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Developer Portal Access Terms & Conditions

This Mobile Connect Developer Portal Agreement (the “Agreement”) is entered into by and among the person agreeing to the terms and conditions of this Agreement by clicking "Register" at , or by any person or entity who uses the Mobile Connect Developer Portal (the “Portal”) or associated Services, or the entity upon whose behalf the person is acting, (“Developer”) and GSM Association, with offices at Floor 2, The Walbrook Building, 25 Walbrook, London EC4N 8AF, United Kingdom (“GSMA”). The date of this Agreement (the “Effective Date”) is the date Developer indicates its acceptance of the terms and conditions of this Agreement or starts to use the Portal or associated Services. Developer and GSMA may be referred to herein each as a “Party” and collectively as the “Parties”.

By so clicking "Register" when registering for and accessing the Portal and the service available thereon, (“Service”) or by using the Portal or Services, Developer (i) represents that the person accepting this Agreement or accessing the Service has the requisite authority to accept this Agreement on behalf of Developer, and (ii) agrees to be bound by the terms and conditions contained in this Agreement as of the date of acceptance.

WHEREAS, GSMA wishes to make available the Service to the Developer 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 Developer and GSMA.

3. Pricing.

Developer agrees to pay to GSMA prices, if any, as such prices may be set forth at prices for use of the Service.

4. Access to the Service.

4.1 Subject to the terms and conditions of this Agreement, GSMA shall provide Developer with access to the Service, as determined by GSMA from time to time. In addition to GSMA’s other rights hereunder and without limiting any such rights, GSMA shall be entitled, at any time and from time to time, in its sole discretion, to suspend or shut down Developer’s access to the Service. The Service may be unavailable from time to time due to maintenance, outages and for other business reasons. Developer acknowledges and agrees that GSMA reserves the right, in its sole discretion and without notice to Developer, to make changes from time to time in any aspect of the Service. At all times during the term of this Agreement, Developer shall use the Service appropriately and in such reasonable volumes as intended and for the purposes intended, as determined by GSMA in the exercise of its reasonable discretion (“Fair Usage”). GSMA may utilize technical measures to prevent over usage or stop usage of the Service by an Application after any usage limitations are exceeded or that otherwise fails to constitute Fair Usage. GSMA may limit the throughput or number of the Transactions over the Service either for an individual Application or Developer service, all Applications or Developer Services or across all Applications or Developer Services. The number of daily Transactions over the Service may not exceed the cap set out in Exhibit 1, attached hereto and incorporated by reference. GSMA may change such usage limits at any time. The resale of the Services by Developer or any other person is prohibited.

4.2 In addition to the foregoing, GSMA shall have the right to suspend or shut down access to the Service by an Application or Developer Service immediately if GSMA reasonably suspects, determines, or is informed that:

(a) There is a malfunction, security breach, unauthorized or fraudulent access, Abuse or incorrect configuration or use of the Service or GSMA’s facilities;

(b) Developer has sought to hack or breach any security mechanism of the Service;

(c) Developer’s use of the Service poses a security or service risk to GSMA, to a Mobile Network Operator or to any End User, or may subject GSMA or any MNO or any End User to liability or damages or danger;

(d) Developer has used or is using the Service in a way that disrupts or threatens the Portal a MNO’s network;

(e) Developer has used or is using the Service other than as expressly permitted by this Agreement;

(f) Developer’s use of the Service fails to constitute Fair Usage;

(g) Developer 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; or

(h) The provision of the Service to Developer is prohibited by any applicable law, or has become impractical or unfeasible for any legal or regulatory reason.

5 Obligations of Developer.

In addition to its other obligations under the other terms and conditions of this Agreement, Developer will:

(a) Utilize the Service pursuant to this Agreement;

(b) Follow all applicable GSMA and MNO guidelines, codes of conduct and policies set forth in this Agreement or in the Portal and maintain the confidentiality of all user information provided to the Developer via the Service;

(c) Conduct all marketing and selling of the Applications or Developer Services;

(d) Ensure that no marketing messages refer to GSMA or utilize any brand or logo of GSMA without specific prior written agreement of GSMA;

(e) Ensure that the Applications are virus free and are not abusive, malicious or create spam;

(f) Comply with all applicable regulatory rules and regulations;

(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 Information is disclosed to any third party other than the End User’s serving MNO, 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 End User Information provided by an End User, for any purpose other than providing an identity authentication service to the End User;

(k) Use the Mobile Connect mark only if Developer has executed the Mobile Connect Marketing License Agreement found at https://developer.mobileconnect.io/licence after the registration process found https://developer.mobileconnect.io/user#overlay=user/agree;

(l) Be solely responsible for the Developer Services. GSMA does not assume liability or responsibility whatsoever with respect to the Developer Services, including but not limited to the use or misuse thereof;

(m) Not use the Sandbox to load test Applications; and

(n) Maintain the privacy/security of any passwords used to access the Portal.

6. End User Use of Developer Services.

Neither GSMA nor any MNO shall be responsible for any End User use or misuse of any of the Applications or Developer Services (including, without limitation, any copying and/or forwarding of same).

7. Acknowledgements, Representations and Warranties.

7.1 Developer represents and warrants to GSMA 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 or Developer Services 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, (v) all use of the Service shall constitute Fair Usage, and (vi) it complies and will continue to comply with these terms and conditions and other policies of GSMA, if any, all as set out on the Portal, as such may change from time to time.

7.2 Developer further represents and warrants to GSMA that all of the information provided by it to GSMA when registering with GSMA 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 GSMA PROVIDES THE SERVICE “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” DEVELOPER BEARS THE RISK OF USING THE SERVICE IN ITS APPLICATION(S). TO THE EXTENT PERMITTED BY LAW, GSMA, ON BEHALF OF ITSELF, ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES, EXCLUDES AND DEVELOPER EXPRESSLY WAIVES ALLWARRANTIES OR CONDITIONS (WHETHER EXPRESS, IMPLIED OR STATUTORY), INCLUDING THOSE OF PRODUCT LIABILITY, AVAILABILITY OR RELIABILITY OF THE SERVICE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT, RELATING TO ANY GSMA SERVICES. WITHOUT LIMITING ANY OF THE FOREGOING, GSMA EXPRESSLY DISCLAIMS AND DEVELOPER EXPRESSLY WAIVES ANY WARRANTIES THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

7.4 Developer acknowledges and agrees that GSMA 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 Developer acknowledges that GSMA may interrupt access to the Service in case of emergency or in order to provide maintenance in respect of the Service.

8. Changes to the Service.

8.1 Please regularly check the GSMA’s Website at https://developer.mobileconnect.io/terms-conditions for any changes to the Service or the terms and conditions of this Agreement, or both. Developer’s continued use of the Service will be deemed to be acceptance of any changes to the Service or terms and conditions of this Agreement, or both, notified by GSMA by posting at the foregoing URL. If Developer does not accept any changes to the Service or the terms and conditions of this Agreement, or both, Developer must cease using the Service immediately.

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 a Party and either provided to the other 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 the 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 the other Party’s Intellectual Property Rights.

9.3 GSMA shall own all right, title and interest in and to any GSMA trademarks and shall have the sole right to determine the treatment of such marks.

9.4 Developer shall own all right, title and interest in and to any of its Applications or Developer Services that make use of the Service.

9.5 Property rights of Developer. GSMA acknowledges and agrees that GSMA does not acquire any rights, express or implied, in the Applications, the Developer Services or the Developer Marks other than those specified in this Agreement.

10. Confidential Information.

10.1 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.

10.2 For a period of ten (10) years after the receipt of the Confidential Information hereunder, 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.

10.3 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.

10.4 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.

11. Term and Termination.

11.1 This Agreement shall commence on Developer’s first use of the Service, and shall continue for so long as Developer is using the Service, unless this Agreement is otherwise terminated in accordance with herewith.

11.2 GSMA may, at any time, immediately, at its sole option, suspend the Service in whole or in part, or terminate this Agreement if:

(a) GSMA is required to do so by law; or

(b) Developer declines to accept any new terms or version of the Service or this Agreement, or both.

11.3 GSMA may terminate this Agreement for any reason upon fifteen (15) days’ written notice to Developer by email.

11.4 Either Party may terminate this Agreement immediately upon written notice to the other Party if that other Party files a petition in bankruptcy, becomes insolvent, goes into receivership or dissolves.

11.5 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.

11.6 GSMA may terminate this Agreement and the Service without liability or penalty upon written notice to Developer for breach of this Agreement, for any other reason specified in this Clause 11.6, or for any reason similar thereto. Without limiting the foregoing and as clarification only, GSMA may terminate this Agreement immediately and without notice if:

(a) Developer seeks to hack or breach any security mechanism related to the Service;

(b) GSMA determines that Developer’s use of the Service poses a security or service risk to GSMA, any MNO or to any End User, or may subject GSMA, any MNO, or any End User to liability or damages or danger;

(c) Developer uses the Service in a way that disrupts or threatens the Service;

(d) Developer uses the Service other than as expressly permitted in this Agreement, including, without limitation any use that fails to constitute Fair Usage;

(e) GSMA receives notice or otherwise determines, in its sole discretion, that Developer 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; or

(f) GSMA, in its sole discretion, determines that the provision of the Service to Developer is prohibited by any Applicable Law, or has become impractical or unfeasible for any legal or regulatory reason.

11.7 Upon a termination of the Service, Developer shall notify its End-Users of same and shall be responsible for any support required following such termination.

11.8 Developer may terminate the Agreement for any reason or no reason at all, at Developer’s convenience, by providing notice to GSMA that it is ceasing to use the Service.

11.9 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 the terms and conditions that, by law or by their nature should survive, shall survive the termination or expiry of all or any part of this Agreement.

12. Indemnification.

Developer assumes all risks and liability inherent in all uses of the Service. Developer shall take all necessary measures to avoid any damage to GSMA. Developer shall indemnify, hold harmless and defend GSMA (including its 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 Developer, its officers, directors, employees, subcontractors, or agents, arising in connection with Developer’s use of the Service provided under this Agreement, (ii) directly arising out of or in any way connected with any claim alleging that an Application or Service 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 Developer or of any personnel employed by, or agents of, Developer, (iv) any claim arising from or otherwise related to the Developer services including, without limitation, any product liability claims, and (v) any and all breaches by Developer of any representations, warranties, covenants, terms or conditions of this Agreement. If Developer agrees that such claim or suit is fully covered by this indemnity provision and so long as Developer 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 GSMA. If Developer 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 Developer’s obligations hereunder. Upon request by Developer, GSMA shall provide reasonable cooperation, information, and assistance (at Developer’s expense) in connection with Developer’s defense or settlement of any claim.

13. Limitation of Liability.

13.1 Subject to Clause 13.2:

(a) 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; and

(b) a Party’s liability to the other under or in connection with this Agreement (but excluding any liability under Clause 12) shall be capped at one thousand Euros (€1000).

13.2 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.

14. Release and Waiver.

To the maximum extent permitted by Applicable Law, Developer hereby releases and waives all claims against GSMA 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 Developer’s use of the Service.

15. Audit.

15.1 The Service is offered to Developer to enhance the Application(s). GSMA reserves the right to investigate the Application(s) or Developer Service(s) for compliance with the terms of this Agreement. Such investigation may involve GSMA’s accessing and using the Application(s) or Developer Service(s). Developer hereby consents to any such investigation.

15.2 Developer shall retain all relevant information related to its compliance with the terms of this Agreement for the term of this Agreement 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 of this Agreement and once after the expiry of such term, GSMA 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 Developer’s books and records relating to Developer’s compliance with the terms of this Agreement; provided that such audit shall be treated as Confidential Information of the Developer.

16. Notices

16.1 Developer shall provide notice to GSMA of any change of: address, company name, or contact person by updating details stored in the Portal.

16.2 All notices under the terms of this Agreement shall be given in writing and sent electronically, with a read receipt acknowledgement, 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 Developer, at the contact information provided by Developer as part of Developer’s registration for the service.

(b) If to GSMA:
Mobile Connect Developer Portal Manager
The Walbrook Building,
2nd Floor,
25 Walbrook,
London
EC4N 8AF, UK

Any notice (i) sent electronically shall be deemed to have been given and received as of the date of the read receipt, (ii) 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

17. General.

17.1 This Agreement is non-exclusive and nothing in this Agreement may be construed as restricting GSMA from entering other, similar agreements with other developers, or Developer from entering into similar agreements with other platform providers.

17.2 Developer may not assign this Agreement or any rights or obligations hereunder without the written consent of GSMA. GSMA may, in its sole discretion, assign its rights and obligations under this Agreement to an Affiliate or to a third party.

17.3 This Agreement is binding upon and ensures to the benefit of the personal representatives, successors and permitted assigns of the Parties.

17.4 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. Developer shall ensure that neither it nor its agents or employees shall act or hold themselves out as agents or employees of GSMA. No Party shall have the authority to bind another Party without the prior written consent of the Party which is sought to be bound.

17.5 Neither Party will be liable for failure to perform any obligation under these Terms 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.

17.6 This Agreement shall be construed in accordance with, and all disputes hereunder shall be governed by, the laws of England and Wales without regard to conflict of law principles and shall be subject to the exclusive jurisdiction of the courts in London, England in respect of any obligation as between a Developer and GSMA.

17.7 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 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.

17.8 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.

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 GSMA’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, spam or phishing), (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 GSMA or Developer.

1.4 “Application” means a software application or service that uses the Mobile Connect Service to authenticate an End User with a MNO.

1.5 “Business Day” means any day other than a Saturday, Sunday or statutory holiday in the United Kingdom.

1.6 “Confidential Information” means all information of each Party or a third party, including without 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 an Application, including (but not limited to) a subscriber to an Operator who uses the Mobile Connect Service, via an Operator, to authenticate his or her identity.

1.8 “End User Information” means any information of any kind, including but not limited to, the End User’s Operator, 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 an Application.

1.9 “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.

1.10 “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.

1.11 “Mark” means trade names, trade-marks, service marks, logos, marks or other business identifiers of any entity.

1.12 “Mobile Connect Service” means a service which allows a Developer’s end-users to authenticate, in connection with an Application or the Developer’s Service, a user account linked with the End User’s mobile phone account. Mobile Connect will identify the End User’s Operator and enable the Developer to request, from this Operator, an authentication of the End User. The authentication provider for the Mobile Connect Service is the Operator.

1.13 “MNO” or “Operator” means a provider of wireless service who provides the Mobile Connect Service to its End Users.

1.14 “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.

1.15 “Personal Information” means any information about an identifiable individual, including an End User or customer or prospective customer or employee of an Operator, that Developer obtains in the course of performance of its obligations under this Agreement, not including the name, title or business address or telephone number of any Operator employee.

1.16 “Service” means the Mobile Connect Developer Portal Service, which allows a Developer to register an account and associated applications which will work with the Mobile Connect Service. In addition, the “Service” allows a Developer to view and accept MNO’s Mobile Connect Service Terms and Conditions, when available. The “Service” also allows Developer to request access to the MNOs Mobile Connect Service for specific Applications. The Mobile Connect Developer Portal also provides associated reference documentation, and a sandbox test environment for use by Developers when evaluating the Mobile Connect Service or when designing software using the Mobile Connect Service.

1.17 “Developer” means an individual or entity that creates an Application or a Developer Service offered to End Users and uses the Mobile Connect Service as a means for such End Users to authenticate their identity in connection with the Application or Developer Service.

1.18 “Developer Marks” means (i) the Marks of the Developer, and (ii) the Marks of the licensors of the Developer used in conjunction with the Developer Services.

1.19 “Developer Service” means each good and/or service sold and/or provided by independently of Operators and pursuant to separate terms and conditions between the Developer and an End User for such Developer Service, the fulfillment of which requires authorization by or information about an End User.

1.20 “Transaction” means each individual use of the Discovery API, Logo API or the Sandbox APIs.

1.21 “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.

EXHIBIT 1

Develop is not permitted to exceed the following number of Transactions per day:

During Developer’s testing phase, when a Developer’s Application is not yet provisioned with any MNO.

Post testing phase, when a Developer’s Application is provisioned with one or more MNOs, Developers usage of the Service is subject to the Fair Usage requirement.

GSMA Mobile Connect Developer Portal Access Terms & Conditions – February 2016