PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.
BY USING THE SERVICE OR CLICKING “AGREE” YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR A THIRD PARTY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON THEIR BEHALF.
This agreement is between Easy Smart Wifi / Panthera Development Group, LLC, a Florida limited liability company (EasySmartWifi), and the Customer agreeing to these terms (Customer).
1. SOFTWARE SERVICE.
This agreement provides Customer access to and usage of an Internet-based software service as specified on an order (Service).
2. USE OF SERVICE.
A. Customer Owned Data. All data uploaded by Customer to the Service remains the property of Customer, as between EasySmartWifi and Customer (Customer Data). Customer grants EasySmartWifi the right to use the Customer Data solely for purposes of performing under this agreement. During the term of this agreement, customer may use any end user data collected by the Service through Customer’s guest’s use of the Service (Guest Data), for purposes of marketing functions, integrating with third party systems, analytics, and other business purposes, so long as such use is in accordance with all applicable law and EasySmartWifi’s Messaging Policy, located at https://wifimarketing.tech/messaging-policy/. As between the parties, Customer, and not EasySmartWifi, shall be solely liable for Customer’s (and Customer’s employees’ and agents’) Processing of Guest Data. Customer may export its Customer and Guest Data as allowed by functionality in the service.
B. Access and Usage. Customer may allow its employees or contractors to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors.
C. Customer Responsibilities. Customer: (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify EasySmartWifi promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s user guide, applicable law, and in accordance with EasySmartWifi’s Reasonable Use Policy, located at www.gozonewifi.com/policies/reasonable-use AND our Messaging Policy located at https://wifimarketing.tech/messaging-policy/.
D. EasySmartWifi Support. EasySmartWifi will provide Customer support for the Service in accordance with our Support Policy
E. Trial Version. If Customer has registered for a trial use of the Service, Customer may access the Service for a time period determined by EasySmartWifi. The Service is provided ‘AS IS’, with no warranty during this time period. All Customer and Guest Data will be deleted after the trial period, unless Customer converts its account to a paid Service.
F. Beta Features. From time to time, EasySmartWifi may make certain beta services or features available in the Service (Beta Features). All Beta Features are provided ‘AS-IS’ without warranty of any kind, and EasySmartWifi has no liability arising out of or resulting from Customer’s use of the Beta Features. Customer acknowledges and agrees that Beta Features are likely to have errors and defects, are not covered by the Support Policy, and may or may not become actual features of the Service.
G. Service Features. EasySmartWifi may change the features and functionality of the Service at any time without notice to Customer.
H. EasySmartWiFi Restrictions. EasySmartWifi certifies that it understands the restrictions set out in this section and will comply with them. As required by applicable privacy law to ensure EasySmartWifi’s status as a ‘processor’ or ‘service provider’ (as such terms or similar terms are used in such laws), EasySmartWifi may not: (i) Sell or Share the Personal Data relating to its provision of Services hereunder; (ii) retain, use or disclose such Personal Data for any purpose other than the provision of Services, including to retain, use, or disclose such Personal Data for a commercial purpose other than providing its Services under this agreement; (iii) retain, use, or disclose such Personal Data outside of the direct business relationship between EasySmartWifi and Customer; or (iv) combine such Personal Data received in connection with performing services under this agreement with Personal Data it receives from another source except to provide Services under this agreement or as otherwise permitted by law.
I. EasySmartWifi Processing of Personal Data. EasySmartWifi shall only Process Personal Data relating to its provision of Services hereunder on behalf of and in accordance with Service Provider’s instructions. As its complete and final instructions, Customer instructs EasySmartWifi to Process such Personal Data for the following purposes, each of which shall be deemed part of the provision of Services hereunder: (i) Processing in accordance with this Service Provider Agreement; (ii) Processing to provide and manage the Services to Customer; (iii) Processing to comply with other agreed reasonable instructions by Customer that are consistent with the terms of the Service Provider Agreement; (iv) Processing as required under any applicable laws, and (v) Processing to maintain and enhance the security, integrity, and functionality of EasySmartWifi services. EasySmartWifi agrees that it shall, in its capacity as a processor and to the extent required by law, take commercially reasonable efforts at Customer’s expense upon Customer’s written request to provide information evidencing its compliance with these commitments and law.
k. Data Subject Requests. EasySmartWifi shall, unless legally prohibited, promptly notify Customer if it receives a request from a Data Subject to exercise their rights (to the extent available to them under applicable law) for access to, correction, amendment or deletion of that individual’s Personal Data. EasySmartWifi may respond to such Data Subject request to confirm that the request has been received, relates to Customer, and to direct the Data Subject to Customer. EasySmartWifi shall provide Customer with commercially reasonable cooperation and assistance in relation to a Data Subject’s request for access to that individual’s Personal Data, to the extent legally permitted and to the extent Customer does not have access to such Personal Data through its use of the Services. Customer shall be responsible for any reasonable costs arising from EasySmartWifi’s provision of such assistance under this section.
3. WARRANTY DISCLAIMER.
THE SERVICE IS PROVIDED ‘AS IS’ WITHOUT WARRANTY. EASYSMARTWIFI DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE EASYSMARTWIFI TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, EASYSMARTWIFI DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
CUSTOMER MUST PAY EASYSMARTWIFI ALL FEES FOR USE OF THE SERVICE IN ACCORDANCE WITH THE ORDER AND WITH EASYSMARTWIFI’S BILLING POLICY SET FORTH AT WWW. EASYSMARTWIFI.COM/POLICIES/BILLING. EASYSMARTWIFI MAY, IN ITS SOLE DISCRETION, (I) CHANGE ITS PRICING AT ANY TIME, UPON EasySmartWifi NOTICE TO CUSTOMER, AND (II) CHARGE ADDITIONAL FEES FOR EXCESSIVE USE OF THE SERVICE, WHICH EXCESSIVE USE IS DEFINED IN GOZONE’S REASONABLE USE POLICY LOCATED AT WWW. EASYSMARTWIFI.COM/POLICIES/REASONABLE-USE. ALL FEES PAYABLE UNDER THIS AGREEMENT ARE EXCLUSIVE OF SALES, USE, VAT, WITHHOLDING, CUSTOM DUTIES, EXCISE, AND ANY OTHER SIMILAR TAXES FOR WHICH CUSTOMER IS RESPONSIBLE.
5. MUTUAL CONFIDENTIALITY.
A. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). EasySmartWifi’s Confidential Information includes, without limitation, the Service, its user interface design and layout, and pricing information. Customer’s Confidential Information includes, without limitation, the Customer Data.
B. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care), and it may not disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
C. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
D. Data Security Measures.
i. Security Measures. In order to protect Customer’s Confidential Information, EasySmartWifi: (i) implements and maintains all reasonable security measures appropriate to the nature of the Confidential Information including, without limitation, technical, physical, administrative, and organizational controls, and will maintain the confidentiality, security, and integrity of such Confidential Information; (ii) implements and maintains industry standard systems and procedures for detecting, preventing, and responding to attacks, intrusions, or other systems failures and regularly tests, or otherwise monitors the effectiveness of the safeguards’ key controls, systems, and procedures; (iii) designates an employee or employees to coordinate implementation and maintenance of its Security Measures (as defined below); and (iv) identifies reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Customer’s Confidential Information that could result in the unauthorized disclosure, misuse, alteration, destruction, or other compromise of such information, and assesses the sufficiency of any safeguards in place to control these risks (collectively, Security Measures).
ii. Notice of Data Breach. If EasySmartWifi knows that Customer Confidential Information has been accessed, disclosed, or acquired without proper authorization and contrary to the terms of this agreement, EasySmartWifi will promptly alert Customer of any such data breach, and immediately take such actions as may be necessary to preserve forensic evidence and eliminate the cause of the data breach. EasySmartWifi will give highest priority to immediately correcting any data breach, and will devote such resources as may be required to accomplish that goal. EasySmartWifi will provide Customer with all information reasonably necessary to enable Customer to fully understand the nature and scope of the data breach. To the extent that Customer, in its sole reasonable discretion, deems warranted, Customer may provide notice to any or all parties affected by any data breach. In such case, EasySmartWifi will consult with Customer in a timely fashion regarding appropriate steps required to notify third parties. EasySmartWifi will provide Customer with information about what EasySmartWifi has done or plans to do to minimize any harmful effect of the unauthorized use or disclosure of, or access to, Confidential Information.
A. Reservation of Rights. The software, workflow processes, user interface, designs, and other technologies provided by Go EasySmartWifi as part of the Service are the proprietary property of EasySmartWifi and its licensors, and all right, title, and interest in and to such items, including all associated intellectual property rights, remain only with EasySmartWifi. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. EasySmartWifi reserves all rights unless expressly granted in this agreement.
B. Restrictions. Customer may not: (i) sell, resell, rent, or lease the Service or use it in a service-provider capacity, unless under separate agreement; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes.
C. Aggregated Data. During and after the term of this agreement, EasySmartWifi may use and owns all anonymized, aggregated data within the Service for purposes of enhancing the Service, statistical analysis, technical support, and other business purposes.
D. API. EasySmartWifi may provide access to its application-programming interface (API) as part of the Service. Subject to the other terms of this agreement, EasySmartWifi grants Customer a non-exclusive, nontransferable, terminable license to interact only with the Service as allowed by the API and as set forth below:
– Customer may not use the API in a manner that exceeds Customer’s purchased call volume or that otherwise exceeds a reasonable call volume if Customer has not purchased a specific amount. If this occurs, EasySmartWifi can charge for, suspend or terminate Customer’s access to the API on a temporary or permanent basis.
– EasySmartWifi may change or remove existing endpoints or fields in API results upon at least 30 days notice to Customer, but GoZone will use commercially reasonable efforts to support the previous version of the API for at least 6 months. EasySmartWifi may add new endpoints or fields in API results without prior notice to Customer.
– The API is provided on an AS IS basis. EasySmartWifi has no liability to Customer as a result of any change, temporary unavailability, suspension, or termination of access to the API.
7. TERM AND TERMINATION.
A. Term. This agreement continues until all orders have expired or are terminated for material breach under Section 7(b).
B. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
C. Destruction of Customer Data and Guest Data. Upon termination of this agreement for any reason, EasySmartWifi has no obligation to maintain the Customer or Guest Data and may delete it.
D. Return EasySmartWifi Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay EasySmartWifi for any unpaid amounts and destroy or return all property of EasySmartWifi. Upon EasySmartWifi request, Customer will confirm in writing its compliance with this destruction or return requirement.
E. Suspension for Violations of Law. EasySmartWifi may temporarily suspend the Service and/or remove the applicable Customer Data if it in good faith believes that, as part of using the Service, Customer has violated a law. EasySmartWifi will attempt to contact Customer in advance.
F. Suspension for Non-Payment. EasySmartWifi may temporarily suspend the Service if Customer is delinquent in accordance with the Billing Policy: www.gozonewifi.com/policies/billing.
G. Suspension or Termination by EasySmartWifi. EasySmartWifi reserves the right to immediately suspend the Service if it believes that there is any violation of our terms or policies, especially if we believe there has been a security breach with your account. We reserve the right to terminate the Service for any reason.
8. LIABILITY LIMIT.
A. Exclusion of Indirect Damages. EasySmartWifi is not liable for any indirect, special, incidental, or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of or unauthorized access to data or information; and lost profits, revenue, or anticipated cost savings), even if it knows of the possibility or foresee-ability of such damage or loss.
B. Total Limit on Liability. Except for EasySmartWifi indemnity obligations, EasySmartWifi’s total liability arising out of or related to this agreement (whether in contract, tort, or otherwise) does not exceed the amount paid by Customer within the 3-month period prior to the event that gave rise to the liability.
A. Defense of Third-Party Claims. EasySmartWifi will defend or settle any third-party claim against Customer to the extent that such claim alleges that EasySmartWifi technology used to provide the Service violates a copyright, patent, trademark, or other intellectual property right, if Customer promptly notifies EasySmartWifi of the claim in writing, cooperates with EasySmartWifi in the defense, and allows EasySmartWifi to solely control the defense or settlement of the claim.
i. Costs. EasySmartWifi will pay infringement claim defense costs it incurs in defending Customer, EasySmartWifi negotiated settlement amounts, and court-awarded damages.
ii. Process. If such a claim appears likely, then EasySmartWifi may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If EasySmartWifi determines that none of these are reasonably available, then EasySmartWifi may terminate the Service and refund any prepaid and unused fees.
iii. Exclusions. EasySmartWifi has no obligation for any claim arising from: EasySmartWifi compliance with Customer’s specifications; a combination of the Service with other technology or aspects where the infringement would not occur but for the combination; use of Customer Data; or technology or aspects not provided by EasySmartWifi. THIS SECTION CONTAINS CUSTOMER’S EXCLUSIVE REMEDIES AND EASYSMARTWIFI’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
B. By Customer. If a third party claims against EasySmartWifi: (i) that any part of the Customer Data, or any use thereof; infringes or violates that party’s copyright, patent, trademark, or other right; (ii) that Customer breached its obligations or services to a guest; (iii) that customer used any Guest Data; (iv) that the Services as implemented by Customer, or information derived from such implementation, violates law or any rights regarding the use of Personal Data; or (v) based on Customer’s acts or omissions relating to this agreement or the SaaS Agreement , Customer will defend EasySmartWifi against that claim at Customer’s expense and pay all costs, damages, and attorneys’ fees that a court finally awards or that are included in a settlement approved by Customer, provided that EasySmartWifi promptly notifies Customer of the claim in writing, cooperates with Customer in the defense, and allows Customer to solely control the defense or settlement of the claim.
1O. GOVERNING LAW AND FORUM.
This agreement is governed by the laws of the State of Florida (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Broward County, Florida, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
11. OTHER TERMS.
A. Entire Agreement and Changes. This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it, however this agreement may be modified through an online process provided by EasySmartWifi.
B. No Assignment. Neither party may assign or transfer this agreement to a third party, nor delegate any duty, except that the agreement and all orders may be assigned, without the consent of the other party, as part of a merger or sale of all or substantially all the businesses or assets of a party.
C. Independent Contractors. The parties are independent contractors with respect to each other.
D. Enforce-ability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation, force majeure events.
E. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.
F. No Additional Terms. EasySmartWifi rejects additional or conflicting terms of a Customer’s form-purchasing document.
G. Order of Precedence. If there is an inconsistency between this agreement and an order, the order prevails.
H. Survival of Terms. Any terms, that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive (including, without limitation, the confidentiality terms). The UN Convention on Contracts for the International Sale of Goods does not apply.
I. Feedback. If Customer provides feedback or suggestions about the Service, then EasySmartWifi (and those it allows to use its technology) may use such information without obligation to Customer.
J. Publicity. You grant us the right to add your name and company logo to our customer list, website or sales collateral for the purposes of promoting the Service to prospective customers.
Updates to this Agreement:
We may update this Agreement from time to time. If we make any changes to this Agreement, we will change the “effective date” below and will post the updated Agreement on this page. Continuing to use our Services after we publish changes to this Software as a Service Agreement means you are consenting to these changes.
If you wish to unsubscribe from e-mail communication from EasySmartWifi, you may e-mail us at frank @ easysmartwifi.com. Additionally, most of our email distributions contain an “unsubscribe” link. If you have questions or comments about this Software as a Service Agreement or the practices of EasySmartWifi, you may contact us at frank @ easysmartwifi.com.
If you have any questions about this Agreement, please contact us at frank @ easysmartwifi.com or by writing to us at:
“Data Subject” means the identified or identifiable person to whom the Personal Data relates.
“Personal Data” means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to or with an identified or identifiable natural person, which is processed by EasySmartWifi solely on behalf of Customer under this Software as a Service Agreement.
“Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Sell,” “Selling,” “Sale,” or “Sold” means the provision of Personal Data in exchange for monetary or other valuable consideration, and, without limitation, includes the meaning given in subdivision (ad)(1) of Cal. Civ. Code §1798.140.
“Sharing” means the provision of Personal Information to support targeted advertising online, and, without limitation, includes the meaning given in subdivision (ah)(1) of Cal. Civ. Code §1798.140.
Effective date: January 2, 2023.
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