Instant Conferencing Terms and Conditions

This Agreement is between Crosby Telecommunications Limited ("Crosby") and you ("you" or "Customer"), as a user of Crosby's Instant Conferencing (the "Service"), and governs the terms and conditions of your use of the Service. This Agreement, together with any operating rules, policies, price schedules, including the Terms and Conditions of Use for the Crosby Website, or other supplemental documents expressly incorporated herein by reference and published from time to time by Crosby (collectively, the "Agreement"), constitutes the entire agreement between Crosby and you regarding the Service, and supersedes all prior agreements between the parties regarding the subject matter of this Agreement. By using the Service, you confirm your acceptance of, and agree to be bound by, this Agreement.

1. Instant Conferencing

Crosby offers the Instant Conferencing Service its website www.instantconferencing.co.uk (together with other services owned and operated by Crosby, the "Instant Conferencing Website" or the "Site"). The Instant Conferencing Product enables no-hassle, audio conference calling for individual and corporate users. Use of the Service is governed by this Agreement, the Crosby Privacy Policy and the general Terms and Conditions of Use for the Crosby Website .

2. Customer Responsibilities.

A. You are fully responsible for the contents of your transmissions through the Service. Crosby merely acts as a passive conduit for you to use the Service and conduct or participate in conference calls. Your use of the Service is subject to all applicable local, state, national and international laws and regulations. Crosby reserves the right to take any action necessary or appropriate in its sole discretion if it believes your use of the Service may create liability for Crosby, compromise or disrupt the Service, or jeopardize Crosby's relationships with third party providers or suppliers. You agree: (i) to comply with all applicable local and foreign laws relating to the Service; (ii) not to use the Service for illegal purposes; (iii) not to interfere or disrupt networks connected to the Service; (iv) to comply with all regulations, policies and procedures of networks connected to the Service; (v) not to use the Service to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (vi) not to use the Service to transmit any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature; (vii) not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Further, you shall not interfere with another Customer's use and enjoyment of the Service or another entity's use and enjoyment of a similar service.

B. You must (i) obtain and pay for all equipment and third-party services (e.g., Telephone connection, internet access ) required for you to access and use the Service; and (ii) maintain the security of all confidential information relating to your account with Crosby.

C. You shall be responsible for all charges resulting from your use of your use of the Service. In the event of any unauthorized use of your account or unauthorized charges, you must notify Crosby and you will be responsible for such unauthorized use or charges until you notify Crosby. You must also adopt any steps necessary to prevent its further unauthorized use of your account or unauthorized charges.

PLEASED BE ADVISED:

(i) You expressly agree that all telephone charges for the Service or any other Crosby Service are final and non-refundable. You are responsible for all charges resulting from your use of the Service or any other Crosby Service. Once you sign up for the Service or any other Crosby Service and provide a form of payment, Crosby will not provide you a refund for any charge made on your credit card, debit card or any payments.

(ii) If you believe that you have been improperly charged for the Service (or any Crosby Service), you must notify Crosby within 5 days of any telephone statement, provide Crosby any information necessary to review the claim, and Crosby will attempt to resolve the claim in a timely manner.

3. Termination.

Either you or Crosby may terminate your account or use of the Service at any time, with or without cause, upon notice. In the event you choose to terminate your account, you shall remain responsible for charges or fees incurred by use of the Service prior to such termination, and you shall not have a right to a refund of any prepaid fees, services fees or other charges. Crosby reserves the right to terminate or suspend your account without prior notice, provided that Crosby will attempt to confirm such termination or suspension by subsequent notice.

4. Customer Representations.

You represent and warrant that you are at least 18 years of age or, as applicable, the age of majority in the country in which you reside, and that you possess the legal right and ability to enter into this Agreement. You agree to be financially responsible for your use of the Service (as well as for use of your account by others, including minors living with you) and to comply with your responsibilities and obligations as stated in this Agreement.

5. Modifications to Customer Agreement.

Crosby may automatically amend this Agreement (including the Privacy Policy and the Terms and Conditions of the Site) at any time by (a) posting a revised Agreement on the Site, and/or (b) sending information regarding the amendment to the email address you provide to Crosby. You are responsible for regularly reviewing the Site to obtain notice of any amendments, and you shall be deemed to have accepted such amendments by continuing to use the Service after such amendments have been posted or information regarding such amendments has been sent to you.

6. Modifications to Services.

Crosby reserves the right to modify or discontinue any of the Service with or without notice to you. Crosby shall not be liable to you or any third party should Crosby exercise its right to modify or discontinue the Service.

7. Disclaimer of Warranties and Limitation of Liability.

Crosby AND ALL SOFTWARE PROVIDED BY Crosby IN CONNECTION WITH THE SERVICE AND ANY OF THE OTHER Crosby SERVICES ("Crosby SOFTWARE") ARE PROVIDED "AS IS," AND NEITHER Crosby NOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES TO YOU REGARDING THE USABILITY, CONDITION OR OPERATION THEREOF. Crosby DOES NOT WARRANT THAT ACCESS TO OR USE OF THE Crosby SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT Crosby SOFTWARE OR SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. Crosby AND EACH OF ITS LICENSORS AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY.

YOUR USE OF THE SERVICE AND ALL Crosby SOFTWARE AND SERVICES IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES OR OTHER MATERIAL (INCLUDING Crosby SOFTWARE) OBTAINED EITHER DIRECTLY OR INDIRECTLY FROM Crosby. YOU AGREE THAT NEITHER Crosby NOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS WILL BE LIABLE FOR DAMAGES (INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES) ARISING OUT OF YOUR USE OF OR INABILITY TO USE Crosby OR ANY Crosby SOFTWARE OR SERVICES, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF Crosby OR ANY SUCH LICENSOR OR SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE ENTIRE LIABILITY OF Crosby AND ITS LICENSORS AND SERVICE PROVIDERS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THE SERVICE AND SOFTWARE OR ANY BREACH OF THIS AGREEMENT ARE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR ACCESS TO AND USE OF THE SERVICE IN THE AVERAGE ONE MONTH PERIOD. YOU HEREBY RELEASE Crosby AND EACH OF ITS LICENSORS AND SERVICE PROVIDERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED OR MODIFIED OR LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU.

NEITHER Crosby NOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS SHALL BE HELD RESPONSIBLE IN ANY WAY OR BY ANY MEANS, EITHER DIRECTLY OR INDIRECTLY, FOR ANY Telecommunications DIFFICULTIES OUTSIDE OF Crosby'S OR ANY SUCH LICENSOR'S OR SERVICE PROVIDER'S CONTROL WHICH COULD LEAD TO THE INTERRUPTION OF DATA DELIVERY TO THE CUSTOMER OR TO CUSTOMER'S EMAIL ADDRESS, PAGER, TELEPHONE OR ANY OTHER RECEIVING DEVICES OR THIRD-PARTY DATA STORAGE AND/OR DELIVERY SERVICES.

YOU WILL NOT RELY ON ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, MADE BY ANY PERSON OTHER THAN AN AUTHORIZED OFFICER OF Crosby, IN EVALUATING THE Crosby SERVICES AND/OR PRODUCTS OF Crosby.

THE API AND TERMS OF USE MAY BE CHANGED AT ANY TIME AND WITHOUT PRIOR NOTICE.

8. Ownership; No Resale.

All programs, services, designs, software, technologies, trademarks, trade names, inventions and materials comprising the Service are owned by Crosby and/or its licensors and service providers except where expressly stated otherwise. Your right to use the Services is personal to you, and you are prohibited from reselling the use of the Services.

9. Indemnification.

You agree to indemnify Crosby and each of its licensors and service providers from and against any and all liabilities, expenses (including attorneys' fees) and damages arising out of claims based upon your use of the Service, including any violation of this Agreement by you or any other person using your account, any claim of libel, defamation, violation of rights of privacy or publicity, any loss of service by other customers, any infringement of intellectual property or other rights of any third parties, and any violation of any laws or regulations prohibiting transmission of unsolicited faxes.

10. Governing Law; Arbitration.

The laws of the United Kingston shall govern all matters relating to this Agreement and use of the Site, the Service (and the other Crosby Services). The United Nations Convention on contracts for the international sale of goods is expressly disclaimed. Any controversy or dispute arising out of this Agreement, the interpretation of any provision hereof, or the action or inaction of any party hereto shall be submitted to arbitration in Hong Kong, SAR, in accordance with the International Arbitration Rules of the American Arbitration Association (the "AAA International Rules") then in effect, conducted by one arbitrator either mutually agreed upon by the parties to this Agreement or chosen in accordance with the AAA International Rules. Each party shall have no longer than three (3) days to present its position. Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is resolved. Either party also may, without waiving any remedy under this Agreement, seek any interim or provisional relief that is necessary to protect the rights or property of that party pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the controversy) and for the purposes of seeking such interim relief User shall consent to the exclusive jurisdiction of the courts of Hong Kong, SAR. The successful party to the arbitration or any litigation relating to this Agreement or the Services shall be entitled to an award for reasonable costs and attorney's fees, as determined by the arbitrators. Any award or decision obtained from any such arbitration proceeding shall be final and binding on the parties, and judgment upon any award thus obtained may be entered in any court having jurisdiction thereof. The parties agree that the arbitrator shall have the power to award damages and injunctive relief.

11. Miscellaneous.

If any provision of this Agreement is invalid or unenforceable under applicable law, such provision will be deemed modified to the extent necessary to render such provision valid and enforceable and the other provisions of this Agreement will remain in full force and effect. The failure of Crosby to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement may not be amended except as provided in Section 3. You may not assign or transfer this Agreement or any rights hereunder, and any attempt to the contrary is void.