FirstNet Developer Terms and Conditions

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU, AN APPLICATION DEVELOPER, (“YOU”) AND AT&T CORP. ON BEHALF OF ITSELF AND ITS AFFILIATES (COLLECTIVELY “AT&T”).

FIRSTNET DEVELOPER PROGRAM AGREEMENT

 

THIS FIRSTNET DEVELOPER AGREEMENT (this “Agreement” or “Master Developer Agreement”) is entered into as of the date you click to Review and Accept the terms hereof. 

 

WHEREAS, AT&T wishes to extend to You the ability to join the FirstNet Developer Program and allow you to access the Developer Site;

WHEREAS, AT&T provides an internet-based marketplace solely for approved members of the public safety community (“FirstNet App Catalog”) that allows End Users to browse, download, buy, and manage subscriptions to Applications;

WHEREAS, AT&T wishes to grant You the opportunity to submit Your Applications for review and, if accepted, publishing on the FirstNet App Catalog through Your participation in the FirstNet Developer Program and Your use of the processes set forth on the Developer Site;

WHEREAS, the Parties wish to make Your qualified Applications available to End Users through the FirstNet App Catalog; and

WHEREAS, AT&T is willing to offer You a limited license to use the Service Materials (defined below) to develop, test, list, and/or publish Your qualified Applications on the FirstNet App Catalog or a third-party application store on the terms and conditions set forth in this Agreement; and

Whereas, Your use of the Service Materials is within Your discretion and is not a condition for your participation in the Developer Program or use of the Developer Site;

NOW THEREFORE, in consideration of the foregoing and the agreements set forth below, the Parties agree as follows:

1. ACCEPTANCE AND CHANGES TO AGREEMENT

 

1.1 Acceptance of Agreement

In order to participate in the Developer Program and to access the Developer Site, You must accept the terms of this Agreement. By accepting this Agreement, You agree to its terms on Your own behalf and/or on behalf of Your company, organization or educational institution as its authorized legal representative.  You may accept by doing either of the following: (a) checking the box displayed at the end of this Agreement if You are reading this on an AT&T website; or (b) clicking an “Agree” or similar button, where this option is provided by AT&T.

1.2 Acceptance of Optional Licensing Terms

As part of the Developer Program, AT&T offers You the ability to use the Service Materials subject to the licensing terms set forth in this Agreement. Your use of the Service Materials is not mandatory. In the event you choose to use the Service Materials as part of the development of Your Applications, Your use of the Service Materials constitutes your acceptance of the licensing terms related to the Service Materials. 

1.3 Changes

AT&T may change the terms of this Agreement at any time on a going forward basis upon written notice. Notice may be given to You by email or by other means that indicates there are changes to terms, guidelines, documentation, or other material posted on the Developer Site.  New or modified terms will not apply retroactively to Applications already in distribution. You are not required to accept such changes, but Your continued performance under this Agreement, use of the Service Materials, continued publishing or listing of Your Applications, or receipt of any other benefit under this Agreement, will constitute such acceptance and AT&T is authorized to rely on that acceptance.

2. DEFINITIONS

“API” means the application programming interfaces included in particular Service Materials, which APIs are identified in each Service Attachment. AT&T may make available hyperlinks allowing You to access certain APIs developed, maintained and/or owned by parties unaffiliated by AT&T (“Third Party APIs”).  Use of Third Party APIs is governed by the terms set forth in Section 14 (“Third Party APIs”) of this Agreement.  

“Application” means software applications or content developed by You related to public safety for use with the AT&T FirstNet Service.

“Application Control” means the on-line interface used by Developers to submit Applications for review and acceptance into the FirstNet App Catalog , and also used by Developers to manage Applications through its life cycle.

“AT&T” means AT&T Corp and its affiliates.

“AT&T FirstNet Service” means the portfolio of wireless voice, texting and data service plans, along with ancillary equipment, services, features and functionalities developed by AT&T under authority granted to it by the First Responder Network Authority.  

“AT&T Service Account” means an account through which the account holder obtains wireless telecommunications and data services from AT&T.

“AT&T FirstNet User Data” means all information collected by You from End Users using an Application, or by AT&T from End Users, provided by AT&T to You concerning End Users through use of the API or the AT&T FirstNet Service (including, if applicable, the Mobile Identification Number (MIN) issued by AT&T to identify an End User and the Network Access Identifier (NAI)) or collected by AT&T in connection with the API.

“Component” means any one of the APIs, system files, software tools or other elements identified in a particular Service Attachment.

“Developer Program” means the services, processes and procedures AT&T offers Application developers for their use in developing Applications for publishing on the FirstNet App Catalog, including, but not limited to, Application Control, the Developer Site, APIs, review and certification requirements, and, at Your option, Service Materials.

“Developer Site” means the AT&T website for use by Application developers, located at https://developer.firstnet.com or such other site as to which AT&T may notify You in writing from time-to-time.

“Developer Content” means for each Application submitted to the AT&T FirstNet App Catalog, Developer shall upload and submit certain promotional and documentation content to its account on the Application Control (the “Developer Content”) for use by AT&T in connection with creating a profile page for the purpose of identifying, indexing, marketing, promoting, and supporting the Applications on the FirstNet App Catalog.   Developer Content may include, but is not limited to marketing and promotional materials, logos, diagrams, specifications, FAQs, documentation, end user terms, descriptions of Applications and features, and support materials.

“Documentation” means all documents, written specifications, user instructions, manuals, notes and drawings provided with the Service Materials.

“End User” means approved user of the public safety community using the AT&T FirstNet Service.

“FOSS” (Free and Open Source Software) means any software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and/or derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge, including without limitation software distributed under the GNU General Public License or GNU Lesser/Library GPL.

“FirstNet” means the FirstNet Responder Network Authority created under the Middle Class Tax Relief and Job Creation Act of 2012 as an independent federal authority within the National Telecommunications & Information Administration (“NTIA”) of the United States Department of Commerce to provide emergency responders with the first nationwide, high-speed, broadband network dedicated to public safety.

“Intellectual Property Right” means any patent, registered design, copyright, design right, topography right, trade mark, service mark, application to register any such rights, rights in the nature of any of the aforementioned rights, trade secrets, rights in unpatented know-how, right of confidence and any other intellectual or industrial property rights of any kind whatsoever in any part of the world.

“Service Attachment” means each attachment to this Agreement that identifies the Components available for use, as applicable, for the development of Applications that will integrate with a particular feature or service of the AT&T FirstNet Service and the additional terms and conditions that are applicable to use of such Components. By accepting this Agreement You agree to be bound by the additional terms and conditions applicable to such Component.

“Service Materials” means the collection of Components associated with a particular Service Attachment.

“Unsuitable Content” means content that: (a) is harassing, defamatory, libelous, abusive, threatening, or obscene, including material that is false, misleading or inaccurate; (b) violates the rights of any person or company protected by copyright, trade secret patent or other similar laws or regulations relating to Intellectual Property Rights; (c) You know or should have a reasonable basis to know, is derived from services or sites that permit illegal peer-to-peer sharing of copyrighted content; (d) disparages AT&T or FirstNet in any way; (e) is sexually explicit, or relates to tobacco, alcohol or gambling; (f) constitutes unsolicited material, including without limitation "junk mail" or "unsolicited bulk e-mail or texts" or other advertising material or communications to persons or entities that have not specifically agreed to receive such material; or (g) introduces malicious programs into End Users’ equipment or the AT&T network including, but not limited to: viruses, worms, Trojan horses, e-mail bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, data or personal information, including executing any form of network monitoring that will intercept data not expressly approved for use.

3. RELATION TO OTHER AGREEMENTS FOR AT&T SERVICES

 

This Agreement does not apply to any other service(s) You obtain or purchase from AT&T under a separate agreement and is not intended and does not modify any other agreement you may have with AT&T. Except as specifically provided herein, including without limitation in Section 7 Fees and Section 8.2 AT&T Service Account Invoice Billing, no other agreement You have with AT&T is applicable to Your participation in the Developer Program or Your optional use of Service Materials, Documentation and Components under this Master Developer Agreement.

4.  LICENSES AND OBLIGATIONS              

 

4.1 Grants by AT&T

(a) AT&T hereby grants you the right to participate in the Developer Program and to access the Developer Site for Your use, consistent with the terms of this Agreement.

 (b) Subject to Your compliance with all terms of this Agreement, and in the event that You choose to use the Service Materials,  AT&T hereby grants to You, and You hereby accept, a limited, revocable, non-exclusive, non-transferable, non-assignable, and non-sublicensable license for the term of the Agreement to use the Service Materials and the applicable Documentation solely for the following purposes: (i) to develop and test Application(s); (ii) to distribute Application(s) to third parties in binary (object) code only, but solely as such code is included in the Application(s) as the result of the proper use of the Components and associated Documentation that are included in particular Service Materials in accordance with the terms of this Agreement; and (iii) to make one (1) copy of Service Materials and Documentation solely for archival and backup purposes in accordance with the terms and conditions of this Agreement.

(c) AT&T may make certain APIs available to You only after a vetting process.  These APIs are considered restricted and typically include access to very sensitive End User information or network capabilities.  Access to such APIs is at AT&T’s discretion and will be subject to a written agreement between You and AT&T and not necessarily subject to this Agreement. 

4.2 Grant by You

By participating in the Developer Program and submitting Your Application through Application Control, You hereby grant to AT&T, and AT&T hereby accepts, a nonexclusive, fully paid up, royalty free, rights and licenses to (i) market and promote in any medium, and to distribute and sell subscriptions to the Applications though the AT&T FirstNet App Catalog; and (ii) reproduce, distribute, display publicly, perform publicly, transmit, modify, and otherwise use the Developer Content.

4.3 Ownership

AT&T shall retain all Intellectual Property Rights in and to the Service Materials and the Documentation, and all portions and components thereof. You shall not acquire any rights in or to the Service Materials or the Documentation other than those expressly specified in this Agreement. You acknowledge that the Service Materials contain proprietary information and trade secrets of AT&T and its licensors, if any, including information of FirstNet which may be subject to 47 U.S.C. § 1426(d) (2) which exempts FirstNet from the requirements of the Freedom of Information Act, whether or not any portion thereof is or may be the subject of a valid copyright or patent. You shall retain all of Your Intellectual Property Rights in and to the Applications and the Developer Content. AT&T and/or FirstNet shall not acquire any rights in or to the Application or the Developer Content by virtue of its performance under this Agreement other than those expressly specified in this Agreement.

4.4 Your Obligations

Except as otherwise expressly provided herein, You shall: (a) immediately inform AT&T when You become aware of any complaints or problems encountered with Your use (if any) of the Service Materials or Documentation and any resolutions of such complaints and problems; (b) immediately notify AT&T upon learning of any unauthorized use of the Service Materials, Documentation or any portions thereof; (c) supervise and control the use of the Service Materials and Documentation by Your employees to ensure that it takes place in accordance with the terms of this Agreement; (d) take all steps necessary to ensure that no person or entity will have unauthorized  access  to  the  Service  Materials  or Documentation; (f) comply with all applicable laws and regulations, and standards of industry or professional conduct, including, without limitation, those applicable to service claims, labeling, approvals, registrations and notifications; (g) ensure that Developer Content is true, correct, complete, accurate, and not misleading; and (h) not market, promote, advertise, sell, upsell, offer to sell, or otherwise solicit sales to any End User any value added services or products related to the Application or services or products that are not offered through the FirstNet App Catalog unless expressly authorized in writing by AT&T. 

4.5 Training, Installation & Consulting

No training, installation or consulting is included in this Agreement. In the event any of such services are requested by You and if AT&T agrees to provide such services, the parties shall enter into AT&T’s standard agreement for such services and You shall pay AT&T’s then-current standard fees for such services.

5. END USER TERMS SUPPORT

 

Use of the FirstNet App Catalog by End Users is subject to FirstNet App Catalog’s then-current terms of use. The provisions, if any, set forth in the FirstNet App Catalog shall control on matters relating to End User billing and payment for use of the Application. Except for billing and payment provisions, all use of the Applications shall be subject to Developer’s then-current terms of use (the “Application Terms”). Developer shall provide AT&T with a valid URL where the Application Terms for each Application are available online. Developer is solely responsible for maintaining the Application Terms at the URL provided, and for maintaining access thereto. Each End User must affirmatively agree to the Application Terms then published at the URL provided prior to the processing of an order for an Application. Developer is solely responsible for notifying End Users of any modifications to the applicable Application Terms. Developer represents, warrants and agrees that the Application Terms will, at a minimum, expressly provide that: (a) the Application Terms are between the End User and Developer; (b) Developer is solely responsible for the applicable Application, except as specifically provided herein; (c) Developer is solely responsible for any applicable warranty, support, product liability, intellectual property infringement, and other similar obligations and liabilities with respect to the Application; (d) if an End User is creating an account on behalf of a Public Safety Entity, the person agreeing to the Application terms represents and warrants that he/she has the authority to bind that entity to that agreement; and (e) End Users may contact Developer directly at the listed, valid contact information.   Developers shall further adopt and abide by a privacy policy incorporated into the Application Terms that informs End Users of Developer’s practices related to the collection, use and disclosure of End User’s personally identifiable information. As between the Parties, AT&T shall be responsible for providing support to End Users related to such End Users’ use of the FirstNet App Catalog, including tier 1 support for the Applications. Developer or its designee shall be solely responsible for providing tier 2 and tier 3 support to End Users related to the operation of the Application.  

6. RESTRICTIONS ON USE OF THE SERVICE MATERIALS

 

In the event You choose to use the Service Materials, the following restrictions, terms and conditions apply:

 

(a) Use of Components that are licensed under a FOSS license are governed solely by the terms of that FOSS license. You agree not to use or combine the Service Materials and Documentation or any Applications developed by You in any manner that would cause the Service Materials and Documentation, in whole or in part, to become subject to any of the terms of an open source license. 

(b) AT&T may extend, enhance, or otherwise modify the Service Materials at any time without notice. AT&T is not obligated to provide You with any updates to the Service Materials. If AT&T makes updates to the Service Materials, the terms of this Agreement will govern them, unless the update is accompanied by a separate license. AT&T has no express or implied obligation to announce or make available any updates to the Service Materials to anyone in the future. Should an update be made available, it may have features, services or functionality that are different from those offered under this Agreement and may be incompatible with Applications developed on previous versions of the Service Materials.

(c) You may not: (1) modify, adapt or translate any of the Components; (2) reverse engineer, reverse compile or disassemble any of the Components; (3) use the Components in any way that will (or will attempt to) (i) intentionally or willfully infringe on any AT&T or third party Intellectual Property Rights, (ii) interfere with the use of AT&T's network or systems, or the network of any other provider, (iii) interfere with the use or enjoyment of services received by others, (iv) result in the publication of threatening or Unsuitable Content, or constitute spam, or (v) violate an Application user’s privacy, the security of AT&T's (or another party's) servers, network, network access, personal computer or control devices, software or data, or other system;  (4) rent, lease, redistribute, resell or display any of the Components; (5) circumvent, disable    or    tamper    with    any    security-related components or other protective measures applicable to the Components; or (6) reproduce, archive, retransmit, distribute, disseminate, sell, lease, rent, exchange, modify, broadcast, synchronize, publicly perform, publish, publicly display, make available to third parties, transfer or circulate the Components except as otherwise allowed under Section 4.

(d) Your use of the Components must comply with this Agreement and, to the extent applicable, AT&T’s Acceptable Use Policy www.att.com/aup.

(e) You may only access the Components through the token key issued to You. You may not provide your token key to any other person or party without AT&T’s written permission. AT&T reserves the right to revoke Your token key at any time, validate Your IP and/or domain address, and to block requests that AT&T deems in its sole discretion to be malicious or abusive.

(f) You acknowledge and agree that APIs not designated by AT&T as intended for use by FirstNet customers are designed and intended for use in general commercial and consumer Applications (“Non-FirstNet APIs”). You shall not use any Non-FirstNet API with any Application to operate dangerous facilities, life support, or other mission critical applications where human life or property may be at stake unless expressly authorized in writing by AT&T. If granted, AT&T’s authorization shall not constitute any representation or warranty that Your intended use of the Non-FirstNet API is appropriate or advisable for Your Application and You specifically acknowledge that inappropriate use of the Non-FirstNet API could lead to death, personal injury, or severe property or environmental damage for which You, and not AT&T, shall be responsible.

(g) The number of calls you will be permitted to make during any given period through an API (“Calls”) may be limited. AT&T will determine based on various factors, including the ways Your Application may be used or the anticipated volume of use associated with Your Application. The amount of the rate limit may change from time to time in AT&T’s sole discretion. You understand and agree that programmatic methods intended to subvert rate limiting are considered violations of these terms. Calls may be subject to AT&T’s controls concerning the maximum number of Calls that You can send during a period of time (“Throughput”). Throughput is measured in Transactions per Second (TPS) such that each Call typically constitutes a transaction and AT&T reserves the right to limit TPS. You must comply with the APIs in handling temporary or permanent errors in connection with flow-control and message re-tries. In order to be able to transmit Calls, You may not have more unacknowledged Calls in the queue for transmission than designated in writing by AT&T. The Calls in the queue for transmission must be acknowledged before additional Calls will be sent. You may not use any API in a manner that exceeds a reasonable request volume, or constitutes excessive or abusive usage. AT&T may use technical measures to prevent over usage and/or stop usage after any usage limitations are exceeded.

(h) You will report to AT&T immediately any security deficiencies in or intrusions to Your systems that You discover where the API or End User data (“Security Information”) have been acquired by an unauthorized person (“Security Breach”). Such reports must be delivered to https://developer.firstnet.com.  You will work with AT&T to correct any Security Breach immediately, and will disconnect immediately any intrusions or intruder. In the event of such a Security Breach (or where AT&T reasonably believes that the APIs or the Security Information has been compromised), AT&T may suspend or terminate Your access to the API. You agree to adhere at all time to best security practices within the industry. Upon good cause, AT&T will have the right to review, or to have an independent third party that is not Your competitor, inspect and review Your security procedures. You will (at Your own expense) correct any security flaws detected by such a review as soon as possible, but not later than two (2) weeks. You will then promptly certify to AT&T in writing that the security flaw has been corrected, along with a description of the corrective action(s) taken. AT&T will give You 24 hours’ notice before conducting such a review, and may conduct no more than four reviews annually. Any such review will be conducted during regular business hours in such a manner as not to unreasonably interfere with normal business activities. If a review reveals a material breach of security provisions, You will reimburse AT&T for the reasonable costs of the review.

(i) You may use AT&T FirstNet User Data only to perform your obligations under this Agreement. You will not use any AT&T FirstNet User Data for direct marketing or promotions to AT&T customers.  Notwithstanding End User permission provided through a EULA, You shall not distribute AT&T FirstNet User Data to any third party without the prior written approval of AT&T.

(j) You agree that that AT&T may audit Your Application or activities relating to the use of the Service Materials and compliance with the terms of this Agreement. You will not seek to block or otherwise interfere with the monitoring or audit.

7. FEES

 

(a) Unless you chose to use the Service Materials, there are no other Developer Program access fees.  Unless otherwise specified at the time of launch, the current fees for any APIs, will be subject to the pricing set forth at   https://developer.firstnet.com  and linked pages. Fees, if any, do not include Wireless data charges, Internet access charges, or network charges. AT&T will provide thirty (30) days advance notice of any changes to the fees, excluding promotional offers. Changes in fees may include annual recurring fees, monthly recurring fees, one-time processing fees and usage fees.  You agree to pay any fees charged under this Agreement as set forth at https://developer.firstnet.com (incorporated herein by this reference), which AT&T may change from time to time.

(b) If you pay by credit card, You must dispute the charges within 100 calendar days; otherwise, You waive Your right to dispute the charges. AT&T may, at its sole discretion, establish a purchase limit for You. In the event that You exceed such limit, without prejudice to AT&T's other rights and remedies, AT&T may, at its sole discretion, limit or suspend Your access to the APIs until such time as You have reduced Your payment obligations below such limit.

(c) If you are eligible and elect to have fees charged under this Agreement included on Your AT&T Service Account invoice, the terms and conditions regarding payment, dispute and account limits, applicable to your AT&T Service Account apply.

(d) Non-Refundable Fees. All amounts paid are non- refundable.

(e) Taxes. All fees and other charges under this Agreement are exclusive of applicable sales, use, or other taxes, fees and surcharges (and any associated interest or penalties resulting from Your failure to timely pay such taxes, fees and surcharges) (“Taxes”). You will be responsible for and will pay all such Taxes including those paid or payable by AT&T except to the extent You provide to AT&T a valid and timely exemption certificate.  Non- payment shall not relieve You of Your obligation to pay AT&T. In the event that payment of any amount of the fees or other charges is subject to withholding tax, levy or similar payment obligation on sums due to AT&T, such withholding tax amounts shall be borne and paid for by You in addition to the sums due to AT&T. You will provide AT&T free of charge with the appropriate certificate(s) from the relevant authorities confirming the amount of the withholding taxes, levies or similar payments borne and paid for by You.

(f) Late Payment Charge. If You pay by credit card, any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less. If You are eligible and elect to have fees charged under this Agreement included on Your AT&T Service Account invoice, the terms and conditions regarding late payments applicable to Your AT&T Service Account apply.

8. PAYMENT OF FEES

 

Fees shall be paid by credit card or, if You have an AT&T Service Account that is eligible for invoice billing, You may elect to have fees charged under this Master Developer Agreement included on Your AT&T Service Account invoice. If You have an AT&T Service Account that is eligible for invoice billing, You may change Your billing method selection at any time, and the new payment method will take effect on Your next billing cycling.

8.1 Credit Card Billing

The following terms apply if You pay by credit card.

(a) Fees are billed in advance, except for fees for overage charges for additional allocations of API Points, which are billed at the time of issuance. All API Points that have not been used during the month of issuance will be forfeited.       

(b) You authorize AT&T to charge Your credit card FOR ALL AMOUNTS YOU OWE FOR YOUR USE OF THE FIRSTNET DEVELOPER PROGRAM AND TO DEMAND IMMEDIATE PAYMENT FROM THE CARD ISSUER. We will notify you ten (10) calendar days prior to charging your credit card. You will have the opportunity to accept or decline the charge. However, You acknowledge that declining the charge will result in the suspension of Your access to AT&T APIs. Unless required by law, AT&T will not give any additional notice to You or obtain additional consent from You before billing Your credit card for incurred fees and all other applicable charges, taxes, and surcharges. You must promptly notify AT&T of any change in the credit card You have registered for payment. You agree that in the event any credit card charge is not honored, you remain obligated to pay the amounts due, together with any applicable late charges.

(d) Suspension/Termination by AT&T. AT&T may suspend or terminate this Agreement, Service Materials, and APIs to You if Your credit card is declined, You exceed the credit limit established by AT&T, or You owe outstanding charges to AT&T. In all cases, AT&T may, at its sole discretion, reinstate the Agreement, Service Materials, or APIs provided that You pay all amounts due and owing to AT&T.

8.2 AT&T Service Account Invoice Billing

The following terms apply if You elect to have fees charged under this Master Developer Agreement included on Your AT&T Service Account invoice.

(a) YOU WARRANT THAT YOU ARE AUTHORIZED TO ELECT TO INCLUDE FEES CHARGED UNDER THIS MASTER DEVELOPER AGREEMENT ON YOUR AT&T SERVICE ACCOUNT AS SUCH ACCOUNT WAS IDENTIFIED BY YOU WHEN YOU MADE YOUR BILLING METHOD SELECTION. YOU UNDERSTAND THAT AT&T WILL RELY ON SUCH AUTHORIZATION WHEN AT&T INCLUDES FEES CHARGED UNDER THIS MASTER DEVELOPER AGREEMENT ON YOUR AT&T SERVICE ACCOUNT INVOICE AND YOU AGREE THAT AT&T’S INCLUSION OF FEES CHARGED UNDER THIS MASTER DEVELOPER AGREEMENT ON YOUR AT&T SERVICE ACCOUNT INVOICE IS WITH YOUR FULL CONSENT AND AUTHORIZATION.

(b) Fees charged under this Agreement will be billed in accordance with the terms and conditions governing such existing AT&T wireless account invoices.

(c) Fees are incurred and posted to Your AT&T Service Account in advance, except for fees for overage charges for additional allocations of API Points, which are posted to Your AT&T Service Account at the time of issuance. All charges posted to Your AT&T Service Account will appear on Your next AT&T Service Account invoice following the date of posting. All API Points that have not been used during the month of issuance will be forfeited.

(d) Suspension/Termination by AT&T. AT&T may suspend or terminate this Agreement, Service Materials, and APIs to You if Your AT&T Service Account is suspended or terminated. In all cases, AT&T may, at its sole discretion, reinstate the Agreement, Service Materials, or APIs provided that You pay all amounts due and owing to AT&T.

(e) Applicability toward MAC, MARC or Other Monthly Volume Commitment. If the AT&T Service Account to which AT&T will charge fees under this Agreement is subject to a MAC, MARC or other monthly volume-based commitment, the amounts paid by You for fees charged under this Agreement WILL NOT be considered a “Qualified Charge” or “MARC-Eligible,” as appropriate, and WILL NOT be included for purposes of determining whether Your organization achieves its MAC, MARC or other monthly volume commitment, as appropriate.

(f) Service Discount Not Applicable. Any “Service Discount” described in an agreement for Your AT&T Service Account is NOT available in connection with the fees charged under this  Agreement.

9. YOUR APPLICATIONS

 

(a)  Your Applications must comply with all applicable laws and regulations and You must ensure that the privacy and legal rights of End Users of Your Application are protected. At a minimum, if Your Applications access or uses an End User’s personal information, or tracks user behavioral data, You must make the End User aware that the information will be available to You, Your Application, and any other entity that may receive such information. Furthermore, You must provide and prominently display to End Users a commercially reasonable privacy policy outlining Your uses of customer information and the protections for those users. If Your Application stores personal or sensitive information provided by End Users, it must do so securely.

(b) If You choose the use the Service Materials, You may not use them to write or distribute any Application that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of AT&T or any third party including, but not limited to, any mobile communications carrier. You may not use any Component to create an Application or other program that would disable, hack or otherwise interfere with any security, digital rights management, digital signing, verification or authentication mechanisms implemented by or for AT&T, a user, or third party, nor can You enable others to do so.

(c) You bear sole responsibility for any claims, liabilities, losses, damages and costs arising from Your use of the Components or Your Application, and any equipment, Internet services, and other hardware, software and services used by You.

(e) Your Applications submitted for certification will be reviewed according to the certification and accreditation process available here https://developer.firstnet.com/firstnet/resources/submission (incorporated herein by this reference).

(f) If Your Application is selected for listing on the FirstNet App Catalog, it’s Your responsibility to promptly notify AT&T if any changes are made to the Application binary.

(g) Application and Developer Content shall not contain any infringing material.

(h) AT&T and/or FirstNet are under no obligation to publish any Application, and may, in their discretion, remove any Application at any time from the FirstNet App Catalog or any part thereof, and for any reason, including the failure to comply with the terms of the FirstNet Developer Program.

(i) FirstNet and AT&T are not obliged to market or promote your Application. You are responsible for marketing your application to the public safety community. Any use of AT&T and or FirstNet marks must be with express written permission. 

(j) You, as a Developer, may access user reviews and ratings of Your Applications via the Application Control. Access to the FirstNet App Catalog is restricted to approved members of the public safety community.

 

 10.  DISCLAIMER OF WARRANTY AS TO SERVICE MATERIALS

 

THE SERVICE MATERIALS AND EACH OF THE COMPONENTS IS PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE MATERIALS AND EACH OF THE COMPONENTS IS BORNE BY YOU. SHOULD THE SERVICE MATERIALS OR ANY OF THE COMPONENTS PROVE DEFECTIVE OR INACCURATE, AS THE CASE MAY BE, YOU (AND NOT AT&T OR ITS AFFILIATES OR SUPPLIERS) ASSUME THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN ADDITION, THE SECURITY MECHANISMS, IF ANY, IMPLEMENTED BY THE COMPONENTS HAVE INHERENT LIMITATIONS AND YOU MUST DETERMINE THAT EACH OF THE COMPONENTS SUFFICIENTLY MEETS YOUR REQUIREMENTS. YOUR USE OF THE SERVICE MATERIALS AND ANY COMPONENTS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE MATERIALS IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, NETWORK OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

11. PROPERTY RIGHTS 

 

Title, ownership rights, and Intellectual Property Rights in the Service Materials and each of the Components remain in AT&T and/or its suppliers. The Service Materials and the Components are protected by the intellectual property laws of the United States. Title and related rights in the content accessed through the Components is the property of the applicable content owner and may be protected by applicable law. The license available to You under this Agreement gives You no rights to such content. The license available to You under this Agreement does not grant You any right to any enhancement or update to, or support or telephone assistance with respect to, the Service Materials or any of the Components.

As between the Parties, Developer shall retain exclusive right, title and interest in and to the Applications (including any modifications or enhancements made thereto during the Term), the Developer Content, the Developer Marks and any and all Intellectual Property Rights in any of the foregoing.

12.  DEVELOPER REPRESENTATION AND WARRANTIES

 

Developer hereby represents and warrants that:

(i)  Developer is the creator and owner of, or has the necessary licenses, rights, consents, and permissions to grant and authorize AT&T, FirstNet and End Users to access and use the Applications and the Developer Content, as necessary, to exercise the rights and licenses granted in this Agreement and in the manner contemplated by AT&T and FirstNet and this Agreement.

(ii) Developer will properly implement any AT&T APIs used and will perform in accordance with applicable descriptions and specifications (including without limitation any such descriptions and specifications provided in the Developer Content) and with the FirstNet Program Policies (including without limitation, any applicable user interface guidelines), and Developer’s marketing and promotional materials related to the Applications (including any applicable Developer Content), are not false or misleading.

(iii) The Applications, Developer Content, and AT&T and End Users’ interaction with, access to, or use of, the Applications, and the Developer Content, as permitted hereunder does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any Intellectual Property Right; (b) slander, defame, libel, or invade the right of privacy, publicity or other rights of any person or entity, or contain false or misleading information; or (c) violate any law or governmental rule or regulation, including any laws related to the collection, storage, processing, use, and disclosure of personal information.

(iv) The Applications and Developer Content do not contain any viruses, adware, spyware, back door, time bomb, drop dead device, worms, or other malicious code or any content or file or system that provides a method to circumvent any security features of the FirstNet App Catalog (including without limitation any End User privacy settings, such as settings prohibiting direct solicitation and sales contact from Developers), or obtain unauthorized access to any End User device or computer.

13.  THIRD PARTY SERVICE PROVIDERS

 

You are permitted to employ or retain a third party (“Service Provider”) to assist You in delivery of content, functionality, services or subscriptions through Your Applications including, but not limited to, engaging any such Service Provider to maintain and administer Your Applications’ servers on Your behalf, provided any such Service Provider’s access to and use of the APIs (and, if applicable the AT&T Billing System), is only done on Your behalf in providing such services to You for Your Application and in accordance with these terms, and is subject to a binding written agreement between You and the Service Provider with terms at least as restrictive and protective of AT&T as those set forth herein. Any actions undertaken by any such Service Provider in relation to Your Application (including, if applicable, Your use of the AT&T Billing System) and/or arising out of this Agreement will be deemed to have been taken by You, and You (in addition to the Service Provider) will be responsible to AT&T for all such actions (or any inactions), including but not limited to indemnifying AT&T against any harm caused by the Service Provider acting on Your behalf. In the event of any actions or inactions that would constitute a violation of this Agreement or otherwise cause any harm, AT&T reserves the right to require You to change Service Providers.

14.  THIRD PARTY APIs

From time to time, in its sole discretion, AT&T may make allow third parties to post hyperlinks on the Developer Site by which You may access Third Party APIs.  In the event that You choose to use the provided link and/or the Third Party API, You acknowledge and agree to the following with respect to each Third Party API: (a) the terms and conditions applicable to Your use of the Third Party API are solely between You and the provider of the Third Party API and not with AT&T and not under this Agreement; (b) the provider of the Third Party API, not AT&T, is responsible for all support and all claims related to the Third Party API, including, but not limited to,  product liability, legal compliance or intellectual property infringement; (c) AT&T makes, and specifically disclaims any and all warranties and representations regarding any Third Party API to the extent set forth in Section 10 of this Agreement; and (d) You agree to indemnify and hold harmless AT&T from any and all claims that may arise from Your use of the Third Party API to the extent set forth in Section 18(b) of this Agreement.    

15. TERMINATION

 

AT&T may at any time terminate this Agreement with You or disable Your access to an API or disable an  Application if: (a) You breach any provision of this Agreement; (b) customer complaints and/or refunds indicate, in AT&T’s discretion, an unacceptable customer experience; (c) AT&T is required to do so by law; or (d) a third party with whom AT&T offers certain Components to You has terminated its relationship with AT&T or ceased to offer those Components; or (e) AT&T decides no longer to provide the Service Materials or certain Components of the Service Materials to You. Upon such termination, provisions hereof which by their nature or express terms survive termination will continue indefinitely. If you want to terminate this Agreement, you may do so by ceasing your use of the Service Materials and any Components. Upon termination or expiration of this Agreement for any reason, AT&T may notify End Users of any effect of such termination or expiration of Applications in the possession of End Users and for handling End User complaints and inquiries.

 

16. EXPORT CONTROLS

 

You may not download or otherwise export or re- export the Components or any underlying information or technology except in full compliance with all United States export control laws and other applicable laws and regulations.

17. LIMITATION OF LIABILITY

 

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL AT&T, ITS AFFILITES, SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF AT&T WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

18. INFRINGEMENT AND INDEMNIFICATION

 

(a)You may not assert against AT&T or FirstNet or any of their affiliates or authorized representatives, and hereby waive, any claim for infringement or misappropriation of any rights protectable under intellectual property law anywhere in the world, including rights under patent, copyright, trade secret or trademark law, related in any way to the Service Materials or the Components.

(b) To the maximum extent permitted by law, You will defend, indemnify and hold harmless AT&T, FirstNet, their affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from (1) Your use (if any) of the Service Materials; (2) any claim that Your Application (whether alone or in combination with any software, services (including, without limitation, wireless services), Developer Content, products, materials, content, or information (regardless of the provider of any of the foregoing)) violates, infringes or misappropriates any third party Intellectual Property Rights or rights in privacy or publicity; (3) a breach or alleged breach of any of Developer’s representations, warranties, or obligations set forth in this Agreement;, or (4) any non-compliance by You with this Agreement. 

19. CONFIDENTIALITY

 

AT&T works with many Application and software developers and some of their products may be similar to or compete with Your Applications. AT&T may also be developing its own similar or competing Applications and products or may decide to do so in the future. To avoid potential misunderstandings, AT&T cannot agree, and expressly disclaims, any confidentiality obligations or use restrictions, express or implied, with respect to any information that You may provide in connection with this Agreement, including information about Your Application. AT&T will be free to use and disclose any such disclosures on an unrestricted basis without notifying or compensating You.

In connection with this Agreement, AT&T may  disclose to You proprietary or non-public information, material or data relating to the AT&T’s businesses, technologies, products, productions, or services, or plans therefor, which are confidential and not otherwise available or known to the public, including without limitation the terms of this Agreement, the Components, the Documentation, and any other materials or content of any Service Materials and any unpublished APIs (“Confidential Information”). You shall keep confidential and not reveal or disclose any Confidential Information, during the Term or thereafter to any third party; provided, however, that You  may disclose Confidential Information to Your employees and independent contractors with a need to know to perform Your  obligations under this Agreement, and third party counsel, advisors and accountants so long as all such third party disclosures are made pursuant to written obligations of confidentiality no less protective than the terms of this Agreement. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a wrongful disclosure by or at the direction of or by You, (b) is or becomes available to You on a non-confidential basis from a source that is entitled to disclose it to You, (c) was known to You prior to receipt from AT&T, or (d) is developed by You without the benefit of the Confidential Information. Notwithstanding any of the foregoing, You may disclose Confidential Information if and solely to the extent that such disclosure is required by law, court order, judicial process, subpoena, or similar process, or applicable rule or regulation, provided that You shall use commercially reasonable efforts to seek confidential treatment for any such disclosed Confidential Information, and to the extent legally permissible, promptly notify AT&T of such disclosure.

20. EQUITABLE REMEDIES

 

Developer and AT&T agree that any breach of this Agreement would cause irreparable injury to AT&T for which no adequate remedy at law exists including, but not limited to, the unauthorized use of the names and marks of AT&T and FirstNet; therefore, the Parties agree that equitable remedies, including without limitation injunctive relief and specific performance, are appropriate remedies to redress any breach or threatened breach of this Agreement, in addition to all other available remedies.

21. ARBITRATION

 

ALL CLAIMS AND DISPUTES ARISING FROM THIS AGREEMENT SHALL BE SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES (SUBJECT TO THE REQUIREMENTS OF THE FEDERAL ARBITRATION ACT). ANY JUDGMENT ON ANY AWARD RENDERED MAY BE ENTERED AND ENFORCED IN A COURT HAVING JURISDICTION. THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO AWARD ANY DAMAGES DISCLAIMED BY THIS AGREEMENT OR IN EXCESS OF THE LIABILITY LIMITATIONS IN THIS AGREEMENT SHALL NOT HAVE THE AUTHORITY TO ORDER PRE-HEARING DEPOSITIONS OR DOCUMENT DISCOVERY, BUT MAY COMPEL ATTENDANCE OF WITNESSES AND PRODUCTION OF DOCUMENTS AT THE HEARING.  THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN OR INITIATE CLASS ACTIONS:  IF THE PARTIES CANNOT WAIVE THESE RIGHTS, THIS ENTIRE SECTION IS VOID.

22. MISCELLANEOUS 

 

This Agreement represents the complete agreement concerning this license and may be amended only by a writing accepted by both parties. This Agreement supersedes any prior written or oral agreement between the Parties concerning the subject matter hereof. This Agreement is personal to You and You agree not to assign Your rights herein, and any attempted assignment by You will be null and void. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Any claim or dispute arising out of this Agreement must be filed within two years after the cause of action arises. This Agreement shall be governed by the laws of the State of New York, except conflict of law rules. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. You may not make any public statement regarding this Agreement, the terms of this Agreement, or any specific aspect thereof without AT&T’s prior written approval, which may be withheld in AT&T’s sole discretion. In order to preserve the value of AT&T’s name and/or any trademarks, service marks, trade names, or trade dress adopted and/or used by AT&T from time to time, You may not make any use of any of the same for any reason except solely as may be expressly authorized in writing by AT&T.  Similarly, in order to preserve the value of the FirstNet’s name and/or any trademarks, service marks, trade names, or trade dress adopted and/or used by FirstNet from time to time, You may not make any use of any of the same for any reason except solely as may be expressly authorized in writing by FirstNet or AT&T.

[END OF BODY OF AGREEMENT. ATTACHMENTS AND ELECTRONIC SIGNATURE PROCESS FOLLOW]

 

 

DEVELOPER PROGRAM SOFTWARE DEVELOPMENT KIT TOOLS AGREEMENT

 

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU (“DEVELOPER”) AND AT&T CORP., ON BEHALF OF ITSELF AND ITS AFFILIATES (COLLECTIVELY “AT&T”). 

THIS SOFTWARE DEVELOPMENT KIT TOOLS AGREEMENT is entered into as of the date you click to Review and Acknowledge the terms hereof.

The following terms and conditions shall govern Developer’s borrowing and use of the AT&T Software Development Kit Tools (hereinafter “SDK Tools") and related documentation described in Attachment A:

1. AT&T hereby loans to Developer, and Developer accepts, the AT&T SDK Tools for use by Developer during the term of this Agreement solely in accordance with this Agreement. Subject to this Agreement, AT&T hereby grants Developer a non-exclusive, non-transferable revocable, royalty-free right and license, during the term of this Agreement, to use the AT&T SDK Tools internally within the Developer’s company to test and evaluate the operation and performance of any of Developer’s Application or mobile software. After the term of this Agreement, Developer, at its expense, shall promptly return the AT&T SDK Tools to AT&T or destroy them as requested by AT&T. As used in this Agreement, a Developer’s Application shall mean software that runs on smartphones, mobile phones or mobile devices (including tablets). Mobile applications are designed to educate, entertain, or assist users in their daily lives. Software comprising a Developer’s Application is contrasted with and shall not mean ‘system software’ and ‘middleware,’ which manage and integrate a computer's capabilities, while not directly applying in the performance of tasks that benefit the user. The ‘system software’ serves the Developer’s Application, which in turn serves the user.
2. Developer shall obtain permission from a mobile device user before evaluating any user data related to such user’s use of Developer’s Application or mobile software when such user data is obtained using any component of the AT&T SDK Tools installed on a mobile handset/device and connected or linked to a Developer or other server. Under no circumstances shall Developer obtain any mobile device user’s personal identifiable information or location without first obtaining permission from such user. Any breach of this provision shall be considered a Material Breach and grounds for immediate termination of this Agreement including cessation of the use and return of all AT&T SDK Tools.
3. AT&T shall retain all right, title and ownership interests to the AT&T SDK Tools (specifically excluding any Developer data and Developer’s Application or mobile software) and no interest in the AT&T SDK Tools is transferred to Developer. Except as expressly authorized under this Agreement, Developer shall not use, copy, distribute, disassemble, modify, prepare derivative works based on, display, perform or transfer the AT&T SDK Tools or documentation provided therewith, and no licenses are granted or implied for such purposes.
4. AT&T may at any time terminate this Agreement with Developer: (a) Developer breaches any provision of this Agreement; (b) AT&T is required to do so by law; or (c) AT&T decides no longer to provide the SDK Tools available to   Developer.   If   Developer   wants   to   terminate   this Agreement, it may do so by ceasing to use the SDK Tools or by giving written notice to AT&T. This Agreement, including all rights granted to Developer, shall terminate upon termination of this Agreement.  Unless any written notice from AT&T shall provide otherwise, upon expiration or termination of this Agreement, Developer shall return all items furnished by AT&T and, if AT&T requests, certify to AT&T the destruction of same. Developer’s obligations under this Agreement, including its obligation under Sections 3, 5, 6, 7, 9-15, and 17 shall survive and continue after expiration or termination.
5. AT&T and Developer shall each bear their respective costs and expenses incurred in connection with this Agreement. Neither this Agreement nor the furnishing of the SDK Tools hereunder shall constitute or imply any promise, commitment or intention to (in the case of Developer) make any present or future use of the AT&T SDK Tools by Developer to improve any of Developer’s mobile software or for any other reason; or (in the case of AT&T) to offer the AT&T SDK Tools (or any commercial version of same) to Developer following the expiration or termination of this Agreement.
6. Developer shall hold the AT&T SDK Tools, and any written information furnished by AT&T to Developer in furtherance of this Agreement (collectively, hereinafter, “AT&T Confidential Information”), in confidence for AT&T and shall only use the AT&T Confidential Information for the purpose permitted under this Agreement. Developer shall not de- compile, reverse engineer, disassemble or attempt to derive the source code of, all or any portion of the computer programs that comprise the AT&T SDK Tools. Developer shall not make any disclosure of all or any portion of the AT&T Confidential Information to anyone, except to Developer’s employees to whom disclosure is necessary for Developer’s permitted use, provided that any disclosure or use of the AT&T Confidential Information by such persons in violation of this Agreement shall be deemed a breach of this Agreement by Developer. Developer’s obligations under this Section 6 shall not apply to any information that: (i)  is or becomes available without restriction to the general public by acts not attributable to Developer or its employees; (ii) was rightfully in Developer’s possession without limitation on disclosure before disclosure hereunder to Developer; (iii) is rightfully disclosed to Developer by a third party without restrictions on disclosure; or (iv) is independently developed by Developer as evidenced by documents in Developer’s possession.
7. As used in this Agreement, the term “Feedback” means any suggestions, improvements, observations, comments, testing comments, and other evaluation information relating to the AT&T SDK Tools, that may be provided by Developer to AT&T from time to time, either orally or in writing. Notwithstanding the above, Feedback shall not be deemed to include any computer software or algorithms developed, owned or licensed by Developer that existed as of or subsequent to the Effective Date of this Agreement. Nothing in this Agreement shall require Developer to provide any Feedback to AT&T. Subject to the terms of this Agreement including the definition of “Feedback” provided herein, Developer agrees that AT&T shall be entitled to use any Feedback that may be provided by Developer to AT&T for any purpose, including but not limited to modification and improvement of AT&T’s SDK Tools based on such Feedback, without compensation to Developer, and that AT&T shall own the intellectual property rights relating to any such modifications and improvements created by AT&T.
8. You may not use the AT&T SDK Tools to intentionally write or distribute any Application that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of AT&T or any third party including, but not limited to, any mobile communications carrier (“Malicious Activities”). You may not use any Component to create an Application or other program that would intentionally disable, hack or otherwise interfere with any security, digital rights management, digital signing, verification or authentication mechanisms implemented by or for AT&T, a user, or a third party, nor can You enable others to do so. You agree that any Application You develop shall be free of any viruses, worms, time bombs, Trojan horses, other harmful, malicious or destructive code, or any software disabling devices, time-out devices, counter devices and devices intended to collect data regarding usage of Application. If you intentionally participate in Malicious Activities, AT&T shall have the immediate and automatic right to terminate your usage of the SDK Tools and this Agreement without further notice to you. You also agree that AT&T shall have the right to prevent your Application from operating on the AT&T or any other network. AT&T shall also seek any and all further remedies available to it.
9. You may not assert against AT&T or any of its affiliates or authorized representatives, and hereby waive, any claim for infringement or misappropriation of any rights protectable under intellectual property law anywhere in the world, including rights under patent, copyright, trade secret or trademark law, solely related to the AT&T SDK Tools.
10. AT&T GRANTS DEVELOPER THE RIGHT TO USE THE AT&T SDK TOOLS ON AN “AS IS” BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, AT&T DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE WARRANTIES OF TITLE OR NON-INFRINGEMENT.
11. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS AT&T, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, DAMAGES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS FEES) RESULTING FROM THIRD PARTY CLAIMS, ACTIONS, SUITS OR PROCEEDINGS ARISING OUT OF OR ACCRUING FROM (1) YOUR INTERNAL USE OF THE AT&T SDK TOOLS SOLELY FOR THE DEVELOPMENT OF YOUR APPLICATION, (2) ANY APPLICATION YOU DEVELOP THAT INFRINGES ANY COPYRIGHT, TRADEMARK, PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OR THE MISAPPROPRIATION OF A TRADE SECRET OR TRADE DRESS OF ANY PERSON OR THAT DEFAMES ANY PERSON OR VIOLATES THEIR RIGHTS, INCLUDING RIGHTS OF PUBLICITY OR PRIVACY; OR (3) ANY NON-COMPLIANCE BY YOU WITH THIS AGREEMENT.
12. EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN ACTS AND OMISSIONS AND THE  ACTS  AND OMISSIONS OF ITS EMPLOYEES AS A RESULT OF ANY ACTIONS TAKEN UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS, CLAIM, DAMAGE OR LIABILITY, OF WHATSOEVER KIND OR NATURE, WHICH MAY ARISE FROM OR IN CONNECTION WITH THIS AGREEMENT.
13. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR     ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, applicable to agreements made and to be performed wholly therein without regard to its conflicts of law rules.
15. Any and all controversies or claims of any nature arising out of or relating to this Agreement or the breach, termination or validity thereof, whether based on contract, tort, statute, fraud, misrepresentation or any other legal or equitable theory (the "Claim") shall be resolved solely and exclusively by arbitration by the CPR Institute for Dispute Resolution (“CPR”) in accordance with the provisions of the CPR Rules for Non-Administered Arbitration to the extent such rules do not conflict with this paragraph and Agreement.
16. Developer shall not, in connection with its use of the AT&T SDK Tools, reference AT&T, its trade names, trademarks, service marks or any other indicia of origin owned by AT&T, or indicate that Developer’s products or services are in any way sponsored, approved or endorsed by AT&T. For clarity, this restriction shall not impact any other rights Developer has under separate agreements with AT&T. Developer shall not cause to be issued or released for publication any articles, advertising, packaging, press releases, or other publicity mentioning or implying the AT&T in connection with the subject matter of this Agreement.
17. If any section of this Agreement, or portion thereof, is found by competent judicial authority to be invalid, illegal, or unenforceable in any respect, then that section in every other respect, and the remainder of this Agreement and its Attachments, shall continue in effect.

AT&T may modify or amend the terms of this SDK Tools Agreement at any time, with notice to You, by prominently posting a copy of the modified or amended License available through any of the Tools or at AT&T Developer’s Portal solely for additional tools and/or resources made available to you. You will be deemed to have agreed to any such modification or amendment by Your decision to use such additional or new tools and/or resources available through the AT&T Developer Portal following the date in which the modified or amended Agreement is made available through the SDK Tools site or the AT&T Developer’s Portal.

 

END OF GENERAL TERMS AND CONDITIONS

Attachment A

AT&T SDK Tools may include, but are not limited the following tools:

Whitepapers, technical articles, videos, podcasts, example applications, code snippets, API and other access keys, webcasts, info-graphics, live application examples, libraries, IDE’s, general tools (test harnesses, packaging tools, etc.) all of which can be part of an SDK or downloaded separately.

In the cases AT&T distributes source code, such as with libraries, example apps, code snippets, AT&T allows the Developer to use this code and modify to work within their own application. AT&T Developer Program sees such code examples as a means to help improve Developer’s Application quality and speed adoption on AT&T offered devices using AT&T APIs.

This list is an evergreen listing of tools available through the AT&T SDK Toolkit and will be modified from time to time to include new tools or delete existing tools. This agreement only applies to those tools you have downloaded.

Sencha Touch SDK: In order to speed your development with network APIs, AT&T has provided an SDK that exposes the network APIs in a library of simple user objects. The SDK extends the server-side libraries to WebKit browsers through elements of the Sencha Touch SDK. The Sencha Touch SDK has many UI elements that can complement your development and the visual appearance of your web pages, and speed development to multiple HTML5 devices

Electronic Signature. By clicking on “Review and Acknowledge,” Developer (a) acknowledges that it has read this Agreement and agrees to be bound by the terms of this Agreement on behalf of itself (if an individual) or the legal entity that it represents (in the case of a legal entity), and (b) warrants that it has authority to execute this Agreement and bind the Developer to the terms hereof. If You do not agree to