TravelCell™ (“TravelCell”) and Customer (person or entity placing the order with TravelCell™) hereby agree to the following terms and conditions (“Terms and Conditions”) with respect to the provision of telecommunications equipment, including, but no limited to wireless devices, satellite phones, SIM cards, data cards, mobile routers and peripheral equipment (collectively the “Equipment”) and related services (the “Service”).  These Terms and Conditions are accepted by Subscriber upon placement of an order for Equipment, whether such order is made via travelcell.com (“Website”) or through some other method.  These Terms and Conditions constitute a binding and enforceable legal agreement between the parties.  Special offers through various business partners may incorporate additional or varied terms and conditions. In such circumstances, those special terms and conditions will prevail and shall be incorporated into this agreement by reference. 

TRAVELCELL™ LLC TERMS AND CONDITIONS

TravelCell™ LLC (TravelCell™) and Customer (the Customer) hereby agree to the following terms and conditions with respect to the provision by TravelCell™ to Customer of the wireless telephone and peripheral equipment (the Equipment) and related services (the Services) which are described in the Rental Agreement attached hereto and incorporated herein by reference.

Authorization

1.1 If the Customer is an entity other than an individual, then the person signing the Agreement represents and warrants that he/she has been properly authorized and empowered to enter into the Agreement on behalf of such entity.

Equipment Delivery and Acceptance

2.1 TravelCell™ will use reasonable efforts to deliver the Equipment by the requested Delivery Time but it shall not incur any liability to the Customer in the event of any delay caused by Force Majeure or other circumstances beyond its control.

2.2 Customer will accept the Equipment when delivered on or before the Delivery Time. If, for any reason, Customer fails to accept the Equipment when delivered on or before such date, Customer shall nevertheless be liable for the stated Rental Charge plus any usage during the Rental Period, which ends when the device(s) return is/are confirmed by TravelCell™.

The “Rental Period” is defined as the time between when the device(s) is/are shipped from  TravelCell™ until such time as it/they are returned to TravelCell™, unless otherwise agreed upon by both parties in writing.

2.4     Subscriber shall examine the provided Equipment upon receipt and notify TravelCell™ immediately if said Equipment is not in good working order at the time of receipt by Customer.  Customer will notify TravelCell™ immediately if Equipment delivered differs from what was ordered.

2.5     If TravelCell™ is not notified by telephone or email within 24 hours of receipt of Equipment by Customer, Customer understands and accepts that Equipment is operational and as ordered.

Equipment Return

3.1     Unless otherwise agreed with TravelCell™, Customer shall return Equipment to TravelCell at the end of the Rental Period, at the designated return address. Equipment must be in good working order and in the same condition as it was when received by Customer.  Customer shall return Equipment in the packaging provided by TravelCell™ in accordance with shipping instructions provided by TravelCell™ at the time of Equipment delivery.  Should Customer return Equipment by other means than those provided in the included shipping instructions, Customer will be responsible for any loss or damage suffered while Equipment is in transit between Customer and TravelCell™.

3.2     Equipment returned without all of its originally shipped components, including, but not limited to chargers and protective cases, will cause Customer to be assessed additional charges to cover the cost of the missing components.

Charges

4.1 Customer will pay the rental charge for the Rental Period.  Equipment rental charges apply to full days and half days. A late fee shall be applied to any equipment not returned within a two day grace period following the scheduled return date.

4.2 Customer will pay any and all usage-based charges for all calls, messages, data usage, overages, or other communications made on, or received by Equipment after delivery, until such time as Equipment is returned to and accepted by TravelCell™ or received by one of its representatives.

4.3     TravelCell™ may increase the usage charges in its sole discretion, as and when it deems appropriate. TravelCell™ will, at all times, seek to provide Customer with reasonable notice of any impending rate change. A mobile termination fee of 50¢ per minute may apply to calls routed through roaming carriers. Special or premium calls or usage may be billed at higher rates.   A termination fee may be applied to calls made to toll free numbers.  Calls originating from pay phones that terminate on a TravelCell-provided toll free number may be subject to an additional per call fee. 

4.4 Customer shall be billed for each incoming, outgoing, completed, non-completed or attempted call in full minute increments, with partial minutes rounded to the next full minute, as applicable, or, for data, based upon defined plans in accordance with standard wireless device standards and practices accepted by Travel Cell. 

4.5 Customer is responsible for phone service and airtime charges and applicable taxes, surcharges and fees incurred during the entire period the Equipment is rented, whether or not Customer personally makes the calls for which the charges are imposed.

4.6 TravelCell™ is entitled to bill Customer, on a delayed basis, at any time after the Equipment has been returned for any and all charges incurred during Customer’s rental term for Equipment.  This specifically includes charges incurred during Customer’s rental term of which TravelCell™ may, through no fault of its own, be aware of at the time the Equipment is returned and initial billing calculated.  All charges and other amounts billed pursuant to this Agreement are payable by Customer at the end of Rental Period as set forth in Section 4.6, or if not computed at the end of Rental Period, then upon demand given by TravelCell™ to the Customer.

4.7     The Rental Charge, including usage charges and any other amounts due TravelCell™ under this Agreement, are payable at the conclusion of the Rental Period. “Rental Period” is defined as that period of time between when Equipment is shipped from TravelCell™ to such time as it is returned to TravelCell™.  TravelCell™ shall be entitled to charge late fees on any amounts not fully paid within ___ days of Equipment return. In no event will any late payment charges exceed the highest lawful rate. Customer may request an extension of the term which may be granted at Travel Cell’s sole discretion.

4.8     Customer shall pay all Charges invoiced by TravelCell™ at the end of the Rental Period or, in the case of Rental Periods exceeding 30 days, immediately upon Customer’s receipt of TravelCell’s invoice[s].  Invoices that remain unpaid 30 days after they are generated will be considered delinquent.  TravelCell™ will be entitled to charge a late payment fee and/or assign the account to a professional collection agency if it deems that such action is warranted.

4.9     TravelCell™ reserves the right, at its sole discretion, and at all times, to charge Customer for excessive data usage and/or to restrict the bandwidth of any data connection.  TravelCell™ retains the right to terminate service, either temporarily or permanently for excessive or improper usage by Customer, as is defined by TravelCell’s Acceptable Use Policy, found at ___________________________.  Customer acknowledges that data charges can accrue very quickly. Customer agrees to its total and complete responsibility for all usages charges incurred over the Rental Term.

4.10    Customer must notify TravelCell™ of any disputed charges within 30 days of receipt of an invoice containing what Customer perceives to be an erroneous charge.  Customer waives the right to dispute any item contained on an invoice more than 30 days after the invoice has been received.

Theft or Loss

5.1     In the event of any loss, damage, theft or disappearance of the Equipment during Rental Period, regardless of circumstances, Customer shall pay to TravelCell™ on demand, an amount equivalent to the value of the Equipment as identified in the Rental Agreement, less any deposit retained by TravelCell™.

5.2 Customer has the option of selecting extended Theft & Loss Protection coverage, covering the full value of the Equipment with a $50 deductible, if accepted and signed in the appropriate space in the Rental Agreement. In the event Equipment is stolen or lost, Customer is liable for all usage charges incurred by or on such Equipment until the access code is deactivated or otherwise terminated by the wireless carrier.   5.3 Customer hereby authorizes TravelCell™ to query credit reporting agencies or trade references to furnish employment and credit information on Customer, and Customer consents to TravelCell™'s disclosure of credit information to credit reporting agencies.

5.3     In the event of Equipment loss or malfunction, Customer must notify TravelCell™ immediately.  Customer is responsible for all usage and associated charges incurred up to the time that the provider/carrier supporting TravelCell’s equipment disables it.  Insurance does not cover usage that occurs between the device is reported missing and when service is terminated.

Use of Equipment

6.1 Upon delivery of Equipment to Customer, TravelCell™ will provide an instruction leaflet on the use of the Equipment.

6.2 Customer will use the Equipment in a careful and proper manner and in accordance with the instructions and in no other manner.

6.3 Customer agrees that he/she will not:

6.3.1 affect any repairs or modifications to the Equipment without prior written approval from TravelCell;

6.3.2 remove or interfere with any certification markers affixed to the Equipment;

6.3.3 deface or modify the Equipment;

6.3.4 sublet or allow the use of the Equipment by any third party; or

6.3.5 attempt to dispose of Equipment or grant any interest in Equipment to any third party.

Repair and Replacement

7.1 If Equipment is not in working order when delivered, or subsequently malfunctions, then Customer must notify TravelCell™ immediately.

7.2 TravelCell™ will make all reasonable efforts to repair or replace Equipment as soon as possible after TravelCell™  has been notified of the problem by the Customer.  Provided Customer is not in breach of the Rental Agreement, TravelCell™ will make reasonable efforts to provide Customer with the same or similar equipment (which shall constitute Equipment for purposes of this Agreement) as soon as possible, for a period equivalent to the part of the Rental Period unexpired when the malfunction occurred.

7.3 If TravelCell™ finds that Equipment reported as faulty is in working order then Customer will pay the cost of collection and delivery of the replacement Equipment.

7.4     Customer shall pay the manufacturer's full retail price to TravelCell™ for any Equipment which is damaged or not returned at the end of the Rental Period.

Liability

8.1 TravelCell™ warrants that Equipment will be in working order when it is delivered to Customer.  TravelCell™ cannot be responsible for the performance of the Equipment or the operation of the telephone network to which it is connected, it being acknowledged by the Customer that Services may be temporarily interrupted (including calls dropped), delayed or otherwise limited as a result of a variety of causes, including, without limitation, transmission limitations, atmospheric and other natural conditions, system capacity limitations and system and/or equipment failure.

8.2     Travel Cell™ is not responsible for expenses incurred by Customer when TravelCell™’s equipment fails to function for reasons beyond TravelCell™’s control as defined in Paragraph 8.1.…

8.3 TRAVELCELL™ MAKES NO OTHER WARRANTIES, GUARANTEES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING WITHOUT LIMITATION, THE MERCHANTABILITY, ACCURACY, RELIABILITY, CONDITION OR FITNESS FOR A PARTICULAR PURPOSE OF THE EQUIPMENT OR THE WIRELESS COMMUNICATIONS SERVICES COVERED BY THIS AGREEMENT.

Subject to Section 9, Customer shall be solely responsible for and shall indemnify and hold harmless TravelCell™ against all claims, demands and liability arising as a result of lease, possession use, condition, operation or misuse of Equipment or the wireless communications access and/or services provided hereunder, whether in breach of Section 6 or otherwise arising.

TRAVELCELL™ WILL IN NO EVENT BE RESPONSIBLE NOR SHALL CUSTOMER MAKE ANY CLAIM AGAINST TRAVELCELL™ FOR ANY LIABILITY, CLAIM, LOSS, INJURY, DAMAGE OR EXPENSE OF ANY KIND (INCLUDING LOST PROFITS) WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL CAUSED BY THE EQUIPMENT OR THE FAILURE OF THE EQUIPMENT TO OPERATE CORRECTLY OR AT ALL OR DELAY, FAULTINESS (SUCH AS DEGRADATION OF SERVICE) OR FAILURE OF THE SERVICES.

8.3 Customer shall be liable to TravelCell™ for all expenses, including reasonable attorneys' fees, collection fees and court costs incurred in connection with any collection, repossession or other action brought to enforce TravelCell™'s rights under this Agreement.

Theft & Loss Protection

9.1 This Section will only apply if the Customer has paid for the Theft & Loss Protection option and any of Equipment is not returned to TravelCell™ in accordance with the provisions of these terms and conditions as a result of theft or accidental loss or damage.

9.2 Customer shall immediately notify TravelCell™ of any theft, loss of or damage to the Equipment and shall, if applicable, provide evidence of theft by submitting a copy of a written police report to TravelCell™ as quickly as is reasonably possible following the theft.

9.3 Once Equipment has been properly reported and verified to TravelCell™’s satisfaction as lost or stolen, then Customer will not be liable for the value of the Equipment set forth in the Rental Agreement even if the retail price of the Equipment which would otherwise have been payable by the Customer under Section 5 exceeds such amount. The foregoing notwithstanding, Customer will be liable for payment of any applicable Theft & Loss Protection deductible.

Ownership

10.1    Equipment, including the device and all accessories, will at all times remain the property of TravelCell™. Customer acquires no rights other than those associated with temporary use. During Rental Period, no service or part replacements are authorized without prior written approval from TravelCell™.

Termination

11.1 Unless otherwise agreed upon prior to the end of the Rental Agreement Term with TravelCell™, Customer shall return Equipment to TravelCell™ at the designated return address at the conclusion of Rental Period in good working order and in the same condition as when it was delivered to Customer. Customer shall return the Equipment by overnight courier and in accordance with shipping instructions provided by TravelCell™ at time of delivery of Equipment. Should Customer return Equipment using means other than those specified in the instructions provided by TravelCell™ at the commencement of the Rental Period, rental and other charges will continue to accrue, and Customer will remain liable for any damage to Equipment, including while Equipment is in transit. Packages returned with any components or elements missing from Equipment will continue to be charged full rental rates until all such missing components or elements are returned or full and current replacement value of Equipment paid.

11.2    Should Customer (a) secure use of Equipment by any misrepresentation or fraudulent means, or (b) tamper with the wireless device meter, or (c) use Equipment for any illegal or improper purpose, or in violation of applicable laws, or (d) otherwise commit a breach of these Terms and Conditions, then TravelCell™ may, at its option and in addition to other remedies available hereunder at law or in equity, (i) terminate this Agreement; (ii) immediately terminate any or all services to Customer, and (iii) take immediate possession of Equipment without being obliged to repay any portion of the Rental Charges. TravelCell™ may also terminate this Agreement without any liability whatsoever to Customer in the event that service is not available to TravelCell™ by a systems operator. No remedy of TravelCell™ shall be exclusive of any other remedy whether provided herein or available at law or in equity, but shall be cumulative with other remedies.

Applicable Law

12.1    This Agreement shall be governed by the laws of the State of New York. In addition, this Agreement is subject to applicable foreign, federal and state laws and tariffs, as applicable.

General

13.1    The headings in this Agreement are for convenience of reference only and shall not affect the meaning or construction of the terms and conditions contained herein.

13.2    No waiver by TravelCell™ of any breach of this Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision hereof.

13.3    This Agreement cannot be assigned or transferred by Customer, nor can this Agreement be modified (or any provision waived or modified) except by written instrument signed by TravelCell™ or its authorized agent. This Agreement constitutes the entire agreement between TravelCell™ and Customer. There are no other representations, conditions, warranties, guarantees, or collateral agreements, express or implied, statutory or otherwise, concerning the use or rental of Equipment, other than as set forth herein.

13.4    TravelCell™ is not liable for any lack of privacy which may be experienced with regard to the Services. The Customer authorizes TravelCell™'s monitoring and recording of calls related to Customer's account or the Services provided and consents to TravelCell™'s use of automatic dialing equipment to contact Customer. TravelCell™ has the right to intercept and disclose transmissions in order to protect its rights and/or property.

13.5    Security Deposit

A $125 authorization per device rented will be temporarily authorized on Customer’s credit card, and will be automatically released within a few business days following assessment of the Security Deposit. TravelCell is not a network carrier and cannot guarantee service. TravelCell is not responsible for errors caused by delivery services.

A cancellation fee of $10 per phone may be charged for any reservations cancelled after order is processed. Prices and rates are subject to change.