535 West Market St. S-Group, Inc.

Wi-Fi Terms and Conditions of Use

Please read the following information carefully before using this service. You may not use the service without accepting these Terms and Conditions.

Welcome to the wireless high-speed Internet access system ("Wi-Fi System") at 535 West Market St. S-Group, Inc. ("WENDY’S"). These "Terms and Conditions of Use", govern your rights and responsibilities and our rights and responsibilities relating to the use of the Wi-Fi System at WENDY’S.

Acceptance of Terms and Conditions of Use

BY CLICKING ON "I Agree to Terms" ON THE WI-FI SYSTEM SIGN-UP PAGE, YOU REPRESENT that:

1. YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS OF THIS AGREEMENT; AND

2. YOU ARE AT LEAST 18 YEARS OF AGE.

If you do not agree to the terms of this Agreement, you may not use the Wi-Fi System. Your electronic acceptance of the Agreement by clicking on "I Agree to Terms" on the sign-up page has the same effect as if you had actually signed the Agreement. The effective date of this Agreement is the date that you click on "I Agree to Terms".

Description of Wi-Fi System/Service Availability

WENDY’S will provide access to the Wi-Fi System at locations ("Enabled Locations") that have been equipped with wireless access points. Access points or Enabled Locations may not be available in all areas of WENDY’S, and may not always be operational.

No charge for Wi-Fi System

The Wi-Fi system at WENDY’S is provided "free of charge" as a value added service to customers of WENDY’S.

Access to Internet

WENDY’S DOES, when identifiable, restrict access to certain content placed on or accessible through the Internet; but makes no warranty that such content will definitively be restricted. WENDY’S also does, when identifiable, screen or restrict certain communications between parties via the Internet; but makes no warranty that such communications will definitively be screened or restricted. You acknowledge that if you access the Internet you may receive or be exposed to content, goods or services which you consider to be improper, inaccurate, misleading, defamatory, obscene or otherwise offensive. You agree that WENDY’S is not liable for any action or inaction with respect to any such content on the Internet accessible through the Wi-Fi System. You will, however, comply with the Acceptable Use Policy described below.

Your Responsibilities

You must (1) provide all equipment (including computer hardware and software, personal digital assistants, wireless network cards, etc.) to connect to the Wi-Fi System, (2) comply with state and federal laws and regulations, including but not limited to copyright and intellectual property rights laws. You agree to be responsible for and to bear all risk and consequences for (a) the accuracy, completeness, reliability and/or usefulness of any content available through the Wi-Fi System and (b) all communications that you send or receive via the Wi-Fi System. WENDY’S does not undertake to ensure the security of any data you send through the Wi-Fi System and it is your responsibility to secure such data.

Acceptable Use Policy

All users of the Wi-Fi System must comply with this Acceptable Use Policy (AUP). This AUP is intended to prevent unacceptable uses of the internet. WENDY’S does not actively monitor the use of the Wi-Fi System under normal circumstances. Similarly we do not exercise editorial control or review the content of any Web site, electronic mail transmission, newsgroup or other material created or accessible over or through the Wi-Fi System. However, we may remove, block, filter or restrict by any other means any materials that, in our sole discretion, may be illegal, may subject WENDY’S to liability or may violate this AUP. WENDY’S may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Violation of this AUP may result in the suspension or termination of your access to the Wi-Fi System without notice to you.

The following constitute examples of violations of this AUP.

You agree to not use the Wi-Fi System to:

(1) Transmit any material (by uploading, posting, email or otherwise) that is unlawful, threatening, abusive, harassing, tortious, defamatory, obscene, libelous, invasive of another's privacy, hateful or racially, ethnically or otherwise objectionable;

(2) Harm, or attempt to harm, minors in any way;

(3) Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Wi-Fi System;

(4) Transmit any material (by uploading, posting, email or otherwise) that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);

(5) Transmit any material (by uploading, posting, email or otherwise) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(6) Transmit (by uploading, posting, email or otherwise) any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes" or any other form of solicitation;

(7) Transmit any material (by uploading, posting, email or otherwise) that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(8) Interfere with or disrupt the Wi-Fi System or servers or networks connected to the Wi-Fi System, or disobey any requirements, procedures, policies or regulations of networks connected to the Wi-Fi System;

(9) Intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law;

(10) "Stalk" or otherwise harass another; or collect or store, or attempt to collect or store, personal data about third parties without their knowledge or consent;

(11) Resell the Wi-Fi System without WENDY’S's authorization;

(12) Use the Wi-Fi System for high volume data transfers, especially sustained high volume data transfers, hosting a web server, IRC server, or any other server.

You understand and agree that WENDY’S may disclose your communications and activities using the Wi-Fi System in response to lawful requests by governmental authorities, including Patriot Act requests, and judicial orders.

Termination

You agree that WENDY’S may terminate this Agreement and cancel your access to the Wi-Fi System at any time, without notice and for any reason including, but not limited to, violation of any of the terms and conditions of this Agreement, security or safety reasons, and/or using the Wi-Fi System to perform any illegal activity. You further agree that in the event of termination for any reason, WENDY’S will have no liability to you.

Modifications

WENDY’S may, at its sole discretion, modify the terms and conditions of this Agreement, including the AUP, at any time. Such modifications shall be binding and effective upon posting on the Wi-Fi System ‘Internet Access Signup’ page. You agree to periodically review the ‘Internet Access Signup’ page to maintain awareness of any modifications. By continuing to use the Wi-Fi System after such postings, you accept and agree to any and all such modifications.

Indemnification

You shall defend, indemnify and hold WENDY’S and its corporate affiliates and their respective officers, directors, stockholders, employees, contractors, agents, successors and assigns harmless from and against, and shall promptly reimburse them for, any and all losses, claims, damages, settlements, costs, and liabilities of any nature whatsoever (including reasonable attorneys' fees) to which any of them may become subject arising out of, based upon, as a result of, or in any way connected with, your use of the Wi-Fi System or any breach of this Agreement.

No Warranty

THE WI-FI SYSTEM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND. WENDY’S DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WENDY’S MAKES NO EXPRESS WARRANTIES AND CUSTOMER WAIVES ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH WENDY’S OR THE INTERNET GENERALLY. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT THERE ARE, AND ASSUMES ALL RESPONSIBILITY RELATED TO, THE SECURITY, PRIVACY AND CONFIDENTIALITY RISKS INHERENT IN WIRELESS COMMUNICATIONS AND TECHNOLOGY AND WENDY’S DOES NOT MAKE ANY ASSURANCES OR WARRANTIES RELATING TO SUCH RISKS. NO ADVICE OR INFORMATION GIVEN BY WENDY’S OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY.

Limitation of Liability

WENDY’S, ITS EMPLOYEES, AGENTS, VENDORS, AND LICENSORS ARE NOT LIABLE FOR ANY COSTS OR DAMAGES ARISING, EITHER DIRECTLY OR INDIRECTLY, FROM YOUR USE OF THE WI-FI SYSTEM OR THE INTERNET, SPECIFICALLY INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, MULTIPLE, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES.

Legal

Any litigation or lawsuit arising out of this agreement, or any breach of this agreement, shall be venued in the Common Pleas Court of Erie County, Ohio. You consent to the jurisdiction of the courts of Ohio. Ohio law shall exclusively apply to the interpretation and enforcement of this Agreement.