THIS MASTER SERVICE AGREEMENT (“MSA” or “Agreement”) is between You and USCC Services, LLC on behalf of its operating licensed affiliate doing business as UScellular® in the Home Market (“USCC”). You agree that due to the various Service offerings and related rate plans, usage guidelines and other useful information, it is impossible for USCC to provide all the terms of Your Service in this MSA and that this MSA includes references to Related Documents. Capitalized terms when used in this MSA or any Related Document have the meanings defined in Section 2, Definitions. The MSA consists of these master terms and any Related Document(s) which is hereby incorporated by reference and made a part of this MSA. The MSA applies to all USCC Service and Equipment purchases (unless otherwise stated herein) which You purchase pursuant to a Service Order referencing this MSA. Unless otherwise agreed, the Effective Date of this MSA is the date that You sign a Service Order or the date Your account is created, whichever is first to occur. If there is a conflict between the MSA and any Related Document, the order of precedence is: 1) MSA; 2) Service Order; 3) USCC policies; and 4) all other Related Documents. USCC may amend any terms to the MSA or any Related Document with or without notice (depending on any requirement to give notice) at any time to reflect new legal requirements, changes within USCC’s business, Service features, Service options, Service promotions or to clarify USCC’s practices. Where notice is required, USCC will use reasonable efforts to give You at least thirty days’ notice of any such change when practicable. Service Orders and RICs may only be amended by a writing between You and USCC.
These definitions are additional terms and conditions of the MSA.
“Brochure(s)” (or any document serving a similar purpose) means the documents that contain descriptions, pricing and other additional terms for purchases under this MSA which are made available to You by USCC. USCC may modify the Brochures from time-to-time.
“Business Solution Services” means Services consisting of Internet of Things (“IoT”) Services and Value Added Services (“VAS”) which are both a subset of Services. Business Solution are Services where data is transmitted over USCC’s network and any of USCC’s partner carriers between or among devices (including wireless devices, modems, computer servers or other machines) and between devices and application servers in the cloud with limited or no manual administration, supervision, intervention or interaction that generates voice traffic, that does not include a dial pad and which may or may not require additional equipment.
“Commitment” means, collectively, a Service Commitment and an Equipment Commitment.
“Confidential Information” means, with respect to either party, the MSA, together with all confidential business or technical information or materials of such party, all nonpublic information of a confidential nature, in any form, provided or made available by one party to the other party or its personnel that is marked with a confidentiality marking or that the receiving party knows or should know to be confidential given the nature of the information. Confidential Information includes Personal Information.
“Customer Proprietary Network Information” or "CPNI" has the meaning ascribed to it at uscellular.com/privacy.
“Early Termination Fees” or “ETF” means fees imposed for Your failure to meet any Commitments.
“Eligible Upgrade” means Your first upgrade of wireless handset Equipment for a line of Service after completing the required Equipment Commitment on such line.
“Equipment” means wireless telephone, data and other similar devices and ancillary devices or accessories purchased by You from USCC, otherwise provided to You by USCC or approved in writing by USCC for use in connection with Service(s).
“Equipment Commitment” or “EC” means a continuous period of time for which You are required to maintain a Service on subsidized Equipment.
“Home Market” means the market in which the USCC switch, to which your account is assigned at the time your service is established and located.
“Monthly Recurring Cost” or “MRC” means the monthly cost for a Service plan and excludes any applicable taxes, regulatory cost recovery charges, surcharges, fees and other charges billed separately.
“Personal Information” has the meaning ascribed to it at uscellular.com/privacy.
“Retail Installment Agreement” or “RIC” means a separately executed agreement between You and USCC for the purchase of Equipment under an installment plan pricing arrangement.
“Related Document(s)” means any additional written terms, including but not limited to any Service Order, Authorization Form, Brochures, amendments, exhibits, Service specific terms, policies and any online terms related to the Services and the Equipment.
“Service(s)” means all services, including, without limitation, telecommunication, voice and data services made available to You by USCC, including Business Solutions Services that USCC provides directly or indirectly to You.
“Service Commitment” or “SC” means a period of time, if any, for which Customer is committed to pay for a Service plan. Service Commitment commences on the activation date of such Service plan.
“Service Order” means a Related Document used for ordering Service and Equipment which includes the additional terms of Your order, such as pricing, rate plans and Commitments.
“Service User(s)” or “User” anyone who accesses or uses any Service provided to You under this MSA. “You” or “Your” or “Customer” or any derivative thereof means the person or entity executing a Service Order and/or s a MSA and its employees, directors, members, agents and representatives.
“USCC” means USCC Services, LLC on behalf of its operating licensed affiliate doing business as UScellular in the Home Market.
(a) In order for You to purchase Service and Equipment from USCC, You must execute a Service Order referencing the MSA and detailing the Services, pricing, Service Commitment, Equipment Commitment, Volume Commitment and any other relevant terms for the specific Service and Equipment purchased. All purchases under a Service Order will be governed by the MSA between You and USCC. Equipment purchased using installment payments must be purchased via a RIC and cannot be purchased under the Service Order.
(b) Service is available to Equipment only when such Equipment is within the operating range of Service as set forth in USCC’s standard coverage maps and is provided subject to availability and operational limitations of systems, facilities and equipment. The standard coverage maps may be found at uscellular.com/content/uscc-static/en/coverage-map.html. USCC may periodically updated the maps. Your Service is furnished for Your use only. You may not resell any Service.
(c) Except for usage on any Business Solution Services device, at least 50% of your monthly usage for each device on Your account must be used in USCC's licensed markets.
(d) USCC reserves the right to monitor usage either continually or from time to time for the sole purpose of enforcing permitted usage. USCC may (without or with notice as may be required) impose usage or service limits, suspend and/or terminate Service or block certain categories of transmissions in its sole discretion to protect You, its customers, its network or for any reasonable business purpose, including Your failure to perform any of Your obligations such as paying for any Services when payment is due. You may not use the Service for any unlawful, improper, harassing or abusive purpose or in such a way that interferes with USCC’s network, business operations, employees or customer. You shall comply with all applicable state and federal laws and regulations and USCC’s Acceptable Use Policy located at uscellular.com/legal. You are responsible for all Users of Your Service. You are responsible for ensuring that all equipment You use with a Service is compatible with the Service. If You desire to improve, limit, protect or otherwise control Your use of any of the Services, You must procure, at your own cost, any required software, services, controls or equipment.
(e) Business Solutions Services (if applicable). If You are utilizing any Business Solutions Services, the requirements for use of such Services including data rates, equipment and service-specific terms and conditions, shall be set forth in the applicable Service Order. Business Solution Services may require third party equipment, third party services such as software-as-a-service (“SaaS”) and/or the acceptance by You of third party end-user license agreements. You agree that You may only use such third party equipment or services that are approved by USCC for use on its network. USCC may prohibit certain standard wireless devices and equipment from being activated on IoT lines. Business Solutions Services are also governed by any such applicable third party terms and conditions. USCC makes no warranties, representations or other statements regarding such third party equipment, agreements or services even if approved by USCC for use and USCC is no way responsible for such third parties’ equipment, agreements or services. If You choose to pay for any Business Solutions Services via carrier billing, You agree that USCC may include the applicable monthly charge on Your bill for the Business Solutions Services and that You shall pay those charges when due. USCC may include a one-time implementation charge and equipment charge on Your bill when applicable. You agree that USCC may share Your information with third-party Business Solution Services providers, including but not limited to name, company name, cellular telephone number, service plan and e-mail address. You may be responsible to pay the third-party Business Solutions Services provider directly for any remaining charges for the Business Solutions Services upon expiration or termination of this MSA.
(f) Wireless Priority Service. USCC is under contract with General Dynamics Information Technology, Inc. ("GDIT"), the Federal Government’s Priority Telecommunications Services contractor, to provide call data for a user’s Wireless Priority Service (“WPS”) calls and Government Emergency Telecommunications Service (“GETS”) calls to GDIT and the Department of Homeland Security Office of Emergency Communications for the purpose of evaluating service performance and protecting against fraudulent or unlawful use. If and when You use WPS or GETS, You consent to USCC providing Your call data for WPS or GETS calls, as applicable, to these parties and for this purpose.
(g) Services offered by USCC may be subject to additional terms and conditions as specified in the applicable Brochures which can be found at uscellular.com.
(a) USCC will sell Equipment to You at the prices set forth in the applicable Service Order for each new line of Service activated by You and each Eligible Upgrade. All Equipment is provided on an "AS IS" basis, except that USCC passes through to You any warranties available from its suppliers, to the extent that USCC is permitted to do so under its contracts with those suppliers. Equipment purchased for use with the Service may be subject to additional terms and conditions as applicable.
(b) You may only utilize Equipment sold by or otherwise provided by USCC or in the case of equipment that is obtained directly by You from a third party, only third-party equipment that is approved in writing by USCC for purposes of confirming whether such equipment will work on USCC networks. If you attempt to use equipment which is not approved in writing by USCC, You are responsible for determining whether any such device works on the USCC network by visiting uscellular.com/phones/bring-your-own-device. USCC is not responsible for any equipment which You provide. USCC reserves the right to revoke any previous approval for third-party equipment and to refuse to provide Service(s) for any customer-provided equipment at any time and for any reason in its sole discretion.
(c) Except for Eligible Upgrades and new activations, all other purchases or upgrades of wireless handset Equipment shall be at full retail price unless otherwise agreed to by the parties in a Service Order.
(d) Only subsidized Equipment or Equipment purchased without installment payments may be ordered and purchased under the Service Order. If You purchase Equipment under an installment plan, You must sign a RIC.
(e) At Your option and subject to any applicable ETFs, You may change the Service plan for any of Your then-existing Equipment to any other Service plan set forth in any executed Service Order, provided that such Equipment is compatible with the chosen Service plan.
USCC will provide You with customer support through USCC business customer support centers and a designated USCC representative. For general business support, You can visit uscellular.com/plans/business.
(a) You shall pay for Service and Equipment at the rates set forth in the applicable Service Order and all applicable additional charges. Pricing in any Service Order is exclusive of any applicable taxes, fees and other required charges which will be added to Your bill, unless You provide USCC with a tax exemption certificate acceptable to USCC or other documentation acceptable to USCC supporting Your assertion that any such tax or fee is not due from You. USCC may impose a Regulatory Cost Recovery Fee (“RCRF”) to defray some or all of the regulatory costs it incurs and an Administrative Fee (“AF”) to recover some portion of the costs incurred in provisioning service to You. Neither the RCRF nor the AF are government mandated charges, but they are fees imposed and retained by USCC in addition to other charges that appear on Your bill. For more information about the types of costs that are recovered by the RCRF and the AF go to uscellular.com/support/faq/billing. Fees and taxes that cover amounts directly remitted to government agencies (such as the Universal Service Fund charge and 911 surcharges) are subject to change without notice. USCC will provide you advance notice of rate changes to the RCRF, AF and any other fees it retains. USCC will measure and bill voice Service usage in one-minute increments and each partial minute of usage will be rounded up and billed as a full minute. USCC may bill You for calls that are not completed but ring longer than 59 seconds. For completed calls, You will be billed from the time You push the “send” button until the call is terminated.
(b) The business address (not the billing address if different) will be deemed to be the primary place of use of Service for all Equipment for the purposes of calculating certain taxes, surcharges and fees. You agree to inform USCC of any changes to the business address. That business address must always be within USCC’s licensed markets.
(c) All rates set forth in a Service Order are applicable until the end of the Service Commitments set forth in the Service Order and promotions, discounts or other offers set forth in any other documentation, including any Brochures, will not apply.
(a) USCC shall bill You on a monthly basis for all amounts due hereunder. Billing for calls made/received by You outside of Your Home Market may occur after the close of the regular billing cycle. Typically this occurs when You make/receive calls late in the billing cycle outside of the Home Market such as when You are roaming on another carrier’s network or making/receiving calls on a USCC network other than the Home Market. When this occurs, the minutes used and associated charges, will be applied against Your monthly calling plan in the month that the usage appears on the bill rather than the month the calls actually occurred.
(b) Your payment due date will appear on Your bill. USCC may charge a late fee of 18% per annum for any amount not paid when due. Except where prohibited by law, USCC may charge a processing fee of up to $5.00 on any credit balance due upon termination of Service for any reason. You agree that You may be charged a collection fee if the account is referred to a third party agency for collection. The collection fee will be assessed up to the maximum amount permitted by applicable law. You agree to reimburse USCC for all costs (including, without limitation, reasonable attorneys’ fees, collection fees and similar expenses) incurred by USCC in connection with the collection of amounts due from You hereunder.
(c) If there are any errors in billing, you may seek a credit or refund for errors in Billing for up to 180 days (or as otherwise provided by any local state law) after issuance to You of the bill on which the error is contained by contacting uscc. You will have waived your Right to dispute the bill and to bring or participate in, any legal action arising out of such Dispute if you fail to dispute the charge on your bill within such time period. Uscc also has The right to back bill you for any error that results in any underbilling to you within 180 days Of the issuance of the bill that should have reflected the underbilled charge.
(d) If you have any outstanding charges, USCC may withhold any credit due You.
You acknowledge that Service may be interrupted or unavailable due to atmospheric or topographical conditions, governmental regulations or orders or system capacity limitations. Representations of coverage by USCC or its agents are not guarantees. You also acknowledges that Business Solutions Services may be interrupted or unavailable due to the failure of third party suppliers or the termination of one or more third party supplier relationships.
If Your rate plan has a Service Commitment, then You are responsible for Service Commitment ETFs as described in this Section 9 and the MSA. If You terminate a Service on or after the Service activation date but prior to the expiration of the Service Commitment, the ETF shall be 50% of the MRC for the terminated line of Service multiplied by the number of months remaining in the SC, unless otherwise stated in any applicable Service Order; any remaining partial months will not be prorated for purposes of calculating the SCETF and You will be responsible for all fees and charges through the end of Your billing cycle for that month. In addition to any applicable SC ETFs, You will be responsible for any Equipment Commitment ETFs, if applicable, as further described in Section 10 of this MSA. A Service Order may state additional requirements for ETF's associated with any Service.
Except as may be set forth in an Exhibit or Service Order, service activated on Fleet, Asset and Video Telematics SaaS Bundle is subject to service commitment ETFs. The ETF for Fleet and Asset SaaS (OpEx) Bundle is $250.00 per line for (Data and Saas Charges) and $350.00 per line for Video Telematics (Data and SaaS Charges) lines and is applied, by way of example, as follows: if the ETF is based on a 24 month SaaS (OpEx) Bundle service commitment, the ETF of $250.OO for a 24 month term will be reduced by $10.41 for each of months 1 - 23, $10.57 for month 24, an ETF of $350.00 for a 36 month term will be reduced by $9.72 for each of months 1 - 35, $9.80 for month 36. The ETF will be prorated over the ESC period starting from the date of initial activation of the SaaS (OpEx) Bundle. Any partial month will be treated as a full month for purposes of calculating the ETF. An Exhibit or Service Order may state additional requirements for ETFs associated with SaaS (OpEx) Bundle.
Except as may be set forth in an Exhibit or Service Order, service activated on Partner BYOD (Bring Your Own Device) Equipment is subject to an ETF. The ETF for discounted equipment through UScellular Partners is $250.00 per line for BYOD (Bring Your Own Device). For a 12-month commitment, the ETF of $250.00 will be reduced monthly On a pro rata basis over the course of such 12-month period. Any partial month will be treated as a full month for calculating the ETF. Additional requirements for the ETF may be stated in an Exhibit or Service Order.
UScellular offers discounted or subsidized Equipment with certain conditions attached, such as service or plan commitments. Subsidized Equipment is subject to Equipment Early Termination Fees ("ETF") which are in addition to any applicable Service Commitment ETF. For basic phones, modems, and hotspot devices, the ETF for subsidized Equipment is $150.00 per line for a 24-month term. The ETF will be reduced by $3.13 for each month 1-24, with a remaining $75.00 ETF after month 24. For other subsidized Equipment, the ETF will be based on the difference between the full retail price of the subsidized Equipment at the time of purchase and the price paid by the Customer, divided over the service commitment with a final payment for the last month of service. For example, if the full retail price of the subsidized Equipment is $1200.00 and the discounted price is $600.00, the ETF is $600.00 which will be reduced by $19.56 for months 1-22, $19.68 for month 23 with a remaining $150.00 after month 24. Any partial month will be treated as a full month for purposes of applying the ETE A Service Order may state additional requirements for ETF's associated with subsidized Equipment.
(a) Term and Renewals. Any term under a Service Order shall commence upon activation of Service and any Service Commitment shall be the “Initial Term” associated with the line of Service activated under the applicable Service Commitment. If there is no Service Commitment, then the Initial Term shall be defined as a one month term. Unless terminated earlier per the terms of this MSA or expires per the term of the Service Commitment, any Service provided pursuant to this MSA and an applicable Service Order shall renew for successive thirty-day terms (each a “Renewal Term”) unless either party notifies the other party in writing of its intent not to renew the Service(s) under the applicable Service Order and such notice is provided at least thirty days prior to the Initial Term or the then-current Renewal Term, as the case may be. Any month-to-month Renewal Term shall at the rates set forth in the Service Order associated with such line of Service, unless otherwise agreed to by the parties in writing. The Initial Term and any subsequent Renewal Terms are collectively be referred to as a “Term.”
(b) Termination for Default. In addition to any other termination rights under this MSA, either party (the “Non-defaulting Party”) may terminate this MSA if the other party (the “Defaulting Party”): (i) is or becomes insolvent; (ii) makes an assignment for the benefit of creditors or a receiver is appointed to take charge of all or any part of the Defaulting Party’s assets or business; (iii) is the subject of a bankruptcy, whether voluntary or involuntary; or (iv) materially breaches any of its obligations under this MSA and such breach is not cured within ten days after the Non-defaulting Party notifies the Defaulting Party in writing of such breach. Either Party may terminate any applicable Service Order pursuant to Section 10(b)(iv) without terminating the MSA. If USCC terminates pursuant to this Section 10(b), You will still be responsible for any and all ETFs. In addition, USCC will be entitled to seek any other remedies that may be available to it at law or in equity.
(c) Early Termination by You. In addition to Section 11(b), You may also terminate the MSA or any Service Order (or portion thereof) for non-default and for convenience, at any time, subject to any applicable ETFs. If this MSA or any Service Order (or portion thereof) is terminated by You pursuant to this Section 11(c), You will be assessed all ETFs as applicable under any Service Order and the terms of this MSA. Your request to port any number will be considered notice to USCC to terminate Service immediately and all ETFs will apply.
(d) Early Termination by USCC. In addition to Section 11(b), USCC may also terminate this MSA or any applicable Service Order (or portion thereof) for non-default and for convenience at any time (with or without notice as may be required). USCC shall not be in default of this MSA if it is unable to provide Service or if it ceases to provide Service in any applicable Home Market. If USCC terminates the MSA or any applicable Service Order (or portion thereof) pursuant to this Section 11(d), You will not be assessed any applicable ETFs. Notwithstanding Section 11(e), if USCC terminates pursuant to this Section 11(d), monthly recurring charges for Services shall be prorated to coincide with the termination date and depending on the type of Service and usage incurred during the month of termination, such a proration may result in You incurring overage charges.
(e) Consequence of Termination. Upon termination of the MSA or any Service Order (or portion thereof), Your Services will be discontinued. You will be billed and you will be responsible for all applicable ETFs. Furthermore, in addition to any applicable ETFs, You will be responsible for the re-payment of any promotional credits, if any and any other applicable cancellation or termination charges as may be specified in any Related Document. Termination of Service by You or USCC may occur at any point during the month, but You will remain responsible for all fees and charge through the end of Your billing cycle for that month and there will be no proration for purposes of calculating any ETF. In addition to any applicable rights and remedies under law or equity, upon termination or expiration of this MSA or any applicable Service Order (or portion thereof): (i) USCC has the right to recover any amounts due to USCC, including any ETF; (ii) You shall pay all amounts due hereunder to USCC; (iii) You shall return any Equipment that requires returning; and (iv) USCC shall cease to provide Service hereunder.
(f) Upon expiration or termination of a Service Orders and/or the MSA, as the case may be, all terms under the applicable document shall terminate except for those provisions that are by their nature intended to survive termination. A termination of all Service Orders will terminate the MSA.
A “Volume Commitment” or “Revenue Commitment” is any volume or revenue commitments set forth in any Service Order. If a Volume Commitment or Revenue Commitment applies, You are responsible for the value of such Volume Commitment and/or Revenue Commitment as applicable under the Service Order. If you fail to meet any such commitment, You will be billed for the full value of such committee and you shall pay for the value of any unfulfilled commitment unless otherwise stated in any Service Order or agreed to by the parties in writing.
(a) Appointment. Upon setup of Your account and anytime thereafter, You may appoint one or more persons to manage or service Your account and/or have access to Your account information (“Authorized Users” or “Authorized Contact”) by completing and submitting the Business Account Authorization Form (“Authorization Form”) which is available to You upon request. An Authorized User is Your agent for purposes of this MSA, and You are responsible for all actions of the Authorized User as though You were performing such actions Yourself. An Authorized User may also be a Service User, but is not required to be a Service User and may be a third party you designate as an Authorized User. The Authorized User may be a person or a business organization including, but not limited to a company, contractor, non-employee, employee or any person whom You name in the Authorization Form. If You name a business organization as an Authorized User without naming a specific person, then any person representing to be affiliated with such business organization will be treated as an Authorized User.
(b) Access. An Authorized User, depending on the level of authority specified in the Authorization Form, may be able to access your account information and/or make changes to Your account, including but not limited to, view information about the account, add and/or terminate lines of Service, purchase Equipment, extend and/or renew commitment term, execute Service Orders, make payments on the account, receive account information from USCC and act as an account owner. USCC is not responsible for your Authorized Users and/or any use of CPNI or other account information by such Authorized User. You also authorize USCC to release account information to the Authorized User. The Authorized User will have the authority granted in the Authorization Form until such authority is revoked by You in writing. You are solely responsible for any request made by Your Authorized User and information accessed or received by Your Authorized User. You are solely responsible for ensuring Your Authorized Users comply with any of Your guidelines with respect to data security, confidentiality and their use of Your account information. Any of Your representatives submitting an Authorization Form will be presumed to have proper authority to submit such Authorization Form.
If any Equipment is lost, stolen or otherwise absent from Your possession and control, You are responsible for all charges until You properly report the loss, theft or other occurrence to USCC. USCC may require You to provide USCC with a police report or sworn statement verifying the loss or theft before waiving any charges. No such report shall be deemed to be a notice of termination of this MSA or any Service Order.
The parties shall attempt in good faith to resolve any dispute, claim or controversy arising out of or relating to this agreement or the breach, termination, enforcement, interpretation or validity Thereof (collectively known as the “dispute”) promptly by negotiation between executives who have Authority to settle the dispute. Any party may give the other party written notice (“notice”) of any Dispute. Within 15 days after delivery of the notice, the receiving party shall submit to the other A written response. The notice and response shall include with reasonable particularity (a) a Statement of each party’s position and a summary of arguments supporting that position and (b) the Name and title of the executive who will represent that party. Within 30 days after delivery of the Notice, the executives of both parties shall meet virtually at a mutually acceptable time. Either Party may initiate arbitration with respect to the dispute by filing a written demand for it at any Time following the initial negotiating session or at any time following 45 days from initiating or Receiving notice of the dispute, whichever occurs first.
Any dispute which is not resolved through negotiation as provided above, shall be determined by Arbitration before one arbitrator. The arbitration shall be administered by jams pursuant to jams’ Streamlined arbitration rules and procedures. Both parties acknowledge that this agreement is a Transaction involving interstate commerce and is therefore governed by the federal arbitration act. Judgment on the award may be entered in any court having jurisdiction. By agreeing to arbitration, Both parties are waiving their right to litigate in court including any right to a jury trial. Unless USCC and customer otherwise mutually agree, all hearings under such arbitration shall take Place virtually. At your option, you may bring an action against uscc in small claims court, Notwithstanding this agreement. The parties agree that all claims, whether in arbitration or in Small claims court, shall be treated individually and there shall be no consolidation of claims, Class actions, representative actions or private attorney general actions. This provision requiring Individual treatment of all claims is not severable and should this provision be deemed Unenforceable at any time by any arbitrator or by any court of competent jurisdiction, this Arbitration clause shall be null and void in its entirety. This arbitration provision survives the Termination of this agreement. For additional information about commencing an arbitration Proceeding and how the process works, you may contact jams at 800-352-5267 or visit its website: jamsadr.com.
If You are a person, firm or organization, other than the individual user of the Service, the individual agreeing to this MSA and/or any Service Order on behalf of You hereby certifies having authority to agree on behalf of You.
USCC liability regarding your use of the services or related equipment or the failure of or Inability to use the service or equipment, is limited to the charges you incur for the applicable Service or equipment during the affected period. This means uscc is not liable for any incidental, Indirect or consequential damages (including, without limitation, lost profits or lost business Opportunities), damages for personal injuries or property damages, punitive or exemplary damages or Attorneys’ fees.
USCC makes no warranty regarding the services, equipment or software and disclaims any implied Warranty, including any warranties of merchantability, infringement or fitness for a particular Purpose. USCC is not responsible for circumstances beyond its control, including without limitation, Acts or omissions of others, pandemics, epidemics, atmospheric conditions or acts of god. USCC does Not manufacture equipment or software and your only warranties and representations with respect to Equipment or software are those provided by the manufacturer (with respect to which uscc has no Liability whatsoever). USCC shall have no liability to you or any end user for the accuracy, Timeliness or continued availability of any service. USCC shall have no liability to you or any end User for any intellectual property infringement or misappropriation with respect to any element of The service provided by any third party through or in conjunction with USCC. In addition, without Limiting the generality of the foregoing, USCC specifically disclaims the suitability of the service For use in mission critical applications or in hazardous environments requiring fail safe controls, Including without limitation, operation of nuclear facilities, aircraft navigation or communication Systems, air traffic control and life support or weapons systems.
All intellectual property, including, without limitation, trade secrets, know-how, methodologies and processes related to any USCC Service or Equipment or otherwise made known or available to You in connection with USCC provisioning of the Services or Equipment under this MSA shall at all times remain the exclusive property of USCC or its suppliers (as the case may be). No licenses, express or implied, under any patents are granted by USCC to You.
(a) Legal Notice. All legal notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given when either personally served or after 3 business day if mailed by certified, registered mail, return receipt requested or after 1 business day if delivered by a reputable overnight delivery service or by facsimile transmission to: USCC Services, LLC, Attn: Legal and Regulatory Affairs, 8410 West Bryn Mawr, Chicago, IL 60631, FAX #: (773) 864-3133 and a copy to John P. Kelsh, Esq., Sidley Austin LLP, One S. Dearborn Street, Chicago, IL 60603, FAX #: (312) 853-7036. All notice to you will be sent to the billing address appearing on Your bill unless You otherwise give us written notice. If either party changes its Notice address during the term of the MSA, it shall so advise the other party in writing and all notices thereafter required to be given shall be sent to such new address.
(b) Other Notice. When USCC is required to give notice for changes due to new legal requirements, changes within USCC’s business (including policies), a need to clarify USCC’s practices or general notices applicable to all customers, USCC will determine the most appropriate method for accomplishing the need which may include one or more of the following: (i) posting the notice on the USCC website, (ii) bill insert or message, (iii) correspondence via U.S. Postal Service; or, (iv) via a call, email and/or text. Your continued usage of or payment for the Service after the effective date of any change for which You receives notice will be deemed Your acceptance of the change(s). You must contact USCC at the number shown on Your monthly billing statement prior to the effective date of any modification to discontinue the affected Service if You do not agree with the changes described in any such notice.
Each party shall comply with all applicable laws, rules and regulations in its performance hereunder.
Neither party shall, without the prior written consent of the other party: (i) use any name, trade name, trademark, service mark or symbol (“Marks”) of the other party in advertising, publicity or otherwise; (ii) represent, directly or indirectly, that any service or equipment provided by such party has been approved or endorsed by the other; (iii) issue press releases or publicity or make any public statements that in any way relate to this MSA; or, (iv) refer to the other party in any brochures, client listings, advertisements or other similar materials. A party’s permission granted under this Section 22 may be withdrawn by the other Party at any time at its sole discretion upon written notice. A termination of this MSA will constitute a withdrawal of any permission granted unless the parties otherwise mutually agree in writing. In connection with any permissions granted under this Section 22, each party shall conform to the guidelines and standards set by the party granting the permissions.
You acknowledge that, pursuant to Section 22.383 of the FCC’s Rules (47 C.F.R. Section 22.383), only FCC licensees are authorized to install and operate any “in building radiation systems” or “in building repeater systems” as defined in Section 22.99 of the FCC’s Rules (47 C.F.R. Section 22.99) and that the installation and operation of any such system can take place only with USCC’s consent and under its supervision and control. During the term of this MSA, You shall not install on its premises any such system without USCC’s prior written consent.
Upon request by You and subject to USCC’s written approval, which may be withheld in its sole discretion, Your affiliates and subsidiaries may purchase Service or Equipment from USCC pursuant to the terms and conditions of this MSA by executing a Service Order. You shall guarantee the performance of its approved affiliates and subsidiaries obligations under this MSA. Such affiliate contract will be a separate but Related Document incorporating the terms of this MSA.
You hereby authorize business references or consumer and credit agencies to furnish USCC with credit records, ratings and history.
USCC may collect, process and share Confidential Information and CPNI about You or Your account consistent with USCC’s privacy policy, available at uscellular.com/privacy, without further specific notice to You and You hereby agree to such use. You hereby authorize and consent to allow USCC and/or its third party collection agencies to contact You regarding Your account status. Such contact may be made by live persons or pre-recorded messages to any mailing address, telephone number, wireless telephone number, e-mail address or any other electronic address that You provide. You agrees that such contact may be made by an automatic telephone dialing system, automatic e-mailing system or any other automatic electronic messaging system.
You and USCC acknowledge that by reason of our relationship under this MSA, each party may have access to and/or acquire Confidential Information of the other party. Each party receiving Confidential Information (“Receiving Party”) agrees to protect from disclosure to third parties all such Confidential Information received from the other party (“Disclosing Party”), both orally and in writing, with the same degree of protection it uses to protect its own confidential information of a similar nature (but in no event less than reasonable care); provided, however, that the Receiving Party may disclose the terms of this MSA to its legal and business advisors if such third parties agree to maintain the confidentiality of such Confidential Information under terms no less restrictive than those set forth herein. The Receiving Party further agrees to use the Confidential Information only for the purpose of performing its obligations under this MSA. Notwithstanding the foregoing, the obligations set forth herein shall not apply to Confidential Information which: (a) is or becomes a matter of public knowledge through no fault of or action by the Receiving Party; (b) was lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party; (c) subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party who is lawfully in possession of such Confidential Information without restriction; (d) is independently developed by the Receiving Party without resort to the Confidential Information; or (e) is required by law or judicial order, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such required disclosure in order to afford the Disclosing Party, if permitted and if applicable, an opportunity to seek a protective order or other legal remedy to prevent the disclosure and shall reasonably cooperate with the Disclosing Party’s efforts to secure such a protective order or other legal remedy to prevent the disclosure. If there is a conflict between this Section 27 and the USCC Privacy Policy, the Privacy Policy shall govern. The Parties agree that a violation of this paragraph may cause irreparable and substantial damage and that no adequate remedy may be available at law or in equity and so may be enjoined through injunctive proceedings in addition to any other rights and remedies available at law or in equity.
The Parties are independent contractors. The Parties expressly acknowledge that nothing in this MSA will be construed to create or imply a partnership, joint venture, agency relationship or contract of employment. Neither Party will have the authority to make any statement, representation or commitment of any kind or to take any action that will be binding on the other Party except as authorized in writing by the Party to be bound.
No delay, failure or default, other than a failure to pay charges when properly due, will constitute a breach of this Agreement to the extent caused by hurricanes, earthquakes, epidemics, pandemic, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, acts of war, terrorism, acts of governments such as expropriation, condemnation, embargo, changes in laws and shelter-in-place or similar orders or other causes beyond the performing Party’s reasonable control and without the fault or negligence of the Party claiming a Force Majeure event to excuse its performance (each and collectively “Force Majeure Event”). If a Force Majeure Event occurs as defined herein, either Party shall be excused from performing any obligations under this Agreement but only to the extent such Force Majeure Event occurs and prevents a party from performing its obligations under this MSA (except for any payment obligations). You shall not have the right to any credits from USCC for costs, expenses or otherwise incurred by You as a result of any Force Majeure Event.
USCC delivers wireless emergency alerts (“WEAs”), at no additional charge, to capable devices of customers throughout its service area and through roaming arrangements in most circumstances. Participation in the WEA program by wireless providers such as USCC is voluntary, but those that offer the service must adhere to the technical and operational requirements established by the FCC. The FCC has recently adopted certain enhanced WEA features that USCC is deploying in its network. However some devices may not be able to access some or all of these enhanced features. USCC makes no representation concerning the suitability of any device to receive WEAs. For additional information about WEAs, please see the USCC website at uscellular.com/support/wireless-emergency-alerts.
This MSA shall be governed by, construed and enforced in accordance with the laws of the State of Illinois. In the event of any conflict between this MSA and the applicable laws or tariffs of any local, state or federal body, such laws or tariffs shall control to the extent applicable.
USCC’s failure to enforce any right or remedy available under this MSA is not a waiver. If any part of this MSA is held invalid or unenforceable, the remainder of this MSA will remain in force.
Neither party shall have the right to assign or transfer its rights or obligations pursuant to this MSA without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign or transfer this MSA to a successor as a result of a merger, consolidation, acquisition, reorganization or sale of all or substantially all of such party’s assets without the prior consent of the other party. No such assignment or transfer shall have the effect of increasing the obligations of either party under this MSA. The terms and conditions of this MSA will inure to the benefit of and shall be binding upon, each party’s successors and permitted assigns.
The section headings in this MSA are intended for convenience only and will not affect the interpretation or construction of any provision of this MSA.
The termination or expiration of this MSA will not affect or prejudice either party’s accrued rights hereunder.
The parties will comply with all applicable federal, state and local laws in connection with their performance under this MSA.
In addition to those provisions that specifically provide for survival beyond termination, all provisions that should naturally extend beyond the termination of this MSA will survive termination of this MSA for any reason, including those regarding ownership, indemnification, warranties, liabilities and limits thereon and confidentiality and/or protection of proprietary rights and trade secrets, which will survive indefinitely or until the expiration of any time period specified elsewhere in this MSA with respect to the provision in question.
This MSA is the entire agreement between You and USCC regarding the subject matter hereof. All prior or contemporaneous agreements, proposals, promises, understandings and communications between You and USCC or any employee or agent of USCC regarding the subject matter hereof, whether oral or written, are superseded by and merged into this MSA. This Agreement will not be supplemented or modified by any course of dealing or trade usage. Except as otherwise provided in the MSA or any Service Order, this MSA or any Service Order may not be modified or amended or any rights of a party to it waived except in a writing signed by duly authorized representatives of the parties hereto.