Adopted:  Februray 9, 2009

READ CAREFULLY THE FOLLOWING TERMS RELATING TO YOUR USE OF THIS SITE

GSMA MOBILE INNOVATION EXCHANGE TERMS OF SERVICE AGREEMENT

1.     Binding Agreement. By accessing, viewing, downloading or otherwise using the GSMA Mobile Innovation Exchange website or any webpage or feature available through the Site, any information provided as part of the Site services, or any related emails, newsletters or services (hereinafter collectively  the “Site” or the “Services”), or by registering with the Site, you conclude a legally binding agreement with GSMC Limited, 1000 Abernathy Road, Suite 450, Atlanta, Georgia 30328  USA (“we”), as set forth in this GSMA Mobile Innovation Exchange Terms of Service Agreement (“Agreement”) and become a  Site user (“User”).   If you are using the Site on behalf of a company or other legal entity, such entity may have a separate agreement with us, but you are nevertheless individually bound by this Agreement. If you do not want to become a User, do not conclude the Agreement, do NOT complete the registration process and do not access, view, download or otherwise use any the Site webpage, information or services.  By becoming a User, you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. You may not use the Site or the Services if you are not of legal age to form a binding contract with us or if you are a person that is barred from using the Site or using the Services by the laws of the United States or other countries, including your country of residence and the country of your location at the time of use of the Site or the Services.

2.     Restrictions on Use of Content. The content on the Site is intended for members only. Please do not forward to 3rd parties without the permission of all authors of the content. Unless we say otherwise, you may access the materials located within the Site only for your personal use.   You may not modify, copy, publish, display, transmit, adapt or in any way exploit the content of the Site. Only if you obtain prior written consent from us — and from all other entities with an interest in the relevant intellectual property — may you publish, display or commercially exploit any material from the Site.    You must abide by all additional copyright notices or other restrictions contained in any of the content on the Site.

3.     Forums/Blogs/Chat Rooms.  The Site may include various forums, blogs and chat rooms where you can post your observations and comments on designated topics. The Site cannot guarantee that other members will not use the ideas and information that you share. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, do not post it on the Site. WE AND OUR AFFILIATES ARE NOT RESPONSIBLE FOR A MEMBER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST IN ANY FORUMS, BLOGS AND CHAT ROOMS.

4.      Responsibility for Content. We are not responsible for material appearing in any forum on the Site, except for material signed by one of our identified representatives. We are not responsible for screening material posted by users for libel, obscenity, invasion of privacy, copyright or trademark infringement, accuracy, or for any other reason. We retain, however, the right to modify or remove messages or other material that we, in our sole discretion, consider infringing, offensive, abusive, defamatory, obscene, stale, or otherwise unacceptable. We also reserve the right to edit materials for any other reason. Whether or not we modify or remove such material, Users remain solely responsible for the content of their messages or postings.

5.     License to Content.  You do not have to submit anything to us, but if you choose to submit something (including any User generated content, ideas, concepts, techniques and data), you must grant, and you actually grant by concluding this Agreement, a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, and use and commercialize, in any way now known or in the future discovered, anything that you submit to us, without any further consent, notice and/or compensation to you or to any third parties. By submitting any information to us, you represent and warrant that such submission is accurate, is not confidential, and is not in violation of any contractual restrictions or other third party rights.  This license includes, inter alia, the right for us to reproduce, represent, adapt, translate, digitize, use for advertising purposes, whether commercial or non-commercial, to sublicense or to transfer the content concerning each User over all or part of the Site and in general through any electronic communication media, including over public networks.

6.     Additional Restrictions.  You may not post on the Site, or send to any other  user or member of the Site, any material that is abusive, vulgar, threatening, harassing, libelous, defamatory or obscene, otherwise violates any person’s or company’s privacy, violates any intellectual or other property rights, or  violate any law or regulation. You may not post material known to be false. You may not post material that solicits funds, that promotes the stock of a given issuer or that advertises or solicits goods or services.   You may not post or transmit any information, software or other material that contains a virus or other harmful component.  You agree not to engage in any activity that interferes with or disrupts the Site (or the servers that support the Site). You must comply with all applicable laws and regulations, including without limitation all applicable antitrust laws and regulations.

7.     Privacy: You should carefully read our Privacy Policy before deciding to become a User of the Site.  Prior to using the Site, you must consider and decide the extent to which you wish to reveal information about yourself to the community of Users and to us and you must not communicate to the Site and its Users any information the dissemination of which could be harmful to you.

8.     Advertising.  The Site and some of the Services may be supported by advertising revenue and may display advertising and promotions. These advertisements may be targeted to the content of the information stored on the Site or through other information. The manner, mode and extent of advertising on the Site is subject to change without specific notice to you.  You agree that we may place such advertising on the Site.

9.     User License.  On the condition that you comply with all your obligations under the Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable right to access, through a generally available web browser (but not any scraping, spidering, crawling or other technology or specialist software used to harvest data) to view information that we provide on the Site webpages as we intend such information to be used, and only in accordance with the Agreement and any specific terms of use that we make available to you.   We grant you no other rights, implied or otherwise.

10.   Reservation of Rights. We may, at our discretion, suspend or terminate the registration of any User who violates any of the terms of this Agreement, any of the forum member guidelines or for any other behavior that we in our discretion believe is inappropriate. We reserve the right to withhold, remove and or discard any content available as part of your account, with or without notice. For avoidance of doubt, we have no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services. You are solely responsible for your interactions with other members. We reserve the right, but have no obligation, to monitor disputes between you and other members and to terminate your account if we determine, in our sole discretion, that doing so is prudent.

11.   Changes to the Site. We allow you to access the Site as it may exist and be available on any given day. We are constantly innovating in order to provide the best possible experience for the Users. As part of this continuing innovation, you acknowledge and agree that we may terminate your access to the Site, permanently or temporarily, or terminate any features or functions of the Site, at our sole discretion, without prior notice to you. You acknowledge and agree that the features and functionality of the Site may change from time to time without prior notice to you.  You acknowledge and agree that if we disable access to your account, you may be prevented from accessing the Site, your account details or any files or other content which is contained in your account. You acknowledge and agree that while we may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Site or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by us at any time, at our sole discretion. All of these changes shall be effective upon their posting on our site or by email communication to you. We have no other obligations, except as expressly stated in this Agreement.   We reserve all rights not expressly granted herein, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Site and all related items.  

12.   Responsibility for Account. You agree to keep your password confidential,   to not use other Users’ accounts and to not let others use your account.  If you become aware of any  unauthorized use of your password or account, you agree to notify us immediately. You are responsible for anything that happens through your account until you notify us of a breach, close down your account or prove that your account security was compromised due to a fault of our systems. You are prohibited from selling, trading or otherwise transferring your password or account or any information therein to another party or charging anyone for access to any portion of the Site, or any information therein.

13.   Third Party Sites. The Site may include or automatically produce links to third party web sites (“Third Party Sites”). We are not responsible for and do not endorse any advertising, products or other materials on or available from such web sites or resources.  The Site may also include articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Applications, Software or Content"). If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.

14.   Payment of Applicable Fees. If you subscribe to any services that we offer for a charge, you will pay the applicable fees (including, without limitation, annual fees for premium accounts) as they become due plus all related taxes and reimburse us for any collection costs and interest for any overdue amounts.

15.   Indemnification. You agree to indemnify us and hold us harmless from any damages, losses and costs (including, but not limited to, reasonable attorneys’ fees) related to third party claims, charges or investigations, caused by (a) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (b) any content you submit to the Site or (c) any activity in which you engage on or through the Site.

16.   Disclaimers.  THE SERVICES, PRODUCTS AND MATERIALS ON THE SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  NEITHER WE NOR ANY OF OUR RESPECTIVE LICENSORS OR SUPPLIERS WARRANT THAT ANY FUNCTIONS CONTAINED IN THE  SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE  SITE OR THE SERVERS SUPPORTING THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR RESPECTIVE LICENSORS OR SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, PRODUCTS OR MATERIALS IN THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT WE OR ANY OF OUR RESPECTIVE LICENSORS OR SUPPLIERS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION TO YOUR SYSTEM WHICH MAY BE CAUSED BY THE USE OF THE SITE.   APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

17.   Limitation of Liability.  UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, WILL WE OR ANY OF OUR LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS ON THE SITE, OR ANY PRODUCTS OR SERVICES PROVIDED PURSUANT TO THE SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST DATA), SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY TO YOU BY US OR ANY OF OUR LICENSORS OR SUPPLIERS FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO US, IF ANY, FOR ACCESSING THE SITE.

18.   Choice of Law.   These terms will be governed by and construed in accordance with the laws of the State of Georgia, without regard to any principles of conflicts of law.  

19.   Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of a sole arbiter. The place of the arbitration will be Atlanta, Georgia.  The arbitration shall be conducted in English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.  If any of these terms and conditions are found unlawful, void, or for any reason unenforceable, then that provision will be considered severable from the remaining terms and conditions, and will not affect the validity and enforceability of the remaining provisions.  

20.   Exception to Arbitration. Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.

21.   Termination. You may terminate this Agreement, for any or no cause, at any time, with notice to the Site which shall be effective upon the Site processing such notice. The Site may terminate the Agreement for any or no cause, at any time, with or without notice, which shall be effective immediately or as may be specified in the notice.

22.   Claims Regarding Copyright Infringement .Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. sec. 512, we have designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following information:

1.      An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

2.      A description of the copyrighted work that you claim has been infringed;

3.      A description of where the material that you claim is infringing is located on the Site;

4.      Your address, telephone number, and e-mail address;

5.      A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

6.      A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Our agent for notice of claims of copyright infringement can be reached as follows: by e-mail at info@mobileinnovation.org or by mail at:  GSMC Limited, Attn: Copyright Agent, 1000 Abernathy Road, Suite 450, Atlanta, Georgia 30328, USA.

Upon receipt of the written notification containing the information as outlined in 1 through 6 above:

1.      We may remove or disable access to the material that is alleged to be infringing;

2.      We may forward the written notification to such alleged infringer; and

3.      We may take reasonable steps to promptly notify the alleged infringer that it has removed or disabled access to the material.

Counter-Notification.  If the alleged infringer believes that a notice of copyright infringement has been wrongly filed against it and it would like to submit a counter-notification, it may file a Counter-Notification in Response to Claim of Copyright Infringement with our copyright agent. To be effective, a Counter-Notification must be a written communication provided to our copyright agent that includes the following information:

1.      A physical or electronic signature of the alleged infringer;

2.      Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

3.      A statement under penalty of perjury that the alleged infringer has a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

4.      The alleged infringer’s name, address, and telephone number, and a statement that the alleged infringer consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the alleged infringer’s address is outside of the United States, for the Northern District of Georgia, and that the alleged infringer will accept service of process from the person who provided notification or an agent of such person.

Upon receipt of a Counter-Notification containing the information as outlined in 1 through 4 above:

1.      We may promptly provide you with a copy of the Counter-Notification;

2.      We may inform you that it will replace the removed material or cease disabling access to it within ten (10) business days; and

3.      We may replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter-Notification, provided our copyright agent   has not received notice from you that an action has been filed seeking a court order to restrain the User from engaging in infringing activity relating to the material on The Site.

You may want to seek the advice of independent legal counsel before filing a notification or counter-notification.

23.  General Terms.

a.     If any provision of the Agreement is found to be invalid or unenforceable under mandatory laws of a particular jurisdiction, such provision shall be interpreted as to give maximum effect to its intended purpose and this shall not affect the validity or enforceability of (a) such provision under the laws of any other jurisdiction, or (b) any other provision of the Agreement.

b.     We may notify you via postings on www.mobileinnovation.org, and via email or any other communications means to contact information you provide to us. You may also notify us via email at info@mobileinnovation.org or via mail or courier at GSMC Limited, 1000 Abernathy Road, Suite 450, Atlanta, Georgia 30328 USA, Corporation, Attn: General Counsel. 

c.       Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by us or any of our affiliates shall be deemed legally binding on any us or any affiliate in the absence of a physical writing hand signed by a duly appointed officer of such party.

d.      In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the website, exploitation of any advertising or other materials issued in connection therewith, or exploitation of any content or other material used or displayed on them.

e.       You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us and supersedes all prior agreements and understandings, whether written or oral, with respect to the subject matter of this Agreement.

We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.mobileinnovation.org  notifying you otherwise. Your use of the Site after any such changes constitutes your acceptance of the modified terms. If you do not want to agree to changes to the Agreement, you can terminate the Agreement at any time.