First Orion Terms of Service

Last Updated: December 15, 2024
Version 3.1

These Terms of Service, along with the Order and any other terms and policies referenced herein, constitute a legally binding agreement as of the Effective Date between First Orion Corp. (herein, “First Orion.” “we,” “us,” or “our”) and the business enterprise creating a Customer Account or otherwise identified as the end user customer in the Order (herein, “Customer,” “you,” or “your”). The Terms (including the Service Specific Terms), the Acceptable Use Policy, the Pass-Through Terms
are available on the First Orion Global Privacy and Legal Dashboard found at https://firstorion.com/firstorion-global-privacy-and-compliance-dashboard/ (the “Legal Dashboard”). First Orion may update the Terms from time to time. Notice of any material updates will be provided to the Administrator at least thirty (30) days in advance of the effective date of the updated Terms; provided, however, it may not be possible to provide thirty (30) days prior written notice of material updates that result from changes in laws, regulations, or requirements from third parties utilized to provide the Services. Updated Terms will be available on the Legal Dashboard and will supersede all prior versions. Customer’s continued use of the Services after the effective date of the updated Terms constitutes acceptance of such updated Terms. Capitalized terms will have the meaning assigned to such terms where defined throughout these Terms. Each of First Orion or Customer is sometimes described in these Terms as a “party” and together, “parties.”

1. Definitions

“Administrator(s)” or “Admin(s)” means the person(s) designated by Customer to be authorized and
responsible for creating and maintaining User IDs, passwords or other security credentials on Customer’s
behalf.

“Affiliate(s)” means any entity that directly or indirectly controls or is controlled by, or is under common
control with, the party specified. For purposes of this definition, “control” means direct or indirect
ownership of more than fifty percent (50%) of the voting interests of the subject entity.
“Branded Calling Data” means data related to your consumption of Branded Calling Services including,
without limitation, Customer’s business name, branded calling volumes and fees, branding content,
telephone numbers used for branding, and key performance indicators to measure and monitor branded
calling activities.

“Branded Calling Services” means the First Orion solutions that allow businesses to deliver enhanced call
information with outbound calls to certain devices as described in the Service Specific Terms.
“Business Certification” or any derivative thereof means the vetting process that the Customer must
satisfy in order to consume any of the Services offered by First Orion other than Business Registration.
See the Service Specific Terms for Business Registration and Business Certification.
“Business Registration” or any derivative thereof means the Service offered by First Orion which allows
Customers that Register to submit the numbers that it owns or has the right to use so that the legitimate
use of those numbers is not tagged by us as scam. See the Service Specific Terms for Business
Registration and Business Certification.

“Customer Data” means content, data, and other information in any format, which is submitted, uploaded,
transmitted or otherwise made available by or for Customer to First Orion in connection with the use of
the Services under these Terms. For Customers using Branded Calling Services, Customer Data includes
Branded Calling Data.

“Customer Portal” means the First Orion portal through which Customer can enter information for First
Orion’s Business Registration and through which Customer can consume other Services offered by First
Orion. The Customer Portal can be accessed at https://portal.firstorion.com.
“Data Protection Laws” means, with respect to a party, all data protection laws, rules, regulations and
orders of governmental authority (including laws, rules, and orders of governmental authorities of the
European Union (“EU”), the European Economic Area (“EEA”) and their Member States, Switzerland,
the United Kingdom (“UK”), the United States of America, and the privacy and data protections laws and
regulations of any other country) to the extent applicable to such party’s processing of Personal Data
under these Terms.

“Distribution Partner” means any third party that provides functionality or capability which allows for the
delivery of calls using the applicable Services.

“Documentation” means First Orion’s documentation, including any instructions, usage guides and
policies related to the operation and use of the Services which may be made available on the Customer
Portal.

“Effective Date” means the earlier of (i) your acceptance of these Terms through the Customer Portal or
(ii) the effective date set forth in an Order.

“Fees” means all amounts payable by Customer to First Orion for the use of the Services, including
ongoing fees and any other fees or charges set out in the applicable Order.

“Order” means the ordering document, agreement, or online order specifying the Services to be provided
by First Orion to Customer, the associated fees and such additional terms and conditions as specified in
the Order and any addenda and supplements thereto. An Order may be completed using an online form or
in-product screens or any other mutually agreed upon offline form.

“Partner” means a partner or distributor authorized by First Orion to refer, distribute or sell the Services to
Customers.

“Pass-Through Terms” means the flow-down provisions required by a Distribution Partner for the
delivery of Services utilizing the Distribution Partner’s functionality or capability.

“Personal Data” means any information relating to an identified or identifiable natural person where an
identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to
an identifier such as a name, an identification number, location data, an online identifier or to one or more
factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that
natural person. Personal Data shall be interpreted consistent with applicable Data Protection Laws and
includes at a minimum “personal information” as defined in those laws.

“Register” or any derivative thereof means the process through which Customer provides First Orion with
information about the Customer in order for First Orion to verify that the Customer (and the numbers that
the Customer can demonstrate to First Orion’s satisfaction that it owns or has the right to use) is a
legitimate business and qualifies for Business Registration. See the Service Specific Terms for Business
Registration and Business Certification.

“Services” means all products and services, including Branded Calling Services, provided by First Orion
or its Affiliates, as applicable, that are set forth in these Terms or an Order, including access to any
application, portal, tool, configuration, plug-in or application programming interface (“API”) made
available by First Orion as part of the Services. The Services include technical support related to the use
of the Customer Portal or APIs, the Customer Portal itself, and the features, functionality, and
connectivity provided through First Orion’s proprietary platform.

“Service Specific Terms” means the terms and conditions specific to the Services purchased by Customer
as set forth in the applicable Order. Service Specific Terms are accessible through the Legal Dashboard or
will be part of an Order. To the extent that the Order includes any Services for which Service Specific
Terms are listed, the relevant Service Specific Terms form part of these Terms and apply to your use and
our provision of the Services.

“Terms” means these Terms of Service, any Order(s) entered into by Customer with First Orion including
any additional terms referenced in the Order(s), and any applicable Service Specific Terms for the
Services being acquired by Customer from First Orion.

“Usage Data” means data and other information relating to the access, use, and performance of the
Customer Portal.

“User” means a person authorized to access the Customer Portal and use the Services on behalf of
Customer who has created a “User Account” on the Customer Portal.

2. Account Creation

1. Administrators. Customer agrees to appoint one or more Administrators who will be
   authorized and responsible for assigning and revoking access privileges for Users. The initial creator of
   the account of the Customer in the Customer Portal (the “Customer Account”) will automatically be
   assigned as an Administrator. The Administrator will have the capability of providing administrative
   privileges identical to that of the Administrator to any User, including the ability to create and maintain
   subsequent User Accounts and assigning and revoking access privileges. If these privileges are granted by
   the Administrator to a User, that User will be considered an Administrator. Customer acknowledges that
   any Administrator shall have the ability to create, monitor, or modify User’s actions and permissions and
   control the use of the Services as permitted by the Customer Portal. Customer also agrees that the
   Administrator shall have the authority on the Customer’s behalf to electronically accept and approve any
   and all agreements and amendments to agreements by and between First Orion and Customer, including
   these Terms. The Administrator(s) appointed for a Customer are, severally and jointly, deemed as the
   authorized representatives of the Customer, and any decision or action made by any Admin is deemed as
   a decision or action of Customer.
2. Users. Any User creating a User Account in the Customer Portal will establish a User ID and
   password (“User Credentials”). Customer is responsible for limiting access to the Customer Portal to its
   authorized users and for maintaining the confidentiality of all User Credentials. Customer will require all
   Users to keep their password strictly confidential and to not share such information with any unauthorized
   person and will notify First Orion immediately of any unauthorized use. First Orion will not be liable for
   any loss or damage arising from unauthorized use of any User Account. Customer is responsible for the
   activities of all of its Users, including Orders they may place and how Users use the Customer Data, even
   if those Users are not from Customer’s organization or domain. Further, Customer acknowledges that any
   action taken by a User of a Customer Account is deemed an authorized action by Customer.
3. Communications with Administrators and Users. By creating the Customer Account and each
   User Account, each Administrator and User consents to receiving communications via email to their
   registered email address, such as (a) notices about Customer’s use of the Services; (b) updates to the
   Services and new features or products; (c) administrative messages and other information; and (d)
   advertising, marketing, and other materials regarding products and services offered by First Orion.
4. Single Sign-On. Should Customer utilize Single Sign-On (SSO), Customer must ensure that
   User Credentials are protected in accordance with all reasonable security standards and safeguards. First
   Orion will take reasonable steps to permit only authorized access to the Customer Portal using the User
   Credentials. Should unauthorized access to the Customer Portal occur through the negligent, willful or
   otherwise unlawful disclosure or use of the User Credentials, Customer shall indemnify First Orion
   against any losses, damage or hacking to First Orion systems caused by such disclosure or use.
5. Developer Portal. In order to consume some or all of the Services, it may be necessary to
   connect your applications, websites, products, services or platforms to the Customer Portal. You may
   access First Orion Preview Materials, Credentials or First Orion Developer Tools (as defined in the
   Developer Portal Terms of Use located on the Legal Dashboard) to do so. In addition to these Terms,
   provisions applicable to your access and use of First Orion Preview Materials, Credentials and
   Developers Tools can be found in the Developer Portal Terms of Use.

3. First Orion Responsibilities

1. Customer Portal License. Subject to these Terms, First Orion grants Customer a limited,
   revocable, non-exclusive, non-transferable (subject to Section 13(b)), non-sublicensable license, from the
   date on which Customer is provided access to the Customer Portal until the earlier of (i) the expiration of
   the Order or (ii) the date on which the Customer Account is terminated, for Users to access and use the
   First Orion Customer Portal in connection with Customer’s internal business purposes.
2. Provision of Services. We will (a) make the Services available to you in accordance with
   these Terms, our Documentation, and any applicable Order; (b) comply with our Security Overview for
   the Services; (c) provide the Services in accordance with laws applicable to our provision of the Services
   to our customers generally (i.e. without regard for your particular use of the Services), subject to your use
   of the Services in accordance with these Terms, the applicable Documentation, and any applicable
   Order(s); (d) process Customer Data in accordance with these Terms and any applicable Service Specific
   Terms; and (e) use trained, qualified personnel in connection with the provision of the Services.
3. Changes. First Orion may, in its sole discretion, make changes to the Customer Portal, any
   Services, APIs, application, system or platform that it deems necessary or useful to (i) maintain or
   enhance (a) the quality or delivery of the Services; (b) the competitive strength of, or market for, the
   Services or APIs; (c) the Customer Portal, an application, a platform or a system’s cost efficiency or
   performance, or (ii) to comply with applicable law. We will use reasonable efforts to let you know at least
   thirty (30) days prior to the implementation of any material changes to the existing Customer Portal,
   Services, APIs, application, system or platform.

4. Customer Responsibilities

1. Customer will: (a) be solely responsible for all use of the Services and Documentation under
   your account, including the quality and integrity of any Customer Data and other information made
   available to us by or for you in order for us to provide the Services under these Terms; (b) use the
   Services only in accordance with these Terms, our Acceptable Use Policy, and the Pass-Through Terms
   (if listed in the Order), the applicable Documentation, any applicable Order(s), and applicable law or
   regulation; (c) do your best to prevent unauthorized access to or use of the Services and notify us
   promptly of any such unauthorized access or use; (d) provide reasonable cooperation regarding
   information requests from law enforcement, regulators, or third parties we utilize to provide the Services;
   and (e) comply with the representations and warranties you make in Section 11 (Representations,
   Warranties, and Disclaimer). Unless you are otherwise authorized in writing by First Orion, you may not
   allow, and may not allow others to (i) transfer, resell, lease, license, or otherwise make available the
   Services to third parties or offer them on a standalone basis; (ii) copy, reproduce, republish, upload, post,
   transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or
   the Customer Portal except as expressly permitted by applicable law; (iii) work around any of the
   technical limitations of the Services or enable functionality that is disabled or prohibited; (iv) decipher,
   decompile, disassemble, reverse engineer or otherwise attempt to derive any code or underlying ideas or
   algorithms of any part of the Services; or (v) perform or attempt to perform any actions that would
   interfere with the normal operation of the Services or affect use of the Services by our other users.
2. If an Order provides that Customer may use the Services as a business process outsourcer
   acting on behalf of its enterprise customers, then Customer represents and warrants that (i) it has obtained
   the right, title, and interest from each enterprise customers to act on its behalf in connection with the
   Services and (ii) Customer has a valid and binding written agreement in place with each enterprise
   customer that provides such right, title, and interest to Customer and requires that each enterprise
   customer comply with all applicable provisions of these Terms. Customer further understands and agrees
   that each enterprise customer is subject to any vetting and approval requirements for the provision of the
   Services.

5. Ownership and Reservation of Rights

As between the parties, First Orion owns and reserves all right, title, and interest in and to the Customer
Portal, the Services, the Documentation, First Orion’s Confidential Information, any data that is derived
from the use of the Services that does not directly or indirectly identify Customers, and any feedback or
suggestions provided by or on behalf of Customer regarding the Services. As between the parties,
Customer owns and reserves all right, title, and interest in and to Customer’s Confidential Information,
and the Customer Data, subject to First Orion’s rights to process Customer Data in accordance with these
Terms.

6. Customer Data and Usage Data

1. Customer grants to First Orion and its Affiliates the right to process Customer Data in a
   manner consistent with these Terms in order to (a) provide the Services; (b) mitigate fraud or other harm
   to customers; and (c) analyze, develop, support, monitor, and improve the Services and the Customer
   Portal. Customers using Branded Calling Services authorize First Orion to disclose Branded Calling Data
   to any applicable Distribution Partner for the purposes of (i) managing call traffic flow, (ii) observing and
   managing branding activity, (iii) Customer vetting, (iv) providing third tier support for the Services as
   needed, (v) permitting First Orion to perform the Services to the Customer and (vi) confirming
   compliance with applicable laws. To the extent that First Orion processes any Personal Data on your
   behalf as a data processor when performing its obligations under these Terms, the Data Processing
   Addendum (located on the Legal Dashboard) shall apply.
2. First Orion will have the right to collect and analyze Usage Data and First Orion will be free
   (during and after the term of the Order) to use Usage Data in de-identified and aggregated form to
   maintain, improve, and enhance First Orion’s products or services. Examples of Usage Data include
   technical logs, metadata, telemetry data, and usage information about Customer Data, such as how many
   times it is accessed. For clarity, Usage Data excludes Customer Data itself.

7. Use and Suspension.

1. We may suspend all or any part of the Services if we, in good faith, determine: (a) that you
   are in breach of any provision of these Terms; (b) that our provision of the Services is prohibited by
   applicable law or regulation; (c) that there is any use of the Services by you that in our judgment threatens
   the security, integrity or availability of the Services; (d) that information in your account is or becomes
   untrue, inaccurate, incomplete or fraudulent; or (e) we reasonably believe that your use of the Services
   may cause material harm to First Orion, the Services, or other entities using the Services including
   Distribution Partners.
2. The Services may also be suspended in their entirety, at an enterprise level, on a business
   level, or on an individual telephone number basis in connection with any request or directive by a
   Distribution Partner. We will notify you immediately in the event suspension is necessary including any
   required corrective actions if applicable.
3. You agree to reasonably cooperate with First Orion in any investigation into any events that
   resulted in a suspension. You will remain responsible for the Fees (as defined below) during any period of
   suspension. However, in the event of a suspension that causes a change in the Services that materially
   effects the fees being charged, Customer and First Orion will meet to discuss any adjustments.

8. Term and Termination

1. Term. Unless earlier terminated as provided in these Terms, the term applicable to the
   Services will be as set forth in the applicable Order. In the event no term is specified, the term shall be
   month to month, and either Customer or First Orion may terminate at any time, effective as of the end of a
   month.
2. Termination For Convenience. Unless otherwise set forth in an applicable Order, either party
   may terminate these Terms for any reason upon thirty (30) days written notice to the other party.
   Notwithstanding the preceding sentence, if there is an Order(s) in effect, Customer may not terminate
   these Terms until such Order(s) has expired or been terminated in accordance with its terms.
3. Termination for Material Breach. First Orion may terminate these Terms (including all
   Order(s)) in the event Customer commits any material breach of these Terms and fails to remedy such
   material breach within thirty (30) days of the date written notice of such material breach is provided. For
   the avoidance of doubt, any breach of our Acceptable Use Policy will be considered a material breach of
   these Terms. Customer may also terminate these Terms (including all Order(s)) in the event First Orion
   commits a material breach of these Terms and fails to remedy such material breach within thirty (30) days
   of the date written notice of such material breach is provided.
4. Additional Termination Right. We may terminate all or a portion of the Services provided
   under an Order to the extent a Distribution Partner precludes or materially modifies our ability to provide
   such Services. We will provide notice of a termination under this section promptly upon becoming aware
   of the circumstances giving rise to the termination right.

9. Fees and Payments

1. Fees. In consideration for the provision of the Services, Customer shall pay the Fees as set
   forth in each Order between Customer and First Orion. Unless indicated otherwise, Fees are (i) stated in
   US dollars and (ii) non-cancelable and non-refundable. Except as set forth in an Order, First Orion
   reserves the right to adjust the Fees by providing written notice to Customer at least sixty (60) days prior
   to the end of the then-current term (and such adjusted Fees will take effect upon the applicable renewal).
2. Taxes. Customer will be responsible for, and agrees to pay, all sales, use, excise, and valueadded taxes, or taxes of a similar nature (excluding personal property taxes and taxes based on First
   Orion’s income which shall be borne by First Orion) imposed by the United States, any state or local
   government or other taxing authority, on the use of the Services or Fees paid by Customer under the
   Order (“Taxes”). Customers exempt from paying certain Taxes must provide necessary exemption
   information or a valid exemption certificate issued by the appropriate authority via e-mail to
   accounting@firstorion.com. Once the exemption request is approved, Customer will be exempt on a
   going-forward basis. If the appropriate authority determines, at any time, that Customer is not exempt
   from paying any Taxes, Customer will promptly pay such Taxes to First Orion, plus any applicable
   interest or penalties. Notwithstanding the foregoing, First Orion may specify Fees for Services which are
   all inclusive of Taxes and in such event the invoice provided to the Customer will state that the invoiced
   Fees are all inclusive of Taxes. If the Customer is not subject to, or exempt from, all or any portion of the
   Taxes, for those Fees which are all inclusive of Taxes, there will be no adjustment to the Fees.
3. Billing. As part of creating a Customer Account or submitting information in connection with
   the use of Services, Customer agrees to provide First Orion with updated, accurate and complete billing
   information, and Customer authorizes First Orion (either directly or through our Affiliates or other third
   parties) to charge, request, and collect payment (or otherwise refund or take any other billing actions)
   from Customer’s payment method or designated banking account and to make any inquiries that First
   Orion (or its Affiliates and/or third-parties acting on its behalf) may consider necessary to validate
   Customer’s designated payment account or financial information to ensure prompt payment, including for
   the purpose of receiving updated payment details from Customer’s credit card company or banking
   account (e.g., updated expiry date or card number as may be provided to us by Customer’s credit card
   company).
4. Payment.
   1. First Orion may specify instances in which the Customer must prepay the Fees for the Services. In addition to being able to pay for such Services by ACH, First Orion also provides for payment through a third-party payment processor to process and collect payments for Services. Customer agrees to provide all information required by the payment processor to facilitate payment and authorizes First Orion, either directly or through the payment provider, to charge Customer for the Fees when due during the term applicable to the Services.
   2. First Orion may also specify instances in which Fees for Services will be billed in arrears, including those based on usage or consumption criteria (e.g., per treated call). In these instances, invoices will be sent on or about the first of each calendar month. Fees for the first and last month may be prorated based on the Effective Date. Pro-rated fees for the first month may be included on the invoice for the following calendar month. All payments are due and payable within thirty (30) days of the invoice date (the “Due Date”). In the event an invoice is not paid by its Due Date, such invoice shall bear simple interest at the lower of the highest rate allowable by applicable law or 1.5% per month. Payments shall be made by check, Automated Clearing House (ACH), or other electronic means reasonably required by First Orion. Client may request that First Orion participate in an alternative payment or invoicing method; however, the Due Date will not be suspended during any time period during which the alternative method is being implemented. In the event Customer fails to pay the Fees in accordance with these Terms (or an applicable Order), First Orion reserves the right to try to collect payment at a later time and/or suspend or cancel the Services, without notice.
5. Payment through Partner. If Customer purchased a Service through a Partner, then to the
   extent there is any conflict between these Terms and the agreement entered between Customer and the
   respective Partner, including any purchase order (“Partner Agreement”), then, as between Customer and
   First Orion, these Terms shall prevail. Any rights granted to Customer and/or any of its Users in such
   Partner Agreement which are not contained in these Terms apply only in connection with the Partner. In
   that case, Customer must seek redress or enforcement of such rights solely with the Partner and not First
   Orion. For clarity, Customer’s and its Users’ access to the Services is subject to the receipt from Partner
   of the payment of the applicable Fees paid by Customer to Partner. Customer hereby acknowledges that at
   any time, at our discretion, the billing of the Fees may be assigned to us, such that Customer shall pay us
   directly the respective Fees. The amounts paid to First Orion by the Partner for Customer’s use of the
   Services will be deemed the amount paid or payable by Customer for purposes of Section 13, Limitation
   of Liability.

10. Confidentiality

1. Confidential Information. Either party (the “Disclosing Party”) may from time to time
   disclose Confidential Information to the other party (the “Recipient”). “Confidential Information” is all
   nonpublic information in any form that is disclosed to either party by or on behalf of the Disclosing Party
   concerning the business, technology, proprietary software, pricing, business plans, forecasts, marketing
   information, trade secrets and/or financial performance and strategies of the Disclosing Party which is
   conveyed to the Recipient orally or in tangible form and is either marked as “confidential” or which, due
   to the circumstances surrounding its disclosure or its nature or sensitivity, should have been understood
   by the Recipient as intended to be treated as confidential.
2. Obligations. Recipient agrees to hold all Confidential Information in confidence and trust and
   will not disclose or disseminate, or permit any employee, agent or other party working under Recipient’s
   direction to disclose or disseminate the existence, source, content or substance of any Confidential
   Information to any other party. Recipient shall use Confidential Information of the Disclosing Party only
   as necessary for the performance of this Agreement. Recipient will employ at least the same methods and
   degree of care, but no less than a reasonable degree of care, to prevent disclosure of the Confidential
   Information as Recipient employs with respect to its own confidential trade secrets and proprietary
   information. Recipient’s employees, independent contractors, and agents will be given access to the
   Confidential Information only on a need-to-know basis and under a duty to maintain the confidentiality of
   the Confidential Information.
3. Exceptions. Confidential Information will not include information that: (i) is now generally
   known or available or which hereafter, through no act or failure to act on the part of Recipient, becomes
   generally known or available; (ii) is rightfully known to Recipient at the time of receiving such
   information; (iii) is furnished to Recipient by a third party without restriction on disclosure and without a
   breach by such third party of any confidentiality undertaking with respect thereto; or (iv) is independently
   developed by Recipient without the use of the Disclosing Party’s Confidential Information. Recipient
   may also disclose Confidential Information if disclosure is required by operation of law or if required by a
   court, tribunal or administrative agency; provided that, unless prohibited by law, the Recipient shall give
   the Disclosing Party as much advance written notice as is reasonably practicable under the circumstances
   so as to permit the Disclosing Party to take commercially reasonable actions at its own expense to prevent
   disclosure.
4. Remedies. Each party acknowledges that monetary damages may not be a sufficient remedy
   for unauthorized disclosure or use of Confidential Information and that each party may seek, without
   waiving any other rights or remedies, such injunctive or equitable relief as may be deemed proper by a
   court of competent jurisdiction. At Disclosing Party’s option, Recipient shall promptly either destroy all
   Confidential Information in tangible form in its possession or return all such copies to Disclosing Party,
   and in either event provide a written certification confirming the same, promptly upon Disclosing Party’s
   written request.

11. Representations, Warranties, and Disclaimers

1. Mutual Representations. Each party represents and warrants that: (a) it is validly existing and
   in good standing under the laws of the place of its establishment or incorporation; and (b) it has full
   corporate power and authority to execute, deliver and perform its obligations under the Terms.
2. Customer Representations. Customer represents and warrants that: (a) Customer is eligible to
   Register and use the Services; (b) any information provided to us in connection with the Customer
   Account and the Services is accurate and complete; (c) Customer will comply with all laws, rules and
   regulations applicable to Customer’s business and its use of the Services (including, without limitation,
   all applicable laws, rules and regulations in any way related to calls you are making (e.g., Telephone
   Communications Protection Act of 1991, Fair Debt Collection Practices Act, Do Not Call Registry,
   Telemarketing Sales Rule and Truth in CallerID); (d) Customer’s employees, contractors and agents will
   at all times act consistently with these Terms; and (e) Customer will not use the Services, directly or
   indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal
   operation of the Services.
3. DISCLAIMER. WITHOUT LIMITING A PARTY’S EXPRESS WARRANTIES AND
   OBLIGATIONS UNDER THESE TERMS, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS
   SECTION 11, THE SERVICES ARE PROVIDED “AS IS,” AND WE MAKE NO WARRANTY OF
   ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND WE
   SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED
   WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE
   THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY
   INSECURE. ACCORDINGLY, YOU AGREE WE ARE NOT LIABLE FOR ANY CHANGES TO,
   INTERCEPTION OF, OR LOSS OF CUSTOMER DATA WHILE IN TRANSIT VIA THE INTERNET
   OR TELECOMMUNICATIONS PROVIDER’S NETWORK.

12. Indemnification

1. Indemnification by Us
   1. Scope of Indemnification. We will defend you from and against any claim, demand, suit,
      or proceeding made or brought against you by a third party alleging that our provision of the Services
      infringes or misappropriates such third party’s intellectual property rights (“Infringement Claim”). We
      will indemnify you from any damages, fines or penalties imposed by a government or regulatory body,
      attorneys’ fees, and costs awarded against you or for settlement amounts approved by us for an
      Infringement Claim.
   2. Infringement Options. If our provision of the Services has become, or in our opinion is
      likely to become, the subject of any Infringement Claim, we may at our option and expense: (a) procure
      the right to continue providing the Services as set forth in these Terms; (b) modify the Services to make
      them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate these Terms,
      or, if applicable, terminate the Services that are the subject of any Infringement Claim, and refund you
      any unused pre-paid Fees.
   3. Limitations. We will have no liability or obligation under this Section 12(a) with respect
      to any Infringement Claim (a) arising out of your use of the Services in breach of these Terms; (b) arising
      out of the combination, operation, or use of the Services with other applications, portions of applications,
      products, or services where the Services would not by themselves be infringing; or (c) arising from
      Services for which there is no charge.
2. Indemnification by You. You will defend us, our officers, directors, employees, and Affiliates
   (collectively, “First Orion Indemnified Parties”) from and against any claim, demand, suit, or proceeding
   made or brought against a First Orion Indemnified Party by a third party alleging or arising out of your
   breach of Section 4 (Customer Responsibilities) (“Customer Indemnifiable Claims”). You will indemnify
   us from any damages, fines or penalties imposed by a government or regulatory body, attorneys’ fees, and
   costs awarded against a First Orion Indemnified Party or for settlement amounts approved by you for a
   Customer Indemnifiable Claim.
3. Conditions of Indemnification. As a condition of the foregoing indemnification obligations:
   (a) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party
   (“Indemnifying Party”) of any Infringement Claim or Customer Indemnifiable Claim (individually and
   collectively referred to as a “Claim”); provided, however, any failure to give such prompt notice will not
   relieve Indemnifying Party of its obligations under this Section 12 except to the extent that Indemnifying
   Party was actually prejudiced by such failure; (b) Indemnifying Party will have the sole and exclusive
   authority to defend or settle any Claim; and (c) Indemnified Party will reasonably cooperate with
   Indemnifying Party in connection with Indemnifying Party’s activities under this Section 12 at
   Indemnifying Party’s expense. Indemnified Party reserves the right, at its own expense, to participate in
   the defense of any Claim. Notwithstanding anything to the contrary in this Section 12, Indemnifying Party
   will not settle any Claims for which it has an obligation to indemnify pursuant to this Section 12
   admitting liability or fault on behalf of Indemnified Party, nor create any obligation on behalf of
   Indemnified Party, without Indemnified Party’s prior written consent which will not be unreasonably
   withheld, conditioned, or delayed.
4. Exclusive Remedy. This Section 12 states Indemnifying Party’s sole liability to, and
   Indemnified Party’s exclusive remedy against, the other party for any third-party claims.

13. Limitation of Liability

1. LIMITATION ON INDIRECT, CONSEQUENTIAL, AND RELATED DAMAGES. IN NO
   EVENT WLL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO
   THESE TERMS FOR ANY LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, OR
   INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, LOST DATA, BUSINESS
   INTERRUPTION, OR PUNITVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR
   TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN
   ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S REMEDY
   OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT
   APPLY TO THE EXTENT PROHIBITED BY LAW.
2. LIMITATION OF LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF
   EITHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNTS
   PAID OR PAYABLE BY YOU UNDER THESE TERMS FOR THE SERVICES GIVING RISE TO
   THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST
   INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL
   APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE
   THEORY OF LIABILITY.
3. EXCEPTIONS TO THE LIMITATION OF LIABILITY. NOTWITHSTANDING
   ANYTHING TO THE CONTRARY IN SECTION 13(a) (LIMITATION ON INDIRECT,
   CONSEQUENTIAL, AND RELATED DAMAGES) AND SECTION 13(b) (LIMITATION OF
   LIABILITY), THE LIMITATIONS IN SECTION 13(a) AND SECTION 13(b) DO NOT APPLY TO (a)
   YOUR BREACH OF SECTION 4 (CUSTOMER RESPONSIBILITIES); (b) YOUR BREACH OF
   SECTION 9 (FEES AND PAYMENTS; OR (c) AMOUNTS PAYABLE PURSUANT TO A PARTY’S
   INDEMNIFICATION OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION).
   THE PROVISIONS OF THIS SECTION 13 ALLOCATE THE RISKS PURSUANT TO THESE
   TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS
   SET FORTH IN THIS SECTION 13 IN DETERMINING WHETHER TO ENTER INTO OR
   OTHERWISE ACCEPT THESE TERMS.

14. General

1. No Waiver and Order of Preference. No failure or delay by either party in exercising any
   right or enforcing any provision under these Terms will constitute a waiver of that right or any provision.
   Any waiver must be in writing and signed by the party against whom such waiver is asserted to be legally
   binding. Titles and headings of sections of these Terms are for convenience only and will not affect the
   construction of any provision of these Terms. In the event of any conflict or inconsistency among the
   following documents, the order of precedence will be (1) the applicable Order, (2) any applicable Service
   Specific Terms, (3) these Terms, (4) our Acceptable Use Policy, (5) any other terms incorporated by
   reference herein, and (6) the applicable Documentation.
2. Assignment. You will not assign, delegate, or otherwise transfer these Terms or any
   applicable Order(s), in whole or in part, without our prior written consent. Any attempt by you to assign,
   delegate, or transfer these Terms or any applicable Order(s) without our consent will be null and void. We
   may assign, delegate, or otherwise transfer these Terms or any applicable Order(s) in whole or in part,
   without your consent. Subject to this Section, these Terms and any applicable Order(s) will be binding on
   each party and each party’s successors and assigns.
3. Relationship. The relationship of the parties is that of independent contractors. Nothing in
   these Terms is intended to create or will be construed as creating an employer-employee relationship or a
   partnership, agency, joint venture, or franchise. Each party will be solely responsible for its respective
   employees and agents and all related costs and expenses. Each party will also be solely responsible for
   any and all claims, liabilities, damages, or defects of any type that may arise on account of each of its
   respective activities, or those of its respective employees and agents, in the performance of these Terms.
   Neither party has the authority to commit the other party in any way and will not attempt to do so or
   imply that it has the right to do so.
4. Severability. If any provision of these Terms is held by a court or other tribunal of competent
   jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent
   necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and
   effect.
5. Notices and Consent to Electronic Delivery. Notices to us under these Terms will be provided
   via email to legal@firstorion.com. You agree that we can provide Notices regarding the Services to you
   through our website, through your Customer Account, or by mailing Notices to the email or physical
   addresses identified in your account. Notices may include notifications about your account, changes to the
   Services, or other information we are required to provide to you. You also agree that electronic delivery
   of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a
   Notice to have been received by you within 24 hours of the time a Notice is either posted to the Customer
   Portal or our website or emailed to you.
6. Force Majeure. No failure, delay, or default in performance of any obligation of a party will
   constitute an event of default or breach of these Terms to the extent that such failure to perform, delay, or
   default arises out of a cause, existing or future, that is beyond the control and without negligence of such
   party, including action or inaction of governmental, civil, or military authority, fire, strike, lockout, or
   other labor dispute, flood, terrorist act, war, riot, theft, earthquake or other natural disaster. The party
   affected by such cause will take all reasonable actions to minimize the consequences of such cause.
7. Dispute Resolution. In the event of a disputed claim or controversy arising out of or in
   connection with these Terms or the breach, termination, enforcement, interpretation, or validity thereof
   other than for disputes, claims, or controversies related to the intellectual property of a party (“Dispute”),
   each party’s senior representatives will engage in good faith negotiations with the other party’s senior
   representatives to amicably resolve a Dispute. If parties are unable to resolve a Dispute within thirty (30)
   days after the first request to engage in good faith negotiations or within such other time period as the
   parties may agree to in writing, then either party may commence binding arbitration under Section 14(h).
8. Arbitration
   1. Binding Arbitration. In the event that there is a dispute, claim or controversy arising out
      of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or
      validity of any provision of these Terms, and the determination of the scope or applicability of your
      agreement to arbitrate any dispute, claim or controversy originating from these Terms, but specifically
      excluding any dispute principally related to either party’s intellectual property (which such dispute will be
      resolved in litigation before the United States District Court for the Eastern District of Arkansas), will be
      determined by arbitration in Little Rock, Arkansas before a single arbitrator. The arbitration will be
      administered by the American Arbitration Association under its Commercial Arbitration Rules. The
      arbitrator will apply the substantive law of the State of Arkansas, exclusive of its conflict or choice of law
      rules. The parties acknowledge that these Terms evidence a transaction involving interstate commerce.
      Notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal
      Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to these Terms. Either
      party may commence arbitration by providing to the American Arbitration Association and the other party
      to the dispute a written demand for arbitration setting forth the subject of the dispute and the relief
      requested.
   2. Service of Process. Each party hereby irrevocably and unconditionally consents to service
      of process through personal service at their corporate headquarters, registered address, or primary address
      (for individuals or sole proprietors). Nothing in these Terms will affect the right of any party to serve
      process in any other manner permitted by applicable law.
   3. Class Waiver. To the fullest extent permitted by law, each of the parties agrees that any
      dispute arising out of or in connection with these Terms, whether in arbitration or in court, will be
      conducted only on an individual basis and not in a class, consolidated or representative action. If for any
      reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and
      irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or
      relating to these Terms or any of the transactions contemplated between the parties.
   4. Provision of an Award. Subject to the limitations of liability identified in Section 13 of
      these Terms, the appointed arbitrators may award monetary damages and any other remedies allowed by
      the laws of the State of Arkansas. In making a determination, the arbitrator will not have the authority to
      modify any term or provision of these Terms. The arbitrator will deliver a reasoned written decision with
      respect to the dispute (the “Award”) to each party, who will promptly act in accordance with the Award.
      Any Award (including interim or final remedies) may be confirmed in or enforced by a state or federal
      court located in Little Rock, Arkansas. The decision of the arbitrator will be final and binding on the
      parties and will not be subject to appeal or review.
   5. Arbitration Fees. Each party will advance one-half of the fees and expenses of the
      arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of
      the arbitration facility. In any arbitration arising out of or related to these Terms, the arbitrator will award
      to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in
      connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of
      costs and legal fees awards will be offset.
   6. Confidentiality. The parties will maintain the confidential nature of the arbitration
      proceeding, the hearing and the Award, except (i) as may be necessary to prepare for or conduct the
      arbitration hearing on the merits, (ii) in connection with a court application as contemplated above for a
      preliminary remedy, or confirmation of an Award or its enforcement, (iii) our disclosure of the Award in
      confidential settlement negotiations, or (iv) as otherwise required by applicable laws. The parties,
      witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than
      witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as
      required by applicable law or except if such evidence was obtained from the public domain or was
      otherwise obtained independently from the arbitration.
   7. Conflict of Rules. If any provision of this agreement to arbitrate is held invalid or
      unenforceable, it will be held to the minimum extent required by law and all the other provisions will
      remain valid and enforceable.
9. Governing Law and Venue. Unless unenforceable under applicable law, these Terms will be
   governed by and interpreted in accordance with the laws of Delaware without regard to conflicts of laws
   and principles that would cause the laws of another jurisdiction to apply. These Terms will not be
   governed by the United Nations Convention on Contracts for the International Sale of Goods. Any legal
   suit, action, or proceeding arising out of or related to these Terms or the Services will be instituted in the
   courts of Pulaski County, Arkansas, and each party consents to the personal jurisdiction of these courts.
10. Entire Agreement. Except as provided in these Terms and any exhibits or attachments,
    applicable Order(s), or other terms incorporated by reference into these Terms, these Terms supersede all
    prior and contemporaneous proposals, statements, sales materials, presentations, or agreements, oral and
    written. No oral or written information or advice given by us, our agents, or our employees will create a
    warranty or in any way increase the scope of the warranties or obligations under these Terms. Any term
    or condition stated in your vendor registration form or registration portal or in any purchase order
    document or similar document provided by you will be construed solely as evidence of your internal
    business processes, and the terms and conditions contained thereon will be null and void and have no
    effect with regard to these Terms between the parties and be non-binding against us even if accepted or
    signed by us after the date your accept these Terms.