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 cndt.io or our social media or other online channels (altogether, our "Website"). 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 [email protected].

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. 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.

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. 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.

Conduit Network's registered and unregistered trademarks and trade dress, including the Conduit Network or Conduit names, logos, taglines, trade dress, and other trademarks ("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 provide us with certain communications, suggestions, comments, improvements, ideas, or other feedback related to the Website ("Feedback"). You hereby grant us all rights, titles, and interests in and to any Feedback.

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 does not violate any applicable law, rule, or regulation. 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.
  • 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.
  • Access data not intended for you or log onto a server or account that you are not authorized to access.
  • Probe, scan, or test the vulnerability of a system or network, or breach security or authentication measures.
  • Interfere with service to any user, host or network, such as by means of submitting a virus, overloading, "flooding," "spamming," or "crashing."
  • Send unsolicited email, including promotions and/or advertising of products or services.
  • Otherwise violate or try to violate the security features of the Website.

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.

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. We may terminate these Terms at any time with or without notice at our sole discretion. We reserve the right to disable any username, password, or other identifier at any time in our sole discretion. All provisions in these Terms which by their nature should continue following termination shall survive termination.

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. 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.

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. IN NO EVENT WILL OUR AGGREGATE LIABILITY 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 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; (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.

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.

  1. Informal Dispute Resolution. Before filing a claim against us, you agree to try to resolve the Dispute informally by contacting [email protected]. If a Dispute is not resolved within 30 days after submission, you or we may bring a formal proceeding.

  2. 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.

  3. 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.

  4. Governing Law. These Terms will be interpreted, construed, and enforced in accordance with the local laws of the State of Tennessee, without reference to its choice of law rules.

  5. Limitation on Claims; Attorney Fees. 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.

10. DMCA/Copyright Takedown Notices

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 [email protected]. 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; (iii) identification of the material that is claimed to be infringing; (iv) information reasonably sufficient to permit us to contact you; (v) a statement of good faith belief; and (vi) a statement that the information in the notification is accurate.

11. General

  1. 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.

  2. Entire Agreement. These Terms constitute 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.

  3. 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 at the top.

  4. Geographic Restrictions. We are owned and operated in 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.

  5. Waiver; Severability. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. If any provision of these Terms is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions will remain in full force and effect.

  6. 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.

  7. Notices. Any notices or other communications provided by us under these Terms will be given via email or by posting to the Website.

  8. Electronic Signature and Records. By accessing the Website, you consent to (i) Conduit Network communicating with you electronically; (ii) receiving all applications, notices, disclosures, and authorizations from us electronically; and (iii) entering into agreements and transactions using electronic Records and signatures.