PLEASE READ THE FOLLOWING BOINGO MOBILE CUSTOMER AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE SIGNING UP FOR A BOINGO MOBILE ACCOUNT OR USING THE BOINGO WIRELESS INTERNET SERVICES. THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN YOU (AN ENTITY OR PERSON) AND BOINGO WIRELESS, INC. BY PROCEEDING TO ESTABLISH AN ACCOUNT AND/OR USE THE BOINGO SERVICES, YOU AGREE TO BE BOUND TO THE TERMS AND CONDITIONS STATED BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT SIGN UP FOR AN ACCOUNT OR USE THE SERVICES. BY ESTABLISHING OR USING AN ACCOUNT WITH BOINGO, AND/OR BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND TO USE THE SERVICES IN COMPLIANCE WITH THIS AGREEMENT AND OTHER BOINGO POLICIES POSTED ON THE BOINGO WEBSITE, INCLUDING THE END USER LICENSE AGREEMENT (IF YOU ARE USING THE BOINGO SOFTWARE), OUR PRIVACY POLICY (WHICH IS LOCATED AT THE APPLICABLE URL SET FORTH UNDER THE "PRIVACY POLICY" HEADING, BELOW) AND WEBSITE TERMS OF USE (LOCATED AT HTTP://WWW.BOINGO.COM/BOINGO-LEGAL-NOTICES.PHP, AND INCORPORATED HEREIN BY THIS REFERENCE). IN THE EVENT OF ANY CONFLICT BETWEEN SUCH TERMS AND THIS AGREEMENT, THE TERMS OF THIS AGREEMENT SHALL APPLY. YOU SHOULD PRINT AND KEEP A COPY OF THIS AGREEMENT FOR YOUR FUTURE REFERENCE.

BOINGO WIRELESS, INC. MOBILE SERVICE AGREEMENT

The terms and conditions of this Agreement govern the relationship between you ("Customer" or "you") and Boingo Wireless, Inc. ("Boingo"). Boingo provides its mobile device wireless Internet access services, as they may exist from time to time ("Services"), to customers who establish an account. You must be at least 18 years old to establish an account. By establishing or using an account with Boingo, you agree to be bound by this Agreement and to use the Services in compliance with this Agreement and other Boingo policies posted on the Boingo website.

1. PAYMENT AND USE OBLIGATIONS. You must (i) provide Boingo (or the third-party service provider authorized by Boingo) with accurate and complete billing information including legal name, address, telephone number, and credit card/billing information, and (ii) report to Boingo all changes to this information within 30 days of the change. You are responsible for any charges to your account. If you have questions regarding charges to an account, you should contact Boingo's Customer Service Department by email at service@boingo.com <>. All charges are considered valid unless disputed in writing within 60 days of the billing date. Adjustments will not be made for charges that are more than 60 days old.

   Charges are billed to your credit card each month for the applicable service plan and any additional usage or services. Boingo is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by Boingo. Delinquent accounts may be suspended or canceled at Boingo's sole discretion. However, charges will continue to accrue until the account is canceled and collection, late fees or other similar fees may be added. Boingo may bill an additional charge to reinstate a suspended account.

   You agree that you may use your Boingo Mobile Service account only with a handheld mobile device that incorporates Boingo's handset-based Wi-Fi connection software. You may not use your Boingo Mobile Service account with any laptop or notebook computer.

   You acknowledge that certain components of the Boingo software ("Open Source Components") are covered by so-called "open source" software licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, such as the GNU GPL, Apache or BSD licenses. The list of open source components in the software you download will be included in your download package and also at the following link: http://www.boingo.com/opensource. You acknowledge receipt of notices for the Open Source Components. To the extent required by the licenses covering Open Source Components, the terms of such licenses will apply in lieu of the terms of this Agreement. To the extent the terms of the licenses applicable to Open Source Components prohibit any of the restrictions in this Agreement with respect to such Open Source Component, such restrictions will not apply to such Open Source Component. To the extent the terms of the licenses applicable to Open Source Components require Licensor to make an offer to provide source code or related information in connection with the Software, such offer is hereby made. Any request for source code or related information should be directed only to: legal@boingo.com.

2. LOCATIONS AND FEES. Access points or enabled venues may not be available in all areas. The Services may entail different fees at different locations; some locations are not included in Boingo's on-going subscription accounts or other flat-rate plans. Current prices for Boingo's Services and the locations where such Services are available are posted on the Boingo mobile services website. Boingo reserves the right to change prices and locations, and institute new fees at any time. You must contact Boingo if you are unsure of the fees charged at a particular location where the Services are available. You are responsible for determining the fees prior to using the Services each time.

3. YOUR USERNAME AND PASSWORD; SECURITY. Upon registration, you will receive a username, password, and account identification number. You are the only authorized user of your Boingo account, unless expressly specified otherwise in your service plan, and your use of your account must comply with this Agreement. You should keep your password confidential so that no one else may access the Services through your account. Please notify Boingo immediately upon discovering any unauthorized use of your account. You agree not to use any automatic method to avoid disconnection due to inactivity; you may not maintain a connection unless actively using it. You also agree not to provide any public information services over a wireless LAN connection.

   Usernames and passwords are Boingo's property and Boingo may alter or replace them at any time. If you do not use your account for a period of at least 18 months, we may automatically close your account, purge your personal information and release your username. In order to ensure that your account remains in good standing, please log into a commercial Boingo hotspot at least every 18 months.

4. MONITORING THE SERVICES. Boingo has no obligation to monitor the Services or your use thereof, but may do so and disclose information regarding use of the Services as more fully described in our Privacy Policy, as linked above

5. WARRANTY DISCLAIMER. EXCEPT FOR CERTAIN PRODUCTS AND SERVICES SPECIFICALLY IDENTIFIED AS BEING OFFERED BY BOINGO, BOINGO DOES NOT CONTROL ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES ON THE INTERNET. THE INTERNET CONTAINS UNEDITED MATERIALS, SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. BOINGO HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY FOR SUCH MATERIALS. YOU ASSUME FULL RESPONSIBILITY AND RISK FOR USE OF THE SERVICES THE BOINGO NETWORK AND THE INTERNET AND ARE SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ALL SERVICES, PRODUCTS, AND OTHER INFORMATION, AND THE QUALITY AND MERCHANTABILITY OF ALL MERCHANDISE PROVIDED THROUGH THE SERVICE OR THE INTERNET.

6. LIMITATION OF LIABILITY. THE SERVICES, BOINGO'S NETWORK AND THIRD PARTY NETWORKS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BOINGO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BOINGO MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AND CUSTOMER WAIVES ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED BY OR THROUGH BOINGO DIRECTLY OR INDIRECTLY. YOU EXPRESSLY ACKNOWLEDGE THAT THERE ARE SECURITY, PRIVACY AND CONFIDENTIALITY RISKS INHERENT IN WIRELESS COMMUNICATIONS AND TECHNOLOGY AND BOINGO DOES NOT MAKE ANY ASSURANCES OR WARRANTIES RELATING TO SUCH RISKS. NO ADVICE OR INFORMATION GIVEN BY BOINGO OR ITS REPRESENTATIVES WILL CREATE A WARRANTY. BOINGO AND ITS EMPLOYEES ARE NOT LIABLE FOR ANY COSTS OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SERVICES OR THE INTERNET, INCLUDING ANY INDIRECT, INCIDENTAL, EXEMPLARY, MULTIPLE, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. IN ANY EVENT, BOINGO'S CUMULATIVE LIABILITY TO ANY CUSTOMER FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SERVICES AND/OR LICENSED PROGRAMS WILL NOT EXCEED THE GREATER OF: (I) $1,000 OR (II) TOTAL AMOUNT OF SERVICE FEES PAID DURING A ONE YEAR PERIOD PRECEDING THE ACCRUAL OF THE CLAIM.

7. INDEMNIFICATION. You agree, at your expense, to defend and hold harmless Boingo and its affiliates, officers, directors and employees from and against any and all costs, damages and reasonable attorneys' fees resulting from any claim that your use of the Services injured or otherwise violated any right of any third party or violates any law.

8. ACCEPTABLE USE POLICY. By using the Boingo Website or services, you agree to the following AUP: using the Boingo Website or services, you agree to the following AUP: Boingo does not actively monitor the use of the Services. Similarly Boingo does not exercise editorial control or review over the content of any website, electronic mail transmission, newsgroup, or other material created or accessible over or through the Services. However, Boingo may remove, block, filter, or restrict by any other means any materials that, in Boingo's sole discretion, may be illegal, may subject Boingo to liability or may violate this AUP. Boingo may cooperate with legal authorities or third parties in the investigation of any suspected or alleged crime or civil wrong. Violation of this AUP may result in the suspension or termination of either access to the Services and your Boingo account or other actions as detailed below. When you use the Services, the third-party from whom Boingo has obtained the right to access the applicable hotspot at which the Services are being used is an intended third-party beneficiary of this AUP. Without limiting the foregoing, except to the extent expressly set out in this Agreement or with our express written permission (in which case you must comply with any terms relating to such use that we specify), you agree not to use the Services:

   1. to transmit any information or written, graphic or photographic material ("Material") (by uploading, posting, email or otherwise) that is unlawful, threatening, abusive, harassing, tortious, defamatory, obscene, pornographic, libelous, invasive of another's privacy, threatening, menacing, offensive, hateful or racially, ethnically or otherwise objectionable;
   2. to harm, or attempt to harm, minors in any way;
   3. to impersonate any person or entity or falsely state or otherwise misrepresent your identity or status or misrepresent your affiliation with a person or entity; forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Services;
   4. to transmit any Material (by uploading, posting, email or otherwise) in breach of this Agreement including any Materials that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
   5. to transmit any Material (by uploading, posting, email or otherwise) that infringes any patent, trademark, trade secret, copyright or other intellectual property, privacy, publicity or other rights of any third party;
   6. to transmit (by uploading, posting, email or otherwise) any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
   7. to transmit any Material (by uploading, posting, email or otherwise) that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
   8. to disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
   9. to interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
   10. to hack into the Boingo Website or any other related computer system, make excessive traffic demands, forward chain letters, surveys, contests, pyramid schemes or otherwise engage in any other behavior that may reasonably be expected to inhibit other users from using and enjoying the Boingo Website or any other website or damage or destroy the reputation of Boingo or any third party;
   11. to intentionally or unintentionally violate any applicable law, regulation or statute including, but not limited to, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
   12. to "stalk" or otherwise harass, threaten, or violate the rights of others; or collect, store or process, or attempt to collect, store or process, personal data about third parties without their knowledge or consent;
   13. to resell or advertise to resell the Services without Boingo's authorization; or
   14. as a replacement for residential or commercial Internet access or for high volume data transfers, especially sustained high volume data transfers, hosting a web server, IRC server, or any other server;
   15. customers are not permitted to schedule or program automated logins to the Services.

   
   Boingo requests that anyone who believes that there is a violation of the AUP direct the information to: service@boingo.com <>. If available, please provide the following information: (i) the IP address used to commit the alleged violation; (ii) the date and time of the alleged violation, including the time zone; and (iii) evidence of the alleged violation. When reporting an issue regarding unsolicited email please provide a copy of the email messages with full headers which typically provides all of the above data. Other situations will require different methods of providing the necessary information.

   Boingo may take any one or more of the following actions, or other actions not listed, at Boingo's sole discretion in response to complaints: (i) issue warnings, written or oral; (ii) suspend the customer's account; (iii) terminate the customer's account; (iv) bill the customer or user for administrative costs and/or reactivation charges, with a minimum administrative cost; or (v) bring legal action to enjoin violations and/or to collect damages, if any, caused by violations.

9. TERM OF AGREEMENT. Continued use of the Services constitutes acceptance of this Agreement and any future versions. If you are dissatisfied with the Services or any related terms, conditions, rules, policies, guidelines, or practices, your sole and exclusive remedy is to discontinue using the Services and terminate your account.

10. INTELLECTUAL PROPERTY. All content included on Boingo's website or the Services, including without limitation, text, graphics, logos, buttons, icons, images and software, is the property of Boingo or its licensors or partners and is protected by U.S. and international copyright and trademark laws. Reproduction, reverse-engineering, duplication, modification, distribution, transmission, replication, display or performance of the content of the Boingo website without the express written permission of Boingo is strictly prohibited. Please see our Terms of Use for more information.

11. TERMINATION. You may terminate your account at any time and for any reason by providing notice of intent to terminate to Boingo at least 5 business days prior to the end of your billing cycle. Notice may be provided by registered or certified mail, return receipt requested addressed to Boingo Wireless, Inc., Customer Service, 10960 Wilshire Blvd. Suite 800, Los Angeles, CA 90024. Your termination will only be complete upon your receipt of a cancellation confirmation number from Boingo. If a termination notice is received at least 5 business days prior to the end of your current billing cycle, termination of your account will be effective at the end of your then current billing cycle. If a termination notice is received less than 5 business days prior to the end of your current billing cycle, charges to your account may continue until the end of the following billing cycle.

    Without prior notice, Boingo may terminate this Agreement, your password, your account, or your use of the Services, for any reason, including, without limitation, if Boingo, in its sole discretion, believes you have violated this Agreement or any of the policies applicable to customers, or if you fail to pay any charges when due. Boingo may provide termination notice to you by email or by US Mail or courier service to the address you provided for the Services. All notices to you will be deemed effective on the first (1st) calendar day following the date of electronic mailing or on the fourth (4th) calendar day following the date of first-class mailing or deposit with a commercial courier service.

    The provisions of the following sections of this Agreement will survive termination of this Agreement 3, 5, 6, 7, 8, 10, 11, 12, 13 and 14.

12. Governing Law. For the avoidance of doubt, unless otherwise required by law, any contract for the provision of the Services will be deemed to have been concluded in California, United States of America. Further, any such contract will be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement or any contract for provision of the Services shall be finally settled by arbitration in Los Angeles County, California, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief at any time. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Southern District of California.

13. 13. Severability. If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, that provision will either be deemed modified to the minimum extent necessary to render it enforceable, or else disregarded. In either case, the remaining provisions shall continue in full force and effect.

14. MISCELLANEOUS.This Agreement sets out all of the terms that have been agreed between Boingo and you in relation to the subjects covered by it. Subject to Section 16(b)(iv), no other representations or terms shall apply to form part of this Agreement. This Agreement and the Privacy Policy, and Boingo's other Customer policies posted on the Boingo Website constitute the entire agreement between you and Boingo with respect to your use of the Services. Boingo may revise, amend, or modify this Agreement and any other Customer policies and agreements at any time and in any manner without notice. You should check these policies each time you revisit the Boingo Website. All notices and return of the Boingo software and documentation should be delivered to: Boingo Wireless, Inc., 10960 Wilshire Boulevard, Suite 800, Los Angeles, CA 90024, USA, Attn: Corporate Counsel.