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

iPiPi Affiliate Program Terms and Conditions

This Affiliate 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 Affiliate Program 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 or http://www.smsto.net
"Your Site" means the web site upon which you establish the Links to Our Site as part of this Program.

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

Purpose of the Affiliate Program

Your participation in the program is for the purpose of legally advertising and promoting iPiPi - Worldwide SMS Messaging Service and ipipi.com website to the visitors of your Web Site. For this service you will receive a commission based on purchases made by the individuals or companies referred by you.

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

Promotion of Our Affiliate Relationship

If you have been accepted as a Affiliate, we will make available to you all hyperlinks ("Links") and graphics necessary for to provide link from Your site to iPiPi registration pages

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

• Tracking the number and amount of sales generated by the Affiliate;
• Providing information to the Affiliate regarding registration statistics; and,
• Providing information to the Affiliate regarding commissions earned.

b. Affiliate Responsibilities
The Affiliate shall be solely responsible for:

• Ensuring that the content of the Affiliate's web site and that the Affiliate's products and services that are offered from the Affiliate's 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.

Commissions

You will be paid a 10% commission for every Upside Wireless' sale that is referred by you, based on your Affiliate ID recorded with the purchaser registration.

You will use your pre-selected username and password and have the ability to enter a password-protected web site to view your commission statistics. The reports are updated on a daily basis

Future Upside Wireless products made available for the Affiliate Program may not follow this commission schedule. Upside Wireless reserves the right to make changes in the commission schedule for current and future products at any time.

Affiliate commissions will be paid out monthly with a minimum check value of US$100.00 (one hundred United States Dollars). Commissions accumulate until reaching US$100.00. All payments are completed through PayPal. You must have a valid and verified PayPal account to participate in this program. Please note that we cannot issue payments in any other way but through PayPal.

If a buyer you referred to Upside Wireless cancels the order or fails to make payment or makes a payment using a fraudulent financial instrument (credit cards for example), Upside Wireless will deduct any commissions paid on the sale from future commission checks.

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 register on iPiPi. You may not alter, modify or change the Licensed Materials in any way.
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, by giving you written notice.

You grant to us a non-exclusive license to utilize your company name and logo, as the same may be amended from time to time (the "Affiliate Trademarks"), 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 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 Affiliate Program and will end when either you or Upside Wireless terminates your affiliate 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 Affiliate status. Continuing participation in the Affiliate 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. 

Any Affiliate member found engaging in these activities in connection with the Program shall be terminated immediately. Any earned income will be forfeited.

Affiliates who terminate their own status in the program and have not met the minimum threshold shall forfeit all current earnings.

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