TERMS OF USE

Last updated: August 10, 2022

Scope and Acceptance

These terms, conditions, and notices are an agreement between you and Mobile reCell Inc. (“Mobile reCell”, “we”, “us”, or “our”), governing your access to and use of Mobile reCell websites and software applications (“Terms of Use”). This Terms of Use applies collectively to our website http://mobilerecell.com as well as other websites and software applications that Mobile reCell operates and links to this Terms of Use (collectively, the “Websites”). The Websites are offered to you conditioned on your acceptance without modification of these Terms of Use. Your use of the Websites constitutes your agreement to the Terms of Use.

This is a legally binding agreement between anyone who accesses or uses our Websites (“End User”, “you”, or “your”) and Mobile reCell. Subject to your full and ongoing compliance with these Terms of Use, Mobile reCell hereby grants you the limited and revocable right to access and use those portions of the Websites for which you registered, solely for their intended purposes. If you use or access the Websites on behalf of a business or other entity, you must have authority to bind that business/entity. In such case, the term “you” includes the business/entity and any of its agents or employees that use or access the Websites. By using or accessing the Websites, you represent and warrant that you are of legal age to accept these Terms of Use and form a binding contract with Mobile reCell. If you are accessing or using any part of the Websites on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized (a) to accept these terms on its behalf and (b) to bind such business, organization, or entity to the Terms of Use.

By accessing or using the Websites, you signify that you have read, understand, and agree to be bound by the Terms of Use. If you have not read the, do not understand, or do not agree to be bound by the Terms of Use, or are not able to consent to be bound by the Terms of Use, your choice is to not use the Websites.

Changes to Terms of Use

Mobile reCell provides the Websites to you subject to these Terms of Use, which may be updated by Mobile reCell from time to time. These Terms of Use, or any part thereof, may be modified by us, including the addition or removal of terms at any time, and such modifications, additions, or deletions will be effective immediately upon posting. Your use of the Websites after such posting shall be deemed to constitute acceptance by you of such modifications, additions, or deletions.

We reserve the right, in our sole discretion, to change the Terms of Use from time to time, without prior notice. You are responsible for reviewing the Terms of Use regularly. Your access to any part of the Websites is deemed to be your acceptance of these Terms of Use, and any changes thereto.

Changes to Websites

Mobile reCell may change or discontinue any aspect, or feature of the Websites at any time, including, but not limited to, content, availability, and equipment needed for access or use.

The Terms of Use set forth your rights and obligations as an End User with respect to your access to and use of the Websites and use of any and all information or data of any kind arising from access to, or use of, the Websites, including, without limitation, any text, graphics, images, artwork, sound recordings, audio, video, and software.

Privacy Notice

Please see our Privacy Notice for a detailed description of how we collect, use, and disclose information about you.

Registration

You may be given the opportunity to register via an online registration form or by participating in interactive areas, such as forums, contests, and other community features, to create a user account (“Your Account”) that may allow you to receive information from Mobile reCell and/or to participate in certain features on the Websites. Mobile reCell will use the information you provide in accordance with our Privacy Notice. By registering you represent and warrant that all information that you provide is current, complete, and accurate to the best of your knowledge. You agree to maintain and promptly update your information on the Websites so that it remains current, complete, and accurate. You are responsible for obtaining and maintaining all internet connectivity, computer software, hardware, and other equipment needed for access to and use of the Websites and all charges related to the same.

End-User Data

Mobile reCell expressly acknowledges that you reserve, retain, and own rights, title, and interest, including, without limitation, intellectual property rights arising in any jurisdiction worldwide, in and to the End User Data. “End User Data” means all information or data, electronic or otherwise, provided or submitted by End User, to or for use in connection with the Websites. End-User hereby grants to Mobile reCell a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise make use of and display the End User Data and perform all acts with respect to the End User Data as may be necessary for Mobile reCell to provide the Websites hereunder, and for the provision of Websites beyond the scope of the Websites provided hereunder that require the use of the End User Data, but only to the extent that Mobile reCell and you have entered into a separate agreement expanding the scope of Websites. Nothing contained in this section shall be construed as granting Mobile reCell the right to sell, publicly distribute, publicly display, or publish End User Data.

Feedback

If you send, transmit, or in any way provide any communications or materials to Mobile reCell, by any medium or means now known or hereafter developed, suggesting or recommending changes to the Websites, including, without limitation, new features or functionality relating to the foregoing, or any other comments, questions, or suggestions (the “Feedback”), Mobile reCell shall have the right to use such Feedback without any further obligation to you. You hereby assign to Mobile reCell, all right, title, and interest in, and Mobile reCell shall be free to use without any further action, the Feedback and any and all ideas, concepts, techniques, or other components contained in the Feedback for any purpose.

End-User Conduct Guidelines

The following terms apply to your conduct when accessing or using the Websites: (a) you agree not to interfere with or disrupt the Websites or the servers or networks connected to the Websites, or disobey any requirements, procedures, policies or regulations of networks connected to the Websites; (b) you agree not to reproduce, reverse engineer, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Websites, use of the Websites, or access to the Websites; (c) you agree not to engage in any activity that would constitute a criminal offense or give rise to a civil liability; (d) you agree not to impersonate any person or entity, including, but not limited to, Mobile reCell or any Mobile reCell employee, or falsely state or otherwise misrepresent your affiliation with any person or entity; and (e) you agree not to interfere with any other user’s right to privacy, including by harvesting or collecting personally-identifiable information about users of the Websites or posting private information about a third-party.

You may not send via, store within, or upload to the Websites (a) any Malicious Code, (b) any material that infringes the rights of any third-party, or (c) illegal or obscene material; and (vi) use the Websites in any manner, or for any purpose, that infringes, misappropriates, or otherwise violates any intellectual property rights of any third-parties or otherwise violates applicable law. “Malicious Code” means any and all disabling or damaging devices, algorithms, routines, subroutines, programs, or other similar data including, but not limited to viruses, worms, time bombs, trojan horses, and other harmful or malicious code, files, scripts, agents or programs.

You are responsible for all activities that occur in your account(s). You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all End User Data; (ii) prevent unauthorized access to, or use of, the Websites, and promptly notify Mobile reCell of any such unauthorized access or use; and (iii) comply with all applicable local, state, federal, and foreign laws in using the Websites.

Links to Third-Party Websites

Your access or use the Websites may consist of various webpages operated by Mobile reCell. The Websites are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use and access to the Websites constitutes your agreement to all such terms, conditions, and notices.

Mobile reCell’s Websites may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Mobile reCell and Mobile reCell is not responsible for the contents of any Linked Sites, including without limitation any link contained in Linked Sites, or any changes or updates to Linked Sites. Mobile reCell is not responsible for webcasting or any other form of transmission received from any Linked Site. Mobile reCell is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Mobile reCell of the site or any association with its operators.

For credit card transactions, Mobile reCell uses Stripe (or another online credit card payment processing company). Stripe is an online credit card payment processing website (See Stripe Service Agreement – United States by clicking on this link: https://stripe.com/legal). Note: For transactions initiated by End Users, your credit card may be charged immediately upon submission. Your signature may be required to complete the transaction. Mobile reCell will not have access to any of your credit card information. You are responsible for paying any credit card processing fees associated with your transactions.

Intellectual Property Rights

All text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, software, and computer code (collectively, “Content”), including but not limited to the “look and feel”, layout, design, structure, color scheme, selection, combination, and arrangement of the Content present on the Websites is owned by or licensed to Mobile reCell (Mobile reCell IP). Such Content is protected by copyright, trademark, trade dress, and various other intellectual property and unfair competition laws.

All right, title, and interest in and to (i) any Derivatives (“Derivatives” means customizations, enhancements, interfaces, improvements, integrations, and other modifications of, with, and to Mobile reCell IP), and (ii) all works, inventions and other subject matter incorporating, based on or derived from any Derivatives, in each case by whoever made and including all intellectual property rights therein, are and will remain with Mobile reCell. You have no right or license with respect to any Derivatives, except as expressly otherwise provided for herein. Mobile reCell expressly reserves all other rights in and to the Derivatives.

Except with Mobile reCell’s express prior written permission or as permitted by applicable laws, you may not copy, distribute, reproduce, mirror, frame, publicly display, publicly perform, translate, create derivative-works of, re-publish or transmit the Websites or Content (in whole or in part) in any way or through any medium for distribution, publication or any commercial purpose.

You may display, copy and download Content from the Websites solely for your personal and non-commercial use provided that: (a) you do not remove any copyright or proprietary notice from the Content; (b) such Content will not be copied or posted on any networked computer or published in any medium; and (c) no modifications are made to such Content.

Disclaimer of Warranty; Limitation of Liability

(A) YOU EXPRESSLY AGREE THAT USE OF THE WEBSITES IS AT YOUR SOLE RISK. MOBILE RECELL, ITS OTHER AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS OR LICENSORS DO NOT WARRANT THAT USE OF THE WEBSITES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITES, NOR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, WEBSITES, OR MERCHANDISE PROVIDED THROUGH THE WEBSITES.

(B) THE WEBSITES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF USE.

(C) TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL MOBILE RECELL, OR ITS FUTURE PARENT OR AFFILIATED COMPANIES, BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR WEBSITES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION ARISING OUT OF USE OF THE WEBSITES OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE WEBSITES, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE WEBSITES. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF MOBILE RECELL OR FUTURE PARENT OR AFFILIATED COMPANIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT MOBILE RECELL OR FUTURE PARENT OR AFFILIATED COMPANIES ARE NOT LIABLE FOR ANY ACTUAL OR ALLEGED DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER END USERS OF THE WEBSITES OR ANY OTHER THIRD-PARTIES.

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

(D) Mobile reCell disclaims any and all liability of any kind for any unauthorized access to or use of your personally identifiable information. By accessing the Websites, you acknowledge and agree to Mobile reCell’s disclaimer of any such liability. If you do not agree, you should not access or use the Websites.

Indemnification

You agree to defend, indemnify and hold harmless Mobile reCell, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of the Websites by you. Mobile reCell reserves the right to take over the exclusive defense of any claim for which Mobile reCell is entitled to indemnification under this section. In such event, you shall provide Mobile reCell with such cooperation as is reasonably requested by Mobile reCell.

Termination

Mobile reCell may terminate or suspend these Websites at any time without notice to you. Without limiting the foregoing, Mobile reCell shall have the right to immediately terminate your access to the Websites in the event of any conduct by you which we, in Mobile reCell’s sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms of Use.

Scheduled Maintenance and Unplanned Outages

From time to time, Mobile reCell shall designate certain time periods (“Scheduled Maintenance Window”) during which it may limit or suspend the availability of the Websites to perform necessary software application maintenance or upgrades. In addition, Mobile reCell reserves the right to perform any required maintenance work outside of the Scheduled Maintenance Window without prior notice to you. Mobile reCell may from time to time conduct Maintenance that may result in unplanned outages that shall in no way be deemed to be a breach of any of Mobile reCell’s obligations.

Governing Law

Any and all disputes, claims and controversies arising out of or in connection with your access to, and/or use of the Websites, and/or the provision of content, websites, and/or technology on or through the Websites shall be governed by and construed exclusively in accordance with the laws and decisions of the State of Indiana applicable to contracts made, entered into and performed entirely therein, without giving effect to its conflict of law’s provisions.

Copyright and Trademark Notices

Mobile reCell and Mobile reCell Asset Recovery Simplified are registered trademarks. All contents of the Mobile reCell Websites are copyrighted 2015-2022 by Mobile reCell and/or its suppliers. All rights reserved. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved by Mobile reCell.

General

These Terms of Use and any operating rules for the Websites established by Mobile reCell constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. The provisions of these Terms of Use are for the benefit of Mobile reCell, its affiliates and its third-party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms of Use is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner. The enforceable sections of these Terms of Use will remain binding upon the parties. The section headings used herein are for convenience only and shall not be given any legal import.

Please report any violations of these Terms of Use to Mobile reCell’s Legal Department at [email protected]

These Terms of Use are made effective by Mobile reCell on August 10, 2022.