ENGAGEHOTSPOTS.COM HOTSPOT OPERATOR AGREEMENT (THE "AGREEMENT") FOR MANAGED WIRELESS INTERNET ACCESS (THE "SERVICE")

Please read carefully as the following Hotspot Operator Agreement constitutes a legal and binding agreement between you (the "Hotspot Operator") and engagehotspots.com. Your clicking the "Create Admin" button in addition to your usage of the Service signifies your agreement with the following Terms and Conditions:

1) CHANGES

engagehotspots.com may from time to time make changes to prices or other terms of this agreement which will be posted online via the engagehotspots.com website. Your continued use of the Service after the changes have become effective signifies your acceptance of such changes.

2) BUSINESS TERMS

a) Credit / Debit Card Revenue Sharing - Hotspot Operator will receive 80% of credit / debit card revenue generated by End-User's purchase of wi-fi access from the wi-fi login portal of hotspots created and managed by Hotspot Operator.

b) Credit / Debit Card Processing Fees - Hotspot Operator shall pay 80% of credit / debit card processing fees (in equal proportion to their revenue share) which will be deducted from revenue sharing payment(s) as detailed in the preceding paragraph.

c) Prepaid Access Codes - Hotspot Operator may purchase prepaid access codes from engagehotspots.com (at wholesale rates set by engagehotspots.com) for resale to End-Users. End-User rates are determined at the sole discretion of the Hotspot Operator.

d) End-User Refunds - Wholesale prepaid card refunds (for cash customers buying prepaid cards from hotspot Operator) will be credited back to hotspot Operator upon request up to 7 days from date of purchase.

e) Social Wi-Fi Module - Hotspot Operator may optionally elect to subscribe to the Social Wi-Fi module at the applicable monthly recurring subscription fee. In the event that the Hotpot Operator's payment method is declined, results in a chargeback or settlement failure, engagehotspots.com reserves the right to discontinue Hotspot Operator's access to the Social Wi-Fi module. Social Wi-Fi module subscription fees are non-refundable and are charged in advance for each month's service.

f) Length of Agreement - The Service will be provided to the Hotspot Operator on a month-to-month basis from acceptance of the terms and condition contained herein. Either party may cancel this agreement in writing with at least 7 days notice prior to expiration, otherwise this Agreement will automatically renew for additional one-month periods.

g) Advertising - Hotspot Operator may at it's sole discretion, display applicable signage in hotspot location. engagehotspots.com may promote Hotspot Operator's Wireless Access Point in media including but not limited to Online and Print Publications.

h) End-User Login Pages - engagehotspots.com may at it's sole discretion, display content including but not limited to advertising on it's Login Page. If the Hotspot Operator finds certain such content to be objectionable, engagehotspots.com will promptly remove such content upon written request by Hotspot Operator.

i) Hotspot Operator Training - engagehotspots.com shall provide the necessary training documentation to assist Hotspot Operator with the installation and ongoing operation of the Service.

j) Hotspot Operator Technical Support - engagehotspots.com provides the following support services to Hotspot Operators:

E-mail communication regarding supported hardware, software and services excluding third party equipment, software and services.

k) End-User Technical Support - engagehotspots.com shall not be responsible for providing support services directly to End-Users.

l) Backhaul Internet Connection - Hotspot Operators are responsible for acquiring and maintaining a high-speed Internet backhaul connection necessary for the successful operation of wireless access points. engagehotspots.com is not responsible for acts or omissions related to goods and services provided by third party ISP's.

m) Interoperability with 3rd party API's / Services - In the event that 3rd party services (such as Facebook or PayPal's API) become unavailable, engagehotspots.com may cease providing related services without entitling Hotspot Operators to refunds, credits or any compensation whatsoever.

n) Relationship of the Parties - All parties to this agreement are independent contractors. This agreement does not constitute a franchise, joint venture, agency, partnership, fiduciary or employment relationship.

o) Feedback - engagehotspots.com may freely use comments, suggestions or feedback provided by Hotspot Operators towards modifying or improving any aspect of it's business without incurring obligation to Hotspot Operators whatsoever.

p) Fraudulent Use - If you suspect the Service has been fraudulently used, you must notify engagehotspots.com immediately.

q) Indemnity - engagehotspots.com grants you the right to permit Users to access and use the Service. You shall defend, indemnify and hold engagehotspots.com harmless from and against all damages arising out of third party claims relating to Your or Users use of the Service or content or performance of the Service.

3) DEFAULT / TERMINATION

Upon the occurrence of any event of Default and at any time thereafter as long as the event of default is continuing, the non-defaulting party may terminate this Agreement upon written notice and shall not impose any liability upon the terminating party nor waive any damages to which the terminating party may be entitled. Funds owed by either party become immediately payable upon termination of this Agreement. Either party shall be in default of this Agreement upon the occurrence of any of the following events:

a) The failure of either party hereto to perform or observe any covenant, term or condition binding on it contained herein if such default is not remedied within thirty days after written notice thereof from the non-defaulting party.

b) Bankruptcy, liquidation or business suspension.

4) LIMITATION OF LIABILITY

a) For purposes of all indemnity obligations, exclusive remedies and limitations of liability set forth in this Agreement, "engagehotspots.com" shall be defined as engagehotspots.com, it's affiliates and it's and their employees, directors, officers, agents, representatives, subcontractors, interconnection service providers and suppliers. "Hotspot Operator" shall be defined as Hotspot Operator, it's affiliates and it's and their employees, directors, officers, agents and representatives. "Damages" will refer collectively to all injury, damage, liability, loss, penalty, interest and expense incurred.

b) EITHER PARTIES ENTIRE LIABILITY, AND THE OTHER PARTIES EXCLUSIVE REMEDIES FOR ANY DAMAGES CAUSED BY ANY SERVICE DEFECT OR FAILURE OR FOR ANY OTHER CLAIMS ARISING IN CONNECTION WITH ANY SERVICE OR PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO PROVEN AND DIRECT DAMAGES NOT TO EXCEED IN THE AGGREGATE DURING ANY (12) MONTH PERIOD AN AMOUNT EQUAL TO THE TOTAL NET PAYMENTS PAYED BY HOTSPOT OPERATOR FOR THE AFFECTED SERVICE DURING THE ONE (1) MONTH PRECEDING THE MONTH IN WHICH THE DAMAGE OCCURRED.

c) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, ADVANTAGES, SAVINGS OR REVENUES OF ANY KIND OR INCREASED COST OF OPERATIONS, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

d) ENGAGEHOTSPOTS.COM SHALL ALSO NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO: INTEROPERABILITY, INTERACTION, ACCESS OR INTERCONNECTION PROBLEMS WITH APPLICATIONS, EQUIPMENT, SERVICES, CONTENT OR NETWORKS NOT PROVIDED BY ENGAGEHOTSPOTS.COM; SERVICE INTERRUPTIONS OR LOST OR ALTERED MESSAGES OR TRANSMISSIONS OR UNAUTHORIZED ACCESS TO OR THEFT. ALTERATION, LOSS OR DESTRUCTION OF YOUR, USERS OR THIRD PARTY APPLICATIONS, CONTENT, DATA, PROGRAMS, INFORMATION, NETWORK OR SYSTEMS.

e) The limitations of liability set forth in this section (4) shall apply regardless of the form of action, whether in contract, tort, strict liability, equity or otherwise and whether or not damages were foreseeable. These limitations of liability shall survive failure of any exclusive remedies provided in this Agreement.

5) WARRANTIES

a) engagehotspots.com warrants that it's goods and services will conform in operation to it's currently published specifications and to be free of defects under normal use and circumstances which substantially affect performance for a period of 60 days from date of delivery to Hotspot Operator. If goods and services are found to be defective by engagehotspots.com in a manner which substantially affects system performance, engagehotspots.com's sole obligation under this warranty is to remedy the defect in a manner consistent with engagehotspots.com's regular business practices.

b) The above warranty is a limited warranty and is the only warranty made by engagehotspots.com. No other warranty, whether express or implied including any warranty of merchantability or fitness for a particular purpose shall be deemed to exist in connection with any of the goods or services supplied hereunder. engagehotspots.com does not warrant that the Service will be uninterrupted or error-free or that the Service will meet your requirement or that the Service will prevent unauthorized access. Equipment provided by engagehotspots.com in conjunction with the Service is provided on an "as is" basis.

6) GENERAL TERMS

a) Governmental Compliance & Taxation - Hotspot Operator is responsible for obtaining any necessary Government permits, licenses, registrations or authorizations that may be required to sell or provision the Service. Hotspot Operator is also solely responsible for remitting any taxes, fines, penalties or other payments levied by any Governmental authority relating to the sale or provision of the Service.

b) Acts Beyond Control - If the performance of this agreement or any obligation under it is prevented, restricted or interfered with by reason of circumstances beyond the reasonable control of that party obliged to perform it (including, without limitation flood, fire, storm, strike, lockout, sabotage, civil commotion, government intervention), the party so affected shall (upon giving prompt notice thereof to the other party) be excused from performance to the extent only of prevention, restriction or interference, provided always that the party so affected shall use all reasonable endeavors to avoid or remove the causes of non-performance and shall continue performance as expeditiously as possible as soon as such causes have been removed.

c) No Third Party Rights - This agreement does not provide any third party including Users with any remedy, claim, liability, reimbursement, cause of action or other right or privilege.

d) Assignment - This Agreement may not be assigned by Hotspot Operator without engagehotspots.com's prior written consent. engagehotspots.com may assign all or part of it's rights and duties under this Agreement to a present or future affiliate or successor. engagehotspots.com may subcontract work to be performed under this Agreement, but will retain responsibility for all such work.

e) Notices - Any notices required to be given under this Agreement shall be deemed to have been given if delivered by email, fax, certified mail with return receipt requested or sent by any expedited delivery service that provides proof of service to the most current address provided by Hotspot Operator or to engagehotspots.com. Such addresses may be changed by prior written notice to the other party.

f) Severability - The provisions of this Agreement are severable and, if part of it is ever found to be invalid or unenforceable in whole or in part, as to any particular claim or circumstance, it shall remain fully valid and enforceable as to all other claims and circumstances.

g) Governing Law - This Agreement shall be governed by and construed in accordance with the laws of the Province of Manitoba (Canada). The courts of the Province of Manitoba shall have exclusive jurisdiction over all disputes arising hereunder or in connection with the subject matter hereof.

h) Two Year Limit on Actions - Any legal action arising in connection with this Agreement must begin within two years after the cause of action arises.

i) Trademarks - The engagehotspots.com trademark is the exclusive property of engagehotspots.com and may only be displayed on materials provided or approved by engagehotspots.com.

j) No Waiver - No waiver by either party, whether express or implied, of any provision of this Agreement shall constitute a continuing waiver of such provision or a waiver of any other provision of this Agreement. No waiver by either party, whether express or implied, of any breach or default by the other party, shall constitute a waiver of any other breach or default of the same or any other provision of this Agreement.

k) Survival of Obligations - The respective obligations of either party, which by their nature would continue beyond the termination of this Agreement, such as obligations regarding limitations of liability, shall survive termination.

l) Entire Agreement - This Agreement constitutes the entire agreement among the parties with respect to the matters explicitly addressed in this Agreement and there are no agreements, representations or warranties that are not set forth. All prior negotiations, agreements and undertakings are superseded. This agreement may not be amended or revised except by a written agreement signed by all the parties.

THANKS FOR USING ENGAGEHOTSPOTS.COM