Conduit Content Sharing Services Terms of Service
These Conduit Content Sharing Services Terms of Service have been updated and are effective beginning April 5, 2012. By accessing and using the Conduit Content Sharing Services following such update, you indicate that you have read and agree to the updated terms and conditions of the Conduit Content Sharing Services Terms of Service.
You may not use the Content Sharing Services if (a) you are not of legal age to form a binding agreement with Conduit in your jurisdiction, or (b) you are a person who is either barred or otherwise legally prohibited from receiving or using the Content Sharing Services under the laws of the country in which you are resident or from which you access or use the Content Sharing Services.
Without limiting any other terms of these TOS, Conduit may block your access to the Content Sharing Services for any reason and in its sole discretion at any time, even if Conduit previously allowed your use of the Content Sharing Services.
- Description of the Content Sharing Services
Subject to the definitions below, Conduit provides the Conduit Marketplace Add Stuff and other related services, software and features which enable certain users of the Conduit Technology to access, distribute and share their Content with Application publishers or Application users as well as select and use third party Content shared by others, if available (collectively the "Content Sharing Services"). These Content Sharing Services are made available through third-party platforms, networks, and websites such as Facebook, Twitter, or YouTube ("Third Party Outlets") and/or the Conduit Technology.
- Certain Definitions
- 2.1. "Application" means any software application generated via the Conduit Technology. For example, an Application may be a web browser toolbar or any other Conduit powered App.
- 2.2. "Add Stuff" means a feature enabling Application users to add Content and components offered via the Conduit Marketplace and/or the "2go" button to their Application.
- 2.3. "Conduit Content" means the Content made available by Conduit via the Content Sharing Services, excluding User Content.
- 2.4."Conduit Marketplace" means the section of the Conduit Technology or the Third Party Outlets from which the Content Sharing Services are available.
- 2.5. "Content" means data, information, graphics, links, web pages, signs, images, software and code, files, texts, photos, audio or video, sounds, visual works, musical works, works of authorship, and components.
- 2.6. "User Content" means any Content posted, uploaded, linked to or from and/or otherwise submits to or via the Content Sharing Services by an Application publisher or any other third party (to the extent applicable) content provider.
- 2.7. "2go" means a feature enabling publishers to offer User Content on their website to Application users or their website visitors, to the extent applicable.
- 2.8. "Conduit Technology" means Conduit's proprietary Application-generating platform and any other products or services provided by Conduit therein or in connection thereto.
- Updates and Modifications
- 3.1. Conduit reserves the right, at its sole discretion, to modify, change, discontinue the Content Sharing Services or to modify or terminate these TOS, at any time and without notice to you. Please check these Terms periodically for changes. If Conduit modifies these TOS it will post the modification on its website or provide you with notice of the modification. Conduit will also update the "Last Updated Date" at the bottom of the TOS. The updated Content Sharing Services and/or the revised TOS will be effective when posted. By continuing to use the Content Sharing Services after Conduit has posted a modification on its website or has provided you with notice of a modification, you agree to be bound by the modified TOS. If the modified TOS is not acceptable to you, your only recourse is to cease using the Content Sharing Services. You can review the most current version of these TOS at any time at: http://www.conduit.com. If the updated Content Sharing Services and/or are not acceptable to you, your only recourse is to cease using the Content Sharing Services.
- 3.2. Without limiting any other terms of these TOS, Conduit reserves the right in its sole discretion to correct possible errors or bugs in the Content Sharing Services and, more generally, to add new elements, modify, discontinue or change the Content Sharing Services or any part thereof at any time and without notice to you. Conduit may not be held liable for any modification, interruption, or suspension of the Content Sharing Services or for any resulting damages and Conduit does not have an obligation to fix any errors or bugs in the Content Sharing Services.
- 3.3. In addition to the foregoing, certain features or areas on the Content Sharing Services may be subject to additional or separate terms, licenses, guidelines, policies and/or standards with Conduit and/or Third Party Outlets (the "Additional Terms"). Any Additional Terms will be posted or presented to you with such feature or service and shall be binding on you. Conduit urges you to pay attention to and read any such Additional Terms.
- 4. General Restrictions on Use of the Content Sharing Services
The Content Sharing Services may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Content Sharing Services, including, without limitations, privacy laws. In addition, you agree that you will not do any of the following while using or accessing the Content Sharing Services:
- 4.1. Upload, post, submit or otherwise transmit: (i) any User Content to which you do not have the lawful right to copy, transmit and display (including any User Content that would violate any confidentiality or fiduciary obligations that you might have with respect to the User Content); (ii) any User Content for which you do not have the consent or permission of each identifiable person in the User Content to use the name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the User Content ) and such consent or permission is necessary; or (iii) any User Content that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right or moral right or right of publicity);
- 4.2. Upload, post, submit or otherwise transmit any User Content that: (i) is unlawful, obscene, harmful, threatening, harassing, defamatory; (ii) is hateful, constitutes hate speech, contains objects or symbols of hate; (iii) invades the privacy of any third party; (iv) contains content related to bestiality, rape, incest, sex with graphic violence or degradation or constitutes pornography or child erotica; (v) is deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous; (vi) contains content related to gambling or gambling activity; or (vi) is otherwise objectionable in the opinion of Conduit;
- 4.3. Circumvent, disable or otherwise interfere with security related features of the Content Sharing Services or features that prevent or restrict use or copying of any content;
- 4.4. Use any meta tags or other hidden text or metadata utilizing a Conduit trademark or logo, URL or product name;
- 4.5. Upload, post, submit or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, "pyramid schemes" or any other form of unsolicited or unauthorized solicitation;
- 4.6. Upload, post, submit or otherwise transmit any User Content that exhibits features or functionality that are the same or similar to those offered by another User Content;
- 4.7. Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Content Sharing Services to send altered, deceptive or false source-identifying information;
- 4.8. Upload, post, submit or otherwise transmit any User Content that contains software viruses or any other computer code, files, or programs designed to (i) interrupt, destroy or limit the functionality of any computer software; or (ii) interfere with the access of any user, host or network, including without limitation sending a virus, overloading, flooding, spamming or mail-bombing the Content Sharing Services;
- 4.9. Upload, post, submit or otherwise transmit any User Content that include code that is hidden or otherwise surreptitiously contained within the images, audio or video of any User Content that is unrelated to the immediate, aesthetic nature of the User Content;
- 4.10. Interfere with or disrupt (or attempt to interfere with or disrupt) any, servers or networks connected to the Content Sharing Services or the technical delivery systems of Conduit's providers or disobey any requirements, procedures, policies or regulations of networks connected to the Content Sharing Services;
- 4.11. Provide, make available or link to any providers of web search services, functionality or features, including without limitation references or advertisements to providers of web search services, functionality or features, without Conduit's prior written consent;
- 4.12. Interfere with, circumvent or disable any security-related features that limit or prevent the copying of any third party intellectual property;
- 4.13. Attempt to probe, scan or test the vulnerability of any Conduit system or network or breach or impair or circumvent any security or authentication measures protecting the Content Sharing Services;
- 4.14. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Content Sharing Services;
- 4.15. Attempt to access, search or meta-search the Content Sharing Services with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by Conduit or other generally available third party web browsers (such as Google Chrome, Microsoft Internet Explorer, Mozilla Firefox and Safari), including, without limitation, any software that sends queries to the Content Sharing Services to determine how a website or web page ranks;
- 4.16. Access, collect, store or use personal data about other users of the Content Sharing Services (including the users of your User Content) without their explicit and informed permission;
- 4.17. Sale any personal data about other users of the Content Sharing Services (including the users of your User Content) without Conduit's and their explicit and informed permission;
- 4.18. Include any rewards or incentive programs and/or actual monetary exchanges in YOUR User Content, without Conduit's prior written consent;
- 4.19. Impersonate or misrepresent your affiliation with any person or entity, through pretexting or some other form of social engineering or otherwise commit fraud;
- 4.20. Use the Content Sharing Services in any manner not permitted by these TOS; or
- 4.21. Encourage or instruct any other individual to do any of the foregoing or to violate any term of these TOS.
Conduit will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and network security issues, to the fullest extent of the law. Conduit may involve and cooperate with law enforcement authorities in prosecuting users of the Conduit Sharing Services who violate these TOS. You acknowledge that Conduit has no obligation to monitor your access to or use of the Content Sharing Services or to review or edit any User Content but has the right to do so for the purpose of operating the Content Sharing Services, to ensure your compliance with these TOS, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Conduit reserves the right, at any time and without prior notice, to remove or disable access to any content, including, any User Content, that Conduit, in its sole discretion, considers to be in violation of these TOS or otherwise harmful to the Content Sharing Services.
- Proprietary Rights and Licenses
- 5.1 User Content. As between you and Conduit, you retain all rights in your User Content. However, by uploading, posting, submitting, linking to or otherwise transmitting any User Content on or via the Content Sharing Services, you hereby grant to Conduit a non-exclusive, worldwide, royalty-free, sublicensable, right and license to use, reproduce, modify, distribute, display, publish, perform, transmit and access your User Content in connection with the Content Sharing Services and Conduit's (and its successors) business including, without limitation, for promotion and redistributing part or all of the Content Sharing Services (and derivative works thereof), in any media formats and through any media channels including Third Party Outlets during the term you use the Content Sharing Services and for the twelve month period following the end of such term. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the foregoing licenses to Conduit. You agree to immediately notify Conduit, in writing, if, at any time during the term hereof, your license, right, consent and/or permissions to share User Content are revised, revoked, or become limited in any way. You acknowledge and agree that your posting of or linking to User Content will comply with the Conduit Copyright Policy as set forth in Section 8 below.
- 5.2 Limitations. You acknowledge and agree that Conduit may, at its option, reclassify or recategorize any User Content and establish limits concerning User Content, including, without limitation, the maximum number of days that User Content will remain available via the Content Sharing Services, the maximum size of any files that may be transmitted or posted via the Content Sharing Services and the maximum disk space that may be allotted to you for the storage of User Content on Conduit's servers, as applicable. Conduit will have no responsibility or liability for maintaining copies of User Content on its servers, and you are solely responsible for creating back-ups of your User Content.
- 5.3 Conduit Content. Conduit and its licensors own all right, title and interest, including all worldwide intellectual property rights in the Conduit Content and any other content made available through the Content Sharing Services contained therein, other than your User Content. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Content Sharing Services or Conduit Content, any other content made available through the Content Sharing Services or related products and services, and except as explicitly described herein, you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Content Sharing Services and Conduit Content or any other content made available through the Content Sharing Services (other than your User Content).
- 5.4 Disclaimer. Conduit does not guarantee that any content (including, without limitation, Conduit Content or User Content) will be made available through the Content Sharing Services, continuously or at all. WHILE CONDUIT IS UNDER NO OBLIGATION TO DO SO, CONDUIT RESERVES THE RIGHT TO REMOVE AND PERMANENTLY DELETE ANY CONTENT FROM THE CONTENT SHARING SERVICES WITHOUT NOTICE, AND FOR ANY REASON CONDUIT DEEMS SUFFICIENT. Conduit does not have any obligation to monitor the User Content that is uploaded, posted, submitted or otherwise transmitted using the Content Sharing Services, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the User Content or anything said, depicted or written by users of the Conduit Sharing Services, including, without limitation, any information obtained by using the Content Sharing Services. Conduit does not endorse any opinion, recommendation or advice expressed in any User Content and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Conduit with respect thereto. You further acknowledge and agree that you may encounter User Content that you find objectionable and/or offensive and you hereby waive any legal and/or equitable right you may have against Conduit with respect to such User Content.
- User Content Distribution and Usage
- 6.1 You understand that once you have offered your User Content as part of the Content Sharing Services, it is your sole responsibility. Furthermore, you are solely responsible for your interactions (including any disputes) with other users of the Conduit Sharing Services and Conduit does not in any way screen users of the Conduit Sharing Services.
- 6.2 You understand that other than as specifically agreed with Conduit in a separate writing signed by both you and Conduit, you are not entitled to receive any payment from Conduit for posting, sharing, modifying, distributing or using User Content as part of the Content Sharing Services or otherwise.
- 6.3 Your User Content may not incorporate any Publicly Available Software, in whole or in part, in a manner that may subject the Conduit Technology (including without limitation the Content Sharing Services, Application, or Third Party Outlet), in whole or in part, to all or part of the license obligations of any Publicly Available Software. As used herein, the term "Publicly Available Software" means any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software or similar licensing or distribution models.
- 6.4 The rights holder of User Content and its licensors own all right, title and interest, including all worldwide intellectual property rights in such User Content. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any User Content, and except as explicitly described herein, you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit any User Content.
- Ratings and Comments & Feedback.
- 7.1 Comments. You can rate and make comments about content made available through the Content Sharing Services ("Comments"). Conduit advises you to exercise caution and good judgment when leaving such Comments. Once you complete and submit your Comments to the Content Sharing Services you will not be able to go back and edit your Comments. You should also be aware that you could be held legally responsible for damages to someone's reputation if your Comments are deemed to be defamatory. By electing to make Comments, you hereby grant Conduit a perpetual, royalty-free, irrevocable right and license to use, reproduce, modify, distribute, display, publish, perform, transmit and access such Comments.
- 7.2 Feedback. Conduit welcomes and encourages you to provide feedback, comments and suggestions for improvements to the Content Sharing Services ("Feedback"). You may submit Feedback via the Give Feedback option or through the "Contact Us" link which are available at the Conduit Marketplace. You acknowledge and agree that all Comments and all Feedback will be the sole and exclusive property of Conduit and you hereby assign and agree to assign all rights, title and interest you have in such Comments and Feedback to Conduit together with all intellectual property rights therein.
- Copyrighted Materials: No Infringing Use
You will not use the Content Sharing Services to offer, display, distribute, transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. Conduit has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users of the Conduit Technology who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders. Additionally, Conduit abides by the Digital Millennium Copyright Act ("DMCA"). Please see the Conduit Copyright Policy available at http://www.conduit.com/legal/CopyrightProtection.aspx for detailed information on how to submit a copyright violation claim.
- Privacy and Personal Information
- 9.1 The Conduit privacy policies available at http://www.conduit.com/privacy/Default.aspx ("Conduit Privacy Policies") contain information about Conduit's policies and procedures regarding the access, collection, use and disclosure of information Conduit receives from users of the Conduit Technology.
- 9.3 The Conduit Marketplace is large and growing every day. In order to improve your experience in the Conduit Marketplace, Conduit keeps an inventory of the Content you have elected to add to your Application from the Conduit Marketplace so it can customize your Conduit Marketplace experience. This means Conduit may provide you recommendations for Content that you haven't yet added to your Application and that may be of interest to you.
- 9.4 Conduit also enables you to share information contained on your social network accounts when you add a social network User Content to your Application or you may have access to a social network User Content that is imbedded on and/or within Content to elect to add to your Application. If you elect to use social network User Content, you will have to agree to share the information contained in your social network account with Conduit and/or other third parties, if such third parties have requested the access. This means Conduit may have access to personal information such as your friends, your postings and your pictures. Conduit asks your permission to access such information both to be able to deliver it to you through the Conduit Technology and to further customize your Conduit Marketplace experience. We allow you to share your activities in the Conduit Marketplace, such as the Content you added to your Application, with your friends. If you agree in advance to give Conduit access to such information, your privacy default settings on your social network account may be automatically changed to accommodate our access. Conduit never shares this information with third parties..
- 9.5 Please contact us at firstname.lastname@example.org if you have questions about the Conduit Privacy Policies.
- Paid User Content
This Section 10 only applies to third parties (including, without limitation, publishers) who are eligible to receive payments from Conduit in accordance with a Contract.
- 10.1 The Content Sharing Services may include revenue based User Content which you may choose to add to your Application (the "Monetized App").
- 10.2 Should you choose to add a Monetized App to your Application, you may not, directly or indirectly, nor permit any person to:
- 10.1.1 Artificially inflate the amount of leads, including, without limitation, clicks, click-throughs, sales, registrations, impressions or leads (each, an "Event") through any deceptive or misleading practice, method or technology including, without limitation, the use of any spyware, parasite-ware, device, program, robot, Iframes, hidden frames, click spam, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person performing an Event;
- 10.1.2 Implement or allow so-called "drive-by downloads" to occur off any Monetized App (i.e., implementing or allowing any software installation process or procedure to be initiated as the direct or indirect result of a web page view or click.)
- 10.3 You may not establish or cause to be established any promotion that provides any sweepstakes entries, rewards, points, incentives or other compensation to be earned in connection with generating Events, or otherwise attempt to induce Application users to click on any Monetized App.
- 10.4 If you generate leads, clicks or other Events through the use of fraudulent means of traffic generation (as determined by Conduit in its sole discretion), you will forfeit all the revenue which you may have been entitled to for all the Monetized Apps which you have added to your Application, not just the revenue earned from the Monetized Apps associated with the fraudulent activity, and Conduit may terminate your eligibility to participate in Monetized Apps offers effective immediately.
- 10.5 Conduit reserves the right, at its sole discretion, to determine if fraudulent activity has occurred with respect to any Monetized App, at any time, and you agree to be bound by these determinations.
- 10.6 Conduit makes no guarantees, representations or warranties as to the level of Events that you can expect by adding a Monetized App to your Application.
- 10.7 If Conduit, in its sole discretion, believes that you or anyone on your behalf has been engaged in fraudulent activity, it may take any and all steps it deems appropriate including without limitation: (a) issue a warning; (b) conduct an investigation; (c) suspend your participating in the Monetized Apps offering as a whole so that you shall no longer be entitled to any future-revenues for a Monetized App; (d) withhold or recover any revenue already paid to you; or (e) terminate your account with Conduit or your eligibility to participate in any offering available by the Conduit Technology.
- 10.6 You acknowledge and agree that Conduit may deduct/refund any revenue which is due to you if it is subject to any chargeback or other fees that Conduit has paid in connection therewith.
- 10.9 If Conduit suspends your participation in the Monetized Apps offering, you will no longer get paid for any future activity and you are required to immediately remove all existing Monetized Apps from your Application. Conduit may, in its sole discretion, (but has no obligation to) reinstate your account in the event you have, to Conduit's satisfaction, taken all necessary remedial actions.
- 10.10 You acknowledge that Conduit's billing system interfaced and receives information from third parties and therefore is not error-free, and Conduit shall not be held liable for any problems, miscalculations or malfunctions in processing any revenue due to you. If you believe that an error has occurred, you may send an inquiry via the "Contact Us" link available at the Conduit Marketplace.
- Term and Termination
- 11.1 You may stop using the Content Sharing Services at any time. You do not need to specifically inform Conduit when you stop using the Content Sharing Services, but please note that these TOS will apply to you unless you terminate their application by notifying Conduit in writing.
- 11.2 Without limiting other remedies, Conduit may immediately terminate these TOS at any time and for any or no reason, including, without limitation, your violation of these TOS, without prior notice and at its sole discretion.
- 11.3 Any suspension, termination or cancellation will not affect your obligations to Conduit under these TOS (including, without limitation, the rights granted by you to Conduit, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation. After any termination, you understand and acknowledge that Conduit will have no further obligation to provide the Content Sharing Services and all licenses and other rights granted to you by these TOS will immediately cease. Conduit will not be liable to you or any third party for termination of the Content Sharing Services or termination thereof.
- Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE CONTENT SHARING SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, CONDUIT, ITS LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE CONTENT SHARING SERVICES AND YOUR USE THEREOF. THE CONTENT SHARING SERVICES ARE PROVIDED "AS-IS," AND CONDUIT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT SHARING SERVICES OR THAT (I) YOUR USE OF THE CONTENT SHARING SERVICES WILL MEET YOUR REQUIREMENTS, (II) YOUR USE OF THE CONTENT SHARING SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (IV) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE CONTENT SHARING SERVICES WILL BE ACCURATE OR RELIABLE, AND/OR (V) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE CONTENT SHARING SERVICES WILL BE CORRECTED. CONDUIT DOES NOT WARRANT, ENDORSE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT, PRODUCT, OR SERVICE OFFERED BY A THIRD PARTY THROUGH THE CONTENT SHARING SERVICES, AND CONDUIT WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. NO CONDITIONS, WARRANTIES, OR OTHER TERMS OF SERVICE (INCLUDING ANY IMPLIED AGREEMENT AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE, OR CONFORMANCE WITH DESCRIPTION) APPLY TO THE CONTENT SHARING SERVICES EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT IN THESE TOS. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF CERTAIN CONTENT MAY REVISE YOUR PREVIOUS PRIVACY SETTINGS OR REQUEST THAT YOU AGREE THAT CONDUIT MAY ACCESS ADDITIONAL INFORMATION YOU MAY CONSIDER PRIVATE. YOU AGREE THAT IF YOU GRANT CONDUIT ACCESS TO SUCH INFORMATION, YOU TAKE FULL RESPONSIBILITY FOR AGREEING TO GRANT CONDUIT ACCESS TO SUCH INFORMATION. IF YOU DO NOT UNDERSTAND THESE TOS AND/OR THE CONDUIT PRIVACY POLICIES YOU AGREE IT IS YOUR RESPONSIBILITY TO CONTACT CONDUIT AND ASK FOR FURTHER INFORMATION AND/OR CLARIFICATION AT PRIVACY@CONDUIT.COM, PRIOR TO USING THE CONTENT SHARING SERVICES. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
- Limitation of Liability
IN NO EVENT SHALL CONDUIT, ITS LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WHICH MAY BE INCURRED BY YOU AS A RESULT OF: (I) ANY CHANGES WHICH CONDUIT MAY MAKE TO THE CONTENT SHARING SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE CONTENT SHARING SERVICES (OR ANY FEATURES WITHIN THE CONTENT SHARING SERVICES), (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE CONTENT SHARING SERVICES, (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY USER CONTENT, (IV) TERMINATION OF THE CONTENT SHARING SERVICES OR THE TOS AND DISCONTINUING THE OFFERING AND DISTRIBUTION OF ANY USER CONTENT, (V) YOUR FAILURE TO PROVIDE CONDUIT WITH ACCURATE ACCOUNT INFORMATION, (VI) YOUR FAILURE TO KEEP YOUR CONDUIT ACCOUNT DETAILS SECURE AND CONFIDENTIAL (IF APPLICABLE), (VII) ANY UNAUTHORIZED ACCESS TO OR USE OF THE CONDUIT SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (VIII) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE CONTENT SHARING SERVICES BY ANY THIRD PARTY, AND/OR (IX) ANY ERRORS OR OMISSIONS IN ANY SOFTWARE OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY USER CONTENT ON OR VIA THE CONTENT SHARING SERVICES. YOU SPECIFICALLY ACKNOWLEDGE THAT CONDUIT SHALL NOT BE LIABLE FOR ANY USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THE FOREGOING LIMITATIONS ON CONDUIT'S LIABILITY TO YOU SHALL APPLY WHETHER OR NOT CONDUIT HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. IN NO EVENT SHALL CONDUIT AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TOS, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED ONE HUNDRED DOLLARS (US $100.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY.
You agree to defend, indemnify, and hold harmless Conduit, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from: (i) your use of the Content Sharing Services or the Conduit Content; (ii) your violation of these TOS; (iii) your violation of any third party right, including without limitation any copyright, proprietary, property, publicity, or privacy right; (iv) any claim that your User Content caused damage of any kind whatsoever to a third party; or (v) your use of any User Content in any manner that is not permitted hereunder or in any manner that has violated the rights of the owner of such User Content. You shall cooperate as fully as reasonably required in the defense of any claim. Conduit reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. This defense and indemnification obligation will survive these TOS and the termination of your use of the Content Sharing Services.
- 15.1 You agree that Conduit may provide you with notices, including those regarding changes to these TOS, by email or regular mail, or postings as part of the Content Sharing Services.
- 15.2 You agree that if Conduit does not exercise or enforce any legal right or remedy which is contained in these TOS (or which Conduit has the benefit of under any applicable law), this will not be taken to be a waiver of Conduit's rights and that those rights or remedies will still be available to Conduit.
- 15.3 These TOS and any rights and license granted hereunder may not be transferred or assigned by you, but may be assigned by Conduit without restriction.
- 15.4 If any court of law having the jurisdiction to decide on this matter rules that any provision of these TOS is invalid, then that provision will be removed from these TOS without affecting the rest of these TOS. The remaining provisions of these TOS will continue to be valid and enforceable.
- 15.5 These TOS will be governed and construed in accordance with the laws of the State of New York, without regard to conflict of law principles. You consent to the exclusive jurisdiction and venue in the competent courts of the City of New York, New York over all actions relating to these TOS. You acknowledge and agree that damages for improper use of the Content Sharing Services may be irreparable; therefore, Conduit is entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies.
- 15.6 The email address provided by you or any other address associated with you, may be used by Conduit to send you notices. Conduit's address for receipt of notices is 950 Tower Lane, Suite 1788, Foster City, CA 94404.
Last updated: April 5, 2012