Conductor Website Terms of Use  

1. Acceptance of the Terms

   These Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and the Conductor Project, concerning your access to and use of the website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Website Terms. IF YOU DO NOT AGREE WITH ALL OF THESE WEBSITE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY. You may find a copy of our Privacy Policy https://conductor-oss.org/privacy

2. Changes to the Terms

   We may modify, amend, supplement, or otherwise change the Terms from time to time at our sole discretion. All changes will be effective as of the “Last Updated” date stated at the top of this page. Each time you access the website, you consent to be bound by the most recently modified version of the Terms.

3. Access to and use of the Software

   1. 3.1

      Rights granted

      Unless otherwise indicated, the Site is our proprietary property and all functionality, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us, or licensed to us, or are used under applicable trademark nominative or fair use doctrines, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. No part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
      We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

   2. 3.2

      Restrictions

      You will not: (a) use the Software to store or distribute any content that violates third party rights; (b) access or use the Software commercially, for competitive research, or to develop a competitive product or service; (c) allow third parties, other than those acting on your behalf, to use the Software; (d) disrupt or interfere with the security or performance of the Software; (e) modify, disassemble, decompile, make derivative works of, or reverse engineer the Software; (f) use the Software in any way that violates any applicable federal, state, local, national, and international laws or regulations; (g) use the Software in any way that is not expressly permitted by the Terms. We reserve the right to take appropriate legal action, including referral to law enforcement or regulators, for any illegal or unauthorized use of the Software.
      Conductor reserves the right to investigate any suspected violations of this Section 3.2 and terminate or disable access to the Software for any reason, with or without notice to you. You agree to take full responsibility for your use of the Software.

   3. 3.3

      Availability

      We reserve the right to modify and change the Site in our sole discretion without notice, including but not limited to the features made available to you. No guarantees are made with respect to the Software’s quality, stability, uptime, or reliability, and we will not be liable if for any reason all or any part of the Software is unavailable at any time for any period.

4. Term and Termination

   These Terms will remain in full force and effect unless and until we terminate your right to access or use the Site. All rights granted to you under these Terms will cease upon termination. Any provisions in these Terms that must survive to give effect to its meaning or enforceability for disputes arising during its effective term (including the sections on confidentiality, disclaimers, liability limitations, dispute resolution, and governing law) will survive any termination, cancellation, or invalidation.

5. Warranty disclaimers

   YOUR USE OF THE SITE, ITS CONTENT, AND ANY ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ITEMS OBTAINED THROUGH THE SOFTWARE ARE PROVIDED ON AN “AS-IS”, AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE CONDUCTOR PROJECT NOR ANY PERSON ASSOCIATED WITH CONDUCTOR MAKES ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, NEITHER CONDUCTOR NOR ANYONE ASSOCIATED WITH CONDUCTOR REPRESENTS OR WARRANTS THAT THE SOFTWARE, ITS CONTENT, OR ANY ITEMS OBTAINED THROUGH THE SOFTWARE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SOFTWARE OR ANY ITEMS OBTAINED THROUGH THE SOFTWARE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. CONDUCTOR HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

6. Limitation of liability

   YOU AGREE, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NOT TO HOLD CONDUCTOR OR OUR SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS, AFFILIATES, OR LICENSEES RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR REMEDIES OF ANY KIND ARISING FROM YOUR USE OF THE SOFTWARE, OR FROM A DELAY OR INABILITY TO ACCESS OR USE THE SOFTWARE (INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE UPON THIRD PARTY INFORMATION, CONTENT, VIRUSES, ERRORS, LINKED SITES, AND SERVICES OBTAINED THROUGH THE SOFTWARE) INCLUDING BUT NOT LIMITED TO ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, LOST PROFITS, LOST GOODWILL, LOST DATA, WASTE OF EXPENDITURES, COST OF SUBSTITUTE, AND CONSEQUENTIAL DAMAGES, EVEN IF WE WERE EXPRESSLY ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES WHETHER THE DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

7. Indemnification

   You agree to defend, indemnify, reimburse, and hold harmless Conductor as well as our shareholders, directors, officers, employees, agents, advisors, subsidiaries, affiliates, assignors, and licensors from and against any and all claims, causes of action, actions or demands, liabilities, damages, losses, fines, penalties, settlements, and costs and expenses of any kind (including reasonable attorney’s fees), arising from or related to (i) your unauthorized use of the Software, (ii) your breach of any provision in these Terms, (iii) any of your representations or warranties made herein, or (iv) your violation of any law or rights of any third party. We will have the option to assume the exclusive defense and control of any action to which Conductor is named a party and you agree to cooperate with us in asserting any available defenses we find appropriate.

8. Dispute resolution

   1. 8.1

      Arbitration

      In the event a dispute arises out of or relating to these Terms (“Dispute”), the Dispute will be resolved by binding arbitration rather than in court. The complaining party shall first attempt in good faith to resolve the Dispute by delivering written notice to the other party describing the facts and circumstances (with relevant documentation) of the Dispute, and allowing the receiving party thirty (30) days since the date of notice delivery to respond.
      If the Dispute is not resolved within thirty (30) days after the notice is delivered, the Dispute shall be resolved by arbitration by the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of these Terms (“Rules”). The parties will mutually select one arbitrator, and the arbitration shall be conducted in Santa Clara County, California, USA.
      The arbitration award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property. Each party will bear its own lawyer’s and expert’s fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute. Either party may apply to any competent court for injunctive or other equitable relief necessary to protect its rights pending resolution of the arbitration.

   2. 8.2

      Limitations

      Each claim involving a dispute must be brought to arbitration within twelve (12) months after the date on which such claim arose or it will be irrevocably waived. You hereby irrevocably waive your right to a jury trial as well as your right to claim that Santa Clara County, California, USA is an inconvenient or improper forum or venue to hear and resolve all claims or disputes concerning this agreement.

9. General provisions

   1. 9.1

      Waiver and severability

      No waiver by us of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
      If any provision of the Terms is deemed to be invalid, void, or otherwise unenforceable by any court or arbitrator of competent jurisdiction, for any reason, that provision will be limited or severed to the extent necessary so that the Terms will otherwise remain in full force and effect.

   2. 9.2

      Assignments

      You may not assign or transfer the Terms without our prior written consent. Any attempt by you to assign, transfer, delegate, or sublicense these Terms, or any part thereof, without such consent will be null and void. Conductor may assign, transfer, delegate, or sublicense the Terms of any licenses and rights discussed herein, at our sole discretion, without restriction.

   3. 9.3

      Force majeure

      Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

   4. 9.4

      Choice of law and venue

      These Terms will be governed by the law of the State of California, excluding California’s conflicts of law rules or principles. Except as provided in Section 10, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Santa Clara County, California.