Terms of Service

Please read these Terms of Service (“Terms”, “End User License Agreement”, “Agreement”) carefully. These terms govern your use of the products and services provided hereunder by Conduitly, Inc. (“us”, “we”, “our”, or “Conduitly”), a Delaware corporation, including the conduitly.com website, Conduitly web application, Conduitly APIs, Conduitly integration services, and any updates, upgrades, modified versions, extensions, improvements, and derivative works of the foregoing (collectively, the “Service”).

The term “You” in these Terms refers to the entity that you are representing. By accepting these Terms, you are representing and warranting that (i) you have the legal authority to bind your employer or the entity you are representing to these Terms, (ii) you have read and understood these Terms, and (iii) you agree to these Terms on behalf of the entity you are representing. If you are using the Service for personal use only (i.e., not on behalf of any organization, business, or other legal entity) and have signed up for your Conduitly account using a personal email address, then all references to “You” in these Terms mean you as an individual.

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms, then you do not have permission to access or use the Service.

1. Term and Termination

By signing up for a subscription or free trial, Conduitly grants you a non-transferable, non-exclusive right to access and use the Conduitly web application and documentation (collectively, the “Service”), subject to these Terms and any usage restrictions set forth. These Terms will remain in effect until your subscription has been canceled or the Agreement has been terminated by you or Conduitly. If you sign up for a free trial and have not purchased a subscription before the end of the trial period, this Agreement will be terminated at the end of the trial period.
This Agreement will become effective on the date you sign up and will continue to remain in force as long as you maintain an active subscription with Conduitly, until the Agreement is terminated by you or Conduitly.
Your Subscription Term begins once you register for your Conduitly account. Your billing cycle will be either monthly (billed on the 1st of the month) or annual (billed on your subscription anniversary date), based on the billing cycle that you selected upon registration, or if purchasing the Service from a sales representative or Reseller, then the Subscription Term listed on your order form. UNLESS YOU DOWNGRADE OR CANCEL YOUR SUBSCRIPTION PRIOR TO EXPIRATION OF YOUR CURRENT SUBSCRIPTION TERM, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR ANOTHER SUBSCRIPTION TERM ON THE SAME PLAN (OR IF NO LONGER AVAILABLE, THE EQUIVALENT SUCCESSOR PLAN) AND FOR A PERIOD EQUAL TO YOUR THEN CURRENT SUBSCRIPTION TERM. All renewals are subject to the applicable Service and Plan continuing to be offered, and will be subject to the then-current Fees applicable to the renewed Service.
By providing written notice to the other party, a party may terminate this Agreement at any time for any of the following reasons:
- You may cancel your subscription at any time by notifying Conduitly using the Cancel Subscription option inside the online web portal or by notifying us in writing.
- The other party materially breaches this Agreement and fails to cure the breach within 30 days of receiving written notice of the breach.
- A petition in bankruptcy is filed by or against the other party.
- A receiver is appointed on account of the insolvency of the other party
- An assignment is made of the other party’s business for the benefit of its creditors.
For the avoidance of doubt, the following do not constitute cancellation of a paid plan or termination of your Conduitly subscription: (i) a chat, verbal conversation, email, or phone request to cancel your subscription; (ii) revoking or suspending any form of payment put on record with Conduitly to pay your subscription fees; or (iii) any cancellation or termination confirmation from a party other than Conduitly or its licensed Resellers. You expressly acknowledge that downgrading your Service may cause the loss of features or other capabilities of your Conduitly account, and that Conduitly does not accept any liability for such loss.
After terminating your Conduitly subscription, neither your subscription nor your data can be restored or recovered in any way. You are responsible for backing up your data before termination.
If you do not log in to your account or have any active workflows for twenty-four (24) or more months, we reserve the right to designate your Conduitly account as “inactive” and delete the account and/or all the data associated with it.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, any obligation to pay any amounts owed but unpaid, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

2. Usage and Restrictions

You may use your Conduitly account and the Service only (i) for lawful purposes; and (ii) in accordance with these Terms and the Documentation.
You shall not (nor allow any third party to) directly or indirectly:
- Decompile, disassemble, reverse engineer, decipher, or otherwise attempt to derive the source code for any part of the Service.
- Violate the intellectual property or other rights of Conduitly, including, without limitation, (i) copying or distributing our technology without consent or (ii) copying or distributing our documentation or other materials without consent or (iii) removing any product identification, copyright or proprietary notices from copies of our documentation or branded materials.
- Except with the express written permission of Conduitly, modify or incorporate the Service into other software or create a derivative work from any part of the Service.
- Use the Service to upload, transmit or otherwise distribute any content that is unlawful, fraudulent, abusive, threatening, obscene, contains malware, viruses, worms, or any other harmful code, or is otherwise objectionable as reasonably determined by Conduitly.
- Utilize the Service to conduct unlawful or fraudulent activity
- Attempt to breach the Service’s security and authentication measures, gain unauthorized access to accounts that are not yours, or attempt interfere with the operation of, or place an unreasonable load on, the Service (e.g., denial of service attacks, viruses, spam, brute force attacks, man-in-the-middle attacks).
- Attempt to mirror or otherwise simulate the appearance or function of the Service.
- Develop, support, or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape or otherwise copy data from the Service without Conduitly’s consent.
- Encumber, timeshare, sublicense, rent or lease the rights granted by this Agreement.
The Service operates with or uses application programming interfaces and other services operated or provided by third parties. You may use third party applications, software, interfaces, products, services or websites, as well as Third Party Connectors, that interoperate with the Service (collectively, “Third Party Services”). You are solely responsible for acquiring all rights required to use the Third Party Services, maintaining access to the Third Party Services, and complying with all applicable terms and privacy policies of the Third Party Services. Conduitly does not warrant or support any Third Party Services, regardless of whether Conduitly recommends or prefers any particular Third Party Services. Because access to the Third Party Services is subject to the control of the respective owners of those services, Conduitly does not guarantee that the Platform will interoperate or be compatible with, or remain interoperable or compatible with, any Third-Party Services. Conduitly is not responsible for any performance issues with Third Party Services, including, but not limited to, unavailability or outages of Third Party Services, or changes and developments in Third Party Services that may interrupt Your use of the Platform with those services. As between You and Conduitly, You are solely responsible for any data loss or other losses suffered as a result of using the Third Party Services. If any Third Party Services cease to interoperate with the Platform, or are offered to Conduitly on terms unacceptable to Conduitly, Conduitly may cease support for such Third Party Services within the Platform without entitling You to any refund, credit or other compensation.
You acknowledge that (i) you are exclusively responsible for and control the timing, content, and distribution of any telephonic or electronic communications made or initiated to any person or entity in connection with your use of the Service; and (ii) any such communications are made or initiated only because of your actions. You further warrant that all telephonic or electronic communications made or initiated in connection with your use of the Service comply with all applicable foreign and U.S. federal or state laws and regulations, including without limitation the Telephone Consumer Protection Act, before you make or initiate any telephonic or electronic communication through the Service.
The Service shall always reside on Conduitly’s (or its representatives’) servers and you shall have no right to any object or source code of the Service.
You shall not access the Service via any Web site other than conduitly.com or a subdomain of conduitly.com, or the custom site or link provided for the customer (the “Customer’s Site”) by Conduitly.
If you are a reseller signing up for the Service on behalf of a Customer, you represent that you are duly authorized to represent the entity and accept the terms of this Agreement on behalf of such entity, and any references to “you” in this Agreement refer to such entity and all of its employees, consultants, and agents. You are responsible for all activity on the Service that occurs under your account.

3. Services

Conduitly will provide to you the Service with the features as set forth in your subscription plan. The Service is to be provided over the internet and accessed via a web browser or other device owned or controlled by you for your internal business use. The Service may be available in free or paid subscription plans at various plan tiers, and not all features or functionality of the Service may be available in each plan tier. The Service is subject to change without notice. Conduitly reserves the right to, at its sole discretion, modify, add, or remove features or functionality of the Service on a temporary or permanent basis, without liability to you or any third party
Conduitly shall provide you with basic support by help desk in connection with your use of the Service at no additional charge, and with upgraded support if included in your subscription or purchased separately. For Conduitly to meet its service obligations, you agree to notify Conduitly promptly following the discovery of any error. Further, upon discovery of an error, you agree, if requested by Conduitly, to submit to Conduitly a listing of output and any other data that Conduitly may require to reproduce the error and the operating conditions under which the error occurred or was discovered. In addition, you are responsible for obtaining, installing, and maintaining all equipment, internet connections, telephone lines, communications interfaces, operating systems, web browsers, and any hardware necessary to access and use the Service.
Conduitly shall use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime, the termination of your subscription or this Agreement, or any unavailability caused by circumstances beyond Conduitly’s reasonable control. You agree that Conduitly will not be responsible for delays or outages caused by events or circumstances beyond its reasonable control (see Section 14. Force Majeure).
Conduitly shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service, and the security of your Data. Conduitly shall not disclose your Data except as compelled by Applicable Law or as you expressly authorize in writing, or access your Data except to provide the Service and prevent or address service or technical problems, or at your express request in connection with customer support matters. In the event we are compelled by Applicable Law to disclose your Data, we will provide you with notice thereof if permitted by Applicable Law.

4. Communications

By creating an Account on our Service, you agree to receive communications from Conduitly about your account, including communications about billing, customer support, and email alerts sent as part of the functionality of the Service. You also agree that we may send you newsletters, marketing or promotional materials and other information. However, you may opt out of receiving any marketing communications from us by updating your communication preferences within the website or by contacting us via the contact methods described below.

5. Subscriptions

Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set on a monthly basis, unless otherwise specified by us in writing.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Conduitly cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Conduitly’s customer support team.
A valid payment method, such as an ACH authorization or credit card, is required to process the payment for your Subscription. You shall provide Conduitly with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. By submitting such payment information, you automatically authorize Conduitly to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, Conduitly will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

6. Free Trial

Conduitly may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).
You may be required to enter your billing information in order to sign up for the Free Trial.
If you do enter your billing information when signing up for the Free Trial, you will not be charged by Conduitly, until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.
At any time and without notice, Conduitly reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

7. Payment Terms

Unless otherwise provided, all invoices shall be due within 30 days of receipt and all scheduled payments shall be due on the scheduled due date. All amounts shall be deemed past due if payment is not received within 10 business days from the due date. Past due amounts will bear interest at the lesser of one and one-half percent (1 ½ %) per month or the maximum allowable interest under applicable law, from the due date until paid in full. In the event Customer does not pay when due any amount under this Agreement, Conduitly reserves the right to suspend the services it provides hereunder and exercise and assert all of its rights and remedies contained in this Agreement and under applicable law.
All fees and payments stated herein exclude, and the party making payment shall pay, any sales, use or other tax related to the parties’ performance of their respective obligations or exercise of their respective rights under this Agreement, exclusive of taxes based on the receiving party’s net income.
Customer shall pay reasonable out-of-pocket travel and subsistence expenses incurred substantially in accordance with Conduitly’s then-current expense reimbursement policy if customer requires onsite training or support. Conduitly will invoice expenses monthly. Invoices for expenses are due upon receipt.

8. Fee Changes

Conduitly, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
Conduitly will provide you with at least 30 days prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

9. Refunds

Except when required by law, paid Subscription fees are non-refundable.

10. Content

Depending on the features available to you in your selected Subscription, our Service may allow you to upload, post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.
By posting Content on or through the Service, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.
You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. However, by posting Content using the Service you grant us the right and license to use, modify, perform, display, reproduce, and distribute such Content on and through the Service.
In addition, Content found on or through this Service is the property of Conduitly or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

11. Accounts

To access and use the Service, you must register for a Conduitly account. When you create an account with us, you guarantee that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service. Upon creating your account and subject to these Terms, Conduitly will make the Service available to you during the applicable Subscription Term, solely for your own internal business purposes and in accordance with the Documentation.
You are responsible for maintaining the confidentiality of your Conduitly account and password, including but not limited to the restriction of access to your computer and/or account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. You agree that you will be responsible and liable for all uses of the Service under your account, including without limitation, compliance with all applicable laws, regulations, and third-party terms. You further agree that Conduitly will not be liable for any cost, loss, damages, or expenses arising out of a failure by you to maintain the security of your account.
You may not use as a company name or username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

12. Intellectual Property

Except as provided in Section (c) below, Conduitly retains all ownership and title to the Service, the Documentation and all portions, modifications and copies thereof (including interface programs) created or adapted by Conduitly and/or its contractors pursuant to this Agreement.
Conduitly retains all copyright and other intellectual property rights in everything Conduitly develops either before or during the course of this Agreement, including the Services, methodologies, software, the Documentation and know-how. Subject to Section (c), below, Conduitly also retains all copyright and other intellectual property rights in all reports, written advice or other materials provided by Conduitly to the Customer. Customer shall have the limited right to use and reproduce all materials developed by Conduitly under this Agreement internally for the term of this Agreement.
All documentation and information, including but not limited to, programs, specifications, technical information and data, made available to Conduitly by Customer in connection with this Agreement (collectively, “Customer Property”) is the exclusive property of Customer. Such Customer Property shall be used by Conduitly only in connection with the performance of the Service, and, at the written request of the Customer, all copies of the Customer Property together with any notes and/or summaries thereof (whether handwritten or mechanically produced) shall be delivered to Customer upon the termination of this Agreement. Customer represents to Conduitly that Customer alone owns all Customer Property and all other information which it may deliver or supply to Conduitly from time to time and that neither supplying the Customer Property or other information nor Conduitly’s use of the information will violate any license, agreement or applicable law.

13. Links To Other Web Sites

Our Service may contain links to third party web sites or services that are not owned or controlled by Conduitly.
Conduitly has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that Conduitly, Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.

14. Force Majeure

Neither Conduitly (including its providers and suppliers) nor Customer shall be held responsible or be deemed to be in default under this Agreement for any delay or failure in performance of any of their respective obligations hereunder (other than failure to make payments as required herein) if such delay or failure is the result of causes beyond the control and without negligence of the party with respect to whose obligations such delay or failure in performance has occurred. Such causes shall include, but not be limited to, acts of God, strikes, lockouts, riots, insurrections, civil disturbances, sabotage, embargoes, blockades, acts of war, acts or failures to act of any governmental or regulatory body (whether civil or military, domestic or foreign), governmental regulations superimposed after the fact, communication line failures, computer hardware failures, power failures, fires, explosions, floods, accidents, epidemics, earthquakes or other natural or man made disasters, and all occurrences similar to the foregoing (collectively referred to herein as “Force Majeure”).
The party affected by an event of Force Majeure, upon giving prompt notice to the other party of the nature of the event of Force Majeure and the expected length of the delay, shall be excused from performance hereunder on a day to day basis to the extent of such prevention, restriction or interference (and the other party shall likewise be excused from performance of its obligations on a day to day basis to the extent that such obligations relate to the performance so prevented, restricted, or interfered with); provided, however, the party so affected shall use all reasonable good faith efforts to avoid or remove such cause of non-performance and to minimize the consequences thereof and both parties shall resume performance hereunder forthwith upon removal of such cause. No payment shall be required for any period of Force Majeure.

15. Indemnification

You agree to defend, indemnify and hold harmless Conduitly and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Service.

16. Limitation Of Liability

In no event shall Conduitly, Inc., nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed in its essential purpose.

17. Disclaimer

Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

Conduitly its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

You agree and acknowledge that the services to be provided by Conduitly under this agreement are and will remain the provision of information only and will not be deemed to constitute advice (legal, accounting, professional, or otherwise), management, decision-making, or consulting of any nature. Consequently, you and not Conduitly, will be responsible and liable for all matters relating to any of your employees, businesses, or policies, including, without limitation, all matters relating to the dominion, control, management, hiring, firing, promotion, disciplining, or retirement of any employees and all payroll, tax, withholding, benefits, pension, insurance (including, without limitation, workers compensation, health, medical, life, disability, and unemployment insurance), discrimination, sexual harassment, union, collective bargaining, employee plan, employee manual, health, and safety matters. You and not Conduitly will be responsible for the foregoing and for the compliance of the foregoing with all applicable law.

18. Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

19. Informal Dispute Resolution

Any controversy or claim arising out of or relating to this Agreement, the breach thereof or the relationship of the parties (“Dispute”) under this Agreement shall be resolved as follows:

Upon written request of either party, both parties shall appoint a designated representative whose task it will be to meet for the purpose of endeavoring to resolve such Dispute.
The designated representatives shall meet as often as the parties reasonably deem necessary to discuss the problem in an effort to resolve the Dispute without the necessity of any formal proceeding.
Formal proceedings for the resolution of a Dispute may not be commenced until the earlier of: (i) the designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) the expiration of the 30 day period immediately following the initial request to negotiate the Dispute.

20. Dispute Resolution

If Conduitly and Customer cannot reach a mutually agreeable settlement through conciliation within the time frame set forth in Section 19, they agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled solely and exclusively by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), as modified herein.
Each demand for arbitration shall describe the claim and relief sought. Disputes will be heard and determined by a panel of three arbitrators who each are experienced and knowledgeable in the practices generally of the data processing industry, and at least one of the arbitrators will be an attorney. One arbitrator will be appointed by each party to serve on the panel. The two arbitrators will appoint one neutral arbitrator. If the two arbitrators selected cannot agree on the appointment of the third arbitrator within 20 days of their appointment, or if either party shall fail to appoint its arbitrator within 20 days after receipt of notice of demand for arbitration, such arbitrator(s) not appointed shall be selected and appointed by the AAA upon application of either party. Unless the parties agree otherwise, the place of arbitration shall be Los Angeles, California.
Upon any award of the majority of the arbitrators shall be final, binding and conclusive and may be entered upon the motion of either party in any court having jurisdiction thereof or having jurisdiction over one or more of the parties or their assets. The award of the arbitrators may grant any relief that might be granted by a court of competent jurisdiction. Either party, before or during any arbitration, may apply to a court of competent jurisdiction for equitable relief where such relief is necessary to protect its interests pending completion of the arbitration.
Except for claims of indemnity, defense or hold harmless as described in this Agreement, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be brought no later than twelve (12) months after such claim or cause of action arose or be forever barred.

21. Governing Law

These Terms shall be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.

22. Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

23. Contact Us

If you have any questions about these Terms, please contact us:

By email: support@conduitly.com
By submitting a contact request on our website: https://www.conduitly.com/contact/
By mail:
Conduitly, Inc.
1968 S. Coast Hwy #754
Laguna Beach, CA 92651
USA