CrossLead Terms of Use

Last updated: April 27, 2021

This Terms of Use Agreement (the “Terms”) constitutes a legally binding agreement between you, the end-user (either an individual or a single entity) (“you” or “your”) and CrossLead, Inc. (“CrossLead,” “we” or “us”). These Terms govern your access to and use of any services made available to you on the CrossLead platforms (collectively, the “Services”), and apply to your use of all Services, unless otherwise specified as applying only to a particular Service. By clicking “I Accept” (or a similar indicia of acceptance, including, with respect to “Enterprise Services” users, executing a “Statement of Work” for the Services) or by accessing or otherwise using the Services, you agree that (a) you have read and understood and agree to be bound by these Terms, (b) you are of legal age to form a binding contract with CrossLead, and (c) you have the authority to enter into the Terms personally or on behalf of the company named as the user (“Company”), and if you are registering as an authorized administrator of the Company (“Authorized Administrator”), to bind Company to the Terms.If you do not agree to be bound by the Terms, you may not access or use the Services. By using the Services, you also acknowledge that you have read and understand our Privacy Policy.

You may only use the Services if you or the Company has purchased a subscription to the Services (the “Subscription”) or otherwise enrolled in or ordered the Services and made the necessary payments. If you or the Company purchase a Subscription for a term (the “Initial Term”), then the Terms will be automatically renewed for additional periods of the same duration as the Initial Term at CrossLead’s then-current fee for such services unless you decline to renew the Subscription in accordance with Section 4.5 below. You acknowledge and agree that if the Subscription expires or is terminated, you will be unable to access or use the Services.

Please be aware that Section 11 of the Terms contains provisions governing how claims that you and we have against each other are resolved, including, without limitation, any claims that arose or were asserted prior to the Effective Date of the Terms. In particular, it contains an Arbitration Agreement which will, with limited exceptions, require disputes between us to be submitted to binding and final arbitration. Unless you opt out of the Arbitration Agreement: (1) you will only be permitted to pursue claims and seek relief against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you are waiving your right to seek relief in a court of law and to have a jury trial on your claims.

Your use of the Services is also subject to any additional terms, conditions and policies that we separately post on the Services (“Supplemental Terms”) which are incorporated by reference into the Terms. If you are an Enterprise Services user, your access to and use of the Services is subject to the Master Services Agreement and corresponding Statement of Work (collectively, the “Enterprise Agreement”) entered into between CrossLead and Company, and to the extent applicable and identified in the Enterprise Agreement, the terms of the Data Protection Addendum at www.crosslead.com (“DPA”) are hereby incorporated by reference and shall apply to the extent User Content includes Personal Data, as defined in the DPA. To the extent there is any conflict between the Terms, the Supplemental Terms, the Enterprise Agreement, and the DPA, the order of precedence shall be: (1) the DPA (to the extent applicable), (2) the Supplemental Terms, (3) the Enterprise Agreement, and (4) the Terms.

CrossLead reserves the right to make changes to these Terms at any time by making a revised version of the Terms available on the CrossLead Platform. We may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Services. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Services. These changes will be effective immediately for new users of our Services. Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

    • Account Creation. In order to use the Services, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form, such as your name, company name, and e-mail address. If you are an employee or other authorized user of Company, then the Company’s Authorized Administrator, or another individual designated as the account administrator (“Account Administrator”) of the Company, may have to send you an invitation to register an Account. If you are the Authorized Administrator or the Account Administrator, then you may be assigned different permissions than other users. Regardless of whether you are registering an Account under a Company Account or under an individual Account on behalf of a Company, you represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) you have all right, title, and authority to submit or otherwise transmit any Company Content, including any confidential or proprietary information or data, whether oral or in writing, that is designated as confidential or would reasonably be understood to be confidential and proprietary (“Confidential Information”) of the Company, to us and/or the Services. You may delete your Account at any time, for any reason, by following the instructions on the Services. We may suspend or terminate your Account in accordance with these Terms.
    • Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account.  You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your Account, or any other breach of security.  We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
    • Account Limitations. While each Account Administrator can invite other authorized individuals of Company to register an Account, CrossLead may charge the Company for each additional authorized user who registers an Account. Accounts may not be shared, transferred, or used by more than one of user at a time. CrossLead reserves the right to impose restrictions on the number of authorized users under a Company Account.
  2. ACCESS AND USE OF SERVICES.
    • Access Rights. Subject to your acceptance of the Terms, and to any other restrictions that may be set forth on a Statement of Workas applicable, you will be permitted to access the features and functions of the Services, which may include CrossLead’s Multi-Team Leader Program, and any other features and functionalities provided through the Services. You may access and make use the Services solely during the term of these Terms and in accordance with the provisions of these Terms. 
    • Usage Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services; (b) except to the extent permitted by applicable law, you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive web product, or service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.  Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms. 
    • Subject to the rights granted in the Terms, CrossLead retains all right, title and interest in and to the Services and any Insights, including usage statistics collected or generated by us in connection with your use of the Services, and you acknowledge that you neither own nor acquire any additional rights in and to the foregoing not expressly granted by the Terms or any licenses to the software used to provide the Services. Additionally, CrossLead retains all right in the methodologies, processes, formulae, algorithms, know-how, and discoveries used in the provision of the Services. You further acknowledge that CrossLead retains the right to use the foregoing for any purpose in CrossLead’s sole discretion.
    • CrossLead Content. As part of the Services, CrossLead may make available course materials, training modules, and other content, data, and information (“CrossLead Content”), including such CrossLead Content provided as part of the Multi-Team Leader Program, a five-week virtual executive development training program designed for senior management and their teams. Subject to payment of the applicable fees (which may be paid by your employer), CrossLead hereby grants to you a non-exclusive, non-transferable, perpetual license, without the right to sublicense, to use the CrossLead Content for your personal professional or internal business purposes only.  CrossLead Content shall be considered the confidential and proprietary information of CrossLead, and you shall keep all such CrossLead Content strictly confidential. You will have no right to copy, modify, distribute, publicly display, publicly perform, or create derivative works of such CrossLead Content without CrossLead’s prior written permission. You will retain all watermarks, logos, legends, and labels, including any copyright notices, included on any such CrossLead Content. CrossLead reserves all rights in and to the CrossLead Content that is not expressly granted in this Section 3.1.
    • User Content. “User Content”means any and all information and content that a user submits to, or uses with, the Services, including as set forth in any recordings or other visual, audio, or audiovisual content derived from your use of the Services (“Recordings”). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by us. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. We are not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice.
    • License. CrossLead does not claim ownership of User Content. However, when you post or publish User Content on the Services, you hereby grant (and you represent and warrant that you have the right to grant) to us a royalty-free, fully paid, perpetual, irrevocable worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, distribute, reproduce, modify, adapt, publicly perform, and publicly display your User Content, including Recordings, for the purposes of operating and providing the Services to you and other users.  You, on behalf of yourself and your associated Company (as applicable), further grant CrossLead the right to use the User Data and any Recordings to create an anonymous profile and derivative insights based on the User Data and Recordings, aggregated with other anonymous profiles (the “Insights”) that it may use as part of the Services for you and other customers of CrossLead in anonymous and aggregated form; provided, however, that such Insights do not disclose any of your or the Company’s Confidential Information or disclose your or the Company’s identity.
    • Acceptable Use Policy. As a condition of use, you agree not to use the Services for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) make available any content on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without CrossLead’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of CrossLead; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Terms; (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Services, introducing viruses, worms, or similar harmful code into Services, or interfering or attempting to interfere with use of Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services; or (viii) constitutes any of the following (collectively, “Sensitive Personal Information”): (a) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (b) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”); (c) any information deemed to be “special categories of data” as such term is defined in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation); or (d) any other personal information subject to regulation under the Children’s Online Privacy Protection Act. You acknowledge that CrossLead is not a Business Associate or subcontractor (as those terms are defined in HIPAA) or a payment card processor and that that Services are neither HIPAA nor PCI DSS compliant. CrossLead shall have no liability for Sensitive Personal Information, notwithstanding anything to the contrary herein.
    • Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to CrossLead through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that CrossLead has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to CrossLead a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or CrossLead’s business.
    • Use of Name. You agree that CrossLead may use Company’s name and logo in CrossLead’s marketing materials or communications for the sole purpose of indicating Company as a user of the Services. Neither party will issue a press release announcing its relationship with the other party without the other party’s approval, not to be unreasonably withheld or delayed. Subject to the terms and conditions of this Agreement, Company hereby grants to CrossLead a non-exclusive and limited license to use and publicly display Company’s name and logo as set forth in this subsection.
    • Satisfaction Surveys. From time to time, CrossLead may ask Company’s end-users to provide feedback regarding their level of satisfaction with the Services via emails and/or electronic surveys. Company hereby grants CrossLead the right to send such emails and surveys provided that CrossLead does not disclose Company’s end-users as participants in the surveys without Company’s written consent.
  4. FEES AND PURCHASE TERMS.
    • Free Trial. CrossLead may provide a free trial when you (or the Company, as applicable) (“Subscriber”) first sign up to access certain of the Services. This free trial will not have any limit on the number of authorized users, nor will it require the submission of Payment Provider information. At the end of the trial period, the Subscriber’s access to the Services will terminate unless Subscriber purchases a Subscription or otherwise enrolls in such Services. Upon purchase of a Subscription or enrollment in any Services, CrossLead will begin billing Subscriber the applicable Subscription Fees or Fees in accordance with the payment terms set forth in this Section 4.
    • Payment. Subscriber agrees to pay all fees or charges for the Services in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. Payments for “Enterprise Services” are due and payable in accordance with terms set forth in the Enterprise Agreement. With respect to certain Services, Subscriber may be required to provide CrossLead with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”) as a condition to enrolling in the Services and/or signing up for a Subscription.  Subscriber’s Payment Provider agreement governs Subscriber’suse of the designated credit card, and Subscriber  must refer to that agreement and not the Terms to determine its rights and liabilities.  By providing CrossLead with a credit card number and associated payment information, Subscriber agrees that CrossLead is authorized to immediately invoice Subscriber for all fees and charges due and payable to CrossLead hereunder and that no additional notice or consent is required.  Subscriber agrees to immediately notify CrossLead of any change in Subscriber’s billing address or the credit card used for payment hereunder. CrossLead reserves the right at any time to change its prices and billing methods, either immediately upon posting on CrossLead Properties or by e-mail notification.
    • Fees. Subscriber will be responsible for payment of the applicable fees for the applicable Subscriptions (each, a “Subscription Fee”) or other Services (“Fees”). If Subscriber has not paid its Subscription Fees or Fees, then Subscriber may not have access to certain features or functions of the Services and/or Subscriber’s Account may be terminated or suspended. Except as set forth in the Terms, all fees for the Services are non-refundable.  No contract will exist between Subscriber and CrossLead for the Services until CrossLead accepts Subscriber’s order by a confirmatory e-mail, execution of an Enterprise Agreement, or other appropriate means of confirmation.
    • Taxes. The payments required under Section 4.2 of these Terms do not include any taxes or any credit card processing fees that may be due in connection with the Subscription provided under these Terms. Subscriber will be responsible for the payment of such taxes or credit card processing fees that may be incurred in connection with the Subscription.
    • Automatic Renewal. Your access to the Services will continue so long as you are enrolled in such Services and/or Subscriber’s Subscription remains active, as applicable. After the initial subscription period, and again after any subsequent subscription period, Subscriber’s Subscription will automatically commence on the first day following the end of such period (each, a “Renewal Commencement Date”) and continue for an additional equivalent period, at CrossLead’s then-current price for such Subscription.  Subscriber agrees that its Account will be subject to this automatic renewal feature unless Subscriber cancels its subscription at least thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from CrossLead that Subscriber’s subscription will be automatically renewed, you will have thirty days from the date of the CrossLead notice), by contacting CrossLead at legal@crosslead.com.  If Subscriber wants to change or terminate its Subscription, please contact CrossLead at legal@crosslead.com.  If Subscriber cancels such Subscription, you may use the Subscription until the end of Subscriber’s then-current subscription term; the Subscription will not be renewed after Subscriber’s then-current term expires.  However, Subscriber will not be eligible for a prorated refund of any portion of the Subscription Fee paid for the then-current Subscription period.  By subscribing, Subscriber authorizes CrossLead to charge its Payment Provider now, and again at the beginning of any subsequent subscription period.  Upon renewal of the Subscription, if CrossLead does not receive payment from Subscriber’s Payment Provider, (a) Subscriber agrees to pay all amounts due on its Account upon demand and/or (b) Subscriber agrees that CrossLead may either terminate or suspend its subscription and continue to attempt to charge its Payment Provider until payment is received (upon receipt of payment, Subscriber’s Account will be activated and for purposes of automatic renewal, the new subscription commitment period will begin as of the day payment was received).
  5. CONFIDENTIAL INFORMATION.
    • General. “Confidential Information” means any information provided in connection with or arising out of this Agreement that includes the business or matters of a party or its affiliates, suppliers, licensors or clients; and with respect to CrossLead, other applications, techniques, business methods, contractors, affiliates, products, services, technology, trade secrets, technical procedures, methodologies or proprietary rights. In addition, “Confidential Information” includes any other information, data or materials which have been or will be furnished by or through a party (or its affiliates, clients, agents or suppliers) and identified as “Confidential”, “Proprietary”, or other similar marking, or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary.
    • Use of Confidential Information. Each party (i) shall use Confidential Information of the other party only in connection with performance of this Agreement; provided, however, CrossLead may use your Confidential Information internally to provide and improve the Services; and (ii) shall not disclose Confidential Information except to its employees and contractors who have first agreed to be bound obligations of confidentiality at least as protective as those set forth in this Section 5 and who have a need to know such Confidential Information. The confidentiality obligations set forth herein shall continue and shall survive any termination or expiration of this Agreement. Each party shall promptly deliver to the other party or certify the destruction, upon any expiration or termination of this Agreement and at any other earlier time requested, all Confidential Information of such party. The confidentiality obligations in this section do not apply to any information to the extent that the party can demonstrate: (i) it was obtained from a source other than the other party without obligation of confidentiality; (ii) it is or becomes publicly available without breach of this Agreement or act or fault of the party; or (iii) the other party consented to such use. If, in the reasonable opinion of its legal counsel, a party is required by law to disclose any Confidential Information in connection with any legal or regulatory proceeding, then that party may disclose such Confidential Information, provided that it notifies the other party prior to disclosure, allows that party a reasonable opportunity to seek appropriate protective measures prior to disclosure, and discloses only the minimum amount of Confidential Information required by law.
  6. THIRD-PARTY PRODUCTS AND SERVICES. The Services may contain links or otherwise provide access to third-party websites, products, services, or other offerings (collectively, “Third-Party Services”), such as RegFox for event registration. When you access a Third-Party Service, you are subject to the terms and conditions (including privacy policies) of such other Third-Party Services provider.  Such Third-Party Services are not under the control of CrossLead.  CrossLead is not responsible for any Third-Party Services.  CrossLead provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services.  You access and use all Third-Party Services at your own risk. When you leave our Services or commence using Third-Party Services, our Terms and policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with accessing any Third-Party Service.
  7. You agree to indemnify and hold CrossLead, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “CrossLead Party” and collectively, the “CrossLead Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) User Content; (b) your use of, or inability to use, the Services, or any part thereof (including any CrossLead Content); (c) your violation of the Terms; (d) your violation of any rights of another party; or (e) your violation of any applicable laws, rules or regulations. CrossLead reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with CrossLead in asserting any available defenses. This provision does not require you to indemnify any of the CrossLead Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms and/or your access to the Services.
  8. DISCLAIMER OF WARRANTIES AND CONDITIONS.
    • As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES, INCLUDING ANY CROSSLEAD CONTENT, IS AT YOUR SOLE RISK, AND THE SERVICES AND CROSSLEAD CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. CROSSLEAD PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES. CROSSLEAD MAKES NO GUARANTEES WITH RESPECT TO THE CROSSLEAD CONTENT AND DOES NOT REPRESENT OR WARRANTY ANY OUTCOME BASED ON THE CROSSLEAD CONTENT.
      • CROSSLEAD PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES, INCLUDING ANY CROSSLEAD CONTENT, WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR CROSSLEAD CONTENT WILL BE ACCURATE OR RELIABLE.
      • ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES (INCLUDING CROSSLEAD CONTENT) IS ACCESSED AT YOUR OWN RISK. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
      • THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.CROSSLEAD MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES.
      • NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CROSSLEAD OR THROUGH THE SERVICES (INCLUDING AS PART OF ANY CROSSLEAD CONTENT) WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
      • FROM TIME TO TIME, CROSSLEAD MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT.SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT CROSSLEAD’S SOLE DISCRETION.  THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
    • No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT CROSSLEAD PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CROSSLEAD PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
  9. LIMITATION OF LIABILITY.
    • Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL CROSSLEAD PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT CROSSLEAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, ON ANY THEORY OF LIABILITY, INCLUDING LIABILITY RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (5) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.  THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A CROSSLEAD PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A CROSSLEAD PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A CROSSLEAD PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
    • Cap on Liability. UNDER NO CIRCUMSTANCES WILL CROSSLEAD PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO CROSSLEAD BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A CROSSLEAD PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A CROSSLEAD PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A CROSSLEAD PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
    • User Content. CROSSLEAD ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, USER CONTENT), RECORDINGS, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS UNLESS WE ARE REQUIRED TO BY LAW.
    • Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CROSSLEAD AND YOU.
  10. TERM AND TERMINATION.
    • Term. The Terms commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with Terms.
    • Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Terms commenced on the earlier to occur of (a) the date you first used the Services or (b) the date you accepted the Terms and will remain in full force and effect while you use the Services, unless earlier terminated in accordance with the Terms.
    • Termination. We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. We will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. ACCESS TO THE SERVICES WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 4.5. All provisions of the Terms which by their nature should survive, shall survive termination of your Account and Subscription, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
  11. DISPUTE RESOLUTION. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with CrossLead and limits the manner in which you can seek relief from us.
    • Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with CrossLead, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or CrossLead may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of the Terms or any prior version of the Terms.
    • Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, CSC, 251 Little Falls Drive Wilmington, DE 19808-1674.  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.  Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, CrossLead will pay them for you.  In addition, CrossLead will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

  • Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and CrossLead.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us.
  • Waiver of Jury Trial. YOU AND CROSSLEAD HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and CrossLead are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 11.1 above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow the Terms as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
  • Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of Delaware.  All other claims shall be arbitrated.
  • 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: legal@crosslead.com, within 30 days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, your username (if any), the email address you used to set up your account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
  • Severability. Except as provided in subsection 11.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
  • Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with CrossLead.
  • Modification. Notwithstanding any provision in the Terms to the contrary, we agree that if CrossLead makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing CrossLead at the following address: CrossLead, Inc., PO Box 34644, Washington, DC 20043.
  1. GENERAL PROVISIONS.
    • Electronic Communications. The communications between you and CrossLead may take place via electronic means, whether you visit the Services or send CrossLead e-mails, or whether CrossLead posts notices on the Services or communicates with you via e-mail.  For contractual purposes, you (a) consent to receive communications from CrossLead in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that CrossLead provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
    • Release. You hereby release CrossLead Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the Services.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”  The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a CrossLead Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services.
    • Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without CrossLead’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
    • Force Majeure. CrossLead shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
    • Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: support@crosslead.com. We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
    • Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE TERMS. 
    • Notice. Where CrossLead requires that you provide an e-mail address, you are responsible for providing CrossLead with your most current e-mail address.  In the event that the last e-mail address you provided to CrossLead is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, CrossLead’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to CrossLead at the following address: CrossLead, Inc., P.O. Box 34644, Washington, DC 20043.  Such notice shall be deemed given when received by CrossLead by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
    • Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    • Severability. If any portion of the Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
    • Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws.  In particular, but without limitation, CrossLead Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by CrossLead are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer CrossLead products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
    • Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
    • Entire Terms. The Terms is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.