Open Development Website Terms of Service

 

Introduction

 

Welcome to the Open Development website (“Site”). These are the terms and conditions for use of the Site (“Terms” or “Agreement”).

 

Open Development is Verizon's program designed to allow and encourage the development community to create new products, applications and services beyond what Verizon Wireless offers in its portfolio and bring these to the marketplace on the Verizon Wireless network. 

 

When you access, use, or register for this Site at any time, you (or the business you represent if you are using the Site on its behalf) agree to these Terms and must comply with them. Read the Terms carefully. They control your legally binding relationship with us.

 

"We," "us," "our" or "Verizon" in these Terms means Cellco Partnership d/b/a Verizon Wireless, a Delaware general partnership with an address at One Verizon Way, Basking Ridge, New Jersey 07920, United States, on behalf of itself and for the benefit of its affiliates.

 

 

Definition of Services - What's covered by these Terms?

 

“Services” collectively means use of the Site, all of the Site, including Content and portal services.  “Content” is the text, information, advertising, data, audio/visual materials, “applets,” software, all downloadable files, documentation, tools, content (including but not limited to news), communication tools, discussion forums, features and add-ons, as well as any upgrades or updates to these. When you use any part of the Services, these Terms apply.  “Portal” means the secure portal of the Site that is accessible via a username and password.  You are provided with these credentials after you are approved to use the Services and after you execute a Non-Disclosure Agreement.

 

 

Other Policies

 

These Terms include the following policies and agreements, which are hereby incorporated by reference, that you agree to comply with when you use the Services. Read them carefully. 

If the General Terms and Conditions for Verizon Websites conflict with these Terms then these Terms shall control.

 

Changes to the Terms

 

We reserve the right to make changes to these Terms from time to time. Changes are effective once they are posted. The date of the most recent change will be noted on these Terms. If you use the Services after the Terms have changed, we will treat your continued use of the Services as acceptance of the new Terms.

 

If you do not agree to changes, you may terminate this Agreement at any time by ceasing use of the Services. 

 

We encourage you to read the Terms regularly for updates.

 

Changes to the Services

 

While we will use reasonable efforts to provide advance notice of changes to the Services, you understand and agree that we reserve the right to make these changes without notice. These changes may require you to perform additional work to continue using the Services. You are solely responsible for all expenses related to such additional work.

 

Access and Use of the Services

 

You may access and use the Services for lawful purposes in strict compliance with these Terms and all applicable policies, guidelines, processes, or documentation made available on the Site, the Portal, or by us in any way.

 

Account and Registration

 

You will not be required to create a user name or password to access the landing page or register to begin the certification process. When you register, you must provide registration information like your legal name, a valid email address, an address (including business address), and your telephone number. Your registration information must be true, complete and current and you must keep that information true, complete and current after you create an account. We may contact you to confirm some or all of your registration information. 

 

You are responsible for the security of all of your user names, passwords and registration information (such as unique account identifiers or historical billing information), and you are solely responsible for any use (authorized or not) of your accounts.  You will notify us at verizonwireless-opendevelopment@verizonwireless.com if you become aware of suspected or actual misuse or compromise of your accounts, any unauthorized activity regarding any of your accounts or other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this section.  Verizon may in its discretion suspend or terminate any of your user names and passwords at any time with or without notice.

 

After we create your Portal account, you may be able to access other tools that are part of the Services. You agree not to falsify or alter any of your access information or to obscure or alter the source, location or any other identifying information coming from your applications.

 

Restrictions

 

 You may not register for, access or use the Services if (i) you are under the age of 13, (ii) you are barred from the using the Services under the laws of the United States or the country in which you reside or from which you access the Services, or (iii) you are acting on behalf of a government entity.

 

You agree to use the Services for lawful purposes only. Except as otherwise explicitly permitted in these Terms, you agree not to use the Services to: (i) resell, sublicense, lease, assign, redistribute, transfer or otherwise make the Services available to any third party; (ii) modify, copy, harvest, collect, or create derivative works based on the Services; (iii) copy, frame or mirror any part or content of the Services, other than copying or framing for your own internal business purposes for use as permitted under these Terms; (iv) reverse engineer the Services (including by linking to the Sites); (v) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Services, 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 Services; (vii) impersonate someone else; (viii) access or use the Services 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 notice displayed on the Services.

 

You will not make any representations, guarantees or commitments to anyone regarding the availability of or functionality supported by the Services.

 

You must not propagate any virus, worms, malware, Trojan horses, or other programming routine that could damage the Services. 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 via the Services. You may not use any such automated means to manipulate the Services or attempt to exceed the limited authorization and access granted to you under these Terms. You agree to regularly monitor your devices, applications for any issue that may compromise the security of the Services (“Security Issue”). Verizon may, without obligation, monitor your use of the Services to verify your compliance with these Terms and to identify actual or potential Security Issues.

 

Data

 

 "Customer Data" means information made available to us through your use of the Services and it may include information regarding you, your use of your applications, your end users and/or their use of your applications. Some examples of Customer Data include:

  • Information you provide when you submit forms on the Open Development site or communicate with us, like your legal name, a valid email address, address (including business address), your telephone number, and the content of your messages;
  • Information about your devices or applications when you connect them to the Open Development site (e.g., location data, IP addresses, MAC addresses); and
  • Information our systems log automatically when you use the Services.

 

Our Privacy Policy describes how we collect, use and store Customer Data. Read it carefully. If you do not agree to our Privacy Policy, you must stop using the Services.

 

Export Control

 

 Our Services, including any software or technology provided as part of the Services, may be 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 these Terms 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 will not export, re-export, or retransfer, directly or indirectly, software or technology provided by Verizon under these Terms 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 to end users prohibited under the EAR.

 

Proprietary Rights

 

As between you and Verizon, we retain and own all rights, title and interest in and to the Services, including, without limitation, all copyrights, trademarks, service marks, patents, trade secrets and other intellectual property rights in the Services, and any modifications, corrections or enhancements thereto. No rights or licenses in the Services are granted to you hereunder other than as expressly set forth in these Terms.

 

As between you and Verizon, you retain and own all right, title and interest in and to your devices, applications and Customer Data.

 

You are welcome to provide us with feedback, comments, ideas, observations and suggestions for improvements, either orally or in writing, regarding the Services (collectively "Feedback"). If you provide us with Feedback, you agree that: Feedback is not confidential and we are free to use or disclose that Feedback for any purpose without any attribution or compensation to you; if we use your Feedback to modify or improve our Services, we will own all the intellectual property rights in those modifications and improvements; to the extent you provide Feedback, you grant us a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate all intellectual property rights in such Feedback and you agree not to assert any claim related to these rights against us.

 

Confidentiality

 

"Confidential Information" means nonpublic information in any form disclosed by either party that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, should be reasonably understood to be confidential. Confidential Information does not include Feedback or any information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) can be shown by documentation to have been known to the receiving party prior to disclosure by the disclosing party; (iii) was disclosed to the receiving party by a third party who did not acquire or disclose the information by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by the receiving party without reference to the disclosing party's Confidential Information.

 

Each party agrees that it will use the other party's Confidential Information only in accordance with these Terms and, except as explicitly permitted hereunder, it will not disclose such information to any third party without the disclosing party's prior written consent. Each party will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of the other party's Confidential Information, including, at a minimum, those measures taken to protect its own confidential information of a similar nature. Notwithstanding the foregoing, each party may disclose the Confidential Information of the other party to its employees, contractors or agents who have a need to know and are legally bound to keep such information confidential.

 

In the event a receiving party is required by law, regulation or court order to disclose the disclosing party's Confidential Information, the receiving party will (except as prohibited by law, regulation or court order) promptly notify the disclosing party in writing prior to making any such disclosure in order to facilitate the disclosing party seeking a protective order or other appropriate remedy from the proper authority. The receiving party agrees to cooperate with the disclosing party in seeking such order or other remedy. The receiving party further agrees that if the disclosing party is unable to preclude the requesting legal body from requiring disclosure of the disclosing party's Confidential Information, the receiving party will furnish only that portion of the Confidential Information it is legally required to disclose.

 

Liability for our Services

 

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

 

ACCESS AND USE OF THE SERVICES IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICES OR SYSTEMS OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICES.

 

IN NO EVENT WILL VERIZON BE LIABLE TO YOU FOR (i) ANY SPECIAL, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE); (ii) ANY OTHER DAMAGES ARISING IN ANY WAY FROM OR IN CONNECTION WITH THE AVAILABILITY, USE, RELIANCE ON, PERFORMANCE OF THE SERVICES, PROVISION OF OR FAILURE TO PROVIDE THE SERVICES, LOSS OF DATA, YOUR ACCESS OR INABILITY TO ACCESS OR USE THE SERVICES OR YOUR USE AND RELIANCE ON INFORMATION OR CONTENT AVAILABLE ON OR THROUGH THE SERVICES, INCLUDING VIRUSES ALLEGED TO HAVE BEEN OBTAINED, OR INVASION OF PRIVACY FROM OR THROUGH THE SERVICES, EVEN IF VERIZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE; OR (iii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER DYSFUNCTION IN, OR DESTRUCTIVE PROPERTIES OF THE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICES. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH STATES OR JURISDICTIONS, VERIZON'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

Indemnification

 

You agree to defend, indemnify and hold harmless Verizon and its officers, directors, employees, agents, licensors and suppliers from and against all liabilities, costs and expenses, including reasonable attorney's fees, arising out of or in connection with (i) any act or omission by you in connection with use of the Services or related to your devices, applications, end users or Customer Data; (ii) your violation of these Terms; (iii) any actual or alleged infringement by you of any intellectual property or other right of any person or entity; or (iv) 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.

 

Publicity

 

Nothing contained in this 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 Site.

 

Governing Law and Jurisdiction

 

This 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 Agreement, must be instituted exclusively in the federal or state courts located in New York, New York.

 

Termination of Account

 

We may terminate your account for the Services at any time and for any reason upon notice to you. In addition, Verizon may terminate your account without prior notice 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 these Terms or any applicable Verizon policy or other agreement between you and Verizon.

 

General

 

These Terms constitute the entire agreement between you and Verizon with respect to the subject matter hereof, and supersede all prior oral or written understandings, communications or agreements. The failure of either party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Each parent and affiliate of Verizon shall be third party beneficiaries to these Terms and shall be entitled to enforce and rely upon any provision of these Terms that confers a benefit on them 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 these Terms 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 your obligations hereunder. If any provision of these Terms is held to be invalid by a court of competent jurisdiction, the other 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.