Open Mobile (the "Service") is a wireless connectivity service provided by iPass Inc. ("iPass") which provides you with seamless Internet connectivity using the iPass global commercial Wi-Fi network. These terms of service ("Terms of Service") and any other rules or policies posted on the iPass web site which can be found at: www.ipass.com/hsbcpremier ("Web Site") set forth the legally binding terms governing your use of the Service ("Agreement"). Please read this Agreement carefully before using the Service as this forms a legally binding agreement between you and iPass. By creating an iPass Account ("Account") and/or using the Service you agree that you are over the age of eighteen (18) and further agree to be bound by all of the terms and conditions of this Agreement.
In order to use the Service and become a Service user, you must first register your Device for the Service on iPass' Web Site.
When registering, you must provide complete details, including, HSBC service activation code, first name, last name, valid e-mail address, Bank Information Number (the BIN is the first six digits of the valid card number) and other personal information as required by iPass (collectively "Information"). You represent and warrant that all Information that you provide is accurate. When registering, you will be asked to supply your email address. A personalized activation link will be sent to you which will enable you to download the required software and activate the Service. All provisioning details shall remain the sole property of iPass and you will have no right and title in and to such details. You agree that you will not share your activation link with any other person. You agree to notify iPass immediately if you suspect that your Information has been compromised or if you suspect any unauthorized use of the Service on your Device or any other Device. Notwithstanding, you agree that you are solely responsible for use of the Service attributed to your Account.
In order to access the Service you will need a compatible laptop, tablet, smartphone and or other device with embedded WI-FI technology (each a "Device"). iPass reserves the right and you agree to allow iPass to automatically download updates to your Device as needed. From time to time, and in iPass' sole discretion, iPass may need to temporarily suspend the Service in order to perform various updates. iPass intends to notify you in advance of such scheduled updates.
Subject to the terms of this Agreement and during the term of this Agreement, iPass hereby grants you a non-exclusive and non-transferable right to install and use the Service on the your device for your own personal use. You acknowledge that the Service and its related software contain the valuable secrets of iPass and you agree not to cause or permit the reverse engineering, translation, disassembly, or decompilation of, or otherwise attempt to derive the source code of, the Service and its software, whether in whole or in part. You will not use, reproduce, modify, prepare derivative works of, distribute, sublicense, loan, sell, or otherwise transfer the Service and its software in any manner or for any purpose except as expressly permitted herein. iPass will retain all title, copyright and other proprietary and intellectual property rights in and to the Service and its software, and any other technology, services, or materials that iPass may provide to you hereunder or in conjunction with the Service. All rights in and to the foregoing not expressly granted to you in this Agreement are reserved by iPass. In particular, but without limiting the generality of theforegoing, no right to or license in the source code for the Service and its software is granted hereunder. You will not obfuscate, alter, or remove any copyright, trademark, or other proprietary notice or legend on or in the Service and its software. Further, you agree that you will not: (1) resell any part of the Service; (2) share your Service connection with anyone; or (3) access the Service simultaneously through the use of multiple Devices.
Term and termination
This Agreement and your use of the Service shall commence once iPass has validated your Information and created an Account and shall remain in full legal force and effect whilst you have a qualifying HSBC account. Thereafter the Account may be terminated by either iPass or HSBC according to the terms herein.
iPass may terminate or suspend your Account if: (1) it believes, in its sole discretion, that you are in breach of this Agreement; (2) it believes, in its sole discretion, that you have shared or are using the Service with anyone not named on your HSBC account; or (3) if iPass and HSBC mutually decide to stop providing the Service. You will be sent an email notification to the email address on file in your Account upon termination or suspension of Service. You agree to discontinue your use of the Service and remove and any all Service applications from your Devices immediately upon notification of termination. Any termination of your Account may mean the permanent deletion of your Account Information and you agree that iPass shall have no liability for any such termination. You may terminate your Account, at any time, by sending an email requesting termination to email@example.com.
You agree that you will not use the Service in a manner contrary to the iPass acceptable use policy located at www.ipass.com/wp-content/uploads/2010/01/Acceptable-Use-Policy.pdf and incorporated herein by reference. iPass reserves the right to investigate any breach and or suspected breach of its acceptable use policy. iPass may suspend or terminate provision of the Service if, in its sole discretion, it suspects that you have violated its acceptable use policy.
Warranty and disclaimers
By its very nature, the Internet contains offensive and/or harmful material, in some cases under descriptions that have been mislabeled or are otherwise deceptive. iPass shall not be responsible for any damages suffered by you and/or any person as a result of obtaining Internet access. iPass exercises no control whatsoever over the content of the information passing through its systems.
Notwithstanding anything else in this agreement, to the maximum extent permitted by applicable law, services are provided on an "as is" and "as available" basis, and ipass disclaims and makes no representations or warranties and there are no conditions of any kind, either express, implied or statutory, including but not limited to any warranties of non-interference, merchantability, fitness for a particular purpose or use, or arising from course of dealing or usage of trade. You assume all responsibility and risk for use of services. Any statements made in any written or electronic documents, or by any iPass employees, representatives, or agents are provided for informational purposes only and not as representations or warranties of any kind. iPass does not warrant that services will be uninterrupted, error free, or free from service degradation, or that any information, software, or other material accessible on the services are free from viruses, worms, trojan horses, or other code that manifests contaminating, interfering, or destructive properties. iPass cannot and does not guarantee the security or integrity of data transmission or storage, or that viruses, worms, trojan horses, or other code that manifests contaminating or destructive properties will be detected or remediated by the services. Services are only available within the coverage area of the ipass network, which is subject to change. You acknowledge that services may be temporarily unavailable for maintenance, equipment modifications, or upgrades, and for other reasons within and or beyond the direct control of iPass.
For the avoidance of doubt, HSBC has no relationship with you whatsoever in relation to the Service. HSBC shall not be liable to you in any way whatsoever for any cost, claim, damages, expense or loss arising from, related to or in connection with the Service. All such costs, claims, damages, expenses or losses shall be between you and iPass only.
Limitation of liability
To the maximum extent permitted by applicable law, in no event shall iPass be liable for any special, incidental or consequential damages, or for interrupted communications, lost data or lost profits, arising out of or in connection with the service.
You agree to indemnify, defend and hold harmless iPass and its officers, directors, employees, agents, successors and assigns from and against any loss, liability or claim, including claim for reasonable attorney's fees, brought by any third party and arising from: (a) your infringement of any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy through use of the Service; (b) your violation of any applicable law, statute, ordinance or regulation when using the Service; (c) violation of iPass' acceptable use policy; and/or (d) material breach of this Agreement.
iPass may, in its sole discretion, make amendments to the terms and conditions of this Agreement. If iPass makes any such amendments, iPass will strive to notify you of such changes by sending a notification to the email address on file in your Account. Notwithstanding, any such amendment shall be effective upon publication on the Web Site and you are responsible for regularly checking for any such updates.
You may not assign the Agreement, the use of the Services or your rights and obligations under this Agreement without the prior written consent of iPass. Any such assignment shall be void.
The following sections shall survive the termination of this Agreement: Indemnity; Limitation of Liability; Warranty and Disclaimers; Choice of Law; Privacy; and Acceptable Use.
If any provision of the Agreement is held to be invalid, illegal or unenforceable by any court or other competent tribunal then the remaining provisions of the Agreement shall remain in full force and effect.
Choice of law
The laws of California shall govern the construction and enforceability of the Agreement as well as your use of the Service. You agree that any action arising under or relating to this Agreement or your use of the Service shall lie within the exclusive jurisdiction of the Courts located in San Mateo County, California, USA. Each party hereby submits to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement or your use of the Service.
This Agreement constitutes the entire agreement between the parties with regard to the Services provided hereunder. All prior agreements, proposals, representations and other understandings whether oral or written, are superseded in their entirety by this Agreement.
No alteration or modification of this Agreement will be valid unless made in writing and signed by an authorized iPass representative. In the event of a conflict between the Agreement and any terms and conditions or statements contained in any document related to the Services, the terms of this Agreement will control.