Terms of Service

READYTALK, A PGI COMPANY CONFERENCING COLLABORATION AGREEMENT

This ReadyTalk, a PGi Company Conferencing Collaboration Agreement (this “Agreement”) is entered into this by and between ReadyTalk, a PGi Company, with its principal place of business at 1900 Sixteenth Street, Floor 6, Denver, CO 80202, and (“COMPANY”), above.

WHEREAS, READYTALK, A PGI COMPANY is in the business of providing audio and web conferencing services to commercial businesses; and

WHEREAS, READYTALK, A PGI COMPANY and COMPANY desire to enter into a collaboration agreement wherein they will exchange services pursuant to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

  1. Grant of License. READYTALK, A PGI COMPANY hereby grants to COMPANY, during the term of this Agreement, a non-exclusive, non-transferable and non-sublicensable right to use the Services pursuant to the terms and conditions of this Agreement (the “License”).

  2. ReadyTalk, a PGi Company Obligations. READYTALK, A PGI COMPANY agrees to provide COMPANY with the Services as listed on Exhibit “A” attached hereto and incorporated herein, during the term of this Agreement, and hereby grants to COMPANY a non-exclusive, non-transferable and non-sublicensable right to use the Services pursuant to the terms and conditions of this Agreement. COMPANY receives no right to modify or reproduce the Services or any software associated therewith. READYTALK, A PGI COMPANY reserves the right to vary the technical specifications of, and make changes, additions or replacements to, the Services where necessary for operational reasons or as required to comply with any applicable safety, statutory or legal requirement. READYTALK, A PGI COMPANY reserves the right to temporarily suspend the Services as necessary to conduct maintenance and upgrades to the Services.

  3. Company Obligations. COMPANY agrees to provide READYTALK, A PGI COMPANY with the Services as listed on Exhibit “A” attached hereto and incorporated herein. COMPANY is solely responsible for the acquisition, operation and maintenance of all hardware, equipment and software (not included with the Services) necessary for use of the Services, including, but not limited to, computers, telephones and related equipment and connections. COMPANY shall use the Services only for conferences or meetings in which COMPANY is an active participant and for its internal business purposes, and COMPANY shall not resell, sublicense or redistribute the Services to any third party or use the Services on a timeshare or service bureau basis or to operate a website or otherwise generate income from the Services. COMPANY agrees to ensure that each User (i) uses the Services pursuant to the terms and conditions of this Agreement and (ii) uses the Services only for lawful purposes. COMPANY shall not, and shall ensure that other Users do not, use the Services to (i) violate READYTALK, A PGI COMPANY’s network security or any third party’s system or network security by any method, including unauthorized interference with any user, host, system or network or unauthorized access to, use of or monitoring of data, systems or networks or (ii) send, receive, store, distribute, transmit, post, upload or download any materials that are designed to violate READYTALK, A PGI COMPANY’s network security or any third party’s system or network security.

  4. Fee for Services. Any additional licenses purchased by COMPANY pursuant to Exhibit “A” will be invoiced to COMPANY and shall be due and payable thirty (30) days from the invoice date. READYTALK, A PGI COMPANY shall, at READYTALK, A PGI COMPANY’s discretion, have the right to impose a late payment charge of one and one-half percent (1.5%) per month or the highest rate permitted by applicable law, whichever is lower, on any invoice not paid within said thirty (30) day period. READYTALK, A PGI COMPANY may suspend the Services, or any portion thereof, in the event that any invoice for Service Fees is delinquent. In the event of any failure by COMPANY to make full and timely payment to READYTALK, A PGI COMPANY pursuant to this Agreement, COMPANY shall be responsible for all costs and expenses (including legal fees) incurred by READYTALK, A PGI COMPANY and its affiliates and agents in collecting such amounts.

  5. Taxes, Fees and Surcharges. In addition to the Service Fees and any late payment charges related thereto, COMPANY shall pay all applicable fees, duties, tolls, administrative assessments, surcharges or taxes now or hereafter attributable to the Services and included on a READYTALK, A PGI COMPANY invoice. COMPANY is solely responsible for, and will properly remit, any taxes, fees or surcharges with respect to use of the Services. ReadyTalk, a PGi Company asses a 3.95% monthly Telecommunications Surcharge on audio conferencing services to recover its costs associated with regulatory requirements and compliance and other costs imposed by its underlying telecommunications carriers. USF charges apply to the Telecommunications Surcharge. Additionally, ReadyTalk, a PGi Company imposes a 5.6% Service Fee on all pre-tax charges. ReadyTalk will not provide advanced notice of any changes in the Telecommunications Surcharge or the Service Fee.

  6. Confidential Information.

    1. Neither party will disclose the Confidential Information (defined below) of the other party, other than to employees and contractors of such party who need to know such information to carry out the purposes of this Agreement or as required by law, and neither party will use the Confidential Information of the other party except for purposes of this Agreement. Each party shall protect the Confidential Information of the other party using at least the same care with which it protects its own Confidential Information of like nature, but at all times shall use at least reasonable care. Each party agrees to provide the other party notice of all legal requests for Confidential Information prior to disclosure.

    2. For purposes of this Agreement, “Confidential Information” means the terms and conditions of this Agreement and all information communicated by one party to the other party in connection with the Services or performance of this Agreement which is (i) written information conspicuously marked as confidential, (ii) oral or visual information identified as confidential at the time of disclosure, or (iii) clearly by its nature confidential, including, but not limited to, trade secrets, financial information and COMPANY and business information. In addition, READYTALK, A PGI COMPANY’s “Confidential Information” shall include all documentation and software provided to COMPANY as part of the Services and all account numbers, passwords, personal identification numbers and any necessary conference codes provided to COMPANY in connection with the Services and shall also include any and all pricing information in connection with this Agreement. Notwithstanding the foregoing, “Confidential Information” shall not include information which the receiving party can demonstrate is (i) already known by the receiving party without any obligation of confidentiality, (ii) publicly known or that becomes publicly known through no unauthorized act of the receiving party, (iii) rightfully received from a third party without an obligation of confidentiality, or (iv) independently developed without use of the disclosing party’s Confidential Information.

    3. Upon termination or expiration of this Agreement, each party shall return to the other party or destroy, at the disclosing party’s option, all Confidential Information of the other party. The parties acknowledge that any threatened or actual breach of this Section 7 shall constitute immediate and irreparable harm to the non-breaching party for which equitable remedies shall be awarded by a court of competent jurisdiction.

    4. Except for materials already made public, neither party will distribute any news releases, articles, brochures, speeches or advertisements concerning this Agreement, nor use the other party’s name or trademarks (or any variation thereof), without the other party’s prior written consent.

  7. Privacy and Security.

    1. COMPANY agrees to promptly notify READYTALK, A PGI COMPANY of any unauthorized use of COMPANY’s account of which COMPANY becomes aware. Any COMPANY or other User information transmitted by COMPANY or any other User through or collected by READYTALK, A PGI COMPANY’s commercial website, located at www.ReadyTalk, a PGi Company.com, (but excluding, for the sake of clarity, any such information that is transmitted through the Services) shall be governed by READYTALK, A PGI COMPANY’s privacy policy available on READYTALK, A PGI COMPANY’s website located at www.ReadyTalk, a PGi Company.com/privacy.php, which is incorporated herein.

    2. Although READYTALK, A PGI COMPANY uses reasonable security safeguards with respect to the Services, READYTALK, A PGI COMPANY cannot guaranty the security or privacy of any transmissions or communications through the Services. COMPANY acknowledges that COMPANY is solely responsible for all content and information sent, received, stored, distributed, transmitted, posted, uploaded or downloaded using the Services. READYTALK, A PGI COMPANY reserves the right to delete any content or information sent, received, stored, distributed, transmitted, posted, uploaded or downloaded using the Services which violates any provision of this Agreement.

  8. Limitation of Liability.

    1. NO AUDIO, VIDEO OR WEB-BASED CONFERENCING SYSTEM IS COMPLETELY ERROR FREE. READYTALK, A PGI COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, AND COMPANY ASSUMES ALL RISKS ASSOCIATED WITH COMPANY’S AND/OR ANY OTHER USER’S USE OF THE SERVICES. READYTALK, A PGI COMPANY SHALL NOT BE LIABLE FOR PERFORMANCE DELAYS OR FOR NONPERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL. THE SERVICES ARE NOT DESIGNED FOR USE IN HAZARDOUS


      ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING, WITHOUT LIMITATION, OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT SYSTEMS OR WEAPONS SYSTEMS, AND READYTALK, A PGI COMPANY EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM USE OF THE SERVICES FOR SUCH PURPOSES.

    2. THE LIABILITY OF READYTALK, A PGI COMPANY AND ITS AFFILIATES, EMPLOYEES, AGENTS AND SUPPLIERS FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT RECEIVED FROM COMPANY HEREUNDER (IF ANY) IN THE PREVIOUS TWELVE (12) MONTHS. IN NO EVENT SHALL EITHER PARTY OR SUCH PARTY’S AFFILIATES, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE, DATA OR GOODWILL, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  9. Ownership of Intellectual Property.

    1. The Services and all software, documentation, hardware and other materials used in provision of the Services or on READYTALK, A PGI COMPANY’s website (collectively, the “READYTALK, A PGI COMPANY Materials”) are proprietary to and the property of READYTALK, A PGI COMPANY, and, as between the parties, all right, title and interest in and to the READYTALK, A PGI COMPANY Materials (including, but not limited to, patents, copyrights, trademarks, service marks, rights to logos, trade secrets and trade names, including without limitation third-party names, product names and brand names, and all other intellectual property and proprietary rights) remain in and shall be the exclusive property of READYTALK, A PGI COMPANY. Except as expressly set forth in this Agreement, READYTALK, A PGI COMPANY does not confer any right of ownership to the READYTALK, A PGI COMPANY Materials to COMPANY. COMPANY shall not, without READYTALK, A PGI COMPANY’s prior consent or as expressly authorized by this Agreement, copy, reproduce or provide in any fashion any READYTALK, A PGI COMPANY forms, computer software or concepts for the benefit of any third party. The obligations of this Section 10 are perpetual and survive termination of this Agreement.

    2. Notwithstanding Section 10(a), COMPANY owns and retains all right, title and interest in and to the content of any archived files (sound and/or presentation content) created by COMPANY (the “COMPANY Materials”). COMPANY hereby grants READYTALK, A PGI COMPANY a license to use the COMPANY Materials to perform the Services or READYTALK, A PGI COMPANY’s other obligations under this Agreement.

  10. Representations and Warranties of READYTALK, A PGI COMPANY. READYTALK, A PGI COMPANY hereby warrants, represents and covenants to COMPANY as follows:

    1. READYTALK, A PGI COMPANY is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

    2. READYTALK, A PGI COMPANY has full power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by READYTALK, A PGI COMPANY have been duly authorized by all necessary actions on the part of READYTALK, A PGI COMPANY; and this Agreement, when duly executed by READYTALK, A PGI COMPANY and COMPANY, will constitute a valid, binding and enforceable obligation of READYTALK, A PGI COMPANY, except as such enforceability may be affected by the application of the rights of creditors generally and the principles of equity.

    3. COMPANY HEREBY ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED BY READYTALK, A PGI COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND COMPANY'S AND/OR ANY OTHER USER’S ACCESS TO AND/OR USE OF THE SERVICES IS AT COMPANY’S SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 11, READYTALK, A PGI COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. READYTALK, A PGI COMPANY MAKES NO WARRANTY THAT ANY OF THE SERVICES WILL MEET THE REQUIREMENTS OF COMPANY OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE NOR DOES READYTALK, A PGI COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, AS TO ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OR THAT ANY DEFECTS IN THE HARDWARE OR SOFTWARE RELATED TO THE SERVICES WILL BE CORRECTED. THE ENTIRE RISK ARISING OUT OF USE OF THE SERVICES REMAINS WITH COMPANY. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY COMPANY FROM READYTALK, A PGI COMPANY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THE WARRANTIES PROVIDED IN THIS SECTION 11 ARE SOLELY TO AND FOR THE BENEFIT OF COMPANY AND FOR NO OTHER PERSON, ORGANIZATION OR ENTITY.

  11. Representations and Warranties of COMPANY. COMPANY hereby warrants, represents and covenants to READYTALK, A PGI COMPANY as follows:

    1. COMPANY is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

    2. COMPANY has full power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by COMPANY have been duly authorized by all necessary actions on the part of COMPANY; and this Agreement, when duly executed by READYTALK, A PGI COMPANY and COMPANY, will constitute a valid, binding and enforceable obligation of COMPANY, except as such enforceability may be affected by the application of the rights of creditors generally and the principles of equity.

    3. During the term of this Agreement, any content or material COMPANY or any other User sends, receives, stores, distributes, transmits, posts, uploads or downloads in connection with the Services shall not in any way (i) violate any laws, rules or regulations, (ii) be obscene, indecent, immoral, defamatory, slanderous, libelous or harassing, (iii) infringe upon, violate or misappropriate any intellectual property or proprietary rights of any third party, including, without limitation, any copyright, trademark, trade secret or patent, (iv) violate any rights of publicity or privacy of any third party, or (v) damage READYTALK, A PGI COMPANY’s property or interfere with or disrupt READYTALK, A PGI COMPANY’s systems or other users. COMPANY is solely responsible for all content and information sent, received, stored, distributed, transmitted, posted, uploaded or downloaded using COMPANY’s account.

    4. All information provided by COMPANY to READYTALK, A PGI COMPANY pursuant to or in connection with performance of this Agreement shall be accurate and complete.

    5. Marketing – For the purpose of this Agreement, COMPANY shall grant to READYTALK, A PGI COMPANY a limited, non-exclusive, non-transferable, royalty-free license to use the trademarks, logo designs and trade names provided by COMPANY (collectively, the “COMPANY Marks”) subject to the terms of this Agreement unless expressly disallowed. Use of the COMPANY Marks by READYTALK, A PGI COMPANY is strictly limited to identifying COMPANY as a COMPANY of READYTALK, A PGI COMPANY on READYTALK, A PGI COMPANY’s website and in READYTALK, A PGI COMPANY’s promotional materials – provided any such use has been pre-approved, not be unreasonably withheld, by COMPANY. READYTALK, A PGI COMPANY hereby acknowledges that validity of COMPANY’s ownership of the entire right, title and interest in and to the COMPANY Marks; that their use by READYTALK, A PGI COMPANY shall not create for READYTALK, A PGI COMPANY any right, title or interest in or to any of the COMPANY Marks.

  12. Indemnification.

    1. READYTALK, A PGI COMPANY shall be responsible for and shall save, defend, indemnify and hold the COMPANY, its officers, directors, employees and agents harmless from and against any claims, demands, suits, proceedings, etc. (each a “Claim”) brought by any individual, organization or entity (including, but not limited to, Chairpersons) arising out of (i) READYTALK, A PGI COMPANY’s violation or breach of this Agreement, (ii) the Services infringing a U.S. copyright existing as of the Commencement Date or a U.S. patent issued as of the Commencement Date (an “Infringement Claim”), or (iii) READYTALK, A PGI COMPANY’s gross negligence or willful misconduct; provided, however, that READYTALK, A PGI COMPANY shall not be required to indemnify COMPANY against or hold COMPANY harmless from any Claim brought by any User.

      1. If an Infringement Claim has been made, or in READYTALK, A PGI COMPANY’s opinion is likely to be commenced, COMPANY agrees to permit READYTALK, A PGI COMPANY, at its option and expense, either to: (a) procure for COMPANY the right to continue using the Services, or modify the Services so that they become non-infringing, or (c) immediately terminate the License, in which case COMPANY shall cease using the Services and this Agreement shall immediately terminate, subject to the provisions of Section 14(c).

      2. Notwithstanding the foregoing, READYTALK, A PGI COMPANY has no liability for any Infringement Claim arising from: (a) the combination, operation or use of the Services with any services, hardware or software not provided by READYTALK, A PGI COMPANY hereunder, (b) the alteration or modification of the Services by any party other than READYTALK, A PGI COMPANY, (c) READYTALK, A PGI COMPANY’s compliance with COMPANY’s designs, specifications or instructions, (d) use of the Services after READYTALK, A PGI COMPANY has informed COMPANY of modifications or changes in the Services required to avoid an Infringement Claim, or (e) use of the Services in a manner not authorized by READYTALK, A PGI COMPANY.

      3. THIS SECTION 13(a) STATES THE ENTIRE OBLIGATION OF READYTALK, A PGI COMPANY, AND THE EXCLUSIVE REMEDY OF COMPANY, IN RESPECT OF ANY INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHT.

    2. COMPANY shall be responsible for and shall save, defend, indemnify and hold READYTALK, A PGI COMPANY, its officers, directors, employees and agents harmless from and against any Claims brought by any individual, organization or entity (including, but not limited to, Chairpersons and any other User) arising out of (i) COMPANY’s violation or breach of this Agreement, (ii) any Claim of a User, (iii) the COMPANY Materials, or (iv) COMPANY’s gross negligence or willful misconduct.

    3. The indemnifying party’s obligations hereunder are conditioned upon: (i) receipt of prompt written notice of a Claim from the indemnified party; (ii) the indemnified party tendering to the indemnifying party full and complete authority and control to resolve the matter and any subsequent appeal; and (iii) reasonable cooperation and assistance of the indemnified party, at the request of the indemnifying party and at the indemnifying party’s cost and expense. The indemnified party will have the right, at its option, to participate in the settlement or defense of a Claim, with its own counsel and at its own expense, but the indemnifying party will retain sole control of the Claim’s settlement and defense. A party seeking indemnification pursuant hereto must not by any act, including any admission, statement or acknowledgement, materially impair or compromise the indemnifying party’s defense and shall use commercially reasonable efforts to mitigate damages or losses for which indemnification is sought. Neither party shall be entitled to indemnification for a Claim to the extent such party’s negligence contributed to such Claim.

  13. Term and Termination.

    1. The term of this Agreement will commence on the day and year first set forth above and will be re-evaluated six (6) months from that date. READYTALK, A PGI COMPANY will then reevaluate this Agreement and the return on investment READYTALK, A PGI COMPANY has received since the effective date. READYTALK, A PGI COMPANY reserves the right at the end of those six (6) months to terminate this Agreement effective immediately upon written notice to COMPANY. After the initial six (6) month term, this Agreement will automatically continue for additional terms, each with the same duration as the initial six (6) month term (each, a “Renewal Term”), unless either party gives written notification to the other party, not less than thirty (30) days prior to the end of the then current term, of its intent to terminate this Agreement.

    2. This Agreement may be immediately terminated by either party in the event that:

      1. Either party materially breaches any of its obligations under this Agreement and such breach is not cured within thirty (30) days of the breaching party receiving written notice from the non-breaching party specifying the precise nature of the breach.

      2. Either party becomes insolvent, voluntarily files or is subject to a petition under the United States Bankruptcy Code, including a petition for Chapter 11 reorganization as set forth in the United States Bankruptcy Code. Said party shall immediately provide written notice to the other party in such event, and upon receipt of such notice the other party shall have the option to immediately terminate this Agreement.

    3. Any expiration or termination of this Agreement shall not relieve either party from any obligations hereunder due and owing prior to such expiration or termination. Upon expiration or termination of this Agreement for any reason all rights and licenses granted to COMPANY hereunder shall terminate and COMPANY shall immediately pay READYTALK, A PGI COMPANY all amounts due and payable prior to the date of such expiration or termination.

  14. General.

    1. Assignment. Neither party shall assign or transfer its rights or obligations under this Agreement without the other party’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided that ReadyTalk, a PGi Company may appoint one or more subcontractors to supply any portion of the Services so long as ReadyTalk, a PGi Company remains solely responsible for providing the Services in accordance with this Agreement. This Agreement shall be binding upon and inure to the benefit of each party and its permitted successors and assigns.

    2. Notices. Any notice under this Agreement shall be in writing, unless specified otherwise and except for ordinary operational notices, and shall be sent by Registered or Certified Mail, postage prepaid and return receipt requested, or by e-mail to the parties at the addresses set forth on the signature page hereto. Either party may at any time notify the other party in writing as set forth herein of a change of address or person for the purposes of serving notice.

    3. Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such provision shall be severed or modified as may best preserve the intent of the parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

    4. Amendments, Waivers, Remedies. This Agreement, or any of its provisions, may not be amended, supplemented or modified, and no provision hereof may be waived, unless such amendment, supplement, modification or waiver is in writing and signed by the party against whom enforcement of any of the foregoing is sought.

    5. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

    6. Independent Contractors. READYTALK, A PGI COMPANY is an independent contractor, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other party, (ii) constitute the parties as partners, joint venturers, co-owners, agents, franchisee or franchisor or otherwise, or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. Neither party is an employee of the other, nor is either party entitled to employee benefits from the other party. All financial and other obligations associated with each party’s business are the sole responsibility of such party. Each party represents and warrants that it (i) will not make any representations, warranties or guarantees on behalf of the other party and (ii) will not disparage the other party in any manner or otherwise harm the other party’s business or reputation.

    7. Survival of Provisions. The provisions of this Agreement relating to Service Rates and Charges, Taxes, Fees and Surcharges, Confidential Information, Privacy and Security, Limitation of Liability, Ownership of Intellectual Property, Representations and Warranties, Indemnification, Term and Termination and General shall survive expiration and termination of this Agreement.

    8. Force Majeure. The parties hereto shall not be responsible for any failure or delay in the performance of any obligation hereunder if such failure results, directly or indirectly, from fire, explosion, strike, freight embargo, weather, act of God, war, civil disturbance, terrorism, act of government or any agency or official thereof, labor shortage, severe weather, failure of READYTALK, A PGI COMPANYs, manufacturers, suppliers or subcontractors or any other event beyond such party’s control.

    9. Section Headings. Section headings in this Agreement are for convenience only and shall not be considered in the interpretation of this Agreement.

    10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without giving effect to conflicts of law principles.

    11. Actions arising out of this Agreement; Venue. No action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two (2) years after the cause of action has arisen, or in the case of an action for non-payment, more than two (2) years from the date the last payment was due. The exclusive jurisdiction and venue for any claim or action arising out of or relating to this Agreement shall be in the state and federal courts located in Denver County, Colorado, and the parties hereby submit to the exclusive jurisdiction of such courts with respect to such claims. The parties agree to waive any objection they may now or in the future as to the venue set forth in this paragraph.

    12. Entire Agreement. This Agreement and any documents, exhibits and attachments referenced herein contain the entire agreement between the parties concerning the subject matter hereof, and any representations or agreements, oral or otherwise, not embodied herein are superseded by the terms hereof and shall be of no force or effect.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first set forth below.