TERMS AND CONDITIONS

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Website Terms and Conditions

Last Modified: February 9, 2025

Acceptance of the Terms and Conditions

These terms of use are entered into by and between you and Lucidum, Inc. (“Company,” “we,” or “us“). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms and Conditions“), govern your access to and use of lucidum.io, including any content, functionality, and services offered on or through lucidum.io (the “Website“), whether as a guest or a registered user.

Please read the Terms and Conditions carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms and Conditions when this option is made available to you, you accept and agree to be bound and abide by these Terms and Conditions and our Privacy Policy, found at https://lucidum.io/privacy-policy/, incorporated herein by reference. If you do not want to agree to these Terms and Conditions or the Privacy Policy, do not access or use the Website.

This Website is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms and Conditions

We may revise and update these Terms and Conditions from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.

Your continued use of the Website following the posting of revised Terms and Conditions means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to some parts of the Website or the entire Website.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms and Conditions and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy https://lucidum.io/privacy-policy/, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms and Conditions.

Subscription

Your Lucidum SaaS subscription will continue and automatically renew until terminated. To use the Lucidum SaaS service you must have internet access and provide us with one or more Payment Methods. “Payment Method” means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through your account with a third party. You must cancel your membership before it renews in order to avoid billing of the subscription fees for the next billing cycle to your Payment Method (see “Cancellation” below).

Billing and Cancellation

Billing Cycle. The subscription fee for the Lucidum SaaS service and any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged to your Payment Method on the specific payment date indicated on the “Account” page. Subscription fees are fully earned upon payment. In some cases your payment date may change, for example if your Payment Method has not successfully settled, when you change your subscription plan or if your paid subscription began on a day not contained in a given month. We may authorize your Payment Method in anticipation of subscription or service-related charges through various methods, including authorizing it up to approximately one month of service as soon as you register.

Payment Methods. To use the Lucidum SaaS service you must provide one or more Payment Methods. You authorize us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details.

Updating your Payment Methods. You can update your Payment Methods by going to the “Account” page. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).

Cancellation. You can cancel your Lucidum SaaS service membership at any time, and you will continue to have access to the Lucidum SaaS service through the end of your billing period. To cancel, go to the “Account” page on our lucidum.io website and follow the instructions for cancellation. If you cancel your Lucidum SaaS service membership, your account will automatically close at the end of your current billing period.

Changes to the Price and Subscription Plans. We may change our subscription plans and the price of our service from time to time. We will notify you at least one month before any price changes or changes to your subscription plan will become effective. If you do not wish to accept the price change or change to your subscription plan, you can cancel your membership before the change takes effect.

No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used subscription periods. Following any cancellation, however, you will continue to have access to the Lucidum SaaS service through the end of your current billing period.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms and Conditions, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other laws.

Trademarks

The Company name, SmartLabels, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms and Conditions. You agree not to use the Website:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms and Conditions.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms and Conditions, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

Content Standards

These content standards apply to any and all data you post to the Lucidum SaaS service. Any data you post to the Indium SaaS service must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions and our Privacy Policy https://lucidum.io/privacy-policy/.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Impersonate any person or misrepresent your identity or affiliation with any person or organization.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy https://lucidum.io/privacy-policy/. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Links from the Website

The Website may contain links to other sites and resources provided by third parties. These links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, LUCIDUM WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, INCLUDING THE LUCIDUM SAAS SERVICE, OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

THE WEBSITE, APPLICATION, LUCIDUM SAAS SERVICE, DOCUMENTATION, ANY THIRD-PARTY PRODUCTS, AND ALL OTHER MATERIALS, APPLICATION, DATA, EQUIPMENT, HARDWARE AND/OR SERVICES THAT ARE OR MAY BE PROVIDED BY LUCIDUM ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND LUCIDUM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF OPERABILITY, CONDITION, TITLE, NON-INFRINGEMENT, NONINTERFERENCE, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, QUALITY, MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. LUCIDUM MAKES NO WARRANTY, NOR MAY A WARRANTY BE IMPLIED, ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. LUCIDUM DOES NOT WARRANT THAT THE APPLICATION, DOCUMENTATION, THIRD PARTY PRODUCTS OR ANY OTHER INFORMATION, MATERIALS, HARDWARE, EQUIPMENT, TECHNOLOGY OR SERVICES PROVIDED UNDER THIS AGREEMENT WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

YOU ACKNOWLEDGE THAT LUCIDUM CANNOT AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE DETECTION OF SPECIFIC THREATS OR GUARANTEE THAT ALL INDICATORS OF ADVERSARY ACTIVITY ON YOUR IT NETWORK WILL BE IDENTIFIED OR THAT IT CAN DETERMINE IN ALL CASES WHETHER YOUR NETWORK HAS BEEN TARGETED OR COMPROMISED, OR THAT THE APPLICATION WILL NOT PROVIDE FALSE POSITIVE OR FALSE NEGATIVE RESULTS.

TO THE FULLEST EXTENT PROVIDED BY LAW, LUCIDUM HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

Limitation on Liability

IN NO EVENT WILL LUCIDUM BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES, INCLUDING ANY THIRD-PARTY CLAIMS RELATING TO ALLEGED VIOLATIONS OF DATA PROTECTION LAWS, ARISING FROM ANY SOURCE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF LUCIDUM TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR FROM YOUR USE OF OR INABILITY TO USE THE APPLICATION, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE LICENSE FEES PAID OR PAYABLE BY YOU TO LUCIDUM IN THE SIX (6) MONTHS PRECEDING THE CAUSE OF ACTION. THE LIMITATIONS IN THIS SECTION ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

You acknowledge and agree that the disclaimers, exclusions and limitations of liability set forth in this Section form an essential basis of these Terms and Conditions and that, absent any of these disclaimers, exclusions or limitations of liability, the terms of these Terms and Conditions including, without limitation, the economic terms, could be substantially different.

Indemnification

You agree to defend, indemnify and hold harmless Lucidum, its subsidiaries, affiliates, independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to your breach of these Terms and Conditions or any other Lucidum terms, policies, or agreements, including your breach or alleged breach of any representation or warranties under these Terms and Conditions, or from any acts or omissions by you in connection with your use of the Lucidum SaaS service.

Governing Law; Disputes; Arbitration These Terms and Conditions will be governed by the internal laws of the State of Delaware, without regard to its conflicts of laws rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply. In the event of any controversy or dispute between you and Lucidum arising out of or in connection with these Terms and Conditions, the parties shall attempt, promptly and in good faith, to resolve any such dispute. The parties shall discuss the problem and negotiate in good faith in an effort to resolve the dispute without necessity of any formal proceeding relating thereto. If, within thirty (30) days of their first communication, the parties have not resolved the dispute (the day after such period expires shall be deemed the “Arbitration Date”), the parties shall immediately thereafter submit the dispute to binding arbitration in accordance with the Commercial Arbitration Procedures of JAMS then in effect. The parties shall mutually choose a single commercial arbitrator with substantial experience in resolving complex commercial contract disputes, whom may or may not be selected from the appropriate list of JAMS arbitrators. If the parties cannot agree upon the arbitrator win fifteen (15) days following the Arbitration Date, then a single arbitrator shall be selected in accordance with the Arbitration Rules and Procedures of JAMS, provided any arbitrator so selected shall have substantial experience in the software industry. The arbitrator shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the forgoing, Lucidum shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator, provided that a permanent injunction and damages shall only be awarded by the arbitrator. In any action or proceeding to enforce rights under these Terms and Conditions, the prevailing party shall be entitled to recover costs and reasonable attorneys’ fees. The federal and state courts located in Delaware will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement. For purposes hereof, “including” means “including without limitation”.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

Any failure by Lucidum to insist upon or enforce strict performance by you of any of the provisions of these Terms and Conditions or to exercise any of Lucidum’ rights or remedies under these Terms and Conditions or otherwise by law will not be construed as a waiver or relinquishment to any extent of Lucidum’ right to assert or rely upon any such provision, right, or remedy in that or any other instance; rather the same will be and remain in full force and effect.

If a court holds that any provision or part of these Terms and Conditions is invalid or unenforceable under applicable law, the court will modify the provision or part to the minimum extent necessary to make it valid and enforceable, or if it cannot be made valid and enforceable, the court will sever and delete the provision or part from these Terms and Conditions. Any change to or deletion of a provision or part of these Terms and Conditions under this Section will not affect the validity or enforceability of the remainder of these Terms and Conditions, which will continue in full force and effect.

Entire Agreement

The Terms and Conditions and our Privacy Policy constitute the sole and entire agreement between you and Lucidum regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

Your Comments and Concerns

This website is operated by Lucidum, Inc., which has its mailing address at 566 S. McCaslin Blvd., #270191, Louisville, CO 80027.

All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: [email protected].