TERMS OF USE FOR THE FIRST ORION DEVELOPER PORTAL

These Terms of Use (“Terms of Use”) for the First Orion Developer Portal, located at https://developer.firstorion.com (the “Developer Portal”) for your use on the terms specified in these Developer Terms (“Developer Terms”). These terms apply to your use of the Developer Portal, including, without limitation, your use of First Orion Preview Materials and First Orion Developer Tools. These Developer Terms are also subject to the First Orion Terms of Service on the First Orion Customer Portal (the “Customer Portal”), located at https://portal.firstorion.com ("Customer Portal Terms"). Capitalized terms used but not defined in these Developer Terms will have the respective meanings assigned to them in the Customer Portal Terms. First Orion may modify these Developer Terms from time to time as our business changes and technology evolves. If you do not agree to these Developer Terms or any changes thereto, your sole remedy is to stop using the Services and Portal Content. Use of the Services and Portal Content after any changes shall constitute acceptance of the updated Developer Terms.

1. GENERAL

1. You may view some parts of the Developer Portal without a Customer Portal account. This provides you with information about and access to public information about First Orion’s branded communications services, application programming interfaces, code snippets, software development kits, and documentation to demonstrate what is required to initiate a branded communication program (INFORM® or ENGAGE®) through the Customer Portal. These materials are referred to herein as “First Orion Preview Materials.”
2. The Developer Portal also provides a repository where certain First Orion business enterprise clients and prospective clients may obtain non-public, confidential information which is in addition to First Orion Preview Materials about and access to certain enhanced calling products, services, software, documentation, and other materials made available by First Orion from time to time for use in a production environment (collectively, the “First Orion Developer Tools” or “Developer Tools”). The Developer Tools include, but are not limited to: (a) software development kits (“SDKs”); applications, files, tools, programs, and utilities; plug-ins; application program interfaces (“APIs”); and sample code (including runtimes and libraries); (b) documentation and specifications, including SDK, API and application specifications, data, and other code, including concepts, designs, programming concepts, flow charts, guides, graphics and images; and (c) marketing materials and information pertaining to First Orion’s branded communications products and services which a business may consume through the Customer Portal. In order to access the Developer Tools, you must have, or set up, an account on the Customer Portal and acknowledge and accept the Developer Terms.
3. The First Orion Preview Materials and Developer Tools are collectively referred to herein as the “Portal Content.”
4. Notwithstanding anything to the contrary set forth in a separate signed agreement or agreements between your company and First Orion governing the provision of First Orion services or other business relationship between such parties, including the Customer Portal Terms (each, a “Client Agreement”), you agree that access and use of the Developer Portal and Portal Content are subject to these Developer Terms.

2. PRIVACY

First Orion’s Privacy Policy, as it may be amended from time to time, covers the collection, use, disclosure, and sharing of any personal information you provide through your access and use of the Developer Portal. Our Privacy Policy can be found at https://firstorion.com/privacy-policy/

3. OWNERSHIP

Unless otherwise stated herein, we and/or our licensors are the sole owners of the Developer Portal and all Portal Content, including without limitation, all information, services, features, functions, copyrights, trademarks, service marks, and other intellectual property rights contained within the Developer Portal. You agree that all right, title, and interest in the Developer Portal will remain ours or our licensors’ exclusive property and your use is limited to the license rights provided for herein. Notwithstanding the foregoing, we do not claim ownership of any content that you submit to us via the Developer Portal. You represent and warrant that you have secured (and are able to produce proof in writing) of any and all rights necessary and appropriate to submit the content to us via the Developer Portal, including all necessary releases, and that such content is not confidential, as it will not be treated as such. You do, however, grant us a perpetual, worldwide, unrestricted, non-exclusive, royalty-free, transferable license-to-use license, reproduce, modify, adapt, publish, translate, create derivate works from, distribute, publicly perform, and display the content that you post or submit to us via the Developer Portal.

4. LICENSE TERMS

1. First Orion Preview Materials. Subject to the restrictions forth herein, we grant you a non-exclusive, worldwide, non-transferable, limited license to use for the purposes of evaluation and testing of your applications, websites, products, services, or platform with the First Orion Preview Materials. You have no right or authority to distribute the First Orion Preview Materials or to make the First Orion Preview Materials available to third parties, or to integrate the First Orion Preview Materials into applications, websites, products, services, or platform that is provided to third parties.
2. First Orion Developer Tools. Subject to your complete and ongoing compliance with all the terms and conditions set forth in these Developer Terms, including without limitation all license limitations and restrictions set forth herein, First Orion grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to integrate into your applications, websites, products, services, or platform with the Developer Tools to consume or offer for consumption (if you are so authorized by First Orion) First Orion Services available through the Customer Portal. This license expires upon the later of (i) the termination of these Developer Terms or (ii) the expiration or termination of an applicable Client Agreement that provides for the use of all or any portion of the Portal Content in a production instance.
3. Termination of License to the Portal Content. You may terminate your license to the Portal Content by uninstalling and ceasing all use of the Portal Content. First Orion may terminate the license to the Portal Content at any time for any reason, including without limitation, any actual or suspected misuse or abuse by you of the Portal Content, any violation of these Developer Terms, the Customer Portal, or your breach of the Client Agreement between First Orion and you. Following the expiration or termination of the license to use the Portal Content, you must immediately uninstall and cease use of the Portal Content and destroy all copies.
4. Restrictions. You acknowledge that the license rights herein do not include any right to (i) redistribute, sell, lease, license, or modify any portion of the Portal Content except to utilize the licensed rights provided for herein, or (ii) distribute, deploy, or otherwise utilize the Portal Content, individually, with the Client Application, or with any third party materials other than to utilize the Services provided by First Orion through the First Orion Customer Portal, or (iii) use or implement any documented or undocumented feature of the Portal Content other than in accordance with these Developer Terms. Except for the uses permitted herein, you may not (a) decompile, reverse engineer, or otherwise access or attempt to access the source code for the Portal Content not made available to you in source code form, or make or attempt to make any modification to the Portal Content; or (b) remove, obscure, interfere with, or circumvent any copyright or other intellectual property notices, security key, app ID, or access control mechanism. If you are prohibited under applicable law from using the Portal Content, you may not use it, and you will comply with all applicable laws and regulations (including without limitation laws and regulations related to export controls) in connection with your use of the Portal Content. Without limiting the generality of the foregoing, you represent and warrant that the Portal Content will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if any part of the Portal Content is identified as export-controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation and that you are not otherwise prohibited under the Export Laws from receiving the Portal Content. You may use the Portal Content with open source software or with software developed using open source software tools, if you do not incorporate, combine, or distribute the Portal Content in a manner that subjects the Portal Content to any license obligations or any other intellectual property related terms of any license governing such open source software. ANY USE IN VIOLATION OF THE FOREGOING LIMITATIONS AND RESTRICTIONS IS STRICTLY PROHIBITED.

5. FEEDBACK

If you provide First Orion with any comments, bug reports, feedback, enhancements, or modifications proposed or suggested by you for the Portal Content (“Feedback”), such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary you may include in any accompanying communication), and First Orion shall have the right to use such Feedback at its discretion (including, but not limited to, the incorporation of such suggested changes into the Portal Content or First Orion’s products and services) or delete all or any part of such Feedback. You hereby grant to First Orion a perpetual, worldwide, unrestricted, non-exclusive, royalty-free, transferable, nonexclusive license under all rights necessary to so incorporate and use Feedback for any purpose, including to make and sell products and services.

6. TERM AND TERMINATION

These Developer Terms will remain in effect until terminated. In addition to the termination provisions otherwise provided herein, these Developer Terms, and your rights and licenses hereunder, will terminate immediately upon your breach of the Developer Terms. First Orion may terminate your access to the Developer Portal at any time for any reason, including without limitation any actual or suspected misuse or abuse by you of the Portal Content or any violation of these Developer Terms or your breach of the Client Agreement. Following any termination of these Developer Terms, you must cease use of any Portal Content and destroy all copies. Notwithstanding anything herein to the contrary, your obligations of non-disclosure set forth in these Developer Terms with respect to Confidential Information will continue in full force and effect as follows: (a) in the case of any information or materials that constitute a trade secret within the meaning of applicable law, for as long as such information and materials remain a trade secret; or (b) in the case of any other information or materials, for a term of three (3) years from the termination date of these Developer Terms.

7. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY. THE DEVELOPER PORTAL AND ALL PORTAL CONTENT AVAILABLE THROUGH IT ARE PROVIDED ON AN “AS IS” BASIS, “WITH ALL FAULTS”, “AS AVAILABLE”, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FIRST ORION DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, RESULTS, AND NON-INFRINGEMENT. FIRST ORION EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF THE PORTAL CONTENT, AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE PORTAL CONTENT, OR THE QUALITY OR CONSISTENCY OF THE PORTAL CONTENT OR RESULTS OBTAINED THROUGH USE OF THE PORTAL CONTENT.

8. INDEMNITY

You agree to defend, indemnify, and hold harmless First Orion, and its respective employees, officers, directors, agents, representatives, licensors, suppliers, agencies, and service providers from and against all claims, losses, costs, and expenses (including attorney’s fees) arising out of (a) your use of, or activities in connection with the Developer Portal or the Portal Content; or (b) any violation of these Developer Terms by you. We reserve the right to assume all or any part of the defense of any such claims and negotiations for settlement and you agree to fully cooperate with us in doing so.

9. UPDATES AND CHANGES

First Orion reserves the right, at any time, to update, revise, supplement, and otherwise modify these Developer Terms at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on the Developer Portal or communicating it to you through your Developer Portal account (each a “Revised Version”). The Revised Version will be effective as of the time it is posted but will not apply retroactively. Your continued use of and access to the Developer Portal after the posting of a Revised Version constitutes your acceptance of such Revised Version.

10. INTEGRATION

If conflicting language exists between these Developer Terms and an applicable Client Agreement, these Developer Terms will govern with respect to your use of and access to the Developer Portal and the Portal Content.