TERMS & CONDITIONS

UCellMobile.com Terms of Service and Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE COMPLETING CHECKOUT. THIS IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND UCELLMOBILE.COM, INC. (“ucellmobile”) WHICH PROVIDES A SERVICE FOR THE PURCHASING, RECYCLING AND/OR DONATING OF USED CONSUMER ELECTRONIC PRODUCTS (THE “BUYER SERVICES”), AND BY PARTICIPATING IN THE BUYER SERVICES AND COMPLETING THE TRANSACTION FOR A “MANAGED BY UCELLMOBILE” OFFER YOU ARE ACCEPTING THESE TERMS AND CONDITIONS AS SET FORTH BELOW. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS, DO NOT COMPLETE CHECKOUT OR SEND IN YOUR ELECTRONIC DEVICE(S).

This website is operated by ucellmobile, which provides Buyer Services through which you can sell, donate or recycle certain consumer electronic devices (the “Device”) by receiving a conditional “Offer” from ucellmobile after you describe your Device on the ucellmobile website or a third-party website integrating with the ucellmobile website or technology (the “Website”). The terms and conditions below (the “Terms of Service”) govern your transaction to sell, donate or recycle your Device. You must agree to abide by these Terms and Conditions in order to complete a transaction with ucellmobile through the Website.

Please note that these Terms and Conditions may differ from the terms and conditions on Buyer’s website. ucellmobile provides a marketplace to connect third-party buyers with customers looking to sell their unwanted, electronic devices. Buyer may have its own website and terms and conditions which govern transactions completed on Buyer’s website. The Terms and Conditions below apply to all transactions initiated with ucellmobile and Buyer through the Website. In the event there is any discrepancy between these Terms and Conditions, and those on Buyer’s website, these Terms and Conditions shall control.

YOU UNDERSTAND THAT ALL OFFERS ARE CONDITIONAL AND DEPEND ON THE ACTUAL MAKE, MODEL, CONDITION AND OPERATIONAL NATURE OF THE DEVICE.

1. General Requirements. You must be, and by requesting, receiving or using Buyer Services, you represent and warrant that:

a. You are at least eighteen (18) years of age;

b. You are the actual, legal owner and title holder of any and all Devices sold or attempted to be sold to ucellmobile or if you are not the owner, you are specifically in writing to sell the Devices to ucellmobile by the actual, legal owner;

c. Unless specifically in writing as stated in 1(b) above, you are acting on your own behalf and not as the agent or representative of another person;

d. No other person or entity has any claims to or liens on the Devices; and

e. You are intending and agreeing to be legally bound by these Terms and Conditions.

f. ucellmobile may request documentation or other proof of compliance with any of these requirements.

2. Device Requirements. The Device, and the sale of the Device to ucellmobile and shipment of the Device to ucellmobile or its 3rd Party Agent:

a. Shall not be counterfeit, stolen or fraudulent;

b. Must comply with all applicable federal, state and local laws, statutes, regulation and ordinances, including all import and export laws; and

c. May not infringe on any third party intellectual property rights, such as copyrights or trademarks.

3. Product Valuation. ucellmobile or its 3rd Party Agent determines, in its sole discretion, which Devices are eligible for purchase, donation, returns and/or recycling by or through the Buyer Services. All Offers provided by ucellmobile will be based on ucellmobile’s or its 3rd Party Agent’s own determination of the Device value in reliance on the accuracy of the information you supply including the model, carrier, brand and condition. Devices must be sent to ucellmobile or ucellmobile’s 3rd Party Agent with all internal and external components to receive an accurate Offer. To accept an Offer, you must provide your personal information and complete the checkout process. If you accept the Offer, you are agreeing to provide your Device to ucellmobile for the Offer price by mailing your Device to ucellmobile or its 3rd Party Agent. If you do not accept the Offer, the specific transaction expires. If you choose not to accept the Offer and decide at a later time that you do want to accept the Offer, you will need to start the transaction process again at which point the Offer may be different. Any Offer for your Device is non-transferable and not redeemable for any other consideration other than what is offered. If based on the information you supply, ucellmobile or its 3rd Party Agent determines that the Device has minimal value, ucellmobile may provide you an Offer of $0. If you decide to continue and accept the Offer of $0, you may send the Device to ucellmobile or its 3rd Party Agent and ucellmobile will accept the Device for recycling or donating. All recycled devices shall be recycled with an R2 Certified Recycler or an E-Stewards certified Recycler.

4. Device Inspection; Condition; and Tampering.

a. Inspection. UCellMobile clients have the choice to submit thier phone in three (3) diffrent cinditions; 1. Flawless: Client agrees that the phone(s) they are submitting are in flawlwss or like new conditio with no signs of use and fully functional 2. Good: Client agrees that the phone(s) they are submitting is fully functional and may appear flawless at first glance. They may either have several faint, small scratches or a few longer, faint scratches on the screen. They may have light scuffs on their housing.
They may have small dings, blemishes, and / or nicks which are often found near ports, corners or edges. A small percentage may have one slightly more pronounced imperfection, if they are in otherwise excellent condition. 3. Damaged: Phone may or may not be fullu functional. They appear heavily used at first glance. They may have more pronounced, deeper scratches on their screen or housing they can be felt easily with a fingernail. Their housing may have numerous scuffs, scratches, dents or other abnormalities. They may have dings, dents and heavy wear on their ports, corners and edges. The client alsomust submit details about why the pone is in damaged condition. Upon receipt of the Device, ucellmobile or its 3rd Party Agent will, in its sole discretion, determine the actual Device value, weighing factors that may include the actual make, model, condition and operational nature of the Device. As a part of the Device inspection, ucellmobile or its 3rd Party Agent may test that it powers up and retains a charge (as applicable), that all parts are included and intact, and ensure that all available features function correctly. Most issues with your Device are easily noticed, however, certain issues with your Device may not be known to you at the time of submission, but if issues exist, ucellmobile or its 3rd Party Agent will likely find them during inspection. If the Device differs in any way from the description you provided, ucellmobile may provide you with a Revised Offer to reflect the actual Device value and notify you of the price change, as described in Section 5 below. ucellmobile or its 3rd Party Agent has the option to accept or reject the Device, including, without limitation, to reject any Device not conforming to the description you provided, any Device modified in such a way that it no longer conforms to the original factory specifications, any locked Device whose lock cannot be bypassed or any Device no longer complying with applicable laws or regulations (e.g., FCC rules, etc.) and/or any Device damaged in transit. If ucellmobile rejects the Device for any of these reasons or if the Device is lost or stolen in transit, the Offer automatically expires and is revoked. If you are unsure of the condition, model or any others factors about your Device, please e-mail us at support@ucellmobile.com.

b. Condition of the Device. Devices must conform to the following conditional ratings listed on the Website for each Device: (a) Damaged; (b) Good; or (c) Flawless. ucellmobile or its 3rd Party Agent reserves the sole right to determine the final conditional rating of the Device received. All phones must have a clear and easy to read Electronic Serial Number (“ESN”) or International Mobile Equipment Identity (“IMEI”) number on the back or underneath the battery of the phone. Phones with the ESN or IMEI removed will be categorized as Damaged, and your Revised Offer may be reduced to $0.

c. Device Accessories. When sending your device to ucellmobile or its 3rd Party Agent, you must include any accessories for the Device that are included in your description when ucellmobile calculated your Offer on ucellmobile or are specified in the instructions provided by ucellmobile to ship your Device. These accessories may include adapters, power cables, batteries or any other item required to operate the device. For certain devices, accessories may not be required, but if ucellmobile explicitly requires you to provide specified item(s), failure to include any of the item(s) may impact the final value of your Device and may result in a Revised Offer.

d. Passwords and Device Locks. You must remove all passwords and locks from your Device prior to sending them to ucellmobile or its 3rd Party Agent. If ucellmobile or its 3rd Party Agent is unable to fully and completely operate your Device without the use of passwords or device locks, then it may either re-categorize your product’s condition as “Damaged,” with a corresponding lower price, or return the Device. Examples of passwords and locks include, but are not limited to: BIOS passwords, logins to the operating system, administrator logins, iOS Activation Locks, personal identification number or PIN locks on any part of the system, biometric encryption, etc.

e. Clear for Activation.Your Device must be “Clear for Activation.” This means that you are responsible for: (a) properly deactivating the Device with the cellular service carrier; (b) paying off any outstanding balance on that account prior to shipping the Device; and (c) ensuring your Device has not been reported as lost or stolen. If ucellmobile or its 3rd Party Agent receives a Device that is NOT Clear for Activation, your Revised Offer may be reduced to $0.

f. Tampering with the Device.If ucellmobile or its 3rd Party Agent receives a Device that has signs of being opened and/or there is internal damage to the Device that was clearly done by a person, ucellmobile will revise the Offer. For example, if a Device is inoperable when submitted and ucellmobile or its 3rd Party Agent finds missing parts and/or wires cut upon opening the Device, then ucellmobile will provide a Revised Offer that may be reduced to $0.

5. Revised Offer. ucellmobile reserves the right to revoke the original Offer and provide a “Revised Offer” for the Device if: (a) you indicated the Device is in the Flawless or Good condition but it is not as described, and/or (b) you indicated the Device is in the Damaged condition but it is crushed, bent or has missing parts, and/or (c) you indicated a different model than that you sent, and/or (d) the Device is received in the mail more than thirty (30) days after you accepted the original Offer, and/or (e) you indicated the Device is in the Flawless or Good condition, but does not have a functional battery in it, or the battery does not hold charge, and/or (f) you send your Device without mandatory accessories as described on ucellmobile when you accepted the offer for the Device. In the event ucellmobile provides you with a Revised Offer, you shall have the option of accepting or rejecting the Revised Offer. You will have seven (7) calendar days after ucellmobile and/or ucellmobile sends the Revised Offer via e-mail to the e-mail address you provided to accept or reject the Revised Offer via e-mail or phone response. If you accept the Revised Offer, you will be paid as described in Section 6. If you reject the Revised Offer, the Device will be returned to the mailing address you provided on the Website during checkout free of charge. If the Revised Offer is neither affirmatively accepted nor rejected by you during the seven (7) calendar day period, ucellmobile will consider the Revised Offer to have been accepted by you and you will be issued payment for the Revised Offer price within two (2) business days. 5b Cancelations. ucellmobile retains the right to keep the phone five (5) days after ucellmobile officially recieves the phone by the shipper that both you and ucellmobile agreed to ship the phone(s) through.. Cancelations may not be accepted and is(are) left to ucellmobile’s discression (5) days after ucellmobile recieves the phone send by you via a shipper; according to date post marked by the shipper when you shipped the phone and date ucellmobile recieved the phone.. (e) If you request to canel after ucellmobile issued you the agreed amount between you and ucellmobile, by either PayPal, MoneyGram, Walmart2Walmart, or Check, you must return the full amount issued to you back to ucellmobile in order for ucellmobile to return the phone to you. 6. Payment. ucellmobile shall notify you via e-mail when ucellmobile or its 3rd Party Agent has received your Device. ucellmobile shall have five (5) business days from the date ucellmobile or its 3rd Party Agent receives the Device to: (a) notify you that you must take an action regarding a bad or active ESN or a device lock (b) provide confirmation to ucellmobile to initiate payment in the amount of the Offer price, or (c) provide you with a Revised Offer. If you are contacted to take an action regarding a bad or active ESN or a device lock, you will have five (5) calendar days to complete such action. If you successfully complete the required action, ucellmobile shall have five (5) business days to initiate payment in the amount of the Offer price or provide you with a Revised Offer. If you fail to complete the required action, ucellmobile may return your device or provide a Revised Offer that may be reduced to $0. In the event you receive and accept a Revised Offer, ucellmobile shall have two (2) business days from the date of your acceptance to provide confirmation to ucellmobile to initiate payment in the amount of the Revised Offer price. If you do not receive the applicable Offer or Revised Offer payment outlined above from ucellmobile, a reissue payment shall only be sent if requested by you within six (6) months from the date that confirmation is sent by ucellmobile to initiate the original payment. ucellmobile may offer payment in a variety of commercially reasonable forms, including but not limited to, gift card, retail store credit, other goods, cash, check or PayPal electronic payment, and shall process the payment in accordance with your selection of the particular payment options available at the time of checkout on the Website

a. Non-Electronic Payment Methods. If payment is made by a non-electronic payment method, such as gift card, retail store credit, other goods, cash, or check, such payment shall be sent via regular, U.S. mail.

b. Electronic Payment Method (PayPal). If payment is made through PayPal, the payment shall be placed directly into the PayPal account, as provided by you during the checkout process or a subsequent communication with ucellmobile, and available to you in accordance with PayPal standard procedures. ucellmobile is responsible for any transactional fee imposed by PayPal.

7. Communication and Contact Information. By using the Buyer Services, you agree to transact with ucellmobile electronically. You are required to provide ucellmobile with accurate and complete contact names, mailing address, and e-mail address. You may also provide a phone number; however, ucellmobile makes no guarantee that it will contact you via telephone. It is your duty to keep your e-mail address accurate, valid and up to date and to ensure that e-mails ucellmobile sends you are not filtered or stopped by spam filters or other types of e-mail blocking functionalities. It is also your duty to obtain all equipment and services needed to access and use your e-mail including all devices, Internet browsers and Internet access. ucellmobile shall not be held responsible for communication errors due to: (a) your contact information being inaccurate or incomplete; (b) e-mails sent to you being blocked or filtered as spam; or (c) your inability to access your e-mail at the e-mail address you provided.

8. Offer Acceptance and Title. Your acceptance of the original Offer and/or any Revised Offer is final and you may not change your mind later about accepting such offer. Except as specifically set forth below in Sections 8(a) and (b), all right, title and interest in and to the Device shall be passed to ucellmobile upon issuance of payment to you for the Offer price. Once title passes to ucellmobile, ucellmobile may re-sell, recycle or donate the Device at any time, in its sole discretion. ucellmobile cannot and does not guarantee that it will be able to honor any request for return of the Device and/or any data or information contained in the Device once title has passed to ucellmobile. Notwithstanding anything herein to the contrary, for an Offer price of $0 or a Revised Offer price of any amount, the passing of title shall occur in accordance with the following:

a. In the event that the Offer price is $0, all right, title and interest in and to the Device shall pass to ucellmobile upon ucellmobile’s receipt of the Device.

b. In the event that you receive a Revised Offer, all right, title and interest in and to the Device shall pass to ucellmobile upon your acceptance of the Revised Offer, whether affirmatively or by failure to reject the Revised Offer on time.

9. Data Removal. It is your responsibility to remove any and all personal information and data from all the Device(s) including, but not limited to, phonebook entries, personal codes, e-mail addresses, personal addresses, IM addresses, photos, and downloaded files prior to shipment of the Product(s) to the Company. You should also remove any SIM cards as these may contain sensitive information and are not needed. Although ucellmobile’s and its 3rd Party Agent’s standard practice is to remove all personal information from your Device, ucellmobile makes no guarantee to do so. Once the data is removed from the Device, it can no longer be retrieved. By sending your Device, you agree to release ucellmobile and its third party logistics company from any claim as to the Device, the data stored in such Device, or any information on any media used in conjunction with the Device, or for such data’s security, integrity, confidentiality, disclosure or use. ucellmobile is not responsible for: (a) any loss or damage suffered by you due to any personal information or data that is not erased from the Device and may be transferred to a third party; or (b) any loss of data after you submitted your Device to ucellmobile.

10. Shipping.

a. Timing. Your Device must be received by ucellmobile or its 3rd Party Agent within thirty (30) days after the date you complete the checkout process on the Website. If the Device is not received by ucellmobile or its 3rd Party Agent within (30) days, the Offer price will be null and void. If Devices are received by ucellmobile or its 3rd Party Agent after (30) days, you will be contacted via e-mail with a Revised Offer at the current value for the Device.

b. Materials. ucellmobile may provide the option for you to print out a shipping label and provide your own shipping materials as opposed to using the shipping kit provided by ucellmobile. In either case, it is your responsibility to ensure that the Device(s) are properly packaged to avoid damage during transit.

c. Liability. ucellmobile or its 3rd Party Agent is/are not liable or responsible for lost, stolen or damaged Device(s) during shipping. Although ucellmobile will provide you with a free prepaid shipping kit to send your Device(s) to ucellmobile and/or its 3rd Party Agent facility, any loss or damage during transit, either to or from the facility, is your responsibility. If you wish to insure your package, insurance must be purchased by you at your sole expense.

d. Return Shipping. In the event you receive a Revised Offer and you reject that Revised Offer, ucellmobile will return your device free of charge, with the exception of the receipt of a stolen or counterfeit Device(s).. 11. Privacy. ucellmobile recognizes that privacy is very important. All personal information sent to ucellmobile via electronic mail, over the phone or social media such as email addresses, phone numbers, mailing addresses, names and PayPal accounts will be kept confidential. Your information may be used to complete your transactions with ucellmobile and to contact you in the future. ucellmobile will not share your personal information with third parties without your permission, except in the limited circumstances described below.

a. ucellmobile may provide your personal information to companies that provide services to help ucellmobile with their business activities such as fulfilling your request for a free shipping kit. These companies are to use your personal information only as necessary to provide these services to ucellmobile.

b. ucellmobile may disclose your personal information when ucellmobile reasonably believes that it is required by a law or legal process and to protect and defend the rights and interests of ucellmobile, their affiliates, suppliers, or users. In the event ucellmobile goes through a business transition, such as a merger, being acquired by another company, or selling a portion of their assets, users’ personal information will, in most instances, be part of the assets transferred.

c. ucellmobile may use and disclose your aggregated usage information with others, in a form that does not identify any individual, to allow ucellmobile and their advertisers to present targeted advertising to you. ucellmobile may disclose to third parties, including advertisers and potential business partners, aggregated statistics that ucellmobile develops from your usage habits, preferences, and history. For example, ucellmobile may disclose generalized information about usage habits based on aggregated statistics developed from your site usage behavior and search history. This statistical information will not identify any individual.

d. If you have any questions or have any security concerns please feel free to contact ucellmobile at support@ucellmobile.com.

12. Indemnity. You agree to indemnify and hold ucellmobile, and their parent, subsidiaries, affiliates, 3rd party companies, officers, directors, agents, and employees harmless from any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees), made by any third party due, connected to, or arising out of your violation or breach of these Terms and Conditions, or your violation of any law or the rights of any third party. ucellmobile reserves the right to assume the exclusive defense and control at your expense of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with ucellmobile’s defense of such claim.

13. Limited Liability. IN NO EVENT SHALL UCELLMOBILE OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS OR CONTRACTORS BE LIABLE FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR ANY CLAIMS BY YOU OR THIRD PARTIES WHATSOEVER WITH RESPECT TO YOUR TRANSACTIONS WITH UCELLMOBILE. In addition, ucellmobile’s aggregate liability and the liability of its directors, officers, employees, affiliates, agents or contractors to you or any third parties in any circumstance is limited to the greater of (a) the estimated value of the Device(s) as stated in the initial Offer or (b) $50. Some states do not allow the exclusion or limitation of liability, so the above limitations may not apply to all users; in such states liability is limited to the fullest extent permitted by law.

14. Entire Agreement. These Terms and Conditions constitute the entire agreement between you and ucellmobile regarding the subject matter hereof and supersedes any other agreements or understandings (whether written or oral) between you and ucellmobile regarding the subject matter hereof.

15. Waiver. ucellmobile’s waiver of, or failure to enforce, any right, term or provision of these Terms and Conditions on one occasion will not be deemed a waiver of any other right, term or provision on the same occasion or the same right, term or provision on any other occasion.

16. Severability. If a court of competent jurisdiction declares any provision of these Terms and Conditions to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired, and the provision that is held to be invalid, illegal or unenforceable shall remain in effect as far as possible in accordance with the intention of the parties.

17. Governing Law; Venue. These Terms and Conditions will be governed by the laws of the State of New York, without reference to its conflict of law principles. You and ucellmobile agree to submit to the exclusive jurisdiction of the federal and state courts located in New York, New York with respect to disputes hereunder.

18. Modification. ucellmobile reserves the right to modify these Terms and Conditions at any time. If you do not agree to the changes, you should discontinue using the Buyer Services. Your continued use of any Buyer Services after any changes take effect constitutes your acceptance of the changes. Each time you submit a Device for sale on the Website, you reaffirm your acceptance of the Terms and Conditions as in effect at the time of such use. You are responsible for reviewing the Terms and Conditions each time you use the Buyer Services. Changes to the Terms and Conditions are effective immediately upon posting on the Website.