Cloud4Wi API: Terms of Use

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Last Updated: June 3, 2015

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE

These Terms of Use (“Terms”) form a legally binding agreement between you or the entity that you represent (“Company” or “you”) and Cloud4Wi Inc. located at 363 Clementina Street, San Francisco, 94103, California, USA (“Cloud4Wi”, “ us” or “we”) for the use of our proprietary Cloud4Wi API Beta Service (“Service”).

By clicking on "I AGREE” (“I AGREE”) on the Cloud4Wi Platform when getting access to APIs for the first time, you represent that you have read, understood, and agree to be bound by there Terms and to use the Service in compliance with these Terms. The Effective Date of these Terms is the date that you click on "I AGREE".

If you do not agree to these Terms, please do not click “I AGREE” but “I REJECT” and you are not permitted to access or use the Service.

1. DEFINITIONS

For purposes of these Terms, the following terms have the corresponding definitions listed below:

1.1 “Additional Terms” means the End Customer Agreement that is applicable to the Cloud4Wi Platform.

1.2 “API Information” means the standard applications programming interface (“API”) information generally provided by Cloud4Wi to users of the Service that specifies the requirements for interfacing to (e.g. invoking or directing the functions of) the Service or software included in the Service. API Information does not include any implementation of such interface information, any development materials or any other Cloud4Wi Services.

1.3 “Application” means a software application or website that uses the Service to obtain and display Content in conjunction with Your Content, according to these Terms.

1.4 “Authorized Users” means your individual employees, consultants, contractors, and agents who access and use the Service on your or your Company’s behalf and for whose compliance with these Terms you are responsible.

1.5 "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of: (i) each party, respectively, as secured by such party from time to time; and (ii) additionally, for Cloud4Wi Brand Features, the distinctive brand features of certain third parties.

1.6 “Claim” means any legal claim, suit or proceeding.

1.7 “Confidential Information” means, collectively, any information: (a) designated as confidential orally or in writing by Cloud4Wi; (b) related to Cloud4Wi’s business or operations; or (c) received by you by virtue of your relationship with Cloud4Wi including, but not limited to, customer information, product plans, product designs, product costs, product prices, product names, finances, marketing plans, business opportunities, personnel, research, development, customer data, or know-how.

1.8 "Content" means any data and information made available by Cloud4Wi for use with the Service.

1.9 “End User” means your customers and/or other users who will be using your Application.

1.10 “Personal Information” means the information that specifically identifies an individual.

1.11 “Platform” means the proprietary cloud-based open Wi-Fi engagement platform, accessible via web and mobile applications, which enhances Guest Wi-Fi access at venues.

1.12 “Term” means the length of time the Terms are in force.

1.13 “Terms” means the terms and conditions in these “Terms of Service,” including any documents incorporated by reference.

1.14 "Your Content" means any content that you provide in your Application, including data, images, video, or computer programs (including, without limitation, any modules and components, functions and features of a computer program). Your Content does not include the Content.

2. SERVICE

2.1 The Service is a collection of web services and SaaS application APIs that allows you to develop cloud-based applications, integrate your applications with the Platform or build applications that integrate with the Platform.

2.2 The Service is being offered as a beta service, and is expressly for non-commercial use.

2.3 Cloud4Wi may impose or adjust the limit on the number of transactions you may send or receive through the Service, including rate limits (number of transactions per second) and usage limits (number of transactions per hour or day). Such fixed upper limits may be set by Cloud4Wi at any time, at Cloud4Wi’s discretion.

2.4 Cloud4Wi may, at its sole discretion, choose to offer the Service as a commercial service in the future, but is under no obligation to do so.

2.5 Cloud4Wi may limit the availability of the Service to any geographical area(s) and/or any language(s)

2.6 Cloud4Wi may make backwards-incompatible changes to the Service.

2.7 You agree to use the Service only for purposes: a) that are permitted by the Terms; b) that are permitted by any applicable third party contract, law or regulation in the relevant jurisdictions; and, c) that comply with all applicable policies or guidelines, if any, made available by Cloud4Wi.

2.8 Your Application must add significant value to the Service, and not merely be an offering of any part of the Service or Content in an API to others, nor a reimplementation or duplication of the Content. Furthermore, your Application must be used in connection with the Platform.

2.9 Your Application must be generally accessible to End Users without change and must not require a fee-based subscription or other fee-based restricted access. This rules applies to Your Content and any other content in your Application.

3. LICENSE S GRANTED FROM CLOUD4WI TO YOU

3.1 Subjects to these Terms, Cloud4Wi gives you a limited, non-transferable, non-assignable, non-sublicensable, revocable and non-exclusive license during the Terms to: a) use and access the Service solely for the purpose of developing, testing, integrating, operating and supporting your Application in the manner permitted by the Terms; b) access, use, publicly perform and publicly display within your Application the portions of the Content placed by Cloud4Wi within the Service, in unmodified form; c) reproduce and modify or make a derivative work of certain designated sample code for the purposes of developing the Application that interfaces with the Content; and d) distribute such sample code to your End User solely as embedded in and constituting an integrated part of your Application for the purposes of complementing and enhancing the Content, unless otherwise specifically prohibited by the licenses for certain software development tools, utilities and kits; and e) use Cloud4Wi’s Brand Feature solely for your marketing or promotional materials for your Application in the manner permitted by the Terms.

3.2 Except as explicitly permitted in these Terms, you must not (nor permit anyone else to): a) license, sublicense, sell, resell, transfer, assign, rent, loan, lease, distribute or otherwise commercially exploit or make available or otherwise transfer to any third party the Service or any other rights granted in these Terms in any way, or use the Service a s a service bureau; b) copy, modify, translate, adapt, arrange, make derivate works of or publicly display the Service or any Content or any part thereof except as expressly permitted herein; c) reverse engineer or access the Service for the purpose of (i) building a competitive product or service, (ii) building a product using similar ideas, features, functions or graphics of the Service or the Content, or (iii) copying any ideas, features, functions or graphics of the Service or the Content; d) decompile, disassemble or otherwise reverse engineer the Service, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Service; e) take any action that Cloud4Wi determines imposes an unreasonably or disproportionately large burden on Cloud4Wi's (or its designated third parties') infrastructure, including the Service; and f) attempt to (i) remove, defeat or circumvent any license manager technology or copy protection device provided with the Service or (ii) bypass or delete any functionality or technical limitations of the Service that prevent or inhibit the unauthorized copying or use of the Service.

 

4. LICENSES GRANTED TO YOU FROM CLOUD4WI

4.1 You grant to Cloud4Wi the use your name and logo as part of a customer list on our website or in connection with our other customer listings.

4.2 You grant to Cloud4Wi a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate any suggestions, feedback, improvement requests or other recommendations you and/or your Authorized Users and/or your End Users provide, relating to the Service.

4.3 Your authority to grant licenses. You represent and warrant to Cloud4Wi that you have all the rights, power and authority necessary to grant the above licenses.

 

5. RULES FOR USING CLOUD4WI BRAND FEATURES

5.1 Your use of the Cloud4Wi Brand Features in any promotion or advertising, if any, shall be approved by Cloud4Wi. You will provide copies of all marketing and promotional materials that use the Cloud4Wi Brand Features for Cloud4Wi’s review. If Cloud4Wi, in its sole discretion, determines that your use of the Cloud4Wi Brand Features is not in compliance with these Terms, you will promptly change or stop using the materials as directed by Cloud4Wi.

5.2 In using Cloud4Wi Brand Features, you will not: (i) display an Cloud4Wi Brand Feature in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Cloud4Wi, other than your use of the Service, or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the view or opinions of Cloud4Wi or Cloud4Wi personnel; (ii) display an Cloud4Wi Brand Feature in your Application or on your website if your Application or website contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under 21 years of age; (iii) display an Cloud4Wi Brand Feature as the most prominent element in your Application or on any page of your website; (iv) display an Cloud4Wi Brand Feature in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Cloud4Wi (or as to Cloud4Wi’s products and/or services); (v) display an Cloud4Wi Brand Feature in your Application or on any website that violates any law or regulation; (vi) remove, distort or alter any element of an Cloud4Wi Brand Feature.

5.3 Except as set forth in the Section 5.1, nothing in the Terms will grant or will be deemed to grant you any right, title or interest in or to Cloud4Wi Brand Features. All use by you of the Cloud4Wi Brand Features will insure to the benefit of Cloud4Wi. To the maximum extent permitted by applicable law, at any time during or after the Term you will not: (i) challenge, contest or oppose, nor assist others to challenge, contest or oppose Cloud4Wi’s ownership of the Cloud4Wi Brand Features or their registration Cloud4Wi; (ii) attempt to register any Cloud4Wi Brand Features (including domain names) that are confusingly similar to those of Cloud4Wi in any way (including but not limited to sound, appearance and spelling); or (iii) misappropriate the Cloud4Wi Brand Features for your or any third party’s use.

6. END USER AGREEMENT AND YOUR PRIVACY POLICY

6.1 You must enter into a legally binding agreement with your End Users for your Application that explicitly states that, by using your Application, your End Users are: (i) agreeing to be bound by (1) Cloud4Wi’s API Beta Terms of Use and (2) Cloud4Wi’s Privacy Policy; and (ii) solely responsible for any data that the End User inputs in its use of your Application. Your agreement will display to your End Users the link to Cloud4Wi API Beta Terms of Use (located at support.cloud4wi.com/api-terms-of-use) and Cloud4Wi’s Privacy Policy (located at support.cloud4wi.com/privacy and as such Privacy Statement may be modified from time to time);

6.2 You must explicitly state in your Application’s agreement that: (i) to the maximum extent permitted by law, Cloud4Wi provides the Platform and Content “as is” with all faults, and disclaims all warranties and conditions, either express, implied or statutory including but not limited to any implied warranties or conditions of merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses or results, lack of negligence, title, quiet enjoyment, quiet possession, correspondence to description or non-infringement, with regard to the Platform and Content; (ii) the entire risk as to the quality of or arising out of use or performance of the Content and the Platform remains with you, as creator of the Application, and the End User as user of your Application; (iii) your End Users retain copyright and any other rights they already hold in the content and data they use in relation to your Application, and that they are responsible for the content, data, and other materials that they upload, post, email or otherwise transmit in using your Application; (iv) Cloud4Wi does not warrant that the operation of the Platform or Content will be uninterrupted or error free. Further, your agreement must explicitly state that: (1) by submitting, posting or displaying their content and/or data through your Application, your End Users give Cloud4Wi a perpetual, irrevocable, worldwide, royalty-free and non-exclusive license during the Term to reproduce, adapt, modify, translate, publicly perform, publicly display and distribute their content and/or data through the Service for the sole purpose of enabling Cloud4Wi to provide you with the Service in accordance with the Terms and (2) your End Users grant to Cloud4Wi a worldwide, royalty-free, non-transferable, and non-exclusive license during the Term to use their brand features and their content to publicize or advertise that you are using the Service (for example, by using their marks in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to their website), or by creating marketing or advertising materials that show screenshots of the Service in which their content is featured).

6.3 You must protect the privacy and legal rights of your End Users: (i) you must make publicly available, and must abide by, an appropriate privacy policy in relation to your Application. In particular, if your Application enables you or any party to gain access to information about End Users of your Application, including but not limited to personally identifiable information (such as user names), your privacy policy must describe your use and retention of this information. Without limiting the foregoing, you will ensure that you have provided adequate notice to and obtained consents from your End Users, to the extent necessary, to provide personal data to be transferred to, collected, stored, used and otherwise processed by Cloud4Wi and its service providers; and (ii) your privacy policy must notify End Users that you are using the Service and incorporate by reference the Cloud4Wi Privacy Policy by including a link to the Cloud4Wi Privacy Policy (located at support.cloud4wi.com/privacy and as such Privacy Statement may be modified from time to time).

7. ENFORCEMENT

7.1 Cloud4Wi has the sole right (but no obligation) and discretion to monitor your usage of the Service to verify compliance with the Terms. If Cloud4Wi requires additional reporting mechanisms, Cloud4Wi will notify you as such per Section 17.

7.2 Cloud4Wi can take enforcement action against you if Cloud4Wi determines in its sole judgment that you and/or your Authorized User and/or your Application violate the Terms. Enforcement action can include: a) disabling or restricting your and your Application’s access to the Service or the Platform; b) terminating some or all of our agreements with you; or c) any other action as Cloud4Wi in its sole discretion deems appropriate.

8. TERM AND TERMINATION

8.1 These Terms will be effective on the Effective Date and these Terms will extend from the Effective Date until these Terms are terminated or expire as described in this Section.

8.2 Cloud4Wi can terminate these Terms and/or discontinue the Service or any portion or feature for any reason and at any time without liability or other obligations to you.

8.3 You may terminate these Terms by removing the Cloud4Wi API Beta code from your Application and discontinuing your use of the Service at any time. You do not need to specifically inform Cloud4Wi when you stop the Service.

8.4 Unless terminated earlier as permitted by the Terms, these Terms will automatically terminate one (1) year from the Effective Date.

8.5 Upon the termination of these Terms for any reason, you and your Authorized User must immediately cease using the Service. Those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to Sections 9, 10, 12, 13, 14, 18, 19, 20, and 23.

9. INTELLECTUAL PROPERTY

9.1 You acknowledge and agree that Cloud4Wi and its licensors own all right, title, and interest (including, without limitation, patents, copyrights, trademarks, trade secrets, and all other intellectual property rights) in and to the Service, API Information, development materials, Cloud4Wi API documentation, Cloud4Wi Brand Features, sample data sets, sample models or other Content and any information, data or materials provided or used in connection with, or generated by, the Service (excluding Your Content as defined below).

9.2 You acknowledge and agree that any API Information (unless otherwise specified by Cloud4Wi in Additional Terms associated with such API Information or any related development materials): (a) is confidential and proprietary to Cloud4Wi; (b) may not be distributed, disclosed or otherwise provided to third parties; and (c) may be used only internally and only in conjunction with and for your own authorized internal use of the Service to which the API Information relates, such as the development and support of your Application.

9.3 Subject to Cloud4Wi’s and its licensors’ ownership of the Service and the Content, as between you and Cloud4Wi, you own or have the appropriate rights to Your Content and your Application. Cloud4Wi claims no ownership over Your Content or your Application, and you retain copyright and any other rights you already hold in Your Content. You, and not Cloud4Wi, are responsible for Your Content and other materials that you and/or your Authorized Users upload, post, email or otherwise transmit in using the Service and your Application. You acknowledge and agree that: (a) you have the requisite rights to submit, develop and use Your Content and your Application in connection with the Service; (b) Your Content and your Application do not infringe or misappropriate any intellectual property or proprietary right of any third party or violation any applicable laws, rules or regulations; and (c) Your Content and your Application are not subject to any restrictions on disclosure, transfer, download, export or re-export under any applicable law, rule or regulation.

 

10. INDEMNIFICATION

The Company shall, at its sole expense and to the fullest extent permitted by law, indemnify, defend (at Cloud4Wi's request), and hold Cloud4Wi, its affiliates, and their employees, officers, directors, successors, assigns, agents, and customers harmless against any and all losses, liabilities, expenses (including reasonable attorneys' fees) suffered or incurred by Cloud4Wi by reason of any Claim arising out of or in connection with: (a) its Application or Content, including, without limitation, any assertion that its Content or its Application or the use of either or both may infringe any copyright, trademark, or other intellectual property or other rights of any individual or entity, or are a misappropriation of any individual or entity's trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials or that use thereof caused death or bodily injury or damage to the real or tangible property of any third party; (b) any breach of or failure by the Company or its Authorized Users to comply with the Terms (including, without limitation, any policies and Additional Terms); or (c) use of the Service by the Company and/or its Authorized Users and/or anyone who accesses the Service through the Company (whether or not such access is authorized by the Company or by Cloud4Wi). If requested by Cloud4Wi to defend a Claim, the Company will not agree to any settlement without the prior written consent of Cloud4Wi, and Cloud4Wi shall have the right to participate, at its own expense, in the defense of any Claim with counsel of its own choosing.

11. WARRANTIES

Each party hereby represents and warrants to the other that it has all necessary corporate power and authority to perform its obligations under these Terms and to consummate the transactions contemplated hereby. These Terms constitute legal, valid, and binding obligations of the warranting party enforceable against the non-warranting party in accordance with its terms.

12. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". CLOUD4WI MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. CLOUD4WI DOES NOT WARRANT THAT ANY USE OF OR ACCESS TO THE SERVICE WILL BE ERROR-FREE, COMPLETE, SECURE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT OPERATION OR AVAILABILITY WILL BE UNINTERRUPTED; OR THAT ERRORS OR FAILURES WILL BE CORRECTED OR REMEDIED; AND CLOUD4WI HEREBY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION THEREWITH. CLOUD4WI DOES NOT WARRANT THAT THE SERVICE WILL PERFORM IN ANY PARTICULAR MANNER AND HEREBY DISCLAIM LIABILITY FOR NEGLIGENCE AND GROSS NEGLIGENCE. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND CLOUD4WI ASSUMES NO RESPONSIBILITY AND WILL HAVE NO LIABILITY OF ANY KIND FOR) (A) THE DECISIONS THAT YOU MAY MAKE REGARDING THE SERVICE, (B) USE OF THE SERVICE INCLUDING ANY CONTENT, DATA, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU IN CONNECTION WITH THE SERVICE, OR (C) ANY EFFECTS ON YOUR BUSINESS THAT MAY RESULT FROM SUCH USE. CLOUD4WI MAKES NO WARRANTIES TO ANY THIRD PARTY. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE IN CONNECTION WITH THE SERVICE INCLUDING ANY CONTENT, DATA, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU IN CONNECTION WITH THE SERVICE, INCLUDING, WITHOUT LIMITATION, TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. CLOUD4WI DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS OR WILL BE APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION AND YOU ACKNOWLEDGE AND AGREE THAT CLOUD4WI MAY LIMIT THE SERVICE’S AVAILABILITY, IN WHOLE OR IN PART, TO ANY GEOGRAPHIC AREA, JURISDICTION OR LANGUAGE THAT CLOUD4WI CHOOSES, AT ANY TIME, IN CLOUD4WI 'S SOLE DISCRETION. YOU EXPRESSLY ACKNOWLEDGE THAT THIS IS A BETA SERVICE AND HAS NOT BEEN FULLY TESTED AND MAY CONTAIN DEFECTS OR DEFICIENCIES WHICH MAY NOT OR WILL NOT BE CORRECTED BY CLOUD4WI, THAT THIS BETA SERVICE MAY UNDERGO SIGNIFICANT CHANGES PRIOR TO RELEASE OF THE CORRESPONDING GENERALLY AVAILABLE FINAL VERSION, IF ANY, AND THAT THE GENERALLY AVAILABLE FINAL VERSION, IF ANY, MAY NOT CONTAIN CERTAIN FEATURES OR FUNCTIONALITY THAT ARE CONTAINED IN THE VERSION OF THE BETA SERVICE MADE AVAILABLE TO YOU. NOTWITHSTANDING THE FOREGOING, CLOUD4WI SHALL HAVE NO OBLIGATION TO MAKE AVAILABLE ANY SERVICE BASED ON THIS BETA SERVICE OR CONFIDENTIAL INFORMATION PROVIDED HEREUNDER. THIS SECTION WILL BE ENFORCEABLE TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. NO INFORMATION OR ADVICE (WHETHER WRITTEN, ORAL OR OTHERWISE) PROVIDED BY CLOUD4WI OR ITS REPRESENTATIVES WILL CREATE ANY WARRANTY OR IN ANY WAY AFFECT THE DISCLAIMERS OF WARRANTIES OR LIMITATIONS OF LIABILITY EXPRESSLY PROVIDED IN THE TERMS.

13. LIMITATION OF LIABILITY

IN NO EVENT WILL CLOUD4WI BE LIABLE HEREUNDER FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER (HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE), INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER COVER, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, NOR CLOUD4WI BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM A FORCE MAJEURE EVENT OR AN ACT OF A THIRD PARTY OR THROUGH NO FAULT ON THEIR RESPECTIVE BEHALVES. You agree that you are solely responsible for (and that Cloud4Wi has no responsibility to you or to any third party for) any breach of your and/or your Authorized Users’ and/or your End Users’ obligations under these Terms and for the consequences of any such breach (including any loss or damage that Cloud4Wi may suffer).

14. CONFIDENTIALITY

Except as described in Section 4.1, any and all information provided directly or indirectly by one party (the “Disclosing Party”) to the other party (the "Receiving Party"), including, but not limited to, any software, hardware, inventions, processes, designs, drawings, specifications, blueprints, technical information, know-how, trade secrets, product, marketing, business, or financial information related to the Disclosing Party (collectively, "Confidential Information"), will be kept confidential by the Receiving Party and may not be used, communicated, disclosed, or divulged, except as necessary in the performance of the Receiving Party’s obligations under these Terms or otherwise in connection with the deployment, operation, and maintenance of the Service. The Receiving Party agrees to limit access to the Confidential Information to those of its employees or contractors as are reasonably required for the purpose of performing the Receiving Party’s obligations under these Terms or otherwise in connection with the deployment, operation, and maintenance of the Service. Prior to disclosing any Confidential Information to any of its employees or contractors, the Receiving Party will obtain from each such employee or contractor an agreement substantially as protective of the Disclosing Party’s Confidential Information as the provisions hereof and each employee or contractor agrees not to use such information except in the performance of obligations hereunder. Notwithstanding the foregoing, Confidential Information does not include any information that the Receiving Party can verify based on its written records was (a) already lawfully in the Receiving Party's possession without confidentiality obligations prior to receiving it from the Disclosing Party, (b) independently received from a third party without an accompanying duty of confidentiality and without breach of such third party\’s obligations of confidentiality, (c) becomes available in the public domain through no action or inaction of the Receiving Party, or (d) developed independently by the Receiving Party without use of or reference to Disclosing Party’s Confidential Information. If Receiving Party becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, Receiving Party will provide Disclosing Party prompt written notice, if legally permissible, and will use its best efforts to assist Disclosing Party in seeking a protective order or another appropriate remedy.

15. PRIVACY AND DATA PROTECTION

15.1 You understand and agree that by using the Service, you consent to the collection, use, processing, and storage of your Personal Information, including cross-border transfers as described in the Privacy Policy.

15.2 You acknowledge and agree that you are responsible for compliance with all applicable privacy and data protection laws related to Personal Information provided to Cloud4Wi in connection with use of the Service by you or your Authorized Users, including any applicable requirements related to notice, consent, transfer (including cross-border transfer), disclosure, and use of Personal Information in connection with the Service, including as described in the Privacy Policy. Without limiting the foregoing, you will ensure that you have obtained consents, to the extent necessary, to provide Personal Information to be transferred to, collected, stored, used and otherwise processed by Cloud4Wi and its service providers, and that any individual who accesses or uses the Service has been made aware of the Privacy Policy.

15.3 You acknowledge that Cloud4Wi may use third-party service providers in connection with the Service, including without limitation the use of cloud computing service providers which may transmit, maintain and store Your Content and data using third-party computers and equipment in locations around the globe. You acknowledge that any data storage functionality associated with the Service is not intended for the storage of Sensitive Personal Information. You agree not to upload or otherwise submit any Sensitive Personal Information in connection with the Service and further agree that Cloud4Wi Parties will have no responsibility or liability with respect to any such Sensitive Personal Information that is processed, transmitted, disclosed, or stored in connection with the Service.

15.4 You must publicly post and make easily accessible your privacy policy, which clearly explains what data you are collecting and how you will use that data. You will abide by your privacy policy and will comply with all applicable laws relating to the collection of information from visitors to your Application in accordance with the specific requirements of Section 6.

16. CONSENT TO ELECTRONIC COMMUNICATIONS; NOTICE.

By using the Service, you consent to receiving electronic communications from us. These communications may include notices about your account and information concerning or related to the Service. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. Any notice that you provide to us under these Terms will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to Cloud4Wi at the address set forth above and with the appropriate postage affixed.

17. AMENDMENTS TO THESE TERMS

We may periodically make changes to these Terms. It is your responsibility to review the most recent version of these Terms frequently and remain informed of any changes to it. You agree that your continued use of the Service after such changes have been published to our website at support.cloud4wi.com/api-terms-of-use will constitute your acceptance of such revised Terms. For any material modifications to these Terms, such modifications will automatically be effective 30 days after they are initially posted on or through our website. In the event that such modifications materially alter your rights or obligations hereunder, such modifications will become effective upon the earlier of (i) your continued use of the Service with actual knowledge of such modifications, or (ii) 30 days from publication of such modifications on or through our website. If and when we release a commercial version of the Service, we will notify via email to you and you will be required to accept the new Terms before you can use the commercial version.

18. WAIVER

No failure or delay by you or by us to exercise any right under these Terms will constitute a waiver of that right.

19. SEVERABILITY

If any portion of these Terms is held invalid by a court of competent jurisdiction, then such portion will be deemed to be of no force or effect, and these Terms will be construed as if such portion had not been included herein. If the deletion of such provision materially impairs the commercial value of these Terms, then the Company and Cloud4Wi will attempt to renegotiate such provision in good faith.

20. INDEPENDENT CONTRACTORS

The Company and Cloud4Wi are independent contractors. Neither of you, nor Cloud4Wi, nor any of your or our respective employees, customers or agents, will be deemed to be the representative, agent, or employee of the other for any purpose whatsoever, and none of them have the right or authority to assume or create an obligation of any kind or nature, express or implied, on behalf of the other, or to accept service of any legal claims or notices addressed to or intended for the other.

21. ENTIRE AGREEMENT

These Terms in conjunction with the Additional Terms constitute the entire agreement between Cloud4Wi and the Company with respect to the subject matter of the entire agreement and supersede all prior agreements, understandings, and arrangements, oral or written, between Cloud4Wi and the Company. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter of the entire agreement have been made either by Cloud4Wi or the Company which is not expressly set forth in the entire agreement.

22. JURISDICTION AND LAW

These Terms will be governed by and construed in accordance with the laws of the state of California, USA. The Company and Cloud4Wi both agree to submit to the non-exclusive jurisdiction of the courts located in San Francisco, California.

23. MISCELLANEOUS

23.1 The headings used in these Terms are for convenience of reference only and do not affect the meaning or construction of these Terms.

23.2 The official language of these Terms is English. All contract interpretations, notices and dispute resolutions will be in English. Any attachments or amendments to these Terms will be in English. Translations of any of these documents will not be construed as official or original versions of such documents.

24. CONTACTS

If you have any questions or comments about these Terms, please contact Cloud4Wi using the following contact information:

Cloud4Wi Inc.
363 Clementina Street
San Francisco, 94103, California
United States of America

privacy@cloud4wi.com

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