Connecting-America License Agreement
(last revision: 9 December 2004)
BY CLICKING THE "LOGIN" BUTTON DISPLAYED AS PART OF THE Connecting-America™
LOGIN PROCESS, YOU AGREE TO THE FOLLOWING CONNECTING-AMERICA™ LICENSE TERMS AND
CONDITIONS (THE "AGREEMENT") GOVERNING ITS USE.
Welcome
As part of the Connecting-America Service, Connecting-America will provide you
with use of the Software, including a web-based browser interface and data
encryption, transmission, access and storage. Your registration for and/or use
of, the Software shall be deemed to be your agreement to abide by this Agreement
and any materials available on the Connecting-America website incorporated by
reference herein, including but not limited to Connecting-America's Standard
Terms and Conditions and Connecting-America’s privacy and security policies. We
may alter this Agreement or any incorporated materials at our discretion and
your continued login and/or use after any change indicates your acceptance of
those changes.
Whereas, you desire to utilize Connecting-America to manage your Hotspots and
related Services;
Whereas, Connecting-America will grant you a limited, non-exclusive license to
utilize Connecting-America and other related Services, subject to the terms and
conditions of this Agreement.
NOW, THEREFORE, for the good and valuable consideration set forth herein, the
parties agree and covenant as follows:
1. Description of Connecting-America Services
Connecting-America's (Wireless Broadband Operational Support System) is a
centralized web-based application platform that performs the arduous back-office
tasks necessary to manage and maintain public Internet access services for
Hotspots, such as subscriber management, provisioning, billing, AAA, transaction
processing, branding, reporting and network management. Connecting-America is a
multi-provider, neutral billing and public access management platform. Complete
descriptions for the services are provided in your Master Services Agreement.
The Software is offered in two editions:
- Connecting-America
Used in conjunction with “Pay For” Hot Spot Services
- Connecting-America Lite
Used in conjunction with “Free Access” Hot Spot Services
In addition, we offer a 30-day money-back guarantee on our Connecting-America
platform with no further obligation. Please see our website for feature
differences between the editions.
2. Definitions (Additional definitions are
contained in the Standard Terms and Conditions)
"Agreement" means this Agreement and any materials incorporated by
reference herein from the Connecting-America website, as this Agreement and such
materials may be updated by Connecting-America from time to time in its sole
discretion by posting the revised Agreement on materials on the
Connecting-America website, and with your continued login and/or usage of the
Software constituting acceptance of and agreement to the revision.
“Connecting-America Content” means any data, information or material
owned, licensed or provided by Connecting-America in the Software.
"Connecting-America Technology" means all of Connecting-America's
proprietary technology (including Software, hardware, products, processes,
algorithms, user interfaces, know-how, techniques, designs and other tangible or
intangible technical material or information) made available to you by
Connecting-America in providing the Software.
"Online Order Center" means Connecting-America's online application that
allows the WCC Administrator designated by you to, among other things, add
additional options to the Software.
"Provider Content" means any data, information or material provided or submitted
by you to the Software in the course of using the Software.
"User(s)" means your employees, representatives, consultants, contractors
or agents who are authorized to use the Software and have been supplied user
identifications and passwords by you (or by Connecting-America at your request).
“WCC” is the web-based interface application used to control and manage
the services and features. Connecting-America and the Connecting-America Roaming
Engine (hereafter “software”) owned and operated by Connecting-America Business
Development Company.
"WCC Administrator(s)" means those Users designated by you who are
authorized to administer the WCC and any optional Services using the Online
Order Center or by executing written or electronic Order Forms and to create
User accounts and otherwise administer your use of the Software.
3. Privacy & Security
Connecting-America’s privacy and security policies may be viewed at
http://www.Connecting-America.com/legal . Connecting-America reserves the
right to modify its privacy and security policies in its reasonable discretion
from time to time. Note that because the Service is a hosted, online
application, Connecting-America will occasionally notify all Users of important
announcements regarding the operation or features of the Service.
4. Connecting-America License and Terms and Conditions
of Use
The Connecting-America platform and Connecting-America Roaming Systems and
related documentation are software packages, which includes the
Connecting-America Control Center (“WCC”), which is the web-interface used to
control and manage Connecting-America and the Connecting-America Roaming System
(hereafter collectively, the “Software”). The Software is owned and operated by
Connecting-America (hereafter "we", "our" or "us"). "You" or "your" means a Hot
Spot provider that uses the software to manage Hot Spots including technical,
service plans, roaming plans end-user information and/or other associated data
necessary to manage your Hot Spot network.
The Software contains information, data, and other content (collectively
"Connecting-America Content") accessible by any Internet user with a WCC
Username and password which is assigned to you during the Connecting-America
registration process. All Connecting-America Content is owned by
Connecting-America (except for trademarks of other parties which appear in the
Connecting-America Content under a license from such other party (a
"Licensor")), and may be used only in accordance with this limited use license.
Connecting-America's software, related documentation and the Connecting-America
Content is protected by copyright pursuant to U.S. copyright laws, international
conventions, and other copyright laws.
You are hereby granted a non-exclusive, non-transferable license to use the Software, the Connecting-America Content, and the Connecting-America Trademarks for the term hereinafter provided, subject to the limitations, terms and conditions set forth in this Agreement. By clicking "I ACCEPT" and using the Software, you indicate that you are bound by this Agreement, the Connecting-America Standard Terms and Conditions and other policies incorporated by reference, and any associated agreements for optional Services provided by Connecting-America attached as an addendum to this Agreement (collectively, the “Agreement”). We may alter this Agreement at our discretion and your continued login and/or use after any change constitute your acceptance of that change.
5. Limited Use License
You are licensed to use the software only for your own use for management of
your Hot Spot network. You may download and/or modify Connecting-America Content
only as it relates to your Hot Spot network and not for the management of any
other Hot Spot Network. Downloading of the Connecting-America Content is to be
used for reporting and may not be used for any other purpose without written
consent from us. Resale or sub-licensing of the software is strictly prohibited.
On line or other republication of any Connecting-America Content is prohibited.
Violation of this License may result in immediate termination of this Agreement
and may result in legal action for injunction, damages or both. You may use the
software only while on-line and may not download, copy, reuse or distribute it.
6. Restrictions
All rights not expressly granted to you are reserved by Connecting-America and
its Licensors. You shall not (i) license, sublicense, sell, resell, transfer,
assign, distribute, encumber, rent, time-share, lease rights to or otherwise
commercially exploit or make available to any third party the Service or the
Connecting-America Content in any way; (ii) copy, manufacture, adopt, create
derivative works of, localize the Service or the Connecting-America Content, or
otherwise modify the software or any of Connecting-America's Content, or grant
anyone a license to engage in similar conduct; (iii) create Internet "links" to
the Service or "frame" or "mirror" any Connecting-America Content on any other
server or wireless or Internet-based device; (iv) reverse engineer, disassemble
or decompile, or otherwise attempt to derive the source code for, the software;
or (v) access the Service in order to (a) build a competitive product or service
or product or service that is substantially similar to the software or the
Service, (b) build a product using similar ideas, features, functions or
graphics of the Service, or (c) copy any ideas, features, functions or graphics
of the Service.
7. Provider Content and Customer Data
Portions of the Service will contain Content provided by you ("Provider
Content"). You are responsible for the accuracy of this Provider Content and
that it will not violate the property or other rights of other people or
organizations and shall abide by all local, state, national and foreign laws,
treaties and regulations in connection with your use of the Service. We are
sensitive to the copyright and other intellectual property rights of others. We
will not share Provider Content with others, except as you designate, or the
content related to end-user records ("End-User Content") which will be shared
with the related end-user, unless required by court action or subpoena as stated
in our privacy policy. Connecting-America does not own any data, information or
material that you submit to the Service in the course of using the Service
("Customer Data"). You, not Connecting-America, shall have sole responsibility
for the accuracy, quality, integrity, legality, reliability, appropriateness,
and intellectual property ownership or right to use of all Customer Data, and
Connecting-America shall not be responsible or liable for the deletion,
correction, destruction, damage, loss or failure to store any Customer Data. In
the event this Agreement is terminated (other than by reason of your breach),
Connecting-America will make available to you a file of the Customer Data within
30 days of termination if you so request at the time of termination.
Connecting-America reserves the right to withhold, remove and/or discard
Customer Data without notice to you for any breach, including, without
limitation, your non-payment. Upon termination for cause, your right to access
or use Customer Data immediately ceases, and Connecting-America shall have no
obligation to maintain or forward any Customer Data. We also reserve the right
to remove any Provider Content that comes to our attention and that we believe,
in our sole discretion, is illegal, obscene, indecent, defamatory, incites
racial or ethnic hatred or violates the rights of others.
8. Setup and Security
As part of the Provider on-line setup process, you selected a WCC Username and
password ("WCC Username"). You must provide Connecting-America with accurate,
complete, and updated registration information. Failure to do so will breach
this Agreement. You understand that you may not (i) select or use a name of
another person with the intent to impersonate that person; or (ii) use the
rights of any person other than yourself without authorization. You understand
that the Software and Connecting-America Content is owned and operated by
Connecting-America Wireless, Inc., incorporated in Ohio, USA. The Software is
operated in the United States of America and operated to be in compliance with
the laws of the United States. Access and use is governed by these terms and
conditions under the laws of the State of Ohio and the United States, including
but not limited to the PATRIOT Act. The software and the Provider Content is
stored and processed in the United States, and you, in accessing or using the
software, specifically consent to that storage and processing. You may access
the Provider Content at any time to confirm its correctness and to keep it
current in connection with your use of the Service. If you are using or
accessing the software from outside of the United States of America, you consent
to the storage and processing in the United States of the Provider Content and
Customer Data you submit, within the scope of our Privacy Policy and applicable
law. You may and should regularly review the Customer Data and Provider Content
for accuracy .
You shall notify us by regular mail or by e-mail at
support@Connecting-America.com
of any known or suspected unauthorized use(s) of your WCC Username, or any known
or suspected breach of security, including loss, theft, or unauthorized
disclosure of your WCC Username or other pertinent Provider Content. (b) You
will be responsible for maintaining the confidentiality of your WCC Username.
You will never be required to reveal your password to any representative or
agent of Connecting-America, its shareholders, officers, employees, or agents.
You must be 18 years or older to access or use the WCC.
You are responsible for all usage or activity on the
software via your WCC Username. Distribution of your password for access to
others is expressly prohibited and shall constitute a breach of this Agreement.
Any fraudulent, abusive, or otherwise illegal activity may be grounds for
termination of your access, at our sole discretion, and you may be referred to
appropriate law enforcement agencies.
9. Intellectual Property Ownership
Connecting-America alone (and its Licensors, where applicable) owns all right,
title and interest, including all related Intellectual Property Rights, in and
to the Connecting-America Technology, the Software, the Connecting-America
Content and the Service, and any suggestions, ideas, enhancement requests,
feedback, recommendations or other information provided by you or any other
party relating to the Service shall become and remain the sole and exclusive
property of Connecting-America. This Agreement is not a sale and does not convey
to you any rights of ownership in or related to the Service, the
Connecting-America Technology or the Intellectual Property Rights owned by
Connecting-America. The Connecting-America name, the Connecting-America logo,
and the product names associated with the Service are trademarks of
Connecting-America or the Licensors, and no right or license is granted to use
them unless otherwise specified.
10. Charges, Billing, and Payment of Fees
All provisions regarding charges for services and license fees, biling, and
payment of fees are governed by the Connecting-America Master Services
Agreement.
11. Term, Renewal and Termination
The Initial Term of this Agreement will be (2) two years unless another term is
selected by you during the online setup process. This Agreement commences on the
date you clicked on “I accept”. Upon the expiration of the Initial Term or by
adding additional locations, this Agreement will automatically renew for
successive renewal terms equal in duration to the Initial Term at
Connecting-America's then current fees. Either party may terminate this
Agreement effective only upon the expiration of the then current Term, by
notifying the other party in writing at least five (5) business days prior to
the date of the invoice for the following term. In the case of free trials,
notifications provided through WCC indicating the remaining number of days in
the free trial shall constitute notice of termination. In the event this
Agreement is terminated (other than by reason of your breach),
Connecting-America will make available to you a file of the Customer Data within
10 days of termination if you so request at the time of termination. You agree
and acknowledge that Connecting-America has no obligation to retain the Customer
Data, and may delete such Customer Data, more than 10 days after termination.
You are responsible for paying for all Service fees ordered for the entire
Service and License Term, whether or not such services are actively used. If you
elect to cancel services prior to the expiration of this Agreement, you must
notify us in writing. There will be an early termination fee of $500.00 or a
calculation of the prior month’s total charges times the number of month’s
remaining in your term, whichever is greater.
12. Termination for Cause
Any breach of your payment obligations or unauthorized use of the
Connecting-America platform, the Software, or any other Connecting-America
service, or the material breach of any other provision of this Agreement will be
deemed grounds for Termination for Cause. Connecting-America, in its sole
discretion, may terminate your password, account or use of the Software if you
breach or otherwise fail to comply with this Agreement. You agree and
acknowledge that Connecting-America has no obligation to retain the Customer
Data, and may delete such Customer Data, if you have materially breached this
Agreement, including but not limited to failure to pay outstanding fees, and
such breach has not been cured within 30 days of notice of such breach.
13. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to
enter into this Agreement. Connecting-America represents and warrants that it
will provide the Software will perform substantially in accordance with the
online Connecting-America help documentation under normal use and circumstances.
You represent and warrant that you have not falsely identified yourself nor
provided any false information to gain access to the Software and that your
billing information is correct.
14. Disclaimer of Warranties
Connecting-America AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR
GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH,
AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT.
Connecting-America AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE
USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR
OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B)
THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA
WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES,
INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE
WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE
CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE
ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS
PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS
AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY
DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY
Connecting-America AND ITS LICENSORS.
15. Local Laws and Export Control
This site provides services and uses software and technology that may be subject
to United States export controls administered by the U.S. Department of
Commerce, the United States Department of Treasury Office of Foreign Assets
Control, and other U.S. agencies and the export control regulations of the
European Union. The user of this site ("User") acknowledges and agrees that the
site shall not be used, and none of the underlying information, software, or
technology may be transferred or otherwise exported or re-exported to countries
as to which the United States and/or the European Union maintains an embargo
(collectively, "Embargoed Countries"), or to or by a national or resident
thereof, or any person or entity on the U.S. Department of Treasury's List of
Specially Designated Nationals or the U.S. Department of Commerce's Table of
Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed
Countries and Designated Nationals are subject to change without notice. By
using the Service, you represent and warrant that you are not located in, under
the control of, or a national or resident of an Embargoed Country or Designated
National. You agree to comply strictly with all U.S. and European Union export
laws and assume sole responsibility for obtaining licenses to export or
re-export as may be required.
This site may use encryption technology that is subject to licensing
requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts
730-774 and Council Regulation (EC) No. 1334/2000
Connecting-America and its licensors make no representation that the Service is
appropriate or available for use in other locations. If you use the Service from
outside the United States of America and/or the European Union, you are solely
responsible for compliance with all applicable laws, including without
limitation export and import regulations of other countries. Any diversion of
the Content contrary to United States or European Union (including European
Union Member States) law is prohibited. None of the Content, nor any information
acquired through the use of the Service, is or will be used for nuclear
activities, chemical or biological weapons, or missile projects, unless
specifically authorized by the United States government or appropriate European
body for such purposes.
16. Notice
Connecting-America may give notice by means of a general notice on the Service,
electronic mail to your e-mail address on record in Connecting-America's account
information, or by written communication sent by first class mail or pre-paid
post to your address on record in Connecting-America's account information. Such
notice shall be deemed to have been given upon the expiration of 48 hours after
mailing or posting (if sent by first class mail or pre-paid post) or 12 hours
after sending (if sent by email). You may give notice to Connecting-America
(such notice shall be deemed given when received by Connecting-America) at any
time by any of the following: letter sent by confirmed facsimile to
Connecting-America at the following fax number: +1 (801) 659-7046; letter
delivered by nationally recognized overnight delivery service or first class
postage prepaid mail to Connecting-America at the following addresses (whichever
is appropriate): Connecting-America, 1140 Kukila Street, Honolulu, HI
96818, to the attention of: Yon Herbert.
17. General
This Agreement incorporates by reference the Standard Terms and Conditions in
the form set forth on Connecting-America’s website
www.connecting-america.com ,
which may be amended from time to time by Connecting-America by posting a
revised version on its website, and the continued login and/or usage of the
Services thereafter constitute acceptance of the revised Standard Terms and
Conditions.
18. Acceptable Usage
The Provider’s End-User Service Agreements shall contain, or be substantially
similar to (subject to Connecting-America’s approval), the provisions and
specifications set forth in the Acceptable Use Policy located at
www.Connecting-America.com/legal and shall not contain provisions
inconsistent or in conflict therewith. Connecting-America shall notify Provider
with notice of revisions of its Acceptable Use Policy by posting the same at the
site, and Provider shall take steps immediately to modify its service agreements
with End-Users to reflect the revisions.
19. Questions or Additional Information
If you have questions regarding this Agreement or wish to obtain additional
information, please send an e-mail to
admin@connecting-america.com
©2006
Connecting-America. All rights reserved.