Terms of use

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WiFi Map – Terms of Use

February 22, 2021

These terms of use (“Terms”) apply to persons anywhere in the world
(each such person, a “User” or “you”) who install, access or
use the mobile application (“App”) published by WiFi Map LLC (“WiFi
Map” or “we”). PLEASE READ THESE TERMS CAREFULLY, AS THEY ARE A
LEGAL AGREEMENT BETWEEN YOU AND WIFI MAP.

PLEASE BE ADVISED: THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW
CLAIMS THAT YOU AND WIFI MAP HAVE AGAINST EACH OTHER CAN BE BROUGHT
(SEE SECTION 4 BELOW). THOSE PROVISIONS WILL, WITH LIMITED
EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST WIFI MAP
TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A
PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE
ACTION OR PROCEEDING.

In order to install, access or use the App, you must be of legal age
for those activities in the jurisdiction in which you are located.
If you are not of legal age, you must not install, access or use the
App.

1. Binding Agreement; Termination

Your installation of, access to or use of our App constitutes your
binding agreement to those Terms, including the dispute resolution
and arbitration provisions. If at any time you disagree with these
Terms, you must refrain from installing our App, or, if you have
already installed our App, refrain from accessing or using it and
delete it. These Terms contain the entire agreement between you and
WiFi Map, and supersede any prior agreements or arrangements with
you that relate in any way to WiFi Map or the App.

WiFi Map reserves the right to immediately terminate these Terms and
any services provided by WiFi Map, including its publication of the
App and provision of any content, information, functionality or
other services through the App, at any time, either with respect to
you or generally, for any reason, including your violation of these
terms, or for no reason. The preamble above, this{” “}
Section 1, 2–4 and Sections 6–19 shall survive the
termination of these Terms.

2. Governing Law

These Terms, and any claims, disputes or controversies related to
your use of the App or any content, information and related
materials (“Content”) provided through the App or otherwise
related to the relationship between you and WiFi Map, whether
contractual or non-contractual, are governed by the laws of the
State of New York, United States of America, without giving effect
to any choice or conflict of law provision or rule, whether in the
State of New York or any other jurisdiction, that would cause the
laws of any jurisdiction other than the State of New York to apply.

3.{” “}
Jurisdiction and Venue for Claims not Subject to Arbitration

The New York state and United States federal courts sitting in New
York County, New York shall have exclusive jurisdiction over any
claims, disputes or controversies related to these Terms, your use
of the App or any Content provided through the App, or otherwise
related to the relationship between you and WiFi Map, whether
contractual or non-contractual, that are not subject to mandatory
arbitration under Section 4.

4. Mandatory Binding Arbitration

(a) Agreement to Arbitrate

Any claims, disputes or controversies related to these Terms, your
use of the App or any Content provided through the App, or otherwise
related to the relationship between you and WiFi Map, whether based
in contract, tort, statute, fraud, misrepresentation, or any other
legal theory, regardless of when they arise and regardless of any
termination of these Terms, shall be determined by mandatory binding
individual (not class) arbitration.

The arbitrator shall have the exclusive power to rule on his or her
own jurisdiction, including any objections with respect to the
existence, scope or validity of the this agreement to arbitrate or
to the arbitrability of any claim or counterclaim. Arbitration is
more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN
ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
There may be more limits on the availability and scope of discovery
than in court. The arbitrator must follow these Terms and can award
the same damages and relief as a court (including attorney fees),
except that the arbitrator may not award any relief, including
declaratory or injunctive relief, benefiting anyone but the parties
to the arbitration. This arbitration provision will survive
termination of these Terms.

(b) Exceptions

Notwithstanding Section 4(a), nothing in these Terms,
including this Section 4, will be deemed to waive,
preclude, or otherwise limit either of our rights, at any time, to
(i) bring an individual action in a U.S. small claims court for
a matter within the jurisdiction of that court or (ii) bring an
individual action seeking only temporary or preliminary
individualized injunctive relief in a court of law, pending a final
ruling from the arbitrator. In addition, the agreement to arbitrate
in this Section 4 doesn’t stop you or us from bringing
issues to the attention of federal, state, or local agencies. Those
agencies can, if the law allows, seek relief against us on your
behalf (or vice versa).

(c) No Class or Representative Proceedings: Class Action Waiver

YOU AND WIFI MAP EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN
YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS
MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both
you and WiFi Map agree, no arbitrator or judge may consolidate more
than one person’s claims or otherwise preside over any form of a
representative or class proceeding. The arbitrator may award
injunctive relief only in favor of the individual party seeking
relief and only to the extent necessary to provide relief warranted
by that party’s individual claim. If a court decides that applicable
law precludes enforcement of any of this paragraph’s limitations as
to a particular claim for relief, then that claim (and only that
claim) must be severed from the arbitration and may be brought in
court.

(d) Arbitration Rules

Either you or WiFi Map may start arbitration proceedings. Any
arbitration between you and WiFi Map will take place in the English
language under the Consumer Arbitration Rules of the American
Arbitration Association (“AAA”) then in force (the “
AAA Rules”), as modified by this Section 4. The
Federal Arbitration Act shall apply to, and govern the
interpretation and enforcement of, this provision (despite the
choice of law provision above). The AAA Rules, as well as
instructions on how to file an arbitration proceeding with the AAA,
appear at adr.org, or you may call the AAA at 1-800-778-7879. WiFi
Map can also help put you in touch with the AAA.

Any arbitration hearings will take place in the county (or parish)
of your residence, provided that if the claim is for $25,000 or
less, you may choose whether the arbitration will be conducted
(i) solely on the basis of documents submitted to the
arbitrator; (ii) through a non-appearance based telephonic
hearing; or (iii) by an in-person hearing as established by the
AAA Rules in the county (or parish) of your residence.

If you choose to file an arbitration proceeding and you are required
to pay a filing fee, WiFi Map will reimburse you for that filing
fee, unless your claim is for greater than US $10,000, in which case
you will be responsible for the filing fee. WiFi Map will pay any
other arbitration fees, including your share of arbitrator
compensation, unless otherwise required by the AAA Rules or court
order. Regardless of the manner in which the arbitration is
conducted, the arbitrator shall issue a reasoned written decision
sufficient to explain the essential findings and conclusions on
which the decision and award, if any, are based. The arbitrator may
make rulings and resolve disputes as to the payment and
reimbursement of fees or expenses at any time during the proceeding
and upon request from either party made within 14 days of the
arbitrator’s ruling on the merits.

(e) Notice; Process

A party who intends to seek arbitration must first send a written
notice of the dispute to the other, by certified mail, Federal
Express, UPS, or Express Mail (signature required), or if we do not
have a physical address on file for you, by electronic mail (“
Notice”). WiFi Map’s address for Notice is: WiFi Map LLC,
Attn: President, 25 Broadway, 9th Floor, New York, NY 10004, USA.
The Notice must (i) describe the nature and basis of the claim
or dispute; and (ii) set out the specific relief sought (“
Demand”). You and WiFi Map each shall use good faith efforts
to resolve the claim directly, but if we do not reach an agreement
to do so within 30 days after the Notice is received, you or WiFi
Map may commence an arbitration proceeding. During the arbitration,
the amount of any settlement offer made by you or WiFi Map shall not
be disclosed to the arbitrator until after the arbitrator makes a
final decision and award, if any. All documents and information
disclosed in the course of the arbitration shall be kept strictly
confidential by the recipient and shall not be used by the recipient
for any purpose other than for purposes of the arbitration or the
enforcement of the arbitrator’s decision and award and shall not be
disclosed except in confidence to persons who have a need to know
for such purposes or as required by applicable law.

(f) Enforceability

If the agreement to arbitrate in this Section 4 is
invalidated in whole or in part, the exclusive jurisdiction and
venue described in Section 3 shall govern any claim in
court arising out of or related to these Terms.

5. Grant of License

Subject to your compliance with these Terms, WiFi Map hereby grants
you a limited, non-exclusive, non-sublicensable, revocable,
non-transferable license to install, access and use the App on your
personal mobile device solely for the purpose of accessing and using
any Content provided through the App to locate and access WiFi
hotspots, solely for your own personal use, and not for (a) you
to share with any other individual or entity or (b) any
commercial use whatsoever. You shall not use any Content provided
through the App to build, expand or validate any database of WiFi
hotspot information, nor shall you use the Content provided through
the App to provide any WiFi hotspot information to any other
individual or entity.

6. Ownership

The App, and all Content that WiFi Map provides through the App, are
and shall remain WiFi Map’s property or the property of WiFi Map’s
licensors. Neither these Terms nor your use of the App convey or
grant to you any rights (a) in or related to the App or any
Content, except for the limited license granted in{” “}
Section 5, or (b) to use or reference in any manner
WiFi Map’s company names, logos, product and service names,
trademarks or service marks, or those of WiFi Map’s licensors.

7. Restrictions

You shall not (a) remove any copyright, trademark or other
proprietary notices from the App or any Content provided through the
App; (b) reproduce, modify, prepare derivative works based
upon, distribute, license, lease, sell, resell, transfer, publicly
display, publicly perform, transmit, stream, broadcast or otherwise
exploit the App or any Content provided through the App, except as
expressly permitted by WiFi Map in writing; (c) decompile,
reverse engineer or disassemble the App or any Content provided
through the App; (d) link to, mirror or frame the App or any
Content provided through the App; (e) cause or launch any
programs or scripts for the purpose of scraping, indexing,
surveying, or otherwise data mining the App or any Content provided
through the App or unduly burdening or hindering the operation or
functionality of any aspect of the services that we provide through
the App; or (f) attempt to gain unauthorized access to or
impair any aspect of the App or its related systems or networks.

Without limiting the generality of the immediately preceding
paragraph, you shall use any information that you obtain through the
App concerning WiFi hotspots solely for the purpose of
accessing those hotspots yourself, and not for any other
purpose.

8. Privacy Policy

Your installation of, access to and use of our App constitutes your
agreement to our privacy policy in effect from time to time, which
is available here:
http://www.wifimap.io/privacy
(the “Policy”). If at any time you disagree with the
Policy, you must refrain from installing our App, or, if you have
already installed our App, refrain from accessing or using it and
delete it.

9. Third Party Services and Content

Our App, and the Content that we provide through our App, may
incorporate, or be made available or accessed in connection with,
third party services and content, including advertising, the we do
not control. Different terms of use and privacy policies may apply
to your use of those third party services and content. We do not
endorse those third party services and content, and in no event
shall we be responsible or liable for any acts, omissions, products
or services of those third party providers.

10. User Content

(a) Uploads of User Content

The primary function of our App is crowdsourcing from our Users
information about WiFi hotspots and making that information
available to our Users to help them locate and access WiFi hotspots.
Accordingly, we may, in our sole discretion, permit you from time to
time to submit, upload or otherwise make available to us, through
the App, information about WiFi hotspots and other related
information (“User Content”). We are not obliged to accept,
retain or make available any User Content.

You shall not submit, upload or otherwise provide to us any User
Content that is false, erroneous, misleading, illegal or malicious,
nor shall you submit, upload or otherwise provide to us any User
Content if your doing so violates the rights of any hotspot owner or
operator or other third party. You shall be solely responsible for
any obligation to pay any royalties or other amounts in connection
with any use or exploitation of any User Content.

(b) Grant of License to User Content

By providing User Content to WiFi Map, you grant WiFi Map a
worldwide, perpetual, irrevocable, transferable, royalty-free
license, with the right to sublicense, to use, copy, modify, create
derivatives works of, distribute, publicly display, publicly perform
and otherwise exploit in any manner, commercial or otherwise, that
User Content in all formats and distribution channels now known or
hereafter devised, including disseminating that User Content to
other Users through the App, without further notice to or consent
from you, and without the requirement of payment to you or any other
individual or entity.

(c) Sufficient Rights in User Content

You represent and warrant that (a) you either are the sole and
exclusive owner of all User Content or you have all rights,
licenses, consents and releases necessary to grant WiFi Map the
license to the User Content as set out above, free and clear of any
obligations on WiFi Map’s part, including any obligation to pay any
royalties; and (b) neither the User Content, nor your
submission, uploading or otherwise making available the User
Content, nor our use of the User Content as permitted by these
Terms, will infringe, misappropriate or violate a third party’s
intellectual property or proprietary rights, or rights of publicity
or privacy, or result in the violation of any applicable law or
regulation.

Without limiting the generality of the immediately preceding
paragraph, you represent and warrant that, in each instance in which
you upload the password to a WiFi hotspot through our App, or
otherwise make a password for a hotspot available to us, you are the
owner of the hotspot, or have been authorized by the owner of the
hotspot to upload the password through our App or otherwise make it
available to us. IF YOU ARE NOT THE OWNER OF A HOTSPOT, AND YOU HAVE
NOT BEEN AUTHORIZED BY THE OWNER TO UPLOAD THE PASSWORD THROUGH OUR
APP OR OTHERWISE MAKE IT AVAILABLE TO US, YOU MUST NOT UPLOAD THE
PASSWORD THROUGH OUR APP OR OTHERWISE MAKE IT AVAILABLE TO US.

11. Network Access and Devices

You are responsible for obtaining the mobile network or WiFi access
necessary to use our App. Your mobile network’s data rates and fees
may apply if you install, access or use the App from your mobile
device. You are responsible for acquiring and updating compatible
devices and operating systems necessary to access and use the App
and any updates to the App. We do not guarantee that the App, or any
function of the App, will function on any particular device or with
any particular operating system. In addition, the use of the App may
be subject to malfunctions and delays inherent in the use of the
Internet and electronic communications.

12. Paid Services

Some of the Services (e.g. obtaining updated footage, unlocking
advanced features) provided by WiFi Map will need to be paid for
use, but we will provide a free trial period for use. You may choose
our annual package for the paid services. Once the fees are duly
paid in full, you will acquire the paid services within the
subscription period. For paid services, we will obtain your consent
before collection of payment. In the future, WiFi Map may comprise
further paid services. If you already subscribed the paid services
during the period the further paid services is updated, you will be
able to use the further paid services during the subscription period
without extra charge, provided that: 1) no extra charge is required
by us; 2) you update WiFi Map as may be required to use the further
paid services.

For any paid services offered by us, we accept payment via the
current payment method indicated prior to purchase, which may
include Apple Payments and any other form of payment that we make
available to you from time to time. You agree to abide by any
relevant Terms of use or other legal agreement whether with Apple,
Google or a third party, that governs your use of a given payment
processing method.

We could modify about our payment policy according to practical
needs. Some free services may become paid services in the future. If
the fee is not paid on time and in full, you will no longer be able
to use the paid services when we start to charge fees. In the event
there is a price reduction or promotion, we will not provide price
protection or refund your payment. Please be aware that, as long as
you purchase the paid service, we will not refund the payment to you
whether or not you use such service.

13. Disclaimers

THE APP, AND THE CONTENT MADE AVAILABLE THROUGH IT, ARE PROVIDED “AS
IS” AND “AS AVAILABLE.” WIFI MAP DISCLAIMS ALL REPRESENTATIONS AND
WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN
THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

IN ADDITION, WIFI MAP MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE
CONCERNING, AND SHALL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR,
(A) THE RELIABILITY, INCLUDING SERVICE AVAILABILITY, OF THE
APP, (B) THE ACCURACY AND CURRENCY OF THE CONTENT MADE
AVAILABLE THROUGH THE APP, (C) THE INTERCEPTION OF ANY DATA
THAT WE PROVIDE TO YOU OR YOU PROVIDE TO US THROUGH THE APP,
(D) ANY MATTERS RESULTING FROM OR OTHERWISE RELATING TO ANY
UNAUTHORIZED ACCESS BY ANY THIRD PARTY TO YOUR ACCOUNT OR
(E) THE EXISTENCE, AVAILABILITY, PERFORMANCE, SAFETY OR
SECURITY OF ANY WIFI HOTSPOT. WIFI HOTSPOTS ABOUT WHICH INFORMATION
IS PROVIDED THROUGH THE APP ARE OPERATED BY THIRD PARTIES AND ARE
NOT UNDER WIFI MAP’S CONTROL. ACCORDINGLY, WIFI MAP SHALL HAVE NO
LIABILITY OR OTHER RESPONSIBILITY CONCERNING ANY HOTSPOT.

WITHOUT LIMITING THE GENERALITY OF THE PRECEDING PROVISIONS OF THIS
SECTION 12, THE WIFI HOTSPOT INFORMATION MADE AVAILABLE THROUGH
THE APP IS CROWDSOURCED AND MAY BE INCOMPLETE, OUT OF DATE OR
OTHERWISE ERRONEOUS, AND WIFI MAP SHALL NOT BE LIABLE OR OTHERWISE
RESPONSIBLE THEREFOR. THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE
APP AND ANY CONTENT, INCLUDING WIFI HOTSPOTS AND PASSWORDS, PROVIDED
THROUGH THE APP REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW.

ADVERTISEMENTS, INFORMATION AND ALL OTHER CONTENT PUBLISHED BY THIRD
PARTIES ARE THE SOLE RESPONSIBILITY OF THE THIRD PARTY PUBLISHERS,
AND WIFI MAP HAS NO LIABILITY OR OTHER RESPONSIBILITY FOR THOSE
MATERIALS, EVEN IF THEY ARE PRESENTED THROUGH OUR APP OR THROUGH THE
USE OF DATA COLLECTED THROUGH OUR APP. IF YOU CHOOSE TO USE ANY
OFFERS OF ANY ADVERTISER OR OTHER THIRD-PARTY PUBLISHER YOU DO SO AT
YOUR OWN RISK, AND YOU MUST ALWAYS VERIFY THE CREDIBILITY OF THE
PUBLISHER.

14. Limitation of Liability

WIFI MAP SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST
PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO,
IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE APP
OR ANY CONTENT MADE AVAILABLE THROUGH THE APP, REGARDLESS OF THE
NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF WIFI
MAP, EVEN IF WIFI MAP HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE
DAMAGES.

WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING
PARAGRAPH, WIFI MAP SHALL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR
YOU USE OF OR RELIANCE ON THE APP OR ANY CONTENT MADE AVAILABLE
THROUGH THE APP, NOR FOR YOUR INABILITY TO ACCESS OR USE THE APP OR
ANY CONTENT MADE AVAILABLE THROUGH THE APP.

15. Indemnity

You shall indemnify, defend and hold harmless WiFi Map and its
members, shareholders, managers, directors, officers, employees and
agents from and against any and all claims, demands, losses,
liabilities and expenses, including reasonable fees of attorneys,
accountants and other professionals, arising out of or in connection
with (a) your use of the App or any Content made available
through the App, (b) your breach or violation of any of these
Terms, (c) WiFi Map’s, and its licensees’, use of your User
Content or (iv) your violation of the rights of any third
party, including the owner or operator of any WiFi hotspot.

16. Notice

We may give notice to you by means of a general notice through the
App or on our website, electronic mail to any address associated
with your user account, telephone or text message to any phone
number associated with your user account or by written communication
sent by certified mail, Federal Express, UPS or Express Mail to any
address associated with your user account. Notices that we deliver
by a general notice through the App or on our website shall be
deemed delivered when posted, notices that we deliver by electronic
mail, telephone or text message shall be deemed delivered when
dispatched, notices that we deliver by Federal Express, UPS or
Express Mail shall be deemed delivered 1 business day after we
dispatch them and notices that we deliver by certified mail shall be
deemed delivered 3 business days after we dispatch them. You may
give notice to WiFi Map by certified mail, Federal Express, UPS or
Express Mail (in each case signature required) to WiFi Map LLC,
Attn: Legal Department, 25 Broadway, 9th Floor, New York, NY 10004,
USA, which shall be deemed effective and received when actually
received by WiFi Map. Notwithstanding the preceding provisions of
this Section 15, you and we each shall give all Notices
of Demands as provided in Section 4(e).

17. Assignment

You shall not assign these Terms without WiFi Map’s prior written
approval, and any purported assignment without that approval shall
be void and of no effect. WiFi Map may assign these Terms without
your consent to any subsidiary or affiliate and to any purchaser of
all or substantially all of its business to which these Terms
relate.

18. Severability

If any provision of these Terms would be held in any jurisdiction to
be invalid, prohibited or unenforceable for any reason, that
provision, as to that jurisdiction, shall be ineffective, without
invalidating the remaining provisions of these Terms or affecting
the validity or enforceability of that provision in any other
jurisdiction. Notwithstanding the foregoing, if that provision could
be more narrowly drawn so as not to be invalid, prohibited or
unenforceable in that jurisdiction, it shall, as to that
jurisdiction, be so narrowly drawn, without invalidating the
remaining provisions of these Terms or affecting the validity or
enforceability of that provision in any other jurisdiction.

19. Luminati network

In return for some of the premium features of WiFi Map, you may
choose to be a peer on the Luminati network. By doing so you agree
to have read and accepted the Terms of Services of the Luminati SDK SLA:
http://luminati.io/legal/sdk_sla
You may opt out of the Luminati network by clicking Settings menu and
turn off “Free PRO version”.

20. Interpretation

The use in these Terms of the term “includes” or “
including” means “
includes or including, without limitation.” Where specific
language is used to clarify by example a general statement contained
in these Terms, that specific language shall not be deemed to
modify, limit or restrict in any manner the construction of the
general statement to which it relates. All references to Sections
mean Sections of these Terms. The Section and subsection headings in
these Terms are for convenience of reference only and shall not
govern or affect the interpretation of any of the provisions of
these Terms. The word “or” is not exclusive. The use in these Terms
of the masculine, feminine or neuter forms shall also denote the
other forms, as in each case the context requires.

21. Amendments

We may amend these Terms from time to time by posting an updated
version of these Terms on our website or through our App, which will
take effect when so posted. Your continued use of our App after any
such update will constitute your agreement to the updated Terms.

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