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 GoZone WiFi, LLC, a Florida limited liability company (GoZone), 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 GoZone and Customer (Customer Data). Customer grants GoZone 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 GoZone’s Anti-SPAM policy, located at www.gozonewifi.com/policies/antispam. 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 GoZone 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 GoZone’s Reasonable Use Policy, located at www.gozonewifi.com/policies/reasonable-use.
D. GoZone Support. GoZone will provide Customer support for the Service in accordance with our Support Policy located at: www.gozonewifi.com/policies/support.
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 GoZone. 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, GoZone 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 GoZone 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. GoZone may change the features and functionality of the Service at any time without notice to Customer.
3. WARRANTY DISCLAIMER.
THE SERVICE IS PROVIDED ‘AS IS’ WITHOUT WARRANTY. GOZONE DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE GOZONE TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, GOZONE 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 GOZONE ALL FEES FOR USE OF THE SERVICE IN ACCORDANCE WITH THE ORDER AND WITH GOZONE’S BILLING POLICY SET FORTH AT WWW.GOZONEWIFI.COM/POLICIES/BILLING. GOZONE MAY, IN ITS SOLE DISCRETION, (I) CHANGE ITS PRICING AT ANY TIME, UPON GOZONE’S 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.GOZONEWIFI.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). GoZone’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, GoZone: (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 GoZone knows that Customer Confidential Information has been accessed, disclosed, or acquired without proper authorization and contrary to the terms of this agreement, GoZone 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. GoZone will give highest priority to immediately correcting any data breach, and will devote such resources as may be required to accomplish that goal. GoZone 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, GoZone will consult with Customer in a timely fashion regarding appropriate steps required to notify third parties. GoZone will provide Customer with information about what GoZone 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 GoZone as part of the Service are the proprietary property of GoZone and its licencors, and all right, title, and interest in and to such items, including all associated intellectual property rights, remain only with GoZone. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. GoZone 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, GoZone 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. GoZone may provide access to its application-programming interface (API) as part of the Service. Subject to the other terms of this agreement, GoZone 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, GoZone can charge for, suspend or terminate Customer’s access to the API on a temporary or permanent basis.
– GoZone 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. GoZone may add new endpoints or fields in API results without prior notice to Customer.
– The API is provided on an AS IS basis. GoZone 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, GoZone has no obligation to maintain the Customer or Guest Data and may delete it.
D. Return GoZone Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay GoZone for any unpaid amounts and destroy or return all property of GoZone. Upon GoZone’s request, Customer will confirm in writing its compliance with this destruction or return requirement.
E. Suspension for Violations of Law. GoZone 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. GoZone will attempt to contact Customer in advance.
F. Suspension for Non-Payment. GoZone 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 GoZone. GoZone 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. GoZone 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 GoZone’s indemnity obligations, GoZone’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. GoZone will defend or settle any third-party claim against Customer to the extent that such claim alleges that GoZone technology used to provide the Service violates a copyright, patent, trademark, or other intellectual property right, if Customer promptly notifies GoZone of the claim in writing, cooperates with GoZone in the defense, and allows GoZone to solely control the defense or settlement of the claim.
i. Costs. GoZone will pay infringement claim defense costs it incurs in defending Customer, GoZone negotiated settlement amounts, and court-awarded damages.
ii. Process. If such a claim appears likely, then GoZone may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If GoZone determines that none of these are reasonably available, then GoZone may terminate the Service and refund any prepaid and unused fees.
iii. Exclusions. GoZone has no obligation for any claim arising from: GoZone’s 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 GoZone. THIS SECTION CONTAINS CUSTOMER’S EXCLUSIVE REMEDIES AND GOZONE’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
B. By Customer. If a third party claims against GoZone that any part of the Customer Data infringes or violates that party’s patent, copyright, or other right, Customer will defend GoZone 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 GoZone 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 Pinellas 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 GoZone.
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. GoZone 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 GoZone (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 (https://www.gozonewifi.com/terms/saas). 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 GoZone WiFi, you may e-mail us at email@example.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 GoZone WiFi, you may contact us at firstname.lastname@example.org.
If you have any questions about this Agreement, please contact us at email@example.com or by writing to us at:
GoZone WiFi LLC
PO Box 12275
St. Petersburg, FL 33733
Effective date: May 20, 2020