Welcome to Pipeno!

1. Your relationship with Pipeno

• 1.1 Your use of Pipeno’s products, software, services and web sites (referred to collectively as the “Services” in this document and excluding any services provided to you by Pipeno under a separate written agreement) is subject to the terms of a legal agreement between you and Pipeno. “Pipeno” means Pipeno Inc., whose principal place of business is at 33 W 19th Street, 4th Floor, NY 10011, United States. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
• 1.2 Unless otherwise agreed in writing with Pipeno, your agreement with Pipeno will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Universal Terms".
• 1.3 Your agreement with Pipeno will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
• 1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Pipeno in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
• 1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.
• 1.6 You represent and warrant that (a) all of the information provided by you to Pipeno to participate in the Services is correct and current; and (b) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder.
• 1.7 You agree to hold harmless and indemnify Pipeno, and its subsidiaries, affiliates, officers, agents, and employees from and against any third-party claim arising from or in any way related to your use of the Services, including any liability or expense arising from all claims, losses, actual and consequential damages, suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Pipeno will provide you with written notice of such claim, suit or action. You agree to protect and fully compensate Pipeno from any and all third-party claims, liability, damages, expenses and costs including, but not limited to, reasonable attorneys' fees arising from your use of the Pipeno platform, or violation of the Terms by you or any other user of your account whether or not authorized.
• 1.8 You agree not to, under any circumstances add to, remove from or otherwise vary these Terms except: as agreed by Pipeno in advance and in writing; or to apply terms which are specific to any products and/or services your make available to your Users through your site which are not in any way inconsistent with or contradictory to these Terms as determined by Pipeno in its sole discretion. Pipeno shall have the right in its sole discretion to choose whether to allow or reject any proposed variations to the Terms that you wish to make.
• 1.9 You shall immediately notify Pipeno if: any of the Terms are held or determined unenforceable under applicable law; or you receive any correspondence, question or complaint from any person relating to your site or any of the Terms whether or not a User, and including any regulatory or law enforcement body.
• 1.10 This Agreement constitutes the entire agreement between you and Pipeno and governs your use of the Services, superseding any prior agreements between you and Pipeno. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Pipeno services, affiliate services, third-party content or third-party software.
• 1.11 No waiver of any provision of these Service Terms shall be effective unless in writing and signed by Pipeno.

2. Accepting the Terms

• 2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
• 2.2 You can accept the Terms by:
• • (A) clicking to accept or agree to the Terms, where this option is made available to you by Pipeno in the user interface for any Service; or
  • (B) by actually using the Services. In this case, you understand and agree that Pipeno will treat your use of the Services as acceptance of the Terms from that point onwards.
• 2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Pipeno, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
• 2.4 Before you continue, you should print off or save a local copy of the Universal Terms for your records.
• 2.5 The failure of Pipeno to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect.
• 2.6 You agree that regardless of any statute or law to the contrary, any claim or cause of action arising of or related to use of Services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
• 2.7 These Terms of Service will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflict of laws provisions or your actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with the Service will be brought solely in New York County, New York, and you consent to the jurisdiction of such courts.

3. Language of the Terms

• 3.1 Where Pipeno has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Pipeno.
• 3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
• 3.3 You agree and understand that these Terms are written in US English.

4. Provision of the Services by Pipeno

• 4.1 Pipeno has subsidiaries and affiliated legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these companies will be providing the Services to you on behalf of Pipeno itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.
• 4.2 Pipeno is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Pipeno provides may change from time to time without prior notice to you.
• 4.3 As part of this continuing innovation, you acknowledge and agree that Pipeno may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Pipeno’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Pipeno when you stop using the Services. You agree that the conditions mentioned in Section 21.23 will go into effect for sites hosted on a Pipeno sub-domain.
• 4.4 You acknowledge and agree that if Pipeno disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
• 4.5 You acknowledge and agree that Pipeno has currently set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service. This fixed upper limit is 2 Gigabytes for storage and 100 Gigabytes per month for bandwidth. This amount of storage and bandwidth is typically sufficient if you want to host approximately 200,000 pages of text, photos and embedded videos and have approximately 100,000 visitors to your website on a monthly basis, with each visitor viewing approximately 100 pages per visit. Fixed upper limits may be set by Pipeno at any time, at Pipeno’s discretion. Additional storage will be billed at $0.30 per GB. Additional Bandwidth will be billed at $0.50 per GB. Pipeno, at its sole discretion may opt to waive additional storage and bandwidth charges incurred by you.
• 4.6 You agree that Pipeno has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Service.
• 4.7 Pipeno may, in its sole discretion, at any time and for any reason, terminate the Service, terminate this Agreement, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system for some time for back-up purposes. Applicable sections of these Terms of Service shall survive expiration or termination.

5. Use of the Services by you

• 5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Pipeno will always be accurate, correct and up to date. You must update any information provided immediately if it becomes inaccurate or incomplete and must ensure that the email address in your Account information is at all times a valid address at which you can be contacted. Accounts must not be registered or updated by a "bot" or any other automated process or method.
• 5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
• 5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Pipeno, unless you have been specifically allowed to do so in a separate agreement with Pipeno. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers).
• 5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
• 5.5 Unless you have been specifically permitted to do so in a separate agreement with Pipeno, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
• 5.6 You agree that you are solely responsible for (and that Pipeno has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Pipeno may suffer) of any such breach.
• 5.7 You must be at least thirteen (13) years of age to use the Service.
• 5.8 Pipeno reserves the right to refuse service to anyone at any time without notice for any reason.
• 5.9 You agree that you are responsible for your own use of the Service, for any posts you make, and for any consequences thereof. You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence and all United States export control laws.
• 5.10 Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. Pipeno reserves the right, but shall have no obligation, to investigate your use of the Service in order to (a) determine whether a violation of the Agreement has occurred or (b) comply with any applicable law, regulation, legal process or governmental request.
• 5.11 Much of the content published using the Service -- including the contents of specific postings -- is provided by and is the responsibility of the person or people who made such postings. Pipeno does not monitor and takes no responsibility for such content. Instead, Pipeno merely provides access to such content as a service to you.
• 5.12 By their very nature, the services may carry offensive, harmful, inaccurate or otherwise inappropriate material, or in some cases, postings that have been mislabeled or are otherwise deceptive. We expect that you will use caution and common sense and exercise proper judgment when using the Service.
• 5.13 Pipeno does not endorse, support, represent or guarantee the truthfulness, accuracy, or reliability of any communications posted via the Service or endorse any opinions expressed via the Service. You acknowledge that any reliance on material posted via the Service will be at your own risk.
• 5.14 You agree that you will not fail to deliver payment for items purchased by you, unless the seller has materially changed the item's description after you bid, a clear typographical error is made, or you cannot authenticate the seller's identity.
• 5.15 You agree that you will not fail to deliver items purchased from you, unless the buyer fails to meet the posted terms, or you cannot authenticate the buyer's identity.
• 5.16 You agree that you will not manipulate the price of any item or interfere with other users' content.
• 5.17 You agree that you will not circumvent or manipulate our fee structure, the billing process, or fees owed to Pipeno.
• 5.18 You agree that you will not post false, inaccurate, misleading, defamatory, or libelous content (including personal information).
• 5.19 You agree that you will not take any action that may undermine the Feedback or ratings systems (such as displaying, importing or exporting Feedback information off of the sites or using it for purposes unrelated to Pipeno).
• 5.20 You agree and understand that a small number of users may experience epileptic seizures when exposed to certain light patterns or backgrounds on a computer screen or while using the sites operating on the Pipeno platform. Certain conditions may induce previously undetected epileptic symptoms even in users with no history of such symptoms. Consult your physician prior to use of the Pipeno platform if you have had any of these symptoms and discontinue use of Pipeno immediately if you experience dizziness, altered vision, eye or muscle twitches, loss of awareness, disorientation or involuntary movements or convulsions.

6. Your passwords and account security

• 6.1 You will need to create a log-in name and a password in order to establish an Account. You must not knowingly use a log-in name that is also being used by anyone else or attempt any other method of identity theft. Protecting your Account and preserving the security of your password is your responsibility. Pipeno shall have no obligation or liability to you or any third party for any loss or damage resulting from your failure to maintain adequate protection for your Account, log-in name and/or password.
• 6.2 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
• 6.3 Accordingly, you agree that you will be solely responsible to Pipeno for all activities that occur under your account.
• 6.4 If you become aware of any unauthorized use of your password or of your account, you agree to notify Pipeno immediately at http://www.pipeno.com/Support

7. Privacy and your personal information

• 7.1 For information about Pipeno’s data protection practices, please read Pipeno’s privacy policy at http://www.Pipeno.com/Privacy. This policy explains how Pipeno treats your personal information, and protects your privacy, when you use the Services.
• 7.2 You agree to the use of your data in accordance with Pipeno’s privacy policies.
• 7.3 You agree that Pipeno may access or disclose your personal information, including the content of your communications, if Pipeno is required to do so in order to comply with any valid legal process or governmental request (such as a search warrant, subpoena, statute, or court order), or as otherwise provided in these Terms of Service and the general Pipeno Privacy Policy. Personal information collected by Pipeno may be stored and processed in the United States or any other country in which Pipeno Inc. or its agents maintain facilities. By using the Service, you consent to any such transfer of information outside of your country.

8. Content in the Services

• 8.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
• 8.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Pipeno (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Pipeno or by the owners of that Content, in a separate agreement.
• 8.3 Pipeno reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. There are commercially available services and software to limit access to material that you may find objectionable.
• 8.4 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
• 8.5 You agree that you are solely responsible for (and that Pipeno has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Pipeno may suffer) by doing so.
• 8.6 You must not describe or assign keywords to your Website in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Pipeno may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Pipeno liability.
• 8.7 Pipeno takes no responsibility for third-party content (including, without limitation, any viruses or other disabling features), nor does Pipeno have any obligation to monitor such third-party content. Pipeno reserves the right at all times to remove or refuse to distribute any content on the Service, such as content which violates the terms of this Agreement. Pipeno also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of Pipeno, its users and the public. Pipeno will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.
• 8.8 You agree not to post, email, or otherwise make available Content:
• • a) that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, or is harmful to minors in any way;
  • b) that is pornographic;
  • c) that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  • d) that violates the Fair Housing Act by stating, in any notice or ad for the sale or rental of any dwelling, a discriminatory preference based on race, color, national origin, religion, sex, familial status or handicap (or violates any state or local law prohibiting discrimination on the basis of these or other characteristics);
  • e) that violates federal, state, or local equal employment opportunity laws, including but not limited to, stating in any advertisement for employment a preference or requirement based on race, color, religion, sex, national origin, age, or disability.
  • f) with respect to employers that employ four or more employees, that violates the anti-discrimination provision of the Immigration and Nationality Act, including requiring U.S. citizenship or lawful permanent residency (green card status) as a condition for employment, unless otherwise required in order to comply with law, regulation, executive order, or federal, state, or local government contract.
  • g) that impersonates any person or entity, including, but not limited to, a Pipeno employee, or falsely states or otherwise misrepresents your affiliation with a person or entity (this provision does not apply to Content that constitutes lawful non-deceptive parody of public figures);
  • h) that includes personal or identifying information about another person without that person's explicit consent;
  • i) that is false, deceptive, misleading, deceitful, misinformative, or constitutes "bait and switch";
  • j) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
  • k) that constitutes or contains "affiliate marketing," "link referral code," "junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited commercial advertisement;
  • l) that constitutes or contains any form of advertising or solicitation if: posted in areas of the Pipeno sites which are not designated for such purposes; or emailed to Pipeno users;
  • m) that includes links to commercial services or web sites, except as allowed in "services";
  • n) that advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by any applicable law, including without limitation items the sale of which is prohibited or regulated by New York law.
  • o) that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • p) that disrupts the normal flow of dialogue with an excessive amount of Content (flooding attack) to the Service, or that otherwise negatively affects other users' ability to use the Service; or
  • q) that employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Service.
• Additionally, you agree not to:
• • r) contact anyone who has asked not to be contacted, or make unsolicited contact with anyone for any commercial purpose;
  • s) "stalk" or otherwise harass anyone;
  • t) collect personal data about other users for commercial or unlawful purposes;
  • u) use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Service - unless expressly permitted by Pipeno;
  • v) post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
  • w) post the same item or service in more than one marketplace category or community center category, or in more than one metropolitan area, using free Pipeno marketplace ads. This condition is waived for Premium Marketplace ads;
  • x) attempt to gain unauthorized access to Pipeno's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service or the Pipeno website; or
  • y) use any form of automated device or computer program that enables the submission of postings on Pipeno without each posting being manually entered by the author thereof, including without limitation, the use of any such automated posting device to submit postings in bulk, or for automatic submission of postings at regular intervals.
  • z) use any form of automated device or computer program that enables the use of Pipeno's flagging system or other community moderation systems without each flag being manually entered by the person that initiates the flag, or use the flagging tool to remove posts of competitors, or to remove posts without a good faith belief that the post being flagged violates these terms of service.
• 8.9 You agree not to use a third-party agent, service, or intermediary that offers to post Content to the Service on behalf of others. To moderate demands on Pipeno's resources, you may not use an agent to post Content to the Service without express permission or license from Pipeno. Correspondingly, Posting Agents are not permitted to post Content on behalf of others, to cause Content to be so posted, or otherwise access the Service to facilitate posting Content on behalf of others, except with express permission or license from Pipeno.

9. Proprietary rights

• 9.1 You acknowledge and agree that Pipeno (and its licensors) owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Pipeno and that you shall not disclose such information without Pipeno’s prior written consent.
• 9.2 Unless you have agreed otherwise in writing with Pipeno, nothing in the Terms gives you a right to use any of Pipeno’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
• 9.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Pipeno, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Pipeno's brand feature use guidelines as updated from time to time. These guidelines can be viewed online at http://www.pipeno.com/Guidelines (or such other URL as Pipeno may provide for this purpose from time to time).
• 9.4 Other than the limited license set forth in Section 11, Pipeno acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Pipeno, you agree that you are responsible for protecting and enforcing those rights and that Pipeno has no obligation to do so on your behalf.
• 9.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
• 9.6 Unless you have been expressly authorized to do so in writing by Pipeno, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
• 9.7 You acknowledge that Pipeno owns all right, title and interest in and to the Service, including all intellectual property rights (the "Pipeno Rights"). Pipeno Rights are protected by U.S. and international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. As described immediately below, Pipeno Rights do not include third-party content used as part of the Service, including the content of communications appearing on the Service.
• 9.8 Pipeno claims no ownership or control over any Content submitted, posted or displayed by you on or through Pipeno services. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any Content you submit, post or display on or through Pipeno services and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying Content on or through Pipeno services which are intended to be available to the members of the public, you grant Pipeno a worldwide, non-exclusive, royalty-free license to reproduce, publish and distribute such Content on Pipeno services for the purpose of displaying and distributing Pipeno services. Pipeno furthermore reserves the right to refuse to accept, post, display or transmit any Content in its sole discretion. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content submitted. You may choose to submit, post, and display any materials on or through the Service under a public license (e.g. a Creative Commons license), whether by manually marking your materials as such or using the Service tools to do so. For avoidance of doubt, Pipeno is not a party to any such public license between you and any third party. Also, for avoidance of doubt, Pipeno may choose to exercise the rights granted under (a) the public license or licenses, if any, you apply to your materials or (b) this Agreement.
• 9.9 Unless expressly authorized in writing by Pipeno, you agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes (a) any portion of the Service, (b) use of the Service, or (c) access to the Service.

10. License from Pipeno

• 10.1 Pipeno gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Pipeno as part of the Services as provided to you by Pipeno (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Pipeno, in the manner permitted by the Terms.
• 10.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Pipeno, in writing.
• 10.3 Unless Pipeno has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

11. Content license from you

• 11.1 You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give Pipeno a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. This license is for the sole purpose of enabling Pipeno to display, distribute and promote the Services and may be revoked for certain Services as defined in the Additional Terms of those Services.
• 11.2 You agree that this license includes a right for Pipeno to make such Content available to other companies, organizations or individuals with whom Pipeno has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.
• 11.3 You understand that Pipeno, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit Pipeno to take these actions.
• 11.4 You confirm and warrant to Pipeno that you have all the rights, power and authority necessary to grant the above license.

12. Software updates

• 12.1 The Software which you use may automatically download and install updates from time to time from Pipeno. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Pipeno to deliver these to you) as part of your use of the Services.

13. Ending your relationship with Pipeno

• 13.1 The Terms will continue to apply until terminated by either you or Pipeno as set out below.
• 13.2 If you want to terminate your legal agreement with Pipeno, you may do so by (a) notifying Pipeno at any time and (b) closing your accounts for all of the Services which you use, where Pipeno has made this option available to you. Your notice should be sent, in writing, to Pipeno’s address which is set out at the beginning of these Terms.
• 13.3 Pipeno may at any time, terminate its legal agreement with you if:
• • (A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
  • (B) Pipeno is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
  • (C) the partner with whom Pipeno offered the Services to you has terminated its relationship with Pipeno or ceased to offer the Services to you; or
  • (D) Pipeno is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
  • (E) the provision of the Services to you by Pipeno is, in Pipeno’s opinion, no longer commercially viable.
• 13.4 Nothing in this Section shall affect Pipeno’s rights regarding provision of Services under Section 4 of the Terms.
• 13.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Pipeno have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 20.7 shall continue to apply to such rights, obligations and liabilities indefinitely.

14. EXCLUSION OF WARRANTIES

• 14.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE OR LIMIT PIPENO’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
• 14.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”
• 14.3 IN PARTICULAR, PIPENO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
• • (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
  • (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
  • (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
  • (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
• 14.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
• 14.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PIPENO OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
• 14.6 PIPENO FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

15. LIMITATION OF LIABILITY

• 15.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT PIPENO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
• • (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
  • (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
  • • (I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
    • (II) ANY CHANGES WHICH PIPENO MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
    • (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
    • (IV) YOUR FAILURE TO PROVIDE PIPENO WITH ACCURATE ACCOUNT INFORMATION;
    • (V) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
• 15.2 THE LIMITATIONS ON PIPENO’S LIABILITY TO YOU IN PARAGRAPH 15.1 ABOVE SHALL APPLY WHETHER OR NOT PIPENO HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

16. Copyright and trade mark policies

• 16.1 It is Pipeno’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers. Details of Pipeno’s policy can be found at http://www.pipeno.com/Privacy
• 16.2 Pipeno operates a trade mark complaints procedure in respect of Pipeno’s advertising business, details of which can be found at http://www.pipeno.com/Support.
• 16.3 If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
• • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
  • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Pipeno's designated Copyright Agent to receive notifications of claimed infringement is: Sylvia Jaros, Pipeno Inc., 33 W 19th Street, 4th Floor, New York, NY 10011 email: Copyright at Pipeno dot com, Fax: 646-706-7255. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Pipeno customer service through http://www.pipeno.com/Support. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.
• 16.4 If you believe that content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content, you may send a counter-notice containing the following information to the Copyright Agent:
• • Your physical or electronic signature;
  • Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  • A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
  • Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in New York, New York, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
• If a counter-notice is received by the Copyright Agent, Pipeno may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Pipeno's sole discretion.

17. Advertisements

• 17.1 Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
• 17.2 The manner, mode and extent of advertising by Pipeno on the Services are subject to change without specific notice to you.
• 17.3 In consideration for Pipeno granting you access to and use of the Services, you agree that Pipeno may place such advertising on the Services.

18. Other content

• 18.1 The Services may include hyperlinks to other web sites or content or resources. Pipeno may have no control over any web sites or resources which are provided by companies or persons other than Pipeno.
• 18.2 You acknowledge and agree that Pipeno is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
• 18.3 You acknowledge and agree that Pipeno is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

19. Changes to the Terms

• 19.1 Pipeno may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Pipeno will make a new copy of the Universal Terms available at http://www.pipeno.com/TermsOfService and any new Additional Terms will be made available to you from within, or through, the affected Services.
• 19.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Pipeno will treat your use as acceptance of the updated Universal Terms or Additional Terms.

20. General legal terms

• 20.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
• 20.2 The Terms constitute the whole legal agreement between you and Pipeno and govern your use of the Services (but excluding any services which Pipeno may provide to you under a separate written agreement), and completely replace any prior agreements between you and Pipeno in relation to the Services.
• 20.3 You agree that Pipeno may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
• 20.4 You agree that if Pipeno does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Pipeno has the benefit of under any applicable law), this will not be taken to be a formal waiver of Pipeno’s rights and that those rights or remedies will still be available to Pipeno.
• 20.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
• 20.6 You acknowledge and agree that each member of the group of companies of which Pipeno is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
• 20.7 The Terms, and your relationship with Pipeno under the Terms, shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. You and Pipeno agree to submit to the exclusive jurisdiction of the courts located within the county of New York, NY to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Pipeno shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
• 20.8 To the extent permitted by law, before you invoke any dispute resolution mechanism with respect to a dispute involving any aspect of this Agreement, you shall notify Pipeno, and any other party to the dispute for the purpose of seeking resolution. If the dispute is not resolved within sixty (60) days after the initial notice, then a party may proceed in accordance with the following: (i) When each party to the dispute is a Canadian or U.S. resident or organization situated or doing business in Canada or the United States. All suits arising in connection with this Agreement shall be brought in the courts of New York County, New York. The parties agree that such courts shall have exclusive in personam jurisdiction and the parties submit to the exclusive in personam jurisdiction and venue of such courts. The parties further waive any right to a jury trial regarding any action brought in connection with this Agreement. (ii) Where one or more parties to the dispute is not a Canadian or U.S. resident or organization situated or doing business in Canada or the United States. All disputes arising in connection with this Agreement shall be finally settled under the Rules of Conciliation and Arbitration and under the auspices of the International Chamber of Commerce (ICC) as modified as necessary to reflect the provisions herein by one or more arbitrators. The place of arbitration shall be Geneva, Switzerland, and the proceedings shall be conducted in English. In cases involving a single arbiter, that single arbiter shall be appointed by mutual agreement of the parties. If the parties fail to agree to an arbiter within fifteen (15) days, the ICC shall choose an arbiter knowledgeable in computer software law, information security and cryptography or otherwise having special qualifications in the field, such as a lawyer, academician or judge in common law jurisdiction. Nothing in this Agreement will be deemed as preventing either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of this dispute as is necessary to protect either party's Intellectual Property Rights.

21. Payments, Fees, Deposits and Refunds

• 21.1 You agree that you are one or more of the following types of Pipeno Users:
• • (A) "Audience Member" means individuals or entities who come to a Pipeno site to view, contribute, purchase content, products and services.
  • (B) "Publisher" means individuals or entities who pay a monthly license fee for use of the Pipeno platform and enter into a revenue-sharing arrangement with Pipeno.
  • (C) "Contributor" means individuals or entities that edit or contribute content on a Pipeno site in the roles of Writer or Editor.
  • (D) "Advertisers" means individuals or entities who place free or paid advertisements in the Marketplace section, and/or utilizing the advertising units available on Pipeno sites.
  • (E) "Marketers" means individuals or entities who utilize Pipeno for marketing activities, including but not limited to, branded content or market research initiatives.
• 21.2 You agree that Audience Members are subject to the following payments and fees if they opt to subscribe or pay for the related products and/or services:
• • (A) Monthly subscription fees for premium articles, premium community discussions and premium newsletters as set by Publishers.
  • (B) Payments for one-time access to individual articles, packages of premium articles, e-books and printed books as set by Publishers.
  • (C) Payments for premium marketplace advertisements that receive priority placement in the marketplace gallery.
  • (D) Fees for virtual and physical events as set by Publishers. Virtual events are events that take place on the internet, such as Webinars. Physical events are events that take place at a physical location, such as Conferences.
  • (E) Payments for virtual gifts as set by Pipeno. Virtual gifts are non-physical objects that are purchased for use in online communities. They have no intrinsic value and, by definition, are intangible. When a Virtual Good is ordered via the Services, you are acquiring a one-time license to send that Virtual Gift to yourself or another user of the Services (a "Virtual Gifting"). The Virtual Gifting will remain in effect for a specified duration during which the Virtual Gift will be displayed on the Services in a location or locations deemed appropriate by Pipeno. The duration of a Virtual Gifting varies for each Virtual Gift and is indicated when that Virtual Gift is ordered. If no duration is indicated, then the Virtual Gifting will expire after one (1) year from the date of purchase. Upon expiration, Pipeno may or may not, at its sole discretion, remove any record or representation of the Virtual Gifting from the Services.
• 21.3 You agree that Publishers are subject to monthly platform usage fees of $29 per month and optional professional services fees. Approval and acceptance of professional services fees will be confirmed via e-mail prior to the delivery of such services. Pipeno reserves the right to offer discounts for monthly platform fees. If site revenue is greater than the monthly platform usage fees, Pipeno will deduct these fees from the monthly revenue sharing payments to be paid by Pipeno to the Publisher. The monthly revenue sharing payments will be made as follows:
• • (A) 80% of the Monthly subscription fees for premium articles, premium community discussions and premium newsletters will be paid to Publishers and Pipeno will retain 20%.
  • (B) 80% of the payments for access to individual articles, packages of premium articles, e-books and printed books will be paid to Publishers and Pipeno will retain 20%.
  • (C) 50% of the payments for premium marketplace advertisements that receive priority placement in the marketplace gallery will be paid to Publishers and Pipeno will retain 50%.
  • (D) 80% of the fees for virtual and physical events will be paid to Publishers and Pipeno will retain 20%.
  • (E) 50% of the payments for virtual gifts will be paid to Publishers and Pipeno will retain 50%.
• 21.4 You agree that Publishers bear the sole responsibility for compensating the Contributors they invite to collaborate as writers and editors on their sites.
• 21.5 You agree that Advertisers in the marketplace section are subject to Payments for premium marketplace advertisements that receive priority placement in the marketplace gallery via the terms of this universal agreement. Payments for advertising units available on Pipeno sites will be made according to terms of alternative agreements.
• 21.6 You agree that some Marketers will be be subject to payments and fees subject to alternative agreements.
• 21.4 You agree that Pipeno, at its sole discretion, may modify all payments and fees by providing You with prior written notice of the modification.
• 21.5 You agree that all payments and fees are non-refundable.
• 21.6 You agree that you will resolve all issues in relation to the purchase or sale of products and services directly with the affected party. Pipeno bears no responsibility for facilitating the resolution process of issues related to the delivery and fulfillment of products and services.
• 21.7 You agree that Pipeno, at its sole discretion, may suspend the purchase or sale of products and services without notice if we suspect abuse or interference with the proper working of the program.
• 21.8 You agree and understand that the term "Pips" refers to a type of virtual currency used on Pipeno. You agree that you will conduct all of the following transactions in Pips:
• • (A) Monthly subscription fees for premium articles, premium community discussions and premium newsletters as set by Publishers.
  • (B) Payments for access to individual articles, packages of premium articles, e-books and printed books as set by Publishers.
  • (C) Payments for premium marketplace advertisements that receive priority placement in the marketplace gallery.
  • (D) Fees for virtual events as set by Publishers.
  • (E) Payments for virtual gifts as set by Pipeno.
• 21.4 You agree that Pips expire one year from the date of purchase.
• 21.5 You agree that you will purchase Pips via Paypal, using your local currency, to conduct the transactions mentioned in section 21.8.
• 21.6 You agree and understand that Pips will have a variable exchange rate related to your local currency. The variable exchange rate for Pips does not correspond to official global foreign exchange rates and corresponds to Pipeno's exchange rate table.
• 21.7 You agree that Pipeno, at its sole discretion, may opt to charge for some products and services (such as physical events, advertising and donations) in dollars or corresponding local currencies, instead of Pips.
• 21.8 You agree that monthly platform usage fees will be charged in advance to Your selected payment method. If Your selected payment method is invalid or You are otherwise past due in your payments for any reason, the Services may be terminated and removed from Pipeno's servers by Pipeno with or without notice, and all the information contained within deleted permanently. Pipeno accepts no liability for information or content that is deleted due to an invalid payment method or where Your payments are past due. Reactivation of the Services after termination or cancellation for any reason shall require the payment of additional setup fees. In the event You fail to pay charges, Pipeno may assign unpaid late balances to a collection agency for appropriate action. In the event legal action is necessary to collect on balances due, You agree to reimburse Pipeno for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses. You also agree to pay all current charges for the Services as well as taxes and fees assessed against You or Pipeno on the charges and all late payment, interest, or other fees as stated on Your bill. Pipeno may modify its billing practices or late payment charges by providing You with prior written notice of the modification.
• 21.9 You agree that Pipeno, at its sole discretion, may offer discounts or special offers from time to time.
• 21.10 You agree to not use Pipeno for any form of commercial gain not expressly mentioned in these terms of service without Pipeno's prior written consent.
• 21.11 You agree that Pipeno will collect and calculate all fees and payments for all commercial activity conducted by You using the Pipeno platform. All fees and payments will be subject to revenue sharing with Pipeno as mentioned in Section 21.3 and/or by other alternative agreements. Payment shall be calculated solely based on records maintained by Pipeno. No other measurements or statistics of any kind shall be accepted by Pipeno or have any effect under this Agreement.
• 21.12 You agree that payments to You shall be sent by Pipeno within approximately thirty (30) days after the end of each calendar month that Your earned balance is $100 or more. In the event the Agreement is terminated, Pipeno shall pay Your earned balance to You within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated by You (following Pipeno's receipt of Your written request, including by email, to terminate the Agreement) or by Pipeno. In no event, however, shall Pipeno make payments for any earned balance less than $10.
• 21.13 Notwithstanding the foregoing, Pipeno shall not be liable for any payment based on:
• • (a) any amounts which result from invalid queries, invalid Referral Events, or invalid clicks or impressions generated by any person, bot, automated program or similar device, as reasonably determined by Pipeno, including without limitation through any clicks or impressions
  • • (i) originating from Your IP addresses or computers under Your control,
    • (ii) solicited by payment of money, false representation, or request for end users to click on Pipeno content, or
    • (iii) solicited by payment of money, false representation, or any illegal or otherwise invalid request for end users to complete transactions;
  • (b) content and/or products and services delivered to end users whose browsers have JavaScript disabled;
  • (c) valid clicks co-mingled with a significant number of invalid clicks described in (a) above, or as a result of any breach of this Agreement by You for any applicable pay period.
• Pipeno reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement by You, pending Pipeno's reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that an advertiser whose Ads are displayed in connection with Your Property(ies) defaults on payment for such Ads to Pipeno. In addition, if You are past due on any payment to Pipeno in connection with any Pipeno program (including without limitation monthly platform usage fees), Pipeno reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to You in connection with the Program by amounts owed by You to Pipeno.
• 21.14 You agree that to ensure proper payment, You are solely responsible for providing and maintaining accurate address and other contact information as well as payment information associated with Your account. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have U.S. Activities (as described on the Pipeno Tax Information Page located at https://www.Pipeno.com/taxinfo, or such other URL as Pipeno may provide from time to time) or a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, as required by the U.S. tax authorities.
• 21.15 Any bank fees related to returned or canceled checks due to a contact or payment information error or omission may be deducted from the newly issued payment.
• 21.16 You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your usage of the Pipeno platform.
• 21.17 You agree that Pipeno may change its pricing and/or payment structure and terms at any time. If You dispute any payment, You must notify Pipeno in writing within thirty (30) days of any such payment; failure to so notify Pipeno shall result in the waiver by You of any claim relating to any such disputed payment.
• 21.18 From time to time Pipeno may be holding funds, payments and other amounts due to You. You acknowledge and agree that Pipeno may, without further notice to You, contribute to a charitable organization selected by Pipeno all funds, payments and other amounts that are held by Pipeno and that are due to You (if any), but which Pipeno is unable to pay or deliver to You because Your account is Inactive. “Inactive” means that, based on Pipeno’s records: (a) for a period of two (2) years or more You have not logged into your account or accepted funds, payments or other amounts that Pipeno has attempted to pay or deliver to You, and (b) Pipeno has been unable to reach You, or has not received adequate payment instructions from You, after contacting You at the address shown in Pipeno’s records.
• 21.19 You agree that you are the owner, or an authorized user, of the payment method you have chosen, and confirming that Pipeno is entitled to charge the referenced payment method for the particular subscription fee and other charges, if any, applicable to the particular payment plan that you have chosen.
• 21.20 You agree that the cancellation of your Account(s) and related payment plan(s) and Services hereunder is your sole right and exclusive remedy with respect to any dispute that you may have that relates in any manner to the Services, including, without limitation, any dispute arising from or in connection with the Terms of Service or any of Pipeno's policies, rules, regulations, or guidelines relating to the Service or your ability or inability to access and/or use the Services.
• 21.21 You agree that Pipeno, at its sole discretion, may give audience members Free Pips for promotional purposes without limitations on the Pipeno sites they can spend them on. Audience members may use these Pips for the purchase of products or services on your site(s) or other Pipeno sites. You will not be compensated for products or services sold using Free Pips distributed for promotional purposes but you will benefit from the potential of increased user traffic to your site which could translate into more revenue for your site later.
• 21.22 Monthly platform usage fees and other subscription fees shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter) unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.
• 21.23 You agree that you will host your site on a Pipeno sub-domain, on a domain that you own, or on a sub-domain of a site you own.
• 21.24 You agree and understand that Pipeno, at its sole discretion, and to avoid disruption of the audience experience, may claim Publisher control of the Pipeno sub-domain where your site is hosted and suspend your publishing privileges for reasons including, but not limited to (a) your not updating content on the site for 30 days or more, and/or (b) your not moderating staff and audience contributions for 7 days or more. Pipeno strongly recommends that you collaborate with other editors and writers to keep content fresh and updated on your site so that content is updated on your site frequently and audience/staff contributions are reviewed and approved quickly. Pipeno, at its sole discretion, may opt to return Publisher privileges back to you at your request within 3 months of your loss of publisher privileges on your Pipeno sub-domain, and/or hand over Publisher privileges on your site to other members of the site community.
• 21.25 You agree that Pipeno will never take control of sites hosted on domains or sub-domains you own, unless requested by you, and mutually agreed with Pipeno.