These Terms of Use, and our Privacy Policy, as each is amended from time to time, as well as all any other rules and restrictions set forth on this web site, apply to you when you view, access or otherwise use the web site located at www.ippio.com (the "Website"). The Website is owned by IPPIO, LLC ("IPPIO"), with offices at 871 Coronado Center Drive, Suite 200, Henderson, Nevada 89052 and for the purposes of these Terms of Use, the terms "we," "us," "our," and "IPPIO," refer to IPPIO, LLC. "You" refers to you, as a user of this Website. By accessing or using the Website, you are acknowledging that you are either 18 years of age or have the consent of a legal parent or guardian, and that you have read, understand, and agree without limitation or qualification to be bound by these Terms of Use. If you do not agree with these Terms of Use, you do not have the right to access or otherwise use the Website and, accordingly, you should not do so.

Although we may attempt to notify you if any major changes are made to these Terms of Use, you agree that each visit to the Website shall be subject to the then-current Terms of Use available on the Website. Accordingly, you should check these Terms of Use periodically for changes prior to using the Website. The Website is intended for and directed to residents of the United States and all information, advertising and claims contained on the Website are valid in and applicable only to the United States. Furthermore, this Website is not intended for children under the age of 13 years of age. If you are under 13 years of age, then please do not use the Website.

1. Our Privacy Policy. In addition to these Terms of Use, your use of and access to the Website is also subject to our Privacy Policy, which is incorporated by reference herein. Our Privacy Policy contains additional terms relating to our potential collection, use and disclosure of your personal information. You agree that your have read, agreed to and understand IPPIO’s complete Privacy Policy.
2. User Participation Rules. Your use of the Website is also subject to our User Participation Rules, which are also incorporated herein by reference and can by found at [www.ippio.com/userparticipationrules].
3. Third Party Software Terms. In addition, in order to view certain Website Content or upload or download User Content, you may be required to download and install certain third party software products, including but not limited to Adobe Flash Player®. All right, title and interest in such third party software is retained by the applicable third party provider. The downloading, use and installation of such third party software products may be subject to additional terms and conditions set forth in an end user license agreement available on the applicable third party website, which you will be required to review and affirmatively accept prior to and as a condition of your downloading, installation and use of the applicable third party software.

1. 
   
   Creating and Protecting Your Account. Many areas of the Website can be accessed and viewed by you without requiring registration or login to the Website. However, in order to post certain information, data, text, music, sounds, photographs, graphics, videos, messages, comments on third party products or services, facts, advice, tips, testimonials, opinions or other materials (collectively, “User Content”), in or otherwise using Public Communications Features (as defined in our Privacy Policy), or to access and use certain other features or areas of the Website, you will be required to create a user account with the Website (an “Account”). You are responsible for providing complete and accurate information when registering for an Account.

   You can access, edit and update your Account information at anytime by clicking on “My Account” at the top of the Website homepage. Your Account is personal to you, and you are responsible for all activities that are conducted through or in connection with your account. You must remember your Account username and password, and you are responsible for maintaining the security of such information. If you become aware of any unauthorized access of your Account or other breach of security, please notify us immediately. Although IPPIO will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of IPPIO or others due to any unauthorized use of your Account.

2. Website Rewards. If you have an active Account, you may be provided with the opportunity to participate in our online redeemable points system (“Points”) which can be used to earn certain non-cash rewards offered by IPPIO under certain circumstances, as outlined in this Section. Points can be acquired by an Account-holder by performing certain actions on the Website, including posting reviews, watching reviews, creating or participating in product or service campaigns, adding online contacts to their Account profile, or commenting on reviews posted by other users. From time to time, IPPIO may offer you the opportunity to redeem your Points for certain items or services, provided that you have sufficient Points to qualify you for the applicable redemption offer. Points do not have any monetary value, and in no circumstances are Points redeemable for cash. While your Points do not have any set expiration date, please be aware that IPPIO may from time to time cease, without notice to you, to continue to offer an item or service in exchange for your Points, or determine in its sole discretion that you are not eligible for a redemption offer. Once you redeem your Points, the amount redeemed will be deducted from your balance. We reserve the right to reduce, liquidate, deactivate, suspend or terminate your Points or access thereto if we suspect, after investigation, that you have misused your Points or have committed a material breach of these Terms of Use. Furthermore, we reserve the right to reduce, liquidate, deactivate, suspend or terminate our Points program in its entirety without compensation to you of any kind.

1. Your Right to Use the Website. Subject to the terms and conditions in these Terms of Use and any terms applicable to your use of third party software, we grant you a nonexclusive, nontransferable, limited right to access, use and display the Website and the copyrighted text, software, music, videos, graphics, photos, interactive features, logos, trademarks and other proprietary materials and information provided hereon (collectively, “Website Content”), provided that:
   1. you agree not to distribute in any medium any part of the Website (including any User Content contained hereon) without our prior written consent;
   2. you agree not to alter or modify any portion of the Website (including any User Content contained hereon);
   3. you agree not copy, reproduce, distribute, display portions of or link to this Website or any Website Content contained hereon for commercial purposes without our prior express written consent (including, but not limited to, the sale of advertising on the Website or any third-party website targeted to the content of specific User Content, or the use of the Website to generate advertising or subscription revenue);
   4. you agree to use the Website and the Website Content only for lawful, personal and informational purposes; and
   5. IPPIO reserves the right to suspend or discontinue access to all or any portion of the Website at any time.

   Except as otherwise permitted herein, you may not reproduce, distribute, modify, copy, publish, display, transmit, adapt, upload, create derivative works of, post or in any way exploit the Website or the Website Content in any manner or for any purpose.

2. Ownership and Copyright Protection. The Website and all Website Content contained thereon is protected by copyright as a collective work under United States copyright laws, and is owned or controlled by, or licensed to, IPPIO or the party listed as the provider of the applicable Website Content. Except as expressly stated in these Terms of Use, the Website and all Website Content is owned by or licensed to IPPIO to the fullest extent permitted by applicable laws. The Website and all Website Content is provided “as is” solely for your personal use and informational purposes. UNAUTHORIZED COPYING, REPRODUCTION, DISTRIBUTION, MODIFICATION, COPYING, PUBLISHING, DISPLAY, ADAPTING, UPLOADING, CREATING DERIVATIVE WORKS, POSTING, OR TRANSMITTING OF ANY OF THE WEBSITE CONTENT IS PROHIBITED. IPPIO reserves all rights not expressly granted in and to the Website and the Website Content.

   In downloading any materials from the Website in accordance with the limited rights granted under this Agreement, you agree maintain and abide by all copyright, trademark and other notices contained in such Website Content, or if none, you abide by the following copyright and trademark notice with respect to such downloaded materials:

   © 2010 IPPIO, LLC. The IPPIO logo and all associated trademarks and logos used herein are trademarks of IPPIO, LLC. Other company and product names used herein are properties of their respective owners. All rights reserved.

3. Trademarks. "IPPIO" and other marks, product names and company names appearing on the Website, are trademarks and service marks of IPPIO and/or their respective owners, and are protected by law. They may be used publicly only with permission from IPPIO. Fair use of the trademarks and service marks requires proper acknowledgment in accordance with the above copyright and trademark notice.
4. Accuracy of Information. You acknowledge that when using the Website, your will be exposed to information and opinions submitted by other Website users, and that IPPIO is not responsible for the accuracy, usefulness, safety, or intellectual property rights relating to any such User Content. Such User Content may be offensive, inaccurate, misleading, or otherwise objectionable to you, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against IPPIO with respect to any and all User Content to the fullest extent permitted by applicable law. The opinions and ratings provided on the Website are from our users who have elected to post a review of a particular product or service on the Website. As such, these reviews and ratings are informative for those wishing to use them, but they do not guarantee any level of performance by a merchant or other third party in any given transaction.
5. Search Results. Third party providers of products or services may pay IPPIO to be presented on the Website or to have their product or service offerings placed higher in our search results, and may also purchase research from IPPIO, but in no event are such payments transferred (in whole or party) to Website end users or affect the reviews or ratings given to any third party provider by participating end users.
6. Links to Other Websites and/or Materials. Links may appear on the Website that are used to link to third party website(s) which are not owned or operated by IPPIO (“Linked Sites”). These links are provided solely as a courtesy to our Website visitors. IPPIO reserves the right to add, change, decline or remove any link at any time. Each Linked Site may have an individual privacy policy and/or terms of use which govern your use of and access to such Linked Site, and we recommend that you review the policies applicable to these sites prior to your use. IPPIO is not responsible for and does not endorse or warrant in any way any materials, information, goods or services available through Linked Sites or any privacy or other practices of such Linked Sites.

If you hold an Account with the Website, you may have the ability to submit User Content via our Public Communications Features, which may result in such User Content being publicly displayed on the Website. Subject to our Privacy Policy, all User Content that you post on the Website will be treated as non-confidential and non-proprietary to you and may be viewed by you and/or other users of the Website.

You retain all of your ownership rights in any User Content you submit to the Website. However, by submitting any User Content via the Website, you thereby waive any and all moral rights in such User Content (to the fullest extent permitted by applicable law) and you thereby grant IPPIO the royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive, and fully transferable, assignable, and sub-licensable right and license to reproduce, distribute, modify, copy, publish, display, transmit, adapt, upload, create derivative works of, or post such User Content (in whole or in part) and/or to incorporate it in other works in any form, media, or technology now known or later developed for any purpose whatsoever, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Website a non-exclusive license to access your User Content through the Website, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Website and under these Terms of Use.

You agree that you are solely responsible for your User Content, and your submission of any User Content is subject to our User Participation Rules. By posting any User Content on the Website, you are warranting that you are the owner of all intellectual property rights in such User Content. You acknowledge and agree that User Content you view or post on the Website is posted, viewed and used by you at your own discretion and risk, including any reliance on the accuracy, completeness, or usefulness of such User Content. You acknowledge that we do not screen, monitor, review, or edit the User Content posted by you and other users on the Website. However, we have the right (but not the obligation) at our sole discretion to modify, refuse or remove any User Content, in whole or in part, that, in our judgment, does not comply with these Terms of Use or is otherwise undesirable, inappropriate, or inaccurate.

Without limiting anything contained in Section V, you agree that you will not: (i) transmit any User Content that is unlawful, false, misleading, harmful, threatening, embarrassing, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, invasive of another's privacy, hateful, or contains explicit or graphic descriptions or accounts of sexual or violent acts; (ii) transmit any User Content that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of any impermissible classification; (iii) transmit any User Content that infringes any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party; (iv) transmit any User Content that you do not have a right to transmit under any law or under any contractual or fiduciary relationship; (v) transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Website; (vi) interfere with or disrupt the Website or servers or networks linked to the Website, or disobey any requirements, procedures, policies, or regulations of networks linked to the Website; (vii) violate any applicable local, state, national, or international law; (viii) transmit any User Content, or take any other actions with respect to your use of the Website, that would constitute, or would otherwise encourage, criminal conduct or conduct that could give rise to civil liability; (ix) use the Website for commercial purposes without our prior written consent; or (x) solicit other guests of the Website to become members of any commercial on-line service or other group or organization without first obtaining our express written consent.

1. Termination of Repeat Infringer Accounts. We respect the intellectual property rights of others and request that the people who use the Website do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, IPPIO has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Website who are repeat infringers. IPPIO may terminate access for submission providers or forum participants who are found repeatedly to provide or post protected third party Content without necessary rights and permissions.
2. DMCA Take-Down Notices. If you are a copyright owner or an agent thereof and believe that any User Content or other content available on the Website infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) ("DMCA") by providing our designated agent with the following information in writing:
   1. The date of your notification;
   2. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
   3. A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
   4. A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;
   5. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and/or email address;
   6. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
   7. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
   Our designated copyright agent for receipt of notifications of claimed infringement is: Arnold Benn at 871 Coronado Center Drive, Suite 200, Henderson, Nevada 89052. Only DMCA notifications in accordance with this Section should be submitted to our copyright agent. If you require customer assistance or need to contact IPPIO for any other purpose, please contact as using the information specified in Section X(c) below.
3. Counter-Notices. If you believe that your User Content that has been removed from the Website is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:
   1. Your physical or electronic signature;
   2. A description of the content that has been removed and the location at which the content appeared before it was removed;
   3. A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and
   4. Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Nevada, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
   If a counter-notice is received by our copyright agent, IPPIO may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in IPPIO’s discretion) be reinstated on the Website in 10 to 14 business days or more after receipt of the counter-notice.

1. Disclaimers of Liability; No Warranty. THE WEBSITE MAY CONTAIN ERRORS AND DEFECTS OR MAY SUFFER INTERMITTENT DOWNTIME AND ARE PROVIDED "AS IS", “AS-AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, IPPIO, AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY REFERRED TO AS "IPPIO" FOR THE PURPOSES OF SECTION VIII) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE WEBSITE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, THAT WEBSITE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR FREE, THAT THE WEBSITE AND OUR SERVERS ARE SECURE, OR AS TO THE ACCURACY, RELIABILITY, QUALITY OR CONTENT OF ANY INFORMATION, SERVICE OR PRODUCT PROVIDED ON OR THROUGH THE WEBSITE, AS WELL AS ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; PROVIDED THAT THIS SECTION VIII SHALL NOT OPERATE TO EXCLUDE OR DISCLAIM THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF USE.

   USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, OTHER COMMUNICATIONS, CONTENT (INCLUDING, WITHOUT LIMITATION, SOFTWARE) OR SERVICES ACCESSED THROUGH OR OBTAINED BY MEANS OF THE WEBSITE. IPPIO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY LINKED SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND IPPIO WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

2. Limitation of Liability. IPPIO SHALL NOT BE LIABLE TO YOU FOR PERSONAL INJURY, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OR INTERRUPTION OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL OR LOST PROFITS), UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OF USE, EVEN IF IPPIO HAS BEEN ADVISED OF THE RISK OF SUCH DAMAGES.

   YOU SPECIFICALLY ACKNOWLEDGE THAT IPPIO SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

   BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, IPPIO’S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING IPPIO’S LIABILITY TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.

3. Indemnification. You agree to defend, indemnify and hold us harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any third party claim, action, or demand resulting from your use of or access to the Website or its products or services (including, without limitation, any User Content submitted by you), your violation of any third party right, including without limitation any copyright, property, or privacy right, or breach of these Terms of Use. You also agree to indemnify us for 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.

In order to expedite and control the cost of disputes, you and IPPIO agree that any legal or equitable claim relating to these Terms of Use (referred to as “Claim”) will be resolved as follows:

1. Informal Resolution. You and IPPIO agree that we will first try to resolve any Claim informally. Accordingly, neither of us may start a formal proceeding (except for Claims involving any violation of the federal trademark or copyright laws, or for injunctive relief) for at least 30 days after one of us notifies the other of a Claim in writing. IPPIO will send its notice to your billing address, with a copy via email to your email address. You will send your notice to IPPIO, LLC, at 871 Coronado Center Drive, Suite 200, Henderson, Nevada 89052
2. Formal Resolution. If we cannot resolve a Claim informally, you and IPPIO each agree to submit to personal jurisdiction in Nevada and agree that any and all Claims either of us asserts shall be exclusively brought in the appropriate state or federal court in the State of Nevada, provided that neither you nor SOE shall be precluded from filing a Claim in small claims court for disputes within the small claims court jurisdictional level.
3. Governing Law and Jurisdictional Issues. This Agreement is governed in all respects by the substantive laws of the State of Nevada and of the United States of America. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed. This Website is controlled and operated from IPPIO’s offices at 871 Coronado Center Drive, Suite 200, Henderson, Nevada 89052., and IPPIO makes no representations that materials in the Website are appropriate or available for use in other locations. Those who choose to access the Website from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Website from any territory where the content is illegal is prohibited. You may not use or export any of the Website materials in violation of U.S. export laws and regulations.

1. Suggestions and Feedback. IPPIO welcomes feedback or inquiries about our products. If you elect to provide any feedback or comments of any nature to IPPIO, all of such feedback and comments shall be the sole and exclusive property of IPPIO, and IPPIO shall have the right to use such feedback in any manner and for any purpose in IPPIO’s discretion without remuneration, compensation or attribution to you, provided that IPPIO is under no obligation to use such feedback.
2. Interpretation, Assignment and Entire Agreement. These terms and conditions, together with our Privacy Policy, form the complete and exclusive agreement between you and IPPIO, and they supersede all prior or contemporaneous proposals, oral or written, understandings, representations, conditions, warranties, and all other communications between you and IPPIO relating to the subject products. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by IPPIO without restriction. This agreement may not be explained or supplemented by any prior course of dealings or trade by custom or usage. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not affect the interpretation of these Terms of Use. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

3. Contact Us. If you have any questions, comments or concerns regarding about these Terms of Use and/or the Website, please send an email to: [office@ippio.com]

   However, please note that communications made through the Website's e-mail and messaging system shall in no way be deemed to constitute legal notice to IPPIO or any of its officers, employees, agents or representatives, such as where notice to IPPIO is required by contract, or any federal, state or local laws, rules or regulations. You may provide notice to IPPIO at:

   IPPIO, LLC
   871 Coronado Center Drive
   Suite 200
   Henderson, Nevada 89052
   USA