Trial Agreement for Service and Equipment (New Verizon Wireless Customer)

Transkripsi

1 Trial Agreement for Service and Equipment (New Verizon Wireless Customer) This Trial Agreement is between the customer identified below ("Customer") and Cellco Partnership d/b/a Verizon Wireless is for the term set forth below ("Trial Period") for the trial use and evaluation of equipment ("Equipment") and Verizon Wireless Services ("Trial"). Section A Verizon Representative Information: Today s Date: / / Verizon Wireless Business Account Contact (Sales Rep s Name): Section B Customer Information: Business Name: Contact Name: Business Address: Contact Title: Section C Equipment Information: Trial Start Date: / / Trial End Date: / / # 1: Equipment Name: Retail Price of Device: Accessories & Retail Price of Accessories: # 2: Equipment Name: Retail Price of Device: Accessories & Retail Price of Accessories: # 3: Equipment Name: Retail Price of the Device: Accessories & Retail Price of the Accessories: # 4: Equipment Name: Retail Price of the Device: Accessories & Retail Price of the Accessories: Total Amount Due to Verizon Wireless if equipment lost or stolen: $0.00

2 1. Equipment: The Equipment detailed in Section C above is provided for the term of the Trial Period. The Equipment may include prototype and pre-production equipment in advance of it being generally or commercially available. The Equipment may not be in final production form and the Equipment and its software may be altered or updated before becoming commercially available. Customer acknowledges receipt of the Equipment and agrees to return it in its original condition, ordinary wear and tear excepted, and original packaging to the Verizon Wireless Account Manager or any other party designated by Verizon Wireless, on or before the end of the Trial Period. Customer shall be charged the full retail price for any damage to the returned Equipment, ordinary wear and tear excepted, or for any Equipment not returned by the end of the Trial Period. 2. Service and Mobile Telephone Number: Within the applicable service areas, Verizon Wireless will provide Customer with credited Verizon Wireless services on a standard unlimited data plan, or such other service plan ("Service"), as is deemed necessary by Verizon Wireless to effectuate this Trial at no cost to Customer for the term of the Trial Period. There are no activation fees, or early termination fees applicable to this Trial. Some Service and calling features are not available in all areas. Equipment may (or may not) also work with other carriers' networks. Environmental or topographic conditions, and other factors beyond the control of Verizon Wireless, may cause disconnections or other problems with the Service. Mobile Telephone Numbers (MTN) that are activated for this Trial are for temporary use by the Customer until the end of the Trial Period only. Verizon Wireless retains all rights in any MTN used in this trial and all MTNs subject to this Trial will be deactivated at the end of the Trial Period. 3. Service Restrictions: Verizon Wireless Service may be used only with the Equipment approved for this Trial and only for the intended purpose of evaluation of the Verizon Wireless Services and Equipment. Verizon Wireless Service cannot be used with any unapproved wireless equipment or applications, server devices or host computer applications or for any other unapproved use. Customer agrees not to remove any restrictions intended to prevent any unapproved use, including restrictions that may have been programmed into the Equipment. Data services may only be used with the Equipment for the following purposes: (i) internet browsing, (ii) ; and (iii) intranet access (including access to corporate intranets, and individual productivity applications like customer relationship management, sales force and field service automation). Verizon Wireless Service may not be used with the Equipment for any of the following purposes: (i) continuous uploading, downloading or streaming of audio or video programming or games; (ii) server devices or with host computer applications, other than applications required for Blackberry or Wireless Sync service, including, but not limited to, Web camera posts or broadcasts, automatic data feeds, Voice over IP(VoIP) other than as required for Push to Talk, automated machine-to-machine connection, or peer-to-peer (P2P) file sharing, or (iii) as a substitute or backup for private lines or dedicated data connections. Additionally, the Services cannot be used for, (i) access to the Internet, intranets or other data networks, except as the Equipment's native applications and capabilities permit, or (ii) for any applications that tether Equipment to laptops or personal computers other than for use of the Wireless Sync or BlackBerry Solutions with a BroadbandAccess Connect Optional Feature. Verizon Wireless reserves the right to limit throughput or amount of data transferred. Data usage at a rate that would result in usage in excess of 5GB per line in a given month is presumed to be using the Service in a manner prohibited above, and Verizon Wireless reserves the right to immediately terminate the Service of any such Customer without notice. In addition, Verizon Wireless reserves the right to terminate the Service of any Customer during the Trial Period at any time for any reason. 4. Use and Comment: Customer agrees to use the Equipment as it was intended to be used in connection with its business and report to Verizon Wireless its observations regarding the usefulness of the Equipment and Service to its business and employees. Any reports or observations that Customer provides to Verizon Wireless about the Equipment and Service become the exclusive property of Verizon Wireless and Customer disclaims any rights thereto. 5. Termination by Verizon Wireless: To maintain or improve service or to prevent fraud, Verizon Wireless reserves the right to deny or terminate Service, upon notice when reasonably practicable, to anyone who uses the Service in any manner prohibited or whose usage (in the opinion of Verizon Wireless) adversely impacts the Verizon Wireless network or network service levels, which reasons may include but are not limited to: (a) reselling Verizon Wireless Service to a

3 third party without the prior written consent of Verizon Wireless; (b) "spamming", "mail bombing", or other abusive messaging; or (c) modifying the Equipment from manufacturer's specifications. Verizon Wireless also reserves the right to terminate Service upon expiration of this Trial Agreement in the event the Customer does not return the Equipment as specified in this Trial Agreement. 6. Termination by Customer: Customer may terminate this Trial Agreement at any time prior to the end of the Trial Period by providing written notice to Verizon Wireless and returning all Equipment in accordance with the terms and conditions herein. 7. Confidential Information: Customer agrees that the Equipment, Equipment software, as well as any information concerning this Trial, including any reports and observations, as well as any business practices of Verizon Wireless (including that of its affiliates, parents, and subsidiaries) is "Confidential Information" and shall be maintained in strict confidence and not be disclosed to any third party without the prior written consent of Verizon Wireless. Customer shall not disclose Confidential Information to any employees or agents except those individuals who have a need to know the Confidential Information in order to perform under this Agreement. 8. Limitation of Liability: Verizon Wireless shall not be liable to Customer, its employees, agents, or any third party for injuries to persons or property arising from Customer's use of Verizon Wireless Services, any defect in the Equipment, or the installation, repair or maintenance of the Equipment by any parties who are not employees of Verizon Wireless, subcontractors of Verizon Wireless, or otherwise acting on Verizon Wireless' behalf. Verizon Wireless' and Customer s performance hereunder shall be excused if caused by Equipment failure, acts of God, strikes, severe weather conditions, fire, riots, war, earthquakes, Equipment or facility shortage or any other causes beyond Verizon Wireless' reasonable control. IN NO EVENT SHALL VERIZON WIRELESS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHICH ARE INCURRED BY CUSTOMER AND WHICH ARISE OUT OF ANY ACT OR FAILURE TO ACT RELATING TO THIS AGREEMENT, EVEN IF VERIZON WIRELESS HAS BEEN ADVISED OF THE CLAIM OR POTENTIAL CLAIM OR OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL VERIZON WIRELESS BE LIABLE TO CUSTOMER FOR PUNITIVE DAMAGES. IN NO EVENT SHALL VERIZON WIRELESS BE LIABLE FOR LOSSES, DAMAGES, OR CLAIMS ARISING OUT OF CUSTOMER'S USE OR ATTEMPTED USE OF 911 OR E911 SERVICE, NOR SHALL VERIZON WIRELESS BE LIABLE FOR CUSTOMER'S INABILITY TO ACCESS 911 OR E911 SERVICE. 9. Indemnification: Customer shall defend, indemnify, and save harmless Verizon Wireless and its successors, assigns, employees, and agents, and their heirs, legal representatives and assigns from any and all claims or demands, including claims for bodily injury or death, or damage to property, caused by the acts or omissions of Customer, its employees, servants and agents including reasonable counsel fees and costs. 10. Governing Law and Choice of Forum: This Agreement will be governed by and construed in accordance with the laws of the State of New York regardless of any conflicts of laws or rules that would require the application of another jurisdiction. Resolution of disputes by neutral arbitration shall be held in New York City, New York pursuant to the Wireless Industry Arbitration (WIA) rules. 11. No Warranties: CUSTOMER ACKNOWLEDGES THAT VERIZON WIRELESS IS NOT THE MANUFACTURER OF THE EQUIPMENT PROVIDED FOR THIS TRIAL, AND CUSTOMER AGREES THAT VERIZON WIRELESS HAS NOT MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, DURABILITY, FITNESS FOR USE, MERCHANTABILITY, CONDITION OR QUALITY OF THE EQUIPMENT.

4 WITH RESPECT TO VERIZON WIRELESS, CUSTOMER PURCHASES OR USES THE EQUIPMENT "AS IS." VERIZON WIRELESS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT, OR BY THE USER OR MANUFACTURER THEREOF, OR BY ANY REPAIR, SERVICE OR ADJUSTMENT THERETO OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF, OR FOR ANY LOSS OF BUSINESS OR DAMAGE WHATSOEVER AND HOWSOEVER CAUSED UNLESS LOSS OR DAMAGE IS CAUSED DUE TO VERIZON WIRELESS' WILLFUL MISCONDUCT. 12. About This Agreement: In the event another active agreement for wireless services and equipment exists between Customer and Verizon Wireless, the terms of such agreement shall be applicable to this Trial Agreement, to the extent the terms of such agreement do not conflict with the terms hereunder. In addition, the terms and conditions of the Verizon Wireless service plan collateral applicable to this Trial Agreement, with the exception of any references to pricing, activation or early termination fees, shall apply to this Trial Agreement and are hereby incorporated by reference. Customer has no other rights under this Trial Agreement (including other existing agreements with Verizon Wireless) except as specifically provided by law or in this Trial Agreement. This offer is subject to change without notice and may be revoked by Verizon Wireless at any time. This Agreement may not be modified or amended without the prior written agreement of both Customer and Verizon Wireless. 13. Intellectual Property: Verizon Wireless shall have no liability for the infringement of any copyright, trade secret, or patent or the violation of any federal or other license or franchise required to be maintained in order to provide Service, if such infringement or violation arises out of or results from any of the following: (a) the use of the Equipment or Service with any other product not supplied or approved by Verizon Wireless; (b) modification of the Equipment or Service by, or on behalf of, Customer; or (c) the Customer's continuance of any allegedly infringing activity after being notified thereof or after being informed and provided with a modification that would have avoided the alleged infringement. By signing below, you represent that (i) you have the legal capacity and authority to enter into this Trial Agreement and are authorized to bind Customer as applicable to this Trial Agreement. Customer Name: By: Name: Title: Date: / /