Terms and Conditions

These terms are the agreement between Sodasoft, a company registered in Wyoming with its address at 30 N Gould St, Sheridan, WY 82801, United States, and the organisation that holds a Decimio account. "We" and "us" mean Sodasoft. "You" means that organisation, and each person you let use your workspace. By opening an account, or by using Decimio, you agree to them.

1. What the service is

Decimio finds businesses and people at those businesses, adds business contact and company data to lists you provide or build, ranks them against a profile you define, and lets you export the result. We draw on our own store of data and on data suppliers we contract with. You pay in credits, described in section 7, and in the Refund Policy.

We may change, add to or withdraw features. If we withdraw something you materially rely on, we will tell account holders by email before it takes effect.

2. Accounts and eligibility

• Business use only. Decimio is sold to organisations for their own business purposes. It is not offered to consumers and it is not for personal use.
• By invitation. Accounts are created by us. We are not obliged to grant one, and we may decline without giving a reason.
• Capacity. Whoever accepts these terms confirms they are at least 18 and authorised to bind the organisation named on the account.
• Your users. You are responsible for who you let into your workspace and for what they do in it. Sign-in is by a link sent to a work email address; treat that link as a credential and do not forward it.
• Accuracy. Keep your account and billing details current. Notices we send to the address on the account are treated as received.

3. Acceptable use

This section is not boilerplate. Decimio produces contact details for real people, and how you use them is the part of this agreement we care about most.

You must not use Decimio, or anything it delivers to you:

• For unlawful discrimination. You must not use it to screen, select, exclude, rank or target people on the basis of a protected characteristic, or in connection with a decision about employment, housing, credit, insurance, education or healthcare. Decimio is not a consumer reporting agency and its data is not a consumer report within the meaning of the Fair Credit Reporting Act. It must not be used for any purpose regulated by that Act.
• To harass, threaten, stalk or intimidate anybody, or to build a profile of a person for a purpose unconnected with their professional role, or to contact somebody at a personal address or number when what you actually want is to reach them privately.
• In breach of the law that governs the message you send. That includes, without limiting it, the CAN-SPAM Act and the Telephone Consumer Protection Act in the United States, the GDPR and the ePrivacy rules in the European Economic Area, the Privacy and Electronic Communications Regulations in the United Kingdom, Canada's Anti-Spam Legislation, and the applicable rules in the United Arab Emirates. Where the law requires consent, an opt-out, a sender identity, a physical address or a suppression check before you send, that obligation is yours.
• To ignore somebody who has told you to stop. You must honour an opt-out or unsubscribe request promptly and permanently, keep your own suppression list, and pass on to us at privacy@decimio.com any request that we remove a person from our own data.
• To resell, redistribute or publish the raw data. You may use what we deliver inside your own organisation and for your own outreach. You may not sell it, licence it, syndicate it, post it publicly, or make it available as a dataset or through an interface of your own.
• To build a competing dataset or to train a model. You must not use delivered data to assemble a contact database offered to third parties, and you must not use it as training data for a machine learning model.
• To attack, probe or overload the service, to circumvent a usage limit, a paywall or a rate limit, to scrape the interface, to reverse engineer the platform, or to open more than one account in order to take the same free allowance twice.

You must also comply with export control and sanctions law, and you may not use Decimio if you are subject to sanctions that would prohibit it.

If you are unsure whether an intended use is permitted, ask us at legal@decimio.com before you start. We would rather answer the question than terminate the account.

4. Data we will not give you

Some requests are refused by the software rather than by us. Personal email addresses and mobile telephone numbers are refused in every country unless we have affirmatively approved that jurisdiction and recorded the basis. Where a restriction applies to a request, we will not route around it by asking a different supplier, and we will tell you the region and the kind of data involved. A refusal on these grounds is not a fault in the service, and nothing is charged for it.

5. Your data, and our two roles

The lists you upload are yours. We hold and process them on your instructions, as your processor, and we do not make the values you upload available to any other customer.

When you ask us to search for or enrich a person, the identity you gave us tells us whom to ask our own sources about. What comes back about that person is also yours: we process it as your processor, on your instruction, and it is written against your workspace and no other's. We do not make it available to any other customer either. Buying access to a value gives you the right to use it under these terms; it does not give you exclusivity in it and it does not transfer ownership of it.

Data about a business or company as such - not about an identifiable person - is different. That data is ours: we are the controller of it, we hold it in a store shared across customers, and we may provide the same company fact to another customer, subject to the terms of the source it came from.

The Privacy Policy describes both halves of this in full, and it is the section to read if the distinction matters to your own compliance position.

6. What you promise us about the lists you upload

This is the most important promise you make in this agreement, and the one we rely on.

Each time you upload, import or otherwise put data into Decimio, you warrant that:

• you have the right to do it, and providing it to us and instructing us to process it does not breach any law, contract, licence, terms of service or duty of confidence you are subject to;
• you have a lawful basis for processing the personal data in it and for instructing us to process it on your behalf, and where the applicable law requires consent, you have it;
• you have given the people in the list whatever notice the law requires, including any notice about disclosure to a service provider like us;
• you have removed anybody who has objected to their data being processed by you or who has asked to be left alone, and you will keep doing so;
• the data does not include special category data under Article 9 of the GDPR, sensitive personal information under the CCPA, government identifiers, financial account details, health information, or data about children;
• the data was not harvested from a service in breach of its terms, by purchasing a list whose provenance you cannot account for, or from a source you know or suspect obtained it unlawfully.

We do not check any of this and we cannot. We rely on your warranty, and the indemnity in section 14 is what stands behind it.

7. Credits

• Prepaid. Credits are bought in advance, whether as a plan allocation or as a top-up. They are a unit of account for using Decimio and they are not money, not a deposit, not a stored value instrument and not a security.
• No cash value. Credits cannot be exchanged for cash and are not redeemable except by using the service.
• Non-transferable. Credits belong to one workspace. They cannot be sold, assigned, gifted, pooled with another customer's balance or moved between workspaces except with our written agreement.
• They expire. Top-up credits are valid for 12 months from purchase unless local law or a written enterprise agreement requires a different period. Plan credits roll over while the paid plan remains active, up to three times the current monthly allocation, and lapse when the plan ends. Your balance and the credits closest to expiring are shown in your account.
• Oldest first. When you spend, we consume the credits closest to expiry first, so a balance is used before it lapses rather than after.
• Charged on delivery, never on attempt. Running a job places a reservation against your balance. You are charged only for outcomes actually delivered, and anything reserved and not used is released. A cancelled job settles only what was delivered.
• Partial results are charged in part. Where a package is only partly fulfilled, you pay for the parts delivered and not for the parts that were not.
• Already bought is free to look at again. Once your workspace has paid for a value, viewing or exporting it again costs nothing. A newer refresh of it is a new purchase.
• The price is fixed when a job starts. Prices are set by a versioned rate card. A job locks the rate card in force when it begins, so a price change part way through does not alter what that job costs.
• Corrections are new entries. A credit back is added to your balance as a new line. We never edit or delete a past charge, so a correction is visible on your statement rather than hidden in it.

Prices, plan allocations and rate cards may change. A change takes effect at your next renewal or, for top-ups, from the date we publish it. It does not change what you have already been charged.

8. What we do not promise about the data

Data about people and companies changes constantly and comes to us from third parties. We are honest about what that means.

• No warranty of accuracy. We do not warrant that any value is accurate, current or complete. We label what we deliver so you can judge it: verified, high confidence, catch-all, unverified, stale, or historical. A value shown as historical carries the date it was true and must not be treated as current.
• No warranty of coverage. We do not promise that we can find a person, a company or a field, or that any particular proportion of a list will be filled. Where we cannot find something, we return nothing and charge nothing rather than returning a guess.
• No warranty of fitness. Whether the data is fit for what you intend to do with it is your judgement, not ours, and section 3 sets out uses it is never fit for.
• No outcome promised. We do not promise replies, meetings, deliverability or revenue.
• The remedy for bad data is the Refund Policy. If we sell you a verified contact detail that is demonstrably wrong, tell us within the window set out there and we will check it and credit the portion back. That process is the agreed remedy for a data quality complaint.

Except as expressly stated in these terms, the service and everything delivered through it are provided "as is" and "as available", and we disclaim all other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, accuracy and non-infringement, to the fullest extent the law allows.

9. Intellectual property

We own Decimio: the software, the interface, the ranking and scoring methods, our brand, and the store of data we have assembled, including the structure, selection and arrangement of it. Nothing in these terms transfers any of it to you.

While your account is in good standing we grant you a non-exclusive, non-transferable, revocable licence to use the service, and to use the data delivered to you inside your own organisation for your own business purposes, subject to section 3. That licence ends when your account does, except that data you lawfully exported before termination may continue to be used for your own outreach in accordance with these terms and applicable law.

You keep everything you own in the lists you upload. You grant us the licence we need to host, process, index and enrich them in order to provide the service, and to keep the aggregate, non-identifying operational records we use to run and improve the platform.

If you send us feedback we may use it without obligation to you.

10. Confidentiality

Each of us may learn things about the other that are not public. Both of us will keep them confidential, use them only to perform this agreement, protect them at least as carefully as our own confidential information, and return or destroy them on request. This does not cover information that is public through no breach, was already known, is independently developed, or must be disclosed by law, in which case the disclosing party will give notice if it lawfully can.

Our pricing, our rate cards, the identity of our data suppliers, our routing and our internal cost data are our confidential information. Your lists and your customer data are yours.

11. Data protection

For personal data about the people your workspace's uploads, searches and enrichments concern, you are the controller and we are your processor. Our Data Processing Agreement sets out what we do with it, what we do not, the security measures, the sub-processor position, the international transfer mechanism and our assistance with data subject requests. It is available from legal@decimio.com and, once signed, forms part of this agreement. Where it and these terms conflict on the processing of your data, it prevails.

For data about a business or company as such - not about an identifiable person - we are the controller, and the Privacy Policy governs it. That data is not processed on your instructions and is not covered by the Data Processing Agreement.

If a person asks you to stop contacting them, or asks you where you got their details, tell them and tell us. We will suppress them across every workspace and every customer, and no later import will bring them back.

12. Availability and support

We aim to keep Decimio available and to answer support requests promptly, and we do not offer a service level commitment or an uptime guarantee today. We would rather say that than publish a number we do not yet measure. If and when we offer one, it will be a separate written document. Maintenance, a supplier outage or a third party failure may interrupt the service.

13. Suspension and termination

• By you. You may close your account at any time by writing to us. Section 7 and the Refund Policy govern what happens to any credits you still hold.
• By us, for cause. We may suspend or terminate immediately if you breach section 3 or section 6, if payment fails, if we are required to by law or by a supplier's terms, or if your use puts the service or other customers at risk. Suspension ends every signed-in session on your workspace at once.
• By either of us, for convenience. Either of us may end the agreement on 30 days' written notice.
• What survives. Sections 3, 6, 9, 10, 14, 15, 16 and 17 survive termination, together with any payment obligation already incurred.
• Erasure. On request after termination we will erase your workspace. What that deletes and what it keeps, and why the accounting has to survive it, is set out in the Privacy Policy.

14. Liability, and your indemnity to us

Neither of us is liable to the other for loss of profit, revenue, goodwill, anticipated savings, business opportunity or data, or for any indirect or consequential loss, however it arises.

Our total liability to you for all claims arising out of or connected with this agreement, whether in contract, tort including negligence, or otherwise, is limited in aggregate to the greater of the fees you paid us in the twelve months before the event giving rise to the claim, and USD 100.

Nothing in these terms limits liability that cannot lawfully be limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

You will indemnify us against any claim, demand, investigation, fine, loss, liability and reasonable legal cost arising out of or connected with: the data you upload and your warranties about it in section 6; your use of anything we deliver, including the messages you send and how you send them; your breach of section 3; and any claim by a person whose data you processed that you had no right to do so. We will tell you promptly about any such claim, will not settle it without your agreement, and will let you conduct the defence with counsel we reasonably approve.

15. Governing law and where disputes are heard

This agreement, and any dispute arising out of it or its subject matter, is governed by the law of the State of Wyoming, United States, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The state and federal courts sitting in Sheridan County, Wyoming have exclusive jurisdiction, and both of us submit to them. Either of us may seek injunctive relief for misuse of confidential information or intellectual property in any court that has jurisdiction.

If you are in the European Economic Area or the United Kingdom. Decimio is sold only to organisations acting in the course of a business, so consumer protection law is not intended to apply. Nothing in this section, however, deprives a person who is nonetheless a consumer under the law of their country of residence of the protection of the mandatory rules of that law, or of the right to bring proceedings in the courts of the country where they live. Mandatory data protection law, and the right to complain to a supervisory authority described in the Privacy Policy, apply regardless of this section.

We each waive any right to a jury trial and to bring a claim as part of a class or representative action, to the extent that waiver is enforceable where you are.

16. Changes to these terms

We may change these terms. For a change that materially affects your rights or obligations we will give account holders at least 30 days' notice by email before it takes effect, and you may end the agreement before then if you do not accept it. Other changes take effect when published. The version and date at the top say which version you are reading, and we keep the previous version available on request.

17. Notices and general

• Notices to you are sent to the email address on your account and are treated as received the next business day.
• Notices to us go to legal@decimio.com, and for anything formal also by post to Sodasoft, 30 N Gould St, Sheridan, WY 82801, United States.
• Whole agreement. These terms, the Privacy Policy, the Cookie Policy, the Refund Policy and any Data Processing Agreement or order form we sign are the whole agreement between us, and replace anything said before.
• Assignment. You may not assign this agreement without our written consent. We may assign it to a group company or in connection with a sale of the business.
• No partnership. Nothing here makes either of us the other's agent, partner or employer.
• Severance and waiver. If a provision is unenforceable, the rest stands. Not enforcing something once does not waive it.
• Third parties. Nobody other than you and us may enforce these terms.
• Force majeure. Neither of us is liable for a failure caused by something genuinely outside our control.