2. USE CONSTITUTES ACCEPTANCE
By using App you agree to these Terms. If you do not agree to these Terms, you may not use the App.
4. OUR RELATIONSHIP WITH YOU
Cellphone Easy Refill offers a platform through the Site, App and Services for purchasing refills of prepaid cell phones (mobile phones). We are an independent contractor for all purposes, and are not your agent or trustee. We do not have control of, or liability for, the products and services provided by various third party cell phone carriers and networks (“Third Party Vendors”). Our role is STRICTLY LIMITED to that of a facilitator and third-party record-keeper. We do not endorse, promote, warrant or represent the truthfulness, accuracy or reliability of any information provided by any Third Party Vendor on or through the App, Site or Services. THIS MEANS:
5. ELECTRONIC COMMUNICATIONS AND NOTICES
You consent to receive notices and information from us in respect of our App and Services by electronic communication. You may withdraw this consent at any time, although we may not be able to continue service to you if we cannot communicate with you electronically. We may provide you with notices, including those regarding changes to these terms by email, paper mail, publication on our Site, by SMS, or in any other way recognised by law. You acknowledge and agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
6. PROTECTION OF MINORS
We cannot distinguish the age of persons who access and use the App or the Site. We do not knowingly collect personal information from minors. In cases where you have authorized a minor (someone under 18 years of age) to use the App, you acknowledge and agree that you are fully responsible for: (i) the conduct of such minor; (ii) controlling the minor's access to and use of the App; and (iii) the consequences of any misuse by the minor.
7. DATA CHARGES
You are advised that use of the App and Services may incur charges for data usage depending on your device and service provider(s). Please be aware that such charges may fluctuate depending on time of day, internationally or according to carrier. We are not responsible for data charges levied by third party providers and all questions and concerns in relation to these are strictly between you and such third parties.
8. CHANGES TO CELLPHONE EASY REFILL
We may discontinue or change any Cellphone Easy Refill content, service, function or feature at any time with or without notice.
9. PERSONAL INFORMATION AND PRIVACY
10. APP UPDATES
We may from time to time in our sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features ("Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Either the App will automatically download and install all available Updates, or you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to all terms and conditions of this Agreement.
11. YOUR LICENSE
Subject to the terms of this Agreement, we grant you a limited, non-exclusive and non-transferable license to download, install, and use the App for your personal, non-commercial use on your device(s) strictly in accordance with the App’s documentation and strictly in accordance with this Agreement.
12. RESTRICTIONS AND PROHIBTED USE
You MUST NOT:
13. CONDITIONS OF SERVICE
14. INFORMATION YOU PROVIDE TO US
You agree to provide us with accurate, complete, and updated registration information, and failure to do so shall constitute a breach of this Agreement and unauthorized access to the App and Services, and may result in immediate termination of your account
and subject you to civil and/or criminal liability. You further acknowledge that it is a Federal and State criminal offense to purchase any product from us by fraudulent means.
15. FEES, CHARGES AND PAYMENTS
15.1 Rates and Billing Methods Are Subject to Change with Notice: All rates and billing methods are subject to change with notice provided through the App. The rates and charges for refill card products available through Cellphone Easy Refill and the accompanying methods of payment shall be as shown by the App and as amended or revised from time to time.
15.2 You Remain Liable for ALL Fees and Charges: If your chosen payment method is by credit or debit or prepaid card, and we have not received payment from the card issuer or its agents, you agree to pay all amounts due upon demand by us.
15.3 Your obligations as a Cardholder: Your card issuer's agreement governs your use of your designated payment card in connection with the App and Services and you must refer to such agreement and not this Agreement with respect to your rights and duties as a cardholder.
15.4 Statements and Records: Upon written request, we will provide you with a written statement of charges. Unless you notify us of any discrepancies within ninety (90) days after they first appear on the written account statement, they will be deemed acceptable by you for all purposes, including resolution of inquiries made by your card issuer or bank.
15.5 Your Release of Us: You release us from all liabilities and claim of loss resulting from any error or discrepancy that is not reported to us within ninety (90) days of its publication to your account.
15.6 Account Security and Your Continuing Responsibility for Charges: You shall be responsible for all charges resulting from your use of the Site, App and Services and the use by any other person who uses your user name and password, regardless of whether you have actually authorized such charges. If you misplace your user name or password or both, or suspect that someone else may be using them without your authorization, you agree that you will notify us immediately. Failure to notify us may result in you being liable for any such unauthorized charges.
15.7 Failure to Make Timely Payment: We reserve the right to suspend or terminate your account and your access to the App and Services for any amounts past due. Amounts past due include, but are not limited to denied charges and dishonored payments. Termination of your account and/or your access to the App or Services shall not relieve you from the obligation to make payment pursuant to this Agreement, or otherwise.
15.8 You Are Responsible for Our Legal Costs: In the event we use an attorney at law to collect any unpaid amounts from you, you shall be responsible for the payment of all of such attorneys' fees and costs, in addition to any penalties allowed under applicable law, in the collection of those sums.
15.9 All Sales Final; No Refunds from Us: You agree that we merely act as a facilitator of your transactions with Third Party Vendors. ALL SALES FROM US TO YOU ARE FINAL, WITH RESPECT TO US AND WE WILL NOT issue any refunds, credits, adjustments, or replacement of telephone virtual cards, personal identification numbers (PINs) or other products and services offered through the App or Services. Even if we, in our sole and absolute discretion, make any limited exceptions to its "all sales final" policy as described in this Agreement, we shall not waive any of our rights to enforce such policy in all other cases and at all other times, to the fullest extent provided in this Agreement and allowed under applicable law.
15.10 Refunds or Credits from Third Party Vendors (Carriers) Only: The various Third Party Vendors whose telephone goods and services we make available to you through the App and Services may provide refunds, credits, or adjustments to you under certain circumstances. By your use of the App or Services, you agree that you will contact the appropriate Third Party Vendors regarding their policies concerning refunds, credits, or adjustments. You further agree that you will release, hold harmless, defend, and us and our parents, subsidiaries, affiliates, partners, members, joint ventures, all their respective employees and agents, and all their successors and assigns from any liability for any Third Party Vendor’s failure to adjust or resolve any claim you may have against such Third Party Vendor.
15.11 Limitations on Use and Daily Limits: In any given twenty-four (24) hour period, the number of purchases and the aggregate monetary value of the purchases you may make through the App is limited. You agree that we reserve the right to change these limits at any time without notice and that we shall not be liable to you in any manner, for any reason, under any legal theory as a result of changing such limits. You further agree that you will not exceed or attempt to exceed these limits.
15.12 Stripe.com, PayPal and Other Payment Processor Terms and Fees: Payments by you to us are processed by third payment processors such as PayPal, Stripe and credit providers and processors. Your use of a third party payment processor such as Stripe or a credit card company is subject to any additional terms and conditions and fees imposed by such third party payment processor.
15.13 Errors: We reserve the right to fix any processing errors we discover. We will correct any processing errors by charging or crediting your account or other payment method you provided for the erroneous refund or reimbursement and you expressly authorize us to do so. We maintain records of your services, charges and payments and all such records are taken to be correct unless they are proven to be in error.
15.14 Credit Card Chargebacks: We protect our payment and credit card processors and other institutions providing related services to us from fraudulent credit card chargebacks. (A credit card chargeback is when the holder of a credit card disputes a charge with a credit card processor, bank or other institution and the charge is charged back to the business.) The chargeback is fraudulent if the credit card holder disputes a charge to a legitimate charge for services the holder has purchased. You understand and agree that in the event you attempt to create a fraudulent credit card chargeback, we will work with the relevant credit card processor, bank or other institution and law enforcement authorities to investigate the matter. Our assistance may include providing details about profiles, card authentication and communications with or related to the App and Services. Engaging in activities aimed at reversing a legitimate charge is illegal. You agree and acknowledge that you can be prosecuted for such activity and we reserve the right to reclaim any fees and costs we incur in responding to fraudulently filed chargebacks.
16. OUR AFFILIATE PROGRAM
16.1 Independent Contractor Relationship: You and we remain separate independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent, between you and us. You are not an employee of ours of any Thord Party Vendor simply by virtue as acting as our affiliate. You are not entitled to any benefits or rights guaranteed by us or by operation of law, to our employees, including, but not limited to, group insurance, liability insurance, paid vacation, sick leave or other leave, retirement plans, health plans, pension or welfare benefits, "overtime" pay, and the like. You do not have express, implied or apparent authority to enter into any contract on our behalf or to otherwise to bind us to any agreement. We will not be liable for any obligation incurred by you or any affiliate, except as otherwise provided herein.
16.2 Taxation and 1099: You acknowledge and agree that (a) affiliate payments or credits you earn through our affiliate program may constitute taxable income for you under state or federal laws, (b) you are responsible for payment of all taxes on such affiliate payments and credits. We may issue an IRS 1099 form in relation to amount you earn of USD $600 and above.
16.3 Professional Standards: Affiliates shall promote the App and Services and the goods and services from Third Party Vendors hereunder in accordance with (a) the highest applicable ethical and professional standards prevailing at the time, and (b) any general standards, rules, regulations, policies, security procedures, and other standards specified by us or the relevant Third Party Vendors.
16.4 No Slamming and No Spamming: No affiliate shall engage in or facilitate any form of illegal slamming or spamming in any way with any customers or potential customer of ours or any Third Party Vendor. ("Slamming" occurs when one party surreptitiously and fraudulently switches or causes the transfer of another party's telephone service from one carrier to another without customer-user's knowledge or consent. "Spamming" occurs when a party uses any unauthorized or unsolicited communication or transmission of information or material by phone, facsimile, e-mail or other telecommunication equipment to another individual or entity not having a prior business or personal relationship with that sender. Specifically, such unsolicited advertisements are restricted by federal law.) Legal action may be filed to recover actual monetary loss from such violation, with damages for each such violation, whichever is greater. This clause shall survive the termination of this Agreement.
16.5 Affiliate Compensation and Terms: All compensation rates and terms are as set forth on the Site or App from time to time and are subject to change in our sole and absolute discretion.
17. NO MULTIPLE ACCOUNTS WITHOUT PRIOR WRITTEN PERMISSION
You must obtain OUR PRIOR WRITTEN PERMISSION in order to apply for, or otherwise obtain multiple accounts or means of accessing the App. You acknowledge and agree that if you register for, apply for, or otherwise obtain multiple accounts or means
of accessing the App without first obtaining our prior written permission, we may immediately terminate all of your accounts
without notice to you and in our sole and absolute discretion. Once your account has been terminated, you must pay in full any delinquent, past due, or unpaid fees and charges and you must resolve all issues in dispute with us before you may register for, apply for, or otherwise obtain a new account to use the App or Services.
18. LINKS TO THIRD PARTIES (OUTBOUND LINKS)
We and/or third parties may provide, links to other apps, websites or resources through the App or Site. As we have no control over any such third party apps, websites and resources you agree that links to third parties are provided solely for your convenience and we are not responsible for the availability of such external apps, sites or resources and are not liable for the content found at such apps, websites or resource or for any loss or damage that arises from your use of them, including in relation to their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect. If you decide to access any third party app, website or resource, you do so entirely at your own risk and subject to the terms and conditions of use imposed by such third parties.
19. LINKING TO CELLPHONE EASY REFILL (INBOUND LINKS)
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express consent.
If you would like to link to Cellphone Easy Refill, you must comply with the following:
20. COPYRIGHT, OWNERSHIP AND INTELLECTUAL PROPERTY
20.1 You Gain No Ownership: No intellectual property ownership rights transfer from you to us or us to you, as a result of this Agreement. The Cellphone Easy Refill name, logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof are the proprietary property of AdminSys Inc. or its licensors and are protected by United States and international copyright laws. You may not reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content of the Cellphone Easy Refill App or Site without permission. We retain our entire right, title, and interest in and to the Site and the App, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
20.2 License to Your Content: You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to store any content you provide to us in relation to the Site/App/Services for as long as required in order to provide our services.
20.3 Copyright Infringing Content: The www.airtime.us Site is protected by international safe-harbor provisions for online service providers and follows international best practice such as the principles of the EU Directive on Electronic Commerce and the US Digital Millennium Copyright Act (DMCA). We will act expeditiously to remove content as soon as we have we have actual knowledge that it infringes copyright. If you believe there is copyright infringing material on the Site, please report it to us, with following information:
21. USE OF YOUR FEEDBACK
You agree that we may use your feedback, suggestions, or ideas in any way, including in future modifications of the Site/App/Services, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty free license to use the feedback or suggestions you provide to us in any way.
22. YOUR WARRANTIES AND REPRESENTATIONS
23. DISCLAIMER – NO WARRANTY
ADMINSYS INC. IS PROVIDING THE SITE, APPLICATION AND SERVICES TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED. YOU AGREE THAT YOUR USE OF THE SITE, APP AND SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OF ADMINSYS INC’S OWNERS, OFFICERS, AUTHORS, MEMBERS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE, APP AND SERVICES AND YOUR USE THEREOF.
NO ADVICE OR INFORMATION GIVEN BY ADMINSYS INC., ITS PARENTS, ITS SUBSIDIARIES, ITS MEMBERS, ITS PARTNERS, ITS JOINT VENTURERS, ITS AFFILIATES, ITS SUPPLIERS, ITS LICENSORS, ITS CONTRACTORS, OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE A WARRANTY OF ANY KIND.
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE, APP, SERVICES AND CONTENT AND WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY:
APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
24. LIMITATION OF LIABILITY
IN NO EVENT WILL ADMINSYS INC. OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SPONSORS, SUCCESSORS OR ASSIGNS BE LIABLE TO ANY PARTY FOR:
AS SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIABILITY OF ADMINSYS INC. SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Your sole and exclusive remedy for any cause or claim whatsoever relating to the Site, App or the Services shall be limited to discontinuing use of the Site, App and Services.
You agree to defend, indemnify and hold harmless AdminSys Inc., its affiliates, officers, directors and employees from any and all claims, liabilities, costs and expenses, including attorneys’ fees, arising from or in connection with (i) your use or misuse of the Site, App or Services, (ii) the distribution or transmission of any content or other materials by you or users authorized by you, or (iii) any violation of these Terms by you. We reserve the right to assume the exclusive defence and control of any matter subject to such indemnification and you hereby agree to cooperate with us in asserting any available defences.
26. ACCOUNT SECURITY
26.1 PIN/Password: If you register for an account with us you may be required to use a PIN/password. You must keep your PIN/password confidential and you must notify us immediately if you become aware of any disclosure of your PIN/password. You are responsible for any activity arising out of any failure to keep your PIN/password confidential, and may be held liable for any damages or losses arising out of such a failure. We are entitled to assume that anyone who accesses your account or service using your PIN/password does so by your authority. IT IS YOUR RESPONSIBILITY TO SELECT A PIN/PASSWORD THAT IS NOT EASILY GUESSED. IF YOU LEAVE YOUR DEVICE LOOGED ON, YOU AND NOT ADMINSYS INC. WILL BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM UNAUTHORISED USE.
26.2 Your Security Responsibilities: The security of information transmitted through the Internet can never be guaranteed. We disclaim all liability for any interception or interruption of any Internet transmissions or any changes to or losses of data. You are responsible for maintaining the security of any password or other form of authentication involved in obtaining secured access to the App. In order to protect you and your data, we may suspend your use, without notice, pending an investigation, if any breach of security is suspected. You are solely responsible for determining whether the security provided by us and our suppliers is sufficient for your purposes. If you do not agree the security is sufficient, it is your responsibility to either implement your own additional security or not use the App.
We reserve the right, in our absolute discretion, to terminate or suspend your access to all or part of the Site, App or Services without notice. Upon such termination or suspension, you will be denied access to the Site/App/Services and you acknowledge and agree we have the authority to terminate your use and access at any time and for any reason. Upon termination: (i) all rights granted to you under this Agreement will also terminate; and (ii) you must cease all use of the App and delete all copies of the App from your devices. Termination will not limit any of Company's rights or remedies at law or in equity. Once your account has been terminated, you must pay in full any delinquent, past due, or unpaid fees and charges and you must resolve all issues in dispute with us before you may register for, apply for, or otherwise obtain a new account to use the App or Services.
28. INTERNATIONAL USE
We make no representation that the App/Site/Services are appropriate or available for use in locations outside the United States (US). You acknowledge that you may not be able to access all or some of the Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you choose to access us from a location outside the US you do so on your own initiative and you are responsible for compliance with local laws. Further, access to, linking to and use of the App is subject to all applicable international and local laws and regulations. You agree not to access, link to or use the App in any way that violates such laws or regulations.
29. EVENTS BEYOND OUR CONTROL (FORCE MAJEURE)
We shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of service resulting directly or indirectly from acts of God, civil or military authority, acts of public enemy, war, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation, magnetic interference, interruptions of electrical power or other utility service, unavailability of any telecommunications service or connection to any telecommunications service (“Force Majeure”), or any other cause beyond our reasonable control.
30. GENERAL PROVISIONS
30.2 Governing Law: You agree that the laws of the State of New York, US govern these terms and conditions of use, its subject matter, your use of the App, Site and Services, and any claim or dispute that you may have against us. You further agree that any disputes or claims that you may have against us will be resolved by the courts of New York, and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
30.3 Limitation of Time to File Claims: ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APP MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
30.4 Waiver: Our failure to exercise or enforce any right or provision of these Terms is not a waiver of such right or provision.
30.5 Severability: If any provision is found by a court of competent jurisdiction to be invalid, the parties agree that the court must as far as possible give effect to the parties’ intentions as reflected in it, and these Terms otherwise remain in full force and effect.
30.6 Compliance with Laws: In using the App or Site, you must comply with all applicable laws and regulations and, without limitation you must not use the Services in connection with or in furtherance of any fraudulent scheme or purpose.
30.7 Software Updates: In order to keep the App and/or Services up-to-date, we may offer automatic or manual updates at any time and without notice to you.
30.8 Law Enforcement: You authorise us to provide any information or comply with any request in relation to you or your account that is requested by any government, court or law enforcement agency. We are not obliged to verify or validate the identity or authority of any such government, court or law enforcement agency if it appears to us, acting in good faith, to be legitimate.
30.9 Attorney's Fees and Costs in Litigation: In any action between us and you to enforce any of these Terms or this Agreement, we shall be entitled to recover our costs and expenses from you, including, but not limited to, reasonable attorney's fees.
LAST UPDATE TO THE TERMS AND CONDITIONS: 2nd August 2016