Effective as January 31, 2014
SERVICES. The iPass Service (the "Service") is a wireless connectivity service provided by iPass Inc. ("iPass") which provides you with quick, seamless Internet connectivity for smartphones, tablets, and laptops to the iPass global commercial Wi-Fi network ("iPass Wi-Fi Network"). The Terms and Conditions of this Service and any other rules or policies posted on the iPass Web Site or referred to in this Agreement set forth the legally binding terms governing your use of the Service ("Agreement"). Please read this Agreement carefully before using the Service as this forms a legally binding agreement between you and iPass. By creating an Account, as defined below, and/or using the Service you agree that you are over the age of eighteen (18) and further agree to be bound by all of the terms and conditions of this Agreement.
SERVICE REGISTRATION. In order to use the Service and become a user, you must first create a user account ("Account") by registering for the Service on iPass’ web site which can be found at: www.ipass.com ("Web Site").
When creating an Account, you must provide complete billing information, including, your legal name, billing address, credit card or other payment information and other personal information as required by iPass (collectively "Information"). You represent and warrant that: (a) all Information that you provide is accurate; and (b) that you will update the Information as necessary to maintain its accuracy. When registering, you will be asked to supply your email address and create a username and secure password. Your username and the password are used to access your account information as well as provide you access to the iPass Wi-Fi Network. The username and password which you select shall remain the sole property of iPass and you will have no right or title in and to your username or password. You will be able to update and change your Account information, including your password, upon accessing your Account home page at https://openmobile.ipass.com/moservices/. You can also reset your password on the password reset page at https://openmobile.ipass.com/euservices/selfreg/#/forgotPassword. You are solely responsible for maintaining the confidentiality of your username and password. Further, you agree that you will not use the username and/or password of any other person. You agree to notify iPass immediately if you suspect that your Information has been compromised or if you suspect any unauthorized use of the Service, your username and/or password. Notwithstanding, you agree that you are solely responsible for any fees accrued by use of the Service attributed to your Account.
In order to access the Service you will need a compatible laptop, tablet, smartphone and/or other device with embedded Wi-Fi technology (a "Device"). It is your responsibility to ensure that your Device(s) is compatible with the Service. You agree that you are solely responsible for any fees associated with the use of the Service on your selected Device(s). Further, you must install all Service updates within ninety (90) days after their published date or you may lose certain functionality of the Service. iPass reserves the right and you agree to allow iPass to automatically download updates to your Device(s) as needed. From time to time, and in iPass’ sole discretion, iPass may need to temporarily suspend the Service in order to perform various updates. iPass intends to notify you in advance of such scheduled updates.
SERVICE LICENSE. Subject to the terms of this Agreement and during the term of this Agreement, iPass hereby grants you a non-exclusive, non-transferable, terminable right to install and use the Service on up to four (4) Devices for your own personal use. You acknowledge that the Service and its related software contain the valuable secrets of iPass and you agree not to cause or permit the reverse engineering, translation, disassembly, or decompilation of, or otherwise attempt to derive the source code of, the Service and its software, whether in whole or in part. You will not use, reproduce, modify, prepare derivative works of, distribute, sublicense, loan, sell, or otherwise transfer the Service and its software in any manner or for any purpose except as expressly permitted herein. iPass will retain all title, copyright and other proprietary and intellectual property rights in and to the Service and its software, and any other technology, services, or materials that iPass may provide to you hereunder or in conjunction with the Service. All rights in and to the foregoing not expressly granted to you in this Agreement are reserved by iPass. In particular, but without limiting the generality of the foregoing, no right to or license in the source code for the Service and its software is granted hereunder. You will not obfuscate, alter, or remove any copyright, trademark, or other proprietary notice or legend on or in the Service and its software. Further, you agree that you will not: (1) resell any part of the Service; (2) share your Service connection with anyone; or (3) access the Service simultaneously through the use of multiple Devices unless otherwise permitted under your price plan. For per minute based price plans, you can have unlimited number of simultaneous Devices; for monthly based price plans, you can access the Service on up to 3 simultaneous Devices; for annual based price plans, you can only have the single Device you registered the Service under connected to the Service at any time.
TERM AND TERMINATION. This Agreement shall commence once iPass has validated your Information and created an Account and shall remain in full legal force and effect unless and until either party cancels or terminates the Agreement according to the terms herein. iPass may terminate the Agreement or suspend your Account if: (1) it believes, in its sole discretion, that you are in breach of this Agreement, including breach of any payment obligation; (2) if an Account has been inactive for twelve (12) consecutive months; (3) if iPass decides to stop providing the Service; or (4) for iPass’ convenience. You will be sent an email notification to the email address on file in your Account upon termination of the Agreement or suspension of Service. You agree to discontinue your use of the Service and remove and any all Service applications from your Devices immediately upon notification of termination. Any termination of the Agreement or your Account may mean the permanent deletion of your Account Information and you agree that iPass shall have no liability for any such termination. You may terminate your Agreement and Account, at any time, by sending an email requesting termination to firstname.lastname@example.org. You agree that you will be responsible for all fees incurred on your Account prior to iPass’ actual termination of the Agreement.
PAYMENTS AND CHARGES. Your price plan sets forth the applicable fees and charges for the Service. All fees are non-refundable and do not include taxes or other charges. iPass shall bill you for any and all use of the Service observed. You authorize iPass to automatically charge any fees, taxes and other charges and assessments for your use of the Service on the credit card found on file in your Account: (1) at the end of the calendar month; and/or (2) every time you incur fees of ten dollars ($10.00) or more during any given calendar month; or (3) at the beginning of a new contractual term for annual pricing plans. iPass will provide you with a monthly statement ("Statement") sent to the email address listed in your Account at the end of the month and will make the Statement available to view on your Account page. Every time incur charges of ten dollars ($10.00) or more, iPass will make the Statement available to view on your Account page. . iPass may include on a Statement and you agree to pay for any Service used within one hundred eighty (180) days before the date of the Statement and/or any corrections to amounts invoiced within one hundred eighty (180) days after the date of any Statement. You will be billed in US dollars and you understand and agree that you will be responsible for the payment of any and all exchange rates, fees, or charges related to your payment. iPass reserves the right to suspend and/or cancel the Service, the Agreement and your Account if you have, for whatever reason, failed to make proper payments, including, but not limited to rejection of your credit card. iPass reserves the right to modify its pricing plan options and pricing. iPass will provide you with at least thirty (30) days notice of any such changes. If you do not terminate the Agreement or your Account after such notice, you have agreed to such changes and authorize iPass to charge your credit card accordingly.
BILLING DISPUTES. If you believe you have been charged in error you must notify iPass at email@example.com within thirty (30) days after receipt of the Statement containing the disputed charge or you agree that you will have waived any right to dispute those charges.
ACCEPTABLE USE. You agree that you will not use the Service in a manner contrary to the iPass acceptable use policy located at (/wp-content/uploads/2010/01/Acceptable-Use-Policy.pdf) and incorporated herein by reference. iPass reserves the right to investigate any breach and or suspected breach of this acceptable use policy. iPass may suspend or terminate provision of the Service if, in its sole discretion, it suspects that you have violated this policy.
WARRANTY AND DISCLAIMERS. By its very nature, the Internet contains offensive and/or harmful material, in some cases under descriptions that have been mislabeled or are otherwise deceptive. iPass shall not be responsible for any damages suffered by you and/or any person as a result of obtaining Internet access. iPass exercises no control whatsoever over the content of the information passing through its systems.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND IPASS DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES AND THERE ARE NO CONDITIONS OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INTERFERENCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SERVICE. ANY STATEMENTS MADE IN ANY WRITTEN OR ELECTRONIC DOCUMENTS, OR BY ANY IPASS EMPLOYEES, REPRESENTATIVES, OR AGENTS, ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND NOT AS REPRESENTATIONS OR WARRANTIES OF ANY KIND. IPASS DOES NOT WARRANT THAT SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM SERVICE DEGRADATION, OR THAT ANY INFORMATION, SOFTWARE, OR OTHER MATERIAL ACCESSIBLE ON THE SERVICE ARE FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING, INTERFERING, OR DESTRUCTIVE PROPERTIES. IPASS CANNOT AND DOES NOT GUARANTEE THE SECURITY OR INTEGRITY OF DATA TRANSMISSION or STORAGE, OR THAT VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES WILL BE DETECTED OR REMEDIATED BY THE SERVICE. SERVICE IS ONLY AVAILABLE WITHIN THE COVERAGE AREA OF THE IPASS WI=FI NETWORK, WHICH IS SUBJECT TO CHANGE. YOU ACKNOWLEDGE THAT SERVICE MAY BE TEMPORARILY UNAVAILABLE FOR MAINTENANCE, EQUIPMENT MODIFICATIONS, OR UPGRADES, AND FOR OTHER REASONS WITHIN AND WITHOUT THE DIRECT CONTROL OF IPASS.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IPASS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE. NOTWITHSTANDING, IPASS’ TOTAL LIABILITY TO YOU FOR ANY DIRECT DAMAGES ARISING FROM YOUR USE OF THE SERVICE SHALL BE LIMITED TO THE TOTAL AMOUNT OF PAYMENTS MADE BY YOU ON YOUR ACCOUNT FOR THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO YOUR CLAIM. SOME JURISDICTIONS DO NOT ALLOW FOR A LIMITATION OF LIABILITY AS CONTEMPLATED HEREIN SO THIS LIMITATION MAY NOT APPLY TO YOU.
INDEMNITY. You agree to indemnify, defend and hold harmless iPass and its officers, directors, employees, agents, successors and assigns from and against any loss, liability or claim, including claim for reasonable attorney’s fees, brought by any third party and arising from (a) your infringement of any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy through use of the Service (b) your violation of any applicable law, statute, ordinance or regulation when using the Service; (c) violation of iPass’ acceptable use policy; or (d) material breach of this Agreement.
AMENDMENTS. iPass may, in its sole discretion, make amendments to the terms and conditions of this Agreement. If iPass makes any such amendments, iPass will strive to notify you of such changes by sending a notification to the email address on file in your Account. Notwithstanding, any such amendment shall be effective upon publication on the Web Site and you are responsible for regularly checking for any such updates.
ASSIGNMENT. You may not assign the Agreement, the use of the Service or your rights and obligations under this Agreement without the prior written consent of iPass. Any such assignment shall be void.
SURVIVAL. The following sections shall survive the termination of this Agreement: Indemnity; Limitation of Liability; Warranty and Disclaimers; Choice of Law; Privacy; Payments and Charges, and Acceptable Use.
SEVERABILITY. If any provision of the Agreement is held to be invalid, illegal or unenforceable by any court or other competent tribunal then the remaining provisions of the Agreement shall remain in full force and effect.
CHOICE OF LAW. The laws of California shall govern the construction and enforceability of the Agreement. You agree that any action arising under or relating to this Agreement shall lie within the exclusive jurisdiction of the Courts located in San Mateo County, California, USA. Each party hereby submits to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with regard to the Service provided hereunder. All prior agreements, proposals, representations and other understandings whether oral or written, are superseded in their entirety by this Agreement.
NO WAIVER. No alteration or modification of this Agreement will be valid unless made in writing and signed by iPass. In the event of a conflict between the Agreement and any terms and conditions or statements contained in any document related to the Service, the terms of this Agreement will control.
iPass Contacts: firstname.lastname@example.org