Terms of Service
Table of ContentDefinitions Definitions
These Terms of Service contain the terms and conditions that govern the use of the Platform (as defined below) and all content, services and/or products available on or through the Platform.
IF YOU HAVE A VALID TERMS OF SERVICE WHICH IS PHYSICALLY SIGNED BY SOCIAL WIFI, THE PHYSICAL COPY WILL SUPERCEDE THESE ELECTRONIC TERMS OF SERVICE IN ANY CLAUSES WHICH CONFLICT.
PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE SOCIAL WIFI PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE Social WiFi Platform.
Social WiFi may, in its sole discretion, elect to suspend or terminate access to, or use of the Platforms to anyone who violates these Terms.
If you register for a free trial of the Social WiFi Platform, the applicable provisions of these Terms will govern that free trial.
The original language of these Terms is English. Social WiFi may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.
the primary means for accessing and using the Social WiFi Platform, subject to payment of a Fee designated in the selected Plan;
the set of rights and privileges on the Web Site assigned to a Account by a Client;
a natural or legal person who has accepted these Terms with the Social WiFi;
Files and any other digital data and information, which is inserted into the Social WiFi Platform by the Client or by the Users;
any data and information available through Social WiFi Platform or contained within the structure of the System, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments;
regular payment for using the activated Project;
documents of any kind (images, spreadsheets, text files, etc.) that are inserted to the System by the Client.
temporary access for the purposes of trying out the Web Site and Social WiFi Platform in accordance with any selected Plan without paying a Fee;
additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the Social WiFi Platform;
legal persons (such as companies) and other entities with which that Client is making Deals;
Social WiFi Materials
the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Social WiFi Platform;
various criteria related to the use and functionality of the Social WiFi Platform and on which the Fee is based;
the Social WiFi service;
third party entity that (i) purchases Social WiFi Platform from Social WiFi and resells such Social WiFi Platform to Clients, (ii) bills such Clients directly and (iii) provides such Clients with customer service;
any particulars, specifications and conditions by which the parties have agreed to deviate from these Terms;
Social WiFi, the company with limited liability with the registered seat in Warsaw (address: John Paul II Avenue 22, 00-133 Warsaw) entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for the capital city of Warsaw, 13th Commercial Division KRS (National Court Register) No 0000459078
the integrated cloud computing solution for providing the Social WiFi Platform, including applications, software, hardware, data bases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith;
a natural person granted with the Authorization to use the Project on behalf of a Client;
a natural person using the Social WiFi Platform to obtain Internet access;
the compilation of all web documents (including images, php and html files) made available via www.socialwifi.com or its sub domains or domains with identical names under other top domains and owned by Social WiFi.
- Authority to Enter into These Terms with Social WiFi
The use of the Social WiFi Platform is subject to acceptance of these Terms. To accept these Terms for themself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of. In the case of a legal entity, the entity must be duly incorporated and in good standing.
The Terms are accepted as soon as the person has received the confirmation of the creation of the Project and necessary credentials from Social WiFi in order to log in to his/her/its Project.
You may not, without Social WiFi’s prior written consent, access the Social WiFi Platform (i) for production purposes, (ii) if you are a competitor of Social WiFi, (iii) to monitor the availability, performance or functionality of the Social WiFi Platform or (iv) for other benchmarking or competitive purposes.
Once accepted, these Terms remain effective until terminated as provided for herein.
- Modifications to Terms
Social WiFi reserves the right, at its sole discretion, to change, modify, add, or remove parts of the Terms at any time by posting such changes on the Platform or via Email. Please check these Terms periodically for changes. Your continued use of the Social WiFi Platform after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the Social WiFi Platform, or (ii) 30 days from posting of such modified Terms on or through the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Social WiFi will be governed by the Terms in effect at the time such dispute arose.
- Our Responsibilities
4.1. Provision of Social WiFi Platform
Social WiFi will (a) make the Social WiFi Platform available to a Client pursuant to these Terms, (b) provide applicable standard support for the Social WiFi Platform to Client at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the Social WiFi Platform available 24 hours a day, 7 days a week, except for:
(i) planned downtime (of which Social WiFi shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Social WiFi’s reasonable control.
4.2. Protection of Client Data
Social WiFi will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by Social WiFi personnel except (a) to provide the Social WiFi Platform and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.4 (Compelled Disclosure) below, or (c) as a Client or Account expressly permit in writing.
Social WiFi may use service providers to perform the Services. By agreeing to these Terms, the Client authorizes Social WiFi (a general written authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679) to engage the following service providers for the purposes of performing the Services.
List of service providers processing Client Data:
Google Ireland Ltd.
Provides hosting and content delivery network services. As its servers are located within the European Union, the data is not transferred outside of the EU.
OVH Sp. z o.o.
Provides hosting and content delivery network services. As its servers are located within the European Union, the data is not transferred outside of the EU.
Amazon Web Services EMEA SARL
Provides email services (Amazon SES). As its servers are located within the European Union, the data is not transferred outside of the EU.
Hertza L.L.C., doing business as ZeroBounce
Provides an email verification service. As its servers are located within the European Union, the data is not transferred outside of the EU.
- Using the Social WiFi Platform
5.1 Establishing a Project
All features, functions, parts or elements of the Social WiFi Platform can be used or accessed only by holders of a Project. The person who wishes to create an Project must:
- complete the sign-up form on the Web Site or alternative process provided by a Reseller if access to the Social WiFi Platform is purchased from a Reseller; and
- accept these Terms by clicking “Sign up” or other similar button
If a Client has designated Accounts and has granted them Authorization, such Accounts will be deemed to be authorized to act on behalf of the Client when using the Project. Social WiFi is not responsible for and shall have no liability for verifying the validity of Authorization of any Account. However, Social WiFi may, in its discretion, request additional information or proof of the person’s credentials.
An Account may be associated with multiple Clients and Projects. Deleting an Account from one Project will not remove the Account from the Platform if he/she is connected to multiple Projects.
The Client and any Account associated with a Project must provide Social WiFi with true, accurate, current, and complete information about the Client, Accounts or Project and keep it up to date.
5.2 Logging Into an Project
Social WiFi shall provide a Client with a username and password (“Login Credentials”) to be used to log in to its Project. These Login Credentials must not be used by multiple persons. If a Client has designated several Accounts, each Account will be provided with separate Login Credentials. A Client and each Account are responsible for keeping confidential all login credentials associated with a Project.
5.3 Termination of Project
A Client may terminate these Terms at any time as provided in Section 17.
The use of the Platform is subject to a Fee. Upon sign-up for a Project, the Client must indicate the Venue being signed-up. Different rates apply to different Venues. The applicable Fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between parties. All Fees are non-refundable, i.e. there are no refunds or credits for periods where the Client did not use an activated Project, used it only partially, or deactivated the Project or terminated these Terms during an ongoing payment interval.
All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. The Client is solely responsible for the payment of such taxes, levies or duties.
5.6 Free Trial
A new Client may be entitled to a Free Trial. The Client is not required to provide any credit card information during the period of Free Trial. If the period of Free Trial has expired, the Project will be automatically deactivated. In order to prevent deactivation or to reactivate the Project, the Client is required to select a Plan and pay the first Fee. If the Client does not pay the first Fee within 2 weeks as of the expiry of the Free Trial, Social WiFi has the right to permanently delete the Project, including all Client Data therein.
In addition to the current collection of Plans, Social WiFi may offer special discounts and motivation schemes (for example finder’s fees, etc.).
The following provisions are applicable only if you purchase access to the Social WiFi Platform directly from Social WiFi. If you purchase access to the Social WiFi Platform through a Reseller, the payment terms are set forth in the agreement with your Reseller.
6.1 Payment Card Authorization
Social WiFi may seek pre-authorization of a Client's payment card account prior to your purchase of Social WiFi Platform in order to verify that the card is valid and has the necessary funds or credit available to cover your purchase. You authorize such a payment card to pay any amounts described herein, and authorize Social WiFi to charge all sums described in these Terms to such card account. You agree to provide Social WiFi updated information regarding your payment card account upon Social WiFi’s request and any time the information earlier provided is no longer valid.
6.2 Electronic Invoice
If Social WiFi has not sought pre-authorization of your payment card, then before the end of each payment interval, Client will be issued an electronic invoice for payment of the Fee of the next payment interval. Client must pay the invoice by the due date indicated on the invoice.
- Client data
7.1 Uploading Client Data to Platform
If the Client uploads Client Data to the Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Accounts, persons and Organizations) whether posted and/or uploaded by you or made available on or through the Social WiFi Platform by Social WiFi. By uploading Client Data to the Platform, Client authorizes Social WiFi to process the Client Data. The Client is responsible for ensuring that:
- the Client and any of the Accounts associated with the Project do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, the rights of Social WiFi, other Clients or Accounts, persons or Organizations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful;
- the Users provide Client Data in accordance with the local law, including but not limited to General Data Protection Regulation if applicable; and
- the Client and all of the Accounts associated with the Project have the necessary rights to use the Client Data, including to insert it into the Platform and process it by means of the Project.
7.2 No Guarantee of Accuracy
Social WiFi does not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Social WiFi Platform. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not Social WiFi, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the Social WiFi Platform, as well as for any actions taken by the Social WiFis or other Clients or Accounts as a result of such Client Data.
7.3 Unlawful Client Data
Social WiFi is not obliged to pre-screen, monitor or filter any Client Data or acts of its processing by the Client in order to discover any unlawful nature therein. However, if such unlawful Client Data or the action of its unlawful processing is discovered or brought to the attention of Social WiFi or if there is reason to believe that certain Client Data is unlawful, Social WiFi has the right to:
- notify the Client of such unlawful Client Data;
- deny its publication on the Web Site or its insertion to the System;
- demand that the Client bring the unlawful Client Data into compliance with these Terms and applicable law;
- temporarily or permanently remove the unlawful Client Data from the Web Site or Project, restrict access to it or delete it.
If Social WiFi is presented convincing evidence that the Client Data is not unlawful, Social WiFi may, at its sole discretion, restore such Client Data, which was removed from the Web Site or Project or access to which was restricted.
In addition, in the event Social WiFi believes in its sole discretion Client Data violates applicable laws, rules or regulations or these Terms, Social WiFi may (but has no obligation), to remove such Client Data at any time with or without notice.
Without limiting the generality of the preceding sentence, Social WiFi Inc complies with the Digital Millennium Copyright Act, and will remove Client Data from the Platform upon receipt of a compliant takedown notice.
Social WiFi as the data processor will assist the Client as the data controller in meeting the Client’s obligations under Regulation (EU) 2016/679, providing subject access, and allowing data subjects to exercise their rights under Regulation (EU) 2016/679.
7.4 Compelled Disclosure
Social WiFi may disclose a Client’s confidential information to the extent compelled by law to do so. In such an instance, Social WiFi will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Social WiFi is compelled by law to disclose Client’s confidential information as part of a civil proceeding to which Social WiFi is a party, and Client is not contesting the disclosure, Client will reimburse Social WiFi for its reasonable cost of compiling and providing secure access to that confidential information.
8.1 Use of the Social WiFi Platform
Subject to these Terms, and the payment of the applicable service Fee, Social WiFi grants Client and its authorized Accounts a non-exclusive, non-transferable, non-sub-licensable license to use the Social WiFi Platform to:
- collect and store Client Data, send email campaigns to such data and export such data via a file download to API;
- delete Client Data;
- customize the WiFi login process, email campaigns and review gathering process;
- receive reasonable help and guidance and from Social WiFi regarding the use of the Social WiFi Platform.
If Social WiFi determines Client usage of the Services to be outside of the permitted and intended use as outlined herein, or bandwidth usage of the Service or any features to be significantly excessive in relation to other Accounts, Social WiFi reserves the right to suspend respective Client Project, (or part thereof) until Client assures Social WiFi that Client shall refrain from further abuse of the Services.
8.2 Technical Support.
Social WiFi shall provide reasonable technical support to the Client and its authorized Account(s) at the reasonable request of the Client. Social WiFi shall respond to enquiries of support from a Client utilizing the contacts set forth below as soon as reasonably possible. The contacts for all enquiries of support are:
- built-in notification application on the Web Page, or
- e-mail: firstname.lastname@example.org
Notwithstanding the foregoing, if you purchased access to the Social WiFi Platform from a Reseller, then first-line technical support will be provided by the Reseller and not by the Social WiFi.
8.3 Modifications to Service
Social WiFi reserves the right to modify the Social WiFi Platform or any part or element thereof from time to time without prior notice, including, without limitation:
- rebranding the Social WiFi Platform at its sole discretion;
- ceasing providing or discontinuing the development any particular part or element of the Platform temporarily or permanently;
- taking such action as is necessary to preserve Social WiFi’s rights upon any use of the Social WiFi Platform that may be reasonably interpreted as violation of Social WiFi’s intellectual property rights.
As applicable, the Client may be notified of such modifications when logging in to the Project. Modifications, including changes in the rates for the Social WiFi Platform, will become effective thirty (30) days before the effective date of such modification.
If the Client does not accept the modification, the Client shall notify Social WiFi or Reseller (if Client purchased access to the Social WiFi Platform from a Reseller) before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Client’s continued use of the Social WiFi Platform, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. Social WiFi shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the Social WiFi Platform, or any part or element thereof.
- Data Processing Contract
For the purposes of Article 28 of Regulation (EU) 2016/679, these Terms constitute the data processing contract between the Client as the data controller and the Social WiFi as the data processor. The Client hereby instructs the Social WiFi to process the data as described in these Terms.
9.1 Subject matter and nature of processing
The Social WiFi provides the Platform where the Client, as the data controller, can collect, store and organize the personal data of data subjects determined by the Client.
The Platform has been designed to work as a sales CRM tool but, to the extent not regulated by these Terms, the Client decides how they use the Platform.
The Social WiFi will process data on behalf of the Client until the termination of the Social WiFi Platform in accordance with these Terms. Upon termination, Social WiFi will store the Client’s data for a period of three months, should the Client wish to reopen the Project to resume the use of the Social WiFi Platform or to export Client Data, unless instructed otherwise by the Client. After that, the contents of the account may be recoverable from Social WiFi’s backups for another three months. The Social WiFi deletes or returns all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless Union or Member State law requires storage of the personal data.
9.3 Parties’ rights and obligations
The Client’s rights and obligations regarding Client Data are provided in sections 4 through 10 of these Terms. The Social WiFi ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
The Social WiFi takes all measures required pursuant to Article 32 of Regulation (EU) 2016/679. The Social WiFi undertakes to make available to the controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by the Client as the data controller.
10.1 Prohibited Activities
A Client and its authorized Accounts may use the Social WiFi Platform and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any Account may:
- use the Social WiFi Platform or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
- copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Social WiFi Platform or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Social WiFi is not permitted by that applicable law to exclude or limit the foregoing rights;
- use the Social WiFi Platform or any part or element thereof unless it has agreed to these Terms.
10.2 Certain Uses Require Social WiFi Consent
The Client or any Account may not, without Social WiFi’s prior express written consent by email:
- sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Social WiFi Platform available in whole or in part to any third persons, unless such third person is another authorized Account of the same Client;
- use the Social WiFi Platform or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;
- Intellectual Property Rights
12.1 Social WiFi’s Intellectual Property Rights in the Social WiFi Platform
The Social WiFi Platform, Social WiFi Materials, Social WiFi trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Social WiFi and its third party vendors and hosting partners. Social WiFi Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Social WiFi, its affiliates and licensors retain all rights, titles and interests in such Social WiFi Platform, Social WiFi Materials, Social WiFi trade names and trademarks, and any parts or elements. Your use of the Social WiFi Platform and Social WiFi Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Social WiFi Materials is strictly prohibited unless you have received the express prior written permission from Social WiFi or the otherwise applicable rights holder. Social WiFi reserves all rights to the Social WiFi Platform, Social WiFi Materials and Social WiFi trade names and trademarks not expressly granted in the Terms.
12.2 Content Owned by Social WiFi
Subject to these Terms and the payment of the applicable service Fee, Social WiFi grants Client and its authorized Accounts a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Social WiFi Platform. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Social WiFi Platform or as otherwise permitted by applicable law.
12.3 Client Data
- Social WiFi may use Client Data in an aggregated or anonymized format for research, educational and other similar purposes. Social WiFi may not otherwise use or display Client Data without Client’s written consent. Social WiFi respects your right to exclusive ownership of your Client Data. Unless specifically permitted by you, your use of the Social WiFi Platform does not grant Social WiFi the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by you or stored in your Project for Social WiFi’s commercial, marketing or any similar purpose. Client expressly grants Social WiFi the right to use and analyze aggregate system activity data associated with use of the Social WiFi Platform by Client and its Accounts for the purposes of optimizing, improving or enhancing the way the Social WiFi Platform operate, and to create new features and functionality in connection with the Social WiFi Platform in the sole discretion of Social WiFi.
- The Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the Social WiFi Service. In connection with Client Data, the Client affirms, represents, and warrants that: (i) the Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize Social WiFi to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Client Data in a manner consistent with the intended features of the Social WiFi Platform and these Terms, and to grant the rights and license set forth in Section 11.3(a), and (ii) Client Data, Social WiFi’s or any Social WiFi Licensee’s use of such Client Data pursuant to these Terms, and Social WiFi’s or any Social WiFi Licensee’s exercise of the license rights set forth in Section 11.3(a), do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Social WiFi to any third party for the performance of any Social WiFi Platform Client has chosen to be performed by Social WiFi or for the exercise of any rights granted in these Terms, unless Client and Social WiFi otherwise agree.
If Client or a Account provides Social WiFi with any comments, bug reports, feedback, or modifications for the Social WiFi Platform (“Feedback”), Social WiFi shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Social WiFi Platform.
The Client or Account (as applicable) hereby grants Social WiFi a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose. Social WiFi shall have the right to modify or remove any Feedback provided in the public areas of the Web Site if Social WiFi deems it, at its discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.
- Third-Party Sites, Products and Services
Social WiFi Platform may include links to other websites or services (“Linked Sites”) solely as a convenience to Clients. Unless otherwise specifically and explicitly indicated, Social WiFi does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Social WiFi makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
- Disclaimers; No Warranty
UNLESS OTHERWISE EXPRESSLY STATED BY SOCIAL WIFI, THE SOCIAL WIFI PLATFORM, SOCIAL WIFI MATERIAL, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOCIAL WiFi PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SOCIAL WIFI AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.
UNLESS OTHERWISE EXPRESSLY STATED BY SOCIAL WIFI, SOCIAL WIFI AND ITS AFFILIATES DO NOT WARRANT THAT THE Social WiFi Platform AND ANY CONTENT, CLIENT DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE Social WiFi Platform WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE Social WiFi Platform AND ANY CONTENT, CLIENT DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE Social WiFi Platform OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
UNLESS OTHERWISE EXPRESSLY STATED BY SOCIAL WIFI, SOCIAL WIFI AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE SOCIAL WIFI PLATFORM, SOCIAL WIFI MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify and hold harmless Social WiFi and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Social WiFi Platform, Social WiFi Materials, representations made to the Social WiFi, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Social WiFi reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Social WiFi, and you agree to cooperate with such defense of these claims.
- Limitation of Liability
16.1 No Liability
Social WiFi shall not be liable to the Client or Account for any consequences resulting from:
- any modifications in these Terms, calculation and rates of Fees, the Social WiFi Platform, Social WiFi Material, or any part or element thereof (including but not limited to Project), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Social WiFi Platform or Social WiFi Material;
- deletion of, corruption of, or failure to store any Client Data;
- use of Client Data by the Client or any of the Accounts associated with the Project;
- upgrading or downgrading the current Plan;
- any disclosure, loss or unauthorized use of the login credentials of Client or any authorized Account due to Client’s failure to keep them confidential;
- the Client’s use of the Project or the Social WiFi Platform by means of browsers other than those accepted or supported by the Social WiFi;
- the application of any remedies against the Client or authorized Accounts by the Social WiFi, for example if the Client or Account has committed a crime or conducted a breach of applicable law by using the Social WiFi Platform or any part or element thereof;
- the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the Social WiFi Platform are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
- the Social WiFi’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.
In addition, Social WiFi and its affiliates shall not be liable to the Client for any claim by any Account, person, Organization or third persons against the Client arising out of the Client’s failure to:
- provide Social WiFi with accurate information about the Client, Accounts or Project;
- notify Social WiFi of any reasons due to which a Account does not have the right to use the Project on behalf of the Client;
- provide any Products which it has agreed to provide to such a person or Organization (whether such failure arises as a result of Social WiFi’s negligence, breach of these Terms or otherwise);
- ensure the lawfulness of the Client Data;
- obtain the necessary rights to use the Client Data; or
- abide by any of the restrictions described in these Terms.
16.2 Limitation of Liability
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SOCIAL WIFI AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE Social WiFi Platform GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.
THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.
16.3 Exclusion of Consequential and Related Damages
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
- Termination of These Terms
17.1 For Convenience
These Terms may be terminated for convenience in the following situations;
- by the Client any time by sending an email to email@example.com requesting cancellation;
- by Social WiFi upon decision to end provision of the Social WiFi Platform and close the Platform; or
- immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.
17.2 For Default
These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:
- by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or
- immediately by either party if the other party breaches its obligations, as applicable under Sections 12 [Intellectual Property Rights], 15 [Indemnification], or 10 [Restrictions] of these Terms.
17.3 Effect of Termination
Upon termination of these Terms,
- Social WiFi shall deactivate and permanently delete the Project, within six months of the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Project, Social WiFi shall fulfill such request within 1 month of its receipt of such request.
- Client must:
- stop using and prevent the further usage of the Social WiFi Platform, including, without limitation, the Platform;
- pay any amounts owed to Social WiFi under these Terms; and
- discharge any liability incurred by the Client before under these Terms prior to their termination; and
- The following provisions shall survive the termination of these Terms: Sections 1, 7.4, 10, 11, 12, 14, 15, 16, 18 and 19.
If Social WiFi terminates these Terms as a result of an uncured breach by a Client or Account, Social WiFi is entitled to use the same or similar remedies against any other persons who use the Social WiFi Platform in conflict with these Terms. Notwithstanding the foregoing, Social WiFi may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or Account may lose Access or suffer a loss of certain features, functions, parts or elements of the Social WiFi Platform.
If Social WiFi has reasonable grounds to believe that the Client’s or Account’s use of the Social WiFi Platform, including the Project may harm any third persons, Social WiFi has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.
The Social WiFi has the right to suspend access to all or any part of the Service, including removing Content, at any time for violation of this Agreement or to protect the integrity, operability, and security of the Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the Service or any third party, Social WiFi typically provides notice in the form of a banner or email on or before such suspension. Social WiFi will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Service.
- General Provisions
18.1 Relationship of the Parties
The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and either Social WiFi, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.
If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
18.3 Entire Agreement
These Terms are the entire agreement between Client and Social WiFi regarding Client’s use of the Social WiFi Platform and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. In any matter not governed by these Terms, the appropriate provisions of the Polish and EU law shall apply.
Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Social WiFi’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.
18.5 No Waiver
Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.
Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.