Home Connect GmbH, Carl-Wery-Straße 34, 81739 Munich, Germany (“HC”) offers „Home Connect”, a service that allows owners of certain household appliances from selected brands to remote control their household appliances using certain smart devices. In order to allow third parties to easily integrate the Home Connect technology into their own applications, HC provides a software development kit (“SDK”), which may be licensed by third parties (“Users”) under the terms of this Agreement.
a) Agreement refers to this agreement.
b) “API” refers to the interface functionality offered by HC as a part of the Developer Program allowing Users to access Home Connect Data. Using the API requires an individual API key on App level.
c) “App” refers to software created by Users using the SDK.
d) “App Store” refers to sales platforms via which the Apps can be distributed, in particular, Google Play or Apple App Store.
e) “Developer Portal” is the website which allows Users to register for a user account, gives access to the SDK and to additional information.
f) “Developer Program” refers to the system operated by HC providing for access to the Developer Portal, the SDK, Home Connect Data and a hardware/API simulator.
g) “Home Connect Data” refers to data made available via the Developer Program describing supported and connected household devices.
h) “Developer Account Level” describes the various levels of functionality to interact via the API.
i) “SDK” refers to the particular executable software including API and its corresponding documentation which can be downloaded from the Developer Portal, including all updates, provided by HC for using Home Connect technology in User’s Apps within the scope of this Agreement. Software is only provided in object code but not in source code. Access to source codes or any other draft or development materials is not part of the SDK unless explicitly stated otherwise in this Agreement and its Exhibits.
j) “Website” refers to a collection of web pages (typically identified with a common domain name, and published on a web server) which have been at least partially created by Users using the SDK.
2 Registering and Concluding the Agreement
2.1 This Agreement shall only apply to business Users. HC will not conclude any agreements based on these provisions with consumers within the meaning of Section 13 of the German Civil Code (Bürgerliches Gesetzbuch, “BGB”).
2.2 The general use of the SDK for Basic Account and Advanced Account as defined in Section 7 requires registration of the User. During registration the User has to provide a username, first name, last name, email address and a password. Applying for Advanced Account as defined in Section 7 additionally requires valid credit card information solely for the purpose of validating the account.
2.3 All requested data shall be provided accurately and updated immediately in case of changes. Accepting the terms and conditions of this Agreement is mandatory during the registration process and constitutes the User’s offer to conclude a respective contract.
2.4 The User’s registration may in the sole discretion of HC be either refused or confirmed by HC. In case of confirming the registration, HC sends a confirmation email to the specified email address to ensure the correct User identity via a double-opt-in process: Only by clicking on a link contained in this email the User is deemed identified for the registration purpose, notwithstanding the need for potential further identification for certain Developer Partner Levels as provided for in Section 7. If the link is not confirmed within four (4) weeks, the entered data will be deleted.
2.5 If the User is successfully deemed identified, HC will inform the User via email. Providing such information constitutes the acceptance by HC of the User’s offer to conclude an agreement.
2.6 All services provided by HC in connection with the Developer Program, the Developer Portal, the API or the SDK are provided exclusively on the basis of these Terms and Conditions. The version valid on the date of the conclusion of the respective agreement is applicable.
3 Contractual Matter of this Agreement
3.1 Contractual matter of this Agreement is access to the Developer Program which provides access to
1. the downloadable SDK together with documentation in electronic form,
2. Home Connect Data via the API, and
3. a server-based hardware/API simulator for testing purposes
3.2 Parts of the materials described in Section 3.1 contain third party software, including open source software, which is licensed under the license terms specified at http://developer.home-connect.com/?q=support/faq. Nothing in this Agreement shall be construed as an attempt to change the third party license terms for individual third party software components. With respect to those third party software components of the SDK, the parties recognize that the underlying licenses may provide rights (e.g. source code licenses) or obligations (e.g. attribution) for those individual components that are not consistent with this Agreement. In such case, the third party license shall prevail. However, this Agreement applies to the SDK as a whole.
4 Developer Program
4.1 The Developer Program offers the User access to the functions outlined in Section 3.1. Except with regard to the SDK, the User does not receive binaries that are to be installed locally or the source code of the Developer Portal. The use of the Developer Portal therefore requires internet access. HC provides for an availability of the Developer Portal from the Internet for an annual (365 days) average of 98%; the foregoing applies only with regard to the network termination point on the premises of HC. HC makes no warranties with regard to the availability of any internet connection beyond that point.
4.2 The User is responsible for the confidentiality of all account-related data including log-in data and API key data and will keep these secret, will not disclose them without the prior written agreement of HC, will not tolerate or facilitate any other access to its log-in data by third parties, and will take the necessary measures to keep the foregoing data confidential.
4.3 In the event of any misuse or loss of the log-in data, or in the event of suspicion of such misuse or loss, the User will inform HC by email at email@example.com.
4.4 HC intends to develop new features for the SDK and the Developer Program. However, HC is not obliged under the terms of this Agreement to do so.
4.5 HC may at its sole and exclusive discretion, change, alter, modify, add, and remove features, content and other materials of the Developer Program at any time, or may suspend or discontinue any feature or functionality provided through the Developer Program at any time without any prior notice, obligation or liability vis-à-vis User.
5.1 The SDK can be used by the User to integrate the Home Connect technology in the User’s Apps on the basis of the Account Level as provided for in Section 7.
5.2 It is the sole responsibility of the User to distribute Apps.
5.3 HC may at its sole discretion provide documentation for the SDK in English language and in electronic form (whereas an online documentation shall be deemed sufficient). HC may, without any obligation, provide additional translations of the documentation at its sole discretion.
5.4 HC reserves the right to provide the SDK in different versions. The User shall be informed in good time about new versions of the SDK. HC may cease supporting older versions of the SDK partially or in full if a newer version is available. HC will make reasonable commercial efforts to inform User about the discontinuation of older versions.
6 API and Home Connect Data
6.1 Accessing Home Connect Data via an App requires using the API offered by HC under this Agreement.
6.2 Using the API requires an individual API key on App level. User needs to register at least one App to receive an individual API key from HC by logging in to the user account Section of the Developer Portal.
6.3 HC is, albeit with due regard to the interests of the User, entitled to revoke API keys at its sole discretion; HC will make reasonable commercial efforts to inform User about the revocation of the API key and the reasons thereof. For the avoidance of doubt, the right to terminate the Agreement remains unaffected.
6.4 The User is deemed the data controller with regard to Home Connect Data and therefore solely responsible for complying with any applicable privacy obligations.
6.5 HC reserves the right to provide the API in different versions. The User shall be informed in good time about new versions of the API. HC may cease supporting older versions of the API partially or in full if a newer version is available. HC will make reasonable commercial efforts to inform User about the discontinuation of older versions.
6.6 The number of API requests a User may send per hour is limited. Details on this limit are provided on the Developer Portal. HC reserves the right to change this limit as well as to further limit or restrict API requests to the extent necessary due to security constraints or in case of abuse.
7 Developer Account Levels
The following Account Levels provide for the respective functionality and require the registration process outlined in Section 6.2.
1. Basic account: Allows remote monitoring of the home appliances only (read mode).
2. Advanced account: Allows remote monitoring as well as remote control (write mode).
8 Grant of License and Intellectual Property Rights
8.1 Subject to the terms of this Agreement, HC grants a non-exclusive, time-limited, non-transferable right to use the SDK within the scope and for the purposes of this Agreement (“License”), including the right to reproduce the SDK to the extent necessary to exercise User’s rights under this Agreement, to integrate the SDK in User’s Apps and to distribute the SDK as integral part of User’s Apps. User may grant sub-licenses to third-party App Stores or end users to use the SDK as an integral part of User’s Apps if and to the extent necessary to distribute his Apps. Unless expressly agreed otherwise in writing, User is not entitled to grant any further sub-licenses or to redistribute the SDK as a whole or in parts. The User is only entitled to provide the SDK as part of the App; it is not permitted to distribute the SDK as standalone product.
8.2 Notwithstanding the grant of License in Section 8.1, HC shall remain at all times the owner of all interface specification, the API, all HC trademarks and any other materials HC provides to User in order to help developing Apps unless such material is clearly marked as third party intellectual property.
8.3 HC is not the owner of the trademarks “BOSCH” and “SIEMENS” and is also not entitled to grant User a license to use these trademarks. However, User may refer to any trademark in a descriptive way. Thus, it is, for example, allowed to state that the User’s App is compatible with Home Connect enabled Bosch Home Appliances and Siemens Home Appliances or any other Home Appliance brand that feature Home Connect if this is technically correct.
8.4 HC intends to market Home Connect enabled home appliances, HC’s own home connect app as well as the relating cloud service operated by HC. To foster the ecosystem around the Home Connect technology HC is allowed to recommend, advertise or describe User’s App on the Internet, in the Home Connect App or through other channels. Restricted to this purpose, the User grants HC a license to use the User’s trademarks free of charge.
8.5 HC will be entitled to implement any ideas, features, improvements or similar input suggested, proposed or otherwise outlined by the User with regard to the Developer Program, SDK, API or any other functionality offered by HC (“User Idea”), e.g. related to functionality, design and technical solutions in that context under this Agreement by way of a free license for such User Idea to the extent such User Idea is protected by law.
9 User’s obligations
9.1 Any technical implementation and fulfilment of system requirements of the SDK is the sole responsibility of the User. User is obliged to adhere to the requirements of the SDK, particularly regarding the correct technical implementation and use of the SDK. User acknowledges that an incorrect technical implementation and use may lead to defects in the functions of the SDK or even the entire App or the connected household appliances.
9.2 User shall restrict access to the SDK files and documentation provided by HC to those personnel (including employees and contractors) reasonably required to implement this Agreement. In particular, except as otherwise provided in this Agreement, User shall not make the SDK available to any third-parties unless expressly agreed otherwise in writing.
9.3 User is obliged to comply with any and all developer guidelines, which are specified at http://developer.home-connect.com/?q=support/developer_guidelines. User shall, in particular, not bypass any authentication or encryption mechanisms, reverse engineer the SDK (unless explicitly allowed by statutory law) or misuse SDK methods for purposes other than those, which are clearly intended. User shall not use the Developer Program, especially the SDK and the API, for any action that can cause damages due to the interaction of the API with the household appliances, e.g. by bypassing security prompts on the household appliances or by executing commands that can cause harm to life and limb, to the household appliances or to any other goods.
9.4 User shall comply with all applicable legal provisions when using the SDK, including but not limited to copyright, trademark rights, data protection and import/export regulations. Furthermore, User shall comply with any terms and conditions of third-party App Stores, including but not limited to the Google Play Developer Distribution Agreement and the Apple Developer License Agreement, and with the license terms of any and all third party software used within the SDK and disclosed by HC.
9.5 The User shall not use the SDK for publication of explicit content or offensive communication.
9.6 It shall be User’s own responsibility to backup User’s data in accordance with the risk involved when using the SDK.
10.1 The provisions within this Section 10 exclusively govern all liability and warranty (“Gewährleistung”) of HC for deficiencies in the provision of the SDK. However, Section 11 shall remain unaffected by this Section 10.
10.2 Any warranty (“Gewährleistung”) is excluded, except for any damage arising from defects fraudulently concealed (“arglistig verschwiegen”) by HC.
10.3 The User shall inform HC about any arising defects of the SDK in writing without undue delay. User shall document any defects in a transparent and replicable (if possible) manner and provide HC with all reasonably available information which HC might reasonably require for the evaluation and correction of any defect. User shall furthermore be obliged to reasonably cooperate in localising the defect.
11 Limitation of liability
11.1 HC shall only be liable for intent (“Vorsatz”) and gross negligence (“grobe Fahrlässigkeit”).
11.2 The limitation of liability shall apply mutatis mutandis for the benefit of the officers, employees, agents and vicarious agents of HC.
11.3 Any potential liability on the part of HC for any guarantees and for claims based on the German Product Liability Act shall not be affected.
12 Term and termination
12.1 This Agreement commences on the date of its conclusion (“Effective Date”) and shall continue until terminated by either party with thirty (30) days’ notice.
12.2 The right of termination by either party for cause remains unaffected. Such cause includes any use of the SDK by the User that is not compliant with the terms of this Agreement (Section 4.2, 4.3, 9.2, 9.3, 9.4 and 9.5); in case of a change of control of either party, if the User or its controlling entity is a direct competitor of HC.
12.3 Upon effective termination of this Agreement the license granted by HC under Section 8.1 shall be deemed void with effect for the future and User shall be no longer entitled to use the SDK in current or future releases of his Apps. In derogation thereof, all sub-licenses already granted by User to third-party App Stores or end users at the time of termination of this Agreement shall not be affected by the termination.
12.4 HC reserves the right to restrict or suspend the functionality of the SDK for reasons other than those specified in Section 5.4. In this case, User has the right to terminate the contract for cause without giving notice on the date when the changes take effect. User shall be given 30 days prior written notice in the event of any possible restrictions or suspensions by HC.
13 Changes to the Agreement
HC shall have the right to change the Agreement. Editorial changes to the Agreement, i.e. changes which do not affect the contractual relationship such as the correction of typing errors, will be made without notifying Users.
HC shall give Users advance notice by email of any changes to the Agreement which affect the contractual relationship as a rule at least six weeks before the date on which the change takes effect. Such notice will also include information on User’s right to reject the changes and the resulting consequences. In case the User does not reject the changes, consent to the changes shall be deemed as granted and the changed Agreement will become effective on the date on which the change takes effect. In case the User rejects the changes, HC shall have the right to terminate User’s contract on the date on which the change takes effect.
14 Final provisions
14.1 Should any provision of this Agreement or a provision later on included in this Agreement be or become ineffective, unenforceable or void as a whole or in a part, or should a gap in this Agreement become evident, this shall not affect the validity of the remaining provisions. The parties hereto shall replace the ineffective, unenforceable or void provision with a lawful and enforceable provision that reflects the business purpose of the ineffective, unenforceable or void provision. The parties shall similarly add a necessary appropriate provision where such a provision is missing.
14.2 This Agreement is exclusively governed by the laws of the Federal Republic of Germany with the exclusion of any conflict of laws provisions. The UN Convention on the International Sales of Goods shall not apply. Munich, Germany shall be the exclusive place of jurisdiction.