Terms and Conditions Agreement

3S Wireless Inc., dba Telecom Provider

  1. INTRODUCTION

This 3S Wireless Inc., dba Telecom Provider, Terms and Conditions Agreement (the "Agreement") sets forth the terms and conditions of service (the "Terms and Conditions") upon which 3S Wireless, Inc., dba Telecom Provider (“Telecom Provider”) will provide services for branded resellers of mobile voice, text, and data (the "Telecom Provider Service" or “Service”). In this Agreement, "you" and "your" mean the customer of the Telecom Provider Service, and "we", "our" and "us" mean Telecom Provider and any Telecom Provider affiliate authorized to provide you with the Service.

  1. ACCEPTANCE OF THE TERMS AND CONDITIONS OF THE SERVICE

By using the Telecom Provider Service, you are agreeing to be bound by all the Service Terms and Conditions contained in this Agreement. If you do not agree to these Service Terms and Conditions, you should not use the Telecom Provider Service. These Service Terms and Conditions govern whether you use the Telecom Provider Service through 3S Wireless directly or whether you do so through a third party. If you do not want to accept the Service Terms and Conditions, do not use the Telecom Provider Service.

You may not assign your rights or delegate any of your duties under this Agreement without our prior written consent, and any attempted assignment or delegation without such consent is void. Account balances are non-transferable between accounts or devices without our prior written consent, and any attempted transfer without such consent is void. We may assign all or part of the Agreement or your monies owed without notice to you.

  1. CHANGES TO THE TELECOM PROVIDER SERVICE TERMS AND CONDITIONS

Telecom Provider reserves the right, from time to time, with or without notice to you, and in our sole and absolute discretion, to change any part of the Service Terms and Conditions, including but not limited to, rates, plans, charges, how we calculate charges, discounts, coverage, and technologies used to provide Telecom Provider Service. The most current version of the Agreement can be reviewed by clicking on the "Service Terms and Conditions" link located at the Telecom Provider website https://yourtelecomprovider.com. The most current version of the Agreement will supersede all previous versions. Your use of the Telecom Provider Service and continued use of the Telecom Provider Service after changes are made means that you agree to be bound by such changes.

  1. SCOPE OF THE TELECOM PROVIDER SERVICE

The Telecom Provider Service is provided through a nationwide wireless carrier ("Carrier"), and is only available in geographic areas covered by the digital service network footprint of the Carrier. Notwithstanding any provision of this Agreement that may be to the contrary, it is expressly acknowledged by the parties hereto that the Carrier is an intended beneficiary of the provisions of this Agreement related to Telecom Provider Service, including but not limited to provisions related to disclaimer of warranties, limitation of liability, dispute resolution and arbitration.

  1. TERM OF AGREEMENT

The term of this Agreement shall commence upon registration of your device using the Telecom Provider Service. This Agreement shall remain in effect for as long as you maintain an account with unexpired data or add additional data to your account within six (6) months of your last use of data, unless earlier terminated by Telecom Provider by giving notice or otherwise terminated in accordance with the terms of this Agreement.

  1. COMPLIANCE WITH LAWS

Telecom Provider Service is for personal or business use only, and in using the Telecom Provider Service you agree to comply with all applicable laws.

  1. INTENDED USE OF TELECOM PROVIDER SERVICE (FAIR USE)

Telecom Provider Service and any related data services are provided solely for purposes of processing payments for mobile services provided by resellers. Unless you maintain a valid method of payment on file and subscribe to auto-plan renewals and auto-data refills, you may not be allowed to use the Telecom Provider Service with applications and systems that drive continuous payment transactions. We reserve the right to limit, suspend or terminate without notice any misuse of our Service or violation of these Service Terms and Conditions.

  1. RULES REGARDING USAGE, CHARGES, AND PAYMENTS

The Telecom Provider Service is a prepaid service. You authorize us to charge your credit card as needed to pay for your mobile subscriptions and for the purchase of data plans and other services as they may be offered from time to time. By selecting the auto- renew option offered with a plan or service, you also authorize us to automatically charge your credit card and renew such data plan or service at the time it expires or, in the case of a data plan, when the data balance expires. Certain data plans have built-in auto-refill feature to ensure uninterrupted Internet access and service. By purchasing such plans, you also authorize us to automatically charge your credit card and refill your account at the time when the data balance expires.

Although the Telecom Provider Service is a prepaid service, we, at our sole discretion, may allow for overage to occur in order to ensure uninterrupted service to you. You agree that if such is the case you are responsible for the cost of the overage and that we may either charge your credit card for usage exceeding the prepaid data plan or deduct the overage from the data plan that you purchase after an overage occurs. We reserve the right to charge for overage a higher data rate per megabyte than the average data rate per megabyte that was charged for the prepaid data plan.

All purchases are final and non-refundable. You are responsible for providing accurate and maintaining up-to-date credit card information. A credit card chargeback does not release you from your responsibility to pay for products, data plans and services. You are responsible for any cost associated with credit card chargebacks. We reserve the right to cancel your account or refuse service on chargeback, suspected credit card fraud, or denied credit card payment.

  1. USE OF YOUR CUSTOMER INFORMATION

We reserve the right to issue a warning and to suspend or terminate your service and access to the Telecom Provider Service website or any other website we operate or to our service at any time if we determine in our sole discretion that you have violated the Service Terms and Conditions or any of our rules or policies or for any other reason in our sole discretion. We also reserve the right to deny, disconnect, modify and/or terminate Telecom Provider Service, without notice, to anyone we believe is using the Telecom Provider Service in any manner prohibited or whose usage adversely impacts the Carrier's wireless network or service levels or hinders access to the Carrier's wireless network. We reserve the right to terminate the Telecom Provider Service if we believe that your device is no longer in use as evidenced by a period of inactivity in excess of six months.

  1. SUSPENSION OR TERMINATION OF SERVICES

When you agree to the Service Terms and Conditions, you also agree to the terms of our Privacy Policy (available at https://yourtelecomprovider.com. This policy may change from time to time and includes important information on what data we collect about you, how we use this data and with whom we share that data.

In the course of providing service to you, we may collect certain information made available to us solely because of our relationship with you, including information regarding the nature and type of your usage. We always will handle this data, which is "Proprietary Customer Network Information" ("PCNI"), in accordance with Federal Communications Commission regulations, federal consumer privacy laws and our Privacy Policy. We take sensible steps to safeguard PCNI and your other personal information from unauthorized use or disclosure. Except as set forth by the Privacy Policy, we will not deliberately share your personal information without your permission. We may, from time to time, use the information you provide us to market services to you that may be related to our service offerings.

To comply with appropriate legal process, we may disclose to government agencies and law enforcement authorities any information, including your name, account history, account information or other transmission data that is properly requested by law enforcement.

  1. DISPUTE RESOLUTION

We and you each agree to contact each other first with any disputes. You must contact us with any dispute by email to support@3swireless.com). Please provide a description of the problem, all relevant documents/information and the proposed resolution. We will contact you at the last address that you have provided to us or by phone. We each agree to negotiate in good faith to resolve any dispute. If the dispute cannot be resolved in this manner, then it shall be resolved by arbitration as set forth in Section 12 below, provided that we shall not elect to use arbitration for any Claim (defined below) that you properly file and pursue in a small claims court of your state or municipality so long as the Claim is individual and pending only in the small claims court.

  1. ARBITRATION
  1. Definitions. As used in this arbitration provision, the term "Claim" means any claim, dispute or controversy between you and us arising from or relating to the Telecom Provider Service or this Agreement as well as any related or prior agreement that you may have had with us or the relationships resulting from this Agreement, including the validity, enforceability or scope of this arbitration provision. The term Claim includes claims of every kind and nature, including but not limited to initial claims, counterclaims, cross-claims and third-party claims and claims based upon contract, tort, fraud and other intentional torts, statutes, regulations, common law and equity. For purposes of this Agreement, the term Claim is to be given the broadest possible meaning that will be enforced and includes, by way of example and without limitation, any claim, dispute or controversy that arises from or relates to (i) the use of the Telecom Provider Service, (ii) your acquisition of, or enrollment for, the Telecom Provider Service; and (iii) advertisements, promotions or oral or written statements related to the Telecom Provider Service, or any goods or services purchased with the Telecom Provider Service.
  2. Initiation of Arbitration Proceeding/Selection of Administrator. With the excep- tion of any dispute or any Claim pertaining to intellectual property rights, any Claim shall be resolved, upon the election by you or us, by arbitration pursuant to this Arbitration Provision and the code of procedures of the Judicial Arbitration and Mediation Services ("JAMS"). If any Claim is asserted against a party that is not a party to this Agreement, such third-party shall be notified and given the option of participating in the arbitration. For a copy of the procedures, to file a Claim or for other information about JAMS, contact them at 1920 Main Street, Suite 300, Los Angeles, CA 92614; website at www.jamsadr.com.
  3. Effect of Arbitration. IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE RULES AND PROCEDURES OF JAMS (THE "RULES"). FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. EXCEPT AS SET FORTH BELOW, THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING. NOTE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
  4. Limits on Arbitration. If either party elects to resolve a Claim by arbitration, that Claim shall be arbitrated on an individual basis. There shall be no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other Telecom Provider Service users or other persons similarly situated. The arbitrator's authority to resolve Claims is limited to Claims between you and us alone, and the arbitrator's authority to make awards is limited to you and us alone. Furthermore, Claims brought by you against us or by us against you may not be joined or consolidated in arbitration with Claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties.
  5. Location of Arbitration/Payment of Fees. Any arbitration hearing that you attend shall take place in San Diego County, California. At the conclusion of the arbitration, the arbitrator will decide who will ultimately be responsible for paying the filing, administrative and/or hearing fees in connection with the arbitration. If and to the extent you incur filing, administrative and/or hearing fees in arbitration, exceeding the amount they would have been if the Claim had been brought in the state or federal court which is closest to your billing address and would have had jurisdiction over the Claim, we will reimburse you to that extent unless the arbitrator determines that the fees were incurred without any substantial justification.
  6. Federal Arbitration Act. This arbitration provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the "FAA"). The arbitration shall be governed by the Rules, except that (to the extent enforceable under the FAA) this arbitration provision shall control if it is inconsistent with the Rules. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the basis for the decision. In conducting the arbitration proceeding, the arbitrator shall not apply the Federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the Rules. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the requesting party, within fifteen (15) days of receiving the requesting party's notice. The granting or denial of such request will be in the sole discretion of the arbitrator who shall notify the parties of his/her decision within twenty (20) days of the objecting party's submission. The arbitrator shall take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator's decision will be final and binding.
  7. Severability of Arbitration Provisions. This arbitration provision shall survive termination of the Telecom Provider Service. If any portion of this arbitration provision is deemed invalid or unenforceable under any principle or provision of law or equity, consistent with the FAA, it shall not invalidate the remaining portions of this arbitration provision, the Agreement or any prior agreement you may have had with us, each of which shall be enforceable regardless of such invalidity.
  1. NO TRIAL BY JURY

If for any reason, a claim proceeds in court rather than through arbitration, we each waive any right that we may have to trial by jury in any lawsuit or other proceeding to the extent permitted by law.

  1. LIMITATION OF LIABILITY

We and you agree to limit claims for damages or other monetary relief against each other to direct and actual damages unless prohibited by law. You agree that we and our business partners (including the Carrier) are not liable to you or any third party for any indirect, special, incidental, consequential, exemplary or punitive damages of any kind, including lost profits (regardless of whether we have been notified that such loss may occur) by reason of any act or omission in our provision of products or services or under any legal theory, including fraud, misrepresentation, breach of contract, personal injury, product liability or any other theory. We assume no risk or responsibility for your use of any Content. We are not liable for (1) any act or omission of any other company furnishing a part of our service or any equipment provided for such service; (2) errors or omissions of our business partners; or (3) any damages that result from any product or service provided by or manufactured by third parties. You acknowledge that no fiduciary relationship or other special relationship exists between you and us, by virtue of the Service Terms and Conditions or your use of the Telecom Provider Service.

  1. WARRANTIES

WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE SERVICES PROVIDED HEREUNDER OR ANY SOFTWARE USED IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, AND TO THE EXTENT PERMITTED BY LAW, WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, QUALITY, NON-INFRINGEMENT, PERFORMANCE OR ACCURACY. WE EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES. THE Telecom Provider AND Telecom Provider WEBSITE AND ITS CONTENTS ARE PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. NEITHER WE NOR THE CARRIER PROMISE ERROR-FREE OR UNINTERRUPTED SERVICE AND NEITHER WE NOR THE CARRIER AUTHORIZE ANYONE TO MAKE WARRANTIES ON OUR BEHALVES.

  1. INDEMNIFICATION

You agree to indemnify us, our affiliates, our business partners and their respective officers, agents, members, managers, partners and employees, from any and all liabilities, settlements, penalties, claims, causes of action and demands brought by third parties (including any costs, expenses or attorneys' fees on account thereof) resulting from your use of the Telecom Provider Mobile Service, or use of our services by another person who uses your device and/or our services, whether based in contract or tort (including strict liability) and regardless of the form of action.

  1. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of California, without regard to conflicts of laws provisions.

  1. ENTIRE AGREEMENT

This Agreement, as modified by any changes from time to time pursuant to Section 3, constitutes the complete and exclusive agreement between Telecom Provider and you with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, representations, understandings, or agreements not specifically incorporated herein.

Last revised: September 2025