MOBILE CONNECT SERVICE PROVIDER ACCESS AGREEMENT STANDARD TERMS AND CONDITIONS

Transcription

1 MOBILE CONNECT SERVICE PROVIDER ACCESS AGREEMENT STANDARD TERMS AND CONDITIONS This Mobile Connect Service Provider Agreement (the Agreement ) is entered into by and between the person agreeing to the terms and conditions of this Agreement by clicking I Accept at the Service Provider Account section of the Mobile Connect Developer Portal ( Portal ), or the entity upon whose behalf such person is acting, ( Service Provider ) and each of those entities identified and selected by Service Provider (the Operator ) on the Portal. The date of this Agreement (the Effective Date ) is the date Service Provider indicates its acceptance of this Agreement. Service Provider and Operator may be referred to herein each as a Party and collectively as the Parties. By clicking I Accept, as described above, Service Provider (i) represents that the person accepting this Agreement or accessing the Service has the requisite authority to accept this Agreement on behalf of Service Provider, and (ii) agrees to be bound by this Agreement as of the Effective Date. WHEREAS, GSMA is the global trade association for mobile operators and the owner of the MOBILE CONNECT Mark (the Mark ) and is referenced for the limited purposes set forth in Clause below. WHEREAS, the Operator wishes to make available the Service to the Service Provider on the terms and conditions specified herein NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. Capitalized terms and phrases used in this Agreement but not defined herein shall have the meanings set forth in Schedule 1. Terms that are not defined in Schedule 1 are defined in the context in which they are used and have the meanings there stated. 2. Agreement. This Agreement is entered into between and made on behalf of Service Provider and the Operator for the provision of the Service by Operator for use by the Service Provider in connection with its Applications. 3. Pricing and Fees. The Parties acknowledge and agree that no fees are imposed or due in connection with the provision of the Service and each shall be responsible for its own costs and expenses incurred in connection with this Agreement and the performance of its duties and obligations hereunder. If Operator and Service Provider determine to agree to delivery of a chargeable Service-related service, all such arrangements shall be undertaken outside of this Agreement. 4. Access to the Service 4.1 Subject to the terms and conditions of this Agreement, Operator shall provide Service Provider with access to the Service, as determined by Operator from time to time. In addition to Operator s other rights hereunder and without limiting any such rights, Operator shall be entitled, at any time and from time to time, in its sole discretion, to suspend or shut down Service Provider s access to the Service. The Service

2 may be unavailable from time to time due to maintenance, outages and for other business reasons. Service Provider acknowledges and agrees that Operator reserves the right, in its sole discretion and without notice to Service Provider, to make changes from time to time in any aspect of the Service. Operator may limit the throughput or number of the Transactions over the Service. Operator may change such usage limits at any time. In addition to its other rights under this Agreement, Operator may utilize technical or other measures to confirm that the Service is used appropriately, at the times and with the volumes for which it is designed ( Fair Usage ) and to prevent usage and/or stop usage of the Service by an Application that does not constitute Fair Usage. Service Provider shall not have the right to provide access to the Service to any third parties, other than to its direct End Users. Operator may, at its sole discretion, prohibit the resale of the Services by Service Provider or any other person. 4.2 In addition to the foregoing, Operator shall have the right to suspend or shut down the Service immediately if Operator reasonably suspects, determines, or is informed that: (a) There is a malfunction, security breach, unauthorized or fraudulent access, Abuse or incorrect configuration or use (e.g., phishing) of the Service or the Operator s facilities; (b) Service Provider has sought to hack or breach any security mechanism of the Service; (c) Service Provider s use of the Service poses a security or service risk to Operator or to any End User, or may subject Operator or any End User to liability or damages or danger; (d) Service Provider has used or is using the Service in a way that disrupts or threatens Operator s network; (e) Service Provider has used or is using the Service other than as expressly permitted by Operator; (f) Service Provider may be using the Service for any illegal purpose or in a way that violates any law or violates, infringes or misappropriates the rights of any third party; (g) Service Provider s use of the Service fails to constitute Fair Usage; or (h) The provision of the Service to Service Provider is prohibited by any applicable law, or has become impractical or unfeasible for any legal or regulatory reason. 5. Obligations of Service Provider. In addition to its other obligations under this Agreement, Service Provider will: (a) utilize the Service pursuant to this Agreement; (b) be responsible for the conduct of all marketing and selling of any Applications. (c) ensure that no marketing messages refer to Operator or utilize any brand or logo of Operator without specific written agreement of Operator; (d) ensure that all Applications are virus free and are not abusive, malicious or create spam; (e) in any marketing of any Application, give clear indication to the End User of the retail price, if any, for the Application or Service Provider Service, the name and contact information for Service Provider for Application support and other appropriate purposes; (f) comply with all applicable laws and regulatory rules and regulations, including those governing Operator s activities and ensure that Service Provider s use of the Service is consistent with all such applicable laws and regulations, including, without limitation, all licenses and authorizations held by

3 Operator; further the Service Provider shall, when required, assist Operator in its dealings with law enforcement agencies and governmental authorities with regards to any investigation; (g) not tamper with, alter or otherwise modify (or attempt to modify) the Service; (h) not Abuse the Service or permit or assist others to do so for any purposes or in any manner that directly or indirectly or possibly violates the terms of this Agreement, applicable laws or any third party s intellectual property rights; (i) adhere to all applicable data protection and privacy regulation and consumer protection legislation or codes, including but not limited to ensuring that no End User data is disclosed to any third party, except where required by law or with an End User s express consent; (j) other than with an End User s express consent, not use any Personal Information provided by an End User, including but not limited to the End User s name, location and telephone number, for any purpose other than providing an identity authentication service to the End User; (k) prior to any use of the Mark, accept the terms of the Mobile Connect Marketing License with GSMA, including, but not limited to the Mobile Connect Privacy Principles and the Mobile Connect Branding requirements referenced therein; (l) be solely responsible for the Applications and any other Service Provider Services, and Operator does not assume liability or responsibility whatsoever with respect to the Applications and any Service Provider Services, including but not limited to the use or misuse thereof; and (m) fully cooperate with Operator in the conduct of any reasonable due diligence desired by Operator to confirm that the Applications and any Service Provider Service are not designed, being used or intended to be used to mislead, defraud, or improperly gather Personal Information (e.g., phishing). 6. End User Use of Service Provider Services. Neither GSMA nor Operator shall be responsible for (i) any End User use or misuse of the Service, the Applications or any Service Provider Services (including, without limitation, any copying and/or forwarding of same) or (ii) any fraud or any claims that the End User may make with respect to the Applications, the Service or any Service Provider Service. 7. Acknowledgements, Representations and Warranties. 7.1 Service Provider represents and warrants to Operator that (i) it has all requisite power and authority to execute this Agreement and to perform its obligations hereunder, (ii) its use of the Service and any of the Applications it provides through the Service do not and shall not infringe, or misappropriate the Intellectual Property Rights of any person or entity, (iii) it will use the Service in good faith and for lawful purposes and not for any criminal, fraudulent or other abusive purpose, (iv) it is in compliance and will comply with all Applicable Laws and regulations regarding its obligations under this Agreement, and (v) it complies and will continue to comply with all of the Operator s guidelines, policies and business practices as set forth or referenced in this Agreement. 7.2 Service Provider further represents and warrants to Operator that all of the information provided by it to Operator when registering with Operator for access to the Service was full, complete and accurate as of the time of its registration and that such information will be updated promptly if any of the information changes in any material respect. 7.3 OPERATOR PROVIDES THE SERVICE AS IS, WITH ALL FAULTS, AND AS AVAILABLE. SERVICE PROVIDER BEARS THE RISK OF USING THE SERVICE IN ITS APPLICATION(S). TO THE EXTENT PERMITTED BY LAW, OPERATOR, ON BEHALF OF ITSELF, ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES,

4 EXCLUDES AND DISCLAIMS AND SERVICE PROVIDER WAIVES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE OF PRODUCT LIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, OR AVAILABILITY OR RELIABILITY OF THE SERVICE AND NON-INFRINGEMENT, RELATING TO ANY OPERATOR SERVICES. WITHOUT LIMITING ANY OF THE FOREGOING, OPERATOR EXPRESSLY DISCLAIMS AND SERVICE PROVIDER WAIVES ANY WARRANTIES THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. 7.4 Service Provider acknowledges and agrees that Operator does not warrant the content, availability, accuracy, or any other aspect of any information including the Service and all data, files and other information or content in any form, accessible or made available through the Service. 7.5 Service Provider acknowledges that the Operator may interrupt access to the Service in case of emergency or in order to provide maintenance in respect of the Service. 7.6 Service Provider represents and warrants that the Application does not and will not contain any offensive, obscene, or other materials or content that is prohibited or restricted under local regulations or laws of any territory where Service Provider uses the Service. 8. Changes to the Service or this Agreement. Service Provider acknowledges and agrees that Operator may in its sole discretion change the terms of this Agreement or the Service at any time and using a method chosen by Operator in its sole discretion, shall provide Service Provider with notice of any such changes within a reasonable period of time, not to exceed thirty (30) days. Service Provider s continued use of the Service following such notice shall be deemed acceptance of any such amendments or modifications. If Service Provider does not agree with any such amendments or modifications, then the Service Provider shall have the right to immediately terminate this Agreement by notice to Operator within five (5) Business Days following receipt of notice of such amendment or modifications. Nothing in this section shall affect Operator s rights under this Agreement. 9. Intellectual Property. 9.1 Except as expressly set forth herein, any data, reports, specifications, equipment, technology, hardware, software (and related documentation), trade secrets, know-how, Confidential Information or processes or the like, and any other Intellectual Property Rights owned or controlled by any Party and either provided to another Party or developed solely by one Party under this Agreement, shall remain the property of that Party. Each Party hereby disclaims any right, title or interest in or to the other Party s materials and will not take any action inconsistent with or that would contest or impair the rights of the other Party. 9.2 Each Party assumes full responsibility and agrees to be liable to any other Party for any violation (whether occurring before or after termination of this Agreement) by any of its directors, partners, officers or employees or any of its affiliates of any obligation assumed hereunder and agrees to take all necessary steps to ensure understanding of and compliance with these provisions by all persons having access to another Party s Intellectual Property Rights. 9.3 Operator shall own all right, title and interest in and to any Operator trademarks and shall have the sole right to determine the treatment of such marks. 9.4 Service Provider shall own all right, title and interest in and to any Application, which makes use of the Service.

5 9.5 Operator acknowledges and agrees that Operator does not acquire any rights, express or implied, in the Applications or the Service Provider Services or the Service Provider Marks, other than those specified in this Agreement. 9.6 Service Provider shall not use any Operator marks and Operator brand materials and the Service Provider shall not use or register any confusingly similar devices, logos, trade names, trademark or domain names. 9.7 Neither Party will engage in any practice that may be detrimental to the other Party s marks or goodwill or reputation. 10. Confidential Information Nothing herein shall be construed as granting any rights by license or otherwise in any Confidential Information except as expressly provided herein. Other than as expressly provided herein no license is granted in any Intellectual Property Rights relating to the Confidential Information For the Term of this Agreement and for a period of three (3) years thereafter, each Party shall (i) use the same degree of care and means that it uses to protect its own confidential information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or disclosure to third parties of such Confidential Information and (ii) only use the Confidential Information for the purposes set forth in this Agreement The Agreement shall impose no obligation of confidentiality upon any Party with respect to any portion of Confidential Information received hereunder, which: (i) is or becomes publicly known through no fault of the receiving Party; (ii) is or becomes known to the receiving Party from a third party source without duties of confidentiality attached and without breach of any agreement between that Party and such third party; (iii) furnished to others by the disclosing Party without restriction on disclosure; or (iv) was independently developed by the receiving Party without the benefit of the Confidential Information Nothing in the Agreement shall prevent any Party from disclosing Confidential Information to the extent it is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Party proposing to make such disclosure shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the other Party in writing of the agency s order or request to disclose; and (iii) cooperate fully with the other Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality Notwithstanding any other provision of this Clause 10, Operator shall be entitled to provide or utilize information concerning Service Provider, the Applications and Service Provider s use of the Service in any legal or regulatory filing, reports to owners, and such other publications as Operator reasonably desires The receiving Party shall ensure that each person to whom it discloses Confidential Information complies with confidentiality provisions no less onerous than those contained in this Clause, and shall remain liable for any disclosure of Confidential Information by each such person as if it makes such disclosure The receiving Party shall, on the disclosing Party s request, destroy, erase or deliver to the disclosing Party all of the disclosing Party s Confidential Information, save where the retention of such Confidential Information is necessary to comply with Applicable Law or otherwise for the other Party to exercise its rights or receive benefits due under this Agreement.

6 11. Term and Termination This Agreement shall commence on the Effective Date and shall continue for so long as Service Provider is using the Service (the Term ), unless this Agreement is otherwise terminated in accordance with this Agreement Notwithstanding any other provision hereof, Operator may, at any time, immediately, at its sole option and without any liability therefor, suspend the Service in whole or in part, or terminate this Agreement if: (a) Operator is required to do so by law; (b) Service Provider declines to accept any new terms or version of the Service or this Agreement, or both; or 11.3 Either Party may terminate this Agreement for any reason upon thirty (30) days written notice to the other Party Either Party may terminate this Agreement immediately upon written notice to another Party if that other Party files a petition in bankruptcy, becomes insolvent, goes into receivership or dissolves Either Party may terminate this Agreement for default by the other Party in the performance of any substantial or material obligation or a continuing material breach of this Agreement where such default or breach remains uncorrected for a period of thirty (30) days after written notice thereof to the defaulting Party. The foregoing right of termination shall be cumulative with any other right or remedy of a Party for default or breach by that other Party Operator may terminate this Agreement and the Service without liability or penalty upon written notice to Service Provider for breach of this Agreement or for any other reason specified in this Clause 11.6 or for any reason similar thereto. Without limiting the foregoing and as clarification only, Operator may terminate this Agreement immediately and without notice if: (a) Service Provider seeks to hack or breach any security mechanism related to the Service; (b) Operator determines that Service Provider s use of the Service poses a security or service risk to Operator or to any End User, or may subject Operator, or any End User to liability or damages or danger; (c) Service Provider uses the Service in a way that disrupts or threatens the Service; (d) Service Provider uses the Service other than as expressly permitted in this Agreement; (e) Operator receives notice or otherwise determines, in its sole discretion, that Service Provider may be using the Service for any illegal purpose or in a way that violates any law or violates, infringes or misappropriates the rights of any third party; (f) Operator determines, in its sole discretion, that the Application and/or any Service Provider Service is being used or may be used to mislead, defraud, improperly gather Personal Information (e.g., phishing) or for any similar improper use; or (f) Operator determines, in its sole discretion, that the provision of the Service to Service Provider is prohibited by any Applicable Law, or has become impractical or unfeasible for any legal or regulatory reason Upon a termination of the Service, Service Provider shall notify its End-Users of same and agrees to

7 be responsible for any support required following such termination Consequences of Termination. (a) The termination or expiry of all or any part of this Agreement will not affect or prejudice any rights or obligations that have accrued or arisen under this Agreement or such part thereof prior to the time of termination or expiry and those rights will survive the termination or expiry of this Agreement or any part hereof. (b) The definitions and terms and conditions set forth in Sections 1, 7, 9, 10, 11, 12, 13, 14, 15, 16, and 17 and any other provision which by law or by its nature should survive, shall survive the termination or expiry of all or any part of this Agreement. 12. Indemnification of Operator. Service Provider assumes all risks and liability inherent in all uses of the Service. Service Provider shall take all necessary measures to avoid any damage to Operator. Service Provider shall indemnify, hold harmless and defend Operator and GSMA (including their respective successors and assigns, officers, directors, employees, contractors and agents), from and against all claims, liabilities, damages, losses and expenses, including but not limited to legal costs, regulatory fines, penalties and costs, and/or expenses resulting from (i) damages to persons or property, personal injury or death caused by the negligent or willful acts or omissions of Service Provider, its officers, directors, employees, subcontractors, or agents, arising in connection with Service Provider s use of the Service, (ii) directly arising out of or in any way connected with any claim alleging that an Application or any part thereof or the dealing with any of such violates or infringes any Party s or third party s proprietary or Intellectual Property Rights, (iii) any acts, duties and obligations or omissions of Service Provider or of any personnel employed by, or agents of, Service Provider, (iv) any claim arising from or otherwise related to the Service Provider services including, without limitation, any product liability claims, (v) claims by third parties and End Users on account of fraud emerging from the use of the Service and (vi) any and all breaches by Service Provider of any representations, warranties, covenants, terms or conditions of this Agreement. If Service Provider agrees that such claim or suit is fully covered by this indemnity provision and so long as Service Provider complies with its obligations under this Clause 12, then it shall be permitted to direct the defense or settlement of such claim except that it may not settle any such suit or claim without the prior written approval of Operator. If Service Provider does not agree that the claim or suit is fully covered by this indemnity provision, then the Parties agree to negotiate in good faith an equitable arrangement regarding the control of the defense of the claim or suit and any settlement thereof consistent with Service Provider s obligations hereunder. Upon request by Service Provider, Operator shall provide reasonable cooperation, information, and assistance (at Service Provider s expense) in connection with Service Provider s defense or settlement of any claim. 13. Limitation of Liability Except for actions, proceedings, claims or demands under Clause 10 (Confidential Information) and Clause 12 (Indemnification of Operator) no Party shall in any event be liable for damages of any kind, including but not limited to incidental, indirect, special or consequential damages of any kind or for loss of profits, data or revenue or loss of business or damage to goodwill arising out of, or in connection with, this Agreement, whether or not another Party was advised of the possibility of such damage. For all other claims, a Party s liability to the other shall be capped at one thousand Euros ( 1000) or the equivalent value in the monetary denomination in the jurisdiction where the Operator s head office is located, utilizing the publicly announced exchange rate applicable on the date such liability is fixed Nothing herein shall have the effect of limiting or excluding a Party s liability for death or personal injury caused by gross negligence or willful misconduct, for fraud or fraudulent misrepresentation or for any other liability which cannot be excluded by law.

8 14. Release and Waiver. To the maximum extent permitted by Applicable Law, Service Provider hereby releases and waives all claims against Operator and its Affiliates, and their respective officers, agents, employees, licensors and co-branders, from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorney s fees) of every kind and nature, arising from or in any way related to Service Provider s use of the Service. 15. Audit The Service is offered to Service Provider to enhance the Application(s). Operator reserves the right to investigate the Application(s) for compliance with the terms of this Agreement. Such investigation may involve Operator s accessing and using the Application(s). Service Provider hereby consents to any such investigation Service Provider shall retain all relevant information related to its compliance with the terms of this Agreement for the Term and for two (2) years thereafter, provided that if applicable law requires a longer retention period, then such longer period shall prevail. No more than once per calendar year during the Term and once after the expiry of the Term, Operator shall have the right, at its own expense, during normal business hours and upon thirty (30) days prior written notice, to examine, audit and take extracts from Service Provider s books and records relating to Service Provider s compliance with the terms of this Agreement; provided that such audit shall be treated as Confidential Information of the Service Provider. 16. Notices 16.1 Operator shall provide notice to Service Provider of any change to the terms and conditions of this Agreement. Any such change shall be effective as of the date provided in such notice Where practical, Operator shall provide notice to Service Provider of any technical problem related to the Service within one (1) business day of Operator becoming aware of such technical problem Service Provider shall provide notice to Operator of any change of: address, company name, or contact person Service Provider shall provide immediate notice to Operator of any technical issues in its Application or Service Provider Service. Service Provider shall further provide notice to Operator of any discontinuance of its Application or Service Provider Service for any reason with two (2) hours of such discontinuance All notices under the terms of this Agreement shall be given in writing and sent electronically, by registered mail, by means of the Service, or shall be delivered by hand to the following addresses or at such other address as the relevant Party may from time to time advise the other Parties by notice in writing given in accordance with this Section: (a) If to Service Provider, at the contact information provided by Service Provider as part of Service Provider s registration for the Service. (b) If to Operator, at the address for Operator set forth in Annex A. Any notice (i) delivered by hand shall be deemed to have been given and received on the Business Day on which it has been personally delivered provided that if such notice has not been delivered on a Business Day, then it shall be deemed to have been given and received on the next Business Day thereafter; (ii) sent by registered mail shall be deemed to have been given and received on the fifth Business Day following the date upon which it has been mailed. If mail service is or is threatened to be interrupted at any time when a notice is required to be given hereunder, then such notice shall be delivered by hand.

9 17. General This Agreement is non-exclusive, and nothing in this Agreement may be construed as restricting Operator from entering into other, similar agreements with other Service Providers, or Service Provider from entering into other similar agreements with other operators or platform providers Clauses of this Agreement that require performance after the termination or expiration of this Agreement will survive Neither Party shall, without the other Party s prior written approval, make any public announcement or any disclosure as to the existence of or matters set forth in this Agreement Service Provider may not assign this Agreement or any rights or obligations hereunder without the written consent of Operator. Operator may, in its sole discretion, assign its rights and obligations under this Agreement to an Affiliate or to a Third Party This Agreement is binding upon and enures to the benefit of the personal representatives, successors and permitted assigns of the Parties This Agreement shall not be construed to and does not create a relationship of partnership, employment or joint venture. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as employment related taxes. Service Provider shall ensure that neither it nor its agents or employees shall act or hold themselves out as agents or employees of Operator. No Party shall have the authority to bind another Party without the prior written consent of the Party which is sought to be bound Neither Party will be liable for failure to perform any obligation under this Agreement to the extent such failure is caused by a force majeure event, including but not limited to acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike and other causes beyond the Party s reasonable control. The Party affected by the force majeure event will provide notice to the other Party within a commercially reasonable time and will resume performance as soon as is reasonably practicable This Agreement shall be construed in accordance with, and all disputes hereunder shall be governed by, the laws of the jurisdiction of the location of the home office of the Operator unless specified to the contrary in Annex A, without regard to conflict of law principles and shall be subject to the exclusive jurisdiction of the courts in such jurisdiction specified in respect of any obligation as between a Service Provider and Operator. (a) In the event of a dispute arising out of or in connection with this Agreement, either Party may call a meeting for the purpose of resolving such dispute or difference by service of not less than five (5) Business Days' formal written notice and each Party agrees to resolve the dispute first through the designated representatives and then through designated senior officers who shall co-operate in good faith to resolve the dispute as amicably as possible within thirty (30) days of service of such formal written notice. If such senior officers fail to resolve the dispute in the allotted time, then this dispute resolution procedure shall be deemed exhausted. (b) Damages alone may not be an adequate remedy for breach by the Service Provider and accordingly Operator shall be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach No single or partial exercise of any right or remedy under this Agreement shall preclude any other or further exercise of any other right or remedy in this Agreement or as provided at law or in equity. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy

10 provided at law or in equity. If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the parties hereby waive such provision to the extent that it is found to be invalid or unenforceable. Such provision may, to the maximum extent allowable by law, be modified by such court so that it becomes enforceable, and, as modified, will be enforced as any other provision of this Agreement, all the other provisions of this Agreement continuing in full force and effect Unless the context requires otherwise, in this Agreement the singular includes the plural, and vice versa, and words importing any gender include all genders. The headings contained in this Agreement are for reference purposes only and do not affect the meaning or interpretation of this Agreement Operator and Service Provider acknowledge and agree that GSMA is not a party to this Agreement and shall have no duty, obligation, responsibility or liability of any nature hereunder. GSMA is referenced in this Agreement for the sole and limited purpose of ensuring compliance by Service Provider with its duties and obligations under Clauses 5(k), 6 and 12 above. SCHEDULE 1 DEFINITIONS The following terms shall have the following definitions. Other terms used in the Agreement are defined in the context in which they are used and have the meanings there stated. 1.1 Abuse means, without limitation, any use of the Service, as defined below, that in Operator s reasonable opinion is for, or is reasonably likely to or results in (i) any illegal, abusive, annoying or offensive activities, including the commission or encouragement of any action that may reasonably constitute a criminal offence (including stalking or harassment), (ii) disrupting or interfering with any network computers or other devices (including the transmission of a virus or other harmful component), (iii) defamation or intellectual property infringement, (iv) interference with service provided by others, (v) consumption of excessive network capacity, and (vi) use of any GSMA or Operator Systems in any manner that seeks to avoid payment of any fees otherwise payable to a Party under this Agreement. 1.2 Affiliate means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such entity or one or more of the other Affiliates of that entity (or a combination thereof). For the purposes of this definition, an entity shall control another entity if the first entity (i) owns, beneficially or of record, more than fifty percent (50%) of the voting securities of the other entity, or (ii) has the ability to elect a majority of the directors of the other entity. 1.3 Applicable Law means all laws, regulations, license conditions and orders, rules and decisions of the municipal, local, state, provincial and federal governments or other authorities which are applicable to Operator or Service Provider. 1.4 Application means a software application or service (that uses the Service to confirm the identity of an End User. 1.5 Business Day means any day other than a Saturday, Sunday or statutory holiday in the jurisdiction where the Operator s head office is located. 1.6 Confidential Information means all information of each Party or a third party, including without

11 limitation, that Party s own know how and Information of any kind whatsoever, which is disclosed by one Party directly or indirectly to the other Party hereunder whether in writing (physically or electronically), visually or orally and which is designated as proprietary or confidential or which, under the circumstances, should reasonably be considered confidential. 1.7 End User means any third party consumer or recipient or user of the Application, including (but not limited to) a subscriber to an Operator who uses the Service to authenticate his or her identity. 1.8 End User Information means any information of any kind, including but not limited to, demographic or personal information, data or records relating to End Users and/or their use of the Application, including names, addresses, telephone numbers, account information, security information, usage statistics, communications exchanged or transactions conducted using the Application. 1.9 GSMA means the GSM Association, its Affiliates and their successors and assigns Intellectual Property means anything that is or may be protected by an Intellectual Property Right such as, but not limited to, works (including computer programs), performances, discoveries, inventions, trade-marks (including trade names and service marks), trade secrets, industrial designs, confidential information (including Confidential Information as defined herein), mask work and integrated circuit topographies Intellectual Property Right means any right that is or may be granted or utilized under any federal, provincial, state or local law regarding patents, copyrights, moral rights, trade-marks, trade names, service marks, confidential information (including Confidential Information as defined herein), industrial designs, mask work, integrated circuit topography, privacy, publicity, celebrity and personality rights and any other statutory provision or common or civil law principle regarding intellectual and industrial property, whether registered or unregistered, and including rights in any application, registration, license, sub-license, franchise or agreement for any of the foregoing Mark means trade names, trade-marks, service marks, logos, marks or other business identifiers of any entity Person means a natural person, partnership, limited liability partnership, corporation, joint stock company, trust, association, joint venture or other entity or governmental entity or group, and pronouns have a similarly extended meaning Personal Information means any information about an identifiable individual, including an End User or customer or prospective customer or employee of an Operator, that Service Provider obtains in the course of performance of its obligations under this Agreement Pseudo-anonymous Customer Reference ( PCR ) means a persistent unique reference returned by the Operator to the Service Provider Service means the Mobile Connect Service, which allows a Service Provider s end-users to authenticate, in connection with the Service Provider Service, a user account linked with the end user s mobile phone account. The service will identify the End User s Operator and enable the Service Provider to request, from this Operator, an authentication of the End User. The authentication provider for the Mobile Connect Service is the Operator Service Provider Marks means (i) the Marks of the Service Provider, and (ii) the Marks of the licensors of the Service Provider used in conjunction with the Service Provider Services Service Provider Service means each good and/or service sold and/or provided by independently

12 of Operators and pursuant to separate terms and conditions between the Service Provider and an End User for such Service Provider Service, the fulfillment of which requires identification of an End User Transaction means each individual use of the Service Use includes any act which, if committed without the proper authorization of the owner of an Intellectual Property Right, would constitute an infringement of such Intellectual Property Right. Mobile Connect Service Provider Standard Terms & Conditions February 2016