Welcome to www.conduit.com (together with its Content and peer sites, the "Site"). Please read the following Terms of Use ("Terms") carefully before using this Site so that you ("You" or "Your") are aware of Your legal rights and obligations with respect to Conduit Ltd., its affiliates and subsidiaries (individually and collectively, "Conduit" or "We").

We reserve the right, at our discretion, to modify these Terms at any time. Please check these Terms periodically for changes. Your continued use of this Site following the posting of changes to these Terms will mean You accept those changes.

1. Your Acceptance
   By using or visiting the Site, including without limitation contributing to or viewing the Site's Content (as defined below), You signify Your assent to (1) these Terms and (2) the Privacy and Legal policies located at the Privacy section and the Legal section at www.conduit.com ("Privacy Policy", "Legal Policies"). These Terms apply to all users of the Site. If You do not agree to these Terms or the Privacy Policy then please do not access or otherwise use the Site or any information contained herein.
    
2. Services
   The Site provides website syndication tools and information and enables You to access and use the Conduit on-line platform to create, maintain and customize a branded community toolbar or other website syndication solutions as provided by Conduit ("Services"). You agree that use of the Services is governed by the terms of the publisher agreement and any related agreements ("Publisher Agreement"). In the event of any conflict between the terms of the Publisher Agreement and these Terms, the terms of the Publisher Agreement shall govern and control.
    
3. Ability to Accept Terms
   To use Conduit's services You should affirm that You are over the age of 18 or the legal age at your local jurisdiction, as the Site is not intended for children under 18. If it comes to Conduit's attention through reliable means that a registered user is a child under 18 years of age, Conduit will cancel that user's account.
   
   Please note that the Site is not directed to children under the age of 13 as Conduit complies with the Children's Online Privacy Protection Act and all other applicable laws and regulations concerning children and the Internet.
    
4. Website Access
   
   1. Conduit hereby grants You permission to use the Site, provided that: (i) You will not copy, distribute or modify any part of the Site without Conduit's prior written authorization; (ii) You will not send unsolicited or unauthorized advertisements, spam, chain letters, etc., (iii) You will not transmit any Content which contains software viruses, or other harmful computer code, files or programs; (iv) You will not disrupt servers or networks connected to the Site; and (v) You comply with these Terms.
       
   2. In order to access some features of the Site, You will have to create an account. You may never use another's account without permission. When creating Your account, You must provide accurate and complete information. You are solely responsible for the activity that occurs on Your account, and You must keep Your account password secure. You must notify Conduit immediately of any breach of security or unauthorized use of Your account. You will be liable for any use made of Your account or password and the losses of Conduit or others due to such unauthorized use. Conduit will not be liable for Your losses caused by any unauthorized use of Your account.
       
   3. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," and "offline readers," that accesses the Site in a manner that sends more request messages to the Conduit servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Conduit grants the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Conduit reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names or e-mail addresses, from the Site, nor to use the communication systems provided by the Site for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Site with respect to their User Submissions.
       
   4. Conduit has the right to terminate Your access to the Site, in its sole discretion, immediately and with or without cause.
       
5. Intellectual Property Rights
   The content on the Site, including without limitation, the text, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, services, User Submissions and any other content on the Site ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Conduit. Content on the Site is provided to You "AS IS" for Your information and personal use only and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without Conduit's prior written consent. Conduit reserves all rights not expressly granted in and to the Site. If You download or print a copy of the Content for personal use, You must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site.
   
   "Conduit", "Conduit Connect" the Conduit logo, and other marks are Marks of Conduit or its affiliates. All other trademarks, service marks, and logos used on our Site are the trademarks, service marks, or logos of their respective owners. For use of Conduit marks please refer to Conduit Trademark policy (available at the Legal section at www.conduit.com).
   
   This section shall survive any termination of these Terms.
    
6. User Submissions
   
   1. The Site may permit the submission of Content by You and other users on the Site ("User Submissions") and the hosting, sharing and publishing of such User Submissions. You understand that whether or not such User Submissions are published on the Site, Conduit does not guarantee any confidentiality with respect to any User Submissions. Conduit has complete discretion whether to publish Your User Submissions. You shall be solely responsible for Your User Submissions and the consequences of posting or publishing them. For avoidance of any doubt, the definition of User Submission does not include PUBLISHER Materials (as such term is defined in the Publisher Agreement).
       
   2. You shall be solely responsible for Your own User Submissions and the consequences of posting or publishing them on the Site. You represent and warrant that: You own or have the necessary rights and permissions to use and authorize Conduit to use all Intellectual Property Rights in and to any User Submissions, and to enable inclusion and use thereof as contemplated by the Site and these Terms. "Intellectual Property Rights" means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of Your ownership rights in Your User Submissions. However, by submitting the User Submissions to Conduit, You hereby grant Conduit a worldwide, non-exclusive, royalty-free, perpetual, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of display, and perform the User Submissions in connection with the Site and Conduit's (and its successor's) business, including without limitation for redistributing part or all of the User Submission (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Site or other viewer of the User Submission a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions.
       
   3. You agree that You will not display, post, submit, publish or transmit a User Submission that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless You are the owner of such rights; (iii) creates a risk to a person's safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (vii) involves theft, money laundering or terrorism; or (viii) is otherwise malicious or fraudulent.
       
   4. You understand that when using the Site, You may be exposed to User Submissions from a variety of sources, and that Conduit is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You may have against Conduit with respect thereto, and agree to indemnify and hold Conduit, its owners, affiliates, employees, agents and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to Your use of the Site.
       
7. Disclosure
   We reserve the right to access, read, preserve, and disclose any User Submission (whether published or not) or any other information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (b) enforce these Terms, including investigation of potential violations of it, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of Conduit, its users or the public.
    
8. Links The Site may contain links to third party websites that are not owned or controlled by Conduit. Conduit is not affiliated with those websites, has no control over those websites, and assumes no responsibility for the content, privacy policies, or practices of any third party websites. In addition, Conduit will not and cannot censor or edit the content of any third-party site. By using the Site, You expressly release Conduit from any and all liability arising from Your use of any third-party website. Accordingly, We encourage You to be aware when You have left the Site and to read the terms and conditions and privacy policy of each other website that You visit.
    
9. Report
   Conduit is committed to the privacy and safety of its Publishers and their End-users (as such terms are defined in the Publisher Agreement). If You have any concern about Privacy or Security issues related to the Site or Services please contact us at your earliest convenience: legal@conduit.com.
   
   Conduit respects the legal rights of third parties. If You have a reason to believe that any of our Publishers has infringed upon your legal rights (including but not limited intellectual property rights) or violated the terms of the Publisher Agreement while utilizing the Conduit platform, we encourage You to report it to us at Your earliest convenience. As soon as we receive Your notification, we will, at our discretion, examine your complaint and take the necessary measures to resolve it. Please follow the reporting procedure as listed in www.conduit.com or email: legal@conduit.com.
    
10. Limitation of Liability and Warranty
    THE FOLLOWING SECTION REGARDING LIMITATION OF LIABILITY AND WARRANTY APPLIES WHETHER OR NOT THE SERVICES PROVIDED UNDER THE SITE ARE FOR PAYMENT.
    
    EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND CONDUIT, THE SITE (INCLUDING THE CONTENT AND ANY SERVICES PROVIDED THEREBY) IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND INCLUDING WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WHILE WE MAKE REASONABLE EFFORTS TO ENSURE THAT THE SITE WILL FUNCTION AS CLAIMED, CONDUIT DOES NOT GUARANTEE THAT THE SITE WILL BE FREE OF BUGS, SECURITY BREACHES, VIRUS ATTACKS AND THE LIKE, OR THAT IT WILL ALWAYS BE AVAILABLE. THE SITE WILL OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. IN ADDITION, YOU AGREE THAT CONDUIT WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO ITS USERS THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS, ETC.
    
    EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, CONDUIT DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE SITE.
    
    YOU SPECIFICALLY ACKNOWLEDGE THAT CONDUIT SHALL NOT BE LIABLE FOR USER SUBMISSIONS 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.
    
    CONDUIT DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT APPEARS IN ITS USERS' SUBMISSION OR THAT IS FEATURED OR ADVERTISED ON THE SITE.
    
    YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTION WITH OTHER CONDUIT USERS. IF YOU HAVE A DISPUTE WITH ANY OTHER USER OF THE SITE, YOU AGREE THAT CONDUIT IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. CONDUIT RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE BETWEEN TWO OR MORE USERS, ARISING OUT OF THEIR USE OF THE SITE.
    
    UNDER NO CIRCUMSTANCES SHALL CONDUIT, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, ASSIGNS AND AGENTS BE LIABLE FOR ANY LOSS OF MONEY, GOODWILL, REPUTATION, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE EVEN IF CONDUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT AND WITHOUT LIMITING THE GENERALITY OF THIS SECTION TO THE EXTENT PERMITTED BY LAW YOU AGREE THAT THE CONDUIT'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES AND LOSSES SHALL NOT IN ANY CIRCUMSTANCES EXCEED AN AGGREGATE OF THE AMOUNT PAID BY YOU, IF ANY, IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, FOR ACCESSING AND USING THE SITE.
    
    SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. Indemnity
    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 Site; (ii) Your violation of these Terms; (iii) Your violation of the terms which apply to Your User Submission; (iv) Your violation of any third party right, including without limitation any copyright, property, publicity or privacy right; or (v) any claim that one of Your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms and Your use of the Site.
     
12. Assignment
    These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Conduit without restriction.
     
13. General
    Conduit reserves the right to discontinue or modify any aspect of the Site at any time. These Terms, the Privacy Policy and the relationship between You and Conduit are governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflict of laws. You and Conduit agree to submit to the personal and exclusive jurisdiction of the federal and state courts located in New York, New York and waive any jurisdictional, venue, or inconvenient forum objections to such courts. These Terms, together with the Privacy Policy and any other legal notices published by Conduit on the Site, shall constitute the entire agreement between You and Conduit concerning the Site. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Conduit reserves the right to amend these Terms at any time and without notice, and it is Your responsibility to review these Terms for any changes. Your use of the Site following any amendment of these Terms will signify Your assent to and acceptance of its revised terms. YOU AND CONDUIT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
     

Last updated: Feb 20, 2008