Privacy Policy

Privacy is very important to us. Our privacy practices are held to high standards by outside organizations such as TRUSTe. For more information on TRUSTe, please go to http://www.truste.org. As part of the normal operation of our services we collect and, in some cases, disclose information about you. This Privacy Policy describes the information we collect about you and what may happen to that information. Although this policy may seem long, we have prepared a detailed policy because we believe you should know as much as possible about The Tire Club practices so that you can make informed decisions. The privacy practices of this statement apply to the The Tire Club website and apply generally to our subsidiaries or joint venture partners websites (collectively the "Site") whose specific privacy policies are available from our other pages. All of our subsidiaries and joint venture partners operate under similar privacy practices as described in this Privacy Policy and, subject to the requirements of applicable law, we strive to provide a consistent set of privacy practices throughout the global The Tire Club trading community. As described below, some of your personally identifiable information is disclosed to third parties and used by us and third parties. By accepting the User Agreement, you expressly consent to our use and disclosure of your personally identifiable information. This Privacy Policy is incorporated into and subject to the terms of the The Tire Club Sophio User Agreement.

Table of Contents

1. A Special Note About Children.

Children are not eligible to use our services and we ask that minors (under the age of 18) do not submit any personal information to us. If you are a minor, you can use this service only in conjunction with your parents or guardians.

2. Information We Collect.

Our primary goal in collecting personal information is to provide you with a smooth, efficient, and customized experience. This allows us to provide services and features that most likely meet your needs, and to customize our service to make your experience easier.

Under some circumstances we may require some additional financial information, such as, but not limited to: if you are registering using an email account at a free email service, or registering to sell on our site. We use your financial information, including credit card information to verify your name, address, and other information, as well as to bill you for your use of our services.

We automatically track certain information based upon your behavior on our site. We use this information to do internal research on our users' demographics, interests, and behavior to better understand and serve you and our community. This information may include the URL that you just came from (whether this URL is on our site or not), which URL you next go to (whether this URL is on our site or not), what browser you are using, and your IP address.

We use data collection devices such as "cookies" on certain pages of our site. "Cookies" are small files placed on your hard drive that assist us in providing customized services. We also offer certain features that are only available through the use of a "cookie". We also use cookies to allow you to enter your password less frequently during a session. Cookies can also help us provide information which is targeted to your interests. Most cookies are "session cookies," meaning that they are automatically deleted from your hard drive at the end of a session. You are always free to decline our cookies if your browser permits, although in that case you may not be able to use certain features on our site and you may be required to reenter your password more frequently during a session.

Additionally, you may encounter "cookies" or other similar devices on certain pages of our site that are placed by third parties. For example, if you view a web page created by a user, there may be a "cookie" placed within that web page. We do not control the use of cookies by third parties.

If you choose to bid, buy or sell on our site, we collect information about your bidding, buying and selling behavior. We also collect other users' comments about you in our feedback area.

If you establish a credit account with us to pay the fees we charge, we collect some additional information, including a billing address, a credit card number and a credit card expiration date and tracking information from checks or money orders.

If you choose to post messages in our Cafes, chat rooms or other message areas or leave feedback for other users, we will collect that information you provide to us.

If you send us personal correspondence, such as emails or letters, or if other users or third parties send us correspondence about your activities or postings on the Site, we may collect such information into a file specific to you.

If you register for The Tire Club on another web site or use a web site providing a service for The Tire Club or a web site that helps facilitate your activity on The Tire Club , that web site may provide personal information about you and your transactions back to The Tire Club.

For a chart showing what information we collect from or about you, and who has access to that information, please see the Appendix.

3. Our Use of Your Information.

We use information in the file we maintain about you, and other information we obtain from your current and past activities on the Site, to resolve disputes, troubleshoot problems and enforce our User Agreement. At times, we may look across multiple users to identify problems or resolve disputes, and in particular we may examine your information to identify users using multiple User IDs or aliases.

If you choose to list an item for sale on our site or open a credit account, we use your address and billing information to bill you and provide associated support.

You agree that we may use personally identifiable information about you to improve our marketing and promotional efforts, to analyze site usage, improve our content and product offerings, and customize our site's content, layout, and services. These uses improve our site and better tailor it to meet your needs.

You agree that we may use your information to contact you and deliver information to you that, in some cases, are targeted to your interests, such as targeted banner advertisements, administrative notices, product offerings, and communications relevant to your use of the Site. By accepting the User Agreement and Privacy Policy, you expressly agree to receive this information. If you do not wish to receive these communications, we encourage you to opt out of the receipt of certain communications on the notification page. You may make changes to your notification preferences at any time.

4. Our Disclosure of Your Information.

Due to the existing regulatory environment, we cannot ensure that all of your private communications and other personally identifiable information will never be disclosed in ways not otherwise described in this Privacy Policy. By way of example (without limiting the foregoing), we may be forced to disclose information to the government or third parties under certain circumstances, third parties may unlawfully intercept or access transmissions or private communications, or users may abuse or misuse your information that they collect from our Site. Therefore, although we use industry standard practices to protect your privacy, we do not promise, and you should not expect, that your personally identifiable information or private communications will always remain private.

As a matter of policy, we do not sell or rent any personally identifiable information about you to any third party. However, the following describes some of the ways that your personally identifiable information may be disclosed.

The Tire Club Community. Throughout the Site, you are identified by your User ID. If you select your email address as your User ID you will disclose your email address to other users and third parties. As a result, other users and third parties might send you unsolicited email and be able to personally identify all of your public activities on the Site. Although our pages are coded with robot exclusion headers, others may illegally attempt to automatically collect your email address from our site. We describe how to change your User ID below in Section 8. Even if your User ID is not your email address, your User ID can be used to identify you and your activities throughout the Site. Other people can see your bids, items that you have purchased in the past, your feedback rating and associated comments, your postings on the Site, and so on. We also provide a number of ways to allow other users to find out more about you and your site activities, such as our feature that allows users to quickly see all of the items you are offering at the time. If you are involved in a transaction, we have a feature that allows other users to view your email address and obtain your contact information.

External Service Providers. There are a number of services offered by external service providers that help you use our Site (e.g., co-branded sites, listing agents, escrow, authentication, mediation). If you choose to use these optional services, disclose information to the external service providers, and/or grant them permission to collect information about you, then their use of your information is governed by their privacy policy. We may, for your convenience, provide some of your personally identifiable information to the external service provider offering such services. However, before we disclose your personally identifiable information to an external service provider, you will see what data is about to be sent and have the ability to approve the disclosure. To prevent our disclosure of your personally identifiable information to an external service provider, you can decline such disclosures or simply not use their services. Because we do not control the privacy practices of these third parties, you should evaluate their practices before deciding to use their services. Users who register on a The Tire Club or Sophio co-branded web site (for example, Sophio.com, B2CCentral.com, Google); permission to pass your email address back to that co-branded web site and affiliated web sites. The use of such information by the co-brand and affiliated web sites is limited by their applicable privacy policies.

Internal Service Providers. We may use internal service providers to facilitate our services (e.g., search, discussion boards, surveys) and therefore we may provide some of your personally identifiable information directly to them. In some instances, the internal service provider may collect information directly from you (such as the situation where we ask a internal service provider to conduct a survey for us). In these cases, you will be notified of the involvement of the internal service provider, and all information disclosures you make will be strictly optional. In all cases, these internal service providers' use of information we supply them is restricted by confidentiality agreements. If you provide additional information to an internal service provider directly, then their use of your information is governed by their applicable privacy policy.

Other Corporate Entities. We share much of our data, including personally identifiable information about you, with our subsidiaries and joint ventures that are committed to serving your online trading needs and related services, throughout the world. To the extent that these entities have access to your information, they will treat it at least as protectively as they treat information they obtain from their other users. Our subsidiaries and joint ventures follow privacy practices no less protective of all users than our practices described in this document, to the extent allowed by applicable law. It is possible that The Tire Club, its subsidiaries, its joint ventures, or any combination of such, could merge with or be acquired by another business entity. Should such a combination occur, you should expect that The Tire Club would share some or all of your information in order to continue to provide the service.

Legal Requests. The Tire Club cooperates with law enforcement inquiries, as well as other third parties to enforce laws, such as: intellectual property rights, fraud and other rights. We can (and you authorize us to) disclose any information about you to law enforcement or other government officials as we, in our sole discretion, believe necessary or appropriate, in connection with an investigation of fraud, intellectual property infringements, or other activity that is illegal or may expose us or you to legal liability. Further, we can (and you authorize us to) disclose your User ID, name, street address, city, state, zip code, country, phone number, email, and company name to The Tire Club   participants as we in our sole discretion believe necessary or appropriate in connection with an investigation of fraud, intellectual property infringement, piracy, or other unlawful activity.

5. Your Use of Other Users' Information.

In order to facilitate interaction among all The Tire Club community members, our service allows you limited access other users' contact information. As a seller you have access to the User ID, email address and other contact information of the buyer or winning bidder(s), and as a buyer or winning bidder you have access to the User ID, email address and other contact information of the seller.

By entering into our User Agreement, you agree that, with respect to other users' personally identifiable information that you obtain through the Site or through an The Tire Club -related communication or The Tire Club and -facilitated transaction, The Tire Club and hereby grants to you a license to use such information only for: (a) The Tire Club -related communications that are not unsolicited commercial messages, (b) using services offered through The Tire Club and CounterCat and or Sophio  (e.g. escrow, insurance, shipping and fraud complaints), and (c) any other purpose that such user expressly agrees to after adequate disclosure of the purpose(s). In all cases, you must give users an opportunity to remove themselves from your database and a chance to review what information you have collected about them. In addition, under no circumstances, except as defined in this Section, can you disclose personally identifiable information about another user to any third party without our consent and the consent of such other user after adequate disclosure. Note that law enforcement personnel, program participants, and other rights holders are given different rights with respect to information they access.

The Tire Club and CounterCat and or Sophio  and our users do not tolerate spam. Therefore, without limiting the foregoing, you are not licensed to add an The Tire Club and CounterCat and or Sophio  user, even a user who has purchased an item from you, to your mail list (email or physical mail) without their express consent after adequate disclosure. To report The Tire Club related spam to The Tire Club , please send an email to sales@thetireclub.com

6. Use of Email Tools.

You may not use the Email This to a Friend service or other email forwarding services that we offer to send spam or otherwise send content that would violate our User Agreement. We do not permanently store the email messages or the email addresses.

If you send and email using the Email This to a Friend service to an email address that is not registered in our community, we do not use that email addresses for any purpose other than to send your email. We do not rent or sell these email addresses. We generally discard the email addresses some time after they have been used to send your email.

7. Control of Your Password

You are responsible for all actions taken with your User ID and password, including fees. Therefore we do not recommend that you disclose your The Tire Club password to any third parties. If you choose to share your User ID and password or your information with third parties to provide you additional services, you are responsible for all actions taken with your User ID and password and therefore you should review that third party's privacy policy. If you lose control of your password, you may lose substantial control over your personally identifiable information and may be subject to legally binding actions taken on your behalf. Therefore, if your password has been compromised for any reason, you should immediately change your password as detailed in Section 8.

8. Reviewing and Changing Your Personally Identifiable Information.

Following registration, you can review and change the information you submitted during registration including:

Your User ID and email address. If you change your User ID we keep track of your old User ID(s) and your new User ID. Your registration information such as: name, company, address, city, state, zip code, country, primary phone number, secondary phone number, fax number and gender. Your password. Your credit card number and expiration date, and other financial information. You must promptly update your information if it changes. Once posted, you cannot change or remove any public postings made in our chat rooms or other message areas or the feedback area.

Upon your request, we will deactivate your account, contact information, and financial information from our active databases. To make this request, email sales@thetireclub.com. Such information will be deactivated as soon as reasonably possible in accordance with our deactivation policy and applicable law.

We will retain in our files information you have requested to remove in some circumstances, such as to resolve disputes, troubleshoot problems and enforce our User Agreement. Further, such prior information is never completely removed from our databases due to technical and legal constraints, including stored "back up" systems. Therefore, you should not expect that all of your personally identifiable information will be completely removed from our databases in response to your requests.

9. Other Information Collectors.

Except as otherwise expressly included in this Privacy Policy, this document only addresses the use and disclosure of information we collect from you. To the extent that you disclose your information to other parties, whether they are bidders, buyers or sellers on our Site or other sites throughout the Internet, different rules may apply to their use or disclosure of the information you disclose to them. To the extent that we use third party advertisers, they adhere to their own privacy policies. Since The Tire Club does not control the privacy policies of third parties, you are subject to the privacy policies of that third party. We encourage you to ask questions before you disclose your personal information to others.

10. Security.

The Tire Club CounterCat and or Sophio use industry standard practices to safeguard the confidentiality of your personal identifiable information, including "firewalls" and Secure Socket Layers. The Tire Club and CounterCat and or Sophio treats data as an asset that must be protected against loss and unauthorized access. We employ many different security techniques to protect such data from unauthorized access by users inside and outside the company. However, "perfect security" does not exist on the Internet.

11. Notice.

We may change this Privacy Policy from time to time based on your comments and our need to accurately reflect our data collection and disclosure practices. All changes to this policy are effective after we provide you with at least thirty (30) days' notice of the changes by posting the changes on the announcements board and sending email to users who select such notification preference. We provide you with thirty (30) days notice to allow you the opportunity to notify The Tire Club if you do not agree to such changes as described in Section 8.

12. Products.

We carry the following. BMW Parts, Mercedes Parts, Volvo Parts, Audi Parts, GM Parts, Ford Parts, Honda Parts, Jaguar Parts, Lexus Parts, Nissan Parts, Porsche Parts, Saab Parts, Volkswagen Parts, performance parts, and accessories for all foreign, domestic, and import vehicles.

Terms of Use

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY USING THE SOPHIOSOFT WEB SITE (SOPHIO) site, YOU AGREE TO THE TERMS CONTAINED IN THESE TERMS OF USE (THE AGREEMENT). THE PARTIES CONFIRM THAT THIS AGREEMENT AND ALL RELATED DOCUMENTATION IS AND WILL BE DRAFTED IN ENGLISH. IN CERTAIN CASES THE TERM E-STORE MAY PERTAIN TO OUR B2C OR B2B SOFTWARE. THE SOPHIOSOFT.COM WEBSITE WILL ALSO APPLY TO CUSTOMER'S HOSTED WEBSITES.

INTELLECTUAL PROPERTY OWNERSHIP

Any and all intellectual property rights associated with the SOPHIO SOFTWARE Site and the text, software, music, sound, photographs, video, graphics, domain names, URL's, advertisements, commercially produced information, and other materials contained on the SophioSoft.com Site (SOPHIO Content), including without limitation any inventive concepts, know-how, publicity rights, trademarks, trade-dress, trade secrets, copyrights and patents (Intellectual Property), are the sole property of SOPHIO (SOPHIO) or its third party licensors, and, except as provided in this Agreement, may not be copied, reproduced, modified, uploaded, downloaded, transmitted, or distributed in any way. Except as provided in this Agreement, SOPHIO does not grant to you any express or implied rights to SOPHIO's or any third party's Intellectual Property. The SOPHIO Intellectual Property is protected by copyright, trade secret, and other intellectual property laws and by international treaties, all of which provide rights and obligations that are supplemental to the rights and obligations set forth in this Agreement.

USE OF SOPHIO CONTENT

You understand and agree that you are permitted to use SOPHIO Content only as expressly authorized by SOPHIO or its third party licensors, as applicable. You may download, view, copy and print SOPHIO Content, subject to the following: (a) the SOPHIO Content may be used solely for personal, informational, non-commercial purposes; (b) proprietary rights notices may not be removed or altered; and (c) the SOPHIO Content may not be modified or altered in any way.

TRADEMARKS

All SOPHIO graphics, logos, page headers, button icons, scripts, commercial markings and service names are registered trademarks, trademarks or trade dress of SOPHIO. SOPHIO's trademarks and trade dress may not be used in connection with any product or service that is not SOPHIO's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits SOPHIO. All other trademarks not owned by SOPHIO that appear on the SophioSoft.com Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by SOPHIO

USER RESPONSIBILITIES

In consideration for your use of the SophioSoft.com Site or software, you must: (1) provide all equipment necessary for accessing and utilizing the SophioSoft.com Site; (2) provide for your own access to the World Wide Web and pay any telephone service fees or other charges associated with your access; and (3) agree to adhere to the terms of this Agreement. If you decide to purchase products or services through the SophioSoft.com Site via the E-Store, you agree to: (1) provide certain current, complete, and accurate information about yourself as prompted to do so during checkout (this information will be referred to as Customer Information); and (2) maintain and update your Customer Information as required to keep it current, complete and accurate. All Customer Information will be handled in accordance with the terms of the SOPHIO Privacy Policy. SOPHIO reserves the right to terminate your right to use the SophioSoft.com Site or block your access to the SophioSoft.com Site if SOPHIO learns that you have provided SOPHIO with false, inaccurate or misleading Customer Information or that you have otherwise violated this Agreement. SOPHIO reserves the right to change its criteria for allowing access to the SophioSoft.com Site, at any time, in its sole discretion.

LINKS TO OR COMMUNICATIONS WITH THIRD PARTY WEB SITES AND SERVICES

Any links, including click-through and other advertisements and promotions, on the SophioSoft.com Site to third party web sites or resources are provided solely for your convenience. By clicking on any link to a third party web site you acknowledge and agree that, unless expressly stated otherwise: (1) you will be leaving the SophioSoft.com Site; (2) SOPHIO has not reviewed, does not monitor, and has no control over the content, advertising, order fulfillment, billing, customer service, products, or availability of any third party web sites or resources, and you bear all risks associated with the use of third party web sites or resources; and (3) SOPHIO is not responsible or liable, directly or indirectly, for any loss or damage of any sort incurred or alleged to be caused by or in connection with your use of or reliance on any content, products, or services available on third party web sites or resources, or for your purchase of products from third party web sites whose products may also be offered through the SophioSoft.com Site.

USER MATERIALS

The SophioSoft.com Site contains e-mail and other functions for you to provide files, data, media, orders, product inquiries, graphics, text or other information to SOPHIO (User Materials). You hereby grant (or warrant that the owner of rights to the content or information has expressly granted) SOPHIO the world-wide, royalty free and non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works of, distribute, perform, and display User Materials (in whole or in part) and to incorporate them in other works in any form, media, or technology now known or later developed on the SophioSoft.com Site. User Materials do not include your Customer Information, which is handled in accordance with the SOPHIO Privacy Policy. You agree not to provide SOPHIO with any User Materials that are confidential. You understand that the technical processing and transmission of information on the SophioSoft.com Site may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. In the event that you make accessible communications or other materials that infringe the copyrights of a third party, SOPHIO will terminate your access to the SophioSoft.com Site in accordance with SOPHIO's Copyright Policy as set forth below.

PERSONALLY IDENTIFIABLE INFORMATION

For detailed information regarding SOPHIO's use of your Customer Information and any other personally identifiable information you may submit, please read our Privacy Policy.

IDEA SUBMISSION POLICY

SOPHIO will not accept or consider unsolicited ideas, including without limitation ideas for new products, services, advertising campaigns, promotions, technologies, processes, materials, marketing plans, or product names. The purpose of this policy is to avoid potential misunderstandings or disputes when SOPHIO products or services (collectively, SOPHIO Products) might seem similar to ideas submitted to SOPHIO. Please do not send your unsolicited ideas or any original materials (e.g., creative artwork, samples, demos, or other works) to SOPHIO or anyone at SOPHIO. If, despite this request, you still send us your ideas and materials, please understand that SOPHIO will not treat your ideas or materials as confidential or proprietary.

TERMINATION

SOPHIO may terminate this Agreement at any time with or without cause. You agree that SOPHIO, in its sole discretion, may terminate your access to all or a portion of the SophioSoft.com Site, cancel any orders you have placed for products or services via the E-Store, and remove and discard any User Materials or Customer Information within the SophioSoft.com Site, for any reason, including, without limitation, lack of use, or if SOPHIO believes that you have violated this Agreement. You agree that any termination of your access to the SophioSoft.com Site may be effected without prior notice, and acknowledge and agree that SOPHIO may delete your account information in accordance with the SOPHIO Privacy Policy and/or prevent any further access to the SophioSoft.com Site. Further, you agree that SOPHIO will not be liable to you or any third party as a result of SOPHIO's termination of your access to the SophioSoft.com Site. Should you object to any provision of this Agreement or any subsequent modifications to it, or become dissatisfied with the SophioSoft.com Site in any way, your only recourse is to cancel your account by sending a request for cancellation to sales@sophiosoft.com. Upon confirmation of your request, your account will be cancelled and all your User Materials and Customer Information will be deleted in accordance with the SOPHIO Privacy Policy.

ACCEPTABLE USE

In consideration of your use of the SophioSoft.com Site, you understand and agree that you are solely and entirely responsible for any and all activities that occur under your account. You agree to immediately notify SOPHIO of any unauthorized use of your account or any other breach of security of which you are aware.

You agree that you will use the SophioSoft.com Site in a manner that complies with all applicable, international, federal, state, and local laws, and, subject to SOPHIO's obligations under its Privacy Policy, you acknowledge that you are solely responsible for any User Materials that you upload, download, transmit or otherwise process using the SophioSoft.com Site.

You agree not to:

(a) upload, download or transmit via the SophioSoft.com Site any User Materials that are offensive, vulgar, profane, obscene, sexually explicit, pornographic, inflammatory, harassing, excessively violent, threatening, tortuous, invasive of another's privacy or publicity rights, abusive, hateful, libelous or defamatory, plagiarized, harmful to minors, racially, ethnically, or otherwise objectionable in any way, infringe any patent, trademark, copyright, rights of publicity, or other intellectual property right, would constitute or encourage a criminal offense, violate the rights of any party, would otherwise give rise to criminal or civil liability or violate any local, state, national, or international law, contain direct links (by a single click) to web sites that contain information of the kind described in this section, or constitute unsolicited promotions, advertising materials, "spam," chain-letters, or other such solicitation;

(b) use the SophioSoft.com Site to publicly broadcast, transmit, or display User Materials for "pay-per-download" or other commercial purposes, or which include a virus, worm, Trojan-horse, sniffer, or other code designed to acquire information about other users or disrupt the functionality or availability of any computer program, database, the SophioSoft.com Site or any Internet host;

(c) disguise your identity by spoofing, forging headers, using third-party relayers, or otherwise obscuring the origin of transmitted User Materials including impersonating another person or entity;

(d) disrupt or interfere with the security of, or otherwise abuse, the SophioSoft.com Site, or any services, system resources, accounts, servers or networks connected to or accessible through the SophioSoft.com Site or affiliated or linked services, or use any device or software designed to circumvent technological measures employed to control access to the SophioSoft.com Site or products made available on the SophioSoft.com Site;

(e) harvest or otherwise collect information about others, including e-mail addresses, without their express consent;

(f) sublicense, lease, rent, sell, resell, or otherwise transfer rights to the SophioSoft.com Site or exploit for any commercial purposes any use of the SophioSoft.com Site;

(g) modify, translate, decompile, reverse-engineer, disassemble, or create derivative works based on the SophioSoft.com Site, or bypass the SophioSoft.com Site and directly access any individual components of or products that are included in the SophioSoft.com Site; or

(h) alter or remove any copyright, trademark, logo, symbol, or proprietary or other legal notices displayed on the SophioSoft.com Site or in SOPHIO Content printed or downloaded through the SophioSoft.com Site, or contained in or included with products or services received through the SophioSoft.com Site.

NO OTHER WARRANTIES

EXCEPT AS PROVIDED IN THE LIMITED WARRANTY IN THIS AGREEMENT AND ANY APPLICABLE SOPHIO END USER LICENSE AGREEMENT, THE SOPHIO SOFTWARE AND PRODUCTS OFFERED THROUGH THE SOPHIOSOFT WEBSITE UNDER THIS AGREEMENT ARE PROVIDED "AS-IS" AND "AS-AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR SECURITY AND ACCURACY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. SOPHIO DOES NOT AUTHORIZE ANYONE TO MAKE WARRANTIES ON ITS BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. SOPHIO AND ITS VENDORS AND SERVICE PROVIDERS DO NOT WARRANT THAT YOUR USE OF THE SOPHIO SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE. SOPHIO AND ITS VENDORS AND SERVICE PROVIDERS DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR (A) THE ACCURACY OR RELIABILITY OF ANY CONTENT, OR (B) THE CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR THE SOPHIO SOFTWARE OBTAINED FROM SOPHIO OR A THIRD PARTY SOURCE OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER PROTECTION LAW. YOU UNDERSTAND AND AGREE THAT ANY SOPHIO CONTENT AND/OR MATERIAL DOWNLOADED, UPLOADED, STORED OR TRANSMITTED BY YOU THROUGH USE OF THE SOPHIO SOFTWARE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM THE DOWNLOAD, UPLOAD, STORAGE AND/OR TRANSMISSION OF SUCH CONTENT AND/OR MATERIAL. YOU UNDERSTAND AND AGREE THAT ANY THIRD PARTY PRODUCTS OR SERVICES PURCHASED THROUGH USE OF THE SophioSoft.com Site ARE GOVERNED SOLELY BY THE THIRD PARTY'S TERMS AND CONDITIONS AND APPLICABLE END USER LICENSE AGREEMENTS, AND SOPHIO HAS NO RESPONSIBILITY FOR THIRD PARTY PRODUCTS OR SERVICES. SOME JURISDICTIONS DO NOT ALLOW OR OTHERWISE GOVERN THE SCOPE OF EXCLUSIONS OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY IN FULL.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SOPHIO, ITS LICENSORS, VENDORS, SERVICE PROVIDERS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE WHETHER IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION, CORRUPTION OF CONTENT, AND LOSS OR INACCURACY OF INFORMATION), ARISING OUT OF YOUR USE, OR INABILITY TO USE, THE SOPHIO SOFTWARE, THE PRODUCTS OFFERED THROUGH THE SOPHIO SOFTWARE WEBSITE, INCLUDING WITHOUT LIMITATION THE SOPHIO PRODUCTS OR ANY THIRD PARTY PRODUCTS OR SERVICES, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF SOPHIO WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT YOUR EQUIPMENT, FAILURE OR MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (e.g., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, BODILY INJURY, PROPERTY DAMAGE, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE. SOPHIO CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SOPHIO SOFTWARE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE MAXIMUM LIABILITY OF SOPHIO FOR DAMAGES WILL NOT EXCEED, IN THE AGGREGATE, $100.00.

INDEMNITY

You agree to indemnify and hold SOPHIO and its suppliers, licensors, vendors, service providers, subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the SophioSoft software, and User Materials you submit, transmit, store, upload or download through the SophioSoft.com Site, any product received by you through the SophioSoft.com Site, or any violation of this Agreement or the rights of others.

COPYRIGHT POLICY - NOTICE TO SOPHIO REGARDING ALLEGED COPYRIGHT INFRINGEMENT

SOPHIO respects the Intellectual Property rights of others, and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA) , SOPHIO has designated an agent to receive notifications of alleged copyright infringement associated with the SophioSoft.com Site. SOPHIO will, upon receiving proper notice as set forth below, use commercially reasonable efforts to remove or disable access to any such material as set forth in the DMCA. If you believe that your copyrighted work or the copyrighted work of another party is being infringed, please notify our copyright agent:

Copyright Agent

E-Mail: privacy@sophiosoft.com
Phone: 888-211-7085
US Mail: 757 SE 17th Street #1012
Fort Lauderdale, FL 33316
United States of America

When notifying us of the alleged copyright infringement, please include all of the following information:

a) A physical or electronic signature of a person authorized to act on behalf of the copyright owner;

b) Identification of the copyrighted work claimed to have been infringed;

c) Identification of the material that is claimed to be infringing and information reasonably sufficient to locate the material;

d) Information reasonably sufficient to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address;

e) A statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

f) A statement that the information in the notification is accurate, and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

SOPHIO reserves the right to terminate your use of the SophioSoft.com Site for any actual or alleged copyright infringement.

NOTICES

All notices to a party shall be in writing and shall be made via e-mail to support@sophiosoft.com for notices to SOPHIO, or to the e-mail address that you provide to SOPHIO as part of your Customer Information for notices to you, or such other address as either party may specify. Notice shall be deemed given 48 hours after the e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, notices to SOPHIO may be sent by regular mail, postage prepaid to SOPHIO's address provided below. SOPHIO may also broadcast notices or messages, or other matters of importance, on this web site; such broadcasts will constitute notice to you.

EXPORT

You may not export from the United States or allow the export or re-export of any part of the SophioSoft.com Site or products obtained via the SophioSoft.com Site, in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or applicable foreign agency or authority. You agree to defend and indemnify SOPHIO from and against any damages, fines, penalties, assessments, liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising out of any claim that the SophioSoft.com Site, or any product or other information or materials obtained from SOPHIO were exported or otherwise accessed, shipped or transported in violation of this Section and all applicable laws and regulations.

MISCELLANEOUS

Entire Agreement. This Agreement (and any additions or modifications to this Agreement mutually agreed to in writing by the parties), and any applicable End User License Agreement(s), shall constitute the entire agreement and understanding between you and SOPHIO with respect to the SophioSoft.com Site and purchases made via the E-Store. While SOPHIO reserves the right to modify this Agreement at any time, the terms and conditions contained in this Agreement may not be modified by you unless both you and an authorized representative of SOPHIO execute a separate written agreement.

Severability. If any provision of this Agreement is held to be unenforceable for any reason, that provision will be reformed only to the extent necessary to make it enforceable, and that determination will not affect the enforceability of the provision at issue or of the remaining provisions of this Agreement.

Applicable Law. This agreement is subject to applicable United States federal laws and federal and state tariffs, if any, and the laws of the State of Florida, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts residing in the State of Florida. The United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement.

Assignment. SOPHIO may assign its rights and duties under this Agreement without the assignment being considered a change to the Agreement and without notice to you. We are then released from all liability. You may not assign this Agreement without the prior written consent of SOPHIO. All rights and obligations under this Agreement will bind and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns.

SOPHIO E-STORE

The following provisions specifically relate to the b2c portion of the SophioSoft.com Site. All other provisions of this Agreement apply to the b2c as well:

Order Acceptance

Your receipt of an electronic or other form of order confirmation does not constitute SOPHIO's acceptance of your order for products or services offered through the SophioSoft.com Site, nor does it constitute confirmation of SOPHIO's offer to sell you a particular product or service. SOPHIO reserves the right at any time after receipt of your order to accept, decline, or limit your order for any reason. Your credit card will not be charged until SOPHIO has accepted your order and prepared your order for shipment or for download. All orders placed over $2000.00 (U.S.) must obtain pre-approval with an acceptable method of payment, as established by our credit and fraud avoidance department. We may require additional verifications or information before accepting any order. Price and availability of products and services offered through the SophioSoft.com Site are subject to change without prior notice. To the extent we provide information on the availability of SOPHIO Products or products and services provided by third party vendors, suppliers, publishers, and manufacturers (collectively Third Party Products), we attempt to be as accurate as possible. However, SOPHIO does not warrant that product descriptions, product availability or other information on the SophioSoft.com Site is accurate, complete, reliable, current, or error-free. SOPHIO will not be liable for any lack of availability of SOPHIO Products or Third Party Products you may order through the SophioSoft.com Site. If your purchase order or any other communication with SOPHIO contains provisions inconsistent with this Agreement, this Agreement will prevail.

Shipping/Handling/Customer Service

Information regarding shipping and handling, discounts, returns, and other customer services for all products offered through the SophioSoft.com Site will be as set forth in the "FAQ" section of the E-Store.

Receipts/Coupons/VIP And Academic Pricing

If you would like a receipt for any product or service ordered through the SophioSoft.com Site, you must: (1) send an e-mail to sales@sophiosoft.com; and (2) enter your e-mail address and the date of purchase. You will then receive an e-mail from SOPHIO with your receipt. To receive VIP discounts on products and services offered through the SophioSoft.com Site, enter your VIP code in the VIP input box on the SophioSoft.com Site, and press the VIP code button. Once you enter your code, all applicable prices offered through the SophioSoft.com Site will be changed to reflect your code discount. Academic pricing is available to customers who are in school or work for an educational institution.

Security

The purchase area of the b2c is designed to be secure. This means that any information you send us is protected by encryption. All messages are sent in an encrypted "digital envelope" and authenticated to verify the identity of both the sender and the receiver of the transaction. However, no connection to the Internet is completely secure. If you experience fraudulent use of your credit card as a result of shopping with SOPHIO, notify your credit card company in accordance with its reporting rules and procedures. Most companies will either cover all of the fraudulent purchases or hold you liable for a maximum of $50. Should your credit card company discover credit card fraud and hold you liable for some portion of the unauthorized charges, and provided the purchase was made through our secure server, SOPHIO will reimburse you for the maximum liability of $50. You can always order products or services by telephone or fax. Call us at 1-603-436-6868.

Limited Warranty

SOPHIO offers through the b2c both SOPHIO Products and Third Party Products. Certain SOPHIO Products and Third Party Products may be subject to End User License Agreements in addition to this Agreement. In the event of a conflict between any provision of a SOPHIO End User License Agreement and this Agreement, the provision of the SOPHIO End User License Agreement will control as to the particular conflicting provision.

SOPHIO Products: During the period within thirty (30) days after you download a SOPHIO Product or within thirty (30) days after you receive a SOPHIO Product if the product is shipped to you rather than downloaded (Warranty Period), SOPHIO will, at SOPHIO's sole option and without charge, replace the SOPHIO Product if it fails to conform to the product's accompanying documentation in effect at the time of shipment or download, or refund the purchase price of the SOPHIO Product, provided that SOPHIO will not have any liability whatsoever for any damage to or defect in a SOPHIO Product resulting directly or indirectly from your abuse or misuse of the product. For you to receive the benefit of this limited warranty, the following must occur: (1) you must notify SOPHIO of your claim of an alleged defect or nonconformity within the Warranty Period; (2) you must return any SOPHIO Product to SOPHIO (if the product was shipped), or certify in writing to SOPHIO that the product has been destroyed (if the product was downloaded); and (3) SOPHIO must determine that the SOPHIO Product is defective or nonconforming. If the SOPHIO Product has been shipped to you and the package is unopened, you may return the SOPHIO Product to SOPHIO, at your expense, any time within the Warranty Period for a refund of the purchase price.

Technical Support for SOPHIO Products: During the Warranty Period, SOPHIO will provide technical support to you for SOPHIO Products, without charge. If you wish to purchase a technical support package beyond the Warranty Period, you may do so through the E-Store, but the support will be governed by a separate Support Agreement.

Third Party Products: All Third Party Products ordered through the b2c are subject to the terms and conditions of the End User License Agreement between you and the third party vendor (Third Party) (if any), and any other Third Party policies and procedures. All warranties, maintenance, updates, liabilities or other obligations related to Third Party Products will be provided for by the Third Party, and SOPHIO will not be responsible for any Third Party Products, except that SOPHIO will coordinate returns of Third Party Products to Third Parties in accordance with the customer service policies set forth in the FAQ.

Taxes

Prices listed through the SophioSoft.com Site do not include any tax or other governmental charge or assessment on the sale, shipment, download, or use of any products sold to you. Such taxes and charges, when applicable, may appear as separate additional charges. You will be solely responsible for, and will pay to SOPHIO upon demand, any such tax, charge or assessment, unless you have furnished to SOPHIO an appropriate valid certificate of exemption issued by or acceptable to the tax authority in question.

MODIFICATIONS TO AGREEMENT OR SophioSoft.com Site

SOPHIO may at any time modify, update, or otherwise change the provisions of this Agreement. If at any point SOPHIO modifies the Agreement, you will see the word "updated" next to the Terms of Use link on the front page of SOPHIO. If any modification to this Agreement is unacceptable to you, you may immediately terminate your use of the SophioSoft.com Site or your account. However, if you do not terminate your account, or continue to use the SophioSoft.com Site following the posting of any modification to this Agreement, your continued use will be deemed an acceptance of that modification. Accordingly, we encourage you to visit the SophioSoft.com Site from time to time to review the current version of this Agreement. This Agreement was last modified on March 1, 2001. SOPHIO reserves the right to modify or discontinue all or part of the SophioSoft.com Site, temporarily or permanently, with or without notice to you, and is not obligated to support or update the SophioSoft.com Site. You acknowledge and agree that SOPHIO will not be liable to you or any third party in the event that SOPHIO exercises its right to modify or discontinue all or part of the SophioSoft.com Site. Unless explicitly stated otherwise, any new features that augment or enhance the current SophioSoft.com Site will be subject to this Agreement.