1. APPOINTMENT.

a. Appointment of Non-Exclusive Reseller. GoZone appoints Reseller as a non-exclusive reseller to market and resell subscriptions to the Service in the Territory.

b. Grant. Subject to Reseller’s compliance with the terms of this agreement, GoZone grants to Reseller the following non-exclusive rights related to the Service to be exercised only in the Territory: (i) the right to use the Service for demonstration purposes; (ii) the right to use the Service for training purposes; (iii) the right to combine, or bundle, the Service with Reseller’s own technology to create a Reseller offering for delivery to Clients.

c. Restrictions. Reseller may not: (i) remove or alter any proprietary marking or restrictive legends within the Service without GoZone's express permission; (ii) reverse engineer the Service; or (iii) access the Service to build a competitive product, or service or to copy any feature, function, or graphic in the Service; (iv) create a service provider offering under its own brand or sell service to sub-resellers.

2. ORDERING AND FULFILLMENT.

a. Order Process. For each subscription to be sold to a Client, Reseller must place an order with GoZone using the dashboard in the Service or other method as provided.  All orders are subject to GoZone’s approval, which will not be unreasonably withheld. 

b. SaaS Agreement. Each Client must enter into an SaaS Agreement with GoZone before accessing or using the Service, which is an agreement between a Client and GoZone for use of the Service.

c. Payments. Reseller must pay GoZone all fees in accordance with all Orders and Service used in accordance with GoZone’s Billing Policy set forth at www.gozonewifi.com/policies/billing. GoZone may, in its sole discretion, (i) change its pricing at any time, upon GoZone’s notice to Reseller, and (ii) charge additional fees for excessive use of the Service, which excessive use is defined in GoZone’s Reasonable Use Policy located at www.gozonewifi.com/policies/reasonable-use. All fees payable under this agreement are exclusive of sales, use, VAT, withholding, custom duties, excise, and any other similar taxes for which Reseller is responsible.  

3. SUPPORT.

a. Reseller Support. GoZone will provide reasonable pre-sales support and post-sales technical support to Reseller, both in accordance with GoZone's Support Policy set forth at www.gozonewifi.com/terms/support.

b. Client Support. GoZone will provide technical support to Client as provided for in the SaaS Agreement.

c. Reseller Hardware Support. If Reseller has provided the Client with hardware, Reseller must support that hardware, including working with GoZone for integration between the hardware and the Service. GoZone has no responsibility with respect to the hardware.

4. OPERATIONAL OBLIGATIONS.

a. GoZone. GoZone will offer basic training on the Service and other Reseller benefits in accordance with the Reseller Policy located at https://www.gozonewifi.com/policies/reseller/.

b. Reseller. Reseller must:

• Avoid deceptive, false, misleading, or unethical practices that are detrimental to GoZone; 
• Make no representations, warranties, or guarantees to Clients regarding the specifications, features, or capabilities that are inconsistent with the Service, its available documentation, or its features and functionality;  
• Bill and collect from Clients all fees for the Service; 
• Pay its expenses associated with its activities under this agreement;  
• Use the same degree of due diligence and prudence in safeguarding the interests of GoZone as it would use in administering its own affairs;
• Periodically update GoZone on its sales activities as well as market conditions within the Territory when requested by GoZone;  
• Comply with GoZone’s Privacy Policy located at https://www.gozonewifi.com/policies/privacy/; and
• Comply with GoZone’s Reseller Policy located at https://www.gozonewifi.com/policies/reseller/.

5. INTELLECTUAL PROPERTY AND CONFIDENTIALITY.

a. Property of GoZone. GoZone or its licensors own all right, title, and interest, including all intellectual property rights, in and to the Service, including, without limitation, the underlying technology. GoZone reserves all rights not expressly granted.

b. Trademark Usage and Rebranding. Each party grants the other a non-exclusive license to use, during the Term, its name, logo, and other trademarks (Trademarks) solely for the promotion and resale of the Service. Such use must be in accordance with each party's trademark guidelines, in which GoZone's can be located at www.gozonewifi.com/policies/trademark. Reseller may not register any domain name that is similar to any GoZone tradename or trademark.

c. Mutual Confidentiality. During the Term and after the Term, neither party may use for any purpose (other than for purposes of this agreement) or disclose to any third party any Confidential Information of the other party. The receiving party may disclose Confidential Information to their employees and contractors with a need to know, and who have confidentiality agreements with the receiving party with terms no less protective than the confidential terms of this agreement.

I. Confidential Information means all non-public technical and business information a party designates as being confidential or which under the circumstances of disclosure reasonably ought to be treated as confidential, which includes, without limitation, the terms of this agreement, business and marketing plans, technology roadmaps, source code, and trade secrets.

II. Confidential Information excludes information that: (i) was previously known without restriction; (ii) is received from a third party without restriction; (iii) is independently developed without use or access to the Confidential Information; or (iv) becomes publicly available through no fault of the receiving party. A party may disclose the Confidential Information of the other party if required by applicable law, but must provide protection for such information and prior notice to the other party so that it may seek a protective order.

6. TERMINATION.

a. Termination for Material Breach. If either party is in breach of any material term of this agreement, the other party may terminate this agreement at the end of a 30-day notice/cure period, if the breach has not been cured.

b. Termination for Convenience. Either party may terminate this agreement for convenience upon 30 days prior written notice to the other party.

c. Effect of Termination. Upon termination of this agreement for any reason, Reseller must pay GoZone any outstanding payments owed, remove any reference to GoZone on any marketing materials or websites and stop promoting GoZone Services to its Clients.

d. Return or Destroy Material and Transactions After Termination. Upon termination of this agreement for any reason, Reseller must destroy the GoZone Confidential Information and any other GoZone property, and at the request of GoZone certify such destruction in writing. Notwithstanding anything contained herein to the contrary, GoZone may, without liability to Reseller, continue to provide the Service and other services, either directly or through another reseller, to Clients after this agreement has terminated.

7. WARRANTY DISCLAIMER.

GOZONE MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE SERVICES PROVIDED UNDER THIS AGREEMENT. ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

8. INDEMNITIES.

a. By GoZone. GoZone will defend or settle any third-party claims against Reseller alleging that the Service violates a copyright, patent, trademark, or other intellectual property right, provided that Reseller promptly notifies GoZone of the claim in writing, cooperates with GoZone in the defense, and allows GoZone to solely control the defense or settlement of the claim.

I. Remedy. GoZone will pay infringement claim defense costs it incurs in defending Reseller, GoZone-negotiated settlement amounts, and court-awarded damages.

II. Process. If such a claim appears likely, then GoZone may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If GoZone determines that none of these are reasonable available, then GoZone may terminate the Service and refund any prepaid and unused subscription fees.

III. Exclusions. GoZone has no obligation for any claim arising from: (i) GoZone's compliance with Reseller's designs, specification, instructions, or technical information; (ii) a combination of the Service with other technology where the infringement would not occur but for the combination; or (iii) technology not provided by GoZone. THIS SECTION CONTAINS RESELLER'S EXCLUSIVE REMEDIES AND GoZone'S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

b. By Reseller. If a third party claims against GoZone: (i) that any part of Reseller technology infringes or violates that party's copyright, patent, trademark, or other right; or (ii) based on Reseller's acts or omissions relating to this agreement (including by way of example, violations of the Foreign Corrupt Practices Act, misrepresentations about the quality and nature of the Service), then Reseller will defend GoZone against that claim at Reseller's expense and pay all costs, damages, and attorney's fees that a court finally awards or that are included in a settlement approved by Reseller, provided that GoZone promptly notifies Reseller in writing of the claim, cooperates with Reseller in the defense, and allows Reseller to solely control the defense and any related settlement.

9. LIABILITY LIMIT.

a. Exclusion of Indirect Damages. GoZone is not liable for any indirect, special, incidental, or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of or unauthorized access to data or information; and lost profits, revenue, or anticipated cost savings), even if it knows of the possibility or foreseeability of such damage or loss.

b. Total Limit on Liability. Except for GoZone's indemnity obligations, GoZone's total liability arising out of or related to this agreement (whether in contract, tort, or otherwise) does not exceed the amount paid or payable by Reseller to GoZone within the 3 months prior to the event that gave rise to the claim.

10. GOVERNING LAW AND FORUM.

This agreement is governed by the laws of the State of Florida (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Pinellas County, Florida, and Reseller submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party.

11. OTHER TERMS.

a. Entire Agreement and Changes. This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Reseller is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it.

b. No Assignment. Neither party may assign or transfer this agreement to a third party, nor delegate any duty, except that the agreement and all orders may be assigned, without the consent of the other party, as part of a merger or sale of all or substantially all the businesses or assets of a party.

c. Independent Contractors. The parties are independent contractors with respect to each other. No partnership, joint venture, or franchise is created. Reseller may not bind GoZone in any manner, or make any commitments on behalf of GoZone.

d. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation, force majeure events.

e. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.

f. Survival of Terms. Any terms that by their nature survive termination of this agreement will survive.

g. Compliance. Each party must comply with the following laws in providing and using the Service: (i) the export laws and regulations of the United States; and (ii) all applicable anti-bribery laws, including, but not limited to, the U.S. Foreign Corrupt Practices Act.

h. Feedback. If Reseller provides feedback or suggestions about the Service, then GoZone (and those it allows to use its technology) may use such information without obligation to Reseller.

i. Non-Solicitation. The Reseller shall not solicit, employ or to enter into any agreements in any other way, either directly or indirectly, with any of GoZone's employees (including self-employed consultants) who are involved in performing obligations under an agreement between the parties or in the execution thereof, or with a company in which the Reseller has direct or indirect interests, without the prior written consent of GoZone. This prohibition applies for the duration of each Order and/or each Agreement and for 12 (twelve) months thereafter. If the prohibition is infringed, the Reseller shall pay GoZone liquidated damages equal to 12 (twelve) months of any sums paid by GoZone to the employee during the prior 12 (twelve) months or equivalent calculation if shorter than 12 (twelve) months. Reseller agrees that these sums represent a genuine pre-estimate of each GoZone's loss.

Updates to this Agreement:
We may update this Agreement from time to time. If we make any changes to this Agreement, we will change the “effective date” below and will post the updated Agreement on this page (https://www.gozonewifi.com/terms/reseller). Continuing to use our Services after we publish changes to this Reseller Agreement means you are consenting to these changes.

If you wish to unsubscribe from e-mail communication from GoZone WiFi, you may e-mail us at info@gozonewifi.com. Additionally, most of our email distributions contain an “unsubscribe” link. If you have questions or comments about this Reseller Agreement or the practices of GoZone WiFi, you may contact us at info@gozonewifi.com.

If you have any questions about this Agreement, please contact us at info@gozonewifi.com or by writing to us at:

GoZone WiFi LLC
PO Box 12275
St. Petersburg, FL 33733

Effective date: August 30, 2022

Signed on: December 9, 2025

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Document name: Reseller Agreement

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Timestamp	Audit
March 4, 2019 11:20 am EST	Reseller Agreement Uploaded by Alan Yingling - alany@gozonewifi.com IP 47.197.76.213
March 8, 2019 2:55 pm EST	Document owner info@gozonewifi.com has handed over this document to alany@gozonewifi.com 2019-03-08 14:55:20 - 187.254.14.153
March 8, 2019 3:53 pm EST	GoZone WiFi LLC - info@gozonewifi.com added by Alan Yingling - alany@gozonewifi.com as a CC'd Recipient Ip: 75.76.118.189
March 8, 2019 4:09 pm EST	GoZone WiFi LLC - info@gozonewifi.com added by Alan Yingling - alany@gozonewifi.com as a CC'd Recipient Ip: 75.76.118.189
March 8, 2019 4:19 pm EST	GoZone WiFi LLC - info@gozonewifi.com added by Alan Yingling - alany@gozonewifi.com as a CC'd Recipient Ip: 75.76.118.189
March 8, 2019 4:29 pm EST	GoZone WiFi LLC - info@gozonewifi.com added by Alan Yingling - alany@gozonewifi.com as a CC'd Recipient Ip: 75.76.118.189
March 2, 2023 9:12 am EST	GoZone WiFi LLC - info@gozonewifi.com added by Alan Yingling - alany@gozonewifi.com as a CC'd Recipient Ip: 24.214.44.180
April 22, 2025 9:02 am EST	GoZone WiFi LLC - info@gozonewifi.com added by Alan Yingling - alany@gozonewifi.com as a CC'd Recipient Ip: 149.120.37.18
November 25, 2025 9:27 am EST	GoZone WiFi LLC - info@gozonewifi.com added by Alan Yingling - alany@gozonewifi.com as a CC'd Recipient Ip: 47.197.76.213
November 25, 2025 9:55 am EST	GoZone WiFi LLC - info@gozonewifi.com added by Alan Yingling - alany@gozonewifi.com as a CC'd Recipient Ip: 47.197.76.213

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