I. INTRODUCTION

These Terms of Use (referred to as "Terms") apply to your (referred to as you, your, or user) use of the offerings available on the CondorX website at www.condorx.io (the "Website"). The Website provides access to CondorX's proprietary recommendation technology and related services (collectively, the "Services"), which can be utilized directly on the Website or integrated into your site or affiliated sites through specific software codes provided by CondorX (referred to as "Partners").

By visiting the Website or using any part of the Services, you agree to comply with these Terms. If you disagree with any portion of the Terms, you are not authorized to access the Website or utilize the Services. Use of the Website and Services is restricted to individuals aged 18 or older, whether acting independently or as representatives of a business entity. If you do not meet this criterion, you must refrain from registering for or using the Services.

II. AMENDMENTS TO THE TERMS

CondorX retains the right to modify or update these Terms at its sole discretion. It is your responsibility to periodically revisit these Terms to stay informed about changes. Continued use of the Services following any updates constitutes your acceptance of the revised Terms.

III. OVERVIEW OF SERVICES

The Services involve providing recommendations ("Recommendations") related to various types of content, such as articles, images, videos, and more ("Content"). Some of these Recommendations include promotional material ("Sponsored Content") paid for by CondorX's clients. These generate revenue ("Promotional Revenue") for the Website. Users who integrate the Services without registering will have Recommendation functionality enabled by default. Registered users may adjust Recommendation settings as described in the CondorX Dashboard and Section VI.

IV. LICENSE TO USE THE SERVICES

A. License Grant:

CondorX grants a revocable, non-exclusive, non-transferable, and non-sublicensable license to:

• Access and use the Services.
• Utilize CondorX's provided software, such as APIs or other codes ("Code").
• Refer to CondorX's documentation, bundled exclusively with the Services.
• Receive and use upgrades, updates, or new versions of the Services as described in the FAQ.

B. Sub-licensing Rights:

You may:

• Engage third-party contractors for tasks directly related to the implementation and use of the Services or Code.
• Allow end users limited sublicenses under specific conditions outlined in Section IV.I.

C. Trademark Usage:

CondorX grants a limited license to use its trademarks ("CondorX Marks") in connection with the Services or Code, provided such use complies with the terms outlined here. Misuse or disparagement of CondorX Marks is strictly prohibited.

D. Restrictions on Use:

The Code and Services may not be employed for or associated with: spyware, counterfeit goods, unsolicited emails (spam), hate speech, adult content, illegal activities, gambling, or other restricted purposes. CondorX may provide instructions for implementing the Services, which you must adhere to promptly.

E. Additional Limitations:

Without explicit permission, you may not copy, distribute, reverse-engineer, or alter any part of the Services or Code. Additionally, you are prohibited from using CondorX trademarks or intellectual property outside of permitted contexts. Violations of these provisions will result in CondorX claiming ownership of any derivative works resulting from such misuse.

F. Updates and New Versions:

CondorX may periodically release new versions or enhancements to the Services or Code, which must be incorporated as per the instructions provided.

G. No Implicit Licenses:

Except as explicitly stated, no other rights or licenses are granted under these Terms.

H. End-User Licensing:

For any website or software product utilizing the rights granted hereunder, you agree to ensure the terms and conditions for such sites include protections for the Service, Code, and Data equivalent to your proprietary software applications. The privacy policy should clarify that Data is routed to a third party owner, excluding personally identifiable information, and you agree to include any country-specific provisions necessary for compliance.

V. CONDUCT OF USERS

By using the Service, you agree to refrain from engaging in any activity that violates these Terms of Use or any applicable laws, and not to use the Service or Data for unlawful purposes or in ways not reasonably intended by CondorX. Without limiting the generality of the above, you agree not to:

• Abuse, harass, threaten, impersonate, or intimidate other users or Content providers;
• Engage in actions that are infringing, defamatory, obscene, pornographic, abusive, offensive, or otherwise violate the rights of others or any law;
• Use the Service for unauthorized or illegal purposes, including soliciting passwords, accounts, or private data from other users;
• Create or disseminate Spam to any other users or URLs associated with CondorX;
• Violate local laws, including but not limited to copyright violations;
• Submit misleading content, such as stories linked to affiliate programs, multi-level marketing, off-topic material, or content that falsely implies endorsement by notable individuals or entities;
• Use bots, spiders, scrapers, or other automated methods to access or interfere with the Site or Service without prior written permission from CondorX;
• Take actions that could overload or disrupt the Service’s infrastructure or interfere with the proper functioning of the Site;
• Attempt to bypass measures CondorX may implement to control access to the Site or alter the Service in unauthorized ways, such as artificially inflating clicks on Recommendations or Promoted Content.

CondorX prohibits the use of its Service on websites that promote adult content, pornography, hate, illegal activities, or any form of discrimination or violence, including the sale of illegal drugs or firearms. In its sole discretion, CondorX reserves the right to terminate Service access to any site that violates these terms, or for any reason deemed appropriate. If you suspect abuse of these Terms, please report it to abuse@CondorX.com.

VI. GLOBAL USAGE RESTRICTIONS

Given the global nature of the internet, you agree to comply with local regulations on online behavior and Content, as well as any applicable laws concerning the transmission of technical data from the United States or your country of residence.

VII. USAGE AND STORAGE GUIDELINES

You acknowledge that CondorX may send you emails related to your use of the Service, but these will never request additional personal information or verification of your account’s status. Furthermore, CondorX reserves the right to implement usage limitations or modify them as necessary, at its discretion.

VIII. CONTENT SUBMISSION AND LICENSE

If you are a Partner, by submitting Content to CondorX, you grant CondorX a non-exclusive, royalty-free, fully paid, worldwide license to use such Content and any associated Partner Marks (such as trademarks or logos). This license extends to:

• Displaying the Content on the Site, blogs, or newsletters operated by CondorX;
• Utilizing the Content in business development materials, press releases, or other commercial communications;
• Incorporating the Content into the Service or using it in any reasonable way expected of a Partner.

IX. RESTRICTIONS ON SERVICE RESALE

You agree not to reproduce, duplicate, copy, sell, resell, or otherwise exploit any portion of the Service, or any access or usage rights associated with it, for commercial purposes.

X. TERMINATION

CondorX reserves the right, at its discretion, to terminate your account and revoke access to the Service at any time, for any reason, including but not limited to inactivity or if CondorX believes you have breached or acted contrary to the intent or spirit of these Terms. This termination may also extend to any agreements, whether verbal or written, related to your account, based on CondorX's discretion. CondorX may, at its sole discretion, cease providing the Service, or any portion of it, with or without notice. You understand and agree that termination of access under any provision of these Terms may occur without prior warning, and CondorX may immediately deactivate or remove your account, along with all associated data and files. You further acknowledge that CondorX may block any future access to these files or the Service. You agree that CondorX shall not be liable to you or any third party for any loss or damage resulting from the termination of your access.

XI. ADVERTISEMENTS AND PROMOTIONS

You acknowledge and agree that advertisements may be included in the Service, and these are vital for CondorX to offer the Service. You also agree not to hide or obstruct advertisements through HTML/CSS or any other method. By using the Service, you consent to CondorX's right to display advertisements at any time, with or without prior notice, and without compensating you or any other users. The nature and frequency of these advertisements, along with their placement in the Service, may change at CondorX's discretion. Any interactions or transactions with advertisers, including payment and goods or services delivery, are solely between you and the advertiser. CondorX is not responsible for any issues or damages arising from such dealings or the presence of such advertisers within the Service.

XII. LINKS

The Service may provide links to external websites or resources from third parties. Since CondorX has no control over these sites, you acknowledge that it is not responsible for their availability, nor does it endorse or assume responsibility for any content, advertising, products, or other materials found on these sites. You further acknowledge that CondorX is not liable for any damages or losses, whether direct or indirect, that may result from your use of or reliance on any content, products, or services provided by these third-party websites or resources.

XIII. CONDORX CONTENT

You agree to the following guidelines when posting content on CondorX:

• All content uploaded to CondorX is your responsibility. While CondorX strives to maintain a service that is appropriate for all users, it is not obligated to monitor or filter any content posted on the platform. If you post material deemed inappropriate by the law, you agree that CondorX may share necessary information with relevant authorities.
• If your content is flagged as offensive or inappropriate, CondorX may request that you remove, modify, or restrict access to the content within a reasonable time frame. Failure to comply may result in account termination. However, CondorX is under no obligation to monitor or restrict content.
• CondorX does not claim ownership of user-generated content. You retain all intellectual property rights to the content you post and are solely responsible for protecting those rights. By posting content, you confirm that you have the necessary rights to do so without violating the intellectual property rights of others.
• CondorX reserves the right to display any content posted by users across its platforms, including the web and downloadable clients. CondorX also reserves the right to resell any portion of your posted content.
• CondorX does not pre-screen user content but reserves the right, at its discretion, to remove or refuse to remove any content that violates these Terms of Service or is deemed objectionable. CondorX may remove content that infringes intellectual property rights or violates these Terms, and you accept responsibility for evaluating and bearing the risks of using such content. Additionally, CondorX may restrict access to your account if it violates these Terms, including removing your account and related information from the member directory, search engines, and other systems used to find CondorX users.

XIV. CONDORX.COM PROPRIETARY RIGHTS

You acknowledge that the Service and any software used in connection with the Service (referred to as "Software") may contain proprietary and confidential information protected by applicable intellectual property laws and other relevant regulations. All code and specifications related to CondorX, as well as any associated software and its operational details, are governed by explicit or implied licenses. You further acknowledge that the content within advertisements or promotional materials presented by CondorX or third-party advertisers is protected by copyrights, trademarks, patents, or other proprietary rights and laws. Unless explicitly authorized by CondorX or its advertisers, you agree not to alter, lease, lend, sell, distribute, or create derivative works based on the content, Service, or Software, either in part or in full.

Submission of Unsolicited Ideas and Information

CondorX does not wish to receive confidential or proprietary information from you through this platform or via email. Unless otherwise agreed upon by a CondorX representative in writing, any materials, ideas, or information you submit to CondorX, regardless of the medium, may be freely used by CondorX or its affiliates for any purpose, including but not limited to the development, marketing, and manufacturing of products, without obligation to compensate or hold liability to you. However, this does not apply to personal information covered by our Privacy Policy or content submitted within the scope of these Terms of Service.

XV. PUBLISHER AGREEMENT

Publishers must submit invoices to CondorX monthly, within 30 days after the end of the month in which the advertisements were displayed. Invoices submitted more than 180 days after the end of the relevant month will be considered invalid, and CondorX will not be obligated to process payments for such invoices. Invoices must reflect only activities that meet the criteria outlined in these Terms of Service. Unless otherwise agreed in an Insertion Order (IO), invoices will be based on the Publisher's delivery metrics as tracked by CondorX's reporting system. In the case of discrepancies between the Publisher's and CondorX's tracking systems, CondorX's data will take precedence.

XVI. PUBLISHER AGREEMENT - DATA PROTECTION ADDENDUM

• Publisher’s use of CondorX’s Service is also governed by CondorX’s Privacy Policy and Cookies Policy. By using the Service, the Publisher agrees to the terms outlined in these policies.
• This addendum is part of the agreement between CondorX and the Publisher.

• Roles of the Parties:

  • Both CondorX and the Publisher acknowledge that in relation to the processing of personal data, both parties act as "controllers." The parties share joint responsibility for processing end-user personal data through CondorX’s platform installed on the Publisher's site.

• Data Subject Rights:

  • The Publisher must ensure transparency regarding data processing practices and protect the rights of data subjects in compliance with the EU General Data Protection Regulation (GDPR).
  • CondorX uses cookies to facilitate its services. Details of cookie usage and purpose can be found in CondorX's Cookie Policy. Both the Privacy and Cookie Policies are accessible through CondorX’s website.
  • In the case of a white-label agreement, where no branding is displayed, the Publisher assumes full responsibility for informing end-users about data processing practices and third-party relationships within its privacy policy.

• Personnel:

  • Both parties agree that personnel engaged in data processing are informed of the nature of personal data and adhere to confidentiality obligations.
  • Access to personal data will be restricted to personnel necessary to perform services in accordance with the agreement.
  • Both parties will appoint a Data Protection Officer (DPO). CondorX’s DPO can be contacted at privacy@condorx.com. The Publisher must provide CondorX with the contact information of its DPO upon signing the agreement.

• Third-Party Disclosures:

  • The Publisher will disclose its partnership with CondorX in its list of third-party service providers, and ensure this list is publicly available on its website.

• Security:

  • Both parties will implement appropriate security measures to protect physical and virtual assets containing personal data.
  • Personal Data Breach: A breach refers to accidental or unlawful loss, alteration, destruction, unauthorized access, or disclosure of personal data. In the event of a breach, the Publisher must notify CondorX promptly, providing sufficient information to comply with reporting obligations under applicable data protection laws.

XVII. DISCLAIMER OF WARRANTIES

You expressly agree and understand that:

• Your use of the service is at your own risk. The service is provided "As is" and "As available." condorx disclaims all warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Condorx makes no warranty that: (I) the service will meet your expectations or requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) any results obtained from the use of the service will be accurate or reliable, (iv) the quality of products, services, or materials obtained through the service will meet your expectations, and (v) any software errors will be fixed.
• Any materials downloaded or otherwise obtained through the use of the service are at your own discretion and risk, and you are solely responsible for any damage to your device or loss of data resulting from the download of such materials.
• No advice or information, whether oral or written, obtained by you from condorx or through the service shall create a warranty that is not expressly stated in these terms.

XVIII. LIMITATION OF LIABILITY

You expressly agree and understand that condorx shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, reputation, use, data, or other intangible losses (even if condorx has been advised of the possibility of such damages), arising from: (I) the use or inability to use the service; (ii) the cost of replacing goods and services arising from any products, data, information, or services purchased or obtained through or in connection with the service; (iii) unauthorized access to or alteration of your data or transmissions; (iv) statements or actions of third parties within the service; or (v) any other matter related to the service.

XIX. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless CondorX, its affiliates, and its officers, directors, employees, and agents from any and all claims, damages, liabilities, costs, and expenses (including attorney’s fees) arising from: (i) your use of, or inability to use, the Service; (ii) your interactions with other users of the Service; (iii) your infringement on any third-party rights, including copyrights, property, or privacy rights; or (iv) your breach of these Terms of Service. Without limiting your indemnification obligations, CondorX reserves the right, at your cost, but without obligation, to take exclusive control of the defense of any matter that requires indemnification by you. You agree not to settle any claim subject to indemnification without obtaining prior written consent from CondorX.

XX. U.S. GOVERNMENT RESTRICTED RIGHTS

The materials provided through CondorX are considered to have "RESTRICTED RIGHTS." The U.S. Government's use, duplication, or disclosure of these materials is subject to limitations outlined in applicable laws and regulations. By using these materials, the U.S. Government acknowledges CondorX's proprietary rights.

XXI. REVISIONS

CondorX reserves the right to revise these Terms of Service at any time by updating this document. By continuing to use the Service, you agree to be bound by any such revisions. It is your responsibility to check this page periodically for updates to the Terms of Service.

XXII. GENERAL INFORMATION

These Terms of Service (TOS) constitute the complete and exclusive agreement between you and CondorX, and govern your use of the Service, overriding any prior agreements or representations made by CondorX. The laws of the State of California, USA, will govern these Terms of Service and the relationship between you and CondorX, excluding any conflict of law principles. You and CondorX agree to submit to the exclusive jurisdiction of the courts located in San Francisco County, California. Failure by CondorX to enforce any term of these Terms of Service does not waive the right to enforce it later. If any provision of the TOS is deemed invalid by a court, the remaining provisions will remain valid and enforceable. Regardless of any contrary law, any claims related to the use of the Service or these Terms must be filed within one year of the event that gave rise to the claim, or they will be permanently barred. Section titles in the TOS are for convenience and do not have legal significance.