Terms of Use

Welcome and thank you for your interest in Confident LIMS! This Terms of Use Agreement (“Terms of Use”, and together with any applicable Supplemental Terms (as defined below), the “Terms”) describes the terms and conditions that apply to your use of (i) the website located at https://www.confidentlims.com/ and its subdomains (collectively, the “Website”) and (ii) the services, content, and other resources available on or enabled via our Website including the Confident LIMS software platform (collectively, with our Website, the “Services”). As used herein, the terms “CL”, “we”, “us” and “our” shall refer to CC Software LLC d/b/a Confident LIMS.

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SERVICES IN ANY WAY, CLICKING ON THE “I ACCEPT”, “SUBMIT”, “REGISTER”, OR “LOG IN” BUTTONS, COMPLETING THE REGISTRATION PROCESS, LOGGING IN, AND/OR BROWSING THE WEBSITE YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH CL, (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE CL YOU HAVE NAMED AS THE USER, AND TO BIND THAT CL TO THE TERMS OF USE.  THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

SECTION 15 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND CL.  AMONG OTHER THINGS, SECTION 15 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  SECTION 15 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.  PLEASE READ SECTION 15 (ARBITRATION AGREEMENT) CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 15) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 15.10 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL. Your use of, and participation in, certain Services (“Supplemental Services”) may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will be presented to you for your acceptance when you register an Account on the Website (if you are a Lab as defined in Section 1 below) or when you sign up to use a Supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to the applicable Supplemental Service. 

PLEASE NOTE THAT the Terms are subject to change by CL in its sole discretion at any time.  When changes are made to the Terms, CL will make a new copy of the Terms of Use available at the Website and any new Supplemental Terms will be made available to affected Users electronically through the Services.  upon updating the Terms of Use, we will update the “Last Updated” date at the top of the Terms of Use. If we make any material changes, and you have registered with us to create an Account (as defined in Section 2.1 below), we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms. Any changes to the Terms will be effective immediately for new Users of the Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing users, provided that any material changes shall be effective for Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 2.1 below).  CL may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1   Services. CL provides a laboratory information management system, test order management system, data analytics and insights, and a reporting platform (known as, a “LIMS”) that bring  businesses in the food and beverage, agricultural, environmental, and many other fields (“Clients”) together with laboratories (“Labs”) that provide testing of Clients’ products (“Test Services”) (Clients and Labs that create accounts on the Website are referred to collectively herein as “Registered Users”). The platform is not for use by retail customers or individuals not acting on behalf of Clients or Labs.

1.1        CL Only Provides a Venue
‍We do not have control over the quality, timing, legality, failure to provide, or any aspect whatsoever of the Test Services provided by Labs, or of the integrity, responsibility, or any actions of any Users.  CL makes no representations to Clients or Labs about the suitability, reliability, timeliness or accuracy in public, private or offline interactions. While we require all Registered Users to supply information that would make it difficult for a Registered User to misrepresent themselves, and contractually require that Registered Users not make false representations, we cannot confirm that each Registered User is who they claim to be. CL does not assume any responsibility for the accuracy or reliability of any User Content provided through the Services though it does require Client to represent and warrant that the information provided is truthful and appropriately substantiated, and that the Client complies with all Applicable Laws. As set forth more fully in Section 5.4, CL does not claim ownership of Your Content (as defined below).

CL does not have any financial interest in the business of any Clients, Labs or other Registered Users, including but not limited to, any interest in the business such that the performance of any Client, Lab or Registered Users’ business causes, or is capable of causing CL to directly and materially benefit or suffer financially.

NEITHER CL NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES.  CL AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR INTERACTIONS WITH ANY OTHER USERS OF THE SERVICES.

1.2       Use of the Services.
‍The Services and the information and content available on the Services are protected, without limitation, by applicable intellectual property (including copyright) laws throughout the world. Subject to the Terms, CL grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to reproduce portions of the Services for the sole purpose of using the Services for the business purposes specified in Section 1. Unless otherwise specified by CL in a separate license, your right to use any of the Services is subject to the Terms. You represent, warrant and covenant that: (i) you have obtained all consents, notices, licenses and permits necessary to access and use the Services, including any licenses required under the rules and laws of any applicable governmental entities; (ii) your entrance into these Terms and performance hereunder does not violate any applicable laws, rules and regulations, or any third party agreement to which you are bound; (iii) you shall not use the Services, directly or indirectly, to enter into any transaction or other activity that violates any applicable laws, rules or regulations. Registered Users are solely responsible for their own compliance with applicable laws, rules and regulations, and CL does not provide any advice or guidance related thereto. You agree to reasonably cooperate and assist with any request made by CL and/or any governmental or quasi-governmental entities and/or agencies related to your compliance with applicable laws, rules and regulations, including but not limited to, providing any submissions to the any governmental or quasi-governmental entity and/or agency, business information, verifications, records and other documentation as may be reasonably requested by such entities related to your business.  If you know or reasonably suspect that your company is being investigated or prosecuted by law enforcement, you agree to immediately notify CL.

1.3       Updates.
‍You understand that the Services are evolving.  You acknowledge and agree that CL may, at CL’s sole discretion, update the Services with or without notifying you.  You may need to update third-party software from time to time in order to use the Services. Any future release, update or other addition to the Services shall be subject to the Terms.

1.4       Certain Restrictions.
‍The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not (nor allow any third party to) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Website,  (b) you shall not (nor allow any third party to) frame or utilize framing techniques to enclose any trademark, logo, or any other of the Services (including images, text, page layout or form) of CL; (c) you shall not (nor allow any third party to) use any metatags or other “hidden text” using CL’s name or trademarks; (d) you shall not (nor allow any third party to) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not (nor allow any third party to) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not (nor allow any third party to) access the Services in order to build a similar or competitive website or service; (g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not (nor allow any third party to) remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (i) you shall not (nor allow any third party to) impersonate any person or entity, including any employee or representative of CL; (j) you shall not (nor allow any third party to) interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by the Terms, including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Service or use the Service for any purpose that is prohibited by applicable law.  CL, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Services terminates the licenses granted by CL pursuant to the Terms.

2  Registration

‍2.1       Registering Your Account.
‍In order to access certain features of the Services, you will be required to become a Registered User by registering an account on the Website (“Account”).

2.2      Registration Data.
In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by any unauthorized person, and you will accept full responsibility for any unauthorized use of the Services by such individuals. You may not share your Account or password with anyone, and you agree to (1) notify CL immediately of any unauthorized use of the Services or your password or any other breach of security related to the Services; and (2) exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or CL has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CL has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. CL reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.  You agree not to create an Account or use the Services if you have been previously removed by CL, or if you have been previously banned from any of the Services. 

2.3      Your Account.
‍Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of CL.

2.4     Necessary Equipment and Software.
‍You must provide all equipment and software necessary to use the Services.  You are solely responsible for any fees or costs incurred, including telecommunications fees, that  you incur when accessing the Services.

3  Fees and Purchase Terms

‍3.1       Payment.
‍You agree to pay all fees or charges payable to CL in accordance with the fees, charges and billing terms in effect at the time such fee or charge is due and payable.  You must provide CL’s engaged third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Payment Processor”) with a valid payment method acceptable to us in our sole discretion, which may include credit card or banking details  (“Payment Provider”), ACH or purchase order information as a condition to signing up for the Services.  Any agreement you may have with your Payment Provider shall govern your use of the applicable payment method, and you must refer to that agreement to determine your obligations, rights, and liabilities in connection with your use of such Payment Provider. By providing Payment Processor with your Payment Provider’s information, you agree that CL and Payment Processor are authorized to immediately invoice and/or charge your Payment Provider for all fees and charges due and payable to CL hereunder and that no additional notice to you or consent from you is required.  CL does not store credit card information. You agree to immediately notify CL of any change in your billing mailing address or the Payment Provider used for payment hereunder. CL reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you. You agree to reimburse CL for any collections fees and expenses reasonably incurred by CL in collecting any unpaid amounts from you.

3.2      Subscription Fees.
If you purchase access to certain features and functionality of the Services on a time-limited basis (a “Subscription”), the fee for such Subscription (“Subscription Fee”) will be billed at the start of the Subscription (“Subscription Service Commencement Date”) and at regular intervals in accordance with your elections at the time of purchase.  CL reserves the right to change the timing of our billing.  CL reserves the right to change the Subscription pricing at any time in accordance with Section 3.2.1.  If changes to the Subscription price occur that impact your Subscription, CL will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your Account.  If you do not agree with such changes, you may cancel your Subscription as set forth in Section 3.2.2.

3.2.1  Automatic Renewal.  If you elect to purchase a Subscription, your Subscription will continue and automatically renew at CL’s then-current price for such Subscription until terminated in accordance with the Terms.  By subscribing, you authorize CL to charge the payment method designated in your Account now, and again at the beginning of any subsequent Subscription period (“Subscription Service Renewal Date”).  Upon renewal of your Subscription, if CL does not receive payment, (i) you shall pay all amounts due on your Account upon demand and/or (ii) you agree that CL may either terminate or suspend your Subscription and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).

3.2.2 Cancelling Subscriptions.  You may cancel your Subscription by contacting CL at ar@confidentlims.com. If you do not wish your Account to renew automatically, or if you want to change or terminate your Subscription, you must contact CL at ar@confidentlims.com. 

3.2.3 Effect of Cancellation.  If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires.  However, you will not be eligible for a prorated refund of any portion of the Subscription Fee paid for the then-current Subscription period.

3.2.4 Upgrades and Downgrades.  If you choose to upgrade your Subscription Plan or Tier in the middle of a Subscription period, such upgrade will take effect as of the Subscription Service Renewal Date, and any incremental fees associated with such upgrade will be charged in accordance with the Terms, unless agreed to otherwise by CL in writing.  In any future Renewal Term, the fees will reflect any such upgrades.  If you choose to downgrade a Subscription, the downgrade will take effect as of the Subscription Service Renewal Date, unless agreed to otherwise by CL in writing.  Downgrading a Subscription may cause loss of content, features, or capacity of the Services as available, and CL does not accept any liability for such loss.

3.2.5 Third Party Service Provider.  By buying Services, you agree to be bound by Payment Processor(s)’s Privacy Policy and its Terms of Service and hereby consent and authorize CL and Payment Processor(s) to share any information and payment instructions you provide with one or more Payment Processor(s) to the minimum extent required to complete your transactions.  A current list of CL’s Payment Processors may be found at https://www.confidentlims.com/privacy.

3.3      Taxes.
‍CL’s fees are net of any applicable Sales Tax.  If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to CL, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify CL for any liability or expense we may incur in connection with such Sales Taxes.  Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that CL is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

3.4     Credits.
From time to time, we may offer Registered Users the ability to purchase content, goods and services by redeeming pre-paid credits and/or virtual currency (“Paid Credits”). Paid Credits do not expire. There are no dormancy or other fees applicable to Paid Credits. Paid Credits may only be redeemed toward the purchase of content, goods and services on the Services. CL may, in its sole discretion, permit Registered Users to redeem Paid Credits balances in cash (currency or check) for its cash value, at no cost to the users. Paid Credit balances are redeemable for cash (currency or check) for its cash value as required by applicable law. Paid Credits are not legal tender and cannot be reloaded, resold, transferred for value, redeemed for cash (except as described herein) or applied to any other account, except as required by applicable law. CL prohibits and does not recognize any purported transfers of Paid Credits outside of the Services, or the purported sale, lease, gift or trade in the “real world” of anything that appears or originates outside of the Services.

4  Interactions with Other Users and Responsibility for Content.

4.1       User Responsibility.
Notwithstanding anything to the contrary in the Terms, CL shall not have or incur any obligations or liabilities resulting from any activity, transaction, agreement, or other arrangement, whether express or implied, between you and other Registered Users arising from the use of the Services. You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact.  To the extent a dispute arises between you and other Registered Users or third parties for any reason arising from the use of the Services, CL reserves the right, without obligation, to intercede in such disputes. You agree that CL will not be responsible for any liability incurred as the result of such interactions, whether or not such interactions or disputes resulted from the use of the Services.

4.2     Content Provided by Other Users.
The Services may contain information, data, text, software, sound, photographs, graphics, video, messages, tags and/or other materials (collectively, “Content”) provided by other Registered Users (“User Content”).  CL is not responsible for and does not control User Content.  CL does not approve or endorse, or make any representations or warranties with respect to, User Content.  You use all User Content and interact with other Registered Users at your own risk.

4.3     Types of Content.
‍You acknowledge that all Content, accessible through the Services, is the sole responsibility of the party from whom such Content originated.  This means that (a) you, and not CL, are entirely responsible for all Content, including but not limited to any analytical laboratory test results or reports (“Lab Test Results”), that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services (“Your Content”), and that (b) other Registered Users of the Services, and not CL, are similarly responsible for all Content they Make Available through the Services (“User Content”). Without limiting the foregoing, you acknowledge and agree that all Lab Test Results are the responsibility of the Labs that generated such results, and that CL is not responsible for and shall not be liable in any way, for or with respect to, such Lab Test Results.

4.4     Lab Test Results.
‍Registered Users may use our Services to facilitate certain commercial operations with other Registered Users, including, but not limited to, ordering Testing Services from Labs or reporting Lab Test Results to Clients (“Commercial Arrangements”). Labs may publish Lab Test Results to the ordering Registered User via the Service, as well as any other third-parties deemed appropriate by such Labs, including regulatory authorities. All of the Lab Test Results created by you or received from other Registered Users will be available for you to view and download from the Website at any time, provided you are authorized to access the Services and the Accounts associated with such Lab Test Results and CL has not chosen, in its sole discretion, to make such Lab Test Results unavailable. CL does not own or control, nor do we attempt to monitor, verify, or validate the quality or accuracy of any Lab Test Results or Test Services and CL hereby disclaims all responsibility or liability for the same.

4.5     Sharing of Lab Test Results.
‍The Services provide Registered Users with the option to publicly or privately share the Lab Test Results associated with the Test Services with any party, including parties who are not Registered Users or associated with such Clients,  through the Services via web link, email, QR code or other means (“Shares”). CL shall not provide Shares to any party who is not an authorized Registered User associated with the Client or Lab Account associated with the Test Services and Lab Test Results of such Shares, without express action taken by a Registered User that has access to the relevant Lab Test Result  including, without limitation, initiating a Share through the Services or providing written consent. Once a Registered User provides Shares to third parties through the Services, CL shall not have any obligation to limit the access, transfer, distribution, or any other use of such Shares.

4.6     Disclosure of User Information.
‍If a Registered User uses the Services to facilitate Commercial Arrangements with other Registered Users, we may disclose information about such Registered User or such Registered User’s associated Client or Lab Accounts to other Registered Users associated with such Commercial Arrangements, including but not limited to such Registered User’s name, email address, phone number, mailing address, or license numbers for their internal business purposes. We do not own or control, nor do we attempt to monitor, verify or validate any information made available to any User by another User as part of their use of the Services.

4.7      Use of Anonymous Data by CL.
‍By registering for any Account, all Registered Users acknowledge and agree, on behalf of all Client and Lab Accounts with which such Registered Users are associated, that CL may use, disclose to any party, and commercially exploit Anonymous Data for any purpose.  “Anonymous Data” means any data collected or created by us derived from your usage of the Services including your User Content or extracted from Lab Test Results associated with your Accounts, PROVIDED THAT such Anonymous Data is (a) anonymized to ensure that it is not directly or indirectly identifiable with your or your Account’s name, address, email, phone number, website, license numbers or other information that identifies you or your Accounts, and (b) aggregated such that the data is summed, averaged, or otherwise calculated, processed, or combined with sufficient additional data to ensure it is reasonably impossible or commercially impractical to reverse-engineer the Anonymous Data to reliably identify the underlying identifiable or disaggregated data used to create such Anonymous Data. Authorized Registered Users may opt-out of CL’s inclusion of data associated with their Accounts  from any Anonymous Data upon written request submitted via email to the customer support email address then provided to such Registered User through the Services.

4.8     Product Recommendations. 
CL may offer recommendations via email or through the Services for certain products and services featured on the Services that may be of interest to you, based on information provided to us by you, other Registered Users, or other third-parties or collected by the Services. You may opt-out of receiving notifications for these recommendations by unsubscribing from our marketing email notifications that contain information about such recommendations. Please note that if you turn off, or do not opt-into, this feature, CC may still utilize Anonymous Data in accordance with Section 4.7.

4.9     No Obligation to Pre-Screen Content.
‍You acknowledge that CL has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although CL reserves the right in its sole discretion to pre-screen, refuse or remove any Content.  By entering into the Terms, you hereby provide your irrevocable consent to allow CL to monitor, refuse or remove any Content at any time in our sole discretion. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content through the Services, including without limitation email, SMS, chat, text, or voice communications with us. In the event that CL pre-screens, refuses or removes any Content, you acknowledge that CL may do so for CL’s benefit, not yours. Without limiting the foregoing, CL shall have the right to (a) remove or take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Registered Users or the public, or could create liability for CL; (b) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (c) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Service or if CL otherwise believes that criminal activity has occurred; and/or (d) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of the Terms.  Upon determination of any possible violations by you of any provision of the terms, CL may, at its sole discretion immediately terminate your license to use the Service, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

4.10   Storage.
CL will use reasonable commercial efforts to receive, store, make available as applicable, and prevent loss of Your Content that you Make Available on the Services. Unless expressly agreed to by CL in in the Terms, CL has no obligation to receive, store, make available, or prevent the loss of any of Your Content and is not responsible therefor. CL has no responsibility or liability arising from the collection, storage, deletion, transmission, format, or accuracy of any Content, including Your Content and Lab Test Results, or the failure to do so, or for the security, privacy, storage, or transmission of other communications originating with or involving your use of the Services.  Certain Services may enable you to specify the level at which such Services restrict access to or use of Your Content (“Content Permissions”). You are solely responsible for applying your desired Content Permissions. If you do not select your desired Content Permissions within ten (10) business days of being notified by us of your ability to select such Content Permissions, our Services may apply a default Content Permission in our sole discretion. You agree that CL retains the right, in our sole discretion, to implement reasonable limits on or otherwise change CL’s use, transmission, or storage of the Content, including Your Content, including but not limited to enforcing limits on file sizes, storage space allocations, processing capacity, access to personnel, and any other limits described in the web pages accompanying the Services and as otherwise determined by CC in its sole discretion.

5  Ownership.
‍
‍5.1       The Services.
‍Except with respect to Your Content and User Content, you agree that CL and its suppliers own all rights, title and interest in the Services. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services without prior written consent.

5.2       Trademarks.
“Confident”, “Confident LIMS”, "Confident Cannabis" and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of CL and may not be used without prior written consent.  Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.

5.3      Other Content.
‍Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the Services.

5.4     Your Content.
‍CL does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in the Services, you represent that you own and/or have sufficient rights (including any moral rights) to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your. You further represent and warrant that Your Content is complete, accurate, current, truthful, and appropriately substantiated and that you shall keep such content complete, accurate, current, and truthful.

5.5      License to Your Content.
‍You grant CL a fully paid, royalty-free, perpetual, irrevocable, worldwide, assignable, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, any of Your Content (in whole or in part) which you Make Available on your Account, in any other area of the Services that is accessible to other Users of the Services, or as set forth in Section 4.5. You also grant CL a fully paid, royalty-free, perpetual, irrevocable, worldwide, assignable, non-exclusive right and license to use, license, and distribute any Content you Make Available on the Services solely for the purposes operating and providing the Services to you and to our other users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the licenses stated above.  You agree that you, not CL, are responsible for all of Your Content that you Make Available on or in the Services.

5.6     ‍Username. 
Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on the Services, you hereby expressly permit CL to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

5.7      Feedback.
‍You agree that submission of any ideas, suggestions, documents, and/or proposals to CL through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that CL has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to CL a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or CL’s business.

5.8     Reviews and Evaluations.
‍The Services may in the future host User generated Content that is related to reviews or evaluations of certain Users.  Such reviews are opinions and are not the opinion of CL, may not be reviewed or verified by CL. Each User should conduct their own research concerning any other User.  You agree that CL is not liable for any User generated Content.

6  User Conduct.

‍As a condition of use of the Services you agree not to use the Services in any way that:

6.1       Breach or circumvent any laws, third party rights or our systems, policies, or determinations of your Account status;

6.2     Fail to pay for Test Services ordered by you, unless the Lab has given express authorization for such failure of payment, the Lab has materially changed the Test Services’ description after your order, a clear typographical error is made, or you are unable to contact the Lab after reasonably attempting to do so;

6.3     Fail to deliver testing services ordered of you, unless the Client fails to abide by your commercial terms, or you are unable to contact the Client after reasonably attempting to do so;

6.4     Attempt to manipulate the use of the Services by other Registered Users in a manner that would reasonably be deemed to be detrimental to us or such Registered Users ;

6.5     Post false, inaccurate, misleading, defamatory or libelous content;

6.6     Take any action that may undermine our feedback or ratings systems;

6.7      Transfer your Account and username to another party without our consent;

6.8     Bypass our robot exclusion headers, interfere with the working of the Services, or impose an unreasonable or disproportionately large load on our infrastructure;

6.9     Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

6.10   Use the Services to collect, harvest, transmit, distribute, post or submit any information concerning any other person, thing or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers, or Content provided by or concerning other Registered Users;

6.11    Make Available any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities; (vi) is, or contains statements which are, deceptive, false or misleading; (vii) is intended to encourage the use of illegal substances or  the use of alcohol or cannabis by individuals under the age of 21; (viii) displays the consumption of alcohol, cannabis or any controlled or illegal substances; (ix) makes any medical or other efficacy claims regarding any substance or activity ; or (x) otherwise violates any applicable law or regulation;

6.12    Upload, post, e-mail, transmit or otherwise make available any content that infringes upon any intellectual property rights (including but not limited to the rights included in a patent, copyright, trademark or trade secret). 

7  No Solicitation.
‍The Services may not be used to solicit for any other business, website or services without our express prior written consent. You may not solicit, advertise for, or contact in any form Registered Users for employment, contracting, or any other purpose not related to the Services facilitated through the Services without our express prior written consent.  You may not use the Services to collect usernames and/or email addresses of Users by electronic or other means without the express prior written consent of CL.

8  Third-Party Websites & Ads.
‍The Services may contain links to third-party websites (“Third-Party Websites”) and advertisements for third parties (collectively, “Third-Party Websites & Ads”).  When you click on a link to a Third-Party Website or Ad, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Websites are not under the control of CL. CL is not responsible for any Third-Party Websites & Ads. CL provides these Third-Party Websites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites & Ads, or their products or services.  You use all links in Third-Party Websites & Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. CL reserves the right to display Third-Party Websites & Ads before, after, or in conjunction with the User Content posted on the Services, and you acknowledge and agree that CL has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by CL as a result of such advertising).

9  Indemnification.
‍You agree to indemnify and hold CL, its parents, subsidiaries, affiliates, , successors, assigns, and each of their officers, employees, agents, partners, and licensors (collectively, “CL Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the Services; (c) your breach or violation of the Terms; (d) your violation of any rights of another party, including any Registered Users; (e) your interactions with other Registered Users, including but not limited to the purchase or sale of Test Services; (f) your violation of any applicable laws, rules or regulations; and (g) any of your products or services, including the sale, production and use of such products and services, as well as any Content that you Make Available on the Services related to your products and services. CL reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with CL in asserting any available defenses.  You agree that the provisions in this section will survive any termination of your Account, the Terms, or your access to the Services.

10    Disclaimer of Warranties.

‍10.1    As Is
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  CL PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE.

10.1.1 CL PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

10.1.2   ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
‍
10.1.3   From time to time, CL may offer new “beta” features or tools with which its users may experiment.  Such features or tools are offered solely for experimental purposes and without any warranty of any kind and may be modified or discontinued at CL’s sole discretion.  The provisions of this section apply with full force to such features or tools.


10.2   No Liability for Conduct or Content of Third Parties. 
‍YOU ACKNOWLEDGE AND AGREE THAT CL PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CL PARTIES LIABLE, FOR THE CONDUCT OR CONTENT OF OTHER REGISTERED USERS OR ANY THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH USERS OR THIRD PARTIES RESTS ENTIRELY WITH YOU.

10.2.1   CL makes no warranty that the Test Services provided by Labs pursuant to orders placed by Clients through the Services will meet your requirements or will be available on an uninterrupted, secure, or error-free basis.  CL makes no warranty regarding the quality of any such Test Services, or the accuracy, timeliness, truthfulness, completeness, or reliability of any User Content Made Available through the Services.

10.2.2  CL makes no warranty or guarantee that your use of any Services will result in any future business or any other benefit to you.

10.3   No Liability for Compliance Functionalities.
Although CL will use commercially reasonable efforts to ensure that the compliance procedures and other information made available to you via the Services are accurate and in accordance with applicable laws and regulations, CL does not provide or claim to provide legal, regulatory or compliance advice.  You hereby release CL of and waive any and any claims, damages, losses and liabilities against CL for any errors or omissions related to such compliance functionality provided to you or others from the use of the Services.

11 Limitation of Liability.

‍11.1      Disclaimer of Certain Damages.
‍YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL CL PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT CL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER REGISTERED USERS OF THE SERVICES, INCLUDING TEST SERVICES ORDERED THROUGH THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; (5) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA OR (5) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A CL PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A CL PARTY’S NEGLIGENCE; OR FOR (A) ANY INJURY CAUSED BY A CL PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. 

11.2    Cap on Liability.
‍UNDER NO CIRCUMSTANCES WILL CL PARTIES BE LIABLE TO YOU FOR THE GREATER OF (1) THE AMOUNT RECEIVED BY CL AS A RESULT OF YOUR USE OF THE SERVICES, (2) ONE HUNDRED DOLLARS ($100), OR (3) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A CL PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A CL PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A CL PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

11.3    Exclusion of Damages.
‍CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

11.4    User Content.
‍CL PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

11.5    Basis of the Bargain.
‍THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CL AND YOU.

12    Term and Termination.

‍12.1    The term of the Terms commences on the date when you accept the Terms (as described in the preamble above), and continues in full force and effect while you use the Service, unless terminated earlier in accordance with the Terms.

12.2   Except as set forth herein, the Subscription Fee for any Service is non-refundable.  If you have materially breached any provision of the Terms, or if CL is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), CL has the right to, immediately and without notice, suspend or terminate any Services provided to you.  CL reserves the right to terminate the Terms or your access to the Services at any time without cause upon notice to you.  In the event we exercise this termination right, we will refund you for any pre-paid portion of your unused Subscription. You agree that all terminations for cause are made in CL’s sole discretion and that CL shall not be liable to you or any third party for any termination of your Account.

12.3   We may cancel unconfirmed Accounts or Accounts that have been inactive for a long time (as determined by us in our sole discretion),or modify or discontinue our Services. Without limitation, CL may terminate or suspend your right to use the Services if CL finds that you have engaged in inappropriate and/or offensive behavior; if CL believes you are creating problems or possible legal liabilities; if CL believes such action will improve the security of our community or reduce another User’s exposure to financial liabilities; if CL believes you are infringing the rights of third parties; if CL believes you are acting inconsistently with the spirit of these Terms; if despite our reasonable endeavors, CL is unable to verify or authenticate any information you provide; or if you fail to pay all fees due for our Services by the payment due date. In addition to terminating or suspending your Account, CL reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Services is terminated or suspended, these Terms will remain enforceable against you.

13    Violations.
‍If CL becomes aware of any possible violations by you of the Terms, CL reserves the right to investigate such violations.  CL will comply with all applicable laws and any instructions from applicable legal authorities. CL is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including Your Content, in CL’s possession in connection with your use of the Services, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of CL, its Users or the public, and all enforcement or other government officials, as CL in its sole discretion believes to be necessary or appropriate.

13.1    No Subsequent Registration.
‍If your registration(s) with or ability to access the Services is discontinued by CL due to your violation of any portion of the Terms, then you agree that you shall not attempt to re-register with or otherwise access the Services through the use of a different member name, and you acknowledge that you will not be entitled to receive a refund for fees, if any, related to those of the Services to which your access has been terminated.  In the event that you violate the immediately preceding sentence, CL reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

14   INTERNATIONAL USERS. 
‍The Service may be accessed from countries around the world and may contain references to services and Content that are not available in your country.  These references do not imply that CL intends to announce such service or Content in your country.  The Service is controlled and offered by CL from its facilities in the United States of America.  CL makes no representations that the Service is appropriate or available for use in other locations.  Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.

15   ARBITRATION AGREEMENT.
Please read this section (the “Arbitration Agreement”) carefully.  It is part of your contract with CL and affects your rights.  It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

‍15.1    Applicability of Arbitration Agreement.  Subject to the terms of this Arbitration Agreement, you and CL agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and CL may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or CL may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

15.2   Informal Dispute Resolution. 
‍There might be instances when a Dispute arises between you and CL.  If that occurs, CL is committed to working with you to reach a reasonable resolution.  You and CL agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”).  You and CL therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”).  If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties.  Notice to CL that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to founders@confidentlims.com or regular mail to our offices located at 2261 Market St #4166, San Francisco, CA 94114.  The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.  In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute.  Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration.  The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

15.3   Waiver of Jury Trial. 
‍YOU AND CL HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and CL are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 (Applicability of Arbitration Agreement).  There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

15.4   Waiver of Class and Other Non-Individualized Relief. 
YOU AND CL AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 15.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.  ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER REGISTERED USER.  Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim.  Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 15.9 (Batch Arbitration).  Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and CL agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California.  All other Disputes shall be arbitrated or litigated in small claims court.  This section does not prevent you or CL from participating in a class-wide settlement of claims.

15.5   Rules and Forum. 
This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings.  If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and CL agree that either party shall have the right to finally resolve the Dispute through binding arbitration.  The arbitration will be administered by jams, in accordance with the JAMS ADR Rules & Clauses (the “JAMS Rules”) then in effect, except as modified by this section of this Arbitration Agreement.  The JAMS Rules are currently available at https://www.jamsadr.com/adr-rules-procedures/.A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”).  The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address.  Such counsel must also sign the Request.  By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.Unless you and CL otherwise agree, or the Batch Arbitration process discussed in Section 15.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside.  Subject to the JAMS Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  Your responsibility to pay any JAMS fees and costs will be solely set forth in the applicable JAMS Rules.You and CL agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

15.6   Arbitrator. 
The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from JAMS’s roster of consumer dispute arbitrators.  If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then JAMS will appoint the arbitrator in accordance with the JAMS Rules, provided that if the Batch Arbitration process under Section 15.9 (Batch Arbitration) is triggered, JAMS will appoint the arbitrator for each batch.

15.7   Authority of Arbitrator. 
‍The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 15.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 15.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 15.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 15.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 15.9 (Batch Arbitration).  The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The award of the arbitrator is final and binding upon you and us.  Judgment on the arbitration award may be entered in any court having jurisdiction.

15.8   Attorneys’ Fees and Costs. 
‍The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).  If you or CL need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.  The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

15.9   Batch Arbitration. 
‍To increase the efficiency of administration and resolution of arbitrations, you and CL agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against CL by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief.  To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”).  In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly.  The Administrative Arbitrator’s fees shall be paid by CL.You and CL agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

15.10 30-Day Right to Opt Out.
‍You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 2261 Market St #4166, San Francisco, CA 94114, within thirty (30) days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.  If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

15.11  Invalidity, Expiration. 
‍Except as provided in Section 15.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.  You further agree that any Dispute that you have with CL as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred.  Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

15.12 Modification. 
‍Notwithstanding any provision in this Agreement to the contrary, we agree that if CL makes any future material change to this Arbitration Agreement, we will notify you.  Unless you reject the change within thirty (30) days of such change become effective by writing to CL at 2261 Market St #4166, San Francisco, CA 94114, your continued use of the Service, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.  Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration.  If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect.  CL will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

16   General

‍16.1    Electronic Communications.
‍The communications between you and CL may use electronic means, whether you use the Services or send CL e-mails, SMS or other notifications, or whether CL posts notices on the Services or communicates with you via e-mail, SMS or other notifications.  For contractual purposes, you (1) consent to receive communications from CL in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that CL provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.

16.2   Assignment.
‍The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you, except to a successor entity in the case of a merger or other corporate reorganization in which you are not the surviving entity, without CL’s prior written consent, and any such attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. CL may freely assign, subcontract, delegate and transfer these Terms, in whole or in part.

16.3   Force Majeure.
‍CL shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, pandemics, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

16.4   Questions, Complaints, Claims.
‍If you have any questions, complaints or claims with respect to the Services, please contact us at: hello@confidentlims.com.  We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

16.5   Consumer Complaints. 
‍In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

16.6   Notice.
‍Where CL requires that you provide an e-mail address, you are responsible for providing CL with your most current e-mail address. In the event that the last e-mail address you provided to CL is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, CL’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to CL at the following address: 2261 Market St #4166 San Francisco, CA 94114. Such notice shall be deemed given when received by CL by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

16.7   Waiver.
‍Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

16.8   Severability.
‍If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

16.9   Export Control.
‍You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws.  In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by CL are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer CL products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

16.10 Entire Agreement.
The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

16.11  Exclusive Venue. 
To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and CL agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Santa Clara, County California.

16.12 Governing Law. 
THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF  THE STATE OF CALIFORNIA,  CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.