Terms Of Purchase

These MotherMobile Terms of Purchase (the “Agreement”) are between YafaiCo LLC (“MotherMobile”) and you and the entity you represent, as applicable, (“you” or “Listing Participant”) and shall be effective as of your acceptance of this Agreement by checking the “I agree” box on the Site (as defined below).

WHEREAS, from time to time MotherMobile holds auctions or otherwise offers for sale (each, a “Listing”) of used and/or returned wireless devices and other equipment and accessories ( “Inventory Products”) with a MotherMobile representative.

WHEREAS, the Listing Participant desires to participate in Listings as a prospective buyer on the Site; and

WHEREAS, MotherMobile requires Listing Participants to agree to the following terms and conditions prior to being permitted to view, bid upon, or purchase Inventory Products from the Site to participate in a Listing.

NOW, THEREFORE, for and consideration of the promises herein contained, and other good and valuable consideration, Listing Participant agrees as follows:

• Listing Participant’s eligibility to participate in a Listing is subject to MotherMobile’s criteria for approval to participate.
• Listing Participant shall maintain at all times a valid resale certificate and shall provide such certificate to MotherMobile upon request.
• To be eligible to be awarded a Listing, Listing Participant’s bid must (1) exceed the reserve amount and all other submitted bids and (2) be accepted by MotherMobile at its sole discretion. Once MotherMobile accepts a bid for Inventory Products, it shall be a binding agreement pursuant to which Listing Participant shall purchase and pay for such Inventory Products.
• All sales are final and all Inventory Products is sold to the Listing Participant “AS IS” and without any warranty of any kind, express or implied. MotherMobile specifically disclaims all other warranties and representations, including those of merchantability, fitness for a particular purpose, title, non-infringement, or any warranty arising by usage or trade or course of dealing.
• MotherMobile may cancel a Listing at any time for any reason.
• If Listing Participant is the successful bidder of Inventory Products:
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MotherMobile Intellectual Property II, LP (“MotherMobile IP”) shall grant a one-time, nonexclusive, non-assignable, royalty-free permission to use the carrier Logos located on the branded Inventory Products, however Listing Participant shall:

Remove all customer proprietary network information (“CPNI”) (as that term is defined in Section 222 of the Communications Act of 1934, 47 U.S.C. 222, as amended) and any personal data, including but not limited to usage data, content, and/or applications (“MotherMobile User Data”) from purchased Inventory Products.

Strictly control access to all CPNI and MotherMobile User Data and limit that access to employees, agents, and subcontractors of Listing Participant on a need-to-know basis. Listing Participant will immediately notify MotherMobile upon its discovery of any breach, or potential breach in security of CPNI or MotherMobile User Data.

Listing Participant warrants that it will take the necessary steps to remove from devices all of the following but not limited to CPNI, MotherMobile User Data, personal information, apps, and personal content (“Clear”) for every device sold. Listing Participant will further warrant that it will validate that all devices have been Cleared of Customer Information before shipping outside the United States. Listing Participant will provide a record of Clearing to MotherMobile upon request.

Listing Participant warrants that all Customer Information has been removed from any device prior to device sale. Listing Participant further warrants that only devices meeting all Clearing requirements shall qualify for resale.

Listing Participant shall provide MotherMobile with documentation of its processes for the removal of CPNI from purchased Inventory Products (“CPNI Removal Process”). If Listing Participant is the successful bidder at a Listing, Listing Participant shall, upon MotherMobile’s request, provide MotherMobile with a written certification of its compliance with Listing Participant’s CPNI Removal Process in connection with such purchase. Listing Participant will promptly notify MotherMobile of any material revision or change to its CPNI removal processes.

• Buyer Classification

Four (4) Classification of Buyers altogether should be considered “Listing Participant.”

R2 Certified Buyers that have an R2 Certified facility in the United States (each, an “R2 Certified Buyer”).

R2 Certified Buyers that only have an R2 Certified facility outside of the United States (each, a “Non-US R2 Certified Buyer).

Non-R2 certified Buyers are buyers that are located in the United States but are not R2 Certified (each a “Non-R2 Buyer).

Non-R2 certified Buyers located outside the United States and are not R2 Certified (each a “Non-R2/Non-US Buyer).

Access to view, bid, and purchase lots may be limited. For example, Non-R2/Non-US Buyer will only be able to view, bid on and purchase functionally passed devices that are designated with a plus symbol “+” or any other functional symbol MotherMobile decides to use to signify a functionally tested and passed device.

R2 Certified Buyers that have an R2 Certified facility in the United States (each, an “R2 Certified Buyer”).

R2 Certified Buyers that only have an R2 Certified facility outside of the United States (each, a “Non-US R2 Certified Buyer”).

Non-R2 certified Buyers are buyers that are located in the United States but are not R2 Certified (each a “Non-R2 Buyer”).

Non-R2 certified Buyers located outside the United States and are not R2 Certified (each a “Non-R2/Non-US Buyer”).

R2 Certification

R2 Certified Buyer or Non-US R2 Certified Buyer (all together considered “R2 Buyer”) warrants that it is, R2 Certified, that it will at all times remain R2 Certified, and that it has taken all necessary preparation and training for being R2 Certified and ensuring continued R2 Certification. R2 Buyer also warrants it will ensure annual maintenance of its R2 Certification by taking the necessary steps to renew its facility R2 License(s) and remain at all times in good standing under the R2 Standards. R2 Buyer further warrants that at the end of its R2 Certification term, R2 Buyer will take all necessary steps to recertify in a timely manner to ensure no interruption in R2 Certification.

R2 Buyer warrants that Clearing devices of Subject Data (including destruction where applicable) will only be conducted within R2 Buyer’s R2 Certified facility(ies.). R2 Buyer warrants that it conforms to all provisions of R2 Standards and is current on all audits and oversight required by R2 certification and that all fees have been paid and all required documents have been signed to maintain this certification.

If for any reason R2 Buyer loses its R2 Certification, R2 Buyer agrees to notify MotherMobile within 24 hours. Access to the totality of the products on MotherMobile’s online Listing will be immediately suspended. Notwithstanding the suspension from the Listing, R2 Buyer shall continue to take all measures necessary to ensure the continued security of the Subject Devices and the Subject Data and have access to the functionally passed product available for liquidation from MotherMobile.

When reselling carrier-branded Inventory Products, Listing Participant shall include only such batteries of OEM grade and quality. Listing Listing Participant shall, under no circumstances, include an aftermarket battery that excludes a safety chip.

• MotherMobile may, at its sole discretion, suspend or terminate Listing Participant’s eligibility to participate in a Listing at any time and for any reason.
• Conditions to Sale; Payment

Purchase Price

In consideration for Listing Participant's payment of the Purchase Price, MotherMobile hereby agrees to sell to Listing Participant such Inventory Products for which Listing Participant has posted the winning bid pursuant to Listing Participant compliance with the terms set forth in this Agreement, Email Notification, and Invoice from MotherMobile. Listing Participant must pay the Purchase Price for the Inventory Products by wiring to the bank account set forth in the wiring or payment instructions in the Invoice. Listing Participant’s failure to pay the Purchase Price means that the Winning bid will be forfeited and MotherMobile has the right to relist the Listing or sell to the next highest bidder in its sole discretion. Nothing in this Agreement shall otherwise obligate MotherMobile to sell Inventory Products to Listing Participant.

Taxes. MotherMobile will collect and Listing Participant shall be responsible for payment of all applicable state and local taxes in connection with purchases hereunder. Listing Participant is also responsible for all shipping costs and any other expenses incurred in connection with purchases hereunder.

While MotherMobile strives to provide accurate product and bid information (“Listing Data”), typographical or system errors may occur. In the event that bids for Inventory Products are incorrectly listed or Inventory Products are listed with incorrect information due to an error in quantity or other product information, MotherMobile shall have the right, at its sole discretion, to refuse or cancel any purchases placed for such Inventory Products. In the event that MotherMobile must cancel a bid or purchase, MotherMobile will cancel Listing Participant bid or purchase and notify the Listing Participant by email of such cancellation. Accessories such as cables, batteries, and original boxes, will not be included unless specifically delineated in the Listing Data.

Payment Terms. Listing Participant shall submit the Purchase Price to MotherMobile under the payment terms set forth in the Email Notification, Invoice, and on the Site. MotherMobile may revise the payment terms from time to time in its sole and absolute discretion upon notice to Listing Participant; provided, however, that any change to payment terms will not be effective for any then-pending sale but will only be effective for sales subsequent to such notice. Upon payment, MotherMobile will sell, assign, transfer, and convey to Listing Participant all of MotherMobile’s rights, title, and risk of loss to Listing Participant immediately.

Listing Participant will not have access to any carrier customer information, including without limitation, sales receipts, addresses, phone numbers, credit card numbers, or other personally identifiable information, if the Listing Participant receives any such information that may be included with the Inventory Products, Listing Participant warrants it will not use such information and agree to promptly notify MotherMobile and then remove, delete, and destroy all such information after agreement from MotherMobile. Listing Participant shall not under any circumstances (i) identify MotherMobile, its parent or any of its affiliates or divisions as the source of the Inventory Products; (ii) advertise the Inventory Products using any name relating to MotherMobile, its parent or any of its divisions or affiliates, or any of its or their private labels, in any manner; (iii) make reference to MotherMobile or its parent or any of its affiliates or divisions in any signing or advertising; or (iv) advertise the Inventory Products using any name related to MotherMobile’s suppliers.

Shipment and Acceptance of Inventory products

Listing Participant shall (i) submit all required documentation; (ii) remit payment for the purchased Inventory Products by wire transfer to MotherMobile; and (iii) complete the checkout process within two (2) business days upon Listing Participant’s receipt of email bid award notice. MotherMobile is not obligated to release purchased Inventory Products for shipment until MotherMobile has received the required documentation and full payment.

• Expenses associated with transporting and insuring purchased Inventory Products are the responsibility of Listing Participant. Title and risk of loss of purchased Inventory Products pass to Listing Participant upon payment of Inventory Products provided by the MotherMobile identified third-party logistics provider. Listing Participant or your agent shall have the right to count the number of pallets containing the Inventory Products to confirm the quantity of pallets matches the shipping manifest prior to accepting possession. You expressly acknowledge and agree that you shall have no right to refuse or return the Inventory Products after accepting possession of the Inventory Products at the Inventory Location
• Listing Participant shall maintain complete and accurate records relating to its performance of its obligations under this Agreement. MotherMobile shall have the right to request at any time such records as are necessary to verify compliance with the terms hereof. MotherMobile shall also have the right to review at Listing Participant’s premises no more than once a year, during normal business hours, such records as MotherMobile deems necessary to verify compliance with the terms hereof. Such review shall include the right to inspect and photocopy Listing Participant’s records. MotherMobile shall give Listing Participant five (5) business days advance written notice of its intent to review its records.
• Compliance with Laws.

Listing Participant is solely responsible for compliance with any and all laws applicable to its purchase, use, resale, distribution, or disposal of any Inventory Products purchased pursuant to this Agreement.

Listing Participant agrees to fully comply with all applicable export control laws, regulations, rules, and orders of the United States or anywhere in the world, and will not export, re-export, release, or transfer, directly or indirectly, any commodities, software, or technology, including any Inventory Product, for any proscribed end-use; to any entity engaged in the manufacture of nuclear, biological, or chemical weapons, or missile technology; or to any proscribed country (including without limitation Cuba, Iran, North Korea, Sudan, or Syria), entity, or person (wherever located), including but not limited to those entities and persons listed on the U.S. Government's Denied Persons List, Unverified List, Entity List, Debarred Parties List or Specially Designated Nationals List, without first obtaining at its own expense written authorization from the U.S. Government authorizing such export, re-export, release, or transfer.

Listing Participant represents warrants and covenants that it will comply with all applicable federal, state, and local laws, statutes, acts, ordinances, rules, codes and regulations, guidance, circulars, executive orders, and other official releases of or by any government, or any regulatory or other authority, department or agency thereof, in any applicable jurisdiction anywhere in the world in connection with the Inventory Products, including, but not limited to, those applicable to refurbishing, reselling, recycling and any other disposition and/or treatment, use or disposal of used consumer electronics (in whole or in part).

Listing Participant shall indemnify, hold harmless, and defend MotherMobile and its affiliates, and their agents and employees, against any claim, liability, loss, damage, cost or expense, including reasonable attorneys' fees, arising from or in connection with or resulting from: (i) any sale, use or handling of the Inventory Products, including any recall of the Inventory Products, (ii) any infringement or misappropriation of any proprietary right by Listing Participant, (iii) Listing Participant’s acts or omissions with respect to Inventory Products purchased hereunder, or (iv) for Listing Participant’s noncompliance with any term of this Agreement. Listing Participant’s duty to indemnify, hold harmless, and defend MotherMobile against any loss extends to such loss as may be caused or alleged to be caused in part, by the negligence of MotherMobile to the fullest extent that such indemnification is permitted by applicable law. Listing Participant acknowledges and agrees that MotherMobile shall have no obligation to indemnify, hold harmless, and defend Listing Participant or any of its agents, employees, affiliates, contractors or representatives or customers for anything whatsoever under this Agreement including with respect to MotherMobile’s provision, distribution of sale of Materials, and Listing Participant’s provision, distribution, use and/or re-sale of materials hereunder.

• Confidential Information. Listing Participant acknowledges that by reason of its relationship to the other party hereunder it will have access to certain information and materials concerning MotherMobile’s business that is confidential and of substantial value to the MotherMobile, which value would be impaired if such information were disclosed to third parties. In particular, the Listing Participant hereto acknowledge that the information regarding the Purchase Price and any particular sale are confidential to MotherMobile. Listing Participant will protect and not disclose information that is considered confidential and use this information only to fulfill its obligations under these Terms of Purchase. You may not make any public announcement about these Terms of Purchase without MotherMobile’s prior written approval and consent.
• You agree that MotherMobile’s reputation would be irreparably harmed by your failure to Clear any and all data from each Inventory Product (other than data required to operate the Inventory Product) prior to sale or other disposition (each such product, an “Unwiped Product”). You agree that in the event you permit any Unwiped Products to be subsequently resold and any personally identifiable information is made available publicly or to any other third party, it would be impracticable and extremely difficult to ascertain the number of actual damages caused by the breach of your obligation to remove such data (“Liquidated Damages Breach”). Therefore, in addition to any non-monetary or other remedies under this Agreement for Liquidated Damages Breach, MotherMobile will recover, as reasonable liquidated damages and not as a penalty, the amount of $7,500 per Unwiped Product. Listing Participant agrees that (a) nothing in this section is intended to limit MotherMobile's right to obtain injunctive and other equitable relief as may be appropriate, be it for a Liquidated Damages Breach or any other breach of this Agreement, (b) the liquidated damages set forth above is not an exclusive remedy nor a limitation on any monetary damages MotherMobile is otherwise entitled to recover for any breach of this Agreement other than a Liquidated Damages Breach and (c) you are not relieved of any obligation to defend, indemnify and hold MotherMobile harmless as set forth in this Agreement.
• Force Majeure. MotherMobile shall not be liable to Listing Participant for failure or delay in performance hereunder due in whole or in part to an act of God, strike, lockout or other labor dispute, civil commotion, sabotage, fire, flood, explosion, acts of any government, unforeseen shortages or unavailability of fuel, power, transportation, or supplies, and any other causes which are not within MotherMobile‘s reasonable control, whether or not of the kind specifically enumerated above.
• No delay or omission by MotherMobile to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by MotherMobile of any breach, condition or covenant shall not be construed to be a waiver of any succeeding breach or condition or of any other covenant. All waivers must be in writing and signed by MotherMobile
• The laws of the State of Texas (excluding any laws that direct the application of another jurisdiction’s law) govern all matters arising out of or relating to this Agreement and all of the transactions it contemplates, including its validity, interpretation, construction, performance, and enforcement.
• If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force.
  
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  Privacy Policy
  User information will only be used for the service they have explicitly opted in for and will not be used for other services provided on this shortcode.
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This Agreement supersedes all prior oral and written communications, agreements, and understandings of the Listing Participant and MotherMobile, if any, with respect to the subject matter contained in this Agreement.