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Terms and ConditionsLast updated: December 16, 2025
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR SERVICE.
Capitalized terms not otherwise defined in these Terms and Conditions shall have the following meanings:
a. Application or Service means Conduit's mobile and/or desktop application, known as the "Conduit App," as the same may be downloaded by you on any electronic Device from time to time, including all features, content, tools, applications, application program interfaces, widgets and other tools and services as may be included with respect thereto.
b. Application Store means the digital distribution service operated and developed by Apple Inc. (Apple App Store) or Google Inc. (Google Play Store) in which the Application has been downloaded.
c. Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
d. Agreement means these Terms and Conditions, together with any agreement or order form that incorporates these Terms and Conditions and any and all attachments thereto (including those incorporated by reference therein), and terms expressly incorporated herein by reference or hyperlink, all of which are incorporated into and made part of these Terms and Conditions.
e. Beta Service means any Conduit products, services, and/or solutions that may be made available to you, with or without charge, for evaluation and review purposes and which are identified as beta, limited release, evaluation, pilot, non-production, or similar designation.
f. Conduit (also referred to as "we", "us" or "our" in these Terms and Conditions) refers to Conduit Tech, LLC, 800 N. Brand Blvd., Suite 100, Glendale, CA 91203.
g. Content refers to content such as text, images, or other information that is posted, uploaded, submitted, or linked (or that is made available for posting, uploading, submission, or linking), regardless of the form of that content.
h. Country refers to the United States.
i. Customer Data means electronic data or information or business data submitted to the Service by Customer or any Authorized User or directly created by any such person for Customer’s use in connection with the use of the Service. Notwithstanding the foregoing, Customer Data does not include non-identifiable aggregated data compiled by Conduit in connection with Customer’s (including its Authorized Users’) use of the Service.
j. Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
k. Free Trial refers to a limited period of time in which Conduit may permit you to access and use the Service on a no-fee basis in connection with your purchase of a Subscription.
l. In-app Purchase refers to the purchase of a product, item, service or Subscription made through the Application and subject to these Terms and Conditions and/or the Application Store's own terms and conditions.
m. Privacy Policy refers to Conduit's current privacy policy, as amended from time to time.
n. Subscription refers to an individual service plan granting you access to and use of the Service, which is offered on a subscription basis by Conduit to you. Subscriptions may be offered with respect to Beta Services on a paying or no-charge basis.
o. Terms and Conditions (also referred to as "Terms") mean these Terms and Conditions, together with the Privacy Policy and such other documents and agreements as may be incorporated herein by reference.
p. Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included, or otherwise made available to you by the Service.
q. Customer, you, or your as used herein, means the natural person or entity that has agreed to be bound by these Terms, including, without limitation, (i) individuals or entities that purchase or otherwise register for access to the Service, including on a subscription or other basis, (each, a "Subscriber"), or (ii) individual employees or representatives of a Subscriber, in each case natural persons, who access or use the Service as authorized users of such enterprise (each, an "Authorized User").
These Terms and Conditions govern your access to and use of the Service and constitute a binding agreement between you and Conduit. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
a. The Service is offered on a subscription basis and in accordance with the individual service plan selected by the Subscriber at the time of check-out. We may modify, terminate, or replace any Subscription from time to time in our sole discretion and without prior notice; provided, however, that any such modification, termination, or replacement shall not become effective until the end of your then-current Subscription term. The scope of benefits available to you with respect to any Subscription shall be as described or otherwise limited by the terms disclosed to the Subscriber at the time of purchase of the Subscription.
b. Subject to your complete and ongoing compliance with the terms and conditions of the Agreement, Conduit hereby grants to you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable right during the term of the Agreement to access and use the Service solely in connection with the internal business operations of a single business, in each case solely for use by a number of Authorized Users that does not exceed the number of paid subscriptions in your account, with no substitution of such users except as expressly permitted herein and approved by Conduit in writing. Each Authorized User subscription is licensed for use by a single natural person, may not be shared, transferred, reassigned, or accessed by multiple individuals, and may not be accessed by automated systems, bots, or other non-human entities. You are responsible for monitoring and ensuring compliance with these subscription limitations. Any use of the Service by a number of individuals exceeding the number of paid subscriptions in your account, whether simultaneous or sequential, constitutes a material breach of this Agreement and will result in (i) immediate additional subscription charges for each unauthorized user at the then-current rate, retroactive to the date of first unauthorized use, and (ii) Conduit’s right to suspend Service access until payment is received.
c. Artificial Intelligence. From time to time, we may introduce features and capabilities as part of the Service that utilize generative artificial intelligence, agentic artificial intelligence, machine learning, predictive analytics or similar technologies (the “AI Tools”), identified as such in Conduit’s documentation for the AI Tool or in the user interface of the Service. While Conduit uses commercially reasonable efforts to reduce errors and omissions arising from use of AI Tools, Conduit makes no warranties, express or implied, regarding the accuracy, reliability or non-infringement of the AI Tools (including without limitation any and all outputs therefrom) and disclaims any liability for errors, actions or omissions based on the AI Tools or your use thereof. Any content generated by AI Tools is not reviewed by Conduit and you are solely responsible for reviewing such content for purposes of accuracy before publishing or utilizing such content. In addition, in certain jurisdictions, notice and/or consent may be required from the downstream individual in the event AI Tools are used in connection with the processing of “personal information”, “personal data” or otherwise. In the event that any consents or notices are required, you agree and acknowledge that you are solely responsible for providing all required consents or notices with respect to the Service (including use of AI Tools).
a. Subscription Fees. In consideration of Conduit's provision of the Service, Subscriber will pay to Conduit all subscription fees, implementation fees, charges and other amounts applicable to its Subscription at such frequency and on such terms as may be set forth in an applicable ordering document or at the time of purchase. You must have a current and valid credit card, debit card, or other payment method acceptable to or as specified by Conduit (a "Payment Method") in order to purchase any Subscription. By providing a Payment Method to Conduit, you are expressly authorizing Conduit to charge your Payment Method with all fees and other amounts (including, without limitation, all subscription fees and implementation fees) applicable to your Subscription at the applicable frequency and at the then-current rate. Payments made by credit card, where permitted by Conduit, may be subject to transaction, surcharge, and other processing fees and such fees are subject to change from time to time. Conduit reserves the right to change the required method of payment at any time, upon notice to you (including in any invoice). You are responsible for updating your account information pursuant to written instructions provided by Conduit should the required payment method change, and you agree to execute, within 10 business days of our request, any additional authorizations reasonably required in order to effect such change. To the extent that you or your Affiliates have other agreements in place with Conduit or its Affiliates, you acknowledge and agree that, notwithstanding the terms of such other agreements, or the original authorization(s) provided to Conduit to process payment thereunder via ACH, credit card, or otherwise, you, on behalf of yourself and your Affiliates, hereby authorize Conduit to any time upon prior notice to you (email acceptable) migrate payment of any or all amounts due and payable to Conduit or its Affiliates under any or all of those other agreements to the payment method in place under the Agreement or any other agreement you have in place with Conduit or its Affiliates. Note that, where you have committed to a minimum or fixed Subscription term, Conduit will continue to bill your Payment Method for all fees and amounts due with respect to your Subscription throughout such minimum or fixed term. Should automatic billing to your Payment Method fail to occur for any reason, Conduit 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. If the Subscription has been made through an In-app Purchase, all billing is handled by the Application Store and is governed by the Application Store's own terms and conditions. ALL FEES, CHARGES, AND OTHER AMOUNTS ARE FULLY EARNED UPON PAYMENT AND, EXCEPT WHERE OTHERWISE EXPRESSLY SET FORTH HEREIN OR IN TERMS PRESENTED TO YOU AT THE TIME OF PURCHASE OR IN A RELEVANT ORDERING DOCUMENT, ARE NON-REFUNDABLE.
b. Usage Levels. Subscriber understands and acknowledges that the pricing and fee levels quoted at the time of purchase or in the applicable ordering document have been calculated based on certain seat and/or usage tiers selected by Subscriber. Notwithstanding the foregoing, Subscriber may request seat or other usage-level increases during any Subscription term. Any such increases will be billed to Subscriber at the time of approval on a pro rata basis (as applicable) and at the then-current rate. Mid-term decreases to seat or other usage levels are not permitted.
c. Taxes and Charges:
(i) Conduit may be required to charge sales or other tax on products and services pursuant to certain foreign, federal, state, provincial and local laws, and may pass through regulatory, access, or usage fees or charges. Estimated or final taxes along with applicable fees and charges are not included in the Service fees charged under the Agreement and shall be borne by Customer. Your invoice will reflect the final taxes, fees, and charges in effect at the time of invoicing based on the address for the business(es). Customer must claim any exemption for all applicable taxes, fees, or charges at the time of purchase and provide any/all exemption certifications and email documentation to taxinquiry@servicetitan.com. Conduit reserves the right to determine the applicability of any claimed exemptions, and any disputes over exemptions shall be subject to the dispute resolution provisions of these Terms and Conditions.
(ii) Customer is solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from any sale of Customer's products or services to Customer's clients ("End Clients") and any other business transactions between Customer and End Clients using the Service. Any contract of sale made through the Service is directly between Customer and the End Client.
d. Delinquent Accounts. Conduit may, without notice, suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees, charges or expenses (including attorneys' fees) that are incidental to any chargeback or collection of any unpaid amount, including collection fees. Further, amounts invoiced by Conduit but not paid by the applicable due date may incur interest at the rate which is the lesser of (i) 1.5% per month, calculated daily, and compounded monthly, and (ii) the highest rate permitted under applicable law.
a. Term. The Term of the Agreement is as specified in your applicable ordering document that references these Terms and Conditions. Upon termination, your access to the Service and any information stored by the Service will also terminate.
b. Termination. We may immediately, upon notice, suspend or terminate your access to the Service and terminate the Agreement for any of the following reasons: (i) you materially breach any provision of the Agreement and fail to cure such breach within thirty (30) days; (ii) you hack or attempt to hack the security mechanisms of the Service or we otherwise determine that your use of the Service poses a security risk to us or to another user of the Service; (iii) you introduce a malicious program into the network or a virtual machine instance; (iv) you cause network interference that affects Service performance for other customers; (v) you use the Service in a way that we determine, in good faith and in our reasonable discretion, is abusive or disrupts or threatens the performance or availability of the Service; or (vi) we receive notice or we otherwise determine, in our sole discretion, that you may be using the Service for an illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party.
c. A party may terminate the Agreement if the other party materially breaches the Agreement and does not cure the breach within thirty (30) days' of receiving written notice from the non-breaching party. A party may terminate the Agreement upon written notice if the other party ceases to do business, becomes insolvent, goes or is put into receivership or liquidation, passes a resolution for its winding up or for any of the foregoing, makes an arrangement for the benefit of its creditors, enters into bankruptcy, moratorium, or any other proceeding that relates to insolvency or protection of creditors’ rights. In every other instance, except as otherwise expressly permitted herein, this Agreement is a firm obligation for its entire term and cannot be terminated without the mutual written agreement of the parties. If you terminate the Agreement before the term is over (other than for Conduit’s undisputed and uncured material breach), you will owe a termination fee equal to all the remaining payments, and the parties hereby agree that the termination fee is based on an agreed minimum usage commitment by you and is not a penalty.
d. Effect of Termination. Upon termination: (i) you will pay to Conduit any fees or other amounts owing; (ii) any and all liabilities accrued prior to the effective date of the termination will survive; and (iii) any term or provision of the Agreement that should, by its nature, survive termination or expiration shall survive any such termination or expiration. Following termination and upon your request and subject to any specific restrictions applicable to you or your data, Conduit will make commercially reasonable efforts to export and provide to you in electronic format the Customer Data (defined in Section 19(f)) in your account (service fees may apply); Conduit makes no representation as to the integrity, completeness or timeliness of any data so exported, and Conduit is not obligated to retain that information for greater than 60 days after any termination (“Export Period”). After such Export Period and subject to Conduit’s legal obligations with respect to access and rectification of personal information, Conduit has no obligation to maintain or provide any Customer Data and shall be entitled to, except to the extent legally prohibited, delete Customer Data by deleting Customer’s account; provided, however, that Conduit will not be required to remove copies of the Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases Conduit will continue to protect the Customer Data in accordance with the Agreement. Customer Data will be made available to authorized points of contact in a format as determined by Conduit.
e. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CONDUIT DOES NOT PROVIDE REFUNDS OR CREDITS FOR SUBSCRIPTIONS, INCLUDING FOR ANY PARTIALLY-USED SUBSCRIPTION TERMS, AND ANY MID-TERM TERMINATION OF YOUR SUBSCRIPTION WILL NOT RELIEVE YOU OF PAYMENT OBLIGATIONS WITH RESPECT TO THE REMAINDER OF ANY MINIMUM OR FIXED TERM TO WHICH YOU HAVE COMMITTED.
Except where otherwise set forth at the point of purchase, all purchased Subscriptions shall automatically renew for additional subscription terms of the same length unless the Subscription is non-renewed by Customer or terminated by us before the date of such renewal. YOU MUST NON-RENEW YOUR SUBSCRIPTION BEFORE IT RENEWS FOR A RENEWAL PERIOD IN ORDER TO AVOID BILLING FOR THE RENEWAL PERIOD TO YOUR PAYMENT METHOD AT THE THEN-CURRENT PRICE.
You may cancel your Subscription renewal either through your account settings page or by contacting Conduit at feedback@getconduit.com, or, if the Subscription has been made through an In-app Purchase, you can cancel the renewal of your Subscription with the Application Store.
Conduit, in its sole discretion and at any time, may modify the fees, charges, and other amounts applicable to Subscriptions purchased hereunder with 30 days’ prior notice to you. Any such change will become effective as to you at the start of your renewal term.
Notwithstanding the foregoing, and unless Conduit provides You with 30 days’ prior notice of a different pricing increase, all recurring fees and other amounts due with respect to your Subscription shall automatically increase upon each renewal of your Subscription term by the increase percentage set forth at the point of purchase or in the applicable ordering document (an "Automatic Increase Percentage"). For the avoidance of doubt, such Automatic Increase Percentage shall be calculated based on the fees and other amounts payable with respect to the immediately preceding Subscription term or renewal term (as applicable).
Except when required by law, or otherwise set forth above, paid Subscription fees are non-refundable.Certain refund requests for Subscriptions may be considered by Conduit on a case-by-case basis and granted at the sole discretion of Conduit. If the Subscription has been made through an In-app purchase, the Application Store's refund policy will apply. If you wish to request a refund, you may do so by contacting the Application Store directly.
a. Free Trial. Conduit may, at its sole discretion, offer a Subscription with a Free Trial for a limited period of time. 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 a Free Trial, you will not be charged by Conduit for such Free Trial. Notwithstanding the foregoing, you will be automatically billed (when due) for any fees or other amounts owing with respect to any paying portion of your Subscription, whether occurring prior to or following the Free Trial. At any time and without notice, Conduit reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY FREE TRIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITH NO WARRANTY WHATSOEVER, WHETHER EXPRESS OR IMPLIED. CONDUIT SHALL HAVE NO OBLIGATIONS NOR LIABILITY OF ANY KIND WITH RESPECT TO ANY FREE TRIAL OR ANY ACCESS TO THE SERVICE GRANTED WITH RESPECT TO THE FOREGOING, EXCEPT WHERE SUCH LIMITATION OF LIABILITY IS PROHIBITED BY APPLICABLE LAW.
b. Beta Services. Conduit may, at its sole discretion, offer a Subscription with, or otherwise provide you access to, a Beta Service for a limited period of time.
You may be required to enter your billing information in order to sign up for the Beta Service, even if the applicable Beta Service is offered on a no-fee basis. If you sign up for a no-fee Beta Service, you will not be charged by Conduit for such Beta Service for so long as the Beta Service remains a no-fee offering.
At any time and without notice, Conduit reserves the right to
- modify the terms and conditions of the Beta Service offering (including, without limitation, by implementing or modifying fees with respect to the Beta Service, even where the Beta Service was previously made available free of charge),
- modify the features or functionality of the Beta Service, or
- cancel the Beta Service, or otherwise cease to make the Beta Service available.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY BETA SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND WITH NO WARRANTY WHATSOEVER, WHETHER EXPRESS OR IMPLIED. CONDUIT SHALL HAVE NO OBLIGATIONS NOR LIABILITY OF ANY KIND WITH RESPECT TO ANY BETA SERVICE OR ANY ACCESS TO OR USE THEREOF, EXCEPT WHERE SUCH LIMITATION OF LIABILITY IS PROHIBITED BY APPLICABLE LAW.
c. Promotions. Conduit may offer from time-to-time promotions with respect to the Service (including, without limitation, Free Trials or Beta Service offerings) that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
The Application may include In-app Purchases that allow you to buy products, services or Subscriptions. More information about how you may be able to manage In-app Purchases using your Device may be set out in the Application Store's own terms and conditions or in your Device's Help settings.
In-app Purchases can only be consumed within the Application. If you make an In-app Purchase, that In-app Purchase cannot be cancelled after you have initiated its download. In-app Purchases cannot be redeemed for cash or other consideration or otherwise transferred. If any In-app Purchase is not successfully downloaded or does not work once it has been successfully downloaded, we will, after becoming aware of the fault or being notified to the fault by you, investigate the reason for the fault. We will act reasonably in deciding whether to provide you with a replacement In-app Purchase or issue you with a patch to repair the fault. In no event will we charge you to replace or repair the In-app Purchase. In the unlikely event that we are unable to replace or repair the relevant In-app Purchase or are unable to do so within a reasonable period of time and without significant inconvenience to you, we will authorize the Application Store to refund you an amount up to the cost of the relevant In-app Purchase. Alternatively, if you wish to request a refund, you may do so by contacting the Application Store directly. You acknowledge and agree that all such billing and transaction processes are handled by the Application Store from where you downloaded the Application and are governed by that Application Store's own terms and conditions.If you have any payment related issues with In-app Purchases, then you need to contact the Application Store directly.
As part of your Subscription, Conduit may, in its sole discretion, provide you with Conduit-owned or branded devices for your use with the Service ("Conduit Devices").
Any provision of Conduit Devices to you is made on a rental basis during the term specified in your Subscription or applicable ordering document, and is subject to your payment of all associated fees. You understand and acknowledge that Conduit shall retain title to all Conduit Devices, and you acquire no ownership, title, right, equity or interest in the Conduit Devices, other than the limited rental rights contemplated hereby.
You understand and acknowledge that any Conduit Devices offered for rental in connection with the Service are offered "AS IS," "WITH ALL FAULTS," and without warranty of any kind. YOU ASSUME ALL RISK ASSOCIATED WITH YOUR POSSESSION, USE, AND CONTROL OF CONDUIT DEVICES, INCLUDING, WITHOUT LIMITATION, ALL RISK OF PERSONAL INJURY, DEATH, THEFT, LOSSES, DAMAGES AND DESTRUCTION, WHETHER OR NOT YOU ARE AT FAULT.
You shall not, and shall not permit any other person to: (i) alter, disassemble, or attempt to repair or change the Conduit Devices in any manner; (ii) use the Conduit Devices for any purpose other than in connection with the Service; (iii) modify or install software on any Conduit Device; (iv) remove any labeling or proprietary notices from the Conduit Devices; (v) sell, transfer, encumber, or sublet the Conduit Devices in any manner; (vi) permit access to or use of the Conduit Devices in any manner by anyone other than your representatives, agents, employees, or officers that are authorized by you to use the Conduit Devices (provided, however, that you shall remain responsible and liable for any access or use of the Conduit Devices by such persons); or (vii) use the Conduit Devices in any manner that violates, or is likely to violate, any applicable law, rule, or regulation.
All Conduit Devices must be returned to Conduit (i) at the time and through the delivery manner specified by Conduit, and (ii) in the same condition as the Conduit Devices were in at the time of provision by Conduit (excepting ordinary wear and tear). YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR AND SHALL PAY ALL COSTS, EXPENSES AND CHARGES ARISING FROM DAMAGE OCCURRING WITH RESPECT TO CONDUIT DEVICES DURING THE PERIOD OF YOUR RENTAL (BEYOND ORDINARY WEAR AND TEAR).
Where applicable to your Subscription, you may also be permitted to access the Service via your own Device. If you elect to use your own Device to access the Service, the Service will require access to, and you will be required to grant access to, certain features and functionalities of your Device, such as your Device's camera and photo library. You understand and acknowledge that, if you do not provide all consents and permissions necessary for the Service to properly access and operate by means of your Device, the Service (or certain portions hereof) may then be inaccessible or not operate as intended, and Conduit will have no obligations or liability to you with respect to the same.
When you create an account with Us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Agreement, which may result in immediate termination of your account on our Service. You are responsible and liable for all activities conducted through your account (and, if you are a Subscriber, through the account of any of your Authorized Users), regardless of who conducts those activities. You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a Third-Party Social Media Service. Passwords and other login credentials provided by Conduit are user-specific, and may not be shared by you (including to other Authorized Users within your organization). You agree not to disclose or share your password with any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. You may not use as a 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, or a name that is otherwise offensive, vulgar or obscene.
You agree to access and use the Service solely for your use in accordance with all applicablelaw. You shall not, and shall not attempt to: (i) copy, reproduce, frame, mirror, modify, decompile, disassemble,create derivative works based on, or reverse engineer the Service or any associated software or materials (except tothe extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) copy, modify, createderivative works of, retransmit, sell, license, exploit, reuse, repost, broadcast, or otherwise distribute any contentmade available to you through the Service; (iii) except as expressly contemplated herein with respect to your endcustomers (“End Clients”), provide any third parties with access to any of the Service, or use any of the Service fortime sharing or similar purposes for the benefit of any third party; (iv) sell, resell, rent or lease the Service; (v) remove any copyright or proprietary notices contained in the Service; (vi) breach, disable or tamper with, or developor use (or attempt) any workaround for, any security measure provided or used by the Service; (vii) scrape or accessthe Service via any bot, web crawler or non-human user; (viii) access or use (or permit a third party to access or use)the Service for any unlawful purpose or for purposes of monitoring the availability, performance or functionality ofthe Service or for any other benchmarking or competitive purposes; (ix) attempt to gain unauthorized access to the Service or any related systems, software or networks; (x) access the Service in order to build a competitive productor service, or copy any features, functions or graphics of the Service; (xi) use the Service to transmit viruses ormalicious code; (xii) deceive or defraud any individual or entity, including any End Client; (xiii) make any use of, ortake any other action with respect to, the Service or any component thereof in a manner that violates applicable lawor any provision of the Agreement; (xiv) grant access or use of the Service to a direct competitor of Conduit (or athird-party agent acting on behalf of such direct competitor); or (xv) import, input, or submit to the Service any (a)credit card numbers or other sensitive financial account information, (b) protected health information, medicalrecords, or pharmaceutical data, (c) personal information of individuals under 18 years of age, or (d) Social SecurityNumbers or other government-issued identification numbers. You shall be liable to Conduit for any violation of theAgreement by you, and, if you are a Subscriber, for any violation of the Agreement by any Authorized User.
You understand and acknowledge that the Service has not been certified by the Air Conditioning Contractors of America or any other relevant HVAC trade bodies. Any use of the Service by you, including your use of any results or outputs generated thereby, is at your discretion and at your own risk. All measurements generated by the Service, including measurements derived from LiDAR scanning technology or any other sensing or measurement functionality, are approximations only and should not be relied upon as precise measurements without independent verification using professional manual measurement tools. Such measurements may be affected by environmental conditions, equipment calibration, user technique, surface properties, device positioning, and other variables beyond Conduit’s control. You are solely responsible for independently verifying all Service-generated measurements before using them for HVAC system design, equipment selection, equipment ordering, permitting applications, installation, bidding, contracting, cost estimation, or any other professional, commercial, or business purpose. Conduit makes no representation or warranty of any kind regarding the accuracy, precision, reliability, or fitness for any particular purpose of any measurements generated by the Service. Conduit shall have no liability for any errors, inaccuracies, or consequences arising from your use of or reliance upon any measurements generated by the Service, and you assume all risk associated with any such use or reliance.
a. Your Right to Submit Customer Data. Our Service allows you to post or otherwise submit Customer Data. You are responsible for the Customer Data that you post, input or submit to the Service, including its legality, reliability, and appropriateness. Subject to your compliance with the Agreement, you may upload Customer Data to the Service and link other services to the Service to integrate your Customer Data from those other services. In addition, we may collect registration and statistical and usage data about your use of the Service, and may use such data for any purpose in accordance with applicable law and our Privacy Policy. Without limiting any of Conduit’s other rights hereunder, you hereby grant us a non-exclusive, non-sublicensable (except to service providers and subcontractors providing services to Conduit), transferable, worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, modify, transmit, distribute and otherwise exploit all such information:
a. internally in any way subject to Conduit’s obligation of non-disclosure in Section 16 and compliance with applicable laws such as privacy laws; and
b. internally or externally in any way provided that such information is de-identified when stored and aggregated prior to use, including without limitation the right to collect, examine, extract, model, manipulate, aggregate, collate, analyze, create analysis using, reproduce and otherwise use such information for any purpose. You agree that Conduit may use your name, logo and marks to identify you as a Conduit customer on Conduit’s website and in marketing materials.
b. Customer Data Restrictions. Conduit is not responsible for the content of the Service's users. You expressly understand and agree that you are solely responsible for the Customer Data and for all activity that occurs under your account, whether done so by you or anyone using your account. You may not transmit any Customer Data, End Client information, or other information or content (collectively, "Submissions") that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Submissions include, but are not limited to, the following:
Conduit reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Submission is appropriate and complies with the Agreement, and to refuse or remove the same. Conduit further reserves the right to make formatting and edits and change the manner of any Submission. Conduit can also limit or revoke the use of the Service if Conduit determines, in its sole discretion, that you have posted, uploaded, or otherwise submitted any objectionable Submissions. As Conduit cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service you may be exposed to content that you may find offensive, indecent, incorrect or objectionable, and you agree that under no circumstances will Conduit be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.
c. Compliance with Privacy and Data Protection Laws. Customer is solely responsible for compliance with all applicable laws regarding collection, use, disclosure, and processing of your End Clients’ data, including all privacy and data protection laws. You are solely responsible for all data you upload to the Service. You agree to defend, indemnify, and hold harmless Conduit from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your data practices or any data you upload to the Service. In addition to the foregoing, you understand that the Service may permit you to capture images of certain interior walls of an End Client's property to allow you to provide, through augmented reality visualization, representations of how certain wall-mounted HVAC equipment may look when installed in an End Client’s property. These visualizations may be retained by Conduit and included in reports generated with respect to the Service. You, and not Conduit, are fully responsible for ensuring the removal of personal or identifying information or materials from the End Client’s applicable interior wall(s), and Conduit will have no responsibility or liability to you, the End Client, or any third party with respect to the same.
a. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes non-public information or material you upload to the Service (including Customer Data). The Confidential Information of Conduit includes the Service and the terms and conditions of all agreements, service orders, order forms, purchase orders and other ordering documentation (including pricing) and the proprietary materials provided to Customer in the course of Customer's implementation, including, but not limited to, guides, product descriptions and configuration tools (the "Materials"). The Materials are confidential and proprietary to Conduit and Customer may use them solely for the purpose of transitioning to and implementing the Service.
b. Confidential Information of each party includes business and marketing plans, technology and technicalinformation, product plans and designs, and business processes disclosed by such party. However, ConfidentialInformation does not include any information that (I) is or becomes generally known to the public withoutbreach of any obligation owed to the Disclosing Party, (II) was known to the Receiving Party prior to itsdisclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (III) isreceived from a third party without breach of any obligation owed to the Disclosing Party, or (iv) wasindependently developed by the Receiving Party without use of or reference to the Disclosing Party’sConfidential Information.
c. Non-Use and Non-Disclosure of Confidential Information. Except as set forth in the Agreement, or with respect to Conduit, the Privacy Policy, Receiving Party will not use any Confidential Information for any purpose except to perform its obligations or exercise its rights under the Agreement. Subject to Conduit’s rights under the Agreement, Conduit will not disclose your Confidential Information to any third party without your consent. This includes information about the pricing of the products and services that you might sell and promote through the Service. Conduit may, however, disclose your Confidential Information if required by law or if Conduit reasonably determines that disclosure is necessary to prevent harm to Conduit or any third party. Your consent to disclosure shall be deemed given in the event that you access Conduit or your Conduit data through a third party application, solely with respect to disclosure in connection with your use of such third party application. If Conduit is required by law to disclose any of that information or material, Conduit will, to the extent permitted by law, court order, or applicable legal process, make reasonable efforts to provide you prompt written notice of that requirement prior to disclosure. Further, if you register for the Service through a referral or other promotional partner or through an industry or trade group with whom we have a commercial relationship, we may disclose information about your account to that referral partner or industry group in connection with that commercial relationship. For the avoidance of doubt, except to the extent required for compliance with applicable law, Conduit will not directly contact your customers (other than in the ordinary course of business not related to the Agreement) or make personally identifying or contact data regarding your customers available to any third party without your consent. Such consent will be deemed given, however, in the event that you access the Service or your Conduit data through a third party application, solely with respect to disclosure in connection with your use of such third party application.
d. Protection of Confidential Information. Receiving Party shall take reasonable measures to protect the secrecy of and avoid unauthorized disclosure and use of the Confidential Information of Disclosing Party. Without limiting the foregoing, Receiving Party shall take at least those measures that it employs to protect its own Confidential Information of a similar nature (but in no event less than a commercially reasonable standard of care) and shall ensure that its representatives (“Representatives”) who have access to Confidential Information of Disclosing Party have signed a nonuse and nondisclosure agreement in content at least as protective of Disclosing Party’s Confidential Information as the provisions of the Agreement, prior to any disclosure of Confidential Information to such Representatives. The Receiving Party shall reproduce Disclosing Party’s proprietary rights notices on any copies made by the Receiving Party in the same manner in which such notices were set forth in or on the original Confidential Information.
e. Processing of Personal Information. Collection, use, disclosure, storing and processing of personal data or personal information by Conduit hereunder is governed by the Conduit Data Protection Addendum (“DPA”) located here https://getconduit.com/data-protection-addendum and you consent to us doing so.
Our Use of Personal Information. You acknowledge and agree that information collected by Conduit is subject to our Privacy Policy. By accessing or using the Service, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.
a. Intellectual Property Infringement. We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person. If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, you must submit your notice in writing to the attention of our copyright agent via email at legalinquiry@servicetitan.com and include in your notice a detailed description of the alleged infringement. You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing your copyright.
b. DMCA Notice and DMCA Procedure for Copyright Infringement Claims. You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
You can contact our copyright agent via email at legalinquiry@servicetitan.com. Upon receipt of a notification, Conduit may take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged Content from the Service.
a. Conduit Intellectual Property. As between you and Conduit, the Service and all software and other technologies embodied in or used to provide the same, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Conduit. No rights are granted to you other than as expressly set forth herein. Please note that the Service is protected by copyright, trademark, and other laws of both the Country and foreign countries, and our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Conduit.
b. Your Intellectual Property. As between you and Conduit, you shall retain all right, title and interest in and to your Customer Data, subject to the license granted to Conduit hereunder.
c. Feedback. To the extent you provide Conduit with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Service (collectively, "Feedback"), you hereby assign and agree to assign to Conduit all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that Conduit will be free to use such Feedback in any manner, including by implementing such Feedback in the Service and/or Conduit's other technologies, products and services, without compensation or other obligation to you or any third party.
Our Service may contain links to third-party web sites or services that are not owned or controlled by Conduit.
a. Third-Party Services. The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (each a “Third-Party Service”). Your access and use of Third-Party Services may be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Certain Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy and/or the DPA, as applicable. In addition, certain Third-Party Services may operate in conjunction with the Service, such as by exchanging data with the Service. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. We have no control over and are not responsible for such Third-Party Services, including with respect to the accuracy, availability, reliability, or completeness of information or content generated or shared by, or made available through, such Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Conduit, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. We enable these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation - we do not make any representations or warranties regarding any such Third-Party Services, whether or not such products or services are designated by us as “certified,” “validated,” “supported” or otherwise. Any dealings you have with third parties while using the Service are between you and the third party. We will 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 Third-Party Services. We may terminate the interconnectivity between any Third-Party Service and the Service at any time for any reason, including changes in interoperability requirements, policies or fees charged by such Third-Party Services to Conduit or our customers.
b. Google Maps. Google Maps presented to you through the Service are powered by Google. Your use of Google Maps is subject to the Google Maps Terms of Service, available online at https://www.google.com/intl/en-US_US/help/terms_maps.html, and https://www.google.com/intl/ALL/policies/privacy/index.html, and by using the Service, you are agreeing to be bound by such terms.
c. Apple-Enabled Software. With respect to Conduit’s mobile applications and related technologies (“MobileApps”) that are made available for your use in connection with an Apple-branded product, in addition to the other terms and conditions set forth in the Agreement, the following terms and conditions apply. You acknowledge that the Agreement is between you and Conduit only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Mobile App or the content thereof. You may not use the Mobile App in any manner that is in violation of or inconsistent with the “Usage Rules” set forth for the Mobile App in, or otherwise be in conflict with, the Apple Media Services Terms and Conditions. Your license to use the Mobile App is limited to a non-transferable license to use the Mobile App on an iOS product that you own or control, as permitted by the“Usage Rules” set forth in the Apple Media Services Terms and Conditions, except that such Apple-Enabled Software may be accessed and used by other accounts associated with the purchaser via Apple’s Family Sharing or volume purchasing programs. Apple has no obligation to furnish any maintenance and support services with respect to the Mobile App. Apple is not responsible for any product warranties, whether express or implied bylaw. If the Mobile App fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the Mobile App, if any, to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Mobile App, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be Conduit’s sole responsibility, to the extent it cannot be disclaimed under applicable law. Apple is not responsible for addressing any claims by you or any third party relating to the Mobile App or your possession and/or use of the Mobile App, including: (a) product liability claims; (b) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Mobile App and/or your possession and use of the Mobile App infringe a third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the MobileApp. Apple and Apple’s subsidiaries are third party beneficiaries of the Agreement, and upon your acceptance of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of the Agreement. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated bythe U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government listof prohibited or restricted parties. You must comply with applicable third-party terms of agreement when usingthe Mobile App, e.g., your wireless data service agreement. If you have any questions, complaints, or claimswith respect to the Mobile App, they should be directed to us as follows: legalinquiry@servicetitan.com, 855-899-0970, 800 N. Brand Blvd., Ste. 100, Glendale, CA 91203.
d. Additional Third-Party Services. Certain additional terms that apply to your use of Third-Party Services within certain features or functionality of the Service are attached to the Agreement. If you access or use those features or functionality, you hereby agree to those additional terms.
You agree to indemnify, defend, and hold the Conduit and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages,judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your violation of the Agreement (and, if you are a Subscriber, any violation by your Authorized Users), including, but not limited to, any access to or use of the Service or any Conduit Device in any manner not expressly authorized hereunder; (b) your (and if you are a Subscriber, your Authorized Users’) collection, input, or submission of End Client information to or with respect to the Service in violation of the Agreement; (c) any claim that any Customer Data infringes, misappropriates, or otherwise violates the intellectual property rights or rights of privacy of any third party; (d) your negligence or willful misconduct, and, if you are a Subscriber, the negligence or willful misconduct of your Authorized Users; (e) your breach (and, if you are a Subscriber, the breach by any of your Authorized Users) of any applicable law, rule, or regulation or your violation of the rights of any third party; (f) any transaction entered into or other interaction between you (and, if you are a Subscriber, any Authorized User) and any third party (including any End Client); and (g) any act or omission of any person or entity that accesses the Service through your user account. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action
Notwithstanding any damages that you might incur, the cumulative liability of the Conduit and any of its suppliers for any matters arising under or with respect to the Service or the Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you to the Conduit for your applicable Service Subscription in the 6-month period immediately preceding the event given rise to the claim, or, if you haven't purchased anything through the Service, 100 USD.
To the maximum extent permitted by applicable law, in no event shall the Conduit or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Agreement), even if the Conduit or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.You and the Conduit each understand and agree that the disclaimers, exclusions, and limitations in this Section and in the following Section are essential elements of the Agreement and that they represent a reasonable allocation of risk. In particular, you understand that the Conduit would be unable to make the Service available to you except on the Agreement and agree that these provisions will survive and apply even if any limited remedy specified in the Agreement is found to have failed of its essential purpose.
The Service and any Conduit Devices are provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Conduit, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service and any Conduit Devices, including all implied warranties of merchantability, fitness for a particular purpose, quality, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Conduit provides no warranty or undertaking, and makes no representation of any kind that the Service or any Conduit Device will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Conduit nor anyone associated with the Conduit makes any representation or warranty of any kind, express or implied:
(i) as to the operation or availability of the Service or any Conduit Device, or the information, content, and materials or products included thereon;
(ii) that the Service will be uninterrupted or error-free;
(iii) as to the accuracy, reliability, or currency of any information, content, or deliverables provided through the Service and/or any Conduit Devices; or
(iv) that the Service, any Conduit Devices, its servers, the content, or e-mails sent from or on behalf of the Conduit are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
The laws of the State of California, excluding its conflicts of law rules, shall govern the Agreement and your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws..
a. Agreement to Arbitrate. This Section 25 is referred to as the “Arbitration Agreement.” Customer agrees that any and all disputes or claims that have arisen or may arise between Customer and Conduit, whether arising out of or relating to the Agreement, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that Customer may assert individual claims in small claims court, if Customer’s claims qualify. Customer agrees that, by agreeing to this Arbitration Agreement, Customer and Conduit are each waiving the right to a trial by jury or to participate in a class action. This Arbitration Agreement includes all claims arising out of or relating to any aspect of the Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of the Agreement. Each party’s rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief. Customer and Conduit agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both Customer and Conduit agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).
c. Pre-Arbitration Dispute Resolution. Conduit is always interested in resolving disputes amicably and efficiently, and most participant concerns can be resolved quickly and to the participant’s satisfaction by emailing your designated Conduit customer support team. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Conduit should be sent to Conduit Tech, LLC, 800 N. Brand Blvd., Suite 100, Glendale, CA 91203, ATTN: Legal. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Conduit and Customer do not resolve the claim within sixty (60) calendar days after the Notice is received, Conduit or Customer may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Conduit or Customer shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which Customer or Conduit is entitled.
d. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. Any arbitration hearing will take place at a location to be agreed upon in Los Angeles County, CA; if the parties are unable to agree on a location within Los Angeles County, CA, the determination shall be made by AAA. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. If Customer’s claim is for $10,000 or less, Conduit agrees that Customer may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If Customer’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.
f. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
g. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause (b) above are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Agreement will continue to apply.
a. General Legal Compliance. You are solely and exclusively responsible, at your own risk and expense, for compliance with all applicable laws, regulations, rules, codes, standards, ordinances, and requirements of every kind, whether federal, state, local, or foreign, in connection with your access to, use of, or reliance upon the Service, including without limitation: (i) all laws and regulations governing the use, deployment, operation, and possession of LiDAR technology, scanning equipment, and related sensing devices; (ii) all laws and regulations governing HVAC design, installation, modification, repair, and contracting services; (iii) all professional licensing, certification, and registration requirements applicable to contractors, HVAC technicians, engineers, and other trades and professions; (iv) all building codes, construction standards, permitting requirements, and inspection obligations; (v) all consumer protection, warranty, and consumer transaction laws; (vi) all privacy, data protection, and data security laws and regulations; (vii) all telemarketing, communications, advertising, and marketing laws and regulations; (viii) all export control, sanctions, and trade regulation laws; and (ix) any other applicable law, regulation, or requirement of any governmental authority or industry body. You acknowledge and agree that Conduit has no responsibility, obligation, or liability whatsoever for your legal compliance, and Conduit makes no representations, warranties, or assurances regarding the legal compliance of the Service, its outputs, or your use thereof. You are solely responsible for obtaining all necessary licenses, permits, approvals, certifications, registrations, and authorizations required for your business operations and use of the Service. You acknowledge that the Service does not constitute and is not intended to provide legal advice, professional advice, regulatory guidance, or compliance recommendations of any kind, and you agree not to rely on the Service or its outputs as a substitute for consultation with qualified legal, professional, or regulatory advisors. You are solely responsible for independently verifying that all Service outputs, including without limitation HVAC designs, estimates, specifications, and recommendations, comply with all applicable codes, standards, regulations, and legal requirements before implementation or use. You agree to defend, indemnify, and hold harmless Conduit and its Affiliates from and against any and all claims, damages, losses, liabilities, costs, expenses, fines, penalties, and sanctions (including reasonable attorneys’ fees) arising out of or relating to your failure to comply with any applicable law, regulation, or requirement in connection with your use of the Service or implementation of any Service outputs.
b. Geographic Restrictions, Export Controls, and Sanctions Compliance:
United States-Only Service. The Service is designed and intended solely for use within the United States. The Service is hosted on servers located in the United States. Conduit makes no representation, warranty, condition, guarantee, or promise of any kind, whether express, implied, or statutory, that the Service is appropriate, available, lawful, functional, accurate, reliable, or fit for any purpose outside the United States. If Customer or any Authorized User accesses or uses the Service from any location outside the United States, Customer does so entirely at Customer's own risk and expense, and Conduit disclaims all liability, responsibility, and obligations of any kind with respect to such access or use. Customer acknowledges that access or use from outside the United States may violate applicable laws and that Customer is solely responsible for compliance with all such laws.
Export Controls. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using any software is at your sole risk.
Sanctions Compliance. You represent and warrant that
- you are not located in a country or region that is subject to sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or that has been designated by the United States government as a “terrorist supporting” country, and
- you are not listed on any United States government list of prohibited or restricted parties, including the OFAC Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce Bureau of Industry and Security (“BIS”) Denied Persons List, Entity List, or Unverified List, or any other restricted party list maintained by the U.S. government, as each may be amended from time to time. You certify that you are not on any of the relevant U.S. or Canadian government lists of prohibited persons. You further certify that you will not export, re-export, ship, transfer or otherwise use the Service in any country or region subject to U.S. sanctions or embargoes, as such jurisdictions may be updated from time to time, and that you will not use the Service for any purpose prohibited by applicable export laws, including, but not limited to, nuclear, chemical, missile or biological weapons related end uses.
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect, which notice may be provided by posting to the Application, email, or by such other method as we deem reasonable. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the Service.
a. Conduit Communications. You consent that Conduit can communicate with you by phone or electronically via in-app messages, texts, e-mails, push notifications or any other suitable form of electronic communication ("Messages"). You consent to receiving Messages related to the Service and Conduit, such as but not limited to Messages about your User Account, technical support, new and existing features of the Service, news concerning Conduit and additional products and services offered by us, or for other promotional or marketing purposes, and agree that Conduit may: (i) contact you at any time regarding the Service, and (ii) employ and use automated means and/or a third-party messaging service to send Messages or contact you regarding the Service.
You understand and agree that you are responsible for keeping your contact information provided to Conduit up-to-date, including in your User Account (as applicable).
b. Service Availability. You agree and acknowledge that the Service may be temporarily unavailable due to maintenance or other development activities. We will use commercially reasonable efforts to provide you with advance notice of any such unavailability, but shall not have any liability to you for any planned or unplanned unavailability or downtime.
c. Assignment. You may not assign or transfer the Agreement or any of your rights or obligations hereunder to any other person without Conduit’s prior written consent. Any purported assignment in violation of this paragraph is void and of no effect. The Agreement is freely assignable by Conduit. The Agreement shall be binding on the parties and their permitted successors and assigns. Except as otherwise set forth herein, a person who is not a party to the Agreement has no right to benefit under or to enforce any term of the Agreement.
d. Force Majeure. A party shall neither be held liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for failure or delay in fulfilling or performing any obligation hereunder (other than an obligation for the payment of money) to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of such party including, but not limited to, fire, floods, embargoes, pandemics or epidemics, war, acts of war, riots, strikes, acts of God, or omissions or delays in acting by any governmental authority.d.
e. Notices. Except as otherwise set forth herein, any notice given under these Terms by any party to another party must be in writing and sent by email. Notices from Conduit to you will be deemed to have been given upon delivery. Notices from you to Conduit must be sent to legalinquiry@servicetitan.com and will only be deemed given upon Conduit’s written confirmation of receipt (which may include a reply email, written acknowledgment, or other affirmative confirmation from Conduit); automated delivery receipts or read receipts shall not constitute confirmation of receipt. Notices to you will be sent to any email address associated with your user account or that you otherwise submit to us through your use of the Service. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
f. California Residents. If you are a California resident, you may report a complaint to the Complaint Assistance Unit of the Division of Consumer Services at the California Department of Consumer Affairs by telephone at (800) 952-5210 or by mail at 400 R Street, Sacramento, CA 95814, United States.
g. Entire Agreement. The Agreement constitutes the sole and entire agreement between you and Conduit with respect to the subject matter hereof, and supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings regarding such subject matter.
h. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, product documentation, published materials or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by reference into, and made a part of, the Agreement.
i. Subcontractors. Conduit may utilize one or more subcontractors or other third parties to perform its duties under the Agreement; provided that Conduit remains responsible for the compliance with the Agreement by its subcontractors to the same extent that Conduit is responsible for its own compliance hereunder.
If you have any questions about these Terms and Conditions, you can contact us:
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