License Agreement

1

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.