Terms of Service
Hotspotboost LICENSE AGREEMENT
This License Agreement (this “Agreement”) is between Hotspotboost and you, (“Client”).
BY ACCEPTING THIS AGREEMENT, BY COMPLETING THE ONLINE APPLICATION PROCESS OR BY CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT OR BY ELECTRONICALLY SIGNING THIS AGREEMENT, Client AGREES TO BE BOUND BY THE FOLLOWING AGREEMENT.
If Client is entering into this Agreement on behalf of a company or other legal entity, Client represents that it has the authority to bind such entity to these terms and conditions. If Client does not have such authority, or if Client does not agree with the terms of this Agreement, Client must not accept this Agreement.
WHEREAS Hotspotboost makes available a proprietary Wi-Fi hotspot management, advertising and analytics platform, and provides certain related hardware (routers and gateways) and services including installation, training, technical support, marketing materials, optimization and configuration, all as further described and defined in this Agreement;
AND WHEREAS Client wishes to obtain from Hotspotboost, and Hotspotboost desires to provide Client access to and use of the Wi-Fi hotspot management, advertising and analytics platform, and to provide the related routers 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;
“End User Information” means any End User information, including referral information generated by, or delivered by, Client to Hotspotboost pursuant to activities contemplated under this Agreement
“End User License Agreement” means an executed, binding agreement between Client and any End User that governs Client’s provision of the Hotspotboost Wi-Fi Service (including all components thereof) to End Users that (a) includes industry standard terms and conditions; (b) ensures that Hotspotboost is not liable to Client or any End User; and (c) requires End Userss 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 Hotspotboost Wi-Fi Service;
“Effective Date” means the date upon which the Client (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 Hotspotboost Wi-Fi 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 Hotspotboost 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 Hotspotboost Wi-Fi Service at a Client Location or whose device exchanges information with the Hotspotboost Wi-Fi 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;
“Client Content” means any Client content that is input into any Marketing Templates by 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, event notifications;
“Look and Feel” means the characteristics and visual appearance of the Landing Page as customized with the Client Content and/or the Client Content, as applicable;
“Marketing Material” means the customized marketing Material made available by Hotspotboost to the Client and which include table tent, flyers, or stickers that Client can use to market the Hotspotboost Wi-Fi Service and related services to End Users;
“Marks” means trade-marks, trade names, logos and designs;
“Hotspotboost Control Panel” means the Hotspotboost proprietary real-time reporting and management software application with integrated ad server hosted by Hotspotboost and running on the Platform;
“Hotspotboost Platform” or the “Platform” means the software services that are owned and operated by Hotspotboost: (i) upon which Client will access and use the Hotspotboost Control Panel; and (ii) to which End Users will connect (initially to the Landing Page) using the Hotspotboost Wi-Fi Service;
“Hotspotboost Router” means a wireless router or a gateway (as applicable) configured to function only with the Hotspotboost Control Panel, all associated router hardware such as antennae and power supply unit, and installation guides and other related material;
“Hotspotboost Technology” means, whether licensed, acquired or developed by Hotspotboost, 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 Hotspotboost Control Panel, the Marketing Material and the Hotspotboost Marks 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 Hotspotboost Control Panel, the Marketing Material, the Hotspotboost Marks and design elements;
“Hotspotboost Wi-Fi 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 Hotspotboost Wi-Fi 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 Hotspotboost Control Panel as a service for access and use by Client, the provisions of the Hotspotboost Wi-Fi Service offering for provision to End Users, and the hosting, marketing and branding, installation, support and configuration services as described in Article 2;
“Terms of Use” means the terms of use applicable to End Users’ use of the Hotspotboost Wi-Fi Service as must be agreed to by an End User prior to being allowed use of the Hotspotboost Wi-Fi Service.
2. Hotspotboost SERVICES
Platform. Hotspotboost shall, during the Term, operate the Platform for access by the Client as contemplated in this Agreement.
Hotspotboost Control Panel – Software as a Service. Hotspotboost shall, during the Term, host the Hotspotboost Control Panel on the Platform. In connection therewith, Hotspotboost hereby grants Client a license to remotely access and use the Hotspotboost 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 Client 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 Material as contemplated below), and using other Hotspotboost Control Panel functionality as may be added from time to time.
Firmware, Equipment and Cloud Controllers.
Routers. Hotspotboost may, during the Term, lease to Client certain types of Routers. Should any router becomes unoperational, Hotspotboost will replace or repair the unit promptly. A fully refundable deposit may be charged to Client at the moment of the installation to cover potential theft or damage to the hardware installed. Should termination of this contract arises for any reason, provided Hotspotboost’s hardware is returned in fully functional state, the deposit will be refunded to Client under thirty (30) days after the termination;
Hotspotboost Firmware. Hotspotboost may, during the Term, make available to Client certain firmware (i) on the Routers leased from Hotspotboost, or (ii) for separate download and use on Client’s existing equipment. In each case, Hotspotboost hereby grants Client a license to remotely access and use the Hotspotboost firmware during the Term on a non-exclusive, world-wide, royalty-free basis (other than the fees payable hereunder) for the purpose of enabling the Hotspotboost Wi-Fi Service. Hotspotboost does not make (and Client shall not make to any potential or actual Client) any representation or warranty in respect of the firmware.
Remote Access. For certain implementations Client may ask Hotspotboost to manage the implementation and provision of the Hotspotboost Wi-Fi Service remotely by directly accessing Client’s existing equipment (in each case where such equipment is supported by Hotspotboost). In doing so, Client shall, and shall ensure Client (i) grants Hotspotboost all rights necessary to remotely access, use and modify such equipment without any further consent from or notice to Client; and (ii) agrees that, where Client provides Hotspotboost with login credentials in order to access such equipment, all such access is done at Client’s own risk, as applicable.
Hotspotboost Wi-Fi Service. Hotspotboost shall, during the Term, make available the Hotspotboost Wi-Fi Service. Client shall, during the Term, permit to offer the Hotspotboost Wi-Fi Service to End Users pursuant to the Terms of Use and Privacy Policy.
Branding and Marketing Services.
Hotspotboost shall, during the Term, allow use of the Marketing Material to market the Hotspotboost Wi-Fi Service to End Users. Client acknowledges and agrees that Hotspotboost may use cookies to collect End User Information, and that Client is responsible for obtaining any consent required to permit Hotspotboost to target advertisements to End Users.
Hotspotboost may, during the Term, for each Client design a Landing Page (or make available an editable Landing Page) that may be customized to incorporate Client Content.
Hosting Services. The Platform shall be hosted by a third party hosting provider selected by Hotspotboost for access by Client and End Users as contemplated under this Agreement. Hotspotboost 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 Hotspotboost Control Panel, or any and all hardware or software required for the hosting, operation or transmission of the Platform and provision of the Hotspotboost Wi-Fi Service.
Support Services. Hotspotboost shall, during the Term: (a) make reasonable email, phone, or online chat support available to Client on a 24 hour per day basis in respect of the functioning of the Hotspotboost Wi-Fi Service (and the components thereof), and in respect of the Hotspotboost Control Panel, (b) use commercially reasonable efforts to provide solutions, changes and corrections as are required to keep the Hotspotboost Wi-Fi Service (and the components thereof) and the Hotspotboost Control Panel operating. Hotspotboost shall not, and shall have no obligation to provide support of any kind directly to End Users. It shall be the responsibility of Client to provide support services to End Users in respect of the functioning of the Hotspotboost Wi-Fi Service (and the components thereof), as contemplated in Section 1 below.
3. Client RESPONSIBILITIES.
Client shall use commercially reasonable efforts to market the Hotspotboost Wi-Fi Service to potential End Users, including using the Marketing Material. Client shall make no false or misleading representations or warranties with regard to Hotspotboost or the Hotspotboost Wi-Fi Service (or the components thereof), or engage in deceptive business practices. Client shall refrain from communicating any information with respect to guarantees or warranties regarding the Hotspotboost Wi-Fi Service, except such as are expressly authorized by Hotspotboost or are set forth in Hotspotboost’s literature or other promotional materials.
Before delivering Routers or enabling a Client to offer the Hotspotboost Wi-Fi Service, Client shall review the End User License Agreement, that each End User will have to accept before using the Hotspotboost Wi-Fi Service.
Client will deliver all End User Information to Hotspotboost. Hotspotboost shall maintain records of End User Information delivered by Client to Hotspotboost as a result of Client’s performance pursuant to this Agreement. All End User Information delivered by Client shall be jointly owned by Client and Hotspotboost 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.
Client must lease all Routers from Hotspotboost.
Client shall conduct itself in a manner consistent with the professional image, reputation and credibility of Hotspotboost, and shall not engage in activities that reflect adversely on Hotspotboost.
Client 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 Hotspotboost Control Panel or other Hotspotboost software provided hereunder; (ii) modify, merge, alter, copy, or otherwise reproduce or tamper with the Hotspotboost Control Panel or any components of the Hotspotboost Wi-Fi Service, or produce or create any derivative works of the Hotspotboost Control Panel; (iii) rent, share, lend or operate the Hotspotboost Control Panel on a time share or service bureau basis, or offer any services that would compete with or replace the Hotspotboost Wi-Fi Service, (iv) use or access the Hotspotboost 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 Hotspotboost Control Panel, the Platform, or any components of the Hotspotboost Wi-Fi Service; or (v) otherwise use the Hotspotboost Control Panel, Platform, or the Hotspotboost Wi-Fi 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. Client is responsible for all Client Content, whether posted on the Landing Page, used in the Marketing Material, or otherwise. Hotspotboost does not pre-screen Client Content, but Hotspotboost has the right (but not the obligation) in its sole discretion to refuse or remove any Client Content.
Client shall provide support services to End Users in respect of the operation and functioning of the Hotspotboost Wi-Fi Service (and the components thereof). To the extent Client cannot resolve the particular issue affecting the Hotspotboost Wi-Fi Service, Client may contact Hotspotboost for assistance as contemplated in Section 8.
Hotspotboost may provide Client with a password to access and use the Platform and the Hotspotboost Control Panel; Clients may also change their passwords directly. Client is responsible for maintaining the confidentiality of Client’s password, and is responsible for all activities that occur under Client’s password. Client agrees to immediately notify Hotspotboost of any unauthorized use of Client’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. Hotspotboost reserves the right to revoke Client’s access to and use of the Platform and the Hotspotboost Control Panel, at its sole option and discretion and without notice to Client, if any misuse or foul play occurs or is suspected in respect thereof. Hotspotboost will not be liable for any loss or damage arising from Client’s failure to provide Hotspotboost with accurate information or to keep Client’s password secure.
Client 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 Hotspotboost (which may be withheld, in its sole discretion for any reason).
4. OWNERSHIP OF INTELLECTUAL PROPERTY
Hotspotboost Background Technology. As between the parties, Hotspotboost owns and shall continue to own all right, title and interest including intellectual property and proprietary rights in and to the Hotspotboost Technology. In addition to the rights granted to the Hotspotboost Control Panel in Section 2.2, to the extent required to enable Client to provide the Hotspotboost Wi-Fi Service offering and related service to End Users, Hotspotboost hereby grants to Client a non-exclusive, limited license during the Term to use, install, load, access, view, store, display, produce, reproduce, and communicate to the public the Hotspotboost Technology.
Client Content. As between the parties, Client owns and shall continue to own all right, title and interest including intellectual property and proprietary rights in and to the Client Content. Client hereby grants to Hotspotboost a non-exclusive, limited license during the Term to use the Client Content solely for the purposes of providing the Services under this Agreement. Client 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 Client Content.
5. FEES
Client agrees to pay Hotspotboost compensation for services and equipment rendered to Client pursuant to this Agreement in accordance with the fees and pay schedule set out in Exhibit 1 Hotspotboost may change the fees and pay schedule set out in Exhibit 1 hereto as contemplated at Section 11.7.
Client hereby authorizes Hotspotboost to draw monthly or annually automatic recurring payments from Visa, MasterCard or PayPal, covering the initial setup fee, all monthly (or annual) dues and all other applicable payments to Client’s service and equipment lease and deposit as stated in a monthly (or annual) invoice that shall be e-mailed by Hotspotboost. Client shall pay this invoice via an automated electronic transaction.
The fees will renew automatically on a month-to-month or year-to-year basis, and monthly/annual recurring payments, where applicable, will continue until notice of cancellation is received by Hotspotboost.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Client shall be responsible for payment of all such taxes, levies, or duties.
Hotspotboost reserves the right to revoke access to services if Client’s balance is overdue or invoices are not paid in full. At a minimum, Hotspotboost will give 7 days’ notice to Client before terminating this Agreement unless immediate termination is required due to a risk to the security or integrity of the Platform.
If for whatever reason, Client defaults on payment or its invoices are not paid in full Client hereby authorizes Hotspotboost or its assignee to collect the outstanding monies, plus service charges and interest, in any method available to Hotspotboost. Client shall indemnify Hotspotboost for all collection or legal fees incurred by Hotspotboost in order to satisfy Client’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. Where Client terminates this Agreement pursuant to Section 10, Client shall also pay to Hotspotboost the termination charges specified in Exhibit 1, or if not specified, an amount equal to 50% of the remaining monthly fees that would have been payable to the end of the Term (collectively, the “Termination Fees”). Client acknowledges that the Termination Fees are a reasonable estimate of Hotspotboost’s liquidated damages and represent consideration for the Services, and are not a penalty.
Client shall be responsible for all expenses resulting from its own business operations and/or incurred by Client in connection with this Agreement, including, but not limited to, all expenses incurred in the promotion, demonstration and/or marketing of the Hotspotboost Wi-Fi Service or otherwise performing its obligations under this Agreement.
6. DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITY
EXCEPT TO THE EXTENT NOT ALLOWED BY APPLICABLE LAW, Hotspotboost HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PLATFORM, THE Hotspotboost 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, Hotspotboost DOES NOT WARRANT AND THERE IS NO CONDITION THAT (A) THE SERVICES WILL MEET Client’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 Hotspotboost TECHNOLOGY ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS.
IN NO EVENT SHALL Hotspotboost 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 Hotspotboost HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED AT LAW, Hotspotboost’S LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF MONEY PAID TO Hotspotboost BY Client UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
7. INDEMNITY
Client shall indemnify and hold Hotspotboost 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 Hotspotboost Control Panel in a manner beyond the scope of use contemplated in Section 2.2, (d) its infringement, misappropriation or violation of third party intellectual property rights due to Client 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.
8. CONFIDENTIALITY
Restriction on Use of Confidential Information. Client acknowledges that in connection with this Agreement it may have access to proprietary information of Hotspotboost, 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”). Client acknowledges that the disclosure of Confidential Information in any manner would be highly detrimental to the interest of Hotspotboost. Client agrees that the right to maintain such Confidential Information constitutes a proprietary right, which Hotspotboost is entitled to protect. Accordingly, Client 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. Client shall not use any Confidential Information of Hotspotboost except as may be necessary to perform its obligations under this Agreement.
Disclosures Required by Law. Client 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) Hotspotboost is notified in writing prior to disclosure of the information, and (b) Client assists Hotspotboost, at Hotspotboost’s expense, in any attempt by the other to limit or prevent the disclosure of the Confidential Information.
Remedies Upon Breach. Client agrees that Hotspotboost shall have no adequate remedy at law if there is a breach or threatened breach of this Article 8 and, accordingly, that Hotspotboost 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 Hotspotboost, the Client shall (a) at its own expense, (i) promptly return to Hotspotboost all information that is in tangible form (and all copies thereof) that is the property of Hotspotboost (including pursuant to this Agreement) or that contains any Confidential Information (collectively, the “Material Information”), or (ii) upon written request from Hotspotboost, destroy such Material Information and provide Hotspotboost with written certification of such destruction, and (b) cease all further use of any Material Information, whether in tangible or intangible form.
Ownership. The Confidential Information of Hotspotboost is, and will remain, the property of Hotspotboost. Client obtains no right, title, interest or license in or to any of the Confidential Information of Hotspotboost except for the rights expressly set forth in this Agreement.
9. DATA PROTECTION
Client shall comply with all Applicable Privacy Laws when using the Services. Without limiting the foregoing, Client shall only Process Personal Information for the purposes of rendering the services to End User, and shall not disclose any Personal Information, in any manner whatsoever, to any third party other than End User.
Hotspotboost reserves the right to audit Client’s use of the Hotspotboost Control Panel, including access logs and activities.
10. TERM and TERMINATION
Term. This Agreement will commence on the Effective Date and shall continue for the period of time set out in Exhibit 1 and thereafter will renew on a month-to-month or year-to-year basis unless otherwise provided in Exhibit 1 (the “Term”), in each case unless it is terminated earlier in accordance with this Article 10.
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.
11. GENERAL
Assignment. Hotspotboost may assign any of its rights or obligations under this Agreement, without the prior express written consent of Client. Client may not assign this Agreement without the prior express written consent of Hotspotboost.
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.
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. Hotspotboost may change the terms and conditions or pricing under this Agreement at any time by posting the changes to www.Hotspotboost.com. Hotspotboost will use reasonable efforts to notify Client, 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, Client accepts responsibility for being fully informed of the changes posted to www.Hotspotboost.com. If Hotspotboost makes changes that are not acceptable to Client, Client may terminate the Agreement without charge by giving written notice of cancellation to Hotspotboost within forty-five (45) days after the date the unacceptable change was posted. If Client does not give written notice to Hotspotboost of such termination within such forty-five (45) day period, Client shall be deemed to have accepted the change, effective on the date of its posting. Client may not change this Agreement. No statement or representation (oral or written) of any sales agent, distributor, representative or employee of Hotspotboost made to Client can change this Agreement.
Force Majeure. Hotspotboost 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 Ontario, Canada, and the federal laws of Canada applicable therein, and the Parties agree to the exclusive jurisdiction of the courts situated in Toronto, Ontario, Canada. 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.
EXHIBIT 1: [TO BE PROVIDED SPECIFIC TO EACH Client]
Last updated: April 16, 2018