907 NETWORK SERVICE SYSTEM LICENSE AGREEMENT
This License Agreement (this "Agreement") is between 907 NETWORK SERVICE, a division of Bush907.com. ("907 NETWORK SERVICE") and you, ("Licensee").
BY ACCEPTING THIS AGREEMENT, EITHER BY COMPLETING THE ONLINE APPLICATION PROCESS OR BY CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT, LICENSEE AGREES TO BE BOUND BY THE FOLLOWING AGREEMENT.
If Licensee is entering into this Agreement on behalf of a company or other legal entity, Licensee represents that it has the authority to bind such entity to these terms and conditions. If Licensee does not have such authority, or if Licensee does not agree with the terms of this Agreement, Licensee must not accept this Agreement.
WHEREAS 907 NETWORK SERVICE has developed a proprietary Wi-Fi hotspot management, advertising and analytics platform, and provides certain related hardware (routers and gateways) and services including training, technical support, marketing materials, a web-based knowledge repository, and access to a private Facebook area, all as further described and defined in this Agreement;
AND WHEREAS Licensee wishes to obtain from 907 NETWORK SERVICE, and 907 NETWORK SERVICE desires to provide Licensee 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:
Definitions . As used in this Agreement, the following capitalized terms shall have the meaning set out in this Section 1.1 . 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" means a Person that has entered into a Client License Agreement to offer 907 NETWORK SERVICE Wi-Fi Service at a Client Location using 907 NETWORK SERVICE Routers, and that is part of the Licensee Wi-Fi Network;
"Client License Agreement" means an executed, binding agreement between Licensee and any Client that governs Licensee's provision of the 907 NETWORK SERVICE Wi-Fi Service (including all components thereof) to Clients;
"Client Location" means a physical location owned or leased by Client and where Client is offering 907 NETWORK SERVICE Wi-Fi Service;
"Client Content" means any Client content that is input into any Marketing Templates by Licensee 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;
"Effective Date" means the date upon which the Licensee (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" means an individual that uses the 907 NETWORK SERVICE Wi-Fi Service at a Client Location;
"End User Data" means information about End Users' use of the 907 NETWORK SERVICE Wi-Fi Service, including names, email addresses and social networking information of users, usage analytics, social activity, patronage of Client Location, advertising performance, and Client coupon redemptions, all as input into or collected through the 907 NETWORK SERVICE Control Panel. End User Data includes End User Personal Information;
"End User Personal Information" means Personal Information of End Users;
"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 907 NETWORK SERVICE Site, and which includes a portal enabling the End User to access the internet;
"Licensee Content" means any Licensee content that is input into any Marketing Templates by Licensee, or that otherwise constitutes Licensee-branded or Licensee-selected (third party) marketing and promotional material such as Licensee Marks, Facebook notifications, mobile coupons, vouchers, offers, promotions, banner ads, videos, lotteries, event notifications;
"Licensee Wi-Fi Network" means the Licensee'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 Licensee Content, as applicable, and shall specifically exclude the 907 NETWORK SERVICE Technology;
"Marketing Templates" means the downloadable, editable marketing templates made available by 907 NETWORK SERVICE to the Licensee and which include templates that Licensee can use to market the 907 NETWORK SERVICE Wi-Fi Service and related services to potential Clients, and templates that Licensee can provide to Clients to assist Clients in marketing the 907 NETWORK SERVICE Wi-Fi Service to End Users;
"Marks" means trade-marks, trade names, logos and designs;
"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;
"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 907 NETWORK SERVICE Site and 907 NETWORK SERVICE VPN, the provision of the 907 NETWORK SERVICE Control Panel as a service for access and use by Licensee, the provisions of the 907 NETWORK SERVICE Wi-Fi Service offering for provision to Clients, and the hosting, marketing and branding, training, and support services as described in Article 2 ;
"907 NETWORK SERVICE Control Panel" means the 907 NETWORK SERVICE proprietary real-time reporting and management software application with integrated ad server hosted by 907 NETWORK SERVICE and running on the 907 NETWORK SERVICE Site;
"907 NETWORK SERVICE Router " means a wireless router or a gateway (as applicable) configured to function only with the 907 NETWORK SERVICE Control Panel, all associated router hardware such as antennae and power supply unit, and installation guides and other related material;
"907 NETWORK SERVICE Wi-Fi Service" means wireless internet access to the 907 NETWORK SERVICE Site provided at a Client Location through 907 NETWORK SERVICE Router(s) over the 907 NETWORK SERVICE VPN;
"Training Materials" means training materials and content, including videos, such as getting started checklists, system configuration, sales training techniques, and sales strategy blueprints.
" 907 NETWORK SERVICE Knowledge Repository" means a generic help page residing on the 907 NETWORK SERVICE Site at support.907 NETWORK SERVICE.io and accessible to Licensees for purposes of assisting with troubleshooting Routers;
" 907 NETWORK SERVICE Members Area" means a generic page residing on the 907 NETWORK SERVICE Site at members.907 NETWORK SERVICE.io that serves as a repository for Marketing Templates and Training Materials;
" 907 NETWORK SERVICE Site" means the websites located at URL: www.907 NETWORK SERVICE.io that are owned and operated by 907 NETWORK SERVICE: (i) upon which Licensee will access and use the 907 NETWORK SERVICE Control Panel; and (ii) to which End Users will connect (initially to the Landing Page) using the 907 NETWORK SERVICE Wi-Fi Service; and
" 907 NETWORK SERVICE Technology" means, whether licensed, acquired or developed by 907 NETWORK SERVICE, 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 907 NETWORK SERVICE Site (and the Look and Feel thereof), the 907 NETWORK SERVICE VPN, the 907 NETWORK SERVICE Control Panel, the Marketing Templates, the 907 NETWORK SERVICE Marks, and the 907 NETWORK SERVICE Knowledge Repository, and all literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the 907 NETWORK SERVICE Site (and the Look and Feel thereof), the 907 NETWORK SERVICE VPN, the 907 NETWORK SERVICE Control Panel, the Marketing Templates, the 907 NETWORK SERVICE Marks, and the 907 NETWORK SERVICE Knowledge Repository, and design elements;
" 907 NETWORK SERVICE VPN" means the Virtual Private Network operated and managed by 907 NETWORK SERVICE that permits connection to the 907 NETWORK SERVICE Site on a secure, encrypted basis using 256 Encryption.
907 NETWORK SERVICE SERVICES
907 NETWORK SERVICE Site . 907 NETWORK SERVICE shall, during the Term, operate the 907 NETWORK SERVICE Site and the 907 NETWORK SERVICE VPN for access by the Licensee as contemplated in this Agreement.
907 NETWORK SERVICE Control Panel - Software as a Service . 907 NETWORK SERVICE shall, during the Term, host the 907 NETWORK SERVICE Control Panel on the 907 NETWORK SERVICE Site. In connection therewith, 907 NETWORK SERVICE hereby grants Licensee a license to remotely access and use the 907 NETWORK SERVICEControl Panel during the Term on a non-exclusive, world-wide, fully paid-up, royalty-free basis for the purpose of managing the Licensee 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 907 NETWORK SERVICE Control Panel functionality as may be added from time to time.
Routers . 907 NETWORK SERVICE shall, during the Term, make available to Licensee certain types of Routers for purchase by Licensee as set forth on the 907 NETWORK SERVICE Site. Licensee may in turn resell or rent such Routers to Clients for the sole purpose of enabling Clients to offer the 907 NETWORK SERVICE Wi-Fi Service to End Users. Licensee may purchase Routers from 907 NETWORK SERVICE by completing a purchase order in the form as may be required by 907 NETWORK SERVICE and posted on the 907 NETWORK SERVICE Site 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"). 907 NETWORK SERVICE does not make (and Licensee 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. 907 NETWORK SERVICE's obligation in respect of the functioning of the Routers is limited to posting selected information on the 907 NETWORK SERVICE Knowledge Repository.
Branding and Marketing Services .
907 NETWORK SERVICE shall, during the Term, make the 907 NETWORK SERVICE Members Area available to Licensee. Licensee may use the Marketing Templates and any other resources in the 907 NETWORK SERVICE Members Area to market the 907 NETWORK SERVICE Wi-Fi Service to Clients, and may provide certain of the Marketing Templates to Clients to enable Clients marketing of the 907 NETWORK SERVICE Wi-Fi Service to End Users.
Information shared in the 907 NETWORK SERVICE Members Area is copyright of 907 NETWORK SERVICE and must be kept confidential at all times. Licensee may not share or sell any information to Clients or others, package or offer this information as a bonus, add this information to membership sites, or otherwise distribute this information without written consent from 907 NETWORK SERVICE. The Marks that are displayed in Members Area information are the property of their respective owners.
907 NETWORK SERVICE reserves the right to revoke access to the 907 NETWORK SERVICE Members Area at any time if any misuse or foul play occurs, or if unauthorized file sharing or multiple-IP logins are detected.
907 NETWORK SERVICE shall, during the Term, make available to Licensees a private Facebook area accessible only to Licensee and other licensees of 907 NETWORK SERVICE, and localwifi network partners, which Facebook area shall serve as a resource to learn, brainstorm, share and exchange ideas about promoting and selling the 907 NETWORK SERVICE Wi-Fi Service.
907 NETWORK SERVICE shall, during the Term, for each Client make available an editable Landing Page that may be customized by Licensee to incorporate Licensee Content and / or Client Content, as applicable.
Hosting Services . The 907 NETWORK SERVICE Site shall be hosted by a third party hosting provider for access by Licensee and End Users as contemplated under this Agreement. 907 NETWORK SERVICE 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 907 NETWORK SERVICE Site may be interrupted in order to provide planned maintenance and upgrades to the 907 NETWORK SERVICE Site, the Server, the 907 NETWORK SERVICE Control Panel, or any and all hardware or software required for the hosting, operation or transmission of the 907 NETWORK SERVICE Site and provision of the 907 NETWORK SERVICE Wi-Fi Service.
Training Services . 907 NETWORK SERVICE shall, during the Term, offer training to Licensee in respect of marketing, setting up, pricing, and operating the 907 NETWORK SERVICE Wi-Fi Service, and using the 907 NETWORK SERVICE Control Panel, as such training is posted on the 907 NETWORK SERVICE Site from time to time during the Term. 907 NETWORK SERVICE shall also, during the Term, make Training Materials available to Licensee in the Members Area.
Support Services . 907 NETWORK SERVICE shall, during the Term: (a) make reasonable email and online chat support available to Licensee on a 24 hour per day basis in respect of the functioning of the 907 NETWORK SERVICE Wi-Fi Service (and the components thereof), and in respect of the 907 NETWORK SERVICE Control Panel, (b) use commercially reasonable efforts to provide solutions, changes and corrections as are required to keep the 907 NETWORK SERVICE Wi-Fi Service (and the components thereof) and the 907 NETWORK SERVICE Control Panel operating; and (c) provide Licensee with access to the 907 NETWORK SERVICE Knowledge Repository. 907 NETWORK SERVICE 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 Licensee to provide support services to Clients in respect of the functioning of the 907 NETWORK SERVICE Wi-Fi Service (and the components thereof), as contemplated in Section 3.5 below.
Licensee shall use commercially reasonable efforts to market the 907 NETWORK SERVICE Wi-Fi Service to potential Clients, including using the Marketing Templates. Licensee shall make no false or misleading representations or warranties with regard to 907 NETWORK SERVICE or the 907 NETWORK SERVICE Wi-Fi Service (or the components thereof), or engage in deceptive business practices.
Before delivering Routers or enabling a Client to offer the 907 NETWORK SERVICE Wi-Fi Service, Licensee shall require the Client to execute a Client License Agreement. The Client License Agreement shall be in form and substance that the Licensee may choose, and may grant such Clients, during the term of the Client License Agreement, the limited right to: (a) use certain of the Marketing Templates to market the 907 NETWORK SERVICE Wi-Fi Service to End Users, and to customize the editable Landing Page to incorporate Client Content; and (b) as permitted by 907 NETWORK SERVICE, remotely access and use the 907 NETWORK SERVICEControl Panel on a non-exclusive, world-wide, fully paid-up, royalty-free basis for the purpose of managing their instance of the 907 NETWORK SERVICE Wi-Fi Service, including collecting, organizing and generating reports using End User Data, conducting marketing and promotional activities (including using the Marketing Templates), and using other 907 NETWORK SERVICE Control Panel functionality as may be added from time to time.
Licensee shall upon 907 NETWORK SERVICE's request identify all of its' Clients to 907 NETWORK SERVICE.
Licensee must purchase all Routers from 907 NETWORK SERVICE. Licensee may in turn resell or rent such Routers to Clients for the sole purpose of enabling Clients to offer the 907 NETWORK SERVICE Wi-Fi Service to End Users, provided that such resale or lease will be on the applicable terms and conditions set forth in the Client License Agreement.
Licensee shall administer the marketing and promotional activities for Client, including customizing the Landing Page to incorporate Client Content, as applicable.
Licensee 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 907 NETWORK SERVICE Control Panel; (ii) modify, merge, alter, copy, or otherwise reproduce or tamper with the 907 NETWORK SERVICE Control Panel or any components of the 907 NETWORK SERVICE Wi-Fi Service, or produce or create any derivative works of the 907 NETWORK SERVICE Control Panel; (iii) rent, share, lend or operate the 907 NETWORK SERVICE Control Panel on a time share or service bureau basis, or offer any services that would compete with or replace the 907 NETWORK SERVICE Wi-Fi Service, (iv) use or access the 907 NETWORK SERVICE Control Panel or 907 NETWORK SERVICE Site 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 907 NETWORK SERVICE Control Panel, the 907 NETWORK SERVICE Site, or any components of the 907 NETWORK SERVICE Wi-Fi Service; or (v) otherwise use the 907 NETWORK SERVICE Control Panel, 907 NETWORK SERVICE Site, or the 907 NETWORK SERVICE 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. Licensee is responsible for all Licensee Content, whether posted on the Landing Page, used in the Marketing Templates, or otherwise. 907 NETWORK SERVICE does not pre-screen Licensee Content, but 907 NETWORK SERVICE has the right (but not the obligation) in its sole discretion to refuse or remove any Licensee Content.
Licensee shall provide support services to Client in respect of the operation and functioning of the 907 NETWORK SERVICE Wi-Fi Service (and the components thereof). To the extent Licensee cannot resolve the particular issue affecting the 907 NETWORK SERVICE Wi-Fi Service, Licensee may contact 907 NETWORK SERVICE for assistance as contemplated in Section 2.8 .
Licensee will provided training to Clients as required to enable them to offer the 907 NETWORK SERVICE Wi-Fi Service at the Client Location.
907 NETWORK SERVICE may provide Licensee with a password to access and use the 907 NETWORK SERVICE Site and the 907 NETWORK SERVICE Control Panel. Licensee is responsible for maintaining the confidentiality of Licensee's password, and is responsible for all activities that occur under Licensee's password. Licensee agrees to immediately notify 907 NETWORK SERVICE of any unauthorized use of Licensee'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. 907 NETWORK SERVICE reserves the right to revoke Licensee's access to and use of the 907 NETWORK SERVICE Site and the 907 NETWORK SERVICE Control Panel, at its sole option and discretion and without notice to Licensee, if any misuse or foul play occurs or is suspected in respect thereof. 907 NETWORK SERVICE will not be liable for any loss or damage arising from Licensee's failure to provide 907 NETWORK SERVICE with accurate information or to keep Licensee's password secure.
OWNERSHIP OF INTELLECTUAL PROPERTY
907 NETWORK SERVICE Background Technology .
As between the parties, 907 NETWORK SERVICE owns and shall continue to own all right, title and interest including intellectual property and proprietary rights in and to the 907 NETWORK SERVICE Technology. In addition to the rights granted to the 907 NETWORK SERVICE Control Panel in Section 2.2 , to the extent required to enable Licensee to provide the 907 NETWORK SERVICE Wi-Fi Service offering and related service to Clients, 907 NETWORK SERVICE hereby grants to Licensee a non-exclusive, limited license during the Term to use, install, load, access, view, store, display, produce, reproduce, and communicate to the public the 907 NETWORK SERVICE Technology.
Licensee Content . As between the parties, Licensee owns and shall continue to own all right, title and interest including intellectual property and proprietary rights in and to the Licensee Content. Licensee hereby grants to 907 NETWORK SERVICE a non-exclusive, limited license during the Term to use the Licensee Content solely for the purposes of providing the Services under this Agreement. Licensee 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 Licensee Content.
907 NETWORK SERVICE's compensation for services and equipment rendered to Licensee pursuant to this Agreement shall be determined in accordance with the fees and pay schedule set out in Exhibit 1 hereto. 907 NETWORK SERVICE may change the fees and pay schedule set out in Exhibit 1 hereto as contemplated at Section 11.7 .
Licensee hereby authorizes 907 NETWORK SERVICE to draw monthly automatic recurring payments from Visa or MasterCard, covering the initial setup fee, all monthly dues and all other applicable payments to Licensee's service and equipment as stated in a monthly invoice that shall be e-mailed by 907 NETWORK SERVICE. Licensee shall pay this invoice via an automated electronic transaction.
The fees will renew automatically on a month-to-month basis, and monthly recurring payments, where applicable, will continue until notice of cancellation is received.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Licensee shall be responsible for payment of all such taxes, levies, or duties.
907 NETWORK SERVICE reserves the right to revoke access to services if Licensee's balance is overdue or invoices are not paid in full. At a minimum, 907 NETWORK SERVICE will give 7 days' notice to Licensee before terminating this Agreement.
If for whatever reason, Licensee defaults on payment or its invoices are not paid in full Licensee hereby authorizes 907 NETWORK SERVICE or its assignee to collect the outstanding monies, plus service charges and interest, in any method available to 907 NETWORK SERVICE. Licensee shall indemnify 907 NETWORK SERVICE for all collection or legal fees incurred by 907 NETWORK SERVICE in order to satisfy Licensee'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.
Licensee shall be responsible for expenses resulting in the business operations and/or incurred by Licensee.
DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITY
EXCEPT TO THE EXTENT NOT ALLOWED BY APPLICABLE LAW, 907 NETWORK SERVICE HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE 907 NETWORK SERVICE SITE, THE 907 NETWORK SERVICE 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, 907 NETWORK SERVICE DOES NOT WARRANT THAT (A) THE SERVICES WILL MEET LICENSEES 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 ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS.
IN NO EVENT SHALL 907 NETWORK SERVICE BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, 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 907 NETWORK SERVICE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED AT LAW, 907 NETWORK SERVICE'S LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF MONEY PAID TO 907 NETWORK SERVICE BY LICENSEE UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
Licensee shall indemnify and hold 907 NETWORK SERVICE 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 3.5 or use of the 907 NETWORK SERVICE 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 Licensee 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.
Restriction on Use of Confidential Information . Licensee acknowledges that in connection with this Agreement it may have access to proprietary information of 907 NETWORK SERVICE, 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"). Licensee acknowledges that the disclosure of Confidential Information in any manner would be highly detrimental to the interest of 907 NETWORK SERVICE. Licensee agrees that the right to maintain such Confidential Information constitutes a proprietary right, which 907 NETWORK SERVICE is entitled to protect. Accordingly, Licensee 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. Licensee shall not use any Confidential Information of 907 NETWORK SERVICE except as may be necessary to perform its obligations under this Agreement.
Disclosures Required by Law . Licensee 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) 907 NETWORK SERVICE is notified in writing prior to disclosure of the information, and (b) Licensee assists 907 NETWORK SERVICE, at 907 NETWORK SERVICE's expense, in any attempt by the other to limit or prevent the disclosure of the Confidential Information.
Remedies Upon Breach . Licensee agrees that 907 NETWORK SERVICE shall have no adequate remedy at law if there is a breach or threatened breach of this Article 8 and, accordingly, that 907 NETWORK SERVICE 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 907 NETWORK SERVICE, the Licensee shall (a) at its own expense, (i) promptly return to 907 NETWORK SERVICE all information that is in tangible form (and all copies thereof) that is the property of 907 NETWORK SERVICE (including pursuant to this Agreement) or that contains any Confidential Information (collectively, the "Material Information"), or (ii) upon written request from 907 NETWORK SERVICE, destroy such Material Information and provide 907 NETWORK SERVICE 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 907 NETWORK SERVICE is, and will remain, the property of 907 NETWORK SERVICE. Licensee obtains no right, title, interest or license in or to any of the Confidential Information of 907 NETWORK SERVICE except for the rights expressly set forth in this Agreement.
Licensee shall comply with all Applicable Privacy Laws when using the Services. Without limiting the foregoing, Licensee 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.
907 NETWORK SERVICE reserves the right to audit Licensee's use of the 907 NETWORK SERVICE Control Panel, including access logs and activities.
TERM and TERMINATION
Term . This Agreement will commence on the Effective Date and shall continue on a monthly basis (the "Term") unless it is terminated earlier in accordance with this Article 9 .
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.
Assignment . 907 NETWORK SERVICE may assign any of its rights or obligations under this Agreement, without the prior express written consent of Licensee.
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 . Licensee and 907 NETWORK SERVICE 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 venturers between Licensee and 907 NETWORK SERVICE. 907 NETWORK SERVICE shall have no right or authority, and shall not attempt to enter into any contract, commitment or agreement, otherwise bind Licensee or incur any debt or liability of any nature in the name of or on behalf of Licensee.
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 . 907 NETWORK SERVICE may change the terms and conditions or pricing under this Agreement at any time by posting the changes to www.907 NETWORK SERVICE.io. 907 NETWORK SERVICE will use reasonable efforts to notify Licensee, 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, Licensee accepts responsibility for being fully informed of the changes posted to www.907 NETWORK SERVICE.io. If 907 NETWORK SERVICE makes changes that are not acceptable to Licensee, Licensee may terminate the Agreement without charge by giving written notice of cancellation to 907 NETWORK SERVICE within forty-five (45) days after the date the unacceptable change was posted. If Licensee does not give written notice to 907 NETWORK SERVICE of such termination within such forty-five (45) day period, Licensee shall be deemed to have accepted the change, effective on the date of its posting. Licensee may not change this Agreement. No statement or representation (oral or written) of any sales agent, distributor, representative or employee of 907 NETWORK SERVICE made to Licensee can change this Agreement.
Force Majeure . 907 NETWORK SERVICE will not be liable for any delay or failure to perform our obligations if such delay or nonperformance 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 Alaska, USA.