SKYFOX WIRELESS, INC.
WI-FI SERVICE ATTACHMENT

The terms and conditions of this Wi-Fi Service Attachment are part of the Agreement and apply to Customer's access and use of the SkyFox Wi-Fi Service.  Capitalized, but undefined, terms used herein shall have the meaning set forth in the Master Terms or the Service Order, as applicable.  SkyFox may amend this Wi-Fi Service Attachment from time to time effective upon posting at [www.skyfox.com/wifiattachment]

 

Part I: Rates and Charges

Part II: Service Description and Requirements

Part III: Service Terms and Conditions

Part I:  Rates and Charges

Customer will pay the monthly recurring charges (“MRCs”), which are fixed for the Service Commitment, and non-recurring charges (“NRCs”) for Wi-Fi Service (“Wi-Fi Service”) as specified below and in Customer’s Service Order, as applicable. Customer will pay additional MRCs, which are fixed for the Service Commitment, and NRCs for Service Equipment management required or for optional services or features that may be ordered by Customer under the Agreement. The charges shown herein are in United States dollars.

WAP

Customer will pay the applicable MRCs and NRCs for “Wireless LAN Management,” “Security Appliance Management,” and/or “Switch Management” (the wireless LAN access points, security appliances and switches subject to such Management hereinafter collectively referred to as “WAP”) set forth in the Service Order.  SkyFox shall maintain a list of supported WAP models at www.skyfox.com/compatibility. SkyFox may impose different terms for Wi-Fi Service than it provides for non-standard CPE, or decline to provide Wi-Fi Service for non-standard CPE in whole or in part, at its sole discretion.  “CPE” or "Customer Premises Equipment" means any equipment, systems, Software, cabling and facilities, including without limitation, handsets and other related materials, which is sold or otherwise furnished by SkyFox to Customer (excluding Service Equipment). 

Remote Implementation

Remote implementation is provided at no additional cost. Depending upon the readiness of Customer’s network, additional equipment or equipment upgrades may be required. Such equipment costs are not included in the NRC shown in a Service Order. CPE may be provided under a separate Service Attachment. The NRC and MRC shown in the Service Order apply per WAP.

Service Commitment

The Service Commitment for any Service Order will commence upon the Service Activation Date as defined below. After the Service Commitment, Wi-Fi Service will continue until 60 days after SkyFox or Customer provides notice of termination of all or part of an order. Discounts for that continuing Wi-Fi Service will be determined based on the Wi-Fi Services ordered at that time, including any additional or terminated Wi-Fi Services. After the Service Commitment, SkyFox reserves the right to change the MRC or adjust the discounts with 60 days’ notice prior.

Optional Change Management (“OCM”)

OCM provides additional remote change management support for various Wi-Fi Service changes as shown below. Customer can order specific OCM activities using a Service Order.

 

Wi-Fi Service – Optional Change Management

Change

Change Instance
(Charged per device unless noted)

NRC

Implementation (Modify Existing)

Per change

$50.00

Design (Single Feature/Protocol)

Per change

$250.00

Design Plus (Multiple

Feature/Protocol)

Per change

$400.00 + MRC adjustment

 

Part II:  Managed Service Description and Requirements

SkyFox will provide Wi-Fi Service upon full execution of the applicable Service Order. Managed services ("Managed Services") includes: (i) design support, (ii) remote implementation support; (iii) WAP management and monitoring; (iv) SkyFox service desk (the “Service Desk”); and (v) Customer reporting. Wi-Fi Service is only available for Customer’s internal business purposes. Wi-Fi Service is a turnkey, premises-based, managed WAP solution that includes the provision of Internet service at the data rates set forth in the applicable Service Order. While the WAP is located on the Customer Site, all management functions are provided by SkyFox from hosted facilities.

Implementation Options

The following implementation options may be utilized for Wi-Fi Service:

Managed Implementation Service. Managed Implementation brings a new Wi-Fi Service network online. Managed Implementation begins after the Customer’s requirements have been gathered via the SkyFox enrollment form (the “Enrollment Form”) and the requisite design activities have been completed. SkyFox will initially complete the Enrollment Form via a phone call to collect information from Customer including system, application, and end-user requirements. SkyFox will send the completed Enrollment Form to Customer to confirm the information gathered. Then, WAPs ordered by Customer are pre-configured and shipped directly to the Customer Site. Once the installation is confirmed by the Service Desk, Customer’s Wi-Fi Service will be available and billable (the “Service Activation Date”).

Design Support. Customer will cooperate with SkyFox to enable SkyFox to complete the logical and physical design of the Wi-Fi Service. This design includes, but is not limited to, proposed network topology to support immediate needs and planned growth, logical IP and addressing schemes, and protocol flows.

Wireless Site Assessment. Customer may request a wireless site assessment via a separate agreement or provide a valid wireless assessment from a third party agreed to by SkyFox. If Customer opts not to have such wireless assessment, SkyFox will deploy and monitor the Wi-Fi Service based upon Customer’s requirements, but otherwise SkyFox will have no responsibility for the overall WLAN performance or reliability.

Remote Installation. Customer shall install the WAPs according to instructions provided by the Service Desk. The Service Desk will provide assistance by phone as needed. Customer will cooperate by providing “hands and eyes” support so that SkyFox can implement the device configurations. Customer shall ensure that the WAPs are installed within 10 business days after receipt of the WAPs. Following 10 business days, the “Service Activation Date” shall occur.

On-Site Installation. With regard to on-site installation services, at Customer’s request, SkyFox will provide CPE and/or CPE Related Services, where available, under the terms of a separate Service Order.

Managed Take-over. If Customer selects Managed Take-over, SkyFox will review, optimize or take over management of Customer’s existing network in two steps – due diligence and impact assessment.

Due Diligence. Due diligence involves collecting and analyzing the logical and physical characteristics for the Customer’s existing network, as well as its related equipment, licenses, or assets.

Impact Assessment. The Enrollment Form is produced by SkyFox in cooperation with Customer. The Enrollment Form: (i) provides an inventory of Customer’s network including Customer-provided network diagrams; (ii) collects information including system, application, and end-user requirements, and (iii) identifies any physical/logical activities required to bring the network under management by SkyFox. SkyFox provides Managed Take-over on a per-project basis in accordance with an Enrollment Form. After the installation is confirmed by the Service Desk, the Customer’s Wi-Fi Service will be available and billable (the “Service Activation Date” for Managed Take-over).

Wi-Fi Service Management

Wi-Fi Service offers on-going management, including:

Change Management. Customer must initiate a change via a written change request. Upon receipt of a change request, SkyFox will analyze the request and determine how the proposed change will affect the implementation dates, and what fees and terms and conditions, if any, must be added for the change. If Customer agrees to SkyFox’s assessment of the change request in writing (including via email), then the change will be implemented by SkyFox.

WAP Software Release Management. Wi-Fi Service includes remote deployment of any new feature enhancements by SkyFox during Customer’s Service Commitment.

Guest Wi-Fi Access Privileges. Access and control by Customer’s guests are included on the terms and conditions set forth herein and the form EULA attached. 

Wi-Fi Service Monitoring. Wi-Fi Service monitoring and management, including SkyFox' data collection and usage practices, shall be in accordance with the terms set forth in the Agreement and SkyFox' then-current Privacy Policy.

Security Support

SkyFox uses commercially reasonable efforts to provide certain security features as follows:

Intrusion Detection (”IDS”). IDS provides a combination of signature, protocol, and anomaly-based inspection methods to help improve the security of Customer’s network against malicious entities and threats.

Content Filtering. Content Filtering provides Customer the option to block blacklisted URLs based on content category. Customer will have the option to have specific URLs whitelisted, which will take precedence over the filter.  While SkyFox uses commercially reasonable efforts to ensure appropriate content filtering, SkyFox cannot and does not guarantee that all inappropriate content will be filtered.

PCI Compliance Support. If Customer wishes to attain PCI compliance, SkyFox’s Service Desk can make configuration entries that will support Customer in its efforts to obtain the compliance of its network configuration and settings with PCI DSS Version 3.0 for an additional fee. Compliance certification will remain entirely Customer’s responsibility.

Disclaimer.  SkyFox does not provide encryption as part of the SkyFox Services.

Certain security features may require Customer’s acquisition of a license from the CPE manufacturer; such licenses can be purchased directly from the manufacturer, or, in some cases, through SkyFox.

SkyFox Service Desk

Description. SkyFox’s Service Desk will be available 24 hours per day, 7 days per week. Customer support will be provided through: (i) telephone contact with the Service Desk; and (iii) email between Customer and the Service Desk.

Fault Monitoring/Alerting. SkyFox will provide fault monitoring and alerting to Customer via email with remote fault restoration.

Break-Fix Maintenance Management. SkyFox will manage “Break-Fix” maintenance of Wi-Fi Service and the WAP. Maintenance may be provided by SkyFox (or by its contracted third-party maintenance provider), or by an approved Customer-contracted third-party maintenance provider. The following “Break-Fix” Maintenance Management options are available with Wi-Fi Service.

Remote Break-Fix Maintenance. Customer shall perform repairs as required. SkyFox’s Service Desk will provide assistance by phone as needed and is available for this purpose 24x7. SkyFox may also provide one (1) full set of ready-to-use Service Equipment in the event that the parties determine that hardware replacement is necessary.

• On-Site Break-Fix Maintenance. Available at an additional charge, On-Site Break-Fix Maintenance is available only to Customer Sites in select U.S. cities. If SkyFox determines that WAP is faulty and needs to be replaced, SkyFox will order replacement WAP to the extent backup Service Equipment has not already been provided. SkyFox will dispatch a technician (from SkyFox or from a third-party depending on Customer’s separate maintenance contract) to perform repairs on-site as required in SkyFox’s sole discretion. Pursuant to Customer’s separate maintenance contract, such onsite dispatch may incur a charge at SkyFox’s or the third-party provider’s standard rates for labor and materials if the fault is not the maintenance provider’s responsibility, e.g. there is no fault found, a third party (not the provider) caused the fault, or Customer caused the fault.

Features and Options

The following features and options are available with Wi-Fi Service.

Modem-Level Reporting. Reports include bandwidth usage by client (i.e., the end-user device) and
application, client activity by application, client “fingerprinting” by WAP (i.e., collection of information about an end-user device for the purpose of identification), and client operating system type. Also offered are reporting tools to help Customer determine compliance with Payment Card Industry (“PCI”) Data Security Standards (“DSS”) (Version 2.0). SkyFox does not provide payment processing services and such services are provided by third parties.

Guest Access. SkyFox offers two guess accessoptions ("Guest Access"):

Basic Guest Wi-Fi. Customers can order basic Guest Access per WAP at no additional charge to end users. Log-in pages can be created to provide Customer’s guests with Wi-Fi access to Customer’s network through a tailored splash page presenting Customer’s brand identity. Various login options are supported to facilitate access by Customer’s guests.

Premium Access. SkyFox may offer end users the ability to upgrade data speeds for an additional fee to be paid by the end user.  If an end user purchases such premium access, the charges shall be based on usage and Customer shall receive a credit based on Customer's data rate for the amount of data used less all applicable payment processing fees. Such credit shall be applied to future SkyFox charges and is not redeemable for cash. End User pricing for Premium Tiereed Access shall be determined by SkyFox in its sole discretion and shall always meet or exceed the per GB rate paid by Customer.

Splash Page Design Support. As requested by Customer, SkyFox provides splash page design support if Customer chooses to offer Wi-Fi access to Customer guests via a splash page as described above in Section 5.2. Once splash page design support has been requested by Customer, SkyFox will schedule a phone call with Customer to discuss the splash page design requirements. The splash page design (both Basic and Enhanced) will include a requirement for guests to consent to an end user license agreement (“EULA”) substantially similar in form and content to the EULA appended hereto (Appendix I). This EULA addresses access to Customer’s Wi-Fi network and acknowledges that guests’ Wi-Fi activity will be monitored and information from such monitoring will be used for protection of Customer’s network, content filtering, and marketing purposes. SkyFox reserves the right to deem Customer’s splash page design support requirements to be outside the scope of the standard splash page design support options that are offered with Wi-Fi Service (see below). If SkyFox informs Customer that its splash page design support requirements cannot be supported within the scope of Wi-Fi Service, Customer may request that SkyFox provide non-standard splash page design support via separate terms and conditions, based on a Service Order describing Customer’s requirements and the charges that would apply to SkyFox’s performance of the Service Order tasks. SkyFox offers two options for splash page design support:

Basic. Basic splash page design support provides up to two hours of minor customization of a one-page, pre-defined, guest access splash page template.

Enhanced. Enhanced splash page design support provides up to eight hours of professional services to fully customize a one-page guest access splash page to further enhance Customer’s brand presence. A custom layout including Customer-supplied content (typography, graphics, images, and links) may be utilized.

Advertising.  SkyFox provides advertising services through its Affiliate and shall have the exclusive right to provide advertising services provided through Guest Access.  Advertising services shall be detailed in a separate agreement between Customer and SkyFox' Affiliate.

Customer Responsibilities

Customer is responsible for the following:

Information and Access Requests. Upon request, Customer will provide information to SkyFox, its subcontractors or its designated point of contact (“SkyFox or its Designees”) that is reasonably necessary or useful for SkyFox to perform its obligations. Customer will ensure that CPE and WAP for Wi-Fi Service are accessible to the Service Desk via the Internet. In addition, upon request Customer will provide SkyFox or its Designees with access to Customer facilities, installation sites, and equipment as reasonably necessary or useful for SkyFox to perform its obligations hereunder.

Customer Site Space. Customer shall provide adequate space, circuitry, facility wiring, temperature, humidity, and power to comply with the standards established by the WAP manufacturer for proper installation and operation of the WAP. Customer shall also provide all appropriate electrical connections, surge protection and electrical current management to the Service Equipment.  Customer shall, at its own expense, take all reasonable physical and information systems security measures necessary to protect all equipment, software, data, and systems located on the Customer Site or otherwise in Customer’s control and used in connection with Wi-Fi Service, whether owned by Customer, SkyFox, or Customer’s designees.

Supported Devices and Configurations. Only WAP devices SkyFox-approved for Wi-Fi Service, as set forth in Section 1, above, will be supported.

Device Supply. Unless Customer has separately contracted with SkyFox for installation (see Section
1.1.4, above), Customer shall be responsible for movement of the WAP from the receiving area to the final staging location at the Customer Site. Unless otherwise specified in the Agreement, Customer shall be responsible for obtaining, installing, inter-connecting, and maintaining all equipment, software, wiring, power sources, Internet connections and/or communications services necessary for inter-connection with the WAP or otherwise for use in conjunction with Wi-Fi Service.

Security. Customer is responsible for taking all necessary security measures including but not limited to use of firewalls, passwords, access restrictions, encryption, policies, and physical access restrictions to protect from all security risks all equipment, software, data and systems located on Customer’s premises or otherwise in Customer’s control and used in connection with Wi-Fi Service, whether owned by Customer, SkyFox, or SkyFox’s subcontractors. 

Customer-provided Facilities. Unless otherwise specified in the Agreement, Customer shall be responsible for obtaining, installing, inter-connecting, and maintaining all equipment, software, wiring, power sources, Internet connections and/or communications services necessary for inter-connection with the WAP and/or SkyFox’s remote facilities or otherwise for use in conjunction with Wi-Fi Service (collectively, “Customer-provided Facilities”). Customer is solely responsible for ensuring that the above equipment is compatible with SkyFox’s requirements and that it continues to be compatible with subsequent revision levels of WAP. SkyFox is not responsible for the availability, capacity or condition of any of Customer-provided Facilities.

Guest/User Notice and Consent. Customer is responsible for providing applicable notice to its guests regarding certain Wi-Fi Service activities consistent with SkyFox' then-current Privacy Policy (“Wi-Fi Activities”). Customer also is responsible for obtaining valid and effective consent from, and providing applicable opt-out opportunities to, its guests and other users (“Users”) of the Wi-Fi Service regarding the Wi-Fi Activities. To the extent Customer directly engages in any Wi-Fi Activities, Customer shall indemnify and hold SkyFox harmless from any claims based on such monitoring, capture, storage, use or sharing of any information, including but not limited to claims by a User that it did not provide its consent as required in this Section.

Part III:  Service Terms and Conditions

Security Services Disclaimer

SkyFox makes no warrantees, guarantees, or representations, express, or implied that (i) Wi-Fi Service will protect Customer’s Network from intrusions, viruses, Trojan horses, worms, time bombs, cancelbots, or other similar harmful or destructive programming routines; (ii) any security threats and vulnerabilities will be prevented or detected; or (iii) the performance by SkyFox of Wi-Fi Service will render Customer’s systems invulnerable to security breaches. 

User Name and Password

Customer is responsible for keeping Customer's user name and password confidential and to create and protect its users’ login credentials. Customer must immediately notify SkyFox upon learning of any unauthorized use of login credentials. Customer is responsible for all activities and charges incurred through the use of the compromised login credentials.

Data Level Restrictions

In the event that Customer has elected to implement data level usage caps or restrictions, SkyFox shall use commercially reasonable efforts to manage data usage to meet such caps or restrictions (including, without limitation, modifying available service speeds).  Notwithstanding the foregoing, Customer shall be responsible for all overage amounts at the contracted data rates.

Reports

All copies of any reports, recommendations, documentation, or other materials in any media form provided to Customer by SkyFox hereunder will be treated as SkyFox Confidential Information.

Interference

Customer will inform SkyFox prior to the deployment of any industrial, scientific, or medical wireless devices or other devices that can interfere with or disturb the performance of Wi-Fi Service.

Detected Failures

In the event of a Wi-Fi Service outage, prior to contacting SkyFox’s Service Desk, Customer shall verify whether the outage is caused by an anomaly in the Customer-provided Internet access, where applicable, or a power outage at a Customer Site. If Customer determines that its Internet access and power are working properly, Customer shall promptly report the Wi-Fi Service outage and related information to the Service Desk.

Back Up

Customer shall ensure that its electronic files are adequately duplicated and documented at all times. Neither SkyFox or its designees are responsible or liable for Customer’s failure to duplicate or document files or for data or files lost during the performance of Wi-Fi Service.

Software

Customer shall comply with all obligations set forth in any end user software licenses for software provided by SkyFox. Customer acknowledges that it is not relying on any representations or warranties made by a manufacturer except for those warranties expressly made in a software End User License Agreement (“EULA”) (if applicable to Customer).

Guest Access

Customer’s Online Content. With respect to SkyFox’s provision of Guest Access and/or Splash Page Design Support pursuant to Part II, above, Customer acknowledges that SkyFox does not (i) provide any online content to, or interact with end users or Customer’s guests; (ii) own the content on Customer’s Splash Page; or (iii) control content on Customer’s Splash Page except as otherwise expressly provided herein.

Notice. In addition to the notice requirements otherwise set forth herein, Customers implementing its own data collection and analytics functionality must display, in a conspicuous location, a notice that informs its patrons about the collection and use of such data. The notice must include a statement about its patrons’ right to privacy regarding their location at Customer’s venue.  

Indemnity. Customer shall indemnify and hold SkyFox harmless from any claims based on the resulting monitoring, capture, storage, use, or sharing of any data collected by Customer via Guest Access, including but not limited to claims by a guest or end user that it did not provide its consent, that a guest or user was under the age of thirteen, or that it was not offered a reasonable opportunity to opt-out of the collection of information as required in Notice, above.

Children’s Online Privacy Protection

Wi-Fi Service is not designed or intended to provide the tools to obtain the parental consent required under the Children's Online Privacy Protection Act with regard to a website’s collection of personal information from children under age 13. To the extent that Customer operates a website or online service that is directed to children under the age of 13, or such website or online service may likely collect personal information from children under age 13, Customer agrees that it will comply with the federal Children’s Online Privacy Protection Act and provide advance parental notice and obtain advance parental consent prior to collecting such personal information.