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Web Portal Terms and Conditions for Wholesalers

Effective Date: January 01, 2,018

  1. Scope of Use

 

Carta Corp., a Delaware corporation, (“Carta”) provides this web portal, located at: Portal and any subdomains thereof, (the “Portal”) to you, a wholesaler and/or distributor of electronic top up cards for mobile phone air time, messages, and internet data (“Cards”), as the user of the Portal and any business on whose behalf you act when You use the Portal (“You” or “Your”), for Your informational, noncommercial use, and subject to the following General Terms of Use (the “Terms”).  For the purpose of the following Terms, references to “We”, “Us” and “Our” include Carta and its affiliates, subsidiaries, agents, representatives, successors and assigns.  You may have entered into a separate agreement with Us or one of Our suppliers to whom We provide certain services, and nothing in these Terms is intended to modify such agreements.  Using this Portal shall not constitute a commercial use for the purposes hereof or form a business relationship between You and Us.  It is a violation of these Terms for You to use the Portal in violation of any applicable laws and regulations or in violation of the rules of any Carta service providers.  You shall use the Portal strictly in accordance with these Terms and in a manner consistent with all applicable local, state, national and international laws and regulations.  YOU MAY NOT USE THIS PORTAL IF YOU DO NOT AGREE TO THESE TERMS.

 

  1. Restrictions on Use

 

You will not use the Portal for any use other than the business purpose for which it was intended.  You will not take any of the following actions with respect to the Portal or the server nor will You use Our Portal to upload, post, email, distribute, transmit, link, solicit or otherwise make available any content or use the Portal in any manner that: (i) uploads or transmits any unsolicited advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation, commercial or otherwise; (ii) decompiles, uses reverse engineering, disassembles, derives the source code of or decrypts the Portal or server hosting the Portal; (iii) manipulates or otherwise displays the Portal by using framing, mirroring or similar navigational technology or directly links to any portion of the Portal other than the main homepage located at Portal; (iv) uses any robot, spider, scraper or other automatic or manual means to access the Portal or copies any content or information on the Portal; (v) removes, obscures, or alters any proprietary notices (including any notice of copyright or trademark) of Carta or its affiliates, partners, suppliers or the licensors; (vi) modifies, adapts, improves, enhances or makes any derivative work from the Portal; (vii) disables, overburdens, impairs or otherwise interferes with or interrupts the Portal or any hardware, software, system or network connected with the Portal; (viii) probes, scans, or tests the vulnerability of or breach the authentication measures of the Portal or any related networks or systems; (ix) interferes with any other party’s use and enjoyment of the Portal; (x) infringes the copyright, trademark or any proprietary rights or discloses a trade secret or confidential information in violation of a confidentiality or non-disclosure agreement; (xi) compiles, uses, downloads or otherwise copies any user information or any portion thereof, or transmits, provides or otherwise distributes (whether or not for a fee) such information to any third party; (xii) is fraudulent, malicious or unlawful, unauthorized or contains defamatory or illegal information, images, materials or descriptions; (xiii) promotes or provides instructions for illegal activities; (xiv) encourages any conduct that would constitute a criminal offense or that gives rise to civil liability; (xv) disseminates viruses or other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware; (xvi) attempts to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means; or (xvii) accesses systems, data or information not intended by Carta to be made accessible to You. Use of the Portal is limited to persons eighteen (18) years of age or older.

 

  1. Privacy Policy

 

You may view a copy of Our privacy policy here Privacy Policy, which explains Carta’s practices relating to the collection and use of Your information through or in connection with Our Portal.  The privacy policy is incorporated into and made a part of these Terms by this reference, and governs Carta’s use of Your information and/or any information You submit or otherwise make available to Us in connection with the Portal.

 

  1. Registration, Access & Security

 

If You use any Carta service and provide Us any information through the Portal, such as Your name, company name, company address, shipping address, zip code, bank account information, products You have ordered from Us, including, without limitation Cards, Cards You have previously activated or deactivated, credit card information, federal employment identification number, phone number, contact details, email address, and/or Your password (collectively, Your “Account Data”) for any accounts associated with You (“Your Account(s)”), You agree to provide true, accurate, current, complete and up-to-date information.  If You provide any information that is untrue, inaccurate, non-current or incomplete, or We have reasonable grounds to suspect that such information is untrue, inaccurate, non-current or incomplete, then We have the right to terminate or refuse any and all current or future access or use of the Portal (or any portion thereof).  We reserve the right to take any action that We deem necessary to ensure the security of the Portal and Your Account, including without limitation changing Your password, terminating Your Account, or requesting additional information to authorize transactions on Your Account.  You are solely responsible for keeping Your Account Data and any security questions and responses associated with Your Account confidential.  Anyone with knowledge of or access to Your Account Data or the security questions and responses associated with Your Account can use that information to gain access to Your Account.  You are solely liable for any claims, damages, losses, costs or other liabilities resulting from or caused by any failure to keep Your Account Data and the security questions and responses confidential, whether such failure occurs with or without Your knowledge or consent.  You will immediately notify Us of any suspected or actual unauthorized access to or use of Your Account Data or any other breach of Your Account security.  You hereby authorize and consent to the collection, storage, sharing, use, transfer and sale by Carta and its service providers and service recipients, of any information and data related to or derived from Your use of the Portal.

 

You are responsible for providing and maintaining, at Your own risk, option and expense, any hardware, software and communication lines required to access and use the Portal, and Carta reserves the right to change the access configuration of the Portal at any time without prior notice.

 

  1. No Warranties

 

ALL CONTENT ON THIS PORTAL IS PROVIDED TO YOU ON AN “AS-IS,” “AS-AVAILABLE” BASIS AND CARTA EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  CARTA MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THIS PORTAL.  YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT.  USE OF THE PORTAL IS AT YOUR SOLE RISK.

 

CARTA MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE PORTAL WILL BE UNINTERRUPTED, COMPLETELY SECURE OR ERROR-FREE.  You are responsible for taking all precautions necessary to ensure that any content You may obtain from the Portal is free of viruses.

 

  1. Trademarks

 

All trademarks, service marks and logos that are used or displayed on the Portals are owned by Carta or a third party.  You must obtain Carta’s written permission prior to using any trademark or service mark of Carta and/or obtain the applicable third party’s written permission prior to using any trademark or service mark of the third party.  Unauthorized use of any trademarks, service marks or logos used on the Portal may be a violation of state, national and international trademark laws.  Additionally, Carta’s or a third party’s custom icons, graphics, logos and scripting on the Portal may be covered by trademark, trade dress, copyright or other proprietary right law, and may not be copied, modified or used, in whole or in part, without the prior written permission of Carta or the applicable third party. 

 

  1. Modifications

 

Carta reserves the right to modify this Portal and the rules and regulations governing its use, at any time, including, without limitation, these Terms.  Modifications will be posted on the Portal and the “last updated” date at the top of this webpage will be revised.  You understand and agree that if You use this Portal after the date on which the Terms have changed, Carta will treat Your use as acceptance of the updated Terms.  Carta may make changes in the services described in this Portal at any time.

 

  1. Violation of Rules and Regulations; Disclosure of Information

 

Carta reserves the right to seek all remedies available at law and in equity for violations of the rules and regulations set forth in this Portal, including the right to block access from a particular Internet address to the Portal.  Carta may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong.  Except as may be expressly limited by the privacy policy, Carta reserves the right at all times to: (i) disclose any information as Carta deems necessary to satisfy any applicable law, regulation, legal process or governmental request; or (ii) edit, refuse to post or to remove any information or materials, in whole or in part, as applicable, in Carta’s sole discretion.

 

  1. Indemnity

 

You agree to indemnify and hold Carta and its subsidiaries, affiliates, officers, agents, employees, contractors, partners and licensors harmless from and against any and all suits, actions, losses, claims, proceedings, demands, expenses, damages, settlements, judgments, injuries, liabilities, obligations, risks, and costs, including, without limitation, reasonable attorneys’ fees, made by any third party due to or arising out of Your use of the Portal, Your violation of these Terms, and/or Your violation of any law or regulation and/or any rights of another. Carta reserves the right, at Your expense, to assume the exclusive defense and control of any matter which You are required to indemnify against, and You agree to cooperate in Carta’s defense of such matter.  This indemnification shall survive any termination of these Terms.

 

  1. Limitation of Liability

 

YOU UNDERSTAND AND AGREE THAT CARTA WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE PORTAL, INCLUDING, WITHOUT LIMITATION, ANY SERVICES AND/OR PRODUCTS WE HAVE PROVIDED TO YOU ON OR THROUGH THE PORTAL, WHETHER OR NOT YOU HAVE PURCHASED OR PROVIDED ANY CONSIDERATION FOR SUCH SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO: (A) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE PORTAL; (B) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (C) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY; (D)  RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH USE OF THIS PORTAL; OR (E) WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE PORTAL, OR RELATED INFORMATION OR PROGRAMS, THAT ARISE IN CONNECTION WITH: (1) MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER; (2) INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE PORTAL; OR (3) VIRUSES.

 

OUR TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES WILL BE LIMITED TO THE AMOUNT YOU HAVE PAID FOR THE USE OF THE PORTAL, IF ANY, AND IF YOU HAVE PAID NO AMOUNT, THEN $50.  YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU HAVE VIEWED OR USED THE PORTAL WITH A FULL UNDERSTANDING OF THE LIMITATION OF OUR LIABILITY IN THIS AGREEMENT.

 

BY ACCESSING THE PORTAL, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

 

Some jurisdictions do not allow exclusions of liability for certain types of damages.  Accordingly, some of the above limitations may not apply to You to the extent prohibited by law.  In such cases, Carta’s liability will be limited to the fullest extent permitted by applicable law.

 

  1. Third Party Portals

 

Some links in this Portal may navigate You away from Carta’s Portal or redirect You to other websites, including websites operated by third parties.  Please be aware that those websites may collect personally identifiable information (“PII”) from or about You and non-PII about Your visit.  The linked sites are not under the control of Carta, and the content available on the Internet sites linked to this Portal does not necessarily reflect the opinion of Carta.  Carta is providing these links to other Internet sites as a convenience to You, and access to any other Internet sites linked to this Portal is at Your own risk.  The inclusion of any link does not imply a recommendation or endorsement by Carta of the linked site.  You should review the terms of use and privacy policies that are posted on any website that You visit, before using any linked websites.  Carta accepts no liability for any information, products, advertisements, content, services or software accessible through these third party websites or for any action You may take as a result of linking to any such website.  Carta is under no obligation to maintain any link on the Portal and may remove a link at any time in its sole discretion for any reason whatsoever.  Carta shall not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, products, services or other materials available on or through any such website.  Carta is not responsible for the privacy practices of any other websites.

 

  1. No Business Relationship

 

Except to the extent set forth in a separate agreement between You and Us, there is no business, commercial, fiduciary, or any other type of relationship between You and Us.  The Terms do not create any relationship of service provider and customer, principal and agent, partnership, joint venture, or employer and employee, between You and Us.  You may not enter into any contract on Our behalf or bind Us in any way.

 

  1. Right to Monitor

 

Carta reserves the right to actively monitor the use of the Portal and use any information gathered during such monitoring for any permissible purpose under the Privacy Policy.  Additionally, Carta may, at any time as it deems appropriate, remove any materials from the Portal that, in Carta's sole discretion, may be inconsistent with Carta's purpose for the Portal.

 

  1. Electronic Communications

 

When You visit the Portal or send e-mails to Us through the Portal, You are communicating with Us electronically.  You consent to receive communications from Us electronically.  We will communicate with You by e-mail outside of the Portal, sending You e-mails through the Portal, or by posting notices on the Portal.  You agree that all agreements, notices, disclosures and other communications that We provide to You electronically satisfy any legal requirement that such communications be in writing.  You further agree that any notices provided by Us electronically are deemed to be given and received on the date We transmit any such electronic communication as described in these Terms.

 

  1. Accuracy and Completeness of Your Information

 

Carta takes various steps to reasonably ensure accuracy and completeness of Your information.  However, Carta relies on You to provide accurate and complete data about You.

 

  1. Governing Law and General Principles

 

This Portal is operated by Carta from its offices within the United States of America.  Carta makes no representation that the information in the Portal is appropriate or available for use in other locations, and access to the Portal from territories where the contents of the Portal may be illegal is prohibited.  Those who choose to access this Portal from other locations do so, on their own initiative and are responsible for compliance with applicable local laws.  By using the Portal, regardless of where You live or are located in the world, You consent to these Terms and any claims relating to the information, services or products made available through this Portal will be governed by the laws of the State of Tennessee, U.S.A., excluding the application of its conflicts of law rules.  You agree that venue for all actions, relating in any manner to these Terms, shall be in a federal or state court of competent jurisdiction located in Davidson County, Tennessee.  The provisions of these Terms are for the benefit of You and Carta and not for the benefit of any third party.  If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.  Carta may assign these Terms or any part of them without restrictions.  You may not assign these Terms or any part of them without Carta’s prior express written permission.  Carta’s failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of Carta’s right to subsequently enforce such provision or any other provisions of these Terms.  You agree that any claim You may have arising out of or related to Your use of the Portal or Your relationship with Carta must be filed within one year after such claim arose; otherwise, Your claim is permanently barred.  You agree that any violation, or threatened violation, by You of these Terms constitutes an unlawful and unfair business practice that will cause Us irreparable and unquantifiable harm.  You also agree that monetary damages would be inadequate for such harm and consent to Our obtaining any injunctive or equitable relief that We deem necessary or appropriate.  These remedies are in addition to any other remedies We may have at law or in equity.  These Terms constitute the entire agreement between You and Carta regarding the Portal covered hereby and supersedes all prior agreements, understandings, statements or proposals, and representations, whether written or oral between You and Carta regarding the same.

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