Partner Marketplace and Partner Services Terms and Conditions

BY (1) ORDERING, PURCHASING OR USING A PARTNER SERVICE, OR (2) OTHERWISE ACCESSING THE PARTNER MARKETPLACE, YOU AGREE TO THE TERMS OF THIS AGREEMENT AND ANY APPLICABLE TERMS, AS DEFINED BELOW (COLLECTIVELY, THE “AGREEMENT”). YOU HEREBY AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THE AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES (AS DEFINED BELOW) TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES (AS DEFINED BELOW). IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ORDER ANY PARTNER SERVICES FROM THE PARTNER MARKETPLACE.

1. DEFINITIONS

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
• “Conductor” means Conductor Founders, Inc., a New York corporation with its principal place of business at 2 Park Avenue, 15th Floor, New York, NY 10016 and its Affiliates.
• “Customer” means the entity that purchases the Partner’s Services offered in the Partner Marketplace.
• “Customer Data” means any electronic data or information submitted by or for Customer to Searchlight.
• “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
• “Non-Conductor Services” means the Partner Services
• “Partner” means the Non-Conductor entity that will provide the Services listed in the Partner Marketplace directly to Customer.
• “Partner Marketplace” means an online directory, catalog or marketplace of professional services provided by Partner and other parties related to digital marketing.
• “Searchlight” means the Web-based platform application provided by Conductor.
• “Partner Services” means the professional services to be provided by Partner to Customer listed on the Partner Marketplace including but not limited to implementation services, integration, support, and other consulting services related to digital marketing.
• “User” means an individual who is authorized by Customer to use Searchlight or the Services for the benefit of Customer, for whom Customer has purchased a subscription, and to whom Customer (or, when applicable, Conductor at Partner’s request), has supplied a user identification and password. Users may include, for example, Customer’s employees, consultants, contractors and agents, and third parties with which Customer transacts business.

2. USE OF PARTNER SERVICES

• 2.1 Partner Services. Conductor, through the Partner Marketplace, makes available third-party professional services related to digital marketing. Your acquisition of such services, and any exchange of data between you and any Partner is solely between you and the Partner. Conductor does not warrant or support the Partner’s Services, whether or not they are designated by Conductor as “certified” or otherwise, unless expressly provided otherwise in an Order Form. Conductor is not responsible for any disclosure, modification or deletion of your data resulting from access by such Partner.

• 2.2. The use of Partner Services may result in transmission of your information, data, content or other materials outside of Conductor’s systems, or otherwise result in third-party access to or use of your information, data, content or other materials. Conductor neither controls nor endorses, nor is Conductor responsible for, any Partner Services, including their accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety, or any applicable intellectual property rights. Nothing in the Agreement will be deemed to be a representation or warranty by Conductor with respect to any Partner Services. Conductor has no obligation to monitor Partner Services, and it may block or disable access to any Partner Services (in whole or part) in the Partner Marketplace at any time. In addition, the availability of any Partner Services through the Partner Marketplace does not imply Conductor’s endorsement of, or affiliation with, any provider of such Partner Services, nor does it create any legal relationship between you and Conductor. YOUR USE OF PARTNER SERVICES IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES THAT MAY BE APPLICABLE TO SUCH PARTNER.

• 2.3. Customer Responsibilities. Customer will: (a) be responsible for use the Partner Services only in accordance with Partner’s instructions and applicable laws and government regulations, and (b) comply with terms of service of any Non-Conductor Service with which Customer uses Searchlight. Any use of the Services in breach of the foregoing by Customer that in Conductor’s judgment threatens the security, integrity or availability of Searchlight, may result in Conductor’s immediate suspension of Searchlight, however Conductor will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

3. PROPRIETARY RIGHTS AND LICENSES

• 3.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Conductor, its Affiliates, its licensors and Non-Conductor providers reserve all rights, title and interest in and to Searchlight and the Partner Services, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

4. TERM AND TERMINATION

• 4.1. Termination of the Services. Customer’s use of the Partner Services may be immediately terminated and/or suspended, at Conductor’s option, upon notice due to: (a) a breach of these Terms by Customer; or (b) a breach of the Searchlight Terms of Service.

• 4.2. Termination of Partner’s Services. If any of the Partner’s Services is terminated or cancelled, Conductor will fully cooperate with and provide transition assistance to Customer to enable and facilitate an orderly transition of the Services to another Partner or its designee. Conductor is under no obligation to provide the Services directly to Customer, or to assume a direct contractual relationship with Customer.

• 4.3. No Refunds upon Termination. In no case will any termination, expiration, or suspension of the Partner Services with Conductor give rise to any liability of Conductor to Customer for refunds or damages.

• 4.4 Credits. Credits granted during a Term can only be used during the then current Subscription Term and will not roll-over upon renewal once the Term expires.

5. WARRANTY DISCLAIMER

CONDUCTOR MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND CONDUCTOR SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. THE PARTNER SERVICES ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. CONDUCTOR DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY PARTNER OR NON-CONDUCTOR PROVIDER. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THE AGREEMENT) ARE MADE FOR THE BENEFIT OF CONDUCTOR AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “CONDUCTOR AFFILIATED PARTIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS 

6. NO LIABILITY

IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF CONDUCTOR, TOGETHER WITH ALL CONDUCTOR AFFILIATED PARTIES, ARISING OUT OF OR RELATED TO THE PARTNER SERVICES OR THE PARTNER MARKETPLACE, EXCEED TEN U.S. DOLLARS ($10.00). THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT WILL CONDUCTOR OR ANY CONDUCTOR AFFILIATED PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE PARTNER SERVICES FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF CONDUCTOR OR CONDUCTOR AFFILIATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, (A) CONDUCTOR WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM CONDUCTOR’S PROVISION OF, OR YOUR USE OF OR INABILITY TO USE, THE PARTNER MARKETPLACE OR ANY PARTNER SERVICE, INCLUDING FROM ANY VIRUS, WORM, TROJAN HORSE, EASTER EGG, TIME BOMB, SPYWARE OR OTHER SIMILAR COMPUTER CODE, FILE OR PROGRAM THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; AND (B) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH ANY PARTNER SERVICE IS TO STOP USING THE APPLICABLE SERVICE. ALL LIMITATIONS OF LIABILITY OF ANY KIND ARE MADE FOR THE BENEFIT OF BOTH CONDUCTOR AND EACH CONDUCTOR AFFILIATED PARTY, AND ITS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS