Conduit Online Terms of Sale
Last Updated June 24, 2024
Welcome to the Conduit store, owned and operated in the United States by Ember Network, Inc. ("Ember Network"). These Terms of Sale ("Terms") apply to all purchases for Conduit hardware or software licenses that are made, placed or accessed through the https://www.cndt.io/ website (the "Site") by you (the "Customer"). By placing an order for or making a purchase of products, hardware of software (collectively, "Products") offered by Ember Network, Customer agrees to be bound by these Terms.
IF YOU DO NOT UNDERSTAND THE TERMS OR DO NOT ACCEPT ANY PART OF THEM, DO NOT PLACE AN ORDER.
ARBITRATION NOTICE: CUSTOMER AGREES THAT ANY DISPUTE BETWEEN EMBER NETWORK AND CUSTOMER ARISING OUT OF OR RELATED TO THESE STORE TERMS OR PRODUCTS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AS DETAILED IN SECTION 16.
ORDERS, ACCEPTANCE, AND CANCELLATION: All Orders placed are considered final. Confirmation of a Customer order, and a license key, if applicable, will be sent to Customer's email on record within 48 hours of payment in full for an order. Products are available for pre-sale only at this time, and will ship once it is commercially reasonable for Ember Network to fulfill the order. Upon Product being available to ship to Customer, Ember Network will send Customer a Know your Client ("KYC") form for Customer to complete prior to shipment. Shipment is conditional upon Customer completing the KYC form. Customer's receipt of an order confirmation email does not constitute Ember Network's acceptance of the order, and Ember Network is under no obligation to accept any Product order Customer submits. Ember Network may cancel an order at any time and for any reason prior to shipment at Ember Network's discretion, including failure to complete the KYC form, or upon Ember Network's review of the completed KYC form. If Ember Network does cancel a Customer order, Ember Network will refund Customer the full amount that Customer was charged. Ember Network may process payment for and ship parts of an order separately. Ember Network may place a limit on the quantities that may be purchased per order, per account, per credit card, per person or per household. Ember Network is owned and operated in the United States, and ships worldwide. Not all of our products are available to all persons or at all locations. Customers who purchase Products from outside the United States do so on their own initiative and are responsible for compliance with applicable laws (including without limitation, import laws). All materials provided by Ember Network are presented in English.
TITLE AND RISK OF LOSS: For hardware products, title passes to Customer once the carrier (e.g., USPS, FedEx, UPS, etc.) takes possession of the Product. For software products, title passes to Customer once Ember Network provides Customer with a link, license key or activation code.
TAXES AND PRICING: Prices are subject to change by Ember Network. Pricing excludes taxes and delivery costs. Taxes and delivery costs (as applicable) will be added to the price of a Customer purchase and shown on the Site check-out page. Unless Customer provides Ember Network with a valid and correct tax exemption certificate, Customer is responsible for sales, VAT and other taxes associated with Customer's order. Ember Network may require additional information to substantiate a Customer request to use a tax exemption certificate. Ember Network has the right to refuse acceptance of a tax exemption certificate.
PAYMENT: Ember Network may accept various forms of payment, including credit and debit cards, PayPal, cryptocurrency etc. (each a "Payment Method"). Ember Network does not collect or store information about your Payment Method. Additional terms with Customer's Payment Method provider may apply. By providing Ember Network with a Payment Method, Customer: (i) represents that Customer is authorized to use the Payment Method provided to Ember Network and that any payment information provided is true and accurate; and (ii) authorizes Ember Network to charge Customer for any Products Customer purchases. It is Customer's obligation to promptly update Ember Network if there are any changes related to the Payment Method, or information related to processing the Payment Method, such as the billing address associated with the Payment Method. No refunds will be provided for the purchase of any Products, under any circumstances. If Customer receives a refund or payment in error, Ember Network may reverse or require return of the amount, and Customer will cooperate with Ember Network in Ember Network's efforts to do this.
REFUNDS: No refunds will be provided to Customer for the Products, either before or after Customer takes delivery.
SHIPPING: Ember Network is not responsible or liable for Customer address errors or omissions, stolen packages or misdirected, delayed or lost orders. Any delivery dates Ember Network provides Customer, either on the Site or in any communications (e-mails, order confirmations, etc.), are estimates only. Products purchased on a pre-sale basis will be shipped by Ember Network when they become available.
EXPORT COMPLIANCE: Customer's purchase is subject to, and Customer is responsible for, compliance with the export control and economic sanctions laws of the United States and other applicable jurisdictions ("Export Laws"). These laws may include restrictions on destinations, users, and end use. Products may not be sold, leased or transferred to restricted countries, restricted end users or for restricted end uses according to the Export Laws. In addition, there may be restrictions, limitations or prohibitions as to territories where Ember Network may sell or ship Products.
PRODUCT-SPECIFIC TERMS: The following Products purchased through the Site are subject to additional terms and conditions:
Conduit Software Node License
8.1 Conduit Software Node License: The software comprising of operating system and services (collectively, the "Conduit Software") is licensed, not sold, to Customer. By purchasing a license to the Conduit Software, and subject to applicable laws, Ember Network grants Customer a non-exclusive, revocable right and license to use the Conduit Software. All rights not expressly granted by Ember Network in and to the Conduit Software are reserved by Ember Network. Customer acknowledges that outside of the license provided herein, you have no rights, intellectual property or otherwise, in and to the Conduit Software. Customer must comply with any technical limitations in the Conduit Software, which allow Customer to use the software in certain ways.
8.2. The Conduit Software license is a perpetual license subject to these Terms. Ember Network reserves the right, in its sole discretion, to decommission and/or discontinue support for deprecated software.
8.3 Conduit Software is provided "as-is" and does not include any software updates, although Ember Network may push updates to the Conduit Software as determined in its sole discretion.
8.4 Conduit Software Customer Transfer Rights: Conduit Software is transferrable by Customer to a third party until Customer completes the KYC Form required by Ember Network, and the software is delivered to Customer.
Conduit Hardware
8.5 Conduit Hardware Purchase Terms: The Conduit hardware stack comprising of a self-monetizing, self-organizing suite of modular components for mining, as determined by Ember Network (collectively, the "Conduit Hardware") is sold to Customer with deferred delivery terms. By purchasing the Conduit Hardware, and subject to applicable laws, Ember Network the right to use the Conduit Hardware. All rights not expressly granted by Ember Network in and to the Conduit Hardware are reserved by Ember Network.
8.6 Customer must comply with any technical limitations in the Conduit Hardware, which allow Customer to use the Hardware in certain ways, subject to these Terms.
8.7 Conduit Hardware is provided "as-is".
8.8 Conduit Hardware Customer Transfer Rights: Conduit Hardware is transferrable by Customer to a third party until Customer completes the KYC Form required by Ember Network, and the Conduit Hardware is delivered to Customer.
LIMITATIONS OF WARRANTY: The warranties set forth in these Terms do not cover problems that arise from: (i) accident or neglect by Customer or any third-party; (ii) any third-party items or services with which the Product is used or other causes beyond Ember Network's control; (iii) installation, operation or use not in accordance with Ember Network's instructions and the applicable documentation; (iv) use in an environment, in a manner or for a purpose for which the Product was not designed; (v) modification, alteration or repair by Customer; or (vi) causes attributable to normal wear and tear. Ember Network has no obligation for: (a) software installed or used beyond the licensed use, or (b) Products whose original identification marks have been altered or removed. Products are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, such as any application in which the failure of the Products could lead to death, bodily injury, or physical or property damage (collectively, "High-Risk Activities"). Ember Network expressly disclaims any express or implied warranty of fitness for High-Risk Activities.
LOSS OF DATA, SOFTWARE AND PROGRAMS: It is Customer's responsibility to back up Customer's data, software, and programs. Ember Network will have no liability for: (i) loss or recovery of data or programs; (ii) loss of use of Products; or (iii) any act or omission, including negligence, by Ember Network.
THIRD PARTY PRODUCTS: Ember Network may market and offer for sale Products which are provided by a third-party ("Third-Party Products"). Customer's purchase and use of Third-Party Products are subject to the applicable policies, agreements, and terms and conditions offered by such provider of a Third-Party Product, including any license, warranty, indemnity, and support terms.
DISCLAIMER OF WARRANTIES: EXCEPT AS EXPRESSLY OTHERWISE STATED IN THESE TERMS, ALL PRODUCTS ARE PROVIDED "AS IS," "WHERE IS," AND "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND. Ember Network MAKES NO REPRESENTATIONS OR WARRANTIES OR GUARANTEES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, REGARDING PRODUCTS, AND EXCEPT AS PROHIBITED BY LAW, SPECIFICALLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
WITHOUT LIMITING THE FOREGOING PARAGRAPH, EMBER NETWORK DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT PRODUCTS WILL: (I) BE COMPATIBLE WITH CUSTOMER HARDWARE OR SOFTWARE; (II) BUG-FREE, OPERATE IN AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE MANNER; (III) WILL ALWAYS BE AVAILABLE OR FREE FROM ALL HARMFUL COMPONENTS OR ERRORS, INCLUDING BUT NOT LIMITED TO, BUGS, VIRUSES, INTERFERENCES, CORRUPTION, OR OTHER SECURITY INSTRUCTIONS; OR (IV) WILL BE SECURE OR IMMUNE (INCLUDING THE CONTENT DELIVERED TO CUSTOMER OR THE INFORMATION CUSTOMER PROVIDED) FROM HACKING OR OTHER UNAUTHORIZED ACCESS.
LIMITATION OF LIABILITY: IN NO EVENT WILL EMBER NETWORK BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF EMBER NETWORK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT EMBER NETWORK'S LIABILITY IN ANY DISPUTE WILL BE CAPPED AT THE TOTAL AMOUNT CUSTOMER PAID FOR THE PRODUCT AT ISSUE. THIS LIMITATION CAP IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THESE LIMITATIONS MAY NOT APPLY TO CUSTOMER.
SITE ERRORS AND CHANGES: Ember Network strives to publish information accurately and update the Site to correct errors when discovered. However, any of the Site content or Product descriptions may be incorrect or out of date at any given time. Ember Network reserves the right to make changes to the Site at any time, including to Product prices, specifications, offers and availability. If Ember Network discovers a pricing or other material error related to Products that have yet to be shipped, Ember Network will contact Customer to inform Customer of this error and give Customer the option of continuing with the purchase according to the update or cancelling the order.
CHANGES TO THESE TERMS: Ember Network may change these Terms at any time and without notice to Customer. The Terms in force at the time Customer places the order will govern the purchase and serve as the purchase contract between Ember Network and Customer. Before Customer's next purchase, Ember Network may have changed the Terms without notice to Customer. Ember Network recommends that Customer save or print a copy of the Terms in effect at the time of purchase of a Product.
DISPUTE RESOLUTION:
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT SIGNIFICANTLY AFFECTS CUSTOMER'S LEGAL RIGHTS, INCLUDING CUSTOMER'S RIGHT TO FILE A LAWSUIT IN COURT. THIS SECTION REQUIRES CUSTOMER TO SUBMIT TO BINDING ARBITRATION OF ANY AND ALL DISPUTES (EXCEPT AS EXPRESSLY PROVIDED FOR BELOW) WITH Ember Network ARISING OUT OF OR RELATED TO THESE TERMS OR PRODUCTS, AND LIMITS THE MANNER IN WHICH CUSTOMER CAN SEEK RELIEF FROM EMBER NETWORK. CUSTOMER EXPRESSLY WAIVES THE RIGHT TO A TRIAL BY JURY.
Except as provided below, Customer and Ember Network agree that any cause of action, legal claim or dispute between Ember Network and Customer arising out of or related to these Terms or the Products ("Claim" or "Claims") must be resolved by arbitration on an individual basis. Notwithstanding the foregoing sentence, the meaning of Claims excludes: (1) an action to compel or uphold any prior arbitration decision; (2) Ember Network's right to seek injunctive or equitable relief against Customer under any basis or theory in a court of law; or (3) claims or counterclaims by Ember Network against Customer for the infringement, misappropriation or disruption (e.g., virus attack) of Ember Network intellectual property.
Class actions and class arbitrations are not permitted. Customer may bring a Claim or Claims only on Customer's behalf and cannot seek relief that would affect other users or purchasers of the Products. If there is a final judicial determination that any particular Claim or Claims (or a request for particular relief) cannot be arbitrated in accordance with the limitations of this "Dispute Resolution" section, then only such Claim or Claims (or only that request for relief) may be brought in court. All other Claim or Claims (or requests for relief) remain subject to this "Dispute Resolution" section.
The American Arbitration Association ("AAA") will administer all arbitrations as amended, supplemented or limited by these Terms. For the avoidance of doubt, if there is any conflict between AAA arbitration terms and these Terms, these Terms shall govern and control. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by Customer or Ember Network that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such location for arbitration shall be in Tennessee.
Customer's remedy related to any Claim against Ember Network shall be limited to the recovery of money damages, if any, and in no event shall Customer be entitled to seek to enjoin or restrain the development, production, exhibition, distribution, advertising, exploitation, or marketing of any Product, or any portion thereof. Customer expressly agrees that any damage caused to Customer by Ember Network will not be irreparable or otherwise so sufficient as to entitle Customer to injunctive or equitable relief.
The arbitrator's decision will be final and binding. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude Customer from bringing issues to the attention of federal, state, or local agencies. Disputes related to intellectual property (like copyrights, patents, and trademarks) are not subject to arbitration and instead must be brought in court. In addition, disputes relating to the scope and enforceability of these arbitration provisions are for a court to decide. This arbitration provision is governed by the Federal Arbitration Act.
Before Customer may commence arbitration of a Claim, Customer must first provide Ember Network with a written "Notice of Dispute" that includes Customer's full name, address, email address, a detailed description of the dispute and the relief Customer seeks. Any Notice of Dispute Customer sends to Ember Network must be sent to Ember Network's email address set forth in the "Contact Ember Network" section of these Terms. Within 30 days' receipt of Customer's Notice of Dispute, Ember Network will send a written response. If Customer and Ember Network cannot resolve their dispute within 30 days' receipt of Ember Network delivering its response to Customer, then either party may commence arbitration pursuant to these Terms.
The costs and fees of arbitration shall be allocated in accordance with AAA's applicable rules, including rules regarding frivolous or improper claims. In addition, the arbitrator may award the prevailing party reimbursement of attorney fees and costs incurred.
For any Claim that is not arbitrated, Customer agrees that such Claim(s) will be resolved exclusively by any state or federal court sitting in Tennessee. Customer also agrees to submit to the personal jurisdiction of either of these courts for the purpose of litigating any such Claim or Claims.
INTELLECTUAL PROPERTY RIGHTS: In connection with the Site and Products, Customer may not (including without limitation, through any agent or designee): (i) work around any technical limitations in the Products; (ii) reverse engineer, disassemble, decompile, translate, reconstruct, transform, port, tamper with, repair, modify, alter or create derivative works of the Products, or attempt to do the same directly or through a third-party; (iii) make copies of the Products; (iv) publish or otherwise make available Products for others to copy; or (v) rent, lease or lend the Products ((i)-(v) collectively, "Prohibited Activities"). The foregoing Prohibited Activities are not a limitation of any other rights Ember Network may have under applicable laws. The Site and Products are protected by copyright, patent, trademark, and other laws of the United States and other countries, and no licenses or other rights are granted to Customer except as expressly provided for under these Terms.
GOVERNING LAW: The laws of the State of Tennessee, to the extent not preempted by or inconsistent with U.S. federal law or other applicable laws, will govern these Terms and any claim without regard to conflict of law provisions.
TERMINATION: Ember Network may, at any time, immediately terminate or suspend (in Ember Network's sole and absolute discretion) Customer's right to use and access this Site, Products and/ or services if:
19.1. Customer breaches any provision of these Terms (or acts in a manner that reasonably demonstrates that Customer does not intend to, or are unable to, comply with these Terms);
19.2. Customer fails to make the timely payment of fees for Subscription-Based Products;
19.3. Customer (or through an agent or designee) physically, verbally, or through other means abuse, threaten, bully, or harass Ember Network personnel;
19.4 Customer (or through an agent or designee) repeatedly made complaints in bad faith or without a reasonable basis, and continue to do so after Ember Network has asked Customer to stop;
19.5. Ember Network is required (or reasonably believes it is required) to do so by law; or
19.6. Ember Network discontinues the Product software or service, in whole or in part.
SURVIVAL: Sections 8, 9, 12, 13, 16, 17, 18, and 22 of these Terms will survive the expiration or termination of the relationship between Ember Network and Customer for any reason.
THIRD-PARTY WEBSITE LINKS: The Site may include links to third-party websites that let Customer leave the Site. These linked websites are not under the control of Ember Network, and Ember Network is not responsible for the content of any linked website or any link contained in a linked website. Ember Network is providing these links only as a courtesy, and the inclusion of any link does not imply endorsement by Ember Network of the website. Customer's use of the third-party website will be subject to that third party's terms and conditions and privacy policies.
MISCELLANEOUS: Customer may not assign these Terms or any of the rights granted hereunder without the prior written consent of Ember Network, and any attempted assignment without such consent shall be void. Ember Network's rights and obligations under these Terms are freely assignable by Ember Network. If any provision of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
CONTACT Ember Network: Questions? Contact Ember Network by email at hello@cndt.io.