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1. Eligibility:
Open to owners of prepaid accounts on iPiPi.com (excluding residents of any jurisdiction where this promotion would be prohibited by federal, provincial, state or municipal law), who are 18 years of age or older at time of entry. Employees of Upside Wireless Inc. and their respective agents, affiliates, subsidiary and parent companies, sales representatives, marketing affiliates and partners, distributors, advertising and promotion agencies and members of the immediate families or household of each are not eligible.

2. How to Enter:
This promotion begins June 1, 2003 at 9:00 AM (Pacific Time GMT-8) and ends on July 15, 2003 at 11:59 PM (Pacific Time GMT-8). Eligible persons are automatically entered into the promotion when they buy 500 SMS credits. For every 500 SMS credits purchased, purchaser's name will be entered into a draw giving him/her better odds at winning prize. All user MUST have a valid default email address registered with iPiPi.com to ensure that they can be notified in the event that you are a winner. To check your iPiPi account to ensure that we have your correct current email address you should login on iPiPi website and visit section Forwarding Addresses.

Upside Wireless Inc. is not responsible for late, lost, incomplete, or misdirected entries; computer system, phone line, electronic equipment, computer hardware, software or program malfunctions, or other errors; failures or delays in computer transmissions or network connections; problems downloading entries from the website; or for any other technical problems related to website entries. Upside Wireless Inc. is not responsible for incorrect or inaccurate entry information, whether caused by Internet users or by any of the equipment or programming associated with or utilized in the promotion, or by any technical or human error which may occur in the processing of the entries in the promotion.

3. Eligible Entries:
Upside Wireless Inc., at its sole discretion, will determine eligibility of all entries. By entering a content, you further warrant that you agree to these rules and all of the Tterms and Conditions of the iPiPi.com web site.

4. Winner Selection:
One winner will be selected from among all eligible entries, in a random drawing to be held on or about July 20, 2003 conducted by Upside Wireless Inc. or its designee, the judges of the promotion, whose decisions are final on all matters relating to the promotion. Odds of winning depend on the total number of eligible entries received. The potential winner will be notified by electronic mail. In the event of a dispute regarding the identity of the person submitting an entry, the entry will be deemed to be submitted by the person in whose name the email account is registered. Winner will be required to sign and return an affidavit of eligibility and liability/publicity release within 14 days of first attempted notification or prize will be forfeited and an alternate winner may be selected. Return of any prize or prize notification as undeliverable will result in forfeiture of prize and selection of an alternate winner.

5. Prize:
One Grand Prize of an Sony Ericsson T68i. Approximate retail value: US$350. If the potential winner is consider to be a minor in a country of residence, the prize will be awarded in the name of the minor's parent or legal guardian, who will be required to sign all necessary documents. Winner will be responsible for any and all applicable taxes, fees and customs duties on the prize.

6. Miscellaneous:
By entering, participants, (a) agree to be bound by the official rules and the decisions of the judges; (b) agree to release Upside Wireless Inc. and their respective employees and agents from any and all liability, loss, damage or injury resulting from participation in this promotion or awarding, receipt, possession use and/or misuse of any prize awarded herein and acknowledge that Upside Wireless Inc. and its employees and agents have neither made nor are in any manner responsible or liable for any warranty, representation, or guarantee, express or implied, in fact or in law, relative to any prize including, but not limited to, its quality, mechanical condition or fitness for a particular purpose; and (c) consent to use of his/her name, photograph and/or likeness for advertising and promotional purposes in connection with this promotion without additional compensation, unless prohibited by law. Sponsor reserves the right, in its sole discretion, to modify, suspend or terminate the promotion should a virus, bugs or other causes beyond the control of the Sponsor corrupt the administration, security or proper play of the promotion. In such event, the prize will be awarded by random drawing from among eligible entries received up to the date/time of corruption or modification, to the extent feasible.

6. Winner’s List:

Name of the winner will be send by email to all participants of promotion.