BOINGO WIRELESS, INC. END USER LICENSE AGREEMENT AND CUSTOMER AGREEMENT (WITH ACCEPTABLE USE POLICY)

THIS DOCUMENT CONTAINS BOTH THE END USER LICENSE AGREEMENT AND THE CUSTOMER AGREEMENT (WITH ACCEPTABLE USE POLICY). PLEASE CAREFULLY REVIEW BOTH THESE DOCUMENTS.

This document consists of the Customer Agreement (the “Customer Terms and Conditions”), Acceptable Use Policy (the “AUP”) and End User License Agreement (“EULA”) (the Customer Agreement, AUP and EULA collectively, the “Agreement”) for Boingo services. The Customer Terms and Conditions and the AUP (collectively, the “Services Agreement”) applies to you if you use Boingo Wireless Inc.’s (“Boingo”) wireless Internet access services. The Services Agreement and the EULA apply to you if you download or use Boingo software in the United States. Please carefully review the Agreement.

Customer Agreement and Acceptable Use Policy

This Boingo Wireless, Inc. Customer Agreement and Acceptable Use Policy (collectively, the “Services Agreement”) is a legally binding agreement between you ("Customer" or "you") and Boingo Wireless, Inc. ("Boingo" or "we" or "us"). Boingo provides its BOINGO WI-FINDER, BOINGO UNLIMITED, BOINGO UK AND IRELAND, BOINGO EUROPE PLUS, BOINGO ASIA PACIFIC, BOINGO GLOBAL, BOINGO ASYOUGO, BOINGO MOBILE, BOINGO WI-FI COMBO, BOINGO WI-FI CREDITS, BOINGO EXHIBITOR and BOINGO SKYPE ACCESS wireless Internet access services, as well as the BOINGO VPN SERVICE, as they may exist from time to time (the "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, and/or by using the Services, you agree to be bound by this Services Agreement and to use the Services in compliance with this Services 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 Services Agreement, the terms of this Services Agreement shall apply. You should print and keep a copy of this Services Agreement for your future reference.

PLEASE READ THE SERVICES AGREEMENT CAREFULLY BEFORE SIGNING UP FOR A BOINGO ACCOUNT AND/OR USING THE SERVICES. BY OPENING AN ACCOUNT OR USING THE SERVICES, YOU AGREE TO BE BOUND TO THIS SERVICES AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS SERVICES AGREEMENT, YOU MUST NOT SIGN UP FOR AN ACCOUNT OR USE THE SERVICE AND MUST EXIT THE BOINGO REGISTRATION PROCESS, IF STARTED. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

FOR CUSTOMERS WITH USUAL PLACE OF RESIDENCE WITHIN THE UK

This customer agreement is a legally binding agreement between you (an entity or person) ("Customer" or "You") and Concourse Communications UK Limited, trading as Boingo ("Boingo" or "we" or "us"), a company registered in England and Wales with company number 07118962 and whose registered office is at 5 New Street Square, London, EC4A 3TW, United Kingdom, and whose main trading address is at Building 3, 566 Chiswick High Road, London, W4 5YA, United Kingdom. Our VAT number is 985424877.

Privacy Policy

If you are located outside of the European Union, our U.S. privacy policy (located at http://www.boingo.com/shared/legal/legalpopup.php?filename=privacy) applies and is incorporated herein by this reference.

If you are located inside the European Union, our International privacy policy (located at http://www.boingo.com/shared/legal/legalpopup.php?filename=UKPrivacyPolicy) applies and is incorporated herein by this reference.

  1. Supplier

    Unless specified otherwise, the Services will be supplied by Boingo, a Delaware corporation whose main business address is at Boingo Wireless, Inc., 10960 Wilshire Boulevard, Suite 800, Los Angeles, California 90024, USA. If you are in Brazil, the Services will be supplied by CONCOURSE TELECOMUNICAÇÕES BRASIL LTDA. with headquartes at Avenida Marginal do Rio Pinheiros, 5200, America Business Center, Morumbi, in the City of São Paulo, State of São Paulo, CEP 05693-000, bearer of the CNPJ/MF nº.

    1. Boingo provides its Boingo AsYouGo, Boingo UK and Ireland, Boingo Europe Plus, Boingo Asia Pacific, Boingo Global, Boingo 1HR, Boingo Mobile and Boingo Wi-Fi Credits wireless Internet access services (each a "Service"), to customers who establish an account with Boingo and order any Service. The details of each Service are set out in the plan description on the Website. Boingo Unlimited is not currently available for purchase in the UK. Unless specified otherwise, the Services are supplied by Boingo. As part of some Services, Boingo may provide you with certain software needed to access the relevant Service, together with associated documentation and any updates to such software issued by us from time to time (together, "Software").
  2. Payment Obligations and Contact Information

    1. You must (i) provide Boingo with accurate and complete billing information including legal name, address, telephone number, and billing information, and (ii) report to Boingo all changes to this information within 30 days of the change. You may pay for the Services by using Paypal. If you pay for the Services via PayPal, you shall be subject to and governed by the PayPal Terms of Service, which can be found on the PayPal website https://www.paypal.com and this Services Agreement. You are responsible for any charges to your account. If you have questions regarding charges to an account, you should contact Boingo's Customer Care Department at boingo.com/boingo-support.php.
    2. Charges are billed to your credit or debit cards or your PayPal account 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, insufficient PayPal funds, etc.) resulting from charges correctly billed by Boingo. If you do not pay us money you owe us on time, we may suspend or terminate your access to the Services. However, subscription services fees and late fees will continue to accrue until you or we cancel your account; provided that these late fees will not exceed the applicable legal limits. All charges are considered valid unless you dispute them in writing within 60 days of the billing date. Adjustments will not be made for charges that are more than 60 days old.
    3. Except as required by law, once your order is finalized, you cannot cancel it before the end of the subscription period you have requested, unless our service is not substantially in accordance with this Agreement and that entitles you under normal legal rules to terminate your order. You can prevent your monthly subscription from automatically renewing for a further period by notifying us before your present subscription ends in accordance with Section 18(a).
    4. Your monthly subscription will renew automatically for the subscription period you selected when you registered for your account unless you tell us (in accordance with Section 18(a)) before the end of the current subscription period that you do not want your subscription to be renewed, or if we no longer make the Services available. Notwithstanding the foregoing, BOINGO ASYOUGO accounts and BOINGO EXHIBITOR accounts are non-recurring and never renew automatically.
    5. The charges for each Service are as set out in the plan description on the Website. If there is a mistake in the pricing on the Website then, when we receive your order we will email you and set out the correct price and give you the opportunity to order the relevant Service at that price or you may decide not to proceed.
  3. Purchasing Boingo Wi-Fi Credits on iTunes

    Customers purchase Boingo Wi-Fi Credits using their iTunes account. Payment for the Boingo Wi-Fi Credits services by Customers shall be subject to and governed by the Apple iTunes Terms and Conditions which can be found at http://www.apple.com/legal/itunes/us/terms.html and this Services Agreement; provided that the following sections of this Services Agreement do not apply to Boingo Wi-Fi Credits Customers: Section 2(a), Section 2(b), Section 2(c), Section 2(d), Section 9, Section 10 and Section 18(a).

  4. Paying for Services by Skype Credit

    You may pay for the Services by using “Skype Credit.” If you pay for the Services by means of Skype, you shall be subject to and governed by the Skype Terms of Service, which can be found at http://www.skype.com/intl/en-gb/legal/terms/voip/#payment_issues, and this Services Agreement; provided that the following sections of this Services Agreement do not apply to Boingo Skype Access Customers: Section 2(a), Section 2(b), Section 2(c), Section 2(d), Section 9, Section 10, Section 12 and Section 18(a).

  5. BOINGO ASYOUGO & BOINGO EXHIBITOR

    If you subscribe to BOINGO ASYOUGO or BOINGO EXHIBITOR we will charge your PayPal account, credit or debit cards for your use of the Services. Boingo is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, insufficient PayPal funds, etc.) resulting from charges correctly billed by Boingo. 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. In addition, the following sections of this Services Agreement do not apply to Boingo AsYouGo and Boingo Exhibitor Customers: Section 2(b), Section 2(c), Section 2(d), and Section 18(a).

  6. Locations and Usage

    Not all access points to use the Services or enabled venues may be available at all times.

    1. BOINGO GLOBAL. The BOINGO GLOBAL subscription is limited to 2,000 minutes of use of the Services during any billing cycle month. If you use more than 2,000 minutes of Services in any billing cycle month, then we may suspend your account until the next billing cycle month, or terminate your BOINGO GLOBAL account at our discretion.
    2. BOINGO EXHIBITOR. Customers may purchase BOINGO EXHIBITOR subscriptions for use solely on the exhibition floor of convention centers and other conference sites and solely during an exhibition, conference or other facility event. You may use your BOINGO EXHIBITOR subscription with no more than one (1) device per 24-hour period. In addition, concurrent logins are not allowed, and additional logins will generate an additional charge at the prevailing rate for that exhibition hall.

  7. Accessing Third Party Networks via Boingo Wi-Finder

    1. Boingo owns a number of Wi-Fi hotspots around the world, and Boingo also has a network of partners whose Wi-Fi services you may access as a part of your Boingo subscription (collectively, the “Boingo Wi-Fi Network”). We are working to increase the scope of the Boingo Wi-Fi Network. However, because of the global nature of our Services, there are some places where you cannot access the Boingo Wi-Fi Network. In these places, you would ordinarily manually search for available networks, and, if required to do so, assent to third party terms of service or other click-through agreements. Alternatively, you may be allowed to connect to other Wi-Fi networks by using the Boingo Wi-Finder tool if you agree to the terms governing use of this tool.
    2. If you are in an area where you cannot access the Boingo Wi-Fi Network, the Boingo Wi-Finder tool automatically scans for free and paid hotspot locations. Some hotspot locations may be operated by third parties that are not affiliated with Boingo. In some cases, those parties may require you to accept a user agreement, terms of service or other click-through contract (“TOU”) before you may use their hotspots or networks.
    3. The first time you are not in an area where you can access the Boingo Wi-Fi Network, a pop up window will appear with two options. If you select the first option, you will automatically be connected to third party Wi-Fi networks that do not require you to accept TOUs prior to using their service. If you select the second option, the Boingo Wi-Finder tool will automatically accept all TOUs on your behalf.
    4. The Boingo Wi-Finder tool does not review the terms of those TOUs or make any other evaluation; it simply accepts them on your behalf. As a consequence, you are agreeing to terms that neither you nor Boingo has reviewed. Please carefully consider whether to use the Boingo Wi-Finder tool or continue to manually search for available networks. It is risky to accept TOUs without reading them and risky to be automatically connected to networks that neither you nor we know anything about. Please see our FAQ for more information about deciding whether you want to use the Boingo Wi-Finder tool: http://www.boingo.com/boingo-faq.php.
    5. YOUR USE OF ANY THIRD PARTY HOTSPOTS OR NETWORKS WILL BE GOVERNED BY THIRD PARTY TOUs AS WELL AS THIS SERVICES AGREEMENT. PLEASE KEEP IN MIND THAT IF YOU ELECT TO KEEP CONFIGURATION OF THE BOINGO WI-FINDER TOOL TO AUTOMATICALLY ACCEPT TOUs ON YOUR BEHALF, YOU (AND NOT BOINGO) WILL ASSENT TO TOUs WITH ANY THIRD PARTY WI-FI PROVIDERS. THE THIRD PARTY WI-FI PROVIDERS MAY SUSPEND OR TERMINATE YOUR USE BECAUSE YOU HAVE ALREADY ACCEPTED THEIR TERMS AND CONDITIONS.
    6. BY AUTHORIZING BOINGO TO ACCEPT THIRD PARTY TOUs ON YOUR BEHALF, YOU ASSUME ALL LIABILITY ARISING FROM YOUR USE OF THIRD PARTY HOTSPOTS AND NETWORKS.
  8. Device Limit

    Your use of the Services may be limited with respect to the number and type of devices used to access the Services as described in this section below. For the purposes of this Services Agreement, "Mobile Devices" are all portable electronic devices, such as cellular telephones, mp3 players, portable electronic gaming devices, cameras, tablets and VoIP handsets, but does not include laptop and notebook computers. Mobile Devices, laptop and notebook computers are referred to collectively as "Devices". If you violate the device number and/or type limit, then we may suspend your account until the next billing cycle month, terminate your account, or charge additional fees.

    1. BOINGO UNLIMITED
      1. Device(s). Two (2) total Devices included. Access for additional Devices may be purchased for an additional monthly fee. Maximum 5 Devices per account.
      2. Authorized User(s). Account holder and the owner(s) of any authorized devices on the account.
    2. BOINGO UK AND IRELAND
      1. Device(s). Two (2) total Devices included. Access for additional Devices may be purchased for an additional monthly fee. Maximum 5 Devices per account.
      2. Authorized User(s). Account holder and the owner(s) of any authorized devices on the account.
    3. BOINGO ASIA PACIFIC
      1. Device(s). Up to two (2) Devices included. Access for additional Devices may be purchased for an additional monthly fee. Maximum 5 Devices per account.
      2. Authorized User(s). Account holder and the owner(s) of any authorized devices on the account.
    4. BOINGO EUROPE PLUS
      1. Device(s). Two (2) total Devices included. Access for additional Devices may be purchased for an additional monthly fee. Maximum 5 Devices per account.
      2. Authorized User(s). Account holder and the owner(s) of any authorized devices on the account.
    5. BOINGO GLOBAL
      1. Device(s). Four (4) total Devices allowed.
      2. Authorized User(s). Account holder and the owner(s) of any authorized devices on the account.
    6. BOINGO ASYOUGO
      1. Device(s). No limit, but you will incur additional charges for each additional Device you use beyond the first.
      2. Authorized User(s). No limit.
    7. BOINGO MOBILE
      1. Device(s). Two (2) total Mobile Devices allowed.
      2. Authorized User(s). Account holder only.
    8. BOINGO WI-FI COMBO
      1. Device(s). Four (4) total Devices allowed.
      2. Authorized User(s). Account holder only.
    9. BOINGO WI-FI CREDITS
      1. Device(s). Service is limited to the Device upon which you purchased your credit(s).
      2. Authorized User(s). No limit.
    10. BOINGO iOS MONTHLY
      1. Device(s). Service is limited to Devices authorized to your iTunes account.
      2. Authorized User(s). No limit.
    11. BOINGO SKYPE ACCESS
      1. Device(s). No limit.
      2. Authorized User(s). No limit.
    12. BOINGO EXHIBITOR
      1. Device(s). One (1) Device, and you will incur additional charges for each additional device you use beyond the first. There is no allowance for concurrent sessions on multiple Devices, regardless of charges incurred.
      2. Authorized User(s). Account holder only.
  9. How Your Subscription Is Finalized

    Our invitation to you to order a subscription to the Services is not an "offer" by us to sell you a subscription at the prices on Boingo website located at www.boingo.com (the “Boingo Website”). Instead when you complete the registration form, you make an offer to us to buy a subscription, which we can accept or reject. Your order is accepted (and a legal contract is created between us) when we send you a confirmatory email accepting your order. If there is a mistake in the subscription pricing on the Boingo Website then, when we receive your order we will email you and set out the correct price and give you the opportunity to request a subscription at that price or you may decide not to subscribe.

  10. Payment

    If payment cannot be charged to your PayPal or other payment account or credit or debit card or your charge is returned to Boingo for any reason, Boingo reserves the right to pursue any and all legal remedies to collect the amount owed by you, to suspend or terminate your access to the Boingo service and your account, and to terminate all obligations of Boingo under this Services Agreement.

  11. Input of Incorrect Information

    Boingo cannot accept any liability for your failure to comply with specific instructions stated on the Boingo Website or for any incorrect information provided by you.

  12. Your Username and Password

    1. Except for BOINGO WI-FI CREDITS, upon registration, you will receive a username, password, and account identification number; for Boingo Wi-Fi Credits, the software will maintain your username and password. Only authorized users, as allowed under the applicable Service plan (“Authorized Users”), may access the Boingo account, and all use of the Service by Authorized Users must comply with this Services Agreement. Authorized Users must use the password only to access and use the Service for which they have paid and not for any other purpose. Any breach of this Agreement and any use of any Service by anyone to whom you disclose your username and/or password, save for the Authorized Users, will be treated as if the breach or use had been carried out by you, and will not relieve you of your obligations under this Services Agreement. Any such use will be paid for by you as set out in this Services Agreement.
    2. You must keep your password confidential at all times so that only the Authorized Users may access the Services through your account. Please notify Boingo immediately upon discovering any unauthorized use of your account or error in the operation of a password. 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.
    3. Usernames and passwords are Boingo's property and Boingo reserves the right to alter or replace them at any time in its sole discretion.
    4. You shall cease to use and delete the password from any of your records upon expiry or termination of your registration for whatever reason.
    5. 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.
  13. Monitoring the Services

    Boingo has no obligation to monitor the Services, as more fully described in our Privacy Policy, as linked above. Some versions of the Software may automatically scan for Wi-Fi access points visible to your device, and then, using this information, triangulate your geographic location in order to determine the correct charges for the location from which you are using the Service, to provide you with information about other Boingo hotspots in that area, and/or to ensure the accuracy of data transmission and improve the overall performance of the Service. When you install and use the Software for the first time, a unique and random key is generated. This key is then used, each time you access the Service, to communicate between that instance of the Software and our central server. The key itself contains no personally identifying data and Boingo uses it for the above purposes only. Boingo does not pair the key with any personal data we hold in relation to you to monitor or track your location, except that we have to pair the key with your billing information, on a per instance basis, solely in order to bill you the correct charges.

  14. Our Provision of the Services

    We will use reasonable efforts to provide access to wireless hotspots in the Boingo network. We do not guarantee that wireless access will be available to you at all locations all of the time or that the access will be at any particular bandwidth rate. Accordingly, we are not responsible to you if you cannot access wireless networks and hotspots, or if access is temporary or available bandwidth is lower than expected.

    1. Except for the Boingo Website, 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 accessing content via the Services 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. You should bear in mind that there are security, privacy and confidentiality risks inherent in wireless communications and technology. We do not give any assurances relating to such risks and you acknowledge and agree that you are responsible for all use you make of the Services or any third party network and that, by choosing to use them, you accept those risks. In particular, you should bear in mind that: (a) data transmission over the internet may encounter non-delivery, mis-delivery or corruption and we do not guarantee that you will not experience this; and (b) if, in conjunction with any of the Services, we provide you with VPN (virtual private network) functionality, we do not guarantee that the VPN will be secure and other users may be able to detect and/or connect to the VPN.
    2. In addition, viruses and other malicious code are common on the Internet and on email. Because we do not control the networks and other equipment that gets you access to the networks, we cannot protect your equipment against viruses and strongly recommend you obtain up-to-date anti-virus and firewall software to protect your equipment. Due to the continual development of new techniques for intruding upon and attacking networks, Boingo does not warrant that the Service (including the BOINGO VPN SERVICE) or any software used to access the Service will be free of vulnerability to intrusion or attack.
    3. Any data usage calculations (including calculations of savings relating to data, wi-fi or cellular usage) provided by Boingo are only estimates and should not be relied upon; such calculations may not reflect individual data plans.  Always confirm cellular data usage, charges and plan details with your wireless carrier.
    4. As it is our policy to continually improve our service offerings, we reserve the right to make changes to any Service and/or to the terms of this Agreement from time to time, provided that we will not make any changes that would significantly reduce the level of service you receive without your agreement unless we need to do so for security, legal or regulatory reasons. We will always attempt to give you as much notice as we can of such significant changes on the understanding that you have the option of accepting them or cancelling the Contract and, if applicable, this Agreement without penalty, in which case, you should contact us by one of the methods set out in Section 2.
  15. Warranty Disclaimer and Limitation of Liability

    1. YOU EXPRESSLY ACKNOWLEDGE THAT THERE ARE SECURITY, PRIVACY AND CONFIDENTIALITY RISKS INHERENT IN WIRELESS COMMUNICATIONS AND TECHNOLOGY, AND BOINGO DOES NOT MAKE ANY GUARANTEES OR WARRANTIES RELATING TO SUCH RISKS.
    2. THE SERVICES, BOINGO'S NETWORK AND THE THIRD PARTY NETWORKS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THIS SERVICE (INCLUDING VPN) OR THIRD PARTY NETWORKS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS SERVICES AGREEMENT. YOU AGREE THAT YOUR USE OF THE SERVICES AND THIRD PARTY NETWORKS WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND EACH OF OUR ADVERTISERS, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION WITH THIS SERVICE, THIRD PARTY NETWORKS AND YOUR USE THEREOF.
    3. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES OR THIRD PARTY NETWORKS, (B) ANY INTERRUPTION, ACCESS DELAYS OR CESSATION OF THE SERVICES OR THIRD PARTY NETWORKS, (C) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES OR ANY THIRD PARTY NETWORK; (D) ANY DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION CAUSED BY THE SERVICES OR THIRD PARTY NETWORKS; (E) ANY LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT USER ID OR PASSWORD; (F) ANY CIRCUMSTANCES THAT BOINGO CANNOT REASONABLY BE EXPECTED TO CONTROL, INCLUDING ANY FAILURE IN COMMUNICATIONS, THIRD PARTY SERVICES AND INTERNET DOWNTIME; OR (G) HARM RESULTING FROM YOUR ACCEPTANCE OF A THIRD PARTY TOU WITHOUT HAVING FIRST READ IT.
    4. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR ANY THIRD PARTY NETWORKS. IN NO EVENT SHALL WE OR OUR EMPLOYEES BE LIABLE (WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR FOR ANY OTHER REASON, FOR ANY LOSS OF PROFITS, WASTED TIME, SALES OR REVENUE, LOSS OF GOODWILL, LOSS OF THE USE OF ANY SOFTWARE, DATA OR COMPUTER EQUIPMENT, LOSS OF BARGAIN, LOSS OF OPPORTUNITY, LOSS OF WASTE OF MANAGEMENT OR OTHER STAFF TIME, LOSS OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY MATTER BEYOND BOINGO'S REASONABLE CONTROL.
    5. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL BOINGO, ITS ADVERTISERS, SUBSIDIARIES, LICENSORS, OR SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE SERVICES, THE BOINGO NETWORK OR THIRD PARTY NETWORKS, ANY ADVERTISEMENTS OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF: (I) $100; OR (II) THE FEES PAID BY YOU FOR THE SERVICES AND ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE SERVICES DURING THE 12-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM.
    6. SOME COUNTRIES, STATES OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN ONE OF THESE COUNTRIES, STATES OR JURISDICTIONS, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
  16. Acceptable Use Policy

    By using the Boingo Website, Software and/or services, you agree to the following AUP:

    1. 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.
    2. Without limiting the foregoing, except to the extent expressly set out in this Services 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, Software and/or Boingo Website:
      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 threaten 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 Services 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, judgment, court order, statute or mandatory requirement of any competent authority, 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.
    3. Boingo requests that anyone who believes that there is a violation of the AUP direct the information to the appropriate contacts set forth in Section 2. 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.
    4. Boingo may take any one or more of the following actions, or other actions not listed, at Boingo's sole discretion in response to breaches of the AUP: (i) issue warnings, written or oral; (ii) suspend your account or the Services (as applicable); (iii) terminate your account or the Services (as applicable); (iv) bill you for administrative costs and/or reactivation charges, with a minimum administrative cost; or (v) bring legal action to prevent violations and/or to collect damages we are legally entitled to, if any, caused by violations.
  17. Intellectual Property

    All copyright, database rights, trademarks and other intellectual property rights in any and all aspects of the Boingo Website or Services (including without limitation, text, graphics, photographs, logos, buttons, icons, images and software (including compilations, underlying source code and applets) and all other material on the Boingo Website) is the property of Boingo or its licensors or partners and is protected by U.S. and international intellectual property laws. Reproduction, duplication, modification, distribution, transmission, replication, reverse-engineering, display or performance of the content of the Boingo Website, Software and/or Services without the express written permission of Boingo is strictly prohibited. Please see our Terms of Use for more information.

  18. Suspension and Termination

    1. You may terminate your account at any time and for any reason by providing written notice of your 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 Care, 10960 Wilshire Boulevard, Suite 800, Los Angeles, CA 90024, USA; or via email to Boingo's Customer Care Department at http://www.boingo.com/boingo-support.php. 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.
    2. Boingo may suspend the operation of the Boingo Website and/or the Services for repair or maintenance work or in order to update or upgrade the contents or functionality of the Boingo Website from time to time.
    3. Without prior notice, Boingo may suspend or terminate this Services Agreement, your password, your account, and/or your use of the Services in the event that: (a) you have violated this Services Agreement or any of the policies applicable to customers (PLEASE SEE BELOW FOR FURTHER CLARIFICATION); (b) you fail to pay any charges when due; or (c) you (i) have a receiver or administrative receiver appointed, (ii) become subject to an administration order, (iii) become bankrupt or have bankruptcy proceedings commenced; or (iv) are affected in any jurisdiction other than California by any proceedings of substantially similar affect to any of those listed in (i) - (iii) above. Boingo may provide termination notice to you by email or by first class post 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.
      • For avoidance of doubt Boingo reserves the right to review usage for all accounts that may be in violation of our AUP. Excessive data transfer, minutes of usage, login events and other criteria may be used to trigger an account review. Any usage deemed to be in violation of our AUP can result in a warning, account suspension or account termination.
    4. BOINGO SKYPE ACCESS and BOINGO WI-FI CREDITS. Without prior notice, Boingo may suspend or terminate this Services Agreement and/or or your use of the Services in the event that you have violated this Services Agreement or any of the policies applicable to customers.
    5. The provisions of the following sections of this Services Agreement will survive termination of this Services Agreement: 1-5, 7(d), 9-11 and 14-22.
  19. Enquiries or Complaints

    If you have any enquiries or complaints about the Boingo Website or Services, then please address them to the appropriate contacts set forth in Section 2. If you are a Boingo Skype Access Customer and you have any enquiries or complaints about the Services, then please address them to Skype Customer Service by email at support@skype.com.

  20. 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.

  21. Severability

    If any provision of this Services 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.

  22. Miscellaneous

    This Services 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), no other representations or terms shall apply to form part of this Services Agreement. This Services 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 Services 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.

End User License Agreement

Acceptance of terms

Please read this End User License Agreement (this “EULA”) carefully before installing or using the accompanying software, and any documentation or updates provided. This EULA is a legally binding agreement between you (an entity or person) and Boingo Wireless, Inc. (“Boingo,” “we,” “us,” or “our”). By downloading, installing and/or using the software and documentation accompanying this Agreement, you agree to be bound to the terms and conditions of this EULA. If you do not agree to all of the terms and conditions of this EULA, you must not install or use the Software and must exit the Boingo registration process. You should print and keep a copy of this Agreement for your future reference.

Agreement

  1. Who We Are

    Boingo Wireless, Inc. is a Delaware corporation and its main business address is at Boingo Wireless, Inc., 10960 Wilshire Boulevard, Suite 800, Los Angeles, CA 90024, USA ("Boingo", "we" and "us").

  2. Your Rights To Use Boingo Software

    This section is about how you may use the software you are about to download, install or continue using, including any updates thereto that Boingo makes generally available to its users (“Updates”) (collectively, “Software”) and any associated documentation (“Documentation”) ( Software and Documentation, collectively, the "Boingo Software"). Boingo grants you a non-exclusive, non-transferable, terminable license to use the Software during the term of the Services Agreement solely for your own personal or internal business purposes, which includes accessing and using the wireless Internet access services that may be provided by Boingo from time to time. You may copy the Boingo Software on up to the number of Devices specified for your subscription plan as specified in Section 8 of the Services Agreement. You may make one (1) copy of the Documentation for use during the term of the Subscription Agreement in connection with the Boingo Software. Boingo may modify the Boingo Software at any time, for any reason, and without providing you with notice of such modification. Modifications will be intended to add functionality, solve bugs or otherwise improve and update the Boingo service. You will not receive a hard-copy of the Documentation, technical support, telephone assistance or enhancements to the Boingo Software under this Agreement.

  3. We Own All Rights in the Boingo Software

    The Boingo Software and the worldwide intellectual property rights embodied therein are owned by Boingo and our licensors. In addition, the Software, including its structure, organization and source code, and the Documentation are the confidential and proprietary information of Boingo and our licensors. Boingo reserves all rights in and to the Boingo Software that are not expressly granted to you in this Agreement.

  4. What You Are Allowed and Not Allowed to Do with the Boingo Software

    You may only use the Boingo Software in ways that comply with the law in the jurisdictions in which you use the Boingo Software. Examples of laws which may be relevant to how you use the Boingo Software include without limitation, rules restricting your rights to copy and use other people's content under copyright law. There are some other things which, because Boingo Software is a valuable asset of our business, you agree not to do. You shall not:

    1. take any action to jeopardize, limit or interfere in any manner with Boingo's or its licensors' ownership of or rights with respect to the Boingo Software;
    2. redistribute the Boingo Software to anyone else;
    3. permit other individuals to use the Boingo Software;
    4. modify, translate, reverse engineer, decompile, disassemble the Boingo Software, except as permitted by applicable law;
    5. copy the Boingo Software (except as permitted herein);
    6. rent, lease, transfer, encumber, sublicense or otherwise transfer rights to the Boingo Software;
    7. alter or remove any proprietary notices or labels from the Boingo Software, or add any proprietary notices to the Boingo Software;
    8. create derivatives or adaptations of the Boingo Software; or
    9. otherwise use the Boingo Software in a manner not permitted by this Agreement.
    10. You will pay us all our reasonable and foreseeable costs that we incur as a result of your breaking any of the restrictions in the list of bullet points above.

  5. Updates and Location Information

    1. Updates The Software may automatically communicate with Boingo's servers on the Internet to check for Updates such as bug fixes, patches, enhanced functions and new versions. Boingo will notify you when updates are available. If you decide to update, you agree that Boingo may download updates to you and install them as part of the Software. All such updates to the Software are governed by this Agreement, unless other license terms are provided with the update. i. Although Boingo takes reasonable steps to provide security for the auto update process, Boingo is not responsible for the failure of such security measures.
    2. Location Information Some versions of the Software may obtain geographic location information and other information from your device and report that information to Boingo.  More information about our policies regarding collection and use of such information  can be found in our Privacy Policy (which is located at the applicable URL set forth under the “Privacy Policy” heading, above).
  6. Open Source Notwithstanding Sections 2 and 4 above, you acknowledge that certain components of the 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. 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.
  7. Suspension/Termination

    1. This Agreement is effective from the first date you download or install the Software. Your right to use the Software under this Agreement automatically terminates if you: (i) fail to comply with any provisions of this Agreement; (ii) have a receiver or administrative receiver appointed; (iii) become subject to an administration order; (iv) become bankrupt or have bankruptcy proceedings commenced; or (v) become affected in any jurisdiction other than the State of California, United States of America by any proceedings of substantially similar affect to any of those listed in (ii) - (iv) above.
    2. You may terminate this Agreement at any time by destroying or returning the Boingo Software, all backup copies and all related materials provided by Boingo, and forwarding to Boingo at the address below a written notice of your election to terminate this Agreement.
    3. Upon termination of this Agreement for any reason, all rights granted in this Agreement will immediately cease to exist and you must promptly discontinue all use of the Boingo Software and destroy the Boingo Software and all copies thereof. Sections 3, 8, 9, 11 and 12 of this Agreement will survive termination of this Agreement.
    4. Boingo may, from time to time (and with or without notice), temporarily suspend the operation of any Service, Software and/or the Website (in whole or in part) for repair or maintenance work or in order to update or upgrade any contents, features or functionality.
    5. With or without prior notice, Boingo may suspend or terminate any contract entered into between Boingo and you for any ordered Service, your password, your account, and/or your use of any Service, Software and/or the Website in the event that: (a) you have breached any term of this Agreement (including the Boingo privacy policy http://www.boingo.com/boingo-privacy-policy.php and website terms of use http://www.boingo.com/boingo-legal-notices.php posted on the Website and any other Boingo policies posted on the Website, as updated from time to time – PLEASE SEE BELOW FOR FURTHER CLARIFICATION); (b) you fail to pay any correctly billed charges when due; or (c) you become insolvent or make composition with your creditors, or, being an individual, petition for your own bankruptcy or have a bankruptcy petition presented against you, or, being an organization, have a receiver or administrator of your undertaking or the whole or a substantial part of your assets appointed, or an is order made, or an effective resolution is passed, for your administration, receivership, liquidation, winding-up or other similar process, or have any distress, execution or other process levied or enforced against the whole or a substantial part of your assets (which is not discharged, paid out, withdrawn or removed within 28 days), or are subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction.
  8. Limited Warranty

    Boingo warrants to you that the Software will for a period of 90 days after delivery by Boingo (the "Warranty Period"), operate substantially in accordance with related Documentation supplied with the Software. If the Software does not operate in such way during the Warranty Period, you must notify us within thirty (30) days of the end of the Warranty Period and we will, in our discretion, at our option and expense either replace the Software or provide you with a full refund for subscription fees paid. This warranty gives you specific legal rights, and you may have other rights which vary from state to state.

  9. Disclaimer of Warranty and Limitation of Liability

    1. Software has bugs. While we will monitor the Software and try to fix bugs that we spot or are notified to us, you accept that we cannot guarantee that the Software will be bug-free or will work all the time.
    2. 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 OR TO THE SECURITY OF ANY COMMUNICATIONS TRANSMITTED USING THE SOFTWARE OR THE SERVICE. IF YOU HAVE CONCERNS YOU SHOULD NOT USE THE SOFTWARE OR SERVICE. WE CANNOT GUARANTEE THAT YOUR USE OF WIRELESS SERVICES THROUGH BOINGO, INCLUDING THE CONTENT OR COMMUNICATIONS TO OR FROM YOU, WILL NOT BE VIEWED BY UNAUTHORIZED THIRD PARTIES. THE FOREGOING APPLIES REGARDLESS OF WHETHER YOU ELECT TO USE ANY VPN FUNCTIONALITY OFFERED AS PART OF THE SOFTWARE OR SERVICE.
    3. 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 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.
    4. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8, NO OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, ARE MADE BY LICENSOR WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING DOCUMENTATION (STATUTORY OR OTHERWISE), AND BOINGO EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS NOT EXPRESSLY STATED HEREIN, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. BOINGO DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE SOFTWARE WILL BE CORRECTED. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE BOINGO SOFTWARE. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
    5. IN NO EVENT SHALL BOINGO OR ITS AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF REVENUE, LOSS OF SOFTWARE OR ANY DATA, LOSS OF USE OF HARDWARE, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION, WAIST OF MANAGEMENT OR OTHER STAFF TIME OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THESE BOINGO SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
    6. SUBJECT TO SECTIONS 9(B) AND 9(C), BOINGO'S TOTAL AGGREGATE LIABILITY ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT AND IN RELATION TO WHICH ANYTHING THAT BOINGO MAY HAVE DONE OR NOT DONE IN CONNECTION WITH THIS AGREEMENT (AND WHETHER THE LIABILITY ARISES BECAUSE OF BREACH OF CONTRACT, NEGLIGENCE OR FOR ANY OTHER REASON) SHALL BE LIMITED IN ALL CASES TO AN AMOUNT EQUAL TO THE GREATER OF: (I) $100; OR (II) THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU TO BOINGO DURING THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM.
    7. SOME COUNTRIES, STATES OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN ONE OF THESE COUNTRIES, STATES OR JURISDICTIONS, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
  10. Export

    1. To the fullest extent allowable by law, you may not download, use, or otherwise export or re-export the Software or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. By installing or downloading the Software, you represent and warrant that you are not located in, under the control of or a national or resident of any country on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. You agree to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, each party will obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own export of the Software from the U.S.
    2. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is "commercial computer software" pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Use, duplication or disclosure of the Software is subject to the restrictions set forth in DFAR Section 227.7202 for military agencies, and FAR Section 12.212 for civilian agencies, and in any successor regulations thereto.
  11. Miscellaneous

    This Agreement shall 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 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. Notwithstanding the above, Boingo is also entitled to apply to any court worldwide for injunctive and other remedies in order to protect or enforce its Intellectual Property Rights.

  12. Severability

    If any provision of this EULA 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.