This Hotel WiFi Test API Agreement (“Agreement”) is entered into by and between Hotel WiFi Test Inc (“Hotel WiFi Test”) with an address at 1521 Concord Pike #303, Wilmington, Delaware 19803, United States of America and “You”.
This Agreement governs the terms under which You may access and use the Hotel WiFi Test application programming interface (the API), the data transmitted through the API (the Licensed Content) and is effective from the date that you access the API for the first time after receiving the Hotel WiFi Test web service access token through a secure electronic key (the “Effective Date”).
This Agreement incorporates the terms of the following additional documents, including all future amendments or modification thereto (collectively, and together with this document, the Agreement: Hotel WiFi Test Content API Display Requirements).
The following capitalized terms will have the meanings set forth below.
1.1 “End Users” means end users who access or use Your Site.
1.2 “Licensed Content” means the Hotel WiFi Test Content available via the API, as detailed in the API Technical Documentation, which may include information about WiFi performance related data for hotels.
1.3 “Updates” means updates, refreshes, corrections and other modifications.
If You use or access the Licensed Content or the API on behalf of a business, company or other entity, You represent that You have authority to bind such entity and its affiliates to the Agreement and that is fully binding upon each of them. In such case, the term “You” will designate such entity and its affiliates. If You do not agree with the terms of this Agreement or if You do not have authority, You may not use or access the Licensed Content or the API.
3.1 License to Content. Subject to the terms and conditions of this Agreement, Hotel WiFi Test hereby grants You a nonexclusive, revocable, non-sublicensable, non-transferable, worldwide and royalty-free right and license to (i) use, perform and display (publicly or otherwise) the Licensed Content through Your Site, and (ii) allow End Users to access and use the Licensed Content through Your Site.
3.2 License to Hotel WiFi Test Marks. Subject to the terms of this Agreement, Hotel WiFi Test hereby grants You a non-exclusive, nontransferable, royalty-free, worldwide license to use, reproduce, perform and display Hotel WiFi Test’s trade names, trademarks, service marks, logos or other similar indicia of identity or source (collectively, “Marks”) that Hotel WiFi Test furnishes You for use under this Agreement, solely for purposes of performing its obligations or exercising its rights under this Agreement.
3.3 Reservation of Hotel WiFi Test Rights. Except for the license granted hereunder, Hotel WiFi Test retains any right, title and interest in and to the Licensed Content.
3.4 Hotel WiFi Test’s Attribution. Notwithstanding anything to the contrary, You understand and agree that a Mark must accompany any and all uses, copies, performance displays and/or placement on or through the Licensed Content on Your Site.
4.1 Delivery; Access. Hotel WiFi Test will make the Licensed Content available to You in an electronic format through the API. In order to access or use the API, You must first apply and obtain approval from Hotel WiFi Test. Hotel WiFi Test reserves the right, in its sole discretion, to approve, deny approval or revoke approval at any time. Hotel WiFi Test may also request further information from You to assess your application. Once approved, You will receive a valid Hotel WiFi Test login credentials in the form of a secure electronic key. You are only allowed to register for and use one set of login credentials, unless otherwise permitted by Hotel WiFi Test in writing, including via email. All queries sent to the API requesting data must reference your valid login credentials. You agree to keep your login credentials confidential and not to share them with any third party.
4.2 Updates; Refreshes. From time to time during the Term, at Hotel WiFi Test’s discretion, Hotel WiFi Test may update and refresh the Licensed Content, and make such refreshed Licensed Content available to You.
4.3 Display. The rights granted to You herein are limited to the right to display the Licensed Content, along with the Marks, on Your Site in manner set forth in the Hotel WiFi Test API Display Requirements. In all cases, You shall display Licensed Content with Marks. You agree that Hotel WiFi Test may monitor Your Site in order to confirm compliance with this Agreement. You agree that You will remove from Your Site and destroy any specific Licensed Content within twenty-four (24) hours upon request from Hotel WiFi Test.
You agree that you will not, and will not assist or enable others to (i) Record, cache or else store any portion of the Licensed Content, (ii) alter the
Licensed Content, or use it to create or update your own database of business listing information, (iii) create or disclose metrics about, or perform any
statistical analysis of, the API, Licensed Content, (iv) use the API on behalf of any third party other than a group or affiliate company, (v) copy, rent,
lease, sell, transfer, assign, sublicense, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable
statutory law), modify or alter any part of the API, (vi) display Licensed Content or Hotel WiFi Test Marks in a manner that could reasonably imply an
endorsement, relationship or affiliation with or sponsorship between you or a third party and Hotel WiFi Test, other than your permitted use of the API
under the terms of the Agreement, (vii) display the Licensed Content on any site that disparages Hotel WiFi Test or its products or services, or infringes
any Hotel WiFi Test intellectual property or other rights, (viii) use the API in a manner that impacts the stability of Hotel WiFi Test's servers or
impacts the behavior of other applications using the API, (ix) use the API or Licensed Content in any manner or for any purpose that may violate any law or
regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or
which otherwise may be harmful (in Hotel WiFi Test 's sole discretion) to Hotel WiFi Test, its providers, its suppliers, end users of this website, or your
end users, (x) use the API, Licensed Content or Hotel WiFi Test in a manner that could reasonably be interpreted to suggest that Hotel WiFi Test is the
author or entity that is responsible, in whole or in part, for the creation or development of any Licensed Content or that such Licensed Content represents
the views of Hotel WiFi Test. YOU MAY NOT DIRECTLY OR INDIRECTLY ATTEMPT TO RE-SELL, REDISTRIBUTE, SYNDICATE OTHERWISE COMMERCIALIZE THE HOTEL WIFI TEST
CONTENT IN ANY WAY WITHOUT HOTEL WIFI TEST’S PERMISSION.
Each party represents and warrants that it has full power and authority to enter into the Agreement. THE LICENSED CONTENT IS PROVIDED BY HOTEL WIFI TEST "AS IS". HOTEL WIFI TEST EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OBLIGATIONS AND LIABILITIES ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE LICENSED CONTENT AND ANY OTHER SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE OR OF NON-INFRINGEMENT OR TITLE. HOTEL WIFI TEST MAKES NO REPRESENTATION THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND HOTEL WIFI TEST WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS (INCLUDING ANY LOST DATA).
Hotel WiFi Test shall own and retain all right, title and interest in and to any, documents, techniques, know-how, specifications, plans, notes, drawings, designs, pictures, inventions, data, information and other Content provided by Hotel WiFi Test and any derivative works hereof in connection with this Agreement (“Work Product”), including any and all intellectual property rights therein. Work Product shall not be deemed to include the confidential information of Your website pages, metrics, or internal reporting. To the extent applicable, Hotel WiFi Test shall be deemed to be the "author" of all Work Product and all such Work Product will constitute "works made for hire" under the U.S. Copyright Act (17 U.S.C. §§ 101 et seq.) and any other applicable copyright law. You hereby waive any and all moral rights (including rights of integrity and attribution) in and to the Work Product. To the extent that any Work Product does not constitute a work made for hire, You hereby assign to Hotel WiFi Test all right, title and interest that You may have or may hereafter acquire in all Work Product, including all intellectual property rights therein. At Hotel WiFi Test’s expense, You shall execute all documents and take all actions necessary for Hotel WiFi Test to document, obtain, maintain or assign its rights to the Work Product. All such materials will be deemed to be the confidential, proprietary and trade secret information of Hotel WiFi Test.
You will indemnify, defend, or at Your option settle, any third party lawsuit or proceeding brought against Hotel WiFi Test, its affiliates or syndication partners, and any of their respective officers, directors, employees and agents, based upon or otherwise arising out of: (a) Your use of any Licensed Content, in a manner inconsistent with the terms of this Agreement; (b) breach of any laws, regulations, or ordinances; and (c) Your Site. Hotel WiFi Test will: (i) promptly notify You of such claim, (ii) provide You with reasonable information, assistance and cooperation in defending the lawsuit or proceeding, and (iii) give You full control and sole authority over the defense and settlement of such claim.
EXCEPT FOR (A) YOUR INDEMNIFICATION OBLIGATIONS, (B) BREACHES OF CONFIDENTIALITY, AND (C) YOUR USE OF THE LICENSED CONTENT IN A MANNER INCONSISTENT WITH THE TERMS OF THE AGREEMENT (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. EXCEPT FOR (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, (B) BREACHES OF CONFIDENTIALITY, AND (C) YOUR USE OF THE LICENSED CONTENT IN A MANNER INCONSISTENT WITH THE TERMS OF THE AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED $25,000. The parties agree that (i) the mutual agreements made in this Section reflect a reasonable allocation of risk, and (ii) that each party would not enter into the Agreement without these limitations on liability.
Hotel WiFi Test reserves the right, in its sole discretion and at any time without notice or liability, to change, suspend or discontinue the API and/or suspend or terminate Your rights under this Agreement to access, use and/or display (as applicable) the API, Hotel WiFi Test Marks and/or any Licensed Content. Any termination of the Agreement will also immediately terminate the licenses granted to You hereunder. Such change, suspension or termination of the API may cause your existing services using the API to stop functioning properly. Upon any termination of this Agreement, you will promptly: (i) delete and remove all calls to the API from all web pages, scripts, widgets, applications, and other software in your possession or under your control; (ii) destroy and remove from all computers, hard drives, networks and other storage media all copies of the API, Hotel WiFi Test Marks and/or any Licensed Content; and certify in writing to Hotel WiFi Test that such actions have been taken; and (iii) cease to hold yourself out as being associated with Hotel WiFi Test in any way.
Each party will comply with all laws, rules and regulations, if any, applicable to it in connection the performance of its obligations under the Agreement. All notices will be in English and in writing and (a) if sent to Hotel WiFi Test to the address identified above and (b) if sent to You to the address You provided to us during registration. Notice will be deemed given (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail or (iv) upon verification of receipt via facsimile, provided that such notice is also sent simultaneously via first class mail. Hotel WiFi Test will not assign or otherwise transfer its rights or delegate its obligations under the Agreement to anyone other than affiliates, subsidiaries, sister companies, or parent companies, in whole or in part, without the prior written consent of You; and any attempt to do so will be null and void. Any other assignment or other transfer of rights or delegation by either party shall be null and void. The laws of the state of New York, excluding its choice of law rules, and applicable federal U.S. laws will govern the Agreement. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Neither party will commence or prosecute any action, suit, proceeding or claim arising out of or related to this Agreement other than in the federal or state courts located in the state of New York. Each party hereby irrevocably consents to the jurisdiction and venue of such courts in connection with any such action, suit, proceeding or claim. In addition, each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any such action, suit, proceeding or claim. The Agreement supersedes any other prior or collateral agreements, whether oral or written, with respect to the subject matter hereof. The failure to require performance of any provision will not affect a party’s right to require performance at any time thereafter; nor will waiver of a breach of any provision constitute a waiver of the provision itself. If any provision is adjudged by a court of competent jurisdiction to be unenforceable, invalid or otherwise contrary to law, such provision will be interpreted so as to best accomplish its intended objectives and the remaining provisions will remain in full force and effect. The parties hereto are and will remain independent contractors and nothing herein will be deemed to create any agency, partnership, or joint venture relationship between the parties. Neither party will be deemed to be an employee or legal representative of the other nor will either party have any right or authority to create any obligation on behalf of the other party. Neither party will be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances. The parties agree that any material breach of the provisions of Sections 3, 4.3, 6 and 10 of this Agreement shall cause irreparable harm and shall be the basis for injunctive relief. The Agreement is not intended to benefit, nor will it be deemed to give rise to, any rights in any third party. The Agreement (a) will be binding on and inure to the benefit of each of the parties and their respective successors and assigns; and (b) may be executed in counterparts, including facsimile counterparts, each of which will be deemed an original and all of which when taken together will constitute one and the same instrument.
Hotel WiFi Test reserves the right to modify the Agreement at any time. If Hotel WiFi Test reasonably determines that a planned modification may adversely impact You, Hotel WiFi Test may provide ten (10) days prior email notice to You using the email address You provided to us during registration.
With all your questions please contact us at http://www.hotelwifitest.com/support/
IF YOU DO NOT WISH TO BE BOUND TO ANY NEW OR MODIFIED TERMS, YOU MUST TERMINATE THE AGREEMENT BY CEASING USE OF THE API WITHIN TEN (10) DAYS OF RECEIPT OF SUCH NOTICE.
© 2013-2016 Hotel WiFi Test Inc.