AT&T Mobility Agreement
This AT&T Mobility Auction Agreement (the "Agreement") shall be effective as of the date of signature below.
WHEREAS, from time to time AT&T Mobility LLC ("AT&T") holds auctions for the sale of used and/or returned wireless devices and other equipment and accessories ("Auction"); and
WHEREAS, the undersigned desires to participate in Auctions as a prospective buyer ("Auction Participant"); and
WHEREAS, AT&T requires Auction Participants to agree to the following terms and conditions prior to being permitted to participate in an Auction.
NOW, THEREFORE, for and consideration of the promises herein contained, and other good and valuable consideration, Auction Participant agrees as follows:
1. Auction Participant's eligibility to participate in an auction is subject to AT&T’s approval of Auction Participant’s application to participate.
2. Auction Participant shall maintain at all times a valid resale certificate and shall provide such certificate to AT&T upon request.
3. To win an auction, Auction Participant's bid must (1) exceed the reserve amount and all other submitted bids and (2) be accepted by AT&T at its sole discretion. Once AT&T accepts a bid for merchandise, it shall be a binding agreement pursuant to which Auction Participant shall purchase and pay for such merchandise.
4. All sales are final and all merchandise is sold to the Auction Participant “AS IS” and without any warranty of any kind, express or implied.
5. AT&T may cancel an Auction at any time for any reason.
6. If Auction Participant is the successful bidder of merchandise.
a. AT&T Intellectual Property II, LP ("AT&T IP") shall grant a one time, nonexclusive, non-assignable, royalty-free permission to use the AT&T Logos located on the branded merchandise solely in the US and solely to resell such merchandise to end user, however Auction Participant shall:
i. Acknowledge that AT&T IP exclusively owns the AT&T Logos;
ii. Not use the AT&T Logos other than that as described in this Agreement requires written approval from AT&T IP;
iii. When space permits, use the following caption: "Use of the AT&T Logos is granted under permission by AT&T IP";
iv. Agree that all benefit derived from the use by Auction Participant of the AT&T Logo shall inure to the benefit of AT&T IP as the owner.
v. As consideration of the trademark license rights granted to the Buyers, consent to a % payment to AT&T be redirected to AT&T Intellectual Property II, LP
vi. Not resell any such merchandise outside of the United States until Auction Participant removes, at its cost, all names, trademarks, service marks or logos owned by AT&T from the merchandise.
b. Remove all customer proprietary network information ("CPNI") (as that term is defined in Section 222 of the Communications Act of 1934, 47 U.S.C. 222, as amended) or any personal usage data, content or applications ("AT&T User Data") from purchased merchandise.
c. Strictly control access to all CPNI and AT&T User Data and limit that access to employees, agents, subcontractors of Auction Participant on a need to know basis. Auction Participant will immediately notify AT&T upon its discovery of any breach, or potential breach in security of CPNI or AT&T User Data.
d. Auction Participant warrants that it will take the necessary steps to Clear all devices in a facility located within the United States. Auction Participant will further warrant that it will validate that all devices has been cleared of Customer Information before shipping outside the United States. Auction Participant will provide a record of clearing to AT&T upon request.
e. Auction Participant warrants that all Customer Information has been removed from any device prior to device sale. Auction Participant further warrants that only devices meeting all clearing requirements shall qualify for resale.
7. Auction Participant shall provide AT&T with documentation of its processes for removal of CPNI from purchased merchandise ("CPNI Removal Process"). If Auction Participant is the successful bidder at an Auction, Auction Participant shall, upon AT&T’s request, provide AT&T with a written certification of its compliance with Auction Participant's CPNI Removal Process in connection with such purchase. Auction Participant will promptly notify AT&T of any material revision or change to its CPNI Removal Process.
8. R2 Certification
Auction Participant warrants that it is, as of the October, 2017, R2 Certified, that it will at all times during the term of this Agreement remain R2 Certified, and that it has taken all necessary preparation and training for being R2 Certified and ensuring continued R2 Certification. Auction Participant also warrants it will ensure annual maintenance of its R2 Certification by taking the necessary steps to renew its facility R2 License(s) and remain at all times in good standing under the R2 Standards. Auction Participant further warrants that at the end of its R2 Certification term, Auction Participant will take all necessary steps to recertify in a timely manner to ensure no interruption in R2 Certification.
Auction Participant warrants that Clearing devices of Subject Data (including destruction where applicable) will only be conducted within Auction Participant's R2 Certified facility (ies.)
Auction Participant warrants that it conforms to all provisions of R2 Standards and is current on all audits and oversight required by R2 certification and that all fees have been paid and all required documents have been signed to maintain this certification.
If for any reason Auction Participant loses its R2 Certification, Auction Participant agrees to notify AT&T within 24 hours and access to AT&T’s online Auction will be immediately suspended. Notwithstanding the suspension from the Auction, Auction Participant shall continue to take all measures necessary to ensure the continued security of the Subject Devices and the Subject Data.
9. When reselling AT&T branded merchandise, Auction Participant shall include only such batteries as are of OEM grade and quality. Auction Participant shall, under no circumstances, include an aftermarket battery that excludes a safety chip.
10. AT&T will unlock/provide codes for 95% of each lot of phones sold, provided the request is submitted according the AT&T's Device Unlocking Terms.
11. AT&T may, at its sole discretion, suspend or terminate Auction Participant's eligibility to participate in an Auction at any time and for any reason.
12. In the event Auction Participant wishes to preview a lot before submitting a bid, Auction Participant shall submit a request to preview to AT&T in writing at least one business day prior to the conclusion of an Auction and at least twenty-four (24) hours in advance of the time Auction Participant desires to preview the lot. Only officers, employees and contractors of Auction Participant shall be permitted to preview a lot.
13. Auction Participant shall (i) submit all required documentation; (ii) remit payment for the purchased merchandise by electronic funds transfer ("EFT") or American Express to AT&T; and (iii) complete the checkout process within two (2) business days upon Auction Participant's receipt of email bid award notice. AT&T is not obligated to release purchased merchandise for shipment until AT&T has received the required documentation and full payment.
14. Expenses associated with transporting and insuring purchased merchandise are the responsibility of Auction Participant. Title and risk of loss of purchased merchandise pass to Auction Participant upon shipment of merchandise.
15. Auction Participant shall maintain complete and accurate records relating to its performance of its obligations under this Agreement. AT&T shall have the right to request at any time such records as are necessary to verify compliance with the terms hereof. AT&T shall also have the right to review at Auction Participant's premises no more than once a year, during normal business hours, such records as AT&T deems necessary to verify compliance with the terms hereof. Such review shall include the right to inspect and photocopy Auction Participant's records. AT&T shall give Auction Participant five (5) business days advance written notice of its intent to review Auction Participant's records.
16. Auction Participant is solely responsible for compliance with any and all laws applicable to its purchase, use, resale, distribution or disposal of any merchandise purchased pursuant to this Agreement.
17. Auction Participant shall indemnify, hold harmless, and defend AT&T and its affiliates, and their agents and employees, against any loss arising from or in connection with, or resulting from, Auction Participant's acts or omissions with respect to merchandise purchased hereunder or for Auction Participant's noncompliance with any term of this Agreement. Auction Participant's duty to indemnify, hold harmless, and defend AT&T against any loss extends to such loss as may be caused or alleged to be caused in part, by the negligence of AT&T, to the fullest extent that such indemnification is permitted by applicable law.
18. No delay or omission by AT&T to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by AT&T of any breach, condition or covenant shall not be construed to be a waiver of any succeeding breach or condition or of any other covenant. All waivers must be in writing and signed by AT&T.
19. The laws of the State of Texas (excluding any laws that direct the application of another jurisdiction's law) govern all matters arising out of or relating to this Agreement and all of the transactions it contemplates, including its validity, interpretation, construction, performance, and enforcement.
20. Auctions shall be governed by this Agreement and the Terms and Conditions associated with the Auction website. In the event of a conflict between this Agreement and the Terms and Conditions of the Auction website, the Terms and Conditions of the Auction website shall control.
21. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force.
22. This Agreement supersedes all prior oral and written communications, agreements and understandings of the Auction Participant and AT&T, if any, with respect hereto.
I understand and agree to the above terms governing the purchase of merchandise from AT&T Mobility.
Please refer to the Terms and Conditions here.
