These Terms of Service ("Terms") apply to the Customer's use of the Service that will be provided by GRT. The Customer must read and accept these Terms before using the Service. If the Customer does not agree to these Terms, it must cancel its order for the Service prior to using the Service.

1. DEFINITIONS
   1. In these Terms:

      "Customer" means the entity that wishes to make use of the Service available on its premises and places an order for the Service from GRT or a Reseller;

      "Customer Agreement" means an agreement between the Customer and either GRT or a Reseller providing the Customer with access to and use of the Service;

      "Customer's Services" means the services offered by the Customer to its Subscribers, which services may incorporate use of the Service;

      "Data" means any data "Data", including "Personal Data" or "Sensitive Personal Data", as such terms are defined in the Data Protection Act 1998, relating to Subscribers collected by the Customer in the course of providing the Service;

      "GRT" means Global Reach Technology, Inc., a Delaware corporation #6621093 with a principal place of business at 6203 San Ignacio Avenue, San Jose, CA 95119;

      "Intellectual Property Rights" means patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

      "Licence(s)" means a right for the Customer to access and use the Service for a limited period of time;

      "Portal" means the online portal made available by GRT to the Customer to enable the Customer to create and self-manage a public Wi-Fi network;

      "Releases" means all software releases subsequently delivered by GRT with respect to the Software;

      "Reseller" means an entity that has entered into an agreement with GRT permitting such entity to resell Licences;

      "Service" means GRT's cloud-based managed service through which the Customer may provide Wi-Fi "hot spot" services to Subscribers including, but not limited to, use of the Software; and

      "Software" means the software used by GRT, and made available to the Customer, to provide the Service, including but not limited to the Dashboard;

      "Subscriber" means the Customer's patrons using the Service pursuant to the Subscriber TOS;

      "Subscriber TOS" means the terms of service that govern a Subscriber's use of the Customer's Services.

2. SERVICES
   1. GRT provides the Service in accordance with these Terms.
   2. Occasionally GRT may:
      1. for operational reasons, change the codes or the numbers used by GRT for the provision of the Service, or the technical specification of one or both of them (provided that any change to the technical specification does not materially affect the performance of the Service);
      2. give the Customer instructions which GRT believes are necessary for reasons of health, safety, security or the quality of any telecommunications service provided by GRT to the Customer or any other customer; or
      3. temporarily suspend the Service because of an emergency or for operational maintenance or improvements. The Service will be restored as soon as reasonably practicable.
   3. Access to the Service will depend on the available backhaul network coverage provisioned at the site(s) where the Customer intends to offer the Service, and will be proportionate to the number of Wi-Fi access points, their location and the environment in which they are installed.
   4. The Customer acknowledges that, should it wish to charge Subscribers for access to the Service, it is required to make its own provision for such features. GRT does not provide such services to its Customers.
3. INTELLECTUAL PROPERTY
   1. GRT grants Customer, for the duration of the Customer Agreement, the non-exclusive right to access the Software, all Releases, and all related printed and electronic documentation with respect to such Software ("Documentation") to enable the Customer and its End Users' to use and manage the Service.
   2. All Intellectual Property Rights in the Software, Releases and the Documentation belong to, and remain the property of, GRT or its licensors (as applicable).
   3. The Customer must, except as permitted by law, not:
      1. reverse engineer, copy, decompile or modify the Software and Releases;
      2. copy the Documentation; or
      3. remove any proprietary notice or labels on any Software, Releases or Documentation.
   4. The Customer shall indemnify GRT and all third parties involved in providing the Service to the Customer and Subscribers against all liabilities, costs and expenses (including all interest, penalties, legal costs and other reasonable professional costs and expenses), damages and losses (including but not limited to any direct, indirect, special or consequential losses) suffered or incurred by GRT, or the third party( as the case may be), arising out of or in connection with any claim made against GRT, or the third party (as the case may be), for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the Customer's use of the Service.
4. USE OF THE SERVICE
   1. The Customer acknowledges that its use of the Service is, in addition to these Terms, subject to the terms of the Customer Agreement. In the event of any conflict between these Terms and the Customer Agreement, the Customer Agreement shall take precedence.
   2. The Customer will use the Service in accordance with these Terms, and warrants that it will:
      1. not use the Service for the communication, transmission or receipt of any material which is defamatory or offensive or abusive or of an obscene, nuisance, hoax threatening or menacing character; or in a manner which constitutes a violation or infringement of the rights of any person, firm or company (including but not limited to rights of copyright, privacy or confidentiality); or in a manner that is associated with a criminal offence; or for unlawful or illegal purposes;
      2. be responsible for the security and proper use of all login names and passwords used in connection with the Customer's, and its agent's, use of the Service, and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised people;
      3. take whatever steps the Customer considers necessary to back-up and protect any data on the Customer's IT systems; and
      4. indemnify and defend GRT and all third parties involved in providing the Service to the Customer against all liabilities, costs and expenses (including all interest, penalties, legal costs and other reasonable professional costs and expenses), damages and losses (including but not limited to any direct, indirect, special or consequential losses) arising out of:
         1. a breach of these Terms by the Customer;
         2. any use or misuse of the Service by the Customer or any Subscriber;
         3. any claim made on the basis that the Customer's Subscriber TOS fail to seek the required consents; or
         4. otherwise arising out of the Customer's use of their own Subscriber TOS.
   3. The Customer must not use, or permit the use of, the Service:
      1. to cause annoyance, inconvenience or needless anxiety;
      2. to send or provide unsolicited advertising or promotional material; or
      3. other than in accordance with the Internet standards and acceptable use policies of any connected networks.
   4. The Customer, in order to benefit from the entirety of the Service, shall comply with all reasonable instructions of GRT. In particular, the Customer must point its DNS at the GRT provided DNS for content filtering. In the event that the Customer fails to do so, GRT will not be able to provide approved content filtering and, accordingly, shall not support that element of the Service. Neither GRT nor any Reseller shall have any liability for any failure to provide content filtering that is due to the Customer's failure to comply with this clause 4.4.
   5. Access to the Service is provided to the Customer for Subscribers' use only. Neither the Customer nor any Subscriber may re-sell the Service to any third party for money or money's worth or otherwise provide use of the Service (in the case of the Customer) to anyone other than an Subscriber or (in the case of a Subscriber) to anyone else. For the avoidance of doubt, nothing in this clause 4.5 shall prevent the Customer from charging Subscribers for use of the Service.
   6. The Customer warrants that it shall, at all times, be fully responsible for the provision of the Customer's Services to Subscribers including, without limitation:
      1. putting in place and enforcing appropriate Subscriber TOS, fair usage policies and all other documentation which is or may be required for the provision of the Customer's Services such that a direct contractual relationship will exist between the Customer and the Subscriber;
      2. obtaining all necessary consents required to be given by Subscribers to allow the Services, to the extent that they comprise part of the Customer's Service to be provided;
      3. ensuring that the use and provision of the Services, to the extent that they comprise part of the Customer's Service in any territory comply in all respects with all laws, regulations, codes of practice and the like in force in that territory;
      4. ensuring that the Customer's Services may be suspended or terminated for the reasons for which GRT is entitled to suspend or terminate the Services under these Terms;
      5. assuming responsibility and/or liability for the content that Subscribers upload to and/or download from the internet.
   7. For the avoidance of doubt, GRT accepts no liability either to the Customer or to any Subscriber in connection with the provision of the Customer's Services whether or not such services incorporate any part of the Services.
5. FAIR USAGE POLICY
   1. Use of the Service may be subject to GRT's fair usage policy (as amended from time to time) which is made available by GRT from time to time ("Fair Usage Policy"). GRT's Fair Usage Policy identifies any limits that GRT places on the use of the Services (including, but not limited to, data usage caps or limits on the number of simultaneous users on a single access point) in order to maintain a fast and reliable service for the majority of Subscribers.
   2. GRT reserves the right to update and amend the Fair Usage Policy from time to time in order to maintain a fast and reliable service. Any changes to the policy will be brought to the Customer's attention. Whilst the Customer shall be responsible for checking the Fair Usage Policy from time to time, GRT shall endeavour to notify the Customer of any material amendments by email.
6. PORTAL AND DATA CAP
   1. The Portal is made available to the Customer solely for the purposes of enabling the Customer to create and self-manage a public WiFi network as part of the Service. Access to the Portal is also, in addition to these Terms, subject to the terms of the Customer Agreement.
   2. The Customer acknowledges that there is a variable cap described in the Portal, on the size of any advert, image, logo or similar item loaded on the Portal by, or on behalf of, the Customer.
   3. In the event that any advert, image, logo or similar item that the Customer wishes to use on the Portal exceeds the cap set out clause 6.2, GRT shall, at its discretion, either:
      1. reject such advert, image, logo or similar item; or
      2. restrict the resolution or data size of such advert, image, logo or similar item.
7. PERSONAL DATA
   1. If GRT processes any Personal Data on the Customer's behalf when performing its obligations under these Terms, the parties record their intention that the Customer shall be the "Data Controller" and GRT shall be a "Data Processor" (as such terms are defined in the Data Protection Act 1998) and in any such case:
      1. the Customer acknowledges and agrees that the Personal Data may be transferred or stored within the EEA or any country outside of the EEA where the Customer and/or GRT is located in order to carry out the Services and GRT's other obligations under these Terms. The parties, as "data exporters" shall ensure that such transfer or storage, will be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
      2. the Customer shall ensure that it is entitled to transfer the relevant Personal Data to GRT so that GRT may lawfully use, process and transfer the Personal Data in accordance with these Terms;
      3. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation in the relevant jurisdiction;
      4. GRT shall process the Personal Data only in accordance with the terms of these Terms and any lawful instructions reasonably given by the Customer from time to time. The Customer acknowledges that GRT is reliant on the Customer for direction as to the extent to which GRT is entitled to use and process the Personal Data and that the Customer alone as Data Controller shall determine the purposes for which and the manner in which such Personal Data will be processed by GRT;
      5. GRT shall notify the Customer forthwith, and in any event, no later than 12 hours from the time it comes to GRT's attention, that any Personal Data has been the subject of accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, or any other unlawful form of processing;
      6. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage; and
      7. the Customer acknowledges that in providing the Service GRT may be required by law to delete or disclose Personal Data, and that such deletion or disclosure shall be made only in accordance with the requirements of the relevant lawful regulatory authority.
   2. The Customer shall indemnify and defend GRT and all third parties involved in providing the Service to the Customer against all liabilities, costs and expenses (including all interest, penalties, legal costs and other reasonable professional costs and expenses), damages and losses suffered or incurred by GRT, or any such third party, arising out of:
      1. any failure to comply with the provisions of any applicable data protection legislation (save where such failure to comply is solely as a result of a breach by GRT of its obligations under these Terms) and any unauthorised collection and/or processing of Subscriber's Personal Data; and
      2. any action or omission by GRT, to the extent that such action or omission resulted directly from the Customer's instructions.
8. SEEKING CONSENT FROM SUBSCRIBERS
   1. GRT is prepared to work with the Customer to modify the Service and/or Software in such manner so as to enable the Customer to seek specific consents from Subscribers. The Customer is invited to approach GRT with respect to any such requirement.
   2. In the event that GRT modifies or develops the Service pursuant to a Customer request, GRT makes no warranties as to the legality of the consents obtained through such modification or development and the Customer shall still be required to indemnify GRT in accordance with clause 8.2.
9. DATA
   1. The Customer hereby grants, to the extent necessary, GRT a non-exclusive, royalty-free and perpetual licence to use its confidential information for the purposes of providing the Service to the Customer.
   2. In consideration for GRT providing the Service to the Customer, the Customer hereby grants to GRT a non-exclusive, royalty-free, irrevocable and perpetual licence to use any Intellectual Property Rights that arise in relation to any Data:
      1. for the purpose of providing the Service to the Customer;
      2. in the course of its business anonymised and/or aggregated Data for the purposes of maintaining its infrastructure, capacity planning, providing services to other customers, and developing new software and services; and
      3. non Customer identifiable Data that is anonymised and/or aggregated Data only for the purposes of analysing and commenting on industry trends and developments and to develop its business with existing and new customers.
10. SUSPENSION OR TERMINATION OF ACCESS TO, AND USE OF, THE SERVICE
    1. The Customer's access to the Service will automatically cease and be deactivated upon the expiry of the Customer Agreement.
    2. GRT may terminate or suspend the Customer's access to the Service, without advance, notice if:
       1. the term for which the Customer has purchased the Service expires;
       2. the Customer Agreement is terminated for any reason whatsoever;
       3. GRT is instructed to do so by any Reseller pursuant to the terms of a Customer Agreement;
       4. GRT reasonably believes that the Customer or others (whether under the Customer's control or not) are misusing the Service including ,but not limited to, making use of the Service for illegal purposes;
       5. the Customer otherwise breaches these Terms;
       6. the Customer or its representatives are persistently abusive or make threats, repeatedly cause a nuisance or annoyance or otherwise act illegally towards GRT staff or GRT's property or that of GRT's agents or any third party involved in providing the Service to the Customer;
       7. GRT is told to do so by the Government or other lawful regulatory authority or the emergency services;
       8. the Customer allows anything to happen through the Service which in GRT's reasonable opinion may have the effect of jeopardising the operation of the Service, or the Service is being used in a manner which is against the Customer's best interest, the best interests of other customers and/or GRT or any third party involved in providing the Service to the Customer; or
       9. the Customer uses any equipment or other hardware to access the Service which is defective or illegal and GRT has reasonable ground to believe that such equipment or hardware may affect the operation and/or security of the Service.
    3. GRT has the right to step in and alter the Configuration of the Service in the event that GRT reasonably believes that either the Customer or a Subscriber is has Configured the Service or otherwise making use of the Service for illegal purposes or if such Configuration or use affects the operation and/or security of the Service. The Customer agrees that in such circumstances GRT has the right to access the Service without requiring any further permission to do so, and in GRT's sole discretion without notice to the Customer.
    4. GRT has the right to suspend the Service in the event of a breach by any Subscriber of the Subscriber TOS, including without limitation:
       1. if any Subscriber uses equipment which is defective or illegal;
       2. if any Subscriber causes any technical or other problems to the Service;
       3. if in GRT's reasonable opinion any Subscriber is involved in fraudulent or unauthorised use of the Service;
       4. if the Subscriber resells or otherwise provides access to the Service in breach of clause 4.5 above; or
       5. if any Subscriber uses the Service in contravention of the Subscriber TOS.
11. DISCLAIMER
    1. Save for as expressly set out in these Terms and any applicable specification provided by GRT to the Customer, all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into these Terms or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
    2. The Customer acknowledges that any third party software provided as part of the Service (including, but not limited to, content filtering software) is provided "as is" and expressly subject to the disclaimer in clause 12.1.
    3. In respect of content filtering, the Customer expressly acknowledges that:
       1. no content filtering service is 100% accurate;
       2. it uses such services entirely at its own risk;
       3. it is, as set out above, provided "as is" and, accordingly, GRT does not warrant that it will achieve any particular intended result or meet any particular requirements of the Customer; and
       4. GRT will not be liable for any content accessed through the Service by any Subscriber (in particular, where such user intentionally circumvents the operation of any content filtering).
12. LIMITATION OF LIABILITY
    1. Nothing in these Terms shall restrict or exclude either party's liability for fraud or for death or personal injury caused by it or its employees' or agents' negligence, nor for any other liability which cannot be excluded or limited by law.
    2. Subject to clause 13.1:
       1. GRT shall not be liable for any: loss of profits, loss of business; loss or corruption of data or information; which arise out of or in connection with the Service; and
       2. GRT's total liability to the Customer in respect of all other losses arising under or in connection with the Customer use of the Service and the Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total value of the Customer's order for the Service.
    3. The Customer shall at all times be under a duty to mitigate any losses suffered by the Customer.
13. CUSTOMER SLA
    1. GRT will provide the Service in accordance with any GRT service level agreement which is made available to the Customer by the Reseller or GRT upon request.
    2. The Customer acknowledges that GRT's ability to perform to the SLA may require reasonable remote access to Customer's network, subject always to compliance by GRT with the Customer's written access policies and procedures (as notified to GRT).
14. SURVIVAL
    1. In addition to those surviving implicitly, the following clauses shall survive termination of the Customer Agreement and the expiration or termination of the Customer's access to the Service:
       1. Clauses 3.4 and 4.2.4 (Customer Indemnities);
       2. Clause 8 (Personal Data);
       3. Clause 10.2 (Perpetual Licence);
       4. Clause 12 (Disclaimer); and
       5. Clause 13 (Limitation of Liability).
15. NOTICES
    Any notice or other communication required to be given to a party under or in connection with these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or other next business day delivery service at its registered office (if a company) or (in any other case) its principal place of business or residential address, or sent by fax to the other party's main fax number. Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address, or if sent by fax, at 9.00 am on the next business day after transmission, or otherwise at 9.00 am on the second business day after posting or at the time recorded by the delivery service.
16. FORCE MAJEURE
    Neither party shall in any circumstances be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Customer or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
17. WAIVER AND REMEDIES
    1. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    2. The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
18. GOVERNING LAW AND JURISDICTION
    These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and the parties irrevocably agree that the courts of England have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).