Terms and Conditions

 

REFERRAL PROGRAM TERMS AND CONDITIONS

THIS REFERRAL PROGRAM IS NOT OPEN TO THE GENERAL PUBLIC AND YOU MUST BE INVITED TO REGISTER AND PARTICIPATE BY A T-MOBILE SALES REPRESENTATIVE. THESE TERMS AND CONDITIONS APPLY TO THE T-MOBILE LIMITED REFERRAL PROGRAM AND ARE INCLUDED FOR REFERENCE PURPOSES ONLY. ALL PARTICIPANTS MUST EXECUTE A SEPARATE COPY OF THE REFERRAL PROGRAM SERVICE AGREEMENT IN ORDER TO PARTICIPATE IN THIS REFERRAL PROGRAM. YOU ARE NOT AUTHORIZED TO ACCESS THIS WEBSITE OR ENTER REFERRAL INFORMATION UNTIL YOU HAVE REGISTERED WITH A T-MOBILE SALES REPRESENTATIVE AND EXECUTED A COPY OF THE T-MOBILE REFERRAL PROGRAM SERVICES AGREEMENT (hereafter “Agreement”).

 

1. General. The T-Mobile Limited Referral Program (hereafter “Referral Program”) is a program that allows eligible participants (hereafter “Participant”) to receive up to five (5) payments of $5,000.00 (“Bonus Payment”) from T-Mobile USA, Inc. (“T-Mobile”) for referring up to five (5) T-Mobile Limited Retailer(s) (“Referral Candidates”) to T-Mobile. The Referral Candidate must meet all of T-Mobile’s requirements, to be deter mined in T-Mobile’s sole discretion, and the Participant must comply with all of the terms and conditions contained in the Agreement.

2. Term. The Referral Program shall commence on January 1, 2009 and shall expire March 31, 2009. Participant acknowledges that all Referral Candidates names and required information must be submitted to T-Mobile in accordance with the terms of this Agreement by 11:59 p.m. on March 31, 2009 in order to be eligible for a Bonus Payment.

3. Eligibility. This Referral Program is not open to the general public and you must be invited to participate by a T-Mobile Sales Representative. Participant must execute a separate Referral Program Services Agreement in order to participate. Please obtain a copy of the Referral Program Services Agreement from your T-Mobile Sales Representative to register and participate. Participant must be an individual of 18 years old or above and be a qualified business professional. Corporate entities and companies are not eligible to be a Participant. The following individuals and companies are excluded from being, and are not eligible to be, a Referral Candidate under this Referral Program: (i) Any employee of T-Mobile, its subsidiaries or affiliates, and any immediate family member of any T-Mobile employee; (ii) Any employee, principal or affiliate of an existing or former T-Mobile Dealer or distributor, including any immediate family member of any existing or former T-Mobile Dealer or distributor; (iii) The Participant.

a. Restrictions; Requirements. (1) Participants shall only provide the names of Referral Candidates with whom they have a pre-existing personal or business relationship; (2) Without limiting the foregoing, Participants may not obtain names for Referral Candidates from group email addresses, third party bulk mailing lists, customer lists, or other similar sources. T-Mobile strictly forbids the sending of unsolicited emails to numerous recipients (“spamming”), in violation of any federal, state or local laws; (3) Participants may not be a Referral Candidate; (4) Participants shall only provide Referral Candidate names and other required information to T-Mobile through the Program Website as more fully described in Section 4 below; (5) Participant acknowledges that T-Mobile shall solely be responsible for investigating the eligibility of a Referral Candidate for the Limited Retailer Program, in T-Mobile’s sole discretion; (6) Participant acknowledges that T-Mobile may choose not to enter to an agreement with any Referral Candidate, in T-Mobile’s sole discretion; (7) The Participant shall have no right to participate in negotiations for a Limited Retailer Agreement with the Referral Candidate or T-Mobile; (8) The Bonus Payment is payable to Participant within sixty (60) days after the later of (i) T-Mobile and the Referral Candidate enter into a T-Mobile Limited Retailer Agreement, such Agreement must be fully executed on or before June 30, 2009; and (ii) Referral Candidate opens its first T-Mobile Limited Retailer location for business; (9) Participant acknowledges that he or she shall only be eligible for up to five (5) Bonus Payments under the terms of this Referral Program; (10) All names of Referral Candidates must submitted through the Program Website by 11:59 p.m. on March 31, 2009; (11) Participant is not eligible for the Bonus Payment if T-Mobile and Referral Candidate enter into any Agreement other than a T-Mobile Limited Retailer Agreement; (12) Participant shall not be eligible to receive any Bonus Payment unless Participant has submitted a fully executed W9 Form to T-Mobile. Any violation of the foregoing shall be deemed a breach of this Agreement, and shall immediately disqualify Participant from the Referral Program and any associated Bonus Payment (if any).

4. Required Information. Eligible Participants must log on to the Referral Program website (“Program Website”) link, which will be provided to eligible Participants by T-Mobile after execution of a Referral Program Services Agreement. Participant must read, acknowledge and accept the Program Website Terms and Conditions online before submitting any Referral Candidate’s information. Participant must enter all required information in the “Referral Form” located on the Program Website. If Participant leaves any required information incomplete or blank on the “Referral Form,” the submission may be rejected in T-Mobile’s sole discretion, and Participant will not be eligible for any Bonus Payment for such Referral Candidate.

5. Participant’s Consent to Use Data in Emails Participant hereby consents that T-Mobile may use its name and email address for the purpose of contacting the Referral Candidate.

6. Notices. All notices and requests in connection with this Agreement will be deemed given as of the day they are received either by messenger, delivery service, or in the U.S. mails, postage prepaid, certified or registered, return receipt requested, and addressed to T-Mobile or Participant at their respective addresses in the opening paragraph at the beginning of this Agreement. To be effective, Participant’s notices to T-Mobile must also include a second copy of the notice sent to the attention of T-Mobile’s Legal Department at the following address: T-Mobile USA, Inc., 12920 SE 38th Street, Bellevue, WA 98006, ATTN: General Counsel.

7. Choice of Law. The Referral Program and any rights and obligations hereunder shall be construed in accordance with and shall be governed by the laws of the State of Washington, without regard to the conflict of laws or choice of law provisions thereof.

8. Arbitration. Any Claims or controversies, regardless of the theory under which they arise, including without limitation contract, tort, common law, statutory, or regulatory duties or any other liability arising out of or relating to this Referral Program (“Claim”) shall be resolved by submission to binding arbitration. The arbitration shall be administered and hearings shall be held in Seattle, Washington before a single neutral arbitrator from the offices of Judicial Arbitration & Mediation Services (“JAMS”). The arbitration shall be administered pursuant to the JAMS Comprehensive Rules and Procedures then in effect. Except as otherwise expressly stated herein, the parties shall equally bear the fees of the arbitrator. Notwithstanding any choice of law provision in this Agreement, the parties agree that the Federal Arbitration Act, 9 U.S.C. §§1-15, not state law, shall govern the arbitrarily of all disputes under this Agreement and Referral Program.

9. Confidentiality. The parties have entered into a separate non-disclosure agreement which is incorporated herein by this reference. This Referral Program, its terms, and any information disclosed under this Referral Program by T-Mobile are hereby deemed Confidential Information of T-Mobile. Participant agrees to hold such Confidential Information in confidence, with the same care Participant uses for its own Confidential Information, which in no event shall be less than a reasonable standard of care, and further agrees that it shall not make disclosure of any such information to anyone except those employees and consultants necessary to review such information.

10. Compliance with Terms and Conditions. By participating in this Referral Program, Participant agrees to be subject to all the terms and conditions of the Referral Program and this Agreement. T-Mobile reserves the right to restrict Participant from participating in this Referral Program if Participant fails to comply with any of the terms and conditions of the Referral Program or this Agreement.

11. Limited Liability. In no event shall either party be liable for incidental, special, consequential, or punitive damages, including, but not limited to lost revenue or profits, in connection with this Agreement or the Referral Program or any breach thereof, or arising from the relationship of the parties or the conduct of business between them, even if a party was advised of the possibility of such damages.

12. Independent Contractor. Participant is an independent contractor engaged in a separate business from T-Mobile, and this Agreement will not be construed to create a partnership, joint venture, agency or employment relationship between Participant and T-Mobile. Participant will not represent itself to be an employee or agent of T-Mobile. Participant will have no authority to: (a) enter into any agreement on T-Mobile’s behalf or in T-Mobile’s name; or (b) promote or sell T-Mobile’s products or services. Participant will retain full control over its employees and will not be entitled to workers’ compensation, retirement, insurance, stock options or other benefits afforded to employees of T-Mobile. Participant further agrees to be responsible for all matters relating to its employees, including: payment of wages, federal and state income tax withholding, Social Security withholding, expenses, workers’ compensation, unemployment and disability insurance, and all other federal, state and local laws, rules codes and regulations governing such matters. Upon request, Participant will provide T-Mobile with satisfactory proof of independent contractor status.

13. Nonexclusive Agreement. It is expressly understood and agreed that this Agreement does not grant to Participant any exclusive privileges or rights, and T-Mobile may contract with other participants for the Referral Program.

14. No Publicity/Advertising. Participant will not issue any publicity or general marketing communications concerning this Agreement, the Referral Program, Participant’s relationship with T-Mobile, or any other matter concerning T-Mobile without the prior written consent of T-Mobile. No identification of T-Mobile or use of T-Mobile's names, trade names, marks, trademarks, service marks, brands, logos (collectively, the “Marks”), codes, drawings, specifications or other references to T-Mobile will be used in any of Participant's advertising, marketing or promotional activities without T-Mobile's prior written approval, which approval may be withheld in T-Mobile’s sole discretion. Use of the Marks may require a separate licensing agreement, to be determined or withheld in T-Mobile’s sole discretion.

15. Amendments; Cancellation. This Agreement and/or the Referral Program may be amended, modified or terminated by T-Mobile at any time upon notice to Participant.