(a)

In order to use some of the Services directly via the Site, you must create a Fliptop account. You must be at least 13 years of age to create a Fliptop account. The Site, Services and access to a Fliptop account are not available to temporarily or indefinitely suspended Fliptop account holders.

(b)

When you register with Fliptop and set up your Fliptop account, you agree to provide Fliptop with accurate and complete information. You agree to promptly update your Fliptop account information with any new information that may affect the operation of your Fliptop account. You authorize Fliptop, directly or through third parties, to make any inquiries we consider necessary or appropriate to verify your Fliptop account information.

(c)

You will not use false identities or impersonate any other person or use a username or password that you are not authorized to use. Our Privacy Policy contains information about our policies and procedures regarding the collection, use and disclosure of information we receive from Site and Services users.

(d)

You are responsible for safeguarding and maintaining the confidentiality of your username, password and corresponding Fliptop account information. You agree not to disclose your password to anyone. You agree that you are entirely and solely responsible for any and all activities or actions that occur under your Fliptop account, whether or not you have authorized such activities or actions. You agree to immediately notify Fliptop of any unauthorized use of your username, password or Fliptop account.

(a)

Definitions. Certain types of content are made available through the Site and Services. “Fliptop Content” means, collectively, the text, data, graphics, images, Fliptop trademarks and logos and other content made available through the Site and Services, excluding End User Content and Customer Content. “End User Content” means, collectively, the text, data, graphics, images, photos, audio or video files, communications, bulletin board messages, chat, graphics and other content and information which Fliptop End Users post, upload, link and otherwise submit to or via the Site or Services. “Customer Content” means, collectively, the text, data, graphics, images, photos, audio or video files, communications, bulletin board messages, chat, graphics and other content and information which Fliptop Customers post, upload, link and otherwise submit to or via the Site or Services.

(b)

End User Content. You retain all rights in your End User Content. However, by uploading, posting, submitting, linking to or otherwise transmitting any End User Content on or via the Site or Services, you hereby grant to Fliptop a non-exclusive, worldwide, royalty-free, sublicensable, perpetual and irrevocable right and license to use, reproduce, modify, distribute, prepare derivative works of, display, publish, perform, transmit and access your End User Content in connection with the Services and Fliptop’s (and its successors) business including, without limitation, for promotion and redistributing part or all of the Services (and derivative works thereof), in any media formats and through any media channels. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the foregoing licenses to Fliptop. You acknowledge and agree that your posting of or linking to End User Content will comply with our Copyright and IP Policy as set forth below.

(c)

You acknowledge and agree that Fliptop may, at its option, reclassify or recatergorize any End User Content and establish limits concerning End User Content, including, without limitation, the maximum number of days that End User Content will remain available via the Services or on the Site, the maximum size of any files that may be stored on or uploaded to the Site or Services and the maximum disk space that may be allotted to you for the storage of End User Content on Fliptop’s servers. Fliptop will have no responsibility or liability for maintaining copies of End User Content on our servers, and you are solely responsible for creating back-ups of your End User Content.

(d)

Fliptop Content. Fliptop and its licensors own all right, title and interest, including all worldwide intellectual property rights in the Site, Services, Fliptop Content and any other content made available through the Site or Services contained therein, other than your End User Content and Customer Content. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Fliptop Content or any other content made available through the Site or Services, and except as explicitly described herein, you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transfer, transmit, broadcast, sell, license, lease or otherwise exploit the Site, Services, Fliptop Content or any other content made available through the Site or Services (other than your End User Content or Customer Content).

(e)

Disclaimer. Fliptop does not guarantee that any content (including without limitation Fliptop Content, End User Content or Customer Content) will be made available through the Site or Services, continuously or at all. WHILE FLIPTOP IS UNDER NO OBLIGATION TO DO SO, FLIPTOP RESERVES THE RIGHT TO REMOVE AND PERMANENTLY DELETE ANY CONTENT FROM THE SITE OR SERVICES WITHOUT NOTICE, AND FOR ANY REASON FLIPTOP DEEMS SUFFICIENT. Fliptop does not have any obligation to monitor the End User Content or Customer Content that is uploaded, posted, submitted or otherwise transmitted using the Site or Services, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the End User Content or Customer Content or anything said, depicted or written by Fliptop End Users or Customers, including, without limitation, any information obtained by using the Site or Services. Fliptop does not endorse any End User Content or Customer Content or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Fliptop with respect thereto.

(a)

Fliptop reserves the right in its sole discretion, at any time, to modify, discontinue or terminate the Site or Services or to modify or terminate this Agreement without advance notice. Modifications to this Agreement or any policies will be posted on the Site or made in compliance with any notice requirements set forth in this Agreement. If any modification is not acceptable to you, your only recourse is to cease using the Site and Services. By continuing to use the Site or Services after Fliptop has posted any modifications on the Site or provided any required notices, you accept and agree to be bound by the modifications.

(b)

Without limiting other remedies, Fliptop may at any time suspend or terminate your Fliptop account and refuse to provide access to the Site or Services. In addition, Fliptop may notify authorities or take any actions it deems appropriate, without notice to you, if Fliptop suspects or determines, in its own discretion, that you may have or there is a significant risk that you have (i) failed to comply with any provision of this Agreement or any policies or rules established by Fliptop; or (ii) engaged in actions relating to or in the course of using the Site or Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Fliptop End Users, Fliptop or any other third parties or the Site or Services.

(c)

You may terminate your Fliptop account at any time and for any reason. Upon any termination by a Fliptop account holder, the related account will no longer be accessible. After any termination, you understand and acknowledge that we will have no further obligation to provide the Site or Services and all licenses and other rights granted to you by this Agreement will immediately cease. Fliptop will not be liable to you or any third party for termination of the Site or Services or termination of your use of either. UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION THAT YOU HAVE SUBMITTED VIA THE SITE OR SERVICES OR THAT WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, Fliptop will have no obligation to maintain any information stored in our database related to your account or to forward any information to you or any third party.

(d)

Any suspension, termination or cancellation will not affect your obligations to Fliptop under this Agreement (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

(a)

Upload, post, submit or otherwise transmit: (i) any End User Content to which you do not have the lawful right to copy, transmit and display (including any End User Content that would violate any confidentiality or fiduciary obligations that you might have with respect to the End User Content); (ii) any End User Content for which you do not have the consent or permission of each identifiable person in the End User Content to use the name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the End User Content ) and such consent or permission is necessary; or (iii) any End User Content that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right or moral right or right of publicity);

(b)

Upload, post, submit or otherwise transmit any End User Content that are unlawful, obscene, harmful, threatening, harassing, defamatory or hateful or that contains objects or symbols of hate, invades the privacy of any third party, contains any pornography, erotica, child pornography or child erotica, is deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent or constitutes hate speech or is otherwise objectionable in the opinion of Fliptop;

(c)

Circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any content;

(d)

Use any meta tags or other hidden text or metadata utilizing a Fliptop trademark or logo, URL or product name;

(e)

Upload, post, submit or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes” or any other form of unsolicited or unauthorized solicitation;

(f)

Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Site or Services to send altered, deceptive or false source-identifying information;

(f)

Upload, post, submit or otherwise transmit any End User Content that contain software viruses or any other computer code, files, or programs designed to (i) interrupt, destroy or limit the functionality of any computer software; or (ii) interfere with the access of any user, host or network, including without limitation sending a virus, overloading, flooding, spamming or mail-bombing the Site;

(h)

Upload, post, submit or otherwise transmit any End User Content that include code that is hidden or otherwise surreptitiously contained within the images, audio or video of any End User Content that is unrelated to the immediate, aesthetic nature of the End User Content;

(i)

Interfere with or disrupt (or attempt to interfere with or disrupt) any web pages available at the Site, servers or networks connected to the Site, Services or the technical delivery systems of Fliptop’s providers or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Services;

(j)

Attempt to probe, scan or test the vulnerability of any Fliptop system or network or breach or impair or circumvent any security or authentication measures protecting the Site or Services;

(k)

Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or Services;

(l)

Attempt to access, search or meta-search the Site or Services with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by Fliptop or other generally available third party web browsers (such as Microsoft Internet Explorer, Google Chrome, Mozilla Firefox, Safari or Opera), including, without limitation, any software that sends queries to the Site to determine how a website or web page ranks;

(m)

Collect or store personal data about other Fliptop End Users without their express permission;

(n)

Impersonate or misrepresent your affiliation with any person or entity, through pretexting or some other form of social engineering or otherwise commit fraud;

(o)

Use the Site or Services in any manner not permitted by this Agreement; or

(p)

Encourage or instruct any other individual to do any of the foregoing or to violate any term of these Terms of Service.