Terms of Service
Terms of Service
Our Terms of Service were updated on November 1, 2017.
RV PARK GUEST
By clicking “I Accept the Terms of Service” and then accessing the wireless network, you acknowledge that you’re of legal age, you have read and understood and agree to be bound by this agreement.
The wireless network service is provided by the property owners and is completely at their discretion. Your access to the network may be blocked, suspended, or terminated at any time for any reason.
You agree not to use the wireless network for any purpose that is unlawful and take full responsibility of your acts.
The wireless network is provided “as is” without warranties of any kind, either expressed or implied.
RV Park Owner, Officer or Manager
By clicking “I Accept the Terms of Service” and then accessing the wireless network, you acknowledge that you’re a legal representative of the Park with signing authority, you have read and understood and agree to be bound by this agreement.
GEV desires to provide, and Customer desires to obtain, certain Internet access products and services for use at Customer’s Properties, on the following terms:
“Acceptable Use Policy” means the GEV Acceptable Use Policy, currently found online at and as updated from time to time, and any other acceptable use policy or similar usage terms provided from time to time by any supplier of Services, including the ISP Service provider.
“Equipment” means the equipment and materials listed on the Service Schedule, together with any other equipment and materials included in the installation based on the final network plan approved by the parties.
“Guests” means campers, residents and visitors at the Property who use the Internet access services provided by GEV under this Agreement.
“Initial Service Period” means the date and time a Property Owner, Park officer or Manager has clicked “I Accept the Terms of Service”.
“ISP Service” means the provision of Internet service (transport circuit such as Fiber Optics) from a source outside the Property to an access point within the Property on the interior of a structure controlled by Customer. GEV does not provide ISP Service, and is not responsible for any issues related to the ISP Service, except that GEVt will procure and manage ISP Service on Customer’s behalf if and only if expressly agreed by the Parties in the Service Schedule.
“Property” and “Properties” means (respectively) each property and all properties, owned or managed by Customer, that are listed on the Service Schedule, and at which GEV is to provide Services hereunder.
“Property Owner” means, for any Property that is not owned by Customer, the actual owner of the Property.
“Service Period” means the Maintenance Period and each renewal term of this Agreement, collectively.
“Services” means the installation (if applicable), commissioning, ISP Service (if applicable), Internet access, network management, support and/other services listed herein and on the Service Schedule, together with the related services, provided by GEV under this Agreement.
DELIVERY OF EQUIPMENT AND SERVICES
2.1 GEV agrees to sell and deliver the Equipment to Client; however, notwithstanding the foregoing, embedded software is licensed (not sold) to Customer hereunder. Upon delivery of the Equipment to the Property, Customer shall own the Equipment subject to a first priority lien in favor of GEV to secure full payment for the Equipment. Customer will reasonably cooperate with GEV to the extent GEV chooses to make any UCC filings or take other actions to perfect its security interest. If Customer has elected self-installation, Customer shall be fully responsible for installing the Equipment within the timeframe stated in the Service Schedule and according to the network plan. Failure of Customer to properly install the Equipment will void the Equipment warranty and prevent GEV from delivering the Services.
2.2 GEV shall use commercially reasonable efforts to provide the Services to Customer for use at the Properties during the Service Period in accordance with the terms and conditions of this Agreement.
2.3 GEV reserves the right to suspend delivery of Services to Customer or any Guest if deemed reasonably necessary by GEV to prevent harm to GEV, its business, its other customers, or any other party, or if GEV reasonably believes that Customer or such Guest is in violation of any applicable laws, or the Acceptable Use Policy.
2.4 Software (including embedded firmware, applications and all other software) and other intellectual property (such as any tools or interfaces) included with or constituting part of the Equipment or Services is licensed to Customer, not sold under this Agreement. GEV hereby grants to Customer a non-exclusive, royalty-free, terminable, non-sublicensable, non-assignable, limited license to use such software and other intellectual property solely at the location at which the Equipment or Services were supplied and strictly in connection with Customer’s use of the Equipment and Services as provided herein, and subject to all restrictions set forth herein. Such license terminates immediately upon termination of this Agreement. To the extent that any software is owned or licensed from third parties, such software is also subject to any applicable licensing restrictions or terms (including any shrink-wrap or click-wrap licenses and EULAs) of such third parties. Subject to the foregoing, as between the parties, GEV reserves all ownership rights in such intellectual property.
CERTAIN OBLIGATIONS OF CUSTOMER
3.1 Customer shall provide to GEV the specific assistance described on the Service Schedule, together with such additional information, assistance and cooperation, including access to the Properties, as GEV may reasonably request from time to time to install (if applicable) and service the Equipment and to deliver the Services. Customer shall ensure the availability of a single, authorized contact, with basic technical skills, at each Property to coordinate support issues and respond to requests for assistance from GEV.
3.2 Customer shall take reasonable measures to protect the Equipment from loss or damage and otherwise to maintain the proper operation of the Equipment and related materials and supplies, including ensuring adequate power supplies, HVAC and humidity control. Without the consent of GEV, Customer shall not move the Equipment from its original location, shall not adjust or modify the Equipment and shall not attempt to repair the Equipment. Without limiting the general nature of the foregoing, Customer is solely responsible for all loss or damage to Equipment caused by weather, theft, vandalism, improper storage/security or environmental conditions, Customer’s negligence or carelessness, and/or any other Non-Covered Equipment Issues (defined below).
3.3 Customer shall comply with (a) all laws and regulations applicable to its use of the Equipment and Services and (b) the Acceptable Use Policy.
3.5 Customer consents to the listing of the Properties in any directory or other list of locations maintained by GEV and hereby grants to GEV, during the term of this Agreement, a non-exclusive, royalty-free, worldwide license to use the names, logos and marks of Customer and each Property for such purpose, subject to reasonable restrictions on form and content as may be imposed by Customer.
3.6 Customer shall refer to GEV and its wireless Internet access services as the provider of public internet access services, on Customer’s website, at each Property and also in Company marketing materials that refer to different amenities available at the Property and that are otherwise appropriate for a mention of Wi-Fi services, subject to reasonable restrictions on form and content as may be imposed by GEV and as are set forth in this Agreement. Without limiting the generality of the foregoing, Customer shall post such signs and brochures as GEV provides from time to time, in visible and reasonable locations throughout the Properties. Customer gains no rights in the GEV name, logo, brand and/or related trademarks, trade names, service marks, service names, distinctive brand elements, branding or “look and feel” (“Marks”), all of which rights are reserved by and to GEV. All uses of the Marks shall inure to the sole benefit of GEV. Customer shall not: register or attempt to register any trademarks, URLs, servicemarks or other intellectual property that incorporates any element of the Marks, nor use the Marks in any other way except as hereby contemplated/as provided by GEV for display under this Agreement. Customer will comply with any GEV branding guidelines supplied to it or posted online. GEV reserves the right to remove (or demand immediate removal) of any of its Marks from any medium/location if used in violation of this Agreement, the branding guidelines, or if deemed reasonably necessary by GEV to prevent harm to GEV’s business or any third party.
3.7 Customer understands that the operation of radio frequency (RF) transmitting equipment not provided or authorized by GEV (such as wireless access points, wireless cameras, amateur radio equipment, and mobile data equipment) can interfere with the wireless network and Services provided by GEV resulting in service interruptions or outages. Accordingly, Customer shall not provide, and shall not allow any third party (including Guests) to provide, wireless equipment or services (including Wi-Fi) at any Property without the prior written consent of GEV.
3.8 If Customer decides to have GEV install poles, GEV will mark each location with marking flags for suggested install locations. By agreeing to this Terms of Service, Customer will not hold GEV responsible for any damages; including, but not limited to: underground pipes, utility lines, electric and sewage lines. Customer will agree, prior to GEV digging, the exact location where the pole is to be placed and installed. GEV will dig no more than 5 feet into the ground.
3.8.1 Customer also agrees that the area where the pole will be installed is free and clear of any debris, rocks, vehicles, or any other materials that can prevent a successful installation. Customer also agrees that the ground has normal, loose soil. GEV can not dig into ledge, granite, clay, or any other material that a standard hand held auger or towable, hydraulic auger cannot dig into. If Customer does not disclose potential issues that could arise from digging, Customer will be held responsible for the pole installation.
FEES AND PAYMENT
4.1 Customer shall pay to GEV the fees for the Equipment and Services as provided in the Service Schedule. Although GEV may elect to issue invoices from time to time, Customer’s payment obligations are not contingent upon receipt of any invoice. If any amount payable by Customer is past due by more than 15 days, GEV may suspend delivery of Equipment or Services without prior notice and without waiving any right to terminate this Agreement or other rights available to GEV.
4.1.1 Customer shall pay GEV $100 reconnect charge if service is terminated from lack of payment.
4.2 Prices are quoted excluding sales and other applicable taxes unless expressly noted otherwise. Customer shall pay to GEV from time to time on demand all sales, use and other similar taxes applicable to the products and services provided under this Agreement.
4.3 After network buildout is complete, GEV will conduct speed and quality tests at every site. Every site will be documented and signed off by the GEV CTO as complete. Final payment will be released to GEV after Customer review and the network will be opened for Guest use.
4.4 Maintenance and Guest Support costs are subject to change. Cost is based on the number of access points installed and RV sites/cabins Customers has at their location.
5.1 For purposes of this Agreement, “Proprietary Information” of each party means all confidential or proprietary information of such party disclosed or made available to the other party in connection with this Agreement, including any third party’s confidential or proprietary information, that is identified to the receiving party as confidential or proprietary or based upon its nature or the circumstances under which it was disclosed should reasonably be considered to be confidential or proprietary. Notwithstanding the foregoing, nothing disclosed or made available to either party shall be considered to be Proprietary Information if (i) it is or subsequently becomes generally and readily available to the public without breach of any confidentiality obligation owed to the disclosing party; (ii) the receiving party had such information in its possession without obligations of confidentiality prior to disclosure by the disclosing party; (iii) the receiving party obtains such information without obligations of confidentiality from a third party who the receiving party reasonably believes has the right to transfer or disclose it to the receiving party on such basis; or (iv) it is developed by the receiving party independently of and without use of any of the disclosing party’s Proprietary Information.
5.2 Each party shall maintain in confidence and shall not disclose or use, during and/or for five years after the term of this Agreement, any Proprietary Information of the other party, except to the extent required to exercise or enforce its rights or to perform its duties under this Agreement. Each party shall therefore only disclose Proprietary Information of the other party to its employees, contractors, and agents who have a need to know for such purposes and who are bound by similar obligations of confidentiality and nonuse. Each party shall use reasonable care to prevent any unauthorized use or disclosure of Proprietary Information of the other party. This Agreement itself is the Proprietary Information of GEV. The foregoing restrictions on confidentiality and nonuse shall not prohibit the receiving party from disclosing any information that the receiving party is required to disclose by applicable laws or regulations or by government or judicial order, provided such receiving party uses reasonable efforts to give the disclosing party prompt prior notice of the same (unless prohibited by the applicable law or order) and the opportunity to limit such disclosure, and reasonably cooperates in such disclosure-limitation efforts (at disclosing party’s cost). Any disclosure made under the preceding sentence (a) shall be as limited as reasonably practicable under the circumstances and (b) shall not nullify the disclosed information’s status as Proprietary Information nor the receiving party’s obligation to protect it from disclosure under all other circumstances.
5.3 Promptly after termination of this Agreement (or upon disclosing party’s earlier request) the receiving party shall, where technically feasible and commercially reasonable, return to the disclosing party (or shall destroy, at disclosing party’s option) all materials containing any Proprietary Information of the disclosing party; provided, however, that any material not returned or destroyed (because it was not technically feasible and commercially reasonable to do so) shall be maintained as confidential under this Agreement indefinitely.
REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
6.1 Each party represents and warrants to the other party that such party has the power and authority to execute and perform its obligations under this Agreement, that the execution and performance of this Agreement by such party has been duly authorized by all necessary action, and that such party’s execution and performance of its obligations under this Agreement does not and will not breach any agreement by which such party is bound.
6.2 Customer represents and warrants to GEV on a continuing basis that, with respect to each Property, (i) Customer is the manager and operator of the business conducted at such Property; (ii) Customer is either the owner of the real property and improvements at the Property or the sole tenant of such real property and improvements under a valid lease with the Property Owner, which lease is not in default and is currently in full force and effect; (iii) if Customer is not the Property Owner, such Property Owner is as designated on the Service Schedule and has authorized Customer to enter into this Agreement with respect to such Property; and (iv) the transactions contemplated by this Agreement are not limited or restricted by any lease agreement, restrictive covenant or other agreement, arrangement, regulation, rule, order, ordinance or decree applicable to Customer, the Property Owner, or such Property.
6.3 Equipment Warranty
6.3.1 GEV warrants to Customer that for the duration of the Initial Service Period (but in no event longer than three years after the commencement of the Initial Service Period), GEV shall repair or replace, at its election and expense, any item of Equipment that is materially defective during normal operation, provided that (a) the failure is not a result of Non-Covered Equipment Issues or related to EOL Equipment (each as defined below), (b) Customer is not in default of this Agreement (including late in payment obligations) at the time, and (c) Customer notifies GEV of the warranty claim prior to the expiration of the warranty period. Customer shall reimburse GEV for its time and expense to investigate a reported defect that GEV determines is not covered by such warranty or that cannot be reproduced. These warranty obligations shall not survive termination of this Agreement. Note: unless Customer has paid for the separate on-site labor warranty under the Service Schedule, Customer must, in order to exercise this warranty, (i) request and receive return materials shipping labels from GEV and (ii) ship the Equipment to the repair location as designated by GEV, at Customer’s shipping risk. Warranty-claim Equipment which is not timely returned to GEV will be billable to Customer thirty (30) days after Customer’s receipt of related replacement Equipment. On-site labor and time charges are excluded from the warranty set forth herein (unless Customer purchased the separate on-site labor warranty). This paragraph states Customer’s sole remedy for defects in GEV products, Equipment or Services.
6.3.2 In specific limitation of the preceding paragraph, GEV shall have no responsibility with respect to any defect or problem attributable, in whole or in part, to any of the following “Non-Covered Equipment Issues”: (i) any modification, attempted repair or relocation of any Equipment not performed or authorized in writing by GEV, (ii) any combination, operation, or use of any Equipment with any hardware, software or other materials not approved in writing or installed by GEV, (iii) any signal degradation or loss caused by the introduction of any physical impedance, obstacle, or hindrance (including tree growth) of line of sight between any installed antenna and the desired coverage area, (iv) any additional electrical, satellite, radio, television or any other type of broadcasting or receiving equipment that might interfere with WLAN service after installation of the Equipment, or (v) any other cause beyond the reasonable control of GEV, including any problem resulting from fire, acts of God, accident, neglect, misuse or improper installation (not performed by GEV), from failure of power, air conditioning or humidity control, or from any breach of this Agreement by Customer.
6.3.3 In addition, Customer understands and acknowledges that technology evolves and changes and that Equipment has a finite useful lifespan. After the passage of time, the Equipment may not be compatible with new technologies, may no longer be supported by the manufacturer (including as to software) or may otherwise be superannuated (referred to herein as “End of Life” or “EOL” Equipment). Once Equipment is EOL, it is Customer’s obligation to update the Equipment at Customer’s expense if Customer wishes to remain functionally competitive, technologically upto-date, and to be able to obtain software updates and replacement parts. In addition, GEV’s obligation to support failed Equipment under Section
6.3.1 is limited to using commercially reasonable efforts to keep EOL Equipment functioning only if that proves reasonably practicable and does not incur unplanned expense to GEV. In no case is GEV required to update, upgrade or replace EOL Equipment at its expense.
6.4 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT AND THE INITIAL SERVICE SCHEDULE, THE EQUIPMENT, THE SERVICES AND ANY OTHER PRODUCTS OR SERVICES PROVIDED BY OR ON BEHALF OF GEV ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY OF ANY KIND, AND ALL WARRANTIES WITH RESPECT TO THE SAME, EXPRESS OR IMPLIED, INCLUDING ANY SERVICE LEVEL COMMITMENTS, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES REGARDING TITLE OR AGAINST INFRINGEMENT, OR ANY WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING, ARE HEREBY EXPRESSLY AND COMPLETELY DISCLAIMED BY GEV. FURTHER, GEV DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE EQUIPMENT OR THE SERVICES, INCLUDING ANY WARRANTY THAT ANY SOFTWARE OR SERVICE SHALL RUN/BE PROVIDED UNINTERRUPTED OR SHALL BE ERROR OR VIRUS FREE OR COMPLETELY SECURE. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT WI-FI INTERNET IS NOT, AND CANNOT REASONABLY BE MADE, COMPLETELY SECURE. WITHOUT LIMITATION OF THE FOREGOING, THE COMPANY ACKNOWLEDGES THAT THERE IS NO GUARANTEE OF RF OR WI-FI COVERAGE TO EVERY POINT WITHIN ANY OF THE PROPERTIES.
LIMITATIONS ON DAMAGES AND LIABILITIES
7.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL GEV OR ANY EMPLOYEE, DIRECTOR, AGENT, OR ANY AFFILIATE, OF GEV (COLLECTIVELY, THE “GEV PARTIES”) BE LIABLE TO CUSTOMER, ANY PROPERTY OWNER, ANY GUEST OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR ANY PRODUCTS, EQUIPMENT, OR SERVICES PROVIDED OR TO BE PROVIDED UNDER THIS AGREEMENT, INCLUDING DAMAGES RESULTING FROM INTERRUPTION OF SERVICE, LOSS OF DATA, LOSS OF REVENUE OR PROFIT, OR LOSS OF TIME OR BUSINESS, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER GEV OR ANY GEV PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE AGGREGATE LIABILITY OF GEV AND ALL GEV PARTIES FOR DAMAGES FOR ANY CAUSE WHATSOEVER ARISING OUT OF THIS AGREEMENT OR ANY PRODUCTS, EQUIPMENT, OR SERVICES PROVIDED OR TO BE PROVIDED UNDER THIS AGREEMENT AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNTS ACTUALLY RECEIVED BY GEV UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
MAINTENANCE TERM AND TERMINATION
8.1 The Maintenance Agreement shall be effective for the term beginning on the first day of whichever is sooner (a) guest use (b) a Property Owner, Park officer or Manager has clicked “I Accept the Terms of Service”, and continuing until the expiration of the Initial Service Period (24 months). Thereafter, except as otherwise specified in the Service Schedule, this Agreement shall automatically renew for successive 12-month terms unless either party gives written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current term.
8.1.1 If Customer is loaning equipment under contract from GEV, Customer is required to mail back all equipment, including but not limited to: Access points, CPE's, Gateway Managers, Cat5E Ethernet Cable, POE's, and Enclosures. Equipment must arrive to the office address no more than 14 business days after contract's expiry. GEV reserves the right to continue charging Maintenance fees until the equipment is returned to GEV's office location.
8.2.1 If Customer decides to terminate the Maintenance Term before the Initial Service Period of 24 months, Customer shall be liable to pay GEV, as liquidated damages and not as a penalty (acknowledging that damages are difficult to prospectively estimate), an amount equal to the number of months remaining in the then-current term multiplied by 85% of the total monthly amount that is owed by Customer to GEV due within 14 business days. If equipment is not returned within 14 business days, GEV reserves the right to continue billing for Maintenance for all loaned equipment.
8.3 If Customer decides to terminate the Maintenance Term before the Initial Service Period of 24 months, and if an LTE based System, Customer will also be liable for (a) all previous filling and frequency fees and (b) frequency transition cost. This fee will be calculated based on actual documented hours times the GEV Engineering rate of $200 per hour.
8.4 Termination or expiration of this Agreement shall not affect any rights or obligations (i) with respect to any periods prior to the time of expiration or termination, including any payment obligations arising prior to expiration or termination or (ii) under Articles 5, 6.4, and 7 through 9, all of which shall survive termination or expiration.
8.5 If Customer decides to terminate the Maintenance Term before the Initial Service Period of 24 months, each party shall return to the other party any property owned by such other party or its suppliers (including the ISP Service provider). Additionally, if GEV procured the ISP Service, Customer shall pay to GEV any early termination fees imposed by the ISP Service provider and any applicable fees for Customer’s failure to return the ISP Service provider’s equipment within 30 days after termination.
9.1 In order to access the WiFi network, the Customer or its Agents must click “I Accept the Terms of Service” to continue. The Customer agrees that a Property Owner, Park officer or Manager that has clicked “I Accept the Terms of Service” will be electronically recorded and act as an electronic signature under the Electronic Signatures in Global and National Commerce (E-SIGN) Act.
9.2 Binding Arbitration.
9.2.1 Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be submitted to the American Arbitration Association (“AAA”) for mandatory binding arbitration in front of a single arbitrator chosen in accordance with the AAA Rules. Discovery shall be permitted in such arbitration, but only to the extent that the documents are directly relevant to and needed for fair resolution of one or more of the issues of importance and can be located and produced at a cost that is reasonable in the context of all surrounding facts and circumstances. When the cost and burden of discovery are disproportionate to the likely importance of the requested materials, the arbitrator may deny the requests or require that the requesting party advance the reasonable cost of production to the other side. Unless provided otherwise herein, the arbitrator may not award non-monetary or equitable relief of any sort. She shall have no power to award damages inconsistent with this Agreement, and the parties expressly waive their right to obtain such damages in arbitration. All aspects of the arbitration shall be treated as confidential. The arbitrator shall render her award in writing and will include the findings of fact and conclusions of law upon which the award is based. The result of the arbitration shall bind the parties and judgment on the arbitrators’ award may be entered in any court having jurisdiction. In addition to any and all other relief to which a party may be entitled, the arbitrator shall award reasonable attorneys’ fees and costs, including reasonable expert witness fees and costs, to the prevailing party (should there be one) in any such arbitration.
9.2.2 The parties agree to arbitration on an individual basis. Where enforceable, NEITHER CUSTOMER NOR GEV SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS OR ENTITIES, OR ARBITRATE ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
9.2.3 Notwithstanding the foregoing, nothing in this Agreement shall prohibit either party from seeking and obtaining from a court of competent jurisdiction (without necessity of posting bond) injunctive relief in order to preserve the status quo and/or avoid irreparable harm, for example in respect of a threatened breach of the confidentiality provisions hereof.
9.2.4 The place of arbitration shall be San Antonio (Bexar County), TX, USA, and the proceedings shall be conducted in the English language. This Agreement shall be governed by the United States Federal Arbitration Act to the exclusion of any inconsistent state laws and the arbitrator shall follow the law and judicial precedents that a United States District Judge sitting in the Western District of Texas would apply to the dispute.
9.3 This Agreement constitutes the entire agreement between GEV and Customer concerning the subject matter of this Agreement and supersedes all prior or contemporaneous negotiations, proposals, agreements or understandings between the parties with respect to such subject matter, whether written, oral or otherwise. Preprinted forms, such as purchase orders, acknowledgements or similar documents submitted by Customer shall NOT be deemed to vary the terms and conditions of this Agreement, and to the extent such forms purport to vary these terms or add or delete other terms, such Customer forms are void and of no effect. Each Service Schedule and any exhibits, schedules, addenda or attachments to this Agreement shall constitute an integral part of this Agreement.
9.4 Neither party may transfer or assign any of its rights or obligations under this Agreement, in whole or in part, to any other person or entity without the prior written consent of the other party; provided, however, that (i) the foregoing shall not prohibit GEV from utilizing subcontractors in connection with the performance of its obligations hereunder and (ii) such consent shall not be required in connection with a transfer or assignment of all of a party’s rights and obligations under this Agreement to an Affiliate (as defined below) of such party or in connection with the sale of all or substantially all of the assets or equity of such party (or all or substantially all of such assets as are associated with the business of which this Agreement is a part), provided that (x) the assignee agrees in writing to assume such obligations, (y) if assignor is Customer, such assignee demonstrates to GEV’s reasonable satisfaction (prior to the assignment) that it is financially equally as sound as (or more sound than) Customer and (z) the assignor shall give notice to the other party promptly. Any attempted assignment in violation of the foregoing shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and permitted assigns. For purposes of this Agreement, the term “Affiliate” shall mean any person or entity that directly or indirectly controls, is controlled by, or is under common control with, the person or entity in question. “Control” is deemed the ability to name a majority of the board of directors (or other managing body) of an entity, ownership of at least 50% of the equity of an entity, or the actual ability to control the decision-making of an entity.
9.5 All notices and other formal communications hereunder must be in writing and, unless otherwise expressly permitted herein, must be either delivered in person, by reputable overnight courier, or sent by mail, postage prepaid, registered or certified, return receipt requested and addressed to the party entitled to receive such notice or formal communication at the address for such party set forth on the signature page of this Agreement or at such other address as such party shall provide in a written notice sent to the other party. Except as may be specifically provided herein, such notice shall be deemed effective as of the date of delivery or, if mailed in the manner set forth above, three (3) days after the date of mailing.
9.6 The headings used in this Agreement are for convenience only and shall have no legal effect. Whenever the context requires, the gender of all words used herein shall include the masculine, the feminine and the neuter. This Agreement has been negotiated by the parties and shall be interpreted in accordance with its terms and without any construction in favor of or against either party as the drafting party. As used in this Agreement, the terms “including” or “includes” are not to be construed as terms of limitation, but rather shall be construed to mean “includ[ing][es] without limitation” and, unless otherwise specified, the term “days” means calendar days.
9.7 Except for Customer’s obligation to make timely payments, no party shall be liable for delay in performance or for non-performance caused by circumstances beyond the control of the party affected, including acts of war, acts of God, fire, flood, government action, accident, technical failure, failure of the Internet, labor trouble, acts or omissions of communications carriers, and shortages of materials, equipment or transportation; provided, however, that the party so affected notifies the other party in writing as soon as practicable of the existence of such condition. GEV shall not be responsible for delays or failures caused by Customer, any Property Owner or any Guest.
9.8 If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be deemed severable, and this Agreement shall be construed and enforced as if such provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, a court/arbitrator is directed to add as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, enforceable, and consistent with the parties’ intent expressed herein.
9.10 This Agreement may be executed in two or more counterparts (PDF is acceptable), and each counterpart shall be deemed an original, but all counterparts shall together constitute a single instrument.
9.11 There are no intended third party beneficiaries to this Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any person or entity other than Customer, GEV, and their respective successors and permitted assigns.
9.12 Customer agrees to give GEV 30 days’ notice of any renovation, expansions, remodeling, work on fixtures, PBX or wiring or other work that may affect the GEV Services, and agrees to use good faith efforts to minimize the disruption of availability of the Services during such work. If areas need to be de-installed or re-installed, the fee payable to GEV shall be determined in accordance with GEV’s standard pricing for such services.
10.1 Once WiFi installation is complete, Customer will agree to a “break-in” period for the WiFi network to settle. Tweaks, programming, and adjustments will be made during this time period and will be based off of feedback provided by Customer and/or guests of the Customer. The “break-in” period will last 7-14 days after installation is complete. It is the responsibility of the Customer to report any data and to direct guests to contact GEV’s customer support line with any grievances and issues so GEV can properly document any potential issues on the network.
10.2 Once the “break-in” period is completed, Customer agrees that there will be a 5% complaint rate. The complaint rate is a percentage of documented complaints and total devices connected to the WiFi network. The best built networks will not support or allow every device, from every guest to connect at all times. WiFi cards in guest devices will vary depending on brand, age and type.
10.2.1 GEV will ensure each guest is within 200 feet of the closest access point. If guest is still having connectivity issues, and is within 200 feet of an access point, the guest will fall under the 5% complaint rate. This is typically attributed to the guests’ device and/or material of guests’ RV and windows that could potentially deflect the WiFi signal.
If Guests are within 200 feet and have poor signal to any of their devices, GEV may recommend a separate WiFi extender to place in the guests RV. Guest may purchase such extender directly from GEV. An extender can be used to propagate the WiFi signal inside their RV/cabin to better reach their devices or to help create their own separate network inside their RV for an added layer of security.
10.2.2 GEV will provide Customer will a guest card that provides information on how their guests can contact GEV’s customer support line for help. Customer agrees that all complaints will be directed to GEV and Customer will not troubleshoot or provide GEV with second hand information. Customer agrees that all guests complaints must come straight to GEV so that GEV can properly open tickets and document any potential issues. If guests are not properly directed to GEV’s customer support line, Customer relieves GEV of any responsibility associated with potential network issues.
10.2.3 Occasionally, GEV will ask Customer to reboot pieces of equipment. This means that Customer will sometimes be required to unplug and plug back in certain pieces of equipment. Just like computers, WiFi equipment needs to be refreshed occasionally to efficiently connect to the rest of the WiFi network. When a site or access point needs “rebooting”, Customer has 12 hours to complete. Customer will be notified via email to an email address Customer provides.
10.3 GEV will run temporary power via extension cords and power splitters until Customer is able to hire a licensed electrician to install permanent power at each site. Customer has 7 days from the time the installation is complete to provide permanent power to each site. Customer is responsible for any damage that may happen to the equipment after the 7 days is complete. Customer will pay, in full, any repairs, equipment replacements, labor and travel costs to replace or repair damaged equipment (whether by weather, natural causes, or equipment tampering and vandalism) if permanent power is not completed within 7 days.
10.4 Customer can test up to 48-hours after the WiFi installation is complete. During this testing period, any issues, questions or concerns need to be brought up at this time. To properly test, Customer must:
Go to each access point with a WiFi ready device (phone, tablet, laptop, etc)
WiFi card must be turned off and on
Select the test network and enter temporary password (GEV will provide this information)
Complete a speed test by using any free speed test app approved by GEV (i.e. Speedtest of Ookla)
Go to next access point and repeat steps 1-4
After Customer tests the network, final payment will be released to GEV before turning on the WiFi network to guests. Any issue, question or concern that Customer has, must be addressed within this 48-hour window.
INITIAL SERVICE SCHEDULE
If GEV has agreed to install the Equipment, Customer shall ensure that each installation site meets the requirements set forth in the site preparation document provided by GEV. If Customer has agreed to install the Equipment, Customer shall ensure that each installation is conducted in accordance with the self-installation document provided by GEV.
Where GEV installs wireless Internet access, Customer acknowledges, understands and agrees that GEV will make commercially reasonable efforts to install the wireless access points in a configuration to provide service in every location agreed upon by the parties; however, due to the nature of wireless signal propagation, reflection, transmission, diffraction, and degradation, wireless access may not be available in every square foot of the Property. “Dead spots” of wireless activity may occur in certain limited areas.
Unless GEV has agreed to procure the ISP Service, Customer must timely procure ISP Service for each Property that meets the recommendations set forth on the initial proposal. In addition, Customer acknowledges having received and read GEV’s standard Customer Supplied Circuits Disclosure, which sets forth the required specifications of any transport circuit to be provided by Customer. Where GEV must interface with the ISP Service Provider, Customer agrees to execute GEV’s form of Letter of Agency upon GEV’s request, to allow GEV to act on Customer’s behalf for the ISP Service.
Additional Customer Requirements
Have the installation site prepared and available for GEV to begin installation (unless Customer is doing the installation itself).
Complete all prerequisite work to cable pathways including concrete boring and cuttings, trenching, installation of conduits, variances and rights of way required for the installation of the Equipment, where applicable.
Assume responsibility for all Equipment at delivery and shall provide a secure and adequately sized storage area for said Equipment.
Provide GEV and its sub-contractors access to their premises as required. This access may require escorted or unescorted access to all areas of the Property during normal working hours (8:00 AM to 5:00 PM) or after hours.
At no cost to GEV: (i) make available to GEV space in its wiring closet, any telecommunications access points, including all available fiber or twisted pair copper wiring, plena, rooftop, and other areas reasonably necessary to provision the services, for installation, operation and maintenance of the Equipment necessary for GEV to effect its installation obligations under the Agreement, (ii) provide a means for ingress and egress to this space at GEV’s convenience; (iii) allow GEV to have reasonable access to all areas of the Property as required under the Agreement (and GEV agrees to try to minimize disturbance to Guests and to comply with all reasonable and legal behavior & deportment requirements of Customer that have been provided in advance to GEV), which access may, at the Property’s sole option, be with an escort of the Property’s own choosing; and (iv) provide GEV with sufficient electrical power and access to power outlets as necessary for GEV to power its Equipment in order to perform its obligations pursuant to the Agreement (including without limitation, access to unswitched 110V power at each main distribution frame (MDF), intermediate distribution frame (IDF), mechanical or electrical closet, or wireless access point location where the installation of powered GEV network equipment is required).
Ensure the telephone/equipment room(s) must be clean, dry, and well ventilated. The recommended temperature range must be maintained between 59 degrees and 86 degrees Fahrenheit (with the maximum range between 32 degrees to 122 degrees Fahrenheit). Equipment room humidity must be maintained between 0 to 95% non-condensing. Equipment must be located at least 4 meters (13.1 feet) from equipment such as copiers, electric motors, and other equipment that can produce electromagnetic or radio interference. A standard equipment rack, and/or backboard large enough to accommodate system modules and distribution blocks will be required. Normally a 4′ x 8′ x 3/4′ plywood backboard capable of supporting 50 lbs. will meet these requirements.
Customer will provide GEV with one RV space for the company RV at no cost for GEV to conduct testing from for the duration of installation.
Equipment purchase and installation, including taxes: Reference Proposal
Customer shall be solely responsible for the payment of any and all federal, state, municipal or other sales tax or use tax now or hereafter imposed or required to be imposed on any customer as part of the price of an item of merchandise sold or Service rendered in connection with this Agreement (other than taxes due on income earned by GEV).
Prices are firm during the Initial Service Period. GEV may increase the monthly fee for Ongoing Services effective as of the start of any renewal term by providing Customer with notice (which may be provided on or with an invoice or via email for this purpose) at least forty five (45) days prior to the start of such renewal term. Notwithstanding the foregoing, however, if GEV increases prices by greater than five percent (5%) versus existing prices for any renewal term, Customer has the right to terminate this Agreement by providing written notice to GEV within fifteen (15) days of the date of such notice, even if the amount of notice of termination would otherwise be shorter than the amount required by Section 8.1 of the Agreement. If Customer does not terminate during such fifteen day window, Customer is deemed to have accepted such new pricing. In addition, if the cost to GEV of providing ISP service is increased by the ISP, GEV has the right to pass on such increase to Customer as incurred.
If GEV collects Guest access fees for Customer, GEV shall retain 17% of all amounts paid by Guests during the month and attributable to a Property and GEV shall remit the remainder (net of any credit card or bank fees, bad debts, chargebacks) to Customer within 15 business days after the end of the month (unless Customer is then overdue in its payment obligations to GEV, in which case GEV may retain and offset such amount against amounts owed to GEV). For purposes of this Agreement, a payment is “attributable to a Property” if the payment to access the internet at the Property is made or authorized by a Guest while physically located at the Property and shall exclude, by way of example, any payment received by GEV with respect to a roaming plan that may be in effect, even if a roaming customer receives access at the Property (and, for the sake of clarity, the parties acknowledge that GEV may allow Guests to have roaming access under the Agreement at a Property without payment to the Property/Customer for such roaming access). Any refunds or discounts (including coupon redemptions) not taken into account in calculating such amounts for any particular month shall be carried forward and considered in succeeding months. Except as specifically provided herein, GEV shall be entitled to receive and retain all amounts paid by or with respect to Guests with respect to the Services.
Unless alternative payment arrangements have been made with GEV, recurring fees owed by Customer must be paid automatically by Automated Clearing House (ACH). Customer shall maintain a ACH authorization on file with GEV. Customer is, and remains, solely responsible for all payment obligations to GEV under this Agreement, regardless of expiration or refusal/failure of ACH. If payment is more than 30-days late, GEV reserves the right to automatically bill for your account balance via ACH until funds are collected.
ACCEPTABLE USE POLICY
This AUP was last updated on: 07/25/2018
This Acceptable Use Policy (“AUP”) is designed to ensure that WiFiGeeks, a Texas corporation (“us”, “our” or “we”) complies with applicable laws, that your use of the Internet is lawful, and that your use of the internet doesn’t harass others or violate their rights. The terms “you” or “your” refers to the person using the Services and accepting this AUP. Clicking on “I accept”, “Connect”, or your use of our Wi-Fi Internet access services (“Services”), means you agree to all the terms contained in this AUP, and constitutes your consent to this AUP and all policies referenced/linked from it. You acknowledge that we can update this AUP at any time by posting changes to it at this link or on our website at Your continued use of the Services after any AUP updates constitutes your acceptance of such updates.
You are also bound by our “User Agreement,” which is incorporated into this AUP by this reference and which is found here:
In general, the following types of things are prohibited: using the Services in any way that is illegal, threatening or offensive to others; that is harmful to or interferes with our (or anyone else’s) network or systems; that interferes with the use or enjoyment of Services received by others; that infringes anyone’s intellectual property rights (such as copyrights or trademark); or that constitutes spam, a security risk or a violation of privacy. In addition, violating rules of websites you visit and services or apps you use is also considered a violation of this AUP. We have the right to limit or terminate your access to the Services for any AUP violation, including the ones set forth below. We will also cooperate fully with law enforcement.
Examples of Prohibited Actions. Using the Services to do any of the following things is strictly prohibited and is a violation of the AUP. We have sole discretion and right to interpret and apply this AUP. You understand that the list below is not intended to be exhaustive, but merely to show you the type of activities that are violations of this AUP:
• Illegal or Unlawful Use. Violating any federal, state, local, provincial, or international law, treaty, court order or other regulation/rule.
• Posting or transmitting any harassing or threatening material or content. This includes material that bullies, harasses or threatens the health or safety of others, or that is hateful, obscene, indecent, defamatory, fraudulent, libelous, treasonous, excessively violent or otherwise harmful.
• Inappropriate behavior with children including accessing or contributing to child pornography. We comply with all applicable laws pertaining to the protection of minors, including reporting cases of child exploitation of which we are advised to the National Center for Missing and Exploited Children. Report suspected violations of this paragraph to us at firstname.lastname@example.org. For more information about online safety, visit www.ncmec.org.
• Collecting personal data without permission.
• Reselling our Services without our express written authorization.
• Failing to comply with export control laws. Using the Services to export encryption software over the internet in violation of applicable laws.
• Intellectual Property Right Violations. Using the Services to engage in any activity (e.g., copying, publishing, transmitting, up- or down-loading), that infringes, misappropriates or otherwise violates any person’s privacy, artistic (moral rights) or publicity rights, and/or any rights protected by copyright, patent, trademark, or trade secret laws.
• Using the Services in a way that we believe adversely affects the ability of other people or systems to use the Services or the Internet. Using the Services for any activity which we believe to be harmful to others, or to our operations or reputation. This limitation applies whether or not the activity is illegal, and includes but is not limited to “denial of service” (DoS) attacks, running programs designed to defeat network inactivity timeouts, maintaining an open SMTP relay, operating a server (web, file, chat) or file-sharing system (such as BitTorrent or GNUtella) on our Services. Any such software on your computer must be disabled before using the Services.
• Spamming. Examples of spam include but are not limited to (a) any violation of the CAN-SPAM Act of 2003, (b) mail bombing (sending multiple unsolicited electronic mail messages); (c) sending chain mail; (d) sending unsolicited commercial e-mail, such as advertising or promotion of products or services or seeking charitable donations; (e) using deception in emails such as falsifying packet header, sender, or user information whether in whole or in part to mask the identity of the sender, originator or point of origin; (f) relaying mail through another site without permission, and/or (g) sending bulk electronic messages without identifying, within the message, a reasonable means of opting out from receiving additional messages from the sender, or ignoring opt-out requests, or using distribution lists where the listees have not opted to receive email from the sender.
• Violating security of the Services or other persons. Examples of prohibited security violations include but are not limited to: (a) unauthorized monitoring, scanning or probing of networks or other actions aimed at the unauthorized interception of data or harvesting of e-mail addresses; (b) hacking, attacking, gaining access to, breaching, circumventing or testing the vulnerability of the user authentication or security of any network, server, computer, access and control device, software or data without express authorization of the owner of the system or network; (c) impersonating others or secretly or deceptively obtaining personal information of third parties (phishing, etc.); (d) distributing or using tools (except for legitimate and authorized network security purposes) designed to compromise security (e.g., password guessing programs, packet sniffers or network probing tools); or (e) knowingly uploading or distributing viruses, spyware, Trojan horses, worms, root kits or any other similar programs that may damage the operation of another entity’s computer or network.
You are Responsible for Your Actions and Security. You are solely responsible for maintaining security of your systems and the devices that connect to and use our Services, including implementation of necessary patches and updates. You are also solely responsible for the content of any material posted, hosted, downloaded/uploaded, created, accessed or transmitted when you use the Services. We are not responsible for what you access using the Services. You are responsible for taking prompt corrective action(s) to remedy a violation of this AUP and to help prevent similar future violations.
Your Failure to Comply with this AUP; Monitoring Usage; Our Remedies. If you fail to comply with this AUP, we may immediately suspend your access to (up to permanently terminating your right to access) the Services, either with or without notice to you, and without refund to you of any price you may have paid for access. Termination/suspension is not our sole remedy. Any notification that we send pursuant to this AUP will be sent via e-mail to the e-mail address on file with us, or may be in writing to the customer’s address of record. It is your responsibility to promptly notify us of any change of contact information.
We don’t ordinarily proactively monitor the activities of our customers to ensure compliance with this AUP and/or the law, and we do not have any obligation to monitor content of any materials distributed or accessed using our Services. However, we reserve the right to monitor activity and content of any materials transmitted over our Services/network as necessary to comply with applicable laws, regulations or other governmental or judicial requests; or to protect our network and customers, or as part of maintenance or operations. If we discover or are alerted to violations or potential violations of this AUP, we will take whatever measures we deem necessary to stop or prevent those violations, including the actions described in this AUP and the User Agreement. Our decisions are final in connection with any such violations. We may refer potential violations to proper authorities, and we assume no obligation to inform you that your information has been provided; in some cases, we may be prohibited by law from giving such notice. You are responsible to us for any and all expenses and losses we incur (including legal expenses) resulting from your failure to comply with this AUP. In addition, the User Agreement includes additional indemnification provisions in our favor.
Incident Reporting and DMCA Copyright Notifications. Any complaints (other than claims of intellectual property infringement—which are covered in the next paragraph) regarding violation of this AUP by any of our customers should be directed to email@example.com. Please include details (if practicable) that would assist us in investigating and resolving such complaint (e.g., expanded headers, IP address(s), a copy of the offending transmission and any log files).
We have no obligation to investigate possible copyright infringements with respect to materials transmitted by any users of the Services. However, we will process valid notifications of claimed infringement under the Digital Millennium Copyright Act, 17 U.S.C. § 512. The designated agent to receive notifications of claimed infringement as described in DMCA subsection 512(c)(3) is: WiFiGeeks, Compliance Department, 110 East Houston St, San Antonio, TX 78205. Phone: 210-802-2922. Email: firstname.lastname@example.org.