Welcome to Qlipso! Qlipso is an online service that enables our members to participate with and watch media content together from all over the web in one easy-to-use site and Software package. Our members can also create their own lounges, add videos to live lounges and chat about them with their friends. We hope you enjoy it and create some fun lounges! These Terms of Use govern your use of the websites, content and services offered through Qlipso. As well, your affirmative act of using Qlipso signifies that you agree to the following Terms of Use, you consent to the information practices disclosed in the Privacy Policy and you consent to receive required notices and to transact with us electronically. If you do not agree, do not use Qlipso. References to Qlipso herein refer to the website and to 2Peer Ltd. (which is the owner and operator of this website), or its affiliates, subsidiaries and designees as deemed appropriate by 2Peer Ltd.

CHANGES TO QLIPSO

We may change the Terms of Use, Member Agreement, Privacy Policy or the Copyright Compliance Policy at any time. We may discontinue or change any service or feature on Qlipso at any time and without notice. You are responsible for checking these terms periodically for changes. If you continue to use Qlipso after we post changes, you are signifying your acceptance of the new terms.

MEMBERS

Qlipso offers some enhanced features, such as lounge creation or media addition to a lounge queue, that is available only to registered users of Qlipso and require you to sign in to use them. Your use of these enhancements will be subject to the Qlipso Member Agreement.

UPDATES & YOUR CONSENT

You agree that we may provide you with Qlipso updates, required notices, agreements and other information concerning Qlipso electronically. If you want to withdraw your consent to receive notices electronically, you must discontinue your use of Qlipso.

PRIVACY POLICY

Qlipso’s Privacy Policy explains the practices that apply to your information when you use Qlipso. Your ongoing use of Qlipso signifies your consent to the information practices disclosed in our Privacy Policy.

YOUR RESPONSIBILITIES

You may use Qlipso for lawful purposes only. You may not submit or transmit any material, or otherwise engage in any conduct that:

• Violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity or other proprietary rights;
• Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, or contains explicit or graphic descriptions, or accounts of, sexual acts;
• Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
• Impersonates any person, business or entity, including Qlipso and its employees and agents;
• Contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
• Encourages conduct that would constitute a criminal offense, or that gives rise to civil liability;
• Violates these Terms of Use, guidelines or any policy posted on Qlipso, or
• Interferes with the use of Qlipso by others.

You shall remain solely responsible for the content of any communications, materials and content posted by you and you agree to indemnify Qlipso and its affiliates for all claims resulting from any such communications, materials and content you post. You may not use Qlipso in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of Qlipso. You may not attempt to gain unauthorized access to any services, user accounts, computer systems or networks, through hacking, password mining or any other means. We may take any legal and technical remedies to prevent the violation of this provision and to enforce these Terms of Use. Violation of any of these agreements will result in the termination of your Qlipso account and Qlipso reserves the right to notify appropriate authorities of all pertinent information whenever illegal use of the site is detected. While Qlipso prohibits such conduct and content on its site, you understand and agree that by providing you with the ability to view and distribute user-generated content on the site, Qlipso is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the site and cannot be responsible for the Content posted on its website and you nonetheless may be exposed to such materials that you use in the Qlipso service at your own risk.

SPAM

You may not use Qlipso or any of our communication tools to transmit, directly or indirectly, any unsolicited bulk communications (including e-mails and instant messages). You may not harvest information about our users for the purpose of sending, or to facilitate the sending, of unsolicited bulk communications. You may not induce or allow others to use Qlipso to violate the terms of this section. We may terminate your access or use of Qlipso immediately and take any other legal action if you, or anyone using your access to Qlipso violates these provisions. We may take any technical remedies to prevent unsolicited bulk communications from entering, utilizing, or remaining with in our computer or communications networks.

PROPRIETARY RIGHTS

We, our suppliers, and our users who lawfully post text, messages, information, software, images, audio, games and video ("Content") on Qlipso own the property rights to that Content. The Content is protected by international treaties, and by copyright, trademark, patent, and trade secret laws and other proprietary rights. For example, we own a copyright in the selection, organization, arrangement, and enhancement of the Content, as well as in our original Content. The look and feel of our color combinations, button shapes, and other graphical elements on Qlipso, including, without limitation, the text, software, scripts, graphocs, photos, sounds, music, videos, and all trademarks, service marks, trade names, slogans, logos, and other indicia of origin (collectively, "Marks") that appear on the Qlipso website or in connection with the services provided by Qlipso, are copyrighted, trademarked or are other proprietary subject matter and are the property of Qlipso and/or its affiliates, licensors and/or licensees, as applicable, are protected by intellectual property laws, and your use of them is governed by such laws, this Agreement and any applicable end-user license agreements. You may not copy, display or use any of the Marks without prior written permission of the Mark owner. Marks may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of Qlipso.

You understand that all content, including, without limitation all data, links, search results and all information, text, software, music, photos, images, sound, graphics or other materials made available or accessible through the website, whether publicly available or privately transmitted, is the sole property of the owner thereof.

LICENSE TO USE QLIPSO

You may use Qlipso and the Content offered on Qlipso only for personal, non-commercial purposes unless otherwise granted explicit written consent from Qlipso. You may use Content for personal use only and subject to the rules that accompany that particular Content. You may not use the Content in a manner that exceeds the rights granted for your use of the Content. You may not use any data mining, robots, or similar data gathering and extraction tools on the Content, frame any portion of Qlipso or Content, or reproduce, reprint, copy, store, publicly display, broadcast, transmit, modify, translate, port, publish, sublicense, assign, transfer, sell, loan, or otherwise distribute the Content without our prior written consent. You may not circumvent any mechanisms included in the Content for preventing the unauthorized reproduction or distribution of the Content. Qlipso tools make it possible to embed content to outside websites. Qlipso supports this as an accepted use, however, pages on other websites which display Qlipso content must provide a link back to Qlipso to the specific page where the content originates on Qlipso.

PUBLIC LOUNGES

Certain areas of Qlipso may allow you to post Content that can be accessed and viewed by others, including the public in general. You may only post Content to public areas on Qlipso that you created or that you have permission to post. You may not post Content that violates these Terms of Use. We do not claim ownership of any Content that you may post. However, by submitting Content to public areas of Qlipso, you grant us, our parent, affiliates, and distributors the right to use, copy, display, perform, distribute, adapt and promote this Content in any medium.

NO DUTY TO MONITOR:

You agree that we are not liable for Content that is provided by others. We have no duty to pre-screen Content, but we have the right to refuse to post or to edit submitted Content. We reserve the right to remove Content for any reason, but we are not responsible for any failure or delay in removing such material.

PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT:

We respect the intellectual property of others. If you believe that your work has been copied and is accessible on Qlipso in a way that constitutes copyright infringement, please consult the Copyright Compliance Policy for more information [[ADD LINK TO POLICY]].

Third Party Sites & Advertisers: Qlipso may include links to third party websites. These sites have separate privacy and data collection practices and may contain materials that are objectionable, unlawful, or inaccurate. These links do not mean that we endorse these third party sites or services and therefore you access them at your own risk. You acknowledge and agree that we are not responsible or liable for any Content or other materials on these third party sites. Any dealings that you have with advertisers found on Qlipso are between you and the advertiser and you acknowledge and agree that we are not liable for any loss or claim you may have against an advertiser.

DISCLAIMER OF WARRANTIES:

We provide Qlipso "as is", "with all faults" and "as available". We make no express warranties or guarantees about Qlipso. TO THE EXTENT PERMITTED BY LAW, WE, OUR AGENTS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, BUSINESS PARTNERS AND/OR SUPPLIERS DISCLAIM IMPLIED WARRANTIES THAT QLIPSO AND ALL SOFTWARE, CONTENT AND SERVICES DISTRIBUTED THROUGH QLIPSO ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT QLIPSO WILL MEET YOUR REQUIREMENTS, IS ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION, AVAILABLE AT ALL TIMES, OR THAT THIS SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF QLIPSO, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE QLIPSO (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A QLIPSO REPRESENTATIVE SHALL CREATE A WARRANTY. You may have additional consumer rights under your local laws that this contract cannot change.

LIMITATION OF LIABILITY

WE, OUR PARENT, AFFILIATES, SUPPLIERS AND ANY ON OUR BEHALF SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, INABILITY TO USE, OR RELIANCE UPON QLIPSO. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY, AND THE LIABILITY OF OUR PARENT, AFFILIATES, SUPPLIERS AND ANY ON OUR BEHALF, SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

INDEMNIFICATION

Upon a request by us, you agree to defend, indemnify, and hold harmless us and other affiliated companies, and our respective employees, contractors, officers, directors, and agents from all liabilities, claims, expenses, damages and costs, including attorney's fees that arise from your use or misuse of Qlipso. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

INTERNATIONAL USE

We make no representation that Content on Qlipso is appropriate or available for use in locations outside the United States, and accessing it from territories where the Content is illegal is prohibited. If you choose to access Qlipso from a location outside the U.S., you do so on your own initiative and you are responsible for compliance with local laws.

SEVERABILITY AND INTEGRATION

This contract and any supplemental terms, policies, rules and guidelines posted on Qlipso constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

TERMINATION

Your right to use Qlipso automatically terminates if you violate these Terms of Use or any rules or guidelines posted in connection with Qlipso. We also reserve the right, in our sole discretion, to terminate your access to all or part of Qlipso, for any reason, with or without notice. If you have any questions or suggestions, please contact us at [ENTER ADDRESS HERE]

QLIPSO MEMBER AGREEMENT

Want to become a Member of Qlipso? Well, first you must read, agree with and accept all of the terms and conditions contained here, including the above Terms of Use. We may amend this Agreement at any time by posting the amended terms on the Site.

Terms

You are allowed one membership account on Qlipso.
You are responsible for your activity on Qlipso, and any activity that occurs under your member name.
You are responsible for keeping your password secure.
You must not abuse, harass, threaten, impersonate or intimidate other Qlipso users.
You agree not upload video or other content that is spam, or create sets with unethical or unwanted commercial content designed to drive traffic to third party sites in order to boost the search engine rankings of third party site.
You agree not to modify, adapt or hack Qlipso or modify another website so as to falsely imply that it is associated with Qlipso.
You agree not to create or submit unwanted email to any Qlipso members.
You agree not to transmit any worms or viruses or any code of a destructive nature.
You agree you will not, in the use of Qlipso, violate any laws in your jurisdiction.
You agree to abide by our Terms of Use, which are incorporated by reference into the Member Agreement.
Violation of any of these terms will result in the termination of your Qlipso account.

GENERAL CONDITIONS

We reserve the right to modify or terminate the Qlipso service for any reason, without notice at any time. We reserve the right to alter this Member Agreement at any time. We reserve the right to refuse service to anyone for any reason at any time. We may remove Content and accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, slanderous, libelous, defamatory, obscene or otherwise objectionable or violates any party's intellectual property or Member Agreement, but have no obligation to do so.

MEMBER ACCOUNTS AND RULES OF QLIPSO ACCESS

You must notify Qlipso immediately of any breach of security or unauthorized use of your account. Although Qlipso will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Qlipso or others due to such unauthorized use.
You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Website in a manner that sends more request messages to the Qlipso servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Qlipso grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Qlipso reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their Member Submissions.

MEMBER SUBMISSIONS ON QLIPSO

You are solely responsible for lounges that you create, the videos you post, or other content you provide such as metadata (titles, description, tags), reviews, ratings, profile information and other content (Member Submissions) and the consequences of posting or publishing them. In connection with your Member Submissions, you affirm, represent, and/or warrant that:

• (i) You own or have the necessary licenses, rights, consents, and permissions to use and authorize Qlipso to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Member Submissions to enable inclusion and use of the Member Submissions in the manner contemplated by the Website and this Member Agreement; and


• (ii) You have the written consent, release, and/or permission of each and every identifiable individual person in the Member Submission to use the name, image, voice or likeness of each and every such identifiable individual person to enable inclusion and use of the Member Submissions in the manner contemplated by the Website and this Member Agreement. You retain all of your ownership rights in your Member Submissions. However, by submitting the Member Submissions to Qlipso, you grant Qlipso the necessary unconditional, worldwide, royalty-free, transferable licenses it needs to reproduce, encode, store, copy, edit, modify, distribute, prepare derivative works of, display, and perform the Member Submissions in connection with the Qlipso Website and service. You further agree that you will not:


• (i) Submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post the material and to grant Qlipso all of the license rights granted herein;


• (ii) Publish falsehoods or misrepresentations that could damage Qlipso or any third party;


• (iii) Submit material that is unlawful, obscene, defamatory, slanderous, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;


• (iv) Post advertisements or solicitations of business:


• (v) Impersonate another person.

Qlipso does not endorse any Member Submission or any opinion, recommendation, or advice expressed therein, and Qlipso expressly disclaims any and all liability in connection with Member Submissions. Qlipso does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and Qlipso will remove all Content and Member Submissions if properly notified that such Content or Member Submission infringes on another's intellectual property rights. Qlipso reserves the right to remove Content and Member Submissions without prior notice. Qlipso will also terminate a Member's access to its Website, if they are determined to be a repeat infringer. A repeat infringer is a Member who has been notified of infringing activity more than twice and/or has had a Member Submission removed from the Website more than twice. Qlipso also reserves the right to decide whether Content or a Member Submission is appropriate and complies with Member Agreement for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Qlipso may remove such Member Submissions and/or terminate a Member's access for uploading such material in violation of this Member Agreement at any time, without prior notice and at its sole discretion. Qlipso permits you to link to materials on the Website for personal, non-commercial purposes only.  In addition, Qlipso provides an "Embeddable Player" feature, which you may incorporate into your own personal, non-commercial websites for use in accessing the materials on the Website, provided that you include a prominent link back to the Qlipso website on the pages containing the Embeddable Player. Qlipso reserves the right to discontinue any aspect of the website at any time.

USE AT YOUR OWN RISK

You understand that when using the Qlipso, you will be exposed to Member Submissions from a variety of sources. Qlipso is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Member Submissions. You further understand and acknowledge that you may be exposed to Member Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Qlipso with respect thereto, and agree to indemnify and hold Qlipso, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

COPYRIGHT COMPLIANCE POLICY

Qlipso respects the intellectual property of others. Under appropriate circumstances, and to the discretion of Qlipso, we may disable and/or terminate the accounts of users who may be repeat infringers. If you are a copyright owner or an agent thereof and believe that any Member Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA"), by providing our Copyright Agent with information in writing and in accordance with our Copyright Compliance Policy [[ADD LINK TO POLICY]].

INFORMATION SHARING AND DISCLOSURE

Any personal information or video content that you voluntarily disclose online becomes publicly available and can be collected and used by others. Your account name (not your email address) is displayed to other users when you send messages through the Qlipso Sites and other users can contact you through messages and comments. Any videos may be redistributed through the Internet and other media channels, and may be viewed by the general public. When you post a comment or message, publish or broadcast a set, or engage in other public activities on Qlipso , your alias that you are posting under is visible to other users. If you post personal information online that is accessible to the public, you may receive unsolicited messages from other parties in return. Qlipso does not rent or sell your personal information. Qlipso will not share personal information about you with other people or other companies without your consent except to provide products or services you've requested and in the following circumstances: - We may be required to disclose personally identifiable information under special circumstances, such as to comply with subpoenas, warrants, court orders or legal process or to establish or exercise our legal rights or defend against legal claims; - It may be necessary to share information in order to investigate, prevent, or take action regarding suspected or actual illegal activities, including without limitation, fraud, situations involving potential threats to the physical safety of any person, violations of Qlipso's terms of use, or as otherwise permitted or required by law. We will transfer information about you if Qlipso is acquired by or merged with another company. In this event, Qlipso will notify you by email or by putting a prominent notice on the Qlipso web site before information about you is transferred and becomes subject to a different privacy policy. No personally identifiable information will ever be used without your permission (i.e. we will ask you for a quote or testimonial). We may release personally identifiable information and/or non-personally-identifiable information if required to do so by law, or in the good-faith belief that such action is necessary to comply with state and federal laws (such as U.S. Copyright Law) or respond to a court order, subpoena, or search warrant.

Qlipso also reserves the right to disclose personally identifiable information and/or non-personally-identifiable information that we believe, in good faith, is appropriate or necessary to enforce our Member Agreement, take precautions against liability, to investigate and defend itself against any third-party claims or allegations, to assist government enforcement agencies, to protect the security or integrity of our web site, and to protect the rights, property, or personal safety of Qlipso, our users or others.

DELETING ACCOUNT INFORMATION OR LEAVING QLIPSO

You can edit or delete your Qlipso account at any time from your account page; however, please note that your identification, and contact information may remain in our records for some period.  We limit access to personal information about you to employees who we believe reasonably need to come into contact with that information to provide products or services to you or in order to do their jobs. Your Qlipso Account Information is password-protected.

DATA SECURITY AND CHANGE OF CONTROL

Members of Qlipso own their personal information and data created as a result of using Qlipso. We maintain a non-exclusive license for the duration of time the user maintains data at Qlipso. In addition, for the duration of time users maintain data at Qlipso, they grant all users a commercial, non-exclusive reuse license to their publicly accessible data, created through the use of Qlipso, unless they choose options to limit the public distribution of their public data, such as sets of videos.
Qlipso uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information. We cannot, however, ensure or warrant the security of any information you transmit to Qlipso and you do so at your own risk. Once we receive your transmission of information, Qlipso makes commercially reasonable efforts to ensure the security of our systems. However, please note that this is not a guarantee that such information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards. If Qlipso learns of a security systems breach, then we may attempt to notify you electronically so that you can take appropriate protective steps. Qlipso may post a notice on the website if a security breach occurs. Depending on where you live, you may have a legal right to receive notice of a security breach in writing. To receive a free written notice of a security breach (or to withdraw your consent from receiving electronic notice) you should notify us using by sending e-mail to [ENTER ADDRESS HERE].

CONTEST OR SURVEYS

Qlipso may provide you with the opportunity to participate in contests or surveys. If you decide to participate, we may request certain Personal Information from you. Participation in these surveys or contests is completely voluntary and you therefore have a choice about whether or not to disclose your information. The requested information may include contact information and demographic information. This information will only be used internally to determine eligibility, notify contest winners, and to measure the success of our efforts. Publicly held contest winners will be labeled on Qlipso through their user IDs.