T-Mobile Online Ordering Terms Agreement

ONLINE ORDERING TERMS AGREEMENT

T-Mobile USA, inc.

This Online Ordering Terms Agreement (the "Agreement") for the T-Mobile software, interface, and databases is a legal agreement between you ("You" or "Your"), and T-Mobile USA, Inc. ("T-Mobile"), for the use of the Indirect Dealer Online Ordering Software System ("System"). System includes, among other things, software developed by T-Mobile, material licensed to T-Mobile by third parties, and associated documentation. T-Mobile will not and does not license the System to You unless You agree to the terms of this Agreement.

In consideration of the promises and covenants described below, and other good and valuable consideration, You agree as follows:

1. License Grant. Subject to the terms and conditions hereof, T-Mobile grants You a personal, nonexclusive, nontransferable, limited license to the System for the purpose of ordering Equipment as defined in the T-Mobile Dealer Agreement (the "Deliverables") directly from T-Mobile.

2. Limitations and Restrictions. Except as specifically provided herein, You may not, in whole or in part: (a) copy the System, (b) distribute copies of the System, in whole or in part, to any third party; (c) modify, adapt, translate, reverse engineer, make alterations, decompile, disassemble or make derivative works based on the System, except as otherwise permitted by law; (d) use, rent, loan, sub-license, lease, distribute or attempt to grant other rights to the System to third parties; or (e) use the System to act as a service bureau or application service provider, or to permit remote access to the System by any kind to any third party. Nothing in this Agreement shall give You the right or license to use any trademarks used in connection with the System including without limitation "T-Mobile" and/or any marks of T-Mobile's providers and suppliers.

3. Dealer Agreement. In order to obtain the limited license to the System described herein this Agreement, you acknowledge that you have been approved by T-Mobile as a T-Mobile authorized dealer and have entered into a T-Mobile Dealer Agreement with T-Mobile (the "Dealer Agreement"). Unless otherwise stated herein, the respective rights and obligations of You and T-Mobile shall be governed by the terms of the Dealer Agreement.

4. Term. In the event that You obtain a license to the System, the term of this Agreement shall be one year from the date you first sign-on to the System. Upon the mutual consent of both parties, this Agreement may be renewed for subsequent one year terms. This Agreement shall govern all subsequent renewal terms.

5. Payment for Deliverables. Unless otherwise provided in the Dealer Agreement, payment of the purchase price for the Deliverables shall be made pursuant to the terms set forth on each invoice for such Deliverables, and You agree to pay all charges according to the payment terms established in said invoice. You agree to pay a late charge in the amount of 1.5% per month, or the highest rate permitted by law, whichever is less, on any payment past due, pursuant to the terms set forth on each invoice, from the respective due date until paid in full. To the extent there is any inconsistency between any invoice and the Dealer Agreement, the Dealer Agreement shall control. Your failure to make any payment under any invoice when due shall constitute a default hereunder and under the Dealer Agreement. Upon default in the payment of any invoice or upon the default in the performance of any other obligation under the Dealer Agreement, the entire outstanding balance due on all outstanding invoices shall immediately become due and payable to T-Mobile in full. You shall pay to T-Mobile all costs of enforcement and collection incurred by T-Mobile as a result of Your failure to pay any amount when due, including, without limitation, reasonable attorneys' fees, legal expenses and court costs, regardless of whether any proceeding or action is brought by T-Mobile, including all such costs and expenses incurred in connection with any bankruptcy, receivership, or other court proceedings.

6. Credit History. You authorize T-Mobile to check Your credit and financial history and agree to provide T-Mobile with any such information necessary to complete such investigation. You authorize T-Mobile to contact any references given and inquire about Your credit, financial and criminal history. You warrant that the information submitted by You to T-Mobile for the purposes of this credit investigation is accurate and truthful. You understand that T-Mobile will rely on all such information as being true and correct and that such information will be determinative in T-Mobile's decision to grant the limited license described herein this Agreement and any credit line for the purchase of deliverables to You.

7. Site Security. T-Mobile shall use commercially reasonable efforts to ensure that the System has security measures in place that protect against the loss, misuse and alteration of your credit and financial information under our control. Our secure server software is the industry standard and among the best software available to secure e-commerce transactions. T-Mobile encrypts all of your credit and financial information as it travels over the Internet. T-Mobile shall restrict access to your credit and financial information to those T-Mobile employees and agents that need to use such information. Please note that T-Mobile may share or transfer your credit or financial information to those service providers necessary to support and process your transactions, including without limitation, credit card processing companies and credit clearinghouses.

8. Return of Deliverables. Unless otherwise provided in the Dealer Agreement, credit or replacement will be made by T-Mobile for Deliverables that are defective in manufacturing, labeling or packaging. To the extent there is any inconsistency between the terms provided herein and the Dealer Agreement, the Dealer Agreement shall control. A Deliverable with manufacturing defects may only be returned to T-Mobile if it is still under the manufacturer's warranty and such return is made within 14 days of the activation of the subscriber, or 90 days from the original invoice date of shipment to You, whichever is sooner. All costs associated with returning a Deliverable to T-Mobile shall be paid by You. Proof of purchase date must accompany all goods returned for credit. Errors or discrepancies in shipment must be reported by You to T-Mobile within 5 days after receipt by You of the Deliverables. You hereby waive any right to dispute such errors or discrepancies if not reported to T-Mobile within such 5 day period. You also must receive written authorization from T-Mobile in order to return the Deliverables without charge. Credit or replacement will be made by T-Mobile for Deliverables returned to You by a subscriber within 14 days of a subscriber activating the phone (but in no event after 30 days of sale to the customer) and then returned by You to T-Mobile. All such non-defective customer returns must be returned to T-Mobile within 90 days from the original invoice date of shipment to You. Returned Deliverables must be in original packaging and in re-sellable "as new" condition. A copy of the customer Wireless Service Agreement must accompany the returned Deliverables. Any returns by You that do not comply with this section will be refused by T-Mobile and returned to the You at Your sole expense. In no case will credit be given to You for the following:

(i) Packaging bearing label or marking not affixed by T-Mobile;

(ii) Damage by improper storage, handling or usage; or

(iii) Damage by shipping company. T-Mobile will assist You in obtaining the required documents to file shipping claims.

You must obtain a written Return Authorization ("RA") number from T-Mobile in order to return any Deliverables. Returns will be accepted or rejected in T-Mobile's sole discretion. You may obtain an RA by faxing a fully completed return authorization request form to T-Mobile's National Order Management Desk. After T-Mobile's receipt of any Deliverables, T-Mobile will notify You of any discrepancies between the items stated on Your packing slip and actual Deliverables received. In the case of Deliverables returned to T-Mobile with accessories or components missing, the Deliverables will be returned to You at Your expense and credit will not be issued. Unless otherwise reported to You, credit shall be issued by T-Mobile to You in the amount of T-Mobile's then current Deliverables Price List price, or T-Mobile shall ship replacement Deliverables within 20 business days of the date of receipt of Your returns to T-Mobile. A single credit memo shall be issued by T-Mobile for each return shipment, irrespective of the Deliverables returned. T-Mobile will not break a single return shipment into multiple credit memos. WHEN MANUFACTURER-AUTHORIZED WARRANTY SERVICE CENTERS ARE INVOLVED, YOU SHALL SEND AND PROCESS ALL DELIVERABLES WARRANTY CLAIMS THROUGH THE MANUFACTURER (AND PURSUANT TO THE MANUFACTURER'S WARRANTY TERMS) AND NOT THROUGH T-MOBILE.

9. Proprietary Rights and Confidentiality. The System is owned by T-Mobile and its suppliers and is protected by copyright, patent and trade secret laws. You will take all reasonable steps necessary to protect T-Mobile's and its suppliers' proprietary rights in the System related to Your use and possession of the same, including but not limited to maintaining the confidentiality of your passwords, if any. You will, at Your own cost and expense, protect and defend T-Mobile's ownership of the System against all claims, liens and legal processes of Your creditors and will keep the System free and clear of all such claims, liens and processes. You will keep the System confidential and will not disclose or publish it, or any part of it, to others, except as specifically provided herein. All design elements of the System, including but not limited to the design, text, graphics, interfaces and the selection and arrangement thereof, are protected by copyrights owned by T-Mobile. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED TO T-MOBILE USA, INC. Trademark notices on company, publication and product names of unrelated entities are for informational purposes only and are not intended as a claim of right by T-Mobile. Other product, publication, and company names herein may be the trademarks of their respective owners.

10. No Responsibility. T-Mobile will not be liable for losses or damages arising from or in any way related to the content contained in this site or otherwise provided by third parties. If the System is found to be defective in workmanship or materials and T-Mobile is given notice within 10 days of discovering such defect, Your sole and exclusive remedy, and T-Mobile' sole and exclusive obligation to You, is a replacement of the defective portion of the System.

11. Your Warranty to Provider. You warrant that all individuals having access to the System will observe and perform all the terms and conditions of this Agreement. You shall, at your own expense, promptly enforce the restrictions in this Agreement against any person who gains access to your password or copy of the System with your permission or while your employee and who violates such restrictions, by instituting and diligently pursuing all legal and equitable remedies against him or her. You agree to immediately notify T-Mobile in writing of any misuse, misappropriation or unauthorized disclosure, display or copying of the System that may come to your attention.

12. Disclaimer of Warranties and Indemnification. T-MOBILE IS LICENSING THE SYSTEM ON AN "AS IS" BASIS TO YOU. T-MOBILE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, AND ACCURACY, FOR ANY PURPOSE, OF THIS SYSTEM, ITS OPERATION OR THE CONTENT CONTAINED HEREIN. T-MOBILE DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE SYSTEM, ITS OPERATIONS, AND ITS CONTENT AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT FOR ANY SOFTWARE CONTAINED IN THE SYSTEM.

13. Limitation of Liability. IN NO EVENT SHALL T-MOBILE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR OTHER RELATED OR SIMILAR DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE CONNECTED WITH THE USE OF OR INABILITY TO USE THE SYSTEM OR WEBSITE, AND FOR ANY CAUSE OF ACTION, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF T-MOBILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY DAMAGES ARISING UNDER THIS AGREEMENT OR THE USE OF THE SYSTEM THAT T-MOBILE IS REQUIRED TO PAY FOR ANY PURPOSE WHATSOEVER, INCLUDING WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO T-MOBILE UNDER THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU UNDER THE LAWS OF THOSE STATES. No action, regardless of form, arising out of any transaction under this Agreement, may be brought by You more than one year after You have knowledge of the occurrence which gives rise to the cause of such action.

14. Indemnity. You agree to indemnify and hold harmless T-Mobile and its officers, directors, employees, consultants, agents and anyone providing information or software used in the System from any and all claims resulting from or incidental to Your use of the System or operation of the System or breach of this Agreement.

15. Termination. T-Mobile may immediately terminate this Agreement, and exercise any other rights it may have, if (a) You breach this Agreement, in which case termination does not relieve You of payment of any fees owed to T-Mobile, or (b) if T-Mobile terminates or suspends its business operations or all or substantially all of its indirect dealer program. The following Sections shall survive termination of this Agreement: 7-12, 15 and all other sections that may be reasonably interpreted to or are intended to survive this Agreement.

16. U.S. Government Restricted Rights. The System is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subdivision (b)(3)(ii) of The Rights in Technical Data and Computer Software clause at 48 C.F.R. 252.227-7013 or in subdivision (c)(1) and (2) of the Commercial Computer Program-Restricted Rights clause at 48 C.F.R. 52.227-19, as applicable. The software licensor is: T-Mobile USA, Inc.

17. Governing Law. This Agreement shall be governed by the laws of the State of Washington in the United States, without giving effect to the State of Washington's choice of law principles and not including the 1980 United Nations Convention on Contracts for International Sale of Goods. Venue for any action under this Agreement shall lie in King County, Washington. If any action is brought to enforce, or arises out of, the Agreement or any term, clause, or provision hereof, the prevailing party shall be awarded its reasonable attorney's fees together with expenses and costs incurred with such action, including without limitation necessary fees, costs, and expenses for services rendered, as well as subsequent to judgment in obtaining execution thereof.

18. Taxes. You shall be responsible for payment of all appropriate sales, use, value-added and similar taxes and fees, including penalties and interest, levied by any governmental authority as a result of the delivery, sale, license, sublicense, distribution or other transfer of the Deliverables under this Agreement.

19. Acknowledgment of Understanding - Entire Agreement. You acknowledge that You have read this Agreement, understand it and agree to be bound by its terms and conditions. You also agree that this Agreement is the complete and exclusive statement of the Agreement between T-Mobile and You and supersedes all proposals, representations or prior agreements, oral or written, and any other communications between Provider and You relating to the subject matter of this Agreement. This Agreement may not be amended, except by an agreement in writing which is signed by authorized representatives of T-Mobile and You.

This Agreement was last revised on October 29, 2004.

ONLINE ORDERING TERMS AGREEMENT

PRWIRELESS PR, LLC.

This Online Ordering Terms Agreement (the "Agreement") for the T-Mobile software, interface, and databases is a legal agreement between you ("You" or "Your"), and PRWIRELESS PR, LLC, doing business as Metro by T-Mobile ("T-Mobile"), an affiliate to T-Mobile USA, Inc. for the use of the Indirect Retailer Online Ordering Software System ("System"). System includes, among other things, software developed by T-Mobile, material licensed to T-Mobile by third parties, and associated documentation. T-Mobile will not and does not license the System to You unless You agree to the terms of this Agreement.

In consideration of the promises and covenants described below, and other good and valuable consideration, You agree as follows:

1. License Grant. Subject to the terms and conditions hereof, T-Mobile and related entities (its "Affiliates") grant You a personal, nonexclusive, nontransferable, limited license to the System for the purpose of ordering Equipment as defined in the T-Mobile Retailer Agreement (the "Deliverables") directly from T-Mobile.

3. Retailer Agreement. In order to obtain the limited license to the System described herein this Agreement, you acknowledge that you have been approved by T-Mobile as a T-Mobile authorized retailer and have entered into a T-Mobile Retailer Agreement with T-Mobile (the "Retailer Agreement"). Unless otherwise stated herein, the respective rights and obligations of You and T-Mobile shall be governed by the terms of the Retailer Agreement.

5. Payment for Deliverables. Unless otherwise provided in the Retailer Agreement, payment of the purchase price for the Deliverables shall be made pursuant to the terms set forth on each invoice for such Deliverables, and You agree to pay all charges according to the payment terms established in said invoice. You agree to pay a late charge in the amount of 1.5% per month, or the highest rate permitted by law, whichever is less, on any payment past due, pursuant to the terms set forth on each invoice, from the respective due date until paid in full. To the extent there is any inconsistency between any invoice and the Retailer Agreement, the Retailer Agreement shall control. Your failure to make any payment under any invoice when due shall constitute a default hereunder and under the Retailer Agreement. Upon default in the payment of any invoice or upon the default in the performance of any other obligation under the Dealer Agreement, the entire outstanding balance due on all outstanding invoices shall immediately become due and payable to T-Mobile in full. You shall pay to T-Mobile all costs of enforcement and collection incurred by T-Mobile as a result of Your failure to pay any amount when due, including, without limitation, reasonable attorneys' fees, legal expenses and court costs, regardless of whether any proceeding or action is brought by T-Mobile, including all such costs and expenses incurred in connection with any bankruptcy, receivership, or other court proceedings.

6. Credit History. You authorize T-Mobile (and its Affiliates) to check Your credit and financial history and agree to provide T-Mobile with any such information necessary to complete such investigation. You authorize T-Mobile (and its Affiliates) to contact any references given and inquire about Your credit, financial and criminal history. You warrant that the information submitted by You to T-Mobile for the purposes of this credit investigation is accurate and truthful. You understand that T-Mobile will rely on all such information as being true and correct and that such information will be determinative in T-Mobile's decision to grant the limited license described herein this Agreement and any credit line for the purchase of deliverables to You.

8. Return of Deliverables. Unless otherwise provided in the Retailer Agreement, credit or replacement will be made by T-Mobile for Deliverables that are defective in manufacturing, labeling or packaging. To the extent there is any inconsistency between the terms provided herein and the Retailer Agreement, the Retailer Agreement shall control. A Deliverable with manufacturing defects may only be returned to T-Mobile if it is still under the manufacturer's warranty and such return is made within 14 days of the activation of the subscriber, or 90 days from the original invoice date of shipment to You, whichever is sooner. All costs associated with returning a Deliverable to T-Mobile shall be paid by You. Proof of purchase date must accompany all goods returned for credit. Errors or discrepancies in shipment must be reported by You to T-Mobile within 5 days after receipt by You of the Deliverables. You hereby waive any right to dispute such errors or discrepancies if not reported to T-Mobile within such 5 day period. You also must receive written authorization from T-Mobile in order to return the Deliverables without charge. Credit or replacement will be made by T-Mobile for Deliverables returned to You by a subscriber within 14 days of a subscriber activating the phone (but in no event after 30 days of sale to the customer) and then returned by You to T-Mobile. All such non-defective customer returns must be returned to T-Mobile within 90 days from the original invoice date of shipment to You. Returned Deliverables must be in original packaging and in re-sellable "as new" condition. A copy of the customer Wireless Service Agreement must accompany the returned Deliverables. Any returns by You that do not comply with this section will be refused by T-Mobile and returned to the You at Your sole expense. In no case will credit be given to You for the following:

(i) Packaging bearing label or marking not affixed by T-Mobile;

(ii) Damage by improper storage, handling or usage; or

(iii) Damage by shipping company. T-Mobile will assist You in obtaining the required documents to file shipping claims.

9. Proprietary Rights and Confidentiality. The System is owned by T-Mobile, its Affiliates and its suppliers and is protected by copyright, patent and trade secret laws. You will take all reasonable steps necessary to protect T-Mobile's and its Affiliates' and suppliers' proprietary rights in the System related to Your use and possession of the same, including but not limited to maintaining the confidentiality of your passwords, if any. You will, at Your own cost and expense, protect and defend T-Mobile's (and its Affiliates' and suppliers') ownership of the System against all claims, liens and legal processes of Your creditors and will keep the System free and clear of all such claims, liens and processes. You will keep the System confidential and will not disclose or publish it, or any part of it, to others, except as specifically provided herein. All design elements of the System, including but not limited to the design, text, graphics, interfaces and the selection and arrangement thereof, are protected by copyrights owned by T-Mobile and its Affiliates. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED TO T-MOBILE USA, INC. Trademark notices on company, publication and product names of unrelated entities are for informational purposes only and are not intended as a claim of right by T-Mobile. Other product, publication, and company names herein may be the trademarks of their respective owners.

10. No Responsibility. No Responsibility. T-Mobile and its Affiliates will not be liable for losses or damages arising from or in any way related to the content contained in this site or otherwise provided by third parties. If the System is found to be defective in workmanship or materials and T-Mobile or any of its Affiliates is given notice within 10 days of discovering such defect, Your sole and exclusive remedy, and T-Mobile' sole and exclusive obligation to You, is a replacement of the defective portion of the System.

12. Disclaimer of Warranties and Indemnification. T-MOBILE AND ITS AFFILLIATES ARE LICENSING THE SYSTEM ON AN "AS IS" BASIS TO YOU. T-MOBILE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, AND ACCURACY, FOR ANY PURPOSE, OF THIS SYSTEM, ITS OPERATION OR THE CONTENT CONTAINED HEREIN. T-MOBILE AND ITS AFFILIATES DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE SYSTEM, ITS OPERATIONS, AND ITS CONTENT AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT FOR ANY SOFTWARE CONTAINED IN THE SYSTEM.

13. Limitation of Liability. IN NO EVENT SHALL T-MOBILE OR ITS AFFILLIATES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR OTHER RELATED OR SIMILAR DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE CONNECTED WITH THE USE OF OR INABILITY TO USE THE SYSTEM OR WEBSITE, AND FOR ANY CAUSE OF ACTION, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF T-MOBILE OR ITS AFFILLIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY DAMAGES ARISING UNDER THIS AGREEMENT OR THE USE OF THE SYSTEM THAT T-MOBILE IS REQUIRED TO PAY FOR ANY PURPOSE WHATSOEVER, INCLUDING WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO T-MOBILE UNDER THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU UNDER THE LAWS OF THOSE STATES. No action, regardless of form, arising out of any transaction under this Agreement, may be brought by You more than one year after You have knowledge of the occurrence which gives rise to the cause of such action.

14. Indemnity. You agree to indemnify and hold harmless T-Mobile, its Affiliates and their officers, directors, employees, consultants, agents and anyone providing information or software used in the System from any and all claims resulting from or incidental to Your use of the System or operation of the System or breach of this Agreement.

15. Termination. T-Mobile may immediately terminate this Agreement, and exercise any other rights it may have, if (a) You breach this Agreement, in which case termination does not relieve You of payment of any fees owed to T-Mobile, or (b) if T-Mobile terminates or suspends its business operations or all or substantially all of its indirect retailer program. The following Sections shall survive termination of this Agreement: 7-12, 15 and all other sections that may be reasonably interpreted to or are intended to survive this Agreement.

This Agreement was last revised on October 29, 2004.