You ("You") have indicated Your desire to apply to become a registered user (a "Registered User") of C-Labs and any other services offered through the www.cdigix.com website (the "Services"). Cdigix is willing to accept Your application to become a Registered User of the Services only if You are willing to agree to be bound by the Cdigix Terms of Use (a copy of which is available by clicking here.

PLEASE CAREFULLY READ THE CDIGIX TERMS AND CONDITIONS. BY CLICKING THE "CCEPT"BELOW, OR BY OTHERWISE USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE CDIGIX TERMS OF USE (THE "AGREEMENT"). IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, CDIGIX IS NOT WILLING TO ACCEPT YOUR APPLICATION TO BECOME A REGISTERED USER OF THE SERVICES.

CDIGIX TERM OF USE

Welcome to http://www.cdigix.com/ (the "Site"). The Site is operated by Cdigix, Inc. ("Cdigix", "We" or "Us". Please carefully read these Terms of Use. By using the Site and C-Labs, or any of the other services offered through the Site(the "Services") you acknowledge and agree that you have read and agree to be bound by these Terms of Use (the "Agreement"). This Agreement is made between Cdigix and You or, in the case that you represent and are using the Services on behalf of a company or other entity, that company or other entity ("You").

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE EXIT THE SITE NOW AND REFRAIN FROM USING THE SERVICES.

1. USE OF THE SITE AND THE SERVICES.

 Until You apply for are approved as a registered user (a "Registered User") of the Services, your access to the Services will be limited to those Services available on the public areas of the Site. Your approval as a Registered User is at the sole discretion of Cdigix. Upon approval as a Registered User You will be asked to create a password-protected account to access the Services (an "Account"). You agree to keep your Account information and password confidential. You agree to notify Cdigix immediately of any actual or suspected unauthorized use of your Account. You are solely responsible for all activities that occur through your Account, including, without limitation all fees and charges incurred through your Account. Cdigix will not be responsible for any loss to You caused by your failure to comply with these obligations. You may access and use the Services through your Account solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement You are required to agree to before being given access to any of the Services (any such additional agreements are in addition to this Agreement and will govern your use of the Services covered by the additional agreements in the event of a conflict between the terms of this Agreement and those additional agreements). Cdigix reserves the right at any time and in its sole discretion to modify, suspend or discontinue the Services (or any portion thereof) with or without notice.

2. REGISTRATION.

 In connection with your application to become a Registered User, You will be asked to submit certain information about yourself ("Registration Information"). You represent and warrant that: (a) all Registration Information You have provided is true, accurate, current and complete; and (b) You will maintain and promptly update the Registration Information to keep it true, accurate, current and complete.

3. TERM AND TERMINATION.

This Agreement will be effective on the date You first use the Services and will continue until terminated. Cdigix may terminate this Agreement immediately, for any reason or no reason, with or without notice to You. You may terminate this Agreement upon written notice to Cdigix, such termination effective 10 days following acknowledgement of receipt of such notice by Cdigix. Cdigix may also suspend your use of the Site or any Services or direct You to cease using the Site or any Services with or without notice to You and with or without cause. Upon any termination of this Agreement all rights granted to You under this Agreement will cease, if You are a Registered User, your Account will be closed, and You must promptly discontinue all access to any part of the Site and all use of the Services. Cdigix will not reimburse You for any Fees paid prior to any termination. Sections 3, 4, 5, 6, 8, 10, 11 and 15 will survive termination or expiration of this Agreement for any reason.

4. CONTENT.

 The Site, the Services, and the entire contents of the Site and Services, including, but not limited to, text, files, images, graphics, illustrations, audio, video, and photographs on or offered through the Site and Services (collectively, "Content") are protected by intellectual property rights, including, without limitation, copyrights, trademarks, patents and other proprietary and intellectual property rights ("Intellectual Property Rights") owned by Cdigix and its business partners, affiliates and licensors ("Affiliates"). No ownership rights in or to the Site, Services, or Content are conveyed to You by this Agreement. You may use Content only for Your own personal, non-commercial use as expressly permitted by this Agreement. Except as expressly set forth in this Agreement, Cdigix and its Affiliates grant You no licenses or rights, whether by implication, estoppel or otherwise, in or to the Site, Services or Content, or any Intellectual Property Rights therein or related thereto, and You may not use, reproduce, perform, display, create derivative works from, republish, upload, download, post, transmit, or distribute any portion of the Site, Services, or Content without the prior written permission of Cdigix.

5. MARKS.

Unless otherwise labeled, all trademarks, service marks, logos, banners, and page headers displayed on this Site (collectively, the "Marks") are the property of Cdigix and its Affiliates. Except as expressly set forth in this Agreement, You may not display, link to, or otherwise use the Marks without the prior written permission of Cdigix.

6. POSTINGS AND UPLOADS.

The Services may include forums, bulletin boards, chat rooms or other opportunities through which You may provide or upload Content of your own to the Site. You agree not to upload or provide any Content which is: (1) libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (2) an infringement of the Intellectual Property Rights of any third party; (3) illegal in any way or which advocate illegal activity; (4) an advertisement or solicitation of funds, goods, or services. By providing or uploading any Content to the Site, You grant Cdigix a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display such Content throughout the world in any form, media, software or technology of any kind. You also grant Cdigix the right to use Your name in connection with the reproduction or distribution of such material.

 7. CLAIMS OF INFRINGEMENT.

Just as Cdigix require users of the Site to respect the copyrights and other intellectual property rights of Cdigix, its Affiliates, and other third parties, Cdigix respects the copyrights and other intellectual property rights of users of the Site and other third parties. If you believe in good faith that your copyrighted work has been reproduced on the Site without authorization in a way that constitutes copyright infringement, you may notify our designated copyright agent by mail to: Cdigix, Inc. Attn: Copyright Infringement Agent 1601 Second Avenue Suite #701 Seattle, Washington 98101 Please provide the following information to Cdigix’s Copyright Infringement Agent:

(1) the identity of the infringed work, and of the allegedly infringing work;
(2) Your name, address, daytime phone number, and e mail address, if available;
(3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law;
(4) a statement of the accuracy of the notice and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (5) Your electronic or physical signature.

8. FEES AND PAYMENT.

 You acknowledge that certain of the Services require the payment of either one-time fees, subscription fees, or per-use fees ("Fees"). All Fees will be charged at the rates displayed at the time the Services associated with those Fees are ordered. All Fees are subject to change, such change effective upon notice to You. You are responsible for all Fees incurred through the use of Your Account (regardless of whether You personally incurred the Fees). All Fees for Services provided through Your Account will be billed to You using the method of payment You have selected. If You choose to have Fees billed directly to a designated credit card or account, You hereby authorize Cdigix to charge Your designated credit card or account for those Fees. All Fees will be charged or billed in advance of providing the relevant Services and, once paid, are non-refundable. All Fees will be billed and paid in U.S. dollars.

9. REPRESENTATIONS AND WARRANTIES.

You hereby represent, warrant and covenant for the benefit of Cdigix and its Affiliates that: (1) You have the legal right and authority to enter into this Agreement, and, if You are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; (2) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement You enter into in connection with any of the Services; (3) all information You provide to Cdigix in connection with this Agreement and Your access to the Site and use of the Services is correct and current.

10. DISCLAIMER AND LIMITATION OF LIABILITY.

 10.1 Disclaimer. THE SITE AND THE SERVICES ARE PROVIDED BY CDIGIX "AS IS" and "AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER. YOU AGREE THAT YOUR ACCESS TO THE SITE AND USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY OR DAMAGE YOU INCUR THROUGH ACCESS TO THE SITE OR USE OF THE SERVICES. CDIGIX EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SECURITY, RELIABILITY AND PERFORMANCE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU RECOGNIZE THAT THE CURRENT STATE OF TECHNOLOGY DOES NOT ALLOW FOR ERROR-FREE ACCESS TO THE SITE AND USE OF THE SERVICES AND INTERRUPTIONS, CRASHES AND DOWNTIME BEYOND CDIGIX’S CONTROL MAY OCCUR FROM TIME TO TIME. CDIGIX’S ONLY OBLIGATION AND YOUR SOLE REMEDY IN THE EVENT OF A FAILURE OF THE SITE OR ANY SERVICES WILL BE, AT THE SOLE DISCRETION OF CDIGIX, REPREFORMANCE OF THE SERVICES OR REFUND OF THE FEE.

10.2 Limitation. IN NO EVENT WILL CDIGIX BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH YOUR ACCESS TO THE SITE OR USE OF THE SERVICES, EVEN IF CDIGIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CDIGIX’S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID HEREUNDER FOR THE SERVICES RELATING TO SUCH LIABILITY.

11. INDEMNIFICATION.

 You will indemnify, defend and hold harmless Cdigix and its Affiliates, employees, agents, contractors, assigns, licensees and successors in interest ("Indemnified Parties"), from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) which result from any claim or allegation against any Indemnified Party arising from Your accessing the Site or use of the Services or Your breach of any term of this Agreement. Cdigix will provide You with notice of any such claim or allegation, and Cdigix will have the right to participate in the defense of any such claim at its expense.

12. PRIVACY POLICY.

Cdigix’s privacy policy, a copy of which is available at http://www.cdigix.com/cdigix/Privacy Policy/tabid/87/Default.aspx (the "Privacy Policy"),is incorporated in this Agreement by reference. By accepting this Agreement, You expressly consent to the use and disclosure of your personally identifiable and other information as described in the Privacy Policy.

13. LINKED SITES.

 The Site contains links to third-party sites that are not under the control of Cdigix and Cdigix is not responsible for any content on any linked site. If you access a third-party site from the Site, then you do so at your own risk. Cdigix provides links only as a convenience and the inclusion of the link does not imply that Cdigix endorses or accepts any responsibility for the content on those third party sites. Cdigix welcomes links to the Site. You may establish a link to this Site, provided that the link does not state or imply any sponsorship or endorsement of your site by Cdigix or any group or individual affiliated with Cdigix. You may not use on your site any Content or Marks appearing on the Site in establishing the link. You may not frame or otherwise incorporate into another site the content or other materials on the Site without prior written consent.

14. NOTICES.

 Except as expressly stated otherwise, any notices required or allowed under this Agreement will be given to Cdigix by postal mail to the address for Cdigix listed on the Site. If applicable law requires that Cdigix accepts email notices (but not otherwise), then You may send Cdigix email notice using the 'Contact Cdigix' Form on the Site. With respect to Cdigix's notices to You, Cdigix may provide notice of amendments by posting them in the Site and You agree to check for changes. In addition, or in lieu thereof, Cdigix may give notice by sending email to the email address You provide during registration for any Services. Notice shall be deemed given 24 hours after it is posted or an email is sent, unless (as to email) the sending party is notified that the email address is invalid.

 15. GENERAL TERMS.

15.1 Third Party Beneficiaries.
Cdigix’s Affiliates are intended third-party beneficiaries under this Agreement with the right to enforce the provisions that directly concern Content to which they have rights.

15.2 Non-Assignment.
You may not assign or transfer any of Your rights hereunder and any attempt to do so will be null and void.

15.3 Integration.
This Agreement sets forth the entire understanding of the parties and supersedes any and all prior oral and written agreements or understandings between the parties regarding the subject matter of this Agreement. This Agreement may not be modified except upon mutual written agreement of both parties. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

15.4 Severability.
If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

15.5 Jurisdiction and Venue.
This Agreement will be governed by the laws of the State of Colorado, excluding its conflict of laws principles. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. The parties hereby irrevocably consent to jurisdiction and venue in the state and federal courts sitting in Denver, Colorado. In any such dispute, the prevailing party will be entitled to recover its reasonable attorneys’ fees and expenses from the other party.