Network Terms of Service

Effective as of October 12, 2018

Introduction
1. This license agreement (“Agreement”) between you (“you” “your” or “User”) and Intersection Parent, Inc. (“Intersection”) governs your use of the free Link wireless network offered and operated by Intersection (the “Network”) and any affiliated web sites or services that link to this Agreement (collectively the “Services”). Through this Agreement, Intersection grants you a limited license to use the Services subject to this Agreement. This Agreement forms a legally binding agreement between you and Intersection, so please be sure to read it carefully.
2. Intersection has its principal place of business at 10 Hudson Yards, New York, NY 10018. We offer and operate the Network in fulfilment of our obligations under an agreement between us and our public partners (for example, cities, transit authorities, and airports) (collectively,"Public Partners").
Acceptance of Terms
1. You must agree to this Agreement before you use the Services. Your use of the Services is conditioned upon your acceptance of the terms set forth below. If you do not agree to the terms set forth in this Agreement, you may not use the Services.
2. By using the Services (or, if applicable, clicking that you accept or agree to these terms), you agree to be bound by these terms of this Agreement.
3. By agreeing to this Agreement, you acknowledge and agree that you have read, understood and accepted this Agreement, and all terms, policies and guidelines incorporated herein by reference.
Your Use of the Services, including the Network
1. You must be at least 18 years old to use the Network, or do so with the permission and supervision of a parent or guardian.
2. Subject to your remaining in compliance with the provisions of this Agreement, Intersection hereby grants to you a limited, worldwide, royalty-free, non-exclusive, non-transferable, non-sublicensable license solely to access and use the Services.
3. Individual activity and content on the Network is not filtered, blocked, limited, screened or monitored. This means that in the course of using the Network you may encounter Internet sites that may be harmful, graphic or offensive. Neither we nor our City Partners are responsible for policing the Internet or a User's activity online. You agree that neither Intersection nor our City Partners or our or their respective employees, agents affiliates and assigns shall be liable for any action or inaction with respect to any content on the Internet accessible through the Network.
4. You hereby release Intersection, its Public Partners and their respective affiliates, vendors and partners from any liability in connection with your access to or failure to access any content via the Network or Services.
Security
1. You may elect to access the Services via the Link Wi‑Fi app in order to use the encrypted network. If you do not choose to access the encrypted network, be aware that your connection is not secured, and communications over the network may be subject to interception by unauthorized third parties.
2. No network, even an encrypted network, can be 100% secure. We will not be responsible for any corrupted files or viruses which affect any users of the Service. It is your responsibility to safeguard your system, through appropriate means (e.g. using commercially available software), from theft, unauthorized use or system corruption. Any detriment caused to the network as a result of your failure to properly secure your system may result in the immediate termination of your access to the Service. You shall hold harmless Intersection and its city partners and their employees, agents and licensees, for the loss of any file, data or other information while using the Service, and for any unauthorized access to or utilization by any third party of any of your personal, financial, health or other information;
3. It is your responsibility to ensure that the configuration of your device is secure, and we strongly encourage you to do so.
Prohibited Activities
1. You may not use the Services for the commission of harmful or illegal activities, including, but not limited to, the following:
  1. (a) hacking into any system;
  2. (b) introducing any virus, worm, spyware, Trojan horse or other program or code into any computer, computer system, software or disks;
  3. (c) any activities intended to aid any crime, including identity theft or credit card theft, and including the exploitation of minors, or child pornography;
  4. (d) violating any applicable laws including, but not limited to federal copyright laws by making unauthorized copies of copyrighted or licensed software, data, entertainment files, text or publications;
  5. (e) downloading, uploading, accessing, streaming, posting, emailing, transmitting or otherwise making available any materials that infringe any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  6. (f) participating in or committing telecommunications fraud; and
  7. (g) any activities which will damage, disable, vandalize or otherwise harm computer equipment or software.
Privacy and Collection of Information
1. We collect information about you through your use of the Services. By using the Services, you agree that we may retain, use, and publish information collected through your use of the Services in accordance with our Privacy Policy, which is incorporated by reference.
Proprietary Rights
1. All materials displayed or performed on the Services, including, but not limited to displays, text, graphics, articles, photographs, images, illustrations, video or audio (also known as the “Content,”) and the design, selection and arrangement thereof are protected by copyright, trademark, patent, trade secret and other intellectual property or proprietary right laws. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any Content except as otherwise expressly permitted by law.
2. As between you and us, we retain all rights, title, and interest to the Services and any updates that may be provided to you under this Agreement. We reserve all rights not expressly granted to you.
3. By submitting feedback, communications or other content to us or the Services, you give us and our affiliates a perpetual, irrevocable, worldwide and royalty-free license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display, and distribute such content. This license continues indefinitely beyond any termination of this Agreement for any reason by any party.
Indemnity
1. You and any business or third party subject to this Agreement through your use, shall indemnify, defend and hold harmless Intersection and its officers, agents, employees and affiliates from and against any claims, demands or causes of action:
  1. (a) alleging infringement of any third party intellectual property rights based on
    1. (i) your use of the Services or submission of content via the Services,
    2. (ii) your use of any other software or hardware that is used in conjunction with the Services,
    3. (iii) the unauthorized use of the Services, or
    4. (iv) use of the Services not in conformance with the specifications or the requirements of this Agreement,
  2. (b) based your unauthorized use of the Services by you, or
  3. (c) based on or resulting from your breach of this Agreement.
Disclaimer of Warranties and Limitation of Liability; Release
1. Other than as specifically set forth herein, the Services are provided “AS IS”, “WHERE IS”, “WITH ALL FAULTS” and without warranty of any kind. You agree that the use of the Services is at your risk. You shall hold harmless Intersection, our Public Partners and their respective employees, agents and licensees, for the loss of any file, data or other information while using the Service, and for any unauthorized access to or utilization by any third party of any of your personal, financial, health or other information.
2. Intersection makes no warranty of any kind to you or any third party, express, implied or statutory, with respect to the services, operation of the services, or output of or results obtained from the services, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, operability, compliance with applicable law or non-infringement and all such warranties are hereby excluded by us and waived by you.
3. Limitation of Liability. Other than as specifically set forth herein, in no event shall Intersection or its Public Partners and their respective agents or employees, have any liability to you or any third party for the cost of substitute goods or any incidental, indirect, punitive, special, exemplary or consequential damages (including lost profits, loss of data, loss of use, loss of business opportunity or claims of third parties) arising in any manner in connection herewith, or out of this agreement, the performance or breach hereof or the subject matter hereof, however caused, whether by negligence or otherwise, regardless of the form of action, whether for breach of contract, breach of warranty, negligence, strict product liability, infringement, government agency fines or enforcement actions or otherwise, and whether or not intersection has been advised of the possibility of such damages. This limitation shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.
4. You release each of Intersection and its Public Partners, and each of their respective employees and agents, from liability including all costs or damages arising, either directly or indirectly, for any of your activities that violate the law.
Modification and Termination of the Services
1. We may, in our sole discretion and without notice to you, modify, terminate or otherwise discontinue offering the Services.
2. We may, any reason, and without notice to you, modify or terminate the Services.
3. We may terminate or suspend your access to the Services at any time.
4. We reserve the right to change or modify any of the terms and conditions contained in this Agreement at any time, in our sole discretion, by posting changes at http://www.cities.link (or another URL that we may provide from time to time). You are advised to regularly review this Agreement. You accept modifications of this Agreement through your continued use of any part of the Services following the posting of any such changes or modifications.
General Provisions; Arbitration
1. Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
2. The failure of either party to enforce any term or condition of this Agreement shall not constitute a waiver of either party’s right to enforce each and every term and condition of this Agreement. No breach under this Agreement shall be deemed waived or excused by either party unless such waiver or consent is in writing signed by the party granting such waiver or consent. The waiver by or consent of a party to a breach of any provision of this Agreement shall not operate or be construed as a waiver of or consent to any other or subsequent breach by such other party.
3. The parties agree that this Agreement states the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and representations of the parties, oral or written. This Agreement may only be amended in a writing signed by duly authorized representatives of both parties. This Agreement shall be binding upon and inure to the benefit of the parties’ authorized successors, legal representatives, and authorized assigns.
4. All notices, demands, requests, consents or other communications required or permitted by this Agreement (“Notices”) shall be in writing and sent to the parties at their current known addresses, or to such other address as either party may specify in writing. Notices shall be deemed duly served on or delivered (1) when delivered personally, (2) when sent to the other party by certified mail, return receipt requested, (3) when delivered by hand or sent by recognized overnight courier (with acknowledgement received by the courier), or (4) sent by facsimile, electronically confirmed and followed up immediately by standard United States mail.
5. Unless otherwise required by law, this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the any principles of conflicts or choice of law. The parties hereby opt out of the Uniform Computer Information Transaction Act to the fullest extent permitted by law.
6. You agree that the sole and exclusive forum and remedy for any and all disputes and claims relating in any way to or arising out of these terms or your use of, purchase of, or subscription to the Services shall be final and binding arbitration.
7. Arbitration proceedings shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules in New York, New York, except that, to the extent that either party has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, such other party may seek injunctive or other appropriate relief in any state or federal court in the State of New York and you consent to exclusive jurisdiction and venue in such courts. If costs related to such arbitration are determined to be excessive in a consumer dispute, Intersection will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
8. To the fullest extent permitted by applicable law, no arbitration or claim under these terms of use shall be joined to any other arbitration or claim, including any arbitration or claim involving any other current or former user of the service, and no class arbitration proceedings shall be permitted. In no event shall any claim, action or proceeding by you related in any way to any products or services be instituted more than three (3) years after the cause of action arose.
9. In the case that a claim proceeds in court rather than in arbitration, the parties waive any right to a jury trial, including but not limited to, any proceeding arising out of or related to this agreement or any confidential information, intellectual property rights, or self-hosted services that are the subject of this agreement.
10. Any and all disputes proceeding in court under this Agreement shall only be resolved by courts located in the State of New York and the parties hereto consent to venue therein, the exclusive personal jurisdiction thereof, and to the sufficiency of service of process by certified or registered mail in connection with any dispute arising out of or in connection with this Agreement.
11. The provisions this agreement, including but not limited to Sections 3, 4, 5, 6, 7, 8 and 9, shall survive any termination or expiration of this Agreement.