Hotspot Hosting Agreement
IMPORTANT: THIS IS A LEGAL DOCUMENT
Updated 4 April 2021
This Hosting Agreement (“Agreement”) identifies the rights, obligations, and promises made by and between Uplift Grid, LLC (“Provider”) a limited liability corporation with offices located at 59 Elm Street, Suite 240, New Haven, CT 06510 and Host for operating a Hotspot at Host’s Location. This is a legally binding contract, having the following terms:
OPERATION RIGHTS. In exchange for the mutual promises and covenants herein, Host hereby grants to Provider the right, license and ability to operate the Hotspot at the Location. Ownership of the Hotspot remains with Provider. This grant of rights is exclusive to Provider, and Host agrees not to grant operational rights to anyone other than Provider, and not to operate any hotspot except on behalf of the Provider, at the Location during the term of this Agreement.
HOST. Host represents, warrants, and agrees:
Host has the right and ability to grant the Operation Rights granted herein. Host will provide and maintain standard electrical power and Internet access to the Hotspot at the Location.
Host will setup the Hotspot at the Location in proximity to a window on the highest level of the Location under Host’s control. Host will setup the Hotspot within a reasonable amount of time which, unless agreed otherwise, shall be within two days of receipt of the Hotspot by Host.
Host will take reasonable measures to ensure continued operation of the Hotspot at the Location which, at a minimum, includes maintaining power and Internet access to the Hotspot while this Agreement is in effect. Host agrees to take reasonable measures to protect and not damage the Hotspot.
Host shall not, directly or indirectly, (a) sell, lend, rent, distribute, resell, lease, assign, license, sublicense or otherwise transfer to any third party any Hotspot or the rights granted to Host with respect to any Hotspot (b) translate, port, modify, reproduce, distribute, republish, frame, download, cache, or make or create derivative works based on the Hotspot, (c) derive or attempt to derive the source code, source files, or any component or structure of all or any portion of any Hotspot by reverse engineering, disassembly, decompilation, or any other means (the foregoing prohibitions include review of data structures or similar materials produced by programs), (d) remove, obscure or alter any proprietary notice on the Hotspot, (e) use or permit the access to or use of any Hotspot for any unlawful activity, including exporting in violation of applicable law, or (f) access or use the Hotspot or any other deliverable for any use other than the those authorized in this Agreement.
If this agreement is breached or terminated by Host, for a period of (2) years following such event, Host agrees to not enter into agreements with or use services of competitors of Provider, specifically companies offering compensation for providing locations to wireless or related technologies.
PROVIDER: Provider represents, warrants, and agrees:
Provider has the right and/or license to operate the Hotspot. Provider will pay Host a fee based on the Hotspot being active while in operation at the Location (“Payment”). In order to recover initial Hotspot costs and installation expenses, the Payment shall not include the Deduction amount.
Provider will remit payment to Host within (30) business days of each Payment Cycle after the Hotspot is in operation at the Location.
TERM and TERMINATION.
Unless either party provides notice to cancel this Agreement at least thirty (30) days prior to the end of the Duration, in which case this Agreement shall terminate at the end of the Duration, this Agreement shall continue on an annual basis whereby Payment may be adjusted higher or lower at Providers discretion based on Location performance. Thereafter, this Agreement may be canceled by either party by providing at least thirty (30) days’ notice prior to the end of the Duration anniversary date.
Within seven (7) days of termination of this Agreement for any reason, Host shall send Hotspot to Provider’s address (above) at Provider’s expense (“Return Period”).
In the event of a breach of this Agreement by either party, the non‐breaching party may cancel the Agreement after providing notice of the breach to the breaching party, and if the breach remains uncured for fourteen (14) days.
Termination or expiration of this Agreement for any reason shall not relieve Host of its obligation to return Hotspot to Provider. Provider shall not owe Payment after Termination, and Provider may further deduct from any Payments due or directly bill any replacement costs associated with the Hotspot after the Return Period.
DISPUTES: All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The location of arbitration is determined solely by Provider.
NO PARTNERSHIP: Nothing in the Agreement is intended to, nor shall it be deemed to, constitute a partnership or joint venture between Provider and Host, and neither party shall have authority to obligate or bind the other in any manner.
MODIFICATION: This Agreement expresses fully the understanding between the parties, and may not be modified except by writing signed by both parties. All other prior understandings relating to operation of hotspots are canceled.
HOTSPOT means a device that combines wireless protocols with blockchain technology to enable devices to transfer data. Provider may provide Hotspots from different manufacturers (“Vendors”) utilizing various technologies. Use of the Hotspot is subject to Vendor terms and conditions provided at www.upliftgrid.com/vendor-information and constitutes a separate contract between Host and Vendor. Host agrees that Provider is not liable towards to for any terms under these separate third party contracts. Host understands the Hotspots perform one or more types of cryptocurrency mining operations.
LIMITATION OF LIABILITY
EXCEPT FOR A BREACH OF CONFIDENTIALITY OR HOST’S INFRINGEMENT OF PROVIDER OR ITS LICENSOR’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT TO HOST UNDER THIS AGREEMENT SHALL BE LIMTED TO THREE MONTHS OF HOSTING PAYMENTS OR $100 WHICHEVER IS LESS.
Indemnification: Host will indemnify, defend and hold harmless Provider, its directors, officers, employees and agents from and against any and all third party claims, demands, losses, costs, expenses, damages and liabilities (including reasonable attorneys’ fees) arising from or relating to Host’s failure to comply with the terms of this Agreement or applicable laws.
Provider may revise this Agreement from time to time to better reflect: (a) changes to the law, (b) new regulatory requirements, (c) improvements or enhancements made to its products and services. Updates will be sent by email to the email address provided by Host to Provider. This updated Agreement will be effective no less than thirty (30) days from the date of Provider’s notice. If Host does not agree to the updates, Host must terminate this Agreement before they become effective. By continuing to operate the Hotspots after the updates come into effect, Host agrees to be bound by the revised Agreement.
DISCLAIMER: EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH ABOVE, THE HOTSPOT IS PROVIDED “AS IS” AND WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ACCURACY, OPERABILITY, USE, TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
NOTICES. Notices shall be made by email to the email addresses provided herein.
GENERAL: If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, the remainder provision or any other persons of circumstances, shall not be affected thereby. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.
GOVERNING LAW & JURISDICTION. This Agreement shall be deemed to have been executed and made in the state in which Provider is located (identified above, or the State of Connecticut, USA, if blank), shall be construed in accordance with the laws thereof, shall be exclusively enforced in the federal and state courts therein, and to which each party consents to jurisdiction. In the event legal action is necessary to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to recover its reasonable legal fee and court costs.