User Agreement

Welcome to Conduuit, LLC (hereto “Conduuit”). When you login and use the Conduuit™ website, you’re agreeing to our terms, so please take a few minutes to read over the User Agreement below.

Note: You are entering into a legally binding agreement

1. Introduction

We are an online collaboration and job-placement platform for self-employed professionals and micro-businesses (1 to 5 employees).

1.1. Purpose

Conduuit™ is a service company dedicated to serving the self-employed IT and Business professionals and entrepreneurs (hereto “Lone Eagle™”) with job placement, financial and back-office support services (BOSS) and networking opportunities with other like-minded Lone Eagle™ consultants. Conduuit™ serves as the bridge (or “Conduuit™”), between Lone Eagle™ consultants and hiring organizations who wish to contract their services (hereto “Clients”).

Conduuit’s Talent Search and Placement (TSP) services introduce and connect you with the right opportunity. Our Job Board and a TSP team place qualified Lone Eagle™ consultants on projects at a rate that is advantageous to the Lone Eagle™ by eliminating Layer Cake contracting and pass-through rates. The Conduuit™ Job Board allows all Conduuit™ members to post their qualifications for other team members and prospective employers to access and engage.

Conduuit™ Clients sign up through the Conduuit™ Services to select from the database of qualified Conduuit™ Lone Eagle™ consultants for Client projects. When a Lone Eagle™ is selected by the Client the Lone Eagle™ agrees to provide the services at his/her established rates. All transactions between Client and Lone Eagle™ are brokered by Conduuit™. Lone Eagle™ fees are paid by Client to Conduuit™. Conduuit™ will pay the Lone Eagle weekly the total amount invoiced to the client minus the Conduuit™ fees. The fees deducted are the following based on the Service package selected by the Lone Eagle™:

Base Package – 12.5% of Hourly Billable Rate to Client. The 12.5% fee includes the following Conduuit™ services:

Project and Job Placement
Tax Filing and support for Local / State / Federal
Capital & Financial Services (Weekly and Semi-Monthly Line of Credit / Cashflow)
Certificate of Insurance – General, Professional Liability, Umbrella & Crime
Account Payable / Accounts Receivable Services
Collaboration & Networking Forum

Premium Package – 18% of Hourly Billable Rate to Client. The 18% fee includes the following Conduuit services:

Project and Job Placement
Tax Filing and support for Local / State / Federal
Capital & Financial Services (Weekly and Semi-Monthly Line of Credit / Cashflow)
Certificate of Insurance – General, Professional Liability, Umbrella & Crime
Account Payable / Accounts Receivable Services
Collaboration & Networking Forum
Formal & Virtual Business Address
Financial Planning Services
Legal Services (Contracts creation and review)
Website and Email Development and Hosting
Marketing and Advertisement

A la carte – Pay only for the services you need:

Project and Job Placement (Collaboration and Networking Forum included) – 1.5% of hourly billable rate to Client
Tax Filing and support for Local / State / Federal – 1.5% of hourly billable rate to Client
Capital & Financial Services (Weekly and Semi-Monthly Line of Credit / Cashflow) – 6.0% of hourly billable rate to Client
Certificate of Insurance – General, Professional Liability, Umbrella & Crime – 1.0% of hourly billable rate to Client
Account Payable / Accounts Receivable Services – 5% of hourly billable rate to Client
Formal & Virtual Business Address – 1.0% of hourly billable rate to Client
Financial Planning Services – 1.0% of hourly billable rate to Client
Legal Services (Contracts creation and review) – 2.0% of hourly billable rate to Client
Website and Email Development and Hosting – 1.0% of hourly billable rate to Client
Marketing and Advertisement – 2.5% of hourly billable rate to Client

1.2. Agreement

When you use our Services, you are entering into a legal agreement and you agree to all of these terms.

You agree that by clicking “Register”, registering, accessing or using our services, you are entering into a legally binding agreement (whether you are using on your own personal behalf or on behalf of a company). Regardless of your location within or outside of the United States, your agreement is with Conduuit™.

If you do not agree to this Agreement, do NOT click “Register” (or similar) and do not access or otherwise use any of our Services.

Registered users of our Services are “Members” and unregistered users are “Visitors”. This Agreement applies to both.

2. Obligations

2.1. Service Eligibility

Here are some promises you make to us in this Agreement:

You’re eligible to enter into this Agreement and you are at least our “Minimum Age.”

To use the Services, you agree that: (1) you must be the “Minimum Age” (defined below) or older; (2) you will only have one Conduuit™ account if you are a Lone Eagle (self-employed and independent contractor) or a Micro-Business (1 to 5 employees). The account must be in your real name and you are not already restricted by Conduuit™ from using the Services.. Hiring Organizations are allowed to have individual accounts for their employees, which must be in the real name of each employee and the Hiring Organization must not already be restricted by Conduuit™ from using the Services.

“Minimum Age” means 18 years old for the United States, Canada, Germany, Spain, Australia and South Korea, and 21 years old for all other countries. The Services are not for use by anyone under the age of 18.

2.2. Your Membership

You’ll keep your password a secret.

You will not share an account with anyone else and will follow our rules and the law.

As between you and others, your account belongs to you. You agree to: (1) try to choose a strong and secure password; (2) keep your password secure and confidential; (3) not transfer any part of your account (e.g., Job Requisitions, Lone Eagle names and information, Conduuit™ partners and other proprietary information disclosed to members) and (4) follow the law and the Dos and Don’ts below. You are responsible for anything that happens through your account unless you close it or report misuse.

2.3 Payment

You’ll honor your payment obligations and you are okay with us storing your payment information.

We don’t guarantee refunds.

If you purchase any of our paid Services (e.g., “Base Services”, “Premium Services”, “a la carte”), you agree to pay us the applicable fees and taxes. Failure to pay these fees may result in the termination of your subscription. Also:

Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).
For certain Services (e.g., Cash Flow and Financial), requiring assignment of your account receivables, you authorize and will work with us to transition that account to Conduuit™.
You authorize us to store and continue billing your payment method (e.g. paypal, credit card) even after it has expired, to avoid interruptions in your service (e.g. subscriptions) and to facilitate easy payment for new services.
You must pay us for applicable fees and taxes unless you cancel the Service, in which case you agree to still pay these fees through the end of the applicable subscription period.
Taxes are calculated based on the billing information that you provide us at the time of purchase.

2.4. Notices and Service Messages

You’re okay with us using our websites, mobile apps, and email to provide you with important notices. This Agreement applies to mobile applications as well. Also, you agree certain additional information can be shared with us.

If the contact information you provide isn’t up to date, you may miss out on these notices.

You agree that we may provide notices to you in the following ways: (1) a banner notice on the Service, or (2) an email sent to an address you provided, or (3) through other means including mobile number, telephone, or mail. You agree to keep your contact information up to date.

2.5. Messages and Sharing

When you share information, other members may be able to see and use that information.

Our Services allow messaging and sharing of resumes and information in many ways, such as your profile, blogs and instant messaging you have participated in, links to news articles, and job postings. Information and content that you share or post may be seen by other Members and Visitors.

We are not obligated to publish any information or content on our Service and can remove it in our sole discretion, with or without notice.

3. Rights and Limits

3.1. Your License to Conduuit™

You own all of the content, feedback, and personal information you provide to us, but you also grant us a non-exclusive license to it.

We’ll honor the choices you make about who gets to see your information and content.

You promise to only provide information and content that you have the right to share, and that your Conduuit™ profile will be truthful.

As between you and Conduuit, you own the content and information that you submit or post to the Services and you are only granting Conduuit™ the following non-exclusive license: A worldwide, transferable and sub-licensable right to use, copy, modify, distribute, publish, and process, information and content that you provide through our Services, without any further consent, notice and/or compensation to you or others. These rights are limited in the following ways:

You can end this license for specific content by deleting such content from the Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the Service and they copied or stored it and (b) for the reasonable time it takes to remove from backup and other systems.

We will not include your content in advertisements for the products and services of others to others without your separate consent. However, we have the right, without compensation to you or others, to serve ads near your content and information, and your comments on sponsored content may be visible.
You agree that we may access, store and use any information that you provide.
You agree to only provide content or information if that does not violate the law nor anyone’s rights (e.g., without violating any intellectual property rights or breaching a contract). You also agree that your profile information will be truthful.

3.2. Service Availability

We may change, suspend or end any Service, or change and modify prices prospectively in our discretion. To the extent allowed under law, these changes may be effective upon notice provided to you.

3.3. Other Content, Sites and apps

When you see or use others’ content and information posted on our Services, it’s at your own risk.

By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Conduuit™ attempts to review content provided by our Members, but regardless you agree that we are not responsible for third parties’ (including other Members’) content or information or for any damages as result of your use of or reliance on it.

You are responsible for deciding if you accept opportunities or content from third parties and other Members.

3.4. Limits

We have the right to limit how you connect and interact on our Services.

We’re providing you notice about our intellectual property rights.

Conduuit™ reserves the right to limit your use of the Services, including the number of your connections and your ability to contact other Members. Conduuit™ reserves the right to restrict, suspend, or terminate your account if Conduuit™ believes that you may be in breach of this Agreement or law or are misusing the Services (e.g. violating any Do and Don’ts).

Conduuit™ reserves all of its intellectual property rights in the Services. For example, “Conduuit™”, “Lone Eagle™”, “Layer Cake Contracting” and other Conduuit™ and PMOrchestrator, Inc. trademarks, service marks, graphics, and logos used in connection with Conduui™ are trademarks or registered trademarks of Conduuit™. Other trademarks and logos used in connection with the Services may be the trademarks of their respective owners.

4. Disclaimer and Limit of Liability

4.1. No Warranty

This is our disclaimer of legal liability for the quality, safety, or reliability of our Services.

TO THE EXTENT ALLOWED UNDER LAW, CONDUUIT™ (AND THOSE THAT CONDUUIT™ WORKS WITH TO PROVIDE THE SERVICES) (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (B) DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDE THE SERVICE (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS.

SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

4.2. Exclusion of Liability

These are the limits of legal liability we may have to you.

TO THE EXTENT PERMITTED UNDER LAW, CONDUUIT™ SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OR CHANGES TO YOUR INFORMATION OR CONTENT).

IN NO EVENT SHALL THE LIABILITY OF CONDUUIT.COM EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS THE LESSER OF (A) FIVE TIMES THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR A PREMIUM SERVICE, IF ANY, OR (B) US $1000.

THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND CONDUUIT™ AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF CONDUUIT™ HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

5. Termination

We can each end this Agreement anytime we want.

Conduuit™ or You may terminate this Agreement at any time with notice to the other. On termination, you lose the right to access or use the Services. The following shall survive termination:

Members’ and/or Visitors’ rights to further re-share content and information you shared through the Service to the extent copied or re-shared prior to termination;
Sections 4, 6 and 7 of this Agreement;
Any amounts owed by either party prior to termination remain owed after termination.

6. Dispute Resolution

In the event there is a dispute of any kind, the parties agree to submit the dispute to mediation first by contacting one another and attempting to resolve the dispute as professionals. If the dispute cannot be resolved within thirty days then in that event either party may invoke binding arbitration as the sole and only legal remedy for any dispute of any kind by and through the McCammon Group with a retired judge. The parties will share the filing costs and costs of arbitration including the arbitrator fee. The arbitrator shall have the discretion to allocation any award, fee or cost in his/her own discretion with a reasoned written opinion. The parties waive any right to a jury trial or filing at any administrative agency for any state or federal claim of any kind including claims of FLSA, ADEA, (fill in). The parties agree that the Commonwealth of Virginia law applies.

7. General Terms

Here are some important details about how to read the Agreement.

The following terms and conditions apply for Conduuit™ conducting business through its Conduuit™ site (“Conduuit™”) for Lone Eagle™ consultants which are all trademarks and copyrights of PMOrchestrator, Inc. and Conduuit™ 2016. Any person(s) visiting and using the Services and website agrees to the terms and conditions set forth herein.

You represent and warrant that you recognize that Conduuit™ operates in the Commonwealth of Virginia and any disputes shall be resolved in Virginia and you consent that any communication or transaction occurred in Virginia and consent to jurisdiction in Virginia.

The term “Lone Eagle™” and “Conduuit™” are owned by PMOrchestrator, Inc. and licensed to Conduuit™ and may only be used by licensed pursuant to the terms set forth herein and if terminated or otherwise revoked said person or persons shall cease to use said terms. The Lone Eagle status provides you with a wealth of resources through the Services provided by Conduuit™.

If and when you are selected by a Conduuit™ member and/or hiring organization for your services, you represent and warrant that you shall faithfully and honestly work through Conduuit™. Conduuit™ is entitled to seek any method it deems necessary to ensure proper accounting for amounts earned and received by you through the Conduuit™ Services. You represent and warrant that there are no separate or side deals with any Conduuit™ client or member and none will be entered into.

You further agree to carry out work on behalf of any Conduuit™ Client hereunder in accordance with the highest standards of professional competence and integrity, having due regard for the nature and purpose of the work to be done and the reputation of Conduuit™. It is further understood that neither you nor any Conduuit™ Client shall engage in any Prohibited Practice which shall generally refer to: (1) any matter that is a corrupt practice violating any state, federal or international law; (2) any effort to engage in a conspiracy to money launder, tax evasion, fraud, or engage in any effort to mislead or defraud any person, corporation, partnership, limited liability company, governmental agency or government.

It is understood that nothing in these terms shall create an employer-employee relationship. Any information transferred from Conduuit™ Client or Conduuit™ to you may be confidential and that in discharging an engagement you represent and warrant to maintain the highest degree of confidentiality for an assignment for the Conduuit™ Client and Conduuit™.

In exchange, Conduuit™ offers you payment of fees earned through Conduuit™ Clients on a weekly basis and will make reasonable Lines of Credit available as needed and agreed to. It is understood and agreed that you are an independent Contractor who is not an employee of Conduuit™. The services provided do not create an employer/employee relationship.

You understand and agree to comply with all state and federal labor and anti-discrimination laws including EEOC laws, rules and regulations. Conduuit™ does not tolerate any form of discrimination.

If a court with authority over this Agreement finds any part of it not enforceable, you and us agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and us agree to ask the court to remove that unenforceable part and still enforce the rest of this Agreement. To the extent allowed by law, the English version of this Agreement is binding and other translations are for convenience only. This Agreement (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services.

If we don’t act to enforce a breach of this Agreement, that does not mean that Conduuit™ has waived its right to enforce this Agreement. You may not assign or transfer this Agreement (or your membership or use of Services) to anyone without our consent. However, you agree that Conduuit™ may assign this Agreement to its affiliates or a party that buys it without your consent. There are no third party beneficiaries to this Agreement.

We reserve the right to change the terms of this Agreement and will provide you notice if we do and we agree that changes cannot be retroactive. If you don’t agree to these changes, you must stop using the Services.

8. Conduuit™ “DOs” and “DON’Ts.”

8.1. Dos. You agree that you will:

Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
Provide accurate information to us and keep it updated;
Use your real name on your profile;
Use the Services in a professional manner.

8.2. Don’ts. You agree that you will not:

Act dishonestly or unprofessionally, including by posting inappropriate, inaccurate, or objectionable content;
Add content that is not intended for, or inaccurate for, a designated field;
Use an image that is not your likeness;
Create a false identity on Conduuit™;
Misrepresent your current or previous positions and qualifications;
Misrepresent your affiliations with a person or entity, past or present;
Misrepresent your identity, including but not limited to the use of a pseudonym;
Create a Member profile for anyone other than yourself (a real person);
Use or attempt to use another’s account;
Harass, abuse or harm another person;
Send spam or other unwelcomed communications to others;
Scrape or copy profiles and information of others through any means;
Act in an unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable manner;
Disclose information that you do not have the right to disclose (such as confidential information of others (including your employer));
Violate intellectual property rights of others, including patents, trademarks, trade secrets, copyrights or other proprietary rights;
Violate the intellectual property or other rights of Conduuit™;
Post any unsolicited or unauthorized advertising, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation unauthorized by Conduuit™ or PMOrchestrator, Inc.;
Post anything that contains software viruses, worms, or any other harmful code;
Create profiles or provide content that promotes escort services or prostitution.
Creating or operate a pyramid scheme, fraud or other similar practice;
Copy or use the information, content or data of others available on the Services (except as expressly authorized);
Copy or use the information, content or data on Conduuit™ in connection with a competitive service;
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology, or any part thereof;
Share or disclose information of others without their express consent;
Override any security feature of the Services