ORANGE CAMARA APIS IN SANDBOX VERSION
Terms & Conditions
The first Orange Camara APIs are available in Sandbox version at Orange Labs and available on the Orange Developer Website pages related to Camara APIs (the “ APIs”). These terms and conditions constitute the agreement applicable between Orange and the User in respect of the latter’s use of any Sandbox APIs (the “Terms”). To use a Sandbox API, the User must first agree to be bound with full and unreserved acceptance by these Terms. Individuals agreeing to the Terms on behalf of a company, organisation, or legal entity represent and warrant that they have the right and authority to act in the name and behalf of such company, organisation, or legal entity, to bind such company, organisation, or legal entity to the Terms, and to perform fully the obligations under these Terms.
1. Definitions:
API Client means the website(s) and/or application(s) in connection with which the User uses the Sandbox APIs.
Confidential Information has the meaning set forth under Article 7.
Feedback has the meaning set forth under Article 6.3.
Orange means Orange SA a ‘société anonyme’ (the French equivalent of a UK ‘public limited company’ or a US ‘public corporation’), with share capital of 10 640 226 396 €, registered with the Nanterre Commercial Trade and Companies Registry under the number 380 129 866, having its registered office at 111, quai du Président Roosevelt, 92130 Issy-les-Moulineaux, France (VAT registered: FR 89 380 129 866).
Orange Developer Website means the Orange website used to distribute and manage the Sandbox APIs. Orange Marks means the trade and service marks owned and managed, in France and abroad, directly or indirectly by Orange.
Personal Data means any information relating to an identified or identifiable natural person ("data subject") such as an individual’s name, social security number, financial account numbers (e.g. credit or debit card number or bank account information), account passwords and passcodes, driver’s license and/or government-issued identification number, mother’s maiden name and healthcare records. An identifiable person is one who can be identified, directly or indirectly, in particular via an identification number or one or more factors specific to their physical, physiological, mental, economic, cultural or social identity.
Private Key(s) means the User’s Orange Developer Website account password and any API key (Client ID and Client secret) provided to allow the API Client to access a Sandbox API.
Test means the evaluation of the integration of the Sandbox APIs proposed by Orange in the User’s own web or mobile application.
User means:
- an individual acting for themselves and on their own behalf, or
- a company, organisation, or legal entity and any individual logging in to an Orange Developer
Website account created by Orange upon request of such company, organisation, or legal entity
to access to the Sandbox APIs, it being specified that the User can act as (i) editor, developer and/or distributor of the API Client or (ii)
aggregator or distributor of Orange API(s).
2. Registration:
2.1 The User may not use any Sandbox APIs and may not accept these Terms (i) unless the User is of
legal age to form a binding contract and (ii) if the User is barred from using or receiving Sandbox APIs under the laws of any country.
2.2 In order to access Sandbox APIs, the User may be required to provide certain information relating to themselves or to the individuals involved in the Test and acting for the User. The User agrees to keep any information provided accurate and up to date for the duration of the Test.
2.3 The User agrees to treat their Orange Developer Website account and any Private Keys
associated with it as Confidential Information, and to use them only in accordance with these Terms and as otherwise instructed by Orange. Therefore, the User represents and warrants that they will protect such elements from unauthorised access, use, disclosure, alteration or destruction and will immediately notify Orange in writing if they have any reason to believe there has been a compromise of any of their Private Keys.
2.4 By submitting any information, whether personal or non-personal information (e.g. a description of the User’s service or application) or material to Orange, the User grants Orange a restricted right to use such information or material for the sole purpose of putting the User in contact with relevant people at Orange. The User’s information or material will not be used for any other purposes and will remain confidential within Orange. In the event that the User has the opportunity to work with Orange, any of its Affiliates and/or business partners and wishes to use any services provided by Orange (including the distribution of the User’s service or application), specific agreements will apply to such services and suitable rights of use will be granted.
3. Provision and use of Sandbox APIs:
3.1 General principles
Orange offers to provide remote access to the resources of a private 4G network via the Sandbox APIs, one or more 4G terminals (marketed or prototype models), and SIM cards operating on Orange’s 4G network, terminals and SIM cards located on the premises of Orange (hereinafter collectively referred to as the "Equipment").
The Equipment made available to the User by Orange for the duration of the Test is and remains the property of Orange and/or the third party for which Orange holds the necessary rights to provide the Equipment.
The User shall immediately notify Orange of any malfunction, breakdown and/or damage affecting the Equipment as soon as it becomes aware of such, so that Orange can take the necessary steps to remedy the situation.
The User is hereby informed that it is their responsibility to delete any data they may have deposited during the Test on the various equipment they may have used.
3.2 Relationships between Orange and the User
The Terms shall in no way be interpreted as constituting a corporate act, an organization with legal personality, a joint venture or a de facto partnership, each of Orange and the User retaining their full and complete legal independence.
Neither Orange nor the User shall act in the name of and on behalf of the other. Orange and the User shall remain solely responsible, in particular with respect to their own customers, actions, commitments, products or services, and personnel.
3.3 Resources
The User undertakes to ensure that they, their personnel or individuals involved in the performance of the Test have the necessary qualifications and means.
The User undertakes to indicate to Orange the identity of any individual designated to use the Sandbox API prior to their usage. Any significant change in the User’s personnel or individuals involved shall be notified in writing to Orange.
3.4 Use of Sandbox APIs
Orange grants the User a limited right to use Sandbox APIs for the purpose set out in these Terms. Orange retains all rights, ownership, interest in, and intellectual property rights related to Orange’s implementation of the Sandbox APIs.
The User will use Sandbox APIs only as permitted by law.
The User will not perform actions with the intent of introducing into Orange networks, products or services any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.
The User will only access (or attempt to access) a Sandbox API by the means described in the Terms and the documentation governing that Sandbox API.
Orange may monitor, control and restrict the use of Sandbox APIs to ensure quality, improve its own products or services, and verify the User’s compliance with these Terms.
Orange may at any time modify either the content of the Orange Developer Website or the contractual, technical or access conditions of any Sandbox API (notably by modifying, deprecating or removing a Sandbox API), after giving notice to the User at least 48 hours before the modification comes into effect.
4. Obligations of Orange:
Orange will be responsible for the following:
- providing remote access to the resources of a private 4G network via the Sandbox
APIs, including mobile phones and Sim cards;
- providing support to Users;
- providing Sandbox API documentation and access to Sandbox APIs (via Orange Developer).
5. Obligations of the User:
The User will be responsible for the following:
- creating the code to integrate the Sandbox APIs in their application;
- providing all necessary requirements needed by the application (Internet
access requirements IP/Ports/specific services);
- providing the required expertise to develop the application;
- using the provided Sandbox APIs fairly;
- providing Orange with Feedback about the Sandbox APIs, their documentation, use case descriptions, the adequacy of the Sandbox API features for the use cases, and testimonials.
6. Intellectual Property Rights
For the purpose herein,
- « Previous Knowledge » means any information, technical knowledge, Software, product or
process of any kind, know-how, whether protected by intellectual property rights, acquired, or
developed by either Orange or the User prior to the Test or independently of it.
- “Software” means any copyrighted computer program and its associated specifications and
documentation,
6.1 No development is planned between and by Orange and the User during the Test.
6.2 Orange and the User shall retain property of their own respective Previous Knowledge.
Nothing in this Agreement shall be interpreted as transferring property in any way.
6.3 The User will provide demonstration of the use cases, technical and functional feedback
on the Sandbox APIs, and suggestions to Orange during the Test ("Feedback"). Orange is
deemed authorised to use that Feedback without restriction and without obligation to
the User.
6.4 The User expressly acknowledges that they have no rights whatsoever, and in any
capacity whatsoever, over the Orange Marks which are the exclusive property of
Orange.
If the User wishes to use the Orange Marks in the context of a communication or in any
other context, the User undertakes to obtain the prior written consent of the owner of
the Orange Mark concerned.
7. Confidentiality
For the purpose herein:
“Affiliate” means an entity, directly or indirectly, controlling, controlled by, or under the same control as a party, where “control” means ownership of at least 50% of the share capital of the entity in question.
« Confidential Information » means all information, of any type (such as data, ideas, concepts, patents, trademarks, software, know-how, experiments, plans, drawings, models, designs,
specifications, meeting reports, code, any information concerning the Test or relating to the technology implemented or evaluated for its realization) and of any nature (whether the information is of a technical, commercial, financial, administrative or other nature), communicated in any type of form (written, oral or visual) and whatever the support (paper, drawing, computer readable support, etc.), which is designated as confidential by the disclosing party by any means (e.g. stamp, legend or other written indication) and within a reasonable delay of its disclosure. In addition, any software and its associated source code communicated by either the User or Orange for the purposes of the Test shall in any event be considered as “Confidential Information”.
7.1 It is understood that each of Orange and the User undertakes to respect and ensure the respect of the utmost confidentiality with regards to the Confidential Information communicated to them by the other party, and not to make any use thereof outside the execution of the Test without the authorization of the other party.
7.2 Each of Orange and the User agrees, in particular, that the Confidential Information received from the other party: (i) will not be disclosed, directly or indirectly, to any third party or to any person other than its employees, legal representatives, directors and officers who need to know such information for the performance of the Test, except with the prior written consent of the other party. However, disclosure of Confidential Information to an Affiliate is not considered as a breach of Article 7.2(i);(ii) will not be copied, reproduced or duplicated, in whole or in part, on the same or any other support, when such copies, reproductions or duplicates have not been expressly, previously and specifically authorized by the other party.
7.3 This obligation of confidentiality shall not apply to any information or material that a receiving party is able to establish:
(i) was publicly available prior to the date of its disclosure, or would become publicly available after the date of such disclosure, through no fault of the receiving party or breach of the Terms;
(ii) it was already known to the receiving party at the time of the disclosure;
(iii) it was transmitted to the receiving party without breach of any obligation of confidentiality by a third party in legitimate possession of the information;
(iv) is otherwise agreed, in writing, by Orange and the User to be no longer considered as Confidential Information.
(v) it was obtained by the receiving party through independent developments undertaken by its personnel without the use of confidential information received from the other party.
8. Responsibility
Orange and the User shall be liable for direct damages they cause to the other during the Test.
Accordingly, each of Orange and the User shall be liable for the financial consequences of any action which may arise in this context.
Except for the provisions of the Article "Personal Data", Orange and the User are each bound by an obligation of means in the execution of the Terms.
Except as otherwise provided in the Terms, Orange and the User waive any liability for consequential damages such as, but not limited to, lost profits, loss of goodwill, business interruption.
9. Corporate Social Responsibility
Each of Orange and the User undertakes to comply, and to require its co-contractors, subcontractors and any legal person under its control to comply with the applicable national, European and international rules on ethical standards and responsible behaviour, including but not limited to rules relating to human rights, environmental protection, human health, human safety and sustainable development, the guiding principles of the OECD, those of the United Nations and ILO standards (hereinafter referred to as the "CSR Rules"). Within this framework, Orange and the User each undertake in particular, and require its co-contractors, subcontractors and any legal person under its control, (i) not to resort to modern slavery, child labor as defined by ILO-IPEC and trafficking in human beings and (ii) to combat all forms of discrimination.
Furthermore, in accordance with French law n°2017-399 of 27 March 2017 relating to the duty of vigilance of parent companies and ordering companies, Orange and the User each undertake not to violate human rights, the health and safety of persons and the environment in the exercise of their activities.
Orange and the User each undertake upon the first request to provide the other party with all information and data necessary for the purposes of (i) complying with any legal reporting obligations and (ii) implementing the CSR Rules.
To guarantee compliance with the CSR Rules throughout the duration of the Test, Orange and the User each undertake to comply at any time with requests from either Orange or the User to obtain from the other party all the elements justifying its compliance with the CSR Rules. Orange and the User each undertake to notify promptly the other party of any violation of the CSR Rules of which it becomes aware, and the latter shall implement all appropriate means to remedy such violation as soon as possible and to inform the party which notified the breach of the violation of the corrective actions taken.
10. Compliance
10.1 The development of Orange and the User is founded on a set of values and principles outlined for Orange, specifically, in its Code of Ethics and Anti-Corruption Policy, available on the Orange corporate website (www.orange.com or https://gallery.orange.com/rse#v=d20662f2-c8b6-43ba-ae0b-54fe33bcbd0c).
10.2 These texts reflect the commitment by Orange and the User to comply with legal and
regulatory provisions linked to their business. In this regard, Orange and the User agree to comply with:
- (i) all legal and regulatory provisions in terms of combatting corruption and influence peddling, notably including, the French criminal code, law no. 2016- 1691 of December 9, 2016 regarding transparency, the fight against corruption and the modernization of the economy (the “Sapin 2 Law”), the US Foreign Corrupt Practices Act, the UK Bribery Act, and any other legislation or regulation against corruption which is applicable in connection with these Terms,
- (ii) national, European, and international legal and regulatory provisions in terms of international economic sanctions (hereinafter “the Economic Sanctions”), specifically including embargoes, bans and/or restrictions against certain countries, individuals or entities, when applicable, notably those issued by the United Nations, European Union, its Member States or the United States,
(i) and (ii) are hereinafter referred to as the “Compliance Rules”.
10.3 Orange and the User each represent and warrant that they, their officers, their representatives and their “primary shareholders and/or primary beneficiaries” (defined for the purposes of the Terms as any individual or legal entity which directly or indirectly holds more than 50% of voting rights in Orange or the User, either individually or jointly, or which directly or indirectly controls it, individually or jointly) are not subject to Economic Sanctions.
10.4 In the event of a modification of the legislative and/or regulatory framework, as well as any judicial decision or any ruling by an authority responsible for enforcing the Compliance Rules which could require an amendment of the Terms in view of the Compliance Rules, Orange and the User undertake, if this amendment is possible, to discuss it in good faith, and to reach an agreement within one month.
10.5 Orange and the User each warrant that they:
(i) have effectively implemented and maintain appropriate prevention, detection and remedial measures, including, with their officers, employees, representatives, and controlled companies involved in the contract fulfilment, notably, in order to comply with the Compliance Rules,
(ii) ensure that their subcontractors, suppliers and other business partners in connection with the Test agree to comply with the Compliance Rules.
10.6 Orange and the User each undertake to:
(i) grant promptly the other party’s requests in relation to evidence of application of the aforementioned measures at any time,
(ii) inform the other party of remedial measures put in place to observe the Compliance Rules, if the other party is aware of an infringement of these Compliance Rules (by themselves or via any other party) and requests them.
11. Data Protection
The Personal Data of individuals related to the User in the framework of the Test are collected within the context and under the terms and conditions of the Orange Developer Website
(https://developer.orange.com).
For more information, individuals can send their request to the following address:
contact.developer@orange.com.
12. Costs and expenses
The User’s participation in the Test will be free of charge.
The objective of the Test being to test in advance the Sandbox APIs proposed by Orange, the User and Orange shall bear their own respective costs and expenses resulting from the Test.
13. Communication
Orange and the User agree that any external communication operation, in any form and on any support, relating to the Test, its purpose, the Feedback, its content or its consequences, shall be subject to prior discussion and written agreement between Orange and the User.
14. Prohibition of transfer to third parties
Any transfer of the Terms or the right to participate in the whole or part of the Test to a third party is strictly forbidden.
15. Applicable law / Competent jurisdiction
15.1 The Test, the Terms and any matter of application or interpretation of the Terms shall be governed by and construed in accordance with French law.
15.2 All disputes, controversies or matters arising out of or relating to the Test and/or to the
Terms shall first be referred to Orange in written form up to one month following the end of the Test at the latest, to be settled amicably.
15.3 If the dispute, controversy, or matter is not settled amicably within thirty (30) days following its notification to Orange, the dispute shall be finally settled by the Paris court.
16. Force Majeure
Orange shall not be deemed to have failed in its obligations hereunder and will not be liable for damages if the performance of the Test or its content are amended, shortened, cancelled, delayed or modified, in whole or in part, by an event of force majeure or any cause beyond Orange’s control. Is considered as a case of force majeure, any fact or event that meets the definition of the French Civil Code or that has been considered as such by a court.
17. Duration - Termination
17.1 These Terms shall enter into force on the date of their acceptance by the User for a period of 6 months. The Terms are not tacitly renewable. However, the provisions of Article 6 “Intellectual Property Rights”, Article 7 “Confidentiality” and Article 13 “Communication” shall survive the term of the Terms for a period of three (3) years from the effective term of the Test.
17.2 Orange reserves the right to terminate the Test immediately upon notice to the User
where it is determined that:
• the User’s use of the Sandbox APIs raises a security risk to Orange’s systems, or
• the User’s use of the Sandbox APIs is for fraudulent usage, or
• the User is in breach of the Terms.
In such cases, Orange will immediately remove the User’s right to access or use any portion or all of the Sandbox APIs and Equipment.
17.3 The User can interrupt their participation in the Test at any time upon prior written notice to Orange. In such cases, Orange shall be entitled to demand immediately the return of the material and Equipment belonging to them.
17.4 Upon termination, Orange shall be entitled to demand the return of any material belonging to them.
18. Insurance
Orange and the User shall take out and/or maintain in force throughout the term of the Test insurance policies adequately covering the risks incurred and caused to property and persons in connection with the performance of the Test.
19. Miscellaneous
19.1 Any modification of the Terms shall be communicated to the User by email and become effective on such date. Any User is deemed to have accepted it by the mere fact of their participation in the Test, from the effective date of the modification. Any User refusing the change(s) shall be deemed to waive their right to participate in the Test.
19.2 Orange and the User undertake, for the duration of the Test and for a period of 6 months after its end or its termination, not to solicit the personnel of the other party or of its Affiliates involved in the Test for the purpose of poaching.
19.3 The invalidity, illegality or unenforceability of any of the provisions of these Terms shall not affect the validity, legality and enforceability of the remaining provisions of theseTerms.