Conduit Subscription Plans Agreement
The Conduit Subscription Plans Agreement has been updated on March 21, 2012. By accessing and using the Conduit technology in accordance with any Subscription Plan following such update, you indicate that you have read and agree to the updated terms and conditions of the Conduit Subscription Plans Agreement.
Please read carefully the terms and conditions of this Conduit Subscription Plans Agreement ("Agreement"). This is a legal agreement between Conduit Ltd. ("Conduit", "us" or "we") and you. By purchasing any products or services in accordance with this Agreement and/or by using such products or services, you signify that you have read, understand and agree to be bound by the Agreement in effect at the time of purchase.
This Agreement supplements and does not replace the Publisher Agreement between Conduit and you as a Publisher ("Publisher Agreement") and this Agreement is subject to the terms and conditions of the Publisher Agreement, except as specifically provided herein. By entering into this Agreement you acknowledge and agree that the terms and conditions of the Publisher Agreement available at http://www.conduit.com, as may be amended from time to time are incorporated herein by reference. Capitalized terms not defined herein shall have the meanings assigned thereto in the Publisher Agreement.
BY CLICKING THE "GO MOBILE" (OR SIMILAR LANGUAGE PROVIDED BY CONDUIT) BUTTON, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. YOU ALSO AGREE TO THE USE OF: (A) ELECTRONIC MEANS TO COMPLETE THIS AGREEMENT AND TO PROVIDE YOU WITH ANY NOTICES GIVEN PURSUANT TO THIS AGREEMENT; AND (B) ELECTRONIC RECORDS TO STORE INFORMATION RELATED TO THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT USE AND/OR DISTRIBUTE A MOBILE APPLICATION CREATED IN ACCORDANCE WITH THE PUBLISHER AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THE TERMS AND CONDITIONS HEREIN. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT BUSINESS. CONDUIT RECOMMENDS THAT YOU PRINT OUT OR SAVE A LOCAL COPY OF THE AGREEMENT FOR YOUR RECORDS.
Eligibility for the Subscription Plans.
To sign this Agreement, you must: (i) have a valid credit card with a reputable credit company with respect to subscription to the Premium Plans (as defined below); (ii) be in good standing and not in breach of the Publisher Agreement; and (iii) be at least 18 years old or the legal age of majority in the jurisdiction in which you reside.
Updates and Modification.
Conduit reserves the right at any time and without prior notice, to amend or modify the terms of this Agreement (including, without limitation any Subscription Plan) or to discontinue (temporarily or permanently) any or all of the Subscription Plans. If Conduit modifies this Agreement it will post the modification on its website or your Publisher Account and/or provide you with notice of the modification. Conduit will also update the "Last Updated Date" at the bottom of the page. By continuing to distribute or use your Mobile Application (as defined below) in accordance with this Agreement after Conduit has posted a modification on its website or has provided you with notice of a modification, you will be deemed to have agreed to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to send us a request to deactivate your account.
The Subscription Plans
- Subject to the terms and conditions of this Agreement, Conduit hereby provides you with various subscription plans that will allow you to choose how to administer, use and/or distribute your Conduit powered Mobile Application ("Mobile Application") in accordance with any one of the Subscription Plans, all of which are available at: http://mobile.conduit.com/premium.aspx (as may be updated from time to time (collectively, "Subscription Plans").
- Payments for paid Subscription Plans (collectively "Premium Plans") will be processed by a third party appointed by Conduit for such purpose ("Payment Processor"), and which may be changed from time to time, at Conduit's sole discretion. For clarity, all payments and payment related issues shall be handled exclusively by the Payment Processor.
- In order to subscribe to a Premium Plan, you will be required to provide a credit card issues by one of the major credit card companies or any other payment method to the extent offered in connection with the Premium Plan you choose.
- By selecting a Premium Plan you acknowledge and agree that certain of the Premium Plan(s) entail recurring billing and you will be automatically charged, by the Payment Processor, on an on-going basis, the fee corresponding to your selected Premium Plan in accordance with the respective payment terms of each such Premium Plan. Notwithstanding the foregoing, transactions made over the weekend may be charged on the first following business day.
- All payments are made in your local currency or United States Dollars.
- You may not use a Premium Plan until the Payment Processor has verified that your credit card or any other payment method you have provided (to the extent applicable) for payment, is accurate and valid. Once verified, you may begin using the Premium Plan of your choice.
- Once you have initiated payment, the Payment Processor will inform you whether the payment has been successfully processed or if it failed. If payment verification has failed, you will be asked to provide an alternative credit card or payment method (to the extent applicable).
- Payments are nonrefundable. However, the Premium Plans include a 30-day money back guarantee. If you are dissatisfied with the Premium Plan you selected, for any reason, and choose to cancel your subscription to such Premium Plan, you will receive a full refund (minus registration fee, Payment Processors' fees and overage charges or other fees, all to the extent applicable) in accordance with the Payment Processor terms.
- All fees hereunder are exclusive of all taxes, levies, or duties imposed by the taxing authorities, and you acknowledge and agree that you will bear and be responsible for all applicable taxes, duties and other governmental charges imposed on you with respect to this Agreement.
- If you terminate your subscription to any Premium Plan, your termination shall take effect on your next billing cycle. This means we won't be able to refund you for early termination of the Agreement.
- If you have a question about charges made to your Publisher Account, please contact us immediately at: email@example.com. If charges were made in error, we will immediately provide you with a refund for the appropriate amount to your credit card account.
Switching Between Subscription Plans
- You may upgrade or downgrade your Subscription Plan at any time during the term of this Agreement. To upgrade your Subscription Plan, just click on the "Select" (or similar language provided by Conduit) button next to your Mobile Application in the Dashboard section of your Publisher Account. To downgrade your Subscription Plan or to deactivate your Mobile Application, please contact us at firstname.lastname@example.org.
- Any downgrade of your Subscription Plan will take effect when your next billing cycle begins.
- We reserve the right to notify you if the number of installations of your Mobile Application exceed or is about to exceed the relevant quota set forth in each Subscription Plan. In the event you receive such notification, you will either have to upgrade your Subscription Plan or curtail your distribution of your Mobile Application. In the event you elect to upgrade your Subscription Plan, such upgrade shall only be in effect from the following month.
Conduit will provide you with access to an online page hosted on Conduit's servers where you can view reports and analysis regarding the usage of the Mobile Application. Notwithstanding the foregoing, Conduit will not be liable for any unavailability or inaccuracy, temporary or otherwise, of any reports, data or information provided online.
Exceeding an Installation Quota.
- If you exceed your then current Subscription Plan installation quota and fail to upgrade your Subscription Plan ("Payment Violation"), then certain features of your Mobile Application that were available to you in your Publisher Account may no longer be available to you.
- In addition, you acknowledge and agree that: (a) if you have placed advertisements in your Mobile Application, in you Mobile Application, you will not be entitled to receive any payment with respect to any advertisement placed by Conduit in your Mobile Application, as of the date in which a Payment Violation has occurred and until such time as the Payment Violation is cured (if cured) subject to Section 6.3 below, or (b) if you have not placed advertisements, which are available via the Conduit Technology, in your Mobile Application, Conduit will have the right, at its sole discretion, to place such advertisements in your Mobile Application. You further acknowledge and agree that the foregoing measure is adequate and reasonable compensation due to Conduit in light of your Payment Violation. Notwithstanding the foregoing, Conduit shall have the right to immediately terminate this Agreement or deactivate your Mobile Application, without notice, in the event that a Payment Violation has occurred.
- If you cure a Payment Violation, then: (a) if your Mobile Application included advertisements, as available via the Conduit Technology, prior to the date in which the Payment Violation occurred, you will resume to be eligible to receive payment with respect to such advertisements as of the date in which you cure a Payment Violation, or (b) if your Mobile Application did not include advertisements, as available via the Conduit Technology, prior to the date in which the Payment Violation occurred, such advertisements will be removed.
Representations and Warranties.
You represent and warrant that: (a) you have all requisite power and authority to execute this Agreement and that this Agreement is a valid and binding agreement by you; (b) any and all activities you undertake in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulations; and (c) you shall not, nor shall you allow any person or entity to engage in any Fraudulent Activities.
- The term of this Agreement will commence on the date you have accepted this Agreement and will end upon the termination of this Agreement by either party ("Term").
- Either party may terminate this Agreement, at any time, without cause, by giving the other party thirty (30) days prior written notice of termination.
- Conduit may terminate this Agreement, suspend your access to your Publisher Account or deactivate your Mobile Application, at any time, in the event that: (a) you have breached any provision of this Agreement or the Publisher Agreement; (b) you have allegedly breached Section 7 above; (c) Conduit is required to do so in accordance with applicable law or legal proceeding; or (d) Conduit ceases to offer the Subscription Plans. Furthermore, a termination of the Publisher Agreement shall automatically result in termination of this Agreement.
- Upon termination of this Agreement, Conduit will have no obligation to maintain any information stored in its database related to your subscription to any Subscription Plan or to forward any information to you or any other person or entity.
- This Agreement and the Publisher Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations and understanding with respect to the subject matter hereof, whether oral or written.
- You may not assign its rights and/or delegate its obligations under this Agreement without Conduit's prior written consent. This Agreement shall be binding on and inure to the benefit of each of the parties and their respective successors and assignees. This Agreement is not made for the benefit of any third party who is not a party hereto, and only the parties hereto or their respective successors and permitted assigns will acquire or have any benefit, right, remedy or claim under or by reason of this Agreement.
- This Agreement will be governed and construed under the laws of the State of New York, excluding its conflict of law rules and principles, and applicable federal U.S. laws shall govern this Agreement. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Each party irrevocably submits to the sole and exclusive jurisdiction of the courts of New York State located in New York, New York and the Federal courts of the Southern District of New York. You waive all defenses of lack of personal jurisdiction and forum non-conveniens.
- Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such party.
- If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.
- The failure to require performance of any provision of this Agreement shall not affect a party's right to require performance at any time thereafter; nor shall waiver of a breach of any provision constitute a waiver of the provision itself.
- The parties hereto are and shall remain independent contractors, and nothing herein shall be deemed to create any agency, partnership or joint-venture relationship between the parties. Neither party shall be deemed to be an employee or legal representative of the other, nor shall either party have any right or authority to create any obligation on behalf of the other party.
- All notices required or permitted under this Agreement shall be in English and in writing and shall be delivered (a) to Conduit - by facsimile, e-mail or other electronic means, by registered or certified mail (postage prepaid) or by overnight courier service, at 950 Tower Lane, Suite 1788, Foster City, CA 94404 or at such other address as Conduit shall have furnished to you in writing or that is available the Conduit website. A notice shall be deemed given (i) upon receipt when delivered personally, (ii) upon verification of receipt via facsimile or e-mail, (iii) within one (1) business day of being sent by overnight courier, or (iv) within three (3) business days of being sent by registered or certified mail, and (b) to you - to the e-mail address provided by you in connection with your Publisher Account. For purposes of the foregoing, Conduit shall be permitted to rely upon the e-mail address provided by you to Conduit as provided above and shall not be responsible for delays in the delivery of e-mails which delays are not associated with Conduit's mail server.
Last Updated: March 21, 2012