Thank you for selecting LearnTO software (the "Software"). This license agreement (the "Agreement") is a legal agreement between you ("Licensee", "you", "your"), and ZR Solutions Inc. d/b/a Communispond ("Communispond," "we", "our" or "us"). You must agree to the terms of this Agreement before accessing or otherwise using the Software or any of the services that may be provided by Communispond under this Agreement ("Services"). To access and use the Software and Services, Licensee must have access to the Internet.

If you do not agree to the terms of the Agreement, you are not granted any rights whatsoever in the Software. If you are not willing to be bound by these terms and conditions, you should not access or otherwise use the Software or Services.

1.     LICENSE GRANT AND RESTRICTIONS.  Subject to the terms and conditions of this Agreement, including the payment of any applicable subscription or licensing fees, Communispond grants you a personal (for single-use licenses/subscriptions) or company-wide (for multiple-user licenses/subscriptions), limited, non-exclusive, non-transferable license to electronically access and use the Software solely to provide communications skills training.

In addition to the LearnTO software, the term "Software" includes any other programs, tools, internet-based services, components and any "updates" (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that Communispond provides or makes available to you. If you are a multiple-user licensee hosting LearnTO on a corporate LMS, you are entitled to download updates to the Software that Communispond generally makes available to other users of the Software. Certain Software may be accompanied by, and will be subject to, additional terms.

You are not licensed or permitted under this Agreement to do any of the following and shall not allow any third party to do any of the following: (i) access or attempt to access any other Communispond systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the material from the LearnTO site; (iii) permit any third party to benefit from the use or functionality of the Software or Services via a rental, lease, timesharing, service bureau, or other arrangement; iv) transfer any of the rights granted to you under this Agreement; (v) work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, or otherwise reverse engineer the Software except as otherwise permitted by applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Software or Services, prevent access to or the use of the Software or Services by Communispond's other licensees or customers, or impose an unreasonable or disproportionately large load on Communispond's infrastructure; or (vii) otherwise use the Software except as expressly allowed under this Section 1.

2.     RESERVATION OF RIGHTS AND OWNERSHIP.  The Software is licensed not sold, and Communispond reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret and other intellectual property laws. Communispond and its licensors and/or partners own the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of Communispond.

3.     REGISTRATION DATA.  You must register to use the Software and Services and (i) provide true, accurate, current and complete information as prompted by the sign-up process (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or Communispond has reasonable grounds to suspect is inaccurate, not current or incomplete, Communispond may, in its sole discretion, suspend or terminate your account and refuse any and all current or future access to and use of the Software or Services (or any portion thereof).

4.     LICENSEE INFORMATION AND ACCOUNT DATA.  You are solely responsible for (i) maintaining the confidentiality and security of your access number(s), password(s), security question(s) and answer(s), login information, and any other security or access information, used by you to access the Software, Services. You agree to immediately notify Communispond if Licensee becomes aware of any loss, theft or unauthorized use of any licensee information. Communispond reserves the right to deny you access to the Software or Services (or any part thereof) if Communispond reasonably believes that any loss, theft or unauthorized use of licensee information has occurred. You must inform Communispond of, and hereby grants to Communispond permission to use, licensee information to enable Communispond to provide the Services to you, including updating and maintaining account information, addressing errors or service interruptions, and to enhance the types of data and services Communispond may provide to you in the future.

5.     SOFTWARE USE, STORAGE AND ACCESS.  Communispond shall have the right, in its sole discretion and with reasonable notice posted on the LearnTO site and/or sent to your email address provided in the Registration Data, to revise, update, or otherwise modify the Services and establish or change limits concerning use of the Software and Services, temporarily or permanently, including but not limited to the number of times (and the maximum duration for which) you may access the Software in a given period of time. Communispond reserves the right to make any such changes effective immediately to maintain the security of the system or licensee information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the Software and Services to which such changes relate. Your continued use of the Software or Services will constitute Licensee's acceptance of and agreement to such changes. For details about our refund policy, please contact Communispond. Communispond may, from time to time, perform maintenance upon the Software or Services resulting in interrupted service, delays or errors in the Software or Services. Communispond will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.

6.     COMMUNISPOND SERVICES.  You may be made aware of or offered services, features, products, applications, online communities, offers and promotions provided by Communispond ("Communispond Services"). If you decide to use Communispond Services, you may be subject to additional terms and conditions governing these Communispond Services.

6.1 You may be offered new Communispond Services or Software that may be in beta and are not final. As a result, the Software and/or Communispond Service may contain errors, "bugs" and other problems which may result in the failure of such Software and/or Communispond Service. You agree that Communispond may contact you in order to assist you with the service and to obtain information needed to determine and fix any error.

7.     THIRD PARTY WEBSITES.  The Software may contain or reference links to websites operated by third parties ("Third Party Websites"). These links are provided as a convenience only. Such Third Party Websites are not under the control of Communispond. Communispond is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. Communispond does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Software or Services is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Communispond of any information contained in any Third Party Website. In no event will Communispond be responsible for the information contained in such Third Party Website or for your use of or inability to use such website. Access to any Third Party Website is at your own risk, and you acknowledge and understand that linked Third Party Websites may contain terms and privacy policies that are different from those of Communispond. Communispond is not responsible for such provisions, and expressly disclaims any liability for them.

8.     FEEDBACK.  Communispond may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its online products and services ("Feedback"). You agree that Communispond may, in its sole discretion, use the Feedback you provide to Communispond in any way, including in future modifications of the Software, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Communispond a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, modify, create derivative works from, distribute and display any information you provide to Communispond in the Feedback.

9.     CONDUCT.  You agree not to upload, post or otherwise transmit any content (including but not limited to text, links, communications, software, images, sounds, data or other information) that contains:

Inappropriate content such as: profanity, objectionable material of any kind, links to websites that contains information about illegal activity, information or software that contains a virus, Trojan horse, or other harmful or disruptive component.

Spam such as: commercial solicitations, chain letters, securities offerings, repetitive, pointless or irrelevant postings.
Attacks such as: "flaming" other participants in a manner that might incite or perpetuate a conflict or argument, creating usernames to attack other participants' identities, impersonating other individuals or falsely representing your identity or qualifications, postings that breach any users' privacy.


10.     PRIVACY.   You agree to be bound by the applicable Communispond privacy policies, as it may be amended from time to time in accordance with its terms.

11.     DISCLAIMER OF WARRANTIES.  THE SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMMUNISPOND, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE AND SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. COMMUNISPOND DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, IDENTITY THEFT, THREAT OF HACKERS, OTHER PROGRAM LIMITATIONS, OR THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS. COMMUNISPOND ATTEMPTS TO ENSURE THAT THE ACCOUNT DATA STORED ON COMMUNISPOND'S SERVERS IS SAFE AND SECURE BY EMPLOYING REASONABLE, INDUSTRY-RECOGNIZED SECURITY AND VIRUS SAFEGUARDS, AND CONDUCTING ROUTINE SYSTEM MAINTENANCE AND MONITORING. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SOFTWARE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

12.     LIMITATION OF LIABILITY AND DAMAGES.  THE ENTIRE CUMULATIVE LIABILITY OF COMMUNISPOND AND ITS SUPPLIERS FOR ALL MATTERS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE OR SERVICES, AS APPLICABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMMUNISPOND AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF COMMUNISPOND, ITS SUPPLIERS OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL COMMUNISPOND BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN ANY THIRD PARTY SERVICES, THIRD PARTY WEBSITES, OR FI SERVICES. IN NO EVENT DOES COMMUNISPOND ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE OR SERVICES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMMUNISPOND AND YOU. COMMUNISPOND WOULD NOT BE ABLE TO HAVE PROVIDED THE SOFTWARE OR THE SERVICES WITHOUT SUCH LIMITATIONS.

13.     CONSENT TO CONDUCT BUSINESS ELECTRONICALLY ("CONSENT").

(a)     Consent to Electronic Communications. Communispond may be required by law to send "Communications" to you that may pertain to the Software, the use of information you may submit to Communispond, and the services you choose. Additionally, certain of the Third Party Services you choose may require Communications with the third parties who administer these programs. You agree that Communispond, on behalf of itself, and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as www.communispond.com. You consent to receive these Communications electronically. The term "Communications" means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Software and the Online Services and Third Party Services.

(b)     Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Software for as long as you remain a subscriber to the Software.

(c)     Withdrawal of Consent. If you later decide that you do not want to receive future Communications electronically, write to us Communispond, 5 Lauras Lane, East Hampton, NY 11937 USA.  If you withdraw your consent to receive Communications electronically, we may terminate your use of the Software.

(d)     Changes to Your Email Address. You agree to notify us promptly of any change in your email address. You can do so by contacting us by telephone at +1 631 907-8010 or completing the “Contact US” form on the www.communispond.com website.

(e)     Printing. You may print any Electronic Communications by using the web browser's print function.

14.     LIMITATION ON TIME TO SUE.  Unless otherwise required by law, an action or proceeding by you to enforce an obligation, duty, or right arising under this End User License or by law with respect to the Software or Third Party Services must be commenced within one year after the cause of action accrues.

15.     U.S. GOVERNMENT.  The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the Communispond Software with only those rights set forth herein. ZR Solutions Inc. d/b/a Communispond, 5 Lauras Lane, East Hampton, New York 11937 USA.

16.     EXPORT RESTRICTIONS.  You acknowledge that this software may be subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII) and that, if so, you will comply with these regulations. You will not export or re-export this product, directly or indirectly, to: (1) any countries that are subject to US export restrictions; (2) any end user who has been prohibited from participating in US export transactions by any federal agency of the US government; or (3) any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that this product may include technical data subject to export and re-export restrictions imposed by US law.

17.     MISCELLANEOUS.  Except as expressly set forth in this Agreement, this Agreement is a complete statement of the agreement between you and Communispond and sets forth the entire liability of Communispond and its Suppliers and your exclusive remedy with respect to the Software and Services. The Suppliers, agents, employees, distributors, and dealers of Communispond are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Communispond. Any waiver of the terms herein by Communispond must be in a writing signed by an authorized officer of Communispond and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement will be governed by New York as applied to agreements entered into and to be performed entirely within New York, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Suffolk County, New York or federal court for the Southern District of New York. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to." This Agreement does not limit any rights that Communispond may have under trade secret, copyright, patent or other laws.

18.     AMENDMENT.  Communispond shall have the right, to change or add to the terms of its Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of Software and Services (including but not limited to Internet based services, pricing, technical support options, and other product-related policies) upon notice by any means Communispond determines in its discretion to be reasonable, including posting information concerning any such change, addition, deletion, discontinuance or conditions in Software or on any Communispond sponsored web site, including but not limited to www.cslearnto.com. Any use of the Software by Licensee after Communispond's publication of any such changes shall constitute your acceptance of this Agreement as modified.

19.     TERMINATION.  Your rights under this Agreement may be terminated or suspended by Communispond immediately and without notice if you fail to comply with any term or condition of this Agreement or you no longer consent to receive Electronic Communications in accordance with Section 14. Additionally, Communispond reserves the right (but has no obligation) to delete all Licensee information and Account Data stored on Communispond and/or it's partners servers if the subscription has been terminated or if you have not renewed a subscription for the Software. Upon termination you must immediately cease using the Software and Services. Any termination of this Agreement shall not affect Communispond's rights hereunder. Further, you agree that upon termination of the Agreement as provided in this Section 20. Communispond shall not be liable to you or any third party for any termination of your access to the Software or deletion of the Licensee information and Account Data. You agree to defend, indemnify and hold Communispond harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your authorized users' violation of this Agreement, state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right or invasion of any privacy rights. This obligation will survive the termination of the Agreement.

20.     SUPPLEMENTAL TERMS FOR ADD-ON PRODUCTS AND SERVICES.  The terms of the Agreement, in addition to the supplemental terms identified below, apply to the applicable add-on product or service that may be made available by Communispond to you.