies.” Further, your obligation to not reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Site or the Content, or to take any measures to interfere with or damage the Site or the Content, will survive the termination of this Agreement.

b. Modifications to Site.

Crosstalk Solutions reserves the right to modify or discontinue, temporarily or permanently, any of the Site or any features or portions thereof without prior notice. Crosstalk Solutions will not be liable for any modification, suspension or discontinuance of the Site or any part thereof.

This Agreement and your use of the Site is governed by the laws of the state of Oregon, United States of America, without regard to Oregon’s conflict of laws rules. Any action arising out of or relating to this Agreement will be subject to mandatory arbitration. Any dispute will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Salem, Oregon. The AAA rules will govern payment of all arbitration fees. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, and trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Salem, Oregon to resolve your claim. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.

Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by Crosstalk Solutions in exercising any right hereunder will waive any further exercise of that right. Crosstalk Solutions’ rights and remedies hereunder are cumulative and not exclusive.