MatchPortfolio.com - Free Personal Ad Network

The following are the Member Terms and Conditions, which govern your Membership in Ipiya. Services covered by this Agreement include without limitation e-mail, advertisements, promotions, incentives and other services, which may be offered from time to time by Ipiya, to it's customers and/or affiliates (each feature individually and collectively referred to as the "Service"). Please read them carefully. BY ELECTRONICALLY SIGNING THIS AGREEMENT AND FILLING OUT THE INFORMATION, YOU ARE DECLARING THAT YOU ARE ELIGIBLE FOR AN ACCOUNT AND THAT YOU AGREE TO ABIDE BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. Membership is granted to you with condition that you accept without modification all the terms, conditions, and notices contained within the Agreement below.

Ipiya, Inc. a California corporation ("Company"), may revise these terms and conditions at its discretion. The revised writing will be effective as of the date of posting and will supercede any prior versions. By continued use of the Membership, you accept the revised terms and conditions as set by Ipiya. Please frequently visit this page and review any changes in the terms and conditions of Membership.

1. Description of Service. Ipiya currently provides users with access to a rich collection of resources, including, banner exchange program, site booster program, and web based FTP program (the "Service"). You also understand and agree that the Service may include advertisements and that these advertisements are necessary for Ipiya to provide the Service. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new Ipiya properties, shall be subject to the TOS. You understand and agree that the Service is provided "AS-IS" and that Ipiya assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

2. Membership Criteria & Obligations. In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Ipiya has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Ipiya has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). Ipiya is concerned about the safety and privacy of all its users, particularly children. For this reason, parents of children under the age of 13 who wish to allow their children access to the Service must create a Ipiya Family Account. When you create a Ipiya Family Account and add your child to the account, you certify that you are at least 18 years old and that you are the legal guardian of the child/children listed on the Ipiya Family Account. By adding a child to your Ipiya Family Account, you also give your child permission to access all of the Services including, email, message boards, clubs, instant messages and chat (among others). Please remember that the Service is designed to appeal to a broad audience. Accordingly, as the legal guardian, it is your responsibility to determine whether any of the Services and/or Content (as defined in Section 6 below) are appropriate for your child.

3. Member Account, Password, and Security. You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Ipiya of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Ipiya cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 3.

4. Member Conduct.You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not Ipiya, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. Ipiya does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Ipiya be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

a.	upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
b.	harm minors in any way;
c.	impersonate any person or entity, including, but not limited to, a Ipiya official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
d.	forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
e.	upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
f.	upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
g.	upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose;
h.	upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
i.	disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
j.	interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
k.	intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
l.	"stalk" or otherwise harass another; or
m.	collect or store personal data about other users.

You acknowledge that Ipiya does not pre-screen Content, but that Ipiya and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Service. Without limiting the foregoing, Ipiya and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Ipiya or submitted to Ipiya, including without limitation information in Ipiya! Message Boards, Ipiya! Clubs, and in all other parts of the Service.

You acknowledge and agree that Ipiya may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Ipiya, its users and the public.

You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

5. Advertisers and You. Any dealings with Advertisers or Merchants of Ipiya, including but not limited to payments for and deliveries of goods or services, participation in promotions, discounts, contests, and any other terms, conditions, warranties or representations associated with such dealings, are strictly between You and Merchants or Advertisers. You agree to hold Ipiya harmless for any loss or damage of any kind incurred as the result of your dealings or as the result of the content provided by Advertisers or Merchants on Ipiya. By accepting a Membership in Ipiya and accumulating Membership benefits, taking advantage of discounts and promotions offered to Members of Ipiya, You are authorizing the Advertisers and Merchants to provide information to Ipiya about the products and/or services that were provided to you by them. Such information will be used to improve further promotions offered to our members.

6. Privacy Policy. Registration Data and certain other information about you is subject to our Privacy Policy. For more information, see our full privacy policy at http://www.trafficclick.com/privacy.cfm, or if you came from AnywhereFTP.com, then see our privacy policy at http://www.anywhereftp.com/privacy.cfm.

7. Content submitted or made available for inclusion on the service. Ipiya does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grant Ipiya the following world-wide, royalty free and non-exclusive license(s), as applicable:

"Publicly accessible" areas of the Service are those areas of the Ipiya network of properties that are intended by Ipiya to be available to the general public. By way of example, publicly accessible areas of the Service would include Ipiya! Message Boards and portions of Ipiya! Clubs and Ipiya! Groups that are open to both members and visitors. However, publicly accessible areas of the Service would not include portions of Ipiya! Clubs and Ipiya! Groups that are limited to members, Ipiya services intended for private communication such as Ipiya! Mail or Ipiya! Messenger, or areas off of the Ipiya network of properties such as portions of World Wide Web sites that are accessible through Ipiya! Webring but are not hosted or served by Ipiya.

8. Indemnification. You agree to indemnify and hold Ipiya, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of your Membership in Ipiya.

9. No resale of service. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

10. Termination. You agree that Ipiya, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if Ipiya believes that you have violated or acted inconsistently with the letter or spirit of the TOS. Ipiya may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this TOS may be effected without prior notice, and acknowledge and agree that Ipiya may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Ipiya shall not be liable to you or any third-party for any termination of your access to the Service.

11. Dealings with Advertisers. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Ipiya shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

12. Links. The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Ipiya has no control over such sites and resources, you acknowledge and agree that Ipiya is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Ipiya shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

13. Ipiya's Proprietary Rights. You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Ipiya or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

Ipiya grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Ipiya for use in accessing the Service.

14. Disclaimer of Warranties. YOU EXPRESSLY AGREE THAT USE OF THE Ipiya WEBSITE ("THE SERVICE") IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, Ipiya EXPRESSLY DISCLAIMS ALL CONDITIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED BY LAW, CUSTOM OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Ipiya MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE.

15. Limitation of Liability. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, NEITHER Ipiya NOR ANY OF ITS PARENTS, MEMBERS, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, LICENSORS, OFFICERS, DIRECTORS OR EMPLOYEES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS MEMBERSHIP AGREEMENT, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In the event you are not satisfied with the service provided by Ipiya, products, services or promotions made available by the Service, the sole and exclusive remedy available is to cancel your membership. Ipiya does not represent or warrant that your access to your account will be uninterrupted or error-free, that defects will be corrected, or that the account or the server that makes it available, are free of viruses or other harmful components. Ipiya does not warrant or represent that the use or the results of the use of your account or the advertisements, promotions or discount offered are be correct, accurate, timely, or in any way reliable. You expressly agree that Ipiya shall not be liable for any unauthorized access to or modification of your transmissions or data, any material or data sent or received or not sent or received, or any transactions entered by you. You further agree that Ipiya shall not be responsible or liable for any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of another's rights, including intellectual property rights. You expressly agree that Ipiya shall not be responsible for any content sent using and/or included in your E-Mail account any third party.

16. Governing Law and Other Terms. Any action related to this Membership Agreement will be governed by the law of the State of California, U.S.A., excluding (1) principles of conflicts of laws, and (2) the United Nations Convention on Contracts for the International Sale of Goods, if applicable. Any action relating to this Membership Agreement shall be brought in the state or federal courts located in the Central District of California, and you hereby submit to the exclusive jurisdiction and venue thereof. You expressly agree to fully comply with all applicable laws of the State of California and the United States. In the event the laws of your country, state, or province of residence prohibit or limit your Membership in Ipiya, it is your responsibility to fully comply with such laws and you agree to indemnify Ipiya against any breach. If any clause of this Membership Agreement is held unenforceable, the unenforceable clause shall be given greatest effect possible and the remaining sections shall remain in full force and effect. Your Membership Agreement, your referral network, your Membership account and Membership benefits are personal, and may not be transferred, delegated, or assigned to anyone. Any attempts to assign or delegate this Agreement shall be deemed null and void. Ipiya may assign this Agreement at its sole discretion. This Agreement is the entire agreement between you and Ipiya and supersedes all prior agreements between the parties hereto.

17. Contact Information. If you have questions about this Agreement, please contact us at legal@iIpiya.com.