Parties and Definitions.
The words “No-Wire Access”, “we”, “us” or “our” mean No-Wire Access, owner and operator of the No-Wire Access website and it’s services. The words “you” or “your” mean the individual person or legal entity that has agreed to a Wireless Services Agreement or, if there is no Wireless Services Agreement, who has chosen to use any No-Wire Access services.
- The following defined terms are used in these Terms:
Acceptable Use Policy means the rules governing use of the No-Wire Access Services; the current version of the Acceptable Use Policy is available at the No-Wire Access Site at http://www.nowireaccess.com/acceptable-use.html
Account means any account established by or for you in order to allow you to purchase SIM Cards, to order and access any No-Wire Access Services or to manage Devices.
No-Wire Access Services means the Web Services, Wireless Services, the No-Wire Access service and any other services that you receive from us under a Wireless Services Agreement or otherwise.
No-Wire Access Website means http://www.nowireaccess.com, or any site hosting a Community Forum and any other website provided by No-Wire Access to allow you to interact with No-Wire Access and use the No-Wire Access Services.
APIs means the application programming interfaces that allow communication between your Application facilities and the No-Wire Access Services.
API Instructions means the instructions that may be made available to you for your use in developing your Applications and your facilities that will access and use any No-Wire Access Services through APIs.
API Keys means any keys given to or generated by you for access to your Account or for your use of No-Wire Access Services.
Application means any software or firmware program that you select that sends, receives or processes Application Data.
Application Data means all data, SMS or voice traffic data (including data resulting from any processing of such data, SMS or voice traffic that you perform) that is exchanged between Devices and your Application facilities, including your No-Wire Access Account, using No-Wire Access Services.
Carrier Partners means the wireless telecommunications carriers whose networks are used to provide the Wireless Services.
Community Forum means any online forum hosted or sponsored by No-Wire Access where users of No-Wire Access Services and others can ask and respond to questions, share information or make comments.
Community Forum Policy means the policies governing participation in any Community Forum; the most current version of the Community Forum Policy is available at the No-Wire Access Site at http://www.nowireaccess.com/privacy.html
Confidential Information means all confidential or proprietary information of a business or technical nature exchanged between us, whether disclosed orally, visually or in writing, which has clearly been identified as confidential or which by its nature or the circumstances of its disclosure should reasonably be presumed to be intended to be proprietary and held in confidence, including, without limitation, product and service plans and information, marketing, sales and pricing data and plans, operational and financial information and any Customer Data to the extent that it contains any of the foregoing or any personally-identifiable data relating to Customer or its customers. As between you and No-Wire Access, we both agree that the API Instructions and the Documentation are the Confidential Information of No-Wire Access, and Your Data is your Confidential Information and that anything you post on any Community Forum will not be treated as Confidential Information.
Device means any radio, telephone, wireless or other hardware or virtual device selected by you for use with the No-Wire Access Services, including any SIM Card or device containing a SIM Card.
Documentation means all of the information and materials available to you on the Web Portal about No-Wire Access Services and the Requirements, including developer guides, getting started guides, user guides, quick reference guides, sample code and tools, software libraries, command line tools, API guides and API Instructions, support and troubleshooting guidelines and other technical and operations manuals and specifications for the operation of the No-Wire Access Services, as may be updated by us from time to time.
End User means any third party to whom you provide any services using the No-Wire Access Services.
Intellectual Property means patents, patent applications, copyrights, trade secrets, trademarks and similar rights.
Requirements means the guidelines available in the Documentation at the Web Portal setting out technical and behavioral requirements for your Devices and Applications that use No-Wire Access Services.
Service User means any individual or entity that, directly or indirectly through another user, accesses or uses your Account or Your Data or otherwise accesses or uses No-Wire Access Services under your Account or using your API keys. The term “Service User” does not include individuals or entities when they are accessing or using No-Wire Access Services under their own account, rather than through your Account.
SIM Card means a subscriber identity module chip supplied or approved by us to enable Devices to access Wireless Services.
Term means the period during which you are using No-Wire Access Services under a Wireless Services Agreement or otherwise.
Wireless Services means the cellular and internet-based services, including, but not limited to, cellular connectivity services and No-Wire Access, provided by No-Wire Access to enable the transmission of Application Data between your Application facilities and your or your End Users’ Devices.
Wireless Services Agreement means any agreement between you and No-Wire Access that governs your use of and payment for No-Wire Access Services.
Your Data means your Application Data and any other personally-identifiable information about you or your Devices (or about your End Users, Service Users or their Devices) associated with you or your Account and processed by No-Wire Access Services or stored in any No-Wire Access systems.
Modification of Terms.
Right to Use Services and Restrictions.
Means of Access.
- You agree not to access (or attempt to access) the No-Wire Access Site or any Web Services by any means other than through the interfaces we provide, unless you have been specifically allowed to do so in a separate agreement signed by us.
- For any of the Web Services accessible only through use of APIs and/or API Keys, you agree that you will access the Web Services only using appropriate APIs and API Keys that are compliant with the API Instructions provided by No-Wire Access and you will not access the Web Services through any other automated means, such as scripts or web crawlers.
- We may limit the number of times you can visit or log into the No-Wire Access Site or Web Services within a certain period of time. Abuse, fraudulent activity, disruptive activity, or excessively frequent requests to the Web Services may result in the temporary or permanent suspension of your access to Web Services or your Account or to any API or API Key.
- We have the right to assign and control any identification number (IMSI, MSISDN, MIN or similar) assigned to a SIM Card or a Device by us or a Carrier Partner to allow a SIM Card or Device to use Wireless Services. You understand that, subject to any regulations about portability of numbers, you have no property right in any of these numbers and that they may be changed from time to time.
Suspension or Termination.
We or our Carrier Partners may make temporary changes to the No-Wire Access Site or No-Wire Access Services required by an emergency, as well as take actions deemed reasonably necessary to protect or optimize our or their networks or services. Some of these actions may interrupt or prevent legitimate communications and usage, including, for example, use of message filtering/blocking software to prevent SPAM or viruses, limitations on throughput, scheduled maintenance and the like. We will provide as much advance notice as reasonably possible of any planned or emergency maintenance windows by email or by posting on the Web Portal.
You agree that you will not do any of the following without our prior written consent:
- resell, copy or otherwise use the No-Wire Access Services for your personal gain except as may be necessary for your internal business purposes or for you to provide services to your End Users;
- modify or make derivative works based on the No-Wire Access Site, the SIM Cards, any No-Wire Access Services, the Documentation or APIs or reverse engineer any of the software or content used in any of the foregoing, except for software tools identified as open source or for which permission to modify is explicitly granted;
- share or otherwise distribute any non-public information about the operation of the No-Wire Access network or any No-Wire Access Services to any third parties, other than with your End Users;
- bypass or circumvent measures No-Wire Access may use to prevent, interfere or limit access to the No-Wire Access Site or Web Portal;
- use the Web Services or any other means to access the accounts of any other users or to intercept, collect or store personal information about other users or their customers, other than as may be necessary for you to provide support to your End Users;
- take or permit any actions that you reasonably ought to know may overload or crash the Web Services or any No-Wire Access server or network;
- benchmark any of the No-Wire Access Services, perform penetration testing, or engage in any other activity to probe our systems or to collect or share information about the performance of the No-Wire Access Services;
- engage in excessively high volume data transfers or bandwidth use, including without limitation by hosting a webserver, internet relay, chat server or any other server, via any use of the Web Services;
- “frame” or “mirror” the No-Wire Access Site, its services or content on any other server or Internet-enabled device;
- take any action to modify, avoid or override any No-Wire Access or Carrier Partner lists or algorithms for blocking or preferring any operator network;
- participate in any Community Forum in violation of the Community Forum Policy; or
- use the No-Wire Access Services to violate the Acceptable Use Policy.
You agree that you have certain security obligations with respect to accessing No-Wire Access Services and, if applicable, your Account and that we will not be liable for any loss or damage from your failure to comply with these obligations. In particular, you agree that you will:
- limit access to your Account and the Web Services to your authorized personnel;
- establish account logins and API Keys for your personnel in accordance with our policies including, if required, providing the legal full name, valid email address, and any other information requested for each person for whom a login is created;
- not grant access to the Web Services to your End Users without the prior written consent of No-Wire Access and, if access is granted, require your End Users to establish their own access credentials and to agree to these Terms;
- safeguard all usernames and passwords, API Keys and other Account access credentials for your personnel who have access to the Web Services;
- be responsible for all activities that occur using your usernames, passwords or API Keys or using your Devices; and
- notify us immediately if you believe that the security of your Devices or Account access credentials has been compromised and cooperate in the correction of Device security issues or resetting of any such access credentials.
Data Privacy, Specific Obligations and Compliance with Laws..
We will not be required to comply with any specific obligations with respect to Your Data, such as Payment Card Industry (PCI) or similar data security standards or any laws concerning “protected health information” (PHI) as defined in 45 CFR 10.103 or any similar law or regulation in any jurisdiction, unless you and No-Wire Access have entered into a Wireless Services Agreement or other agreement under which we have explicitly agreed to such obligations.
Compliance with Laws.
We each agree to comply with all applicable local, state, national and foreign laws, rules, and regulations in connection with our provision, access and/or use of No-Wire Access Services. You are responsible for properly handling and processing notices sent to you (or any of your affiliates or End Users) by any person claiming that Your Data violates such person’s rights, including notices pursuant to the Digital Millennium Copyright Act.
Ownership of Data and Intellectual Property.
Ownership of Data.
Ownership of Intellectual Property.
We own all of the Intellectual Property rights relating to the No-Wire Access Site, the Documentation and the No-Wire Access Services. You have no right or license in any of our Intellectual Property, whether copyright, patent, trade secret, trademark or otherwise, other than the limited right to use the No-Wire Access Site, Documentation and No-Wire Access Services as stated in these Terms and to use any software embedded on any SIM Cards for its ordinary function. Except for the rights granted to Your Data, we have no interest in or right to use any of Your Data or any other Intellectual Property rights. “No-Wire Access”, the No-Wire Access logo and any other trademarks identified on any No-Wire Access website or No-Wire Access marketing materials as belonging to us can only be used with our written permission. Any other trademarks that we use are the registered and unregistered trademarks of their respective holders.
Ownership of Confidential Information.
We agree that, except as expressly provided above, we each own our own Confidential Information.
Duty to Protect and Restriction on Disclosure or Use.
We each agree to use at least a reasonable degree of care to protect any Confidential Information of the other party in our possession and to use that Confidential Information only for purposes related to your use of or our provision of No-Wire Access Services. We agree not to disclose the other party’s Confidential Information without the disclosing party’s consent, other than to our employees or consultants who need to know and who are bound by appropriate confidentiality obligations.
Term of Obligations.
We will each adhere to these obligations of confidentiality for three (3) years after any particular Confidential Information of the other party is disclosed to us.
These obligations will not apply to any Confidential Information of a disclosing party that was (i) rightfully in a receiving party’s possession before being disclosed by the disclosing party, or that became publicly known after disclosure not due to any action of the receiving party; (ii) that was given to the receiving party by someone reasonably understood to have the right to disclose it; (iii) that was developed independently by the receiving party without access to the Confidential Information; or (iv) that the receiving party is required to disclose by court order or otherwise, provided that the receiving party promptly notifies the disclosing party of the requirement.
Limitation of Liability.
Excluded Damages and Losses.
Neither party will have any liability for any indirect, special, consequential or punitive damages or for any loss of data, profit, business or other economic advantage arising out of a Wireless Services Agreement or your use of any No-Wire Access Services, even if that party was aware of the possibility of such damage or loss.
For any non-excluded damages, the liability of one party to the other for any losses in any twelve (12) month period will not exceed the greater of (i) $5,000 or (ii) the total fees that you paid us for the relevant No-Wire Access Services in twelve (12) months prior to the date on which any liability arose.
No Limitation for Certain Breaches.
The foregoing exclusion and liability cap will not apply to any liability arising out of the breach by a party of any of its obligations concerning data privacy or confidentiality or any violation by you, your Service Users or your End Users of the Acceptable Use Policy or Community Forum Policy.
No Liability for Coverage Availability.
You understand that the availability of signal from given carriers in any given area depends on a combination of Device capabilities and facilities, the actions of Carrier Partners and their roaming partners and the availability of roaming service on commercially reasonable terms. We and our Carrier Partners may modify the carriers on whom roaming is permitted, which may result in loss of coverage for certain countries or geographic areas, and may implement algorithms preferring certain carriers, which may affect coverage. No-Wire Access Services may also be limited or interrupted by such factors as buildings, weather, topography, usage by other parties or maintenance activities by us or Carrier Partners. Neither we nor the Carrier Partners will have any liability to you, any End User or other third parties for any such limitation or interruption of No-Wire Access Services.
No Liability for Interception of Application Data.
Neither we nor Carrier Partners can guarantee the privacy or security of any transmission using Wireless Services. The possibility exists that third parties may be able to intercept Application Data without the knowledge or permission of you, No-Wire Access or any Carrier Partner, and that you bear primary responsibility for encrypting Your Data. You agree that we and the Carrier Partners will not be liable to you, any End User or other third party for interception or unauthorized use of any Application Data.
This Limitation is Fundamental to the Economic Relationship.
The foregoing limitation of liability of each party is essential to our economic relationship, and the prices and other terms on which No-Wire Access Services would be available would be different without it.
Obligations to Third Parties.
Obligations Applicable to Service Users and End Users.
No Obligations of No-Wire Access to End Users.
No Liability of Carrier Partners.
You agree that the Carrier Partners have no contractual relationship with or any obligations to you or any of your End Users, and that you and your End Users will have no claim under any legal theory against any Carrier Partner for any use of or failure of the No-Wire Access Services or any damage, including death or personal injury, arising out of such use or failure. In addition, you understand that the geographic areas in which coverage is available may change as described in Section 7.d, and that Carrier Partners will have no liability to you or any End Users for any such change. We will provide our customers with as much notice as possible by posting notice at the No-Wire Access Site of any change that is reasonably expected to materially reduce the availability of or materially increase the cost of No-Wire Access Services in any region.
Support and Disclaimer of Warranties.
Governing Law, Jurisdiction and Venue; Injunctive Relief.
Unless a Wireless Services Agreement specifies otherwise, these Terms and your use of the No-Wire Access Services will be governed by the internal laws of the State of California, U.S.A. without regard to its conflicts of laws or choice of law rules. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. The state and federal courts in Los Angeles County, California, USA will be the exclusive jurisdiction and venue for all legal proceedings under these Terms, except that either of us may seek injunctive relief in any court of competent jurisdiction to prevent or limit any damage that could be irreparable, including damage arising out of a breach of confidentiality or data privacy obligations or a violation of the Acceptable Use Policy.
Notices to you may be given as specifically allowed in these Terms. Any other notice to you will be sent to the email address associated with your Account or by regular mail to the physical address associated with your Account. Any notice to us must be sent to No-Wire Access, to our mailing address as specified on our contact us page..
We will not be liable to you or any End User for any delay or failure to perform any obligation on account of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, strikes, fires, riots, wars, embargoes, internet disruptions, hacker attacks or communications failures, provided that we use commercially reasonable efforts to minimize the impact of the force majeure event.
Relationship of the Parties.
U.S. Government Rights.
Export and Sanctions Laws.
You agree not to export any products, services or technical data received from us to any country for which an export license or governmental approval is necessary without first obtaining the license or approval. You represent to us that that you are not located in, organized under the laws of, or controlled by a person or entity located in any country subject to a U.S. or E.U. trade embargo, you do not violate any applicable sanction or embargo laws and regulations, including trade and economic sanctions maintained by the United State Treasury Department’s Office of Foreign Assets Control, you are not listed on, or owned or controlled by any entity or person on, the U.S. Department of Treasury list of Specially Designated Nationals or any similar list in place in any jurisdiction where you conduct business (collectively, “Restricted Persons”), and you will not provide services using the No-Wire Access Services to Restricted Persons.