Terms

Welcome to the DeCential.io website (the "Site").

DeCential Media Inc. ("DeCential" "We" "Us" or "Our") provides the content and services available on the Site to you subject to the following terms and conditions ("Terms and Conditions"). By accessing or using the Site, you are acknowledging that you have read, understand, and agree, without limitation or qualification, to be bound by these Terms and Conditions which include our Privacy Policy and Return Policy, both of which are incorporated herein by reference.

1. Privacy Policy and Return Policy

Please review our Privacy Policy, which also governs your visit to the Site.

2. Intellectual Property

All content available on the Site, including but not limited to text, graphics, logos, button icons, images, audio clips, data compilations and software, and the compilation thereof (collectively, the "Content") is the property of DeCential, our affiliates, partners or licensors, and is protected by United States and international copyright laws.

The trademarks, logos, and service marks displayed on the Site (collectively, the "Trademarks") are the registered and/or unregistered marks of DeCential, our affiliates, partners or licensors, in the United States and other countries, and are protected by United States and international trademark laws.

Except as set forth in the limited licenses in Section 3 below, or as required under applicable law, neither the Content or Trademarks nor any portion of the Site may be used, reproduced, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in whole or in part, for any purpose without our prior written consent.

3. Limited Licenses and Use of the Site

We grant you a limited, revocable, and non-exclusive license to access and make personal use of the Site. This limited license does not include the right to, and you are not permitted to: (i) frame or utilize framing techniques to enclose the Site or any portion thereof; (ii) modify or download the Site or Content (except caching or as necessary to view the Site); (iii) make any use of the Site or Content other than personal use; (iv) create any derivative work based upon either the Site or Content; (v) collect account information for the benefit of yourself or another party; (vi) use any keywords, adwords or any other "hidden text" utilizing our name or the Trademarks or to otherwise use the Trademarks; or (vi) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure.

We also grant you a limited, revocable, and nonexclusive license to create a hyperlink to the home page of the Site for personal, non-commercial use only. A website that links to the Site (i) may link to, but not replicate, our Content; (ii) may not imply that we are endorsing such website or its services or products; (iii) may not misrepresent its relationship with us; (iv) may not contain content that could be construed as distasteful, obscene, offensive or controversial, and may contain only content that is lawful and appropriate for all ages; (v) may not portray us or our products or services, in a false, misleading, derogatory, or otherwise offensive or objectionable manner, or associate us with undesirable products, services, or opinions; (vi) may not use any Trademark; and (vii) may not link to any page of the Site other than the home page. We may, in our sole discretion, request that you remove any link to the Site, and upon receipt of such request, you shall immediately remove such link.

You further agree not to or permit any other person to:

(a) transmit, distribute or upload programs or material that contain malicious code, including, but not limited to viruses, time bombs, cancelbots, worms, Trojan horses, Easter eggs, spyware, or other potentially harmful programs or other materials or information;

(b) send or enable the transmission of junk email, duplicative or unsolicited messages, or so-called “spamming” or “phishing”;

(d) violate any laws, regulations, judicial or governmental order, any treaties, or violate or infringe upon any intellectual property rights, rights of publicity or privacy, or any other rights of ours or of any third party;

(e) gain unauthorized access to the Site; or

(f) improperly display any TCP/IP packet header or part of the header information in any email or other postings.

Any unauthorized use by you of the Site terminates the limited licenses set forth in this Section 3 without prejudice to any other remedy provided by applicable law or these Terms and Conditions.

4. Your Obligations and Responsibilities

In the access or use of the Site, you shall comply with these Terms and Conditions and the special warnings or instructions for access or use posted on the Site. You shall act always in accordance with the law, custom and in good faith. You may not make any change or alteration to the Site or any Content or services that may appear on this Site and may not impair in any way the integrity or operation of the Site. Without limiting the generality of any other provision of these Terms and Conditions, if you breach any of these Terms and Conditions (including our Privacy Policy and Return Policy), you shall be liable for all the losses and damages that this may cause to DeCential.io, our affiliates, partners or licensors.

5. Services

The services available on the Site are for personal use only. You may not sell or resell any of the services you receive from us. We may grant or deny subscription requests in our sole and absolute discretion, including, without limitation, if we believe that it may result in the violation of our Terms and Conditions (including our Privacy Policy).

6. Third Party Links

We are not responsible for the content of any off-website pages or any other websites linked to or from the Site. Links appearing on the Site are for convenience only and are not an endorsement by us. We are not responsible for examining or evaluating the offerings of, off-website pages or any other websites linked to or from the Site, nor do we assume any responsibility or liability for the actions, content, products, or services of such pages and websites, including, without limitation, their privacy policies and terms and conditions.

7. Comments

Our Site may provide you an opportunity to provide comments to articles (“Comments”). At our sole discretion we will determine whether to post your Comments on the Site. In submitting a Comment, you agree to grant us an irrevocable, assignable, worldwide license and sublicense to use your Comment on our Site, media advertisements, social media platforms and any other media of our choosing. You will receive no compensation or royalties for the use of your Comment. If you submit a Comment, you represent and warrant that you own or otherwise control the rights to your Comment. You further represent and warrant that such Comments are not in breach any of these Terms and Conditions, nor do the Comments violate any law or judicial or governmental order. You further represent and warrant that such Comments do not constitute or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false email address, impersonate any person or entity, or otherwise mislead us as to the origin of any Review. You agree to indemnify and hold us harmless from and against any and all claims arising from or in connection with breach of your representations and warranties in this section 8.

9. Copyright Infringement Notification and Procedure

9.1 DeCential respects the rights of others and we expect users of our Site to do the same. These Terms and Conditions prohibit the infringement of the copyrights of others, and it is also our policy that we may remove, suspend, terminate access of, or take other appropriate action against repeat offenders. We may also remove content that in our sole discretion appears to infringe the intellectual property rights of others.

9.2 If you believe that this Site contains text, images, or other elements that infringe your copyrights in your work, please follow these procedures.

9.3 All notifications of claimed copyright infringement related to this Site should be sent only to our Designated Agent identified below. Note that the Designated Agent may change from time to time, so you should check these Terms and Conditions before sending any notification to us. Written notification must be submitted by email or mail to the following Designated Agent:

(a) Name of Agent Designated to Receive Notification of Claimed Infringement:

DeCential Copyright Agent

(b) Full Address of Designated Agent to Which Notification Should be Sent:

DeCential Media Inc., Attn: Copyright Agent

22647 Ventura Blvd Ste 763

Woodland Hills, CA 91364

212-729-1251

(d)Email Address of Designated Agent:

info@DeCential.io

9.4 In order to comply with Title 17, United States Code, Section 512(c)(3)(A), the Notification of Claimed Infringement must include the following:

(a) An electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the copyright owner of the copyrighted work(s);

(b) Identification of the copyrighted work(s) that you or the copyright owner claim has been infringed;

(c) A description of the material that you or the copyright owner claim is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the page as to this Website where it is lawfully posted;

(d) A clear description of where the infringing material is located on our website, including as applicable its URL, so that we can locate the material;

(e) Your name, address, telephone number, and e-mail address;

(f) A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(g) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

10. Disclaimers; Representations and Warranties; Limitation of Liability

WE ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS, LIABILITY OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH OR PROPERTY DAMAGE, RESULTING FROM OR ARISING OUT OF ANYONE'S USE OF THE SITE OR ANY PRODUCTS SOLD THROUGH THE SITE, ANY CONTENT POSTED ON THE SITE OR TRANSMITTED TO OTHER USERS OR ANY INTERACTIONS BETWEEN OR AMONG USERS OF THE SITE, WHETHER ONLINE OR OFFLINE.

THE SITE IS PRESENTED "AS IS" AND "AS AVAILABLE." WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE SITE OR SERVICES OFFFERED THROUGH THE SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. WE DO NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF ANY MATERIALS CONTAINED IN THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE RESPONSIBLE OR LIABLE (WHETHER IN CONTRACT, TORT OR OTHERWISE), UNDER ANY CIRCUMSTANCES, FOR ANY (a) INTERRUPTION OF BUSINESS; (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SITE; (c) DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (D) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-WEBSITE LINKS ON THE SITE; (E) COMPUTER VIRUSES, SYSTEM FAILURES OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITE, INCLUDING DURING HYPERLINK TO OR FROM THIRD PARTY WEBSITES (F) ANY INACCURACIES OR OMISSIONS IN CONTENT OR (G) EVENTS BEYOND OUR REASONABLE CONTROL.

NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, OUR ENTIRE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF THE ACTION, IN NO EVENT SHALL EXCEED THE GREATER OF THE AMOUNT PAID FOR AN AFFECTED SERVICE OR ONE HUNDRED DOLLARS ($100.00). FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE SITE REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

You agree to defend, indemnify and hold us harmless from and against any loss, damages or costs, including reasonable attorneys' fees, resulting from any third party claim, action, or demand resulting from your use of the Site or breach of these Terms and Conditions or Privacy Policy. You also agree to indemnify and hold us harmless from any loss, damages, or costs, including reasonable attorneys' fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.

12. Termination; Survival

12.1. Term. We may terminate, change, suspend, restrict or discontinue any aspect of the Site at any time if we believe you are in breach of these Terms and Conditions or applicable law, or for any other reason in our discretion, without notice or liability. These Terms and Conditions will terminate commensurate with the discontinuance or terminations of your Site use privileges. However, the Terms and Conditions will nevertheless continue to apply and be binding upon you and any persons you represent, jointly and severally, regarding your prior access to and use of the Site and Content, and anything connected with, relating to or arising therefrom.

12.2. Modification and Termination of Site and Services. We may modify or terminate the Site or the services, your access thereto, in part or as a whole, at any time, for any or no reason, and without notice or liability to you.

12.3. Suspension or Termination. We may deny you access to all or part of the Site at any time for any reason (including if you violate these Terms and Conditions, as determined in our sole and absolute discretion) or no reason at all. If we terminate for no reason your right to access the Site, we will fulfill our obligations to you related to any orders outstanding at the time of termination.

12.4. Effect of Termination. If you terminate your account, you will remain liable under these Terms and Conditions for any order placed prior to termination. If we terminate your right to access the Site, these Terms and Conditions will terminate and all rights you have to access the Site will immediately terminate.

13. Disputes

With respect to any dispute regarding the Site or these Terms and Conditions, all rights and obligations and all actions concerning these Terms and Conditions, shall be governed by the laws of California, as if these Terms and Conditions was a contract wholly entered into and wholly performed within California. Any dispute relating in any way to your visit to the Site or these Terms and Conditions shall be submitted to confidential arbitration before a single neutral arbitrator in Los Angeles, California. Arbitration under this agreement shall be conducted under the rules then prevailing of American Arbitration Association ("AAA"). YOU AND DECENTIAL MEDIA INC. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING (“CLASS ACTION”). Further, unless both you and DECENTIAL MEDIA INC. agree otherwise in a signed writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. YOU UNDERSTAND AND AGREE THAT, BY AGREEING TO THESE TERMS AND CONDITIONS, YOU AND DECENTIAL MEDIA INC. ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THESE TERMS AND CONDITIONS SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT. Without limiting the generality of the foregoing, in the event that any party seeks public injunctive relief, such party may seek relief in a court of competent jurisdiction. If these Class Action restrictions are ever deemed illegal or unenforceable, they shall be severed from this arbitration provision. In that event, any Class Action shall by exempted from this arbitration provision and brought in court of competent jurisdiction, in connection therewith and each of the parties consent to the sole and exclusive jurisdiction of the state and federal courts of the State of California, in Los Angeles. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

15. General

You acknowledge and agree that these Terms and Conditions, which include our Privacy Policy, constitute the complete and exclusive agreement between us concerning your use of the Site, and supersede and govern all prior proposals, agreements, or other communications.

We reserve the right, in our sole discretion, to change these Terms and Conditions at any time by posting the changes on the Site and any changes are effective immediately.

Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, or other form of joint enterprise between us. Our failure to require your performance of any provision hereof shall not affect our full right to require such performance at any time thereafter, nor shall our waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of these Terms and Conditions shall be unenforceable or invalid under any applicable law or be so held by any applicable arbitral award or court decision, such unenforceability or invalidity shall not render these Terms and Conditions unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.