Terms of Use – Nuki APIs (Engels)

February 1st 2023

Thank you for using one of NUKI’s Application Programming Interfaces (for example Bluetooth, Bridge, or Web API), hereinafter collectively referred to as APIs. By accessing or using our APIs, you are agreeing to the terms below. Collectively, we refer to the terms below, any additional terms, terms within the accompanying API documentation, and any applicable policies and guidelines as the “Terms.” You agree to comply with the Terms and that the Terms control your relationship with us. So please read all the Terms carefully.

Under the Terms, “NUKI” means NUKI Home Solutions GmbH, with office at Münzgrabenstraße 92/4, 8010 Graz, Austria. We may refer to “NUKI” as “we”, “our”, or “us” in the Terms.

Section 1: Account and Registration

a. Accepting the Terms

You may not use the APIs and may not accept the Terms if (a) you are not of legal age to form a binding contract with NUKI, or (b) you are a person barred from using or receiving the APIs under the applicable laws of Austria or other countries including the country in which you are resident or from which you use the APIs.

b. Entity Level Acceptance

If you are using the APIs on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to “you” in the Terms refer to that entity).

c. Registration

In order to access certain APIs you may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs, or as part of your continued use of the APIs. Any registration information you give to NUKI will always be accurate and up to date and you’ll inform us promptly of any updates.

Section 2: Using Our APIs

a. Your End Users

You will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.

b. Compliance with Law, Third Party Rights, and Other NUKI Terms of Service

You will comply with all applicable law, regulation, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). You will not use the APIs to encourage or promote illegal activity or violation of third party rights. You will not violate any other terms of service with NUKI.

c. Permitted Access

You will only access (or attempt to access) an API by the means described in the documentation of that API. If NUKI assigns you developer credentials (e.g. client IDs) or you create them on your own, you must use them with the applicable APIs. You will not misrepresent or mask either your identity or your API Client’s identity when using the APIs or developer accounts.

d. API Limitations

NUKI may set and enforce limits on your use of the APIs (e.g. limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with each API. If you would like to use any API beyond these limits, you must obtain NUKI’s express consent (and NUKI may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, send an e-mail to developer@nuki.io.

e. Open Source Software

Some of the software required by or included in our APIs may be offered under an open source license. Open source software licenses constitute separate written agreements. For certain APIs, open source software is listed in the documentation. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with NUKI for the applicable open source software.

f. Communication with NUKI

We may send you certain communications in connection with your use of the APIs. Please review the applicable API documentation for information about opting out of certain types of communication.

g. Feedback

If you provide feedback or suggestions about our APIs, then we (and those we allow) may use such information without obligation to you.

h. Non-Exclusivity

The Terms are non-exclusive. You acknowledge that NUKI may develop products or services that may compete with the API Clients or any other products or services.

Section 3: Your API Clients

a. API Clients and Monitoring

You agree that NUKI may monitor use of the API’s to ensure quality, improve NUKI products and services, and verify your compliance with the terms. This monitoring may include NUKI accessing and using your API Client, for example to identify security issues that could affect NUKI or its users. You will not interfere with this monitoring. NUKI may use any technical means to overcome such interference. NUKI may suspend access to the APIs by you or your API Client without notice if we reasonably believe that you are in violation of the Terms.

b. Security

You will use commercially reasonable efforts to protect user information collected by your API Client, including personal data, from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.

c. Ownership

NUKI does not acquire ownership in your API Clients, and by using our APIs, you do not acquire ownership of any rights in our APIs or the content that is accessed through our APIs.

d. User Privacy and API Clients

You will comply with all applicable privacy laws and regulations including those applying to personal data. To the extent you transmit Data outside a Service, you represent and warrant that you have notified all users of such Applications that their Data will be transmitted outside the Service and that NUKI is not responsible for the privacy, security or integrity of such Data.

Section 4: Prohibitions and Confidentiality

a. API Prohibitions

When using the APIs, you may not (or allow those acting on your behalf to):

  1. Sublicense an API for use by a third party. Consequently, you will not create an API Client that functions substantially the same as the APIs and offer it for use by third parties.
  2. Perform an action with the intent of introducing to NUKI products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
  3. Defame, abuse, harass, stalk, or threaten others.
  4. Interfere with or disrupt the APIs or the servers or networks providing the APIs.
  5. Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.
  6. Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
  7. Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems).
b. API’s in Business Use
  1. Our Short Rental API enables Booking-, PMS- and other Third Party Developers to integrate access control for Nuki devices directly into their booking processes. You are only permitted to use NUKI’s API’s for short rental if you have a valid contract with NUKI.
  2. We offer API’s to enable in-home-delivery. You are only permitted to use NUKI’s API’s for in-home-delivery if you have a valid contract with NUKI.
c. Confidential Matters
  1. Developer credentials (such as passwords, keys, and client IDs) are intended to be used by you and identify your API Client. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other API Clients from using your credentials. Developer credentials may not be embedded in open source projects.
  2. Our communications to you and our APIs may contain NUKI confidential information. NUKI confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without NUKI’s prior written consent. NUKI confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose NUKI confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.

Section 5: Content

a. Content Accessible Through our APIs

Our APIs may contain some third party content (such as text, images, videos, audio, or software). This content is the sole responsibility of the person that makes it available. We may sometimes review content to determine whether it is illegal or violates our policies or the Terms, and we may remove or refuse to display content. Finally, content accessible through our APIs may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Your access to the content provided by the API may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy.

b. Submission of Content

Some of our APIs allow the submission of content. NUKI does not acquire any ownership of any intellectual property rights in the content that you submit to our APIs through your API Client, except as expressly provided in the Terms. For the sole purpose of enabling NUKI to provide, secure, and improve the APIs (and the related service(s)) and only in accordance with the applicable NUKI privacy policies, you give NUKI a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to Use content submitted, posted, or displayed to or from the APIs through your API Client. “Use” means use, host, store, modify, communicate, and publish. Before you submit content to our APIs through your API Client, you will ensure that you have the necessary rights (including the necessary rights from your end users) to grant us the license.

c. Retrieval of content

When a user’s non-public content is obtained through the APIs, you may not expose that content to other users or to third parties without explicit opt-in consent from that user.

d. Prohibitions on Content

Unless expressly permitted by the content owner or by applicable law, you will not, and will not permit your end users or others acting on your behalf to, do the following with content returned from the APIs:

  1. Scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
  2. Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;
  3. Misrepresent the source or ownership; or
  4. Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.

Section 6: Brand Features; Attribution

a. Brand Features

“Brand Features” is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Except where expressly stated, the Terms do not grant either party any right, title, or interest in or to the other party’s Brand Features. All use by you of NUKI’s Brand Features (including any goodwill associated therewith) will inure to the benefit of NUKI.

b. Publicity

You will not make any statement regarding your use of an API which suggests partnership with, sponsorship by, or endorsement by NUKI without NUKI’s prior written approval.

c. Promotional and Marketing Use

In the course of promoting, marketing, or demonstrating the APIs you are using and the associated NUKI products, NUKI may produce and distribute incidental depictions, including screenshots, video, or other content from your API Client, and may use your company or product name. You grant us all necessary rights for the above purposes.

Section 7: Privacy and Copyright Protection

a. NUKI Privacy Policies

By using our APIs, NUKI may use submitted information in accordance with our Privacy Policy.

Section 8: Termination

a. Termination

You may stop using our APIs at any time with or without notice. Further, if you want to terminate the Terms, you must provide NUKI with prior written notice and upon termination, cease your use of the applicable APIs. NUKI reserves the right to discontinue your access to the APIs or any portion or feature for any reason and at any time without liability or other obligation to you, especially if you breach section 4a or 4b.

b. Your Obligations Post-Termination

Upon any termination of the Terms or discontinuation of your access to an API, you will immediately stop using the API, cease all use of the NUKI Brand Features, and delete any cached or stored content that was permitted by the cache header under Section 5. NUKI may independently communicate with any account owner whose account(s) are associated with your API Client and developer credentials to provide notice of the termination of your right to use an API.

c. Surviving Provisions

When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 4c, 5, 8, 9, and 10.

Section 9: Liability for our APIs

a. Warranties

Except as expressly set out in the terms, neither NUKI nor its suppliers or distributors make any specific promises about the APIs. For example, we don’t make any commitments about the content accessed through the APIs, the specific functions of the APIs, or their reliability, availability, or ability to meet your needs. We provide the APIs “as is”.

Except as expressly provided for in the terms, to the extent permitted by law, we exclude all warranties, guarantees, conditions, representations, and undertakings.

b. Limitation of Liability

When permitted by law, NUKI, and NUKI’s suppliers and distributors, will not be responsible for lost profits, revenues, or data; financial losses; or indirect, special, consequential, exemplary, or punitive damages.

NUKI tries it’s best to keep the API’s available at all time. However, you acknowledge that NUKI does not warrant that the API will be uninterrupted, timely, secure, or error-free. We will not be liable for downtime or unexpected changes.

To the extent permitted by law, the total liability of NUKI, and its suppliers and distributors, for any claim under the terms, including for any implied warranties, is limited to the amount you paid us to use the applicable APIs (or, if we choose, to supplying you the APIs again) during the six months prior to the event giving rise to the liability.

In all cases, NUKI, and its suppliers and distributors, will not be liable for any expense, loss, or damage that is not reasonably foreseeable.

c. Indemnification

Unless prohibited by applicable law, you will defend and indemnify NUKI, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:

  1. your misuse or your end user’s misuse of the APIs;
  2. your violation or your end user’s violation of the Terms; or
  3. any content or data routed into or used with the APIs by you, those acting on your behalf, or your end users.

Section 10: General Provisions

a. Modification

We may modify the Terms or any portion to, for example, reflect changes to the law or changes to our APIs. You should look at the Terms regularly. We’ll post notice of modifications to the Terms within the documentation of each applicable API, to this website, and/or in the NUKI developers console. Changes will not apply retroactively and will become effective no sooner than 30 days after they are posted. But changes addressing new functions for an API or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms for an API, you should discontinue your use of that API. Your continued use of the API constitutes your acceptance of the modified Terms.

b. General Legal Terms

We each agree to contract in the English language. If we provide a translation of the Terms, we do so for your convenience only and the English Terms will solely govern our relationship. The Terms do not create any third party beneficiary rights or any agency, partnership, or joint venture. Nothing in the Terms will limit either party’s ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Terms, and NUKI does not take action right away, this does not mean that NUKI is giving up any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The Terms are the entire agreement between you and NUKI relating to its subject and supersede any prior or contemporaneous agreements on that subject.

The contractual relationship and any disputes arising out of or in connection with the contract shall be governed by Austrian law. To the extent permitted by law, Graz shall be agreed as the place of jurisdiction.

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