Terms of Sale & Use

These Terms of Sale & Use (the “Terms”) form a binding agreement between you and Condulo (“Condulo,” “we,” “us,” or “our”). By accessing or using the condulo.com website (the “Site”), or by purchasing or using any report, data, or other product or service we offer (collectively, the “Products”), you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not use the Site or the Products. If you use the Site or Products on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.

The Site and the Products are intended for professional, institutional, and other sophisticated users, and are not intended for retail consumers or the general public. By using the Site or purchasing any Product, you represent that you are at least 18 years old, are accessing the Products in a professional or business capacity, and have the knowledge and experience necessary to evaluate the information they contain.

Subject to your compliance with these Terms and payment of all applicable fees, Condulo grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Products you purchase solely for your own internal business purposes. This license is personal to you or, where purchased by an organization, to that organization’s authorized personnel.

Except as expressly permitted in writing by Condulo, you may not:

• Redistribute, resell, republish, sublicense, lend, rent, or otherwise make any Product available to any third party;
• Copy, reproduce, or create derivative works from a Product except for your own internal use;
• Remove, alter, or obscure any copyright, trademark, confidentiality, or other proprietary notice; or
• Use a Product in any manner that competes with Condulo or that circumvents these Terms.

The Products contain confidential and proprietary information. You agree to treat the Products as confidential, to use reasonable measures to protect them from unauthorized disclosure, and not to disclose them to any person who is not authorized to access them under your license.

The Site, the Products, and all content, software, text, graphics, logos, and trademarks made available through them are owned by Condulo or its licensors and are protected by intellectual property and other laws. Except for the limited license expressly granted in these Terms, no right, title, or interest in or to the Site or any Product is transferred to you. All rights not expressly granted are reserved by Condulo.

You agree not to, and not to permit any third party to:

• Use the Site or Products for any unlawful or fraudulent purpose;
• Violate or infringe the rights of Condulo or any third party, including intellectual property, privacy, or contractual rights;
• Attempt to gain unauthorized access to, interfere with, disrupt, or damage the Site, our systems, or any data;
• Use any automated means to scrape, harvest, or extract data from the Site except as expressly authorized;
• Use the Products in connection with any securities transaction in violation of applicable law; or
• Reverse engineer, decompile, or otherwise attempt to derive the source of any software made available through the Site.

Prices for Products are stated at the point of purchase and are exclusive of any applicable taxes, which are your responsibility. When you place an order, you authorize us and our payment processor to charge your designated payment method for the total amount, including any taxes and fees.

Payments are processed by Stripe, Inc., our third-party payment processor. Your payment card details are collected and processed directly by Stripe and are subject to Stripe’s terms and privacy policy, available at stripe.com/privacy. We do not receive or store your full payment card number. We reserve the right to refuse or cancel any order, and to correct pricing errors, at any time.

Because the Products consist of digital research and information that is delivered and accessible immediately upon purchase, all sales are final and non-refundable except where a refund is required by applicable law. If you believe you were charged in error, contact us at legal@condulo.com.

The Products are provided for informational purposes only. They are not, and must not be relied upon as, investment, financial, legal, tax, accounting, or other professional advice.

The Products, including any research reports, data, opinions, estimates, projections, and other materials, represent Condulo’s views and judgments as of the date indicated and are based on information and assumptions that Condulo believes to be reasonable but that have not been independently verified and may prove to be incorrect. The Products do not take into account the particular investment objectives, financial situation, or needs of any specific person, and are not a personalized recommendation to buy, sell, or hold any security or to adopt any investment strategy.

Nothing in the Products constitutes an offer to sell, a solicitation of an offer to buy, or a recommendation with respect to any security or financial instrument. The Products are intended solely for sophisticated, professional, and institutional investors who are capable of evaluating the merits and risks of any investment and who will not rely on the Products as the sole basis for any investment decision. You should conduct your own analysis and consult your own investment, legal, and tax advisers before making any decision.

Condulo does not act as your fiduciary, investment adviser, or broker, and no advisory, fiduciary, or agency relationship is created by your purchase or use of any Product. Past performance and forward-looking statements are not indicative of, and provide no guarantee of, future results. Opinions, estimates, and projections are subject to change without notice, and Condulo undertakes no obligation to update any Product. To the maximum extent permitted by law, Condulo accepts no liability for any loss arising from any use of, or reliance on, the Products.

The Site and the Products are provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory.

To the fullest extent permitted by applicable law, Condulo disclaims all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising out of course of dealing or usage of trade. Condulo does not warrant that the Site or the Products will be accurate, complete, reliable, current, uninterrupted, secure, or error-free, or that any content or data is free of viruses or other harmful components. Any reliance on the Site or the Products is at your own risk.

To the maximum extent permitted by law, Condulo and its affiliates, officers, directors, employees, agents, and licensors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business, arising out of or relating to the Site, the Products, or these Terms, whether based in contract, tort, strict liability, or otherwise, even if advised of the possibility of such damages.

In no event will Condulo’s total aggregate liability arising out of or relating to the Site, the Products, or these Terms exceed the greater of the amount you paid to Condulo for the Product giving rise to the claim in the twelve months preceding the event or one hundred US dollars (US $100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In such cases, our liability is limited to the greatest extent permitted by law.

You agree to indemnify, defend, and hold harmless Condulo and its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or related to your use of the Site or Products, your violation of these Terms, your violation of any applicable law, or your infringement of any right of a third party.

These Terms and any dispute arising out of or relating to them or the Site or Products are governed by the laws of the United States and the State in which Condulo is organized, without regard to conflict-of-laws rules. You agree that any dispute will be resolved exclusively in the state or federal courts located in that State, and you consent to the personal jurisdiction of those courts. Each party waives any objection to venue in those courts. To the extent permitted by law, any claim must be brought within one year after it arises.

We may modify these Terms from time to time. When we do, we will revise the “Last Updated” date above. Changes are effective when posted, and your continued use of the Site or Products after the changes take effect constitutes your acceptance of the revised Terms. The version of these Terms in effect at the time of your purchase governs that purchase.

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Condulo regarding the Site and Products. If any provision is held unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver of it. You may not assign these Terms without our prior written consent; we may assign them freely.

Questions about these Terms may be directed to legal@condulo.com.