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EULA - End User License Agreement

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PLEASE READ CAREFULLY THE TERMS AND CONDITIONS OF THIS CONDUIT LTD. ("CONDUIT" OR “WE”) END USER LICENSE AGREEMENT (THE "EULA" OR “AGREEMENT”) BEFORE DOWNLOADING, INSTALLING, ENABLING OR USING (COLLECTIVELY “USE” OR “IN USE” OR “USING”) ANY SOFTWARE AND/OR SERVICES AND/OR FEATURES PROVIDED BY CONDUIT (COLLECTIVELY, THE "CONDUIT SOFTWARE"). THE CONDUIT SOFTWARE DOES NOT INCLUDE THIRD-PARTY SOFTWARE (AS DEFINED IN SECTION 2 BELOW) OR OPEN SOURCE SOFTWARE (AS DEFINED IN SECTION 4 BELOW). THIS IS A LEGAL AGREEMENT BETWEEN CONDUIT AND YOU. THIS EULA, THE CONDUIT PRIVACY POLICIES AND THE CONTENT SHARING TERMS OF SERVICE (AVAILABLE AT ), ALL OF WHICH ARE INCORPORATED HEREIN BY REFERENCE (AND COLLECTIVELY REFERRED TO HEREUNDER AS THE “EULA”), GOVERN YOUR ACCESS TO AND USE OF THE CONDUIT SOFTWARE. On occasion, certain Conduit Software may include additional terms or software requirements that specifically apply to it and will be presented with it. Upon your Use of such Conduit Software these additional terms will become part of your agreement with Conduit in addition to the terms of this EULA. In the event there is a contradiction between the terms in this Agreement and the Content Sharing Terms of Service, the terms of this Agreement will prevail. In the event there is a contradiction between this EULA and the privacy policy, the privacy policy will control.

Conduit is willing to license the Conduit Software to you only on the condition that you accept all the terms contained in this EULA. By selecting the "Next" button (or similar language provided by us) or by downloading, installing or using the Conduit Software, you acknowledge and agree that you have read and understand this EULA and accept all of its terms.

We recommend that you print out or save a local copy of this EULA for your records. If you agree to this EULA on behalf of another person or legal entity including, without limitation, another business, you represent and warrant that you have the authority to bind that entity to this EULA and your agreement to this EULA will be treated as the agreement of the entity. In that event, "you" and "your" will refer and apply to that entity. If you do not accept this EULA in its entirety, then Conduit is unwilling to license the Conduit Software to you and you may not access or use the Conduit Software. Any use of the Conduit Software by you under these circumstances will be considered a violation of Intellectual property laws and may subject you to civil and/or criminal penalties.

Modification.
Conduit reserves the right to modify and/or change any of the terms and conditions of this EULA at any time and without prior notice. If Conduit materially modifies this EULA it will post the updated EULA as part of a drop down menu or notification from the Conduit Software via a hyperlink or by other reasonable means to notify you of the changes. Conduit will also update the "Last Updated Date" at the end of this Agreement. By continuing to use the Conduit Software after Conduit has posted a modification of this EULA, you agree to be bound by the modified EULA. If the modified EULA is not acceptable to you, your only recourse is to uninstall the Conduit Software. This Agreement will also govern any software upgrades and/or updates provided by Conduit that upgrade and/or supplement the Conduit Software, unless such upgrades and/or updates are accompanied by a separate license, in which case the terms of that separate license will apply.

The Conduit Software and Third Party Software.
2.1 Conduit offers a number of different types of Conduit Software, including software and/or services and/or features that may be customized by third parties (each of these third parties a “Publisher”) and then distributed to you. Following your agreement to this EULA, the Conduit Software is in Use on your computer and/or mobile device. Certain Conduit Software may include web search box(es) and other features as further detailed in section 3 below. **By Using a Conduit Software you may enable Conduit to access, use and collect a variety of information, both personal and non-personal, regarding your Internet Browser, your browsing habits, and information about your computer (additional information is further detailed in section 3 below).
2.2 The Publishers may use data, information, trademarks or servicemarks, links, web pages, images, software and code, text, photos, audio or video sounds, and/or visual works and components it owns or controls (collectively “Third Party Software”) to customize the Conduit Software, and then distribute it to you (the “Customized Software”). Conduit does not have control of and does not take any responsibility for Third Party Software. Some Publishers may distribute the Customized Software as stand-alone software and some may distribute it as part of a package containing the Customized Software bundled with Third Party Software. Third Party Software is the responsibility of the Publishers and not Conduit. Some Third Party Software and/or Customized Software may contain Cookies or other tracking mechanisms. Sometimes the Third Party Software may be presented in an iFrame in your Browser. When this happens, because you are interacting directly with the Third Party Software this interaction is considered a first party interaction. Therefore, if Cookies are used by the publisher, your Browser settings will treat the Cookie as first party Cookie. As used herein “Cookie” means a small piece of information that is placed on your device's Browser while you are viewing a website or using the Conduit Software, the Customized Software and/or the Third Party Software. Some of the Third Party Software may pop-up on the screen of your computer and/or mobile device. Because Customized Software is installed on your computer, the Customized Software takes up storage space on your hard-drive. The amount of storage space will vary based on the size of the Customized Software and any Third Party Software available to you from it. Some of the data stored in this storage space may include your personal information. Please review the policies of the Third Party's and/or Publishers for information about their data collection storage and handling practices.
2.3 Third Party Software will have their own terms and conditions and privacy policies and we urge you to review them prior to using them as your use of such Third Party Software is subject to those terms and conditions and privacy policies. Third Party Software is not owned by Conduit. Conduit is not responsible for any Third Party Software and you acknowledge that Third Party Software may be modified or removed by its respective content owners at any time. You assume all responsibility and risk of use of any Third Party Software and Conduit hereby disclaims any and all liability to you or any third party related thereto. Conduit does not have any obligation to examine or scan Third Party Software, for any purpose, and is not responsible for the accuracy, completeness, appropriateness or legality of any Third Party Software. The fact that a Third Party Software is available via the Conduit Platform or otherwise is not an endorsement or authorization by Conduit of any third party, nor is it an endorsement of such Third Party Software and you hereby waive any legal or equitable rights or remedies you have or may have against Conduit with respect thereto.
2.4 In addition to the Conduit Software licensed to you, Conduit also provides a platform to Publishers and other third parties in which they are presented with a large number of tools to enable them to create interesting and unique apps, buttons and gadgets that they may distribute to you as Customized Software. Some of these tools may give these third parties the ability to access, collect, store and/or share your information. Again, such Customized Software should be accompanied by terms and privacy policies describing the policies and information collection practices of the Publishers. As Conduit is merely the provider of the technology and these third parties are using it and making it available to you, each such Customized Software is also considered Third Party Software.
License to Software and Use.
3.1 Conditioned upon your compliance with the terms and conditions of this EULA, Conduit hereby grants to you a limited, reversible, non-exclusive, personal, non-sublicensable, non-transferable, non-assignable license to download, install, enable and use the Conduit Software on a single computer or device (whether mobile device or other), solely for your personal use, provided that you use the Conduit Software on a computer, device (whether mobile device or other) owned or controlled by you. You may make a single copy of the Conduit Software for backup purposes. Conduit reserves all rights in the Conduit Software not expressly granted to you in this EULA.
3.2 With respect to any Third Party Software that may accompany or be embedded into any Conduit Software, you acknowledge and agree that your use of such Third Party Software shall also be subject to its respective usage and privacy terms.
3.3 Conduit Software and Customized Software: as part of the installation process of the Conduit Software and/or the Customized Software, you may be changing your Internet Browser settings and/or have the ability to opt to make changes to your Internet Browser settings and/or your mobile device settings and/or your social network account settings. By Using the Conduit Software or the Customized Software, you agree you have approved such changes and you understand you can reconfigure such settings at any time from the "Options Menu" available in the Conduit Software or Customized Software (to the extent that there is such menu), in the Settings options of your Internet Browser (for example, for web search related changes) and/or in your mobile device or from within your social network account. Such changes may include, without limitation, the following:
3.3.1. Change of the default search engine in your Internet Browser's built-in search box, if applicable;
3.3.2 Change of the default Homepage and/or New Tabs of your Internet Browser, and protect your search settings, if applicable;
3.3.3 Addition of alternative "Page not Found" functionality, if applicable;
3.3.4 Additional search related services;
3.3.5 Allowing software updates of the Conduit Software once a new version is released and the ability to send you notifications.
3.3.6 Allowing Conduit access to location-based information (although if you Use the Conduit Software or the Customized Software on a mobile device, this permission should be requested separately as part of the installation of the Conduit Software or the Customized Software).
3.3.7 Allowing Conduit access to information contained on your Social Network account and/or site (which you must explicitly and separately opt in to).
3.3.8 Allow first party publisher Cookies to be installed in your Browser, which Cookies can be controlled through your Settings on your Browser Controls. To uninstall the Conduit Software or Customized Software, you may use the standard uninstall procedures offered by your device's Operating System or your Internet Browser, as applicable. For example: To uninstall the Customized Software from Firefox - access the “tools” link from your Browser, go to “options” to find the Customized Software in the “add-ons” list and delete it. If you want to change your web search settings, depending on the Internet Browser you use, you may be able to do so from the drop down menu of the search box built into your browser. To change your homepage, again depending on your Internet Browser you may be able to do so from the internet options link. To uninstall the Customized Software from your mobile device: please refer to your mobile device instructions manual or terms of service. For example, on the Apple iPhone operating system, if you hold down the icon of the Customized Software you wish to delete until it shakes, you will get an “x” in the corner of the Customized Software icon and you can touch the “x” to delete the Software. Please note that the Customized Software may include one or more executable files, therefore if you wish to uninstall one or more Customized Software, please make sure to look for the specific Customized Software name in your computer or mobile device.
3.4 You may not use the Conduit Software and/or the Customized Software in any manner that could: (i) damage, disable, overburden, or impair the Conduit Software and/or the Customized Software (or any server or networks connected to any Conduit Software and/or Customized Software), or (ii) interfere with any third party's use and/or enjoyment of the Conduit Software and/or the Customized Software (or any server or networks connected to the Conduit Software and/or the Customized Software).
License Restrictions.
4.1 Except as expressly specified in this EULA, you may not: (a) copy or modify the Conduit Software; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Conduit Software to any third party; or (c) use the Conduit Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA. You acknowledge and agree that portions of the Conduit Software, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Conduit and its licensors. Accordingly, you agree not to disassemble, decompile or otherwise reverse engineer any components of the Conduit Software provided in object code or any other Conduit products or services, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
4.2 Any Open Source Software that may be accompanying the Conduit Software is provided to you under the terms of the open source license agreement or copyright notice accompanying such Open Source Software or in the open source licenses file accompanying the Software. As used herein "Open Source Software" mean open source software components provided with the Conduit Software that are licensed to you under the terms of the applicable license agreements included with such open source software components or other materials for the Conduit Software. This EULA does not apply to any Open Source Software accompanying the Conduit Software and Conduit hereby disclaims any and all liability to you or any third party related thereto.
Updates; Additional Services; Tests.
5.1 The Conduit Software may automatically download and install updates from Conduit, from time to time. These updates are designed to improve, enhance and further develop the Conduit Software and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Conduit to deliver these to you) as part of your use of the Conduit Software.
5.2 Further, you agree that by using the Conduit Software you may periodically send technical data and related information to Conduit to facilitate the provision of updates, product support and other services to you, if any, related to the Conduit Software. Such information may include, but is not limited to, technical information or personal preferences about your computer or device (whether mobile device or other), and/or internet Browser and/or system. Additionally, you agree Conduit may conduct A/B testing and change the look and feel of the Conduit Software or add additional features in order to improve your experience with the Conduit Software.
5.3 Your only recourse if you are unhappy with any of the modifications to the Conduit Software is to uninstall the Customized Software.
Proprietary Rights.
6.1 The Conduit Software is licensed, not sold to you. You acknowledge and understand that Conduit owns all right, title and interest in and to the Software, including without limitation all intellectual property rights therein. The Conduit Software is protected by United States (and other countries) copyright, trademark, other statutory and common law and international treaties. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Conduit Software as delivered to you.
6.2 All rights in the Third Party Software, including all ownership rights are reserved and remain with such third parties. You agree that such third parties may enforce their rights against you directly in their own name. Conduit is not liable for your failure to comply with any applicable local, state, national and foreign laws, treaties and regulations or any contracts, rules, policies or procedures applicable to your use of any Third Party Software.
Privacy and Legal Rights.
7.1 The Conduit Privacy Policies (available at ) contain information about Conduit's data protection policies and explains how Conduit accesses, collects, uses and/or shares information that is generated by your use of the Conduit Software and Customized Software. You consent to Conduit's use of your data in accordance with Conduit's Privacy Policies.
7.2 Conduit collects search query information. Such search query information could be used to serve relevant ads to you and/or to monitor the performance of the search services.
7.3 Conduit prohibits the violation of a user's privacy rights and the distribution of materials that are illegal, infringing or may be deemed offensive by Conduit, in its sole discretion, as part of its terms of service and user agreements. If you believe that your legal or privacy right has been violated while using the Customized Software or Third Party Software, Conduit encourages you to report such matters to Conduit at your earliest convenience (to report, please visit the "Legal" section at the Conduit website, at ). Conduit will, at its discretion, examine your complaint and take commercially reasonable efforts to attempt to resolve the issue as part of Conduit's commitment to providing a positive user experience.
Your Obligations.
8.1 You hereby acknowledge and agree to only use the Conduit Software as permitted in this EULA.
8.2 You agree to comply with all applicable laws, rules and regulations when using the Customized Software. You will not use the Customized Software to infringe anyone's rights, including, without limitation, any intellectual property rights of any person or entity.
8.3 You agree that you are solely responsible for (and that Conduit has no responsibility to you or to any third party) your use of the Customized Software, any breach of your obligations under the EULA, and for the consequences (including any loss or damage which Conduit may suffer) of any such breach.
No Obligation.
Conduit is not obligated to maintain or support the Conduit Software, or to provide you with updates, fixes, or services related thereto. You understand that during and/or by using the Customized Software, you may encounter Third Party Software that may be deemed offensive, indecent or objectionable. Nevertheless, you agree to use the Customized Software at your own risk and that Conduit shall not have any liability to you with respect to such content.

Government Users.
Any use, duplication, or disclosure of the Customized Software by the U.S. government is subject to the restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. Manufacturer is Conduit Ltd.

Export Laws.