First Orion Terms of Use and End User License Agreement

(effective April 6, 2020)

This Terms of Use and End User License Agreement (“Agreement”) is a legal agreement between you (“you”, or “your”) and First Orion Corp. (“First Orion”, or “we”, or “our” or “us”).  Your access to and use of any of First Orion’s websites (“Website(s)”) and your use of any of our free or subscription-based Engage® App or Call Protect Solutions or Applications (“Apps”), In-Network Scam Protection Solution or our business services (“Services”) is conditioned on your compliance with this Agreement.

Please read this Agreement carefully before using a Website or downloading any App.

Our Websites, Apps, Solutions and Services include various features and functionality to tell you who is calling and why, identify unknown callers and likely scammers, block unwanted, private, or unknown calls, automatically block suspected scammers, do reverse telephone number lookups, file complaints, receive enhanced information about who is calling and why, and report call violations to the proper authorities.  We also help businesses reach the right people and the right companies in a compliant manner with Services that provide information our clients need to comply with various telecommunication laws and regulations.

Privacy

First Orion’s Privacy Policy describes the collection, use, and disclosure of personal information and the technologies used by First Orion in the United States when you visit one of our Websites or use any of our Apps, Solutions or Services.  You acknowledge that your use any of our Websites, Apps, Solutions or Services are subject to our privacy policy, as such policy may be amended by us from time to time. Our Privacy Policy can be found at https://firstorion.com/privacy-policy/.

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 Apps and Solutions.  In addition, from time to time we may automatically update and change any Website or App to improve performance, enhance functionality, reflect changes to the operating system or address security issues.  Alternatively, we may ask you to update an App for these reasons. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App, and/or the functionality and performance of the App may be reduced.

License to Use First Orion Apps and Solutions

Subject to the restrictions set forth in this Agreement, First Orion grants you a personal, revocable, non-exclusive, non-transferable, limited license without rights to sublicense to use a First Orion App or Solution in accordance with the terms and conditions of this Agreement.

Your Use of First Orion Apps

You may download a copy of an App onto your mobile telephone devices and view, use and display the App on such devices for your personal purposes only.  You agree that you will not:

  • Rent, lease, sub-license, loan, provide, or otherwise make available, the App in any form, in whole or in part to any person without prior written consent from us;
  • Copy the App, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security;
  • Translate, merge, adapt, vary, alter or modify the App, in whole in or part, or permit the App (or any part of the App) to be combined with or become incorporated in, any other programs (except as necessary to use the App on devices as permitted in this Agreement);
  • Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of First Orion or its affiliates, partners, suppliers or licensors of the App;
  • Access the source code of the App, nor disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such things to the App, to the extent such activities can be restricted by law.

Restrictions on Use

As a condition of use of any First Orion Website, App or Solution, you agree that you will not:

  • Use the Website, App or Solution 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 App, 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, App or Solution;
  • Transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Website, App or Solution;
  • Use the Website, App or Solution 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, App or Solution;
  • Use the Website, App or Solution 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 any of the Website, App or Solution.

 

Intellectual Property Rights

Rights Generally.  You acknowledge and agree that all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith in our Websites, Apps, Solutions and Services belong to First Orion are, and shall remain, the property of First Orion or its affiliates, licensors and suppliers.  You have no intellectual property rights in, or to, any Website, App, Solution or Service (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 them 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.

Furthermore, you acknowledge and agree that the source and object code of any App, Solution or Service, and the format, directories, queries, algorithms, structure and organization of such App, Solution or Service are the intellectual property and proprietary and confidential information of First Orion and its affiliates, licensors and suppliers. First Orion and its partners, licensors, and suppliers reserve the right to change, suspend, terminate, remove, impose limits on the use of or access to, disable access to, or require the return of any App, Solution or Service (or any copy thereof) at any time without notice and will have no liability for doing so. Except as expressly stated in this Agreement, you are not granted any intellectual property rights in or to any App, Solution or Service by implication, estoppel or other legal theory, and all rights not expressly granted in this Agreement are hereby reserved and retained by First Orion. These obligations survive termination of this Agreement.

Third Party Software.  Our Apps may utilize or include third party software that is subject to open source and third party license terms (“Third Party Software”). You acknowledge and agree that your right to use such Third Party Software as part of any App is subject to and governed by the terms and conditions of the open source or third party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between the terms of this Agreement and the terms of such open source or third party licenses, the terms of the open source or third party licenses shall control with regard to your use of the relevant Third Party Software.

No Responsibility for Third Party Content and Services

General. You acknowledge that our Websites and Apps 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 accessed through a Website or App). 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 is reasonably practicable.  Access to any Website, App, Solution or Service 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 any Website, App, Solution or Service 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 a Website, App, Solution or Service:

  • You must stop all activities authorized by this Agreement, including your use of the Website, App, Solution or Service.
  • You must delete or uninstall the App from all devices in your possession and immediately destroy all copies of the App which you have and confirm to us that you have done this.

Our responsibilities for loss or damage suffered by you

THE USE OF ANY WEBSITE, APP, SOLUTION OR SERVICE IS AT YOUR OWN RISK.  FIRST ORION AND ITS AFFILIATES, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRSENTATIONS, WARRANTIES AND GUARANTIES REGARDING ITS WEBSITES, APPS, SOLUTIONS, AND SERVICES, 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) ANY WEBSITE, APP, SOLUTION OR SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE WEBSITES, APPS, SOLUTIONS OR SERVICES WILL BE UNINTERRUPED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE; (III) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH A WEBSITE, APP, SOLUTION OR SERVICE WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN A WEBSITE, APP, SOLUTION OR SERVICE WILL BE CORRECTED. FURTHERMORE, YOU ACKNOWLEDGE THAT FIRST ORION HAS NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN ANY WEBSITE, APP, SOLUTION OR SERVICE. YOU ACKNOWLEDGE THAT THE WEBSITES, APPS, SOLUTIONS AND SERVICES ARE 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 APP, SOLUTION OR SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY, OR ENVIRONMENTAL DAMAGE. FIRST ORION DOES NOT WARRANT THAT ANY FIRST ORION WEBSITE, APP, SOLUTION OR SERVICE WILL BE COMPATIBLE OR INTEROPERABLE WITH YOUR DEVICE OR ANY OTHER PIECE OF HARDWARE, SOFTWARE OR EQUIPMENT INSTALLED ON OR USED IN CONNECTION WITH YOUR DEVICE. FURTHERMORE, YOU ACKNOWLEDGE THAT COMPATIBILITY AND INTEROPERABILITY PROBLEMS CAN CAUSE THE PERFORMANCE OF YOUR DEVICE TO DIMINISH OR FAIL COMPLETELY, AND MAY RESULT IN PERMANENT THE DAMAGE TO YOUR DEVICE, LOSS OF THE DATA LOCATED ON YOUR DEVICE, AND CORRUPTION OF THE SOFTWARE AND FILES LOCATED ON YOUR DEVICE. YOU ACKNOWLEDGE AND AGREE THAT FIRST ORION AND ITS AFFILIATES, SUPPLIERS AND LICENSORS SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSSES SUFFERED RESULTING FROM OR ARISING IN CONNECTION WITH COMPATIBILITY OR INTEROPERABILITY PROBLEMS. SHOULD ANY WEBSITE, APP, SOLUTION OR SERVICE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE BURDEN OR ALL NECESSARY EXPENSES, SERVICING, REPAIR, OR CORRECTION. THESE OBLIGATIONS SURVIVE TERMINATION OF THIS AGREEMENT.

IF YOU HAVE PAID ANY FEE FOR USE OF THE WEBSITE OR AN APP, SOLUTION OR SERVICE, IN THE EVENT OF ANY FAILURE OF SUCH WEBSITE, APP, SOLUTION OR SERVICE TO CONFORM TO ANY APPLICABLE WARRANTY, YOU MAY NOTIFY FIRST ORION, AND FIRST ORION MAY, AS YOUR SOLE AND EXCLUSIVE REMEDY, REFUND TO YOU THE PURCHASE PRICE PAID, IF ANY, FOR THE WEBSITE, APP, SOLUTION OR SERVICE. FIRST ORION WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE WEBSITE, APP, SOLUTION OR SERVICE.

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 THE SALE OR DISTRIBUTION OF, THE PERFORMANCE OR NON-PERFORMANCE, OR YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE, APP, SOLUTION OR SERVICE, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS 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, APP, SOLUTION OR SERVICE OR YOUR USE OR POSSESSION OF THE THEREOF, INCLUDING, BUT NOT LIMITED TO (I) PRODUCT LIABILITY CLAIMS, (II) ANY CLAIM THAT THE WEBSITE, APP, SOLUTION OR SERVICE 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, APP, SOLUTION OR SERVICE TO CONFORM TO ANY WARRANTY, EXPRESS OR IMPLIED. THESE OBLIGATIONS SURVIVE TERMINATION OF THIS AGREEMENT.

The Websites, Apps, Solutions and Services are for domestic and private use. If you use a Website, App, Solution or Service 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 Websites, Apps, Solutions and Services are provided for general information only. They do 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 a Website, App, Solution or Service. Although we make reasonable efforts to update the information provided by our Websites, Apps, Solutions and Services, 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 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.
  • 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 Websites, Apps, Solutions and Services.
  • 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 any Website, App, Solution or Service must commence within one (1) year after the dispute or claim accrues. Otherwise, such dispute or claim is permanently barred.
  • Export Control. You may not use or otherwise export or re-export any App, Solution or Service except as authorized by United States law and the laws of the jurisdiction(s) in which the Service was obtained. You represent and warrant that you are not (a) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. You also agree that you will not use an App, Solution or Service for any purposes prohibited by United States law.

Questions

If you wish to contact us for any reason or if you have questions or concerns about First Orion’s Privacy Policy for www.firstorion.com (in the US) or any of its data protection practices, please contact us by sending paper mail to the address below, calling the number provided, or email us at the email address also provided.

First Orion Corp.

Attention: Legal Team

520 Main Street, Suite 400

North Little Rock, Arkansas 72114

 

support@firstorion.com

© 2020 First Orion Corp. All rights reserved.