SmartMDU Service Activation and Payments Portal Terms of Use

1. Background: The SmartMDU Service Activation and Payments Portal (“Portal”) is a Web application that enables users who are residents of a multi-dwelling unit property to activate Internet access and Wi-Fi service in their living unit (“Services”) and make payments to the broadband service provider, landlord, property manager or similar entity that offers these Services (“MDU Service Provider”). The MDU Service Provider determines which residents can access the Portal as users and has engaged Calix, Inc. (“Calix”) to host the Portal on its behalf.

2. MDU Service Provider Contract. Users acknowledge that the agreement governing their use of the Services (“Service Contract”) is solely between them and their MDU Service Provider. The MDU Service Provider is responsible for providing users with a copy of the Service Contract, or otherwise informing them of its terms, before billing for any Services. If the Service Contract includes any terms related to use of the Portal, those terms will override and govern to the extent they conflict with these Terms.

3. Portal & CIQ App Credentials. To use the Portal, users need to create an account with an email address and password they choose. When they do this, users will also create a separate account with the same credentials that they can use to login to the CommandIQ mobile app,
which allows them to manage the Wi-Fi experience in their living unit (“CIQ App”). Use of the CIQ App is not governed by these Terms but by those agreed to when users download and install the CIQ App.

4. Security. Users are responsible for the security of their usernames and passwords and for all actions occurring under them. These credentials are personal to users and may not be shared with others. If users suspect their credentials have been compromised or that any other security breach has occurred, they must notify their MDU Service Provider immediately.

5. Use of Payment Features. When users access the Portal features that allow them to make and manage payments to their MDU Service Provider (“Payment Features”), they are providing their personal and financial information directly to the entity hosting the payments page or embedded inline frame (“Payments Provider”). Users acknowledge that a separate agreement with that Payments Provider applies to their use of any Payment Features.

6. MDU Service Provider Subscription Requirement. Continued use of the Portal is dependent on the MDU Service Provider maintaining current subscriptions to the Calix products required to support the Portal functions, including SmartMDU. If any required subscriptions expire or are terminated, users’ access to the Portal may be suspended or terminated without notice.

7. Privacy Compliance. The MDU Service Provider and the Payments Provider, either jointly or separately, are responsible for any privacy notices and consents required for the processing of any personal data collected when users access the Portal. Calix acts only as a processor or service provider.

8. Data Use Rights. Users understand that Calix will collect data about their use of the Portal and related services and will use this data internally to develop and enhance Calix products and services.

9. Compliance with Laws & Third-Party Terms. When using the Portal, users must comply with all applicable laws and third-party terms of agreement.

10. Support. Users should contact their MDU Service Provider or Payments Provider if they experience any technical issues with the Portal.

11. Acceptable Use. Users will not themselves, or through third parties, use the Portal and related services: (i) to violate the legal rights of others; (ii) for any unlawful, invasive, infringing, defamatory, or fraudulent purpose; (iii) to interfere with the use of the Portal by others; (iv) to alter, disable, interfere with or circumvent any aspect of the Portal; or (v) to test or reverse-engineer the Portal.

12. Intellectual Property Rights & Feedback. Except as expressly stated otherwise, these Terms do not grant users any rights, implied or otherwise, to any content or any intellectual property rights of Calix. At its option, users may provide feedback or suggestions about the Portal and related services, which Calix may use without restriction and without obligation to them or others.

13. Modifications. Calix may make changes to these Terms from time to time. Unless specifically provided otherwise, material changes to these Terms will become effective 30 days after they are posted. If the changes relate to new functionality or are required by applicable law, they will be effective immediately. If users do not agree to the revised Terms, they must stop using the Portal. Continued use of the Portal after any such material change will be considered the user’s consent to the changes. Calix will post any modifications to these Terms to https://www.calix.com/legal.html.

14. Warranty Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PORTAL AND ANY SERVICES PERFORMED IN CONNECTION WITH ITS USE ARE PROVIDED "AS IS" AND WITH ALL FAULTS, AND CALIX HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PORTAL AND ANY SUCH SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS.

15. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL CALIX BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO USE OR INABILITY TO USE THE PORTAL, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CALIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY. In no event will the total liability of Calix to any user for all damages exceed the amount of one hundred dollars ($100.00). These limitations will apply even if the remedy stated above fails of its essential purpose.

16. Termination Rights. If a user violates any of these Terms, Calix may immediately suspend or permanently disable that user’s access to the Portal without notice. Calix also reserves the right to suspend or permanently disable users’ access generally if Calix decides to withdraw or stop supporting the Portal. In any such event, Calix will attempt to provide affected users with reasonable advance notice but will not be obligated to do so.

17. Export Compliance. Users represent that (i) they are not located in a region that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” region; and (ii) they are not listed on any U.S. Government list of prohibited or restricted parties.

18. Governing Law. The laws of the State of California, excluding its conflicts of law rules, govern these Terms and use of the Portal. Use of the Portal may also be subject to other local, state, national, or international laws.