TERMS & CONDITIONS

Cellular Exchange INC and its subsidiaries, affiliates, and assigns (“Cellular Exchange,” “us,” “our” or “we”) offers services ("Services") through which you can sell certain consumer electronic products (“Product” or "Products") after receiving an offer to purchase from Cellular Exchange (“Offer”) and identifying your Product and its condition and completing check-out on the www.cellularexchange303.com Website ("Mail-In"). You must agree to abide by the following terms in order to use the Cellular Exchange Website and Services provided.

BY ESTABLISHING AN ACCOUNT WITH, OR BY USING CELLULAR EXCHANGE WEBSITE, YOU EXPRESSLY AGREE TO THE FOLLOWING TERMS AND CONDITIONS, WHICH MAY BE AMENDED FROM TIME TO TIME AND AT ANY TIME BY POSTING THE AMENDED TERMS ON CELLULAR EXCHANGE WEBSITE. ANY AMENDED TERMS SHALL AUTOMATICALLY BECOME EFFECTIVE IMMEDIATELY UPON POSTING.

1. Cellular Exchange reserves the right to terminate or suspend your use of Cellular Exchange Website and Service if you do not comply with this Agreement or any of Cellular Exchange policies or procedures, or for any other reason we may determine, at our sole discretion.

2. In order to complete a Mail-In or to complete any other transaction with Cellular Exchange, you must: (a) provide an accurate, true, and up to date account information about yourself and any Product you submit to us; (b) comply with all terms and conditions of this Agreement; (c) comply with all applicable laws and regulations, including all import and export laws; (d) transact on behalf of yourself and not on behalf of others; and (e) be at least eighteen (18) years of age and have the legal competency and capacity to enter into legally binding agreements, and (f) be able to convey clear and unencumbered title and interest in any Product that you send to us.

3. In order to receive payments for any Products in connection with a Mail-In, you must provide us with current information including a valid email address at which you are able to receive email, a valid postal address at which you are able to receive mail, and your first and last name. Cellular Exchange may pay you, at Cellular Exchange's sole discretion, by paying you through PayPal™, Zelle or some other electronic payment method.

4. Cellular Exchange shall not be responsible for communication errors should the contact information you provide be inaccurate or incomplete. You are responsible for ensuring that you can receive emails from Cellular Exchange and Cellular Exchange is not responsible for any emails that are not received by you because they were blocked or filtered as spam. You expressly understand and agree that if you fail to provide us with accurate and up-to-date information about yourself: (a) Cellular Exchange shall not be responsible for any Mail-In payments sent to a wrong address, and (b) any unclaimed funds may be subject to collection by governmental authorities under applicable unclaimed funds and escheat laws. You agree that Cellular Exchange has no obligation to you if any of your unclaimed funds are turned over to any governmental authority in accordance with applicable laws.

5.Shipping is free domestically in the United States and the choice of shipping companies shall be at the sole discretion of Cellular Exchange.

6.Cellular Exchange constantly evaluates Product pricing based on a variety of factors, including market conditions and condition of the Product. Cellular Exchange does not price match other companies and does not provide price adjustments once a payment is complete.

7. Cellular Exchange wants to keep the process of submitting your electronics to Cellular Exchange as simple as possible. Although pricing is subject to change, ninety percent (90%) of the time, you receive the amount you were initially quoted when you chose to submit to Cellular Exchange. There are five categories that you can assign to your Product and they range from Brand New to Broken as further described below:

a. (Brand New) If ALL of the following are true:

-Box still factory sealed and wrapped in original factory plastic wrap

-Fully sealed in original retail packaging

-All devices must be free of any lock, carrier blacklist, or financial obligations

-Device has never been activated or used or registered

-Packaging is not torn or falling apart and plastic film still on the device and has not been reaplied

-Box has NEVER been opened and has NEVER been resealed

b. (Excellent/Mint) If ALL of the following are true:

-Overall good cosmetic condition with no signs of use

-No scratches, flaws, dent, nicks or scuffs

-No chips or cracks in front or back glass

-Fully functional with no operational defects

-All devices must be free of any lock, carrier blacklist, or financial obligations

-No spots, marks, or burn-in image on the LCD

-No staining, discoloration, or marks left from a case

-Looks like new or just came out of the box

-All components must be genuine, particularly for the screen and battery

-Battery health must be at least 90% with no Service alert in Settings

c. (Fair) If ALL of the following are true:

-Device is fully functional but has noticeable signs of use such scratching, dents, scuffs, or case markings

-No defects or non-functioning parts

-No chips or cracks in front or back glass

-Above 80 percent battery health with no Service alert in Settings

-All devices must be free of any lock, carrier blacklist, or financial obligations

-No spots, marks, or burn-in image on the LCD

-Devices with metal frames such as iPads must be free of any stains/discoloration

d. (Damaged) If your Display still turns on and IF ANY of the following are true:

-Cracked front or back glass

-Battery health is bad, below 80%, or indicates it needs to be serviced in Settings

-Engraved

-Screen separation

-Any non-working components such as camera, speaker, microphones, etc

-Staining/discoloration of metal

-Extreme signs of wear such as scuffs covering a large portion of the body of the device

e. (Broken) If the device is not missing parts and ANY of the following are true:

-Non-working Face ID, finger print sensor, or other biometric sensors

-Liquid damage

-Does not power on

-Does not activate

-Faulty chip/motherboard such as failed audio chip, non-working sim reader, or device that does not boot properly

-Broken devices with locks on them may be subject to additional deductions

-We do not buy devices that are reported lost or stolen

8. Cellular Exchange has the right to change the specifics of each category for a particular item at any time. If you have already sent your item to Cellular Exchange prior to these changes, your Offer will not be changed. Some issues with the item may not be obvious when you have chosen to send your electronics to us. Some issues are of such a type that only an Cellular Exchange Technical Specialist may pinpoint. Based on Cellular Exchange's analysis, Cellular Exchange may adjust the price of your electronic device accordingly. Adjustments may be made because you have indicated the wrong model of your device or because Cellular Exchange Technical Specialist finds that the condition of your electronic device is not as you have represented. On a positive note, we may also give you MORE than what you have originally thought you deserved for your Product based on the analysis by an Cellular Exchange Technical Specialist. If you are unsure about how to categorize your electronic device, please contact us and we will be more than happy to assist you.

9. Cellular Exchange has the sole discretion to make the final evaluation of all electronic devices sent to Cellular Exchange. Cellular Exchange will notify you if there is a change in the pricing of your Product and you will then have FIVE (5) days to accept the new Offer. If you have not contacted us within those FIVE (5) days, Cellular Exchange shall presume you have accepted the new Offer and proceed with sending you the payment for the adjusted in the form of payment you have selected. The price Cellular Exchange has quoted you is valid for THIRTY (30) days. If we receive your item AFTER THIRTY (30) days, Cellular Exchange shall re-evaluate your item and price it at the CURRENT market value.

10. Cellular Exchange determines, in its sole discretion, which Products are eligible for Mail-In or through the Services and Cellular Exchange Website and for which eligible Products Cellular Exchange will provide an Offer. Cellular Exchange may terminate the eligibility of certain Products at any time and without advance notice but such termination will not affect any Products for which you have already accepted an Offer which is valid for THIRTY (30) days.

11. Damaged/Tampered/Modified Electronic Devices. In our “broken” category, Cellular Exchange has attempted to include the vast majority of extreme damages inflicted on your electronic devices but certain “extreme” damages are beyond the scope of this category, and if that is the case, Cellular Exchange shall adjust the price accordingly. In the event Cellular Exchange's Technical Specialists determine that any device has been opened and tampered with, Cellular Exchange we will adjust the price we originally Offered in accordance with this Agreement.

12. Corporate Locked/IT Policies: For Apple devices there are three ways to determine whether or not your device has a corporate locked/IT policy. First you can check under the Settings app and head to General->Profile, under this tab, the Configuration Profile for (a company name) will appear. Second when the device is restored, a message will show up during the registration process stating, “Remote Management” and will state (a company name) OR during this process, it will ask for credentials for (a company name). If you see this, it is an indicator that your device consists of a corporate locked/IT policy. Cellular Exchange cannot accept devices with this corporate locked/IT policy because there are restrictions put on your device. Before sending over your device(s), please contact the company associated to have this removed.

13. Insurance: All items are insured against accidental damage whilst in transit from your FedEx or UPS drop-off for up to $100. Please note that Cellular Exchange will not be held liable for any damages incurred due to inadequate packaging. It does NOT cover packages received with missing or incorrect items.

14. Returns: If Cellular Exchange provides you a new Offer because Cellular Exchange's Technical Specialists determine your own assessment of your device is inaccurate, and you decline the new Offer, Cellular Exchange will return your electronic device to you for free. If your order has multiple items, we will only return the item relating to a new Offer for that item. The remaining items cannot be returned even if you decline the new Offer for the other item. If you do not respond to Cellular Exchange's email regarding the new Offer within FIVE (5) days, Cellular Exchange will continue with the processing. If your item has NO VALUE in accordance to Cellular Exchange assessment and you do not respond to our emails within the FIVE (5) days, WE WILL RECYCLE your device and you will receive no payment or the return of said item. In order to test your device(s), Cellular Exchange's Technical Specialists do remove the casing and protective layers of your device. If during this process you ask for your device(s) back, please note that Cellular Exchange shall NOT be responsible for these items. Once a Product has been sent to Cellular Exchange, Cellular Exchange does not guarantee that Cellular Exchange will return the Product or any data that you wish to keep back to you, unless you have chosen to not accept Cellular Exchange's new Offer. Please note that free return shipping does NOT apply in the following scenarios:

-Item was significantly misrepresented.

-Item was found to be reported lost or stolen.

-Item was found to have an Activation or iCloud lock.

-Item was found to have a bad ESN or financed IMEI.

15. Device Locked: We do NOT purchase devices that are Activation locked, Find My locked or Firmware locked. You must remove any security features before we can process them. If we receive a device that has a device lock that can not be removed, we are unable to purchase it and YOU will be charged a return fee, which covers the cost of handling and in/outbound shipping labels. If we don't hear back from you after THIRTY (30) days from the date of the email notifying you of the device lock, we will assume the device has been abandoned and will recycle your device.

16. Items Not in our Catalog: If you do not find your item in our selling catalog, you can reach out to us for a custom quote. If you send an item that we do not accept, you will have the option to recycle that item to us or be charged a return fee, which covers the cost of handling and in/outbound shipping labels.

17. LOST or STOLEN: All devices are checked on various databases to ensure they have not been reported as Lost or Stolen. We do NOT, under any condition, purchase devices that are flagged as Lost or Stolen. Your personal information along with the device's Serial/IMEI will be turned over to legal authorities upon request.

18. All Offers shall be based on Cellular Exchange's own determination of the Product value in reliance on the accuracy of the information you supply us. Cellular Exchange will use its sole discretion to determine the Product value, considering factors which include the Product's model, functionality and condition and whether Product accessories have been provided by you. Upon receiving an Offer, you have the option of accepting or rejecting that Offer. Acceptance indicates you are willing to provide your Product to Cellular Exchange at the price contained in the Offer.

19. You must have all legal right, title, and interest in any and all Products you seek to sell to Cellular Exchange and all Products must be able to be activated for new service (unless the Product is incapable of being activated because of its condition).

20. The Products, sale, and shipment of such items to Cellular Exchange: (a) must comply with all applicable laws, statutes, ordinances, including without limitation all import and export laws, (b) must not infringe on any third party's intellectual property rights (including copyrights, trademarks, patents, trade secrets or other proprietary rights), and (c) shall not be counterfeit, stolen, or fraudulent. You represent and warrant that the Products are free of any liens or encumbrances, including third-party software which may not be transferred or for which royalties are due.

21. In using the Services of Cellular Exchange, you expressly agree to indemnify Cellular Exchange from all claims or losses sustained by Cellular Exchange as a result of any breach of your representations and warranties. It is your responsibility to discontinue phone, internet or any similar service on your Product prior to selling it to Cellular Exchange. Cellular Exchange shall not be responsible for any service charges related to your Product, whether you incur such charges before, during or after your use of the Services. It is also your sole responsibility to remove any security codes that would prevent the use of any Product.

22. For Products that store files and personal data on hard drives, memory chips, SD cards or some similar storage device, you must back up and store any data you wish to keep from your Product. You must also remove any and all personal information from the Product before you send your Product to Cellular Exchange for Mail-In. By sending Cellular Exchange the Product, you expressly agree to release Cellular Exchange from any claim as to the Product, the data stored in such Product, or any information on any media used in conjunction with the Product, or for such data's security, integrity, confidentiality, disclosure or use. Cellular Exchange is not responsible for: (a) any loss of any kind suffered by you due to any data which has not been deleted from the device and is transferred to a third party, or (b) any loss of data after you submitted the Product to us.

23. Your Mail-In product must be received by Cellular Exchange within THIRTY (30) days. Any item received past the THIRTY (30) day period is subject to a price adjustment to reflect the prices offered at the date the item is actually received. Packing and shipping recommendations provided to you by Cellular Exchange must be followed in order to avoid possible damage to or loss of the Product during shipping. Cellular Exchange will inspect all Products upon receipt and Cellular Exchange has the option to accept or reject the Product, including without limitation, to reject any Product: (a) not conforming to the description you provided to us, (b) modified in such a way that it no longer conforms to the manufacturers specifications, (c) no longer compliant with applicable laws or regulations, and (d) damaged or lost in transit. In the event Cellular Exchange rejects the Product for any of these reasons, the original Offer shall automatically expire and is immediately rescinded. Cellular Exchange reserves the right to revoke the original Offer and provide a revised Offer for the Product if the Product: (a) or materials are not as described, (b) is received by Cellular Exchange after the Delivery Period, or (c) is different from those identified when the Offer was calculated. After sending the Product to Cellular Exchange for Mail-In, Cellular Exchange cannot and does not guarantee that it will be able to honor any request for return of the Product or any data or information contained in such Product. If you elect not to accept any revised Offer, your Product will be returned to you at the address from which it was originally sent.

24. You shall remain responsible for the risk-of-loss for the Products sent to Cellular Exchange for Mail-In until delivery of the Products to Cellular Exchange. Cellular Exchange's responsibility for risk-of-loss begins when Cellular Exchange begins its inspection of the Products. In the event Cellular Exchange rejects or returns your Products for any reason, Cellular Exchange's responsibility for risk-of-loss terminates once Cellular Exchange delivers the package containing the Products to the carrier for return to you. In any event, you are responsible for any damages that may occur to your Product while in transit.

25. Any Offer by Cellular Exchange for your Product for Mail-In is nontransferable and not redeemable for any other consideration other than as outlined in the Offer.

26. You expressly agree to fully comply with all import and export laws, regulations, rules of the United States, or any foreign government agency or authority, and that you will not directly or indirectly transfer any Product without proper authorization from the United States or foreign government. You shall have responsibility for any and all expenses relating to your compliance with the described laws, regulations, rules and orders, and for obtaining all necessary authorizations and clearances in order to convey any Product to Cellular Exchange in connection with a Mail-In, including without limitation, valuation, classification and duties applicable with the import of any goods. PLEASE NOTE: United States trade sanctions generally prohibit the importation into the United States and its territories, either directly or indirectly, of most goods, technology, or services from, or which originated from certain countries, which are subject to change, including Cuba, Iran, Iraq, Libya, North Korea, Serbia, or Sudan; from foreign persons designated by the Secretary of State as having promoted the proliferation of weapons of mass destruction; named Foreign Terrorist Organizations; and designated terrorists and narcotics traffickers. You shall not send any Products to Cellular Exchange that violate this provision.

27. Cellular Exchange cannot guarantee the accuracy of all information you receive in relation to your Product as there may be typographical errors, technical inaccuracies, pricing errors or other errors or omissions. Cellular Exchange reserves the right, at any time prior to payment, to correct an error and change the Offer. In the event the Product has already been sent to Cellular Exchange for Mail-In, the changed Offer will become a New Offer which you may accept or reject.

28. You expressly agree to transact with us electronically, including without limitation, agreeing to terms and conditions of Offers. You authorize Cellular Exchange to provide you with terms and important notices about Cellular Exchange and your transactions to an email address you provide to us or by posting notices on Cellular Exchange Website. It is your duty to keep your email address current, accurate and up to date and to maintain a valid email address and to ensure that emails sent to you are not filtered or stopped by spam filters or other types of email blocking functions.

29. You are responsible for obtaining, at your own expense, all equipment and services needed to access and use the Website, including all devices, internet browsers and internet access. If you access the Website or a Website application through a mobile or wireless device, you are responsible for any and all fees your carrier may charge you for data, text messaging and other wireless access or communications services.

30. By using Cellular Exchange Website, you agree not to access any of the Services by any means other than through the user interface provided by Cellular Exchange, and not to engage in any other activity that interferes with or disrupts the Services or performance of the Cellular Exchange Website. Specifically, you may not access or use any of Cellular Exchange Website or Services using scripts, web crawlers or any similar methods.

31. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SERVICES AND WEBSITES "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE," WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. WE DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY. WE MAKE NO REPRESENTATIONS THAT YOUR TRANSACTIONS WITH CELLULAR EXCHANGE WILL MEET YOUR REQUIREMENTS.

32. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CELLULAR EXCHANGE OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DISTRIBUTORS OR CONTRACTORS (COLLECTIVELY, THE "CELLULAR EXCHANGE PARTIES") BE LIABLE FOR ANY COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR ANY CLAIMS OF YOU OR OTHER THIRD PARTIES WHATSOEVER WITH RESPECT TO YOUR TRANSACTIONS WITH CELLULAR EXCHANGE UNDER THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

33. You agree to indemnify, defend, and hold harmless Cellular Exchange and the Cellular Exchange Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from your violation or breach of any representation or obligation under this Agreement. Cellular Exchange reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of any such claim.

34. This Agreement constitutes the entire agreement between you and Cellular Exchange with respect to the subject matter herein. No waiver by Cellular Exchange of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

35. The Cellular Exchange Website and any correspondence related to a transaction may contain typographical errors or other errors or inaccuracies and may not be complete or current. Cellular Exchange therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the content at any time without prior notice. Cellular Exchange does not, however, guarantee that any or all errors, inaccuracies, or omissions will be corrected.

36. Cellular Exchange reserves the right to modify this Agreement at any time without notice to you. If you do not agree to the changes, you shall discontinue using the Cellular Exchange Website and the Services. Your continued use of the Cellular Exchange Website and Services after any such changes take effect constitutes your express acceptance to such changes. Each time you submit a Product for sale to Cellular Exchange, you reaffirm your acceptance of this Agreement as in effect at the time of such use. You are responsible for reviewing this Agreement each time you use the Cellular Exchange Website. The last date of revisions to this Agreement is set forth below.

37. These terms and conditions are construed in accordance with the law of the United States and shall be so governed. You consent to submit to the exclusive jurisdiction of its courts.

38. Cellular Exchange reserves the right to investigate complaints or reported violations of this Agreement and take any action Cellular Exchange deems appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and Website traffic information. Cellular Exchange reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including but not limited to the right to block access from a particular internet address to any Cellular Exchange website. This Agreement incorporates by reference any agreements contained on the Website and constitutes the entire agreement with respect to access to and use of the Website.

39. A customer that engages in business with Cellular Exchange via an affiliated website understands that Cellular Exchange shall NOT be responsible for any concerns the customer may have beyond the scope of the terms and conditions as outlined in this Agreement. Any such issue should be taken directly to the company with which you have the grievance and NOT Cellular Exchange.

40. If any provision of this Agreement is found to be unlawful, void, invalid or unenforceable, that provision will be severed from this Agreement and the remainder of this Agreement shall continue to be binding and enforceable.

Lat Updated: February 13th, 2023