User Agreement (Businesses)

THE FOLLOWING DESCRIBES THE TERMS ON WHICH DECIDIO OFFERS YOU ACCESS TO OUR SERVICES.

Welcome to the User Agreement for Decidio Inc. This Agreement describes the terms and conditions applicable to your use of our services available under the domain and sub-domains of www.Decidio.com. If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access our services.

You must read, agree with and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may become a member of Decidio. We strongly recommend that, as you read this User Agreement, you also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions that apply to you as a Decidio user.

We may amend this Agreement at any time by posting the amended terms on our site. Except as stated below, all amended terms shall automatically be effective 5 days after they are initially posted on our site. This Agreement is effective on June 1, 2002.

1. Membership Eligibility. Our services are available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to temporarily or indefinitely suspended Decidio members. If you do not qualify, please do not use our services. Further, your Decidio account (including feedback) and User Id may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.

2. Fees and Services. Joining Decidio is free. If you wish to subscribe to services provided by Decidio, fees must be paid in relation to those services. We may change the fees for our services from time to time. Our changes to the policy are effective after we provide you with at least fourteen (14) days' notice of the changes by posting the changes on the main Account Management page when you sign in. However, we may choose to temporarily change the fees for our services for promotional events (for example, free days added to our services) and such changes are effective when we post the temporary promotional event on the main Account Management page when you sign in. When you subscribe to our services you have an opportunity to review and accept the fees that you will be charged for those services. We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees associated with using our service and our website and all applicable taxes.

3 Decidio is a Venue. Our site acts as a venue to allow anyone to research the best available business for his or her needs within a given geographic area. We are not involved in the actual transaction between buyers and sellers. As a result, we have no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to buy items. We cannot ensure that a buyer or seller will actually complete a transaction.

3.1 Identity Verification. We use many techniques to identify our users when they register on our site. However, because user verification on the Internet is difficult, Decidio cannot and does not confirm each user's purported identity. Thus, we have established a user-initiated feedback system to help you evaluate with whom you are dealing.

3.2 Release. Because we are a venue, in the event that you have a dispute with one or more users, you release Decidio (and our officers, directors, agents, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

3.3 Information Control. We do not control the information provided by other users that is made available through our system. You may find other user's information to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using our site. Our feedback system is designed to allow you to respond to any posts concerning your business in a professional manner. Please note that there are also risks of dealing with underage persons or people acting under false pretense.

4. Listing and Selling.4.1 Listing Description. You must be legally able to sell the item(s) or service(s) you purport to sell (or provide) on our site. You must describe your business on the business profile page of our site. Your profile may only include text descriptions relevant to the sale of that item or service. All targeted profiles must be listed in an appropriate category. 4.2 Fraud. Without limiting any other remedies, Decidio may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with our site. 4.3 Manipulation. Neither you, nor any agent acting on your behalf may manipulate the feedback posted either on your own profile or on the profile(s) belonging to other businesses.

5. Your Information.5.1 Definition. "Your Information" is defined as any information you provide to us or other users in the registration of your account, in any public message area (including the feedback area) or through any email feature. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.5.2 Restricted Activities. Your Information (or any items listed) and your activities on the site shall not: (a) be false, inaccurate or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) be obscene or contain child pornography or, if otherwise adult in nature or harmful to minors, shall be posted only in the Mature Audiences section and shall be distributed only to people legally permitted to receive such content; (g) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and (i) link directly or indirectly to or include descriptions of goods or services that: (aa) are prohibited under this Agreement. 5.3 License. Solely to enable Decidio to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. Decidio will only use Your Information in accordance with our Privacy Policy.

6. Access and Interference. Our web site contains robot exclusion headers and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the proper working of the Decidio site or any activities conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our site is updated on a real time basis and is proprietary. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our website without the prior expressed written permission of Decidio or the appropriate third party.

7. Feedback.7.1 Integrity. You may not take any actions that may undermine the integrity of the feedback system. Although having a negative feedback rating will not affect your account standing with Decidio, it will adversely affect your profile placement on searches conducted by potential customers. 7.2 Export. You acknowledge that your feedback consists of comments left by other users which results in a composite feedback number compiled by Decidio, and that the composite number without the comments does not convey your full user profile. Because feedback ratings are not designed for any purpose other than for facilitating trading between Decidio users, you agree that you shall not market or export your Decidio feedback rating in any venue other than a Decidio operated website. 7.3 Import. We do not provide you the technical ability to import feedback from other (non-Decidio operated) websites to Decidio because a composite number, without the corresponding feedback does not reflect your true online reputation within our community.

8. Breach. Without limiting other remedies, we may immediately remove your profile from our listings, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.

9. Privacy. We only use your information as described in the Privacy Policy. We view protection of users' privacy as a very important community principle. We understand clearly that you and your information are our most important assets. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. If you object to your Information being transferred or used in this way please do not use our services.

10. No Warranty. WE, OUR EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.

11. Liability Limit. IN NO EVENT SHALL WE, OUR EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, AND THE LIABILITY OF OUR EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

11. Liability Limit. IN NO EVENT SHALL WE, OUR EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, AND THE LIABILITY OF OUR EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

12. Indemnity. You agree to indemnify and hold us and (as applicable) our affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

13. Legal Compliance. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your listing, purchase, solicitation of offers to purchase, and sale of items.

14. No Agency. You and Decidio are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

15. Arbitration. Any legal controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by Decidio to collect our fees and/or recover damages for, or obtain an injunction relating to, the Decidio site operations, intellectual property, and our services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Miami, Florida, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Decidio may seek any interim or preliminary relief from a court of competent jurisdiction in Miami, Florida necessary to protect the rights or property of you or Decidio pending the completion of arbitration. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $1000.00.

16. General. This Agreement shall be governed in all respects by the laws of the State of Florida. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by Decidio, in our sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

Disputes between you and Decidio regarding our services may be reported to Customer Support by clicking on the help button at: www.Decidio.com .