Terms of Service

PIPS Terms of Service

Last updated April 10, 2014

THESE ARE THE GENERAL TERMS AND CONDITIONS GOVERNING YOUR USE OF THIS WEBSITE, ANY 3P MOBILE APPLICATION, AND ANY OF OUR OTHER SERVICES INCLUDING ANY UPDATES (COLLECTIVELY, THE "SERVICES"). BY ACCESSING, USING OR REGISTERING AS A USER OF THIS WEBSITE OR ANY OF OUR OTHER SERVICES, YOU ARE CONCLUDING A LEGALLY BINDING AGREEMENT BASED ON THESE TERMS WITH 3P PARTNERS, INC. THESE TERMS OF USE (THE "AGREEMENT") SET FORTH THE TERMS AND CONDITIONS GOVERNING YOUR USE OF OUR SERVICES.

Introduction

Welcome to the PIPs Reward Program. This website, and the information, content, services and products it makes available (collectively, the "Site") together with all of our other Services, is provided to you by 3P Partners, Inc., a New York benefit corporation ("3P," the "Company" or "We").

PIPs Reward Program

Membership

Membership in the PIPs Reward Program is free. To be eligible to earn or redeem PIPs, you must create a PIPs Member Account. Once you create a PIPs Member Account you become a member of the PIPs Reward Program. Your participation in the PIPs Reward Program is personal to you and PIPs may not be assigned or transferred to any third-party except as expressly contemplated under and in accordance with these Terms of Use. As a member of the PIPs Reward Program (a "Member"), you can earn and redeem PIPs in accordance with these Terms of Use. You are responsible for reviewing the balance in your PIPs Member Account on a regular basis and for checking to ensure that PIPs have been properly credited and debited in your PIPs Member Account. You may not have more than one PIPs Member Account. The sale, transfer, lending, exchange, pooling or barter of PIPs or any PIPs Member Account, other than by 3P, is expressly prohibited and any action taken in breach of these Term of Use may result in the confiscation or cancellation of your PIPs and/or your PIPs Reward Account in 3P's sole discretion.

Earning PIPs

PIPs may be earned in a number of ways. PIPs may be earned by you when you make purchases with the Marketplace Partners featured through our Services (each, a "Marketplace Partner"). You may also earn PIPs when you take certain actions with our Preferred Partners who have created programs with 3P through which you are rewarded with PIPS in exchange for certain actions taken by you with the Preferred Partner (each, a "Preferred Partner"). In addition, 3P and certain partners may create special events together (each, a "Premium Partner"), and PIPs may be earned by you through your participation in these special events.

From time to time, 3P may announce other ways that you can earn PIPs, such as upon creating your Membership Account and in connection with our PIPs Refer a Friend Program. In such cases the terms of such awards, including the amount of PIPs rewarded and any limitation on the number of Members eligible to receive PIPs in connection with the PIPs Refer a Friend Program, shall be as determined by 3P in its sole discretion. For example, to earn a Refer a Friend award, 3P may require that the referred new Member make a purchase with a value of at least $25.00 during the first 365 days of his/her membership in the PIPs Reward Program. Please note that any awards made in connection with the Refer a Friend Program are given for the purpose of attracting brand new Members to the PIPs Reward Program. Therefore, a Member may only earn one PIPs referral bonus per individual person referred.

Our Marketplace Partners, Preferred Partners and Premium Partners (collectively, our "Partners") may have special requirements for earning PIPs and you will not earn PIPs unless and until those requirements are met. In addition, to earn PIPs you must be 13 years of age or older, you must reside in the United States, and you must have Internet access and a valid working email account. 3P is not responsible for tracking problems resulting from incorrect usage of the Services, disabling cookies, computer issues resulting from unknown causes such as third-party software or other issues, partner errors or omissions, or from any other failure of tracking mechanisms.

In addition, to earn PIPs through transactions with our Marketplace Partners, you must satisfy the following criteria: (i) you must log into your PIPs Membership Account before you link from the Services to a Marketplace Partner's site; (ii) you must link to the Marketplace Partner's site through our Services; (iii) you must have cookies enabled; (iv) you must complete your transaction; and (iv) you must return to our Services each time you wish to conduct an additional PIPs-earning transaction with a Marketplace Partner. In addition, if any of the following occur, you may not earn PIPs in connection with a transaction with a Marketplace Partner: (i) you allow too much time to elapse between linking to the Marketplace Partner's site and completing a transaction there; (ii) you fail to abide by the restrictions or requirements imposed by a Marketplace Partner; (iii) you click on any special offers or other coupons while making your transaction; (iv) you click on other toolbars while conducting your transaction; (v) you type a new address (URL) in any window opened by the PIPs Reward Program; (vi) the Marketplace Partner fails to transmit to 3P information about any purchase that would otherwise qualify for PIPs; (vii) a Marketplace Partner fails to comply with the terms of 3P's agreement with such Marketplace Partner; (viii) you return the item purchased in a PIPs-earning transaction; and/or (ix) you are notified that you or certain purchases are not eligible to earn PIPs. 3P will not be responsible for any PIPs it has not awarded to you where it was unable to make the award due to incorrect, incomplete, inaccurate or outdated PIPs Member Account information. All determinations of whether or not a purchase made through a Marketplace Partner qualifies for PIPs are made by 3P in its sole discretion.

Each time you earn PIPs through activity with a Partner, the number of PIPs to be awarded will be noted in your PIPs Member Account as "Pending" within a reasonable amount of time after the Partner reports the transaction to 3P. Depending on the applicable Partner's terms and conditions, the PIPs may thereafter be immediately available for redemption or, if you have return rights, the PIPs will only become redeemable upon the expiration of the applicable return period. If you believe that you have earned PIPs that do not appear in your account, you must contact 3P Customer Support within sixty (60) days of the date of the purchase/order to which the discrepancy relates. If you fail to contact 3P within that sixty (60)-day period, the PIPs noted in your PIPs Member Account shall be deemed to be accurate as of that date and your hereby waive any right to dispute the number of PIPs earned by you in connection with the transaction to which the discrepancy relates. At such time as a PIPs is redeemable, it will be noted as "Available" in your PIPs Reward Account and thereafter you may redeem your PIPs in accordance with the terms of this Terms of Use (See "Redeeming PIPs" below). 3P reserves the right to change the number of PIPs that may be earned for various earn opportunities and to impose limits and/or processing fees on PIPs earnings.

3P is not responsible for changes to, or discontinuance of, any Partner, or any Partner's withdrawal from the PIPs Reward Program, or for any effect on accrual of PIPs caused by such changes, discontinuance or withdrawal.

Redeeming PIPs

Whenever it's noted in your PIPs Member Account that PIPs are "Available," you may use those PIPs for various redemption options that may be made available by 3P, you may donate your PIPs to one of the non-profits listed through our Services, or you may invest your PIPs in one of the micro-investment Partners listed through our Services. Qualification for a given redemption, donation, or micro-investment option is subject to specific conditions that are set in the sole discretion of 3P and/or our Partners. Such conditions may be adjusted by 3P and/or our Partners at any time. 3P reserves the right to change the number of PIPs that may be required to redeem a reward or that may be used for various activities (e.g., donations and micro-investments) and to impose limits and/or processing fees on PIPs redemptions, donations, and investments. PIPs redemptions are subject to availability (which may be limited) of the redeemed product or service, terms and conditions of the applicable Partner and/or as listed in connection with the redemption opportunity and may be subject to change at any time. In the event that a Partner refuses to honor a PIPs redemption for any reason, other than suspicion of theft or fraud, 3P's sole obligation will be to credit the PIPs Member Account of the Member for the number of PIPs that were to be redeemed. Please note that any to the extent that you wish to deduct from your taxes any donation of PIPS made by you to any of our non-profit Partners, you must obtain a tax deduction receipt directly from the Partner and you acknowledge and agree that 3P is not able to generate such certificate and 3P cannot guarantee the generation of any such certificate by the non-profit Partner. In addition, to the extent that you choose to invest your PIPs with any of our micro-investment Partners, the terms and conditions of such investment shall be as agreed upon by you and the micro-investment Partner and we shall not be party to that transaction nor shall we be responsible for the outcome of any such investment.

PIPs have no cash value until such time as you request and receive a redemption in accordance with these Terms of Use and you shall have no property rights or other legal interest in your PIPs Member Account or in any of the PIPs in your PIPs Member Account. PIPs are not redeemable for cash or any other form of currency or credit and cannot be returned, exchanged, refunded or replaced by cash or rewards other than those offered through our Services. PIPs are nonrefundable under any circumstances once PIPs are redeemed. You are responsible for any taxes that may be due on PIPs redeemed by you.

Audit

3P reserves the right to (a) audit your PIPs Member Account at any time for compliance with this Agreement, without notice to you, and (b) to change accrued PIPs totals without notification if such audit reveals errors, inaccuracies or miscalculations.

Termination of PIPs Reward Program

3P reserves the right to terminate the PIPs Reward Program in whole or in part at any time with or without notice and without any further liability or obligation to you.

Coupons, Discounts and Special Offers

From time to time our Partners may provide coupons, discounts or other special offers (collectively, "Offers") to our Members. 3P is not responsible for the redemption, errors/omissions or expiration of any such Offers and it is your responsibility to make sure that any Offer that you wish to apply to a transaction is present in the checkout process with any Partner. All Offers are subject to change without notice. 3P has no control over the legality of any Offers made by our Partners, the ability of any of our Partners to complete a transaction in accordance with any Offer, or the quality of the goods and/or services offered by any Partner. 3P has no control over whether any Partner will honor any Offer shown on our Site or their site and 3P does not guarantee the accuracy or completeness of the information contained on our Site or their site in connection with any Offer. In the event that you have a dispute with a Partner that relates to 3P, including in connection with anything posted through our Services or the use of any information from our Services, you agree to waive and release 3P and the other Related Parties (as defined below) from any and all claims, demands, actions, damages (actual and consequential), losses, costs or expenses of every kind and nature, known and unknown, disclosed and undisclosed, relating to any such dispute.

Modifications to this Agreement

From time to time, in our sole discretion, we may make changes to this Agreement by updating this posting on the Site and in any of our Mobile Applications. At such time, we will specify the effective date of the new version of the Agreement. Your continued use of our Services following the posting of a new version of the Agreement constitutes your acceptance of the new version of the Agreement, including all changes thereto.

Contact Information

If you have any questions or concerns with respect to this Agreement or our Services you may contact the Company at support@pipsrewards.com.

Intended Audience/Disclaimer for Access Outside of the United States

Our Services are controlled, operated and administered by the Company from within the United States of America. The Company makes no representation that materials at this site are appropriate or available for use at other locations outside of the United States and access to them from territories where their contents are illegal is prohibited. You may not use our Services or export the materials in violation of U.S. export laws and regulations. If you access our Services from locations outside of the United States, you are responsible for compliance with all local laws. Moreover, our Services are directed to adults in the United States and is not intended for children under the age of eighteen.

Privacy

We describe our current practices related to personally identifiable information collected through the Services in our Privacy Policy and we may update our policies and practices from time to time in our sole discretion. To the extent that there are inconsistencies between this Agreement and the Privacy Policy, this Agreement shall govern.

Your Use of Content and Information � Disclaimer with Respect to Content

A variety of information, content, software, including for example articles, reviews, directories, advice, messages, comments, posts, text, data, recommendations, letters, guides, text, photographs, images, illustrations, graphics, music, sound, audio clips, video, html, source and object code, trademarks, logos, and the like ("Content") is available through our Services. Some of the Content is provided by us or our suppliers, and other Content is provided by persons who use our Services ("Users"), such as User opinions and views provided via posts to chat rooms, blogs, bulletin boards, or discussion forums. While we strive to keep the Content that we post through our Services accurate, complete, and up-to-date, we cannot guarantee, and we are not responsible for, the accuracy, completeness, or timeliness of any Content, whether provided by us or our suppliers, or by Users of the Services. We do not have any obligation to prescreen, edit, or remove any Content provided by Users that is posted on or available through the Services. Any opinions, advice, statements or other information expressed or made available by Users or third parties, including but not limited to bloggers, are those of the respective User or other third party and not of the Company. We do not endorse and we are not responsible for the accuracy or reliability of any opinion, advice or statement made through the Services and we do not endorse or recommend any specific service providers or professionals mentioned through the Services. Notwithstanding the foregoing, we do have the right (but not the obligation), in our sole discretion and for any reason, to prescreen, edit, refuse to accept, remove, or move any such Content. Reliance on any information provided through the Services is solely at your own risk.

Ownership and Intellectual Property Rights

Ownership

The Services, including the Site and any 3P Mobile Applications are owned by 3P Partners, Inc. All right to, title to, and interest in the Content available via the Services, the Site's and any 3P Mobile Application's look, feel, selection and arrangement, the designs, trademarks, service marks, and trade names displayed in connection with the Services, and the Site URLs, are the property of 3P Partners, Inc. or its affiliated companies, licensors or suppliers, and are protected by copyrights, trademarks, patents, or other proprietary rights and laws. The entire contents of the Site and any 3P Mobile Application are copyrighted as a collective work/compilation. The Company owns copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of such content in whole or in part.

License to Use Content

3P Partners, Inc. grants you a nonexclusive, nontransferable, revocable, limited license to view, copy, print, and distribute Content retrieved through the Services only for your personal, noncommercial use, and you may download or print a single copy of any portion of the Content solely for your personal, noncommercial use provided you do not remove or obscure any trademark, copyright or other notice displayed on or in conjunction with such Content. You may not use any Content available through the Services in any other manner or for any other purpose without the prior written permission of 3P Partners, Inc. All rights not expressly granted in this Agreement are expressly reserved to 3P Partners, Inc.

Trademark Notices

All trademarks, service marks, logos and designs used in connection with the Services, whether registered or unregistered, are owned by 3P Partners, Inc. or other third parties. You may not use or display any trademarks, service marks, logos or designs owned by 3P Partners, Inc. or its affiliates without our prior written consent.

Your Contact with Advertisers

Your dealings with advertisers accessible through the Services are solely between you and the advertiser. Links are provided solely as a convenience to Users and should not be construed as an endorsement by 3P Partners, Inc. of content, items, or services provided by advertisers. You access and use advertiser sites, including the content, items, or services on those sites, and you enter into dealings with such advertisers, solely at your own risk. 3P Partners, Inc. does not make any representations or warranties with respect to any content or privacy practices, or otherwise with respect to such advertisers or any items or services that may be obtained from such advertisers, and you agree that 3P Partners, Inc. will have no liability with respect to any loss or damage of any kind incurred as a result of any dealings between you and any advertiser, or as a result of the presence of such advertisers in connection with our Services.

Access

You agree that you will not exceed the limited access to the Site granted to you or use any robot, spider, scraper or other automated means to access the Site for any purpose. You further agree that you will not (i) take any action that in our sole discretion imposes or may impose an unreasonable or disproportionately large load on our infrastructure; (ii) interfere with the proper working of the Site or any activities conducted on the Site; or (iii) bypass any robot exclusion headers or other measures we may use to prevent or restrict access to the Site.

Disclaimer of Warranties and Limitation of Liability

YOU ACKNOWLEDGE THAT YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SITE, THE MATERIALS ON THE SITE, AND THE SOFTWARE MADE AVAILABLE ON THE SITE, IF ANY, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, AND THE COMPANY AND ITS AFFILIATES, AGENTS, LICENSORS, CONTENT PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, SHAREHOLDERS, REPRESENTATIVES, CONTRACTORS AND THEIR ASSIGNS (COLLECTIVELY, THE "RELATED PARTIES") HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, COMPLETENESS, RELIABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY, QUALITY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY THE SITE. THE COMPANY AND THE RELATED PARTIES DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED ON THE SITE OR THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THE SITE WILL MEET YOUR REQUIREMENTS AND 3P ASSUMES NO RESPONSIBILITY FOR ANY DAMAGE CAUSE BY YOUR ACCESS , OR INABILITY TO ACCESS, OUR SITE, INCLUDING , BUT NOT LIMITED TO, YOUR INABILITY TO RECEIVE PIPS IN CONNECTION WITH ANY TRANSACTION. NEITHER THE COMPANY NOR ANY OF THE RELATED PARTIES ARE RESPONSIBLE OR LIABLE FOR CONTENT POSTED BY THIRD PARTIES, ACTIONS OF ANY THIRD PARTY, OR FOR ANY DAMAGE TO, OR VIRUS OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY. IF YOUR USE OF THE SITE RESULTS IN THE NEED TO SERVICE OR REPLACE EQUIPMENT OR DATA, NO 3P RELATED PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS. YOU AGREE THAT NEITHER 3P NOR ANY OTHER RELATED PARTY WILL BE LIABLE FOR ANY COSTS, DAMAGES OR OTHER LOSSES ARISING OUT OF A DISPUTE BETWEEN YOU AND ANY 3P PARTNER (INCLUDING ANY MARKETPLACE PARTNER, PREFERRED PARTNER OR SEPCIAL EVENTS PARTNER) AND YOU HEREBY EXPRESSLY WAIVE ANY SUCH CLAIM AGAINST 3P AND THE OTHER RELATED PARTIES. 3P DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING ANY GOODS OR SERVICES OFFERED OR PROVIDED BY ANY OF OUR PARTNERS (INCLUDING ANY MARKETPLACE PARTNER, PREFERRED PARTNER OR SEPCIAL EVENTS PARTNER); ANY ACT OR OMISSION BY 3P IN ADMINISTERING THE SITE OR THE PIPS REWARD PROGRAM; OR THE PURCHASE OR USE OF ANY GOODS OR SERVICES OF OUR PARTNERS (INCLUDING ANY MARKETPLACE PARTNER, PREFERRED PARTNER OR SEPCIAL EVENTS PARTNER), EVEN IF 3P HAS BEEN ADVISED OF THE PSSIBILITY OF SUCH DAMAGES,CLAIMS OR LOSSES AND NOTHWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

NEITHER 3P PARTNERS, INC. NOR ANY OF THE OTHER RELATED PARTIES ASSUME RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE CONTENT AVAILABLE VIA THE SERVICES. YOU MUST EVALUATE, AND BEAR ALL RISKS ASSOCIATED WITH THE USE OF ANY CONTENT, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF SUCH CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER 3P PARTNERS, INC. NOR THE OTHER RELATED PARTIES ARE LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF USERS OR THIRD PARTIES.

ADDITIONALLY, IN NO EVENT WILL 3P PARTNERS, INC. OR ANY OF THE OTHER RELATED PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR ANY OTHER SUCH DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE RESULTING FROM (1) THE USE OF, OR THE INABILITY TO USE, THE SITE OR ANY ITEM PURCHASED THROUGH THE SITE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ITEMS, OR WEB SITES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (5) ANY OTHER MATTER RELATING TO THE SITE. YOU ALSO AGREE THAT 3P IS NOT RESPONSIBLE OR LIABLE FOR THE AVAILABILITY, ACCURACY, CONTENT, RELIABLITY OR ADVERTISING OF THE MERCHANDISE OR SERVICES OFFERED BY ANY 3P PARTNER (INCUDING WITHOUT LIMITATION ANY MARKETPLACE PARTNER, PREFERRED PARTNER, OR PREMIUM PARTNER). THESE LIMITATIONS WILL APPLY WHETHER OR NOT 3P PARTNERS, INC. OR ANY RELATED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

IN THE EVENT OF ANY LIABILITY, THE COMPANY AND THE RELATED PARTIES SHALL BE COLLECTIVELY LIABLE ONLY TO THE EXTENT OF DAMAGES INCURRED BY YOU, NOT TO EXCEED U.S. $50. ANY CAUSES OF ACTION YOU MAY HAVE WITH RESPECT TO THE COMPANY OR THE SITE MUST BE FILED IN A COURT OF COMPETENT JURISDICTION SITTING IN NEW YORK, NEW YORK WITHIN TWO (2) MONTHS OF THE TIME IN WHICH THE EVENTS GIVING RISE TO SUCH CLAIM BEGAN OR YOU AGREE TO WAIVE SUCH CLAIM. REMEDIES UNDER THESE TERMS AND CONDITIONS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS AND CONDITIONS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

Indemnification

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS 3P PARTNERS, INC. AND THE OTHER RELATED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR DEFAMATION, TRADE DISPARAGEMENT, PRIVACY, INTELLECTUAL PROPERTY INFRINGEMENT, AND CLAIMS THAT YOU HAVE FOUND SOMETHING YOU HAVE HEARD, VIEWED OR DOWNLOADED FROM THIS SITE OR ANOTHER WEBSITE TO WHICH IT IS LINKED TO BE OBSCENE, OFFENSIVE, DEFAMATORY, OR INFRIGING UPON YOUR INTELLECTUAL PROPERTY RIGHTS) AND DAMAGES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) ARISING FROM OR RELATING TO ANY ALLEGATIONS REGARDING: (1) YOUR ACCESS OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR THE INFORMATION CONTAINED ON THIS SITE OR OTHER WEBSITES TO WHICH IT IS LINKED; (2) THE COMPANY'S USE OF ANY CONTENT YOU PROVIDE; (3) INFORMATION OR MATERIAL POSTED OR TRANSMITTED THROUGH YOUR PIPS MEMBERSHIP ACCOUNT, EVEN IF NOT POSTED BY YOU; AND, (4) ANY VIOLATION OF THIS AGREEMENT BY YOU.

Your Account

You are responsible for maintaining the confidentiality of any passwords associated with any account you have in connection with our Services, monitoring all activity under the account, and assuming full responsibility for all activities that occur under your account (unless we cause a security breach). 3P is entitled to act on instructions received under your username and password. 3P is not responsible for any redemptions made in your PIPs Member Account by someone else who uses your name or password. 3P is not responsible any other losses or liabilities incurred through use of your password by a third party.

Submissions

The Company always welcomes suggestions and comments regarding the Site and/or the Services we provide. Any comments or suggestions submitted to the Company or the Site, either online or offline, will become the Company's property upon their submission. This policy is intended to avoid the possibility of future misunderstandings when projects developed by the Company might seem to others to be similar to their own submissions or comments.

Modification or Suspension of the Site

3P Partners, Inc. may at any time modify, discontinue, or suspend its operation of this Site and/or any of the Services, or any part thereof, temporarily or permanently, without notice to you.

Termination

Either party may terminate the Agreement for any or no cause, at any time, by notice, which shall be effective immediately or as specified in the notice. After termination, you shall no longer access the Site or any of the Company's other Services. The provisions of this Agreement which by their intent or meaning intended to survive such termination shall continue to apply indefinitely.

Severability of Agreement

If any provision of the Agreement is found by a court or other binding authority to be invalid, you agree that every attempt shall be made to give effect to the parties' intentions as reflected in that provision, and the remaining provisions contained in the Agreement shall continue in full force and effect.

Applicable Law

This Agreement and the resolution of any dispute related to this Agreement or the Site or any of the other Services shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any principles of conflicts of law. Any legal action or proceeding between 3P Partners, Inc. and you related to the Agreement shall be brought exclusively in a court of competent jurisdiction sitting in New York, New York, and you agree to submit to the personal and exclusive jurisdiction of such courts.