Exhibit 10.0
[Skyy-Fi Logo]
Location Provider Agreement - No Cost Vending Agreement
This Location Provider Agreement (the Agreement) [dated] is by and between
(Location name) a [state] corporation and SKYY-Fi, Inc. or its assignee to
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enable installation of the SKYY-Fi wireless broadband Internet access products
("Authorized Products") and use of the SKYY-Fi wireless broadband Internet
Access System ("Authorized Services") at each location owned or controlled by
Location Owner that is authorized for each such installation and use by SKYY-Fi.
Location provider acknowledges and agrees to the following:
1. Location Provision. Location Provider hereby grants all necessary rights
for permission to install, operate and maintain the Authorized Products at
each location and to allow end users to use the Authorized Services at the
location.
2. Broadband Internet Service Notification. Location Provider agrees to allow
SKYY-Fi to order and install high-speed Internet services to the location
at SKYY-Fi's expense. Location Provider also agrees to immediately notify
SKYY-Fi in the event that service interruptions or services failures occur
at the location due to equipment failures, or any services interruptions.
Location Provider hereby grants authorization to the broadband Internet
service provider account and account information for purposes of
maintaining continuity of the Broadband Service.
3. Promotional Materials. Location Provider agrees to display at each Location
promotional and descriptive materials that may be provided to Location
Provider explaining the Authorized Service.
4. Approval to Publish Location Address. The Location Provider agrees to grant
the use of its commonly recognized name, including any trademark used in
such name, for inclusion in directories that identify the Location and to
use such name in any associated program materials or marketing materials to
alert the Authorized Service customers or potential customers of the
availability of the Authorized Service at each Location.
5. Assistance and Right of Entry. Location Provider agrees to reasonable
cooperation in connection with the installation, service, or maintenance of
the Authorized Products.
6. Maintenance Services. Location Provider will promptly notify Hotspot
Operator in the event that the Authorized Products or the Broadband Service
should cease to operate or otherwise appear to malfunction or operate
incorrectly.
7. Term of the Agreement. The term of the Agreement shall commence upon the
installation of Equipment at Location Provider's place of business and
shall terminate one (1) year thereafter. The Company is hereby granted an
option to renew on the same terms for an additional one (1) year if, within
sixty (60) days of the expiration date hereof, the Location Provider has
not delivered a written notice of intention to terminate this Agreement.
This Agreement is not considered binding until signed by an authorized
corporate officer of SKYY-Fi Corporation.
8. Termination of Business. In the event the Location Provider sells its
business, this Agreement shall inure to the benefit of and be binding upon
the new owner(s), successors or assigns of the Location Provider. In the
event the Location Provider voluntarily or involuntarily quits or is
required to quit business, this Agreement shall be terminated immediately
and the Equipment shall be returned to SKYY-Fi.
9. Confidentiality. Location Provider agrees not to disclose to any third
party nor use to its advantage any technical, product or business
information, or any information that may be provided by SKYY-Fi that is
identified as confidential (collectively, "Confidential Information"),
related to the Authorized Products or Authorized Service without the prior
written consent of SKYY-Fi its designee. Confidential Information does not
include information that is or becomes publicly available through lawful
means.
10. Limitation of Liability, Governing Law. To the maximum extent permitted by
law, in no event will SKYY-Fi or its affiliates be liable for damages of
any kind (including but not limited to special, incidental, consequential
or punitive damages, lost profits or lost data, regardless of the
foreseeablity of those damages) arising out of or in connection with the
use of performance of the Authorized Products or Authorized Services. This
limitation will apply regardless of the form of action, without limiting
the foregoing; in any event will SKYY-Fi aggregate liability exceed the
total amounts paid by Location Provider for the Authorized Product. The
laws of the State of California shall govern any dispute between the
parties without reference to its rules regarding conflicts of law, and the
parties agree that any legal proceedings arising out of or in connection
with this Agreement shall be conducted exclusively in a court of
appropriate jurisdiction sitting in Orange County, California.
11. No Third-Party Beneficiaries. This acknowledgement shall not be construed
to create any obligation by SKYY-Fi Incorporated or to any third party,
including without limitation any Hotspot Operator or End User.
Acknowledged and agreed to on this date [date]:
Location Provider SKYY-Fi Corporation
Print Name Xxx Xxxx
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Signature
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Title Business Dev. Mgr.
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