This service is provided by Upside Wireless Inc. located at
#503-535 Thurlow St., Vancouver, BC, V6E 3L2, Canada

ipipi Send SMS Form Use Terms and Conditions

This Send SMS Form Use Agreement ("Agreement") sets forth the terms and conditions of an individual's or organization's (the "Affiliate") use of ipipi.
The Upside Wireless Inc. ipipi Send SMS Form shall hereinafter be referred to as the "Program." In this Agreement, "we" and "us" means Upside Wireless Inc. and "you" means the Affiliate participating in the Program. The "ipipi Web Site" or "Our Site" means the web site located at http://www.ipipi.com, http://www.smsto.net, or http://www.smsto.us
"Your Site" means the web site upon which you establish the Links to Our Site as part of this Program and which you registered with our service prior to using the program.

As part of your acceptance into the Program, you agree to the following terms.

Description and Purpose of the Program

Your participation in the program is voluntary and it is for the sole purpose of enabling the visitors to your web site to send SMS messages directly from your web site. You can embed the form in any page on your web site that you registered with our service and you can promote this form(s) to the visitors of your web site. Once your visitor sends SMS, the message will be routed through ipipi SMS messaging backend and delivered to the desired destination (providing that ipipi has roaming agreement with the destination network). For this service your ipipi account will be debited one SMS credit. Should the recipient of the message reply to the original SMS message your account will be debited another SMS credit. You can prevent incoming SMS to your account by adjusting preferences on the SMS Settings screen of your account.

You and Upside Wireless Inc. are independent contractors, and nothing in this agreement creates any partnership or employment relationship.

Promotion of Our Affiliate Relationship

a. Upside Wireless Inc. Responsibilities
Upside Wireless Inc. will be solely responsible for:

• Tracking the number of transactions generated by your account, and
• Providing information to the Affiliate regarding transactions; and,

b. Your Responsibilities
You shall be solely responsible for:

• Ensuring that the content of your web site comply with all applicable copyright, trademark, servicemark, and other laws. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material on Your Site in violation of the law or any agreement, and your indemnity, below, will protect us if you do so.
• Providing customer service to the visitors of your web site who need assistance sending SMS messages
• Providing any billing or tracking information to the visitors of your web site (if you decide to bill them for the service).

Licenses and Use of the Upside Wireless Inc. Logos and Trademarks

We grant you a non-exclusive, non-transferable, revocable right (i) to access Our Site through the Links solely in accordance with the terms of this agreement and (ii) solely in connection with such Links, to use our logos, trade names, trademarks and similar identifying material relating to us (collectively, the "Licensed Materials"), for the sole purpose of establishing a Link to Our Site so You or users of Your Site can send SMS messages using ipipi's SMS delivery engine. You may not alter, modify or change the Licensed Materials in any way. You may not alter, modify, reverse engineer or change any links, scripts and instructions provided to you as part of this program.
Other than establishing a Link from Your Site to Our Site, you shall not make any use of any Licensed Materials without first obtaining our prior written consent. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We, in our sole discretion, may revoke your license at any time, with or without written notice.

You grant to us a non-exclusive license to utilize your company name, web site name and logo(s), to advertise, market, promote and publicize in any manner your participation in the Program or our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote or publicize.
The licenses described in this Article shall expire upon the written notification of either party.

Obligations Regarding Your Site

You will be solely responsible for the development, operation, customer service and maintenance of Your Site and for all materials that appear on Your Site. Such responsibilities include, but are not limited to, the technical operation of Your Site and all related equipment; the accuracy and propriety of materials posted on Your Site; and, ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party.

Terms of the Agreement

These terms will begin upon your acceptance into the Program and will end when either you or Upside Wireless terminate your program status.

The terms of this agreement may be modified at any time by Upside Wireless. If any modification is unacceptable to you, your only choice is to terminate your participation in this program. Continuing participation in the program constitutes your acceptance of any change.

Termination

Your affiliate status may be terminated for any of the following reasons:

Inappropriate or misleading advertisements (False claims, misleading hyperlinks), Spamming of any kind (including mass email, mass newsgroup posting, etc.) Note that adding a method for a recipient to be removed from a mailing list does not make this practice acceptable. It is still spam.
Advertising on sites containing or promoting illegal activities.

Your Site may be deemed by us to be unsuitable if, in our view, it:

• contains, promotes or links to sexually explicit or violent material;
• promotes, depicts or links to material that promotes or depicts discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age;
• contains unlawful material, including but not limited to materials that may violate another's intellectual property rights, or links to a site that contains such material;
• contains information regarding, promotes or links to a site that provides information or promotes illegal activity; or
• for any other reason that is deemed by us to be unsuitable.

In this regard, you understand that we reserve the right to conclude that Your Site is unsuitable in accordance with our standards, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if others' sites have been accepted despite having the same or similar characteristics as Your Site. You also understand that if we accept your application, such acceptance shall not imply that Your Site does not meet one or more of the criteria that would have permitted us to reject your application. 

If we determine (at our sole discretion) that you have engaged in these activities your account will be permanently disabled and you will not be able to use the Send SMS Form. 

Limitation of Liability

Upside Wireless will not be liable for any indirect or accidental damages (loss of revenue, commissions) due to affiliate tracking failures, loss of database files, or the results of intentional harm to the program.

Upside Wireless does not make any expressed or implied warranties with respect to the affiliate program and/or products sold.

By joining the Program you acknowledge that you have read the terms and conditions, understand and agree with them.