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Reference Provider’s Terms and Conditions

These Reference Terms and Conditions (“T&Cs”) apply to all uses of the Crosschq Solution (as defined below) by You. By agreeing to provide a Reference and clicking the “I AGREE”  button, You agree to all the terms and conditions contained in these T&Cs.

Please read these T&Cs carefully as they govern Your access to, and use of, the Crosschq Solution; provided however, that we may modify or change these T&Cs and/or the Crosschq Solution from time to time at Our sole discretion. Your continued use of the Crosschq Solution will be deemed acceptance by You of any such modification of, or change to, the T&Cs and/or Crosschq Solution that We make. If you do not agree to any of the terms or conditions contained in these T&Cs, please do not click “I AGREE” below and do not use the Crosschq Service.

Article I – Definitions

In addition to all other terms defined elsewhere in these T&Cs, the following terms shall have the following meanings:

“Applicable Law” means all local, state, national and international laws, statutes, rules, regulations or common law applicable to You and Us in connection with these T&Cs and Your use of the Crosschq Solution.

“Business Day” means any day other than a Saturday, a Sunday or a legal holiday on which national banks are not open for general business in the State of California.

“Candidate” means an individual who is applying for an employment or consulting position with an Organization and to whom an Organization has sent a Request to establish a Candidate Account.

“Candidate Data” means: (a) summaries of Candidate Reviews; (b) the substance of Candidate Reviews; and (c) Our Analyses.

“Change of Control” means, with respect to a Party, the occurrence of any of the following events: (a) any consolidation or merger of such Party with or into any other entity in which the holders of such Party’s outstanding voting equity immediately before such consolidation or merger do not, immediately after such consolidation or merger, retain equity in the surviving entity representing a majority of the voting power of the surviving entity or equity representing a majority of the voting power of an entity that wholly owns, directly or indirectly, the surviving entity; (b) the sale, transfer or assignment of securities of such Party representing a majority of the voting power of the Party’s outstanding voting securities to an acquiring Person or group of Persons; or (c) the sale of all or substantially all of such Party’s assets.

“Content” means all information, data, documents, prompts, music, sound, photographs, graphics, video, messages, goods, products, services or other materials, including, but not limited to, Requests.

“Crosschq Solution” means the Crosschq SaaS service by which: (a) Organizations establish Organization Accounts; (b) Organizations can send Requests to Candidates; (c) Candidates establish Candidate Accounts and can invite References to submit Reviews on behalf of such Candidates; (d) References can submit Reviews of Candidates; and (e) We provide Organizations Candidate Data.

“Intellectual Property Rights” means all right, title and interest to a Person’s: (a) patents, patent applications, patent disclosures and all related continuations, continuations-in-part, divisionals, reissues, reexaminations, utility models, certificates of invention and design patents, registrations and applications for registrations; (b) trademarks, service marks, trade dress (including the look and feel of Our App), internet domain names, logos, trade names and corporate names and registrations and applications for registration thereof; (c) copyrights and registrations and applications for registration thereof; (d) computer software, data and documentation; (e) inventions, trade secrets and confidential business information, whether patentable or nonpatentable and whether or not reduced to practice, know-how, processes and techniques, formulae, algorithms, research and development information, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and strategies and customer and supplier lists and information; (f) other proprietary rights relating to any of the foregoing (including remedies against infringements thereof and rights of protection of interest therein under the laws of all jurisdictions); and (g) copies and tangible embodiments thereof.

“Organization” means a customer of Ours who has established an Organization Account so that: (a) it can send Requests to one or more Candidates to establish Candidate Accounts; and (b) We can provide Candidate Data to such Organization.

“Our Analyses” means analyses of the Candidates that We develop and provide to Organizations.

“Our Hardware” means any computer hardware owned or leased by Us and that is utilized in connection with the Crosschq Solution.

“Our Software” means any computer software owned or licensed by Us and that is utilized in connection with the Crosschq Solution.

“Parties” means You and Us.

“Person” means any individual or entity.

“Reference” means an individual who has been sent an invitation by a Candidate to provide a Review of such Candidate. You are a Reference.

“Representatives” means a Person’s Affiliates, directors, officers, managers, employees, agents and other representatives.

“Request” means an e-mail and/or SMS request sent by an Organization Team Member to a Candidate requesting that such Candidate: (a) establish a Candidate Account in the Candidate App; (b) perform a self-evaluation; and (c) invite References of such Candidate to provide Reviews of such Candidate.

“Survey” means an evaluation of a Candidate submitted by a Reference to Us.

“Taxes and Charges” means all sales, use, value-added and other taxes (other than taxes based on Our income), and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, fees, duties, and charges and any related penalties and interest, arising from Your use of, and access to, the Crosschq Solution.

“Us”, “We”, “Our” or the “Company” means Crosschq, Inc.

“You” or “Your” means the Reference that has agreed to submit a Review.

“Your Device” means any computer or mobile device on which you access Our Survey.

Article II –Your Use of the Crosschq Solution

2.1 General. To use the Crosschq Solution, You must be designated as a Reference by a Candidate, and will be asked by Crosschq (on behalf of the Candidate) via email and/or SMS to complete Our Survey.  While completing Our Survey, You agree to provide honest and accurate information on the Candidate. Once you have complete Our Survey, you will submit the information You provided to Crosschq.

2.2 Acknowledgements. In connection with Your use of the Crosschq Solution, You acknowledge and agree that:

(a) We shall have no liability with respect to the operation (or non-operation) of Your Devices;
(b) We shall have no liability in connection with any Content that You provide as a Reference while filling out Our Survey;
(c) You may notify a Candidate that you chose not to be a Reference, and provide reasoning as to why You have chosen to decline ;
(d) A Candidate may report to Us that they believe a mistake is present in the information You provided as a Reference. If they do so, we will take steps to investigate such report and may contact You during this investigation.

2.3 Restrictions. You agree that neither you nor any of Your Representatives will do any of the following:

(a) Interfere with or disrupt the operation of the Crosschq Solution (or any component thereof, including, but not limited to, the computer networks connected to or comprising the Crosschq Solution;
(b) Reproduce, duplicate, copy, sell, resell, license, distribute or otherwise transfer any portion of the Crosschq Solution (or any component thereof);
(c) Attempt to disable or circumvent any security or access control mechanism used by, or associated with, the Crosschq Solution;
(d) Attempt to gain unauthorized access to any portion of the Crosschq Solution, or use the Crosschq Solution (or any component thereof) for any unauthorized or unintended purpose;
(e) Harvest or otherwise collect information about Our other Organizations who use the Crosschq Solution or their Candidates;
(f) Modify or enhance any component of the Crosschq Solution without our express prior written consent;
(g) Use any component of the Crosschq Solution in a manner that introduces any virus, corrupted data or other harmful, disruptive or destructive code or files to, or otherwise interferes with, disrupts, overloads or burdens any portion of the Crosschq Solution (including, but not limited to, Our Hardware and/or networks or those of Our service providers).
(h) Post, transmit or otherwise make available on the Crosschq Solution (or any component thereof) any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, adult-oriented, or racially, ethnically or otherwise objectionable;
(i) Represent to any Person that We are responsible for making any hiring or other employment or consulting decisions on behalf of Your Organization;
(j) Impersonate any Person, including, but not limited to, a fake or imposter Reference, or one of Our Representatives;
(k) Post, transmit or otherwise make available on the Crosschq Solution (or any component thereof) any Content that You do not have a right to post, transmit or otherwise make available (including, but not limited to, proprietary and confidential information of third Persons);
(l) Post, transmit or otherwise make available on the Crosschq Solution (or any component thereof) any Content that infringes any Intellectual Property Rights of any Person;
(m) Intentionally or unintentionally violate any Applicable Law relating to Your use of the Crosschq Solution (or any component thereof);

Article V – Our Obligations; Upgrades/Maintenance

3.1. Our Obligations.

(a) We agree that we will provide You with use of, and access to, the Crosschq Solution in accordance with the terms of these T&Cs and Our privacy policy (which you can review at http://crosschq.wpengine.com (the “Privacy Policy”).
(b)If You have any questions, comments and/or complaints about the Crosschq Solution during the Term, please contact Us at info@Crosschq.com.

3.2 Upgrades and Maintenance. You acknowledge that: (a) We may, but are not obligated to, modify, update and/or make upgrades to the Crosschq Solution (or any component thereof); (b) when and if We modify, update and/or make upgrades and/or perform maintenance, this may mean that the Crosschq Solution may be unavailable for a period of time; and (c) in no event will We be liable to You, any of Your Affiliates or any third Person for any unavailability of any component of the Crosschq Solution caused by modifications of, updates and/or upgrades to and/or maintenance performed on any component of the Crosschq Solution.

Article IV – Additional Representations and Warranties

4.1 Power and Authority. You represent and warrant to Us that: (a) the agreements set forth in these T&C (including the “clicking” of the “I AGREE” button at the end of these T&Cs) have been duly authorized by all necessary corporate, limited liability company or other entity (as applicable) action required on the part of You; and (b) these T&Cs constitute Your valid and binding obligations enforceable in accordance with their terms.

Article V – Ownership of Data; Licenses;

5.1 Ownership of Data. You acknowledge and agree that: (a) all Data provided by You when completing Our Survey is owned by the Candidate who designated you as a Reference; (b) We own Our Analyses; and (c) You have no ownership interest in any such Candidate Data.

Article VI – Intellectual Property

6.1 Our Ownership Generally. You understand and agree that the Crosschq Solution and all of its components, and all other information, techniques, methodologies and materials provided by Us to You in connection with performing Our obligations under these T&Cs, including, but not limited to, all of Our Intellectual Property Rights and all modifications to, improvements of or derivatives thereof and all rights of ownership therein (collectively, “Our Property Rights”) are Our sole and exclusive property and shall remain vested in Us. You hereby assign any right, title and interest You may have to any of Our Property Rights (either on the date you click “I AGREE” on these T&Cs (the “Effective Date”) or after the Effective Date) to Us. You do not claim and agree to not: (a) assert or challenge, on Your behalf or on behalf of any third Person, or assist any third Person in asserting or challenging, Our ownership, now or in the future, with regard to any right, title or interest in or to any of Our Property Rights and/or the validity of Our Property Rights; or (b) sell, assign, attempt to assign or sublicense to any third Person any of Our Property Rights. Any Documentation that is copyrightable material and that may arise out of the provision of the Crosschq Solution to You shall be Our sole and exclusive property and to the extent that such copyrightable material is not deemed to be authored Us it shall be deemed a work for hire authored by You for Us under Applicable Law and if it shall not be deemed to be a work for hire then by operation of these T&Cs all right, title and interest to such copyrightable material is hereby assigned by You to Us.

6.2 Further Assurances. You agree that upon Our written request and without further consideration, You shall execute and deliver such further instruments of transfer and assignment and take such other action as We may reasonably require to more effectively transfer, assign, and/or vest in, Us Our Property Rights.

6.3 Reverse Engineering/Distribution. You agree that You shall not, and shall not allow Your Representatives to, decompile, reverse assemble or reverse engineer, or prepare any derivative works or translations of, any component of the Crosschq Solution, including, but not limited to, the Organization App, Your Organization Account, Our Software, Our Property Rights or any of the underlying code thereof or any part thereof.

6.4 Know-How. Notwithstanding anything in these T&Cs to the contrary, You acknowledge and agree that: (a) We are in the business of providing product and services based, in part, on the knowledge, experience and know-how We gain in providing products and services to customers; and (b) nothing shall be deemed to prohibit Us and/or Our Representatives from using any general knowledge, ideas, concepts, processes, experience and know-how developed or created in the course of providing the Crosschq Solution to You and retained by Our Representatives (collectively, “Know-How”) in connection with: (i) the provision of products and services to other Persons; and/or (ii) the development of Our future Intellectual Property Rights, products and services (whether in connection with internal purposes and/or for future third Person engagements), and You shall have no ownership rights in such Know-How or in any Intellectual Property Rights created or derived from such Know-How.

6.5 Feedback. You agree that: (a) We shall be the exclusive owner of any feedback that You may provide to Us in respect of the Crosschq Solution and/or Our business (the “Feedback“); and (b) Your provision of Feedback to Us does not give You any Intellectual Property Right or any other right, title, or interest in or to any software, hardware, inventions, or other assets created by Us, even if such Feedback leads Us to create software, hardware, an invention, or other asset.

Article X – Indemnification; Limitation of Liability

7.1 Indemnification by Us. We agree to defend, indemnify and hold You harmless from any and all claims, losses, damages, liabilities or expenses (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) incurred by You and arising out of or in connection with a law suit or other legal proceeding brought or instituted by a third Person (each a “Third Person Claim”) alleging that the Crosschq Solution or any of its components constitutes an unauthorized use or infringement of any third Person’s Intellectual Property Right.

7.2 Indemnification by You. You shall defend, indemnify and hold harmless Us and Our present and former Affiliates, equity owners, Representatives, insurers, successors and assigns (collectively, “Our Indemnified Persons”) from and against any Losses (collectively, “Our Indemnified Claims“) resulting from or arising out of: (a) the negligent or intentional misuse of the Crosschq Solution or any of its components by You or Your Representatives; (b) Your or any Your Representatives’ noncompliance or alleged noncompliance with Applicable Law; (c) You or Your Representatives’ breach of any provision of these T&Cs (including any of Your representations, warranties and/or covenants); and/or (d) violation of any provision of any agreement or contract, whether written or oral, between You and any third Person.

7.3 Specific Limitations on Indemnification. You shall not be liable for any Losses of Our Indemnified Persons under this Article X to the extent that such Losses are found in a final and binding arbitration award or a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of any of Our Indemnified Persons. We shall not be liable for any of Your Losses under this Article X to the extent that such Losses are found in a final and binding arbitration award or a final non-appealable judgment by a court of competent jurisdiction to have resulted from: (a) the gross negligence or willful misconduct of You or any of Your Representatives; (b) Your or any Your Representatives’ noncompliance or alleged noncompliance with Applicable Law; (c) the use by You or any of Your Representatives of the Crosschq Solution or any component thereof, in breach of these T&Cs; and/or (d) the combination of the Crosschq Solution or any component thereof with, or the installation of the Crosschq Solution or any component thereof with, operating systems, software, hardware or other equipment that do not constitute Our Software (other than Your Devices).

7.4 Limitation of Liability.

(a) YOU ACKNOWLEDGE THAT IT IS TECHNICALLY IMPRACTICABLE FOR US TO PROVIDE THE CROSSCHQ SOLUTION FREE OF FAULTS, AND WE DO NOT UNDERTAKE TO DO SO. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT: (I) WE ARE PROVIDING THE CROSSCHQ SOLUTION TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS; (II) EXCEPT AS SET FORTH IN SECTION 10.1, WE ARE PROVIDING NO WARRANTIES, EXPRESS OR IMPLIED, TO YOU WHATSOEVER CONCERNING THE CROSSCHQ SOLUTION OR ANY OF ITS COMPONENTS UNDER THE PROVISIONS OF THESE T&Cs OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (III) IN NO EVENT SHALL WE OR OUR PRESENT AND FORMER PARENTS, SUBSIDIARIES, AFFILIATES, EQUITYHOLDERS, REPRESENTATIVES, INSURERS, SUPPLIERS, DISTRIBUTORS OR LICENSORS BE LIABLE FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROPERTY OR EQUIPMENT, LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF DATA, BUSINESS INTERRUPTION, DAMAGE TO BUSINESS REPUTATION, OR LOSS OF USE) ARISING: (W) OUT OF THE PAST, PRESENT OR FUTURE RELATIONSHIP BETWEEN YOU AND US UNDER THESE T&Cs; (X) OUT OF ANY CLAIMS YOU HAD, HAVE, OR MAY HAVE, KNOWN OR UNKNOWN, AGAINST US WHETHER GROUNDED IN TORT OR CONTRACT; (Y) OUT OF THE CREATION, LICENSE, USE, SALE OR SUPPLYING OF THE CROSSCHQ SOLUTION TO YOU; OR (Z) OTHERWISE; EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (IV) WE SHALL HAVE NO LIABILITY FOR THE BREACH OF OUR SECURITY MEASURES, THE SECURITY OF THE CROSSCHQ SOLUTION OR THE SECURITY OF ANY ACCOUNT STORAGE PROVIDER.
(b) EXCEPT AS PROVIDED IN SECTION 10.1, TO THE MAXIMUM EXTENT PROVIDED BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF US AND OUR PRESENT AND FORMER PARENTS, SUBSIDIARIES, AFFILIATES, MANAGERS, DIRECTORS, OFFICERS, EQUITYHOLDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, INSURERS, SUPPLIERS, DISTRIBUTORS AND LICENSORS ARISING OUT OF THESE T&Cs, INCLUDING, BUT NOT LIMITED TO, THE CREATION, LICENSE, SALE, SUPPLY OR USE OF THE CROSSCHQ SOLUTION, WHETHER BASED UPON CONTRACT, TORT, TRADE PRACTICES OR OTHERWISE, SHALL NOT EXCEED: (i) THE ACTUAL PAYMENTS RECEIVED BY US FROM YOU DURING THE 180 CALENDAR DAYS PRECEDING THE DATE ON WHICH THE OCCURRENCE GIVING RISE TO THE CLAIM IN QUESTION OCCURRED; LESS (ii) OUR ACTUAL COSTS TO PROVIDE THE CROSSCHQ SOLUTION TO YOU UNDER THESE T&CS DURING THE SAME 180 CALENDAR DAY PERIOD.
(c) You acknowledge and agree that: (i) the provision of the Crosschq Solution is subject to many factors both within and outside Our control; (ii) services such as the Crosschq Solution are subject to outages and/or interruptions (on a long term or short term basis), including, but not limited to, internet, power, utility and mobile network outages and interruptions; and (iii) We only offer the use of the Crosschq Solution when available. In light of the above, You acknowledge and agree that We shall not be liable to You, any of Your Affiliates or any third Person relating to any of the foregoing in any manner whatsoever.(d) The limitations on liability and exclusion of certain damages contained in this Article X shall apply regardless of the availability, success or effectiveness of other remedies. We and You understand and agree that the limitations of liability contained in these T&Cs are reflected in the Fees.(e) You hereby covenant and agree that You shall not bring any suit, action, proceeding or alternative dispute resolution claim against Us or Our present and former parents, subsidiaries, equity owners, Representatives, insurers or Affiliates, for any reason whatsoever more than one (1) year after the related cause of action has accrued.

Article VII – Miscellaneous

8.1 Publicity. You agree to not use Our name, logo or other trademarks, directly or indirectly, in any form of publicity, advertising or written reference without Our prior written consent.

8.2 Force Majeure. You agree that We will not be liable for any failures or delays resulting from circumstances or causes beyond Our reasonable control, including, without limitation, fire or other casualty, act of God, war or other violence, or any law, order or requirement of any governmental agency or authority.

8.3 Entire Agreement/Amendment. These T&Cs constitute the entire agreement between Us and You and supersedes all prior or contemporaneous, oral or written, representations, understandings or agreements relating to the subject matter hereof. These T&Cs, or any portion thereof, may be amended, modified or changed by Us from time to time without Your consent and Your continued use of the Crosschq Solution will be deemed acceptance by You of any such amendment to, modification of, or change to, the T&Cs that We make.

8.4 Governing Law;. These T&Cs shall be governed by and construed in accordance with the internal laws of the State of California (without reference to the conflicts of law provisions thereof that would require the application of the law of any other jurisdiction).

8.5. Arbitration; Representative Action Waiver.

(a) You agree that to the fullest extent permitted by Applicable Law, You will resolve any and all disputes You have with Us that arise out of, or in any way relate to, these T&Cs and/or the commercial relationship between You and Us through bi-lateral, binding arbitration as Your the sole and exclusive remedy. The disputes subject to this Section 8.5 include, but are not limited to, disputes relating to: (i) indemnification, background screening and/or criminal history or credit reporting conducted by Us regarding any Candidate, breach of contract or tort claims of any kind, and claims for violation of any Applicable Law (including, without limitation, the federal Fair Credit Reporting Act and any state laws addressing negligence, defamation, invasion of privacy, or consumer or criminal history reporting); and (ii) claims against any of Our Representatives or Affiliates, insurers, successors or assigns that arise out of, or relate to, the commercial relationship between the Parties. You waive Your constitutional right to have any such dispute decided in a court of law and before a jury, and instead, agree to binding arbitration pursuant to the procedures referenced in this Section 8.5. These T&Cs are governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., and evidences a transaction in commerce. The Parties acknowledge that Your agreement to arbitrate constitutes good and valuable consideration for Our covenants in these T&Cs.
(b) Arbitration under this Section 8.5 shall be conducted pursuant to the American Arbitration Association’s Consumer Arbitration Rules before a single arbitrator licensed to practice law in the state in which We have Our principal place of business and who is familiar with credit reporting law (if such expertise is applicable to the dispute). The Parties shall each pay 50% of all costs uniquely attributable to arbitration, including the costs of the arbitrator. Each Party shall pay its own costs and attorneys’ fees, if any, unless the arbitrator rules otherwise based on a statute that affords the prevailing party attorneys’ fees and costs, in which case the arbitrator shall apply the same standards a court would apply to such an award. No Party shall be required to pay any fee or cost that such Party would not be required to pay in a state or federal court action. The Parties agree that the decision of the arbitrator shall be final and binding and not subject to appeal, reconsideration or further review, except as specifically provided by 9 U.S.C. §§ 10 or 11. An award in one arbitration proceeding shall not be precedential or binding in any way in a subsequent proceeding, unless the subsequent proceeding concerns identical Parties and issues to the prior proceeding. The Parties are entitled to representation by an attorney or other representative of their choosing in any arbitration. The arbitrator shall issue a written award stating the essential findings and conclusions on which such award is based. The Parties agree to abide by and perform any valid award rendered by the arbitrator, and judgment on the award may be entered in any court having jurisdiction thereof.
(c) To the maximum extent permitted by law, You agree not to bring, and waive, any right to bring a claim on behalf of Persons other than Yourself, or to otherwise participate with other Persons in, any class, collective, or representative action. The arbitrator may not certify or otherwise preside over any form of a class, collective, or representative proceeding, nor may the arbitrator consolidate the claims of multiple Persons into one proceeding. You also agree not to assert claims against Us or Our Representatives, Affiliates, insurers, successors or assigns in the same proceeding as any other Person, whether by joinder or otherwise, and that any proceeding brought on behalf of multiple claimants or plaintiffs shall be severed into individual proceedings. You further agree to affirmatively “opt out” and to take all other reasonable measures to exclude Yourself from any representative proceeding in which You may be invited to join or otherwise permitted to participate. The Parties intend that claims brought under the California Private Attorneys General Act (“PAGA”) are fully subject to this Section 8.5. In the event that a court determines or the Parties stipulate that the right to bring a PAGA claim on a representative basis cannot legally be waived, PAGA claims may be asserted in a court of competent jurisdiction to hear them and shall be severed from any other claims that You assert, which shall remain subject to arbitration pursuant to this Section 8.5.
(d) To the extent that You bring both claims that are arbitrable under these T&Cs and claims deemed by a court of law or by stipulation not to be arbitrable in accordance with this Section 8.5, the claims deemed arbitrable shall be adjudicated first in priority, with any claims that must be litigated in a court of law subject to a stay, administrative closure, or dismissal without prejudice, pending the resolution of the arbitrable claims. Any disputes regarding the validity of this Section 8.5, including its application to PAGA claims, shall be resolved only by a court of law and not by the arbitrator.

8.6 Waiver. No waiver of any obligation under these T&Cs shall be valid unless in writing and signed by a duly authorized Representative of You and Us. No delay or omission by either Us or You in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either Us or You of any of the obligations to be performed by the other Party or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other obligation.

8.7 Successors and Assigns. These T&Cs shall be binding upon and inure solely to the benefit of Us and You and both of our respective permitted successors and assigns, and nothing in these T&Cs shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever as a third-party beneficiary under or by reason of these T&Cs, except for those third Persons mentioned in Sections above.

8.8 Assignment. You may not assign or transfer these T&Cs or any of Your rights or obligations under these T&Cs to any third Person without Our prior written consent; provided however, that You may assign or transfer these T&Cs or any of Your rights or obligations under these T&Cs to any third Person without Our prior written consent in the context of a Change of Control of You. Any attempt by You to assign or transfer these T&Cs or such rights or obligations in violation of this Section 8.8 shall be void and of no force and effect. We may freely assign or transfer these T&Cs or any of Our rights or obligations under these T&Cs to any third Person without Your prior written consent.

8.9 Notices. Whenever under these T&Cs We or You are required or permitted to give notice to the other, such notice shall be given in writing and shall be deemed to be given: (a) one Business Day after deposited with a nationally recognized overnight delivery service so long is such notice is prepaid for overnight delivery to the other Party; (b) one Business Day after sending if sent by e-mail; or (c) the day of delivery if personally delivered with written evidence of such delivery, and, in any case, addressed to: (i) in the case of notice to Us, to Crosschq, Inc., info@crosschq.com, with a copy to Seyfarth Shaw LLP, 233 South Wacker Drive, Suite 8000, Chicago, IL 60606-6448, Attn: Pamela Devata, Esquire; pdevata@seyfarth.com; and (ii) in the case of notice to You, to the Your contact information as set forth in Your Organization Account. Either You or We may change our respective addresses for notification purposes from time to time by giving the other Party prior written notice in accordance with this Section 8.9 of the new address and the date upon which it will become effective.

8.10 Conflicting Terms. The Parties understand and agree that: (a) the provisions of these T&Cs will supersede any inconsistent provisions contained in any invoice, purchase order, quotation, confirmation, acceptance, acknowledgement or similar form; (b) all terms or conditions proposed in any invoice, purchase order, quotation, confirmation, acceptance, acknowledgment or similar form which add to, vary from, or conflict with the provisions in these T&Cs will be void; and (c) any pre-printed terms in an invoice, purchase order, quotation, confirmation, acceptance, acknowledgement or similar form will also be void.

8.11 Severability. If any provision of these T&Cs is held to be illegal, invalid or unenforceable under present or future Applicable Law while these T&Cs or any provision of these T&Cs remains in effect: (a) the legality, validity and enforceability of the remaining provisions of these T&Cs will not be affected thereby so long as the economic or legal substance of the transactions contemplated by these T&Cs are not affected in any manner materially adverse to either Party; and (b) You and We agree that the body making the determination of illegality, invalidity or unenforceability shall have the power to reduce the scope, duration and/or area of the provision, to delete specific words or phrases and to replace any illegal, invalid or unenforceable provision with a provision that is legal, valid and enforceable and that comes closest to expressing the intention of the illegal, invalid or unenforceable provision, and these T&Cs shall be enforceable as so modified.