Terms & Conditions


1.1 Responsibility for Software . infinit is solely and exclusively responsible for the design, programming, development, functionality, operation, and maintenance of its software. infinit reserves the right to make changes to the software at any time and in its sole discretion. 

1.2 Description of Hardware . The required proprietary kiosk & pre-configured router (and, in some distributed locations, access points) is provided by infinit and labeled with infinit trademarks. 

1.3 Description of Software. infinit software is defined as a proprietary, wireless location-based, direct response and targeted advertising and marketing technology platform. Also, the infinit software manages free internet sessions. 

1.4 Advertisements . infinit will feature fifteen (15) AdTiles pages per slot, (as further defined in the infinit Advertising Agreement) with random display. Customer is entitled to one (1) full-page AdTile page, to promote Customer, at a agreed upon reduced rate. However, Customer must pay all additional design and production fees associated with the AdTile page. In addition if the Customer selects White Label the Customer must pay all additional design and production fees associated with the AdTile page(s). 


2.1 License Grant . infinit grants Customer a non-exclusive, non-transferable, non-sub licensable, worldwide license to: (a) use, copy, display, and Distribute infinit Hardware and Software; and (b) to use, reproduce, distribute and display the infinit Trademarks solely in connection with the marketing, Distribution, and promotion of the Hardware and Software. 

2.3 Intellectual Property Ownership . infinit retains all rights, title, and interest in and to the Software, including all Intellectual Property Rights therein. Neither party will construe anything in this Agreement as granting any intellectual or other rights in the other party’s intellectual property. 

2.4 Restrictions . Customer will not: (a) create or attempt to create (including but not limited to by disassembling, decompiling, otherwise reverse engineering, or otherwise learning the source code, processes, or algorithms underlying them) infinit’ software; or (b) develop any derivative works of the infinit software. 


3.1 Technical Requirements . Customer will work with infinit to allow for the required placement of Hardware, to supply the required Internet to create an infinit Technologies WiFi network and/or infinit Technologies Qubitt to provide the required electricity, all at no charge to infinit. 

3.2 Promotion . Customer will allow infinit to promote and advertise infinit within Customer’s location, at no charge to infinit. 

3.3 Other Software . The Customer shall not distribute or sell similar software or services that compete with infinit during the term of this Agreement.


4.1 Term. This agreement has an initial term of 60 months and will automatically renew for additional 60-month terms (the “Term”) unless terminated earlier in accordance with the terms of this Agreement. 

4.2 Termination for Breach. This Agreement may be terminated by either party for cause immediately by written notice upon the occurrence of any of the following events: (i) if the other ceases to do business, or otherwise terminates its business, other than by reason of a sale of assets, merger or consolidation; (ii) if the other breaches any provision of this Agreement and fails to cure the breach during a 30 day cure period; (iii) if the other becomes insolvent or seeks protection under any bankruptcy, receivership or other comparable proceeding; (iv) if the transactions contemplated by this Agreement have become impracticable by reason of the institution of threat by state, local, or federal government authorities, including but not limited to Customer losing any applicable license(s); (v) any member of the management of Customer is convicted of a misdemeanor or felony involving dishonesty or moral turpitude whether as a result of trial or plea (including a plea of no contest); or (vi) any member of the management of Customer engages in nefarious conduct which is, in infinit’ sole judgment, injurious to infinit or to the goodwill or reputation of infinit. 

4.3 Termination for Convenience. After expiration of the initial term, this Agreement may be terminated by either party for convenience, upon written notice to the other party. If terminated by infinit, termination will become effective 30 days from the date of the notice. If terminated by Customer, termination will become effective upon the expiration of all of the AdTiles advertisements. 

4.4 Effect of Termination. Upon termination or expiration of this Agreement: (i) Customer must immediately cease all infinit Technologies activities; (ii) surrender all installed Hardware; (iii) infinit shall immediately pay Customer all amounts owed under this Agreement; and (iv) Sections 2.3, 2.4, 5, 6, 7, 8.3 and 8.4 of this Agreement shall survive. 


5.1 Confidentiality . Each party acknowledges that it will receive Confidential Information from the other party. Each party agrees not to disclose the other party’s Confidential Information to any third party. Confidential Information may only be disclosed to those persons who have a need to know it to perform under this Agreement. Confidential Information includes all information disclosed or made available by one party to the other party that is identified as proprietary or confidential at the time of disclosure or that the receiving party should reasonably understand to be confidential including financial information, business and marketing plans, operations and systems, intellectual property, data, databases, information concerning sales representatives, employees, customers and vendors, or technology, discoveries, inventions, improvements, research, development, know how, designs, product specifications, software, object code, source code, prototypes, devices, hardware, technical documentation and processes. Confidential Information does not include any information that: (a) was in the public domain at the time of disclosure or became publicly available after disclosure without breach of this Agreement; (b) was lawfully received from a third party without confidentiality restrictions; (c) was known to the receiving party, its employees or agents without confidentiality restrictions before it was disclosed under this Agreement; or (d) is independently developed by the receiving party without use of or reference to the Confidential Information. 

5.2 Publicity . Either party may use the name or logo of the other party in publicity, advertising or other marketing activities by providing the other party written request and receiving prior written approval. 


Without limiting any other rights or remedies of infinit under this Agreement, Customer will indemnify and hold infinit and its officers, directors, employees, successors and assigns harmless from and against any and all claims, losses, damages, liabilities and expenses (including, without limitation, attorneys’ and accountants’ fees and all disbursements), as incurred, arising at any time as a result of Customer’s negligence or willful misconduct, out of any breach of or failure to perform any obligation of Customer under this Agreement, or any violation of any law or duty under the law. 


7.1 Lost Profits; Consequential Damages . Except for the indemnification obligations in section 6.0, neither party is liable to the other party or any other person for any indirect, special, punitive or consequential damages, including damages for loss of goodwill, work stoppage, hardware or software failure or malfunction, even if the party has been informed of the possibility of those damages. 

7.2 Limitation Direct Damages . infinit will not be liable for direct damages in excess of the amounts paid by infinit to Customer during the six-month period immediately prior to the time that the cause of action arose. 

7.3 Force Majeure . Without limiting the foregoing, neither party is liable for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strike whether legal or illegal, labor or material shortage, transportation interruption, work slowdown or any other condition beyond the control of the party. 


8.1 Notices. Notices hereunder may be given by U.S. mail; personal delivery at the addresses listed below, or by email provided the sender can confirm receipt of the email message by the recipient. 

8.2 Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes all prior agreements between the parties regarding the same subject matter. This Agreement may not be amended except in writing signed by both parties. 

8.3 Construction/Severability. The terms of this Agreement are construed in accordance with the meaning of the language used and will not be construed for or against each party by reason of the authorship of this Agreement. In the event any word, phrase, clause, sentence or other provision of this Agreement violates any applicable statute or rule of law in any particular circumstance or governing jurisdiction, the provision will be ineffective to the extent of the violation, without in any way invalidating or affecting the enforceability of the provision in any other jurisdiction or circumstance or of any other provision of this Agreement. Additionally, the provision will be deemed to be reformed by a court of competent jurisdiction and will be enforceable to the maximum extent permitted by law. 

8.4 Governing Law, Jurisdiction and Venue. The laws of the state of Minnesota will govern all matters arising out of this Agreement, without regard to its conflict of laws provisions and principles, regardless of the domicile of any party. Any action arising out of or relating to this agreement, its performance, enforcement or breach will have exclusive jurisdiction and venue in a state or federal court situated within the state of Minnesota. The parties irrevocably consent and submit themselves to the personal jurisdiction of said courts for all such purposes. 

8.5 Non-Waiver and Cumulation of Remedies. The failure by either party to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity will not constitute a waiver of such provision, right, remedy or affect the validity of this Agreement. The waiver of any default by either party is not deemed a continuing waiver. Except as provided herein, all remedies available to either party are cumulative and may be exercised concurrently or separately.