Please read these services terms of use (the “terms”) carefully. By using the No-Wire Access site or any No-Wire Access services provided by No-Wire Access, you agree to be bound contractually by these terms. If you do not agree with these terms, do not use the No-Wire Access website or the No-Wire Access services. If you have a wireless services agreement with us, these terms are incorporated into that agreement. Your use of any new products and services and/or content that you get from No-Wire Access will be governed by these terms unless specified otherwise by us or in a written agreement between you and No-Wire Access.
Terms & Conditions
No-Wire Access Terms & Conditions
Parties and Definitions.
Parties.
The words “No-Wire Access”, “we”, “us” or “our” mean No-Wire Access, owner and operator of the No-Wire Access website and it’s services. The words “you” or “your” mean the individual person or legal entity that has agreed to a Wireless Services Agreement or, if there is no Wireless Services Agreement, who has chosen to use any No-Wire Access services.
Definitions.
The following defined terms are used in these Terms:
Modification of Terms.
We may modify these Terms, any Wireless Services Agreement, any other terms of use for or policies applicable to use of No-Wire Access Services, any price lists or any Requirements and may change, discontinue, or deprecate any aspect or functionality of the No-Wire Access Services (including APIs or any service as a whole) at any time. If we change, discontinue or deprecate any APIs, we will use commercially reasonable efforts to continue supporting the previous version of any such API for 12 months unless doing so would pose a security or intellectual property issue, would be economically or technically burdensome, or if the change is needed to comply with the law or requests of governmental entities. We will use commercially reasonable efforts to limit the frequency of any changes materially affecting the operation of any No-Wire Access Service. We will post notice of all changes made on the No-Wire Access Site. Except for emergency changes required to protect any No-Wire Access Service or any customers, all changes will take effect thirty (30) days from the date we post notice of the change on the No-Wire Access site. Your continued use of the No-Wire Access Site or any No-Wire Access Services indicates your acceptance of such change. You should check the No-Wire Access Site periodically for any changes
Right to Use Services and Restrictions.
Right to Use Services. So long as you are in compliance with these Terms, your Wireless Services Agreement or any other agreement or terms of use applicable to the No-Wire Access Services you are using and, as applicable, the Acceptable Use Policy and the Community Forum Policy, you are granted the limited, non-exclusive, revocable, non-transferable, non-sublicensable and worldwide right to use the No-Wire Access Site, the No-Wire Access Services and all No-Wire Access Intellectual Property underlying the No-Wire Access Site and the No-Wire Access Services only for your own internal business purposes, which may include services that you provide to End Users using the No-Wire Access Services. We reserve all rights not expressly granted to you in these Terms.
Means of Access.
Suspension or Termination.
We may suspend, reduce or terminate the No-Wire Access Services to you or to particular Devices associated with you or your End Users or suspend access to your Account in certain circumstances if your Devices, Applications or use of the No-Wire Access Site or No-Wire Access Services are causing or could cause disruption or congestion or could damage us, our other customers or Carrier Partners. We may take these steps for reasons such as your failure to comply with the Requirements or otherwise, in cases of suspected fraud, in cases of aberrant Device behavior causing issues on the network, in cases where your use of No-Wire Access Services is resulting in congestion or reduction of availability of resources for other customers, if we reasonably believe your Account has or is at risk of a security breach, or if you or your End Users are in violation of the Acceptable Use Policy, the Community Forum Policy, these Terms or any Wireless Services Agreement or other terms of use applicable to your use of No-Wire Access Services, including payment terms. We will use reasonable efforts to notify you promptly of any suspension or termination and the reason for taking such action, and to restore service
Maintenance.
We or our Carrier Partners may make temporary changes to the No-Wire Access Site or No-Wire Access Services required by an emergency, as well as take actions deemed reasonably necessary to protect or optimize our or their networks or services. Some of these actions may interrupt or prevent legitimate communications and usage, including, for example, use of message filtering/blocking software to prevent SPAM or viruses, limitations on throughput, scheduled maintenance and the like. We will provide as much advance notice as reasonably possible of any planned or emergency maintenance windows by email or by posting on the Web Portal.
Additional Restrictions.
You agree that you will not do any of the following without our prior written consent:
Security.
You agree that you have certain security obligations with respect to accessing No-Wire Access Services and, if applicable, your Account and that we will not be liable for any loss or damage from your failure to comply with these obligations. In particular, you agree that you will:
Data Privacy, Specific Obligations and Compliance with Laws..
Data Privacy.
We use commercially reasonable efforts to provide the No-Wire Access Services and process and store Your Data following industry standard security practices and in compliance with the Privacy Policy as modified from time to time. Each of us will be responsible for complying with any applicable laws or regulations concerning data privacy and security applicable with respect to any data we hold or process. Neither of us will have any liability for any failure of the other party to meet these obligations.
Specific Obligations.
We will not be required to comply with any specific obligations with respect to Your Data, such as Payment Card Industry (PCI) or similar data security standards or any laws concerning “protected health information” (PHI) as defined in 45 CFR 10.103 or any similar law or regulation in any jurisdiction, unless you and No-Wire Access have entered into a Wireless Services Agreement or other agreement under which we have explicitly agreed to such obligations.
Compliance with Laws.
We each agree to comply with all applicable local, state, national and foreign laws, rules, and regulations in connection with our provision, access and/or use of No-Wire Access Services. You are responsible for properly handling and processing notices sent to you (or any of your affiliates or End Users) by any person claiming that Your Data violates such person’s rights, including notices pursuant to the Digital Millennium Copyright Act.
Ownership of Data and Intellectual Property.
Ownership of Data.
You own all of Your Data and have sole responsibility for storing and backing up Your Data. We may use Your Data (other than personally-identifiable data) to operate and enhance the No-Wire Access Services and otherwise as described in the Privacy Policy. We own all other data that we generate or collect by operating the No-Wire Access Services, including, without limitation, service delivery records and signal strength data.
Ownership of Intellectual Property.
We own all of the Intellectual Property rights relating to the No-Wire Access Site, the Documentation and the No-Wire Access Services. You have no right or license in any of our Intellectual Property, whether copyright, patent, trade secret, trademark or otherwise, other than the limited right to use the No-Wire Access Site, Documentation and No-Wire Access Services as stated in these Terms and to use any software embedded on any SIM Cards for its ordinary function. Except for the rights granted to Your Data, we have no interest in or right to use any of Your Data or any other Intellectual Property rights. “No-Wire Access”, the No-Wire Access logo and any other trademarks identified on any No-Wire Access website or No-Wire Access marketing materials as belonging to us can only be used with our written permission. Any other trademarks that we use are the registered and unregistered trademarks of their respective holders.
Ownership of Confidential Information.
We agree that, except as expressly provided above, we each own our own Confidential Information.
Confidentiality.
Duty to Protect and Restriction on Disclosure or Use.
We each agree to use at least a reasonable degree of care to protect any Confidential Information of the other party in our possession and to use that Confidential Information only for purposes related to your use of or our provision of No-Wire Access Services. We agree not to disclose the other party’s Confidential Information without the disclosing party’s consent, other than to our employees or consultants who need to know and who are bound by appropriate confidentiality obligations.
Term of Obligations.
We will each adhere to these obligations of confidentiality for three (3) years after any particular Confidential Information of the other party is disclosed to us.
Exclusions.
These obligations will not apply to any Confidential Information of a disclosing party that was (i) rightfully in a receiving party’s possession before being disclosed by the disclosing party, or that became publicly known after disclosure not due to any action of the receiving party; (ii) that was given to the receiving party by someone reasonably understood to have the right to disclose it; (iii) that was developed independently by the receiving party without access to the Confidential Information; or (iv) that the receiving party is required to disclose by court order or otherwise, provided that the receiving party promptly notifies the disclosing party of the requirement.
Limitation of Liability.
Excluded Damages and Losses.
Neither party will have any liability for any indirect, special, consequential or punitive damages or for any loss of data, profit, business or other economic advantage arising out of a Wireless Services Agreement or your use of any No-Wire Access Services, even if that party was aware of the possibility of such damage or loss.
Liability Cap.
For any non-excluded damages, the liability of one party to the other for any losses in any twelve (12) month period will not exceed the greater of (i) $5,000 or (ii) the total fees that you paid us for the relevant No-Wire Access Services in twelve (12) months prior to the date on which any liability arose.
No Limitation for Certain Breaches.
The foregoing exclusion and liability cap will not apply to any liability arising out of the breach by a party of any of its obligations concerning data privacy or confidentiality or any violation by you, your Service Users or your End Users of the Acceptable Use Policy or Community Forum Policy.
No Liability for Coverage Availability.
You understand that the availability of signal from given carriers in any given area depends on a combination of Device capabilities and facilities, the actions of Carrier Partners and their roaming partners and the availability of roaming service on commercially reasonable terms. We and our Carrier Partners may modify the carriers on whom roaming is permitted, which may result in loss of coverage for certain countries or geographic areas, and may implement algorithms preferring certain carriers, which may affect coverage. No-Wire Access Services may also be limited or interrupted by such factors as buildings, weather, topography, usage by other parties or maintenance activities by us or Carrier Partners. Neither we nor the Carrier Partners will have any liability to you, any End User or other third parties for any such limitation or interruption of No-Wire Access Services.
No Liability for Interception of Application Data.
Neither we nor Carrier Partners can guarantee the privacy or security of any transmission using Wireless Services. The possibility exists that third parties may be able to intercept Application Data without the knowledge or permission of you, No-Wire Access or any Carrier Partner, and that you bear primary responsibility for encrypting Your Data. You agree that we and the Carrier Partners will not be liable to you, any End User or other third party for interception or unauthorized use of any Application Data.
This Limitation is Fundamental to the Economic Relationship.
The foregoing limitation of liability of each party is essential to our economic relationship, and the prices and other terms on which No-Wire Access Services would be available would be different without it.
Obligations to Third Parties.
Obligations Applicable to Service Users and End Users.
You will be responsible for ensuring that your Service Users and End Users comply with these Terms, any other terms of use applicable to the No-Wire Access Services, the Requirements, the Acceptable Use Policy and the Community Forum Policy.
No Obligations of No-Wire Access to End Users.
You agree that we have no contractual relationship with or any obligations to your End Users for operation of any services you provide that rely on or incorporate any No-Wire Access Service or for the privacy of any data of your End Users. You will have the sole responsibility to provide first line support to your End Users and for liability arising out of any use or failure of the services that you provide, even if this failure is due to a failure of the No-Wire Access Services. You will not make any promises or representations to any End Users inconsistent with these Terms, any Wireless Services Agreement or any other terms of use applicable to the No-Wire Access Services you use.
No Liability of Carrier Partners.
You agree that the Carrier Partners have no contractual relationship with or any obligations to you or any of your End Users, and that you and your End Users will have no claim under any legal theory against any Carrier Partner for any use of or failure of the No-Wire Access Services or any damage, including death or personal injury, arising out of such use or failure. In addition, you understand that the geographic areas in which coverage is available may change as described in Section 7.d, and that Carrier Partners will have no liability to you or any End Users for any such change. We will provide our customers with as much notice as possible by posting notice at the No-Wire Access Site of any change that is reasonably expected to materially reduce the availability of or materially increase the cost of No-Wire Access Services in any region.
Support and Disclaimer of Warranties.
Unless otherwise provided in any Wireless Services Agreement or other terms of use or agreement with No-Wire Access, the No-Wire Access Services are provided “as is”, and No-Wire Access disclaims all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement or quiet enjoyment as well as any warranties arising out of course of dealing or usage of trade.
Governing Law, Jurisdiction and Venue; Injunctive Relief.
Unless a Wireless Services Agreement specifies otherwise, these Terms and your use of the No-Wire Access Services will be governed by the internal laws of the State of California, U.S.A. without regard to its conflicts of laws or choice of law rules. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. The state and federal courts in Los Angeles County, California, USA will be the exclusive jurisdiction and venue for all legal proceedings under these Terms, except that either of us may seek injunctive relief in any court of competent jurisdiction to prevent or limit any damage that could be irreparable, including damage arising out of a breach of confidentiality or data privacy obligations or a violation of the Acceptable Use Policy.
English Language.
All communications and notices between us must be in the English language. Any translation of the Wireless Services Agreement, these Terms, any other policies, terms of use, or other Documentation into a language other than English is made for your convenience, and in the event of any conflict between a translation and our original English language version, the English language version will control.
Notices.
Notices to you may be given as specifically allowed in these Terms. Any other notice to you will be sent to the email address associated with your Account or by regular mail to the physical address associated with your Account. Any notice to us must be sent to No-Wire Access, to our mailing address as specified on our contact us page..
Dispute Resolution.
Except for any injunctive relief one of us may seek as permitted above, we agree that, in the event of a dispute relating to the breach, enforcement or interpretation of these Terms, the Wireless Services Agreement or other terms of use applicable to any No-Wire Access Services you use, an officer of No-Wire Access and you or, if you are an entity, one or your responsible representatives will first work in good faith to negotiate and resolve such dispute. If we are not able to resolve the dispute within twenty (20) business days, then we agree to submit the dispute to binding arbitration as follows. The proceeding will take place in Los Angeles, California before three arbitrators and will be administered by JAMS, Inc. pursuant to its Comprehensive Arbitration Rules and Procedures. Within ten (10) business days after JAMS issues notice of the commencement of arbitration, each of us will select, from an approved list, one person to act as arbitrator, and the two so selected will select a third arbitrator within an additional ten (10) business days of the commencement of the arbitration. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator within the allotted time, the third arbitrator will be appointed by JAMS in accordance with its rules. We will maintain the confidential nature of the arbitration process, including any resulting award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a judicial challenge to an award or its enforcement or unless otherwise required by law or judicial decision. The arbitrators will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.
Justifiable Excuse.
We will not be liable to you or any End User for any delay or failure to perform any obligation on account of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, strikes, fires, riots, wars, embargoes, internet disruptions, hacker attacks or communications failures, provided that we use commercially reasonable efforts to minimize the impact of the force majeure event.
Relationship of the Parties.
The relationship between you and us is that of independent contractors, and neither your use of the No-Wire Access Services nor these Terms, any Wireless Services Agreement or other terms of use is intended, or will be construed, to create a partnership, joint venture, or employer-employee relationship or give either party the right to bind the other.
U.S. Government Rights.
The No-Wire Access Services are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to private parties. If you are using any No-Wire Access Services on behalf of the U.S. Government and these Terms or the terms of any Wireless Services Agreement or other terms of use fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of such No-Wire Access Services. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.
Export and Sanctions Laws.
You agree not to export any products, services or technical data received from us to any country for which an export license or governmental approval is necessary without first obtaining the license or approval. You represent to us that that you are not located in, organized under the laws of, or controlled by a person or entity located in any country subject to a U.S. or E.U. trade embargo, you do not violate any applicable sanction or embargo laws and regulations, including trade and economic sanctions maintained by the United State Treasury Department’s Office of Foreign Assets Control, you are not listed on, or owned or controlled by any entity or person on, the U.S. Department of Treasury list of Specially Designated Nationals or any similar list in place in any jurisdiction where you conduct business (collectively, “Restricted Persons”), and you will not provide services using the No-Wire Access Services to Restricted Persons.
Entire Agreement.
These Terms, together with the Acceptable Use Policy, the Privacy Policy, the Community Forum Policy and, if applicable, the Wireless Services Agreement and other terms of use applicable to the No-Wire Access Services that you use, are the entire agreement between us regarding their subject matter and supersede any prior or contemporaneous understandings or oral or written agreements. None of the foregoing may be modified or amended, including by any purchase order, invoice or other document submitted by you or us, except (a) as provided above for changes by us, and (b) by a written document signed by both of us. If there is any conflict between these Terms on the one hand and a Wireless Services Agreement or the terms of use applicable to a specific No-Wire Access Service, then the Wireless Services Agreement or terms of use applicable to that specific No-Wire Access Service will govern.
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