Terms Of Use

ACCEPTANCE OF TERMS

IPO2U and it's affiliates and associates collectively termed ("IPO2U")
makes this Web site (the "Site"), including all information, documents,
communications, files, text, graphics, software and products available
through the Site (collectively, the "Materials") and all services operated by IPO2U and third parties through the Site (collectively, the "Services"), available for your use subject to the terms and conditions set forth in this document and any changes to this document that IPO2U may publish from time to time (collectively, the "Terms of Use"). By accessing or using this Site in any way, including, without limitation, use of any of the Services, downloading of any Materials, or merely browsing the Site, 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 Site from time to time at its sole discretion, and
will provide notice of material changes on the homepage of the Site. Your
continued use of the Site, 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 Site at the time of such use. You should periodically check the "Terms of Use" link on the Site's homepage to view the then current terms. If you breach any of the Terms of Use, your authorization to use this Site automatically terminates and any Materials downloaded or printed from the Site must be immediately destroyed.

INTELLECTUAL PROPERTY; LIMITED LICENSE TO USERS

The Materials and Services on this Site, 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 this Site 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 Site, 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 Site.

MEMBERSHIP ELIGIBILITY

Our services are available only to individuals who can form legally binding contracts under applicable state law. Without limiting the foregoing, our services are not available to minors without parental consent, or to any members that have been temporarily or indefinitely suspended at the discretion if IPO2U. Your CodecPhone Club account and User ID may not be transferred, assigned or sold to another party.

FEES AND SERVICES

All approved members are obligated to pay the membership fee to use the Site or any Materials or Services accessible through it. IPO2U reserves the right to set and change the membership fees for members, including renewals at any given time without formal notification other than publication on the homepage of the Site.

When using Services on this Site 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.

In addition to the Materials and Services offered by IPO2U, this Site also
makes 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 services depend on the cooperation
and participation of the user community. As an example, the availability of
IPO2U Operators (product sold separately by IPO2U). IPO2U Operators are designed to support the transmission of phone calls to local phone numbers. Depending upon the number of IPO2U Operators, IPO2U will support a limited number of phone numbers such as certain 800 numbers and 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 services may depend on the contribution of the user community. For example, as more businesses offer their IPO2U Operators for public use to assist in connecting to their business phone numbers and/or private numbers, the user community will enjoy more services.

USE OF SOFTWARE

The software and accompanying documentation that is made available to
download from this Site is the copyrighted and/or patented work of IPO2U
and/or its suppliers. Use of the software is governed by the terms of the
license agreement that accompanies or is included with such software. You
will not be able 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 decompile, reverse engineer or otherwise attempt to discover the source code of the software available on the Site.

LICENSE TO IPO2U FOR USER CONTENT

Certain Services offered through this Site accommodate or 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). 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 this Site 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 unless: (a) you grant us permission to do so; (b) we first notify you that the User Content you submit to a particular part of the Site will be published or otherwise used with your name on it; (c) 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) we believe it necessary in order to protect the rights of IPO2U or others.

For submitted User content 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.

PROHIBITED COMMUNICATIONS

You may only submit User Content to the Site that is owned by you. You are prohibited from posting or transmitting to or from this Site any 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 this Site. You accept all legal responsibility for violating copyright laws by posting images or other content which you were not the sole creator of.

USER CONDUCT

In using the Site, including all Services and Materials available through it, you agree:

• not to disrupt or interfere with any other user's enjoyment of the Site or affiliated or linked sites;
• not to upload, post, or otherwise transmit through the Site any viruses or other harmful, disruptive or destructive files;
• not to create a false identity;
• not to use or attempt to use another's account, password, service or system without authorization from IPO2U;
• not to access or attempt to access any content which you are not authorized to access;
• not to disrupt or interfere with the security of, or otherwise cause harm to, the Site, or any Services, Materials, system resources, accounts, passwords, servers, or networks connected to or accessible through the Site 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 Site and to restrict, suspend or terminate your access to all or part of this Site 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 Site 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, account name and/or password, if applicable. You are responsible for damages resulting from all uses of your account number, account name and/or password, whether or not actually or expressly authorized by you, unless access to your account number, account name 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, THIS SITE, AND ALL MATERIALS AND SERVICES ACCESSIBLE THROUGH THIS SITE 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, (ii) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) 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 SITE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE OBTAINED FROM OR USED THROUGH THE SITE, OR ANY DEFECTS IN THE SITE, ITS SERVICES OR MATERIALS, WILL BE CORRECTED.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. IPO2U MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS 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 SITE, INCLUDING WITHOUT IMITATION THIRD PARTY VENDORS AND THIRD PARTIES ACCESSIBLE THROUGH LINKS ON THE SITE, (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 SITE OR IN CONNECTION WITH ANY SERVICES OR MATERIALS OFFERED THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IPO2U OR THROUGH OR FROM THE SITE 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 (90, can this be less?) 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 SINCE THERE IS A SEVERE SERVICE COST.

IPO2U IS NOT RESPONSIBLE FOR ANY CONSEQUENCES, OR DAMAGES AS A RESULT OF USING THIS SITE AND IT'S SERVICES, INCLUDING THE SOFTWARE PROVIDED THEREIN.

INTERNATIONAL USERS

This Site 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 Site is controlled, operated and administered by IPO2U from its offices within the United States of America. IPO2U makes no representation that the Site, or the Services or Materials available through it, are appropriate or available for use at other locations outside the United States and access to the Site from territories where the Site or any of its Services or Materials are illegal is prohibited. If you access the Site 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 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 are required to do so by law or legal process, to respond to claims, or to protect the rights, property or safety of IPO2U or others, or as stated in our Privacy Policy.

LIMITATION OF LIABILITY

IN NO EVENT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, SHALL IPO2U, ITS SUBSIDIARIES, AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS
OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR
ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT IPO2U HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THIS SITE, ITS SERVICES OR MATERIALS, THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR THROUGH THE SITE, ANY DEALINGS WITH VENDORS OR OTHER THIRD PARTIES, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT
SENT OR RECEIVED, ANY FAILURE TO STORE OR LOSS OF DATA, FILES OR OTHER CONTENT, ANY SERVICES AVAILABLE THROUGH THE SITE THAT ARE DELAYED OR INTERRUPTED, OR ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE LIMITATIONS
AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IT IS YOUR RESPONSIBILITY TO INFORM US ABOUT SUCH SITUATION.

NOTIFICATION OF COPYRIGHT INFRINGEMENT

IPO2U will, in appropriate circumstances, terminate the accounts of users who infringe the intellectual property rights of others. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Site or on sites linked to from this Site, please contact us, and provide us with the the following elements:

1. a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;

2. a description of the copyrighted work or works that you claim have been infringed and identification of what material in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled;

3. a description of where the material that you claim is infringing is located on the site;

4. information sufficient to permit IPO2U to contact you, such as your physical address, telephone number, and email address;

5. a statement by you that you have a good faith belief that the use of the material identified in your Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law;

6. a statement by you that the information in your Notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

By mail:
Webmaster
IPO2U Inc.
36 Saw Mill River Rd.
Hawthorne, NY 10532

By telephone: 914-347-2450
By fax: 914-347-2454
By email: webmaster@i800-2u.com

INDEMNITY AND LIABILITY

You agree to indemnify and hold IPO2U, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content you submit, post to or transmit through the Site (including, without limitation, any User Content, Design Content or computer viruses), your use of the Site, your connection to the Site, your violation of the Terms of Use, the actions of any member of your Work Group, or your violation of any rights of another person or entity.

GOVERNING LAW AND JURISDICTION

This Site (excluding linked sites) is controlled by IPO2U from its offices within the state of New York, United States of America. By accessing this Site, you and IPO2U agree that all matters relating to your access to, or use of, this Site shall be governed by the statutes and laws of the State of New York, without regard to the conflicts of laws principles thereof.

ARBITRATION

Any legal controversy or legal claim arising out of or relating to this Agreement or our services, excluding any legal action initiated by IPO2U which includes but is not limited to collecting fees, recovering damages, incurred against or obtaining an injunction to the Site operations, intellectual property, and our services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Hawthorne, New York, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Should any member file an action contrary to this provision, IPO2U may recover attorneys fees and costs.

GENERAL

The Terms of Use and the other rules, guidelines, licenses and disclaimers posted on the Site constitutes the entire agreement between IPO2U and you with respect to your use of the Site. If for any reason a court of competent jurisdiction finds any provision of the Terms of Use or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect. Any failure by IPO2U to enforce or exercise any provision of the Terms of Use or related right shall not constitute a waiver of that right or provision. The section titles used in the Terms of Use are purely for convenience and carry with them no legal or contractual effect.