Terms of Service
CIBO Technologies, Inc. Terms of Service
Last Revised on August 1, 2024
These Terms of Service (these “Terms”) are applicable to the websites and applications operated or provided by or on behalf of CIBO Technologies, Inc., a Delaware corporation, (“CIBO”, “we” or “us”), including without limitation, cibotechnologies.com and any other website that is automatically directed to such website, the web portal known as the CIBO Impact Application (the “Portal”), and the sites, content, applications, services, tools, functionality and features offered on or through each of the foregoing (collectively, the “Services”). These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, you are not permitted to, and must immediately cease to, access or use the Services.
For purposes of these Terms, “you” and “your” means you as the user of the Services. If you access or use the Services on your own behalf, then each time you access or use the Services, you represent and warrant to us that you are of legal age, and fully capable and competent, to enter into a legally binding agreement with CIBO. If you access or use the Services on behalf of a company, corporation, partnership or other entity then “you” includes you and that entity, and each time you access or use the Services you represent and warrant to us that (a) you are an authorized representative of the entity with the authority to bind that entity to these Terms, and (b) you agree to these Terms on that entity’s behalf.
AS FURTHER DETAILED BELOW, WE MAY UPDATE THESE TERMS FROM TIME TO TIME. YOUR CONTINUED ACCESS OR USE OF THE SERVICES AFTER THE MODIFICATIONS HAVE BECOME EFFECTIVE WILL BE DEEMED YOUR ACCEPTANCE OF THE MODIFIED TERMS.
PLEASE NOTE THAT SECTION 8 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES WITH US THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS. YOU HAVE THE RIGHT TO OPT-OUT OF ARBITRATION AS EXPLAINED IN SECTION 8.
1 User Accounts
To use certain Services, you may need to create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account as may be requested or required from time to time, including your name and email address, and with respect to an account of an entity, additional information that may be necessary to confirm, or permit us to confirm, that you represent such entity and shall have administrative access to such entity’s Account. You can access your Account by logging onto the Services. You are solely responsible for any activity on your Account (whether or not by you) and for maintaining the confidentiality and security of the password for your Account. We are not liable for any acts or omissions occurring in connection with your Account. You must immediately notify us at info@cibotechnologies.com if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.
2 Other Agreements
2.1 Privacy Policy
Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please review our Privacy Policy. By accessing or using the Services, you consent to our privacy practices as described in our Privacy Policy.2.2 Other Agreements
We may also require you to follow additional rules, guidelines, or other conditions to sign up to use various special features or password-protected areas of the Services, to participate in certain promotions or activities available through the Services, or for other reasons. In such cases, you may be asked to expressly consent to these additional terms, for example, by checking a box or clicking on a button marked “I agree.” If any of the terms of a new click-through agreement are different than the terms of these Terms, the terms of the click-through agreement will supplement or amend these Terms, but only with respect to the matters governed by the “click-through agreement.”
3 Rights We Grant You
3.1 License Grant.
Subject to your continuing compliance with these Terms, CIBO hereby grants to you a revocable, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right during the term of these Terms to access and use the software provided to you as part of the Services in the United States and Canada (other than the Province of Quebec) (the “Territory”), only for your internal business purposes in connection with your relationship with one or more entities with whom CIBO partners to facilitate participation in sustainable farming programs (such entities, the “CIBO Partners” and such access and use right, the “License”). The License is granted to you for the sole purpose of enabling you to use and enjoy the Services in accordance with these Terms. As set forth below, the License does not provide you with title to or ownership of the Services (or any component thereof) or any other rights not expressly granted herein, but only a limited right to use the Services in accordance with these Terms and subject to the use restrictions described herein.
3.2 Restrictions on Your Use of the Services.
You will not, and will not permit any other person to, access or use the Services other than in accordance with these Terms. Without limiting the generality of the foregoing, you may not, nor may you permit any other person to, do any of the following (except to the extent that applicable laws or regulations prohibit these restrictions or you have our express prior written permission to do so, in each instance):
(a) copy, modify, distribute, transmit, publish, license, or create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services other than your Grower Data (defined below);
(b) duplicate, transmit, post, link, deep link, frame, redistribute, sell, decompile, reverse engineer, modify, translate, disassemble, decode or create derivative works from, the Services (including any underlying idea or algorithm), or attempt to do any of the same;
(c) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
(d) use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
(e) exploit the Services for any commercial purpose (other than as necessary to facilitate your commercial relationship with one or more CIBO Partners, provided that in each case such commercial use will be limited to those permitted activities which are the subject of our relationship with such CIBO Partner(s)), including without limitation (i) communicating or facilitating any commercial advertisement or solicitation, (ii) directly or indirectly developing or aiding the development of any product, software, service or feature that offers any functionality substantially similar to, competitive with, or a derivation of, the Services, or (iii) distributing, renting, leasing, lending, selling, licensing, assigning, exporting, importing, conveying or otherwise granting rights to third parties with regard to the Services;
(f) share an Account with another user;
(g) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;
(h) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
(i) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services, including any digital rights management controls or other technical measures that are designed to control access to the Portal, prevent unauthorized copying of the Portal or the contents thereof, or otherwise preventing access to the Portal that exceeds the limited rights and licenses granted under these Terms;
(j) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, obtain, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
(k) use the Services, or any content or data thereon, to train any deep learning, machine learning, large language model and/or other artificial intelligence technologies, including any and all neural networks, statistical learning algorithms (like linear and logistic regression, support vector machines, random forests, k-means clustering), or reinforcement learning;
(l) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems or the Services;
(m) use the Services for illegal, harassing, unethical, or disruptive purposes;
(n) violate any applicable law or regulation (including U.S. Export Administration Regulations and other import and export laws and regulations), or right of any third party (including any intellectual property rights, and rights of privacy or publicity), in connection with your access to or use of the Services; and
(o) access or use the Services in any way not expressly permitted by these Terms, including by accessing or using the Services outside the Territory.Certain features, pages or content accessible or available through the Services may contain supplemental terms of use and restrictions (the “Supplemental Terms”), to which you must agree in order to use the relevant features, pages or content, and which are expressly incorporated herein.
3.3 Restricted Jurisdictions.
Use of the Services is unauthorized in any jurisdiction where all or any portion of the Services may violate any legal requirements, and you agree not to access the Services in any such jurisdiction. You are responsible for compliance with applicable laws. Any use in contravention of this provision or any provision of these Terms is at your own risk.
3.4 Use of the Portal.
You are responsible for providing the device, wireless service plan, software, Internet connections and/or other equipment or services that you need to use the Portal, including to authenticate that you have a valid right to use the Portal and to enable certain features therein. We do not guarantee that the Portal can be accessed and used on any particular device, in any particular manner or with any particular service plan. If we choose to offer any new versions, upgrades, bug fixes, patches and other error corrections and/or new features for the Portal (collectively, “Updates”), those Updates will be deemed part of the Portal and subject to these Terms unless they are expressly subject to different or superseding terms. If you decide to access or use the Portal from a mobile device, you are responsible for any associated data or usage fees which may be charged by your mobile device provider.
4 Data
4.1 Scope.
This Section 4 applies to you if you are a grower or otherwise participate in a Program (as defined below).
4.2 Definitions.
(a) “Aggregated Data” means any aggregated or deidentified data collected or received by us or our subcontractors or CIBO Partners based on your access or use of the Services or any Grower Data.
(b) “Grower Data” means any information, (i) entered in the Services or otherwise provided or made available by you or on your behalf for processing by us or our subcontractors or CIBO Partners; or (ii) collected, downloaded, or otherwise received by us or our subcontractors or CIBO Partners, in each case related to your use of the Services, your participation in one or more Program(s) or otherwise at your written request or instruction. Notwithstanding the preceding, Grower Data does not include any Aggregated Data.
(c) “Program” means a sustainable farming program sponsored by us or a CIBO Partner which you access or otherwise participate in through the Services.
(d) “Program Data” means, with respect to each Program which you access or in which you otherwise participate, the Grower Data constituting records of agricultural practices and other documentation and information required to verify your eligibility for, compliance with, and payment under such Program.
4.3 Program Data.
You are required to maintain and provide detailed and accurate Program Data as required for each Program in which you participate. You agree to promptly provide all Program Data upon request in the manner requested. You hereby grant us, our subcontractors, CIBO Partners and our representatives the right to collect Program Data and monitor your compliance with these Terms of Service and the terms of any Program in which you participate.
4.4 Grower Data – Ownership.
(a) Grower Data provided by you. You own all rights, title and interest to Grower Data that you or your agent provide directly to us. Subject to the foregoing, you hereby grant to us, our subcontractors and CIBO Partners (i) a non-exclusive, non-transferable right and license to collect and use Grower Data provided by you or your agent to perform our obligations under these Terms of Service and any applicable Program, and (ii) subject to any more restrictive terms of any applicable agreements between us and our customers and partners, a non-exclusive, worldwide, royalty-free, assignable, irrevocable, perpetual right to use Grower Data provided by you or your agent to improve and enhance our technological platforms and products. You agree that you are responsible for the content, completeness and accuracy of all Grower Data provided by you or your agent.
(b) Grower Data provided through third parties. Grower Data provided to us by third parties may be owned by us or such third party, depending on the terms of any agreement between us and such third party. If such data is not owned by us, you hereby grant to us, our subcontractors and CIBO Partners (i) a non-exclusive, non-transferable right and license to collect and use such Grower Data to perform our obligations under these Terms of Service and any applicable Program, and (ii) subject to any more restrictive terms of any applicable agreements between us and our customers and partners, a non-exclusive, worldwide, royalty-free, assignable, irrevocable, perpetual right to use such Grower Data to improve and enhance our technological platforms and products.
4.5 Aggregated Data – Ownership.
Subject to applicable third party agreements providing otherwise and as between us and you, we own all rights, title and interest to Aggregated Data. You hereby grant to us, our subcontractors and CIBO Partners the right to collect and create Aggregated Data, and you agree that we may use Aggregated Data for any purpose.
4.6 Satellite and Geolocation Data.
The Services may include features that require the use of certain geographic, photographic and other data collected via global positioning and other satellites. Certain aspects of such technology may be provided by a third-party service provider of CIBO. You hereby agree that we may obtain and communicate information regarding your agricultural facilities (e.g., fields) through such communication technologies and share such information in accordance with the Privacy Policy.
5 Ownership
5.1 Ownership of the Services.
The Services, including their user interface and “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that CIBO and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works. For the avoidance of doubt, the following constitutes intellectual property in and the Services that is owned by CIBO and/or its licensors: all the software, algorithms, formats, templates, methodologies, rules, characters, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, content and technology used to deliver the Service or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from us to you) via, the Services, and all updates, upgrades, modifications, and improvements thereto.
5.2 Ownership of Trademarks.
The CIBO name, “CIBO,” CIBO’s logo and all related names, logos, product and service names, designs and slogans are registered or unregistered trademarks or service marks of CIBO or its affiliates or licensors (the “Trademarks”). You may not use the Trademarks in any manner, including any use that is likely to cause confusion or that disparages or discredits us, without our prior written consent. Other names, logos, product and service names, designs and slogans that appear on the Services (the “Third Party Trademarks”) are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us, and you may not use the Third Party Trademarks without the prior written consent of the owner thereof. Any use of the Trademarks, or any Third Party Trademarks displayed on the Service, and any goodwill associated therewith, will inure solely to the benefit of their respective owners.
5.3 Ownership of Feedback.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback, regardless of how it is contributed, and any resulting updates, upgrades, modifications, and improvements to the Services, shall be the sole and exclusive property of CIBO, and CIBO may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to CIBO any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback, and to the extent any right, title or interest may not be assigned, you hereby waive and agree not to assert any such right, title or interest.
6 Third Party Services and Materials
6.1 Use of Third Party Materials in the Services.
Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that CIBO is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you. If you have any complaints in connection with any Third Party Materials or third-party website, please contact such third party directly, or contact your state Attorney General or the Federal Trade Commission at www.ftc.gov.
7 Disclaimers, Limitations of Liability and Indemnification
7.1 Disclaimers.
Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis, and with all faults. Without limiting the foregoing, to the maximum extent permitted under applicable law, CIBO, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “CIBO Entities”) DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. The CIBO Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services, including any information contained therein, accessible therefrom, or available thereon; (b) any harm to your systems, loss of data, or other harm that directly or indirectly results from your access to or use of the Services, including as a result of the occurrence of any hack, or as a result of the operation or existence of any, viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful to your property or provide access to your data or information; (c) the operation or compatibility of the Services with any other application or any particular system or device; and (d) whether the Services will meet your requirements or produce any desired result or outcome, or be available on an uninterrupted, secure or error-free basis; (e) the deletion of, or the failure to store or transmit, your data and other communications maintained by the Services, including any Program Data or Grower Data, (f) the actions or inactions of other users of the Services, including any content that any other user may make available on or accessible through the Services; (g) the actions and inactions of any third party that you interact with through or as a result of your access to or use of the Services, including use by such third party of any data or personal information you provide to them, and (h) that the Services will be supported or maintained, or corrected in the event of any defect, bug or other performance issue. We reserve the right to update, modify or remove components of the Services at any time at our discretion. No advice or information, whether oral or written, obtained from CIBO Entities or through the Services, will create any warranty or representation not expressly made herein.
7.2 Limitations of Liability.
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE CIBO ENTITIES BE LIABLE (a) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR LOSS OF OR DAMAGE TO, YOUR TRANSMISSIONS OF DATA OR INFORMATION TO THE SERVICES, OR ANY OTHER DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE, OR THE MALFUNCTION OF, THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE CIBO ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (b) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THE CIBO ENTITIES’ TOTAL AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED THE GREATER OF: (x) THE AMOUNT OF TEN DOLLARS ($10.00), OR (y) THE AMOUNT YOU ACTUALLY PAID THE CIBO ENTITIES, IF ANY, IN THE PAST THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM IN QUESTION. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
7.3 Indemnification.
By entering into these Terms and accessing or using the Services, you agree that you shall defend (at the CIBO Entities’ discretion), indemnify and hold the CIBO Entities harmless from and against any and all claims, costs, damages, losses, liabilities, fines, and expenses (including attorneys’ fees and costs) incurred by any of the CIBO Entities directly or indirectly arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your access to or use of the Services, including any interaction with other users of the Services; (d) your data, including any Program Data or Grower Data, or (e) your negligence or willful misconduct. We reserve the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obligated to indemnify any CIBO Entity.
8 Dispute Resolution, Arbitration and Class Action Waiver
8.1 Dispute Resolution – Informal Process First.
You agree that in the event of any dispute between you and any of the CIBO Entities, you will first contact CIBO and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
8.2 Arbitration Agreement and Class Action Waiver.
After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of CIBO’s services and/or products, including the Services, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and CIBO agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules, provided that each party will be limited to two (2) depositions and that any discovery will be limited to a maximum of sixty (60) days. You agree that the arbitration shall be held in Minneapolis, Minnesota, unless the arbitrator shall determine that venue in such city is unreasonably burdensome, in which case the arbitrator shall select a venue that is not unreasonably burdensome to both you and us. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and CIBO are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and CIBO will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
8.3 Costs of Arbitration.
Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, CIBO will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.
8.4 Opt-Out.
You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to legal@cibotechnologies.com or to the U.S. mailing address listed in the “How to Contact Us” section of these Terms. The notice must be sent to CIBO within thirty (30) days of your registering to use the Services or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, CIBO also will not be bound by them.
9 Additional Provisions
9.1 Updating These Terms.
We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by email and/or by placing a prominent notice on the Portal. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. YOUR CONTINUED ACCESS OR USE OF THE SERVICES AFTER THE MODIFICATIONS HAVE BECOME EFFECTIVE WILL BE DEEMED YOUR ACCEPTANCE OF THE MODIFIED TERMS.
9.2 Termination of License and Your Account.
The term of the License shall commence upon the earliest moment you access or use the Services and shall terminate upon the earliest of: (a) your breach of any of the provisions of these Terms; (b) CIBO terminating the License in accordance with these Terms and (c) your requesting CIBO permanently cancel your Account. Upon the termination of the License, all rights and licenses granted to you hereunder, including the License, shall immediately terminate and you shall cease all access and use of the Services. Additionally, CIBO may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If CIBO deletes your Account for any actual or suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, CIBO may, but is not obligated to, delete any of your data. CIBO shall not be responsible for the failure to delete or deletion of your data. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by CIBO or you. Termination will not limit any of CIBO’s other rights or remedies at law or in equity.
9.3 Injunctive Relief.
You agree that a breach of these Terms will cause irreparable injury to CIBO for which monetary damages would not be an adequate remedy and CIBO shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
9.4 Export Laws.
You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by CIBO hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
9.5 Miscellaneous.
If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by CIBO but may not be assigned by you (including by merger or operation of law) without the prior express written consent of CIBO. Any purported assignment, transfer or delegation without such consent will be null and void. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. We are not liable for any failure to comply with these Terms as a result of any factors or failures outside our reasonable control. These Terms are governed by the laws of the State of Minnesota, without regard to conflict of laws rules, and the proper venue in which each action these Terms expressly permit to be brought in court will in all cases be the state and federal courts located in Minneapolis, Minnesota. You and CIBO agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms. These Terms will be binding upon and inure to the benefit of the parties’ successors and permitted assigns. These Terms and any policies or operating rules published on the Services constitute the entire agreement and understanding between you and CIBO and govern your use of the Services, superseding any prior or contemporaneous agreements, communications and proposals whether oral or written, between you and CIBO (including, but not limited to, any prior version of these Terms).
9.6 How to Contact Us.
You may contact us regarding the Services or these Terms at: CIBO Technologies, Inc., 1601 Utica Ave S Suite 111, St. Louis Park, MN 55416, ATTN: Legal or by email at legal@cibotechnologies.com.