First Orion Global Privacy and Legal Dashboard

First Orion HR Privacy Notice - Global

First Orion Corp.(“First Orion,” “we,” “us,” or “our”) is committed to protecting the privacy and security of Personal Data of its employees, contractors, and job applicants (“you,” “your,” or “employee(s)”). This HR Privacy Notice (the “Notice”) outline show we collect, use, disclose, retain, and protect personal information in the course of managing HR activities.  

First Orion is the data controller for the processing of your Personal Data as described in thisNotice.

If  you have any questions regarding this Notice, please contact the HR  department or the Data Protection Officer in your country at privacy@firstorion.com.

1.             What is covered by this Notice

This Notice applies to the Processing of yourPersonal Data in the context of your recruitment and/or employment with FirstOrion. “Personal Data” is any information relating to you as an identified oridentifiable individual and “Processing” is any operation (or set thereof)which is performed on that Personal Data.

Within the category ofPersonal Data, are “special categories of personal data”, which require agreater degree of protection whilst Processing. This includes data on physicaland mental health, racial or ethnic origin, political opinions, trade union membership,religious beliefs, sexual life and genetic and biometric data.

2.             Personal Data that First OrionProcesses about Employees

First Orion may collect the followingcategories of Personal Data, either directly from Employees, or from othersources including benefits providers, background check agencies, and thirdparties such as past employers:

a.             Identification data: name, dateof birth, social security number, national insurance number, passport number,driver’s license number, employee ID, or other national ID as permitted by law

                                                           i.        TEST TEST TEST

b.             Contact information: physicaladdress, phone number(s), email, and emergency contact information.

c.             Demographic information: placeof birth, nationality, gender, marital/ civil status, language, andcitizenship/visa information.

d.             Recruitment information: yourapplication form, CV, references, educational and professional qualifications,previous employers, rehiring information, promotion information, interviewnotes, and position changes.

e.             Information about an employee’s roles,responsibilities and job performance, including your employmentcontract (and all modifications); information about previous and current dutiesand responsibilities; hire date; employee identification number; attendance;department; supervisor; employing entity; performance evaluation and assessments;and history of professional development (including any certifications,professional licenses and specialized training).

f.              Information about an employee’s compensation,reimbursement, and taxes, including salary, bonuses and additional allowances,benefits, details of bank account and pay slips, information on business traveland expenses, vacation claims and paid time off, full-time and part-timearrangements; marital status; information about parental leave (if applicable),promotions, and tax number and code.

g.             Information on the use of the company equipmentand IT systems, including CCTV footage, security access control systemsinformation, information on use of IT systems, and biometric information forverification purposes.  

h.             If there is a change in your information (e.g.,contact details, family details, identity information, bank account informationor tax number and code), it is important that you let the HR department in yourcountry know as soon as possible so our records can be updated.

3.             How long we store your Personal Data

We keep your data as long as necessary tofulfil the purposes described in this Notice, including for the purposes ofsatisfying any legal, accounting, or reporting requirements or in the terms ofany agreement between you and First Orion (including your employment contract,if any), or for so long as we are required to do so by law or in order tocomply with a legal obligation.  

4.             Purpose and Legal Basis for the Data Processing

First Orion Processes Personal Data for thefollowing purposes:

a.             recruitment;

b.             staff administration and HR management,including to plan and administer personnel matters, salary payments and theadministration and granting of benefits, complying with health & safetyregulations, for social security and tax administration and all otherprocessing related to the management of the employee contract;

c.             ensuring the safety and security of ourpremises, operations and systems, including managing admission control,ensuring the security of First Orion’s facilities and networks, managingadmission control, monitoring IT use in accordance with the Employee Handbook,where allowed by applicable law, prevention of fraud and other crime to ensurethe security of premises and information, business continuity and disasterrecovery;

d.             performance review and workforce planning,management of absences, training and professional development, conductdisciplinary and grievance proceedings;

e.             legal and compliance purposes, includingdefending our position in case of a legal dispute, to comply with employmentlaws and preventing illegal working, ensuring compliance with company policiesand requirements imposed by regulatory authorities, and conductinginvestigations into security and compliance concerns in cases of  misconduct;

f.              management of our business, includingundertaking business analytics and workplace planning (administrative andorganizational), invoicing customers, various reporting purposes, internalcommunications, including the intranet, business records, address book, andinternal newsletters, and communication with business partners, vendors andsuppliers, performing due diligence activities as well as the administrationand care of business and contact data; and

g.             staying in touch with you with news abouthappenings at First Orion.    

We Process Personal Data on the basis ofseveral legal justifications:

·     For Contractual Purposes: We haveobligations towards our Employees under the terms of their employment contractsand need to ensure we meet those obligations.

·     For our Legitimate Interests: First Orionhas a legitimate interest in conducting its business and ensuring businesscontinuity, defending its legal position and enforcing its policies.

·     To Fulfill a Legal Obligation: Certainlaws and regulations may require First Orion to Process the Personal Data ofEmployees in order to comply with our legal or regulatory obligations.

First Orion may also Process“special categories of personal data” but only where that Processing isrequired by law (such as trade union membership), where it is in the publicinterest (such as data on race or ethnicity for equal opportunity measures) orwhere you have made that data manifestly available to First Orion. In limitedcircumstances, First Orion may seek your explicit consent to process such data.It is not, however, a condition of your contract that you agree to any suchrequest by us.

Personal Data you provide to us about yourfamily members will be Processed by us for a variety of reasons, including asan emergency contact, the administration of pension and/or retirement plans,insurance programs and schemes, or otherwise as part of your benefits package.It is your responsibility to inform your family about the processing of theirPersonal Data for these purposes and to confirm that they have given theirpermission.

5.             How we share your Personal Data

For the purposes set out in Section 4 above,First Orion may share your Personal Data with other parties, including with ouraffiliates and other entities within our group that are located outside yourcountry of residence.

Other recipients of yourPersonal Data include our service providers who perform services on our behalfsuch as payroll providers, HR service providers, IT companies or serviceproviders, cloud processors, security companies, e-learning platforms, and otherservice providers appointed by First Orion from time to time. Also, we shareyour Personal Data with government entities, always associated with the laborrelation.  

We may also share yourPersonal Data with other parties who provide products or services to us, suchas our pension provider, benefits provider, insurance brokers and banks.  These third parties will also be data controllersof your Personal Data, which will be Processed in accordance with the thirdparty’s privacy policy.

We may also disclose yourPersonal Data to third parties where it is in our legitimate interest to do so,including to a potential buyer or seller of any business or assets, and togovernment/ state related agencies where we are under a duty to disclose orshare your Personal Data in order to comply with a legal obligation.

Your Personal Data may betransferred outside your country of residence, to countries that may not offeran equivalent level of protection. Regardless of where your Personal Data istransferred, we shall ensure that relevant safeguards are in place to affordyour information adequate protection in accordance with applicable legalrequirements. Where data is transferred between First Orion entities, it is onthe basis of the EU Standard Contractual Clauses. Further details regarding therelevant safeguards can be obtained from us on request.

6.             Employees’ Personal Data Rights

Depending on your country of residence, you mayhave the right to:

·     Request access to and receive information aboutthe Personal Data we maintain about you, to update and correct inaccuracies inyour Personal Data, to restrict or to object to the processing of your PersonalData, to have the information anonymized or deleted, as appropriate, or toexercise your right to data portability to easily transfer your Personal Datato another company. In addition, you may also have the right to lodge acomplaint with a supervisory authority, including in your country of residence,place of work or where an incident took place.

·     Withdraw any consent you previously provided tous regarding the processing of your Personal Data, at any time and free ofcharge. We will apply your preferences going forward and this will not affectthe lawfulness of the processing before your consent withdrawal, unless thereis any legal basis that obliges the maintenance of the consent and PersonalData.

Those rights may be limited in some circumstances by local lawrequirements.

You may exercise these rights at any time by contacting us asdescribed at the top of this policy.

·     Other privacy notices addressing specific staterequirements in the US can be found at https://firstorion.com/supplemental-hr-privacy-notice/.

7.             Security

We maintain administrative, technical andphysical safeguards designed to protect the Personal Data you provide or wecollect against accidental, unlawful or unauthorized destruction, loss,alteration, access, disclosure or use.

Highlights of First Orion’s Information Security Policy areavailable at https://firstorion.com/first-orion-security-overview/.  

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Highlights of First Orion’s Security Policy v3.6
July 2025

1.0 Introduction, Scope & Applicability

This document provides a high-level overview of First Orion’s Security Policy and is intended as a vehicle for sharing information regarding our security posture and approach with partners, clients and prospects.

These policies apply to all First Orion employees, contractors, sub-contractors, vendors, and entities employed to perform work or process information on behalf of First Orion that have access to the corporate network of First Orion.

First Orion’s security program follows industry best practices and guidelines established by National Institute of Standards and Technology (NIST) publications. First Orion has also received ISO 27001:2022 certification for its Information Security Management System (ISMS).

2.0 Roles and Responsibilities

All employees and company officers must comply with the Security Policy and report any suspected policy violation.

Our Security Policy describes the roles and responsibilities of the Chief Security Officer, the Chief Privacy Officer, the Chief Legal Officer, the Chief Marketing Officer, the Chief Human Resources Officer, the Chief Technology Officer, and the Chief Information Officer.

3.0 Security and Privacy

Security and privacy are at the core of First Orion’s business, products, and solutions. When developing applications and solutions, First Orion employees, contractors, and vendors must take necessary steps to include security and privacy considerations from inception. This includes techniques to minimize attack surface area, employ appropriate defaults, apply principles of least privilege, defense in depth and design our systems to fail securely.

Our Privacy by Design approach addresses global standards for the collection, use and disclosure of personal information while complying with all legal requirements and best practices related to transparency and choice, access and control, and data minimization. This approach also complies with any applicable trans-border data flow obligations.

First Orion’s product managers, supported by the Chief Privacy Officer and Chief Security Officer, perform Project Risk Impact Assessments (PRIAs). These assessments include impact assessments for privacy (a.k.a. Privacy Impact Assessments or PIAs and Data Protection Impact Assessments or DPIAs), and Security Impact Assessments or SIAs any time there is a product release, change to the product, or change in the law that results in changes to how the product collects, uses, or transfers personal information.

4.0 Cloud Services Management and Computing

Due diligence should be conducted prior to acquisition of cloud services through the vendor PRIA (Project Risk Impact Assessment) process to ensure appropriate security and privacy risks are identified, considered and addressed.

First Orion inherits the security controls pertaining to its cloud providers’ physical, environmental, media protection, and business continuity when operating inside those cloud environments. However, security and compliance are a shared responsibility and can only be achieved when First Orion also takes measures to secure its deployments in cloud-based environments.

Information regarding cloud-based security and compliance can be found in their respective Security and Compliance centers online.

First Orion employees are prohibited from using third-party software as a service, social networks, cloud services or other web applications for official First Orion business, unless authorized to do so.

5.0 Secure Email Communication

First Orion email accounts should be used primarily for First Orion business related purposes. All First Orion data contained within an email message or an attachment must be secured according to the data classifications in the Data Management Policy.

First Orion monitors all messages and utilizes methods to detect phishing, fraud, or malware on the incoming or outgoing messages. However, employees and vendors are still required to screen email and be able, through security awareness training, to discern legitimate communication from potentially hazardous communication.

6.0 Encryption and Hashing

First Orion has designated acceptable hashing algorithms for storing passwords in accordance with the Security Policy.

Acceptable protocols and encryption algorithms are also defined for client to site VPN connectivity, site to site VPN connectivity, and wireless network connectivity.

Data transport is performed using acceptable transport layer security protocols and cypher suites.

7.0 Asset Management

First Orion defines an information asset as any application, system, device, or other component of its environment that supports business critical activities. Information assets include, but are not limited to, data, software, physical and virtual assets that should be protected to ensure confidentiality, integrity, and availability of key information.

An inventory of information assets will be maintained by First Orion with identified owners responsible for classification, security, and proper handling of assets. Classification of assets should be based on criticality. Data stored by the asset should be classified as defined by First Orion’s Data Management Policy.

Prior to disposal and destruction, information assets will first be sanitized, purged, or destroyed according to NIST guidelines.

8.0 Standard Configuration Management, Hardening, and Data Loss & Leak Prevention (DLP)

Configuration of production systems should be managed to include applicable security configurations and baselines.

System or configuration hardening occurs prior to deployment of new systems, applications, or processes, as well as periodically reviewing common system hardening templates.

First Orion may monitor the network, systems, applications, or processes for proper use of data in any state – in motion, at rest, or in use, in accordance with the Security Policy and Data Management Policy.

No computer, digital media storage device, or technology equipment may be repurposed or sold, without going through disposal or digital sanitization processes, which may include physical destruction.

Email, file transfers and portable storage devices will be monitored for data leakage. Steps to prevent data leakage or loss, such as encryption and email quarantining, will be taken.

9.0 Change Management

First Orion maintains a change management policy and process to ensure that security related releases, updates, and patches are installed on all applicable systems in a reasonable time to minimize exposure to known risk factors.

10.0 Vulnerability Management

Vulnerability Management is intended to allow First Orion to (a) identify computer system security weaknesses; (b) prioritize assets; (c) assess, report, and remediate the weaknesses; and (d) verify that they have been eliminated.

First Orion will perform periodic vulnerability assessments of production systems.

First Orion will conduct application penetration testing of all new applications prior to release into production and any applications that under-go major revisions.

First Orion will also conduct static code scanning of all new applications, code, or code changes. Static code vulnerability findings will be resolved prior to application or code release.

Source code shall be treated and classified as proprietary and its use shall be governed according to data classification policy, unless said code has been specifically classified otherwise. The Chief Technology Officer shall maintain coding standards utilized by First Orion. All employees or vendors working on source code must abide by these coding standards.

11.0 Logging and Audit Trails

First Orion maintains an audit trail on all network, security and other electronic devices, servers, and applications where technically feasible or required by law or policy. Audit and security logs are confidential business records and are treated as such. Whenever technically feasible, logs are to be encrypted or hashed at rest and in transit

12.0 Identity, Password, and Access Management

First Orion networks require users to authenticate themselves prior to allowing access using multi factor authentication. All information processing systems and networks that employ passwords are enabled to adhere to a set of minimum controls that include processes for changing the password, enforcing password standards and change requirements. All systems and applications track login and audit information.

13.0 Network & Data Security

Limited Access to Network Services

In deploying the principles of least privilege, First Orion allows only authorized access for users (or processes acting on behalf of users) which are necessary to accomplish assigned tasks. Practices are implemented that establish effective authentication processes applicable to First Orion’s private networks. Furthermore, no mechanisms or facilities may be implemented or utilized that bypass established First Orion network access facilities.

Wireless Network Security

Employees may connect to First Orion wireless networks at work and/or public or private access-points to conduct official business. Any communication data transmitted (web, email, voice, or messaging) is to be encrypted during transport regardless of wireless network encryption protocol or wireless network location.

First Orion designs and operates employee and guest wireless networks in accordance with our wireless network standards.

Bring-Your-Own-Device (BYOD) and Internet of Things (IoT)

Personal computer, mobile, BYOD or IoT devices not owned and managed by First Orion are not allowed on First Orion corporate network. Employee-owned personal devices, such as mobile cellphones, tablets or laptop computers are allowed on the First Orion guest wireless network but must run manufacturer supported and actively patched operating systems.

14.0 Anti-Malware Protection

All employees, service providers, vendors, and subcontractors are required to have anti-malware protection on their computing devices of sufficient functional effectiveness and currency to provide protection to First Orion.

15.0 Physical Security

First Orion employees are responsible for the safety of the electronic equipment assigned to them. Workstations, laptops, tablets, and phones are secured according to the Security Policy. Certain designated software or hardware is not allowed on the First Orion network, workstations, servers, or mobile devices.

Employees must ensure that any Restricted or Confidential information in hardcopy or electronic form is secure in their work area and is locked up when the workspace is unoccupied.

Printouts containing information classified other than Public should be immediately removed from the printer. All documents destined for disposal should be placed in the locked confidential disposal bins. Whiteboards containing Restricted and/or Sensitive information should be erased.

Doors that require badged access shall not be kept open at any time. Employees must badge in at any time they cross through a controlled access point. Badge surfing or trailing behind authorized employees who badged through a door is not allowed.

All non-First Orion employees accessing First Orion property shall be considered visitors. The First Orion employee hosting the visitor shall notify reception/front desk when a visitor is scheduled to be at a First Orion site. All visitors must register with reception. Visitors must provide a valid, non-expired, government issued identification, such as driver’s license or passport. Visitors will be escorted at all times while remaining within First Orion facilities, excluding designated restrooms and areas designated for visitors.

16.0 Backup & Disaster Recovery

First Orion solutions shall be documented, and the documentation, configuration files, and programs required for the solution must be backed up to allow for disaster recovery or rapid redeployment. Documentation and deployment plans are updated annually or at any time a new version of deployment is released.

Whenever possible, hosted systems or applications shall be distributed across multiple availability zones and/or regions to allow continuous business processing without a centralized point of failure. Systems or applications that are not distributed across multiple regions or availability zones or are incapable of fault tolerance (example: losing a region or processing center) shall have a documented business continuity plan, and an assigned team performing annual business continuity testing.

In the event of a disaster, the applicable emergency response team will restore services and coordinate communication with the affected stakeholders.

17.0 Incident Management & Response

First Orion maintains various incident response teams. These teams consist of First Orion employees, vendors, and contractors tasked with investigating, containing, and managing incidents.

The Chief Security Officer is responsible for coordinating the investigation and leading the Incident Response Team, notifying, and keeping executive leadership apprised of the status of the incident, and notifying, as required by law, the appropriate authorities.

The Chief Security Officer, in conjunction with the Chief Privacy Officer, the Chief Legal Officer, and public relations team will coordinate disclosure and make necessary announcements.

18.0 Vendor Selection and Management

All vendors, contractors, subcontractors, entities, companies, or individuals hired to process data, do work on behalf of First Orion, or access First Orion’s data, network or facilities are subject to screening – which may exceed screening usually performed on First Orion’s own new hires.

Vendor review and selection will be based on the risk impact assessment process. This process must be completed and approved prior to deployment of a vendor solution, including the use of AI (Artificial Intelligence) tools.

Vendors, contractors, and subcontractors must comply with First Orion’s Security Policy and maintain their own security policy that matches or exceeds First Orion’s Security Policy relative to the work performed.

19.0 Security Awareness, Training & Communication

The Chief Security Officer will conduct annual security and compliance awareness training in coordination with human resources. Employees are required to review and acknowledge they have read the latest security policy and security standards at the time of hire, and yearly thereafter for the duration of their employment.

The Chief Security Officer and/or executive management will communicate the Security Policy and any policy changes to employees and applicable contractors as needed to support the ISMS program. External communication with customers or vendors for necessary security policy changes will also be the responsibility of the CISO through Security Policy Highlights.

20.0 Compliance and Exceptions

Failure to comply with the Security Policy and associated policies, standards, guidelines, and procedures may result in disciplinary actions up to and including termination of employment or contracts.

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) and the Acceptable Use Policy are available on the First Orion Global Privacy and Legal Dashboard found at firstorion.com/legal (the “Legal Dashboard”). The Pass-Through Terms are applicable to our Branded Calling Services and can be found at firstorion.com/legal#pass-through-terms. 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.

“Agent” means an agent or representative which Customer authorizes in writing to act on the Customer’s behalf in connection with these Terms, including, without limitation, any Order, the Customer Portal or the Services.

“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 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 assign and revoke 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 or text message to their registered email address or phone number, 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. You may unsubscribe from receiving marketing emails by clicking ‘unsubscribe’ at any time, and you may reply STOP to stop receiving text messages. For help you may reply HELP, call 501-358-4061, or email support@firstorion.com. Message frequency varies, and message and data rates may apply.
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 attributable to Customer, 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, 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) comply with applicable law or Distribution Partner requirements. 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. Agents. Customer may, from time to time, appoint one or more Agents. Any such appointment shall not relieve Customer of its obligations under these Terms. Customer represents and warrants that any Agent acting on its behalf is duly authorized to do so and shall act in accordance with the terms and conditions of these Terms. Customer shall be fully responsible and liable for all acts, omissions, representations, and conduct of its Agents as if such acts or omissions were those of Customer itself. Without limiting the foregoing, Customer remains solely responsible for compliance with these Terms and for any breach of these Terms caused by an Agent. First Orion shall have no obligation to monitor or supervise the activities of any Agent and may rely on the authority of any Agent reasonably believed to be acting on behalf of the Customer.
3. 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, during the term of any Order, 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.

1. 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 value-added 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 pro-rated 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.

1. 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 NON-INFRINGEMENT 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, your officers, directors, employees, and Affiliates (collectively, “Customer Indemnified Parties”) from and against (i) any claim, demand, suit, or proceeding made or brought against a Customer Indemnified Party 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 a Customer Indemnified Party 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); (c) A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER THESE TERMS; (d) A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE; OR (e) 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.
   8. 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.
9. 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.

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 UK Limited (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 Data Processing Addendum, the Acceptable Use Policy, and the Pass-Through Terms are available on the First Orion Global Privacy and Legal Dashboard found at https://firstorion.com/first-orion-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 use 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.

“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-eu.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 or agreement 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.

“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.

“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, collectively, these Terms of Service, the Data Processing Addendum if applicable, 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 will 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 Administrator is deemed a decision or action by 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. Developer Portal. In order to access or use certain 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 Terms 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 Developer Tools can be found in the Developer Terms.

3. Business Vetting

1. Registration. To use any of the Services offered by First Orion, Customers must satisfy our vetting process by registering in the Customer Portal. The vetting process is designed to ensure that you are operating, and will continue to operate, ethically when utilizing our Services. As part of the registration process, you must provide us with information regarding Customer’s business (business name, physical address, phone number, URL, DUNS number, company registration number, and industry code), contact information (name, email address, and phone number), the business phone numbers being used, the call purpose, the call category applicable to the calls you are making, and such other information as we may reasonably require. We may also review supplemental data sources in addition to the information submitted. You must provide true, accurate, current, and complete information about the Customer(s) as requested during registration, and you must keep the information true, accurate, current, and complete after registration for as long as you utilize the Services. Once you have been approved, we will share the data collected by us on you with our Distribution Partners so that they are able to accept or reject a request for you to access their Distribution according to their requirements. If Customer breaches these Terms, including, without limitation, all payment obligations, Customer will be strictly prohibited from registering new businesses until the breach has been remedied in full. We may accept or reject your registration in our sole discretion.
2. Continued Right to Use Phone Numbers. You acknowledge the need for initial and ongoing accuracy with respect to the business registration information provided, including your ownership or right to use the calling party number(s) submitted for use with the Services, and you represent and warrant that you are the owner or otherwise have the right to use the numbers that you are calling from (also referenced as the calling party or A number(s)) as submitted for registration with First Orion and use with the Services. Further, you will promptly advise First Orion in writing when you no longer own or have the right to use any such A number (which may include removal of the A number(s) from registration with First Orion).

4. 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 14(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 Policy overview in connection with the provision of 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 the 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.

5. Customer Responsibilities

1. Customer will: (a) be solely responsible for all use of the Services and Documentation under the Customer 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) use best efforts 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 12 (Representations, Warranties, and Disclaimers). Unless you are otherwise authorized in writing by First Orion in an Order, you may not, 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 the 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 customer 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

6. 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

7. Customer Data and Usage Data

1. Customer grants to First Orion and its Affiliates the right to process Customer Data in accordance with all Data Protection Laws and 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.

8. 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

9. 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 the 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.

10. 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. All amounts payable by Customer are exclusive of VAT and any other applicable taxes, duties, or levies, which will be payable by Customer in addition to the Fees due. First Orion will include any applicable VAT on its invoices and will provide valid VAT invoices where required by law. Customer will not be responsible for any taxes based on First Orion’s income, profits, or payroll. 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 that 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 its Affiliates or other third-parties acting on its behalf) 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.
4. Payment. First Orion will invoice Customer on a monthly basis in arrears. Invoices will be sent on the first of each calendar month. Fees for the first and last month may be pro-rated 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. If an invoice is unpaid more than thirty (30) days after the Due Date, First Orion may suspend performance under these Terms by providing Customer with at least five (5) days’ prior notice. Payments shall be made by check, ACH, or other electronic means reasonably required by First Orion. Customer 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. As mutually agreed by First Orion and Customer, First Orion may delegate or assign invoicing, billing, and collections for the Services to a third party selected by First Orion, including a third party providing other services for Customer.
5. Payment through Partner. If Customer purchases Services 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 will 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 14, Limitation of Liability.

11. 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 these Terms. 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.

12. 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 First Orion 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 made by Customer; (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 12, 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 NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE THAT 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.

13. 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 13(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 5 (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 13 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 13 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 13, Indemnifying Party will not settle any Claims for which it has an obligation to indemnify pursuant to this Section 13 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 13 states Indemnifying Party’s sole liability to, and Indemnified Party’s exclusive remedy against, the other party for any third-party claims.

14. Limitation of Liability

1. TO THE EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES PROVIDED HEREUNDER WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE GREATER OF (i) $100,000 USD AND (ii) THE FEES PAID BY CUSTOMER TO FIRST ORION UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT OR EVENTS THAT GAVE RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS HEREIN.
2. TO THE EXTENT PERMITTED BY LAW, NEITHER CUSTOMER NOR FIRST ORION SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOST PROFITS (WHETHER DIRECT OR INDIRECT) OR LOSS OF USE OR DATA, COVER, SUBSTITUTE GOODS OR SERVICES, OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGE TO BUSINESS, REPUTATION, OR GOODWILL), OR INDIRECT DAMAGES OF ANY TYPE HOWEVER CAUSED, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH DAMAGES WERE FORESEEABLE. THE FOREGOING EXCLUSIONS SHALL NOT APPLY TO PAYMENTS TO A THIRD PARTY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS HEREIN.
3. NOTHING HEREIN SHALL BE INTENDED TO LIMIT A PARTY’S LIABILITY IN AN ACTION IN TORT (SEPARATE AND DISTINCT FROM A CAUSE OF ACTION FOR BREACH OF THESE TERMS) FOR THE PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

THE PROVISIONS OF THIS SECTION 14 ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH IN THIS SECTION 14 IN DETERMINING WHETHER TO ENTER INTO OR OTHERWISE ACCEPT THESE TERMS.

15. 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. Governing Law Unless unenforceable under applicable law, these Terms will be governed by and interpreted in accordance with the laws of England and Wales. The Parties agree that the courts of London, England will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).
8. 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.

The products and services (the “Services”) provided by First Orion Corp. and its affiliates (“First Orion”) to any party (“Customer”) are subject to this Acceptable Use Policy (“AUP”).

In the event First Orion determines, in its reasonable, but sole, discretion, that a Customer violates this AUP, First Orion may suspend or terminate that Customer’s use of all or any part of the Services. This AUP may be updated by First Orion from time to time upon reasonable notice, which may be provided to Customer at the contact information provided by Customer to First Orion or by posting an updated version of this AUP at firstorion.com/acceptable-use-policy/

1. Unacceptable Uses

The Services may not be used:

1. to transmit or store any content or communications (commercial or otherwise) that is illegal, harmful, unwanted, inappropriate, objectionable, confirmed to be criminal misinformation, or otherwise poses a threat to the public.
2. to engage in or encourage any activity that is illegal, fraudulent, misleading, deceptive (or likely to mislead or deceive), harmful, violates others’ rights, or harmful to the business operations or reputation of First Orion.
3. to engage in any unlawful activities, including without limitation, unlawful unsolicited advertising or marketing, and any other activities that violate laws applicable to advertising, electronic communications, and telemarketing, including, but not limited to, the Telephone Consumer Protection Act, 47 U.S.C. § 227, and implementing regulations, 47 C.F.R. §§ 64.1200 et seq.
4. to attempt to mislead others as to the identity of the origin of a phone call, including failing to comply with the Truth in Caller ID Act, 47 U.S.C. § 227, and implementing regulations, 47 C.F.R. §§ 64.600-1605.
5. in any way which violates laws, regulations, governmental orders, or industry standards or guidance in any applicable jurisdiction (collectively, “Applicable Laws”).
6. to interfere with or otherwise negatively impact any aspect of the Services or any third-party products, services, networks, or platforms that are connected to the Services.
7. to create a false, fraudulent, deceptive, or inaccurate identity or to attempt to mislead others as to the identity of the sender of any communications or content.
8. to store, upload, download, submit, transmit, distribute, or facilitate the distribution of, any information that contains “inappropriate content,” including, but not limited to, content that:
   1. may be considered libelous, slanderous, defamatory, threatening, sexually explicit, vulgar, profane, obscene, offensive, abusive, malicious, or otherwise harmful to any person or entity, constitutes or promotes “hate speech,” or is otherwise discriminatory based on race, sex, creed, religion, nationality, disability, sexual orientation, language, or age.
   2. contains fraudulent offers for products or services, or any advertising or promotional materials that contain deceptive, false, or misleading statements, representations, or claims, or false or inaccurate data.
   3. contains or transmits viruses, Trojan horses, worms or any other malicious, harmful, or deleterious programs, or similar destructive programming routines.
   4. promotes, markets, or otherwise facilitates the distribution, use or cultivation of illegal substances or relates to illegal activities or terrorism.
   5. infringes on, misappropriates, dilutes, or violates any intellectual property rights or other rights of third parties, including but not limited to trademark, copyright, patent, trade secrets, rights of publicity, and rights of privacy.
   6. constitutes or relates to adult, pornographic, sexually explicit, obscene activity or regarding pregnancy protection, STDs, or the treatment of STDs.
   7. comprises or promotes alcohol, firearms, or tobacco content, except where appropriate age-gating functionality has been implemented and such content is otherwise legal in the applicable jurisdiction.
   8. promotes illegal or risky behavior.
   9. targets children under the age of 18.
   10. disparages any Distribution Partner or any of its affiliates; or
   11. violates any applicable industry standards, policies or guidelines, including those published by the Cellular Telecommunications Industry Association (CTIA) or Mobile Marketing Association.

2. Excluded Content

Content that includes the following categories of data shall not be delivered to First Orion for use with the Services unless Customer has entered into an agreement with First Orion specifically relating to the delivery of such content:

1. Cardholder Data as such term is described in the Payment Card Industry (PCI) Data Security Standard glossary, as amended from time to time.
2. Nonpublic Personal Information as such term is defined by Title V of the GrammLeach-Bliley Act as codified at 15 U.S.C. Section 6801, et seq. as amended, and the regulations promulgated pursuant thereto.
3. Protected Health Information as such term is defined in Section 160.103 of the Health Insurance Portability and Accountability Act of 1996 as codified at 45 C.F.R. Subtitle A, Subchapter C, Part 160 et seq. as amended.

3. Other Prohibitions

In addition, a Customer may not engage in any of the following activities which violate or degrade the integrity of the Services:

1. Attempting to bypass, exploit, defeat, or disable limitations or restrictions placed on the Services.
2. Finding security vulnerabilities to exploit the Services or attempting to bypass any security mechanism or filtering capabilities.
3. Any denial of service (DoS) attack on the Services or any other conduct that
   attempts to disrupt, disable, or overload the Services.
4. Transmitting code, files, scripts, agents, or programs intended to do harm, including viruses or malware, or using automated means, such as bots, to gain access to or use the Services.
5. Attempting to gain unauthorized access to the Services.
6. Reverse engineering, copying, disassembling, or decompiling the Services.

Customer agrees to promptly report any violation of this AUP to First Orion to privacy@firstorion.com. Customer will cooperate with First Orion in the investigation and/or remedy that violation.

The products and services (the “Services”) provided by First Orion UK Ltd. and its affiliates (“First Orion”) to any party using the Services (“Customer”) are subject to this Acceptable Use Policy (“AUP”).

In the event First Orion determines, in its reasonable, but sole, discretion, that a Customer violates this AUP, First Orion may suspend or terminate that Customer’s use of all or any part of the Services. This AUP may be updated by First Orion from time to time upon reasonable notice, which may be provided to Customer at the contact information provided by Customer to First Orion or via the Customer Portal.

1. Unacceptable Uses

The Services may not be used:

1. to transmit or store any content or communications (commercial or otherwise) that is illegal, harmful, unwanted, inappropriate, objectionable, confirmed to be criminal misinformation, or otherwise poses a threat to the public.
2. to engage in or encourage any activity that is illegal, abusive, false, fraudulent, misleading, deceptive (or likely to mislead or deceive), harmful, violates others’ rights, or harmful to the business operations or reputation of First Orion.
3. to engage in any unlawful activities, including without limitation, unlawful unsolicited advertising or marketing, and any other activities that violate laws applicable to advertising, electronic communications, and telemarketing.
4. to attempt to mislead others as to the identity of the origin of a phone call.
5. in any way which violates laws, regulations, governmental orders, or industry standards or guidance in any applicable jurisdiction.
6. to interfere with or otherwise negatively impact any aspect of the Services or any third-party products, services, networks, or platforms that are connected to the Services.
7. to create a false, fraudulent, deceptive, or inaccurate identity or to attempt to mislead others as to the identity of the sender of any communications or content.
8. to store, upload, download, submit, transmit, distribute, or facilitate the distribution of, any information that contains “inappropriate content,” including, but not limited to, content that:
   • may be considered libelous, slanderous, defamatory, threatening, sexually explicit, vulgar, profane, obscene, offensive, abusive, malicious, or otherwise harmful to any person or entity, constitutes or promotes “hate speech,” or is otherwise discriminatory based on race, sex, creed, religion, nationality, disability, sexual orientation, language, or age.
   • contains fraudulent offers for products or services, or any advertising or promotional materials that contain deceptive, false, or misleading statements, representations, or claims, or false or inaccurate data.
   • contains or transmits viruses, Trojan horses, worms or any other malicious, harmful, or deleterious programs, or similar destructive programming routines.
   • promotes, markets, or otherwise facilitates the distribution, use or cultivation of illegal substances or relates to illegal activities or terrorism.
   • infringes on, misappropriates, dilutes, or violates any intellectual property rights or other rights of third parties, including but not limited to trademark, copyright, patent, trade secrets, rights of publicity, and rights of privacy.
   • constitutes or relates to adult, pornographic, sexually explicit, obscene activity or regarding pregnancy protection, STDs, or the treatment of STDs.
   • comprises or promotes alcohol, firearms, or tobacco content, except where appropriate age-gating functionality has been implemented and such content is otherwise legal in the applicable jurisdiction.
   • promotes illegal or risky behavior.
   • targets children under the age of 18.
   • disparages any Distribution Partner.

2. Excluded Content

Content that includes the following categories of data shall not be delivered to First Orion for use with the Services unless Customer has entered into an agreement with First Orion specifically relating to the delivery of such content

1. Cardholder Data as such term is described in the Payment Card Industry (PCI) Data Security Standard glossary, as amended from time to time.
2. Nonpublic Personal Information/Personal Data as defined by applicable data protection laws.

3. Other Prohibitions

In addition, a Customer may not engage in any of the following activities which violate or degrade the integrity of the Services:

1. Attempting to bypass, exploit, defeat, or disable limitations or restrictions placed on the Services.
2. Finding security vulnerabilities to exploit the Services or attempting to bypass any security mechanism or filtering capabilities.
3. Any denial of service (DoS) attack on the Services or any other conduct that attempts to disrupt, disable, or overload the Services
4. Transmitting code, files, scripts, agents, or programs intended to do harm, including viruses or malware, or using automated means, such as bots, to gain access to or use the Services.
5. Attempting to gain unauthorized access to the Services.
6. Reverse engineering, copying, disassembling, or decompiling the Services.

Customer agrees to promptly report any violation of this AUP to First Orion to privacy@firstorion.com. Customer will cooperate with First Orion in the investigation and/or remedy that violation.

These Website Terms of Use (“Terms of Use”) apply to the First Orion website located at firstorion.com/ and constitute a legal agreement between you (“you,” or “your”) and First Orion Corp. (“First Orion,” or “we,” or “our” or “us”). First Orion’s privacy policies, located at firstorion.com on the Global Policy and Legal Dashboard and under Your Privacy Choices (collectively, the “Privacy Policy”), apply to the use of this website and are made a part of these Terms of Use by this reference. The Terms of Use and the Privacy Policy are collectively referred to herein as the “Agreement.” By accessing the website, you hereby expressly acknowledge and agree to be bound by the Agreement and any future amendments and additions to the Agreement as published from time to time.

Updates and Changes

First Orion reserves the right, at any time, to update, revise, supplement, and otherwise modify this Agreement to impose new or additional rules, policies, terms, or conditions on the use of its website. In addition, from time to time we may automatically update and change the website to improve performance, enhance functionality, or address security issues.

Information You Submit

When you submit information through the website, you represent that the information is accurate and that we may use it as described in this Agreement. By providing your email address, you consent to receive emails related to your inquiring, services, updates, or marketing. You may unsubscribe from receiving emails at any time. Through the online contact form, you may also provide First Orion with consent to receive messages related to your inquiry or applicable event reminders, informational updates, and marketing. Message and data rates may apply. Message frequency varies. For help you may reply HELP, call 501-358-4061, or email support@firstorion.com. You may reply STOP to stop receiving text messages.

You grant First Orion a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to use any information or material, personal or otherwise, that you provide to us in the registration process, in the feedback area, through any e-mail, message, or by way of any other feature or use of the website for the purposes of this Agreement.

Restrictions on Use

As a condition of use of the First Orion website, you agree that you will not:

• Use the website in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the terms of this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the website or any operating system;
• Infringe our intellectual property rights or those of any third party in relation to your use of the website;
• Transmit any material that is defamatory, offensive, or otherwise objectionable in relation to your use of the website;
• Use the website in a way that could damage, disable, overload, impair or compromise our systems or security or interfere with other users;
• Collect or harvest any information or data from the website or our systems or attempt to decipher any transmissions to or from the servers running the website;
• Use the website to solicit participation in public discussion, debate, comment, or activity;
• Provide false or misleading information about yourself, your business or create a false identity; and
• Violate any applicable technology control or export laws or regulations that apply to the technology used or supported by the website.

Intellectual Property Rights

All intellectual property rights in our websites throughout the world belong to First Orion (or its affiliates or licensors) and the rights to use them are licensed to you (not sold). You have no intellectual property rights in, or to, the website (including, but not limited to, any information, data, material, text, designs, graphics, pictures, video, photographs, applications, software, audio and other files) other than the right to use it solely for your own personal use, in accordance with the terms of this Agreement. Republication or redistribution of the content, including by framing or similar means, is prohibited.

No Responsibility for Third Party Content

General

You acknowledge that our websites may permit access to products, services, websites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content partners, marketing agents, vendors and other third parties (“Third Party Content and Services”).

Disclaimer

You acknowledge that First Orion does not investigate, monitor, represent or endorse the Third Party Content and Services (including any third party websites). Furthermore, your access to and use of the Third Party Content and Services is at your sole discretion and risk, and First Orion and its affiliates, partners, suppliers, and licensors shall have no liability to you arising out of or in connection with your access to and use of the Third Party Content and Services. First Orion hereby disclaims any representation, warranty or guaranty regarding the Third Party Content and Services, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, copyright compliance, decency, legality, or any other aspect of the Third Party Content and Services.

Third Party Terms of Service

You acknowledge and agree that your access to and use of the Third Party Content and Services and any correspondence or business dealings between you and such third party are governed by and require your acceptance of the terms of service of such third party, including, without limitation, any terms, privacy policies, conditions, representations, warranties or disclaimers contained therein. You assume all risks arising out of or resulting from your transaction of business over the Internet or your use of Third Party Content and Services, and you agree that First Orion and its affiliates, partners, suppliers and licensors are not responsible or liable for any loss or result of the presence of information about or links to such advertisers or service providers. Furthermore, you acknowledge and agree that this Agreement does not grant you any license to (i) the Third Party Content and Services; (ii) any products, services, processes or technology described in or offered by the Third Party Content and Services; or (iii) any copyright, trademark, patent or other intellectual property right in the Third Party Content or Services or any products, services, processes or technology described or offered therein.

Endorsements

You acknowledge and agree that the provision of access to any Third Party Content and Services shall not constitute or imply any endorsement by First Orion or its affiliates of such Third Party Content and Services.

Availability

It is technically impracticable to provide a fault-free service and First Orion does not undertake to do so. In the event of a fault, First Orion will attempt to restore functionality as soon as it is reasonably practicable. Access to the website may occasionally be suspended or restricted for operational reasons such as maintenance or the introduction of new facilities or products.

Termination

We may terminate your rights to use the website at any time, for any reason or no reason. Cause for such termination may include (a) a breach by you of the terms of this Agreement or your engagement in fraudulent or illegal activities, (b) a request by law enforcement or other government agencies, and/or (c) unexpected technical or security issues or problems. If we terminate your rights to use the website you must stop all activities authorized by this Agreement, including your use of the website.

Our Responsibilities for Loss or Damage Suffered by You

THE USE OF THE WEBSITE IS AT YOUR OWN RISK. FIRST ORION AND ITS AFFILIATES, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE WEBSITE, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, FIRST ORION AND ITS AFFILIATES, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE WEBSITE WILL MEET YOUR REQUIREMENTS; (II) THE WEBSITE WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE; (III) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.

FURTHERMORE, YOU ACKNOWLEDGE THAT FIRST ORION HAS NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE WEBSITE. YOU ACKNOWLEDGE THAT THE WEBSITE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE MISUSE OF FAILURE OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY THE WEBSITE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY, OR ENVIRONMENTAL DAMAGE.

Limitation of Liability

EXCEPT TO THE EXTENT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL FIRST ORION OR ITS AFFILIATES, SUPPLIERS OR LICENSORS BE LIABLE FOR ACCIDENTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OR LOSS OF OR LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHER, FIRST ORION SHALL HAVE NO RESPONSIBILITY FOR ANY CLAIMS MADE BY YOU OR ANY THIRD PARTY RELATED TO THE WEBSITE OR YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO (I) PRODUCT LIABILITY CLAIMS, (II) ANY CLAIM THAT THE WEBSITE FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT, (III) CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION, OR (IV) ANY CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE OF THE WEBSITE TO CONFORM TO ANY WARRANTY, EXPRESS OR IMPLIED. THESE OBLIGATIONS SURVIVE TERMINATION OF THIS AGREEMENT.

The website is for domestic and private use. If you use the website for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

The website is provided for general information only. It does not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the website. Although we make reasonable efforts to update the information provided by our website, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete, or up to date.

Mandatory Arbitration/Waiver of Jury Trial

Except for excluded claims below, you and First Orion agree any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims capable in law of being submitted to binding arbitration) (each, a “Claim”) by one party against the other, or the other party’s agents, employees, officers, directors, successors, licensors, assigns or affiliates arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships between the parties, whether pre-existing, present or future, (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), advertising, or any related purchase shall be resolved exclusively and finally by mandatory, confidential, binding arbitration administered by the American Arbitration Association (AAA) in accordance with the provisions of its Rules of Commercial Arbitration (the “Rules”).

An arbitration demand must be made within one (1) year of the date on which the party demanding arbitration first had notice of the existence of the Claim to be arbitrated, or the right to arbitration shall be considered to have been waived. The dispute shall be resolved by a neutral arbitrator. Neither party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The arbitrator shall have the discretion to order a pre-hearing exchange of information by the parties, including, without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses, and examination by deposition of parties.

The arbitration will be conducted by, and pursuant to the rules of, the American Arbitration Association (AAA). www.adr.org is the AAA website. You can get a copy of the AAA’s rules at its website, including the rules for filing your claim, whether it be by mail or online. The arbitration hearing must be carried out in the federal judicial district where you live unless you and First Orion agree otherwise. Judgment upon the award rendered by the arbitrator shall be final and binding on each of the parties and may be entered in any court having jurisdiction thereof.

THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT.

The following Claims are not subject to this agreement to arbitrate:

• Remedies in small claims court for Claims within that court’s jurisdiction, unless these Claims are transferred, removed, or appealed to a different court. If so, either you or we can require the transfer of these Claims to arbitration;
• Provisional judicial remedies;
• The exercise of self-help remedies and measures that do not involve a court or arbitration; or
• Compliance with other contractual or mandatory regulatory procedures before a Claim may be brought to arbitration.

Nothing within this section shall restrict the right of First Orion to seek injunctive or any other legal or equitable relief from a court of competent jurisdiction for a violation of this License by you or any third party.

Class Action Waiver

ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND FIRST ORION SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION. THIS PROVISION IS NOT APPLICABLE TO THE EXTENT SUCH WAIVER IS PROHIBITED BY LAW.

Other Important Terms

• Assignment. You shall not assign this Agreement or any rights or obligations herein without the prior written consent of First Orion, and any attempted assignment in contravention of this provision shall be null and void and of no force or effect. You hereby grant First Orion the right to, and you irrevocably acknowledge and agree that First Orion may at any time, transfer all or any part of its rights, benefits, obligations, or liabilities (whether express or assumed) under this Agreement to any of its affiliates without requiring your further specific agreement. First Orion agrees to use all reasonable endeavours to provide notice to you of any transfer by way of a posting on the website.
• Waiver. Except as provided herein, the failure to exercise a right or require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.
• Data Protection. First Orion will comply with its obligations under applicable data protection legislation and maintain all relevant registrations and notifications, for the purposes of operating the website.
• Severability. If any provision of this Agreement is held to be invalid or unenforceable with respect to a party, the remainder of this Agreement, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
• Third Party Beneficiaries. Nothing contained in this Agreement is intended or shall be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person.
• Governing Law. This Agreement shall be deemed to take place in the State of Arkansas and shall be governed by and construed in accordance with the laws of the State of Arkansas, excluding its conflicts of law principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You and First Orion agree that any dispute or claim arising out of or relating to this Agreement, or your use of the website must commence within one (1) year after the dispute or claim accrues. Otherwise, such dispute or claim is permanently barred.
• Export. You are responsible for complying with all laws and regulations of any country from which you may access the website regarding access, use, export, re-export and import of any content appearing on or available through the website.

Questions

If you have any questions or concerns in relation to this Agreement, please contact First Orion by sending paper mail to the address below or email us at the email address also provided.

First Orion Corp.
Attention: Legal Department
520 Main Street, Suite 400
North Little Rock, Arkansas 72114
privacy@firstorion.com

© 2026 First Orion Corp. All rights reserved.

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First Orion Corp. (“First Orion,” “we,” or “our”) is a business dedicated to using technology and data to give consumers tools to recognize and manage calls they receive and to help businesses reach the right people in a compliant manner. Our mission is to provide transparency and control in communication that empowers people to trust their phones again.

This Privacy Policy describes how we collect, use, and share your personal information. “Personal information” means any information that relates to an identified or identifiable individual. The Privacy Policy applies to information we collect in connection with our products and services.

Our products and services include various features and functionality to tell you who is calling and why, identify and block calls from businesses who are likely scammers or spammers, and have enhanced information displayed on your device about who is calling you and why.

Your Rights as a Consumer

First Orion takes the privacy of personal information about individuals seriously. Under various federal and state laws, you have certain rights related to how your personal information is collected, used, disclosed, and sold. First Orion extends these privacy rights to anyone who is a resident of the United States or Canada. In addition, these rights apply differently to each line of business as described below. A general description of your rights is provided at the end of this Privacy Policy.

First Orion’s Customer Portal

First Orion’s Customer Portal located at portal.firstorion.com is a website that collects registration information and phone number information from businesses who register in order to provide various services offered through the Customer Portal.

The registration information includes information about the business entity that owns the phone number information and how to contact the registrant. The number information includes the telephone number itself and other descriptive information about the kinds of calls made by the number such as the registrant’s industry and the reason for their calls.

First Orion may obtain other information about registrants on the Customer Portal from third parties and combine it with information provided by the registrant to create a more accurate reflection of who is calling and why.

First Orion’s Branded Communications solutions

First Orion’s INFORM^® branded communication solutions provide businesses who call you with the ability to display enriched, branded, personalized information so you know more about who is calling and why they are calling. Our optional Call Authentication feature prevents a spoofed call from being branded. Call Authentication requires that the business submit the calling party number and called party numbers as part of the authentication request. Called party numbers received with the authentication request are immediately encrypted and the hashed value is stored only for the duration of the pairing. These solutions are provided through carriers and their service providers who are partners of First Orion.

Our ENRICH^® solution enables businesses to send secure, branded RCS (Rich Communication Services) messages directly to mobile devices. Messages can include logos, business name, and suggested replies and actions, creating interactive, trusted experiences within the device’s native messaging app.

First Orion’s Call Security solutions

First Orion’s SENTRY^® solution prevents spoofing by authenticating calls before they terminate in the carrier network. The use of SENTRY requires that the business submit the calling party number and called party numbers as part of an authentication request. Called party numbers received with the authentication request are immediately encrypted and the hashed value is stored only for the duration of the pairing. Our Protect+ risk detection solution analyzes inbound call traffic for real-time scam/nuisance detection.

First Orion’s Call Protection services provide business labels such as “Scam Likely” and “Telemarketer” to identify likely scammers and other types of callers to help you to avoid becoming a victim of phone fraud or being bothered by unwanted calls. In addition, these solutions offer various other features and functionality for you to block unwanted, private, or unknown calls, and do reverse telephone number lookups. You can access First Orion’s Call Protection features through your telecommunications carrier if they are a First Orion client. Your phone number will be used for identity validation purposes and to know who to bill for fee-based services as well as to improve the functionality of our carrier services.

To provide this service, First Orion’s data scientists analyze information from your carrier about the calls you receive and the actions you take (such as blocking a call or reporting a problem). We also collect and analyze identifying information (name, address, and phone number) about businesses from third parties, including carriers and data brokers, and publicly available government records to accurately identify business lines.

How We Use Contact Information Collected Through Our Contact Forms

We may collect personal information, including your name, email, address, phone number, and mailing address, that you choose to submit to us through the contact us form. We use this contact information we collect to respond to the inquiry or request you submit, to provide customer support and communications, and to send updates, newsletters, or marketing communications (where permitted by law or with your consent). Additional information about information collected on our corporate website, firstorion.com, can be found on the website under “Your Privacy Choices.” We do not share or sell any mobile data to third parties for marketing purposes.

How We Protect Your Personal Information

First Orion takes precautions — including administrative, technical, and physical measures — to safeguard your personal information against loss, theft, and misuse, as well as unauthorized access, disclosure, alteration, and destruction. Any personal information provided to First Orion provided by a business in connection with the use of our services is stored in the USA and retained until it is no longer needed by our clients and in accordance with our retention policies. We do not sell any personal information in connection with our Branded Communication or Call Security solutions.

Children

We do not knowingly collect personal information from children under 13 for marketing purposes. If a child under 13 submits personal information to First Orion via our website and we learn that personal information is about a child under 13, we will delete the information as soon as possible.

Your State Law Privacy Rights

Several states have enacted laws governing the processing of personal information. To learn more about your rights under State Privacy Laws, please see the State Privacy Policy.

Your EU and UK Privacy Rights

First Orion complies with applicable local privacy laws with regard to the collection and use of personal information received by First Orion in the US from the EU, UK and other countries.

Updates

First Orion reserves the right, at its sole discretion, to change, add, or remove portions of its Privacy Policy from time to time by posting the updated Privacy Policy and effective date. It is your responsibility to check this Privacy Policy periodically for changes.

Employees and Prospective Employees

First Orion’s Global HR Privacy Notice can be found at firstorion.com/hr-privacy-notice-global/.

Privacy Questions

If you have questions or concerns about this Privacy Policy or our information practices, please contact us at 1-877-640-4220, privacy@firstorion.com, or firstorion.com/contact-general/.

First Orion Corp.
Attention: Legal Department
520 Main Street, Suite 400
North Little Rock, AR 72114 USA
© 2025 First Orion Corp. All rights reserved.

Overview

First Orion UK Limited (company number 09929064), the UK affiliate of First Orion Corp., a Delaware USA company, is a business dedicated to using technology and data to give consumers tools to recognize and manage calls they receive and to help businesses reach the right people in a compliant manner. Our mission is to provide transparency and control in communication that empowers people to trust their phones again.

This Privacy Policy provides information on how First Orion collects and processes your personal data (i.e., information that relates to an identified or identifiable individual) through your use of our branded communication services. This Privacy Policy covers the collection, use, disclosure, and sharing of your personal data and how the law protects you.

First Orion’s Branded Communication Services

First Orion’s branded communication services (the “Services”) provide companies who call you the ability to display enriched, branded, personalized information so you know more about who is calling and why they are calling so you are comfortable answering the call. First Orion is a data processor for these Services.

Our ENGAGE® service allows a richer display of information that is not limited to the caller ID field. This service is provided through our stand-alone ENGAGE App or as a feature of other Apps you may download or have on your mobile device. You can find our Engage App in the Google Play Store for Android devices or the App Store for iPhones.

Our INFORM® service allows businesses that call you to control the caller ID display on your phone (instead of the carrier controlling the display) and may include add-on services that can prevent spoofing. This service is provided through carriers through which First Orion is authorized to provide this service. The use of INFORM is limited to calls being made from and to telephone numbers under the North American Numbering Plan Administrator (NANPA).

Information we may collect from you with regard to the Services:

You may give us information when you register to use the Services or by corresponding with us by phone, email, or otherwise. This includes information you provide when you report a problem with the Services.

Information collected by the Services and how such information is used:

When you register to use our ENGAGE App, the App collects identifying information in the form of your phone number and uses it initially for identity validation purposes. We also use your phone number and other specifications about your device so we know where to deliver the enhanced information about the caller and to properly deliver the message in a compatible format.

For ENGAGE to function, you will need to allow the App to access your contacts so the ENGAGE delivery service can dynamically create a contact for incoming calls that display the enhanced information. We do NOT export any information from your contacts for any purpose. Once the enhanced call is delivered to your phone, the contact is automatically deleted.

First Orion’s Processing of Personal Data

Legal Basis for Processing Personal Data: We rely upon the following legal grounds as a basis for processing your personal data.

• To perform our obligations under a contract with you or to make pre-contract arrangements with you.
• To provide the Services and carry out the core activities related to our provision of the Services.
• For legal and regulatory compliance.
• For our legitimate business interests and those of our customers. For example, we have a legitimate interest in providing and improving our Services as well as maintaining and improving the security and integrity of our Services.
• In some cases where we send you promotional material by email we obtain your consent as a legal basis to process your personal data.
• To respond to your inquiry using the personal data you voluntarily provide on the contact form as necessary to fulfill your request.
• You give us your consent to do so for a specific purpose.

Disclosure of Information: First Orion does not sell your personal data collected in connection with our Services. Generally, we may disclose your personal data for our business purposes such as with the following persons or entities.

• Persons, companies or professional firms providing advice and consultancy regarding accounting, administrative, legal, tax, financial and/or debt collection matters related to the provision of the Services to First Orion;
• Vendors hired to provide support services for First Orion’s lines of business (e.g., hosting providers or e-mail platform providers);
• Other companies/entities that are part of First Orion; and
• Public entities, bodies or authorities to whom your personal data may be disclosed in accordance with the applicable law or binding orders of those entities or authorities.

Transfer of Personal Data: First Orion is headquartered in the USA. Your personal data may be shared with our affiliated companies who are based in countries other than the country in which you are located. These other countries may have data protection laws that are different from your own country.

If you are located in the EEA or the UK, your personal data may be accessed by First Orion affiliates in the United States. Whenever we transfer your personal data from the UK and EEA to the United States or any other country that has not been deemed to provide an adequate level of protection for personal data by the European Commission or the UK Government, we will ensure that a similar degree of protection is afforded to it by using specific appropriate safeguards approved by the European Commission and the UK Government, which are designed to give personal data the same protection it has in the EEA/UK (for example, requiring the recipient of personal data to enter into the relevant form of the so-called ‘Standard Contractual Clauses’ issued or approved from time to time).

Data Retention: Personal data processed through our Services will be kept by First Orion for as long as reasonably necessary to fulfil the purposes for which it was collected, including for the purposes of satisfying any legal, regulatory, tax, accounting, or reporting requirements. We determine the appropriate retention period for personal data on the basis of the purpose for which we process the personal data, the amount, nature and sensitivity of the personal data processed, the potential risk of harm from unauthorized use or disclosure of the personal data, and whether the purposes of the processing can be achieved through other means, as well as on the basis of applicable legal requirements.

Storage of Personal Data: All personal data relative to the use of the ENGAGE service or App outside of the United States is stored in Ireland and retained until it is no longer needed by our clients. Personal data relative to the INFORM service is stored in the USA and retained until it is no longer needed by our clients.

Data Controller and Processor Roles: First Orion is the data processor for all information collected and processed through our Services.

Your Rights: As a data subject, you are entitled to exercise the following rights at any time:

• Access your personal data being processed by First Orion (and/or a copy of that personal data), as well as information on the processing of your personal data;
• Correct or update your personal data processed by First Orion, where it may be inaccurate or incomplete;
• Request erasure of your personal data being processed by First Orion, where you feel that the processing is unnecessary or otherwise unlawful;
• Request the restriction of the processing of your personal data, where you feel that the personal data processed is inaccurate, unnecessary or unlawfully processed, or where you have objected to the processing;
• Exercise your right to portability: the right to obtain a copy of your personal data provided to First Orion, in a structured, commonly used and machine-readable format, as well as the transmission of that personal data to another data controller; or
• Object to the processing of your personal data, based on relevant grounds related to your particular situation, which you believe must prevent First Orion from processing your personal data.

Aside from the above means, you can also exercise your rights described above by using the form provided at privacy.firstorion.com/. As a data subject, you are entitled to file a complaint with the competent supervisory authorities for the protection of personal data, if you believe that the processing of your personal data is unlawful.

How we Protect your Personal Data

First Orion takes precautions — including administrative, technical, and physical measures — to safeguard your personal information against loss, theft, and misuse, as well as unauthorized access, disclosure, alteration, and destruction.

Updates

First Orion reserves the right, at its sole discretion, to change, add or remove portions of its privacy policy from time to time by posting the updated privacy policy and effective date. It is your responsibility to check this privacy policy periodically for changes.

Privacy Questions

If you have questions or concerns about this privacy policy or our information practices, you can contact us at firstorion.com/contact-us or our Data Protection Officer at privacy@firstorion.com, or by sending paper mail to:

First Orion UK Limited
Attention: Legal Team
10 Temple Back
Suite 2, First Floor
Bristol, United Kingdom
BS1 6FL

© 2024 First Orion Corp. All rights reserved.

These Service Specific Terms for Branded Calling Services (“Branded Calling Terms”) govern Customer’s use of the Services described below and are in addition to and incorporate by reference the First Orion Terms of Service located at firstorion.com/legal#euro-terms (the “Terms”). Capitalized terms used but not defined in these Service Specific Terms will have the respective meanings assigned to them in the Terms. If you do not agree to these Service Specific Terms or any changes thereto, your sole remedy is to stop using the Services. Use of the Services after any changes shall constitute acceptance of the updated Branded Calling Terms.

1. Definitions

The following capitalized terms shall have the meanings set forth below or as set forth in the Terms.

“A number” means an outbound calling number for Customer.

“API(s)” means any application program interface used by Customer in connection with the Services.

“Authenticated,” or derivations thereof, means a call that has been verified using Call Authentication. Authentication is required for certain First Orion services including INFORM with Logo.

“Call Authentication,” or derivations thereof, means First Orion’s end-to-end authentication method that pairs the A number with the B number at the time of an encrypted call in order to Authenticate the call using API’s, call routing configuration (SIP), or other industry standard protocols.

“B number” means the called party number of a subscriber of a Distribution Partner.

“Business Process Outsourcer” or “BPO” means a business that originates calls on behalf of an enterprise (e.g., for sales, marketing, or customer support purposes) where the business (i) owns the A numbers used to place calls on behalf of the enterprise, (ii) is not legally affiliated with the enterprise, and (iii) has entered into a contract with the enterprise for the origination of calls.

“Call Logo” means a logo image to be delivered with an Inform call.

“Call Reason” means the reason for the call to be delivered with the Inform call.

“Content” means, individually or collectively, the Inform Display, the Call Logo, and the Call Reason to be delivered with a call for display on a Device. The delivery of Content to a Device may be referred to as “branding” the call or delivering a “branded” call.

“Device” means the handset or other similar device that is able to show the Content associated with an incoming call as a result of the Distribution.

“Distribution” means the functionality or capability, whether provided by First Orion or a First Orion Distribution Partner, that allows for the delivery of Content to Devices.

“INFORM®” means First Orion’s Branded Calling Service that allows customers to set an Inform Display for any of Customer’s registered A numbers used for outbound calls made to Devices.

“Inform Display” means the alpha-numeric caller name delivered to a Device through the use of the Services. The number of characters (including spaces) allowed for the Inform Display is based on the capability provided through the applicable Distribution channel.

“INFORM with Logo” means First Orion’s Branded Calling Service that allows for the delivery of a Call Logo and Call Reason in addition to the Inform Display when making an Authenticated Inform call to Devices.

“Program” means the set of instructions created for each unique purpose for making a call using the Services including the A number, the Content, and the time during which the Content should be delivered with the call.

2. Distribution

The Distribution Partners will be as set forth in the applicable Order. The period of time required to onboard Customer for branding may vary based on the Distribution Partner.

3. Permitted Uses

1. Customer may use the Services to make calls for its own internal purposes by designating the applicable Content in accordance with the Documentation.
2. If and only to the extent explicitly set forth in the Order, Customer may use the Services to make calls on behalf of its affiliate and subsidiary businesses. Customer must notify First Orion prior to setting up any Program on behalf of a new affiliate or subsidiary entity. Customer acknowledges and agrees that any entity Customer makes branded calls for is subject to vetting and approval by First Orion.
3. If and only to the extent explicitly set forth in the Order, Customer may use the Services as a Business Process Outsourcer (BPO) for the purpose of making branded calls on behalf of its enterprise customers. Client agrees that before setting up a Program for any such enterprise customer, Client will advise First Orion in writing of the identity of enterprise customer. Customer acknowledges and agrees that any entity Customer makes branded calls for is subject to vetting and approval by First Orion. If Customer acts as a BPO, Customer represents and warrants that it has the right, title, and interest from each of its enterprise customers to deliver branded calls on their behalf, and Customer shall include this as a term in its contract with each of its enterprise customers.

4. Customer Responsibilities

1. Customer agrees to comply with the Acceptable Use Policy which can be found at firstorion.com/legal#euro-aup and the Pass-Through Terms which can be found at firstorion.com/legal#euro-pass-through-terms in connection with its use of any Branded Calling Services.
2. Program Requirements. Customer will be responsible for complying with the requirements to set up Programs based upon the Services to be provided (e.g. Inform, Inform with Call Authentication, Inform with Logo) as provided in the Customer Portal.
3. Disclaimer. The delivery of Content is subject to Device and other limitations. Not all Devices will be able to show the Call Reason, and the manifestation of a Call Logo may vary per Device. In the event the call is delivered to a handset not currently capable of receiving the specified Content, the call will be delivered with an Inform Display only.

5. First Orion Responsibilities

1. First Orion will make available reasonable education and training in order to facilitate Customer’s use of the Services which may be provided through online tutorials and/or instructions. Information related to the use of the Services is available on the Customer Portal.
2. Customer support for the Services will be available Monday – Friday from 8:00 a.m. – 5:00 p.m. Central European Time via Zendesk on the Customer Portal or via email to eu.enterprisesupport@firstorion.com. In certain instances, First Orion may best be able to assist Customer with support issues related to the use of the Services by accessing the Customer Account in the Customer Portal. Customer consents to such remote access as necessary to provide support services. First Orion disclaims any liability or responsibility for any damage or loss resulting from use of a remote access tool or to access being granted to First Orion through such a tool.
3. Reporting. Standard reports will be made available in the Customer Portal at no additional charge. If included in the Order or as part of a prepaid subscription, First Orion will provide Advanced Analytics using Customer Data.

6. Additional Terms

First Orion may impose additional restrictions and/or prohibitions on the use of the Services to the extent they are imposed by a Distribution Partner or applicable law. First Orion will notify Customer of any such restrictions and/or prohibitions as soon as reasonably possible after receiving notice thereof. Customer agrees to comply with such restrictions

Overview

First Orion Corp. DMCC, a branch office of First Orion Corp, a Delaware USA company, is a business dedicated to using technology and data to give consumers tools to recognize and manage calls they receive and to help businesses reach the right people in a compliant manner. Our mission is to provide transparency and control in communication that empowers people to trust their phones again.

This Privacy Policy provides information on how First Orion collects and processes your personal data (i.e., information that relates to an identified or identifiable individual) through your use of our branded communication services. This Privacy Policy covers the collection, use, disclosure, and sharing of your personal data and how the law protects you.

First Orion’s Branded Communication Services

First Orion’s branded communication services (the “Services”) provide companies who call you the ability to display enriched, branded, personalized information so you know more about who is calling and why they are calling so you are comfortable answering the call. First Orion is a data processor for these Services.

Our ENGAGE® service allows a richer display of information that is not limited to the caller ID field. This service is provided through our stand-alone ENGAGE App or as a feature of other Apps you may download or have on your mobile device. You can find our Engage App in the Google Play Store for Android devices or the App Store for iPhones.

Our INFORM® service allows businesses that call you to control the caller ID display on your phone (instead of the carrier controlling the display) and may include add-on services that can prevent spoofing. This service is provided through carriers through which First Orion is authorized to provide this service. The use of INFORM is limited to calls being made from and to telephone numbers under the North American Numbering Plan Administrator (NANPA).

Information we may collect from you with regard to the Services:

You may give us information when you register to use the Services or by corresponding with us by phone, email, or otherwise. This includes information you provide when you report a problem with the Services.

Information collected by the Services and how such information is used:

When you register to use our ENGAGE App, the App collects identifying information in the form of your phone number and uses it initially for identity validation purposes. We also use your phone number and other specifications about your device so we know where to deliver the enhanced information about the caller and to properly deliver the message in a compatible format.

For ENGAGE to function, you will need to allow the App to access your contacts so the ENGAGE delivery service can dynamically create a contact for incoming calls that display the enhanced information. We do NOT export any information from your contacts for any purpose. Once the enhanced call is delivered to your phone, the contact is automatically deleted.

First Orion’s Processing of Personal Data

Legal Basis for Processing Personal Data: We rely upon the following legal grounds as a basis for processing your personal data.

• To perform our obligations under a contract with you or to make pre-contract arrangements with you.
• To provide the Services and carry out the core activities related to our provision of the Services.
• For legal and regulatory compliance.
• For our legitimate business interests and those of our customers. For example, we have a legitimate interest in providing and improving our Services as well as maintaining and improving the security and integrity of our Services.
• In some cases where we send you promotional material by email, we obtain your consent as a legal basis to process your personal data.
• You give us your consent to do so for a specific purpose.

Disclosure of Information: First Orion does not sell your personal data collected in connection with the Services. Generally, we may disclose your personal data for our business purposes such as with the following persons or entities.

• Persons, companies or professional firms providing advice and consultancy regarding accounting, administrative, legal, tax, financial and/or debt collection matters related to the provision of the Services to First Orion;
• Vendors hired to provide support services for First Orion’s lines of business (e.g., hosting providers or e-mail platform providers);
• Other companies/entities that are part of First Orion; and
• Public entities, bodies or authorities to whom your personal data may be disclosed in accordance with the applicable law or binding orders of those entities or authorities.

Transfer of Personal Data: First Orion is headquartered in the USA. Your personal data may be shared with our affiliated companies who are based in countries other than the country in which you are located. These other countries may have data protection laws that are different from your own country.

If you are located in the EEA or the UK, your personal data may be accessed by First Orion affiliates in the United States. Whenever we transfer your personal data from the UK and EEA to the United States or any other country that has not been deemed to provide an adequate level of protection for personal data by the European Commission or the UK Government, we will ensure that a similar degree of protection is afforded to it by using specific appropriate safeguards approved by the European Commission and the UK Government, which are designed to give personal data the same protection it has in the EEA/UK (for example, requiring the recipient of personal data to enter into the relevant form of the ‘Standard Contractual Clauses’ issued or approved from time to time).

Data Retention: Personal data processed through our Services will be kept by First Orion for as long as reasonably necessary to fulfil the purposes for which it was collected, including for the purposes of satisfying any legal, regulatory, tax, accounting, or reporting requirements. We determine the appropriate retention period for personal data on the basis of the purpose for which we process the personal data, the amount, nature and sensitivity of the personal data processed, the potential risk of harm from unauthorized use or disclosure of the personal data, and whether the purposes of the processing can be achieved through other means, as well as on the basis of applicable legal requirements.

Storage of Personal Data: All personal data relative to the use of the ENGAGE service or App outside of the United States is stored in Ireland and retained until it is no longer needed by our clients. Personal data relative to the INFORM service is stored in the USA and retained until it is no longer needed by our clients.

Data Controller and Processor Roles: First Orion is the data processor for all information collected and processed through our Services.

Your Rights: As a data subject, you are entitled to exercise the following rights at any time:

• Access your personal data being processed by First Orion (and/or a copy of that personal data), as well as information on the processing of your personal data;
• Correct or update your personal data processed by First Orion, where it may be inaccurate or incomplete;
• Request erasure of your personal data being processed by First Orion, where you feel that the processing is unnecessary or otherwise unlawful;
• Request the restriction of the processing of your personal data, where you feel that the personal data processed is inaccurate, unnecessary or unlawfully processed, or where you have objected to the processing;
• Exercise your right to portability: the right to obtain a copy of your personal data provided to First Orion, in a structured, commonly used and machine-readable format, as well as the transmission of that personal data to another data controller; or
• Object to the processing of your personal data, based on relevant grounds related to your particular situation, which you believe must prevent First Orion from processing your personal data.

Aside from the above means, you can also exercise your rights described above by using the form provided at privacy.firstorion.com/. As a data subject, you are entitled to file a complaint with the competent supervisory authorities for the protection of personal data, if you believe that the processing of your personal data carried out through our website is unlawful.

How we Protect your Personal Data

First Orion takes precautions — including administrative, technical, and physical measures — to safeguard your personal information against loss, theft, and misuse, as well as unauthorized access, disclosure, alteration, and destruction.

Updates

First Orion reserves the right, at its sole discretion, to change, add or remove portions of its privacy policy from time to time by posting the updated privacy policy and effective date. It is your responsibility to check this privacy policy periodically for changes.

Employees and Prospective Employees

First Orion’s Global HR Privacy Notice can be found at firstorion.com/hr-privacy-notice-global/.

Privacy Questions

If you have questions or concerns about this privacy policy or our information practices, you can contact our Data Protection Officer at privacy@firstorion.com, or by sending paper mail to:

First Orion Corp. DMCC
Attention: Data Protection Officer
Mazaya Business Avenue BB2
Office1503, Jumeirah Lakes Towers
Dubai – United Arab Emirates

© 2024 First Orion Corp. All rights reserved.

Overview

At First Orion, the security of our customer portals and the protection of customer information are core priorities. We welcome reports from security researchers and members of the public who identify potential vulnerabilities and report them responsibly.

This policy outlines how to report security issues related to our customer portals and how we handle those reports.

Scope

This policy applies to security vulnerabilities that could reasonably impact the confidentiality, integrity, or availability of our systems or data discovered in:

• First Orion customer portals (portal.firstorion.com, portal-eu.firstorion.com)
• APIs and backend services supporting the portals
• Authentication, authorization, and session management controls

This policy does not apply to:

• Third-party systems not operated or maintained by First Orion
• Denial‑of‑service attacks
• Social engineering or phishing attacks
• Physical security issues

How to Report a Vulnerability

If you believe you have identified a security vulnerability, please report it promptly.
Email: incident@firstorion.com
Subject Line: Responsible Disclosure – Customer Portal Security Vulnerability

Please include:

• A description of the issue
• Steps to reproduce the issue
• Affected URLs or endpoints
• Proof of concept (if available)
• Potential security impact

Safe Harbor

First Orion considers security research conducted in good faith and in accordance with this policy to be authorized.

We will not pursue legal action against individuals who:

• Act in good faith to comply with this Responsible Disclosure Policy
• Avoid privacy violations and data destruction
• Do not publicly disclose the issue prior to remediation.
• Do not exploit the vulnerability for personal gain.
• Allow us a reasonable time to investigate and remediate the issue

Testing Guidelines

When testing a customer portal:

• Use only accounts you own or have permission to use
• Minimize impact and access

Do not:

• Access or modify other users’ data
• Disrupt services
• Attempt unauthorized privilege escalation
• Use outdated systems

Our Response Process

When a vulnerability is reported in compliance with this policy, we commit to:

• Acknowledging receipt within 72 hours
• Assessing and validating the issue
• Prioritizing remediation based on risk
• Communicating as appropriate during resolution

Disclosure

We ask that vulnerability details remain confidential until remediation is complete. Coordinated disclosure may occur by mutual agreement after resolution. With permission, we may acknowledge reporters publicly.

Contact

For questions or to report a vulnerability:
incident@firstorion.com

First Orion Corp. (“First Orion,” “we,” “us,” or “our”) is committed to protecting the privacy and security of Personal Data of its employees, contractors, and job applicants (“you,” “your,” or “employee(s)”). This HR Privacy Notice (the “Notice”) outlines how we collect, use, disclose, retain, and protect personal information in the course of managing HR activities. 

First Orion is the data controller for the processing of your Personal Data as described in this Notice.

1. What is covered by this Notice

This Notice applies to the Processing of your Personal Data in the context of your recruitment and/or employment with First Orion. “Personal Data” is any information relating to you as an identified or identifiable individual and “Processing” is any operation (or set thereof) which is performed on that Personal Data.

Within the category of Personal Data, are “special categories of personal data”, which require a greater degree of protection whilst Processing. This includes data on physical and mental health, racial or ethnic origin, political opinions, trade union membership, religious beliefs, sexual life and genetic and biometric data.

2. Personal Data that First Orion Processes about Employees

First Orion may collect the following categories of Personal Data, either directly from Employees, or from other sources including benefits providers, background check agencies, and third parties such as past employers:

1. Identification data: name, date of birth, social security number, national insurance number, passport number, driver’s license number, employee ID, or other national ID as permitted by law
2. Contact information: physical address, phone number(s), email, and emergency contact information.
3. Demographic information: place of birth, nationality, gender, marital/ civil status, language, and citizenship/visa information.
4. Recruitment information: your application form, CV, references, educational and professional qualifications, previous employers, rehiring information, promotion information, interview notes, and position changes.
5. Information about an employee’s roles, responsibilities and job performance, including your employment contract (and all modifications); information about previous and current duties and responsibilities; hire date; employee identification number; attendance; department; supervisor; employing entity; performance evaluation and assessments; and history of professional development (including any certifications, professional licenses and specialized training).
6. Information about an employee’s compensation, reimbursement, and taxes, including salary, bonuses and additional allowances, benefits, details of bank account and pay slips, information on business travel and expenses, vacation claims and paid time off, full-time and part-time arrangements; marital status; information about parental leave (if applicable), promotions, and tax number and code.
7. Information on the use of the company equipment and IT systems, including CCTV footage, security access control systems information, information on use of IT systems, and biometric information for verification purposes.

If there is a change in your information (e.g., contact details, family details, identity information, bank account information or tax number and code), it is important that you let the HR department in your country know as soon as possible so our records can be updated.

3. How long we store your Personal Data

We keep your data as long as necessary to fulfil the purposes described in this Notice, including for the purposes of satisfying any legal, accounting, or reporting requirements or in the terms of any agreement between you and First Orion (including your employment contract, if any), or for so long as we are required to do so by law or in order to comply with a legal obligation.

4. Purpose and Legal Basis for the Data Processing

First Orion Processes Personal Data for the following purposes:

1. recruitment;
2. staff administration and HR management, including to plan and administer personnel matters, salary payments and the administration and granting of benefits, complying with health & safety regulations, for social security and tax administration and all other processing related to the management of the employee contract;
3. ensuring the safety and security of our premises, operations and systems, including managing admission control, ensuring the security of First Orion’s facilities and networks, managing admission control, monitoring IT use in accordance with the Employee Handbook, where allowed by applicable law, prevention of fraud and other crime to ensure the security of premises and information, business continuity and disaster recovery;
4. performance review and workforce planning, management of absences, training and professional development, conduct disciplinary and grievance proceedings;
5. legal and compliance purposes, including defending our position in case of a legal dispute, to comply with employment laws and preventing illegal working, ensuring compliance with company policies and requirements imposed by regulatory authorities, and conducting investigations into security and compliance concerns in cases of misconduct;
6. management of our business, including undertaking business analytics and workplace planning (administrative and organizational), invoicing customers, various reporting purposes, internal communications, including the intranet, business records, address book, and internal newsletters, and communication with business partners, vendors and suppliers, performing due diligence activities as well as the administration and care of business and contact data; and
7. staying in touch with you with news about happenings at First Orion.

We Process Personal Data on the basis of several legal justifications:

• For Contractual Purposes: We have obligations towards our Employees under the terms of their employment contracts and need to ensure we meet those obligations.
• For our Legitimate Interests: First Orion has a legitimate interest in conducting its business and ensuring business continuity, defending its legal position and enforcing its policies.
• To Fulfill a Legal Obligation: Certain laws and regulations may require First Orion to Process the Personal Data of Employees in order to comply with our legal or regulatory obligations.

First Orion may also Process “special categories of personal data” but only where that Processing is required by law (such as trade union membership), where it is in the public interest (such as data on race or ethnicity for equal opportunity measures) or where you have made that data manifestly available to First Orion. In limited circumstances, First Orion may seek your explicit consent to process such data. It is not, however, a condition of your contract that you agree to any such request by us.

Personal Data you provide to us about your family members will be Processed by us for a variety of reasons, including as an emergency contact, the administration of pension and/or retirement plans, insurance programs and schemes, or otherwise as part of your benefits package. It is your responsibility to inform your family about the processing of their Personal Data for these purposes and to confirm that they have given their permission.

5. How we share your Personal Data

For the purposes set out in Section 4 above, First Orion may share your Personal Data with other parties, including with our affiliates and other entities within our group that are located outside your country of residence.

Other recipients of your Personal Data include our service providers who perform services on our behalf such as payroll providers, HR service providers, IT companies or service providers, cloud processors, security companies, e-learning platforms, and other service providers appointed by First Orion from time to time. Also, we share your Personal Data with government entities, always associated with the labor relation. 

We may also share your Personal Data with other parties who provide products or services to us, such as our pension provider, benefits provider, insurance brokers and banks.  These third parties will also be data controllers of your Personal Data, which will be Processed in accordance with the third party’s privacy policy.

We may also disclose your Personal Data to third parties where it is in our legitimate interest to do so, including to a potential buyer or seller of any business or assets, and to government/ state related agencies where we are under a duty to disclose or share your Personal Data in order to comply with a legal obligation.

Your Personal Data may be transferred outside your country of residence, to countries that may not offer an equivalent level of protection. Regardless of where your Personal Data is transferred, we shall ensure that relevant safeguards are in place to afford your information adequate protection in accordance with applicable legal requirements. Where data is transferred between First Orion entities, it is on the basis of the EU Standard Contractual Clauses. Further details regarding the relevant safeguards can be obtained from us on request.

6. Employees’ Personal Data Rights

Depending on your country of residence, you may have the right to:

• Request access to and receive information about the Personal Data we maintain about you, to update and correct inaccuracies in your Personal Data, to restrict or to object to the processing of your Personal Data, to have the information anonymized or deleted, as appropriate, or to exercise your right to data portability to easily transfer your Personal Data to another company. In addition, you may also have the right to lodge a complaint with a supervisory authority, including in your country of residence, place of work or where an incident took place.
• Withdraw any consent you previously provided to us regarding the processing of your Personal Data, at any time and free of charge. We will apply your preferences going forward and this will not affect the lawfulness of the processing before your consent withdrawal, unless there is any legal basis that obliges the maintenance of the consent and Personal Data.

Those rights may be limited in some circumstances by local law requirements.

You may exercise these rights at any time by contacting us as described at the top of this policy.

• Other privacy notices addressing specific state requirements in the US can be found at firstorion.com/legal#supplemental-hr-privacy-notice.

7. Security

We maintain administrative, technical and physical safeguards designed to protect the Personal Data you provide or we collect against accidental, unlawful or unauthorized destruction, loss, alteration, access, disclosure or use.

Highlights of First Orion’s Information Security Policy are available at firstorion.com/legal#first-orion-security-overview.

International CallerID Platform (ICIP)

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 UK Ltd. (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 Data Processing Addendum, and the Acceptable Use Policy, and the Pass-Through Terms are available on the First Orion Global Privacy and Legal Dashboard found at https://firstorion.com/first-orion-global-privacy-and-compliance-dashboard/ (the “Legal Dashboard”). The Pass-Through Terms are applicable to our Branded Calling Services and can be found at firstorion.com/legal#icip-pass-through-terms. 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, 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.

“Agent” means an agent or representative which Customer authorizes in writing to act on the Customer’s behalf in connection with these Terms, including, without limitation, any Order, the Customer Portal, or the Services.

“Branded Calling Data” means data related to your use 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.

“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-eu.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 or agreement 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.

“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.

“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, collectively, these Terms of Service, the Data Processing Addendum if applicable, 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 assign and revoke 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 will 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 Administrator is deemed a decision or action by 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. Developer Portal. In order to access or use certain 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 Terms 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 Developer Tools can be found in the Developer Terms.

3. Business Vetting

1. Registration. To use any of the Services offered by First Orion, Customers must satisfy our vetting process by registering in the Customer Portal. The vetting process is designed to ensure that you are operating, and will continue to operate, ethically when utilizing our Services. As part of the registration process, you must provide us with information regarding Customer’s business (business name, physical address, phone number, URL, DUNS number, company registration number, and industry code), contact information (name, email address, and phone number), the business phone numbers being used, the call purpose, the call category applicable to the calls you are making, and such other information as we may reasonably require. We may also review supplemental data sources in addition to the information submitted. You must provide true, accurate, current, and complete information about the Customer(s) as requested during registration, and you must keep the information true, accurate, current, and complete after registration for as long as you utilize the Services. Once you have been approved, we will share the data collected by us on you with our Distribution Partners so that they are able to accept or reject a request for you to access their Distribution according to their requirements. If Customer breaches these Terms, including, without limitation, all payment obligations, Customer will be strictly prohibited from registering new businesses until the breach has been remedied in full. We may accept or reject your registration in our sole discretion.
2. Continued Right to Use Phone Numbers. You acknowledge the need for initial and ongoing accuracy with respect to the business registration information provided, including your ownership or right to use the calling party number(s) submitted for use with the Services, and you represent and warrant that you are the owner or otherwise have the right to use the numbers that you are calling from (also referenced as the calling party or A number(s)) as submitted for registration with First Orion and use with the Services. Further, you will promptly advise First Orion in writing when you no longer own or have the right to use any such A number (which may include removal of the A number(s) from registration with First Orion).

4. 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 14(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 Policy overview in connection with the provision of 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 the 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, (ii) to comply with applicable law, or (iii) to comply with Distribution Partner requirements. 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.

5. Customer Responsibilities

1. Customer will: (a) be solely responsible for all use of the Services and Documentation under the Customer 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) use best efforts 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 12 (Representations, Warranties, and Disclaimers). Unless you are otherwise authorized in writing by First Orion in an Order, you may not, 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 the use of the Services by our other users.
2. Agents. Customer may, from time to time, appoint one or more Agents. Any such appointment shall not relieve Customer of its obligations under these Terms. Customer represents and warrants that any Agent acting on its behalf is duly authorized to do so and shall act in accordance with the terms and conditions of these Terms. Customer shall be fully responsible and liable for all acts, omissions, representations, and conduct of its Agents as if such acts or omissions were those of Customer itself. Without limiting the foregoing, Customer remains solely responsible for compliance with these Terms and for any breach of these Terms caused by an Agent. First Orion shall have no obligation to monitor or supervise the activities of any Agent and may rely on the authority of any Agent reasonably believed to be acting on behalf of the Customer.
3. 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 customer 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.

6. 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.

7. Customer Data and Usage Data

1. Customer grants to First Orion and its Affiliates, during the term of the applicable Order, the right to process Customer Data in accordance with all Data Protection Laws and 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.

8. 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 affects the fees being charged, Customer and First Orion will meet to discuss any adjustments.

9. 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 the 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.

10. 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. All amounts payable by Customer are exclusive of VAT and any other applicable taxes, duties, or levies, which will be payable by Customer in addition to the Fees due. First Orion will include any applicable VAT on its invoices and will provide valid VAT invoices where required by law. Customer will not be responsible for any taxes based on First Orion’s income, profits, or payroll. 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 that 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 its Affiliates or other third-parties acting on its behalf) 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.
4. Payment. First Orion will invoice Customer on a monthly basis in arrears. Invoices will be sent on the first of each calendar month. Fees for the first and last month may be pro-rated 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. If an invoice is unpaid more than thirty (30) days after the Due Date, First Orion may suspend performance under these Terms by providing Customer with at least five (5) days’ prior notice. Payments shall be made by check, ACH, or other electronic means reasonably required by First Orion. Customer 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. As mutually agreed by First Orion and Customer, First Orion may delegate or assign invoicing, billing, and collections for the Services to a third party selected by First Orion, including a third party providing other services for Customer.
5. Payment through Partner. If Customer purchases Services 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 will 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 14, Limitation of Liability.

11. 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 these Terms. 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.

12. 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 First Orion 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 made by Customer; (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 12, 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 NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE THAT 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.

13. Indemnification

1. Indemnification by Us
   1. Scope of Indemnification. We will defend you, your officers, directors, employees, and Affiliates (collectively, “Customer Indemnified Parties”) from and against any claim, demand, suit, or proceeding made or brought against a Customer Indemnified Party 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 a Customer Indemnified Party 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 13(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 5 (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 13 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 13 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 13, Indemnifying Party will not settle any Claims for which it has an obligation to indemnify pursuant to this Section 13 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 13 states Indemnifying Party’s sole liability to, and Indemnified Party’s exclusive remedy against, the other party for any third-party claims.

14. Limitation of Liability

1. TO THE EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES PROVIDED HEREUNDER WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE GREATER OF (i) $100,000 USD AND (ii) THE FEES PAID BY CUSTOMER TO FIRST ORION UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT OR EVENTS THAT GAVE RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS HEREIN.
2. TO THE EXTENT PERMITTED BY LAW, NEITHER CUSTOMER NOR FIRST ORION SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOST PROFITS (WHETHER DIRECT OR INDIRECT) OR LOSS OF USE OR DATA, COVER, SUBSTITUTE GOODS OR SERVICES, OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGE TO BUSINESS, REPUTATION, OR GOODWILL), OR INDIRECT DAMAGES OF ANY TYPE HOWEVER CAUSED, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH DAMAGES WERE FORESEEABLE. THE FOREGOING EXCLUSIONS SHALL NOT APPLY TO PAYMENTS TO A THIRD PARTY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS HEREIN.
3. NOTHING HEREIN SHALL BE INTENDED TO LIMIT A PARTY’S LIABILITY IN AN ACTION IN TORT (SEPARATE AND DISTINCT FROM A CAUSE OF ACTION FOR BREACH OF THESE TERMS) FOR THE PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

THE PROVISIONS OF THIS SECTION 14 ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH IN THIS SECTION 14 IN DETERMINING WHETHER TO ENTER INTO OR OTHERWISE ACCEPT THESE TERMS.

15. 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. Governing Law Unless unenforceable under applicable law, these Terms will be governed by and interpreted in accordance with the laws of England and Wales. The Parties agree that the courts of London, England will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).
8. 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.

This Data Processing Addendum (“DPA”) consists of the Data Processing Details and the Terms and Conditions set forth below and forms a part of the Agreement.

DATA PROCESSING DETAILS

TERMS AND CONDITIONS

1.    Definitions 

“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code 1798.100 et seq., and its implementing regulations as amended by the California Privacy Rights Act (“CPRA”).

“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 the Agreement.

“Data Subject” has the meaning given to “data subject” in accordance with Data Protection Laws.

“Customer Data” means data submitted to First Orion by Customer for Processing by the Services and Customer account data such as contact information of individuals authorized by Customer to access Customer’s account and/or use the Services. This DPA applies to First Orion’s Processing of Customer Data to the extent that such Customer Data constitutes Personal Data.

“Controller” has the meaning given to “controller” or “data controller” in accordance with Data Protection Laws.

“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

“International Data Transfer” means any disclosure of Personal Data by an organization subject to Data Protection Law to another organization located outside the European Economic Area or the UK.

“Personal Data” or “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.

“Processing” and “process” have the meaning given in accordance with Data Protection Laws.

“Processor” has the meaning given to “processor” or “data processor” in accordance with Data Protection Laws.

“Security Incident” means any confirmed accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access to, Personal Data transmitted stored or otherwise processed by First Orion. Security Incidents do not include unsuccessful attempts or activities that do not compromise the security of Personal Data such as unsuccessful log-in attempts, pings, port scans, denial of service attacks or other network attacks on firewalls or networked systems.

“Security Measures” means the technical and organizational security measures applied by First Orion which are found at firstorion.com/legal#first-orion-security-overview as may be updated from time to time.

“UK Addendum” means the addendum to the 2021 EU SCCs, issued by the UK Information Commissioner under s119A(1) of the UK Data Protection Act 2018 (Version B1.0., in force March 21, 2022).

“2021 EU SCCs” means the clauses annexed to the European Commission Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, as amended or replaced from time to time.

2.    Processing of Personal Data

2.1    Relationship of the Parties. First Orion and Customer shall each process Personal Data  in accordance with applicable Data Protection Laws. With respect to Personal Data Processed by First Orion under this DPA, the Parties agree that Customer is the Controller and First Orion is the Processor.

2.2    Purpose Limitation. First Orion shall process Personal Data as a Processor or Service Provider, as applicable, (a) for the performance of the Services in accordance with Customer’s instructions as set forth in the Agreement and this DPA and in accordance with Data Protection Laws, (b) as otherwise necessary to provide the Services (which may include responding to support requests and prevention and resolution of security, fraud and technical issues, and (c) as further instructed by the Customer in writing. Customer acknowledges that First Orion may Process Personal Data relating to the operation, support, or use of the Services for its own business purposes, such as billing, account management, data analysis, benchmarking, technical support, product development, and compliance with law. If First Orion is Processing Personal Data within the scope of the GDPR, First Orion is the Controller for such Processing and will process such data in accordance with Data Protection Laws.

2.3     Customer Instructions. Customer will ensure that its instructions comply with Data Protection Laws and that First Orion’s Processing of Personal Data in accordance with Customer’s instructions will not cause First Orion to violate Data Protection Laws. First Orion will notify Customer to the extent permitted by law if it becomes aware or reasonably believes that Customer’s data Processing instructions would violate Data Protection Laws.

2.4    Customer Compliance. Customer shall ensure that (a) it has and will continue to comply with Data Protection Laws in its use of the Services; and (b) if applicable, it has, and will continue to have, the right to transfer, or provide access to, its customers’ and end users’ Personal Data to First Orion for Processing in accordance with the terms of the Agreement and this DPA.

3.    Sub-processors 

3.1    Sub-processors. Customer acknowledges that First Orion engages sub-processors in connection with the provision of the Services and Customer provides general authorization for First Orion to appoint sub-processors, subject to this Section 3. The engagement by First Orion of any such sub-processor shall be on written terms which impose upon the sub-processor data protection obligations to the standard required by Data Protection Laws, such as requiring the same data protection obligations referred to in Article 28(3) of the GDPR, including providing sufficient guarantees to implement appropriate technical and organizational measures. First Orion’s up-to-date sub-processors list can be found at firstorion.com/legal#dpa-subprocessors (the “Sub-processors List”).

3.2    General Consent for First Orion Group Sub-processors. Customer grants a general authorization to First Orion to appoint affiliates of First Orion as sub-processors, conditional on the requirements detailed in Section 3.1.

3.3    Notification and Objection. First Orion will inform Customer of any intended changes concerning the addition or replacement of Sub-processors by updating the Sub-processors List. Customer agrees to receive notice of such updates by subscribing through the Sub-processor List. Customer shall notify First Orion promptly in writing within ten (10) business days after receipt of such notice if Customer has a reasonable basis to object to the use of the new sub-processor. In such an event, First Orion will use reasonable efforts to provide the Services to Customer in accordance with the Agreement without using the sub-processor. If First Orion reasonably requires use of the sub-processor and is unable to satisfy Customer as to the suitability of the sub-processor within thirty (30) days of Customer’s objection, the Customer may elect to terminate only the part of the Services or Agreement which cannot be provided by First Orion without the use of the objected-to sub-processor.

4.    Security

4.1    Information Security. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of the Data Subjects, First Orion shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including the Security Measures, supported by a written information security management system. Customer acknowledges that the Security Measures are appropriate in relation to the risks associated with Customer’s intended Processing, and will notify First Orion prior to any intended Processing for which its security measures may not be appropriate.

4.2    Security Incidents and Notification. Upon becoming aware of a confirmed Security Incident, First Orion will notify Customer without undue delay unless prohibited by applicable law. First Orion will promptly provide Customer with all relevant information in its possession as reasonably required by Data Protection Laws to comply with any reporting obligations of a relevant regulatory authority concerning such a Security Incident. Customer is solely responsible for complying with Security Incident notification laws applicable to Customer and fulfilling any third party notification obligations.

4.3    Personnel. First Orion will ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have been instructed in the appropriate handling of Personal Data, and are subject to appropriate statutory or contractual obligations of confidentiality.

4.4    Third Party Certification. First Orion is an ISO/IEC 27001:2013 (“Certification”) certified provider whose Information Security Management System (ISMS) has received third-party accreditation from the International Standards Organization. First Orion takes commercially reasonable steps to maintain its Certification. For the avoidance of doubt, the termination or replacement of the Certification by an alternative will not constitute a material breach of this DPA.

5.     Data Subject Access Requests.
Upon Customer’s request, First Orion will provide reasonable assistance to Customer in the fulfilment of Customer’s obligations under Data Protection Laws to respond to data subject requests to exercise their rights (such as rights of data access, rectification, erasure, restriction, portability and objection to Processing), for any Personal Data that is Processed by First Orion for the purpose of providing the Services. If a data subject raises a request directly with First Orion, First Orion will promptly forward this request to Customer.

6.    Return or Deletion of Customer Data.

Upon expiration or termination of the Agreement, First Orion will cease to process Personal Data and will delete all Personal Data from its systems within sixty (60) days of Customer’s request. Notwithstanding the foregoing, First Orion may retain Personal Data if required by applicable law in which case First Orion will comply with Data Protection Laws regarding the deletion and retention of such Personal Data.

7.    Assistance, Reporting, and Impact Assessments

Taking into account the nature of the Processing, and the information available to First Orion, it will provide reasonable assistance to Customer, including as appropriate by implementing Security Measures and with the fulfillment of Customer’s own obligations concerning reporting requirements for Security Incidents, conducting data protection impact assessments and prior consultations with supervisory authorities as may be required in accordance with Data Protection Laws.

8.    Audit Rights
Upon Customer’s written request, no more than once annually and subject to adequate confidentiality provisions, First Orion shall, in accordance with Data Protection Laws, make available to Customer such reasonable information in First Orion’s possession or control to demonstrate compliance with its obligations under Data Protection Laws.

9.    International Data Transfers

9.1    Customer hereby authorizes First Orion to perform International Data Transfers:

1. outside the EEA or Switzerland (1) to any country subject to a valid adequacy decision of the European Commission; (2) on the basis of an organization’s binding corporate rules approved by EEA supervisory authorities and provided that for International Data Transfers outside Switzerland, the Swiss Federal Data Protection and Information Commissioner has been duly notified thirty (30) days in advance where required; and (3) any data importer with whom First Orion has entered into the 2021 EU SCC and provided that for International Data Transfers outside Switzerland, the Swiss Federal Data Protection and Information Commissioner has been duly notified thirty (30) days in advance where required; and
2. outside the UK (1) to any country subject to a valid adequacy decision of the UK government; (2) on the basis of an organization’s binding corporate rules approved by the UK Information Commissioner; and (3) to any data importer with whom First Orion has entered into the UK Addendum or other standard contractual clauses issued by the UK Information Commissioner, as appropriate.

9.2    By signing this DPA, Customer and First Orion conclude Module 2 (Controller-to-Processor) of the 2021 EU SCCs which are hereby incorporated and completed as follows:

1. The “data exporter” is Customer and the “data importer” is First Orion;
2. The optional docking clause under Clause 7 shall not apply;
3. In Clause 9, Option 2 shall apply and the “time period” shall be 30 days;
4. The optional language in Clause 11(a) shall not apply;
5. In Clause 17, Option 2 shall apply and where the law of the EU Member State does not allow for third-party beneficiary rights, the 2021 EU SCCs shall be governed by the law of Ireland;
6. In Clause 18(b), disputes shall be resolved by the courts of [specify Member State] ;
7. Annex 1 to the 2021 EU SCCs is completed as follows:
   1. The information of Part A is provided in the signature page, Section 2.1 of this DPA, and in the Services description in the Agreement.
   2. The information of Part B is provided in the Data Processing Details of this DPA, which are supplemented as follows: the data is transferred on a continuous basis, and the subject matter, nature and duration of the Processing for transfers to (sub-) processors is not applicable;
   3. In Part C, the competent authority for the Processing of Personal Data relating to Data Subjects located in the EEA is the Supervisory Authority of the Customer’s country of establishment in the EEA. If Customer is not established in the EEA, the Supervisory Authority will be that of the EEA country where Customer’s EU data protection representative is located. If Customer does not have an EU data representative, the competent Supervisory Authority is one of the EEA countries where the Data Subjects are located. The competent authority for the Processing of Personal Data relating to Data Subjects located in the UK is the UK Information Commissioner.
8. Annex 2 of the 2021 EU SCCs is the Security Overview and  Section 4.1. of this DPA;
9. Annex 3 of the 2021 EU SCCs is the Sub-processors List.
   For International Data Transfers from Switzerland: (i) Data Subjects who have their habitual residence in Switzerland may bring claims under the SCCs before the courts of Switzerland and (ii) the SCCs cover Personal Data pertaining to legal entities until the entry into force of the revised Swiss Federal Act on Data Protection of 2020.

9.3    By signing this DPA, Customer and First Orion conclude the UK Addendum which is hereby incorporated and applies to International Data Transfers outside the UK. Part 1 of the UK Addendum is completed as follows: (i) in Table 1, the “Exporter” is Customer and the “Importer” is First Orion, their details are set forth in this DPA and the Agreement; (ii) in Table 2, the first option is selected and the “Approved EU SCCs” are the 2021 EU SCCs referred to in Section 10.2 of this DPA; (iii) in Table 3, Annexes 1 (A and B), II, and III to the “Approved EU SCCs” are  completed as set out in section 10.1 g, 10.1.h, and 10.1.j of this DPA respectively; and (iv) in  Table 4, both the “Importer” and the “Exporter” can terminate the UK Addendum.

9.4    If Customer’s compliance with Data Protection Laws applicable to International Data Transfers is affected by circumstances outside of its control, including if a legal instrument for International Data Transfers is invalidated, amended, or replaced, then the parties will work together in good faith to reasonably resolve such non-compliance.

10.    Conflict. If there is any conflict or ambiguity between:

10.1    the provisions of this DPA and the provisions of the Agreement regarding Personal Data Processing, the provisions of this DPA will prevail; and

10.2    the provisions of this DPA and any provision contained in an Approved Data Transfer Mechanism and executed by First Orion and Customer, the provisions of the Approved Data Transfer Mechanism will prevail.

11.    Penalties.

Notwithstanding anything to the contrary in this DPA or in the Agreement, neither party will be responsible for any fines issued or levied under Article 83 of the GDPR against the other party by a regulatory authority or governmental body in connection with such other party’s violation of the GDPR.

12.    Notification
All notices given by First Orion to Customer under or in connection with this DPA shall be sent to Customer’s email address associated to their First Orion account or as identified in the Agreement; and any notice given by Customer to First Orion shall be sent to privacy@firstorion.com.

13.    Miscellaneous

13.1    Governing Law and Jurisdiction. This DPA shall be governed by and construed in accordance with the law and the jurisdiction of the country or territory which governs the Agreement provided that country or territory is an EEA Member State recognizing third party beneficiary rights, otherwise, the laws of Ireland shall apply, except as otherwise specified in this DPA or required by Data Protection Law.

13.2    Updates. First Orion may update the terms of this DPA where the changes (a) are required to comply with Data Protection Law, applicable regulation, a court order, or guidance issued by a regulator or agency; or (b) do not have a material adverse impact on Customer’s rights under the DPA. The current version of this DPA is located at firstorion.com/legal. First Orion will provide thirty (30) days’ notice prior to making any material change to the provisions of this DPA to Customers who have subscribed to receive email notifications. If Customer objects, Customer has the right to terminate the affected Services within thirty (30) days of receiving notice of the changes.

14.    CCPA Provisions

14.1    References to “Controller,” “Data Subject,” “Personal Data,” and “Processor” shall be deemed to be references to “Business,” “Consumer,” “Personal Information,” and “Service Provider,” respectively, as defined in the CCPA.

14.2    If First Orion is Processing Personal Data within the scope of the CCPA, First Orion will process the Personal Data on behalf of Customer and will not retain, use, or disclose Personal Data outside of the parties’ direct business relationship. First Orion will not collect, use, retain, or disclose Personal Data except as permitted in the Agreement and under the CCPA, will not sell or share (as defined by the CCPA) Personal Data, and will not combine Personal Data from the Customer with Personal Data obtained from, or on behalf of, sources other than Customer other than as expressly permitted by the CCPA. First Orion will also comply with the obligations of the CCPA, provide the level of privacy protection required by the CCPA, and certifies that it understands and will comply with this DPA. If First Orion determines that it can no longer meet its obligations under the CCPA, First Orion will promptly notify Customer. Upon receiving notice from First Orion in accordance with this subsection, Customer may direct First Orion to take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Data.

July 15, 2025

This Supplemental HR Privacy Notice (the “Supplemental Notice”) supplements the First Orion HR Privacy Notice – Global and applies to the personal information of certain employees, prospective employees, and contractors of First Orion Corp. (“First Orion”, “we”, “us” and “our”) who are located in the United States. This Supplemental Notice also applies to information provided to us about employees’ relatives or others that is used for emergency contact or benefits administration purposes.

Please read this Supplemental Notice to learn how we collect and process your personal information when you are employed by First Orion, engaged to provide services to First Orion, or apply for a job with First Orion. Under applicable U.S. state privacy laws, including but not limited to, the California Consumer Privacy Act, the Colorado Privacy Act, the Virginia Consumer Data Protection Act, the Connecticut Data Privacy Act, and the Utah Consumer Privacy Act, (collectively, “State Privacy Laws”) you may have the right to know and understand the categories of personal information we collect about you, and the purposes for which we use such personal information. First Orion does not sell or otherwise disclose this personal information for monetary or other consideration to any third parties.

1. Categories of Personal Information We Collect

As permitted by applicable law, First Orion may collect the following categories of personal information for the purposes described below:

1. Identifiers, such as name, alias, unique identifier, email address, IP address, physical address, telephone number, bank account number, Social Security number, driver’s license, passport number, date of birth, medical information and health insurance information.
2. Characteristics of protected classifications, such as age, race, color, ancestry, national origin, marital status, medical condition, sex, financial information, citizenship status, veteran or military status.
3. Biometric information, such as fingerprint or faceprint imagery from which an identifier can be extracted.
4. Sensory data, such as audio and visual information that may be obtained through video interviews or meetings, CCTV footage, or security access control systems information.
5. Internet or Network Activity, such as company device usage, login records, or activity logs.
6. Professional or employment-related information, such as employment history, job application form, CV, references, educational history, professional qualifications, employment contract, information about skills, abilities, and responsibilities, performance evaluations information and employment termination information, and history of professional development (including any certifications, professional licenses and specialized training).

We may also collect personal information included in job interview notes, responses to screening questions, assessment results and any other information you provide in connection with the recruitment process.

2. Sources of Personal Information

We collect personal information you voluntarily provide to us during the application process or when you otherwise contact us. We may also automatically collect certain information, such as IP addresses and device identifiers.

We may combine personal information you voluntarily provide to us with information we collect from other sources, such as: recruiters, prior employers, educational institutions, pre-employment screening and background check services, credentialing and licensing organizations, publicly available sources, such as public social media profiles, and other sources as directed by you.

3. Business Purposes for Collecting Personal Information

We use the categories of personal information above for the following business purposes:

1. Recruitment of employees and processing and managing job applications: We use your personal information to process your job application, evaluate your qualifications, schedule and conduct interviews, and communicate with you.
2. Conducting pre-employment screening and background checks: In accordance with applicable law, we may use your personal information to conduct employment screening and background checks.
3. Compensation and expense management: We use your personal information to conduct payroll processing, salary administration, expense reimbursement, for Social Security and tax administration, and to manage First Orion’s compensation programs such as determining bonuses, equity, and other forms of employee compensation.
4. Benefits administration: We use the personal information we collect from you to administer benefits we provide, such as medical, dental, vision, retirement benefits, and other employee benefit programs.
5. General human resources management: We use the personal information we collect from you to provide general HR management services, including employee on-boarding, termination and separation, travel administration, and return-to-work screening (including any medical screening as required or permitted by applicable law).
6. Training and professional development: We use your personal information to provide employment-related training and assistance with professional licensing and development.
7. Internal employment processes: We use your personal information to conduct internal investigations, conduct surveys, resolve disputes, prevent or detect fraud or security incidents, conduct employee performance reviews, enforce our polices and code of conduct, protect the rights and safety of employees or others, and manage whistleblower programs.
8. Compliance with legal requirements and enforcement of our legal rights: We use your personal information to comply with applicable laws, regulations and legal processes (such as responding to subpoenas or court orders) and to respond to legal claims, resolve disputes, enforce our legal rights contained in employment or other contracts, and comply with legal or regulatory recordkeeping requirements.

4. Disclosure of Personal Information

We may share your personal information for the business purposes described in this Supplemental Notice with the following parties:

1. Affiliates and subsidiaries: We may share your personal information with our affiliates and subsidiaries.
2. Service Providers: We may share your personal information with service providers, such as recruiters, pre-employment screening services, third-party benefits administrators, payroll processors, background check providers and others.
3. Governmental authorities: As required by law or legal process, we may share your personal information with federal or state regulatory agencies, law enforcement, courts and other governmental authorities.
4. Professional advisors: We may share your personal information with our professional advisors, such as auditors and law firms.
5. Parties involved with business transfers: We may share your personal information with third parties in the event we sell or transfer all or a portion of our business or assets (including in the event of a merger, acquisition, joint venture, reorganization, divestiture, dissolution or liquidation).

5. Employee Privacy Rights

Subject to verification of identity and the applicability of State Privacy Laws, you may have the following rights.

1. Right to Know: You can request information about the categories and specific pieces of personal information we have collected about you.
2. Right to Delete: You may request the deletion of personal information, subject to certain exceptions.
3. Right to Correct: You may request that we correct inaccurate personal information.
4. Right to Access and Portability: You may request a copy of your personal information.
5. Right to Opt Out of Sale/Sharing: Not applicable, as we do not sell/share employee data.

In accordance with our policies and procedures, we will not discriminate or retaliate against you if you choose to exercise any of your rights under State Privacy Laws.

To exercise your rights, or if you have any questions or concerns regarding this Supplemental Notice or the collection of your personal information, please contact: privacy@firstorion.com or (501) 358-4061.

First Orion Corp.
520 Main Street, Suite 400
North Little Rock, AR 72114
Attention: Privacy Officer

The products and services (the “Services”) provided by First Orion UK Ltd. and its affiliates (“First Orion”) to any party using the Services (“Customer”) are subject to this Acceptable Use Policy (“AUP”).

In the event First Orion determines, in its reasonable, but sole, discretion, that a Customer violates this AUP, First Orion may suspend or terminate that Customer’s use of all or any part of the Services. This AUP may be updated by First Orion from time to time upon reasonable notice, which may be provided to Customer at the contact information provided by Customer to First Orion or via the Customer Portal.

1. Unacceptable Uses

The Services may not be used:

1. to transmit or store any content or communications (commercial or otherwise) that is illegal, harmful, unwanted, inappropriate, objectionable, confirmed to be criminal misinformation, or otherwise poses a threat to the public.
2. to engage in or encourage any activity that is illegal, abusive, false, fraudulent, misleading, deceptive (or likely to mislead or deceive), harmful, violates others’ rights, or harmful to the business operations or reputation of First Orion.
3. to engage in any unlawful activities, including without limitation, unlawful unsolicited advertising or marketing, and any other activities that violate laws applicable to advertising, electronic communications, and telemarketing.
4. to attempt to mislead others as to the identity of the origin of a phone call.
5. in any way which violates laws, regulations, governmental orders, or industry standards or guidance in any applicable jurisdiction.
6. to interfere with or otherwise negatively impact any aspect of the Services or any third-party products, services, networks, or platforms that are connected to the Services.
7. to create a false, fraudulent, deceptive, or inaccurate identity or to attempt to mislead others as to the identity of the sender of any communications or content.
8. to store, upload, download, submit, transmit, distribute, or facilitate the distribution of, any information that contains “inappropriate content,” including, but not limited to, content that:
   1. may be considered libelous, slanderous, defamatory, threatening, sexually explicit, vulgar, profane, obscene, offensive, abusive, malicious, or otherwise harmful to any person or entity, constitutes or promotes “hate speech,” or is otherwise discriminatory based on race, sex, creed, religion, nationality, disability, sexual orientation, language, or age.
   2. contains fraudulent offers for products or services, or any advertising or promotional materials that contain deceptive, false, or misleading statements, representations, or claims, or false or inaccurate data.
   3. contains or transmits viruses, Trojan horses, worms or any other malicious, harmful, or deleterious programs, or similar destructive programming routines.
   4. promotes, markets, or otherwise facilitates the distribution, use or cultivation of illegal substances or relates to illegal activities or terrorism.
   5. infringes on, misappropriates, dilutes, or violates any intellectual property rights or other rights of third parties, including but not limited to trademark, copyright, patent, trade secrets, rights of publicity, and rights of privacy.
   6. constitutes or relates to adult, pornographic, sexually explicit, obscene activity or regarding pregnancy protection, STDs, or the treatment of STDs.
   7. comprises or promotes alcohol, firearms, or tobacco content, except where appropriate age-gating functionality has been implemented and such content is otherwise legal in the applicable jurisdiction.
   8. promotes illegal or risky behavior.
   9. targets children under the age of 18.
   10. disparages any Distribution Partner.

2. Excluded Content

Content that includes the following categories of data shall not be delivered to First Orion for use with the Services unless Customer has entered into an agreement with First Orion specifically relating to the delivery of such content:

1. Cardholder Data as such term is described in the Payment Card Industry (PCI) Data Security Standard glossary, as amended from time to time.
2. Nonpublic Personal Information/Personal Data as defined by applicable data protection laws.

3. Other Prohibitions

In addition, a Customer may not engage in any of the following activities which violate or degrade the integrity of the Services:

1. Attempting to bypass, exploit, defeat, or disable limitations or restrictions placed on the Services.
2. Finding security vulnerabilities to exploit the Services or attempting to bypass any security mechanism or filtering capabilities.
3. Any denial of service (DoS) attack on the Services or any other conduct that attempts to disrupt, disable, or overload the Services.
4. Transmitting code, files, scripts, agents, or programs intended to do harm, including viruses or malware, or using automated means, such as bots, to gain access to or use the Services.
5. Attempting to gain unauthorized access to the Services.
6. Reverse engineering, copying, disassembling, or decompiling the Services.

Customer agrees to promptly report any violation of this AUP to First Orion to privacy@firstorion.com. Customer will cooperate with First Orion in the investigation and/or remedy that violation.

These Service Specific Terms for Branded Calling Services (“Branded Calling Terms”) govern Customer’s use of the Services described below and are in addition to and incorporate by reference the First Orion Terms of Service located at firstorion.com/legal#first-orion-terms-of-service (the “Terms”). Capitalized terms used but not defined in these Service Specific Terms will have the respective meanings assigned to them in the Terms. If you do not agree to these Service Specific Terms or any changes thereto, your sole remedy is to stop using the Services. Use of the Services after any changes shall constitute acceptance of the updated Branded Calling Terms.

1. Definitions

The following capitalized terms shall have the meanings set forth below or as set forth in the Terms.

“A number” means an outbound calling number for Customer.“API(s)” means any application program interface used by Customer in connection with the Services.“Authenticated,” or derivations thereof, means a call that has been verified using Call Authentication. Authentication is required for certain First Orion services including INFORM with Logo.“Call Authentication,” or derivations thereof, means First Orion’s end-to-end authentication method that pairs the A number with the B number at the time of an encrypted call in order to Authenticate the call using API’s, call routing configuration (SIP), or other industry standard protocols.

“B number” means the called party number of a subscriber of a Distribution Partner.

“Business Process Outsourcer” or “BPO” – means a business that originates calls on behalf of an enterprise (e.g., for sales, marketing, or customer support purposes) where the business (i) owns the A numbers used to place calls on behalf of the enterprise, (ii) is not legally affiliated with the enterprise, and (iii) has entered into a contract with the enterprise for the origination of calls.

“Call Logo” means a logo image to be delivered with an Inform call.

“Call Reason” means the reason for the call to be delivered with the Inform call.

“Content” means, individually or collectively, the Inform Display, the Call Logo, and the Call Reason to be delivered with a call for display on a Device. The delivery of Content to a Device may be referred to as “branding” the call or delivering a “branded” call.

“Device” means the handset or other similar device that is able to show the Content associated with an incoming call as a result of the Distribution.

“Distribution” means the functionality or capability, whether provided by First Orion or a First Orion Distribution Partner, that allows for the delivery of Content to Devices.

“INFORM®” means First Orion’s Branded Calling Service that allows customers to set an Inform Display for any of Customer’s registered A numbers used for outbound calls made to Devices.

“Inform Display” means the alpha-numeric caller name delivered to a Device through the use of the Services. The number of characters (including spaces) allowed for the Inform Display is based on the capability provided through the applicable Distribution channel.

“INFORM with Logo” means First Orion’s Branded Calling Service that allows for the delivery of a Call Logo and Call Reason in addition to the Inform Display when making an Authenticated Inform call to Devices.

“Program” means the set of instructions created for each unique purpose for making a call using the Services including the A number, the Content, and the time during which the Content should be delivered with the call.

2. Distribution

Unless otherwise set forth in the Order, all available Distribution will be enabled for branding calls. The period of time required to onboard Customer for branding may vary based on the Distribution Partner.

3. Registration and Certification

Prior to branding calls using the Services, all Customers must have (i) completed the Registration process for the Customer and each A number(s) being used to make branded calls and (ii) passed the Registration and Certification processes. See the Service Specific Terms for Business Registration and Business Certification. Delays in the Registration and/or Certification process may occur in the event validation requires a manual review process. Ongoing monitoring will be conducted during the term of the Order to confirm that validation is maintained.

4. Permitted Uses

1. Customer may use the Services to make calls for its own internal purposes by designating the applicable Content in accordance with the Documentation.
2. If and only to the extent explicitly set forth in the Order, Customer may use the Services to make calls on behalf of its affiliate and subsidiary businesses. Customer must notify First Orion prior to setting up any Program on behalf of a new affiliate or subsidiary entity. Customer acknowledges and agrees that any entity Customer makes branded calls for is subject to vetting and approval by First Orion.
3. If and only to the extent explicitly set forth in the Order, Customer may use the Services as a Business Process Outsourcer (BPO) for the purpose of making branded calls on behalf of its enterprise customers. Client agrees that before setting up a Program for any such enterprise customer, Client will advise First Orion in writing of the identity of enterprise customer. Customer acknowledges and agrees that any entity Customer makes branded calls for is subject to vetting and approval by First Orion. If Customer acts as a BPO, Customer represents and warrants that it has the right, title, and interest from each of its enterprise customers to deliver calls on their behalf, and Customer shall include this as a term in its contract with each of its enterprise customers.

5. Prepaid vs Postpaid Customers

First Orion offers the Services through prepaid and postpaid options. The following provisions apply to Customers purchasing through either a prepaid or postpaid option:

1. Prepaid Customers. If you sign up for one of our prepaid plans or subscriptions, your use of the INFORM Service is subject to these unique terms and features:
   1. Your fees for the Services will be payable in advance for the period following the date on which the plan was purchased (the “subscription period”). You can cancel at any time effective at the end of the current subscription period.
   2. The Fees are inclusive of Taxes and include components for platform fees and branding your calls.
   3. Your plan will have limitations on the number of A numbers that can be branded and the number of Inform Displays that can be used (these are platform fee components), and your plan will have a cap on the number of calls that can be branded during a monthly subscription period. Once you reach the cap on the number of calls that can be branded, branding of your calls will be stopped (i.e., there are no overages on volume or charges) or you will be able to upgrade to a higher plan (if available) and continue to brand calls or wait and start branding again on the first day of your next monthly subscription period.
   4. You will be able to upgrade your plan at any time or downgrade your plan effective at the beginning of the next subscription period.
   5. Calls which require Call Authentication are not available for Prepaid Customers.
2. Postpaid Customers. If you are a postpaid Customer, your use of the Services is also subject to these unique terms and features:
   1. Fees are payable in arrears based on the pricing in your Order.
   2. Fees are exclusive of Taxes.

6. Customer Responsibilities

1. Customer agrees to comply with the Acceptable Use Policy which can be found at firstorion.com/legal#aup and the Pass-Through Terms which can be found at firstorion.com/legal#pass-through-terms in connection with its use of any Branded Calling Services.
2. Program Requirements. Customer will be responsible for complying with the requirements to set up Programs based upon the Services to be provided (e.g. Inform, Inform with Call Authentication, Inform with Logo) as provided in the Customer Portal.
3. Disclaimer. The delivery of Content is subject to Device and other limitations. Not all Devices will be able to show the Call Reason, and the manifestation of a Call Logo may vary per Device. In the event the call is delivered to a handset not currently capable of receiving the specified Content, the call will be delivered with an Inform Display only.

7. First Orion Responsibilities

1. First Orion will make available reasonable education and training in order to facilitate Customer’s use of the Services which may be provided through online tutorials and/or instructions. Information related to the use of the Services is available on the Customer Portal.
2. Customer support for the Services will be available Monday – Friday from 8:00 a.m. – 5:00 p.m. Central Standard Time via Zendesk on the Customer Portal or via email to enterprisesupport@firstorion.com. In certain instances, First Orion may best be able to assist Customer with support issues related to the use of the Services by accessing the Customer Account in the Customer Portal. Customer consents to such remote access as necessary to provide support services. First Orion disclaims any liability or responsibility for any damage or loss resulting from use of a remote access tool or to access being granted to First Orion through such a tool.
3. Reporting. Standard reports will be made available in the Customer Portal at no additional charge. If included in the Order or as part of a prepaid subscription, First Orion will provide Advanced Analytics using Customer Data.

8. Additional Terms

First Orion may impose additional restrictions and/or prohibitions on the use of the Services to the extent they are imposed by a Distribution Partner or applicable law. First Orion will notify Customer of any such restrictions and/or prohibitions as soon as reasonably possible after receiving notice thereof. Customer agrees to comply with such restrictions.

Customer agrees to comply with the terms and conditions set forth below (the “Pass-Through Terms”), which are hereby incorporated by reference into the applicable branded calling services agreement (the “Agreement”), as these terms may be amended from time to time. To the extent any of the Pass-Through Terms conflict with the terms of the Agreement, the Pass-Through Terms shall govern. As used herein, “Services” means the services provided to Customer under the Agreement. The Pass-Through Terms may be updated from time to time upon reasonable notice, which may be provided to Customer at the contact information provided by Customer to First Orion or via the Customer Portal.

1. Customer represents and warrants that Customer has sufficient rights, by ownership or otherwise, to use the A number(s) submitted by the Customer for registration and use with the Services. Customer agrees to promptly advise First Orion in writing (email being sufficient) when Customer no longer owns or has the right to use any such A number (which may include removal of the A number(s) from registration).
2. Customer acknowledges and agrees that its right to access and use the Services is subject to the following conditions: (a) Customer represents and warrants that it lawfully owns or controls all A number from which it uses the Services; (b) Customer is responsible for, and assumes all risks and liability associated with, all acts and omissions of its users of the Services; and (c) Customer shall not, directly or indirectly: (i) attempt to decompile, reverse engineer, sell, transfer, assign, sublicense or otherwise provide third parties any rights to the Services, in whole or in part; (ii) circumvent or disable any security or other access controls of the Services; (iii) use the Services and/or any documentation provided hereunder for the purpose of developing a competitive product or service; or (iv) access or use the Services in any manner or for any purpose that (1) violates applicable law and regulation, including laws protecting consumer rights and individual privacy; or (2) infringes or misappropriates third party intellectual property or proprietary rights.
3. Customer acknowledges that the Services are designed only to deliver a branded call experience to called parties and are not designed (nor may be used) to satisfy any legal or regulatory requirement applicable to Customer.
4. Customer acknowledges that the Services may be suspended in their entirety, at an enterprise level, on a business caller profile level, or on an individual telephone number basis, at any time (i) for any known or suspected violation of these Pass-Through Terms and (ii) at the request of a carrier or OEM partner (to the extent branded calls terminate on such carrier or OEM partner-network).

These Service Specific Terms for the Business Number ID (or BNID) Service (“BNID Terms”) govern Customer’s use of the Services described below and are in addition to and incorporate by reference the First Orion Terms of Service located at firstorion.com/legal#first-orion-terms-of-service (the “Terms”). Capitalized terms used but not defined in these Service Specific Terms will have the respective meanings assigned to them in the Terms. If you do not agree to these Service Specific Terms or any changes thereto, your sole remedy is to stop using the Services. Use of the Services after any changes shall constitute acceptance of the updated BNID Terms.

1. Definitions

The following capitalized terms shall have the meanings set forth below.

“Business Number ID Service” or “BNID Service” means a service that results in the substitution in signaling of a Preferred Display Number for the Calling Number from which the call originates.

“Calling Number” means a T-Mobile MSISDN for which Customer substitutes a Preferred Display Number using the BNID Service. A Calling Number may be mapped to only one Preferred Display Number.

“Preferred Display Number” means the business phone number Customer designates for display when utilizing the BNID Service. Customer may have multiple Preferred Display Numbers with multiple Calling Numbers mapped to each.

“TfB Subscriber” means a business enterprise that has contracted with T-Mobile to obtain T-Mobile MSISDNs for its business calling needs. For the purposes of the BNID Service, a TfB Subscriber refers exclusively to a business entity (other than a sole proprietor) and not an individual consumer or entity otherwise excluded by T-Mobile, that uses Calling Numbers in connection with its business operations.

2. Use of the BNID Service

1. In order to use the BNID Service, Customer must be a TfB Subscriber and must have completed and passed the Registration process as described in the Service Specific Terms for Business Registration and Business Certification, including verification of the Customer’s right of use of the Calling Numbers and Preferred Display Number.
2. The BNID Service allows businesses to substitute a Preferred Display Number for the Calling Number from which the call originates; user instructions will be made available on the Customer Portal. Standard reports available to Customer include the total number of Calling Numbers mapped to a Preferred Display Number during the month.
3. First Orion may impose additional restrictions and/or prohibitions on the use of the BNID Service to the extent they are imposed by T-Mobile or applicable law. First Orion will notify Customer of any such restrictions and/or prohibitions as soon as reasonably possible after receiving notice thereof.
4. Customer agrees to comply with the Acceptable Use Policy, which can be found at firstorion.com/legal#aup, in connection with its use of the BNID Service.
5. Customer support will be available Monday – Friday from 8:00 a.m. – 5:00 p.m. Central Standard Time, excluding holidays, by submitting a ticket via the Customer Portal (Get Help/Submit a Request) or by sending an email to enterprisesupport@firstorion.com. Customer will include the Customer’s name (in the email subject line), and provide a detailed description of the request in the email or in the ticket submitted via the Customer Portal. Tickets or emails received outside of business hours will be collected and addressed based on the severity level assigned; however no action can be guaranteed until the next working day. In certain instances, First Orion may best be able to assist Customer with support issues related to the use of the Services by accessing the Customer Account in the Customer Portal. Customer consents to such remote access as necessary to provide support services. First Orion disclaims any liability or responsibility for any damage or loss resulting from use of a remote access tool or to access being granted to First Orion through such a tool.

If you believe a security incident has occurred please complete the form below.

Not sure? Here’s our definition of an incident:

A security incident is any attempted or actual unauthorized access, use, disclosure, modification, or destruction of information. This includes interference with information technology operation and violation of campus policy, laws or regulations.

Examples of security incidents include:

• Computer system breach
• Unauthorized access to, or use of, systems, software, or data
• Unauthorized changes to systems, software, or data
• Loss or theft of equipment storing institutional data
• Denial of service attack
• Interference with the intended use of IT resources
• Compromised user accounts

We encourage you to report any activities that you feel meet this definition of an incident. Make sure to include specific details regarding the system breach, vulnerability, or compromise of your computer and we will respond with a plan for further containment and mitigation.

First Orion uses certain sub-processors to assist in providing its Services. A sub-processor is a third party engaged by First Orion who may Process Personal Data as applicable and in accordance with the Agreement. Depending on a Customer’s use of the Services, not all sub-processors will be needed to deliver the Services. Capitalized terms used herein without definition have the meaning set forth in the DPA.

These Service Specific Terms for Branded Calling Services (“Branded Calling Terms”) govern Customer’s use of the Services described below and are in addition to and incorporate by reference the First Orion Terms of Service located at firstorion.com/legal#icip-terms (the “Terms”). Capitalized terms used but not defined in these Service Specific Terms will have the respective meanings assigned to them in the Terms. If you do not agree to these Service Specific Terms or any changes thereto, your sole remedy is to stop using the Services. Use of the Services after any changes shall constitute acceptance of the updated Branded Calling Terms.

1. Definitions

The following capitalized terms shall have the meanings set forth below or as set forth in the Terms.

“A number” means an outbound calling number for Customer.

“API(s)” means any application program interface used by Customer in connection with the Services.

“Authenticated,” or derivations thereof, means a call that has been verified using Call Authentication. Authentication is required for certain First Orion services including INFORM with Logo.

“Call Authentication,” or derivations thereof, means First Orion’s end-to-end authentication method that pairs the A number with the B number at the time of an encrypted call in order to Authenticate the call using API’s, call routing configuration (SIP), or other industry standard protocols.

“B number” means the called party number of a subscriber of a Distribution Partner.

“Business Process Outsourcer” or “BPO” means a business that originates calls on behalf of an enterprise (e.g., for sales, marketing, or customer support purposes) where the business (i) owns the A numbers used to place calls on behalf of the enterprise, (ii) is not legally affiliated with the enterprise, and (iii) has entered into a contract with the enterprise for the origination of calls.

“Call Logo” means a logo image to be delivered with an Inform call.

“Call Reason” means the reason for the call to be delivered with the Inform call.

“Content” means, individually or collectively, the Inform Display, the Call Logo, and the Call Reason to be delivered with a call for display on a Device. The delivery of Content to a Device may be referred to as “branding” the call or delivering a “branded” call.

“Device” means the handset or other similar device that is able to show the Content associated with an incoming call as a result of the Distribution.

“Distribution” means the functionality or capability, whether provided by First Orion or a First Orion Distribution Partner, that allows for the delivery of Content to Devices.

“INFORM®” means First Orion’s Branded Calling Service that allows customers to set an Inform Display for any of Customer’s registered A numbers used for outbound calls made to Devices.

“Inform Display” means the alpha-numeric caller name delivered to a Device through the use of the Services. The number of characters (including spaces) allowed for the Inform Display is based on the capability provided through the applicable Distribution channel.

“INFORM with Logo” means First Orion’s Branded Calling Service that allows for the delivery of a Call Logo and Call Reason in addition to the Inform Display when making an Authenticated Inform call to Devices.

“Program” means the set of instructions created for each unique purpose for making a call using the Services including the A number, the Content, and the time during which the Content should be delivered with the call.

2. Distribution

The Distribution Partners will be as set forth in the applicable Order. The period of time required to onboard Customer for branding may vary based on the Distribution Partner.

3. Permitted Uses

1. Customer may use the Services to make calls for its own internal purposes by designating the applicable Content in accordance with the Documentation.
2. If and only to the extent explicitly set forth in the Order, Customer may use the Services to make calls on behalf of its affiliate and subsidiary businesses. Customer must notify First Orion prior to setting up any Program on behalf of a new affiliate or subsidiary entity. Customer acknowledges and agrees that any entity Customer makes branded calls for is subject to vetting and approval by First Orion.
3. If and only to the extent explicitly set forth in the Order, Customer may use the Services as a Business Process Outsourcer (BPO) for the purpose of making branded calls on behalf of its enterprise customers. Client agrees that before setting up a Program for any such enterprise customer, Client will advise First Orion in writing of the identity of enterprise customer. Customer acknowledges and agrees that any entity Customer makes branded calls for is subject to vetting and approval by First Orion. If Customer acts as a BPO, Customer represents and warrants that it has the right, title, and interest from each of its enterprise customers to deliver branded calls on their behalf, and Customer shall include this as a term in its contract with each of its enterprise customers.

4. Customer Responsibilities

1. Customer agrees to comply with the Acceptable Use Policy which can be found at firstorion.com/legal#icip-aup and the Pass-Through Terms which can be found at firstorion.com/legal#icip-pass-through-terms in connection with its use of any Branded Calling Services.
2. Program Requirements. Customer will be responsible for complying with the requirements to set up Programs based upon the Services to be provided (e.g. Inform, Inform with Call Authentication, Inform with Logo) as provided in the Customer Portal.
3. Disclaimer. The delivery of Content is subject to Device and other limitations. Not all Devices will be able to show the Call Reason, and the manifestation of a Call Logo may vary per Device. In the event the call is delivered to a handset not currently capable of receiving the specified Content, the call will be delivered with an Inform Display only.

5. First Orion Responsibilities

1. First Orion will make available reasonable education and training in order to facilitate Customer’s use of the Services which may be provided through online tutorials and/or instructions. Information related to the use of the Services is available on the Customer Portal.
2. Customer support for the Services will be available Monday – Friday from 8:00 a.m. – 5:00 p.m. Central European Time via Zendesk on the Customer Portal or via email to eu.enterprisesupport@firstorion.com. In certain instances, First Orion may best be able to assist Customer with support issues related to the use of the Services by accessing the Customer Account in the Customer Portal. Customer consents to such remote access as necessary to provide support services. First Orion disclaims any liability or responsibility for any damage or loss resulting from use of a remote access tool or to access being granted to First Orion through such a tool.
3. Reporting. Standard reports will be made available in the Customer Portal at no additional charge. If included in the Order or as part of a prepaid subscription, First Orion will provide Advanced Analytics using Customer Data.

6. Additional Terms

First Orion may impose additional restrictions and/or prohibitions on the use of the Services to the extent they are imposed by a Distribution Partner or applicable law. First Orion will notify Customer of any such restrictions and/or prohibitions as soon as reasonably possible after receiving notice thereof. Customer agrees to comply with such restrictions.

These Service Specific Terms for SENTRY^® (“SENTRY Terms”) govern Customer’s use of the Services described below and are in addition to and incorporate by reference the First Orion Terms of Service located at firstorion.com/legal#first-orion-terms-of-service (the “Terms”). Capitalized terms used but not defined in these SENTRY Terms will have the respective meanings assigned to them in the Terms. If you do not agree to these SENTRY Terms or any changes thereto, your sole remedy is to stop using the Services. Use of the Services after any changes shall constitute acceptance of the updated SENTRY Terms.

First Orion’s SENTRY solution (the “Sentry Service” or “Services”) protects against illegal or unwanted spoofing by allowing for the Authentication of calls, such that any call that has not been Authenticated will be blocked.

1. Definitions

The following capitalized terms shall have the meaning set forth below or as set forth in the Terms.

“A number”  means an outbound calling number for Customer which has been vetted and which is used by the Customer for the Sentry Service.

“B number” means the called party number of a subscriber of a Distribution Partner.

“Call Authentication” means an end-to-end authentication method that pairs the A number with the B number at the time of an encrypted call that verifies or authenticates that the call is valid using an application program interface (API), call routing configuration (SIP), or other industry standard protocols.

“Distribution” means the functionality or capability, whether provided by First Orion or a First Orion Distribution Partner, that allows for use of the Sentry Service.

“Program” means the set of instructions provided by Client for management of the A numbers intended for enablement of the Sentry Service.

“Verified (or Authenticated) Call” means a call from an A number delivered to a B number that has been verified using Call Authentication.

2. Distribution

Unless otherwise set forth in the Order, all available Distribution will be enabled for Customer’s use of the Sentry Service.

3. Registration and Certification

As a condition to the Services to be provided hereunder, all Customers must have (i) completed the Registration process for the Customer and each A number(s) being used to make calls using the Sentry Service and (ii) passed the Registration and Certification processes. See the Service Specific Terms for Business Registration and Business Certification. Customer acknowledges the need for accuracy of Customer’s ownership or right to use the A number(s) with regard to the Services and represents and warrants that Customer is the owner or otherwise has the right to use the A number(s) submitted by Customer for registration and use with the Services. Customer must remove any A number from registration and any Programs when Customer no longer owns or has the right to use the A number.

4. Services Description

1. Call Authentication. The Sentry Service allows Customer to block calls that have not been Authenticated before the call terminates in the Distribution Partner network. Prior to initiating a call, a Call Authentication request will be used to submit all required data, including the A number and B number pair which will create a unique hashed key. If any call made from an A number in a Sentry Program is not a Verified Call, the Distribution Partner (or its analytics provider) will be advised to block the call.
2. Accuracy. Customer acknowledges and agrees that (i) Customer is solely responsible for the accuracy of the information submitted in the Authentication request, and First Orion has no liability related to the delivery of, or failure to deliver, calls made by or on behalf of Customer based on inaccurate information submitted in the Authentication request, and (ii) for A numbers Customer has designated for use with the Sentry Service, in the event a call is made from such numbers without an Authentication request (including calls for which no Authentication request is utilized), the Distribution Partner (or its analytics provider) will be advised to block such calls.
3. Agents. Customer may engage a third party to provide the Call Authentication actions to be taken upon origination of a call from Customer’s A number(s). Customer will advise First Orion of the use of any such agents and Customer will be responsible for the agents integrating with First Orion’s Sentry Service so that Customer’s calls can be Authenticated as provided herein. Customer will be solely responsible for the acts or failure to act of its agents.
4. Fees. For use of the Sentry Service, Customer will pay First Orion a fee per Verified Call as set forth in the applicable Order. In addition, First Orion will charge Customer a fee of $1.00 per month for each A number manually vetted as described in Section 6(b) of these SENTRY Terms.

5. First Orion Responsibilities

1. Training and Instructions. First Orion will make available reasonable education and training in order to facilitate Customer’s use of the Services which may be provided through online tutorials and/or instructions. Information related to the use of the Services is available on the Customer Portal.
2. Support Services. Customer support will be available Monday – Friday from 8:00 a.m. – 5:00 p.m. Central Standard Time via Zendesk on the Customer Portal or at enterprisesupport@firstorion.com.
3. Reporting. Standard reporting will be made available in the Customer Portal at no additional charge.

6. Vetting

Provision of the Sentry Service to Customer is subject to initial and ongoing enterprise and A number vetting by First Orion.

1. First Orion provides automated vetting through its Automated Call Center (ACC) option where the automated call center will initiate a phone call to the A numbers provided by Customer. The designated A numbers must be able to receive a phone call, confirm the telephone number registration, and vocalize the name of the registered business. First Orion will record all activity during each interaction for verification purposes. First Orion may modify its automated vetting options from time to time in its sole discretion.
2. In the event Customer’s A numbers cannot be vetted in an automated manner, First Orion may, at Customer’s request, vet the A numbers manually.

7. Service Interruptions

First Orion may suspend the Sentry Service as to any Customer or any A number if (i) Customer or the A number fails to satisfy First Orion’s ongoing verification requirements or (ii) First Orion reasonably believes that A numbers are being blocked in a manner not intended by Customer or outside of the scope of the Sentry Service. First Orion will provide Customer with notice of such suspension, including the reasons for suspension and any required corrective actions as soon as reasonably practicable under the circumstances.

8. Additional Use Restrictions

First Orion may impose additional restrictions and/or prohibitions on the use of the Sentry Service to the extent they are imposed by a Distribution Partner or applicable law. First Orion will notify Customer of any such restrictions and/or prohibitions as soon as reasonably possible after receiving notice thereof. Customer agrees to comply with such restrictions.

9. Onboarding of Customer

Customer acknowledges that First Orion will use the following process for enabling the Sentry Service on the Distribution Partner networks.

1. Enablement on T-Mobile Network – First Orion will first enable the Services on the T-Mobile network for no less than 14 calendar days. As result of such enablement, First Orion will provide the remaining Distribution Partners (or their service providers) with a report containing key metrics (e.g., total number of call termination attempts, total number of blocked calls) and any key issues or observations for review by such Distribution Partners (or their service providers).
2. Enablement on remaining Distribution Partners Networks – Upon approval from a Distribution Partner (or its service provider) other than T-Mobile based on the report submitted under subsection (i) above, First Orion will work with such Distribution Partner (or its service provider) to enable the Services on such Distribution Partner’s network in monitoring only mode (no blocking) for no less than 14 calendar days at which time the Distribution Partner (or its service provider) will prepare a report containing key metrics (e.g., total number of call termination attempts, total number of calls that would have been blocked) and any key issues or observations to Distribution Partner (or its service provider) for review.
3. Blocking on remaining Distribution Partner Network – Upon approval from a Distribution Partner (or its service provider) other than T-Mobile based on the report provided in subsection (ii) above, First Orion will work with the Distribution Partner (or its service provider) to enable the Service for Customer on such Distribution Partner’s network in blocking mode. First Orion will work in good faith to obtain such other Distribution Partner’s (or its service provider’s) approval to enable blocking within 30 days of when monitoring on such other Distribution Partner’s network begins. In some instances, billing will commence upon a Distribution Partner enabling the Service in monitoring mode (i.e., Call Authentication is taking place, but for calls not Authenticated, the Distribution Partner will not be advised to block). The Parties can extend the 30-day monitoring period if it is mutually agreed upon.

These Service Specific Terms for AFFIRM^® (“AFFIRM Terms”) govern Customer’s use of the Services described below and are in addition to and incorporate by reference the First Orion Terms of Service located at firstorion.com/legal#first-orion-terms-of-service (the “Terms”). Capitalized terms used but not defined in these AFFIRM Terms will have the respective meanings assigned to them in the Terms. If you do not agree to these AFFIRM Terms or any changes thereto, your sole remedy is to stop using the Services. Use of the Services after any changes shall constitute acceptance of the updated AFFIRM Terms.

1. Registration and Certification

Prior to using the AFFIRM Service, all Customers must have (i) completed the Registration process for the Customer’s telephone numbers from which AFFIRM validation calls will be made and (ii) passed the Business Registration and Business Certification processes. See the Service Specific Terms for Business Registration and Business Certification. Delays in the Registration and/or Certification process may occur in the event validation requires a manual review process.

2. Service Description

Using the AFFIRM Service, Customer will have the opportunity to monitor its registered telephone numbers (“TNs”) in order to understand how calls from those TNs are being displayed on mobile devices across the AT&T, T-Mobile, and Verizon carrier networks. Customer may place calls from its TNs to B numbers provided by First Orion (such calls being referred to herein as “validation calls”) in accordance with the requirements set forth in the Customer Portal.

3. Automation

For Customer’s utilizing First Orion’s automated AFFIRM testing:

1. Customer must specify which TNs will be tested.
2. Testing may include all registered TNs or a customer-selected subset.
3. TNs may be added or removed from automated testing.
4. Testing is performed once daily, Monday through Friday.
5. Testing occurs between 8:00 a.m. and 8:00 p.m. Central Standard Time.
6. Validation calls are placed at different times and to different First Orion B numbers.
7. Automated testing is not available for Authenticated calls.

4. Reporting

Standard reports will be made available in the Customer Portal to allow Customer to see how the validation calls are being displayed. Customer will also receive a notification in the event that a validation call made using AFFIRM is tagged as spam or scam.

5. Data

Customer authorizes First Orion to use specific data regarding the validation calls for the purpose of compiling reporting information for Customer. In addition, First Orion may use aggregated and pseudonymized data related to the validation calls to improve the Services and for statistical purposes. First Orion will not provide data related to validation calls to any third parties or for any purpose other than as set forth herein.

6. Fees

Fees for AFFIRM are exclusive of taxes and will be payable in arrears based on the pricing in the applicable Order. For AFFIRM validation calls that are branded through the use of a Branded Calling Service, the fee for AFFIRM is in addition to the branded calling fee as set forth in the applicable Order.

7. Training

First Orion will make available reasonable education and training in order to facilitate Customer’s use of the Services which may be provided through online tutorials and/or instructions.

8. Support

Customer support will be available Monday – Friday from 8:00 a.m. – 5:00 p.m. Central Standard Time via Zendesk on the Customer Portal or at enterprisesupport@firstorion.com.

This State Privacy Policy is a supplement to, and incorporates, First Orion’s Privacy Policy for the US and Canada and applies to consumers who are residents of states with consumer privacy laws. This notice describes the additional rights provided by applicable consumer privacy laws of California, Colorado, Connecticut, Delaware, Florida, Indiana, Iowa, Kentucky, Maryland, Minnesota, Montana, Nebraska, Nevada, New Hampshire, New Jersey, Oregon, Rhode Island, Tennessee, Texas, Utah, Virginia, and other applicable privacy laws (collectively, the “State Privacy Laws”). As additional states enact additional rights on behalf of their residents, First Orion will comply with such laws to the extent applicable to any personal information we collect. This State Privacy Policy is not intended to be a complete list of all such state rights.

Additional Rights

Verification. You have the right to submit a request to First Orion to exercise your right to know, your right to correct or delete, and in some cases your right to opt out as described below. Before fulfilling the request, First Orion must verify that you are the one about whom it has collected personal information. Failure to satisfactorily verify your identity will prevent the request from being fulfilled in its entirety.

Right to Know and Access. You have the right to request that we confirm whether First Orion is processing your personal information. You also have a right to access such personal information. Upon receipt of a verifiable request, First Orion will disclose to you the specific pieces of personal information it has collected. The types of sources from which the personal information is collected, the business purpose for which the personal information is collected, and the categories of third parties with whom First Orion shares the personal information can be found in the Privacy Policy for the US and Canada.

Right to Delete. You have the right to request that First Orion delete any of your personal information. If you submit a verifiable request to delete, First Orion will delete all of your personal information from its records unless that personal information is necessary for First Orion to complete the transaction for which the information was collected, to protect against deceptive, fraudulent, or illegal activity, to enable solely internal uses that are aligned with your relationship with First Orion or comply with a legal obligation.

Right to Correct. You have the right to request that First Orion correct any of your personal information. You may submit a verifiable request that we correct inaccurate personal information that we maintain about you.

Right to Opt Out. You have the right to opt out of the sale or sharing of your personal information. If you submit a verified request to opt out, First Orion will stop selling or sharing personal information about you to third parties. If, later, you want to allow First Orion to sell or share your personal information, you can send an opt in request to First Orion.

Right to Limit Use and Disclosure of Sensitive Personal Information. In some circumstances, you have the right to limit sensitive personal information. We do not collect any sensitive personal information.

Right to Appeal. You may dispute a decision made in response to a privacy-related request such as a denial of a request to access, correct, delete, or opt out of data processing.

Right of No Retaliation. You have the right not to receive discriminatory treatment for the exercise of your privacy rights, subject to certain limitations, including if you are an employee, applicant, or independent contractor of our business.

Submit Requests. To exercise your rights, you may send an email to privacy@firstorion.com. In addition, First Orion provides a prominent link on our website (“Do Not Sell My Personal Information”) to a webpage to submit a request.

Additional Information about a Consumer’s Rights under State Privacy Laws

Personal Information

The rights listed above only apply to your personal information – meaning information that identifies, relates to, describes, or could reasonably be linked to you (such as your name, your phone number, online identifiers, records of services purchased, purchasing history, browsing or search history, and inferences drawn from any other personal information). Personal information does not include publicly available information that is made available from government records.

Service Providers

In those instances where First Orion is a service provider to another business and you send First Orion a request, the request can only be acted on by the business, not First Orion.

Consumer requests handled by First Orion in the past year:

Privacy questions

You may opt out of the sale of your personal information from our Call Knowledge services at privacy.firstorion.com.

If you have questions or concerns about this Privacy Policy or our information practices, please contact us at 1-877-640-4220, privacy@firstorion.com, or /contact-us/.

First Orion Corp.
Attention: Legal Team
520 Main Street, Suite 400
North Little Rock, AR 72114 USA
© 2026 First Orion Corp. All rights reserved.

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 are available at firstorion.com/legal/first-orion-terms-of-service-bw. In addition, the Acceptable Use Policy is available at firstorion.com/legal#aup, and the Pass-Through Terms are available at firstorion.com/legal#pass-through-terms. 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 at the links shown above and shown in the Order 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

“Agent” means an agent or representative which Customer authorizes in writing to act on the Customer’s behalf in connection with these Terms, including, without limitation, any Order, the Customer Portal or the Branded Calling Services.  

“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 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 between the Customer, First Orion and Bandwidth 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.

“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. See the Pass-Through Terms.

“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 links set forth in the Order between Customer, First Orion and Bandwidth. 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 or text message 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. You may unsubscribe from receiving marketing emails by clicking ‘unsubscribe’ at any time, and you may reply STOP to stop receiving text messages. For help you may reply HELP, call 501-358-4081, or email support@firstorion.com. Message frequency varies, and message and data rates may apply.
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 attributable to Customer, 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 at developer.firstorion.com/  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, (ii) to comply with applicable law or (iii) to comply with Distribution Partner requirements. 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, the Pass-Through Terms, 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.

1. Agents.  Customer may, from time to time, appoint one or more Agents. Any such appointment shall not relieve Customer of its obligations under these Terms. Customer represents and warrants that any Agent acting on its behalf is duly authorized to do so and shall act in accordance with the terms and conditions of these Terms.  Customer shall be fully responsible and liable for all acts, omissions, representations, and conduct of its Agents as if such acts or omissions were those of Customer itself. Without limiting the foregoing, Customer remains solely responsible for compliance with these Terms and for any breach of these Terms caused by an Agent. The Company shall have no obligation to monitor or supervise the activities of any Agent and may rely on the authority of any Agent reasonably believed to be acting on behalf of the Customer.

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 at firstorion.com/legal#dpa  shall apply.

1. 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 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.
3. 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 value-added 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 and Payment. Customer acknowledges that the Fees owed First Orion will be invoiced to Customer by Bandwidth in accordance with the terms of the Order and the Customer’s agreement with Bandwidth.  For clarity, Customer’s and its Users’ access to the Services is subject to the receipt from Bandwidth of the payment of the applicable Fees paid by Customer to Bandwidth, and should Customer not pay Bandwidth or Bandwidth not pay First Orion, First Orion shall have the right to collect directly from Customer. 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 Bandwidth 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. c. 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 NON-INFRINGEMENT 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, your officers, directors, employees, and Affiliates (collectively, “Customer Indemnified Parties”) from and against (i) any claim, demand, suit, or proceeding made or brought against a Customer Indemnified Party 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 a Customer Indemnified Party 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; (d) A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER THESE TERMS; (e) A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE;OR (f) 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.
   8. 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.
9. 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.

These Service Specific Terms for Branded Calling Services (“Branded Calling Terms”) govern Customer’s use of the Services described below and are in addition to and incorporate by reference the First Orion Terms of Service located at firstorion.com/legal/first-orion-terms-of-service-bw (the “Terms”). Capitalized terms used but not defined in these Service Specific Terms will have the respective meanings assigned to them in the Terms. If you do not agree to these Service Specific Terms or any changes thereto, your sole remedy is to stop using the Services. Use of the Services after any changes shall constitute acceptance of the updated Branded Calling Terms.

1. Definitions

The following capitalized terms shall have the meanings set forth below or as set forth in the Terms.

“A number” means an outbound calling number for Customer.

“API(s)” means any application program interface used by Customer in connection with the Services.

“Authenticated,” or derivations thereof, means a call that has been verified using Call Authentication. First Orion will only provide First Orion Branded Calling Services to Customer which require calls by Customer to be Authenticated.

“Call Authentication,” or derivations thereof, means First Orion’s end-to-end authentication method that pairs the A number with the B number at the time of an encrypted call in order to Authenticate the call using API’s, call routing configuration (SIP), or other industry standard protocols.

“B number” means the called party number of a subscriber of a Distribution Partner.

“Call Logo” means a logo image to be delivered with an Inform call.

“Call Reason” means the reason for the call to be delivered with the Inform call.

“Content” means, individually or collectively, the Inform Display, the Call Logo, and the Call Reason to be delivered with a call for display on a Device. The delivery of Content to a Device may be referred to as “branding” the call or delivering a “branded” call.

“Device” means the handset or other similar device that is able to show the Content associated with an incoming call as a result of the Distribution.

“Distribution” means the functionality or capability, whether provided by First Orion or a First Orion Distribution Partner, that allows for the delivery of Content to Devices.

“INFORM^®” means First Orion’s Branded Calling Service that allows customers to set an Inform Display for any of Customer’s registered A numbers used for Authenticated outbound calls made to Devices.

“Inform Display” means the alpha-numeric caller name delivered to a Device through the use of the Services. The number of characters (including spaces) allowed for the Inform Display is based on the capability provided through the applicable Distribution channel.

“INFORM with Logo” means First Orion’s Branded Calling Service that allows for the delivery of a Call Logo and Call Reason in addition to the Inform Display when making an Inform call to Devices.

“Program” means the set of instructions created for each unique purpose for making a call using the Services including the A number, the Content, and the time during which the Content should be delivered with the call.

2. Distribution

Unless otherwise set forth in the Order, all available Distribution will be enabled for branding calls. The period of time required to onboard Customer for branding may vary based on the Distribution Partner.

3. Registration and Certification

Prior to branding calls using the Services, all Customers must have (i) completed the Registration process for the Customer and each A number(s) being used to make branded calls and (ii) passed the Registration and Certification processes. See the Service Specific Terms for Business Registration and Business Certification. Delays in the Registration and/or Certification process may occur in the event validation requires a manual review process. Ongoing monitoring will be conducted during the term of the Order to confirm that validation is maintained.

4. Permitted Uses

1. Customer may use the Services to make calls for its own internal purposes by designating the applicable Content in accordance with the Documentation.
2. If and only to the extent explicitly set forth in the Order, Customer may use the Services to make calls on behalf of its affiliate and subsidiary businesses. Customer must notify First Orion prior to setting up any Program on behalf of a new affiliate or subsidiary entity. Customer acknowledges and agrees that any entity Customer makes branded calls for is subject to vetting and approval by First Orion.

5. Customer Responsibilities

1. Customer agrees to comply with the Acceptable Use Policy which can be found at firstorion.com/legal#aup and the Pass-Through Terms which can be found at firstorion.com/legal#pass-through-terms in connection with its use of any Branded Calling Services.
2. Program Requirements. Customer will be responsible for complying with the requirements to set up Programs based upon the Services to be provided (e.g. Inform, Inform with Logo) as provided in the Customer Portal.
3. Disclaimer. The delivery of Content is subject to Device and other limitations. Not all Devices will be able to show the Call Reason, and the manifestation of a Call Logo may vary per Device. In the event the call is delivered to a handset not currently capable of receiving the specified Content, the call will be delivered with an Inform Display only.

6. First Orion Responsibilities

1. First Orion will make available reasonable education and training in order to facilitate Customer’s use of the Services which may be provided through online tutorials and/or instructions. Information related to the use of the Services is available on the Customer Portal.
2. Customer support for the Services will be available Monday – Friday from 8:00 a.m. – 5:00 p.m. Central Standard Time via Zendesk on the Customer Portal or via email to enterprisesupport@firstorion.com. In certain instances, First Orion may best be able to assist Customer with support issues related to the use of the Services by accessing the Customer Account in the Customer Portal. Customer consents to such remote access as necessary to provide support services. First Orion disclaims any liability or responsibility for any damage or loss resulting from use of a remote access tool or to access being granted to First Orion through such a tool.
3. Reporting. Standard reports will be made available in the Customer Portal at no additional charge.

7. Additional Terms

First Orion may impose additional restrictions and/or prohibitions on the use of the Services to the extent they are imposed by a Distribution Partner or applicable law. First Orion will notify Customer of any such restrictions and/or prohibitions as soon as reasonably possible after receiving notice thereof. Customer agrees to comply with such restrictions.