EXHIBIT D
EPP Locations Exclusive Sub-Dealer Program
The following process must be followed and the following information must be received by Company
before a Dealer can enter into any contractual arrangement with an approved Sub-Dealer an EPP Location
to promote and sell the Company Authorized Brands. Note: Sub-Dealers who desire to promote and sell
the Company Authorized Brands in the EPP Locations must (i) complete and sign the Exclusive SubDealer Candidate Information Pre-Approval Form (the “Sub-Dealer Information Form”) included below
and (ii) must receive approval to promote and sell one or more of the Company Authorized Brands in the
EPP Locations via receipt of an Exclusive Sub-Dealer Authorization Letter (“Sub-Dealer Authorization
Letter”) signed by Company (included below).
1.
All new Sub-Dealer candidates seeking to open EPP Locations must be pre-approved by the
Regional Account Manager of Company or a designated representative authorized by the
Regional Account Director. Sub-Dealer Candidates who have previously worked for Company or
promoted, marketed or sold the Wireless Service and/or Prepay Products as an employee,
independent contractor or in any other capacity must be pre-approved by a Vice President or
higher level employee of Company.
2.
A signed and completed original of the Sub-Dealer Information Form, attached as part of this
Exhibit D, must be received by Company.
3.
The Sub-Dealer Authorization Letter signed by Company and approving the Sub-Dealer for
participation in the EPP Location Program, attached as part of this Exhibit D, must be received by
Dealer.
4.
Reminders to Dealers.
5.
*
Sub-Dealers must order Prepay Equipment for the Company Authorized Brand(s) directly
from Dealer.
*
Company must pre-approve in writing all Sub-Dealer advertising, including Sub-Dealer
use of Marks (including Hispanic Company Marks if authorized to promote and sell the
Hispanic Market Offering brand).
*
Sub-Dealers must be approved by Company in advance, and are subject to termination by
Company, in its sole discretion.
Program Requirements and Copies of Sub-Dealer Agreements. Sub-Dealers must accept the
EPP Location Program Requirements, attached below as part of this Exhibit E, by executing a
written agreement with Dealer that includes agreement to such Program Requirements. Note:
Upon request from Company, Dealer shall provide Company with copies of such written SubDealer agreements between Dealer and participating Sub-Dealers within five (5) business days,
provided that Dealer may redact any financial or pricing information therein that is reasonably
determined to be confidential or proprietary to Dealer or the applicable Sub-Dealer.
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
Page 1
6.
Program Rules. Dealer shall require and ensure that Sub-Dealers adhere to and comply with the
EPP Location Program Rules, attached below as part of this Exhibit D, and the terms and
conditions included in all Schedules below to this Exhibit D.
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
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Exclusive Sub-Dealer EPP Location Candidate Information
Pre-Approval Form
Sub-Dealer Candidate’s
Name:
DOB
:
Social Security No.:
Home
Address:
Sub-Dealer Candidate Business
Name:
Addres
s:
Address:
Addres
s:
Address:
Type of
Business:
Years In
Business:
Federal Tax I.D.
No.:
Work
Phone:
Home
Phone:
PCS
#:
Fax
#:
Target
Customers:
Other Wireless
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
Page 3
Carriers:
Have you ever been convicted of a crime? If yes, please
explain.
Are you subject to a non-competition agreement, or any restrictions or limitations that would interfere with your
ability to sell or represent any of Company’s Wireless Service and/or
Equipment Authorized Brands, including, but not limited to T-Mobile,
GoSmart Mobile and/or Hispanic Market Offering?
Have you or any other principal owner or shareholder of the Sub-Dealer Candidate ever worked for Company or
represented any T-Mobile Wireless Service and/or Prepay Equipment as an employee, independent contractor or
in any other capacity? If so, please explain
Sub-Dealer Candidate warrants and represents that the information above is true, and that he/she is not prevented
from entering into a distribution arrangement with Dealer to promote, market and sell the Wireless Service and
Prepay Equipment by any legal or other restrictions.
Sub-Dealer Candidate’s Signature: ___________________________________ Date: __________
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
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Exclusive Sub-Dealer EPP Location Authorization Letter
Date Received: _________
Dealer: _________________________________
Exclusive Sub-Dealer Candidate Name: __________________________________
Market (within the Area): _______________
This form is used to notify Dealer regarding the status of requests for Exclusive Sub-Dealer EPP Location
Candidate authorization. After submittal of an Exclusive Sub-Dealer Candidate for EPP Locations,
Company will review the request and respond to Dealer within approximately seven (7) business days
from the receipt date of the completed Exclusive Sub-Dealer EPP Location Candidate Application.
Status:
____ Exclusive Sub-Dealer Candidate approved for the following Company Authorized Brand(s):
______________________________________________________________
____ Exclusive Sub-Dealer Candidate still pending approval
____ Exclusive Sub-Dealer Candidate approved with restrictions
____ Exclusive Sub-Dealer Candidate denied
Reasons for Denial:
____ No Prior-Approval
____ Presently a T-Mobile Dealer/Sub-Dealer
____ Not in Wireless Service coverage area
____ Does not meet Brand Image
_____Unacceptable retail presence or store front
____ Presently another Dealer's sub-dealer
____ Other:
_________________________________________________________
Additional Requirements:
Approved Sub-Dealer Exclusive EPP Locations:
RAM / NAM Signature: ____________________________
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
Date Responded: ____________
Page 5
EXCLUSIVE SUB-DEALER EPP LOCATION PROGRAM
REQUIREMENTS
Dealer shall require that its authorized exclusive Sub-Dealers for the EPP Location Program each
accept the following program requirements by fully executing a written agreement with Dealer that
includes the following program requirements:
1.
Exclusive Sub-Dealer shall adhere to the terms and conditions imposed upon Dealer arising out
of Dealer’s Dealer Agreement with respect to the Company Authorized Brand(s) (“EPP Dealer
Agreement”). Sub-Dealer must acknowledge that Sub-Dealer’s breach of any provision of the
EPP Dealer Agreement shall violate Dealer’s obligations contained in the EPP Dealer Agreement
and shall be considered a breach by Dealer, entitling Company to pursue all rights and remedies
it may have under the EPP Dealer Agreement or under the law directly against Dealer, and that
in turn, Dealer may enforce all of its rights and remedies for such a breach against Sub-Dealer.
2.
Exclusive Sub-Dealer agrees that it shall be required to exclusively sell the Company Authorized
Brands (and any MVNOs as may be specifically authorized by T-Mobile in writing pursuant to the
EPP Dealer Agreement) in the EPP Locations, and Exclusive Sub-Dealer is not permitted to sell
any other wireless service providers or carriers in the EPP Locations.
3.
Exclusive Sub-Dealer shall acknowledge and agree that it is not a party to or a third-party
beneficiary of the EPP Dealer Agreement and shall have no rights, contractual or otherwise
against Company or otherwise to enforce the terms of the EPP Dealer Agreement.
4.
Exclusive Sub-Dealer shall acknowledge that the EPP Dealer Agreement does not grant SubDealer any exclusive rights to promote, market, or solicit sales of Wireless Service or Prepay
Equipment for the Company Authorized Brand(s) in the EPP Locations in the Area. Company and
Company’s other dealers, agents, and affiliates currently do and will continue to promote,
market, sell, and/or solicit orders for the Wireless Service and Prepay Equipment or other
competitive services and equipment in close proximity to Dealer’s locations. Sub-Dealer further
understands and acknowledges that Company will compete directly and indirectly with SubDealer through its direct sales force, other dealers, and other distribution channels within or
outside of Sub-Dealer’s distribution channel, including the Internet, in soliciting potential
Subscribers for sale of Wireless Service and Prepay Equipment.
5.
Exclusive Sub-Dealer shall have no authority to represent Company or Hispanic Company and its
authority with respect to Company shall be limited to Sub-Dealer’s sale of the Company
Authorized Brand(s) in strict accordance with the terms of Dealer’s EPP Dealer Agreement with
Company. Sub-Dealer shall be solely responsible for the management and operation of its
business, including without limitation the payment of all operating expenses, taxes, levies, and
disbursements. Sub-Dealer shall not use any Company or Hispanic Company trade name in any
document or marketing materials without express written consent. All documents and
marketing materials must in all cases conspicuously identify Sub-Dealer by legal name or trade
name, as an “independently owned and operated exclusive dealer”(or such trade name as may be
authorized by Company in writing.
6.
Exclusive Sub-Dealer shall acknowledge that the EPP Dealer Agreement (and any other
agreements between Dealer and Sub-Dealer regarding the promotion and sale of the Wireless
Service and Prepay Equipment) does not create an agency, joint venture, partnership,
employment relationship, franchise, master franchise or area franchise or any third party
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
Page 6
beneficiary rights in its favor with Company or Hispanic Company(with respect to the Hispanic
Market Offering Wireless Service), or any contractual relationship with either Company or
Hispanic Company (with respect to the Hispanic Market Offering Wireless Service). Sub-Dealer
shall not have the authority to bind Company or Hispanic Company (with respect to the Hispanic
Market Offering Wireless Service) in any manner, and neither Company nor Hispanic Company
(with respect to the Hispanic Market Offering Wireless Service) shall have any liability or
obligation of any kind to Sub-Dealer.
7.
Exclusive Sub-Dealer shall acknowledge that Dealer shall be responsible for providing adequate
management support and resources to Sub-Dealer and Company does not have such
responsibility or any other responsibility to Sub-Dealer.
8.
Exclusive Sub-Dealer shall acknowledge that Dealer shall be solely responsible for payment of
any compensation owed to Sub-Dealer or its personnel relating to commissions, royalty
payment or otherwise for the sale of Wireless Service to Subscribers.
9.
Exclusive Sub-Dealers authorized to offer the Wireless Services and Prepay Equipment shall
strictly comply with all policies governing the sale of the Wireless Service as communicated by
Company to Dealer, and use of the any Company or Hispanic Company Marks, including without
limitation the policies described herein.
10.
Exclusive Sub-Dealer’s authorization to promote, market and sell the Wireless Service and
Prepay Equipment shall terminate contemporaneously with the EPP Dealer Agreement.
11.
INTELLECTUAL PROPERTY RIGHTS.
11.1
Marks. Dealer shall require that Sub-Dealer acknowledge and agree that the Company
Marks, along with all Intellectual Property Rights associated therewith, are the property
of T-Mobile and that the Hispanic Company Marks, along with all Intellectual Property
Rights associated therewith are the property of Hispanic Company (each referred to
herein as "Marks”).
11.2
Sub-License in the Marks. Dealer shall require that subject to the terms and conditions of
the EPP Dealer Agreement and its license, Dealer grants to Sub-Dealer a limited,
personal, non-sublicenseable, non-exclusive, non-transferable, revocable sublicense for
the Company Marks and Hispanic Company Marks only to the extent Company indicates
to Dealer that such Marks may be used in connection with Sub-Dealers efforts to
promote, market and sell the Wireless Service and only so long as Sub-Dealer continues
to be authorized to do so. Such sublicense permits Sub-Dealer to use and reproduce the
Company Marks and Hispanic Company Marks only as T-Mobile may authorize in
writing to Dealer from time to time, which Dealer shall communicate to Sub-Dealer,
solely in connection with the Sub-Dealer’s authorized promotion and sale of the Wireless
Service and Prepay Equipment. Sub-Dealer shall comply with all Marks Rules as
communicated by Company to Dealer in its use and reproduction of the Marks. Any
unauthorized use of the Marks, any use not in compliance with Sub-Dealer’s
authorization to promote and sell Wireless Service and Prepay Equipment or any action
that in Company’s determination constitutes an infringement of the Marks by Sub-Dealer,
shall result in Company’s immediate withdrawal of Sub-Dealer’s authorization to
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
Page 7
promote and sell Wireless Service and Equipment as well as subject Sub-Dealer to other
possible penalties and or remedies.
11.3
Marks Owner Rights; Termination. Dealer shall require that Sub-Dealer acknowledge
that it has no rights in or to the Marks except as provided herein and shall not acquire
any rights in the Marks or expectancy to their use as a result of any use of the Marks by
Sub-Dealer, and that all goodwill arising out of any use of the Marks by, through or
under Sub-Dealer shall inure solely to the benefit of the owner of the Marks. Following
the termination of Sub-Dealer’s authorization to promote and sell Wireless Service and
Prepay Equipment, Sub-Dealer shall immediately discontinue use of any Mark (and any
other trademarks or service marks which Company deems to be confusingly similar to
the Marks as communicated by Company to Dealer) and shall promptly destroy, or, at
Company option, forward to Dealer, who shall forward to Company, all advertising and
promotional materials, displays, order forms, signage, and all other materials that contain
any Marks.
11.4
Other Rights. Sub-Dealer acknowledges that the Wireless Service and Prepay Equipment
involve valuable Intellectual Property Rights of Hispanic Company, the Company or their
respective licensors. As between Sub-Dealer and Company, Company shall retain all
right, title, and interest therein, and no title to or ownership of any Intellectual Property
Rights associated with the Wireless Service or Prepay Equipment is transferred to SubDealer or any Subscriber pursuant to this Agreement. As between Sub-Dealer and
Hispanic Company, Hispanic Company shall retain all right, title, and interest therein,
and no title to or ownership of any Intellectual Property Rights associated with the
Hispanic Market Offering Wireless Service or Prepay Equipment is transferred to SubDealer or any Subscriber pursuant to this Agreement.
11.5
Protection of Company’s Rights. Dealer shall require that Sub-Dealer will immediately
notify Dealer of any infringement, misappropriation or violation of any Mark and/or
Intellectual Property Rights of Company and/or Company’s licensors (including, without
limitation, Hispanic Company) that comes to Sub-Dealer's attention. Sub-Dealer must
agree that it will not infringe or violate, and will use its best efforts to preserve and
protect Company and/or Company's licensors' (including, without limitation, Hispanic
Company) interest in, all such Marks and Intellectual Property Rights. In the event of
any such infringement, misappropriation or violation by or resulting from the activities of
Sub-Dealer or any of its officers, employees, agents, contractors or representatives, SubDealer will promptly report such infringement, misappropriation or violation to Dealer,
who shall promptly report same to Company and Company will take all steps Company
deems reasonably necessary to terminate any such infringement, misappropriation or
violation. Company or Company’s designee will have exclusive control over the
prosecution and settlement of any legal proceeding to enforce, to recover damages on
account of any infringement, misappropriation or violation, or to defend any of its or its
licensor's (including, without limitation, Hispanic Company) Marks and/or Intellectual
Property Rights. Without limiting the generality of the foregoing, Sub-Dealer will: (a)
provide such assistance related to such proceeding as Dealer may reasonably request; and
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
Page 8
(b) assist Company in enforcing any settlement or order made in connection with such
proceeding; provided that Dealer, on behalf of Company, will reimburse the expenses
reasonably incurred by Sub-Dealer to provide such assistance in accordance with Dealer's
requests for the same.
12.
NO CLAIMS AGAINST COMPANY. Dealer shall require that Sub-Dealer acknowledge and
agree that it shall have no right to assert claims of any nature against Company. Sub-Dealer shall
further covenant and agree that it will not, under any circumstances, bring any demand, suit,
cause of action, or claim of any nature against Company or Hispanic Company.
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
Page 9
EXCLUSIVE SUB-DEALER EPP LOCATION PROGRAM
RULES
1.
2.
3.
Dealer shall require that its authorized exclusive Sub-Dealers with EPP Locations adhere to the
following Program Rules:
INCONSISTENT TERMS. If any inconsistency or conflict exists between these Program Rules
and the Agreement, these Program Rules control. In such case and except as specifically stated
herein, the provisions of the Agreement not inconsistent with these Program Rules remain in full
force and effect.
EQUIPMENT AND PREPAY PRODUCTS. By placing an order for Prepay Equipment (or by
accepting shipment of Prepay Equipment), Sub-Dealer represents and warrants that such Prepay
Equipment shall be sold only to new or existing Subscribers.
4.
EQUIPMENT AND SERVICE WARRANTY. Dealer will purchase the Prepay Equipment
from Company (for T-Mobile branded Prepay Equipment) or Dealer will purchase the Prepay
Equipment from Company’s approved Equipment Vendor(s) (for GoSmart Mobile or Hispanic
Market Offering branded Prepay Equipment) via separate agreement between Dealer and such
Equipment Vendor. NEITHER DEALER NOR COMPANY MAKES ANY WARRANTIES,
EITHER EXPRESS OR IMPLIED, CONCERNING THE PREPAY EQUIPMENT OR THE
WIRELESS SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IT IS INTENDED
BY THE PARTIES THAT THIS PROVISION SHALL APPLY TO SUB-DEALER AND ANY
OF SUB-DEALER’S EMPLOYEES, AGENTS OR CUSTOMERS.
5.
INVENTORY SUPPLY/LIMITATIONS. [RESERVED]
6.
PACKAGING.Sub-Dealer shall not alter or modify the contents of any Prepay Equipment kits or
pre-packaged Prepay Equipment in any way prior to sale to a Subscriber, including, without
limitation, removing SIM Cards from a Prepay Equipment Kit.
7.
AREA. Sub-Dealer shall be authorized to sell the Wireless Service and Prepay Equipment
through approved EPP Locations in the following Area(s): _______________________.
8.
ADVERTISING.
8.1
General Guidelines. Company has made a significant investment to develop and promote
advertising programs. Sub-Dealer must receive prior approvals from Dealer of any
advertising materials or other collateral that use the Marks (including the Hispanic
Company Marks). In addition, all advertising materials that depict the Marks must comply
with the advertising guidelines set forth in greater detail in the Marks Rules or as otherwise
communicated by Dealer to Sub-Dealer in writing.
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
Page 10
9.
SCHEDULES. The following Schedules are by this reference incorporated into these Program
Rules: Schedule 1 (Consumer Code for Wireless Service); Schedule 2 (Policies on Direct Sales
Solicitations); Schedule 3 (Operating Standards); Schedule 4 (Rebate Policy – Minimum
Standards).
10.
PROMOTIONS. Dealer shall not be obligated to offer to or through Sub-Dealer any
promotions, including without limitation, promotional pricing on Prepay Equipment, accessories
or airtime that Company or Hispanic Company(with respect to the Hispanic Market Offering
Wireless Service) may advertise through newspaper, radio, television, or other media or
collateral.
11.
REGULATORY MATTERS. Dealer shall require that Sub-Dealer’s authorization to promote
and sell the Wireless Service and Equipment in the EPP Locations shall at all times be subject to
changes or modifications to comply with, or to obtain any necessary approvals of local, state, and
federal regulatory agencies and courts having jurisdiction over the provision of Wireless Service
in the Area. Sub-Dealer shall take no action inconsistent with, and agrees to support, any efforts
by Company before regulatory authorities or others regarding regulatory issues to the extent such
efforts or actions are undertaken by Company.
12.
ACTIVATION PROCEDURES. To qualify for Compensation with respect to a Subscriber Activation
hereunder, Dealer shall require that Sub-Dealer follow the following the Activation procedure
established by Company from time to time, in its sole discretion as well as the requirements for
any Compensation included in the Monthly CAP Document.
12.1
Dealer shall process all Prepay Activations for EPP Locations using only the Dealer
Activation Code assigned by Company to Dealer for such EPP Location.
12.2
All Prepay Activations must be run through Payment Vendor’s activation portal using
such appropriate access codes assigned by Payment Vendor for each Location.
12.3
For each Prepay Activation, a SIM will be paired with a specific IMEI, with such SIM/IMEI
pairings being associated for a period of up to one hundred eighty (180) days. Each
SIM/IMEI pair must be registered on Company’s Wireless Service network within
twenty-four (24) hours of the Prepay Activation.
12.4
Dealer shall ask each potential Subscriber whether they currently subscribe to wireless
service, either through Company or another wireless service provider, or have another
telephone number that they wish to use for Wireless Service. If the potential Subscriber
is a current customer of another wireless service provider or has an existing telephone
number for landline or other telecommunications service, and wishes to use their same
telephone number, Dealer shall follow Company’s Porting Procedures, which shall be
communicated to Dealer by Company from time to time in Company’s discretion, to
attempt to Port-In the potential Subscriber’s existing MSISDN or telephone number. If
the potential Subscriber is a current Company Subscriber, Dealer shall proceed with
requesting a new line of Wireless Service for the Subscriber. If the potential Subscriber
does not currently subscribe to wireless service or asks to Port-In another telephone
number, Dealer shall comply with the Activation procedures described below.
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
Page 11
13.
12.5
Company shall not be responsible for any Subscriber return or cancellation. To the
extend Dealer elects to implement a return of cancellation program, Dealer shall be solely
responsible for: (a) advising Subscribers as to such return or cancellation program’s
requirements and (b) ensuring such return or cancellation program complies with all
applicable laws.
12.6
Dealer assumes all liability and responsibility for dishonored or invalid payments,
including without limitation, checks not honored due to insufficient funds (NSF), credit
card charge-backs, unauthorized credit charges and the like. During the Prepay
Activation process, Company shall credit the Subscriber’s account the amount of the
advanced payment. Dealer shall be responsible for ensuring all payment transactions
are accurately input into Payment Vendor’s systems.
12.7
For Subscribers whose Primary Place of Use is within the State of California, and
regardless of whether Dealer acted as the Activating agent for the Subscriber’s Wireless
Service, Dealer shall refer such Subscriber or potential Subscriber to Company’s
Customer Care number to respond to any inquiries about (i) Company’s legal name or
operating company name in the State of California; (ii) Company’s Privacy Policy; (iii)
any third-party services appearing on Company’s bill; (iv) explanations or descriptions
with respect to the services appearing on the Subscriber’s bill; (v) the toll-free Customer
Care number and address of Company; or (vi) the address and toll-free telephone number
for the California Public Utility Commission.
12.8
It is anticipated that a significant portion of Subscribers to Hispanic Market Offering
Wireless Services will be Spanish speaking or English-Spanish bilingual speakers.
Accordingly, Dealers authorized to sell Hispanic Market Offering shall require SubDealer to have personnel on-site at each of its locations able to effectively communicate
in Spanish and all disclosures and documentation for each transaction will be offered and
made available, at the Subscriber’s discretion, in Spanish and/or English. Such Dealers
shall also have sufficient personnel with Spanish language proficiency to be able to
effectively deal with operational and customer service/satisfaction issues arising from
utilization of Spanish speaking sub-dealers selling to Spanish speaking subscribers.
PROHIBITED PROMOTIONS AND SALES PRACTICES. Dealer shall require that SubDealer adhere to the following:
13.1
Communications with Subscribers. Sub-Dealer shall not engage in any unlawful,
threatening, abusive, harassing, or other objectionable communications with Subscribers.
13.2
Rebates and Discounts. Sub-Dealer shall not promote or offer any form of rebate relating
to the Wireless Service or which could otherwise be construed to modify the Wireless
Service Agreement or rate plan selected by the Subscriber, and shall strictly adhere to
Company’s Rebate Policy – Minimum Standards as communicated by Dealer to SubDealer when offering any form of Rebate to a Subscriber or potential Subscriber.
13.3
Direct Sales Solicitations Policy. As set forth in the Agreement, all promotions and sales
of Prepay Equipment and Wireless Service must be made out of an easily accessible EPP
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
Page 12
Location. Sub-Dealer shall strictly abide by the Direct Sales Solicitations Policy attached
hereto as Schedule 2. Without limiting the foregoing, Sub-Dealer shall not promote or
sell Prepay Equipment or Wireless Service through telephone sales or telemarketing
activities, direct mail activities, broadcast faxing activities, catalog sales activities,
Internet sales activities, text messaging to consumers, or any other similar direct sales
activity.
13.4
Fraudulent Activities. Engaging in any fraudulent activity with respect to the promoting,
marketing or selling of Wireless Service and Prepay Equipment or similarly fraudulent
activities, as determined by Company in its sole discretion, will result in cancellation or
restriction of Sub-Dealer’s participation in promotions and advertising programs, and/or
termination of the Agreement without affording Sub-Dealer the opportunity to cure any
such breach.
13.5
Supplier Code of Conduct. Dealer and its approved Sub-Dealers, if any, shall comply
with the T-Mobile USA Supplier Code of Conduct (“Supplier Code of Conduct”), where
Dealer shall be deemed to be the “Supplier”, which may be reviewed via www.tmobile.com. The terms of the Supplier Code of Conduct are incorporated herein by
reference and may be revised by Company from time to time. Dealer shall promptly
report to Company any discovered or suspected fraud, illegal activity or other violation of
the Supplier Code of Conduct by any party, including T-Mobile’s employees.
Dealer warrants and covenants that it will not give any commissions, payments, gifts,
kickbacks, lavish or expensive entertainment or other things of significant value to any
employee or agent of Company, or anyone else, in connection with this Agreement.
Dealer further warrants that it shall neither directly nor indirectly pay, offer, give, nor
promise anything of value in connection with this Agreement to a U.S. or non-U.S. public
official or any other person in violation of the Foreign Corrupt Practices Act, the U.K.
Bribery Act or any other applicable law relating to anti-corruption.
14.
PROHIBITED USE OF HISPANIC MARKET OFFERING NAME, SLOGANS, OR
SIMILAR NAMES.
14.1
Dealer shall require that its Sub-Dealers and its Personnel not:
14.1.1 Use, without Dealer’s specific prior written consent to such use, Company’s or
Hispanic Company’s (with respect to the Hispanic Market Offering Wireless
Service) promotional slogans or phrases in connection with any service or
product if the slogan or phrase was first used by Company(or Hispanic
Company) in connection with the Wireless Service or Prepay Equipment
(collectively, the “Protected Slogans”). The foregoing prohibitions shall apply
to, but not be limited to, the following uses: domain names, company names,
advertising, promotional materials, signage, and all similar uses.
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
Page 13
14.1.2 Register or apply to register with any public or private entity any domain name,
trademark, or trade name that contains any Protected Slogans or Protected
Words.
14.1.3 Use as metatags, advertising keywords or otherwise register, reserve, or purchase
Company’s Name or Hispanic Company’s Name, promotional slogans, phrases,
or other Marks for use with any web site operated directly or indirectly by or
through Dealer, its Sub-Dealers, or other representatives, in connection with any
world wide web search engine or tool used on the world wide web, including,
without limitation, Google, Bing!, Yahoo, or similar or successor search tool.
14.1.4 Dealer may terminate Sub-Dealer immediately in the event of a breach of these
provisions. Dealer may also seek an injunction or other equitable relief to
enforce any right, duty or obligation under this Section. To obtain injunctive or
other equitable relief, Dealer shall not be required to post a bond or, if required
by law or by the court, Sub-Dealer hereby consents to a bond in the lowest
amount permitted by law and the parties agree that relief may be granted without
proving monetary damages. This Section shall in no way limit Dealer’s rights
under this Agreement, at law, or in equity, regarding the improper or illegal use
of Company or Hispanic Company intellectual property. The terms of this
Section shall survive any termination of this Agreement.
15.
RENEWALS. [Reserved]
16.
EXCLUDED RATE PLANS: [Reserved]
17.
These Program Rules are subject to change upon thirty (30) days prior written notification by
Dealer to Sub-Dealer.
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
Page 14
Schedule 1 To Exhibits D and E
Consumer Code for Wireless Service
1.
INCORPORATED TERMS. The Consumer Code for Wireless Service (“Code”) applies to all
interactions between Sub-Dealer and potential Subscribers.
2.
APPLICABILITY AND ENFORCEMENT. T-Mobile is a signing party to the CTIA wireless
carriers’ voluntary Code. Sub-Dealer shall comply with all aspects of the Code relating to SubDealer’s contacts with potential Subscribers and Subscribers. Engaging in any conduct in
violation of the Code may result in immediate withdrawal of T-Mobile’s authorization for SubDealer to promote and sell the Wireless Service and Equipment.
3.
CODE. The wireless carriers that are signatories to this Code will:
3.1
Disclose Rates and Terms of Service to Consumers. For each rate plan offered to new
consumers, wireless carriers will make available to consumers in collateral or other
disclosures at point of sale and on their web sites, at least the following information, as
applicable: (a) the calling area for the plan; (b) the monthly access fee or base charge; (c)
the number of airtime minutes included in the plan; (d) any nights and weekend minutes
included in the plan or other differing charges for different time periods and the time
periods when nights and weekend minutes or other charges apply; (e) the charges for
excess or additional minutes; (f) per-minute long distance charges or whether long
distance is included in other rates; (g) per-minute roaming or off-network charges; (h)
whether any additional taxes, fees, or surcharges apply; (i) the amount or range of any
such fees or surcharges that are collected and retained by the carrier; (j) whether a fixedterm contract is required and its duration; (k) any activation or initiation fee; and (l) any
early termination fee that applies and the trial period during which no early termination
fee will apply.
3.2
Make Available Maps Showing Where Service Is Generally Available. Wireless carriers
will make available at point of sale and on their web sites maps depicting approximate
voice service coverage applicable to each of their rate plans currently offered to
consumers. To enable consumers to make comparisons among carriers, these maps will
be generated using generally accepted methodologies and standards to depict the carrier’s
outdoor coverage. All such maps will contain an appropriate legend concerning
limitations and/or variations in wireless coverage and map usage, including any
geographic limitations on the availability of any service included in the rate plan.
Wireless carriers will periodically update such maps as necessary to keep them
reasonably current. If necessary to show the extent of service coverage available to
customers from carriers’ roaming partner, carriers will request and incorporate coverage
maps from roaming partners that are generated using similar industry-accepted criteria, or
if such information is not available, incorporate publicly available information regarding
roaming partners’ coverage areas.
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3.3
Provide Contract Terms to Customers and Confirm Changes in Service. When a
customer initiates service with a wireless carrier or agrees to a change in service whereby
the customer is bound to a contract extension, the carrier will provide or confirm the
material terms and conditions of service with the subscriber.
3.4
Allow a Trial Period for New Service. When a customer initiates service with a wireless
carrier, the customer will be informed of and given a period of not less than fourteen (14)
days to try out the service. The carrier will not impose an early termination fee if the
customer cancels service within this period, provided that the customer complies with
applicable return and/or exchange policies. Other charges, including airtime usage, may
still apply.
3.5
Provide Specific Disclosures in Advertising. In advertising of prices for wireless service
or devices, wireless carriers will disclose material charges and conditions related to the
advertised prices, including if applicable and to the extent the advertising medium
reasonably allows: (a) activation or initiation fees; (b) monthly access fees or base
charges; (c) any required contract term; (d) early termination fees; (e) the terms and
conditions related to receiving a product or service for “free”; (f) the times of any peak
and off-peak calling periods; (g) whether different or additional charges apply for calls
outside of the carrier’s network or outside of designated calling areas; (h) for any rate
plan advertised as “nationwide,” (or using similar terms) the carrier will have available
substantiation for this claim; (i) whether prices or benefits apply only for a limited time
or promotional period and, if so, any different fees or charges to be paid for the remainder
of the contract term; (j) whether any additional taxes, fees, or surcharges apply; and (k)
the amount or range of any such fees or surcharges collected and retained by the carrier.
3.6
Separately Identify Carrier Charges from Taxes on Billing Statements. On customers’
bills, carriers will distinguish (a) monthly charges for service and features, and other
charges collected and retained by the carrier, from (b) taxes, fees, and other charges
collected by the carrier and remitted to federal state or local governments. Carriers will
not label cost recovery fees or charges as taxes.
3.7
Provide Customers the Right To Terminate Service for Changes to Contract Terms.
Carriers will not modify the material terms of their subscribers’ contracts in a manner that
is materially adverse to subscribers without providing a reasonable advance notice of a
proposed modification and allowing subscribers a time period of not less than fourteen
(14) days to cancel their contracts with no early termination fee.
3.8
Provide Ready Access to Customer Service. Customers will be provided a toll-free
telephone number to access a carrier’s customer service during normal business hours.
Customer service contract information will be provided to customers online and on
billing statements. Each wireless carrier will provide information about how customers
can contact the carrier in writing, by toll-free telephone number, via the internet or
otherwise with any inquiries or complaints, and this information will be included, at a
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minimum, on all billing statements, in written responses to customer inquiries, and on
carriers’ web sites. Each carrier will also make such contact information available, upon
request, to any customer calling the carrier’s customer service departments.
3.9
Promptly Respond to Consumer Inquiries and Complaints Received from Government
Agencies. Wireless carriers will respond in writing to state or federal administrative
agencies within thirty (30) days of receiving written consumer complaints from any such
agency.
3.10
Abide by Policies for Protection of Customer Privacy. Each wireless carrier will abide
by a policy regarding the privacy of customer information in accordance with applicable
federal and state laws, and will make available to the public its privacy policy concerning
information collected online.
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Schedule 2 to Exhibits D and E
Policies on Direct Sales Solicitations
1.
DIRECT AND MASS SALES SOLICITATIONS ARE PROHIBITED. Direct sales solicitations for the
purpose of soliciting Subscribers or prospective Subscribers to activate Wireless Service, upgrade
his/her existing Wireless Service or phone, purchase accessories for his/her Prepay Equipment, or
otherwise purchase any other Company goods or services (“Direct Sales Solicitations”) is
prohibited by Company. Direct Sales Solicitations prohibited under this policy include, without
limitation, solicitations that employ:


Unsolicited faxing.

Unsolicited emailing.

Landline-to-mobile or mobile-to-mobile text messaging.

Mass mailing (without prior written consent from Company).

2.
3.
Telemarketing (outbound telephone solicitations to existing or prospective
Subscribers).
Extending targeted offers, by phone, mail, email, or otherwise, based on a
Subscriber’s or prospective Subscriber’s prescreened credit information, regardless of
the source of such information, without the express written consent and approval of
Company.
SUB-DEALER COMPLIANCE. Sub-Dealers are liable for their employees’ and other sales
agent’s/representative’s failure to comply with the Agreement and this important policy. Upon
request by Dealer, Sub-Dealers must provide written and signed certifications that they have and
are continuing to adhere to this Policy and have completed the following:

Provided training to existing Sub-Dealer principals, and existing and new
sales managers and sales supervisors on the Policy.

Provided periodic
employees/representatives.
reminders
regarding
the
Policy
to
all
sales
CONSEQUENCES FOR FAILING TO COMPLY WITH THIS POLICY. The Direct Sales Solicitations
described above are damaging to the Company’s and Hispanic Company’s brands and goodwill,
and can result in violations of state and federal law. In addition to any penalties or fines that may
be imposed by state and federal agencies, Sub-dealers who engage in Direct Sales Solicitations will
be liable for significant damages to Company and Hispanic Company, which include, without
limitation, liquidated damages, plus attorneys’ fees and costs. In addition, any violation of the
prohibition on Direct Sales Solicitations may result in the immediate withdrawal of Company’s
authorization for Sub-Dealer to promote and sell the Wireless Service and Prepay Equipment.
All certifications requested pursuant to this policy shall be provided to Dealer within thirty (30)
days of the date of the request. In the event Sub-Dealer fails to provide Dealer with signed
certification(s) upon request, or fails to deliver the required training programs to their sales
managers, supervisors or other sales representatives, in addition to any other rights Dealer may
have, up to and including termination for cause, Dealer shall have the right to immediately
terminate some or all of Sub-Dealer’s Activation Codes.
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Schedule 3
EPP Location Exclusive Sub-Dealer Operating Standards
1.
2.
GENERAL.
1.1
Purpose. The following EPP Location Exclusive Sub-Dealer Operating Standards
(“Operating Standards”) are a critical component of the EPP Location Exclusive SubDealer Program (“Program”). The purpose of these Operating Standards is to ensure that
Locations participating in the Program meet and maintain the threshold customer service,
performance, staffing and appearance standards required by Company as a condition to
ongoing participation in the Program. These Operating Standards are incorporated into the
Agreement (and any amendment to the Agreement). Failure to adhere to the Operating
Standards outlined below may disqualify Sub-Dealer from participating in the Program or
subject Dealer to other remedies for breach of the Agreement, up to and including
termination of the agreement or withdraw of approval for a Sub-Dealer’s authorization to
sell Wireless Service and Prepay Equipment altogether.
1.2
Modification. These Operating Standards, including the appendices hereto are subject to
change on 30-days prior written notice to Dealer. Dealer is solely responsible for providing
notice of any change to its Sub-Dealers within such 30-day notice period.
PERSONNEL.
2.1
2.2
Staffing.
2.1.1
Each EPP Location must be staffed in accordance with a traditional retail model
for national brands. Sub-Dealers shall staff each EPP Location during store
operating hours in a manner that ensures 1) that the sales floor is attended by a
qualified retail sales representatives at all times during store operating hours; and
2) prompt customer service.
2.1.2
Sub-Dealer’s retail sales representatives must understand and be able to
accurately inform Subscribers about the Wireless Service and Equipment offered
for all Company Authorized Brands, communicate the values that support the
Company Authorized Brands , and be polished, well groomed, polite and wellspoken To the extent an EPP Location is authorized to promote and sell Hispanic
Market Offering, it is anticipated that a significant portion of Subscribers will be
Spanish language speakers or bilingual Spanish-English speakers, Sub-Dealer’s
retail sales representatives shall be able to communicate effectively in Spanish
and English and shall inquire of the customer which language they prefer and
will conduct all communication in the language chosen by the customer.
Training.
2.2.1
If applicable, all Sub-Dealer retail sales representatives are expected to
successfully complete all training modules required by Company (which will be
tracked through Company’s then-current training platform), within the timeframe
prescribed by the Company.
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2.3
3.
2.2.2
Under no circumstances will any Sub-Dealer sales representative or employee be
authorized to sell Wireless Service and Prepay Equipment unless he/she have met
all new and ongoing training and certification requirements described above.
2.2.3
For new EPP Locations, store codes will not be provided until all retail sales
representatives have successfully completed all required training.
Dress Code.
2.3.1
All Sub-Dealer sales representatives and employees will be required to adhere to
business-casual professional attire (no shorts, jeans or t-shirts) consistent with the
retail employee Dress Code Standards set forth in Appendix A. Sub-Dealer
branded nametags shall be worn at all times. .
2.3.2
Sub-Dealer employees and sales representatives may only use Company
Authorized branded and approved devices on the sales floor.
STORE ENVIRONMENT.
3.1
Merchandizing/Plan-O-Gram.
3.1.1
All EPP Locations must substantially adhere to the Merchandising Guidelines
and standards for EPP Locations set forth herein as Appendix B and as may be
separately provided by Company from time to time.
3.1.2
Retailers may not install any additional signage, displays or fixtures inside or
outside of an EPP Location (unless otherwise approved in writing by Company
as part of the design), or supplement or otherwise modify any aspect of the
fixture design or merchandising guidelines provided by Company.
By way of example only, Sub-Dealers may NOT use or display the following on
the sales floor:

The use of magenta, GoSmart Mobile or Hispanic Market Offering
colors except as specified by Company.

Unapproved Interior or exterior light boxes, neon signs and banners.

Light fixtures intended to draw attention, e.g., flashing lights.

Handwritten signs or posters.

Handwritten price cards.

Non-approved collateral of any kind.

Bulletin boards on the sales floor.

Water-coolers, televisions or monitors (unless used as a national
programming feature as communicated and approved by Company),
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coffee machines, vending machines, refrigerators, and fund-raising
fixtures or displays on the sales floor.
3.2
Interior and Exterior Signs.
3.2.1
3.3
Provider must adhere to Company’s approved interior and exterior sign
specifications, which Company may modify in its sole discretion.
Facility.
3.3.1
The sales floor must never be left unattended during business hours.
3.3.2
Collateral displays must be fully functional, in good working order and in good
condition.
3.3.3
Customer Information must never be left on the sales floor. Sub-Dealers must
comply with Subscriber Information protections as detailed in the Agreement and as
may be communicated by Company from time to time, including having a method of
secure disposal for such information (if not otherwise required to securely store such
information by Company).
3.3.4
Friends and relatives should not be allowed to loiter in the store or kiosk.
3.3.5
All showroom light fixtures should be on and in good working condition during store
hours.
3.3.6
Temperature on the sales floor should be set at a comfortable level.
3.3.7
Store fixtures and surfaces should be uncluttered and clean (No food, beverages or
personal items should be allowed on the sales floor or visible inside the kiosk).
3.3.8
Windows must be clean and free of clutter at all times and display materials in
accordance with the EPP Location then current Merchandising Guidelines.
3.3.9
Carpets and other approved floor coverings must be maintained (cleaned /vacuumed)
and in good condition at all times. Spots or stains should be promptly removed from
the showroom carpeting.
3.3.10 Walls and external kiosk sides should be clean.
3.3.11 Broken, damaged or unapproved fixtures must be promptly removed from view, and
repaired or replaced.
3.3.12 No smoking anywhere inside the EPP Location. In addition, Sub-Dealer employees
may not smoke outside within a close proximity to the entryway for the EPP
Location.
3.3.13 With the exception of service animals, no pets or animals should be allowed on the
premises or the sales floor. Sub-Dealer shall comply will all local requirements with
respect to service animals.
3.3.14 No televisions on the sales floor.
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3.3.15 Music should be audible but not loud, and aesthetically pleasing to customers. Music
is not permitted for kiosk EPP Locations.
4.
OPERATION.
4.1
4.2
Retailer Policies and Procedures.
4.1.1
Sub-Dealer shall support all Company policies and procedures in operation of the
EPP Locations in accordance with the terms of the Agreement.
4.1.2
Sub-Dealers must accept, at a minimum, cash and major credit card payment
methods for all transactions at EPP Locations.
4.1.3
Sub-Dealer must have a reasonable number of Point of Sale terminals in the EPP
Locations to be used in Subscriber transactions.
Subscriber Retention and Loyalty.
4.2.1
4.3
All Sub-Dealers are expected to meet or beat the churn goals established by
Company from time to time in accordance with the terms of the Agreement.
Sales Subscriber Experience.
4.3.1
Minimum expectations of the Sales Subscriber Experience are as follows:

Phone greeters must identify himself or herself as a representative of the
trade name approved by Company “powered by the T-Mobile Network”,
as an authorized Sub-Agent of Company.

Subscribers must be greeted within a reasonable time of entering the
store, not to exceed 60 seconds.

Sales representatives must introduce themselves (and be wearing a
nametag) and ask for the Subscriber’s name.

Sales representatives must qualify the Subscriber by asking key
questions regarding the Subscriber’s intended use for the service, e.g.,
why is the Subscriber purchasing a phone? How many minutes does the
Subscriber use per month? Does the Subscriber travel?

Sales presentations must include, at a minimum, the following:

o
2 Personal Coverage Checks.
o
Description of phone features, phone accessories, data/internet
features and products, rate plan details, PrePay options, Activation
Fees.
o
Competitive comparison.
o
Return Policy.
Customer on-boarding must include the explanation of the following:
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
Page 22

5.
o
Rate Plan
o
First Bill expectations
o
Terms and Conditions of Service
o
Voicemail setup
o
Self-service features
o
How to use the Phone
o
Optional Accessories
o
Contact information
Reserved
VALUE ADDED SERVICES.
5.1
Handset and Accessory Availability.
5.1.1
5.2
All EPP Locations must, at all times, inventory a reasonable quantity of SKUs
(handsets), and a reasonable quantity of manufacturer branded accessories.
Personal Coverage Check.
5.2.1
Sub-Dealer sales representatives are required to offer at least 2 Personal Coverage
Checks for a customer at the point of sale.
6. FAILURE TO COMPLY.
6.1 Sub-Dealers who fail to comply with the requirements described in these Operating Standards
document will be subject to various actions based on the level and type of infraction, up to
and including warning letters, withdrawal of approval of the EPP Location at issue, and/or
all other Sub-Dealer EPP Locations to participate in the Program and Program benefits, or
termination of the Exclusive Sub-Dealer Agreement for breach.
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Appendix A
1. RETAIL DRESS STANDARDS.
Dress, grooming, and personal cleanliness standards contribute to a positive work environment for all
sales representatives and employees and affect the business image we present to customers and
visitors. For these reasons, the dealer sale representatives and employees are expected to adhere to a
professional, business-casual, attire standard that presents a neat and clean appearance. In addition,
appropriate grooming and personal hygiene is a necessary part of our dress standard.
1.1
Dress Standards – Male Sales Representatives and Employees.
1.1.1
1.1.2
1.2
Appropriate:

Dress Shirt – buttoned up and tucked in.

Dress Slacks or Jeans (Black, Navy or Khaki).

Belt if slacks have belt loops.

Closed toe shoes.

Name Badge.
Inappropriate

Shorts.

Tennis Shoes / Athletic styles.

Hats.

Tee Shirts / Tank tops.

Inappropriate or excessive jewelry.
Dress Standards – Female Sales Representatives and Employees.
1.2.1
1.2.2
Appropriate:

Dress Shirt – buttoned up and tucked in.

Dress Slacks or Jeans (Black, Navy or Khaki).

Belt if slacks have belt loops.

Skirts that fall to at least top of the knee.

Closed toe shoes.

Name Badge.
Inappropriate:

Shorts.

Tennis Shoes / Athletic styles.

Hats.

Tee Shirts / Tank tops.

Midriff-baring or sheer tops.

Inappropriate or excessive jewelry.

Short skirts above the knee.
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1.3
Additional Requirements – All Sub-Dealer Sales Representatives/Employees. In addition to
these dress standards, the following requirements apply to all Sub-Dealer sales
representatives/employees:




All garments must be clean and wrinkle free.
Appropriate undergarments and hosiery must be worn at all times.
Good personal hygiene must be practiced.
Hair must be neat, clean, well trimmed and combed. (Extreme styles or colors are
subject to approval)
 Facial hair must be neat and trimmed.
 Earrings are limited to two earrings per ear with jewelry not measuring more than
one inch in diameter.
 No body jewelry in areas such as nose, eyebrow, lip or tongue.
 Tattoos that management deems to be offensive, unprofessional, or distracting must
be covered up.
 No Gum chewing or eating of food on the sales floor.
Exclusive Sub-Dealer dress standards are intended to be a set of guidelines. Company
reserves the right to determine the “appropriateness” of a sales representative’s/employee’s
attire and appearance. Sales Representatives/employees requesting accommodations due to a
disability or religious reasons must be reviewed with their dealer HR Manager.
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Appendix B
EPP Program Merchandising Guidelines may be separately provided by Company and may be updated by
Company from time to time, in its sole discretion.
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
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Appendix C
Exclusive Sub-Dealer EPP Location Sign Specifications may be separately provided by Company, and
may be updated from to time be Company in its sole discretion.
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
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Schedule 4 To Exhibits D and E
Rebate Policy – Minimum Standards
1. REBATES AND PROMOTIONS.
1.1 Company Rebate Policies Regarding Dealer-funded Rebates:
1.1.1
Dealer may not offer rebates or other discounts on Wireless Service.
1.1.2
Dealer may not offer any mail-in rebates on Prepay Equipment under any circumstances
whatsoever, unless otherwise expressly permitted by Company, in advance and in writing, in
each instance.
1.1.3
Over-the-counter, Dealer-funded instant rebates on Prepay Equipment are permitted,
provided that each of the following requirements is satisfied: such instant rebate offer
conforms to Dealer’s obligations under the Exclusive Prepay Agency Agreement
(“Agreement”) relating to Good Business Practices; all of the terms and conditions of the
rebate offer are clearly and conspicuously disclosed to the Subscriber; and the rebate offer is
not subject to or otherwise conditioned upon the Subscriber’s use of or continued
subscription to the Wireless Service for a term of any length.
1.1.3.A All over-the-counter Dealer-funded rebates on Prepay Equipment must clearly and
conspicuously indicate in all internal and external advertising and marketing materials that (i)
Dealer is the entity offering the rebate; (ii) Dealer bears sole responsibility for payment to the
Subscriber of the full rebate amount offered; and (iii) Company does not endorse or assume
responsibility for payment of the rebate (or any portion thereof) under any circumstances.
1.1.3.B All advertised or published Dealer-funded rebate offers (over-the-counter rebates) must
be available for a fixed and reasonable period of time of not fewer than seven (7) days in
duration.
1.1.4
If Company authorizes Dealer to offer a Dealer-funded mail-in rebate, Dealer
additionally shall adhere to the following minimum rebate standards (with Company hereby
expressly reserving the right, exercisable in its sole discretion on a case-by-case basis, to
require that Dealer adhere to other mail-in rebate standards over and above the below-listed
minimum standards):
1.1.4.A Dealer (or its designated rebate fulfillment entity) must accept properly completed
rebate forms for eligible Prepay Equipment purchased from Dealer and Activated during the
rebate offer period, provided that such rebate forms are postmarked anytime during the
rebate offer period or the thirty (30)-day period immediately following the end of the rebate
offer period (or longer, at Dealer’s option).
1.1.4.B Such final eligible postmark date must be stated clearly, accurately and conspicuously
on the Dealer’s rebate form.
1.1.4.C Dealer shall process and mail the rebate funds to the Subscriber within eight (8) weeks
after receipt by Dealer (or its designated rebate fulfillment entity) of the completed, eligible
rebate form.
1.1.4.D Provided that such condition is set forth clearly, accurately and conspicuously in both (i)
the Dealer’s rebate form and (ii) the legal disclosure section of all relevant Dealer-issued or
Dealer-controlled advertising and marketing materials, Dealer specifically may condition the
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
Page 28
Subscriber’s eligibility for the Dealer-funded rebate on the Subscriber maintaining its Wireless
Service account in good standing until the rebate is fulfilled. Under no circumstances shall
such eligibility condition derogate in any manner from Dealer’s affirmative legal obligation to
process and mail the rebate funds to the Subscriber within eight (8) weeks after receipt by
Dealer (or its designated rebate fulfillment entity) of the completed, eligible rebate form.
1.1.4.E
While Company assumes no financial or legal liability of any kind or amount for
the payment of any Dealer-funded rebate, Company may elect to pay, but is under no
obligation to pay, any Dealer-funded rebate to a Subscriber as a result of, and as a means to
resolve, a customer service complaint. Without limiting any other contractual, legal or
equitable rights, Company may offset and recoup from Dealer any amount paid to a
Subscriber to fulfill a Dealer-funded rebate offer.
1.2
Rebate Policies Regarding Sub-Dealer-funded Rebates: Dealer shall require that its
authorized exclusive Sub-Dealers (if any) adhere to the following:
1.2.1Sub-Dealer may not offer rebates or other discounts on Wireless Service.
1.2.2Sub-Dealer may not offer any mail-in rebates on Prepay Equipment under any circumstances
whatsoever, unless otherwise expressly permitted by Dealer, in advance and in writing, in each
instance.
1.2.3Over-the-counter, Sub-Dealer funded instant rebates on Prepay Equipment are permitted,
provided that each of the following requirements is satisfied: all of the terms and conditions of the
rebate offer are clearly and conspicuously disclosed to the Subscriber; and the rebate offer is not
subject to or otherwise conditioned upon the Subscriber’s use of or continued subscription to the
Wireless Service for a term of any length. For purposes of clarification, the requirements stated
above do not preclude Sub-Dealer from offering different instant Equipment rebate amounts
based on the length (e.g., one-year, two-year) of Subscriber’s Wireless Service Agreement term
with Company.
1.2.3.A
All over-the-counter Sub-Dealer-funded rebates on Prepay Equipment
must clearly and conspicuously indicate in all internal and external
advertising and marketing materials that (i) Sub-Dealer is the entity
offering the rebate, (ii) Sub-Dealer bears sole responsibility for payment
to the Subscriber of the full rebate amount offered, and (iii) Neither
Dealer nor Company endorses or assumes responsibility for payment of
the rebate (or any portion thereof) under any circumstances.
1.2.3.B
All advertised or published Sub-Dealer-funded rebate offers (over-thecounter rebates) must be available for a fixed and reasonable period of
time of not fewer than seven (7) days in duration.
1.2.4If Dealer authorizes Sub-Dealer to offer a Sub-Dealer-funded mail-in rebate, Sub-Dealer
additionally shall adhere to the following minimum rebate standards (with Dealer hereby
expressly reserving the right, exercisable in its sole discretion on a case-by-case basis, to require
that Sub-Dealer adhere to other mail-in rebate standards over and above the below-listed
minimum standards):
1.2.4.A
Sub-Dealer (or its designated rebate fulfillment entity) must accept
properly completed rebate forms for eligible Equipment purchased from
EPP Agency Agreement—Sub-Dealer Content (3.28.14)
Page 29
Sub-Dealer and Activated during the rebate offer period, provided that
such rebate forms are postmarked anytime during the rebate offer period
or the thirty (30)-day period immediately following the end of the rebate
offer period (or longer, at Sub-Dealer’s option).
2.
1.2.4.B
Such final eligible postmark date must be stated clearly, accurately and
conspicuously on the Sub-Dealer’s rebate form.
1.2.4.C
Sub-Dealer shall process and mail the rebate funds to the Subscriber
within eight (8) weeks after receipt by Sub-Dealer (or its designated
rebate fulfillment entity) of the completed, eligible rebate form.
1.2.4.D
Provided that such condition is set forth clearly, accurately and
conspicuously in both (i) the Sub-Dealer’s rebate form and (ii) the legal
disclosure section of all relevant Sub-Dealer-issued or Sub-Dealercontrolled advertising and marketing materials, Sub-Dealer specifically
may condition the Subscriber’s eligibility for the Sub-Dealer-funded
rebate on the Subscriber maintaining its Wireless Service account in
good standing until the rebate is fulfilled. Under no circumstances shall
such eligibility condition derogate in any manner from Sub-Dealer’s
affirmative legal obligation to process and mail the rebate funds to the
Subscriber within eight (8) weeks after receipt by Sub-Dealer (or its
designated rebate fulfillment entity) of the completed, eligible rebate
form.
1.2.4.E
While Dealer assumes no financial or legal liability of any kind or
amount for the payment of any Dealer-funded rebate, Dealer may elect to
pay, but is under no obligation to pay, any Dealer-funded rebate to a
Subscriber as a result of, and as a means to resolve, a Customer Service
complaint. Without limiting any other contractual, legal or equitable
rights, Dealer may offset and recoup from Sub-Dealer any amount paid
to a Subscriber to fulfill a Sub-Dealer-funded rebate offer.
POLICIES REGARDING COMPANY-FUNDED REBATES:
2.1
Dealer and Sub-Dealer must abide by all of the terms and conditions, and may not interfere in
any manner or conduct itself in any manner or establish any policies or procedures that is
(are) inconsistent with any terms and conditions, of a Company-funded rebate as established
by Company from time-to-time and communicated by Dealer to Sub-Dealer.
2.2
All Dealer or Sub-Dealer-issued or controlled internal and external advertising and marketing
materials referencing any Company-funded rebate must set forth clearly, accurately and
conspicuously each of the then-effective terms and conditions of the Company-funded rebate.
2.3
Dealer or Sub-Dealer may only advertise Company-funded rebates during the applicable
rebate offer period. Rebate forms submitted for Activations or handset upgrades occurring at
any time outside of the rebate offer period are not valid and will not be honored under any
circumstances.
Company-funded rebates are non-transferable and have no cash value. Only bona fide Subscribers who
purchase certain Prepay Equipment qualify and may apply for Company-funded rebates. Therefore, SubEPP Agency Agreement—Sub-Dealer Content (3.28.14)
Page 30
Dealer may not purchase or take an assignment of a Company-funded rebate from a qualified Subscriber
or otherwise apply for a Company-funded rebate on behalf of or instead of a qualified Subscriber. Any
rebate request that is submitted by or in the name of the Sub-Dealer or with the Sub-Dealer’s store
location as the remittance address will be denied as a fraudulent rebate submission.
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Exhibit E
EPP Location Company Authorized Brand Program Rules
1.
SCHEDULES. The following Schedules are by this reference incorporated into this Exhibit E
and this Agreement: Schedule 1 of Exhibit D (Consumer Code for Wireless Service); Schedule 2
of Exhibit D (Policies on Direct Sales Solicitations); and Schedule 3 of Exhibit D (Rebate Policy
– Minimum Standards).
2.
INCONSISTENT TERMS. If any inconsistency or conflict exists between these Program Rules
and this Agreement, these Rules control. In such case and except as specifically stated herein, the
provisions of this Agreement not inconsistent with these Rules remain in full force and effect.
3.
SUPPLEMENTAL AND UPDATED DEFINITIONS. (Reserved)
4.
PROMOTIONS. Company shall not be obligated to offer to or through Dealer any promotions,
including without limitation, promotional pricing on Prepay Equipment, accessories or airtime
that Company may advertised through newspaper, radio, television, or other media or collateral.
5.
ADVERTISING. Dealer is responsible for ensuring that its advertising complies with all applicable
laws and regulations. Dealer shall be required to submit all advertising to Company's Dealer
Advertising Department for advance written approval in each instance, in accordance with
Company’s then-current advertising policies and procedures. Dealer acknowledges and agrees
that it may not rely on Company’s approval of advertising as confirmation of compliance with
applicable laws.
6.
REGULATORY MATTERS. This Agreement shall at all times be subject to changes or
modifications to comply with, or to obtain any necessary approvals of local, state, and federal
regulatory agencies and courts having jurisdiction over the provision of the Wireless Service in
the Area. Dealer shall take no action inconsistent with, and agrees to support, any efforts by
Company before regulatory authorities or others regarding regulatory issues to the extent such
efforts or actions are undertaken by Company.
7.
ACTIVATION PROCEDURES. To qualify for a Commission or other Compensation with respect to
a Subscriber Activation hereunder, Dealer must follow Company’s Activation procedures:
7.1
Dealer shall process all Activations for a particular Dealer EPP Location using only the
Dealer Activation code assigned by Company to Dealer for the particular EPP Location.
7.2
Dealer shall ask each potential Subscriber whether they currently subscribe to wireless
service, either through Company or another wireless service provider, or have another
telephone number that they wish to use for Company’s Wireless Service. If the potential
Subscriber is a current customer of another wireless service provider or has an existing
telephone number for landline or other telecommunications service, and wishes to use
their same telephone number, Dealer shall follow Company’s Porting Procedures, which
shall be communicated to Dealer by Company from time to time in Company’s
discretion, to attempt to Port-In the potential Subscriber’s existing MSISDN or telephone
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number. If the potential Subscriber is a current Company Subscriber, Dealer shall
proceed with requesting a new line of Wireless Service for the Subscriber. If the
potential Subscriber does not currently subscribe to wireless service or asks to Port-In
another telephone number, Dealer shall comply with the Activation procedures described
below.
7.3
Dealer shall not enter into any agreements that prohibit or otherwise restrict Subscribers
from canceling their Wireless Service in accordance with the terms of Company’s
Service Agreement. Dealer shall advise Subscribers of Company’s cancellation policies
and allow Subscribers to return any Prepay Equipment purchased within fourteen (14)
days from Activation.
7.4
Dealer shall not require the Subscriber to provide a Social Security Number as a
condition to purchasing Service, or otherwise require the Subscriber to post a deposit or
other collateral in the absence of a Social Security Number, as a condition to purchase of
the Service. In the event a Subscriber does not wish to provide a valid Social Security
Number in connection with Activation of Service, Dealer shall contact Customer Care to
verify the Customer’s identity and credit and to facilitate the Activation.
7.5
Before making any commitment to a potential Subscriber regarding Wireless Service,
Dealer shall deliver to Company a fully completed Wireless Service Agreement signed
by the potential Subscriber setting forth all of the material terms and conditions of
Service in at least 10-point typeface and provide the potential Subscriber with adequate
time and opportunity to review the Wireless Service Agreement.
7.6
If applicable, Dealer shall contact the appropriate credit bureau utilized by Company and
provide this agency with the appropriate information required for the potential
Subscriber.
7.7
Dealer shall advise the potential Subscriber if any deposit or advance payment is
required. Dealer shall obtain from the potential Subscriber the required deposit or
advanced payment made payable to Dealer (not Company) regardless of whether
payment is made by check, credit card, cash, or other method. Dealer shall keep the
deposit funds in its own account and Dealer assumes all liability and responsibility for
dishonored or invalid deposit payments, including without limitation, checks not honored
due to insufficient funds (NSF), credit card charge-backs, unauthorized credit charges
and the like. Wireless Service Agreements for Subscribers provided by Dealer to
Company shall indicate the amount of the deposit, if any, taken by Dealer. During the
Activation process, Company shall credit the Subscriber’s account the amount of the
deposit. When Company processes a monthly Compensation check for Dealer, Company
shall deduct from Dealer’s Compensation for that month (and any other payments due
Dealer) the amount of all deposits taken by Dealer during that month. Deductions from
Compensation shall be made for all deposits taken by Dealer, regardless of whether
Dealer actually collects, or receives credit for, the funds related to the deposit payments.
If, after said deduction, Dealer owes funds to Company, Company shall invoice Dealer
for the amount due. Dealer shall pay invoices within thirty (30) days of receipt of the
invoice.
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7.8
8.
For Subscribers whose Primary Place of Use is within the State of California, and
regardless of whether Dealer acted as the Activating agent for the Subscriber’s Wireless
Service, Dealer shall refer such Subscriber or potential Subscriber to Company’s
Customer Care number to respond to any inquiries about (i) Company’s legal name or
operating company name in the State of California; (ii) Company’s Privacy Policy; (iii)
any third-party services appearing on Company’s bill; (iv) explanations or descriptions
with respect to the services appearing on the Subscriber’s bill; (v) the toll-free Customer
Care number and address of Company; or (vi) the address and toll-free telephone number
for the California Public Utility Commission.
PROHIBITED PROMOTIONS AND SALES PRACTICES.
8.1
Communications with Subscribers. Dealer shall not engage in any unlawful,
threatening, abusive, harassing, or other objectionable communications with Subscribers.
8.2
Rebates and Discounts. Dealer shall not promote or offer any form of rebate relating to
the Wireless Service or which could otherwise be construed to modify the Wireless
Service Agreement or rate plan selected by the Subscriber, and shall strictly adhere to
Company’s Rebate Policy – Minimum Standards when offering any form of Rebate to a
Subscriber or potential Subscriber.
8.3
Direct Sales Solicitations Policy. As set forth in this Agreement, all promotions and
sales of Prepay Equipment and Wireless Service must be made out of an easily accessible
retail EPP Location. Dealer shall strictly abide by the Direct Sales Solicitations Policy
attached hereto as Schedule 2. Without limiting the foregoing, Dealer shall not promote
or sell Prepay Equipment or Wireless Service through telephone sales or telemarketing
activities, direct mail activities, broadcast faxing activities, catalog sales activities,
Internet Sales Activities (as defined in Section 8.6 below), text messaging to consumers,
or any other similar direct sales activity without the prior written approval of Company.
8.4
[Intentionally Left Blank]
8.5
Fraudulent Activities. The following is a list of activities that are deemed to constitute
fraud and a material breach of this Agreement. The list is not exclusive. Engaging in the
listed or similarly fraudulent activities will result in loss or Charge Back of
Compensation, money damages, cancellation or restriction of Dealer’s participation in
promotions and advertising programs, and/or termination of this Agreement without
affording Dealer the opportunity to cure any such breach:
8.5.1
Churn Fraud: This occurs when a Dealer or its Personnel deactivates a
Subscriber’s SIM Card, MSISDN or telephone number, rate plan, or feature and
also Activates the same customer with a new SIM Card, MSISDN or telephone
number, rate plan, or feature and thereby inflates its Compensation and/or
Activation credit. If the new Activation occurs within fourteen (14) calendar
days prior to or after deactivation of the initial SIM Card, MSISDN or telephone
number, the second Activation is conclusively deemed to be fraudulent.
8.5.2
Activation Fraud: This occurs when a Dealer or its Personnel subscribes to the
Wireless Service through the use of information fraudulently obtained from
another person or by simply using false identification, or activates Prepay
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Equipment prior to the sale of such Equipment to a bona-fide Subscriber (“PreActivation”). If Dealer, or its Personnel, completes Activation without recording
the Subscriber’s full name and MSISDN corresponding to the Activation, such
Activation is conclusively deemed to be fraudulent.
8.5.3
Commission Fraud: This occurs when a Dealer or its Personnel modifies new or
existing Subscriber accounts and thereby inflates Compensation and/or
Activation credit, or avoids legitimate Charge Backs. By way of example only, if
a Dealer Activates Subscribers at a higher rate plan and subsequently moves
them to a lower rate plan for the purpose of obtaining higher Commissions;
activates multiple pooled lines where the total number of lines activated exceeds
the Subscriber’s service need; downgrades a Subscriber rate plan in order to add
on a new line that pays a higher Compensation value; or adds airtime to or
otherwise uses a Prepay account to avoid Deactivation, this constitutes
Commission Fraud.
8.5.4
SIM Fraud: This occurs when a Dealer or its Personnel, Activates Wireless
Service for a Subscriber using more than one SIM Card when a single SIM Card
should suffice and thereby inflates it’s Compensation and/or Activation credit.
By way of example, when a Dealer Activates multiple voice or data SIM Cards,
rate plans, or features when it is in the Subscriber’s best interest to have a single
SIM Card, rate plan, or feature, this constitutes SIM Fraud.
8.5.5
Renewal Fraud: This occurs when a Dealer or its Personnel improperly performs
a Renewal or other modification to a Subscriber’s account without such
Subscriber’s consent.
8.5.6
Subscriber Information Fraud: This occurs when a Dealer or its Personnel uses
any Subscriber information for any purpose other than expressly permitted by
this Agreement.
8.5.7
Rebate Fraud: This occurs when a Dealer or its Personnel processes a rebate
directly in violation of Company’s rebate terms and conditions or Equipment
Rebate Policy and Minimum Standards.
8.5.8
Co-op fraud: This includes any submission by a Dealer or its Personnel that they
know or should know at the time is inaccurate, or later determines is inaccurate,
but fail to correct or reimburse Company for any payments made in error or
overpayment. Co-op Fraud includes, without limitation, altering or modifying
invoices/documentation in support of Co-op Claims, or otherwise submitting any
Claim in excess of actual advertising expenses incurred.
8.6
Internet Sales Activities. Dealer is prohibited from any marketing, selling or promoting
the Equipment or Wireless Service through any Web Site or internet URL without the
advance written approval of Company, and subject to the terms and conditions of any
such authorization by Company in writing.
8.7
Incident Reporting. Dealer shall immediately notify Company upon the occurrence of:
(a) any incident in a location, including but not limited to any criminal incident, or any
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incident involving death, injury and/or property damage at the location, or any other
incident that may result in publicity for the location; and (b) any unplanned location
closure or other business interruption (each, an “Incident”). Dealer shall immediately
notify Company via Company’s then-current policies and procedures for such Incident
notifications.
8.8
Supplier Code of Conduct. Dealer shall comply with the T-Mobile USA Supplier Code
of Conduct (“Supplier Code of Conduct”), where Dealer shall be deemed to be the
“Supplier”, which may be reviewed via www.t-mobile.com. The terms of the Supplier
Code of Conduct are incorporated herein by reference and may be revised by Company
from time to time. Dealer shall promptly report to Company any discovered or suspected
fraud, illegal activity or other violation of the Supplier Code of Conduct by any party,
including T-Mobile’s employees.
Dealer warrants and covenants that it will not give any commissions, payments, gifts,
kickbacks, lavish or expensive entertainment or other things of significant value to any
employee or agent of Company, or anyone else, in connection with this Agreement.
Dealer further warrants that it shall neither directly nor indirectly pay, offer, give, nor
promise anything of value in connection with this Agreement to a U.S. or non-U.S. public
official or any other person in violation of the Foreign Corrupt Practices Act, the U.K.
Bribery Act or any other applicable law relating to anti-corruption.
9.
PROHIBITED USE OF COMPANY NAME, SLOGANS, OR SIMILAR NAMES.
9.1
Dealer and its Personnel shall not:
9.1.1
Use Company’s promotional slogans, phrases or protected words in connection
with any service or product if the slogan or phrase was first used by Company in
connection with Company’s Wireless Service or Prepay Equipment (collectively,
the “Protected Slogans”) without Company’s specific prior written consent for
such use. The foregoing prohibitions shall apply to, but not be limited to, the
following uses: domain names, company names, advertising, promotional
materials, signage, and all similar uses.
9.1.2
Register or apply to register with any public or private entity any domain name,
trademark, or trade name that contains any promotional slogans, phrases or
protected words.
9.1.3
Use as metatags or otherwise register, reserve, or purchase Company’s name,
promotional slogans, phrases, or other Marks for use with any web site operated
directly or indirectly by or through Dealer, its Personnel, or other representatives,
in connection with any world wide web search engine or tool used on the world
wide web, including, without limitation, Google, Yahoo, MSN, Ask Jeeves, or
Overture.
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9.1.4
10.
Company may seek an injunction or other equitable relief to enforce any right,
duty or obligation under this Section. To obtain injunctive or other equitable
relief, Company shall not be required to post a bond or, if required by law or by
the court, Dealer hereby consents to a bond in the lowest amount permitted by
law and the parties agree that relief may be granted without proving monetary
damages. This Section shall in no way limit Company’s rights under this
Agreement, at law, or in equity, regarding the improper or illegal use of
Company’s intellectual property. The terms of this Section shall survive any
termination of this Agreement.
AMENDMENT.
This Exhibit E is subject to change upon thirty (30) days prior written
notification by Company to Dealer.
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EXHIBIT F
List of Restrictions
1.
Excluded Rate Plans:
Government Rate Plans
Government Employee Rate Plans
Corporate Standard
Corporate Rate Plans
Corporate Employee Rate Plans
Postpay Rate Plans
Non-Prepay Simple Choice Rate Plans
Rate Plans not officially offered by the Company Authorized Brands [i.e. a Rate Plan bundle not
officially authorized by the applicable Company Authorized Brands]
2.
Types of Subscribers
3.
Types of Prepay Equipment
4.
Amendment. This Exhibit F is subject to change upon thirty (30) days prior written notification by
Company to Dealer.
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