The Cidi Labs website is comprised of various web pages operated by Cidi Labs, LLC (“Cidi Labs”). The Cidi Labs website is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained in these Terms of Use (“Terms”). Your use of the Cidi Labs website constitutes your agreement to the Terms. PLEASE READ THESE TERMS CAREFULLY. BY USING THE WEBSITE, YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND THE TERMS AND CONDITIONS SET FORTH IN THE CIDI LABS PRIVACY POLICY. YOU HEREBY ACKNOWLEDGE THAT YOU ARE 18 YEARS OF AGE OR OLDER.

IF YOU DO NOT ACCEPT THESE TERMS, THEN PLEASE EXIT THE WEBSITE.

Modification of These Terms

Cidi Labs reserves the right to change the Terms under which the Cidi Labs website is offered. If you have any questions regarding these Terms, please contact Cidi Labs via email at info@cidilabs.com. We will use commercially reasonable efforts to promptly respond.

Please note that Cidi Labs’ Software-as-a-Service (SaaS) products are governed by separate SaaS agreements.

User Responsibilities
In using the website or the related services, you agree to the following responsibilities:

Lawful use of the website and services only. Please see Sections regarding use below.
Creation, maintenance and management of information in your LMS account used with Cidi Labs services.
Creation, maintenance and management of information in Cidi Labs support portal, trial LMS sandbox accounts, or discussion forums.
Payment of all agreed required fees, if any.
Full responsibility for all activity associated with your use of Cidi Labs website and services.
Compliance with all other obligations set forth in these Terms.
Links to Third Party Sites

The Cidi Labs website may contain links to other websites (“Linked Sites), such as our support portal, and sandbox LMS, as examples. The Linked Sites are not under the control of Cidi Labs and Cidi Labs is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Cidi Labs is not responsible for any form of transmission received from any Linked Site. Cidi Labs is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Cidi Labs of the site or any association with its operators.

No Unlawful or Prohibited Use

As a condition of your use of the Cidi Labs website, you warrant to Cidi Labs that you will not use the Cidi Labs website for any purpose that is unlawful or prohibited by these Terms. You may not use the Cidi Labs website in any manner which could damage, disable, overburden, or impair the Cidi Labs website or interfere with any other party’s use and enjoyment of the Cidi Labs website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Cidi Labs websites.

Use of Communication Services

The Cidi Labs website may contain chat areas, support forums, communities, web forms, and/or other message or communication facilities designed to enable you to communicate with Cidi Labs, the public at large, or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send, and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material, or information.
Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
Advertise or offer to sell or buy any goods or services for any business purpose.
Conduct or forward surveys, contests, pyramid schemes, or chain letters.
Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
Restrict or inhibit any other user from using and enjoying the Communication Services.
Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
Harvest or otherwise collect information about others, including email addresses, without their consent.
Violate any applicable laws or regulations.
Cidi Labs has no obligation to monitor the Communication Services. However, Cidi Labs reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Cidi Labs reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Cidi Labs reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in Cidi Labs’s sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Cidi Labs does not control or endorse the content, messages, or information found in any Communication Service and, therefore, Cidi Labs specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Users of the Cidi Labs website are not authorized Cidi Labs spokespersons, and their views do not necessarily reflect those of Cidi Labs.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

Materials Provided to Cidi Labs or Posted at any Cidi Labs Website 

Cidi Labs does not claim ownership of the materials you provide to Cidi Labs or post, upload, input, or submit to any Cidi Labs website or its associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Cidi Labs, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Cidi Labs is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Cidi Labs’s sole discretion.

By posting, uploading, inputting, providing, or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input, or submit the Submissions.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR THAT ARE AVAILABLE THROUGH THE CIDI LABS WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. CIDI LABS AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CIDI LABS WEBSITE AT ANY TIME. ADVICE RECEIVED VIA THE CIDI LABS WEBSITE SHOULD NOT BE RELIED UPON FOR PERSONAL, LEGAL, OR OTHER DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

CIDI LABS AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE CIDI LABS WEBSITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. CIDI LABS AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIDI LABS AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE CIDI LABS WEBSITE, WITH THE DELAY OR INABILITY TO USE THE CIDI LABS WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH THE CIDI LABS WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE CIDI LABS WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF CIDI LABS OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE CIDI LABS WEBSITE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE CIDI LABS WEBSITE.

SERVICE CONTACT: info@cidilabs.com

Indemnification
You agree to defend, indemnify and hold harmless Cidi Labs, its managers, officers, employees, and providers, against any damages, losses, liabilities, settlements, and expenses (including attorneys’ fees) arising in connection with any claim or action arising from (i) your breach of these Terms; (ii) your use of and access of the Cidi Labs website and any related services, and any other conduct related in any way to the Cidi Labs website, including but not limited to breaching any warranty or provision contained in these Terms; or (iii) your violation of any third-party right including any copyright, trademark, trade dress, trade secret, or privacy right of content available herein.

Termination/Access Restriction

Cidi Labs reserves the right, in its sole discretion, to terminate your access to the Cidi Labs website and the related services or any portion thereof at any time, without notice. These Terms may be terminated by Cidi Labs at any time without notice. Cidi Labs shall not be liable to you or any third party in any manner for termination of any services. In the event you should become dissatisfied with the Terms or any modifications thereof, you may terminate these Terms by contacting Cidi Labs. Upon termination, your right to use the website and any related services ceases immediately and Cidi Labs shall have no obligation whatsoever to retain, forward or make available to you any data you created on the website.

General

To the maximum extent permitted by law, these Terms are governed by the laws of the State of Utah, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in Salt Lake County, Utah, U.S.A. in all disputes arising out of or relating to the use of the Cidi Labs website. Use of the Cidi Labs website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Cidi Labs as a result of these Terms or use of the Cidi Labs website. Cidi Labs’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Cidi Labs’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Cidi Labs website or information provided to or gathered by Cidi Labs with respect to such use. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect. Unless otherwise specified herein, these Terms constitute the entire agreement between the user and Cidi Labs with respect to the Cidi Labs website and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Cidi Labs with respect to the Cidi Labs website. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that these Terms and all related documents be drawn up in English.

Proprietary Rights

The Cidi Labs website, and the information which it contains, is the property of Cidi Labs and its affiliates and licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. By way of example only, and not as a limitation, “Cidi Labs” and the Cidi Labs logo are trademarks or registered trademarks of Cidi Labs, under the applicable laws of the United States and/or other countries. Other Cidi Labs product or service names or logos appearing on the Cidi Labs website are either trademarks or registered trademarks of Cidi Labs, its affiliates or licensors. The absence of a product or service name or logo from this list does not constitute a waiver of Cidi Labs’ trademark or other intellectual property rights concerning that name or logo. The trademarks “Design Tools,” and “Multi-Tool” are the property of a Cidi Labs licensor and are licensed for use by Cidi Labs. Cidi Labs owns and retains all copyrights and other intellectual and/or proprietary rights in the content including the graphics, names, text, images, documentation, data, illustrations, software, music, videos, sound, pictures, compilations, design templates, design, processes, procedures, magnetic translation, digital conversion, code and/or software or other material (the “Material”) contained on the Cidi Labs website and in the related services to the extent such content is provided and/or designed by Cidi Labs. UNAUTHORIZED COPYING, REPRODUCTION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING OR DUPLICATING THE MATERIAL, IN WHOLE OR IN PART, IS PROHIBITED. Any rights not expressly granted herein are reserved.

Notices and Procedure for Making Claims of Copyright Infringement

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Cidi Labs’ “Designated Copyright Agent”. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE:

Cidi Labs respects the intellectual property rights of others and expects its users to do the same. If you believe any materials accessible on or from the Cidi Labs website infringe your copyright, you may request removal of those materials (or access thereto) from this website by contacting Cidi Labs’ Designated Copyright Agent (see below) and providing the following information:

Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work;
Identification of the material or link you claim is infringing, including at a minimum, if applicable, the URL of the link shown on the Site or the exact location where such material may be found;
Your name, address, telephone number and (if available) e-mail address;
A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law;
A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf;
A signature or the electronic equivalent from the copyright holder or authorized representative.
Copyright Agent

Cidi Labs, LLC

55 W 900 S, Salt Lake City, UT 84101