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(Effective July 1, 2024)
Welcome to Conduit Ag, Inc.!
We at Conduit Ag, Inc. and our Affiliates (collectively with our Affiliates, “Conduit” "we," and "us," or "our") believe that Ag Data can be essential to your farm's profit potential, and when anonymously aggregated along with tens of thousands of contributing acres, can be even more beneficial to your farm. This is the central premise of Conduit, that independent farmers working together are stronger and can be more profitable than being totally on your own. We exist to be your partner in building a better future for farmers. The security, privacy, and integrity of your information is something we take seriously - both in principle and practice with our technology and our Terms of Service.
When you use Conduit Ag you enter into the legal agreement below. Although we try to make this agreement as readable as possible, it still contains a fair amount of “legalese”. To help navigate the legal jargon we have included everyday language summaries alongside the actual terms of the agreement, which we’ve labeled as “Summaries”. These summaries are provided for convenience; we encourage you to still read the full terms for the complete picture of your legal rights and obligations. We have also bolded a few areas that discuss important legal rights and obligations, including the following:
IMPORTANT NOTICE: DISPUTES ABOUT OR ARISING OUT OF THESE TERMS OR RELATING TO THE SERVICES GENERALLY MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS ONLY AS SPECIFICALLY SET FORTH BELOW.
Our Terms of Service
1. What These Terms Cover
2. Account Terms
3. Responsibility for Content
4. Data
5. Copyright Notice and Take-Down Policy
6. Fees; Price Adjustments; Payments; Promotional Memberships
7. Automatic Renewal; Termination
8. Changes
9. Warranty Disclaimer; Limitation of Liability
10. Dispute Resolution
11. Miscellaneous
12. Additional Terms
Our Terms of Service
As used in these Terms of Service, “we”, “us”, “our”, and “Conduit” means Conduit Ag, Inc. and our Affiliates, and “you” and “your” refers to yourself, your farm enterprise, and/or your company and its employees, agents, and authorized account users.
When we refer to our "Affiliates" we mean our subsidiaries, including, but not limited to, Landus Cooperative.
These Terms of Service (hereinafter, “Terms”) are a binding contract between you and us. By accessing and using our Services (defined below), you are agreeing to these Terms, as well as those in our Privacy Policy (“Privacy Policy”) available at https://conduit.ag/policies/privacy-policy, the Service-Specific terms, and any applicable Additional Terms (defined below). We define Your Data, Ag Data, Financial Data, Personal Data and any other capitalized terms used but not defined herein, and how we use each category of information, in the Privacy Policy. Any terms we use in these Terms without defining them have the definitions given to them in the Privacy Policy.
These Terms apply to all users of the Services (“Users”), including, but not limited to, individuals or businesses with professional accounts, such as agronomists, applicators, experts, consultants, etc. (collectively, “Professionals”). By accessing Conduit’s website, mobile application or using the Services in any way, you agree to all of these Terms, and these Terms will remain in effect while you access the website or use the Services.
1. What These Terms Cover.
1.1 Conduit Services.
When we refer to our “Services,” we mean all products and services owned and operated by Conduit Ag, Inc. or any of its Affiliates, including the content, features, tools, data, software and functions made available by Conduit Ag, website(s) and our Conduit mobile application.
1.2 Service-Specific Terms.
CERTAIN SERVICES MAY HAVE THEIR OWN SEPARATE TERMS AND CONDITIONS, WHICH ARE IN ADDITION TO THESE TERMS. YOU SHOULD READ THOSE SERVICE-SPECIFIC ADDITIONAL TERMS AND CONDITIONS CAREFULLY. BY ACCESSING OR USING SUCH SERVICES, YOU AGREE TO BE BOUND BY THOSE ADDITIONAL TERMS AND CONDITIONS. IN THE EVENT OF A CONFLICT, THOSE ADDITIONAL TERMS AND CONDITIONS WILL GOVERN YOUR USE OF THOSE SPECIFIC SERVICES.
1.3 Non-Conduit Offerings.
To enhance the value we provide, we may list products or services offered by other third parties. While we do our best only to list products and services which we believe provide value to customers, it is a central premise of Conduit that transparent information is invaluable to you, our customer, to make the right decision for your farm. Therefore, these offerings should not be construed as either an endorsement or recommendation by us. If you opt-in to being contacted by the third party, we may provide them with your Personal Data, including name, phone number, email, zip or postal code and any other information which may be required for them to contact you. The products and services offered by others are subject to availability and the third party's eligibility criteria. If you visit a third-party website, we encourage you to carefully read their terms of service and privacy policies, as these may differ from our own. By using any third-party services, you agree to indemnify, defend, and hold harmless Conduit Ag. Inc. and its officers, directors, and employees from any and all liability, including losses or damages of any sort, arising from your interactions with these third parties.
1.4 Service Availability.
Our Services are currently available only to Users based in and using the Services in certain parts of the United States. Our Services are not available in all locations and are subject to all applicable federal, state/provincial, and local laws and regulations.
1.5 Modifications.
We reserve the right in our sole and absolute discretion to make changes to how we operate and provide our Services, including adding new services, modifying existing services, or suspending, discontinuing, or terminating your access to any or all portions of our Services.
2. Account Terms.
2.1 Eligibility.
You may be required to create an account and specify apassword in order to access or use certain aspects of our Services. Creating a Conduit account is essential to access certain aspects of ourServices.
By creating a Conduit account, you represent and warrantthat you are an individual of legal age in your jurisdiction, meet all othereligibility requirements set forth herein, including, but not limited to, thoseset forth in the Additional Rules and Restrictions section below, and have theauthority to agree to these Terms on behalf of yourself, your farm enterprise,and/or your company and to bind yourself and them to these Terms (references to“you” and “your” in these Terms, refer to you, your farm enterprise, and/oryour company and its employees, agents and authorized account users). To theextent consistent with applicable law, these Terms establish abusiness-to-business, commercial and non-consumer relationship.
SUMMARY
Our most helpful features and Services require you to register as an CONDUIT member.
If you decide to register, you are certifying to us that you are of legal age and you
have the authority to register an account.
2.2 Photos and Testimonials.
We host events such as clinics and webinars, and hostbooths at other industry events. Subject to applicable law, you herebyauthorize us to photograph and video/audio-record you at any of these eventsand authorize us to use your name, likeness, any verbatim notes or quotes,testimonials or any other photographs or comments that you provide us throughany means and media, now known or developed in the future, in perpetuity,without geographical limitation, and without any compensation whatsoever to you,and to the extent permitted, you waive any and all moral rights associated withsuch content for marketing and promotional purposes.
2.3 Electronic and Telephone Communications.
You explicitly consent to receive communications from uselectronically and by telephone, including but not limited to, e-mails,electronic notices, text messages, and phone calls. You agree that allagreements, notices, disclosures, and other communications we provide to youelectronically satisfy any legal requirements that such communication be inwriting. Unless you advise us otherwise, we may record and save any and allelectronic and telephone communications for training, quality assurance, verificationpurposes, and all other permitted uses under the law. Your consent to receiveelectronic and telephonic communications is not required to use the Services,however, by withholding your consent, you may not receive certaincommunications or promotions. If you wish to withdraw your consent to receiveelectronic and telephonic communications or to modify the ways in which wecontact you, please contact us at cs@conduit.ag.
2.4 Additional Rules and Restrictions.
Your use of the Services is subject to the followingadditional rules and restrictions:
2.4.1. You will only use the Services for the internalbenefit of your own farm, or, if you are a Professional, for the benefit of aConduit Member’s farm. You may also only use the Services in amanner that complies with all laws that apply to you. To the fullest extentpermitted by law, you are ineligible for a membership account if you are usingthe Services to benefit other parties that are not Conduit memberfarmers; for resale, wholesale or retail purposes; to provide other services;or to obtain information for the purpose of competing with any of the Servicesoffered by Conduit. All of the foregoing are prohibited uses of aConduit membership account and/or the Services. If your use of theServices is prohibited by any applicable laws, then you are not authorized touse the Services.
2.4.2. You will not share your account or password withanyone, and you will take reasonable steps to protect the security of youraccount and your password. You are responsible for any activity associated withyour account and subaccounts, whether you or a person you have authorized arethe persons undertaking such activity.
2.4.3. You will not contribute any Content or otherwise useor interact with the Services in a manner that:
SUMMARY
You agree you won’t use our services to do anything illegal. If you decide to register for a
CONDUIT account, you are certifying to us that you are who you say you are and you won’t
let anyone else use your account.
3. Responsibility for Content.
Any information or content publicly posted or privatelytransmitted through the Services, including Member Content posted throughthe CONDUIT Community service (collectively, “Third-PartyContent”), is the sole responsibility of the person from whom such Third-PartyContent originated, and you access all such information and content at your ownrisk. You acknowledge and agree that CONDUIT is not liable forany errors or omissions in that Third-Party Content or for any damages orloss you might suffer in connection with such Third- Party Content. We cannotcontrol and have no duty to take any action regarding how you may interpret anduse any of the Third-Party Content or what actions you may take as a result ofhaving been exposed to any Third-Party Content, and you hereby release us fromall liability for you having acquired or not acquired Third-Party Contentthrough the Services.
The Services may contain links or connections tothird-party websites or services that are not owned or controlled by CONDUIT (collectively,“Third-Party Services”). When you access third-party websites or useThird-Party Services, you accept that there are risks in doing so, and that weare not responsible for such risks or for mitigating such risks.
Your interactions with Third-Party Content or Third-PartyServices found on or through the CONDUIT Services are solelybetween you and the Third Party. You should make whatever investigation youfeel necessary or appropriate before proceeding with any online or offlinetransaction with any of these third parties. You agree that CONDUIT willnot be responsible or liable for any loss or damage of any sort incurred as theresult of any such dealings.
If there is a dispute between Users, or between a User andany third party, you agree that other than as provided in the Ownership andInfringement Policy section below, CONDUIT is under noobligation to become involved. In the event that you have a dispute with one ormore other Users, you hereby expressly release CONDUIT, and allrespective officers, directors, employees, agents, predecessors, successors,assigns, licensors, advertisers and/or suppliers (collectively, the “CONDUITParties”) from any and all claims, demands, and damages of every kind ornature, known or unknown, suspected or unsuspected, disclosed or undisclosed,arising out of or in any way related to such disputes and/or our Services. Ifyou are a California resident, you shall and hereby do waive the provisions ofCalifornia Civil Code Section 1542, which states: "A generalrelease does not extend to claims that the creditor or releasing party does notknow or suspect to exist in his or her favor at the time of executing therelease and that, if known by him or her, would have materially affected his orher settlement with the debtor or released party."
SUMMARY
We might show you stuff from other companies or CONDUIT Members, but we’re not
legally responsible for anything they do. You should review their terms and policies separately.
4. Data.
4.1. Data Storage and Transmission.
Your Data may be transmitted to/from and stored by us orthird-party service providers in the United States, Canada, Brazil, Australia,and other countries such as Romania where we conduct engineering softwaredevelopment. As such, Your Data may potentially be accessible to the lawenforcement and national security authorities of those jurisdictions.
4.2. License.
By sharing Your Data with us, you grant us a royalty-free,worldwide, irrevocable, perpetual license to use, translate, modify, publish,transmit, display, reproduce, commercially exploit, and otherwise act withrespect to Your Data, in each case to enable us to operate the Services and forour own business purposes. This is a license only. Your ownership in Your Datais not affected. All of the licenses you grant to us are subject to our PrivacyPolicy.
Please note that the Services allow you to share Your Datawith other parties, including other CONDUIT Members andProfessionals and you should make sure your sharing settings are configured toyour preferences before sharing Your Data. To the extent you share Your Datawith others, you grant them a license to use and exercise all rights in YourData, as permitted by the functionality of the Services. We are not responsiblefor how others use Your Data, or the advice or information they provide youwhen you share Your Data.
4.3. Ag Data and Member Content Submissions.
You represent and warrant that you exclusively own your AgData and Member Content and have the right to share and license it to us andother parties. To the fullest extent permitted, you waive any and all moralrights in your Ag Data and Member Content, as applicable. We reserve the rightto remove any Ag Data or Member Content for any reason in our sole discretion,including, but not limited to, if someone alleges you contributed the Ag Dataor Member Content in violation of these Terms. You agree to indemnify, defend,and hold CONDUIT harmless against any third-party claims thatmay arise in connection with disputes arising from your ownership of your AgData or Member Content. Certain Services may operate best when CONDUIT Memberscontribute Ag Data or Member Content. As a result, we may from time to timerequire you to provide certain kinds of Ag Data or Member Content in order touse certain Services. These Ag Data and Member Content contributionrequirements are subject to change at any time and in our sole discretion.
We have no obligation, nor any responsibility to any partyto monitor the Services or its use, and do not and cannot undertake to reviewmaterial that you or other users submit to the Services. We cannot ensureprompt removal of objectionable material after it has been posted and we haveno liability for any action or inaction regarding transmissions,communications, or content provided by any user or third party, subject toapplicable laws.
5. Ownership and Infringement
5.1. Our Content.
You understand that CONDUIT owns the Services. Theinformation provided and materials displayed or performed or available on orthrough the Services, including, but not limited to, text, graphics, aggregatedand/or anonymized data, analytics, benchmarking, compilations, articles,photos, images, illustrations, Your Data, and so forth (all of the foregoing,the “Content”) are protected by copyright, trademark, trade secret and/or otherintellectual property laws. We own the Content presented or available throughthe Services other than Your Data or other third-party content that we makeavailable through the Services. You promise that you won’t use, copy,reproduce, modify, translate, publish, broadcast, transmit, distribute,perform, upload, display, license, sell or otherwise exploit for any purposeany Content not owned by you without the prior consent of the owner of thatContent.
SUMMARY
We have created a lot of features and tools for our members to help them better manage
their farms. Please don’t reuse it without our written permission.
5.2. Our Partner Content.
Our Services may also display certain intellectualproperty, such as company, product, data and service name and logos, that areowned by our partners (our “Partners’ Intellectual Property”). Nothing in theseTerms or our Services grants you, by implication, estoppel, or otherwise, anylicense or right to copy, modify, sell, reproduce, distribute, republish,display, post, create derivative works from or transmit in any form any of ourPartners’ Intellectual Property without their prior consent.
5.3. Notice of Infringement.
In accordance with the Digital Millennium Copyright Act of1998 (the "DMCA") for United States Users, the text of which may befound on the United States Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, theCopyright Modernization Act for Canadian Users, and the Australian CopyrightAct 1968 and Copyright Regulations 1969, as well as any other applicablejurisdiction’s law, we will respond expeditiously to claims of copyrightinfringement committed using the Services that are reported to our DesignatedCopyright Agent identified in the sample notice below.
5.3.1. If you are a copyright owner, or are authorized toact on behalf of one, or authorized to act under any exclusive right undercopyright, please report alleged copyright infringements taking place on orthrough the Services by completing the following Notice of Alleged Infringement("Notice") and deliver it to our Designated Copyright Agent. Uponreceipt of the Notice as described below, we will take whatever action, in oursole discretion, we deem appropriate, including removal of the challenged materialfrom the Services.
5.3.2. Notice of Alleged Infringement ("Notice").
Conduit Ag, Inc.
Attn: Copyright Agent
220 SW 9th Street, Suite 300
Des Moines, IA 50309
Telephone +1 618‑266‑3848
Email: cs@conduit.ag
5.4. Our Response.
Following receipt of the Notice, we will expeditiouslyremove or disable the allegedly infringing content. We will also notify theUser who submitted or posted the allegedly infringing material and provide themwith a copy of the Notice. We may suspend or terminate access to our Servicesby Users that repeatedly infringe the copyrights of others.
5.5. Counter-Notice.
If a User believes that their content was removed ordisabled by mistake or misidentification, the User can send us a writtencounter-notification that includes the following:
Email your counter-notice to and include all of thefollowing:
1. Your name, address, and telephone number.
2. The source address of the content that was removed (copyand paste the link in the notification email).
3. A statement under penalty of perjury that you have agood faith belief that the content was removed in error.
4. A statement that you consent to the jurisdiction of theUnited States District Court, Northern District of California, located in SanFrancisco, California, for United States Users or the Court of Queen’s Bench inCalgary, Alberta for Canadian Users, and that you will accept service ofprocess from the person who originally provided us with the Notice.
5. A physical or electronic signature (for example, typingyour full name).
SUMMARY
If you think something on our platform belongs to you, let us know using the steps above.
6. Fees; Price Adjustments; Payments; PromotionalMemberships.
6.1. Fees.
Your right to use certain Services is subject to yourcontinued and timely payment of all applicable fees for those Services (“PaidServices”) and any and all outstanding balances owed to CONDUIT.Any payment terms or “free trial” terms presented to you in the process ofusing or signing up for Paid Services are part of these Terms.
6.2. Price Adjustments.
We may modify our prices at any time or modify whichServices are included. If we modify our price for any membership which renewsautomatically, we will give you notice, either in your account or through othermeans, of the new prices at least thirty (30) days before the beginning of therenewal term in which the prices will be effective. If you (i) do not cancelyour subscription as described in the ‘Recurring Charges/Automatic RenewalConditions’ section below, or (ii) are located in a jurisdiction that requiresyour explicit agreement, you agree to the new prices and authorize us to chargeyour payment card accordingly.
6.3. Payment Methods.
For any membership related charges, we only accept ACHpayments, credit cards and checks. For CONDUIT Directpurchases, we only accept ACH payments, credit cards, and checks. For CONDUITFinance payments, payment terms and methods will be outlined in the creditagreements and/or related documentation. We reserve the right to charge you anyprocessing or transaction fees incurred in connection with any transaction.When we partner with third parties, such as NACHA, Stripe®, Plaid®, or banks,to offer you different payment methods, you are solely responsible forreviewing and complying with those third parties' respective terms andconditions, and for completing any required authorization forms or otherdocuments requested by us or those third parties. Furthermore, you consent tous disclosing your Financial Data and Personal Data to such payment processorsfor purposes of processing payment. We reserve the right to add or discontinueany payment method at any time and without notice. Note: Certain paymentmethods may not be available for all Services or all Users.
6.4. Promotional Services.
From time to time, CONDUIT offers somecustomers trial or other promotional services (collectively, “PromotionalServices”). Promotional Services are subject to these Terms except as otherwisestated in the promotional offer and are for new customers or certain Usersonly. Only one Promotional Services is available per farm operation. SuchPromotional Services shall automatically expire on the terms of the promotionaloffer which granted such Promotional Services unless the terms of thepromotional offer are met.
7. Automatic Renewal; Termination.
7.1. Automatic Renewal.
For Paid Services, if applicable, you agree that we maycharge your default payment card or default bank account via ACH withdrawal upto two days prior to the end of your current payment cycle at the then-currentapplicable rate (see Price Adjustments, below), unless you have canceled youraccess to the Paid Services, turned off automatic renewal, or automatic renewalis prohibited by applicable law. If your default payment card or bank accountACH does not process, we reserve the right to automatically charge any otherpayment card connected to your account. You are free to stop using the Servicesat any time and may cancel your access or turn off automatic renewal bycontacting CONDUIT Support at cs@conduit.ag.Unless you specify otherwise, your access to the Paid Services will end on thespecified end date in any applicable agreement. We are also free to terminateyour use of, or suspend your access to the Services or your account, for anyreason and at any time in our discretion, including, but not limited to, yourbreach of these Terms or ineligibility for access under these Terms. Paymentsmade for Paid Services are nonrefundable and there are no refunds or credits ofany kind for a canceled, suspended, or terminated Services. Please be awarethat we will not be sending you an annual statement regarding renewal orotherwise.
7.2. Termination.
Please refer to our PrivacyPolicy, as well as the licenses above, to understand how we treatYour Data after you have stopped using our Services. Please note that we arefree to terminate (or suspend access to) your use of the Services or youraccount, for any reason in our sole discretion, including your breach of theseTerms or ineligibility for membership under these Terms. Account termination iseffective at the time you confirm termination or at the time we terminate youraccount, even if termination occurs prior to the end of your then currentmembership term. As set forth above, we do not refund membership fees ontermination for any reason. Provisions that by their nature should survivetermination of these Terms shall survive termination. Consistent with theseTerms and our Privacy Policy, we may retain and use YourData after your membership is terminated for any reason. You may request thatwe provide you a copy of your Ag Data in the original format it was uploaded,or an equivalent format, by contacting us at 618‑266‑3848 at any time.Provisions that by their nature should survive termination of these Terms shallsurvive termination.
8. Changes to These Terms.
We are always working to improve the Services, so theseTerms may need to change along with the Services. We reserve the right tochange the Terms at any time, but if we do, we will bring it to your attentionby placing a notice on the website, by sending you an email, and/or by someother means. If you don’t agree with the new Terms, you are free to rejectthem; but that means you will no longer be provided access to the Services orbe able to use the Services.
9. Warranty Disclaimer; Limitation of Liability
9.1. Warranty Disclaimer.
CONDUIT does not make anyrepresentations or warranties concerning the Services and/or any Contentcontained in or accessed through the Services, and CONDUIT isnot responsible or liable for the accuracy, copyright compliance, legality, ordecency of Content contained in or accessed through the Services. THE SERVICESAND CONTENT ARE PROVIDED BY CONDUIT (AND THEIRLICENSORS, ADVERTISERS AND/OR SUPPLIERS) ON AN “AS-IS,” “WHERE IS” and “WHEREAVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR ANY KIND, EITHER EXPRESS ORIMPLIED, INCLUDING, WITHOUT LIMITATION, (A) IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT,AND/OR (B) ANY WARRANTIES THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTIONOR DOWNTIME OR THAT THEY ARE FREE FROM ERRORS, VIRUSES OR OTHER HARMFULCOMPONENTS OR THAT YOU WILL EXPERIENCE ANY PARTICULAR CROP OR SEED PERFORMANCEOUTCOME, OR THAT YOU WILL SEE ANY PARTICULAR FINANCIAL, BUSINESS OR AGRONOMICRESULT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTYLASTS, SO ONLY PORTIONS OF THE ABOVE LIMITATIONS MAY APPLY TO YOU.
9.2. Limitation of Liability.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NOCIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT,CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL CONDUIT COMPANIESOR CONDUIT PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANYINDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING,BUT NOT LIMITED TO, DAMAGES FOR LOST REVENUES OR PROFITS OR UNREALIZED SAVINGS,ANY CROP OR YIELD LOSS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF CONTENTAND/OR AMOUNTS EXPENDED IN RELIANCE ON CONTENT (INCLUDING ANALYTICS),BENCHMARKING OR INFORMATION AVAILABLE THROUGH THE SERVICE, OR COMPUTER FAILUREOR MALFUNCTION, AND/OR (B) ANY DAMAGES IN THE NATURE OF PUNITIVE OR EXEMPLARYDAMAGES, OR (C) SHOULD ANY APPLICABLE LAW NOT ALLOW CERTAIN EXCLUSIONS ORLIMITATIONS OF DAMAGES, ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATEROF (I) $100.00, OR (II) THE AMOUNTS PAID BY YOU TO CONDUIT INCONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELYPRECEDING THE APPLICABLE CLAIM. PLEASE BE AWARE THAT SOME JURISDICTIONS DO NOTALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO ONLY PORTIONS OF THEABOVE LIMITATIONS AND EXCLUSIONS MAY APPLY TO YOU.
10. Dispute Resolution.
10.1. Injunctive Relief.
You acknowledge and agree that money damages would not be asufficient remedy for any breach or violation of these Terms by you and,accordingly, you agree that CONDUIT is entitled to immediate injunctive relieffrom a court of competent jurisdiction as set forth above as a remedy for anyactual or threatened breach or violation by you of these Terms without anyrequirement of proof of damages or the posting of any bond. This remedy is inaddition to any and all other remedies available to CONDUIT atlaw or in equity.
10.2. Agreement to Arbitrate.
Without limiting the right to seek injunctive relief in acourt of competent jurisdiction, you and we agree to resolve any claimsrelating to the Terms, the Privacy Policy, the Content, and/or the Servicesthrough final and binding arbitration. This applies to claims of all kinds andnatures under any legal theory. It also applies even after you have stoppedusing our Services or your use has been terminated or suspended for any reason.This provision does not apply to any specific contracts between you and us,where we have agreed in writing to resolve contract-related claims throughother means in connection with specific transactions between us.
An arbitration proceeding is held before a neutralarbitrator rather than a judge and/or jury, so we are all giving upour right to a trial before a judge and/or jury. Arbitrationproceedings are governed by different rules than proceedings before a court.Arbitration proceedings are less formal than court proceedings and providelimited opportunities for a party to require another party to share informationrelevant to the dispute—a process called discovery. The arbitrator can awardthe same damages and relief on an individual basis that a court can award to anindividual. But, if any of us does not like the arbitrator’s decision, thecourts only have a limited ability to change the outcome of the arbitration ormake the arbitrator reconsider his or her decision. If we have a dispute aboutwhether this agreement to arbitrate can be enforced or applies to our dispute,you and we agree that the arbitrator will have the sole authority to decidethis issue too.
The arbitration will be administered by JAMS pursuant toits Comprehensive Arbitration Rules and Procedures and in accordance with theExpedited Procedures in those Rules. Judgment on any arbitration award may beentered in any court of competent jurisdiction. This clause shall not precludeany party from seeking any provisional remedies in aid of arbitration from acourt of competent jurisdiction. Any arbitration will take place in SanFrancisco, California, for U.S. Users and in Calgary, Alberta for CanadianUsers.
10.3. No Class Actions.
YOU AGREE THAT YOU MAY ONLY BRING A CLAIM AGAINST CONDUIT ANYOF THE CONDUIT COMPANIES AND/OR ANY OF THE CONDUIT PARTIES ONAN INDIVIDUAL BASIS. That means:
10.3.1. You cannot bring a claim as a plaintiff or classmember in a class action, consolidated action or representative action.
10.3.2. The arbitrator cannot combine more than oneperson’s claim into a single case, and cannot preside over any consolidated,class or representative arbitration proceeding (unless you and we both agree tochange this).
10.3.3. The arbitrator’s decision or award in one person’scase can only impact the person who brought the specific claim and cannot beused to decide other disputes with other Users and/or members.
If a court decides that this subsection on “No ClassActions” is not enforceable or valid, then the entire Agreement to Arbitrateand Class Action Waiver will be null and void, but the rest of the Terms andPrivacy Policy will still apply.
11. Miscellaneous.
11.1. Assignment.
You may not assign, delegate or transfer these Terms oryour rights or obligations hereunder, or your Services account, in any way (byoperation of law or otherwise) without our prior written consent. We maytransfer, assign, or delegate these Terms and our rights and obligationswithout consent or notice.
11.2.1 Governing Law.
11.2.1. U.S. Users only - These Terms aregoverned by and will be construed under the laws of the State of Iowa, withoutregard to the conflict of laws provisions thereof, except that the FederalArbitration Act (including its procedural provisions) is the law that will be appliedto determine whether the Agreement to Arbitrate and Class Action Waiver belowcan be enforced and how it should be interpreted. The parties agree that theUnited Nations Convention on Contracts for the International Sale of Goods isspecifically excluded from application to these Terms. You agree, subject tothe arbitration provision above, to the exclusive jurisdiction of the Iowastate courts located in Des Moines, Iowa, or the United States District Court,Southern District of Iowa, respectively, including for the issuance of anyinjunctive relief, and waive any jurisdictional, venue, or inconvenient forumobjections to such courts.
11.3. Canadian Users only
These Terms are governed by and will be construed under thelaws of the Province of Alberta, without regard to the conflict of lawsprovisions thereof. The parties agree that the United Nations Convention onContracts for the International Sale of Goods is specifically excluded fromapplication to these Terms. You agree, subject to the arbitration provisionbelow, to the exclusive jurisdiction of the Court of Queen’s Bench orProvincial Courts located in Calgary, Alberta, or the Federal Court located inCalgary, Alberta, as applicable, including for the issuance of any injunctiverelief, and waive any jurisdictional, venue, or inconvenient forum objectionsto such courts.
11.4. Severability.
If any provision of these Terms is found to beunenforceable or invalid, that provision will be limited or eliminated to theminimum extent necessary so that these Terms shall otherwise remain in fullforce and effect and enforceable.
11.5. No Waiver.
The failure of either you or us to exercise, in any way,any right herein shall not be deemed a waiver of any further rightshereunder.
11.6. Entire Agreement.
You and we agree that these Terms are the complete andexclusive statement of the mutual understanding between you and us regardingthe matters set forth or referred to herein, and that these Terms supersede andcancel all previous written and oral agreements, communications and otherunderstandings relating to the subject matter of these Terms. Notwithstandingthe foregoing, from time to time, you and we may enter into other agreementsconcerning the sale and/or purchase of other services or products, or for otherpurposes, which are subject to additional terms and conditions. In the event ofany conflict or inconsistency between those terms and conditions and theseTerms, those terms and conditions shall take priority as to the specifictransactions they are associated with. You hereby acknowledge and agree thatyou are not an employee, agent, partner, or joint venture of or with the CONDUIT,and you do not have any authority of any kind to bind CONDUIT inany respect whatsoever. Except for the CONDUIT Parties, youand we agree there are no third-party beneficiaries intended under these Terms.
12. Additional Terms.
12.1. Additional Terms for MobileApplications.
These Terms apply to your use of all the Services,including any applications (“Application”) available via Apple, Inc.’s AppStore, Google Inc.’s GooglePlay, or any other third-party application store(collectively, the “Application Provider”), but the following additional termswill also apply to the Application:
Core Principles of CONDUIT
Change Log – This change log is a summary only. You areresponsible for reading, understanding, and complying with all of the Termsabove.
July 1, 2024: First version.