Home Connect GmbH, Carl-Wery-Straße 34, 81739 Munich, Germany (“HC”) offers „Home Connect”, a service that allows owners of certain home appliances from selected brands to remotely control their home appliances using certain smart devices. In order to allow third parties to easily integrate Home Connect functionalities into their own applications, HC provides access to its Developer Program, which may be granted to third parties (“Users”) under the terms of this Agreement.
1. Definitions
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 Client ID on Client level.
c) “App Store” refers to sales platforms via which Clients that are mobile apps can be distributed, in particular, Google Play or Apple App Store.
d) “Client” refers to software created by Users using the API. Clients can be for example (but are not limited to) mobile apps or web services.
e) “Developer Portal” is the website, which allows Users to register for a user account, gives access to the API and to additional information.
f) “Developer Program” refers to the system operated by HC providing for access to the Developer Portal, the API, Home Connect Data and a hardware/API simulator.
g) “Home Connect Account” refers to the account that is necessary in order to use the HC mobile app that allows managing the connected home appliances with Home Connect functions. The HC mobile app is available through App Stores.
h) “Home Connect Data” refers to data made available via the Developer Program describing supported and connected home appliances.
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 API requires registration of the User. During registration, the User has to provide a first name, last name, email address, password, country and user type.
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. If the link is not confirmed within seven (7) days, 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 or the API 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 API together with documentation in electronic form,
2. Home Connect Data via the API, and
3. a server-based hardware/API simulator for testing purposes.
4 Developer Program
4.1 The Developer Program offers the User access to the functions outlined in Section 3.1. The User does not receive binaries that are to be installed locally or the source code of the Developer Portal or the API. The use of the Developer Portal and the API therefore requires internet access. HC makes no warranties with regard to the availability of the API, the Developer Portal, Developer Program and the Home Connect Data.
4.2 The User is responsible for the confidentiality of all account-related data including log-in data and Client ID 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 developer(at)home-connect.com.
4.4 HC intends to develop new features for 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 and/or the API 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. The User is aware that changes in the API might require changes in the Client. The costs for such changes have to be borne by User.
5 API
5.1 The API can be used by the User to integrate Home Connect functionalities in the User’s Clients.
5.2 It is the sole responsibility of the User to distribute Clients.
5.3 Using the API requires an individual Client ID on Client level. User needs to register at least one Client to receive an individual Client ID from HC by logging in to the user account section of the Developer Portal.
5.4 HC is, albeit with due regard to the interests of the User, entitled to revoke Client IDs at its sole discretion; HC will make reasonable commercial efforts to inform User about the revocation of the Client ID and the reasons thereof. For the avoidance of doubt, the right to terminate the Agreement remains unaffected.
5.5 The number of API requests a User may send per hour is limited. Details on this limitation is provided on the Developer Portal (as specified at: https://developer.home-connect.com/docs/general/ratelimiting). HC reserves the right to change this limit as well as to further limit or restrict API requests in particular to the extent necessary due to security constraints or in case of abuse.
5.6 HC may at its sole discretion provide documentation for the API 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.
5.7 HC reserves the right to provide the API in different versions. 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 in good time about the discontinuation of older versions.
6 Home Connect Data
6.1 Accessing Home Connect Data via a Client requires using the API offered by HC under this Agreement.
6.2 The User is deemed the data controller with regard to Home Connect Data and therefore solely responsible for complying with any applicable privacy obligations.
7 Registration and Publication of Client
Initially, (i.e. without registration) User’s Client can only remotely monitor and remotely control home appliances connected to one single HC Account. In order to publish a Client and make it available to more than one single HC Accounts, User has to register the developed and tested Client in the User’s HC Account and submit a publication request of the Client to HC. Such publication request must additionally include Client meta data, additional User information, publication data (as further specified at: https://developer.home-connect.com/how_it_works) and acknowledgment of HC developer guidelines. Upon submission and acceptance or denial of the publication request, the User receives an e-mail notifying him of the status. Upon a successful approval of the publication request, the Client can remotely monitor and remotely control (as further specified at: https://developer.home-connect.com/docs/authorization/scope) home appliances connected to an unrestricted number of HC Accounts. A separate publication request has to be submitted for each new Client or if the User wants to change data of an already approved Client.
Certain additional permissions to those specified at: https://developer.home-connect.com/docs/authorization/scope may be granted to Clients of selected Users upon an individual check by HC and upon agreement of a separate partner agreement between the Parties, which is based on this Agreement.
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 API within the scope and for the purposes of this Agreement (“License”). The User is not entitled to grant any sub-licenses or to redistribute the API as a whole or in parts.
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 Clients 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 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 Client 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 Client 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 Client on the Internet, in the Home Connect mobile 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 User’s usage of the HC brand or logo is subject to a separate approval process. User can initiate such approval process together with the publication request for its Client. To the extent such approval is granted, User is allowed to use the HC brand as specified in the HC Co-branding Guidelines (as further specified at: https://developer.home-connect.com/how_it_works). However, User may always refer to a trademark in a descriptive way.
8.6 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, 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 fulfillment of system requirements of the API is the sole responsibility of the User. User is obliged to adhere to the requirements of the API, particularly regarding the correct technical integration and use of the API. User acknowledges that an incorrect technical integration or use may lead to defects in the functions of the API or even the entire Client or the connected home appliances.
9.2 User shall restrict access to the API 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 Client ID 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/how_it_works. User shall, in particular, not bypass any authentication or encryption mechanisms, reverse engineer the API (unless explicitly allowed by statutory law) or misuse API interfaces for purposes other than those, which are clearly intended. User shall not use the Developer Program, especially the API, for any action that can cause damages due to the interaction of the API or the Client with the home appliances, e.g. by bypassing security prompts on the home appliances or by executing commands that can cause harm to life and limb, to the home appliances or to any other goods.
9.4 User shall comply with all applicable legal provisions when using the API, 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.
9.5 The User shall fully comply with all applicable governmental, legal, regulatory and professional requirements. Furthermore, the User shall act in accordance with HC`s Code of Conduct, which can be downloaded at https://www.bsh-group.com/responsibility/compliance-commitments#section-CodeOfConduct.
9.6 The User shall not use the API for publication of explicit content or offensive communication.
9.7 Using the API to integrate voice assistant systems of third parties (e.g. Amazon Alexa, Google Home) needs HC’s prior written approval. Also, if the monitoring or control of only HC appliances or appliances branded with an HC affiliates’ brand (e.g. brand Bosch; Siemens; Neff; Gaggenau; Thermador; Balay; Constructa; Pitsos; Profilo) is a feature of the Client for which User receives directly or indirectly a payment from its customers, User shall inform HC before launching such feature and HC’s prior written approval is necessary.
9.8 It shall be User’s own responsibility to backup User’s data in accordance with the risk involved when using the API.
10 Warranty
10.1 The provisions within this Section 10 exclusively govern all liability and warranty (“Gewährleistung”) of HC for deficiencies in the API. 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 API 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 localizing 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 API by the User that is not compliant with the terms of this Agreement (Section 4.2, 4.3, 9.2, 9.3, 9.4, 9.6 and 9.7); 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 API in current or future releases of his Client.
12.4 HC reserves the right to restrict or suspend the functionality of the API for reasons other than those specified in Section 5.7. 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.
July 2018