Effective Date: July 15, 2025 | Last Modified: July 15, 2025
Conduct Compliance Inc. ("Conduct," "we," "us" or "our") 8 The Green, Suite B, Dover, DE 19901 Legal notices: legal@useconduct.com
1. Definitions
1.1 "Authorized User": an individual whom Customer authorizes to use the Service under Customer’s account.
1.2 "Customer Data": all data, communications, or content submitted or ingested by Customer or its Authorized Users via the Service.
1.3 "Conduct Materials": the Service, software, documentation, models (e.g. CLARE, Scout), templates, and any related content provided by Conduct.
1.4 "Order": any ordering document or online screen referencing this Agreement that specifies plan details, pricing, usage limits, and Subscription Period.
1.5 "Subscription Period": the time during which Customer may access the Service, as outlined in the Order.
1.6 "User Submission": any Customer Data uploaded, sent, or transmitted by Customer or Authorized Users via the Service.
2. The Service
2.1 Provision. Conduct grants Customer a non-exclusive, non-transferable license to access and use the Service for internal business purposes during the Subscription Period, subject to payment and these Terms.
2.2 Hosted Software. Conduct retains all rights, title, and interest in the Conduct Materials. Customer receives no ownership rights.
2.3 Updates. Conduct may update the Service at any time. We’ll provide 30 days' notice if any core functionality is removed.
3. Subscriptions, Fees & Payment
3.1 Plans. Conduct may offer free trials, limited free tiers, and one or more paid plans. Plan features and pricing are published on our site or specified in your Order.
3.2 Fees. All fees are as outlined in the Order and are non-refundable unless expressly stated otherwise.
3.3 Payment Methods. We accept credit card, ACH, or invoiced payments (with approval). Subscription fees auto-renew unless canceled.
3.4 Taxes. Fees exclude applicable taxes, which are Customer’s responsibility (excluding Conduct’s income taxes).
3.5 Late Payment. Conduct may suspend access if payment is not received within 14 days of the due date, following notice.
4. Account, Users & Permissions
4.1 User Roles. Customer may assign Admins (manage billing and settings) and Members (use features as allowed by Admins).
4.2 Authentication. Conduct relies on Kinde for authentication. Supported methods include email and Google sign-in. Customers are responsible for credential security.
4.3 Responsibility. Customers are responsible for all activity in their account and ensuring Authorized Users comply with these Terms.
5. Third-Party Integrations
5.1 Supported Integrations. Conduct may integrate with third-party platforms (e.g., Outlook, Slack, Gmail, Salesforce, etc.) for ingestion, tagging, and compliance alerts.
5.2 Credential Access. Some integrations may require sharing access credentials with Conduct or integration partners. Customers are responsible for such access and security. Conduct disclaims liability for third-party platform use.
6. Customer Data & Privacy
6.1 Data Collected. We collect Customer Data including user identity, usage metadata, session activity, and communication logs, as needed to deliver compliance automation.
6.2 Retention. Customer Data is stored during the Subscription Period and retained up to 30 days after account closure unless required longer for audits.
6.3 Ownership & License. Customer retains all rights to its Customer Data. Conduct is granted a limited license to process, analyze, and display such data to operate and improve the Service.
6.4 Service Data. Conduct may generate anonymized and aggregated usage data (“Service Data”) for analytics, benchmarking, or platform improvement.
7. Proprietary Rights
7.1 Conduct Materials. Conduct owns all IP in the platform, models (like CLARE and Scout), code, and documentation.
7.2 Feedback. Customer grants Conduct a royalty-free, irrevocable license to use any feedback or suggestions for platform improvement.
8. Restrictions
Customer agrees not to:
Reverse engineer, modify, or copy Conduct’s software
Resell or sublicense the Service
Remove branding or legal notices
Build competing software
Violate laws or upload malicious code
Probe or disrupt Conduct systems
Violation may result in access suspension with or without notice and/or legal action.
9. Term & Termination
9.1 Term. This Agreement remains active for the Subscription Period and renews per your Order.
9.2 Termination for Cause. Either party may terminate with 30 days’ notice if the other materially breaches and fails to cure.
9.3 Suspension. Conduct may suspend accounts for non-payment or abuse after 14 days’ notice.
9.4 Effect of Termination:
Access terminates immediately
Conduct will delete Customer Data within 30 days (unless required otherwise)
9.5 Survival. Sections 3, 6–8, 10–14, and any terms that reasonably survive termination will remain in effect.
10. Warranties & Disclaimers
10.1 Customer Warranties. Customer warrants it has all necessary rights to submit Customer Data and use the Service in compliance with law.
10.2 Disclaimer. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” CONDUCT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.
11. Limitation of Liability
To the extent allowed by law, Conduct’s liability will not exceed fees paid in the prior 12 months. Conduct is not liable for indirect, incidental, or consequential damages.
12. Confidentiality
Each party will protect the other’s confidential information using reasonable care. Disclosure is limited to those with a need to know and under similar obligations.
13. Modifications
Conduct may modify these Terms with 30 days’ notice via email or in-app. Continued use after that constitutes acceptance.