Master Service Agreement

“Provider”, “we”, “us” is UnlockMyIMEI, Florida, United States. “Customer” is the legal entity named in the order confirmation. The agreement consists of: (1) the order confirmation we email after your request; (2) this Master Service Agreement; (3) the Data Processing Agreement for the Hosted plan; (4) the Terms of Service for anything not covered here. In a conflict, the earlier item in that list wins — except that on a data-protection matter the Data Processing Agreement wins over all of them, and the Standard Contractual Clauses, where they apply, win over everything.

A request on the site is not an order. The order exists when we send the confirmation and you pay the fee it states.

• Hosted — $50 per month. We install and run a copy of the platform for you on our infrastructure, under your domain and your name, with your logo, content, suppliers, prices and payment accounts set through the admin. We maintain it and apply the updates and fixes we release for the hosted platform, on our schedule. You use it; you do not receive the code.
• Connected — $1,000 one-time. We deliver a prebuilt package of the platform (a runnable build, without source code) with a licence key for your domain, under the licence in section 5. You run it on your own servers under your brand, with your clients, your prices and your payment accounts. Every order your site takes is fulfilled by UnlockMyIMEI through the package’s built-in connection and charged to your wholesale balance with us at your wholesale rate; the package has no supplier or API settings and connects to no other supplier. Updates are delivered as new packages for you to install. No monthly fee.
• Full copy — $5,000 one-time. We deliver the complete source code of the platform as it stands on the delivery date, with a setup guide, under the licence in section 4. You run it on servers of your choice, may change it however you like, and connect your own suppliers and payment accounts. No monthly fee; updates are not included.

We aim to deliver within 2–5 days of payment and of receiving the details we ask for (domain, business name, admin email). If we have not delivered within 14 days of both, Customer may cancel by email and we refund the fee in full; that is Customer’s only remedy for late delivery. For the Hosted plan, delivery is the moment we hand you the admin sign-in on your domain (or on a temporary address until your domain points to us). For the Connected plan and the Full copy, delivery is the moment we email the download link, checksum and (Connected) licence key to the notice address in the order confirmation; the 7 days below run from that email.

You have 7 days after delivery to report that the delivered platform does not materially match the description on the “Your own unlocking website” page as it read on the date of the order confirmation (we keep a dated copy and send it with the confirmation). We then fix it or, if we cannot, refund the fee. Otherwise the delivery is accepted. Because the Full copy is a digital product that cannot be returned, no other refund applies after delivery except where the law requires one.

On payment we grant Customer a perpetual, non-exclusive, non-transferable, non-sublicensable licence to use, install, modify and run the delivered code for one business — the legal entity named in the order confirmation, trading under one brand, on the domains that entity owns and lists in the order confirmation (extra brands or domains can be added for a fee we agree in writing) — with as many servers or environments as that one business needs. Affiliates, parent and sister companies and Customer’s own clients are third parties.

Customer must not: sell, rent, lease, lend, give away, sublicense or otherwise provide the code or a modified version of it to any third party; offer it as a product, template or “white label” for others to run; publish it publicly or in a public repository; use the code, or what it learns from the code, to build or help build a platform, template or software product offered to other businesses (running Customer’s own unlocking site is, of course, the point); or remove our copyright notices. Hosting providers and individual contractors working for Customer may access the code under written confidentiality terms, for Customer’s business only; a contractor may not be a business that runs or sells unlocking services itself. Once a year, on 30 days’ notice, Customer confirms in writing where the code is installed and which domains it serves and lets us, or an independent reviewer bound to confidentiality, verify that. A breach of this section ends the licence immediately; Customer must then stop using the code, destroy its copies and confirm so in writing, and remains liable for the breach.

The code uses open-source components under their own licences. With the setup guide we deliver a list of those components and their licences; Customer keeps every copyright and licence notice in the code and complies with those licences, and for those components their own licence governs, not this section. To our knowledge the delivered platform contains no component whose licence would require Customer to publish its own source code. The platform’s own code, design and database structure remain our intellectual property; modifications Customer makes belong to Customer, subject to our rights in the underlying code.

On payment we grant Customer a non-exclusive, non-transferable, non-sublicensable licence to install and run the Connected package for one business — the legal entity named in the order confirmation, trading under one brand, on the domain named in its licence key (extra domains for a fee we agree in writing) — for as long as this agreement lasts. The package is delivered as a runnable build without source code; the licence key is tied to Customer’s domain and is checked by the package. Customer may set everything the package’s admin offers (brand, content, clients, prices, payment accounts, notifications); Customer may not modify, decompile, reverse-engineer or alter the package, remove or defeat its licence check, connect it to any supplier other than UnlockMyIMEI, extract its code or data structures, or provide it to any third party. Section 4’s rules on third parties, contractors, annual confirmation and destruction apply to the package in the same way.

The package fulfils orders only through UnlockMyIMEI: every order is charged to Customer’s wholesale balance with us at Customer’s wholesale rate under the Terms of Service (section 10), and Customer sets its own prices to its customers. Customer’s customers are Customer’s; we are not a party to their orders with Customer. If Customer’s wholesale account is suspended or closed under the Terms, the package cannot fulfil orders until it is restored; if it is closed for Customer’s breach, this licence ends with it. We release updated packages from time to time and may require Customer to install one within 60 days when it is needed for the connection, security or the law; we may also keep a licence key working only for the current and the previous package. The package is a built copy of our software, not an unbreakable one: its protections are a deterrent, and defeating them is a breach of this agreement.

The copy does not include, and Customer must not use: our names, logos and brand assets; our customer reviews, testimonials, guides and other editorial content; our supplier accounts, API keys, credentials and prices; our customer data; and any third-party keys. Where such material is present in the delivered package for technical reasons, Customer must remove or replace it before going live and must never publish it. Customer connects its own supplier accounts, payment accounts, email, messaging and AI keys.

Within 7 days of going live, and whenever we ask, Customer confirms in writing that every excluded item has been removed, and removes any excluded item we point out within 48 hours. For the Hosted plan we tell Customer at delivery which excluded items, if any, are still present, and Customer removes them before going live and must not re-import them. Using our names, logos, reviews or editorial content, or presenting the site as connected with us, is a breach of section 4 as well as this section: the licence ends and the limits in section 12 do not apply.

We provide the servers, the domain configuration on our side, encryption in transit, updates and fixes as we release them, and reasonable email support for operating the admin. We use commercially reasonable efforts to keep the service available, and tell you about planned maintenance in advance where we can. We do not promise a specific uptime, and the service depends on third parties (hosting, network, suppliers, payment providers) we do not control. We may keep backups for our own operational recovery; they are not a backup service to you — export your data from the admin regularly.

You own and control your domain, your content, your suppliers and prices, your payment accounts and your customers. You operate the site lawfully: your own terms, privacy policy and refund policy for your customers; no service on lost, stolen or blacklisted devices; compliance with the laws of every market you sell in, including tax, consumer and data-protection law. You keep your admin passwords and keys safe, and you do not resell or share the hosted service itself. We are not a party to any sale, refund, chargeback or dispute between Customer and its customers or suppliers, and nothing in this agreement gives Customer’s customers, suppliers or anyone else any right against us.

• Hosted: $50 for each month, paid in advance. Before you pay the first month, the order confirmation states — and you confirm by replying “I agree” or ticking the box it contains — that the plan renews every month at $50 (or the price we have notified) on the same day of each month until you cancel, how it is charged, and how to cancel; we keep that confirmation and email you a receipt for each month. If you pay by bank transfer or crypto we invoice you each month instead, and nothing renews until the invoice is paid. Cancel any time with one email to the address in section 15 — no forms, no calls, no questions; cancelling is never harder than signing up. We confirm within one business day, the service ends at the end of the paid month and no part-month is refunded. If a payment is more than 7 days late we may suspend the site until it is paid and, after 30 days, end the service.
• Connected: $1,000, paid in full before delivery. Orders your site takes are charged to your wholesale balance with us at your wholesale rate, prepaid, under the Terms of Service; the balance is not part of this fee.
• Full copy: $5,000, paid in full before delivery.
• Fees are in US dollars and exclude taxes; any sales, use, VAT or withholding tax that applies to you is yours to pay. Payment by PayPal, bank transfer or crypto as stated in the order confirmation. We may change the Hosted price with 30 days’ notice; the new price applies from your next renewal after the notice.

Each party keeps the other’s non-public information (the code, pricing, supplier details, business plans) confidential, uses it only for this agreement, and shares it only with people who need it and are bound to confidentiality. This does not cover information that is public through no fault of the receiving party, already known to it, or required to be disclosed by law (with notice where allowed). Customer’s customers’ data on the Hosted plan is governed by the Data Processing Agreement and the limits in section 12, not by this section. The duty lasts for 5 years after the agreement ends; for the code, as long as it stays confidential.

For the Hosted plan we process Customer’s customers’ data as Customer’s processor under the Data Processing Agreement, which is part of this agreement. For the Full copy we hold no customer data of yours after delivery; Customer is solely responsible for data protection on the site it runs. Each party complies with the data-protection laws that apply to it.

We warrant that we have the right to grant the licence and provide the service, and that for the Hosted plan the service will perform materially as described on the “Your own unlocking website” page as it read on the date of the order confirmation. The Connected package and the Full copy are delivered as is on the delivery date, with the 7-day conformity remedy in section 3 as the only warranty; for the Connected plan, the orders themselves are performed under the Terms of Service and the Refund Policy that apply to Customer’s wholesale account, not under this agreement. We do not warrant that the platform is error-free, that it meets the legal requirements of every market, that any supplier will connect to it, or that Customer will make any particular revenue. We do not warrant that any unlock, check or remote service ordered through Customer’s site will succeed, that any carrier or supplier will accept, deliver or price a service in any particular way, or that any supplier’s API will stay available; those are matters between Customer, its suppliers and its customers. Everything else that the law lets us disclaim — including implied warranties of merchantability, fitness for a purpose and non-infringement — is disclaimed.

Customer warrants that it is a business, that it will use the platform lawfully, and that it will not use it for services on lost, stolen, blacklisted or fraudulently obtained devices.

To the fullest extent the law allows, neither party is liable to the other for indirect, incidental, special or consequential loss, lost profit, lost revenue, lost data or lost business. Our total liability under this agreement is limited to the fees Customer paid us in the 12 months before the claim (Hosted) or to the fee paid (Full copy). For claims about personal data, security or confidentiality — including under the Data Processing Agreement — our total liability is limited to three times the fees Customer paid us in the 12 months before the claim or US$25,000, whichever is higher. Our indemnity in section 13 is limited to US$25,000 in total and does not cover patent claims or claims about open-source components. These limits do not apply to Customer’s breach of section 4 (licence) or section 5 (excluded materials), to Customer’s duty to pay the fees, to Customer’s indemnity in section 13, or to liability that cannot be limited by law.

• By Customer: Customer defends and compensates us against any claim, fine, loss or cost (including reasonable legal fees) arising from Customer’s operation of its site, its customers, its content, its suppliers and payments, its breach of law or of this agreement, or its use of the code beyond the licence.
• By us: we defend Customer against a third-party claim that the unmodified platform, as delivered, infringes that party’s US copyright or trademark, and pay the resulting damages or settlement up to the limit in section 12, provided Customer tells us promptly and lets us control the defence. We may instead replace or modify the platform or, if that is not reasonable, end the licence and refund the fee less a reasonable amount for the time of use. This does not cover modifications, combinations with other software, open-source components or use beyond the licence.

• Hosted: monthly, renewing until cancelled by Customer (any time, effective at the end of the paid month) or by us with 30 days’ notice. Either party may end it at once for a material breach not fixed within 14 days of notice, and we may suspend or end it at once for unlawful use or non-payment under section 8. After termination for any reason Customer has 14 days of read-only access to export its data from the admin (we restore access for that purpose even if the site was suspended); after that window we delete the site and its data within 30 days, as the Data Processing Agreement says, unless the law makes us keep records.
• Connected: the licence lasts while this agreement does; it ends under section 5 (breach, or the wholesale account closed for breach), section 15 (transfer without consent) or if Customer fails to pay, and we may end it with 90 days’ notice if we stop offering the Connected package, refunding a proportionate part of the fee if that happens within 12 months of delivery. When it ends Customer stops using the package and destroys its copies; Customer’s own customer data stays Customer’s and can be exported from the package’s admin before then.
• Full copy: the licence is perpetual and ends only under section 4 (breach), section 15 (transfer without consent) or if Customer fails to pay. Sections 4, 5, 6, 9, 11, 12, 13 and 16 survive the end of this agreement.

• Assignment: Customer may not transfer this agreement or the licence — by sale, merger, reorganization, change of control or operation of law — without our written consent. We will not refuse consent unreasonably for a buyer of Customer’s whole operating business that is not on a sanctions list, does not sell or host software for other unlocking businesses, and accepts this agreement in writing. A transfer or change of control without our consent ends the licence. We may assign this agreement to a successor of our business.
• Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control (network or hosting outages, acts of third parties, government action, disasters), except for payment obligations.
• Notices: by email to the addresses in the order confirmation and, for us, sales@unlockmyimei.com; notices count as received the next business day.
• Export and sanctions: Customer confirms that it, its owners and the places it operates from are not on a US sanctions list and not in a country or region under comprehensive US sanctions, and that it will not use or provide the platform in breach of US export-control or sanctions law. If that turns out to be untrue we may refuse the order or end the agreement at once, without refund where the law prevents one.
• Independent parties: nothing creates a partnership, franchise, agency or employment; Customer runs its business in its own name.
• Entire agreement: these documents are the whole agreement and replace earlier discussions; changes must be in writing (email counts) and agreed by both parties. If a clause is unenforceable the rest stands.

This agreement is governed by the laws of the State of Florida and the federal laws of the United States, without regard to conflict-of-law rules. The parties first try to settle any dispute by discussion within 30 days of written notice; failing that, the state and federal courts located in Florida have exclusive jurisdiction, and each party accepts it. Either party may seek an injunction in any court to protect its intellectual property or confidential information. In any dispute about this agreement the winning party recovers its reasonable legal fees and costs from the other.

Website copies, orders under this agreement and signed copies: sales@unlockmyimei.com. The plans are described on Your own unlocking website; all legal documents are on the Legal page.