DEALER TERMS AND CONDITIONS OF SERVICE
Get Tech Plus , LLC
The Services described below are subject to the terms and conditions of the Service contained herein. Please read and understand these terms and conditions of Service very carefully. By accepting the terms and conditions contained herein, they become a legally binding agreement (the “Agreement “) between you ( “You ” or “Your “) and Get Tech Plus, Llc an Ohio limited liability company d/b/a “GTP” and Page Plus Communications, Llc “PPC”
1. License. In consideration for Your acceptance of the terms and conditions contained herein, GTP hereby grants You a terminable, nonexclusive, nontransferable license to access and use the System solely for the purposes of receiving the Services described in this Agreement and for no other purpose. For purposes of this Agreement, the “System ” shall mean the GTP l Website to which You are being given access (the “Website “), and all materials, information, documents, and software related to the Website and located on the Website owned by GTP and access to which is being provided to You herein and all media containing such materials, whether hard copy, downloadable, online documents, software or otherwise. Except and unless otherwise provided by written agreement between You and GTP, GTP shall retain ownership of all rights in the System and any information downloaded from the System.
2. Services. This Website allows You to receive the following services (the “Services “):
(a) Activate new service;
(b) Look up account number status;
(c) Manage GTP dealer portal access for affiliated stores and employees only;
(d) Obtain access to GTP training and promotional materials; and
(f) Order collateral and marketing materials.
3. Restrictions on Use of the System.
3.1 Except as otherwise provided in this Agreement, You shall not:
(a) Copy or distribute any portion of the System;
(b) Rent, loan, license or sublicense any portion of the System;
(c) Modify, translate, distribute or prepare any derivative works based on any portion of the System;
(d) Grant access or permit the use of any portion of the System to any other party unless specifically authorized by GTP in writing;
(e) Access customer call records or any other personal Confidential Information not specifically authorized by GTP in writing;
(f) Reverse engineer, decompile or disassemble any portion of the System;
(g) Remove any proprietary notices, labels, or marks from any portion of the System;
(h) Use the System in connection with the cellular services, handsets or equipment or of any third party, including any Wireless;
(i) Fail to comply with Your obligations under any agreement with GTP or any affiliate of GTP;
(j) Use the System to sell a PIN or a GTP card for less or more than its face value;
(k) Use the System in violation of any law, rule or regulation or in violation of any terms or conditions contained herein;
(l) Use the System in connection with any equipment unauthorized or certified by GTP; or
(m) Assist anyone or participate in any fraudulent usage of GTP’s products or service or prepaid air time.
3.2 Terminated Employees. You agree to take all reasonable commercial actions to take possession of all documentation with respect to the System, whether in hard copy form or as downloaded electronic documents, from each employee or agent whose employment or agency with you has been terminated, for any reason. You further agree to take reasonable commercial steps and actions to eliminate access to the System by any user whose employment, for any reason, was terminated.
3.3 Operation of Store.
3.3.1 Physical or Online Store. You are required to operate a physical or an online retail store in order to access the Services on the Website. You may be required to provide proof of operation of such a physical or online retail store and may be required to provide a federal tax ID number and the operation of Your store must not be in violation of GTP’s terms and conditions of service. With regard to online stores, as a general guideline, You must have at least 70% of the graphics, content, of Your Website representing You, and up to 30% representing the GTP brand. For instance, Your logo on Your Website should be at least twice the size of a GTP logo on the site. The site MUST clearly convey ownership by You and clearly indicate that You are the authorized party operating the site and not be ambiguous or have the appearance, intentionally or unintentionally, that it is owned, run or controlled by, or associated with GTP in any manner other than as a virtual store operated by You. GTP has the sole discretion to determine whether Your Website is in compliance with the above.
3.3.2 Dealer Code. Every location (physical or virtual) operated by You is required to have its own unique code and associated address/contact information. In addition, You are responsible for notifying GTP of changes in their address/contact information.
3.4 Representation. In dealing with customers of GTP, You also must represent GTP in a professional and ethical manner at all times. Failure to do so may result in suspension or termination of the Your account. Appropriate and professional conduct is expected of You, both when dealing with customers and the general public and when dealing with GTP. Verbal abuse of a GTP Customer Service Representative will not be tolerated. All reports of inappropriate, unprofessional, illegal, or unethical conduct by You or any of Your agents or employees will be investigated and appropriate action will be taken.
4. Suspension; Fraudulent Activity. In the event that GTP possesses a reasonable basis that the System, or any of GTP’s systems and databases or the intellectual property rights or Confidential Information of GTP or any third party used by GTP, are being compromised or endangered due to theft, virus, worm or other similar damaging occurrence or that the System, in GTP’s sole discretion, is being misused or abused by You, then GTP shall suspend Your access to the System until GTP and You have taken reasonable measures satisfactory to GTP to cease and prevent any further damage, misuse or abuse of the System. Furthermore, if GTP provides You with notice of the occurrence of a fraudulent usage or if you should have known of a breach based on fraudulent activity, then You must use all of Your best efforts to stop such activity immediately. You are solely responsible for all risks, expenses, or liabilities arising from or relating to any misuse or abuse of the System or from any fraudulent activity, including, but not limited to, any cloning of PINs, credit card fraud, PIN theft, or any other fraud or misuse of the PINs, the Handsets or the System.
5. Marks. GTP places a very high value on its brand identity and awareness in the marketplace, which it has worked very hard to achieve, and on its marks, licensed name, trademarks, service marks, including, but not limited to, the Get Tech PLUS and trademarks (the “Marks”). GTP continuously expends a great number of resources to vigorously defend and protect its Marks. The GTP Marks and all other assets used by GTP to refer to its name and brand are the exclusive property of GTP and may not be used by any other person or entity without the express written permission of GTP l. This includes any and all uses, including but not limited to advertising, Websites, and printed promotional material. You may not use any of the Marks, including the use of the Marks in any advertising, sales promotion, press releases, or other publicity matters, without GTP’s prior written consent.
6.1 Equipment Warranty. Any handset supplied and branded by GTP (Get Tech Plus ) is considered to be an Approved Equipment. Any implied or branded by GTP is a non-approved handset (hereafter “Non-Approved Equipment “). GTP offers the end user a limited warranty of one-hundred twenty (120) days on GTP Approved Handsets only. The warranty starts from the date of purchase and does not cover any defects resulting from physical or water damage. GTP may offer a longer warranty period on certain products or as part of a particular promotion. There are no warranties for any Non-Approved Equipment.
6.2 Equipment Activation. All authorized dealers must take all necessary steps to ensure that the activation process has been completed successfully and that the handset is fully functional and ready for use. The process is described as:
6.2.1 Use “New Activations” option to activate new Equipment.
6.3 Non-Approved Equipment Support. Any handset supplied and branded by GTP (Get Tech Plus) is considered to be an Approved Equipment. Any handset not supplied or branded by OP n-approved handset (hereafter “Non-Approved Handset “). All Non-Approved Handset activations processed through the dealer portal will be executed on an “AS IS” basis without any guarantees.
6.3.2 With regard to Non-Approved Equipment, GTP cannot be held liable or responsible for any extraneous charges incurred, including but not limited to roaming charges or toll charges caused by the usage of non-GTP software.
6.3.3 With regard to Non-Approved Equipment, GTP l expressly disclaims all warranties, representations, and conditions of any kind, whether express or implied, including but not limited to the implied warranties, representations, and conditions of merchantability, fitness for a particular purpose, and non-infringement.
7 Disclaimer and Limitation of Liability. Except as expressly set forth elsewhere in this Agreement, You expressly acknowledge and agree that use of the System, is at Your sole risk. The System and any related documentation or materials are provided “AS IS” and without warranty of any kind. GTP list is not responsible for errors in programming Handsets or their activations, or for any liability claims or charges, damages or expenses arising from the use of any non-approved Handsets. Plan cards/PINs are sold on a non-refundable, non-transferable basis. GTP EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GTP DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SYSTEM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL PPC BE LIABLE FOR ANY LOST PROFIT, OR SPECIAL, CONSEQUENTIAL, OR INTEREST DAMAGES. YOU ASSUME ALL RISKS AND LIABILITY FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING OUT OF YOUR USE OF THE SERVICES. In no event shall GTP l be liable for any monetary relief, or for injunctive or other equitable relief by reason of the intermediate and temporary storage of material on GTP’s system or network. Regardless of whether GTP may be liable for any material stored or transmitted on its systems, GTP reserves the right, in its discretion, to remove or disable access to material claimed to be the subject of illegal activity that in GTP’s judgment is illegal, obscene or otherwise contains harmful or malicious information or software. GTP shall have no liability for disabling or removing in good faith any such material regardless of whether the material is ultimately decided to be infringing, harmful, obscene, or illegal.
8 Interruption of Services. You acknowledge and agree that the level of Services provided by GTP may be interrupted for reasons caused or associated with (a) circumstances beyond GTP ‘s reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software (including, without limitation, ecommerce software, payment gateways, chat, statistics or free scripts) or inability to obtain raw materials, supplies or power used in or equipment needed for provision of this Agreement; (b) failure of access circuits to the GTP Network, unless such failure is caused solely by GTP ; (c) scheduled maintenance and emergency maintenance and upgrades; (d) Domain Name Server ( “DNS “) issues outside the direct control of Ppc; (e) issues with FTP, POP, or SMTP access; (f) outages or errors of any GTP measurement system; (g) Your acts or omissions (or acts or omissions of others engaged or authorized by GTP ), including, without limitation, custom scripting or coding (e.g., CGI, Perl, HTML, ASP, etc.), any negligence, willful misconduct, or use of the Services in breach of this Service Agreement; (h) e-mail or webmail delivery and transmission; (i) DNS Propagation; and (j) outages elsewhere on the Internet that hinder access to Your account. GTP l is not responsible for browser or DNS caching that may make the site appear inaccessible when others can still access it. You acknowledge that GTP is not liable to You if changes to the System render obsolete any of Your equipment, service or software applications or any equipment or software provided by GTP.
9 Confidentiality. You acknowledge that, in the course of providing Services under this Agreement, You will have access to, among other things, confidential information of GTP.
9.2 “Confidential Information ” shall mean confidential and proprietary business documents and information, whether in tangible, intangible, or electronic form, including, but not be limited to:
22.214.171.124 of a technical nature, such as methods, know-how, formations, designs, specifications, prototypes, compositions, processes, mathematical applications, discoveries, machines, inventions, computer systems, software and the computer programs, and similar items;
126.96.36.199 of a business nature, such as information respecting finances, costs, purchasing, profits, markets, sales, assets, Yours, clients, vendors, brokers, agents, employees, litigation, contracts, agreements, relationships, and condition of property and equipment; and,
188.8.131.52 pertaining to future developments, such as research and development or future marketing, manufacturing, merchandising or financial plans or programs.
9.3 You shall not use Confidential Information received from GTP l for any purpose other than for purposes outlined in this Agreement and shall hold the Confidential Information received in confidence with at least the same degree of care You use to protect Your own confidential information of similar sensitivity and importance, and in any event not less than a reasonable degree of care. You shall limit access to the Confidential Information to a “need to know ” basis and shall limit access to those persons who are directly participating in work involving GTP l and who, in addition, require such Confidential Information for the performance of their duties. You shall not copy or reproduce, in whole or in part, any Confidential Information except as is necessary to fulfill the purposes of this Agreement.
9.4 You agree to return the Confidential Information to GTP promptly upon request, including all written documents which GTP has made available or otherwise furnished to You and all copies which may have been made of such documents. Upon the request of GTP for a return of the Confidential Information from You, You will also destroy any written documents, memoranda or work papers of GTP which contain the Confidential Information or any part thereof, and will cause the Confidential Information, or any part thereof, to be removed from any computer or other electronic storage media.
9.5 Title to and ownership of all Confidential Information shall remain the exclusive property of GTP and nothing in this Agreement, or any course of conduct between the parties shall be deemed to grant to You any rights in or to the Confidential Information or any part thereof, other than as expressly granted herein. You shall not remove any proprietary, copyright, trade secret, or other proprietary rights legends from any form of received Confidential Information.
9.6 You acknowledge that the Confidential Information received from GTP has great value to GTP, is unique, and that GTP may not be fully compensated by monetary damages for a breach of this Agreement by You. Accordingly, You agree that, in addition to all other rights and remedies available to Ppc at law or in equity, GTP shall be entitled to injunctive relief in any court of competent jurisdiction to enjoin a breach of this Agreement by You, without proof of actual damages therefrom and without the posting of a bond or other surety therefor.
10 Indemnification by You. You shall defend, hold harmless and indemnify GTP, its members, officers, agents, and employees, against any and all claims, liabilities, damages, or judgments asserted against, imposed upon, or incurred by Ppc, its members, officers, agents or employees that arise out of Your use the System’s data, information, or systems provided by You to GTP for use in the discharge of GTP’s responsibilities under this Agreement. The indemnification granted under this Section 8 includes, without limitation, indemnification with respect to (a) any claim by Your personnel for any compensation or benefits; or (b) any negligent act or omission of You or Your employees, agents, officers, independent contractors, and personnel; or (c) Your breach of any representation or warranty made in this Agreement or infringement of a patent, copyright, trade secret, trademark or other intellectual property relating to any information provided by You to GTP.
11 Term and Termination.
11.2 Term. The term of this Agreement shall commence on the date these terms are accepted and shall continue as long as You are authorized by GTP or any of its distributors to resell Get Tech Plus Products (the “Term “) and have access to the System.
11.3 Termination GTP for Cause. may terminate this Agreement during the Term if You materially breach any term or condition of this Agreement.
11.4 Effect of Termination. Upon termination of this Agreement, You shall:
11.4.1 not retain any rights in or to the System;
11.4.2 remove integration of any portion of the System that resides on Your internal systems; and
11.4.3 immediately return to Ppc any Confidential Information.
12 Survival. The following provisions shall survive the termination or expiration of this Agreement: Sections 3, 5, 6, 7, 8, 9 and 10.
13 Assignment. You may not transfer this Agreement or any rights granted hereunder without the prior written consent of GTP.
14 Entire Agreement. This Agreement contains the entire understanding of the parties and may be amended only by writing signed by the parties. This Agreement shall supersede any prior agreements between the parties with regard to the same subject matter. This Agreement may be changed at any time by GTP upon providing You with the advance wrote notice of such change. Your continued use of the Website and the Services constitutes Your acceptance of any changes to the Terms and Conditions contained herein. You are solely responsible for making sure that You have read and reviewed and agreed to the terms and conditions contained herein.
15 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Ohio applicable to contacts made and performed in Ohio. You consent to the exclusive jurisdiction of the courts of Lucas County, Ohio for the resolution of any dispute.
16 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but together shall constitute one and the same instrument.
17 Notice. All notices, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered in person, via e-mail or facsimile transmission, or by United States mail, certified or registered, postage prepaid, return receipt requested, or otherwise actually delivered to the appropriate party at the address of each party listed on the face hereof or in the Attachment.
18 Independent Contractor. You are an independent contractor. This Agreement shall not be construed to create or result in a partnership, joint venture or employment/employee relationship between You and Ppc hereto, or to make either party the agent of the other party.
19 Third Parties. Except as expressly provided herein, nothing expressed or implied is intended or shall be construed to confer upon or give to any person or entity other than the parties hereto and their successors and permitted assigns, any rights, benefits or remedies of any kind or character whatsoever under this Agreement.