WiFiLAN Service Agreement

(Created on: 10 July 2005 for WiFi-Soft Private Limited)

This service agreement ("Agreement") is entered between WiFi-Soft Pvt. Ltd. ("WiFi-Soft"), a private limited company with principal office located at C-410, Technospace IT Park, Behind Mercedes-Benz Showroom, Mumbai-Bangalore Hwy,Baner, Pune - 411045, India and provider ("Provider") who would use the services provided herein. For purposes herein, WiFi-Soft and the Provider shall be referred to individually as "Party" or collectively as the "Parties".

1. Description of Service

WiFi-Soft would provide the services identified in this section and the Provider has the option to use these services through the integrated WiFiLAN management platform ("WiFiLAN"). WiFi-Soft may offer optional additional services in the future, in which case the Provider may elect to subscribe to them through out online ordering facility. The Agreement will be amended accordingly to reflect the subscription of new services. Following services will be included under this Agreement:

a) User Authentication, Authorization and Accounting ("AAA") Services
WiFi-Soft will provide AAA services through our hosted, redundant and synchronized RADIUS servers. The Provider is responsible for configuring the gateway or any other hardware device that use the hosted RADIUS service. WiFi-Soft will be responsible for backups, recovery and regular system maintenance of the RADIUS servers.

b) Gateway and Access point Management service
The Provider is responsible for entering certain technical information for each gateway and access point device in WiFiLAN management platform. This technical information will be used for various features listed here such as authentication, monitoring, alert and notification services and to facilitate end user registration and login process.

c) Subscriber Management
WiFiLAN will provide an interface to manage personal and billing data for the subscribers who have signed up for Provider's service. The Provider is solely responsible for managing, reviewing, editing and deleting the subscriber information.

d) End-User Billing
WiFi-Soft will perform billing services for your end-users. The charges will be determined by WiFi-Soft based on the service plan that the Provider provides in the WiFiLAN platform. The charges will be directly charged to the end-user's credit card that is on file in the WiFiLAN database. WiFiLAN will automatically email a copy of branded statement to your end-user after the credit card is charged successfully. The statement will contain the charges along with the description of the charges, usage (if relevant) and time period for the usage.

e) Service Plans
Provider may create custom service plans through the WiFiLAN platform. If the Provider chooses to self-provision its end-users, the Provider will need to pass a unique identifier to the WiFiLAN management platform during the registration process. This unique identifier is available to the Provider through the WiFiLAN interface.

The end-user billing will use the Service Plan associated with the subscriber account in WiFiLAN database to charge appropriate fee on Provider's behalf.

f) Merchant Processor
WiFi-Soft provides option to the Provider to either use its own WiFi-Soft compatible credit card merchant gateway processor or WiFi-Soft's merchant account. The end-user payments and deposits will be processed against the gateway processor selected by the Provider. If the Provider hasn't selected any processor, then end-user revenues will be collected in our merchant account. All end-user credit card transactions are subjected to processing fees and policies as listed in WiFiLAN. The end-user revenues deposited in our merchant account will be paid to you in form of a check or via electronic transfer and may be reduced with any of WiFi-Soft's service fees. The revenues will be paid to you by the 15th of following month. If the Provider defaults on its payments to WiFi-Soft, then WiFi-Soft reserves the right to convert the merchant account to its own merchant account to collect the necessary fees from the end-user revenues.

g) Network Monitoring
WiFi-Soft will provide an optional network monitoring service that will periodically scan the remote devices to determine whether they are operational. The status will be displayed through the WiFiLAN management portal. The monitoring service is also capable of detecting the status of devices that lie inside the local network (attached devices). The Provider is responsible for configuring the gateways, attached devices and WiFiLAN will necessary technical information. WiFi-Soft is NOT responsible for any maintenance calls, site visits or any other service maintenance or management work that may arise as a result of information indicated within this feature.

h) Install Management
WiFiLAN platform will provide an optional feature to manage the installation and site data for a network installation. The Provider may choose to grant access to its patrons or partners to enter or edit the installation data. The Provider is solely responsible for management and legalities associated with this data.

i) Reporting Services
WiFi-Soft will make available various reports to the Provider through its WiFiLAN platform. The report may vary based on the features that you have selected to use. Provider will not reproduce, copy or alter these reports without prior consent from WiFi-Soft.

j) Problem Ticket Management
An optional problem ticket management feature is available to the Provider through the WiFiLAN management platform. The Provider is responsible for integrating his webpages with WiFiLAN using the API provided by WiFi-Soft. The Provider is solely responsible for collecting and managing this data and resolving end users issues and problems. WiFi-Soft may use this data for constructing and updating its knowledgebase that will be shared with the Provider.

k) Subscriber Provisioning
WiFi-Soft will provide a template registration form that the Provider may customize based on its needs. The Provider may brand the registration form based on its needs, but should display Powered by WiFi-Soft logo on it. Only the Service Plans active in WiFiLAN should be displayed on the registration form.

l) Content Filtering Service
WiFi-Soft will provide an optional Content Filtering service that would allow Provider to block its end-users from accessing restricted or undesired websites. WiFi-Soft uses a third-party database of blocked sites that is updated periodically but has no control on its contents. Under no circumstances, WiFi-Soft would be liable or held responsible for failure to block certain content from reaching the Provider's end-users.

m) Additional Services
WiFi-Soft may provide additional services as requested by you. Any additional services will be subject to this agreement and any fees, policies and procedures that are defined by WiFi-Soft for that service.

2. End User Data and Provider Content

The Provider, and not WiFi-Soft, is solely responsible for the quality, reliability, accuracy, authenticity, legality and intellectual property rights or any other rights to use the end-user data. WiFi-Soft is not liable or responsible for the deletion, destruction, updates, damage, loss or failure to store any end-user data. If the agreement is terminated (other than the breach by the Provider), then WiFi-Soft will make available to the Provider a file of all the end-user data with 7 business days (grace period) of termination if the Provider request for this data during the time of termination. WiFi-Soft may purge the Provider’s end-user data after this grace period and has no obligation to maintain the end-user data after the grace period. WiFi-Soft reserves the right to withhold, remove or purge the end-user data without any notice to the Provider if the Provider breaches the Agreement. WiFi-Soft also reserves the right to remove any Provider’s content that my be deemed as illegal, obscene, indecent, defamatory or violates the legal rights of others.

WiFiLAN may collect some information from the Provider. The Provider is responsible for the accuracy and authenticity of this information and shall not violate any intellectual property or other rights of other people or organizations and shall comply with all local, state, national and international laws, treaties and regulations related to the use of the service. WiFi-Soft will not share any information submitted by the Provider with other parties without the prior content from the Provider. In event of a court action or subpoena, WiFi-Soft may share the Provider or end-user information with law enforcement agencies or other legal and government entities as required by the law.

3. Security

WiFiLAN is a web-based service and requires a login name and password ("Username") to access the service. The Provider must supply WiFi-Soft with accurate, complete and up-to-date registration information for creating an account. The Provider understands that (i) it can't select or use a name or information of another person in an attempt to impersonate that persion; (ii) use rights of any person other that the one accepting this Agreement without authorization. All the information, except for Provider and end-user information, is owned by WiFi-Soft. WiFi-Soft is based in India and compiles with the necessary Indian laws.

The Provider is responsible for keeping its information current and may access the information anytime to keep it updated. The Provider should also regularly review the end-user data to ensure that it is kept accurate. In an event of unauthorized access or security breach to any of the end-user or Provider's information, the Provider should notify WiFi-Soft via email (legal@wifi-soft.com) immediately. The Provider is responsible for maintaining the confidentiality of the end-user and Provider information. WiFi-Soft's representative, agent, employee or any other stakeholder will not ask the Provider to reveal the Username information of the Provider. WiFi-Soft, at its sole discretion, may terminate the Agreement and refer to appropriate law enforcement agencies if the Provider is involved in any fraudulent, abusive or other illegal activity.

4. Intellectual Property and its ownership

WiFi-Soft alone owns all rights, titles and interest, including all related Intellectual Property rights to its Technology, Content, Services and any other suggestions, ideas, feedback, enhancement request or other information provided by the Provider or any other party related to the Service shall become and remain the sole and exclusive property of WiFi-Soft. By signing this Agreement, the Provider is not entitled to any rights of ownership in or related to the Service, WiFi-Soft Technology or its intellectual property owned by WiFi-Soft. The Provider is also not entitled to any WiFi-Soft or its licensors logo, product names, trademarks and trade secrets, and has no right or license is granted to use them unless otherwise specified.

5. Hardware Requirements

The Provider is responsible for supply compatible hardware (access points, computers, gateways, etc) and firmware to use WiFi-Soft's services. The Provider should contact WiFi-Soft's technical representative to obtain the list of compatible hardware prior to ordering or entering into contract. The Provider will be responsible for any hardware incompatibilities that may arise after the Agreement is in effect and may not be relieved from the obligations set forth in the Agreement.

6. Backhaul Providers

The Provider may need to provision backhaul ("Internet connection") from the ISP of its choice. WiFi-Soft is not responsible for ordering, provisioning, maintaining and paying for any backhaul connections associated with this service. WiFi-Soft shall not assume any liability in regards to the backhaul or any hardware equipment associated with the backhaul service. The Provider is responsible for ordering the compatible backhaul to support connection to WiFi-Soft's servers. Provider shall indemnify, hold harmless and/or defend WiFi-Soft from all claims made by the ISP arising from this Agreement or transactions, as per this service, carried over the Internet connection.

7. End-User Marketing and Promotion

WiFi-Soft shall not pay for any cost associated with the end-user marketing, promotions or advertisements to soliciting new registrations at your locations. WiFi-Soft is also not responsible for producing marketing material, brochures, collateral or any other material need to promote the Provider's services. The Provider will not use logo, trademarks, product name or company names of WiFi-Soft or its affiliates unless this Agreement is in effect.

8. Fees and Payment

The Provider is responsible for paying all fees and charges associated with the usage of the service in accordance with the billing terms and fees in effect at the time when the payment is due. The Provider must provide WiFi-Soft with a valid credit card or other billing information for the purchase order before signing up for the Service. WiFi-Soft reserves the right to reject the Provider's application if the billing information is inadequate or it suspects a credit risk associated with the Provider. All the features in WiFiLAN platform are available to the Provider and the Provider will be charged based on the usage of these features each month. The usage will be calculated at the end of the billing cycle for the Provider. WiFi-Soft reserves right to modify the fee structure and charges and/or introduce new charges at any time, with a 4 weeks prior notice to the Provider. The Provider will be notified of the changes via primary email address, and the changes will be posted in WiFiLAN.

9. Provider's Agreements

The Provider shall not set forth provisions in its End-User service Agreements that are inconsistent or in conflict with the WiFi-Soft's Service Agreement. In an event of revisions to the Usage Policy, WiFi-Soft will notify Provider of the changes by posting them on its website, and the Provider shall take necessary steps to amend its service agreement with End-Users in accordance with the revisions.

10. Agreement Period and Termination

The period of this Agreement will be two (2) years and will begin on the effective date of this Agreement. At the end of the service term, either party may terminate the agreement or the Provider may choose to renew the Agreement for another two-year period. The party terminating the Agreement at the end of the service term will give a 30 days prior notice to the other party. The Provider is responsible for paying all outstanding service fees at the time of termination. WiFi-Soft will make available the end-user data in a file to the Provider after 7 business days after termination date, if the data was requested during the time of termination.

If the Provider decides to terminate the Agreement prior to expiration date of the Agreement, then the Provider must notify WiFi-Soft in writing at least 30 business days before the termination. An early termination fee equal to past month’s total charges times three (3) months will be charged to the Provider.

11. Renewals

The Provider can renew the Agreement at the end of the term period for another two (2) years. WiFi-Soft reserves the right to amend the terms of the Agreement during the renewal.

12. Indemnification

Notwithstanding anything else in this Agreement to the contrary, the liability of WiFi-Soft under this Agreement shall be limited to the total amount of money paid by the Provider to WiFi-Soft DCC in accordance with this Agreement. In no event will either party by liable for any indirect, incidental, special, consequential or punitive damages, even if WiFi-Soft had been advised of the possibility of such damages.

13. Governing Law; Forum and Jurisdiction

The relationship of the Parties and all Claims arising out of or related to that relationship, including, but not limited to, the construction and interpretation of any written agreements, including this Agreement, are to be governed by the substantive laws of the District of Pune, India jurisdiction (without regard to conflicts of law principles). This Agreement is performable and enforceable in Pune District Court House, Pune City, India. The Provider agree and consent to the jurisdiction of the state or federal courts located in Pune, India and acknowledge that such courts shall constitute proper and convenient forums for the resolution of any actions between the Parties hereto with respect to the subject matter hereof, and agree that, in such case, these courts shall be the sole and exclusive forums for the resolution of any actions between the Parties with respect to the subject matter hereof. The Parties hereby waive any right to a jury trial under any applicable law including state law. The prevailing Party in any action to enforce this Agreement shall be entitled to recover all related costs of the suit, including reasonable attorneys’ fees and court costs.

14. Force Majeure

WiFi-Soft is not liable for failing to fulfill its obligations due to acts of God or government, civil commotion, military authority, war, riot, strikes, fire or terrorist activities and other causes that are beyond its reasonable control.

15. Resale

The service may be used by Provider and its affiliates for Provider's benefit only and the Provider may not use, rebrand, resell or provide any services of information generated through this service to any third party or permit any end-user or third party to access or use the service.

16. Warranties

WiFi-Soft warrants that the service provided under this Agreement is consistent with the general industry standards and that the service will perform reasonably in accordance with the online help and administration guide available through WiFiLAN under normal use and circumstances. The Provider warrants that all the information provided is accurate and has not falsely impersonated itself to gain access to the service. Additionally, the Provider also warrants that it has the legal standing and authority necessary to enter into this Agreement.

17. Amendments to the Agreement

WiFi-Soft may alter or amend this Agreement or any incorporated material it its discretion. If a significant change is made to the Agreement, then the Provider will be notified via email or through our website, and may have option to accept those changes. The Provider understands that this Agreement contains Standard Terms and Conditions that are subjected to amendments from time to time. The continued usage of the service would be considered as acceptance of the revised Agreement.

18. Complete Agreement

This Agreement and any other agreements attached hereto as addendum, pricing terms, privacy policy and any other policies from WiFi-Soft incorporated into this Agreement as addendum, constitutes a complete agreement between WiFi-Soft and the Provider, and merges, supersedes all other or prior understandings, agreements, arrangements, written or oral, concerning the contents of the Agreement.

WiFi-Soft Service Agreement
Copyright 2005, WiFi-Soft Pvt. Ltd. All rights reserved.

Copyright © 2005 Wifi-soft Pvt. Ltd. All rights reserved.
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