Wifi Service Contract

WIFI SERVICE CONTRACT

This Wifi Service Contract (the "Agreement") is entered into as of the Effective Date set forth below by and between:

Provider Name:     Provider Contact:

Client Name:     Client Contact:

WHEREAS

WHEREAS, Provider is in the business of furnishing wireless internet access and related services and has the technical capability to provide network equipment, installation, and service maintenance;

WHEREAS, Client desires to obtain Wifi services from Provider at the service location and Provider agrees to provide such services under the terms and conditions set forth in this Agreement.

SERVICE LOCATION AND NOTICES

SCOPE OF WORK

Provider shall supply and maintain Wifi service at the Service Address. Provider's obligations shall include installation of required equipment, configuration of network settings, testing of service connectivity, and provision of remote or on-site support as described below.

SERVICE LEVELS AND EQUIPMENT

Provider will use commercially reasonable efforts to deliver uptime not less than uptime measured on a monthly basis. Scheduled maintenance windows and force majeure events are excluded from uptime calculations.

Equipment provided by Provider remains Provider's property unless otherwise agreed in writing. Client is responsible for reasonable care of Provider equipment and will report loss or damage within five (5) business days.

PAYMENT TERMS

Client shall pay Provider the fees set forth below for the services and any equipment rental or purchase.

Late payments will incur a late fee of % per month on overdue balances, or the maximum permitted by law, whichever is less. Provider may suspend service for accounts past due more than days after notice.

Automatic payment authorization: Client authorizes Provider to charge Client's designated payment method in accordance with the billing schedule above.

TERM AND TERMINATION

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. For termination without cause after the initial term, the terminating party must provide days' prior written notice.

Upon termination, Client shall return Provider equipment in good working condition, reasonable wear and tear excepted. Charges for unreturned or damaged equipment shall be invoiced to Client and due within thirty (30) days.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public information designated as confidential by the other party (the "Disclosing Party") or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information does not include information that is or becomes publicly known other than through the Receiving Party's breach, or is independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

The Receiving Party may disclose Confidential Information to its employees, contractors, and agents with a need to know, provided such persons are bound by confidentiality obligations no less protective than those contained herein. The obligations under this Section shall survive termination of this Agreement for a period of three (3) years.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for breaches of confidentiality, gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages, including lost profits, even if advised of the possibility of such damages.

Client agrees to indemnify, defend and hold harmless Provider from and against any claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of Client's misuse of the service, violation of law, or breach of this Agreement.

DATA, PRIVACY, AND ACCEPTABLE USE

Client is responsible for the content transmitted using the service. Client shall not use the service for unlawful purposes, to transmit malware, to operate an open proxy, or to engage in activity that harms network integrity or third parties. Provider may suspend or terminate service for violations of this Section without liability.

FORCE MAJEURE

Neither party shall be liable for failure or delay in performance to the extent caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, strikes, acts of government, or telecommunications failures. Affected performance will be excused for the duration of the force majeure event.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by the state or federal courts located in that state, and the parties hereby submit to the exclusive jurisdiction of those courts.

ENTIRE AGREEMENT

This Agreement, together with any attached exhibits or accepted order forms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

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