Website Terms of Use
Last Updated June 24, 2024
These Website Terms of Use ("Terms") are a binding contract between you and Ember Network, Inc. operating under the name Conduit Network ("Conduit Network," "us" or "we") and, together with our Privacy Notice, govern your use of our website visit cndt.io or our social media or other online channels (altogether, our "Website") or by interacting with us in any manner. Additional separate terms may apply to certain Services, and such additional terms will be considered a part of these Terms. THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND CONDUIT NETWORK.
If you have any questions about these Terms or the Website, please contact hello@cndt.io.
1. Acceptance
You accept these Terms by accessing the Website or interacting with us in any manner or by clicking to accept or agree to the Terms where this option is made available to you. Your use of the Website is subject to these Terms of Use, which remain in effect while you access the Website. You must be of legal age and capacity to form a binding contract to accept these Terms. By accepting these Terms, you also acknowledge that you have read and agree to our Privacy Notice. If you do not agree to these Terms, please do not access the Website.
2. The Website
The Website provides visitors with information about our company and the products and services we offer, join our waitlist, join our mailing list, and read our blog posts. Unless otherwise expressly indicated, the Website, including without limitation all text, information, page headers, button icons, images, designs, data, graphics, slogans, photographs, written information, and other materials, as well as names, logos, taglines, trade dress, and other trademarks displayed on the Website, are copyrights, trademarks, trade dress or other intellectual property owned, controlled, or licensed by Conduit Network. The Website is protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions. The absence of a product name or logo from this list in no way constitutes a waiver of our intellectual property rights. No material contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Website without the express written agreement of Conduit Network. Improper use of trademarks displayed on the Website is strictly prohibited.
Conduit Network hereby grants you a limited, revocable, nontransferable, nonexclusive license to access, view and interact with the Website solely for your own personal or internal business use. This license does not permit you to commercialize the Website in any manner. The Website is licensed to you, not sold. Except for the express licenses granted herein, We do not grant you any right, title, or interest in the Website. You agree to take such actions as we may reasonably request to perfect our rights to the Website. Without limiting the generality of the foregoing, you do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror the Website without the prior written permission of Conduit Network. Only a duly authorized officer of Conduit Network may grant permission or a license to use the Website or any component thereof. Any attempted grant or similar promise by anyone other than a duly authorized agent of Conduit Network are invalid.
Conduit Network's registered and unregistered trademarks and trade dress, including the Conduit Network or Conduit names, logos, taglines, trade dress, and other trademarks of Conduit Network ("Marks"), may not be copied, imitated, or used, whether in whole, partial, or modified form, without the prior written permission of Conduit Network. You may not use any meta tags or any other hidden text utilizing our Marks without Our prior written permission. Third-party trademarks and service marks used on the Website are the property of their respective owners, and we use them with their consent. Conduit Network and the other licensors of the marks on the Website reserve all rights with respect to all Contents and all intellectual property.
You may provide us with certain communications, suggestions, comments, improvements, ideas, or other feedback related to the Website or our other services ("Feedback"). You hereby grant us all rights, titles, and interests in and to any Feedback. In the event this grant is not sufficient for us to fully realize and use the Feedback, you grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the Website any of the Feedback. By providing Feedback, you are representing that the Feedback is not subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.
3. Acceptable Use
By using the Website in any manner, you represent and warrant that (i) any information you submit to Conduit Network are truthful and accurate, (ii) you will maintain the accuracy of that information, and (iii) your use of the Website and its features does not violate any applicable law, rule, or regulation. Any information that you provide to us will also be subject to our Privacy Notice. You may not use the Website for any purpose not expressly stated in these Terms, including in any way that might disparage us. Any other use without our prior written permission are strictly prohibited. The permissions described herein will terminate automatically if you breach any of these Terms. Additionally, you understand and agree that you may not engage in any of the following Prohibited Acts:
Commercialize the Website or use the Website for any unlawful or wrongful purpose.
Rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Website or any portion of it or use it in any manner not expressly authorized by these Terms.
Copy, reverse engineer, translate, port, modify or make derivative works of any portion of the Website.
Tamper with, conduct fraudulent activities, or engage in illegal activities via the Website.
Accessing data not intended for you or logging onto a server or an account that you are not authorized to access.
Probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures unless we expressly authorize that you do so in writing.
Interfere with service to any user, host or network, such as by means of submitting a virus to the Website, overloading, "flooding," "spamming," "mail bombing," or "crashing".
Send unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.
Otherwise violate or try to violate the security features of the Website.
You further agree not to use any device, software, or routine to interfere or try to interfere with the proper working of, or any activity being conducted on, the Website and you further agree not to use or try to use any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Website other than the search engine and search agents that we make available on the Website and other than the generally available third-party web browsers. If you violate our system or network security, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations.
4. Third-Party Services
Links between the Website and third-party websites, platforms, and other services ("Third-Party Services") are provided solely for your convenience. We are not responsible for the content of any Third-Party Services, nor do we make any representations about the content or accuracy of material on any Third-Party Services. If you navigate to a Third-Party Service, you do so at your own risk and you will be subject to the Third-Party Service's privacy policies and practices and not ours.
5. TERMINATION
These Terms will commence on the date you first access the Website and shall continue while you use the Website in any manner, unless terminated earlier in accordance with these Terms. You may terminate these Terms at any time by discontinuing all use of the Website and deleting all contents thereof from your device and records. We may terminate these Terms at any time with or without notice at our sole discretion. Upon termination of these Terms: (i) the rights and licenses granted to you herein shall terminate as to the terminated rights; (ii) you shall cease all use of the Website that have been terminated; and (iii) we may at our own discretion remove and/or purge data, account information, and any other information obtained by us in connection with providing the Website. We reserve the right to disable any username, password, or other identifier at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. Termination will not limit any of our rights or remedies at law or in equity. All provisions in these Terms which by their nature should continue following termination shall survive termination of the Terms.
6. Disclaimer of Warranties
YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE MAKE NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE, NOR DOES CONDUIT NETWORK REPRESENT OR WARRANT THAT THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. WE DO NOT GUARANTEE THAT THE WEBSITE, CONTENT OR MATERIALS CONTAINED THEREIN WILL BE AVAILABLE AT ALL TIMES OR AT ANY GIVEN TIME OR THAT WE WILL CONTINUE TO OFFER THE SAME FOR ANY PARTICULAR LENGTH OF TIME. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. WE MAKE NO WARRANTY OR REPRESENTATION REGARDING THE AVAILABILITY OF ONLINE FEATURES. WE RESERVE THE RIGHT TO MODIFY OR DISCONTINUE THE WEBSITE OR ANY FEATURE THEREOF WITHOUT NOTICE.
7. Limitation of Liability
IN NO EVENT WILL CONDUIT NETWORK, OUR AFFILIATES, OR OUR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, MANAGERS, OR MEMBERS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE OR ANY CONTENTS OR FEATURES THEREOF, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, AND LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100).
8. Indemnification
You agree to indemnify, defend (at our option), and hold harmless Conduit Network and its directors, officers, employees, and other indemnitees and their respective suppliers, licensors, and partners from and against any and all claims, losses, damages, liabilities, and expenses, including legal fees and expenses, resulting from or arising out of: (i) your violation of these Terms in any manner; (ii) your negligent or willful misconduct, fraud, or strict liability; (iii) your use, misuse and/or access of the Website; (iv) your violation of any applicable law; or (v) violation of the rights of any third party, or any breach of the representations, warranties, and covenants made by you herein. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Conduit Network, and you agree to cooperate with our defense of these claims, at your sole cost and expense, and such amounts shall be paid to us on demand immediately in payable funds.
9. Dispute Resolution
You agree that any dispute between you and Conduit Network arising out of or relating to these Terms or your use of the Website (collectively, "Disputes") will be governed by the arbitration procedure below.
10. DMCA/Copyright Takedown Notices
Informal Dispute Resolution. We want to address your concerns without the necessity of a formal legal case. Before filing a claim against us, you agree to try to resolve the Dispute informally by contacting hello@cndt.io. We will contact you by email as part of a good faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after submission, you or we may bring a formal proceeding.
Arbitration Agreement. You and we each agree to resolve any Disputes through final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be held in Davidson County, Tennessee, United States, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. Notwithstanding the foregoing, either you or we may assert claims, if they qualify, in small claims court in Davidson County, Tennessee or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Website, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.
Class Action Waiver. YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED UNDER THESE TERMS.
Governing Law. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Tennessee, without reference to its choice of law rules. To the extent that the arbitration agreement herein is not enforceable, each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in Davidson County, Tennessee for resolution of any lawsuit or court proceeding permitted under these Terms.
Limitation on Claims; Attorney Fees. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Website must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever. In the event of any dispute between the Parties concerning these Terms, we shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys' fees, if we are the prevailing party.
If you are a copyright owner or an authorized agent thereof and you wish to file a notice of infringement with us, you may do so in writing via email to hello@cndt.io. Your notification must include at least the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Website are covered by a single notification, a representative list of such works; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. YOU ARE ADVISED TO CONTACT AN ATTORNEY BEFORE SENDING US A NOTICE. DEPENDING ON THE LAWS OF THE APPLICABLE JURISDICTION, A PERSON MAY BE SUBJECT TO LIABILITY IF THEY KNOWINGLY MATERIALLY MISREPRESENT THAT MATERIAL OR ACTIVITY IS INFRINGING.
11. General
Relationship of Parties. The parties' relationship, as established by these Terms, is solely that of independent contractors. These Terms do not create any partnership, joint venture, or similar business relationship between the parties.
Entire Agreement. These Terms, including and together with any related policies, guidelines, agreements, or rules that we may incorporate from time to time, constitutes the entire agreement between you and us with respect to the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. If these Terms are inconsistent with any other written policies, terms, and agreements relating to any Service, the written guidelines, policy, terms, and agreements relating to the specific product or service will govern. Nothing in these Terms will be deemed to confer any third-party rights or benefits.
Amendments. We may amend these Terms from time to time by posting an updated version of the Terms on the Website, as evidenced by revising the "Last Updated" date noted at the top of the posting. The then-current version of these Terms shall apply to each time you access the Website.
Geographic Restrictions; Void Where Prohibited. We are owned and operated in the United States. We make no claims that the Website or any other products or services or their content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. By using the Website in any manner, you warrant and represent, for our reliance and that of our agents and employees and affiliates, that you have checked the laws of the country or state (or other applicable jurisdiction) from which you access the Website, and that such activities are not prohibited or restricted by the applicable law. You access and use the Website at your own risk and acknowledge that we do not make any warranty regarding compliance under the laws of your country or jurisdiction of the Website, and that no representative of ours has authority to make such a warranty.
Waiver; Severability. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. Except as expressly set forth herein, the exercise by either Party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
Enforcement. We reserve the right (but is not required) to remove or disable your access to the Website or remove any content, or data from the Website any time and without notice, and at our sole discretion, if we determine that your use of the Website is in any way objectionable or in violation of these Terms. Certain violations of these Terms, as determined by Conduit Network, may result in immediate termination of your access to the Website without prior notice to you. We have the right to investigate violations of these Terms and any conduct that affects the Website, and in response may take any action we may deem appropriate. Our rights and remedies provided in these Terms are cumulative and not exclusive, and the exercise by us of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between you and us or otherwise.
Assignment. We may assign these Terms, in whole or in part, to any person or entity at any time without your consent. You may not assign these Terms without our prior written consent, and any unauthorized assignment by you shall be automatically null and void. No assignment, transfer, delegation, or subcontract shall relieve you of any of your obligations hereunder. These Terms are binding on and inures to the benefit of your and our respective permitted successors and assigns.
Notices. Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given (i) via email; or (ii) by posting to the Website. For notices made by email, the date of receipt on the message will be deemed the date on which such notice is transmitted.
Electronic Signature and Records. By accessing the Website, registering for or using the Website, or typing your name into any of our electronic forms and indicating your acceptance or submission of information by clicking a box, you consent to (i) Conduit Network communicating with you electronically; (ii) receiving all applications, notices, disclosures, and authorizations (collectively, "Records") from us electronically; and (iii) entering into agreements and transactions using electronic Records and signatures. Federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. We will use electronic documents for all communications, notices, agreements, disclosures, authorizations, and other documents necessary to provide you with the Website. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You must have a computer or other web-enabled device, an internet connection, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You agree to be responsible for keeping your own Records. If you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please contact us at hello@cndt.io. Agreements and transactions executed prior to this request will remain valid and enforceable.