Verizon Open Development Portal Site Use Agreement

When you or any other person, employee or representative authorized by you (collectively referred to as "You" or "Your") use the Verizon Open Development℠ website and any of the content, products or services, which include, without limitation, the APIs, SDKs and related code and documentation made available on the Open Development website, within or linked to the Verizon Open Development website (collectively, the "Open Development Site"), You accept these terms and conditions (this “Site Use Agreement”). Do not use the Open Development Site if You do not agree to this Site Use Agreement. If You are entering into this Site Use Agreement on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind such entity to this Agreement. All references to use of the Open Development Site include use of any or all part(s) of the Open Development Site.

Ownership

As between You, Verizon, and its third party licensors and suppliers, Verizon or such third party licensors and suppliers are the sole owners of the Open Development Site, including, without limitation, all copyrights, trademarks, service marks, patent, trade secret, and other intellectual property rights in the Open Development Site, and any modifications, corrections or enhancements thereto. Verizon grants no rights to You hereunder other than as expressly set forth in this Site Use Agreement.

You retain ownership of (i) any data which is produced by your applications, devices and solutions ("Your Data") or (ii) any source code that You create using the Open Development Site ("Your Content") except to the extent that Your Content embodies or incorporates Verizon Confidential Information. Notwithstanding the foregoing, Verizon may collect and use Your Data, Your Content and other information You provide in accordance with the Verizon Privacy Policy, which is available at www.verizonwireless.com and incorporated herein by reference. You represent and warrant that You have obtained all necessary rights and consents in accordance with this Site Use Agreement, all applicable laws, or as otherwise required to permit Verizon to access and use Your Data, Your Content and any other information You provide in connection with the Open Development Site.

Should You provide Verizon with information, including, but not limited to, feedback, data, answers, questions, comments, suggestions, improvements, observations, evaluation information plans, ideas, or the like, relating to the Open Development Site (collectively "Feedback"), either orally or in writing, Verizon shall be free to use any such Feedback for any purpose including but not limited to modification and improvement of the Open Development Site without compensation and Verizon shall own all the intellectual property rights relating to such modifications and improvements. To the extent You provide any Feedback, You grant Verizon a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate all intellectual property rights in such Feedback to Verizon and agree not to assert any related rights against Verizon.

Trademarks

The Verizon and the Open Development names, trade names, trademarks and logos, as well as all related product and service names, design marks and slogans, are the property of Verizon, and except as expressly permitted below, may not be used by You absent prior written consent of Verizon.

Registration

In order to use the features of the Open Development Site, You will be asked to create a username and password (an "Account") and provide certain registration information like your name, email address and company. You may not register for, access or use the Open Development Site if (i) You are under the age of 13, (ii) You are a person barred from accessing the Open Development Site under the laws of the United States or other countries, including the country in which You reside or from which You access the Open Development Site or (iii) You are a government entity.

Verizon may accept or reject registrations at its sole discretion. After registering, You may be provided keys, secrets or tokens that enable Your applications, devices or solutions to call APIs and use other tools that are part of the Open Development Site (“Access Credentials”). You are responsible for keeping Your password and Access Credentials secure and confidential, and for all activity that occurs through Your Account. You agree not to falsify or alter any Access Credentials assigned to your application, device or solution, or to obscure or alter the source, location or any other identifying information of API calls coming from Your application, device or solution. You will immediately notify Verizon at iotdeveloper@verizon.com if you become aware of suspected or actual misuse or compromise of Your Account, Access Credentials, or if Your Account information is lost or stolen. Verizon will not be liable for any loss or damage arising from Your failure to comply with this section.

Verizon may (i) contact You to confirm some or all of Your registration information, (ii) to send You important information and notices regarding the Open Development Site and your Account by email, messaging or other means based on the information You provide to Verizon or (iii) use information about Your use of the Open Development Site to better serve You. Verizon may share this information with its affiliates, agents, contractors and partners to offer You a full range of additional products and services, and may otherwise use such information in accordance with the Verizon Privacy Policy.

Limited License

Subject to Your compliance with (i) this Site Use Agreement, (ii) other documentation provided as part of the Open Development Site, and (iii) any access restrictions Verizon may establish from time to time, Verizon grants to You a limited, non-sublicensable, non-transferable, non-exclusive, and terminable license during the Term of this Site Use Agreement to access, view and use the Open Development Site.

Use Restrictions

You agree to use the Open Development Site for lawful purposes only. You must not (i) resell, sublicense, lease, assign, redistribute, transfer or otherwise make the Open Development Site available to any third party; (ii) modify, copy, harvest, collect, or create derivative works based on the Open Development Site; (iii) copy, frame or mirror any part or content of the Open Development Site, other than copying or framing for Your own internal business purposes for use as permitted under this Site Use Agreement; (iv) reverse engineer the Open Development Site; (v) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Open Development Site, the Verizon network, or any service provided by or on behalf of Verizon, or any device connected to the Verizon network; (vi) send or store infringing or unlawful material using the Open Development Site; (vii) impersonate someone else; (viii) access or use the Open Development Site for the purpose of building a competitive product or service or for benchmarking, monitoring availability, comparative analysis or similar purposes; or (ix) remove, alter or destroy any copyright, trademark or other proprietary rights notices displayed on the Open Development Site. Verizon may impose limits on the number or rate of calls made using the available APIs. You will not attempt to exceed or bypass these limits, which Verizon may change at any time in its discretion. You will not make any representations, guarantees or commitments to individual users of Your application, device or solution which interfaces with the Open Development Site (“Your Users”) or anyone else regarding the availability of or functionality supported by the Open Development Site. Verizon reserves the right to make changes to the Open Development Site without notice. These changes may require You to modify Your application, device or solution at Your own expense in order to continue using the Open Development Site.

You must not propagate any virus, worms, malware, Trojan horses, or other programming routine that could damage the Open Development Site. You may not use spiders, robots, data mining techniques or other automated devices or programs to mine, harvest, collect, store, catalog, download or otherwise reproduce, store or distribute content available on the Open Development Site. You may not use any such automated means to manipulate the Open Development Site or attempt to exceed the limited authorization and access granted to You under this Site Use Agreement. You are not permitted to use the Open Development Site if You are a direct Verizon competitor or for any competitive purposes. By registering for and using or accessing the Open Development Site, You agree that You are subject to and will comply with the Acceptable Use Policy. You agree to regularly monitor Your applications, devices or solutions for any issue that may compromise the security of the Open Development Site (“Security Issue”). Verizon may, without obligation, monitor Your use of the Open Development Site to verify Your compliance with this Site Use Agreement and to identify actual or potential Security Issues.

Wireless Network Services SDK

The Wireless Network Services SDK consists of Web Services Description Language (“WSDL”) files, sample code, and HTML documentation containing graphical representations of the XML schemas for Verizon APIs (collectively, together with any other files made available as part of the download and any updates, supplements or support services related to the SDK, the “WNS SDK”). As used herein, “Wireless Network Services” means Verizon Wireless’ proprietary wireless services.

The WNS SDK must be used in conjunction with carrier-certified devices or modules that support WNS development and testing. Such devices and modules may be obtained from the manufacturers thereof. Use of such devices and modules is governed by their corresponding terms and conditions, not by this Site Use Agreement. You may download, access and use the WNS SDK only for the purpose of designing, developing, testing or modifying applications (each a “WNS SDK-Based Application”) designed to operate with the Wireless Network Services (“Permitted Use”).

Installation and Use: You may use the WNS SDK on an internal basis only on your devices and reproduce a reasonable number of copies of the WNS SDK, including the documentation, provided that you reproduce only complete copies, including, without limitation, all “read me” files, copyright notices, and other legal notices and terms that Verizon has included in the WNS SDK, and any such copy(ies) shall be only for your use for the Permitted Use and not that of any third party. You agree not to, and not to allow any third party to, reverse engineer, disassemble, decompile or translate any software contained in the WNS SDK which is not provided by Verizon in source code format, or otherwise attempt to derive the source code thereof.

Restrictions: You may not charge users of a WNS SDK-Based Application any fee to access or use the Wireless Network Services from within your WNS SDK-Based Application. You may not license, transfer, or assign any rights or grant any access to the WNS SDK to any third party, disclose the WNS SDK, or any part thereof, to any third party, or grant any access to the Wireless Network Services to any third party.

Distributable Code: The WNS SDK contains code that you are permitted to include in WNS SDK-Based Applications subject to compliance with the terms below.

1. Right to Use and Distribute. The sample code, demo program, WSDL files, and Verizon APIs are “Distributable Code” and are subject to the following:
   1. Sample Code. You may modify, copy, and internally distribute the source code form of code marked as “reference implementation” in the WNS SDK.
   2. Redistribution. You may permit distributors of WNS SDK-Based Applications to copy and distribute the Distributable Code as part of the WNS SDK-Based Applications.
2. Distribution Requirements. For any Distributable Code distributed as permitted herein, you must require distributors and external end users to agree to terms that protect Verizon at least as much as this Site Use Agreement and to indemnify Verizon for all costs (including costs of counsel) and to defend and hold Verizon harmless from and against all losses, claims, liabilities, damages or fees, including attorneys’ fees arising out of, resulting from, or relating to any claims related to the distribution or use of WNS SDK-Based Applications.
3. Distribution Restrictions. You may not: (i) alter any copyright, trademark or patent notice in the Distributable Code; (ii) use Verizon’s trademarks in the name or description of any WNS SDK-Based Application or in a way that suggests such application is a product or service of, or is endorsed by, Verizon; (iii) include Distributable Code in malicious, deceptive or unlawful applications; or (iv) modify, distribute or convey any Distributable Code so that the Distributable Code or any application to which it links, or of which it is a part, becomes subject to an Excluded License. An “Excluded License” is one that requires, as a condition of license, use, modification, distribution or conveyance, that the code be disclosed or distributed in source code form, that others have the right to modify or create derivative works of it, and/or that it becomes redistributable at no charge. Internet-Based Services: Wireless Network Services may rely on internet-based communications which may change or be cancelled at any time. You may not use the WNS SDK or the Wireless Network Services in any way that could harm the Verizon Wireless Network or impair anyone else’s use of it. You may not use the WNS SDK or the Wireless Network Services to attempt to gain unauthorized access to any service, data, account or network by any means.

Web Links

The Open Development Site may contain links and references to third-party websites, which are provided for your convenience. Verizon is not responsible for the content or information contained on such third party websites and inclusion of such links does not imply endorsement by Verizon of those websites or the content contained thereon. You may not link to any page of the Open Development Site unless Verizon authorizes You in writing. You may not utilize Verizon’s logos, marks, or other distinctive graphics, video, or audio material in Your links, without Verizon’s express written permission, which Verizon may withhold in its discretion. You may not link in any manner reasonably likely to imply affiliation with or endorsement or sponsorship by Verizon or cause confusion, mistake, or deception.

Subject to Change

Verizon reserves the right to modify this Site Use Agreement and the business policies and practices associated with the use of the Open Development Site. Such modifications may include, without limitation, implementation of user priorities, implementation of rules for use, discontinuance of functional aspects of the Open Development Site, and changes in prices. Verizon may add, withdraw or modify any content or service or features of the Open Development Site at any time in its sole discretion. If You do not agree to the changes, You must stop using the Open Development Site. Your continued use of the Open Development Site constitutes your agreement to the changes. Verizon may discontinue, terminate, suspend or shut down the Open Development Site or particular pages in its sole discretion and without notice. Your license shall automatically terminate if Verizon discontinues, terminates, suspends or shuts down the Open Development Site.

Limitation of Liability

IN NO EVENT SHALL VERIZON, ITS AFFILIATES, LICENSORS, OR THIRD PARTY VENDORS (“THE LIMITED LIABILITY PARTIES”) BE LIABLE FOR ANY LOSSES RESULTING FROM YOUR USE OF OR INABILITY TO USE THE OPEN DEVELOPMENT SITE, INCLUDING ANY VERIZON OR THIRD PARTY APIs AND ANY CONTENT YOU ACCESS THROUGH THE USE OF SUCH APIS, OR ANY SERVICES INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, MALWARE, LINE FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR APPLICATION, DATA OR SOLUTION, LOSS OF YOUR APPLICATION, DATA OR SOLUTION OR CONDUCT OF ANY THIRD PARTY ON OR IN THE OPEN DEVELOPMENT SITE AND ALL OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE DAMAGES OR LOST PROFITS. THESE LIMITATIONS ON LIABILITY APPLY WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORTIOUS ACTION ARISING OUT OF OR IN CONNECTION WITH YOUR DATA OR THE CONTENT AVAILABLE ON OR ACCESSIBLE THROUGH THE OPEN DEVELOPMENT SITE AND THE LIMITATIONS APPLY EVEN IF LIMITED LIABILITY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND IS LIMITED TO THE EXTENT PERMITTED BY LAW.

YOU ASSUME FULL RESPONSIBILITY FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKS TO SATISFY YOUR REQUIREMENTS FOR ACCURACY AND SUITABILITY OF THE OPEN DEVELOPMENT SITE OR YOUR DATA, AND FOR MAINTAINING ANY MEANS WHICH YOU MAY REQUIRE FOR THE RECONSTRUCTION OF LOST DATA OR SUBSEQUENT MANIPULATIONS OR ANALYSES OF THE CONTENT PROVIDED UNDER THIS SITE USE AGREEMENT THE AGGREGATE, TOTAL LIABILITY OF THE LIMITED LIABILITY PARTIES FOR DAMAGES, INJURY, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING FROM OR RELATING TO ACCESS OR USE OF YOUR DATA OR THE OPEN DEVELOPMENT SITE SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

YOU AGREE AND ACKNOWLEDGE THAT THESE LIMITATIONS ON THE LIABILITY OF THE LIMITED LIABILITY PARTIES REFLECT A REASONABLE ALLOCATION OF RISK AND THAT SUCH ALLOCATION OF RISK IS A SIGNIFICANT INDUCEMENT FOR VERIZON TO ALLOW YOU TO ACCESS AND USE THE OPEN DEVELOPMENT SITE.

Disclaimer of Warranties

THE OPEN DEVELOPMENT SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND VERIZON MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE LIMITED LIABIILTY PARTIES DO NOT WARRANT THAT YOUR DATA OR CONTENT PROVIDED ON OR AVAILABLE THROUGH THE OPEN DEVELOPMENT SITE WILL MEET YOUR NEEDS, BE UN-INTERRUPTED, ACCURATE, COMPLETE, USEFUL, FUNCTIONAL OR ERROR FREE, OR THAT THE OPEN DEVELOPMENT SITE, IN WHOLE OR IN PART, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE OPEN DEVELOPMENT SITE MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. NO ADVICE OR INFORMATION GIVEN BY VERIZON, ITS AFFILIATES OR IT LICENSORS, OR SUPPLIERS WILL CREATE ANY WARRANTY.

ACCESS AND USE OF THE OPEN DEVELOPMENT SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE OPEN DEVELOPMENT SITE.

Indemnification

You agree to indemnify, defend and hold Verizon, its parents, subsidiaries and affiliates, and its and their respective directors, officers, members, partners, employees, agents, successors and assigns, its licensors and suppliers harmless from any and all third party claims, damages, losses, liabilities, actions, fines, penalties, judgments, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) any act or omission by You in connection with use of the Open Development Site or related to Your Data, Your registration data, Your Content or Your Users; (ii) Your access to our use of the Open Development Site other than as expressly allowed by this Site Use Agreement; (iii) Your violation of this Site Use Agreement; (iv) the infringement by You of any intellectual property or other right of any person or entity; or (v) Your violation of laws and regulations. You will assume control of the defense and settlement of any claim subject to indemnification by You. Verizon may, however, at any time elect to take over control of the defense and settlement of any such claim. You will not settle any such claim without Verizon's prior written consent.

Compliance

You will adhere to all laws, rules, and regulations applicable to Your use of the Open Development Site, including this Site Use Agreement, Verizon’s Acceptable Use Policy and the other restrictions contained herein.

Confidentiality

You may use Verizon Confidential Information only in connection with Your use of the Open Development Site as permitted under this Site Use Agreement. You will not disclose Verizon Confidential Information during the term of this Site Use Agreement or at any time during the three (3) year period following the expiration or termination of this Site Use Agreement. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Verizon Confidential Information, including, at a minimum, those measures You take to protect Your own confidential information of a similar nature. “Verizon Confidential Information” means all nonpublic information disclosed by Verizon, its affiliates, business partners of Verizon or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential, including without limitation, Access Credentials. Verizon Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Site Use Agreement; (ii) can be shown by documentation to have been known to You at the time of Your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by You without reference to the Verizon Confidential Information.

Publicity

Nothing contained in Site Use Agreement will be construed as granting to You any right to use or refer to in any advertising, sales promotion, press releases or other publicity, any name, trade name, trade or service mark or any other designation of Verizon, or language from which the connection of said name or mark may be inferred or implied without Verizon’s prior written consent. All other names, marks and logos are the names, marks and logos of their respective owners. You agree that Verizon, in its sole discretion, may use Your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and web site for the purpose of advertising or publicizing Your use of the Open Development Site.

Conflict with Other Agreements

You may also be a party to other agreements with Verizon. If there is a conflict or inconsistency between this Site Use Agreement and any other agreement you have with Verizon, this Site Use Agreement will govern with respect to Your access and use of the Open Development Site, unless such other agreement specifically states otherwise.

Term & Termination

The Site Use Agreement begins on the date You first access, browse and/or use the Open Development Site and continues until terminated by either You or Verizon (the “Term”). You may terminate this Site Use Agreement at any time for any reason by notifying Verizon and ceasing use of the Open Development Site. Verizon may terminate this Site Use Agreement or Your Account at any time for any reason upon notice to You. In addition, Verizon may terminate Your Account without prior written notice to You if: (a) Your Account reflects a prolonged period of inactivity or infrequent activity, as solely but reasonably determined by Verizon; (b) You fail to respond to a claim of alleged infringement within a reasonable time; (c) You violate the terms of this Site Use Agreement or any applicable Verizon policy or other agreement between you and Verizon.

Effect of Termination

Upon the effective date of termination of this Site Use Agreement or any Account, Your license to use the Open Development Site and to access Your Data contained thereon will cease. In such event, preservation of Your Data is your sole responsibility. Verizon is under no obligation to preserve or migrate Your Data. Termination of this Site Use Agreement will not relieve You of the obligations herein that You assumed by using the Open Development Site.

Governing Law and Jurisdiction

This Site Use Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law provisions. Any legal action, suit or proceeding arising out of or relating to this Site Use Agreement, must be instituted exclusively in the federal or state courts located in New York, New York.

International Use

Verizon controls and operates the Open Development Site from the United States, but reserves the right to support it with resources from outside the United States. The Open Development Site is not intended for use outside of the United States and Your use of the Open Development Site is not intended to subject Verizon to the laws or jurisdiction of any state, country or territory other than that of the United States. Verizon does not warrant that the Open Development Site is appropriate or available for use in any particular jurisdiction other than the United States and accessing such from certain locations outside of the United States may be illegal and prohibited. You agree that You will not access or use the Open Development Site where prohibited by applicable law, rule or regulation or in a manner that violates the foregoing. If You access or use the Open Development Site from such locations, You are acting on Your own initiative, and Verizon is not responsible for Your compliance with local laws or other applicable legal or regulatory restrictions. You represent and warrant that You are not (a) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. You also agree that You will not use the Open Development Site for any purposes prohibited by United States law. Verizon may limit the Open Development Site’s availability, in whole or in part, to any person, geographic area, or jurisdiction, at any time and in Verizon’s sole discretion.

U.S. Export Controls and Economic Sanctions Laws and Regulations

Software and technology provided as part of the Open Development Site are subject to U.S. export controls laws and regulations, including but not limited to the Export Administration Regulations (“EAR”), You agree that any export, re-export, or retransfer of software and technology Verizon provides under this Site Use Agreement will comply with all applicable U.S. export controls and economic sanctions laws and regulations, and such compliance will include obtaining any required export licenses or authorizations from the U.S. government. You further agree that you shall not export, re-export, or retransfer, directly or indirectly, either during the Term of this Site Use Agreement or after its expiration, software or technology provided by Verizon under this Site Use Agreement in any form to destinations in or nationals of Country Groups E, as specified in Supplement No. 1 to Part 740 of the EAR, to any U.S. Government prohibited or restricted party; or for end-users prohibited under the EAR.

Miscellaneous

This Site Use Agreement constitutes the entire agreement between You and Verizon with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements and shall not be modified except by a signed amendment of both parties. The failure of either party to exercise or enforce any right or provision of this Site Use Agreement shall not constitute a waiver of such right or provision. Each parent and affiliate of Verizon shall be third party beneficiaries to this Site Use Agreement and shall be entitled to enforce and rely upon any provision of this Site Use Agreement that confers a benefit on (or rights in favor) of them. Each party must comply with all applicable laws. You may not transfer, assign or delegate the right and/or duties under this Site Use Agreement without Verizon’s prior written consent and any attempted assignment or delegation is void. Verizon shall have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of the obligations hereunder. If any provision of this Site Use Agreement is held to be invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The parties further agree to negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the parties’ intention and to be bound by such provision. The relationship between the parties is one of independent contractors.