Terms of Service

Effective date: January 2025

This Platform License Agreement (this "Agreement") is between SmartWiFi ("SmartWiFi") and you, ("Customer").

BY ACCEPTING THIS AGREEMENT, BY PURCHASING SERVICE OR BY CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT OR BY ELECTRONICALLY SIGNING THIS AGREEMENT, CUSTOMER AGREES TO BE BOUND BY THE FOLLOWING AGREEMENT.

If Customer is entering into this Agreement on behalf of a company or other legal entity, Customer represents that it has the authority to bind such entity to these terms and conditions. If Customer does not have such authority, or if Customer does not agree with the terms of this Agreement, Customer must not accept this Agreement.

WHEREAS SmartWiFi has is offering WiFi hotspot management, advertising and analytics platform, and provides certain related hardware (Routers) and services including training, technical support, and a web-based knowledge repository, all as further described and defined in this Agreement;

AND WHEREAS Customer wishes to obtain from SmartWiFi, and SmartWiFi desires to provide Customer access to and use of the WiFi hotspot management, advertising and analytics platform, and to provide the related hardware and services, all as further described and defined in this Agreement;

NOW THEREFORE, in consideration for the premises and mutual covenants and agreements herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

  1. INTERPRETATION

Definitions. As used in this Agreement, the following capitalized terms shall have the meaning set out in this Section 1. Other capitalized terms used in this Agreement are defined where used.

  • "Applicable Privacy Laws" means any federal, state or provincial legislation now in force or that may in the future come into force governing (i) the collection, use, disclosure and management of Personal Information, or (ii) the sending of commercial electronic messages or spam, applicable to either party or to the Services;
  • "Client Content" means any Client content that is input into any Marketing Templates by Customer on behalf of Client, or that otherwise constitutes Client-branded or Client-selected (third party) marketing and promotional material such as Client Marks, Facebook notifications, mobile coupons, vouchers, offers, promotions, banner ads, videos, lotteries, and event notifications;
  • "Client Information" means any Client information, including referral information generated by, or delivered by, Customer to SmartWiFi pursuant to activities contemplated under this Agreement
  • "Client License Agreement" means an executed, binding agreement between Customer and any Client that governs Customer's provision of the SmartWiFi WiFi Service (including all components thereof) to Clients that (a) includes industry standard terms and conditions; (b) ensures that SmartWiFi is not liable to Client or any End User; and (c) requires Clients to comply with applicable laws (including Applicable Privacy Laws);
  • "Client Location" means a physical location owned or leased by Client and where Client is offering SmartWiFi WiFi Service;
  • "Client" means a Person that has entered into a Client License Agreement to offer SmartWiFi WiFi Service at a Client Location (whether or not using SmartWiFi Routers), and that is part of the Customer WiFi Network;
  • "Effective Date" means the date upon which the Customer (or its agent) agrees to be bound by its terms and conditions by completing the online application process or by clicking a box indicating acceptance of this Agreement.
  • "End User Data" means information about End Users' and their use of the SmartWiFi WiFi Service, including names, email addresses and social networking information of users, data relating to the End User's device (such as MAC address) usage analytics, social activity, patronage of Client Location, location of device, advertising performance, and Client coupon redemptions, all as input into or collected through the SmartWiFi Control Panel. End User Data includes End User Personal Information;
  • "End User Personal Information" means Personal Information of End Users;
  • "End User" means an individual that uses the SmartWiFi WiFi Service at a Client Location or whose device exchanges information with the SmartWiFi WiFi Service;
  • "including" means including without limitation and "includes" means includes without limitation;
  • "Landing Page" means the web page that first appears when an End User connects to the Platform, and which includes a portal enabling the End User to access the Internet;
  • "Customer Content" means any Customer content that is input into any Marketing Templates by Customer, or that otherwise constitutes Customer-branded or Customer-selected (third party) marketing and promotional material such as Customer Marks, Facebook notifications, mobile coupons, vouchers, offers, promotions, banner ads, videos, lotteries, event notifications;
  • "Customer WiFi Network" means the Customer's aggregate network of Clients;
  • "Look and Feel" means the characteristics and visual appearance of the Landing Page as customized with the Client Content and/or the Customer Content, as applicable, and shall specifically exclude the SmartWiFi Technology;
  • "Marketing Templates" means the downloadable, editable marketing templates made available by SmartWiFi to the Customer and which include templates that Customer can use to market the SmartWiFi WiFi Service and related services to potential Clients, and templates that Customer can provide to Clients to assist Clients in marketing the SmartWiFi WiFi Service to End Users;
  • "Marks" means trade-marks, trade names, logos and designs;
  • "SmartWiFi Control Panel" means the SmartWiFi real-time reporting and management software application with integrated ad server hosted by SmartWiFi and running on the Platform;
  • "SmartWiFi Knowledge Repository" means a generic help page residing on the Platform and accessible to Customers for purposes of assisting with troubleshooting Routers;
  • "SmartWiFi Platform" or the "Platform" means the software services that are owned and operated by SmartWiFi: (i) upon which Customer will access and use the SmartWiFi Control Panel; and (ii) to which End Users will connect (initially to the Landing Page) using the SmartWiFi WiFi Service;
  • "SmartWiFi Router" means a wireless Router or a gateway (as applicable) configured to function only with the SmartWiFi Control Panel, all associated Router hardware such as antennae and power supply unit, and installation guides and other related material;
  • "SmartWiFi Technology" means, whether licensed, acquired or developed by SmartWiFi, and as may be modified, enhanced or updated during the Term, all information, materials, know-how or technology, elements, data, graphics, programming and coding (including all interfaces, navigational devices, menus, menu structures or arrangements, icons, help and other operational instructions, and all other components of any source or object computer code) that comprise the Platform (and the Look and Feel thereof), the SmartWiFi Control Panel, the Marketing Templates, the SmartWiFi Marks, and the SmartWiFi Knowledge Repository, and all literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Platform (and the Look and Feel thereof), the SmartWiFi Control Panel, the Marketing Templates, the SmartWiFi Marks, and the SmartWiFi Knowledge Repository, and design elements;
  • "SmartWiFi WiFi Service" means wireless Internet access provided at a Client Location through the Platform;
  • "Person" means an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity;
  • "Personal Information" means information about an identifiable individual, and includes any information that is "personal information" within the meaning of one or more Applicable Privacy Laws;
  • "Privacy Policy" means the privacy policy applicable to End Users' use of the SmartWiFi WiFi Service;
  • "Processing" or "Process" means the collection, use, modification, retrieval, disclosure, storage, anonymization, deletion, and/or management of Personal Information.
  • "Services" means the provision of the SmartWiFi Control Panel as a service for access and use by Customer, the provisions of the SmartWiFi WiFi Service offering for provision to Clients, and the hosting, marketing and branding, training, and support services as described in Article 2;
  • "Terms of Use" means the terms of use applicable to End Users' use of the SmartWiFi WiFi Service as must be agreed to by an End User prior to being allowed use of the SmartWiFi WiFi Service; and

  1. SMARTWIFI SERVICES
  • Platform. SmartWiFi shall, during the Term, operate the Platform for access by the Customer as contemplated in this Agreement.
  • SmartWiFi Control Panel – Software as a Service. SmartWiFi shall, during the Term, host the SmartWiFi Control Panel on the Platform. In connection therewith, SmartWiFi hereby grants Customer a license to remotely access and use the SmartWiFi Control Panel and the Platform during the Term on a non-exclusive, world-wide, royalty-free basis (other than the fees payable hereunder) for the purpose of managing the Customer Network, including collecting, organizing and generating reports using End User Data and providing same to Clients, conducting marketing and promotional activities (including using the Marketing Templates as contemplated below), and using other SmartWiFi Control Panel functionality as may be added from time to time. For greater certainty, Customer may also provide access to the Platform to its Clients in order to use the SmartWiFi WiFi Service.
  • Equipment and Remote Access.
    • Routers. SmartWiFi may, during the Term, make available to Customer certain types of Routers for purchase by Customer as set forth on the Platform. Customer may in turn resell or rent such Routers to Clients for the sole purpose of enabling Clients to offer the SmartWiFi WiFi Service to End Users. Customer may purchase Routers from SmartWiFi by completing a purchase order in the form as may be required by SmartWiFi and posted on the Platform from time to time during the Term. All Routers shall be subject to the applicable manufacturer's standard limited warranty in force at the time of sale of such Routers (the "Manufacturer Warranty"). SmartWiFi does not make (and Customer shall not make to any potential or actual Client) any representation or warranty in respect of the Routers, and shall not be responsible for any Manufacturer Warranty or representations related to their products, nor for the specific performance of the terms and conditions of any Manufacturer Warranty. SmartWiFi's obligation in respect of the functioning of the Routers is limited to posting selected information on the SmartWiFi Knowledge Repository.
    • Remote Access. For certain implementations Customer or the Client may ask SmartWiFi to manage the implementation and provision of the SmartWiFi WiFi Service remotely by directly accessing Customer or the Client's existing equipment (in each case where such equipment is supported by SmartWiFi). In doing so, Customer shall, and shall ensure Client (i) grants SmartWiFi all rights necessary to remotely access, use and modify such equipment without any further consent from or notice to Customer or Client; and (ii) agrees that, where Customer or Client provides SmartWiFi with login credentials in order to access such equipment, all such access is done at Customer or Client's own risk, as applicable. SmartWiFi may update equipment firmware or security settings at any time in response to be bug fixes or security notices which may cause interruption of Services.
  • SmartWiFi WiFi Service. SmartWiFi shall, during the Term, make available the SmartWiFi WiFi Service. Customer shall, during the Term, permit its Clients to offer the SmartWiFi WiFi Service to End Users pursuant to the Terms of Use and Privacy Policy.
  • Hosting Services. The Platform shall be hosted by a third party hosting provider for access by Customer and End Users as contemplated under this Agreement. SmartWiFi will make reasonable efforts to monitor the up-time of the hosting services, but does not guarantee or warrant its availability due to various external Internet factors. Furthermore, the availability of the Platform may be interrupted in order to provide planned maintenance and upgrades to the Platform, the Server, the SmartWiFi Control Panel, or any and all hardware or software required for the hosting, operation or transmission of the Platform and provision of the SmartWiFi WiFi Service.
  • Support Services. SmartWiFi shall, during the Term: (a) use commercially reasonable efforts to provide solutions, changes and corrections as are required to keep the SmartWiFi WiFi Service (and the components thereof) and the SmartWiFi Control Panel operating; and (b) provide Customer with access to the SmartWiFi Knowledge Repository. SmartWiFi shall not, and shall have no obligation to provide support of any kind directly to Clients or End Users. It shall be the responsibility of Customer to provide support services to Clients in respect of the functioning of the SmartWiFi WiFi Service (and the components thereof). SmartWiFi does not provide 24 hour per day support. SmartWiFi will make a reasonable effort to respond to support requests within 2 business days.

  1. CUSTOMER RESPONSIBILITIES.
  • Customer shall make no false or misleading representations or warranties with regard to SmartWiFi or the SmartWiFi WiFi Service (or the components thereof), or engage in deceptive business practices. Customer shall refrain from communicating any information with respect to guarantees or warranties regarding the SmartWiFi WiFi Service, except such as are expressly authorized by SmartWiFi or are set forth in SmartWiFi’s literature or other promotional materials.
  • Before delivering Routers or enabling a Client to offer the SmartWiFi WiFi Service, Customer shall require the Client to execute a Client License Agreement. The Client License Agreement shall be in form and substance that the Customer may choose, and may grant such Clients, during the term of the Client License Agreement, the limited right to: (a) customize the editable Landing Page to incorporate Client Content; and (b) as permitted by SmartWiFi, remotely access and use the SmartWiFi Control Panel on a non-exclusive, world-wide, fully paid-up, royalty-free basis for the purpose of managing their instance of the SmartWiFi WiFi Service, including collecting, organizing and generating reports using End User Data, conducting marketing and promotional activities, and using other SmartWiFi Control Panel functionality as may be added from time to time. In addition to the foregoing, and at a minimum, each such Client License Agreement shall contain terms and conditions that: (i) are the same as or substantially similar in their protection of SmartWiFi, the SmartWiFi Technology, and the SmartWiFi WiFi Service to those provided by SmartWiFi to Client in this Agreement, including Sections 3 and 4, and Articles 6, 7, 8 and 9; (ii) require Client to customize and use the same or substantially similar Terms of Use and Privacy Policy in connection with the SmartWiFi WiFi Service as those provided by SmartWiFi; (iii) require Client to be accountable for all Processing of Personal Information in connection with the SmartWiFi WiFi Service for the purposes of Applicable Privacy Laws (including obtaining any necessary consents from End Users); and (iv) otherwise, make or provide for no additional representations, warranties, indemnification or liabilities to the Client. Customer shall be wholly responsible for its Clients' use and provision of the SmartWiFi Technology, and the SmartWiFi WiFi Service, and Customer shall indemnify and hold harmless SmartWiFi for any Losses (as defined in Section 7) incurred by SmartWiFi relating, directly or indirectly, to such Clients' use and provision of the SmartWiFi Technology, and the SmartWiFi WiFi Service.
  • Customer will deliver all Client Information to SmartWiFi. SmartWiFi shall maintain records of Client Information delivered by Customer to SmartWiFi as a result of Customer's performance pursuant to this Agreement. All Customer Information delivered by Customer shall be jointly owned by Customer and SmartWiFi and, pursuant to such ownership, may be used by either Party in any manner deemed appropriate subject to (i) each party's published privacy policies then in effect, and (ii) all privacy and data protection laws and regulations applicable to the gathering, processing, storage and transmission of the Customer Information.
  • Customer shall administer the marketing and promotional activities for Client, including customizing the Landing Page to incorporate Client Content, as applicable. Customer shall conduct itself in a manner consistent with the professional image, reputation and credibility of SmartWiFi, and shall not engage in activities that reflect adversely on SmartWiFi.
  • Customer shall not: (i) decompile, transform, modify, translate, disassemble, reverse engineer or otherwise attempt to decrypt or derive the source code, any trade secrets, or any sensitive or proprietary information of, or included in or related to the SmartWiFi Control Panel or other SmartWiFi software provided hereunder; (ii) modify, merge, alter, copy, or otherwise reproduce or tamper with the SmartWiFi Control Panel or any components of the SmartWiFi WiFi Service, or produce or create any derivative works of the SmartWiFi Control Panel; (iii) rent, share, lend or operate the SmartWiFi Control Panel on a time share or service bureau basis, or offer any services that would compete with or replace the SmartWiFi WiFi Service, (iv) use or access the SmartWiFi Control Panel or Platform to publish, transfer, display, store, distribute or disseminate or otherwise transmit, load upon or make available anything (including information, files, software, data or other content) that is infringing of a third party's intellectual property or other rights, inappropriate, inaccurate, illegal, profane, defamatory, obscene or indecent, or any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software, program or device that may be damaging, or to damage, misappropriate, hack into or misuse the SmartWiFi Control Panel, the Platform, or any components of the SmartWiFi WiFi Service; or (v) otherwise use the SmartWiFi Control Panel, Platform, or the SmartWiFi WiFi Service for unlawful, prohibited, illegal, inappropriate, offensive, damaging or otherwise unsuitable purposes, including in connection with activities involving junk email, spamming, hacking, defamation, abuse, harassment, stalking, threatening or otherwise violating the rights of any person. Customer is responsible for all Customer Content, whether posted on the Landing Page, used in the Marketing Templates, or otherwise. SmartWiFi does not pre-screen Customer Content, but SmartWiFi has the right (but not the obligation) in its sole discretion to refuse or remove any Customer Content.
  • Customer shall provide support services to Client in respect of the operation and functioning of the SmartWiFi WiFi Service (and the components thereof). To the extent Customer cannot resolve the particular issue affecting the SmartWiFi WiFi Service, Customer may contact SmartWiFi for assistance.
  • Customer will provide training to Clients as required to enable them to offer the SmartWiFi WiFi Service at the applicable Client Location.
  • SmartWiFi may provide Customer with a password to access and use the Platform and the SmartWiFi Control Panel; Customers may also change their passwords directly. Customer is responsible for maintaining the confidentiality of Customer's password, and is responsible for all activities that occur under Customer's password. Customer agrees to immediately notify SmartWiFi of any unauthorized use of Customer's password or any other breach of security, which includes but is not limited to computer viruses, trojan horses, spyware, malware, adware, hacking, and other malicious or unwanted means expressly or impliedly prohibited by, or inconsistent with, any provision of this Agreement. SmartWiFi reserves the right to revoke Customer's access to and use of the Platform and the SmartWiFi Control Panel, at its sole option and discretion and without notice to Customer, if any misuse or foul play occurs or is suspected in respect thereof. SmartWiFi will not be liable for any loss or damage arising from Customer's failure to provide SmartWiFi with accurate information or to keep Customer's password secure.
  • Customer shall not appoint any independent agent, representative, distributor, OEM, value-added reseller, systems integrator, service provider or other third party to market the Products without the prior written consent of SmartWiFi (which may be withheld, in its sole discretion for any reason).

  1. OWNERSHIP OF INTELLECTUAL PROPERTY
  • SmartWiFi Background Technology. As between the parties, SmartWiFi owns and shall continue to own all right, title and interest including intellectual property and proprietary rights in and to the SmartWiFi Technology. In addition to the rights granted to the SmartWiFi Control Panel in Section 2, to the extent required to enable Customer to provide the SmartWiFi WiFi Service offering and related service to Clients, SmartWiFi hereby grants to Customer a non-exclusive, limited license during the Term to use, install, load, access, view, store, display, produce, reproduce, and communicate to the public the SmartWiFi Technology.
  • Customer Content. As between the parties, Customer owns and shall continue to own all right, title and interest including intellectual property and proprietary rights in and to the Customer Content. Customer hereby grants to SmartWiFi a non-exclusive, limited license during the Term to use the Customer Content solely for the purposes of providing the Services under this Agreement. Customer is solely responsible for securing and paying for all digital content licenses and any other Marks or copyright licenses from third party content owners (or their agents) to the extent such content forms part of the Customer Content.

  1. FEES
  • Customer agrees to pay SmartWiFi compensation for services and equipment rendered to Customer pursuant to this Agreement in accordance with the fees and pay schedule during order processing.
  • Customer hereby authorizes SmartWiFi to draw monthly automatic recurring payments from Visa, MasterCard or PayPal, covering the initial setup fee, all monthly or yearly dues and all other applicable payments to Customer's service and equipment as stated in a monthly invoice that shall be e-mailed by SmartWiFi. Customer shall pay this invoice via an automated electronic transaction.
  • It is the Customer responsibility to ensure that payment information is up to date and that all invoices are paid on time.
  • The fees will renew automatically on a month-to-month or yearly basis, and monthly or yearly recurring payments, where applicable, will continue until notice of cancellation is received by SmartWiFi.
  • All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties.
  • SmartWiFi reserves the right to revoke access to services if Customer's balance is overdue or invoices are not paid in full after 30 days past the due date.
  • If for whatever reason, Customer defaults on payment or its invoices are not paid in full Customer hereby authorizes SmartWiFi or its assignee to collect the outstanding monies, plus service charges and interest, in any method available to SmartWiFi. Customer shall indemnify SmartWiFi for all collection or legal fees incurred by SmartWiFi in order to satisfy Customer's payment defaults.
  • There will be no refunds or credits for setup fees, partial months of service, upgrade/downgrade refunds, or refunds for months unused with any service.
  • Customer shall be responsible for all expenses resulting from its own business operations and/or incurred by Customer in connection with this Agreement, including, but not limited to, all expenses incurred in the promotion, demonstration, installation, and/or marketing of the SmartWiFi WiFi Service or otherwise performing its obligations under this Agreement.
  • Cancellations can be initiated in the SmartWiFi Account Portal or by contacting SmartWiFi by email and completing a Cancellation Request Form. Failure or inability to pay Service fees is not an indication or cancellation nor will it result in cancellation of Service.
  • Following cancellation, all WiFi Service functionality including but not limited to Login Page, Analytics, and Automations will terminate. All Customer and/or Client data will no longer be accessible in the SmartWiFi platform. This action is unrecoverable if Service is re-initialized at a later date.

  1. DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITY
  • EXCEPT TO THE EXTENT NOT ALLOWED BY APPLICABLE LAW, SMARTWIFI HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PLATFORM, THE SMARTWIFI APPLICATION, AND SERVICES AND THEIR PERFORMANCE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, SATISFACTORY QUALITY OR NON-INFRINGEMENT, OR THOSE ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SMARTWIFI DOES NOT WARRANT AND THERE IS NO CONDITION THAT (A) THE SERVICES WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (D) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. THE SERVICES AND THE SMARTWIFI TECHNOLOGY ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS.
  • SMARTWIFI SHALL NOT BE LIABLE FOR ANY LOSS OR ERRORS OR INTERRUPTIONS IN SERVICES CAUSED BY ANY WIFI OR INTERNET SERVICE PROVIDED BY A THIRD PARTY. SMARTWIFI SHALL NOT BE LIABLE FOR ANY LOSS OR ERROR OR INTERRUPTIONS IN SERVICES CAUSED BY THE ACTS OR OMISSIONS OF THIRD PARTY PLATFORMS INCLUDING BUT NOT LIMITED TO SOCIAL MEDIA, PAYMENT GATEWAY, EMAIL, SMS PROVIDERS WHICH AS USED TO PROVIDE SERVICES.
  • IN NO EVENT SHALL SMARTWIFI BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, WHETHER DIRECT OR INDIRECT, LOSS OF BUSINESS, LOST REVENUE, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF OTHER ECONOMIC ADVANTAGE) HOWEVER THEY ARISE, WHETHER FOR BREACH OR IN TORT, AND EVEN IF SMARTWIFI HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED AT LAW, SMARTWIFI'S LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF MONEY PAID TO SMARTWIFI BY CUSTOMER UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

  1. INDEMNITY
  • Customer shall indemnify and hold SmartWiFi and its officers, directors, employees, agents, representatives, contractors, successors and assigns harmless from and against any and all Losses arising out of or attributable to its (a) fraud, willful misconduct or gross negligence, (b) breach of its confidentiality obligations under this Agreement, (c) breach of Section 1 or use of the SmartWiFi Control Panel in a manner beyond the scope of use contemplated in Section 2, (d) its infringement, misappropriation or violation of third party intellectual property rights due to Customer Content, and (e) misuse of End User Data or breach of any Applicable Privacy Laws, including in each case where such Losses are caused by those whom such party is responsible for at law. For purposes of this Agreement, the term "Losses" means all losses, liabilities and damages (including taxes and related penalties) and all related costs and expenses, including reasonable legal fees on a full indemnity basis, and expenses and costs of litigation, settlement, judgment, appeal, interest and penalties.

  1. CONFIDENTIALITY
  • Restriction on Use of Confidential Information. Customer acknowledges that in connection with this Agreement it may have access to proprietary information of SmartWiFi, including but not limited to trade secrets, data, processes, technical information, business knowledge, pricing, service providers, hosting providers, technology partners, research and development and marketing strategies (hereinafter collectively referred to as "Confidential Information"). Customer acknowledges that the disclosure of Confidential Information in any manner would be highly detrimental to the interest of SmartWiFi. Customer agrees that the right to maintain such Confidential Information constitutes a proprietary right, which SmartWiFi is entitled to protect. Accordingly, Customer shall not disclose or permit (either during this Agreement or thereafter) the disclosure of any Confidential Information to any person, or use or permit the use of same, for any purposes other than those of the owner of such information. Customer shall not use any Confidential Information of SmartWiFi except as may be necessary to perform its obligations under this Agreement.
  • Disclosures Required by Law. Customer may disclose Confidential Information in response to a valid court order, law, rule, regulation (including without limitation any securities exchange regulation), or other governmental action provided that (a) SmartWiFi is notified in writing prior to disclosure of the information, and (b) Customer assists SmartWiFi, at SmartWiFi's expense, in any attempt by the other to limit or prevent the disclosure of the Confidential Information.
  • Remedies Upon Breach. Customer agrees that SmartWiFi shall have no adequate remedy at law if there is a breach or threatened breach of this Article 8 and, accordingly, that SmartWiFi shall be entitled (in addition to any legal remedies available) to injunctive or other equitable relief to prevent or remedy such breach.
  • Return or Destruction. Upon the termination or expiration of this Agreement or upon the earlier request of SmartWiFi, the Customer shall (a) at its own expense, (i) promptly return to SmartWiFi all information that is in tangible form (and all copies thereof) that is the property of SmartWiFi (including pursuant to this Agreement) or that contains any Confidential Information (collectively, the "Material Information"), or (ii) upon written request from SmartWiFi, destroy such Material Information and provide SmartWiFi with written certification of such destruction, and (b) cease all further use of any Material Information, whether in tangible or intangible form.
  • The Confidential Information of SmartWiFi is, and will remain, the property of SmartWiFi. Customer obtains no right, title, interest or license in or to any of the Confidential Information of SmartWiFi except for the rights expressly set forth in this Agreement.

  1. DATA PROTECTION
  • Customer shall comply with all Applicable Privacy Laws when using the Services. Without limiting the foregoing, Customer shall only Process Personal Information for the purposes of rendering the services to Client, and shall not disclose any Personal Information, in any manner whatsoever, to any third party other than Client.
  • SmartWiFi reserves the right to audit Customer's use of the SmartWiFi Control Panel, including access logs and activities.
  • To the extent SmartWiFi is a processor or subprocessor of personal data subject to the GDPR, the Data Processing Addendum governs that processing. "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

  1. TERM AND TERMINATION
  • Term. This Agreement will commence on the Effective Date and will renew on a month-to-month or yearly basis unless otherwise agreed to during order process, in each case unless it is terminated earlier in accordance with this Article 10. The supported term on ‘Unlimited' or ‘One-Time Fee' plans is 1 year from the Effective Date, after this time SmartWiFi may change the fee structure or terminate the agreement with thirty (30) days written notice to the Customer.
  • Termination for Cause. If either party materially breaches this Agreement, and such default is not cured within thirty (30) days after written notice is given to the defaulting party specifying the default, then the party not in default may, by giving written notice thereof to the defaulting party, terminate this Agreement as of a date specified in such notice of termination.
  • Termination for Insolvency or Bankruptcy. Either party may immediately terminate this Agreement by giving written notice to the other party in the event of (a) the liquidation or insolvency of the other party, (b) the appointment of a receiver or similar officer for the other party, (c) an assignment by the other party for the benefit of all or substantially all of its creditors, or (d) the filing of a meritorious petition in bankruptcy by or against the other party under any applicable bankruptcy or debtors' legislation for its relief or reorganization.
  • Termination for Convenience. Either party may terminate this Agreement at any time for any reason by providing written notice to the other party indicating such termination.

  1. GENERAL
  • Assignment. SmartWiFi may assign any of its rights or obligations under this Agreement, without the prior express written consent of Customer. Customer may not assign this Agreement without the prior express written consent of SmartWiFi.
  • Waiver. No failure or delay by either party in exercising any right, power or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.
  • Severability. If any provision of this Agreement or part thereof is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect: (a) the legality, validity or enforceability of the remainder of the provision or remaining provisions of this Agreement, as the case may be, or (b) the legality, validity or enforceability of that provision or part thereof in any other jurisdiction.
  • Independent Contractor. Customer and SmartWiFi are independent contractors, and nothing herein shall at any time be construed to create the relationship of employer and employee, partners, principal and agent, or joint ventures between Customer and SmartWiFi. SmartWiFi shall have no right or authority, and shall not attempt to enter into any contract, commitment or agreement, otherwise bind Customer or incur any debt or liability of any nature in the name of or on behalf of Customer.
  • Survival. Those provisions that by their nature are intended to survive the termination or expiration of this Agreement shall so survive, unless stated otherwise herein.
  • Further Assurances. Each party shall at any time and from time to time, upon each request by the other party, execute and deliver such further documents and do such further acts and things as the other party may reasonably request to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement.
  • Changes. SmartWiFi may change the terms and conditions or pricing under this Agreement at any time by posting the changes to this page. SmartWiFi will use reasonable efforts to notify Customer, including by way of email, of such changes that will materially affect the scope of the services provided, or of any material price increase. Notwithstanding the foregoing, Customer accepts responsibility for being fully informed of the changes posted to this page. If SmartWiFi makes changes that are not acceptable to Customer, Customer may terminate the Agreement without charge by giving written notice of cancellation to SmartWiFi within forty-five (45) days after the date the unacceptable change was posted. If Customer does not give written notice to SmartWiFi of such termination within such forty-five (45) day period, Customer shall be deemed to have accepted the change, effective on the date of its posting. Customer may not change this Agreement. No statement or representation (oral or written) of any sales agent, distributor, representative or employee of SmartWiFi made to Customer can change this Agreement.
  • Force Majeure. SmartWiFi will not be liable for any delay or failure to perform our obligations if such delay or non-performance arises in connection with any cause or causes beyond its reasonable control. Such causes shall include, without limitation, any act of God, fire, flood, natural disaster, strike (or other labor dispute), unusually severe weather, vandalism, terrorism, or any act, law regulation or request of any governmental body.
  • Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements, understandings, negotiations, memoranda and representations both written and oral between the parties.
  • Cumulative Remedies. All remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law or in equity.
  • Governing Law. This Agreement shall be governed by the laws of California, and the federal laws of the United States applicable therein, and the Parties agree to the exclusive jurisdiction of the courts situated in California. No action, arising out of the transactions under this Agreement may be brought by either Party more than two years after the cause of action has accrued.

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