EVPL On Line 1.0

• Sublicense, distribute, disclose or allow third parties access to stand-alone API for use by a third party.  Consequently, the Company will not create an API that functions substantially the same as the API and offer it for use by third parties;
• Perform an action with the intent of introducing to Orange products and services any viruses, worms, defects, Trojan horses, malware, ransomware, DDOS or any items of a destructive nature;
• Use in any application that includes content or otherwise violates any applicable laws, or in any manner which would breach these Terms or any applicable laws or otherwise violate third party rights;
• Use in any manner that, as determined by Orange in its reasonable discretion, defame, abuse, harass, stalk, or threaten others or constitutes abusive usage;
• Interfere with or disrupt the API or the servers or networks providing the API;
• Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable laws;
• Use the API for any activities where the use or failure of the API could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems);
• Remove, obscure, or alter any Orange terms of service or any links to or notices of those terms.
• use the API to directly or indirectly use abusively of the EVPL Online service such as sending important volume of traffic to benefits legally or illegally from third party revenue (pay per click campaign…), or to try to overload remote servers for any means

6.2 Confidential Matters

• Company’s API credentials (such as passwords, keys, and client IDs) are intended to be used by Company only to identify and associate Company’s API activity with its application (including those activities on behalf of Company’s end customers and users).   All activities, uses and purchases (including breaches) that occur using such API credentials are the Company’s responsibility.  The Company will keep the API credentials confidential and will not sell, share, disclose, transfer or sublicense them to any other party other than authorized representatives, and make reasonable efforts to prevent and discourage other party from using Company’s credentials.  The Company will immediately notify Orange of any security breach of, or unauthorized use of Company’s API Credentials.  API credentials may not be embedded in open source projects.  Orange shall not be responsible for any losses arising out of the unauthorized use of Company’s API Credentials.
• Communications to the Company and the API may contain Orange confidential information.  Orange confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances.  If the Company receives any such information, then the Company will not disclose it to any third party without Orange’s prior written consent.  Orange confidential information does not include information that the Company independently developed, that was rightfully given to the Company by a third party without confidentiality obligation, or that becomes public through no fault of the Company. 

7- INTELLECTUAL PROPERTY

7.1               Resources and IP Ownership.   Except as otherwise provided in these Terms of Use , as between Orange and the Company, Orange retains all rights, title and interest, all intellectual property rights (including without limitation all patent, trademark, copyright, trade dress, trade secrets, database rights and all other intellectual property rights) embodied in or associated with (i) the API, all elements, components and executable of the APIs, and (ii) any content created or derived there from, and (iii) any branding features identifying that the licensed materials or services originate from Orange (collectively “Orange Branding”).  These Terms of Use  do not create any implied licenses and Orange expressly reserves all rights not expressly granted to the Company through these Terms of Use .  The Company shall not take any action inconsistent with Orange’s ownership of Orange Materials, including the API.

7.2                No Sublicensing .  Any license rights granted hereunder are granted exclusively to the Customer and may not be sublicensed, transferred or assigned, except as otherwise provided herein.

7.3                Open source software .  Some of the software packages, libraries, or components required by or included in Orange API are or may become licensed under an open source software license (“Open Source Components”).  To the limited extent that the Open Source Component license expressly supersedes these Terms of Use, Company’s use, reproduction and distribution of any such Open Source Components is governed by these Terms of Use  of the applicable open source software license and not these Terms of Use .

7.4               Public Announcements.  Neither Party shall issue any press release or make any public announcement pertaining to these Terms of Use without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), other than as may be required by applicable law or rules of any stock exchange. 

7.5               A Party shall not use the trademarks, trade names, logos, or other marks (“Marks”) and of the other Party without the prior written consent of the other Party. To use and display the Orange Branding, unless expressly stated in these Terms of Use or otherwise in writing, the Company shall obtain Orange’s prior written approval and use only in accordance with its branding and marketing guidelines as instructed by Orange from time to time.

8- ACCESS, USE AND SECURITY OF THE API

• Service availability: API is available 24/7 and Orange will use its best efforts to provide the API with high availability and response time.

However, Orange does not guarantee or warrant that the API will be available twenty four (24) hours a day.

• Notwithstanding the API may be subject to suspension at any time for technical or operational reasons (in particular but not limited to maintenance operation).Orange cannot be held responsible for the fraudulent use of the APIs, the Company shall use the APIs in accordance with approved standards in the industry.

9- Limitations of Use

9.1                 We may limit your use of the API to a specific number of calls, or to a specific volume of data (this list of limitations is not exhaustive) Orange further reserves the right to limit the rate and usage of its resources as it deems appropriate.

9.2                 Orange reserves the right to change or discontinue the method/availability of access to some or all of the API at any time to ensure the safety and security of its environment or otherwise.  Orange further reserves the right to add or remove features, or impose the requirement of fees for previously free features, or impose limits on certain features and services. In the event of degradation or instability of Orange’s API or in an emergency, Company acknowledges and agrees that Orange may, in its sole and absolute discretion, temporarily suspend/restrict its access to some or all of the API in order to minimize threats to and protect the operational stability and security of the Orange’s system.  Company’s continued use of the subsequent release version of the API will be deemed acceptance of the modifications.

9.3                 The Company must comply, and ensure its Application comply with the following, which is incorporated into these Terms by reference:

9.4                 The Company shall ensure its network, operating system, computer systems, databases and the software of its web servers (collectively, “Systems”) must be properly configured to securely operate its Application and related processes.

9.5                 The Company shall promptly inform Orange in writing any security deficiencies in, or intrusions to, its Systems, Application that are discovered (or notified) with necessary details if such intrusions could reasonably be expected to affect Orange, its network, Systems or the Orange Platform in any way.  The Company will work with Orange to immediately correct any security deficiencies, and will immediately disallow any access by intruders and/or disconnect any intrusions.  

10- Personal Data

• Orange processes no personal data through the API. The right to use API requires users to have a personal account on the Customer Portal and developer.orange.com. The management of your personal data and your rights is run by each website.

11- Resale

• Where the Company is authorized to resell Orange services to its customers or otherwise combining the services with its own products or services, on a non-exclusive basis in the territory as mutually agreed in writing, the Company shall order service(s) on behalf of its customers through Application(s) developed using Orange API.  Orange shall have the right to review and accept such orders. Upon written acceptance by Orange, Orange will notify the Company in writing the Orange service is operational.
• The Company acknowledges that all Electronic Submissions constitutes its agreement and intent to be bound by and to pay for all such agreements and transactions, which apply to all records and activities entered into through the Application, including without limitation acceptance of terms and conditions, prices, policies and/or contract(s), renewal of service period(s), request for cancellation.  

• Orange reserves the right to request advance payment or apply a maximum amount of any Orange service that can be ordered by the Company, in Orange’s sole discretion, after its reasonable commercial judgment of Company’s creditworthiness. 
• The Company shall be responsible for setting its own customer pricing and billing its customers, for all credit risk associated with such billing, and for the terms of its contracts with customers.  The Company shall pay all charges due to Orange under any Electronic Submissions and/or order(s), regardless of its ability to collect from from its customers. 
• The Company shall use and ensure its customers use Orange services, subject to these Terms of Use and in accordance with the following (“Orange Service Terms”) and any Applicable Law: 
• • Electronic Submissions and/or order(s),
  • Terms of Use
  • Specific Conditions relevant to  Orange service(s),
  • Framework Agreement

• In addition to the indemnity obligation in the Framework Agreement, the Company shall defend, indemnify and hold Orange harmless from and against any claim, suit, demand, loss, damage, expense (including reasonable attorneys’ fees and costs) or liability arising out of the Company’s resale and/or its customers’ use of Orange service or third party services otherwise than permitted under relevant Orange Service Terms.
• To the extent the Company and/or its customers selects third party services provided by a third party that interoperate with Orange Service, any purchase, subscription and/or use by the Company and/or its customers of such third party services is solely the responsibility of Reseller and the applicable provider.  Orange does not warrant or support such third party services.

12- CONDITIONS OF CHANGES AND WITHDRAWAL OF THE API

• The data and functions of the Orange APIs may change over time. It is your responsibility to ensure that calls or requests you make to the Orange APIs are compatible with our then-current API. Although we try to avoid making changes to THE API that are not backwards compatible, if any such changes become necessary, we will use reasonable efforts to let you know thirty (30) days prior to implementing those changes.
• Notwithstanding Article 3 - TERM AND TERMINATION of the Orange APIs Terms of Use, Orange will inform the Company of the termination of The Orange APIs one (1)-month in advance of the date of the termination, without prejudice of any claim for damages

13- LIABILITIES

• Data Liability: While Orange makes every effort to ensure that the contents of THE API are accurate and up to date, Orange does not warrant that the Data is free from errors or omissions. Orange does not accept responsibility for any error or omission on THE API or information derived there from.
• Limit of Liability. Each party’s total cumulative liability arising from or related to these terms of use, whether in contract or tort or otherwise, will be subject to limitation of liability clause contained in the framework agreement.
• Disclaimer of Warranties.  Except as expressly set forth herein or prohibited by applicable laws, orange makes no representations or warranties regarding  the api or its use, express or implied, either in fact or by operation of law, statutory or otherwise, including, without limitation, warranties of merchantability or fitness for a particular use, non-infringement and title, free from viruses, errors, interferences, hacking, cyber-attacks and any warranties arising from a course of dealing, usage, or trade practice.