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Legal
Please read these terms carefully before using Conduit's services.
This Agreement and the applicable Order describe the terms and conditions governing Subscriber's and Subscriber's Authorized Users' access to and use of the Services. This Agreement includes the terms and conditions set forth in the body of this Agreement as well as any additional written terms and conditions provided to Subscriber by Conduit in connection with this Agreement, which may include written terms and conditions from third parties or written terms and conditions provided separately to Subscriber for the Services (including ordering, activation, or payment terms).
"Affiliate" means, with respect to any person, any other person who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such person.
"Conduit Related Parties" means Conduit's, Conduit's Affiliates and Conduit's Affiliates' stockholders, partners, members, officers, directors, managers, employees, independent contractors, agents, third-party providers, merchants, sponsors, distributors, suppliers, or licensors, and each of their successors and assigns.
"Conduit Server" means the hardware owned or leased and operated by Conduit and used by Conduit to host the Services.
"Applications" means the software, and any upgrades, enhancements, or new releases thereto, provided by Conduit and set forth in the applicable Order.
"Authorized User" means (i) any natural person employed by Subscriber, (ii) any natural person bound by a legal obligation to comply with the terms and conditions of this Agreement in connection with such person's access to and use of the Services, (iii) Subscriber's bona fide correspondents and third-party customers on behalf of whom Subscriber provides or will provide services to clients, (iv) third-party contractors that work for or provide services on behalf of the Subscriber, and (v) any entity to which Subscriber will provide contracting services to agencies from one physical location, in each case who is permitted by Subscriber to access and use the Services.
"Services" means all of the services provided by Conduit under the applicable Order and this Agreement, including (i) providing access to and use of the Applications over the Internet, an intranet, or other electronic means, (ii) any consulting, configuration, custom software development, interface development, or training services, (iii) the Customer Support, and (iv) any other services agreed to between Conduit and Subscriber and set forth in the Order, an exhibit, addenda, or amendment to this Agreement.
"Subscriber Data" means content or other data that is imported into the Services by Subscriber, Subscriber's Authorized Users, or third parties on behalf of Subscriber.
The Order referred to in this Agreement must be construed with, and as an integral part of, this Agreement to the same extent as if it was set forth verbatim in this Agreement. Subscriber acknowledges and agrees that any material breach of the Order is considered to be a material breach of this Agreement.
The Services are protected by trade secret, copyright, and other intellectual property laws. On the terms and subject to the conditions of this Agreement, and as long as Subscriber meets all applicable payment obligations and Subscriber and Subscriber's Authorized Users comply in all respects with the terms and conditions of this Agreement, Conduit hereby grants to Subscriber and Subscriber's Authorized Users a personal, limited, revocable, nonexclusive, nontransferable right to access and use the Services during the Term. Only Subscriber and Subscriber's Authorized Users are granted the right to access and use the Services pursuant to this Agreement.
The right to access and use the Services is limited to the processing of information, the process of copying, entering, and organizing of Subscriber Data, recording information and Subscriber Data, and reporting or transcribing recovery records in connection with the business of Subscriber.
Subscriber must use commercially reasonable efforts to ensure that each of Subscriber's Authorized Users complies in all respects with the terms and conditions of this Agreement. Subscriber must report to Conduit any actual breach of this Agreement by any of Subscriber's Authorized Users, no later than five business days after becoming aware of the actual or potential breach.
Neither Subscriber nor any of its Authorized Users may access or use, or permit any third party to access or use, the Services in any manner that violates any applicable law or regulation or this Agreement. Without limiting in any way the foregoing, Subscriber specifically agrees not to: (i) provide access to or give any part of the Services to any third party; (ii) reproduce, modify, copy, deconstruct, sell, trade, or resell all or any portion of the Applications; (iii) make the Services available on any file-sharing, application-hosting, or similar service; (iv) attempt to access any other Conduit systems that are not part of the Services; or (v) access or use the Services to harm others or the Services.
Access to and use of the Services may be available through a compatible mobile or tablet device, which may require Internet access or software. Subscriber agrees that Subscriber is solely responsible for these requirements, including any applicable changes, updates, and fees as well as the terms of Subscriber's agreement with Subscriber's mobile or tablet device and telecommunications provider. CONDUIT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM ANY PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION.
Subscriber hereby assigns Conduit all right, title and interest in any feedback or suggestion provided by Subscriber or Subscriber's Authorized Users. Conduit may freely use feedback provided by Subscriber or Subscriber's Authorized Users in any way, including in future modifications of the Services, other products or services, or advertising or marketing materials.
Conduit may communicate with Subscriber about other services provided by Conduit. Subscriber may be offered other services, products, or promotions by Conduit. Additional terms and conditions and fees may apply to such Other Conduit Services. Subscriber grants Conduit permission to use information about Subscriber's business and experience to help Conduit provide the Services or other services to Subscriber and to enhance the Services.
Subscriber will, in accordance with the terms of this Agreement and the Order, pay Conduit all fees set forth in the Order, including all monthly fees and any set-up fees, professional services fees, and any other fees stated therein. If the Subscriber terminates this Agreement pursuant to Section 9(a) of this Agreement, Subscriber will pay the balance of any future, unpaid monthly fees scheduled to become due during the Term.
The fees are net of, and Subscriber is responsible for and must pay, all sales, use, withholding, excise, transfer, goods, and services taxes, value-added or other taxes, customs fees, in each case whether federal, state, provincial, local, foreign, or otherwise.
All payments are due on the date of Conduit's invoice to Subscriber and are non-refundable. All payments must be made in U.S. dollars. If Conduit does not receive the full amount of any payment within 30 days of the invoice date, then an amount equal to 1.5% of the unpaid balance will be added to the unpaid balance each month.
Conduit may increase its fees after completion of the first year of the Initial Term and no more than once per year by up to 6.5% or by a percentage equal to the current Consumer Price Index, whichever is greater; provided Conduit will give Customer thirty (30) days advanced written notice of any fee increase.
Any content, materials, software, data, or other information that Subscriber or Authorized Users provide to Conduit through the Services is Subscriber property. Subscriber hereby grants Conduit a worldwide, limited, revocable, non-exclusive right and license to use and reproduce Your Data for the purposes of providing the Services and in providing support and analysis for improvement of the Services.
Except where restricted by applicable law, Conduit may collect, use and analyze general information and data from its customers in an anonymized, aggregated manner for business purposes including the improvement and enhancement of the quality and nature of the Services, provided that Conduit does not specifically identify Subscriber or disclose any personally identifiable information.
The term of this Agreement commences on the Effective Date and continues for a period of 12 months, or as otherwise specified in the Order (the "Initial Term"). Unless this Agreement is terminated in accordance with its terms, this Agreement will renew automatically for the same time period specified in the initial Order. Either party may opt to not renew by providing the other party with written notice at least 60 days prior to the end of the relevant Term. Written notice to Conduit must be submitted to legal@conduithealth.io.
Either Conduit or Subscriber may terminate this Agreement at any time if (i) the other is in material breach of any term of this Agreement and (ii) the other fails to remedy such breach within 30 days after written notice of such breach.
Upon termination of this Agreement, Subscriber will no longer have the ability to use the Services to create new data. Conduit will take commercially reasonable measures to make Subscriber's Data available to Subscriber within 90 days of a written data access request.
By this Agreement, neither Subscriber, any Authorized User of Subscriber, nor any other person obtains, by implication, estoppel, or otherwise, any right, title, or interest in or to any of the Applications or any of the Intellectual Property Rights therein or any improvements thereto, all of which is and will remain the sole and exclusive property of Conduit.
No work to be performed by Conduit under this Agreement consisting of copyrightable subject matter is or will be "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C. § 101, et. seq.).
Subscriber acknowledges and agrees that, by or under this Agreement, Subscriber acquires no rights in any trademarks, service marks, trade names, trade dress, logos, corporate names, or domain names of Conduit.
Conduit will make the Services reasonably available during the Term; provided, however, that from time to time, the Services or the Subscriber Data may be inaccessible or inoperable for the following reasons: (i) equipment malfunctions; (ii) periodic maintenance; or (iii) catastrophic events beyond the control of Conduit. Conduit will use its best efforts to provide not less than 24 hours advance notice to Subscriber prior to any scheduled downtime.
DISCLAIMER OF WARRANTIES. SUBSCRIBER'S USE OF THE SERVICES IS ENTIRELY AT SUBSCRIBER'S OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONDUIT AND THE CONDUIT RELATED PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY, OR CONTENT IN OR LINKED TO THE SERVICES.
LIMITATION OF LIABILITY. IN NO EVENT WHATSOEVER WILL CONDUIT OR THE CONDUIT RELATED PARTIES BE LIABLE FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOST TIME, OR GOODWILL, OR (II) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, OR SPYWARE. IN NO EVENT WILL THE MAXIMUM CUMULATIVE LIABILITY OF CONDUIT AND THE CONDUIT RELATED PARTIES EXCEED THE FEES PAID BY SUBSCRIBER TO CONDUIT UNDER THIS AGREEMENT FOR THE SERVICES IN THE MONTH SUCH LIABILITY IS ALLEGED TO HAVE ARISEN.
Subscriber will indemnify, hold harmless, and defend Conduit and each of the Conduit Related Parties against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and court costs, arising out of, connected with, or resulting in any way from any third-party claim based on the access to or use of the Services by Subscriber, any of Subscriber's Authorized Users, or any other person using Subscriber's account or access information.
"Confidential Information" means all non-public or proprietary information treated as confidential by Conduit, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," including the existence of this Agreement and its terms, the Services, the Applications, and all screens and formats used in connection therewith.
Subscriber will, and will cause Subscriber's Authorized Users to: (i) protect and safeguard the confidentiality of the Confidential Information with at least the same degree of care as the Subscriber would protect its own confidential information, but in no event with less than a commercially reasonable degree of care; and (ii) not use the Confidential Information, or permit it to be accessed or used, for any purpose other than to access and use the Services in accordance with this Agreement.
Under no circumstances may Subscriber use or disclose the Confidential Information, the Services, or the Applications to assist in the development of a product or service in any format similar to, or which could be competitive with, the Services or the Applications.
Subscriber is solely responsible for (i) providing the Subscriber Data, (ii) verifying the accuracy and completeness of the Subscriber Data for use in the Services, (iii) the creation of Subscriber's own data forms utilizing Conduit's base form templates, and (iv) all other materials uploaded, posted, or stored through Subscriber's use of the Services. Subscriber represents and warrants that Subscriber has and will have all necessary right, title, and interest in and to the Subscriber Data.
Subscriber acknowledges and agrees that the professional duty to a client in providing recovery services lies solely with the recovery professional providing the client-care services. Clinical information, if any, provided to or obtained from the Services is intended only as a supplement to, and not a substitute for, the knowledge, expertise, and judgment of professional personnel. Conduit disclaims all liability for the use of all information provided by, and the results obtained from, the Services by professional personnel.
Conduit will provide the Services in material compliance with all federal, state, and local laws applicable to Conduit's provision of such Services. Subscriber acknowledges and agrees that the Services, and the underlying software, may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government.
Subscriber and Conduit must maintain, at all times during the Term, at their sole cost and expense, insurance in types and amounts sufficient to (a) cover and implement Subscriber's obligations and contingent liabilities under this Agreement and (b) comply with applicable laws, rules, or regulations.
Each party hereby represents and warrants to the other party as follows: (a) such party is duly organized, validly existing, and in good standing under the laws of the jurisdiction of such party's organization; (b) such party has all requisite organizational power and authority to perform such party's obligations under this Agreement; (c) all action on the part of such party to authorize the approval, execution, and delivery of this Agreement has been taken; and (d) this Agreement, when executed and delivered by the other party, will constitute the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms.
Attorneys' Fees. If any party institutes any legal suit, action, or proceeding against the other party to enforce the covenants contained in this Agreement, then the prevailing party in the suit, action, or proceeding will be entitled to receive in addition to all other damages, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys' fees and court costs.
Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.
Entire Agreement. This Agreement, together with the applicable Order, constitutes the entire agreement between the parties with respect to the subject matter of the Agreement, and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.
Contact: For legal matters, contact legal@conduithealth.io. For support, contact support@conduithealth.io.
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