Wiacom Commercial Terms & Platform License Agreement
This Platform License Agreement (“Agreement”) is made and entered into by and between Free WiFi System SRL, a company incorporated under the laws of Romania, with its headquarter located at CALEA GIULESTI 337B, Sector 6, Bucharest, Romania, VAT ID 35228231, and Trade Register Number J40/13953/2015 (hereinafter referred to as “Wiacom”), and you, the “Client”.
1. Acceptance of Agreement
1.1 Binding Agreement: By completing the online registration process, being on-boarded by one of Wiacom’s sales representatives, clicking “Accept” or similar, or otherwise using Wiacom’s platform and services, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement.
1.2 Authority to Bind: If you are entering into this Agreement on behalf of a legal entity, you represent that you have the authority to bind that entity to these terms. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement or use Wiacom’s services.
2. Definitions
2.1 “Applicable Privacy Laws”: Refers to all applicable laws, including the General Data Protection Regulation (GDPR), governing the collection, use, disclosure, and management of personal data.
2.2 “Client”: A person or entity that has entered into this Agreement with Wiacom to use Wiacom’s services.
2.3 “End User Data”: Information collected from individuals using Wiacom’s services, including personal data such as names, email addresses, and device usage analytics, or any other personal data.
2.4 “Platform”: Wiacom’s software and services, including the Wiacom Client Account, Admin Panel, marketing templates, and related technologies.
3. License and Services
3.1 Platform Access: Wiacom grants the Client an exclusive, non-transferable license to access and use the Platform during the term of this Agreement, subject to compliance with these terms.
3.2 Equipment and Firmware: Wiacom may provide the Client with hardware or software necessary for the operation of the services. The Client is responsible for using this equipment solely for enabling the Wiacom services.
3.3 Support and Training: Wiacom will provide reasonable support services and training materials to assist Clients in deploying and managing the Wiacom services. If needed the client can ask for managed services both for Client Account management or IT services; tariffs for managed services will be agreed as pe Client needs.
4. Client Obligations
4.1 Compliance with Laws: The Client shall ensure that all activities under this Agreement comply with Applicable Privacy Laws and other relevant regulations. The Client is responsible for acquire the personal data after obtaining necessary consents from End Users for data collection and processing.
4.2 Use Restrictions: The Client shall not (i) modify or reverse engineer Wiacom’s technology; (ii) use the Platform for any unlawful activities; or (iii) infringe upon any third party’s intellectual property rights.
5. Fees and Payment
5.1 Payment Obligations: The Client agrees to pay all applicable fees for Wiacom’s services as outlined in the fee schedule prior to agreed with Wiacom. Payments are due upon issue of the invoice and/or will be processed via automated electronic transactions unless otherwise agreed. Prices and financial terms will be agreed prior to any invoice is issued.
5.2 Late Payments: Wiacom reserves the right to suspend or terminate services if payments are not made in full and on time. The Client shall be responsible for any collection costs, including legal fees, incurred by Wiacom in recovering overdue payments.
5.3 No Refunds: All payments are non-refundable, including fees for partial months of service or unused services.
6. Intellectual Property Rights
6.1 Wiacom Technology: Wiacom retains all rights, title, and interest in its technology, including the Platform and related software. The Client is granted a license to use Wiacom’s technology solely for the purposes outlined in this Agreement.
6.2 Client Content: The Client retains ownership of personal data collected and its own content but grants Wiacom a non-exclusive license to use such content for the provision of services.
7. Limitation of Liability
7.1 Disclaimer of Warranties: Wiacom provides its services on an “as-is” basis without any warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
7.2 Limitation of Liability: To the extent permitted by law, Wiacom’s liability for any claims under this Agreement is limited to the amount paid by the Client to Wiacom in the three months preceding the event giving rise to the claim. Wiacom shall not be liable for any indirect, incidental, or consequential damages.
8. Confidentiality
8.1 Confidential Information: Both parties agree to maintain the confidentiality of any commercial, technological or any proprietary information received during the term of this Agreement and to use such information solely for the purposes of this Agreement.
8.2 Disclosure Required by Law: If disclosure of confidential information is required by law, the party required to disclose shall notify the other party in writing prior to disclosure and cooperate in any efforts to limit or prevent such disclosure.
9. Data Protection
9.1 Compliance with GDPR: Both parties shall comply with the GDPR and other applicable data protection laws in the processing of personal data. The Client is responsible for the obtained consents from End Users for the collection and processing of their data.
9.2 Data Security: Wiacom has implemented appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or destruction. These measures includes data encryption, front-end pseudonymous display, without limiting to this measures.
10. Term and Termination
10.1 Term: This Agreement commences on the Effective Date and will continue for the initial term specified in the fee schedule. The Agreement will automatically renew on a year-to-year basis unless terminated by either party.
10.2 Termination for Cause: Either party may terminate this Agreement with immediate effect if the other party materially breaches the Agreement and fails to cure such breach within 30 days of receiving notice.
10.3 Termination for Convenience: Either party may terminate this Agreement at any time by providing 30 days written notice to the other party.
11. General Provisions
11.1 Assignment: Wiacom may assign its rights and obligations under this Agreement without prior consent. The Client may not assign this Agreement without Wiacom’s prior written consent.
11.2 Waiver: Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
11.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
11.4 Independent Contractors: The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship.
11.5 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Romania and the European Union. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Romania.
11.6 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and negotiations.
11.7 Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including natural disasters, acts of war, or government actions.
Contact Information:
- Phone: +40721260892
- Email for Commercial Support: info@wiacom.ai
- Email for Technical Assistance: support@wiacom.ai
