Terms

These Customer Terms of Service (the "Customer Terms") describe your rights and responsibilities when using our WiFi Marketing Platform (the "Services"). Please read them carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are using a WiFi Hotspot set up and operated by a Customer, the User Terms of Service (the "User Terms") govern your access and use of the Services.

Who is a customer?

"Customer" is the organization that you represent in agreeing to the Contract. If your Cucumber Tony dashboard is being set up by someone who is not formally affiliated with an organization, Customer is the individual creating the dashboard. For example, if you signed up using a personal email address but haven't formed a company yet, you are the Customer.

The Legal Bits

This TOS, is an agreement you must accept in order to use Cucumber Tony's Service (as defined below). It is applicable to (a) "Owners" -- this includes Primary Owners who initially set up the Service and other Owners that are granted ownership privileges by the Primary Owner; (b) Administrators – those who manage and run a location, project or brand, or group ("Administrators") (Owners and Administrators, collectively "Administrative Users"), and to c) Members – users who are invited to join an existing dashboard that has already been created in the Service by an Administrator ("Members"). The terms "you" and "users" encompass all users, including both Administrative Users and Members. This document describes both your rights and your obligations as part of using the Service. It is important that you read it carefully because you will be legally bound to these terms. Cucumber Tony only provides its Service (as defined below) to you subject to this TOS. By accepting this TOS or by accessing or using the Service, you agree to be bound by this TOS (including the Privacy Policy, which is incorporated here by reference).

If you are entering into this TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, its Members, its Administrative Users, and its affiliates to this TOS. In that case, the terms "you" or "your" shall also refer to such entity, its Members, its Administrative Users, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this TOS, you may not use the Service. You acknowledge that this TOS is a contract between you and Cucumber Tony, even though it is electronic and is not physically signed by you and Cucumber Tony, and it governs your use of the Service.

Modification

As our business evolves, we may change these Customer Terms and the other components of the Contract (except any Order Forms). If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect by emailing the email address associated with Customer's account. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer's acceptance of any revised terms and conditions.

Cucumber Tony may, in its sole discretion, modify or revise the TOS and subscriptions at any time without notice to you, and you agree to be bound by such modifications or revisions. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to the TOS. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the TOS at any time at: https://ct-networks.io/terms

Description of Service

Cucumber Tony is a web-based WiFi management and splash page platform (the "Service"). Your use of the Service is at your sole risk. The service is provided on an AS IS and AS AVAILABLE basis. You understand that your content may be transferred unencrypted over the internet.

Eligibility

The Services are not targeted towards, nor intended for use by, anyone under the age of 16. By using the Services, you represent and warrant that you are 16 years of age or older. If you are under the age of 16, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.

To sign up for the Services, you must register for an account on the Services (an "Account"). You must provide accurate and complete information and keep your Account information updated. You shall not:

Select or use as a username a name of another person with the intent to impersonate that person;
Use as a username a name subject to any rights of a person other than you without appropriate authorization; or
Use, as a username, a name that is otherwise offensive, vulgar or obscene.

You are solely responsible for the activity that occurs on your Account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents), and for keeping your Account password secure. You may never use another person's user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorised use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates. Cucumber Tony will not be liable for any loss or damage as a result of your failure to provide us with accurate information or to keep your Account secure.

Our Responsibilities

Providing the Services

We will (a) make the Services available to Customer and its Authorized Users as described in the Contract; and (b) not use or process Customer Data for any purpose without Customer's prior written instructions; provided, however, that "prior written instructions" will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract.

Keeping the Services Available

For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Customer with advance notice (e.g., through the Services), if we think it may exceed five (5) continuous minutes.

Protecting Customer Data

The protection of Customer Data is a top priority for us. We will maintain administrative, physical, and technical safeguards at a level not materially less protective than as described in our Security policy. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer's or its representatives' or agents' possession or control.

Your Data

Customer Data - including MAC addresses, email addresses, social profiles of Users accessing the Internet by way of WiFi Splash Pages. Customer will own all Customer Data. Customer may delete or download all Customer Data at any point.

A self-service portal will allow the User to access their own data and usage records. Users will be able to delete their data and download as a CSV. The User will be able to update their marketing preferences. Customer will be notified by email when a User has deleted any data.

In order for us to provide the Service to you, we require that you grant us certain rights with respect to Your Data. For example, we need to be able to transmit, store and copy Your Data in order to display it to you and your Users, to index it so you are able to search it, to make backups to prevent data loss, and so on. Your acceptance of this TOS gives us the permission to do so and grants us any such rights necessary to provide the service to you, only for the purpose of providing the service (and for no other purpose). This permission includes allowing us to use third-party service providers (such as Amazon Web Services) in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order for the Service to be provided.

Access logs for the Users will be retained for a period of 12 months. Access logs include User's MAC addresses, IP addresses, location address, session time and data transferred. This data will be retained in case any legal authorities request it.

If you export Customer Data from the Cucumber Tony dashboard, you agree to inform the Users. You must also include a link to your own terms and conditions on the splash pages. As the data controller, it is your responsibility to ensure you're using trusted providers. You must also ensure you adhere to their terms.

Proper Use

You agree that you will use the Service in compliance with all applicable local, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You agree that you will not transmit, distribute, post, store, link, or otherwise traffic in Content, information, software, or materials on or through the Service that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, offensive, profane, contains or depicts pornography that is unlawful, or is otherwise inappropriate as determined by us in our sole discretion, you know is false, misleading, untruthful or inaccurate, constitutes unauthorised or unsolicited advertising, fraudulent or inappropriate purpose; impersonates any person or entity, including any of our employees or representatives, includes anyone's identification documents or sensitive financial information. Cucumber Tony may permit, in its sole discretion, adult websites that abide by laws and regulations or resell, duplicate, reproduce or exploit any part of the Service without the express written permission of Cucumber Tony; use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service.

You acknowledge that Cucumber Tony and its designers shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any of Your Data that is available via the Service. We may also review Your Data transmitted through non-public mechanisms (such as non-public channels within the Service) where we deem appropriate, including for violations of this TOS or in response to a user complaint. Without limiting the foregoing, Cucumber Tony and its designees shall have the right to remove any of Your Data that violates the TOS or is otherwise objectionable. You must evaluate, and bear all risks associated with, the use of Your Data, including any reliance on the accuracy, completeness, or usefulness of Your Data.

Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to government penalties and other legal consequences.

Payment Terms

A valid credit card is required for you to use the Service. The Services are billed in advance on a monthly basis and are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade accounts, or for months unused with an open account.

For Customers that purchase our Services, fees are specified at the Services interface "check-out" must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event Customer downgrades any subscriptions from a paid plan to a free plan, Customer will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.

Please consult our help centre about per-person billing and how this is billed.

You must provide current, complete and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us if your payment method is cancelled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorised disclosure or use of your username or password. Changes to such information can be made at https://dashboard.ctapp.io/#/me. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of paid services under your billing account unless you have terminated your paid services as set forth above.

No Purchase order number is required. For clarity, the Customer is obligated to pay all applicable Fees without any requirement for Cucumber Tony to provide a purchase order number on an invoice (or otherwise).

Cancellation

Upon cancelling an account, the Customer account will be deleted with immediate affect. No refunds or part-refunds may be given for any time remaining. There is no free plan with Cucumber Tony which we can downgrade to.

Arrearages

Payments not made within ten (10) days of invoicing will be deemed in arrears. For accounts in arrears, if any amount is more than ten (10) days overdue, without the requirement of providing notice of such arrears, Cucumber Tony may suspend service to such account and bring legal action to collect the full amount due, including any attorneys' fees and costs.

Suspension for Nonpayment

If a Subscriber is past due on their balance, Cucumber Tony may send up to three (3) email notifications within a fifteen (15) day period before suspending the Subscriber's account. Cucumber Tony reserves the right to delete the Subscriber's Services after the final termination notice.

All fees are inclusive of all taxes or duties imposed by governing authorities. You alone are responsible for payment of all such taxes or duties.

Modifications

To the services

Cucumber Tony reserves the right to make commercially reasonable updates to the Service at any time for any reason with or without notice.

To the agreement

Cucumber Tony may make changes to this Agreement, including any linked documents from time to time. Unless otherwise noted by Cucumber Tony, material changes to the Agreement will become effective 30 days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. If Customer does not agree to the revised Agreement, the customer must stop using the service.

To the fees

Cucumber Tony reserves the right to modify or revise Service fees at any time, and you agree to be bound by such modifications or revisions.

Cancellation and Termination

You are solely responsible for the proper cancellation of your account. You may cancel your account at any time by clicking on the Account Settings tab and then Billing. The company Billing page has a simple "Cancel account" button. An email or phone request to cancel your account is not considered cancellation. There will be no refund if you cancel the Service before the end of your current, paid-up month, and you will not be charged thereafter. There is no cancellation fee. Cancellation is immediate, and all of your Content will be immediately deleted from the Service upon cancellation. Cucumber Tony may at any time and for any reason terminate the Services, terminate this Agreement, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system.

Intellectual Property Rights

You acknowledge that Cucumber Tony owns all right, title and interest in and to the Service, including without limitation all intellectual property rights, and such rights are protected by international intellectual property laws. You agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. Cucumber Tony claims no intellectual property rights over the material you provide to the Service.

Technical Support Services

Customer is responsible for technical support of any services provided.

Subject to payment of applicable support Fees, Cucumber Tony will provide support to Customer during the Term in accordance with the Support Guidelines.

Anti-Spam

As a WiFi Marketing service that delivers emails, we're required to enforce spam laws. As a Customer, you agree not to use the Service to send spam. By "spam," we mean the definition on the Spamhaus website.

You should also familiarise yourself with each country's spam rules here.

Publicity

The Customer is permitted to state publicly that it is a customer of Cucumber Tony, consistent with the Trademark and Brand Guidelines. If the Customer wants to display Cucumber Tony Logos in connection with its use of the Services, Customer must obtain written permission from Cucumber Tony. Cucumber Tony may include Customer's name or brand in a list of Cucumber Tony customers, online or in promotional materials. Cucumber Tony may also verbally reference The Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party's brand will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party's right to use its brand under this Section with written notice to the other party and a reasonable period to stop the use.

Warranties and Liability

Cucumber Tony does not warrant that:

the Services will meet your requirements or expectations,
the Service will be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data
bugs or errors will be corrected,
the mathematical calculations performed by the Service is accurate.

The Services are provided to you strictly on an "as is" basis. All conditions, 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 to the maximum extent permitted by applicable law. You expressly understand and agree that Cucumber Tony shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Cucumber Tony has been advised of the possibility of such damages), resulting from your usage of the Service.

Force Majeure

Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Abuse

You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any Cucumber Tony employee. Doing so will result in an immediate deletion of your services. We do not tolerate abuse in any form.

Indemnification

You agree to hold harmless and indemnify Cucumber Tony, and its affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Cucumber Tony will provide you with written notice of such claim, suit or action. The failure of Cucumber Tony to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. The TOS constitutes the entire agreement between you and Cucumber Tony and govern your use of the Service, superseding any prior agreements between you and Cucumber Tony (including, but not limited to, any prior versions of the TOS).

If you have any questions regarding this Terms of Service or if you wish to discuss the terms and conditions contained herein please contact Cucumber Tony on [email protected].

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Customer Terms

Effective: April 2018