TERMS OF SERVICE

Last Updated January 4, 2022
Version 2

The following Terms of Service (the “Agreement”) governs your use of the software services provided by Conduit Financial Technologies Corp. and its affiliates (collectively, “Conduit”) accessible through the Conduit API (the “Services”). By accessing, using, or attempting to access or use the Services, you acknowledge and agree that you have read, understood and accepted all terms and conditions contained in this Agreement as well as our Privacy Policy. If you do not agree, you may not access and must immediately cease any use of the Services. We may amend this Agreement from time to time by posting a revised version to the website and sending notice to the email associated with your account (if applicable)and may do so without advance notice to you. Accordingly, please review the Agreement posted at this location on a periodic basis. Each time you use the Services, you agree to be bound by the terms of the Agreement in effect at the time of your use thereof. If you do not agree to the revised terms, you are not permitted to use the Services.

1. Eligibility; Limitations

You must be an individual of at least 18 years of age who is a legal resident of a qualifying jurisdiction to enter into this Agreement. Conduit does not support debit cards, prepaid cards or credit cards. Use of certain Services may have further eligibility requirements that will need to be verified prior to you using such Services or from time to time in order to continue your use of the Services. Certain features of the Services may be limited depending on local requirements, the date on which you create your Conduit Account, or other factors.

2. Registration Process; Identity Verification

When registering with Conduit, you must provide current, complete, and accurate information for all required elements on the registration page, including your full legal name. If any of this information changes, it is your obligation to update such information as soon as possible. From time to time we may also require you to provide further information as a condition for continued use of the Services or to access additional Services, including but not limited to a copy of your government issued photo ID or evidence of residency such as a lease or utility bill.

If you wish to link a bank account, you authorize Conduit, directly or through third parties, to make any inquiries we deem necessary to validate your identity and account information. This may include requesting further information about you such as your date of birth, email address, physical address, identification number, and bank account information so that we can confirm your identity. We reserve the right to maintain your account registration information after you close your account for business and regulatory compliance purposes.

From time to time we may be required to request further information regarding your transactions in order to comply with federal and state law. Failure to provide such information in a timely fashion may result in the suspension of your ability to use the Services (until you provide such information) or the closure of your Conduit Account.

In order to prevent fraud and to comply with federal and state laws, if you want to link a bank account in order to make a deposit, we need to make sure that you are who you say you are.

3. Privacy

We are committed to protecting your personal information and helping you understand exactly how your personal information is being used. You should carefully read our Privacy Policy, as it provides details on how your personal information is collected, stored, protected, and used.

4. Communications

By entering into this Agreement, you agree to receive electronic communications and notifications in accordance with our E-Sign Consent Policy. Printing and mailing correspondence, disclosures, and account statements takes time and money, so we like to handle these matters electronically.

This Agreement is provided to you and concluded in English. We will also communicate with you in English for all matters related to your use of our Services. Where we have provided you with a translation of the English language version of this Agreement, you agree that the translation is provided for your convenience only and that the English language version of the Agreement will govern your use of the Services.

5. Security of User Information

You are responsible for maintaining the confidentiality and security of any and all account names, user IDs, passwords, personal identification numbers (PINs) and mobile unlock codes that you use to access the Services. You are responsible for keeping your email address up to date in your account profile and for maintaining the confidentiality of your user information. You agree to (i) notify Conduit immediately if you become aware of any unauthorized use of the Services or any other breach of security regarding the Services and (ii) enable all relevant security features such as two-factor authentication and PIN Code or related access control. Conduit will not be liable for any loss or damage arising from your failure to protect your account information.

We shall not bear any liability for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We advise the regular use of a reliable virus and malware screening and prevention software. If you question the authenticity of a communication purporting to be from Conduit, you should login to your account through the Conduit website (www.conduit.financial) rather than clicking links contained in such emails.

We go to great lengths to protect your account, but we need you to do the same. It is important that you always protect not only your Conduit password but also the email account associated with your account and any device used to access your account.

6. Account Suspension & Closure

We may, in our sole and absolute discretion, without liability to you or any third party, refuse to let you open an account, suspend your account, or terminate your account or your use of one or more of the Services. Such actions may be taken as a result of account inactivity, failure to respond to customer support requests, failure to positively identify you, insufficient funds notice from your bank, or your violation of the terms of this Agreement.

If you have a balance remaining in an account which has been suspended or closed, you will be able to recover such funds, unless prohibited by law or a court order or where we have determined that such funds were obtained fraudulently. We reserve the right to require you to provide further identifying information before processing such withdrawal or transfer requests and to delay or prohibit such withdrawal or transfer if we believe fraudulent or illegal activity has occurred. If you are unable to log into your account, you will need to contact Support to process such withdrawal.

In the event that Conduit closes your account and it remains closed for thirty (30) days, Conduit may, in its sole discretion, convert all of the Digital Currency you hold in your account to U.S. Dollars at the then applicable Conversion Rate and withdraw such funds to your linked bank account in order to finalize your account closure. In the event that your account is closed, including, but not limited to, as result of your violation of the terms of this Agreement, Conduit may, at its sole discretion, also terminate your access to other Services, if applicable.

You may terminate this Agreement at any time by closing your account and discontinuing use of the Services. Upon termination of this Agreement and your account with us, you remain liable for all activity conducted on or with your account while it was open.

If we suspect you are using your account in violation of laws or this Agreement, we can close your account. If your account is closed, we may require you to complete additional identity verification and fraud prevention steps in order to access funds in that closed account. We may also convert all your holdings to U.S. Dollars for the purpose of withdrawing your full balance to your linked bank account to complete your account closure.

7. Services

Conduit provides you with a convenient way to establish an account for purposes of (i) depositing funds from a linked bank account and withdrawing such funds to the same, (ii) buying, selling, and holding Digital Currencies, and (iii) withdrawing funds to a linked bank account.

Depositing Funds

To deposit funds into your account you must link and verify a bank account that is held in your own name.

By linking a bank account to Conduit, you authorize Conduit to communicate with your bank or card issuer to provide or obtain any information required by Conduit or your bank or card issuer in connection with providing the Services to you. By providing this information your bank is neither endorsing Conduit nor is it in any way responsible for the Services.

When you use your bank account to deposit funds, you are requesting an electronic transfer of funds. For bank account transactions, Conduit will make electronic fund transfers from your bank account in the amount you specify. You agree that such requests constitute your authorization to Conduit to make such transfers. Once you have provided your authorization for a transfer, you will not be able to cancel the electronic transfer. You hereby give Conduit the right to re-submit any electronic fund transfer you authorized that is returned for insufficient or uncollected funds. You also authorize us to amend your account activity to correct such error. You authorize Conduit to take necessary action to reverse, credit, or debit any payment in connection with any necessary chargebacks, reversals, refunds, or adjustments.

Conduit does not guarantee your ability to complete deposits, and deposits may be delayed or unavailable as a result of system downtime or as Conduit may determine in its sole discretion.

Buying Digital Currencies

To buy Digital Currency using your account you must first have completed a deposit and have a qualifying balance sufficient to cover the amount of Digital Currency being acquired. Once you have completed a purchase of Digital Currency, your account will reflect any changes to the underlying balance in the amounts reflected on the screen displayed prior to transaction confirmation.

Once such purchase transaction has been confirmed and reflected in your account balance, such sale is final and irreversible.

Conduit does not guarantee your ability to buy Digital Currency, and your ability to buy Digital Currency may be delayed or unavailable as a result of availability of such Digital Currency, Digital Currency network issues, system downtime, or as Conduit may determine in its sole discretion.

Withdrawing Funds

To withdraw funds from your account you have a linked and verified bank account that is held in your own name. When you execute a withdrawal, you authorize Conduit to take all necessary steps to verify such bank account before processing such withdrawal.

Conduit does not guarantee your ability to complete withdrawals, and withdrawals may be delayed or unavailable as a result of bank issues, Conduit system downtime or as Conduit may determine in its sole discretion is necessary to investigate fraud or illegal activity. Your ability to withdraw funds may also be prohibited or delayed if you have deposits that have been credited but not yet settled.

8. Fees

Except for the fees listed in this Agreement, Conduit does not charge any fees for depositing U.S. Dollars from a linked bank account, maintaining a balance in U.S. Dollars or withdrawing U.S. Dollars to a linked bank account. You are responsible for any fees that may be charged by your bank in connection with deposits or withdrawals. Conduit is not responsible for any charges that you incur based on delayed processing of deposits or withdrawals that might result from overdraft fees or otherwise.

9. Risk Disclosures

The value of Digital Currencies can be extremely volatile and unpredictable and can result in significant loss in a short period of time. The value of Digital Currencies may be derived from the continued willingness of market participants to exchange U.S. Dollars (or other fiat currencies) for Digital Currency, which may result in the potential for permanent and total loss of value of a particular Digital Currency should the market for that Digital Currency disappear. There are a number of other factors, all of which are outside of the control of Conduit, that might result in a sudden and significant decline in the value of a given Digital Currency, including, but not limited to: (i) technical defects, limitations or changes to a given Digital Currency, (ii) the emergence of competing Digital Currencies, (iii) adverse actions taken by regulators or law enforcement (whether in the United States or globally) or (iv) the occurrence of a “fork” of a given Digital Currency (as detailed further below).

The ability for you to purchase Digital Currencies using Conduit is contingent on Conduit’s ability to source inventory of such Digital Currencies from third party providers that are outside of Conduit’s control; therefore, Conduit makes no promises as to the timing or availability of the ability to purchase Digital Currencies using its Services.

The software protocols that underlie Digital Currencies are typically open-source projects, which means that (i) the development and control of such Digital Currencies is outside of Conduit’s control and (ii)such software protocols are subject to sudden and dramatic changes that might have a significant impact on the availability, usability or value of a given Digital Currency.

While U.S. Dollar deposits held in your account are afforded FDIC insurance, Digital Currencies are not afforded the protections of FDIC insurance or any other government-backed or third-party insurance scheme

10. FDIC Insurance

This Section applies only to account balances held in U.S. Dollars, not Digital Currency. Digital Currency balances are not covered by insurance.

When you add funds to your U.S. Dollar-denominated Invest Account, the funds will be placed by us into one or more custodial accounts (“Custodial Account”) maintained for the benefit of Conduit users at one or more banks insured by the Federal Deposit Insurance Corporation (“FDIC”), which have been established to provide pass-through FDIC insurance. Subject to the limitations set forth below, this means that if a bank holding a Custodial Account fails, you should be insured by the FDIC up to the per-depositor coverage limit then in place (currently $250,000 in most instances). Note that the FDIC insurance maximum applies to all funds you have on deposit with the bank that fails. Therefore, this limit applies to all funds you have deposited with Conduit, whether held in your primary account, or in any account you hold in connection with a different Conduit product or service. In addition, the amount of your Conduit -related funds in the Custodial Account are added to any other funds that you have in deposit accounts held in the same right and capacity at the failed bank for purposes of calculating deposit insurance coverage.

Your Conduit funds will not receive the benefit of FDIC insurance before they are placed in one of the Custodial Accounts referenced above. In most instances, we will place funds into the Custodial Accounts no later than the business day after those funds are credited to your Conduit account. FDIC insurance coverage is contingent upon our maintaining accurate records and on determinations of the FDIC as receiver at the time of a receivership of a bank holding a Custodial Account.

FDIC pass-through insurance protects funds placed on behalf of a Conduit user against the risk of loss (up to the then applicable FDIC deposit insurance limits) should any FDIC-insured bank(s) where we maintain Custodial Account(s) fail.

FDIC pass-through insurance does not protect you against the risk of our insolvency. In the unlikely event of our insolvency, funds we place in a Custodial Account should be protected from claims by our creditors; however, it is possible that funds that we hold before placement in a Custodial Account will not be protected from claims by our creditors. Even if funds in your Conduit account (whether held by us or held in a Custodial Account) are protected from claims by our creditors, in the unlikely event of our insolvency, it is possible that you will not have access to those funds while court or other legal proceedings are ongoing.

FDIC pass-through insurance also does not protect you against the risk that an attempted funding of your Conduit account might fail to complete or be reversed (for example, if a deposit that you complete with us is dishonored or a related credit is reversed after initial honor).

11. Transaction Limits

Conduit reserves the right to change the deposit, withdrawal, conversion, storage, and velocity limits on your account as we deem necessary. We may establish individual or aggregate transaction limits on the size or number of deposits, withdrawals, purchases, or sales that you make during any specified time period.

12. Right to Change or Remove Features

We reserve the right to change, suspend, or discontinue any aspect of the Services at any time, including hours of operation or availability of any feature, without notice and without liability. We may decline to process any deposit, withdrawal, purchase, or sale without prior notice and may limit or suspend your use of one or more Services at any time, in our sole discretion. Suspension of your use of any of the Services will not affect your rights and obligations pursuant to this Agreement. We may, in our sole discretion, delay deposits, withdrawals, purchases, or sales if we believe the transaction is suspicious, may involve fraud or misconduct, violates applicable laws, or violates the terms of this Agreement.

13. Refunds; Reversals

Once a transaction has been initiated, it cannot be reversed. Deposits using a bank account may be reversed or may be subject to a chargeback or related claim. Except as set forth in this Agreement, all payment transactions processed through the Services are non-refundable. You may have additional refund or chargeback rights under your agreement with the recipient of such funds, your bank, or applicable law. You should periodically review statements from your bank, which should reflect all applicable payment transactions made using that payment method. You can also always access the record of your transactions by logging into your Conduit account.

14. Restricted Activities

In connection with your use of Services, you hereby agree that you will not:

  • violate (or assist any other party in violating) any applicable law, statute, ordinance, or regulation;
  • intentionally try to defraud (or assist in the defrauding of) Conduit or other Conduit users;
  • provide false, inaccurate, or misleading information;
  • take any action that interferes with, intercepts, or expropriates any system, data, or information;
  • partake in any transaction involving the proceeds of illegal activity;
  • transmit or upload any virus, worm, or other malicious software or program;
  • attempt to gain unauthorized access to other Conduit accounts, the Conduit website, or any related networks or systems;
  • use the Services on behalf of any third party or otherwise act as an intermediary between Conduit and any third parties;
  • collect any user information from other Conduit users, including, without limitation, email addresses; or
  • defame, harass, or violate the privacy or intellectual property rights of Conduit or any other Conduit users.

15. Taxes

Conduit will maintain a record of your transaction history, which you will be able to access through your account for purposes of making any required tax filings or payments, but it is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and to collect, report, and remit the correct tax to the appropriate tax authority. Conduit will make any tax withholdings or filings that we are required by law to make, but Conduit is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction.

16. Indemnification; Release

You agree to indemnify and hold Conduit, its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives harmless from any claim or demand (including attorneys’ fees and any losses, fines, fees or penalties imposed by any regulatory authority) arising out of your breach of this Agreement, your violation of any law or regulation or your use of the Services.

If you have a dispute with one or more users or third parties, you release Conduit (and its affiliates and service providers, and each of their officers, directors, agents, joint ventures, employees and representatives) from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

17. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CONDUIT AND OUR AFFILIATES ANDSERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINTVENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANYINDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, ORDAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSSOF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CIRCLE HAS BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT,TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USEOR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OFSUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA,INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED ORTRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZEDACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHERMATTER RELATING TO THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES ORTHE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIALDAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOTAPPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES ORWITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USEOF THE SERVICES AND CLOSE YOUR ACCOUNT.

THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION ORWARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. CIRCLE, OUR AFFILIATES, ANDOUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, ANDSUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE,MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.CONDUIT MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOURREQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ORERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OROTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.

Conduit will make reasonable efforts to ensure that requests for electronic debits are processed in a timely manner, but Conduit makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from state to state.

18. Force Majeure

Conduit shall have no liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, and Internet disturbances.

19. Choice of Law; Arbitration

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to conflicts of laws provisions. Unless otherwise agreed in writing by you and Conduit, any dispute between you and Conduit related in any way to, or arising in any way from, our Services or this Agreement (“Dispute”) shall be finally settled on an individual, non-representative basis in binding arbitration in accordance with the American Arbitration Association (“AAA”) rules for arbitration of consumer-related disputes (available from AAA on its website at www.adr.org), as modified by this Agreement, or in accordance with rules on which we may mutually agree; provided, however, that to the extent a Dispute is within the scope of a small claims court’s jurisdiction, either you or Conduit may commence an action in small claims court, in the county of your most recent physical address, to resolve the Dispute.

Any arbitration will be conducted by a single, neutral arbitrator and shall take place in the county of your most recent physical address. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law. The arbitral decision may be enforced in any court of competent jurisdiction. An arbitral decision is subject to very limited review by a court. This Agreement evidences a transaction involving interstate commerce, and therefore, the Federal Arbitration Act (“FAA”) applies to this Agreement. We each agree that the FAA, and not state law, shall govern whether a Dispute is subject to arbitration.

20. Amendments

We may amend any portion of this Agreement at any time by posting the revised version of this Agreement with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you use the Services after the initial posting of the revised Agreement and shall apply on a going-forward basis with respect to transactions initiated after the posting date. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your Conduit account. You agree that we shall not be liable to you or any third-party asa result of any losses suffered by any modification or amendment of this Agreement.

If the revised Agreement includes a material change, we will provide you with prior notice via our website and/or email before the material change becomes effective. For this purpose, a “material change” means a significant change other than changes that (i) are to your benefit, (ii) are required to be made to comply with applicable laws and/or regulations or as otherwise required by one of our regulators, (iii)relates to a new product or service made available to you, or (iv) to otherwise clarify an existing term.

21. Assignment

You may not transfer or assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise and any such attempted assignment shall be void. We reserve the right to freely assign this Agreement and the rights and obligations of this Agreement to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop using our Services and terminate this Agreement by contacting Support and asking us to close your account.

22. Survival

Upon termination of your account or this Agreement for any other reason, all rights and obligations of the parties that by their nature are continuing will survive such termination.

23. Third Party Applications

If you grant express permission to a third party to connect to your Conduit account, either through the third party's product or through Conduit, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. Further, you acknowledge and agree that you will not hold Conduit responsible for, and will indemnify Conduit from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant.

24. Third Party Content

Conduit strives to provide accurate and reliable information and content on the Conduit website, but such information may not always be correct, complete, or up to date. Conduit will update the information on the Conduit website as necessary to provide you with the most up to date information, but you should always independently verify such information. The Conduit website may also contain links to third party websites, applications, events or other materials (“Third Party Content”). Such information is provided for your convenience and links or references to Third Party Content do not constitute an endorsement by Conduit of any products or services. Conduit shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained on the Conduit website or in any Third Party Content.

25. Limited License

We grant you a limited, non-exclusive, non-sublicensable, and non-transferable license, subject to the terms and conditions of this Agreement, to access and use the Services solely for approved purposes as determined by Conduit. Any other use of the Services is expressly prohibited. Conduit and its licensors reserve all rights in the Services and you agree that this Agreement does not grant you any rights in or licenses to the Services except for the limited license set forth above. Except as expressly authorized by Conduit, you agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in whole or in part. If you violate any portion of this Agreement, your permission to access and use the Services may be terminated pursuant to this Agreement. The website and all logos related to the Services are either trademarks, or registered marks of Conduit or its licensors. You may not copy, imitate, or use them without Conduit’s prior written consent. All right, title, and interest in and to the Conduit website, any content thereon, the Services, and all technology and any content created or derived from any of the foregoing is the exclusive property of Conduit and its licensors.

26. Unclaimed Property

If Conduit is holding funds in your account, and Conduit is unable to contact you and has no record of your use of the Services for several years, applicable law may require Conduit to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, Conduit will try to locate you at the address shown in our records, but if Conduit is unable to locate you, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. Conduit reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

27. Legal Compliance

The Services are subject to United States Export Administration Regulations, and, by using the Services, you represent that your actions are not in violation of such export control restrictions. Without limiting the foregoing, you may not use the Services if (i) you are a resident, national or agent of Cuba, North Korea, Sudan, Syria or any other country to which the United States embargoes goods (“Restricted Territories”),(ii) you are on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals(“Restricted Persons”), or (iii) you intend to transact with any Restricted Territories or Restricted Persons.

28. Entire Agreement

The failure of Conduit to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties. The heading and explanatory text are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. This Agreement, including Conduit’s policies governing the Services referenced herein, the Privacy Policy, and the E-Sign Consent constitute the entire agreement between you and Conduit with respect to the use of the Services. This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and Conduit and other Conduit affiliates which each shall be a third-party beneficiary of this Agreement, and no other person shall assert any rights as a third-party beneficiary hereunder.