T-MOBILE TERMS AND CONDITIONS

T-MOBILE TERMS AND CONDITIONS

Welcome to T-Mobile. BY ACTIVATING OR USING OUR SERVICE YOU AGREE TO BE BOUND BY THE AGREEMENT. Please carefully read these Terms and Conditions ("T&C's") as they describe your Service and affect your legal rights. IF YOU DON'T AGREE WITH THESE T&C'S, DO NOT USE THE SERVICE OR YOUR UNIT. See Sec. 2 regarding your acceptance of these T&C's and Sec. 6 for our Handset Return and Cancellation policy.

This is your agreement with T-Mobile USA, Inc and its affiliates (together "T-Mobile," "we" or "us") for: (a) communication and related services ("Service"), (b) the purchase or use of smart cards or radio or any other equipment purchased or obtained from us, including replacement equipment, for use with the Service ("Unit") and (c) for other purchases or services (provided by us or third parties) billed to your account ("Other Services"). The Agreement begins when: (1) you sign or electronically accept the Agreement, (2) you activate or use the Service, or (3) are deemed to accept the Agreement (see Sec. 2), whichever happens first.

1. Agreements Governing Use. These T&C's, your Service Agreement (if any), your rate plan information and the terms and conditions for use of any other T-Mobile service (together, the "Agreement"), govern the use of the Service, your Unit and Other Services. These T&C's supersede all earlier versions and impose an EARLY CANCELLATION FEE (see Sec. 5) and require MANDATORY ARBITRATION OF DISPUTES (see Sec. 3). If these T&C's conflict with the T-Mobile Terms and Conditions you receive with your Unit, these T&C's apply. Your electronic acceptance of the Agreement or your acceptance by use or activation of Service is the same as signing the Agreement and you agree that electronic images of the Agreement will be considered originals. You acknowledge that no employee, dealer or other agent is authorized to make any representation or warranty (other than as described in the Agreement or our current materials) with respect to the Agreement, Service, Unit, rate plans and offerings or Other Services, or to waive or modify any terms or provisions of the Agreement.

2. Acceptance of Agreement. You must activate Service within 30 days after purchase of your Unit (unless returned as provided in Sec. 6). If you don't activate within 30 days, you cannot return your Unit for a refund, you are deemed to accept the Agreement, and you agree to pay monthly Service charges according to your rate plan.

3. Mandatory Arbitration; Dispute Resolution. YOU WILL FIRST NEGOTIATE WITH US IN GOOD FAITH TO SETTLE ANY CLAIM OR DISPUTE BETWEEN YOU AND US IN ANY WAY RELATED TO OR CONCERNING THE AGREEMENT, OR OUR PROVISION TO YOU OF GOODS, SERVICES, OR UNITS ("CLAIM"). YOU MUST SEND A WRITTEN DESCRIPTION OF YOUR CLAIM TO OUR REGISTERED AGENT (See Sec. 22). IF YOU DO NOT REACH AGREEMENT WITH US WITHIN 30 DAYS, INSTEAD OF SUING IN COURT, YOU AGREE THAT ANY CLAIM MUST BE SUBMITTED TO FINAL, BINDING ARBITRATION WITH THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS PUBLISHED WIRELESS INDUSTRY ARBITRATION RULES, WHICH ARE A PART OF THE AGREEMENT BY THIS REFERENCE AND ARE AVAILABLE BY CALLING THE AAA AT 800-778-7879 OR VISITING ITS WEB SITE AT www.adr.org. You must serve our registered agent (See Sec. 22) with a notice of an arbitration in order to begin an arbitration. This agreement to arbitrate extends to claims that you assert against other parties, including without limit equipment manufacturers and dealers, if you also assert claims against us in the same proceeding. The Agreement involves interstate commerce and despite the choice of law provision in Sec. 25, the Federal Arbitration Act and federal arbitration law govern arbitrations under the Agreement. An arbitrator may only award as much relief as a court having jurisdiction in the place of arbitration, limited to the same extent that a court would limit such relief and consistent with the provisions of the Agreement. An arbitrator may order injunctive or declaratory relief (so long as that injunctive or declaratory relief does not apply beyond your dealings with us) or summary judgment under applicable law. AAA has a fee schedule for arbitrations. You will pay your share of the arbitrator's fees except: (a) for claims less than $25, we will pay all arbitrator's fees and (b) for claims between $25 and $1000, you will pay $25 for the arbitrator's fee. You and we agree to pay our own other fees, costs and expenses including those for counsel, experts, and witnesses. Visit www.adr.org arbitrator fee information in hardship circumstances.

Neither you nor we may be a representative of other potential claimants or a class of potential claimants in any dispute, nor may two or more individuals' disputes be consolidated or otherwise determined in one proceeding. While the prohibition on consolidated or classwide proceedings in this Sec. 3 will continue to apply: (a) you may take claims to small claims court, if they qualify for hearing by such court and (b) if you fail to timely pay amounts due, we may assign your account for collection and the collection agency may pursue such claims in court limited strictly to the collection of the past due debt and any interest or cost of collection permitted by law or the Agreement. YOU AND WE ACKNOWLEDGE AND AGREE THAT THIS SEC. 3 WAIVES ANY RIGHT TO A JURY TRIAL OR PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN A CLASS ACTION. IF A COURT OR ARBITRATOR DETERMINES THAT YOUR WAIVER OF YOUR ABILITY TO PURSUE CLASS OR REPRESENTATIVE CLAIMS IS UNENFORCEABLE, THE ARBITRATION AGREEMENT WILL NOT APPLY AND OUR DISPUTE WILL BE RESOLVED BY A COURT OF APPROPRIATE JURISDICTION, OTHER THAN A SMALL CLAIMS COURT. SHOULD ANY OTHER PROVISION OF THIS ARBITRATION AGREEMENT BE DEEMED UNENFORCEABLE, THAT PROVISION SHALL BE REMOVED, AND THE AGREEMENT SHALL OTHERWISE REMAIN BINDING.

4. Changes to the Agreement or Charges. We may change or increase the charges for Service, Other Services, or any other charges at any time. However, if we: (a) increase the charges for a Service and you would be charged a cancellation or other fee to cancel that Service, or (b) we modify a material term of our Agreement with you and the modification would be materially adverse to you, we will notify you of the increase or modification (as provided in Sec. 22) and you can cancel the affected Service without paying the cancellation or other fee (which is your only remedy) by following the cancellation instructions in the notice. If you do not cancel the Service by following the instructions in the notice, then you agree to the increase or modification, even if you paid for Service in advance. If the notice does not say how long you have to cancel, then it is within 14 days after the date of the notice. If we increase charges for Service or Other Services to which no cancellation or other fee to cancel service applies (e.g., use of directory assistance), we will notify you of the increase, but you will still be responsible for any cancellation fee applicable to any Services you may have if you cancel Service.

5. Term; Cancellation of Service. The Agreement applies for all Services you receive until you or we terminate it. After you or we terminate the Agreement, you must pay all amounts you owe us. If you select a plan with a fixed contract term longer than 1 month, the term of the Agreement continues for the number of full months selected ("Fixed Term"). After the Fixed Term, you become a month to month customer under the Agreement. We may cancel your Service for any reason upon 3 days notice (except if you breach we may cancel immediately without prior notice). You may cancel Service for any reason by providing 30 days notice to us. If you breach the Agreement or cancel Service prior to the end of a Fixed Term, you agree that the resulting actual damages to us would be impracticable or extremely difficult to determine and that you will pay us, as a reasonable estimate of our damages and in addition to other amounts owed (unless prohibited by law), a $200 cancellation fee per Number (which may be deducted from your deposit, charged to your Card or billed to your account). In addition, we may keep any amounts prepaid by you sufficient to cover any charges and fees you owe.

6. Handset Return and Cancellation Policy. You may cancel Service without paying an applicable cancellation fee if within the Return Period (defined below) you: (a) contact us to cancel Service and (b) return to the place of purchase, with proof of purchase, any Unit purchased from us or our authorized dealer in connection with your activation of Service. The "Return Period" is 14 calendar days from Service activation, or 30 calendar days from the Unit's purchase date if the Unit has not been activated. Units returned with proof of purchase to the place of purchase in good working condition with original contents and packaging within the Return Period are eligible for a refund of the purchase price. You may be required to pay a restocking fee. Even if you cancel Service and/or return your Unit, you must pay all Service and other charges incurred prior to cancellation or return. You acknowledge that your initial Unit purchase may be subsidized to facilitate your subscription to the Service. If you cancel Service within the Return Period without returning the Unit or the Unit is not in good working condition, you will be charged for the difference between the full retail price of the Unit without activation (which may be more than the advertised price with Service activation) and the price you paid for the Unit.

7. Service Availability and Limits. Your Unit is a radio and so Service is only available when your Unit is within range of an antenna. Coverage maps are only approximations of our wireless coverage area outdoors; actual service coverage and quality may vary. There may be gaps in Service within the estimated coverage areas shown on coverage maps. Even within a coverage area, factors, such as: network changes, emergencies, traffic volume, transmission limits, service outages, technical limitations, signal strength, your equipment, interconnecting carriers, terrain, structures, weather and other conditions (without limit) may interfere with actual service, quality and availability. Calls may be interrupted, dropped, refused, limited, or curtailed. Coverage maps may include networks operated by roaming partners and affiliates. Some Services are not available on third party networks or in roaming markets. We may impose credit, usage or other limits to Service or Other Services, cancel or suspend Service or Other Services, or block certain types of calls or sessions (such as international, 900 or 976 calls) in our sole discretion. We may suspend Service without notice if you exceed any credit limit. Service may not be transferred to another market except at our discretion, and we may charge transfer fees and limit the markets available for transfers. We are not liable for any Service limits, failures or outages, including without limitation, the failure of 9-1-1 emergency, priority access or secure service calls to be connected or completed, or the failure to accurately locate any 9-1-1 call (see Sec. 17).Location services, including 9-1-1 location services, priority access and secure service calls may not be available in your area and are subject to the Service limitations in this Sec. 7.

8. Use of Service. You may not resell or attempt to resell any aspect of the Service or Other Services, whether for profit or otherwise. You may not use an automatic dialer or program in connection with your Unit or the Service. Except as stated in Sec. 29, you have no proprietary or ownership rights to a specific number ("Number"), IP address, or e-mail address assigned to you or your Unit. We may change your Number, IP address or e-mail address at any time. You may request a change of Number and we may charge you a fee. You may not program any other Number into your Unit. You may not use the Service, the network, or your Unit for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause risk to our business, reputation, employees, subscribers, facilities, or to any person. Improper uses include, without limit: a) Posting or transmitting content you do not have the right to post or transmit (such as ringtones); b). Posting or transmitting content that infringes a third party's intellectual property, publicity, privacy, or other right; c). Posting or transmitting content that is unlawful, untrue, defamatory, threatening, obscene, or otherwise objectionable as determined by us; d) Attempting to intercept or collect data about third parties without their consent; e) Tampering with material posted by any other person; f) Tampering with or using non-public areas of the Service or network; g) Attempting to probe or test the vulnerability of a system or network or to breach security or authentication measures; h) Attempting to access or search the Service or network with any software, or mechanism other than the software and/or search agents provided by us or other generally available third party browser; i) Sending unsolicited messages, including without limit, ads for goods or services, pyramid schemes or spam ; j) Using the Service or Other Services to send deceptive or false source-identifying information; k) Attempting to decipher, decompile or reverse engineer any of the software comprising or in any way making up a part of the Service; l) Attempting to interfere with the access of any user, host or network, including without limit, sending a "virus" through the Service, overloading, spamming, or mailbombing the Service; or m) Impersonating or misrepresenting your affiliation with any person or entity.

If we suspect violations of any of the above, we may: a) begin legal action, b) immediately, without prior notice suspend or terminate the Agreement and the Service, c) suspend or terminate any other T-Mobile agreements between us and you and the T-Mobile service provided under those agreements, and d) cooperate with law enforcement in legal proceedings against violators. You agree to cooperate with us in investigating suspected violations.

9. Use of Unit With Other Providers. Your Unit may not be compatible with another wireless carrier's systems or technology therefore, we cannot assure you that your Unit will work with the services provided by another wireless carrier. You may buy equipment from us, or from someone else, but it must be GSM/GPRS equipment that is compatible with our systems and Service and there is no guarantee that all T-Mobile features will function with that equipment.

10. Default; Termination. You will be in default under the Agreement if you: (a) do not pay any sum when due, (b) breach the Agreement or any other agreement between you and us, (c) become the subject of any proceeding under the Bankruptcy Code or (d) become insolvent. In all cases, you are responsible for payment of all charges and fees (including any cancellation or administrative fee) due to us under the Agreement (including any charges after a Bankruptcy filing), which charges will be immediately due and payable. If you are in default, we may cancel Service and terminate the Agreement and any other agreements between us and you and the services provided under those agreements without prior notice. If we renew Service to you after discontinuing Service, you may be subject to a credit check and agree to pay reactivation charges or applicable deposits. Our remedies under the Agreement are not exclusive but are in addition to all other remedies provided by law.

11. Changes to Your Account. You may request a change to another rate plan, and if we authorize a change (a transfer fee may apply) that plan becomes effective as of the start of your next billing cycle. However, if you select a special promotional rate plan, or accept promotional Unit pricing, a new Fixed Term may be required. A change to your account will not automatically change the Fixed Term unless you agree to a new Fixed Term as part of that change. Smart Access customers are limited to Smart Access plans. If we allow you to temporarily suspend your account, we may extend the Fixed Term for the length of that suspension period.

12. Deposits. We may require an advance deposit in which you grant us a security interest to secure payment of all amounts when due. Unless prohibited by law, deposits we receive may be commingled with other funds and will not earn interest. We will notify you if we increase the amount of your deposit, which we can do in our discretion at any time. You may either (a) provide us with the increased deposit or (b) cancel Service within 7 days following the date of the notice (any cancellation fee will be waived). Deposits may not be used to pay amounts owed to us (except a final invoice) or to delay payment, but we may apply deposits to active accounts that demonstrate good payment history. You must promptly pay your bills even if you have given us a deposit. If Service is cancelled for any reason, any deposit will be applied to pay charges and fees due at or after cancellation. Any remaining deposit or other credit balance will be returned without interest (to the extent allowed by law) to you following cancellation at your address in our billing records. Unless otherwise prohibited by law we will return balances of $5 or less only if you contact us to request that money. We will hold such money for you for 1 year (without accruing interest for your benefit), but you forfeit to us any portion of the money left after 1 year. You also forfeit any money that the U.S. Mail cannot deliver and returns to us.

13. Billing and Charges. You authorize us to verify your creditworthiness with a credit-reporting agency at any time you have an outstanding balance. You agree to pay in full each month all charges for Service or Other Services (whether provided by us or a third party) under the Agreement and you remain liable for payment even if a third party agrees to pay all or part of your charges. Service charges may include, without limit, charges for calls, messages (read or unread, solicited or unsolicited), images, sounds and data that are processed through your Unit or through any Number, IP address or e-mail address assigned to or authorized by you; toll charges, long distance charges, additional or differently-calculated charges assessed by another service provider for calls, messages, images, sounds and data that are sent from or received by your Unit when you are outside our local calling area ("roaming" charges), landline access charges (directory assistance, etc.); and additional services or features that you use. Roaming and other call rating (such as time of call) depend on the location of the site transmitting the call, not on the location of the caller. Billing of roaming charges and minutes of use or Services may be delayed or applied against included minutes or Services in subsequent billing cycles, which may cause you to exceed your allocated minutes or Services in a particular billing cycle. You will be charged for Service and other features, on a monthly billing cycle basis. We may require payment before your due date if we are concerned about your ability to pay us. Unused minutes or other allotments (e.g., text messages, data transmission) from any rate plans or features do not carry over to subsequent billing cycles and are forever forfeit. We may change your billing cycle at any time. Partial minutes used are rounded up and charged, or deducted from any allocated minutes, as full minutes; calls and sessions are measured from the time the Network begins to process the call (before the phone rings or the call is answered) through its termination of the call. For purposes of time or day rating, an entire call is rated from when the call starts. For each call there may be additional charges including without limit: (a) airtime; (b) tolls; (c) roaming; (d) Taxes and Fees, (e) features (such as web access, text messages and voicemail) and (f) services (such as operator or directory assistance and calling card use). You will be charged for more than one call for certain features consisting of multiple inbound or outbound calls (such as call forwarding, call waiting, certain voicemail retrieval and conference calling). Any Taxes and Fees will be added to your charges as provided in Sec. 14. You agree not to rely for billing purposes on indicators on your Unit, such as the roaming and call time indicators, which may be inaccurate. By using our service, you agree that time is of the essence for payment. Therefore, you must pay in full by the due date (or after any grace period required by law) on your monthly invoice. If we do not receive payment in full, by the due date, your payment is past due. Unless prohibited by law, if your payment is past due, you agree we may charge you 1.5% or $5 per month (or portion of a month), whichever is greater, on any past due balances until paid, subject to the highest amount permitted by law. This late fee may be assessed regardless of the status of any dispute you may have with the charges on your invoice.

If you believe your bill contains an incorrect charge, you have 60 days from the date of the first bill that contains the charge to notify us or you waive your right to that charge. Please contact Customer Care at www.t-mobile.com, (800) 937-8997 or 611 from your Unit so that we can review your account. If you accept a credit to resolve an issue, you agree the issue is fully resolved. We may require you to describe the dispute in writing. Any written communications concerning charges must be sent to: T-Mobile Consumer Relations, PO Box 37380, Albuquerque, NM 87176-7380. If we determine that you owe some or all of the amount in dispute, that amount will be added to any current charges and must be paid by the date shown on your bill. If we accept late or partial payments or payments marked "Paid in Full" or similar notations, it will not waive any of our rights to collect all amounts that you owe us and it will not be an accord and satisfaction. We may charge you a returned check fee of up to $20 or such amount as may be permitted by law for any check returned for insufficient funds and/or we may stop accepting check payments from you.

14. Taxes and Fees. We invoice you for taxes, fees and other charges (e.g. sales, use, excise, public utility and other taxes) levied by or remitted directly to federal, state or local authorities, or foreign governments imposed on you or us as a result of providing the Service, your Unit or Other Services ("Taxes and Fees"). We will determine, in our reasonable discretion, the Taxes and Fees you are responsible to pay and the amount of those Taxes and Fees, which may change or increase at any time without notice. If you claim a tax exemption, you must provide us with a valid tax exempt document. Tax exemption only applies to Taxes and Fees incurred after the date we receive the tax exempt document (you won't receive credit for Taxes and Fees you've already paid). We are required to use the residential or business street address you provided, which must be within our licensed service area, to determine certain Taxes and Fees. If you give us an address (such as a PO box) that is not a recognized street address, you will be assigned a default location for Taxes and Fees calculation, which may result in a higher or lower charge for certain Taxes and Fees and you have 60 days from the date of the first bill that contains disputed Taxes and Fees to notify us or you waive your right to dispute those Taxes and Fees.

We may also bill you for: a) a regulatory and administrative fee to recover costs related to federal and state mandates, including without limit fees or costs related to E-911, local number portability and number pooling (the amount or method of calculation may change at any time without notice to you) and b) Federal Universal Service Funds (FUSF). The regulatory and administrative fee and FUSF are not taxes or government required charges. We charge the FUSF based on a percentage of your wireless service charges. A contribution factor provided by the Federal Communications Commission (FCC)(which may change without notice) is one factor used to calculate the percentage. We may impose the regulatory & administrative fee whether or not all or some services are used, or available to you, or in your location.

15. Credit or Debit Card. If we agreed you may pay for charges with a credit or debit card ("Card"), we will charge the Card, when we bill for the charges, for all amounts or other obligations incurred before cancellation. You also authorize us to charge your Card at or after cancellation to pay what you owe at or after cancellation (such as payment of any cancellation fee). If you have not authorized charges to be made to a Card or if for any reason your Card issuer does not pay us, you must pay us on or before the due date, or we may suspend or cancel your Service without prior notice.

16. Disclaimer of Warranties. EXCEPT FOR ANY WRITTEN LIMITED WARRANTY THAT MAY BE PROVIDED, ALL SERVICES, UNITS AND OTHER SERVICES ARE PROVIDED ON AN "AS IS" AND "WITH ALL FAULTS" BASIS, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY DISCLAIMED. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SERVICE, UNIT OR OTHER SERVICES. WE DO NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. ANY STATEMENTS MADE IN PACKAGING, MANUALS OR OTHER DOCUMENTS, OR BY ANY OF OUR DEALERS (EXCEPT FOR ANY WRITTEN LIMITED WARRANTY THAT MAY BE PROVIDED), ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND NOT AS WARRANTIES BY US OF ANY KIND. WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, DEALERS, SUPPLIERS, PARENTS, SUBSIDIARIES OR AFFILIATES ("T-MOBILE AFFILIATES") DO NOT WARRANT THAT THE INFORMATION, SOFTWARE, PRODUCTS, PROCESSES, AND/OR SERVICES AVAILABLE THROUGH THE SERVICE OR UNIT WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, USEFUL, FUNCTIONAL, OR ERROR OR BUG FREE. THE SERVICE IS NOT INTENDED TO PROVIDE TAX, LEGAL, INVESTING OR OTHER ADVICE. IF YOU RECEIVED A WRITTEN "T-MOBILE LIMITED WARRANTY" WITH YOUR UNIT, IT IS THE ONLY WARRANTY MADE BY US WITH RESPECT TO THE UNIT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU IN WHOLE OR IN PART.

17. Limitation of Liability. We are not liable for any deficiency in performance caused in whole or in part by act or omission of an underlying carrier or service provider, website, messaging community, dealer, equipment or facility failure, Unit failure or unavailability, discontinuation of Service, Other Services or Units, network problems, lack of coverage or network capacity, equipment or facility upgrade or modification, delay or failure of number portability, acts of God, strikes, fire, terrorism, war, riot, emergency, government actions, equipment or facility shortage or relocation, or causes beyond our reasonable control, including without limitation the failure of an incoming or outgoing call, including 9-1-1 emergency, priority access, or secured service call, to be connected or completed or for the functionality of location services, including 9-1-1 location services, priority access or secured call service. EVEN IF T-MOBILE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, T-MOBILE AND THE T-MOBILE AFFILIATES WILL NOT BE LIABLE TO YOU OR ANY OF YOUR EMPLOYEES, AGENTS, CUSTOMERS OR ANY THIRD PARTIES FOR ANY DAMAGES ARISING FROM USE OF THE SERVICE, ANY UNIT OR OTHER SERVICES, INCLUDING WITHOUT LIMITATION: PUNITIVE, EXEMPLARY, INCIDENTAL, TREBLE, SPECIAL OR CONSEQUENTIAL DAMAGES; LOSS OF PRIVACY OR SECURITY DAMAGES; PERSONAL INJURY OR PROPERTY DAMAGES; COPYRIGHT, TRADEMARK, PATENT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY DAMAGES; OR ANY DAMAGES WHATSOEVER RESULTING FROM INTERRUPTION OR FAILURE OF SERVICE, LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS DUE TO UNAUTHORIZED ACCESS OR DUE TO VIRUSES OR OTHER HARMFUL COMPONENTS, COST OF REPLACEMENT PRODUCTS AND SERVICES, SUSPENSION, TERMINATION, OR THE INABILITY TO USE THE SERVICE OR PRODUCT, THE CONTENT OF ANY DATA TRANSMISSION, COMMUNICATION OR MESSAGE TRANSMITTED TO OR RECEIVED BY YOUR UNIT (WHETHER READ OR UNREAD, SOLICITED OR UNSOLICITED), OR LOSSES RESULTING FROM ANY GOODS OR SERVICE PURCHASED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR OTHER MODIFICATIONS OF OR LIMITATIONS TO CERTAIN REMEDIES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU, IN WHOLE OR IN PART.

THE MAXIMUM AGGREGATE LIABILITY OF T-MOBILE AND THE T-MOBILE AFFILIATES TO YOU, AND THE EXCLUSIVE REMEDY AVAILABLE IN CONNECTION WITH THE AGREEMENT FOR ANY AND ALL DAMAGES, INJURY, LOSSES ARISING FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION RELATED TO THE SERVICE OR UNIT, SHALL BE A REFUND OR REBATE OF THE PRORATED MONTHLY OR OTHER CHARGES YOU PAID OR OWE US FOR THE APPLICABLE SERVICE OR UNIT. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES.

18. Indemnification. You agree to defend, indemnify and hold us, any roaming or network partner, and any T-Mobile Affiliates harmless from and against any and all claims, demands, actions, liabilities, costs or damages arising out of your use of the Service, a Unit or Other Services or your breach of the Agreement. You further agree to pay our reasonable attorneys' and expert witnesses' fees and costs arising from any actions or claims by third parties and those incurred in establishing whether this Sec. 18 applies.

19. Privacy and Security. Wireless systems use radio channels (and some Units use Bluetooth or other technology) to transmit voice and data communications over a complex network. Privacy and security cannot be guaranteed, and we are not be liable to you for any lack of privacy or security you experience while using your Unit, the Service or Other Services. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Service. We have the right, without obligation, to monitor, intercept and disclose any transmissions over or using our facilities, and to provide subscriber billing, account, or calling records, and related information under certain circumstances (such as in response to lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Anyone able to provide or your personally identifiable information can access your account so you should take reasonable steps to protect this information. Your caller identification, (such as your name and Number) may be displayed on the equipment or bill of the person receiving your call or on any site you visit via the Service. We may list your name, address and Number in a published directory, with your consent. We are not responsible for listing errors. Please consult our privacy notice at http://www.t-mobile.com/info/legal/privacy.asp for information on the use and disclosure of customer information. The way third parties handle and use your personal identification and information related to the use of their services is governed by their policies and T-Mobile is not responsible for their policies, or their compliance with them.

20. Lost or Stolen Unit. If your Unit is lost or stolen ("Lost Unit") notify us about it immediately, ask us to deactivate the Lost Unit and provide us within 14 days, any documentation we request (such as a copy of a filed police report). If you complete all 3 requirements, you will not be liable for any unauthorized airtime charges incurred on the Lost Unit although you agree to assist with any prosecution. You must fulfill the remainder of your Fixed Term by purchasing and activating a replacement Unit, or you will be subject to the $200 cancellation fee per Number.

21. Assignment. We may assign all or part of our rights or duties under the Agreement without such assignment being considered a change to the Agreement, and without notice to you. We are then released from all liability. You may not assign the Agreement without our prior written consent. Subject to these restrictions, the Agreement will bind the heirs, successors, subcontractors, and assigns of the respective parties, who will receive its benefits.

22. Notices. We may send you written notice, which may be a notice on your bill, or a bill insert, which is considered given and received by you on the third day after the date deposited in the U.S. Mail to your address in our billing records. We may also contact you or send you notice electronically through your Unit or otherwise, such as by e-mail, voicemail or text messaging, which is considered given and received immediately upon transmission. Written notice to us shall be considered given when received by our registered agent, Corporation Services Company ("CSC").

23. Digital Millennium Copyright Act ("DMCA") Notice. In operating Service, We may act as a "services provider" (as defined by DMCA) and offer services as online provider of materials and links to third party sites. As a result, third party materials that we do not own or control may be transmitted, stored, accessed or otherwise made available using the Service. If you believe any material available via the Service infringes a copyright, you should notify us using the notice procedure for claimed infringement under the DMCA. We will respond expeditiously to remove or disable access to the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content. Our designated agent (i.e., proper party for notice) to whom you should address infringement notices under the DMCA is CSC, 1010 Union Ave. SE, Olympia, WA 98501.

24. Severability. All terms and conditions of these T&C's are independent of each other. If any provision of these T&C's is held to be inapplicable or unenforceable, including without limit any terms or provisions in Secs. 3, 16 or 17, then (a) that term or provision shall be construed, as nearly as possible, to reflect the intentions of the parties with the other terms or provisions remaining in full force and effect, (b) the T&C's will not fail their essential purpose and (c) the balance of the T&C's remain unaffected and in full force and effect, unless our obligations are materially impaired, in which event we have the right to terminate the Agreement.

25. Governing Law; Venue and Statute of Limitations. Except as stated in Sec. 3, the Agreement, its validity, construction and performance, is governed by applicable federal law and the laws of the state associated with your Number or your address in our records. Foreign laws do not apply. Arbitration proceedings or any actions to enforce an arbitration award must be in the state where your Service is principally provided, but not outside the U.S. Except as otherwise stated in the Agreement, and unless prohibited by law, a claim or dispute must be brought within 1 year from the date the cause of action arises.

26. Entire Agreement. The Agreement represents the final and entire agreement between you and us regarding the Service, the Unit and Other Services. Except as otherwise stated in the Agreement, no change to the Agreement will be valid unless we accept it in writing. If we don't enforce our rights under any of the provisions of the Agreement, it does not waive or reduce our right to require strict compliance in the future.

27. Signing Authority; Authorized User. You represent that you may legally enter into the Agreement, have received a copy of the Agreement and have read and clearly understand its terms. If activating on behalf of a corporation or other entity, you represent that you have full authority to bind that entity and if not agree to accept personal liability for the account. You are responsible for all charges incurred by any person you authorize to access your account, or allow to use your Unit, the Service or Other Services.

28. Survival. The following provisions, and any other provisions that may reasonably be construed as surviving, and the rights and obligations of the parties, shall survive termination of the Agreement for any reason: Sec. 3, 5, 8, 9, 10, 12, 13, 14, 15, 16, 17, 18, 19, 21, 22, 23, 24, 25, 26, 27, 29, 30, 31 and the terms and conditions related to your use of other T-Mobile services.

29. Local Number Portability. For additional information about local number portability, please visit www.t-mobile.com or contact Customer Care at (800) 937-8997 or 611 from your T-Mobile phone. When available, you may be able to transfer your local phone number within the same local geographic area to or from another provider with whom we have a porting relationship as follows:

Bringing Your Number to Us. You may contact us to request a transfer of your number with another provider to a new or existing account with us. All activation requirements and charges, including, without limit, credit approval, apply. You remain liable for charges (including cancellation fees) you incurred with your former provider. If a transfer is unsuccessful and the request is cancelled, and you do not ask us to assign you a new number, you must return any Unit purchased from us in accordance with our Handset Return and Cancellation Policy in Sec. 6.

Taking Your Number with You. You may contact another provider to request a transfer of your T-Mobile number if you have an In Service (defined below) T-Mobile account, are the billing responsible party and pay any applicable fee. "In Service" for this purpose means: your account has not been cancelled, suspended, or expired (for prepaid account). Transferring your number may cancel your account or line of service, but you should verify with us that your account or line of service has been cancelled or you may continue to incur charges. Transferring a number from a FamilyTime, pooled or multiple line account may cause the remaining number(s) on the account to have less than the required number of lines and we may move you to another rate plan, in our sole discretion, which may result in higher charges for Service. You will be liable for payment of any amounts due before or upon cancellation, such as cancellation or other fees. A transfer will be completed only if both the receiving provider and T-Mobile confirm a successful transfer. If a transfer is unsuccessful for any reason, your Service and the Agreement will not terminate, you will remain a T-Mobile customer and will continue to be responsible for all Service or other charges.

Transferring your number does not transfer your service allotments, voicemail, phone book or any other services or features and they will be lost. If your telephone number is not in service, you will lose any rights (as determined by the FCC) you may have to that number and that number will be returned to the appropriate provider. You may lose your listing in any telephone directories. If you call 911 after you request a transfer, but before you receive confirmation of completion, a 911 call center may not have accurate information on your identity and location. You must inform the 911 operator of your location immediately upon placing the call. If you are disconnected, dial 911 again and tell them you were disconnected.

30. Prepaid Customers: If you purchase prepaid Service of any kind, these T&C's apply to you and in addition this Sec. 30 applies. When purchasing prepaid Service, you are responsible for prepaying all charges for using the Service. The balance in your prepaid account is reduced by the charges attributable to your use of the Service. You must keep a positive balance in your prepaid account to continue using the Service, or service will be interrupted. Prepaid Service you purchase expires within a certain time period as disclosed on your prepaid refill card or coupon. Prior to expiration, you may extend the expiration period by purchasing additional prepaid Service. You will lose your unused account balance, promotional expiration date and Number if your account expires or your airtime balance falls below 50¢ for 90 consecutive days. Contact Customer Care with questions regarding the expiration date, balance remaining, or the service. You will not receive a monthly bill or activity record. Prepaid Service is non-refundable, and no refunds or other compensation will be given for lost or stolen prepaid cards or coupons. Unused prepaid account balances become our property upon expiration, or cancellation of the Service, and will not be refunded, despite changes under Sec. 4. Applicable Taxes and Fees will be included in your prepaid charges.

31. SmartAccess Customers. If you are a SmartAccess customer these T&C's apply and in addition, this Sec. 31 applies. SmartAccess is subject to credit eligibility, in our discretion. We may suspend Service to any Number without prior notice if your account balance exceeds your spending limit or you are late with a payment (whether or not you exceed your spending limit). If we suspend Service because your balance exceeds your spending limit, we may reinstate Service after you make a payment that reduces your account balance below $100 if your account is not in arrears. If we suspend Service because you are late with payment, we may, in our sole discretion, reinstate Service if you pay the entire balance owing on your account. You will be liable for all charges for Service under the Agreement, including monthly Service and usage charges, and other charges or purchases billed to your account, whether or not you reinstate Service. SmartAccess customers are only eligible for select rate plans. Smart Access activation fees are non-refundable unless you: (a) purchased the Unit and Service directly from a T-Mobile store, www.t-mobile.com or 800-TMOBILE and (b) cancel Service and return the Unit in accordance with Sec. 6.

32. Other Agreements or Warranties. Other services (such as T-Mobile HotSpot or Equipment Protection) or your Unit may come with separate written warranties or agreements that govern their use or purchase. Please see those other agreements or warranties for your rights and duties for your use of Other Services or your Unit.