TERMS AND CONDITIONS

Your Business Flex plan is provided by Hyperion Partners, LLC, including its affiliates, assigns and agents (“Hyperion,” “we,” “us” or “our”). These Terms and Conditions (“T&Cs”) are part of your service agreement with Hyperion and constitute a contract under which we provide you Service under terms and conditions that you accept. Your service agreement (“Agreement”) with us includes (i) these T&Cs, (ii) our Privacy Policy located at http://hyperionpartners.net/privacy-policy, (iii) our Third-Party Processor Agreement, at https://stripe.com/issuing/spend-card/legal, (iv) any subscriber agreement or transaction materials that you sign or accept, (v) the service plan(s) that you choose as set forth in our written services and transaction materials that we provide or refer you to during the sales transaction (if your service plan is not specifically set forth in any printed materials, the requirements and terms set forth in the current written services and transaction materials apply, excluding plan charges and number of minutes included in your service plan), (vi) any confirmation materials that we may provide to you, (vii) the terms set forth in any applicable coverage map brochures, and (viii) any other supplemental terms and conditions that we provide or otherwise make available to you. In the event of a conflict between these T&Cs and any other materials that makeup the Agreement, these T&Cs shall govern to the extent necessary to resolve the conflict.

Please read these T&Cs carefully. They cover important information about our services provided to you (“Service”); your phone, handset, device, SIM card, embedded SIM (“eSIM”) (SIM card and eSIM used interchangeably as “SIM Kit”), data card, or other equipment or third-party device used with our Service (“Device”); and any access and usage charges, taxes, fees, assessments, and other charges we bill you or that were accepted or processed through your Device (“Charges”). These T&Cs include terms regarding Service plan changes and late payments, limitations of liability, privacy and resolution of disputes by arbitration instead of in court. By reviewing these T&Cs, you acknowledge to be bound by the T&Cs set forth by T-Mobile, at https://www.t-mobile.com/responsibility/legal/terms-and-conditions. You further agree to be bound by any and all restrictions, conditions, terms, and policies set forth by T-Mobile. In the event any provision within this Agreement conflicts with the provisions imposed or enforced by T-Mobile, You agree that nothing in this Agreement shall limit your obligations to T-Mobile. By signing this Agreement, you further recognize and agree that certain term and conditions provide by T-Mobile may be altered or amended by this Agreement in the sole discretion of T-Mobile and Hyperion, including but not limited to: billing deadlines and refunds.

You and any authorized users on your account will have access to account information and may be able to make changes to the account. If you give your personal account validation information to someone, they can access and make changes to your account. Those changes will be binding on you. Authorized changes may require your agreement to new T&Cs.

1) Acceptance. Your agreement with Hyperion starts when you accept. You represent that you are at least the age of majority in your state of residence and you are legally authorized to enter into this Agreement. You accept your Agreement by doing any of the following: (a) giving us a written or electronic signature, or telling us orally that you accept; (b) activating Service; (c) using your Service after you make a change or addition; or (d) paying for the Service or a “Hyperion Device” (a Device purchased from Hyperion, T-Mobile, or other T-Mobile authorized retailer (“Dealer”) for use with the T-Mobile Service). IF YOU DO NOT WANT TO ACCEPT, DO NOT DO ANY OF THESE THINGS.

2) Dispute Resolution and Arbitration. HYPERION AND YOU AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL CLAIMS OR DISPUTES IN ANY WAY RELATED TO OR CONCERNING THE AGREEMENT, OUR SERVICE, DEVICES OR PRODUCTS, WILL BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL, NON-REPRESENTATIVE, BASIS. This includes any claims against other parties relating to Service or Devices provided or billed to you (such as our suppliers, Dealers or third-party vendors) whenever you also assert claims against us in the same proceeding. Hyperion and you each also agree that the Agreement affects interstate commerce so that the Federal Arbitration Act and federal arbitration law apply. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. THE ARBITRATOR MUST FOLLOW THIS AGREEMENT AND CAN AWARD THE SAME DAMAGES AND RELIEF AS A COURT, INCLUDING ATTORNEYS’ FEES.

For all disputes, you must first give us an opportunity to resolve your claim by sending a written description and supporting documentation of your claim to the address set forth below. Hyperion and you agree to negotiate your claim in good faith. If Hyperion and you are unable to resolve the claim within sixty (60) days after Hyperion receives your claim description and supporting documentation, you may pursue your claim in arbitration.

As an alternative to arbitration, Hyperion may choose to resolve billing disputes in small claims court in the county of your most recent billing address. Hyperion and you agree that if you fail to timely pay amounts due, your account may be assigned for collection, and the collection agency may pursue, in small claims court, claims limited strictly to the collection of the past due amounts and any interest or cost of collection permitted by law, the Agreement, or any agreement between you and T-Mobile.

Either you or we may start arbitration proceedings. You must send a letter requesting arbitration and describing your claim to our registered agent to begin arbitration. The American Arbitration Association (“AAA”) will arbitrate all disputes. For claims of less than Seventy-Five Thousand Dollars ($75,000.00), the AAA’s Consumer Arbitration Rules will apply; for claims over Seventy-Five Thousand Dollars ($75,000.00), the AAA’s Commercial Arbitration Rules will apply. The AAA rules are available at www.adr.org. Upon filing of the arbitration demand, Hyperion and you will share equally all filing, administration and arbitrator fees for claims that total less than Seventy-Five Thousand Dollars ($75,000.00). For claims that total more than Seventy-Five Thousand Dollars ($75,000.00), the payment of filing, administration and arbitrator fees will be governed by the AAA Commercial Arbitration Rules. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys’ fees.

CLASS ACTION WAIVER. HYPERION AND YOU AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Neither you, nor any other customer, can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding against Hyperion.

JURY TRIAL WAIVER. If a claim proceeds in court rather than through arbitration, HYPERION AND YOU WAIVE ANY RIGHT TO A JURY TRIAL.

3) Service Fees. In consideration for the Services, you agree to the advertised service fees, estimated charges, and estimated taxes offered through your company.

4) Refunds; Cancellation or Termination of Service Plans.

a) General. Subject to our Refund Policy as described below, you may cancel or we may terminate any Service plan that you purchase from us at any time; provided that, except as otherwise required by applicable law and our Refund Policy, you will not receive any refund of amounts paid to us in connection with any such Service plan whether cancelled by you or terminated by us.

b) Deposit, Advances, and Method of Charges.

i) The first payment and one month security deposit for the Service will be paid in advance. Your credit card will be enrolled in auto-pay for the recurring monthly discounted plan and any associated charges that may be incurred. In the event that your credit card is declined, an email notification will be sent with instructions on how to update your payment method. If your credit card is not updated within 48 hours of receipt of the email notification, your mobile number will be suspended. You have up to 30 days to update your credit card to have your service re-instated. After 30 days, your mobile number will be canceled, and the associated account will be closed.

ii) The first transaction for Services shall occur on the first month in which T-Mobile service is initiated. The second transaction shall be held as an advanced security deposit for the Services, to cover any outstanding balance, charges, or fees incurred prior to, or during offboarding. If Hyperion completes offboarding with no balance, charges, or fees owed, any unused security deposit shall be refunded. If Hyperion is unable to recover the balance owed, Hyperion will allocate the security deposit toward any such balance. Any remaining balance existing above and beyond the security deposit shall remain your responsibility and obligation.

c) Return Policy. Hyperion’s Return Policy located at http://hyperionpartners.net/privacy-policy.

d) Termination of Business Flex. Business Flex is only offered to enrolled employees of certain Hyperion partners (“Business Flex Employee”). In the event a Business Flex Employee ends its employment relationship, for any reason, it is agreed and understood that: (i) all discounts, offers, and incentives of the Business Flex Service shall be eliminated, (ii) thirty (30) calendar days shall be provided for the transfer of any associated Business Flex Service number, (iii) access to standard T-Mobile consumer plans may be available at higher prices, (iv) additional activation fees, charges, and taxes may apply in conjunction with the opening or transfer of any account after the Business Flex Service, and (v) T-Mobile may impose additional fees, penalties, or conditions on the continuation or transfer of any service from the Business Flex Service in their sole discretion.

d) Termination of Business Flex. Business Flex is only offered to enrolled employees of certain Hyperion partners (“Business Flex Employee”). In the event a Business Flex Employee ends its employment relationship, for any reason, it is agreed and understood that: (i) all discounts, offers, and incentives of the Business Flex Service shall be eliminated, (ii) thirty (30) calendar days shall be provided for the transfer of any associated Business Flex Service number, (iii) access to standard T-Mobile consumer plans may be available at higher prices, (iv) additional activation fees, charges, and taxes may apply in conjunction with the opening or transfer of any account after the Business Flex Service, and (v) T-Mobile may impose additional fees, penalties, or conditions on the continuation or transfer of any service from the Business Flex Service in their sole discretion.

e) Termination of Previous Carrier, Carry-Over Balance, or Existing Device Payments. You may have outstanding obligations with your prior carrier for any porting, transfer (whether for a Device or service), or switch charges as a result of initiating the Services under this Agreement.

5) Our Rights to Make Changes. This provision is subject to requirements and limitations imposed by applicable law and will not be enforced to the extent prohibited by law. Your Service is subject to our business policies, practices, and procedures, which we can change without notice. WE RESERVE THE RIGHT TO CHANGE OR MODIFY THESE T&Cs, OUR SERVICES, DISCOUNTS, TECHNOLOGIES (INCLUDING CHANGES TO OUR NETWORK THAT MAY IMPACT YOUR DEVICE’S COMPATIBILITY), COVERAGE, OR ANY OTHER TERMS IN THE AGREEMENT AT ANY TIME AND YOU AGREE TO BE BOUND BY ALL SUCH CHANGES OR MODIFICATIONS ON THE EARLIER OF WHEN WE (i) POST THEM ON THE HYPERION WEBSITE, OR (ii) SEND THEM TO YOU (ELECTRONICALLY OR OTHERWISE). BECAUSE THESE T&Cs ARE SUBJECT TO CHANGE AT ANY TIME, YOU SHOULD ALWAYS CHECK THE HYPERION AND T-MOBILE WEBSITES FOR THE MOST CURRENT VERSION. WE ARE NOT LIABLE TO YOU FOR CHANGES IN OPERATION, EQUIPMENT, OR TECHNOLOGY (INCLUDING THE NETWORK) THAT CAUSE YOUR DEVICE TO BE RENDERED OBSOLETE OR REQUIRE MODIFICATION.

6) Compatible Devices. You must use a supported, compatible Device to access the T-Mobile network. Only certain phones and tablet computers are supported Devices for T-Mobile. Failure to use a supported, compatible Device when accessing our Services or the services of T-Mobile, as defined within their Terms and Conditions, may result in immediate termination of your Service.

7) Service Availability. Coverage maps only approximate our anticipated wireless coverage area outdoors; actual Service area, coverage and quality may vary and change without notice depending on a variety of factors including network capacity, terrain and weather. Outages and interruptions in Service may occur, and speed of Service varies. You agree we are not liable for problems relating to Service availability or quality. You further agree and acknowledge that Hyperion is not a MVNO (Mobile Virtual Network Operator) or network provider who can control service availability.

8) Service Plans.

a) General. Your Service will operate only after you have purchased and redeemed a Service plan. Please visit T-Mobile’s website located at t-mobile.com for the latest information regarding terms, limitations, conditions, limitations, and restrictions that may apply to your service.

b) Charges. You agree to pay all charges we bill you or that were accepted or processed through your Device. All Service plans are measured on a 30-day cycle, except that 12-month plans are measured on 31-day cycles in even numbered months. You agree to provide us with accurate and complete billing information and to immediately report to us all changes to your billing information.

c) Voice Usage. Service plans include a voice plan as part of your Service and shall be governed by any and all rules and restrictions determined by T-Mobile, which You have acknowledged.

d) Data Usage and Messaging. Service plans include a data plan (“Data Plan”) as part of your Service. Data usage is governed by any and all rules and restrictions determined by T-Mobile, which You have acknowledged.

9) Taxes, Fees and Surcharges. You are responsible for, and shall pay, the taxes, fees and surcharges set forth in in this Agreement and/or T-Mobile (“Taxes, Fees and Surcharges”) in connection with your Service account. Such Taxes, Fees and Surcharges will be included in your Service account charges (a) at the time you order the Service and (b) each time there are any further charges to your Service account. Payment of Taxes, Fees and Surcharges is in addition to payment for the Service and will be billed to your credit card. These Taxes, Fees, and Surcharges shall be more specifically stated by T-Mobile.

10) Your Right to Dispute Charges. Unless otherwise provided by law, you agree to notify us of any dispute regarding your bill or charges to your account within sixty (60) days after the date you first receive the disputed bill or charge. If you do not notify us of your dispute in writing with supporting documentation within this time period, you may not pursue a claim in arbitration or in court.

11) Notices and Customer Communications. You expressly consent to receive all communications, agreements, documents, notices and disclosures (“Notices”) from us, at the telephone number associated with your Device, or physical or electronic address you provide to us. Notices from us to you are considered delivered when we deliver them to your Device by text message or voice, or by email to any email address you provide to us, or three (3) days after mailing to your billing address.

12) Privacy Information. Our Privacy Policy governs how we collect and use information related to your use of the Services and is available online at http://hyperionpartners.net/privacy-policy. We may change our Privacy Policy without notice; however, if we change our policy to allow use or disclosure of personal information in a way that, in our sole determination, is materially different from that stated in the policy at the time the data was collected, we will post notice in advance of the change. Data on your Device may automatically be stored on your SIM card, eSIM, Device or our network. Your data may remain on the Device even if your SIM card is removed; the data left on your Device will be accessible to others who use the device, and may be deleted, altered, or transferred to our or our supplier’s network servers. If your eSIM is deleted from your phone, you may lose any data contained within the eSIM.

13) Disclaimer of Warranties. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN WRITING, AND TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND DEVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OF ANY KIND. WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES, OR FITNESS FOR A PARTICULAR PURPOSE CONCERNING YOUR SERVICE OR YOUR DEVICE. WE DO NOT PROMISE UNINTERRUPTED OR ERROR-FREE SERVICE AND WE DO NOT AUTHORIZE ANYONE TO MAKE ANY REPRESENTATIONS OR WARRANTIES ON OUR BEHALF. WE DO NOT GUARANTEE THAT YOUR COMMUNICATIONS WILL BE PRIVATE OR SECURE.

14) Waivers and Limitations of Liability. UNLESS PROHIBITED BY LAW, OUR LIABILITY FOR DAMAGES OR OTHER MONETARY RELIEF FOR ANY CLAIMS YOU MAY HAVE AGAINST US IS STRICTLY LIMITED TO NO MORE THAN THE AMOUNTS ACTUALLY PAID BY YOU TO US FOR THE SERVICE FROM WHICH THE DAMAGES OR OTHER LIABILITY AROSE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. YOU EXPRESSLY AGREE THAT UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, TREBLE, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OUR SERVICE (INCLUDING THE PROVISION OF OR FAILURE TO PROVIDE SAME), ANY DEVICE, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE HAVE BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION AND WAIVER ALSO APPLIES TO ANY CLAIMS YOU MAY BRING AGAINST ANY OTHER PARTY TO THE EXTENT THAT WE WOULD BE REQUIRED TO INDEMNIFY THAT PARTY FOR SUCH CLAIM. YOU AGREE WE ARE NOT LIABLE FOR PROBLEMS CAUSED BY YOU OR A THIRD PARTY. EXCEPT TO THE EXTENT PROHIBITED BY LAW, ALL CLAIMS MUST BE BROUGHT WITHIN TWO (2) YEARS OF THE DATE THE CLAIM ARISES.

15) Indemnification. You agree to defend, indemnify, and hold us harmless from and against any and all losses, claims, liabilities, costs and expenses (including taxes, fees, fines, penalties, interest, expenses of investigation and attorneys’ fees and disbursements) as incurred, arising out of or relating to use of the Service or Devices, breach of the Agreement, or violation of any laws or regulations or the rights of any third party by you or any person on your account or that you allow to use your Service or Device.

16) Enforceability and Assignment. A waiver of any part of the Agreement in one instance is not a waiver of any other part or any other instance and must be expressly provided in writing. If we do not enforce our rights under any provisions of the Agreement, we may still require strict compliance in the future. If any part of the Agreement is held invalid that part may be severed from the Agreement. You cannot assign the Agreement or any of your rights or duties under it without our written consent. We may assign all or part of the Agreement or your debts to us without notice. The Agreement is the entire agreement between Hyperion and you and defines all of the rights you have with respect to your Service or Device, except otherwise provided by Your T-Mobile contracts and agreements and you cannot rely on any other documents or statements by any sales or service representatives or other agents. If you purchase a Device, services or content from a third party, you may have a separate agreement with the third party; Hyperion is not a party to that agreement. Any determination made by us pursuant to this Agreement, shall be in our sole reasonable discretion.

17) Choice of Law and Forum Selection. This Agreement is governed by the Federal Arbitration Act and the laws of Nevada, without regard to the conflicts of laws rules of that state. Arbitration or court proceedings must be commenced in: (a) Clark County, Nevada. Notwithstanding the provisions regarding arbitration in this Agreement, any dispute arising or relating to this Agreement shall be subject to the exclusive jurisdiction of the Federal District Court of Nevada or the Eighth Judicial District Court of Nevada.