ACCEPTANCE OF THE TERMS OF SERVICE
The website, the URL of which is www.ngagewifi.com, and any product, feature, software, application, data feed and service associated with such website shall hereinafter be referred to together as the "Website". The Website is a copyrighted product of NGAGE Ltd ("we", "us", "our", or "Company").
Your use of the Website shall be subject to the terms and conditions contained in the Agreement. By using the Website, however accessed, you accept and agree to be bound by the terms and conditions of the Agreement. If you do not agree to be bound by any of the provisions contained in the Agreement, please do not access or use the Website.
You may not use the Website and may not enter into the Agreement if (a) you are not of legal age to form a binding contract with us, or (b) you are a person who is either barred or otherwise legally prohibited from receiving or using the Website under the laws of the country in which you are a resident or from which you access or use the Website.
Subject to the provisions contained under section 'Entire Agreement' (General Provisions), the present Agreement does not alter in any way the terms or conditions of any other written agreement you may have with the Company (e.g. for advertising or other products and services such as white label services).
In order to be able to use all the services available via the Website you will need to create an account ("Account") and provide certain information about yourself as requested by the Company in the online registration form or through phone registration. You represent and warrant that (a) all required registration information you submit is truthful and accurate, (b) you will maintain the accuracy of such information, and (c) your use of the Website does not violate any applicable laws.
You shall be responsible for (a) maintaining and ensuring the confidentiality and security of your Account's login information, and (b) all activities that are conducted under your Account. You agree not to disclose your password to any third party and you shall be solely responsible for any use of or action taken through the use of such password on the Website. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement. By using your Account, you acknowledge and agree that the Company's account security procedures are commercially reasonable. You agree to immediately notify the Company in the event of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security.
You may close your Account at any time and for any reason by following the instructions on the Website. The Company may suspend or terminate your Account in accordance with the present Agreement.
LICENCE GRANTED TO YOU
Licence. Subject to the terms and conditions of the Agreement, the Company grants you a worldwide, non-transferable, non-sublicensable and non-exclusive licence of the right to use the Website.
General Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not sublicense, sell, rent, lease, reproduce, copy, transfer, assign, distribute, host, or otherwise commercially exploit any part of the Website; (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, reverse engineer or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of any part of the Website; (c) you shall not access the Website in order to build a similar or competitive service; (d) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (e) you shall not remove or destroy any copyright notices or other proprietary markings contained on the Website; (f) you shall not use, or encourage, promote, facilitate or instruct other users to use, the Website for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive (including content which offends religious sensibilities).
You agree not to use the Website in order to: (a) upload or distribute any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or a mobile device or data; (b) collect information or data regarding other users, including e-mail addresses, without their consent (e.g., using harvesting bots, robots, spiders, or scrapers); (c) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Website (e.g., a denial of service attack); (d) attempt to gain unauthorized access to the Website or servers or networks connected to the Website (e.g., through password mining); or (e) interfere with another user's use and enjoyment of the Website.
Modification. We reserve the right, at any time, to modify, suspend, or discontinue the operation of the Website or any part thereof, with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of operation of the Website or any part thereof.
Ownership. We and our licensors (where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Website and content therein. As stated above, the right to use the Website is licensed to you; this means that the Website is under no circumstances sold/transferred to you. Indeed, the Agreement does not convey to you any rights of ownership in or related to the Website. Our name, logo, and other names associated with the Website belong to us (or to our licensors, where applicable), and no licence of the right to use them by implication, estoppel or otherwise is granted to you hereunder. We (and our licensors, where applicable) reserve all rights not granted in the Agreement.
SERVICES FEES, CANCELLATION, 30-DAY MONEY BACK GUARANTEE & OTHER PAYMENTS TERMS
By using the Website, you agree to pay all associated fees, if any (e.g. plan fees, subscription fees, white label service fees). The Company reserves the right to adjust its fee structure at any time. You may cancel your subscriptions at any time and for any reason, however, all fees are non-refundable. Therefore, a cancellation will only cancel future billings. The Company reserves the right to revoke access to the Website if the applicable fees are not paid when due.
Notwithstanding the foregoing, for monthly subscription services, we offer a full 30-day money-back guarantee. Your fees will be refunded if you cancel your monthly subscription in writing within the first thirty (30) days as of the date when you first subscribed to the services. No refunds will be provided after the 30-day money-back guarantee period.
Definition. "Your Content" means any and all content and information (including personally identifiable information, mobile website, text, textual comments, messages, email campaigns, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials) that you post, upload, display, publish or share via or on the Website.
Your Content. You are solely responsible for Your Content and you assume all risks associated with the use of Your Content, including any reliance on its accuracy, completeness or usefulness by third parties, or any disclosure of any content that makes you or any third party personally identifiable. The Company does not endorse Your Content or any opinion, recommendation, or advice expressed therein, and the Company expressly disclaims any and all liability in connection with Your Content. You may not state or imply that Your Content is in any way provided, sponsored or endorsed by the Company.
You represent and warrant the following to the Company: (i) you own or otherwise control all of the rights to the content that you publish on the Website or submit to the Company; (ii) such content is accurate; (iii) use by the Company of the content supplied does not violate the Company's policies or any applicable law; and (iv) you will indemnify and hold harmless the Company and/or the Company's affiliates from and against any and all claims, damages or other liabilities suffered by the Company and/or the Company's affiliates as a result of the content supplied by you.
Rights You License. You retain all of your ownership rights in Your Content. However, regarding any part of Your Content that is protected by intellectual property rights, such as, but not limited to, photos, videos and textual comments ("Licensed Content"), you specifically grant to:
the Company, a non-exclusive, transferable, royalty-free and worldwide licence of the right to reproduce, copy, run, distribute, publicly display, publicly perform, prepare derivative works of, incorporate into other works, and otherwise use any Licensed Content that you post, upload, display, publish or share via or on the Website;
each Website user, a worldwide, non-exclusive and royalty-free licence of the right to (1) access your Licensed Content through the Website, and (2) use, display, share and perform such Licensed Content provided that such activities are permitted under the laws of the country in which you are a resident or from which you use the Website.
The definition of the "Licensed Content" shall not include any content that contains trade or service marks.
The above licences granted by you (in your Licensed Content) shall terminate when you remove or delete your Licensed Content from the Website.
Content restrictions/requirements: You agree not to use the Website in order to upload, distribute, or otherwise transmit any content (a) that violates 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) that is tortious, trade libelous, defamatory, false, or intentionally misleading, (c) that is harassing, abusive, threatening, harmful, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual, or is otherwise objectionable, (d) that is harmful to minors in any way; (e) that constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (f) that violates of any law, regulation, or contractual obligations.
You agree that you will not post, upload, publish or display any content which contains material which it is unlawful for you to possess in the country in which you are a resident, or which it would be unlawful for the Company to use or possess in connection with the provision of the Website.
Enforcement. On becoming aware of any potential violation of the Agreement, the Company reserves the right (but shall have no obligation) to decide whether any part of Your Content complies with the content requirements set out in the Agreement and may remove any such part of Your Content and/or terminate your access for uploading any content which is in violation of the Agreement at any time, without prior notice and at its sole discretion.
Content of Other Users. You understand and acknowledge that in using the Website, you may be exposed to content (posted by other Website users) that is factually inaccurate, offensive, indecent, or otherwise objectionable to you. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the Company with respect to any such content.
You may not sell, license, or commercially exploit for any purpose whatsoever any content belonging to other users of the Website without the prior written consent of the owner of any such content. Moreover, you may not download, copy, reproduce, distribute, transmit, broadcast, display any content posted on the Website by other Website users that contains trade or service marks without the prior written consent of the owner of any such content.
TERM AND TERMINATION
You hereby acknowledge and agree that the Agreement shall come into force on the date you first use the Website and accept provisions contained in the Agreement and will remain in force and effect until terminated in accordance with the Agreement.
You may terminate the Agreement at any time and for any reason by closing/deleting your Account by following the instructions on the Website.
The Company may (a) suspend your rights to use the Website and/or your Account, and/or (b) terminate the Agreement, at any time for any reason at the Company's sole discretion with or without notice to you, including if the Company believes you have violated any provision of the Agreement. Without limiting the foregoing, the Company reserves the right to terminate its contractual relationship with any Website user who repeatedly infringes upon third party copyright rights.
Upon termination of the Agreement, your Account and right to use the Website will automatically and immediately terminate. You understand that the closure/termination of your Account may involve deletion of Your Content from the Website and the Company's databases.
Any termination of this Agreement (howsoever occasioned) shall not affect any accrued legal rights, obligations and liabilities of either you or the Company, nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after any such termination.
You agree to defend, indemnify and hold harmless the Company, its directors, employees, agents, independent contractors, service providers and consultants, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any part of Your Content you provide to the Company or post to, store or otherwise publish on the Website or your use of or inability to use the Website, including without limitation any actual or threatened suit, demand or claim made against the Company and/or its directors, employees, agents, independent contractors, service providers and consultants, arising out of or relating to Your Content, your conduct, your violation of the Agreement or your violation of the rights of any third party.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY THE COMPANY, THE WEBSITE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE COMPANY USES THIRD PARTY VENDORS AND HOSTING PARTNERS TO PROVIDE THE NECESSARY HARDWARE, SOFTWARE, NETWORKING, STORAGE, AND RELATED TECHNOLOGY REQUIRED TO RUN THE WEBSITE. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE WEBSITE, THE COMPANY DOES NOT REPRESENT OR WARRANT THAT CONTENT FOUND ON THE WEBSITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. THE COMPANY SHALL NOT BE RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS FOUND ON THE WEBSITE, INCLUDING RELATING TO PRICING, TEXT OR PHOTOGRAPHY.
LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE OR OF CONTENT OWNED BY ANY WEBSITE USER (INCLUDING YOU), INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE COMPANY OR THE WEBSITE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE WEBSITE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY, ITS DIRECTORS, EMPLOYEES OR AGENTS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE WEBSITE, EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO THE COMPANY TO ACCESS TO OR USE OF THE WEBSITE.
Entire Agreement. The Agreement, as well as any policies incorporated herein by reference, constitute the entire agreement between you and the Company with respect to the subject matters hereof and supersedes all prior discussions and agreements (whether in writing or oral) between you and us with respect to such subject matters (including any prior licence agreements and terms of service).
Changes to This Agreement. Company reserves the right to change this Agreement as we may deem necessary from time to time or as may be required by law. Any changes will be immediately posted on the Website and you are deemed to have accepted the terms of the Agreement on your first use of the Website following any such changes.
Waiver. The Company's failure to exercise or enforce any right or provision of the Agreement shall not operate as a waiver of such right or provision.
Assignment. The Company may assign, transfer or otherwise dispose of the Agreement in whole or in part or any of our rights hereunder in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets, or other operation of law, without your consent. The terms and conditions of the Agreement shall be binding upon assignees.
Severability. If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, (i) the other provisions of the Agreement will be unimpaired, and (ii) the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Applicable Law and Venue. The Agreement and your use of the Website shall be governed by and construed in accordance with the laws of England and Wales without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction.
Should a dispute arise between you and the Company, the Company's goal is to provide you with a neutral, amicable, quick and cost-effective means of resolving any dispute. Accordingly, you and the Company hereby agree that you and the Company shall first attempt to resolve any claim, dispute or controversy at law or equity that arises out of these Agreement in an amicable way prior to submitting any such claim, dispute or controversy to the jurisdiction of courts in accordance with the last paragraph of the present section (below).
You agree to submit to the personal jurisdiction of the courts located within County of Los Angeles, CA for the purpose of litigating all claims or disputes. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our intellectual property rights in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. In any action of any kind relating to this Agreement, the prevailing party shall be entitled to collect reasonable attorneys' fees and costs from the non-prevailing party in addition to any other recovery to which the prevailing party is entitled.