This Service Agreement ("Agreement") sets forth the terms and conditions of your membership and use of the WiFi-NY, LLC. Services ("WiFi-NY") to access the WiFi-NY network, and the Internet, and to use applications, equipment and services provided by WiFi-NY and its affiliates. By your membership purchase and or connection to WiFi-NY's network by public access or token access you agree to be bound by all terms and conditions of this Agreement, and any rules or policies that are or may be published by WiFi-NY. This Agreement becomes effective immediately upon your purchase of WiFi-NY membership, and or whenever you connect to WiFi-NY by public access, your member login, or by instant access token.

By signing on and by purchasing a member access plan you are entering into a binding legal contract with WiFi-NY. All sales are final. There are no refunds for unused time purchased. Member access is not transferrable and this agreement may not be reassigned unless agreed to in writing by both parties. WiFi-NY does not guarantee speed nor availability; this service is provided as-is.

As part of the membership registration process, you are required to provide certain information and to update this information to keep it current, complete and accurate. This information includes your full name, postal address, e-mail address, voice telephone number, and fax number if available;

The information that you provide to WiFi-NY in the context of your membership is treated confidentially and is not sold nor distributed to any third parties for any purpose. None of your information maintained in our database will be disclosed to law enforcement without due legal process.

You acknowledge that willfully providing inaccurate information or willfully failing to update information promptly will constitute a material breach of this Agreement and will be a basis for cancellation of your membership.

You agree that use of WiFi-NY is limited to lawful conduct and that you alone are responsible for consequences related to criminal use of your membership and your use of WiFi-NY.

You agree that use of member provided access points, routers, and other network equipment that do not announce the wifiNY.net SSID must be password protected and use other means such as MAC address filtering to prevent unauthorized access and abuse of the WiFi-NY network. Members are prohibited from installing an open router or access point which bypasses WiFi-NY authentication and access control. WiFi-NY reserves the right to discontinue your service and cancel your membership without notice in the event of your participation in any network compromise, attempt, or abuse, or for violating equipment and connection policy stated above. Suspensions will remain until the issue is resolved and network security restored, and any violations cured. Willful attempts by members to compromise or abuse WiFi-NY network, systems, facilities, or any other WiFi-NY member's computers or equipment connected to WiFi-NY, shall result in immediate termination of your membership priviliges, and criminal prosecution.

WiFi-NY reserves the right to suspend or cancel your membership in the event that you use the WiFi-NY service to send unsolicited commercial advertisements in contradiction to either applicable laws or customary acceptable usage policies of the Internet, or if you use your WiFi-NY member access priviliges in connection with unlawful activity.

YOU AGREE THAT WiFi-NY WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS THAT MAY OCCUR DUE TO (a) ANY LOSS OF CONNECTIVITY; (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO WiFi-NY'S SYSTEM; (c) THE NON-DELIVERY OR MISDELIVERY OF DATA BETWEEN YOU AND WiFi-NY; (d) EVENTS OR CONDITIONS BEYOND WiFi-NY'S REASONABLE CONTROL; (e) THE FAILURE OF YOU OR YOUR AGENT TO PAY ANY FEES HEREUNDER. FURTHER, WiFi-NY WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WiFi-NY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WiFi-NY'S MAXIMUM LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU TO WiFi-NY FOR SUBSCRIPTION DURING THE PRIOR 1 YEAR UNDER THE TERMS OF THIS AGREEMENT. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

You agree to defend, indemnify and hold harmless WiFi-NY and any of its applicable agents, including Name.Space, Inc., and the directors, officers, employees and agents of each of them, for any losses, damages or costs, including reasonable attorneys' fees, resulting from any third party claim, action, or demand related to any use of WiFi-NY services by or through you.

You represent and warrant that all information provided by you in connection with your membership is complete and accurate. WiFi-NY makes no representation or warranties of any kind in connection with this Agreement. WiFi-NY does not represent or warrant that use of WiFi-NY services will immunize you from any security breaches or compromises to your systems or your data.

You agree that any and all Customer Premises Equipment (CPE) and materials supplied by WiFi-NY in the course of installing and connecting your site and your computer(s) to the WiFi-NY network remain the sole property of WiFi-NY. You are responsible for replacement of said CPE in the event of damage or theft. WiFi-NY will replace any of its equipment found to be defective, at its sole cost. In the event that you cancel or otherwise discontinue your WiFi-NY service you are responsible for returning all WiFi-NY CPE in good and operational condition. You are liable for all replacement costs of CPE not returned to WiFi-NY upon discontinuation of your membership for any reason, and for any equipment that is returned damaged or non-functional. If you fail to return all WiFi-NY CPE within 30 days of discontinuing your service, WiFi-NY reserves the right to charge your credit card on file for the full value of non-returned equipment. Should your credit card data on file no longer be valid, WiFi-NY reserves the right to collect the full value of said non-returned equipment through legal process.

Requests for repairs and service are handled on a first-come-first-served basis. WiFi-NY will make commercially reasonable efforts to respond in a timely manner to repair and service requests, and to make commercially reasonable efforts to schedule on-site repairs at times that are convenient to member, as WiFi-NY personnel are availble, and as weather conditions permit in the case of outdoor work. WiFi-NY is responsible only for the equipment that it provides and is not responsible for any repairs or service to member-owned equipment, computers, member-installed internal wiring, or other network devices owned by member and used to access the WiFi-NY service. Repairs and service for member-owned equipment may be requested from WiFi-NY for a base rate of $100.00 minimum for the first hour or portion thereof, and $100.00 for each additional hour, plus the cost of any materials, parts, or equipment, payable in full at time of visit. WiFi-NY reserves the right to accept or refuse repair and service requests for member-owned equipment, and does not guarantee availability of WiFi-NY personnel to service equipment that is not owned and provided by WiFi-NY.

Your use of WIFI-NY services binds you to the terms of this Agreement. You may cancel your membership and receive a full refund only if you do so within 30 days of the date you purchased your membership, and only if service can not be established to your location. To receive a refund, you must cancel by written notice, which notice must be received by WIFI-NY no later than 30 days from the recorded date of your membership. Refunds are payable by WIFI-NY within 90 days of receipt writtten notification, and confirmation that service was unavailable at user location. Sites at which WiFi-NY provided labor and installed equipment are not entitled to full refund and are responsible to pay the costs for labor and materials expended on installation.

Any breach by you of this Agreement must be remedied by you within 30 days of notice by WiFi-NY. If you fail to cure the breach, WiFi-NY may revoke your membership without further notice.

You also agree that WiFi-NY shall have the right in its sole discretion to revoke, suspend, or cancel your membership upon seven (7) calendar days prior written notice, or at such time as WiFi-NY receives a properly authenticated order from a court of competent jurisdiction.

This Agreement, your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of New York, NY, USA, as if the Agreement was a contract wholly entered into and wholly performed within New York State. Any action to enforce this Agreement or any matter relating to your use of the WiFi-NY site and services shall be brought exclusively in the state or federal courts located in New York, NY, and you agree to the jurisdiction of said courts.

This Agreement constitutes the complete and exclusive agreement between you and WiFi-NY, and supersedes and governs all prior proposals, agreements, or other communications related to the subject matter hereof.

Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. The failure of WiFi-NY to require your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by WiFi-NY of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. WiFi-NY will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of WiFi-NY as reflected in the original provision. No provision of this Agreement may be amended or modified by you except by means of a written document signed by WiFi-NY.