Agreement and Terms of Use ACCEPTANCE OF TERMS OF USE IPO2U and it's affiliates and associates collectively termed ("IPO2U") offers this software, including all information, documents, related web pages, data and program files (collectively, "Materials" or "IPO2U Software Products", in short "Software") and all services in support of the Products (collectively, Services) available to customers to use for the purpose of using IPO2U Phone, CodecPhone and IPO2U gateways (all IPO2U products) and creating and managing Mi-Card (an IPO2U product based on an interactive information medium). Your usage of this Software and Services operated by IPO2U are subject to the terms and conditions set forth in this agreement and any changes to this agreement that IPO2U may publish from time to time (collectively, the "Terms of Use"). By accessing or using any associated or affiliated web sites (collective, the Sites) in any way, including, without limitation, use of any of the Services, downloading of any Materials, or merely browsing the Sites, you agree to and are bound by the Terms of Use. IPO2U reserves the right to change the Terms of Use and other guidelines or rules posted on the Sites from time to time at its sole discretion, and will provide notice of material changes on the homepage of the Sites. Your continued use of the Sites, or any Materials or Services accessible through it, after such notice has been posted constitutes your acceptance of the changes. Your use of the Site or any Materials accessible through it, will be subject to the most current version of the Terms of Use, rules and guidelines posted on the Sites at the time of such use. You should periodically check the "Terms of Use" link on the Sites' homepage to view the then current terms. If you breach any of the Terms of Use, your authorization to use the Sites automatically terminates and any Materials downloaded or printed from the Sites must be immediately destroyed. INTELLECTUAL PROPERTY; LIMITED LICENSE TO USERS The Materials and Services on the Sites, as well as their selection and arrangement, are protected by copyright, trademark, patent and/or other intellectual property laws and any unauthorized use of the Materials or Services at the Sites may violate such laws and this Terms of Use. Except as expressly provided herein, IPO2U and its suppliers do not grant any express or implied rights to use the Materials and Services. You agree not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer or create derivative works based on the Software, its Materials or its Services or their selection and arrangement, except as expressly authorized herein. In addition, you agree not to use any data mining, robots or similar data gathering and extraction methods in connection with the Sites. LIMITED LICENSE RIGHTS TO PAID CUSTOMERS Our Software and Services are available only to individuals who have purchased the right to use the Software and Services under the terms and conditions set forth in this agreement and who can form legally binding contracts under applicable state law. Without limiting the foregoing, our Software and Services are not available to minors without parental consent, or to any person who has been refused to purchase the Software and services at the discretion of IPO2U. You, as an authorized user will be granted a userid and a password for accessing to and use of the Software and the Services. Your userid and password may not be transferred, assigned or sold to another party. Business partners of IPO2U.COM and/or its affiliates require additional business agreement in addition to this agreement. FEES AND SERVICES The fees required for purchasing the Software and its Services are posted on the Sites. IPO2U reserves the right to set and change the fees for various versions of the Software and its Services at any given time without formal notification other than publication on the homepage of the Sites. When using the Software and Services on the Sites that are offered by IPO2U, you shall be subject to any posted guidelines, rules or licenses applicable to such Services and to the Terms of Use. Such guidelines, rules or licenses may contain terms and conditions in addition to those in the Terms of Use, such as usage fees for certain special conditions. In addition to the Materials and Services offered by IPO2U, the Sites also may make available materials, information and services provided by third parties (collectively, the "Third Party Services"). The Third Party Services are governed by separate license agreements that accompany such services. IPO2U offers no guarantees and assumes no responsibility or liability of any type with respect to the Third Party Services, including any liability resulting from incompatibility between the Third Party Services and the Materials and Services offered by IPO2U. You agree that you will not hold IPO2U responsible or liable with respect to the Third Party Services or seek to do so. The functions and performances of the Software and the Services depend on the computing and networking facility and infrastructure available to the user and in some cases depend on cooperation and participation of the user community. As an example, the selection of IPO2U Phone or CodecPhone as a feature in Mi-Card or e800 directory, the calling software program enabling on-line click and call, may have more user value as more such calling software and as more IPO2U Operators, program product sold separately by IPO2U, are distributed. More third party IPO2U Operators in addition to those operated by IPO2U will enhance the reach of IPO2U Phone or CodecPhone. IPO2U will support a large number of phone numbers such as certain 800 numbers and certain numbers in a set of specific area code regions as a way of demonstrating the service capability. You should understand that the ultimate performance and capacity of the click and call services may depend on your distribution of the web call icon and the Mi-Card and the contribution of the other users in the IPO2U Phone or CodecPhone community. As more businesses purchase their IPO2U Operators for public use and distribute Web Call Icon or Mi-card to assist in connecting to their business phone numbers and/or private numbers from anywhere in the world, the user community as a whole will enjoy more services. USE OF SOFTWARE The software and accompanying documentation that is made available to download from the Sites is the copyrighted and/or patented work of IPO2U and/or its suppliers. Use of the software is governed by the general terms of use in this agreement and additional license agreement if any that accompanies or is included with such software. You will not be permitted to download or install any software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. If you do not agree to such terms, you will not be permitted to use the software. Absent a license agreement that accompanies the software, use of the software will be governed by the Terms of Use. You agree that you will not de-compile, reverse engineer or otherwise attempt to discover the source code of the software available on the Sites. LICENSE TO IPO2U FOR USER CONTENT Certain Services offered through the Sites accommodate or may require User Content and user contribution. User content is defined to include but not limited to (specifically including user e-mail address, IP address and phone number, forum submission, messages and voice recordings). Depending upon the nature of the Service, by submitting User Content to this Site you grant IPO2U one of the following types of licenses: For User Content such as comments to the IPO2U User Forums, bug reports, piracy reports or product suggestions, you grant IPO2U and the users of the Sites an unrestricted, worldwide, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute such User Content, and you also agree that IPO2U is free to use any ideas, concepts, know-how or techniques that you send us for any purpose without any compensation to you. However, we will not release your name or otherwise publicize the fact that you submitted such User Content to us: (a) if you specifically object us to do so; (b) unless we have first stated that the User Content you submit to a particular part of the Sites will be published or otherwise used with your name on it; (c) unless we have a good faith belief that we are required to do so by law and/or in response to a subpoena or court order, or (d) unless we believe it necessary in order to protect the rights of IPO2U or others. For submitted User content relating to user profile necessary for participating in Services offered by the user community, you grant IPO2U permission to list them in the community directories and databases so they may be made available to other users, unless you specifically forbid IPO2U to do so. IPO2U reserves the right to refuse granting the Software and Services to anyone who has submitted false or insufficient information to IPO2U or submitted user content of pornographic in nature or other illegal content. PROHIBITED COMMUNICATIONS You may only submit User Content to the Sites that is owned by you. You are prohibited from posting or transmitting to or from the Sites any false, unlawful, threatening, harassing, libelous, offensive, defamatory, obscene or pornographic materials, or other materials that would violate any law or the rights of others, including without limitation, laws against copyright infringement, and rights of privacy and publicity. Violation of these restrictions may result in denial of or limitations on access by you to the Sites. You accept all legal responsibility for violating copyright laws by posting images or other content, which you were not the sole creator of, to the Sites and its public directories. USER CONDUCT In using the Sites, including all Services and Materials available through it, you agree: 1. Not to disrupt or interfere with any other user's enjoyment of the Sites or affiliated or linked sites; 2. Not to upload, post, or otherwise transmit through the Site any viruses or other harmful, disruptive or destructive files; 3. Not to create a false identity; 4. Not to use or attempt to use another's account, password, service or system without authorization from IPO2U; 5. Not to access or attempt to access any content which you are not authorized to access; 6. Not to disrupt or interfere with the security of, or otherwise cause harm to, the Sites, or any Services, Materials, system resources, accounts, passwords, servers, or networks connected to or accessible through the Sites or any affiliated or linked sites. MANAGING CONTENT AND COMMUNICATIONS Although it is not our intention to do so, IPO2U reserves the right, in its sole discretion, to delete or remove User Content from the Sites and to restrict, suspend or terminate your access to all or part of the Sites or other users to access any part or portion of User Content submitted by you, at any time if we have cause to do so (including, without limitation, our good faith belief that you have violated the Terms of Use) without prior notice or liability. In addition, IPO2U reserves the right to delete or remove user content if the relevant subscription has expired or lapsed or if IPO2U has a good faith belief that the user posting such content has violated these Terms of Use, or any law or regulation, or that such deletion or removal is necessary to comply with the law or to protect the rights of IPO2U or others. IPO2U may, but is not obligated to, monitor or review (i) any areas on the Sites where users transmit or post User Content, including but not limited to areas where Services are available, or directories, or address books or chat rooms, bulletin boards or other user forums, and (ii) the substance of any User Content. To the maximum extent permitted by law, IPO2U will have no liability related to User Content or Design Content arising under the laws of copyright, libel, privacy, obscenity, or otherwise. IPO2U also disclaims all liability with respect to the misuse, loss, modification, or unavailability of any User Content or Design Content. USE AND PROTECTION OF ACCOUNT NUMBER AND PASSWORD You are responsible for maintaining the confidentiality of your account number, userid and/or password, if applicable. You are responsible for damages resulting from all uses of your account number, userid and/or password, whether or not actually or expressly authorized by you, unless access to your account number, userid and/or password was obtained through no fault or negligence of your own. DISCLAIMERS AND NO WARRANTY EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND IPO2U OR YOU AND A THIRD PARTY WITH RESPECT TO SUCH PARTY'S MATERIALS OR SERVICES, THE SITE, AND ALL MATERIALS AND SERVICES ACCESSIBLE THROUGH THE SITES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, IPO2U MAKES NO WARRANTY THAT (i) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS UNDER ALL CONDITIONS, (ii) THE SERVICES AND MATERIALS WILL BE ALWAYS UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) ALL THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, OR MATERIALS PURCHASED OR ACCESSIBLE BY YOU THROUGH THE SITES WILL MEET YOUR EXPECTATIONS UNCONDITIONALLY, AND (v) ALL ERRORS IN THE SOFTWARE OBTAINED FROM OR USED THROUGH THE SITE, OR ANY DEFECTS IN THE SITES, ITS SERVICES OR MATERIALS, WILL BE CORRECTED. THIS SITES OR THE SOFTWARE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. IPO2U MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THE SITES, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THE SITE MAY BE OUT OF DATE, AND IPO2U MAKES NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT (i) IPO2U DOES NOT CONTROL, ENDORSE OR ACCEPT RESPONSIBILITY FOR ANY CONTENT, PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITES, INCLUDING WITHOUT LIMITATION THIRD PARTY VENDORS AND THIRD PARTIES ACCESSIBLE THROUGH LINKS ON THE SITES, (ii) IPO2U MAKES NO REPRESENTATION OR WARRANTIES WHATSOEVER ABOUT ANY SUCH THIRD PARTIES, THEIR CONTENT, PRODUCTS OR SERVICES, (iii) ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK, AND (iv) IPO2U SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY CONTENT, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES. THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER USE OF ANY MATERIALS THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. IPO2U ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE SITES OR IN CONNECTION WITH ANY SERVICES OR MATERIALS OFFERED THROUGH THE SITES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IPO2U OR THROUGH OR FROM THE SITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO NINETY (30) DAYS. THE SOFTWARE AND SERVICES ARE DESIGNED TO WORK WITH A NUMBER OF VERSIONS OF COMPUTER OPERATING SYSTEMS AS INDICATED IN ITS SPECIFICATION. IF THE SOFTWARE OR SERVICE FAILS TO WORK WITH ANY OPERATING SYSTEM, IPO2U IS ONLY OBLIGATED TO OFFER YOU EXPLANATION AND IF JUSTIFIED, TO OFFER YOU A REFUND BY CHECK, AND NOT BY CREDIT CARD REFUND SINCE THERE IS A SEVERE SERVICE COST. IPO2U IS NOT RESPONSIBLE FOR ANY CONSEQUENCES, OR DAMAGES AS A RESULT OF USING THE SITES AND IT'S SERVICES, INCLUDING THE SOFTWARE PROVIDED THEREIN. INTERNATIONAL USERS The Sites can be accessed from countries around the world and may contain references to IPO2U products, services, and programs that are not available in your country. These references do not imply that IPO2U intends to announce such products, services or programs in your country. The Sites is controlled, operated and administered by IPO2U from its offices within the United States of America. IPO2U makes no guarantee that the Sites, or the Services or Materials available through it, are appropriate or available for use at other locations outside the United States. Access to the Sites from territories where the Sites or any of its Services or Materials are illegal is prohibited. If you access the Sites from a location outside the United States, you are responsible for compliance with all local laws, including communication laws. PERSONAL INFORMATION AND PRIVACY To learn about how IPO2U protects your personal information, such as your name and address, refer to the IPO2U Phone or CodecPhone Privacy Policy. Except as set forth in the Privacy Policy or in this Terms of Use, your personal information will be deemed to be confidential. With the exception of certain types of User Content, any non-personal information or material sent to IPO2U will generally be deemed to NOT be confidential. You understand and agree that we may disclose information about you if we have a good faith belief that we a