Hosting
SPREAD NETWORKS, LLC OPERATING AGREEMENT
May 12th 2021
This Hosting Agreement (the “Agreement”) entered into on 2021 between
an individual with an address at (“You” or “Your”) and SPREAD
NETWORKS LLC, a Colorado limited liability company (“Spread Networks”, “We”, “Us” or “Our”)
with an office at 300 South Wacker Drive, Chicago IL 60606 The terms contained herein shall
govern the relationship between Spread Networks and You for the purpose of hosting a Spread
Networks’ Hotspot (the “Hotspot”).
For purposes of this Agreement, the term “Product” or "Products" may include but is not
limited to (i) the Spread Networks Hotspot and other devices together with any accessories and
related applications, and (ii) the remote monitoring and notifications services and all other
applications or other services provided by Spread Networks under this Agreement (the
"Service" or the “Services”).
WHEN YOU CLICK "I AGREE", CHECK A BOX OR OTHERWISE PROVIDE CONSENT DURING THE
ORDERING PROCESS, YOU AND WE ARE AGREEING TO BE BOUND BY THIS AGREEMENT TO THE
SAME EXTENT AS IF YOU AND WE HAD MANUALLY EXECUTED A PAPER COPY OF THIS
AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR
OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY
TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL
REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHOULD NOT PROCEED
WITH THE REGISTRATION PROCESS OR PURCHASE PRODUCTS OR SERVICES.
ARTICLE 1
SYSTEM AND SERVICES
I.1 Provision of Services. During the term of this Agreement, We will provide the
Products Services in accordance with this Agreement. In order for You to use the Services, You
are required to provide certain hardware, such as the applicable Products, a mobile phone,
personal computer, software, an Internet browser, and access to the Internet. During the Term,
Spread Networks grants You a personal, worldwide, non-exclusive, revocable and terminable (as
set forth in Section 3), non transferable, non assignable license (without the right to sublicense)
to access and use the Products and Services, solely in the form made available by Spread
Networks to You from time to time. Spread Networks will provide You with unique login
credentials for each authorized user, which may only be used by a single authorized user. You
are responsible for all use of the Products and Services by any person using the login
credentials. Spread Networks may deactivate any login credentials for any suspected
unauthorized use or any misuse of any Product or Service. Your use of the Products, including
without limitation the Service, is subject to Spread Networks's then current Privacy Policy and
may be modified from time to time, as well as to this Agreement.
I.2 Use Restrictions. You will not, directly or indirectly, (a) sell, lend, rent, distribute,
resell, lease, assign, license, sublicense or otherwise transfer to any third party any Product
and/or Service, or the rights granted to You with respect to any Product and/or Service, (b)
translate, port, modify, reproduce, distribute, republish, frame, download, cache, or make or
create derivative works based on any Product and/or Service, (c) access or use the Products
and/or Services in a way that implicates illegal or illicit activities or any other purpose other
than to be a host, (d) derive or attempt to derive the source code, source files, or any
component or structure of all or any portion of any Product and/or Service by reverse
engineering, disassembly, decompilation, or any other means (the foregoing prohibitions
include review of data structures or similar materials produced by programs), or access or use
any Service in order to build or support or assist a third party in building or supporting, products
or services competitive to Spread Networks or its products and services, (e) remove, obscure or
alter any proprietary notice on Products, (g) use the Services to collect, process or store
financial or personal information, (h) use or permit the access to or use of any Product,
including the Service, for any unlawful activity, including exporting in violation of applicable law,
or (i) access or use the Products, Service or any other deliverable for any use other than the
those authorized in this Agreement. You acknowledge and agree that, except as set forth in this
Agreement, Spread Networks does not provide support for the Products and/or Service.
Without limiting our other remedies, We may (but are not required to) remotely suspend or
disable Products and/or Services that We believe have been transferred or are being used in
violation of this Agreement or for any other reason.
ARTICLE 2
EQUIPMENT
2.1 Installation. You are responsible for installing and activating the Product in
accordance with the instructions We provide. It is Your responsibility to obtain and keep in
effect all consents, authorizations, permits or licenses that may be required for the installation
and operation of the Products and/or Service on the premises, and You hereby represent and
warrant that You have and will at all times continue to have the rights to use the Products
and/or Services at the applicable location.
2.2 Ownership. As between You and Spread Networks, all content, hardware,
software or data made available to You through access or use of the Products or Service or
otherwise provided by Spread Networks ("Spread Networks Content"), is and will remain the
exclusive property of Spread Networks and its licensors. You may only use the Spread Networks
Content for Your own internal use in connection with a Product or Service.
2.3 Electrical and Internet Requirements. In order to use the Products and/or
Service, certain conditions must exist, including but not limited to The Hotspot must be plugged
into an object that provides electrical power and Internet provided by independent and
third-party companies. The electric power and/or Internet may have outages from time to time,
and during any such outage the Products and/or Service will be unable to operate, and Spread
Networks is not obligated to provide Service during any such outages and neither Spread
Networks nor any of its affiliates, suppliers or agents shall have any liability whatsoever for any
such failure.
2.4 Responsibility for Customer Equipment. Spread Networks will endeavor to use
reasonable means to provide hardware or technical support in the event of a related issue.
However, for the avoidance of doubt, Spread Networks shall not be deemed to have any
responsibility or obligation for the operation, support, maintenance or repair of any Product,
equipment, software or services that You elect to use in connection with the Products and/or
Service (the “Customer Equipment”). FROM TIME TO TIME CERTAIN FACTORS MAY RESULT IN
CUSTOMER EQUIPMENT BEING DAMAGED OR SUFFER SERVICE OUTAGES AS A RESULT OF THE
INSTALLATION, USE, INSPECTION, MAINTENANCE, REPAIR, AND REMOVAL OF PRODUCTS.
EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER SPREAD NETWORKS
NOR ANY OF ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS SHALL HAVE
ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, LOSS, OR DESTRUCTION TO THE THE
PRODUCT OR CUSTOMER EQUIPMENT. IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT BY SPREAD NETWORKS, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS,
SPREAD NETWORKS SHALL PAY AT OUR SOLE DISCRETION FOR THE REPAIR OR REPLACEMENT
OF THE DAMAGED CUSTOMER EQUIPMENT UP TO A MAXIMUM OF $100 (U.S DOLLARS) IN
GOOD FAITH. THIS SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO SUCH
ACTIVITY.
ARTICLE 3
TERMINATION AND MODIFICATION OF THIS
AGREEMENT, PRODUCTS AND SERVICES
3.1 Modifications of Terms of this Agreement, Products and Service. Spread
Networks may, from time to time and without prior notice, modify the terms of this Agreement
or, add, wholly discontinue, delete or otherwise alter or change the features or functionality of
the Products or Services or any Terms contained in this Agreement.
3.2 Termination of Agreement. Spread Networks may terminate this Agreement at
any time subject to the terms hereof. You may terminate this Agreement if Spread Networks
fails to cure any material breach of this Agreement within thirty (30) days after issuing written
notice, electronically, telephonically or by certified United States mail of the breach. After the
first three months of this Agreement following the “Effective Date” You may terminate this
Agreement by giving Spread Networks thirty (30) days’ written notice electronically or by
certified United States mail. If this Agreement is terminated within three months of the Effective
Date, Spread Networks reserves the right to withhold any amounts payable to You under this
Agreement. If Spread Networks terminates the Agreement for breach by You, Spread Networks
reserves the right to deduct its damages from any Host Payments paid or payable to You under
this Agreement.
3.3 Survival. All terms that by their nature would survive the termination of this
Agreement shall survive such termination (including, for example and without limitation, all
return obligations, limits of liabilities and indemnities, and other provisions).
ARTICLE 4
PAYMENT; CALCULATIONS; COSTS; TAXES AND DISCONTINUATION
4.1 Compensation.
Spread Networks will be responsible for all organizational and operating expenses incurred
during this Agreement, including and marketing or office expenses, professional legal,
regulatory and tax advice, the costs of the Products and Services (including the cost of
purchasing and shipping Hotspots or other hardware).
In consideration for Your agreement to host a Hotspot through Spread Networks or refer others
to host a Hotspot and in consideration of your satisfaction of the electrical, Internet and other
Customer Equipment requirements set forth in this Agreement, Spread Networks will
compensate on the following schedule:
- An amount equivalent to 30% of the total gross Helium Network Tokens (“HNT”) actually
received by Spread Networks as a direct result of the mining done by the specific
Hotspot that You host (the “Host Compensation”).
- An amount equivalent to 20% of the total gross Helium Network Tokens (“HNT”) actually
received by Spread Networks as a direct result of the mining done by the specific
Hotspots that you have referred to Spread Networks (“The Partner Compensation”)
The Host Compensation and the Partner Compensation will be paid no later than seven (7) days
following the end of each calendar month and You will receive and/or have access to a Report
(“The Report”) detailing the calculation of the Host Compensation and The Partner
Compensation, if applicable.
If during any period any factors outside of the control of Spread Networks occur including but
not limited to temporary technical issues with the Helium Network blockchain or API errors,
Spread Networks will endeavor to immediately notify You and timely update You and provide
Host Compensation and Partner Compensation as soon as such circumstances can be resolved.
By entering into this Agreement, You acknowledge that such issues may occur from time to time
and that neither Spread Networks nor any of its personnel, affiliates, directors, employees or
other associated parties are liable in any way for such occurrences.
The calculation of the Host Compensation and the Partner Compensation will be made as
follows:
The Host Compensation and Partner Compensation will be calculated on the last day of each
calendar month for the relevant prior calendar month (each such event, a “Payment Date”).
The Calculation of Host Compensation and Partner Compensation will use the official Oracle
Price (“The HNT Reference Price”) displayed on www.helium.com at 12:00 AM GMT on the first
date of the month. For the avoidance of doubt, this date, time and price are the only reference
points for determining monthly Host Compensation and Partner compensation.
You will receive a Host Compensation and the Partner Compensation to the Paypal address
(“The Payment Address”) You have provided Spread Networks.
4.2 PayPal Account. In order to receive Host Compensation or Partner Compensation
from this Agreement with Spread Networks, You must own and maintain a PayPal account in
good standing, and You must provide Your PayPal account information to Spread Networks so to
facilitate payment. You are solely responsible for notifying Spread Networks of any changes to
Your PayPal account. Failure to maintain Your PayPal Account or to notify Spread Networks of
any changes to Your account could delay payment or result in the loss of Host Compensation or
Partner Compensation.
4.3 Spread Networks is bound by legal, regulatory and tax laws and will not make any
payments to satisfy Host Compensation or Partner Compensation “in-kind” (e.g in HNT)
4.4 Host Acknowledgement. You acknowledge and agree that You are entitled to
Host Compensation only when the Product is powered on, connected to the Internet, and
mining HNT. Moving or obstructing the Products and/or Service may make it more difficult for
third-party devices to connect to the Products which can reduce mining activity and Host
Compensation and Partner Compensation. Spread Networks does not guarantee this
Agreement will result in receipt of any Host Compensation or Partner Compensation. The
amount of HNT mined from Hosting a Product (or introducing others to do the same to
generate Partner Commission) is a variable and may increase, decrease, or have no value at all
and is entirely out of Spread Networks’ control. By signing this Agreement, you acknowledge
that you sufficiently understand and accept the INHERENT VARIABILITY AND RISK FACTORS
including but not limited to an increase or decrease in the US Dollar value of the HNT Token,
and the rewards assigned by the Helium Network to any particular Product. or the number of
tokens any Product may mine or accrue. You further acknowledge and accept that Spread
Networks makes no representations, warranties or promises regarding the value of HNT, Host
Compensation or Partner Compensation that may be earned, if any.
4.5 Taxes; Independent Contractor. You acknowledge and agree that the receipt of
Host Compensation and/or Partner Compensation may constitute a taxable event. Spread
Networks will not withhold any portion of the Host Compensation or Partner Compensation for
payment of any local, state or Federal taxes unless required to do so by applicable law. You
acknowledge and agree that You are solely responsible and liable for payment of all applicable
Federal, state and local taxes. You agree to and will file in a timely manner all returns and
reports in relation to Your relationship with Spread Networks as may be required by applicable
law. You agree to defend, indemnify and hold Spread Networks harmless from tax-related claims
and against any and all alleged or actual damages resulting from any alleged or actual failure by
You to withhold or pay any applicable Federal, state or local taxes. You acknowledge and agree
that You are an independent contractor with respect to Spread Networks, and that this
Agreement does not form a partnership, joint venture or employment relationship between You
and Spread Networks. You acknowledge and agree that You are not and will not be considered
an employee of Spread Networks for any purpose.
4.6 You expressly agree to provide promptly and to update as necessary at any time
as reasonably requested by Spread Networks information, documentation, certifications
(including self-certifications) tax identification number, tax forms and verifications thereof that
Spread Networks deems necessary in connection with its ongoing tax, legal and regulatory
obligations.
4.7 Cancellations and Returns. You may decide at any time to stop using the
Products and Service by notifying Spread Networks at support@Spread Networks.io or at an
alternative email address or method as provided by Spread Networks from time to time. Upon
receipt of Your notice, Spread Networks will provide You instructions on discontinuing Your use
of the Product and Service and Your cancellation or decision to stop using the Products will be
deemed a termination of this Agreement under the terms hereof. You will be responsible for
returning any physical products provided to You by Spread Networks within 14 days.
ARTICLE 5
REFERRING HOSTS
5.1 Referral Program. Spread Networks, in its sole discretion, may offer a referral
program (“Referral Program”), allowing You to earn up to twenty percent (20%) of the total HNT
accrued by an eligible Host (“The Partner Compensation”) on the same commercial terms
set-forth in Section 4.1 of this Agreement for a 12 month period.
Friends, family or other persons referred to Spread Networks will be disqualified if Spread
Networks if such persons already have an existing active or inactive Spread Networks account or
Spread Networks has reason to believe it is not a bona fide referral. Any Partner Compensation
earned in consideration of hosts you refer (“The Referred Host”) for any referrals will be
credited to Your account according to the commercial and other terms stated herein. Spread
Networks will be responsible for providing the same Products and Services and Payments
directly to any Referred Host. Any Referred Host will enter into this Agreement with Spread
Networks.
You agree Spread Networks may change the terms and conditions of the Referral Program,
terminate the Referral Program, exclude You from the Referral Program or expire, deduct, limit,
or modify Your Referral Program rewards at any time at its sole discretion for any reason,
including but not limited to, if Spread Networks determines or believes that Your participation
in the Referral Program is in error, fraudulent, illegal, or otherwise in violation of this Agreement
or the spirit of this Agreement.
ARTICLE 6
YOUR ACCOUNT
6.1 Account Registration. In order to sign up to use the Products and Service, You
must provide certain personal information to Spread Networks to set up Your account, including
a social security number, EIN or TIN, as applicable, solely for Spread Networks to comply with its
tax obligations relating to Your status as an independent contractor. You must also include Your
PayPal account information and details in order to receive either Host Compensation or Partner
Compensation. During the registration process, You will be redirected to a secure partner(s)
where You will enter the required tax and banking related information. You acknowledge and
agree that You are required to provide complete and accurate registration and account
information when You perform this registration. You further acknowledge and agree that it is
Your responsibility to promptly notify us of any updates to this information. Failure to update
any of this information with Spread Networks could result in the delay of or loss of payment of
Host Compensation or Partner Compensation.
6.2 Account Access. After the completion of the registration process, Spread
Networks will provide You the opportunity to create a password-protected online account
through which You can manage Your account. You are responsible for maintaining the
confidentiality of Your user login, password and user codes, and You are responsible for all uses
of Your login, password and user codes, and any related changes, whether or not authorized by
You. You are also responsible for keeping all contact information current and accurate. Spread
Networks explicitly disclaims AND AND ALL LIABILITY arising out or of relating to the security,
use or misuse of the login IDs, passwords or user codes.
6.3 No person or entity shall be entitled to Host Compensation or Partner
Compensation unless they are named in this Agreement.
ARTICLE 7
DISCLAIMERS OF WARRANTIES; LIMITED SUPPORT SERVICES
7.1 Disclaimers. YOUR USE OF THE PRODUCTS AND SERVICE IS AT YOUR SOLE RISK.
THE PRODUCTS AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT
WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ALL REPRESENTATIONS AND
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY
Spread Networks TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Spread Networks
MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS,
QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PRODUCTS AND
SERVICE. SPREAD NETWORKS DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE
PRODUCTS AND SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL
OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; THAT
THE PRODUCTS AND SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR THAT
THE PRODUCTS AND SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS.
7.2 Limitations and Delays of Products. SPREAD NETWORKS’ PRODUCTS AND
SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE
USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THE OPEN-SOURCE
ENVIRONMENT AND THIRD PARTIES INCLUDING PRODUCTS SUPPLIED BY SPREAD NETWORKS.
SPREAD NETWORKS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER
DAMAGE RESULTING FROM SUCH PROBLEMS.
7.3 Limited Support Services. Spread Networks will endeavor to provide support and
ongoing maintenance to Hosts and Partners. However, requests will be handled based on the
facts and circumstances of each situation and Spread Networks expressly reserves the right to
limit such support and services at its sole discretion.
Please contact Our service department at support@spreadnetworks.io or in another manner
prescribed by Spread Networks. If the problem with the Product and/or Service cannot be
resolved remotely, We will send You instructions on how to obtain a replacement Product and
return the non-working Product to us. You accept and agree that you are obligated to return
the non-working Product to us within thirty (30) days of receiving a return shipment label,
which Spread Networks will pay for. If You fail to do so, We may charge You our prevailing price
for the Product.
ARTICLE 8
LIMITATIONS ON LIABILITY
8.1 No Indirect Damages. UNDER, NO CIRCUMSTANCES SHALL WE OR OUR
OFFICERS, SHAREHOLDERS, DIRECTORS, VENDORS, CONTRACTORS, EMPLOYEES AFFILIATES OR
THE HELIUM NETWORK BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR
INDIRECT, INCIDENTAL CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY DAMAGES, COST OF
SECURITY AND DATA BREACHES OR OTHER DAMAGES OF ANY TYPE OR KIND, INCLUDING
PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, PROPERTY DAMAGE, USE
OR OTHER ECONOMIC ADVANTAGE (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND
WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES)
ARISING FROM ANY ASPECT OF THE RELATIONSHIP PROVIDED FOR HEREIN. YOU EXPRESSLY
AGREE AND ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS OF LIABILITY FORM AN
ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY EVEN IF A
LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS DEEMED UNCONSCIONABLE.
8.2 LIMITATION OF LIABILITY. IN NO EVENT SHALL SPREAD NETWORKS’ OR ANY OF
ITS DIRECTORS, AFFILIATES, CONTRACTORS, SHAREHOLDERS, VENDORS, PERSONEL, EMPLOYEES,
THE HELIUM NETWORK OR SIMILARLY SITUATED PARTIES AGGREGATE LIABILITY EXCEED $100
US DOLLARS ($100) FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT
LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS,
AND OTHER TORTS. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
INDEMNIFICATION
9.1 Indemnity. You acknowledge and agree to FULLY indemnify, defend and hold
harmless Spread Networks, and its officers, directors, shareholders, vendors, contractors,
employees, or affiliates, as well as the Helium Network from and against any claims, causes of
action, proceedings, losses, damages, costs, expenses (including, without limitation, attorneys’
fees), liabilities, and settlements to the extent they arise out of, relate to, are in connection with
or result from any of Your actions or inactions whatsoever, or relate to, connect with, or arise or
result from the use in any way of the Products or Services.
ARTICLE 9
SECURITY AND PRIVACY
10.1 Security. YOU ARE SOLELY RESPONSIBLE FOR APPLYING APPROPRIATE SECURITY
MEASURES TO YOUR DATA, INTERNET ACCESS AND YOUR USE OF THE PRODUCTS AND
SERVICES. Notwithstanding the foregoing, Spread Networks will use commercially reasonable
efforts to maintain industry standard safeguards reasonably designed to protect the
confidentiality and integrity of, and to prevent unauthorized access to or use of the Products.
10.2 Third Party Security Providers. THIRD-PARTY SECURITY PROVIDER PRODUCTS OR
SERVICES ARE BETWEEN YOU AND THOSE THIRD-PARTIES PROVIDERS AND NOT SPREAD
NETWORKS. IF YOU ARE NOT COMFORTABLE WITH ANY THIRD-PARTY PROVIDER OR DISAGREE
WITH THEIR USE OR METHODS, WE RESPECT THAT DECISION AND YOU SHOULD NOT BE A HOST
OR PARTICIPATE IN OUR REFERRAL PROGRAM.
10.3 Privacy. Your privacy is important to Us. We agree to use Your personal
information in accordance with our Privacy Policy, and You consent and acknowledge that Your
personal information may be used in accordance with our Privacy Policy. We reserve the right
to modify Our Privacy Policy from time to time, effective upon posting the revised version on
our website. We encourage You to periodically check the regularly monitor the Privacy Policy
for any updates. If You disagree with anything in our Privacy Policy, You should discontinue
using our Products or Service. THE PRIVACY POLICIES OF THIRD-PARTY PROVIDERS GOVERN THE
COLLECTION AND USE OF YOUR INFORMATION BY THOSE THIRD-PARTIES AND ARE BETWEEN
YOU AND THE THIRD-PARTIES. IF YOU ARE NOT COMFORTABLE WITH ANY THIRD-PARTY
PROVIDER OR DISAGREE WITH THEIR USE, WE RESPECT THAT AND YOU SHOULD NOT
PARTICIPATE IN OUR HOST PROGRAM OR OUR REFERRAL PROGRAM.
10.4 Customer Content. All content or data received by a Product, or which You
deliver into the Service or otherwise provided by You to Spread Networks (whether directly or
indirectly, through an affiliate or authorized distributor) ("Host Content") is and will remain Your
exclusive property. You hereby grants Spread Networks, during the term of this Agreement, a
worldwide, non-exclusive, revocable, non transferable, non-assignable (other than as set forth
in royalty-free license (without the right to sublicense) to access, use, host, reproduce,
distribute, display, modify and prepare derivative works of all Host Content solely for purposes
of providing the Products to You, and to improve the Products (including the Service), which
license extends to any third party assisting Spread Networks in providing the Service,
10.5 Spread Networks Content. All content, software functionality or data made
available to you through access or use of the Service or otherwise provided by Spread Networks
("Spread Networks Content"), is and will remain the exclusive property of Spread Networks and
its licensors. You may only use the Spread Networks Content for your own internal use in
connection with a Product.
ARTICLE 10
INTELLECTUAL PROPERTY
11.1 Intellectual Property. Spread Networks and its licensors own all right, title and
interest (including all intellectual property rights) in and to the Hotspot. Nothing in this
Agreement shall transfer any title to the foregoing to You. As between the parties, Spread
Networks and its licensors own and retain all right, title and interest in and to any Hotspots, all
improvements, modifications and derivative works of the foregoing, and all intellectual property
rights in any of the foregoing or otherwise related to the Products and/or Services. To the extent
that You acquire any right, title or interest in or to any Hotspot, any deliverable, or any
intellectual property rights therein, You hereby assigns to Spread Networks and its licensors all
such right, title and interest. Except as provided in this Agreement, You are not provided with
any license or right to a Hotspot or the intellectual property rights therein, whether by
implication, estoppel or otherwise. You are not granted any right to use any Spread Networks
trademark, service mark, logo or trade name.
11.2 Feedback. Spread Networks values the feedback we receive. If You provide
Spread Networks with suggestions, comments or other feedback regarding the Products,
Services, Hotspots or any directly or indirectly related matters ("Feedback") You hereby grant
Spread Networks a license to, freely use, disclose, reproduce, license, distribute and otherwise
commercially exploit such Feedback in connection with any product, technology, service,
specification or other documentation.
ARTICLE 11
MISCELLANEOUS______
12.1 Promotional Third-Party Products. Spread Networks may send You promotional
products from third-parties. If You choose to accept or use such products, Your use of those
products and any and all issues relating thereto are between You and the third party and not
Spread Networks.
12.2 No Third-Party Beneficiaries. By signing this Agreement it is understood and
accepted among the parties that this Agreement and the covenants made herein are made
expressly and solely for the benefit of the parties hereto, and that no other shall be entitled or
be deemed to be entitled to any benefits of or rights hereunder, nor be authorized or entitled to
enforce any rights, claims or remedies hereunder or by reason hereof.
12.3 Severability. If a court of competent jurisdiction finds any provision of this
Agreement to be unlawful or unenforceable, that provision will not be severed from the
Agreement so as to affect the intent of the parties. The remainder of this Agreement will
continue in full force and effect. You and Spread Networks intend that all restrictions on use,
disclaimers of warranties, limitations of responsibility and liability, exclusions of damages or
other remedies, and indemnification rights of Spread Networks in this Agreement shall be
upheld and applied to the maximum extent permitted under law.
12.4 Entire Agreement. This Agreement constitutes the entire agreement between
You and Spread Networks. By entering into this Agreement, You affirm that You are not relying
on our advice, advertisements, or any other representation, promise, condition, inducement, or
warranty, express or implied, from any person that is not expressly and specifically set forth in
writing in this Agreement. Any modification of this Agreement shall only be effective upon the
signature of You and Spread Networks, at its sole discretion. In the event of a conflict between
this Agreement and any other communication, request, agreement or order, the terms of this
Agreement shall prevail.
12.5 Assignment. Spread Networks reserves the right to assign this Agreement, any
part thereof, and to subcontract any of Our rights and obligations contained in this Agreement at
its sole discretion.
You may not transfer this Agreement or any of the rights or obligations to any other party else
unless Spread Networks approves such an assignment, sale or transfer in writing.
12.6 Governing Law; Submission to Jurisdiction and Venue; Waiver of Jury Trial; The
Agreement and rights and obligations of the parties shall be governed by and construed in
accordance with the laws of the State of Delaware and the parties hereto hereby submit to the
exclusive jurisdiction of the federal and state courts of the State of Delaware. TO THE FULLEST
EXTENT PERMITTED BY LAW, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT, OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES ARISING
UNDER OR IN DIRECT OR INDIRECT CONNECTION WITH THIS AGREEMENT OR THE ACTIONS OF
THE PARTIES TO THIS AGREEMENT.
12.7 Notices. Except as otherwise provided herein, all notices provided for under this
Agreement will be in writing and will be deemed to have been duly given as indicated if sent to
either party’s electronic or physical address
If delivered in person or by courier: on the date it is delivered;
If sent by certified or registered mail (airmail if overseason) or the equivalent (return
receipt requested), or the date that mail is delivered;
If sent by email or by posting to a secure website with notice by email: on the date
the email is sent
All changes of address, whether physical or electronic, must be conveyed in writing.
Spread Networks Email: support@spreadnetworks.io
Spread Networks Mail: 300 South Wacker Drive, Suite 1500, Chicago IL, 60606
12.8 Headings. The headings contained herein are for convenience of reference only,
and are in no way intended to describe, interpret, define, change, modify or limit the scope,
extent, or intent, of this Agreement or any provision hereof.
12.9 Amendment of this Agreement. This Agreement may be amended by written
notice at the sole discretion of Spread Networks. If an amendment is made, Spread Networks will
endeavor to display the Amended Agreement on the date of the Amendment.
12.10 Waiver. No failure by either party hereto to exercise, and no delay in exercising,
any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of
any right hereunder by either party preclude any other or future exercise of that right or any
other right hereunder by that party. The rights, powers and remedies provided hereunder are
cumulative and are not exclusive of any rights, powers and remedies provided by law.
12.11 Force Majeure and Third Parties. To the extent that either party's performance is
prevented or delayed, either totally or in part, for reasons beyond that party's reasonable
control, then that party will not be liable for not performing, so long as it resumes performance
as soon as practicable after the reason delaying performance no longer exists. The ability of
Spread Networks to continue to maintain and support the Products or Services depend on third
parties and Spread Networks is not liable in any way for the failure of those third parties to
continue to perform or provide any products, services, or maintenance related thereto.
May 12th 2021
This Hosting Agreement (the “Agreement”) entered into on 2021 between
an individual with an address at (“You” or “Your”) and SPREAD
NETWORKS LLC, a Colorado limited liability company (“Spread Networks”, “We”, “Us” or “Our”)
with an office at 300 South Wacker Drive, Chicago IL 60606 The terms contained herein shall
govern the relationship between Spread Networks and You for the purpose of hosting a Spread
Networks’ Hotspot (the “Hotspot”).
For purposes of this Agreement, the term “Product” or "Products" may include but is not
limited to (i) the Spread Networks Hotspot and other devices together with any accessories and
related applications, and (ii) the remote monitoring and notifications services and all other
applications or other services provided by Spread Networks under this Agreement (the
"Service" or the “Services”).
WHEN YOU CLICK "I AGREE", CHECK A BOX OR OTHERWISE PROVIDE CONSENT DURING THE
ORDERING PROCESS, YOU AND WE ARE AGREEING TO BE BOUND BY THIS AGREEMENT TO THE
SAME EXTENT AS IF YOU AND WE HAD MANUALLY EXECUTED A PAPER COPY OF THIS
AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR
OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY
TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL
REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHOULD NOT PROCEED
WITH THE REGISTRATION PROCESS OR PURCHASE PRODUCTS OR SERVICES.
ARTICLE 1
SYSTEM AND SERVICES
I.1 Provision of Services. During the term of this Agreement, We will provide the
Products Services in accordance with this Agreement. In order for You to use the Services, You
are required to provide certain hardware, such as the applicable Products, a mobile phone,
personal computer, software, an Internet browser, and access to the Internet. During the Term,
Spread Networks grants You a personal, worldwide, non-exclusive, revocable and terminable (as
set forth in Section 3), non transferable, non assignable license (without the right to sublicense)
to access and use the Products and Services, solely in the form made available by Spread
Networks to You from time to time. Spread Networks will provide You with unique login
credentials for each authorized user, which may only be used by a single authorized user. You
are responsible for all use of the Products and Services by any person using the login
credentials. Spread Networks may deactivate any login credentials for any suspected
unauthorized use or any misuse of any Product or Service. Your use of the Products, including
without limitation the Service, is subject to Spread Networks's then current Privacy Policy and
may be modified from time to time, as well as to this Agreement.
I.2 Use Restrictions. You will not, directly or indirectly, (a) sell, lend, rent, distribute,
resell, lease, assign, license, sublicense or otherwise transfer to any third party any Product
and/or Service, or the rights granted to You with respect to any Product and/or Service, (b)
translate, port, modify, reproduce, distribute, republish, frame, download, cache, or make or
create derivative works based on any Product and/or Service, (c) access or use the Products
and/or Services in a way that implicates illegal or illicit activities or any other purpose other
than to be a host, (d) derive or attempt to derive the source code, source files, or any
component or structure of all or any portion of any Product and/or Service by reverse
engineering, disassembly, decompilation, or any other means (the foregoing prohibitions
include review of data structures or similar materials produced by programs), or access or use
any Service in order to build or support or assist a third party in building or supporting, products
or services competitive to Spread Networks or its products and services, (e) remove, obscure or
alter any proprietary notice on Products, (g) use the Services to collect, process or store
financial or personal information, (h) use or permit the access to or use of any Product,
including the Service, for any unlawful activity, including exporting in violation of applicable law,
or (i) access or use the Products, Service or any other deliverable for any use other than the
those authorized in this Agreement. You acknowledge and agree that, except as set forth in this
Agreement, Spread Networks does not provide support for the Products and/or Service.
Without limiting our other remedies, We may (but are not required to) remotely suspend or
disable Products and/or Services that We believe have been transferred or are being used in
violation of this Agreement or for any other reason.
ARTICLE 2
EQUIPMENT
2.1 Installation. You are responsible for installing and activating the Product in
accordance with the instructions We provide. It is Your responsibility to obtain and keep in
effect all consents, authorizations, permits or licenses that may be required for the installation
and operation of the Products and/or Service on the premises, and You hereby represent and
warrant that You have and will at all times continue to have the rights to use the Products
and/or Services at the applicable location.
2.2 Ownership. As between You and Spread Networks, all content, hardware,
software or data made available to You through access or use of the Products or Service or
otherwise provided by Spread Networks ("Spread Networks Content"), is and will remain the
exclusive property of Spread Networks and its licensors. You may only use the Spread Networks
Content for Your own internal use in connection with a Product or Service.
2.3 Electrical and Internet Requirements. In order to use the Products and/or
Service, certain conditions must exist, including but not limited to The Hotspot must be plugged
into an object that provides electrical power and Internet provided by independent and
third-party companies. The electric power and/or Internet may have outages from time to time,
and during any such outage the Products and/or Service will be unable to operate, and Spread
Networks is not obligated to provide Service during any such outages and neither Spread
Networks nor any of its affiliates, suppliers or agents shall have any liability whatsoever for any
such failure.
2.4 Responsibility for Customer Equipment. Spread Networks will endeavor to use
reasonable means to provide hardware or technical support in the event of a related issue.
However, for the avoidance of doubt, Spread Networks shall not be deemed to have any
responsibility or obligation for the operation, support, maintenance or repair of any Product,
equipment, software or services that You elect to use in connection with the Products and/or
Service (the “Customer Equipment”). FROM TIME TO TIME CERTAIN FACTORS MAY RESULT IN
CUSTOMER EQUIPMENT BEING DAMAGED OR SUFFER SERVICE OUTAGES AS A RESULT OF THE
INSTALLATION, USE, INSPECTION, MAINTENANCE, REPAIR, AND REMOVAL OF PRODUCTS.
EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER SPREAD NETWORKS
NOR ANY OF ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS SHALL HAVE
ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, LOSS, OR DESTRUCTION TO THE THE
PRODUCT OR CUSTOMER EQUIPMENT. IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT BY SPREAD NETWORKS, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS,
SPREAD NETWORKS SHALL PAY AT OUR SOLE DISCRETION FOR THE REPAIR OR REPLACEMENT
OF THE DAMAGED CUSTOMER EQUIPMENT UP TO A MAXIMUM OF $100 (U.S DOLLARS) IN
GOOD FAITH. THIS SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO SUCH
ACTIVITY.
ARTICLE 3
TERMINATION AND MODIFICATION OF THIS
AGREEMENT, PRODUCTS AND SERVICES
3.1 Modifications of Terms of this Agreement, Products and Service. Spread
Networks may, from time to time and without prior notice, modify the terms of this Agreement
or, add, wholly discontinue, delete or otherwise alter or change the features or functionality of
the Products or Services or any Terms contained in this Agreement.
3.2 Termination of Agreement. Spread Networks may terminate this Agreement at
any time subject to the terms hereof. You may terminate this Agreement if Spread Networks
fails to cure any material breach of this Agreement within thirty (30) days after issuing written
notice, electronically, telephonically or by certified United States mail of the breach. After the
first three months of this Agreement following the “Effective Date” You may terminate this
Agreement by giving Spread Networks thirty (30) days’ written notice electronically or by
certified United States mail. If this Agreement is terminated within three months of the Effective
Date, Spread Networks reserves the right to withhold any amounts payable to You under this
Agreement. If Spread Networks terminates the Agreement for breach by You, Spread Networks
reserves the right to deduct its damages from any Host Payments paid or payable to You under
this Agreement.
3.3 Survival. All terms that by their nature would survive the termination of this
Agreement shall survive such termination (including, for example and without limitation, all
return obligations, limits of liabilities and indemnities, and other provisions).
ARTICLE 4
PAYMENT; CALCULATIONS; COSTS; TAXES AND DISCONTINUATION
4.1 Compensation.
Spread Networks will be responsible for all organizational and operating expenses incurred
during this Agreement, including and marketing or office expenses, professional legal,
regulatory and tax advice, the costs of the Products and Services (including the cost of
purchasing and shipping Hotspots or other hardware).
In consideration for Your agreement to host a Hotspot through Spread Networks or refer others
to host a Hotspot and in consideration of your satisfaction of the electrical, Internet and other
Customer Equipment requirements set forth in this Agreement, Spread Networks will
compensate on the following schedule:
- An amount equivalent to 30% of the total gross Helium Network Tokens (“HNT”) actually
received by Spread Networks as a direct result of the mining done by the specific
Hotspot that You host (the “Host Compensation”).
- An amount equivalent to 20% of the total gross Helium Network Tokens (“HNT”) actually
received by Spread Networks as a direct result of the mining done by the specific
Hotspots that you have referred to Spread Networks (“The Partner Compensation”)
The Host Compensation and the Partner Compensation will be paid no later than seven (7) days
following the end of each calendar month and You will receive and/or have access to a Report
(“The Report”) detailing the calculation of the Host Compensation and The Partner
Compensation, if applicable.
If during any period any factors outside of the control of Spread Networks occur including but
not limited to temporary technical issues with the Helium Network blockchain or API errors,
Spread Networks will endeavor to immediately notify You and timely update You and provide
Host Compensation and Partner Compensation as soon as such circumstances can be resolved.
By entering into this Agreement, You acknowledge that such issues may occur from time to time
and that neither Spread Networks nor any of its personnel, affiliates, directors, employees or
other associated parties are liable in any way for such occurrences.
The calculation of the Host Compensation and the Partner Compensation will be made as
follows:
The Host Compensation and Partner Compensation will be calculated on the last day of each
calendar month for the relevant prior calendar month (each such event, a “Payment Date”).
The Calculation of Host Compensation and Partner Compensation will use the official Oracle
Price (“The HNT Reference Price”) displayed on www.helium.com at 12:00 AM GMT on the first
date of the month. For the avoidance of doubt, this date, time and price are the only reference
points for determining monthly Host Compensation and Partner compensation.
You will receive a Host Compensation and the Partner Compensation to the Paypal address
(“The Payment Address”) You have provided Spread Networks.
4.2 PayPal Account. In order to receive Host Compensation or Partner Compensation
from this Agreement with Spread Networks, You must own and maintain a PayPal account in
good standing, and You must provide Your PayPal account information to Spread Networks so to
facilitate payment. You are solely responsible for notifying Spread Networks of any changes to
Your PayPal account. Failure to maintain Your PayPal Account or to notify Spread Networks of
any changes to Your account could delay payment or result in the loss of Host Compensation or
Partner Compensation.
4.3 Spread Networks is bound by legal, regulatory and tax laws and will not make any
payments to satisfy Host Compensation or Partner Compensation “in-kind” (e.g in HNT)
4.4 Host Acknowledgement. You acknowledge and agree that You are entitled to
Host Compensation only when the Product is powered on, connected to the Internet, and
mining HNT. Moving or obstructing the Products and/or Service may make it more difficult for
third-party devices to connect to the Products which can reduce mining activity and Host
Compensation and Partner Compensation. Spread Networks does not guarantee this
Agreement will result in receipt of any Host Compensation or Partner Compensation. The
amount of HNT mined from Hosting a Product (or introducing others to do the same to
generate Partner Commission) is a variable and may increase, decrease, or have no value at all
and is entirely out of Spread Networks’ control. By signing this Agreement, you acknowledge
that you sufficiently understand and accept the INHERENT VARIABILITY AND RISK FACTORS
including but not limited to an increase or decrease in the US Dollar value of the HNT Token,
and the rewards assigned by the Helium Network to any particular Product. or the number of
tokens any Product may mine or accrue. You further acknowledge and accept that Spread
Networks makes no representations, warranties or promises regarding the value of HNT, Host
Compensation or Partner Compensation that may be earned, if any.
4.5 Taxes; Independent Contractor. You acknowledge and agree that the receipt of
Host Compensation and/or Partner Compensation may constitute a taxable event. Spread
Networks will not withhold any portion of the Host Compensation or Partner Compensation for
payment of any local, state or Federal taxes unless required to do so by applicable law. You
acknowledge and agree that You are solely responsible and liable for payment of all applicable
Federal, state and local taxes. You agree to and will file in a timely manner all returns and
reports in relation to Your relationship with Spread Networks as may be required by applicable
law. You agree to defend, indemnify and hold Spread Networks harmless from tax-related claims
and against any and all alleged or actual damages resulting from any alleged or actual failure by
You to withhold or pay any applicable Federal, state or local taxes. You acknowledge and agree
that You are an independent contractor with respect to Spread Networks, and that this
Agreement does not form a partnership, joint venture or employment relationship between You
and Spread Networks. You acknowledge and agree that You are not and will not be considered
an employee of Spread Networks for any purpose.
4.6 You expressly agree to provide promptly and to update as necessary at any time
as reasonably requested by Spread Networks information, documentation, certifications
(including self-certifications) tax identification number, tax forms and verifications thereof that
Spread Networks deems necessary in connection with its ongoing tax, legal and regulatory
obligations.
4.7 Cancellations and Returns. You may decide at any time to stop using the
Products and Service by notifying Spread Networks at support@Spread Networks.io or at an
alternative email address or method as provided by Spread Networks from time to time. Upon
receipt of Your notice, Spread Networks will provide You instructions on discontinuing Your use
of the Product and Service and Your cancellation or decision to stop using the Products will be
deemed a termination of this Agreement under the terms hereof. You will be responsible for
returning any physical products provided to You by Spread Networks within 14 days.
ARTICLE 5
REFERRING HOSTS
5.1 Referral Program. Spread Networks, in its sole discretion, may offer a referral
program (“Referral Program”), allowing You to earn up to twenty percent (20%) of the total HNT
accrued by an eligible Host (“The Partner Compensation”) on the same commercial terms
set-forth in Section 4.1 of this Agreement for a 12 month period.
Friends, family or other persons referred to Spread Networks will be disqualified if Spread
Networks if such persons already have an existing active or inactive Spread Networks account or
Spread Networks has reason to believe it is not a bona fide referral. Any Partner Compensation
earned in consideration of hosts you refer (“The Referred Host”) for any referrals will be
credited to Your account according to the commercial and other terms stated herein. Spread
Networks will be responsible for providing the same Products and Services and Payments
directly to any Referred Host. Any Referred Host will enter into this Agreement with Spread
Networks.
You agree Spread Networks may change the terms and conditions of the Referral Program,
terminate the Referral Program, exclude You from the Referral Program or expire, deduct, limit,
or modify Your Referral Program rewards at any time at its sole discretion for any reason,
including but not limited to, if Spread Networks determines or believes that Your participation
in the Referral Program is in error, fraudulent, illegal, or otherwise in violation of this Agreement
or the spirit of this Agreement.
ARTICLE 6
YOUR ACCOUNT
6.1 Account Registration. In order to sign up to use the Products and Service, You
must provide certain personal information to Spread Networks to set up Your account, including
a social security number, EIN or TIN, as applicable, solely for Spread Networks to comply with its
tax obligations relating to Your status as an independent contractor. You must also include Your
PayPal account information and details in order to receive either Host Compensation or Partner
Compensation. During the registration process, You will be redirected to a secure partner(s)
where You will enter the required tax and banking related information. You acknowledge and
agree that You are required to provide complete and accurate registration and account
information when You perform this registration. You further acknowledge and agree that it is
Your responsibility to promptly notify us of any updates to this information. Failure to update
any of this information with Spread Networks could result in the delay of or loss of payment of
Host Compensation or Partner Compensation.
6.2 Account Access. After the completion of the registration process, Spread
Networks will provide You the opportunity to create a password-protected online account
through which You can manage Your account. You are responsible for maintaining the
confidentiality of Your user login, password and user codes, and You are responsible for all uses
of Your login, password and user codes, and any related changes, whether or not authorized by
You. You are also responsible for keeping all contact information current and accurate. Spread
Networks explicitly disclaims AND AND ALL LIABILITY arising out or of relating to the security,
use or misuse of the login IDs, passwords or user codes.
6.3 No person or entity shall be entitled to Host Compensation or Partner
Compensation unless they are named in this Agreement.
ARTICLE 7
DISCLAIMERS OF WARRANTIES; LIMITED SUPPORT SERVICES
7.1 Disclaimers. YOUR USE OF THE PRODUCTS AND SERVICE IS AT YOUR SOLE RISK.
THE PRODUCTS AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT
WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ALL REPRESENTATIONS AND
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY
Spread Networks TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Spread Networks
MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS,
QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PRODUCTS AND
SERVICE. SPREAD NETWORKS DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE
PRODUCTS AND SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL
OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; THAT
THE PRODUCTS AND SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR THAT
THE PRODUCTS AND SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS.
7.2 Limitations and Delays of Products. SPREAD NETWORKS’ PRODUCTS AND
SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE
USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THE OPEN-SOURCE
ENVIRONMENT AND THIRD PARTIES INCLUDING PRODUCTS SUPPLIED BY SPREAD NETWORKS.
SPREAD NETWORKS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER
DAMAGE RESULTING FROM SUCH PROBLEMS.
7.3 Limited Support Services. Spread Networks will endeavor to provide support and
ongoing maintenance to Hosts and Partners. However, requests will be handled based on the
facts and circumstances of each situation and Spread Networks expressly reserves the right to
limit such support and services at its sole discretion.
Please contact Our service department at support@spreadnetworks.io or in another manner
prescribed by Spread Networks. If the problem with the Product and/or Service cannot be
resolved remotely, We will send You instructions on how to obtain a replacement Product and
return the non-working Product to us. You accept and agree that you are obligated to return
the non-working Product to us within thirty (30) days of receiving a return shipment label,
which Spread Networks will pay for. If You fail to do so, We may charge You our prevailing price
for the Product.
ARTICLE 8
LIMITATIONS ON LIABILITY
8.1 No Indirect Damages. UNDER, NO CIRCUMSTANCES SHALL WE OR OUR
OFFICERS, SHAREHOLDERS, DIRECTORS, VENDORS, CONTRACTORS, EMPLOYEES AFFILIATES OR
THE HELIUM NETWORK BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR
INDIRECT, INCIDENTAL CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY DAMAGES, COST OF
SECURITY AND DATA BREACHES OR OTHER DAMAGES OF ANY TYPE OR KIND, INCLUDING
PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, PROPERTY DAMAGE, USE
OR OTHER ECONOMIC ADVANTAGE (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND
WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES)
ARISING FROM ANY ASPECT OF THE RELATIONSHIP PROVIDED FOR HEREIN. YOU EXPRESSLY
AGREE AND ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS OF LIABILITY FORM AN
ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY EVEN IF A
LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS DEEMED UNCONSCIONABLE.
8.2 LIMITATION OF LIABILITY. IN NO EVENT SHALL SPREAD NETWORKS’ OR ANY OF
ITS DIRECTORS, AFFILIATES, CONTRACTORS, SHAREHOLDERS, VENDORS, PERSONEL, EMPLOYEES,
THE HELIUM NETWORK OR SIMILARLY SITUATED PARTIES AGGREGATE LIABILITY EXCEED $100
US DOLLARS ($100) FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT
LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS,
AND OTHER TORTS. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
INDEMNIFICATION
9.1 Indemnity. You acknowledge and agree to FULLY indemnify, defend and hold
harmless Spread Networks, and its officers, directors, shareholders, vendors, contractors,
employees, or affiliates, as well as the Helium Network from and against any claims, causes of
action, proceedings, losses, damages, costs, expenses (including, without limitation, attorneys’
fees), liabilities, and settlements to the extent they arise out of, relate to, are in connection with
or result from any of Your actions or inactions whatsoever, or relate to, connect with, or arise or
result from the use in any way of the Products or Services.
ARTICLE 9
SECURITY AND PRIVACY
10.1 Security. YOU ARE SOLELY RESPONSIBLE FOR APPLYING APPROPRIATE SECURITY
MEASURES TO YOUR DATA, INTERNET ACCESS AND YOUR USE OF THE PRODUCTS AND
SERVICES. Notwithstanding the foregoing, Spread Networks will use commercially reasonable
efforts to maintain industry standard safeguards reasonably designed to protect the
confidentiality and integrity of, and to prevent unauthorized access to or use of the Products.
10.2 Third Party Security Providers. THIRD-PARTY SECURITY PROVIDER PRODUCTS OR
SERVICES ARE BETWEEN YOU AND THOSE THIRD-PARTIES PROVIDERS AND NOT SPREAD
NETWORKS. IF YOU ARE NOT COMFORTABLE WITH ANY THIRD-PARTY PROVIDER OR DISAGREE
WITH THEIR USE OR METHODS, WE RESPECT THAT DECISION AND YOU SHOULD NOT BE A HOST
OR PARTICIPATE IN OUR REFERRAL PROGRAM.
10.3 Privacy. Your privacy is important to Us. We agree to use Your personal
information in accordance with our Privacy Policy, and You consent and acknowledge that Your
personal information may be used in accordance with our Privacy Policy. We reserve the right
to modify Our Privacy Policy from time to time, effective upon posting the revised version on
our website. We encourage You to periodically check the regularly monitor the Privacy Policy
for any updates. If You disagree with anything in our Privacy Policy, You should discontinue
using our Products or Service. THE PRIVACY POLICIES OF THIRD-PARTY PROVIDERS GOVERN THE
COLLECTION AND USE OF YOUR INFORMATION BY THOSE THIRD-PARTIES AND ARE BETWEEN
YOU AND THE THIRD-PARTIES. IF YOU ARE NOT COMFORTABLE WITH ANY THIRD-PARTY
PROVIDER OR DISAGREE WITH THEIR USE, WE RESPECT THAT AND YOU SHOULD NOT
PARTICIPATE IN OUR HOST PROGRAM OR OUR REFERRAL PROGRAM.
10.4 Customer Content. All content or data received by a Product, or which You
deliver into the Service or otherwise provided by You to Spread Networks (whether directly or
indirectly, through an affiliate or authorized distributor) ("Host Content") is and will remain Your
exclusive property. You hereby grants Spread Networks, during the term of this Agreement, a
worldwide, non-exclusive, revocable, non transferable, non-assignable (other than as set forth
in royalty-free license (without the right to sublicense) to access, use, host, reproduce,
distribute, display, modify and prepare derivative works of all Host Content solely for purposes
of providing the Products to You, and to improve the Products (including the Service), which
license extends to any third party assisting Spread Networks in providing the Service,
10.5 Spread Networks Content. All content, software functionality or data made
available to you through access or use of the Service or otherwise provided by Spread Networks
("Spread Networks Content"), is and will remain the exclusive property of Spread Networks and
its licensors. You may only use the Spread Networks Content for your own internal use in
connection with a Product.
ARTICLE 10
INTELLECTUAL PROPERTY
11.1 Intellectual Property. Spread Networks and its licensors own all right, title and
interest (including all intellectual property rights) in and to the Hotspot. Nothing in this
Agreement shall transfer any title to the foregoing to You. As between the parties, Spread
Networks and its licensors own and retain all right, title and interest in and to any Hotspots, all
improvements, modifications and derivative works of the foregoing, and all intellectual property
rights in any of the foregoing or otherwise related to the Products and/or Services. To the extent
that You acquire any right, title or interest in or to any Hotspot, any deliverable, or any
intellectual property rights therein, You hereby assigns to Spread Networks and its licensors all
such right, title and interest. Except as provided in this Agreement, You are not provided with
any license or right to a Hotspot or the intellectual property rights therein, whether by
implication, estoppel or otherwise. You are not granted any right to use any Spread Networks
trademark, service mark, logo or trade name.
11.2 Feedback. Spread Networks values the feedback we receive. If You provide
Spread Networks with suggestions, comments or other feedback regarding the Products,
Services, Hotspots or any directly or indirectly related matters ("Feedback") You hereby grant
Spread Networks a license to, freely use, disclose, reproduce, license, distribute and otherwise
commercially exploit such Feedback in connection with any product, technology, service,
specification or other documentation.
ARTICLE 11
MISCELLANEOUS______
12.1 Promotional Third-Party Products. Spread Networks may send You promotional
products from third-parties. If You choose to accept or use such products, Your use of those
products and any and all issues relating thereto are between You and the third party and not
Spread Networks.
12.2 No Third-Party Beneficiaries. By signing this Agreement it is understood and
accepted among the parties that this Agreement and the covenants made herein are made
expressly and solely for the benefit of the parties hereto, and that no other shall be entitled or
be deemed to be entitled to any benefits of or rights hereunder, nor be authorized or entitled to
enforce any rights, claims or remedies hereunder or by reason hereof.
12.3 Severability. If a court of competent jurisdiction finds any provision of this
Agreement to be unlawful or unenforceable, that provision will not be severed from the
Agreement so as to affect the intent of the parties. The remainder of this Agreement will
continue in full force and effect. You and Spread Networks intend that all restrictions on use,
disclaimers of warranties, limitations of responsibility and liability, exclusions of damages or
other remedies, and indemnification rights of Spread Networks in this Agreement shall be
upheld and applied to the maximum extent permitted under law.
12.4 Entire Agreement. This Agreement constitutes the entire agreement between
You and Spread Networks. By entering into this Agreement, You affirm that You are not relying
on our advice, advertisements, or any other representation, promise, condition, inducement, or
warranty, express or implied, from any person that is not expressly and specifically set forth in
writing in this Agreement. Any modification of this Agreement shall only be effective upon the
signature of You and Spread Networks, at its sole discretion. In the event of a conflict between
this Agreement and any other communication, request, agreement or order, the terms of this
Agreement shall prevail.
12.5 Assignment. Spread Networks reserves the right to assign this Agreement, any
part thereof, and to subcontract any of Our rights and obligations contained in this Agreement at
its sole discretion.
You may not transfer this Agreement or any of the rights or obligations to any other party else
unless Spread Networks approves such an assignment, sale or transfer in writing.
12.6 Governing Law; Submission to Jurisdiction and Venue; Waiver of Jury Trial; The
Agreement and rights and obligations of the parties shall be governed by and construed in
accordance with the laws of the State of Delaware and the parties hereto hereby submit to the
exclusive jurisdiction of the federal and state courts of the State of Delaware. TO THE FULLEST
EXTENT PERMITTED BY LAW, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT, OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES ARISING
UNDER OR IN DIRECT OR INDIRECT CONNECTION WITH THIS AGREEMENT OR THE ACTIONS OF
THE PARTIES TO THIS AGREEMENT.
12.7 Notices. Except as otherwise provided herein, all notices provided for under this
Agreement will be in writing and will be deemed to have been duly given as indicated if sent to
either party’s electronic or physical address
If delivered in person or by courier: on the date it is delivered;
If sent by certified or registered mail (airmail if overseason) or the equivalent (return
receipt requested), or the date that mail is delivered;
If sent by email or by posting to a secure website with notice by email: on the date
the email is sent
All changes of address, whether physical or electronic, must be conveyed in writing.
Spread Networks Email: support@spreadnetworks.io
Spread Networks Mail: 300 South Wacker Drive, Suite 1500, Chicago IL, 60606
12.8 Headings. The headings contained herein are for convenience of reference only,
and are in no way intended to describe, interpret, define, change, modify or limit the scope,
extent, or intent, of this Agreement or any provision hereof.
12.9 Amendment of this Agreement. This Agreement may be amended by written
notice at the sole discretion of Spread Networks. If an amendment is made, Spread Networks will
endeavor to display the Amended Agreement on the date of the Amendment.
12.10 Waiver. No failure by either party hereto to exercise, and no delay in exercising,
any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of
any right hereunder by either party preclude any other or future exercise of that right or any
other right hereunder by that party. The rights, powers and remedies provided hereunder are
cumulative and are not exclusive of any rights, powers and remedies provided by law.
12.11 Force Majeure and Third Parties. To the extent that either party's performance is
prevented or delayed, either totally or in part, for reasons beyond that party's reasonable
control, then that party will not be liable for not performing, so long as it resumes performance
as soon as practicable after the reason delaying performance no longer exists. The ability of
Spread Networks to continue to maintain and support the Products or Services depend on third
parties and Spread Networks is not liable in any way for the failure of those third parties to
continue to perform or provide any products, services, or maintenance related thereto.