T-Mobile Data Services TOS

T-MOBILE ADVERTISING SOLUTIONS

DATA SERVICES TERMS OF USE

These T-Mobile Advertising Solutions Data Services Terms of Use (“Terms”) govern your use of the T-Mobile Advertising Solutions Data Services which enable you to access and/or purchase certain data products and services (“Data Services”) published on the Snowflake Marketplace (“Marketplace”), and are an agreement between T-Mobile USA, Inc. (“T-Mobile,” “we,” or “us”) and you or the entity you represent (“You” or “Your”). These Terms take effect when You click an “Accept” button or check box presented with these Terms or, if earlier, when you receive or use any Data Services. You represent to us that You are lawfully able to enter into contracts (e.g., You are not a minor). If You are entering into these Terms for an entity, such as the company You work for, You represent to T-Mobile that You have legal authority to bind that entity. By using the Data Services, You acknowledge that You have read, understood, and agree to be legally bound by these Terms and T-Mobile’s Privacy Notice which is published on and available at www.t-mobile.com/content/digx/tmobile/us/en/privacy-center/privacy-notices/t-mobile-privacy-notice.html, or any modified or replacement URL. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU ARE NOT AUTHORIZED TO USE THE DATA SERVICES.

Updates or Changes to these Terms:

We may update these Terms from time to time. By continuing to utilize the Data Services, You agree to any updates made to these Terms. If You do not agree to the updated version of these Terms, You must stop using any Data Services immediately. Updates will be effective upon the effective date indicated at the top of these Terms.

1. DATA SERVICES.

1.1 Right to Use Data Services. T-Mobile grants You a non-exclusive, non-sublicensable, non-transferable, revocable right to use the Data Services You have selected in the Marketplace solely for Your business purposes. You may not use the Data Services for any other purpose. Your use of all Data Services will at all times comply with all applicable federal, state, local, and international laws, rules, regulations, and orders of governmental authorities. You agree to: (i) keep all information, including personal data as defined by applicable privacy law, accessed through the Data Services confidential and secure; (ii) restrict access to the Data Services to those employees (or contractors) who have a need to know as part of their official duties and are bound by obligations of confidentiality; and (iii) ensure that none of Your employees (or contractors) access and/or use any information from the Data Services for personal reasons inconsistent with the purposes of these Terms. You will immediately deactivate the user access of Your employee(s) (or contractor(s)) who no longer have a need to know, or for terminated employee(s) (or contractor(s)) on or prior to the date of termination, and You will notify us without undue delay if You have any reason to believe that there has been any breach of these Terms or if any information You accessed through the Data Services has been lost, stolen, compromised, misused or used, accessed, or acquired in an unauthorized manner or by any unauthorized person through Your access to the Data Services, or for any purpose contrary to these Terms.

1.2 Ownership. Except for the limited licenses expressly granted herein, these Terms do not grant or transfer ownership or any right, title, or interest in or to either Your or T-Mobile’s intellectual property. T-Mobile retains all rights, title, and interest in the Data Services provided or made available by T-Mobile in connection with these Terms, including all improvements or modifications made thereto, and all derivative works based thereon.

1.3 Restrictions. You will not, and You will prohibit any other individual or entity from doing the following:

(a) Unless otherwise expressly permitted by T-Mobile in writing, modify, reproduce, adapt, translate, reverse engineer, create derivative works based upon, publicly display, sell, resell, rent, license, decrypt, or in any way commercially exploit any portion of the Data Services;

(b) Remove any copyright, trademark, attribution, or other proprietary rights notice contained in the Data Services;

(c) Use the Data Services outside the United States of America; or

(d) Use the Data Services in violation of (or in a manner that enables or promotes the violation of) any local, state, federal, or international law; or

(e) Use the Data Services for the purposes of determining or in connection with employment eligibility, credit eligibility, health care eligibility, or insurance eligibility underwriting and pricing.

2. CHARGES AND PAYMENT TERMS – [RESERVED]

3. PRIVACY AND SAFEGUARDS.

3.1 Privacy Policy. Our collection and use of Your personal data will be governed by the T-Mobile Privacy Notice which is published on and available at www.t-mobile.com/content/digx/tmobile/us/en/privacy-center/privacy-notices/t-mobile-privacy-notice.html, or any modified or replacement URL. You acknowledge and agree that the privacy policies may be amended or modified from time to time and it is Your responsibility to comply with the current requirements.

3.2 Safeguards. You are fully responsible for any unauthorized collection, access, disclosure, disposal and use of, and access to, the Data Services in Your possession or under Your control. You warrant that You will employ commercially reasonable administrative, physical, and technical safeguards (the “Safeguards”) that prevent the unauthorized collection, access, disclosure, disposal and use of and access to the Data Services while such data is in Your possession and control. Without limiting the foregoing, You must (i) use, at a minimum, best industry practice to safeguard the Data Services, whether “at rest” or in transport, (ii) encrypt all Data Services at rest or in transport, and (ii) ensure that only Your employees, representatives, agents, contractors, and subcontractors who have a need to know such information may access it, and then, only if such individuals comply with obligations that are no less stringent than the ones in this Section. After these individuals leave their employment for any reason, You must use at least the same effort, but no less than a reasonable amount of effort, to enforce such obligations as You use to enforce obligations that relate to Your own similar confidential information. You must promptly notify us of any breach in Your Safeguards that results in or may have resulted in any unauthorized access, misappropriation, or violation of the Data Services. You will reasonably assist us to investigate and remedy any such breach and any dispute, inquiry, or claim that concerns such breach and in any data breach notification efforts that we may be required to undertake as a result of such breach.

4. DATA OBLIGATIONS.

5.1 Suspension. We reserve the right, at any time and without notice, to terminate Your rights under these Terms if we suspect You have misused or are misusing the Data Services in a manner that does not comply with these Terms, applicable law, or both. Your rights under these Terms will terminate automatically if You fail to comply with these Terms, subject to the survival rights of certain provisions identified herein. Termination will be effective without prior notice. Upon any termination, You must promptly destroy, to the extent applicable law permits, all copies of any aspect of the Data Services in Your possession, custody, or control.

5.2 Termination.

(a) By You. You may, in Your sole discretion at any time, close Your account for all Data Services for which we provide an account closing mechanism and terminate these Terms upon notice to T-Mobile at [reserved]@t-mobile.com. Such notice must include Your name, principal corporate address, corporate email address, and company name.

(b) By Us. We may, in our sole discretion, for any reason and without liability to You, elect to terminate Your use of the Data Services or terminate these Terms at any time. We will attempt to provide notice where possible of any such action, but reserve the right to do so without prior notice.

(c) Effect of Termination. Upon termination of Your account or these Terms, You must immediately cease all use of the Data Services and return or destroy any Data or Confidential Information (defined below) of T-Mobile in your possession.

5. SUSPENSION AND TERMINATION.

5.1 Suspension. We reserve the right, at any time and without notice, to terminate Your rights under these Terms if we suspect You have misused or are misusing the Data Services in a manner that does not comply with these Terms, applicable law, or both. Your rights under these Terms will terminate automatically if You fail to comply with these Terms, subject to the survival rights of certain provisions identified herein. Termination will be effective without prior notice. Upon any termination, You must promptly destroy, to the extent applicable law permits, all copies of any aspect of the Data Services in Your possession, custody, or control.

5.2 Termination.

(a) By You. You may, in Your sole discretion at any time, close Your account for all Data Services for which we provide an account closing mechanism and terminate these Terms upon notice to T-Mobile at [reserved]@t-mobile.com. Such notice must include Your name, principal corporate address, corporate email address, and company name.

(b) By Us. We may, in our sole discretion, for any reason and without liability to You, elect to terminate Your use of the Data Services or terminate these Terms at any time. We will attempt to provide notice where possible of any such action, but reserve the right to do so without prior notice.

(c) Effect of Termination. Upon termination of Your account or these Terms, You must immediately cease all use of the Data Services and return or destroy any Data or Confidential Information (defined below) of T-Mobile in your possession.

6. CONFIDENTIALITY. You agree not to disclose any Confidential Information (defined below) You receive in connection with the Data Services to any third party, except as expressly permitted in these Terms. This obligation will continue until five (5) years after these Terms terminate. Confidential Information includes, but is not limited to: (i) all information You receive or derive from or pursuant to, or in relation to, utilizing the Data Services; (ii) pricing; (iii) these Terms; and (iv) information relating to T-Mobile’s technology, business affairs, and marketing or sales plans (collectively the “Confidential Information”). You will use Confidential Information only for the purpose of performing under these Terms.

7. DISCLAIMER OF WARRANTIES. WE DO NOT REPRESENT OR WARRANT THAT THE DATA SERVICES WILL BE ERROR FREE, UNINTERRUPTED, FREE FROM MALICIOUS CODE, OR WILL FUNCTION TO MEET YOUR REQUIREMENTS. ALL DATA SERVICES ARE PROVIDED “AS IS.” WE AND OUR LICENSORS DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES AND IN PARTICULAR DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND ANY OTHER WARRANTY OTHERWISE RELATED TO THE DATA SERVICES. YOU MAY NOT MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF T-MOBILE TO ANY THIRD PARTY.

8. INDEMNIFICATION.

8.1 You agree to indemnify, defend, and hold harmless T-Mobile and its affiliated entities and their respective officers, agents, licensors, employees, and contractors from and against any and all claims, suits, actions, or proceedings (and all related liability, loss, cost, damage, and expense, including reasonable attorneys’ fees) arising from or related to: (a) Your breach of these Terms, (b) Your gross negligence or willful misconduct; or (c) Your violation of any applicable law or the rights of a third party.

8.2 Rights of Indemnified Party. We will: (a) give You written notice of the claim (unless You already have notice of the claim), and (b) give You authority, information, and assistance for the claim’s defense and settlement. You will retain the right, at Your option, to settle or defend the claim, at Your own expense and with Your own counsel. We will have the right, at our option, to participate in the settlement or defense of the claim, with our own counsel and at our own expense.

9. LIMITATION OF LIABILITY. Except with respect to Your indemnification obligations set forth herein, and damages arising from either party’s gross negligence or intentionally wrongful acts or omissions, neither party may recover indirect, incidental, special, consequential, punitive damages, or lost revenue or profits (regardless of the theory for recovery), in connection with these Terms or its breach, or arising from the relationship of the parties or the conduct of business between them, whether or not a party was aware of or advised of the possibility of such damages. Our maximum liability for damages under these Terms is limited to proven direct damages not to exceed in the aggregate, in any twelve (12)-month period, an amount equal to the total net payments for the affected Data Services purchased in the six (6) months prior to the event giving rise to the claim.

10. PUBLICITY. You shall not issue any press release or general marketing communication or make any other public statements concerning these Terms or the relationship of the parties without the express prior written consent of T-Mobile, which may be withheld at T-Mobile’s sole discretion.

11. DISPUTE RESOLUTION. Any dispute between you and T-Mobile arising out of these Terms shall be submitted to the American Arbitration Association (the “AAA”) to be resolved through arbitration under AAA Commercial Arbitration Rules. The arbitration will occur before a single arbitrator selected pursuant to AAA rules, with proceedings to be conducted in Seattle, Washington. Any court proceedings for preliminary relief, or relief in aid of arbitration, will be brought in state or federal court in King County, Washington. Any award, order, or judgment pursuant to arbitration under this provision will be deemed final and binding and may be enforced in any court of competent jurisdiction. The arbitrator will have no power or authority to make awards or issue orders of any kind that are prohibited by these Terms. All arbitration proceedings and negotiations pursuant to this Section shall be confidential and shall be accorded the same protection accorded for private mediation under Washington law. The arbitrator may, as part of the arbitration award, award the substantially prevailing party in the arbitration its out-of-pocket costs incurred in connection with the arbitration.

12. EQUITABLE RELIEF. You acknowledge and agree that Your breach of these Terms relating to the licenses we grant to You and Your use of the Data Services may result in irreparable harm and permanent injury to us for which monetary damages would be an inadequate remedy. In such circumstances, we will be entitled to seek and obtain, without the posting of a bond, in addition to all other remedies available to us, at law or in equity, immediate injunctive relief to prevent or stop any breach of those provisions.

13. GENERAL. You will not assign or otherwise transfer these Terms or any of Your rights and obligations under these Terms. Any assignment or transfer will be void. We may assign these Terms without Your consent to an affiliate or in connection with a merger, acquisition, or change of control. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns. These Terms incorporate any linked-to terms or policies by reference and is the entire agreement between You and us regarding the subject matter of these Terms. If the terms of this document are inconsistent with the terms contained in any policy, the terms contained in this document will control. We and our affiliates will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. These Terms will be governed by the laws of the State of Washington without regard to or application of its conflict of law provisions or your state or country of residence. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. The failure by us to enforce any provision of these Terms will not constitute a waiver of such provision. If any portion of these Terms is held to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect.