Terms and Conditions

 

Last Updated: February 15, 2023

Welcome to Syntegra Services (“Syntegra”, “our” or “we”). We make available a Wi-Fi hotspot connectivity service that we call Syntegra Connect, also branded as Popwifi Connect (“Syntegra Connect”, or “Connect”), and a proximity marketing service that we call Syntegra Engage (“Syntegra Engage”, or “Engage”). A high-level description of Connect is provided under “Description of Syntegra Connect” below. A high-level description of Engage is provided under “Description of Syntegra Engage” below. Connect and engage are collectively called the “Services” and additional information regarding on the Services may be found on our website located at www.syntegra.net (the “Syntegra Site”).

Please read these Terms of Service (the “Terms”) and our Privacy Policy (www.syntegra.net/privacy ) carefully because they govern your use of the Services included in an application (the “Syntegra Client”, or “Client“) whether offered by Syntegra or included in another application made available by third parties which references these Terms.

 

Agreement to Terms

Syntegra is willing to allow you to access and use the Services only upon the condition that you agree to be bound by the Terms. To indicate that you agree to be bound by these Terms, click on “Accept” or “I Agree” or on a similar prompt that is displayed. To indicate that you don’t agree to be bound by these Terms, click on “Reject” or “Decline” or on a similar prompt that is displayed. If you ignore such a prompt, you may be prompted in future, but the Services will not be made available to you until and unless you agree. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity. Upon your acceptance of these Terms the Services will work automatically and you will be deemed a “Syntegra Client Subscriber”.

 

Changes to Terms or Services

We may modify the Terms at any time, at our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Syntegra Site, as applicable, or through other communications, such as sending a message to you via the Syntegra Client. If you set your Syntegra Client not to receive messages, if we modify the Terms, we may temporarily override your setting to enable you to receive our message and, once we confirm that you have received our message, we will restore your original setting. It’s important that you review the modified Terms because if you continue to use the Services after we’ve let you know that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may no longer use the Services. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

 

Who May Use the Services

Eligibility
You may use the Services only if you are 18 years or older and capable of forming a binding contract with Syntegra and are not barred from using the Services under applicable law.

 

Device Registration

When you access either of our Services for the first time, we will register your mobile device and collect and store some information on Syntegra’s server. For Connect, we may collect and store the mobile device’s hardware identifier (IMEI/MEID) or other hardware-specific data, and in some circumstances where necessary to offer Connect service, we may also store the phone number (MDN). For Engage, we may store your current device’s Advertising ID in order to ensure more relevant Engage advertising is delivered to your device.

In addition, the Service will assign a unique universal identification number to your mobile device (a “UUID”) and store the UUID on your device. The UUID enables Syntegra to associate the device and its interactions with our Services and is necessary for our Services to function.

 

Description of Syntegra Connect Service

Syntegra Connect enables users of mobile devices to have their devices automatically connect to a network of publicly available curated Wi-Fi hotspots maintained by Syntegra (the “Curated Virtual Network”). In order to have a mobile device automatically connect to the Curated Virtual Network, the Syntegra Client must be installed and activated on your mobile device. When you purchased your mobile device, the Syntegra Client may have been pre-installed. If the Syntegra Client was not pre-installed you can download it from an app store or distribution platform such as Google Play, or the Apple App Store.

The Services can also be enabled through the installation of a third-party application which contains Syntegra technology. In all cases, the Syntegra Client will be activated when you accept these Terms in accordance with the provision “Agreement to Terms” above. In addition to this automatic connection feature, the Syntegra Service may include features that enable you to manage your access to and use of Wi-Fi by configuring how your mobile device detects and connects to Wi-Fi hotspot networks.

 

Connections to Account-free Wi-Fi Providers

Some Wi-Fi providers offer access to their Wi-Fi hotspot network without requiring you to create an account with them (each, an “Account-free Wi-Fi Provider”), but certain Account-free Wi-Fi Providers may require you to agree to their end user license agreement or terms of service. You acknowledge and agree that in some instances you may be unable to view the Account-free Wi-Fi Provider’s end user license agreement or terms of service and in some instances, the Account-free Wi-Fi provider may not have an end user license agreement or terms of service. If you wish to connect to the Wi-Fi hotspot network of an Account-free Wi-Fi Provider, you hereby authorize Syntegra to accept the Account-free Wi-Fi Provider’s end user license agreement or terms of service on your behalf, if any, but you will be solely responsible for complying with any such end user license agreement or terms of service, as applicable.

 

Account-free Wi-Fi Providers with Offline Terms

Certain Account-free Wi-Fi Providers may have a term of service that is provided “off-line”, e.g., by means of a physical sign or documentation that is posted in the Account-free Wi-Fi Provider’s venue or furnished by the Account-free Wi-Fi Provider to customers who connect (or request information regarding connecting) to the Account-free Wi-Fi Provider’s hotspot network (such physical sign or documentation, the “Off-line Terms”). Syntegra makes no representation regarding whether any such Off-line Terms apply, and you acknowledge and agree that it is your sole responsibility to identify whether any such Off-line Terms apply to your use of the Syntegra Service and to comply with any such Off-line Terms.

 

Account-free Wi-Fi Providers that Request Email Addresses

As a condition to connecting to their Wi-Fi hotspot network, certain Account-free Wi-Fi Providers may request the Syntegra Service to provide a limited amount of information regarding you, such as your email address. In that event, the Syntegra Service may provide the Account-free Wi-Fi Provider with Syntegra’s name and email address but will not provide your name or email address. You acknowledge and agree that the Syntegra Service will not enable you to establish a connection with any Account-free Wi-Fi Provider hotspot network that requires verification of the email address.

 

Connections to Account-based Wi-Fi Providers

Some Wi-Fi providers require you to have an account with them to access to their Wi-Fi hotspot network (each, an “Account-based Wi-Fi Provider”). Account-based Wi-Fi Providers typically are commercial network operators but may also include free and community providers. If you wish to connect to the Wi-Fi hotspot network of an Account-based Wi-Fi Provider, you may need to obtain login credentials (e.g., a user ID and password) from the Account-based Wi-Fi Provider. You may also be required to agree to an Account-based Wi-Fi Provider’s end-user license agreement or terms of service. If you would like to have Syntegra automatically attempt to connect you to the Wi-Fi hotspot network of an Account-based Wi-Fi Provider, after you have acquired such login credentials from an Account-based Wi-Fi Provider and/or first agreed to the Account-based Wi-Fi Provider’s end user license agreement or terms of service, as applicable, you will provide such login credentials to Syntegra. Syntegra will store your login credentials on Syntegra’s server and may automatically attempt to connect to the Wi-Fi hotspot network of such Account-based Wi-Fi Provider when you are in the vicinity of such hotspot network. You hereby authorize Syntegra to accept the Account-based Wi-Fi Provider’s end-user license agreement or terms of service on your behalf, but you will be solely responsible for complying with any such end-user license agreement or terms of service, as applicable.

 

Certain Terms Applicable to Account-free Wi-Fi Providers and Account-based Wi-Fi Providers Acknowledgement Regarding Inability to Access Emergency Services

You acknowledge and agree that the Services may enable a variety of classes of wireless devices to connect to Wi-Fi hotspot networks. Such classes may include devices that provide voice services over the Internet similar to those that are provided to users of conventional mobile phones or fixed-line telephone networks (such devices, “VoIP Phones”). If you use a VoIP Phone in connection with the Services, you assume all risks and liability arising from any inability to connect to such emergency services such as 911.

 

Acknowledgement Regarding Responsibility for Certain Charges

You acknowledge that one of the features of the Syntegra Service is to continually check the quality of the different networks to which you have connected or to which you may be able to connect to ensure that you are connected to the network that provides the best service. Such networks may include both cellular networks and Wi-Fi hotspot networks. If the Syntegra Service determines that the network to which you are connected is not providing you with a sufficient quality of service the Syntegra Service may disconnect you from such network and connect you to an available cellular network or Wi-Fi hotspot network, as applicable. If the Syntegra Service connects you to an available cellular network, you will be solely responsible for any charges for which you are billed by the operator of such cellular network, including per-minute, roaming or premium charges, as well as any applicable taxes. In no event will Syntegra be responsible for any such charges or taxes. The Syntegra Service may also connect you to a Wi-Fi hotspot network or a cellular network based on policies set by you, the operator or provider of such network or Syntegra.

 

Description of Syntegra Engage

Syntegra Engage enables organizations with products or services they wish to advertise to members of the public (“Syntegra Advertisers”) to send communications in the form of electronic notifications, messages, or other such end-user media (“Engage Notifications”) to devices on which the Syntegra Client is installed, based on the proximity of the device to a Wi-Fi access point in a given location. Engage does not require that a device be connected to a particular Wi-Fi network in order for an Engage Notification triggered by proximity to that network to be delivered to the device.

 

Feedback

We welcome feedback, comments, and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at support@syntegra.net.  You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

 

Privacy Policy

Please refer to our Privacy Policy (below, and www.syntegra.net/privacy) for information on how we collect, use, and disclose information from Syntegra Client Subscribers, including you.

 

Rights and Terms for Curator Client

Subject to your compliance with these Terms, Syntegra grants you a limited non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the Syntegra Client on a single mobile device that you own or control and to run such copy of the Syntegra Client solely for your own personal and non-commercial purposes. Syntegra reserves all rights in and to the Syntegra Client not expressly granted to you under these Terms. You may not: (i) copy, modify, or create derivative works based on the Syntegra Client; (ii) distribute, transfer, sublicense, lease, lend, or rent the Syntegra Client to any third party; (iii) reverse engineer, decompile, or disassemble the Syntegra Client; or (iv) make the Syntegra Client available to multiple users through any means.

 

General Prohibitions

You agree not to do any of the following:

  1. Post any content that: (i) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity, or privacy; (ii) violates, or encourages, any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading, or deceptive; (iv) is defamatory, obscene, pornographic, vulgar, or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
  2. Use, display, mirror, or frame any elements of the Services, our name, any of our trademarks, logos, or service marks (including but not limited to “Syntegra”, the “Syntegra” logo, “Syntegra Connect” and “Syntegra Engage” or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent.
  3. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Services.
  4. Attempt to access or search the Services (including, but not limited to, unauthorized access to usernames, passwords, email addresses, and other personally-identifying information) through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like) other than the software and/or search agents provided by us or other generally-available third party web browsers;
  5. Use the Services for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms.
  6. Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services or any data related to any publicly available Wi-Fi hotspot network or the connectivity thereto or attempt to determine any portion of the source code or any trade secrets with respect to the Services or prepare any derivative works of the Services.
  7. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission.
  8. Impersonate or misrepresent your affiliation with any person or entity.
  9. Violate any applicable law or regulation; or
  10. Encourage or enable any other individual to do any of the foregoing.

We have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that we have no obligation to monitor your access to or use of the Services, but have the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.

 

DMCA/Copyright Policy

We respect copyright law and expect our users to do the same. It is our policy to terminate in appropriate circumstances account holders or subscribers who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

 

Links to Third-Party Websites or Resources

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products, or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

 

Termination

We reserve the right, at our sole discretion, to modify, terminate or discontinue the Services, at any time and without prior notice. We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel the Services at any time by (i) contacting the carrier, operator, application publisher or other providers from or through which you obtained access to the Services; (ii) uninstalling the Syntegra Client from your mobile device; or (iii) disabling the Syntegra Client through the “Settings” feature of your mobile device or the client. If you cancel the Services and have paid fees to any such carrier, operator or other providers for the Services, or fees are payable for the Services, your entitlement to a refund of such fees and your obligation with respect to any such fees that are payable will be determined solely by the terms of your agreement with the carrier, operator or other providers, as applicable, and Syntegra will have no responsibility or liability of any kind related thereto. Upon any termination or discontinuation of the Services, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

 

Warranty Disclaimers

THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Without limiting the foregoing, Syntegra makes no warranty regarding the uptime, availability or reliability of the Services.

 

Indemnity

You will indemnify and hold harmless Syntegra and its officers, directors, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services, (ii) your breach or violation of these Terms; or (iii) any alleged or actual breach or violation of any agreements, terms of service, policies or rights of any third party, including without limitation any breach of violation of the end user license agreement or terms of service of any Account-based Wi-Fi Provider or Account-free Wi-Fi Provider.

 

Limitation of Liability

NEITHER SYNTEGRA NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO US FOR USE OF THE SERVICES OR TEN DOLLARS ($10), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO US, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.

 

Dispute Resolution

Governing Law

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of law’s provisions.

 

Agreement to Arbitrate

You and Syntegra agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and Syntegra are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Syntegra otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

 

Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

 

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at https://www.adr.org/ConsumerForms.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

 

Arbitration Location and Procedure

Unless you and Syntegra otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Syntegra submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

 

Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Syntegra will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

 

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Syntegra will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

 

Changes

Notwithstanding the provisions of the “Changes to Terms or Services” section above, if Syntegra changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to support@syntegra.net  within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Syntegra’s notice to you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Syntegra in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

 

General Terms

These Terms constitute the entire and exclusive understanding and agreement between Syntegra and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Syntegra and you regarding the Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

 

You may not assign or transfer these Terms, by operation of law or otherwise, without Syntegra’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Syntegra may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns. Any notices or other communications provided by Syntegra under these Terms, including those regarding modifications to these Terms, will be given: (i) by posting to the Syntegra Site; or (ii) by a message sent by Syntegra to you via the Syntegra Client.

Syntegra’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Syntegra. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms or the Services, please contact Syntegra at support@syntegra.net  45 Rockefeller Plaza, Suite 2000, New York, NY, 10111, USA.