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ReadyTalk Terms of Service

Obligations
1. ReadyTalk agrees to provide Customer with the ReadyTalk Services quoted in the Order Form.
2. Customer agrees to pay the fees listed in the Order Form and any additional charges according to the current schedule of charges in effect at the time. ReadyTalk will invoice Customer for all Fees on a monthly basis. All invoiced amounts will be due and payable thirty (30) days after the invoice date. Overdue amounts may be subject to a late payment charge at 1.5% per month. ReadyTalk may modify, or enhance the features of the services at no additional cost to Customer. From time to time ReadyTalk may offer Customer additional features or services for an added cost, after providing notice describing such added features or services and associated costs. Customer’s use of such features or services shall be deemed acceptance of fees assessed therewith and such amounts shall be due in accordance with the terms of this Agreement.
Ownership
1. Customer owns the content of any archived files (sound and or presentation content) created by Customer.
2. ReadyTalk and its licensors retain all rights to the Service, trademarks, logos, service marks, trade names, including third-party names, product names, and brand names (collectively, the “Marks”) used on the ReadyTalk web-site are the trademarks of ReadyTalk or the applicable third parties. ReadyTalk, or licensed third parties, owns the rights to all software and hardware used to perform the ReadyTalk Services.
Privacy
1. ReadyTalk’s prevailing privacy policy, which is an integral part of these Terms of Use is incorporated herein by reference and is available at http://www.readytalk.com/privacy.php.
Warranties and Covenants
1. Customers agrees to not use the ReadyTalk Services in a manner which infringes or violates any trademark, copyright, trade secret, right of publicity or privacy (including but not limited to defamation), patent or other proprietary right of a third party, or which is a violation of any law of any jurisdiction. Customer agrees that Customer is responsible for the content of any messages created by Customer and the consequences of sending any such messages. Customer further agree not to use the ReadyTalk Service to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although ReadyTalk is not responsible for any such communications, ReadyTalk may delete any such communications of which ReadyTalk becomes aware, at any time without notice to Customer.
2. Customer agrees to defend, indemnify and hold harmless ReadyTalk its directors, officers, employees, sublicensees, and agents from and against all claims, liabilities, damages and/or costs (including, but not limited to, attorneys fees) arising from: (1) Customer’s use of the ReadyTalk Services; (2) Customer’s violation of this agreement; or (3) Customer’s infringement, or infringement by any other person using Customer’s account, of any intellectual property or other right of any person or entity.
3. NO WARRANTIES. CUSTOMER UNDERSTANDS AND AGREES THAT THE SERVICES ARE PROVIDED "AS IS" AND READYTALK, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. READYTALK, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT CUSTOMER’S OWN DISCRETION AND RISK. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH CUSTOMER.
Right to Use
1. Subject to the terms and conditions of this Agreement, ReadyTalk grants Customer only the right to use the Services, in accordance with this Agreement. Customer receives no rights to, modify or reproduce, the Services or any associated software.
No Commercial Use

Other than using the Services for conferences or meetings in which Customer is an active participant, and as permitted under the terms and conditions of this Agreement or other written agreements between Customer and ReadyTalk, Customer may not resell, distribute, make any commercial use of, use on a timeshare or service bureau basis, or use to operate a Web-site or otherwise generate income from the Services.

Limitation of Liability
1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL READYTALK OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF READYTALK, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, READYTALK, ITS AFFILIATES’, SUPPLIERS’ AND RESELLERS’ MAXIMUM CUMULATIVE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SERVICES (IF ANY) IN THE PREVIOUS 12 MONTHS. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to Customer.
Term and Termination
1. The term of this Agreement will commence on the Effective Date of the Order Form and, unless earlier terminated as set forth below, continue for the number of months set forth on the Order Form (“Initial Term”). At the end of the Initial Term, the Agreement will continue for additional terms, each with the same duration as the Initial Term (“Renewal Term”), unless either party provides the other party written notice of it intent to terminate the Agreement thirty (30) days prior to the end of the Initial Term or Renewal Term.
2. Either party may terminate this Agreement if the other party materially breaches any of its obligations under this Agreement after providing thirty (30) days advance written notice of the breach to the other party, unless the other party has cured such breach within such thirty (30) day period. Upon expiration or termination of this Agreement for any reason, Customer will immediately pay ReadyTalk all amounts due and payable prior to the date of such termination. Upon termination, ReadyTalk shall destroy any media files created by Customer on ReadyTalk’s next scheduled backup. Each party’s obligations under Sections 1b, 2, 3, 4, 5, 6, 7, 8, and 9 will survive any termination of this Agreement.
Miscellaneous Provisions
1. The validity, construction, and performance of this agreement shall be governed by the internal laws of the state of Colorado and all claims and/or lawsuits in connection with this agreement shall be brought in Denver County, Colorado.
2. This agreement and the Order Form contains ReadyTalk’s and Customer’s entire understanding and agreement with respect to the subject matter contained herein, supersedes all prior oral or written understandings and agreements relating thereto except as expressly otherwise provided, and may not be altered, modified or waived in whole or in part, except in writing, signed by duly authorized representatives of the parties.
3. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions shall remain in full force and effect as if said provision never existed.
4. ReadyTalk and Customer are separate and independent legal entities. Nothing contained in this agreement shall be deemed to constitute either Customer or ReadyTalk as an agent, representative, partner, joint venturer or employee of the other party for any purpose. Neither party has the authority to bind the other or to incur any liability on behalf of the other, nor to direct the employees of the other. Neither party may issue press releases or publicity as a result of entering into this agreement.
5. ReadyTalk shall not be in default by reason of any failure of its performance under this agreement if such failure results, directly or indirectly, from, fire, explosion, strike, freight embargo, weather, act of God, war, civil disturbance, act of government or any agency or official thereof, labor shortage, severe weather, failure of vendors, manufacturers, suppliers or subcontractors or any other event beyond ReadyTalk’s control.