TERMS & CONDITIONS OF SERVICE
PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE (“Terms”) COMPLETELY AND CAREFULLY AS THEY GOVERN YOUR ATTEMPTS TO ACCESS, ACCESS, AND USE OF ALL SOFTWARE AND TECHNOLOGY PRODUCTS AND SERVICES PROVIDED BY AND THROUGH CONDUIT TECHNOLOGY, INC., INCLUDING ALL SUBSIDIARIES, AFFILIATES, AND OTHER ENTITIES UNDER COMMON CONTROL WITH CONDUIT TECHNOLOGY, INC. (HEREINAFTER COLLECTIVELY REFERRED TO AS “Conduit”).
1. Eligibility and limitations
You must be legally capable of entering into a contractual agreement to use our Property. For example, in the United States you would need to be at least 18 years of age and, if representing a company (“institution”), possess the legal authority to enter into agreements on behalf of the institution. Use of certain products or services may require additional eligibility requirements, agreements, data, or verification requirements prior to you using such products or services, or to continue using such products or services. Certain products or services may be limited, restricted, or prohibited in certain locations.
2. Amendments of these Terms and our right to modify our Property and features
Conduit reserves the right, at its sole discretion, to amend anything contained in these Terms at any time. Any amendments will be effective immediately upon posting the amended Terms on our Property as indicated by the Effective Date and you waive any right you may have to receive specific notice of such amendments. Your continued use of our Property following the posting of an amendment will confirm your acceptance of such amendments; you should, therefore, frequently review where these Terms are posted on our Sites (https://www.conduit.fi/terms-of-service or https://www.conduit.financial/terms-of-service). If you do not agree to the amended Terms, you must stop using our Property.
Conduit reserves the right to, without prior notice and at our sole discretion, discontinue or modify, permanently or temporarily, our Property, or any features or portions thereof. Conduit reserves the right to, at our sole discretion and without prior notice, delay, decline, or suspend any deposit, withdrawal, purchase, sale, or transfer and may limit or suspend attempts to use, or usage of our Property at any time. You agree that Conduit will not be liable for any delay, decline, discontinuance, modification, or suspension of our Property or any portion thereof. If Conduit takes any of the foregoing actions set forth in this paragraph, such actions will not affect your rights and obligations pursuant to these Terms.
3. Scope of these Terms; the relationship between the parties; entire agreement
These Terms apply solely to your attempts to access, access, and use our Property. These Terms do not alter the terms or conditions of any other agreement or contract you may have with Conduit. Except to the extent that you and Conduit enter into a separate written agreement that expressly supersedes these Terms, either in whole or in part, these Terms constitute the whole legal agreement between you and Conduit and govern your use of our Property. Nothing in these Terms will limit Conduit’s right to acquire, develop, distribute, license, market, or promote products, services, software, or technologies that perform the same or similar functions that you may develop, distribute, market, or produce.
5. Representations and warranties
You represent and warrant that ⎯
- you, personally, are of the legal age of majority in the jurisdiction in which you reside;
- you possess sufficient legal capacity and are authorized to accept these Terms on behalf of any legal person, legal entity, entity, or moral person (“institution”) for which you are representing (if applicable) and that such institution will be responsible to Conduit for any violation of these Terms;
- you shall use our Property in accordance with these Terms and our posted policies; and
- you shall not create or attempt to create another account without the prior written permission of an authorized representative of Conduit if we suspend, disable, or terminate your access to our Property or terminate your client relationship for a violation of these Terms or our posted policies.
Conduit neither warrants nor represents that we have a special relationship with or fiduciary duty to you. You acknowledge that Conduit has no control over, and no duty to take any action regarding: which users gain access to any and all of our Property offered or provided by Conduit; what content is accessed via our Property; how the content may affect you; how you may interpret or use the content; or what actions you may take as a result of having been exposed to the content. You hereby release Conduit from all liability for you having acquired or not acquired any and all content through Conduit’s Property in the past, present, or future. Conduit neither warrants nor represents, nor shall Conduit be liable or responsible for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through any and all of Conduit’s Property that were available in the past, are presently available, or that may become available in the future.
6. Proprietary rights
“Conduit” and any logos or slogans appearing on our Property are trademarks of Conduit and its licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of an authorized representative of Conduit or the applicable trademark holder. Unless otherwise indicated, our Property and all content and other materials on our Property, including without limitation all data, designs, files, graphics, information, pictures, software, text, and the selection and arrangement thereof (hereinafter collectively referred to as “Property Resources”), are the proprietary property of Conduit or its licensors and are protected by U.S. and/or international copyright laws. You may not use any mark owned by Conduit (“Conduit Logo”) as part of the name of your institution or any product or service that you provide without the prior express written consent of an authorized representative of Conduit. You agree not to use or attempt to register any trademark or domain name that includes the word “Conduit” or any Conduit Logo or any name that is confusingly similar to any of the foregoing. You may not use any metatags or any other “hidden text” using any Conduit Logo, or any other name, product or product name, service or service name, or trademark of Conduit without the express prior written permission of an authorized representative of Conduit. All buttons, button icons, computer code, data, descriptions, explanations, graphics, infographics, logos, marks, page headers, scripts, text, trademarks, user interfaces, and visual interfaces, including but not limited to the arrangement, collection, coordination, design, expression, feeling, impact, sentiment, selection, structure, and style of such, contained in or on our Property is controlled, licensed, and/or owned by Conduit and is protected by copyright, patent, and/or trademark laws, along with other intellectual property rights and unfair competition laws (hereinafter collectively referred to as “Substance”). No part of our Property, Property Resources, Conduit Logos, or Substance may be copied, distributed, encoded, mirrored, posted, publicly displayed, reproduced, republished, translated, transmitted, or uploaded in any way to any other computer, server, website, or other medium for distribution or publication or for any commercial enterprise without the express prior written consent of an authorized representative of Conduit. Any references we make on our Property and Property Resources to any third-party processes, products, services, or other data does not establish or imply Conduit is endorsing, recommending, or sponsoring the referenced item.
7. License; ownership
Expressly subject to these Terms, Conduit grants you a limited, non-exclusive, revocable, royalty-free, non-assignable, and non-sublicensable license to access and use our Property solely to work with Conduit’s products, services, and technology; provided that such license does not include:
- any other use of our Property;
- the distribution or public display of any Conduit Logo, Property Resources, or Substance;
- modifying or otherwise making any derivative uses of our Property, Property Resources, Conduit Logos, Substance, or any portion thereof;
- use of any data mining, robots, scrapers, or similar data gathering or extraction methods;
- downloading (other than page caching) of any portion of our Property or Property Resources or any data contained therein, except as expressly permitted on our Property; or
- any non-intended use of our Property or Property Resources or Conduit Logos or Substance.
Conduit owns and retains all interest, rights, and title in and to Confidential Information (as defined below), intellectual property, our Property, Property Resources, Conduit Logos, Substance, and proprietary rights. Nothing contained herein shall be interpreted as bestowing any license to any of Conduit’s intellectual property rights, whether by estoppel, implication, or otherwise, except as expressly permitted by these Terms. We expressly reserve all rights not expressly granted to you herein.
As necessary for Conduit to provide our Property, you grant Conduit a worldwide, non-exclusive, royalty-free, fully paid up, irrevocable, worldwide, perpetual license, sublicensable, and transferable license to use, make, have made, execute, reproduce, modify, adapt, display, perform, distribute, make derivative works of, import, export, and, make, have made, use, execute, reproduce, modify, adapt, display, perform, distribute, make derivative works of, import, and export, your information in connection with our Property, and to permit our third party services providers to do any of the foregoing if necessary or needed to provide their services to Conduit and/or you. The rights you grant in this license are for the limited purpose of operating and providing our Property.
Conduit owns all data and information, including institution data, personal data, and personally identifiable information (“PII”), including information directly or indirectly, alone or in combination with other information, to identify an institution or an individual, related to you or your users (collectively, “User Data”) that is collected by Conduit solely in connection with using our Property, attempting or opening digital asset accounts, or attempting to or making transactions in fiat or digital assets. Conduit owns all copyrights, trademarks, domains, logos, trade dress, trade secrets, and patents generated through your use of our Property, the product and/or services and associated analysis, and other intellectual property rights associated with our Property, products, and services.
All User Data collected directly from users by you — other than in connection with our Property and opening digital asset accounts and making transactions — shall be owned solely by you. Collectively, we are free to use, modify, and reproduce the User Data without the consent of or any accounting to, the other party, subject in all situations to applicable law. Conduit is authorized to create spinoff works from User Data we own to create aggregate statistical and database compilations, such as information concerning user demographics, site traffic, transactional data, viewing and navigation patterns, and the like (“Spinoff Data”). Each piece and subcomponent of Spinoff Data is owned by Conduit and may be used and disclosed without restriction by us, so long as such Spinoff Data is de-identified before disclosing or sharing with third parties.
8. Prohibited use of our Property; Conduit’s termination rights
You are prohibited from attempting or obtaining unauthorized access to, or usage of, any portion or feature of our Property, any other systems or networks connected to our Property, any Conduit server (physical or cloud), or any products or services offered by or on or through our Property or servers regardless of the methodology or means attempted or used, including but not limited to password “mining”, or hacking. You are prohibited from scanning, probing, or testing the vulnerabilities of our Property or servers, or any network connected to our Property or servers, or attempting or breaching the security or authentication measures on our Property or servers, or any network connected to our Property or servers. You are prohibited from performing any source tracing, reverse look-ups, attempting to access or obtaining any data on any other user of or visitor to our Property or servers other than your own account, or misuse our Property or servers or any product or service or data accessible through our Property or servers in any way in any attempts to uncover or obtain data that is not your own and/or that you do not have a legitimate right to access or obtain or possess. You are prohibited from using any algorithms, codes, devices, systems, or any other type of technology, including but not limited to “deep-link”, “page-scrape”, “robot”, or “spider”, or any similar manual process to access, acquire, circumvent the navigational structure or presentation, copy, monitor, obtain, or reproduce all or any portion of our Property or servers.
You shall not, directly or indirectly:
- initiate or attempt to initiate any action that imposes an unreasonable or disproportionately large load on the infrastructure of our Property or servers, systems or networks, or any systems or networks connected to our Property or servers;
- use or attempt to use any device, software, or routine to interfere or attempt to interfere with the proper working of our Property or servers, or interfere or attempt to interfere with any activity being conducted in or on our Property or servers, systems or networks, or any systems or networks connected to our Property or servers;
- delete or alter, or attempt to delete or alter, any Property, Property Resources, Conduit Logos, Substance, Confidential Information, or any other data we — or someone we have expressly authorized — posted on our Property or servers;
- post, publish, upload, or otherwise transmit or attempt to transmit any files or code or computer programming routines with the intention to damage, adversely obstruct, or secretively intercept or take any code, Confidential Information, data, personal information, services, systems, or any other items not rightfully yours that are in or on our Property or servers, systems or networks, or any systems or networks connected to our Property or servers, or with the intent to compromise the integrity or security of our Property or servers, systems or networks, or any systems or networks connected to our Property or servers;
- violate, or assist any other party in violating, any applicable law, ordinance, regulation, rule, or statute;
- intentionally, recklessly, or willfully attempt to defraud or defraud, or assist any other party in attempting to defraud or defrauding, Conduit, Conduit’s clients, or any Conduit users;
- provide false, inaccurate, incomplete, or misleading data or information;
- assist or participate in any transaction that involves the proceeds of a financial crime, illegal activity, or unethical activity;
- act on behalf of any undisclosed third party or otherwise act as an intermediary between Conduit and any third parties, including but not limited to sanctioned parties and politically exposed persons;
- defame, discriminate, disparage, harass, hate, intimidate, offend, threaten, use obscenities, or violate Conduit (including Conduit’s respective directors, officers, employees, contractors, consultants, advisors (professional or otherwise), investors, and agents, which shall collectively be referred to herein as “Conduit”), Conduit’s clients, Conduit’s third-party service providers, or any Conduit users, or instigate or encourage any third party to engage in any of the foregoing; or
- violate or attempt to violate the privacy or intellectual property rights of Conduit, Conduit’s clients, or any Conduit users.
You shall not, directly or indirectly:
- copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of our Property or servers, or any part thereof unless expressly permitted or required by law;
- disable or circumvent, or attempt to disable or circumvent, any security mechanisms used by Conduit or any systems or applications running on our Property or servers; or
- use any viruses, worms, Trojan horses, or any other harmful code or malware, or attempt to use any of the foregoing, that could affect our Property or servers.
- use our Property or servers to attempt to or violate, tamper with, or circumvent the integrity or security of any computer network, software, system, password, encryption code, technological protection measure, or to otherwise engage in any form of nefarious activity, whether illegal or not, or enable others to do so.
Any use of our Property, Property Resources, Conduit Logos, Substance, Confidential Information, or servers — other than as specifically authorized herein — without the express prior written permission of an authorized representative of Conduit is strictly prohibited and shall be considered a direct violation of these Terms. Any violation of these Terms authorizes us to automatically and immediately, among other things, terminate the license granted to you herein and cease your relationship with Conduit.
NOTWITHSTANDING AND WITHOUT LIMITATION OF ANY PROVISION IN THESE TERMS, CONDUIT RESERVES THE RIGHT, WITHOUT NOTICE AND AT ITS SOLE DISCRETION, TO REFUSE, RESTRICT, SUSPEND, OR TERMINATE YOUR LICENSE TO USE OUR PROPERTY, PROPERTY RESOURCES, CONDUIT LOGOS, SUBSTANCE, CONFIDENTIAL INFORMATION, AND SERVERS, AND TO BLOCK AND/OR OTHERWISE PREVENT YOUR ACCESS TO AND USE OF ANY OF THE FOREGOING OR TO BE OR REMAIN A CLIENT, AT ANY TIME AND FOR ANY REASON AND WITHOUT ANY LIABILITY TO YOU OR ANY THIRD PARTY OR YOUR USERS.
9. Nondisclosure and nonuse of Conduit Confidential Information.
In your attempts to access, access, or use our Property or servers, or in other dealings with Conduit, you may be given access to certain non-public information (“Confidential Information”). As used herein, Confidential Information shall mean, but not be limited to, all data, information, and material that Conduit may provide to you, regardless of the form, format, medium, or media in which it is communicated or delivered, and shall include but is not limited to all trade secrets and inventions (whether patentable or not), know-how, theories, methods, techniques, designs, procedures, assets, positions, transactions, processes, strategies (trading, business, forecasts, and otherwise), computer software (including source code, algorithms, formulas, configuration, and technical architecture) and hardware technology, internal structure, PII, the nature, purpose, and types of financial instruments that Conduit trades or may trade, business plans, and any other technical, operating, financial or trading information, and any other business information. You may use Confidential Information only as necessary in exercising the express rights granted to you in these Terms. You shall not disclose, disseminate, or publish any of Conduit’s Confidential Information to any third-party, or use any such Confidential Information for your own or any third-party’s benefit, unless express prior written authorization is provided by a Conduit authorized representative. You may not use, copy, reverse engineer, decompile, disassemble, export, or re-export any of Conduit’s Confidential Information in violation of the laws of the United States or the laws of the applicable jurisdiction in which you obtained the Confidential Information. You shall not share Conduit’s Confidential Information with anyone within your institution unless such individual needs to know such Confidential Information to support your institution’s usage as set forth in these Terms and provided that each such individual is bound by obligations of confidentiality to your institution that are no less restrictive than those contained herein. You further agree that you will use the same degree of care in protecting the confidentiality of Conduit’s Confidential Information as you use in protecting your own information of a similar type (but in no event will you exercise less than a reasonable degree of care in handling Conduit’s Confidential Information implementing appropriate administrative, physical, technical, and organizational measures, policies, processes, and procedures).
You acknowledge that your unauthorized disclosure or use of Conduit’s Confidential Information will cause irreparable harm and significant injury to Conduit that may be difficult to ascertain. Consequently, you agree that Conduit will have the right to immediate injunctive relief, without the necessity of posting a bond or other security, to enforce your obligations under these Terms in addition to any other rights and remedies we may have. If you are required by law, regulation, or pursuant to the valid binding order of a court of competent jurisdiction to disclose any of Conduit’s Confidential Information, you must notify Conduit prior to making such disclosure, so long as it’s legally permissible, and must use commercially reasonable efforts to limit the disclosure and to seek confidential, protective treatment of such information, before disclosing any of Conduit’s Confidential Information.
10. Non-confidentiality of Submissions
You hereby acknowledge and agree that any items or communications, including but not limited to code, comments, data, diagrams, drawings, ideas, materials (creative and/or original), plans, proposals, questions, suggestions, or technical information shared with Conduit regarding our Property, Property Resources, Conduit Logos, Substance, or any proposed products or services or technology (hereinafter collectively referred to as “Submissions”) are non-confidential, not protected, and shall become the sole and exclusive property of Conduit. You agree that:
- your Submission is complimentary, unsolicited, provided without restriction, and will not place Conduit under any fiduciary or other obligation to you or any third party, and
- Conduit can use the Submissions without any additional compensation to you or to disclose the Submissions on a non-confidential basis or otherwise to anyone.
Further, you expressly acknowledge and agree that:
- your Submission is entirely at your own risk, and you accept and assume any and all liability for its release, dissemination, and use.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY CONDUIT, ALL OF OUR PROPERTY, PROPERTY RESOURCES, CONDUIT LOGOS, SUBSTANCE, CONFIDENTIAL INFORMATION, AND SUBMISSIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. CONDUIT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, TIMING, AND NON-INFRINGEMENT AS TO OUR PROPERTY, PROPERTY RESOURCES, CONDUIT LOGOS, SITES, SUBSTANCE, CONFIDENTIAL INFORMATION, AND SUBMISSIONS. CONDUIT DOES NOT REPRESENT OR WARRANT THAT ANY OF OUR PROPERTY, PROPERTY RESOURCES, CONDUIT LOGOS, SUBSTANCE, CONFIDENTIAL INFORMATION, SUBMISSIONS, DATA, CONTENT, OR ANY OTHER INFORMATION POSTED OR SUBMITTED TO AND/OR RESIDING ON OUR PROPERTY OR PROPERTY RESOURCES OR CONDUIT LOGOS OR SUBSTANCE OR CONFIDENTIAL INFORMATION OR SUBMISSIONS ARE ACCURATE, TRUTHFUL, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. CONDUIT CANNOT — AND EXPRESSLY DOES NOT — REPRESENT OR WARRANT THAT OUR PROPERTY, PROPERTY RESOURCES, CONDUIT LOGOS, SITES, SUBSTANCE, CONFIDENTIAL INFORMATION, AND SUBMISSIONS ARE FREE OF VIRUSES OR OTHER HARMFUL CODE OR MALWARE OR SPYWARE. CONDUIT IS NOT RESPONSIBLE OR LIABLE IN ANY WAY FOR ANY PHISHING, SPOOFING, OR OTHER ATTACKS, OR INFORMATION OR MATERIALS THAT YOU SUBMIT OR UPLOAD TO OR PUBLISH OR POST ON OUR PROPERTY OR PROPERTY RESOURCES, ALL OF WHICH ARE PROVIDED BY YOU ON A NON-CONFIDENTIAL AND NON-PROPRIETARY BASIS.
12. Limitation of liability
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL CONDUIT (INCLUSIVE OF OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, ADVISORS, AGENTS, CONSULTANTS, AND INVESTORS) OR OUR SERVICES PROVIDERS (INCLUSIVE OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, ADVISORS, AGENTS, CONSULTANTS, AND INVESTORS) BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR REVENUE OR DATA OR BUSINESS OR GOODWILL, ACCIDENT, INJURY, DEATH, OR OTHER LOSS OR CLAIM ON ANY THEORY OF LIABILITY, WHETHER ARISING UNDER TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, INCLUDING WHETHER IT RESULTS FROM THE USE OF (OR NON-USE OF OR INABILITY TO USE) OUR PROPERTY OR FROM THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES FROM OTHERS DUE TO THE USE OF (OR NON-USE OF OR INABILITY TO USE) OUR PROPERTY, WHETHER OR NOT CONDUIT HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CONDUIT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR NON-USE OF OR INABILITY TO USE OUR PROPERTY OR PROPERTY RESOURCES OR CONDUIT LOGOS OR SUBSTANCE OR SUBMISSIONS, OR TO THESE TERMS, EXCEED THE LESSER OF $5,000.00 UNITED STATES DOLLARS OR ANY COMPENSATION YOU PAID, IF ANY, TO CONDUIT FOR ACCESS TO, OR USE OF, OR ATTEMPTS TO USE, OUR PROPERTY.
YOU HEREBY CONSENT TO THE DISCLOSURE OF ANY PERSONAL INFORMATION OR INSTITUTION INFORMATION TO GOVERNMENTS, REGULATORS, AND OTHER AUTHORITIES UPON CONDUIT’S RECEIPT OF A REQUEST IN CONNECTION WITH THEIR RESPECTIVE FIGHTS AGAINST MONEY LAUNDERING, TERRORISM FINANCING, SANCTIONS, FRAUD, FINANCIAL CRIMES, AND CORRUPTION. IF CONDUIT IS REQUESTED TO MAKE SUCH DISCLOSURES, YOU AND YOUR USERS HEREBY AGREE TO SUCH DISCLOSURES AND SHALL NOT HAVE ANY CLAIM AGAINST CONDUIT FOR ANY DAMAGES RESULTING THEREFROM.
IF YOU ARE DISSATISFIED WITH ANY OR ALL OF OUR PROPERTY OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE BEING A CONDUIT CLIENT AND DISCONTINUE USING OUR PROPERTY, PRODUCTS, AND SERVICES.
You hereby agree to defend, indemnify, and hold harmless Conduit (including our respective directors, officers, employees, contractors, consultants, advisors (professional or otherwise), investors, and agents), our independent contractors, and service providers (collectively, the “Indemnified Parties”) from and against any claims, damages, costs, liabilities, and expenses (including but not limited to reasonable attorneys’ fees) incurred or suffered by an Indemnified Party and arising out of or related to:
- any actual or alleged breach by you of these Terms or any other Conduit contract, agreement, policy, process, standard, procedures, or guideline;
- any actual or alleged violation of any applicable law, rules, or regulations;
- your attempted or actual misuse or improper use of our Property, Property Resources, Substance, Submissions, or servers;
- any of your Submissions; and
- your violation of the rights of any third party.
Conduit reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate in asserting any available defenses and cover all expenses Conduit shall incur in assuming such defense, including but not limited to reasonable attorneys’ fees, in a timely and professional manner as reasonably requested and instructed.
14. Applicable law, venue, and arbitration
YOU HEREBY EXPRESSLY WAIVE (A) YOUR JURISDICTION BECAUSE OF YOUR PRESENT OR FUTURE DOMICILE, AND (B) ANY CLAIM IN ANY COURT OR ARBITRATION FORUM THAT ANY ACTION, SUIT, OR PROCEEDING REGARDING OR RELATING TO THESE TERMS HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. YOU AND CONDUIT IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER IN CONTRACT, STATUTE, TORT (SUCH AS NEGLIGENCE), OR OTHERWISE) RELATING TO THESE TERMS.
These Terms and your use of, among other things, our Property, Property Resources, Sites, and servers shall be governed by, and construed in accordance with, the laws of the state of Delaware in the United States of America (“Delaware”), without reference to its conflict of law provisions.
You irrevocably and unconditionally consent and agree that any action at law or in equity arising out of or relating to these Terms will only be on an individual basis and shall only be filed either (a) in the state and federal courts located in the City of Billings in the State of Montana in the United States of America (“Montana”), or (b) through binding arbitration with JAMS, as further detailed below, and submit to the exclusive jurisdiction of such courts or JAMS over any suit, action, or proceeding arising out of these Terms. These Terms exist and are found exclusively on our Site; you hereby expressly agree that you have read and consented to these Terms within the boundaries of Montana.
Unless otherwise agreed in writing by you and an authorized representative of Conduit, any dispute between you and Conduit related in any way to, or arising in any way from, these Terms, our Property, Property Resources, Sites, and Servers (a “Dispute”) shall be finally settled on an individual, non-representative basis in binding arbitration in accordance with the procedures set forth in this Section 14.
NEITHER YOU OR CONDUIT MAY FORM WITH OTHER ARBITRATORS OR PARTIES TO FORM A CONSOLIDATED ACTION. YOU AND CONDUIT BOTH WAIVE OUR RESPECTIVE RIGHTS TO PARTICIPATE IN A CONSOLIDATED ACTION AGAINST THE CONTRA PARTY.
You and Conduit shall first attempt in good faith to resolve any Dispute promptly in the ordinary course of business by negotiation between authorized representatives who have been provided authority to settle the Dispute. You or Conduit may give the other written notice of a Dispute (Asserter) that was not resolved in the ordinary course of business. Within ten (10) business days after delivery of the notice, the receiving party (Recipient) shall submit to the Asserter a written response. The Asserter may proceed to arbitration if the Recipient failed to respond within the ten (10) business days. The notice and response shall include with reasonable particularity (i) a statement of each party’s position and a summary of arguments supporting that position, and (ii) the name and title of the single authorized representative who will represent that party. Within five (5) business days after delivery of the written response, the authorized representatives of both parties shall meet at a mutually acceptable time and length of time and place or forum (such as via video conferencing). The above-described authorized representatives’ negotiation shall end at the close of the first meeting. Such closure shall not preclude continuing negotiations if mutually desired and if a written agreement is signed by both party’s authorized representatives at the conclusion of the first meeting; however, there shall only be a second (final) meeting within five (5) business days of the first meeting. If there is no agreement between the parties at the conclusion of the first meeting to remedy any Dispute, the Asserter is entitled to proceed to arbitration. If the parties signed a written agreement at the conclusion of the first meeting to have a second (final) meeting and there is no agreement between the parties at the conclusion of the second (final) meeting to remedy any Dispute, the Asserter is entitled to proceed to arbitration. Neither party shall initiate arbitration prior to the negotiation in the ordinary course of business; however, this limitation is inapplicable if one party refuses to reply and/or comply with the terms of this Section 14.
Where no resolution can be found through the procedures outlined above, the Dispute will be resolved by binding arbitration through JAMS via virtual binding arbitration (unless the parties make an exception, which is agreed to in writing and signed by both parties as noted above) before a single arbitrator experienced, qualified, and knowledgeable in the subject matter of the Dispute and the language to be used in the arbitral proceedings will be English; except that Disputes principally arising from protection of intellectual property rights or breach of Confidential Information will be resolved through litigation in English in the state or federal courts located in Montana as stated earlier in this Section 14, and subject to the terms and conditions provided in this Section 14. In the event the parties cannot agree on an arbitrator, JAMS shall select an arbitrator that meets the above-described qualifications in accordance with its applicable Arbitration Rules (more details below).
Any Dispute will be referred to and finally determined by arbitration in accordance with the JAMS Arbitration Rules (depending on the facts and circumstances of the matter, either (i) JAMS’ General Arbitration Rules and Procedures, (ii) JAMS’ International Arbitration Rules & Procedures, or if mutually agreed upon between the Parties (iii) JAMS’ Optional Expedited Arbitration Procedures) commencing within thirty (30) days from the first referral of the Dispute to JAMS by the Asserter. The arbitrator shall apply the substantive governing law as described above. The arbitrator shall, within fifteen (15) days of the conclusion of the arbitration hearing, issue a written award and statement of decision that sufficiently describes the essential findings and conclusions on which the award is based, including the calculation of any damages awarded, so that such written award and statement of decision may be entered and enforced by any court in any territory throughout the world have jurisdiction thereof that participates and/or recognizes, among other things if applicable, the Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized (i) to award non-economic damages, such as for emotional distress, pain and suffering, or loss of consortium, (ii) to award punitive damages, or (iii) to reform, modify, or materially change these Terms or any other Conduit agreement or contract; provided, however, that the damage limitations described in parts (i) and (ii) of this sentence will not apply if such damages are statutorily imposed. The arbitrator shall be authorized to grant any temporary, preliminary, or permanent equitable remedy or relief deemed just and equitable and within the scope of these Terms, including, without limitation, an injunction or order for specific performance. If JAMS cannot administer the Dispute, you or Conduit may petition the United States District Court for the District of Montana to appoint an arbitrator pursuant to Civil Rule 16.5 of the U.S. District Court for the District of Montana’s Local Rules of Procedure.
The Asserter may commence arbitration by providing a written demand for arbitration to JAMS and the Recipient detailing the subject of the Dispute and the relief requested. The costs of the arbitration, including the arbitration filing fees, arbitrator’s fees, and administrative expenses, shall be paid equally between you and Conduit (50% by the Asserter and 50% by the Recipient) so that neither you nor Conduit shall bear more than half the costs of the arbitration. If one party refuses or fails to timely pay their respective one-half (1/2) of the arbitration costs, JAMS is permitted to summarily find in favor of the party who properly paid their one-half (1/2) of the arbitration costs. You and Conduit will continue to perform our respective obligations under these Terms unless that obligation or the amount (to the extent in dispute) is itself the subject of the Dispute. Nothing in these Terms or any other Conduit agreements or contracts affects the rights of you or Conduit to seek urgent injunctive or declaratory relief from the appropriate state court located in Billings, Montana, or a federal court in the United States District Court for the District of Montana, with respect to a Dispute or any matter arising under these Terms.
The prevailing party is entitled to recover reasonable attorneys' fees, expert witness fees, and out-of-pocket costs incurred in connection with such proceedings, in addition to any other relief that may be awarded. Judgment upon the award rendered by the arbitrator is deemed final and binding and may be entered and enforced by any court in any territory throughout the world having jurisdiction thereof.
Full and complete confidentiality shall apply to all proceedings, including the filing of such proceedings, and all information related to such proceedings shall be maintained as confidential, including the nature and details of the Dispute, the filing of the Dispute, evidence produced, testimony given, and the outcome of the Dispute, unless such information was already in the public domain or was independently obtained, provided, however, that this confidentiality provision shall not prevent a petition to enforce an arbitral award and shall not bar disclosures required by applicable laws or regulations. You and Conduit, and all witnesses, advisors, professional legal counsel, and arbitrators will only share such information as necessary to prepare for, participate in, or present and assert your case during the arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosures are required by law.
Notwithstanding any of the foregoing in this Section 14, you hereby expressly acknowledge and agree that Conduit may appoint or assign any person (natural person or institution) as our debt collection agent to collect any amounts owed to Conduit by you that are past due under any Conduit agreement or contract, which shall not be confidential, you shall be responsible for all costs and expenses incurred by Conduit and Conduit’s debt collection agents or assigns in pursuit of such amounts owed and past due, and that Conduit retains the other disclosure and reporting rights.
15. Severability; survival
If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. Further, a court or arbitrator who has deemed any provision of these Terms as unlawful, void, or for any reason unenforceable is authorized to make the most minimally invasive alterations to these Terms to rectify the flaw in the provision(s).
Upon cessation of your relationship with Conduit and/or these Terms for any reason, all your and Conduit’s rights and obligations that by their nature are continuing shall survive such cessation.
16. Assignment; relationship of the parties
You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without the express prior written approval of a Conduit authorized representative. These Terms will bind your successors and permitted assigns. Conduit reserves the right to freely assign these Terms and our Property and the rights and obligations of these Terms to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop using our Property and notify us of your desire to cease your relationship with Conduit and these Terms. There are no third-party beneficiaries to these Terms. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship between you and Conduit.
No delay or failure to take any action under these Terms will constitute a waiver unless expressly waived in a writing that has been signed by an authorized representative of Conduit. Further, no single waiver will constitute a continuing or subsequent waiver.
18. Registration process; identity verification
When providing information to Conduit to potentially become our client, such information must be current, complete, and accurate for all required data elements listed. By providing such information you are confirming you are authorized to provide it to Conduit and authorize Conduit, directly or through third parties, to make any inquiries we deem necessary to validate the provided information. If any of this information changes or becomes inaccurate or incomplete, it is your obligation to update such information as soon as possible, but in no event later than ten (10) business days after such information changes or becomes inaccurate or incomplete. Failure to provide such updated information within that ten (10) business day timeframe shall be considered a violation of these Terms and cause to close your client relationship with Conduit. From time to time, we may also require you to provide further information or updated information as a condition for continued access or use of, among other things, our Property, Property Resources, and Sites.
If you wish to link a depository account (e.g., bank account or a digital asset account), you authorize Conduit, directly or through third parties, to make any inquiries we deem necessary to validate your identity and depository account information. We reserve the right to maintain the initial and subsequent information you have provided after you cease to be a Conduit client for commercial and regulatory compliance purposes. From time-to-time we may request additional or updated information to comply with applicable laws, rules, or regulations. Failure to provide such information within the timeframe set forth in Conduit’s outreach communication shall be considered a violation of these Terms and may result in the suspension of your ability to access or use Conduit’s products or services until you provide such information, or the closure of your client relationship with Conduit.
To help governments fight financial crime activities, Conduit shall obtain, verify, and record data that identifies each individual and institution that would like to become a client of Conduit or use Conduit’s Property. The main data points provided to confirm an identity are due to, among other things, applicable anti-money laundering (AML), countering terrorism financing (CTF), and sanctions laws, rules, and regulations (laws, rules, regulations, guidelines, etc., are collectively referred to as “laws”) ⎯ information about you and/or your institution, individuals acting on your behalf (e.g., employees, contractors, advisors, directors, investors, officers), and your customers (all institutions and individuals are collectively referred to as “users” herein). For an institution this generally includes name, trade name, registration date, registration number, tax identification number, depository account information, contact information (email addresses, phone numbers, etc.), and address (registration address and/or primary physical address). For individuals this generally includes name, email address, date of birth, identification numbers (e.g., passport number, voter registration number, driver’s license number, tax identification number), phone number, and residential address. Conduit shall retain all such records for at least ten (10) years or the applicable financial crime record retention requirements then in place, whichever is longer, after your relationship with Conduit ends.
19. Electronic communications
By agreeing to these Terms, you agree to receive all communications, disclosures, notifications, and the like electronically from us.
20. English language prevails
These Terms were originally drafted in English. Any translation of these Terms or any other Conduit documents are provided for convenience only. The conditions, meanings, representations, and terms are subject to definitions and interpretations in the English language; any translation may not accurately represent the details set forth in the original English language version. Conduit also communicates with you in English for all matters related to your use of our Property.
21. Security of user information
You and your users are responsible for maintaining the confidentiality and security of all account names, usernames, passwords, personal identification numbers (“PINs”), email accounts, and mobile unlock codes that you use to access our Property (collectively “User Info”). You and your users are responsible for keeping your respective email addresses up to date in your account profile and for maintaining the confidentiality of your User Info. You agree to (i) notify Conduit immediately if you become aware of any unauthorized use of our Property or any other breach of security regarding our Property or your User Info, and (ii) enable all relevant security features, such as two-factor authentication (“2FA”). Conduit will not be liable for any loss or damage arising from your or your users’ failure to protect your or your users’ User Info or for a third-party gaining access to our Property due to your or your users’ User Info being stolen or compromised.
You should regularly use reliable virus and malware screening and prevention software. If you question the authenticity of a communication purporting to be from Conduit, you should create a new email and send it to us directly at firstname.lastname@example.org rather than clicking links contained in such communication. We go to great lengths to protect our Property and your access to our Property, and you and your users need to do the same. It is important that you and your users always protect (a) User Info, (b) the email account associated with the User Info, and (c) all hardware devices used to access our Property through the User Info.
22. Transactional activity
Conduit provides convenient ways to create digital asset accounts, convert between digital assets and fiat for deposits and withdrawals, and earn yield including from certain decentralized finance (“DeFi”) protocols. Please contact us for further details about the specific services available via our API in your local geography.
Conduit may refuse to accept a transaction, refuse to process a transaction, temporarily delay a transaction, refuse to open a digital asset account, suspend a digital asset account, or close a digital asset account if it appears that a transaction or account activity is atypical or appears suspicious or is not consistent with the intended use of a digital asset account. If you or one of your users have a balance remaining in a digital asset account which has been suspended or closed, you will be able to recover such balance, unless prohibited by law or a court order or where we have unilaterally and in our own discretion determined that such digital assets were obtained illegally or fraudulently. We reserve the right to require you or your user to provide further identifying information or other information we deem relevant before processing a transaction such as a deposit, withdrawal, or transfer request and to delay or prohibit such transaction if we believe fraudulent or illegal activity has occurred. If you are unable to access our Property with your User Info, please contact our support team.
If Conduit closes your digital asset account, or one of your users’ digital asset accounts, and it remains closed for thirty (30) days, Conduit may, in its sole discretion, convert the digital assets held in the account to your local fiat at the then applicable conversion rate and withdraw such funds to your linked bank account to finalize the account closure. If a digital asset account is closed, including but not limited to, as result of a violation of these Terms, Conduit may, at its sole discretion, also terminate your access to our Property and/or cease our client relationship with you. Upon termination of these Terms and your client relationship with us, you remain liable for all activity conducted on or in or with your and all your users’ digital asset accounts while they were open. If we suspect you or your users are using a digital asset account in violation of laws or these Terms, we can close the account in question. If an account is closed, we may require the completion of additional identity verification and fraud prevention steps in order to access funds in that closed account. We may also convert all digital asset holdings to your local fiat for the purpose of withdrawing the full balance of the digital asset account in question to your linked bank account to complete the account closure.
Conduit reserves the right to change the deposit, withdrawal, conversion, storage, and velocity limits of our Property as we deem necessary. We may establish individual or aggregate transaction limits on the amount or number of deposits, withdrawals, purchases, or sales that you or your users may make during any specified period of time.
Once a transaction has been initiated, it cannot be canceled or reversed. Deposits using a bank account may be reversed or may be subject to a chargeback or related claim. Except as set forth in these Terms, all payment transactions processed through our Property are non-refundable. You may have additional refund or chargeback rights under your agreement with the recipient of a transaction, your bank, or applicable law. You should periodically review statements from your bank and other depository accounts, which should reflect all applicable payment transactions made using that payment method. You can also always access the record of your transactions in our Property.
23. Risk disclosures
The value of digital assets can be extremely volatile and unpredictable and can result in significant or total loss in a short period of time. The value of digital assets may be derived from the continued willingness of market participants to exchange fiat currencies for digital assets, which may result in the potential for permanent and total loss of value of a particular digital asset should the market for that digital asset 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 asset, including but not limited to: (i) technical defects, limitations, or changes to a given digital asset; (ii) the emergence of competing digital assets; (iii) adverse actions taken by governments, regulators, or law enforcement agencies anywhere on the globe; or (iv) the occurrence of a “fork” of a given digital asset (as detailed further below).
The ability for you or your users to purchase digital assets using Conduit is contingent on Conduit’s ability to source inventory of such digital assets 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 assets using our Property.
The software protocols that underlie digital assets are typically open-source projects, which means that (i) the development and control of such digital assets are outside of Conduit’s control, and (ii) such software protocols are subject to sudden and dramatic changes (a “fork”) that might have a significant impact on the availability, usability or value of a given digital asset.
Deposits made into Conduit digital asset accounts are not afforded the protections of the United States’ Federal Deposit Insurance Corporation (“FDIC”) or any other government-backed or third-party insurance scheme. You or your users’ digital asset deposits, therefore, are not protected against the risk of Conduit’s insolvency. In the unlikely event of our insolvency, it is possible that digital assets held in digital asset accounts may not be protected from claims by our creditors. Even if digital assets held in digital asset accounts 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 digital assets while court or other legal proceedings are ongoing. There is also risk that an attempted funding of a digital asset account might fail to complete or be reversed.
Conduit will maintain a record of you and your users’ transaction history, which you will be able to access through our Property for purposes of making any required tax filings or payments. It is your responsibility to determine what, if any, taxes apply to the transactions you or your users 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 transactions, or for collecting, reporting, or remitting any taxes arising from any transactions.
25. Third parties
If you grant express permission to a third party to connect to our Property, either directly through the third party's product or service 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 these Terms. 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 granted.
26. 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 inaction, acts of terrorism, natural disasters, pandemics, acts of war, labor conditions, strife, or issues, disturbances, or failures relating or regarding electricity, equipment, telecommunications, or internet.
27. Unclaimed property
If you or your users have digital assets in our Property, Conduit is unable to contact you, and you and your users have not accessed or used our Property for an extended time period, applicable law may require Conduit to report these assets as unclaimed property to the applicable jurisdiction. If this occurs, Conduit will attempt to locate and/or contact you via the contact information maintained in our records, but if Conduit is unable to contact you, we may be required to deliver any such assets 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 assets, as permitted by applicable law.
28. Legal compliance
We have not taken any action, nor do we plan to take any action, to permit the distribution of our Property in any jurisdiction where any action would be required for such purpose or where distribution would be unlawful; obtaining access or receiving any of our Property does not constitute an offer for or an invitation to apply for or to obtain any of our Property in any jurisdiction to any individual or institution to whom it is unlawful to make such offer or invitation or acceptance in such jurisdiction; individuals and institutions into whose possession any of our Property comes are required to inform themselves about and observe any such restrictions. Our Property is subject to United States Export Administration Regulations (“US-EAR”), and, by using our Property, you represent that your actions are not in violation of the US-EAR. Without limiting the foregoing, you may not use our Property 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.
29. Interpretation; absence of presumption
The sections and headings contained in these Terms are inserted for convenience of reference only and will not affect the meaning or interpretation of these Terms. Words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires. References to the terms Section and paragraph are references to the Sections and paragraph in these Terms unless otherwise specified. Terms “hereof”, “herein”, “hereby”, “hereto”, and derivative or similar words refer to these entire Terms. The word “including” and words of similar import when used in these Terms shall mean “including without limitation,” unless otherwise specified. The word “or” shall not be exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. References to “written” or “in writing” includes electronic form. Provisions shall apply, when appropriate, to successive events and transactions. Any reference to “days” means calendar days unless business days are expressly specified. A “business day” means any day except for Saturday, Sunday, when Conduit’s operations are closed, and when applicable local banks’ operations are not settling transactions. When calculating the period of time before which, within which, or following which any act is to be done or step taken pursuant to these Terms, the date that is the reference date in calculating such period shall be excluded. Unless otherwise stated in these Terms, references to any agreement or contract are to that agreement or contract as amended, modified, or supplemented from time to time in accordance with the terms thereof.