Terms of Use

1. BINDING EFFECT. This is a binding agreement. By using the Internet site located at CONDUCE.COM (the "Site"), any services provided in connection with the Site (the "Service"), or any software included on the Site or Service or transmitted to you (the "Software"), you agree to abide by these Terms of Use, as they may be amended by Conduce Inc., a Delaware corporation ("Company"), from time to time in its sole discretion. Company will post a notice on the Site any time these Terms of Use have been changed or otherwise updated. It is your responsibility to review these Terms of Use periodically, and if at any time you find these Terms of Use unacceptable, you must immediately leave the Site and cease all use of the Service and the Site. YOU AGREE THAT BY USING THE SITE, SERVICE, OR SOFTWARE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

2. PRIVACY POLICY. Company respects your privacy and permits you to control the treatment of your personal information. A complete statement of Company’s current privacy policy can be found at http://www.conduce.com/privacy-policy. Company’s privacy policy is expressly incorporated into this Agreement by this reference.

3. INTELLECTUAL PROPERTY.

3.1 You acknowledge that this Site, including, without limitation, any and all content available on or through this Site, the Service, and the Software are the property of the Company or its licensors, and that the Site, Service, and Software are protected by copyrights, trademarks, service marks, patents, international treaties and/or other proprietary or intellectual property rights and laws of the U.S. and other countries. The Company, for your noncommercial use and benefit. Company does not transfer either the title or the intellectual property rights to the Site, Service, or Software to you, and Company retains full and complete title to the Site, Service, and the Software, as well as all intellectual property rights therein. You may not sell, redistribute, or reproduce the any content on this Site or the Service or included in any Software, nor may you decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form. All trademarks, service marks, and logos are owned by Company or its licensors, and you may not copy or use them in any manner. You may not use data mining, robots, screen scraping, or similar data gathering and extraction tools on this site, except with our express written consent as noted below.

3.2 If you would like to link to this Site, you must comply with the following conditions:

A. Do not incorporate any content of the Site, Service, or Software, or content from any other Company site, into your web site or online service (e.g., by in-lining, framing or creating other browser or border environments around Company content). You may only link to this Site, or any other Company site, by providing an underlined, textual link from your web site to the home page of that Company site (an "Authorized Link"). "Home Page" means the introductory or main web page of a web site or online service, typically serving as a table of contents for the site. No other link to any Company site is permitted without the express, prior written approval of Company.

B. You may not present an Authorized Link to any Company home page in a manner that suggests that Company has any relationship or affiliation with your site or endorses your site, products or services.


C. Your site must not present false information about Company, its products or services.

3.3 You may not use any of Company's names, logos, designs, slogans, trademarks or service marks or any other words or codes identifying any Company site in any "metatag" or other information used by search engines or other information location tools to identify and select sites, without Company's express, prior written permission for a particular use.

3.4 Your site must not contain content that could be construed as distasteful, offensive or controversial.

3.5 Company prohibits unauthorized links to its web sites, including the Site, and the framing of any information contained on its sites, or any portion of its sites, without the express, prior written approval of Company. Furthermore, you may not archive, cache, or mirror any Company web page or portions of a web page, including those served on the Site. Company reserves the right to disable any unauthorized links or frames. Company hereby disclaims all liability for any material on other web sites or online services that may contain links to this Site.

3.6 If you would like to use, reprint, frame, or redistribute any content on any Company web site other than as permitted herein or use data mining, robots, screen scraping, or similar data gathering and extraction tools on any Company web site, you must request permission from Company by writing to info@conduce.com. Please include: (a) your name, e-mail address, and telephone number; (b) the name of your company; (c) the web site address(es) where the proposed use will occur; and (d) specific details about the contemplated activities, including the content or web page(s) of the site which you would like to use.

4. COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS. When accessing the Site, using the Service, or using the Software, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Site, Service, and Software is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, "Content") in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.

5. COPYRIGHT INFRINGEMENT. Company has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or with the Service. Company has adopted a policy that provides for the immediate suspension and/or termination of any Site or Service user who is found to have infringed on the rights of Company or of a third party, or otherwise violated any intellectual property laws or regulations. Company’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Company to delete, edit, or disable the material in question, you must provide Company with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed 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 Company to locate the material; (d) information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) 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 (f) 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. For this notification to be effective, you must provide it to

Company’s designated agent at:

Name: Christopher A. Harper Conduce Inc.
Attn: Website Takedown Notice 351 Paseo Nuevo, 2nd Floor, Santa Barbara, CA 93101 Facsimile: (805) 684-6850
Email: ch@conduce.com

6. ALLEGED VIOLATIONS. Company reserves the right to terminate your use of the Site, Service or Software. To ensure that Company provides a high quality experience for you and for other users of the Site, the Service, and the Software, you agree that Company or its representatives may access any information it has obtained about you on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site, the Service, or the Software. Company does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Company reserves the right to terminate your account or your access to the Site, Service, or Software immediately, with or without notice to you, and without liability to you, if Company believes that you have violated any of the Terms of Use, furnished Company with false or misleading information, or interfered with use of the Site, the Service, or the Software by others.

7. NO WARRANTIES. COMPANY HEREBY DISCLAIMS ALL WARRANTIES. COMPANY IS MAKING THE SITE, SERVICE, AND SOFTWARE AVAILABLE "AS IS" WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE, SERVICE, OR SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICE, AND SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SITE, SERVICE, OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE, SERVICE, OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

8. LIMITED LIABILITY. COMPANY’S LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR ANY OTHER MATERIALS, SERVICES, OR SOFTWARE PROVIDED TO YOU BY COMPANY. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.

9. EXCLUSIONS AND LIMITATIONS. SOME JURISDICTIONS DO NOT PERMIT THE
EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND, IN SUCH INSTANCES, COMPANY'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT
PERMITTED BY LAW.

10. AFFILIATED SITES. Company has no control over, and no liability for any third party websites or materials. Company works with a number of partners and affiliates whose Internet sites may be linked with the Site. Because neither Company nor the Site has control over the content and performance of these partner and affiliate sites, Company makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and Company assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Company makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms of Use shall govern your use of any and all third party content.

11. PROHIBITED USES. Company imposes certain restrictions on your permissible use of the Site, Service, and Software. You are prohibited from violating or attempting to violate any security features of the Site, Service, or Software, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Service, Site, and Software, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, "flooding," "spamming," "mail bombing," or "crashing;" (d) using the Site or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or (f) attempting to modify, reverse- engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code or Software used by Company in providing the Site or Service or provided to you from the Site or Service. Any violation of system or network security may subject you to civil and/or criminal liability.

12. INDEMNITY. You agree to indemnify Company for certain of your acts and omissions. You agree to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Site, Service, or Software, your violation of these Terms of Use, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. Company will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

13. COPYRIGHT. All contents of the Site and Service are Copyright © 2016 Conduce Inc. All rights reserved.

14. GOVERNING LAW. These Terms of Use shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in county of Santa Barbara in all disputes arising out of or related to the use of the Site, Service, or Software.

15. SEVERABILITY; WAIVER. If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

16. NO LICENSE. Nothing contained on the Site should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by Company or by any third party.

17. CALIFORNIA USE ONLY. The Site is controlled and operated by Company from its offices in the State of California. Company makes no representation that any of the materials or the services to which you have been given access are available or appropriate for use in other locations. Your use of or access to the Site should not be construed as Company’s purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California.

18. MODIFICATIONS. Company may, in its sole discretion and without prior notice, (a) revise these Terms of Use; (b) modify the Site, Service or Software; and (c) discontinue the Site, Service, or Software at any time. Company shall post any revision to these Terms of Use to the Site, and the revision shall be effective immediately on such posting. You agree to review these Terms of Use and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site or Service or to use any Software following notice of any revision, you shall abide by any such revision.

19. STATUTE OF LIMITATIONS. You agree that regardless of any statue or law to the contrary, any claim under this Agreement must be brought within one (1) year after the cause of action arises, or such claim or cause of action is forever barred.

20. ASSIGNMENT. Company may assign or delegate some or all of its rights and obligations under this Agreement.

21. ACKNOWLEDGEMENT. BY USING THE SERVICE OR ACCESSING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.