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DE DIOS ONLINE is an online information and communication service (the “Service”), provided by
DE DIOS & ASSOCIATES (“DEDIOS”).
BY LOGGING INTO THE RESTRICTED CLIENT SERVICE AREA, YOU AGREE TO THE TERMS OF
THIS AGREEMENT AND ANY OTHER AGREEMENTS RELATED TO THE SUBSCRIPTION OF
ANY ADVISORY SERVICE OF DEDIOS, JUST AS IF YOU HAD SIGNED THIS AGREEMENT. IF
YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT AND THE OPERATING POLICIES,
PLEASE DO NOT LOG IN.
1. Changed Terms. DEDIOS may change or discontinue any aspect of the Service at any time,
including its content or features. DEDIOS reserves the right to change the terms and
conditions applicable to use of the Service. Such changes shall be effective immediately upon
notice. Use of the Service after such notice shall be deemed to constitute acceptance of such
changes.
2. Client Requirements. Client must inform DEDIOS promptly of changes in the subscription
information, including but not limited to change of address, telephone numbers, e-mail
address, credit card numbers and expiration dates, changes in primary user and backup user.
Client will designate two employees, one as a primary user and one as a backup user. The
primary user and backup user must be employees of the company in the same licensed site(s)
of the subscription. A site is defined as a physical location, department, division, or
subsidiary of the client depending upon agreement between Client and DEDIOS.
3. Client may not resell, assign nor transfer its subscription rights. The primary user or backup
user cannot resell, assign, nor transfer subscription or usage rights to other employees unless
prior arrangements and agreements have been made with DEDIOS. Client agrees to pay all
subscription fees and surcharges incurred while using any supplemental services and other
charges incurred by Client or on Client’s account, including applicable taxes, at the rates in
effect during the billing period in which the charges were incurred. DEDIOS reserves the
right to change the charges upon 30 days notice to its Clients.
4. If Client believes that its password has been disclosed to a third party, Client should
promptly inform DEDIOS to avoid liability for unauthorized charges to Client’s account.
Until DEDIOS is notified, Client will remain responsible for any unauthorized use of Client’s
account.
5. Term. If Client is a Subscriber, Clientship is for one year and shall automatically renew for
additional one year periods, unless DEDIOS receives notice of Client’s intention to terminate
at least 30 days prior to the expiration date. This Agreement may be cancelled by either party
only for failure to perform its terms, and then only on 30 days’ prior notice specifying the
grounds for termination, except that DEDIOS may terminate this Agreement immediately for
violations of section
6. Copyright and License of Service Content. The entire contents of the Service are copyrighted
as a collective work under the United States and international copyright laws. Except as
expressly provided below, Client agrees not to copy, redistribute, or publish any part of the
Service for any reason unless written permission is granted.
7. Each Client may download material from the Service for his/her own non-commercial use,
including Client’s use in the ordinary course of Client’s business or profession, provided
Client maintains all copyright and other notices contained in such material. Client may not (i)
redistribute that material over any network (including any local area network), (ii) sell that
material, or (iii) offer for sale that material. Clients may not post any downloaded material to
any other online service (including any bulletin board or the Internet) without the express
written permission of the copyright holder. Client may make: (a) one machine readable copy,
(b)one backup copy, and (c) one print copy of any material downloaded from the Service.
8. Client agrees not to use the reports, presentations, or portions thereof for litigation purposes,
as documents for trade-related issues involving the U.S. and other governments, or in any
manner that will violate U.S. laws.
9. A Client who uploads any file or publishes any information through the Service grants (and
represents and warrants that he/she is authorized to grant) to DEDIOS and the provider of
content to each Service area (the “Content Providers’), an irrevocable, non-exclusive, royaltyfree
license to edit, copy, remove, publish, distribute and create derivative works from such
file or information in any medium, whether now known or hereafter invented and grants to
all other Clients permission to use the material for non-commercial purposes, and to make
backup copies of the material.
10. Client agrees not to upload or otherwise publish any content that violates any copyright or
other third party rights or is libelous, defamatory, obscene, pornographic, abusive or contains
racial, ethnic or religious slurs or similar epithets, or advocates violence, or other language
that is deeply or widely offensive or otherwise violates any law, or which contains any
viruses, “Trojan horses” or any other harmful properties. DEDIOS and the Content Providers
may remove any material that each believes violates the foregoing and may terminate the
Clientship of the Client uploading this material. Except where expressly permitted by a
Content Provider, Clients may not publish any content which contains any charity requests,
petitions for signatures, advertising or any solicitations.
11. Disclaimer of Warranty. DEDIOS makes no warranties with respect to the Service and/or
information contained therein. Although DEDIOS and Content Providers intend to take
reasonable steps to screen uploaded files for infection by viruses, worms, Trojan horses or
other code manifesting contaminating or destructive properties before making such files
available for Client downloading, DEDIOS and the Content Providers cannot guarantee that
any file available for downloading will be free of infection. Accordingly, DEDIOS and its
Content Providers cannot and do not guarantee nor warrant that such files will be free of
such properties. The entire risk as to the quality and performance of the Service, the quality
of any related services, and the accuracy of any information, or quality of any software
published on the Service is with the Client.
12. DEDIOS does not warrant that the functions or services performed by the Service will be
uninterrupted or error-free or that defects in the Service will be corrected. The Service is
provided on an “as is, as available” basis. Neither DEDIOS nor any Content Provider makes
any warranties, express (except as expressly provided herein) or implied, including, without
limitation, those of merchantability and fitness for a particular purpose, with respect to the
Service, any information or software published on the Service, or any products or services
sold through the Service.
13. Accuracy of Information. DEDIOS and Content Providers do not guarantee the accuracy or
completeness of any Service database, information or forecast, or of the information
contained in any such database or of any statement uploaded to the Service by any Client.
DEDIOS and the Content Providers do not endorse and are not responsible for any
statement, opinion, advice given or made on the Service by anyone other than authorized
DEDIOS and/or Content Provider spokespersons.
14. The reports, information, comments, analysis, advice, and recommendations provided with
this service are intended to act as guides and not replacements of your corporate decisions.
The market changes rapidly and analysis at one point in time may not apply in the next.
Opinions, advice and all other information expressed by Content Providers and information
providers represent the providers’ own views and not necessarily those of DEDIOS. Clients
rely on such information at their own risk. Clients are urged to seek professional advice for
specific, individual situations and not rely solely on advice or opinions given on the Service.
Client will not hold DEDIOS legally liable for any analytical and computational errors or
perceived flaws in recommendations or advice given as part of the service.
15. Limitation of Liability. If DEDIOS shall fail for any reason to furnish the Service required by
this agreement and Client timely objects, Client agrees to accept, in lieu thereof, a refund or
credit in the amount paid for such Service. Any claim against DEDIOS shall be limited to
such refund or credit. In no event will DEDIOS or its Content Providers be liable (i) for any
incidental, consequential or indirect damages (including, but not limited to, damages for lost
profits, business interruption and loss of programs or information) arising out of the use of or
inability to use the Service, or any information provided on the Service, or (ii) for any claim
attributable to errors, omissions or other inaccuracies published on the Service.
16. Indemnification. Client agrees to indemnify, defend and hold harmless DEDIOS, its affiliates,
Content Providers, licensors, and their respective officers, directors, employees and agents
from and against all losses, expenses, damages and costs, including reasonable attorneys fees,
arising out of the use of the Service by Client or Client’s account.
17. Third Party Rights. The provisions regarding Disclaimer of Warranty, Limitation of Liability
and Indemnification are for the benefit of DEDIOS, Content Providers and their respective
licensors, employees and agents. Each shall have the right to assert and enforce those
provisions against a Client.
18. Notices. DEDIOS may deliver notices on the Service, by electronic mail on the Internet or by
written communication to Client’s address. Clients may give notice to DEDIOS by electronic
mail or by letter sent by facsimile to (510) 490-2006, or by written communication to 39899
Balentine Drive, Suite 370, Newark, California 94560 USA.
19. Termination. This Agreement may be terminated at any time for any reason by DEDIOS. The
provisions regarding Copyright and License of Service Content, Disclaimer of Warranty,
Accuracy of Information, Indemnification, and Third Party Rights shall survive.
20. General Provisions. Any provision in any memorandum received by DEDIOS in connection
with the Service, which is inconsistent with, or adds to, the provisions of this Agreement is
void. Neither the parties’ course of conduct or trade practice will modify the terms of this
Agreement. If any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid, all other terms and conditions shall remain in full force and effect.
21. Governing Law. This Agreement and the resolution of any dispute arising hereunder shall all
be governed and construed in accordance with the laws of the state of California, without
regard to its conflicts of law principles. Client consents to the jurisdiction of the courts of the
state of California.