Version number: 1.0
Date: May 3, 2018
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING SOMFY’s APIs
THIS IS A LEGAL AGREEMENT BETWEEN YOUR COMPANY, ORGANIZATION OR OTHER LEGAL ENTITY FOR WHOM YOU HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ("YOU") AND SOMFY, FOR USE OF SOMFY'S APPLICATION PROGRAMMING INTERFACES ("APIs") THAT ENABLE DEVELOPERS, (SUCH AS YOU) TO INTEGRATE THE COMPATIBILITIES TO CERTAIN SOMFY PRODUCTS AND SERVICES INTO THIRDY PARTY PRODUCT OFFERINGS. BY CLICKING "I AGREE TO THE TERMS OF SERVICES" AND ACCESSING SOMFY'S APIs? YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT.
YOU AGREE THAT YOUR ACCEPTANCE EXPRESSED ELECTRONICALLY WILL BE CONSIDERED BINDING AND DEFINITIVE. THEREFORE, THESE GENERAL TERMS CONSTITUTE THE AGREEMENT APPLICABLE BETWEEN YOU AND SOMFY IN RESPECT OF YOUR USE OF ANY APIs PROVIDED BY SOMFY.
IF A SPECIFIC WRITTEN AGREEMENT REGARDING THE SAME SCOPE OF SERVICES ALREADY EXISTS BETWEEN US? THE TERMS OF THAT WRITTEN AGREEMENT SHALL PREVAIL OVER THESE GENERAL TERMS.
- The APIs are owned and operated by SOMFY.
- SOMFY’s APIs are provided on an “as is” and “as available” basis. The use of SOMFY’s APIs is at your sole risk. SOMFY does not warrant that SOMFY’s APIs are accurate, complete, reliable, current, or error-free
- The use of and access to SOMFY’s APIs are at the discretion of SOMFY at all times.
- Any account may be suspended or terminated at any time for any reason at the sole discretion of SOMFY.
- SOMFY’s APIs must not be used for illegal, immoral or criminal purposes.
- To the extent permitted by applicable law, reverse engineering of SOMFY’s APIs is strictly prohibited. SOMFY reserves the right to correct any defect in the APIs and undertakes to communicate to You all necessary information for interoperability purposes.
“APIs or SOMFY’s APIs” means the Application Programming Interface made available through the Somfy Developer Portal and as specified in the API Documentation for building compatible application software.
“API Documentation” means collectively, the operating instructions, user manuals, help files and other documentation, in written or electronic form, made available to You through our Somfy Developer Portal.
“HMI Documentation” means collectively, graphic elements, logos, charts, photos, pictures and other documentation, in written or electronic form, made available to You through our Somfy Developer Portal.
“Marketing Documentation” means collectively, commercial documents, manuals, leaflets, guides, tutorials or other documentation, written or electronic form, made available to You through our Somfy Developer Portal.
“Confidential Information” means all non-public information that a party designates, either in writing or orally, as being confidential, or which, under the circumstances of disclosure, should be treated as confidential. Confidential Information includes information relating to (i) business policies or practices of a party, (ii) customers or suppliers of a party, or (iii) information received from others that the disclosing party is obligated to treat as confidential, but does not include information that was known to the receiving party prior to disclosure by the disclosing party, or information that becomes publicly available through no fault of the receiving party. SOMFY’S APIs, API Documentation, Developer Account and Developer Key(s) are notably considered as Confidential Information.
“Developer Account” means the account by which You will have access to the API through our Somfy Developer Portal.
“Developer Key(s)” means Your account password and any API key (client ID and client secret) provided to allow You to access a SOMFY’s API.
“General Terms” means SOMFY’s APIs General Terms. We may also refer to “Agreement”.
“Personal Data” means any information relating to an identified or identifiable natural person (“data subject”) which is considered personal data in accordance with applicable laws and regulations related to data privacy and security and notably by Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, as may be amended from time to time or any other laws and regulations amending or replacing such Directive such as the General Data Protection Regulation (GDPR).
“SOMFY” means SOMFY ACTIVITIES SA, Simplified Joint Stock Company with a capital of 3.576.60 euros, with registered address at 50 avenue du nouveau Monde 74300 Cluses registered in the Annecy Trade and Company Register as number 303 970 230. We may refer to "SOMFY" as "we", "our", or "us" in the General Terms.
“SOMFY Affiliates” means any company controlled by SOMFY or in control of SOMFY and identified as the provider of a SOMFY API. The Control shall have the meaning defined in article L. 233-3 of the French Commercial Code.
“Somfy Developer Portal” means the website or the part of the SOMFY website made available by SOMFY for the purpose of the use of SOMFY’s APIs.
“Territory” means any territory in which SOMFY provides access to the APIs: EU countries, Middle-east countries and Africa countries.
SOMFY’s APIs and related APIs Documentation enables You, in the Territory, to evaluate the development, test and support of web software applications that display certain content that SOMFY offers, subject to the General Terms outlined here.
The content includes, but is not limited to, SOMFY’s APIs methods as listed in each of the subfolders of the APIs documentation, including agent property listings and proprietary data around property values.
IV. LICENSED USES
1. Access to APIs
Access to SOMFY’s APIs is subject to approval for a Developer Account and a Developer Key which is required to be able to make calls to the APIs and retrieve the content. You may only access the content using the single and unique key supplied by SOMFY as an approved licensee. The key is confidential and neither the key nor the content may be sold, leased, transferred or sublicensed to any other party whether for direct commercial gain or otherwise, without express prior written permission from SOMFY.
SOMFY grants You a personal, non-exclusive, non-assignable, non-sublicensable revocable limited license, solely in the Territory, during the term of this Agreement, to use SOMFY’s APIs subject to the full compliance with these General Terms, in order to develop, use and test applications that interoperate with SOMFY’s products and services.
Any additional usage rights made available to You by SOMFY remain at its sole discretion.
By making use of the API, You agree to SOMFY accessing your application and/or other materials related to your use of the API as reasonably requested by us to verify your compliance with these terms. You agree that we may crawl or otherwise monitor online applications and You agree not to block or interfere with such efforts by SOMFY.
To ensure the stability and credibility of the Somfy Developer Portal, SOMFY reserves the right, without notice and in our sole discretion, to terminate this API license and give immediate notice to You to destroy all versions of the API's data on your application or website. For example, if the content of your website or application is of an offensive nature, or if the SOMFY data is published in a manner or context that could conflict with our values or bring SOMFY brands into disrepute, we will disable the relevant Developer Key(s).
- You shall not conceal or obscure your identity or your application’s identity.
- You shall not use SOMFY’s APIs for any application related to spyware, adware, or other malicious programs or code.
- You shall not use SOMFY’s APIs in any manner that violates any laws or regulations or infringes any third-party rights, including the right of privacy or rights of publicity.
- You shall not use SOMFY’s APIs in a manner that would adversely impact the stability of our services or other applications using SOMFY’s APIs in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage.
- You shall not sell, lease, or sublicense the APIs or access thereto.
- You shall not modify, decompile, extend, subset or superset the APIs or otherwise alter the APIs to any extent.
- You shall not attempt to circumvent any security measures or technical limitations of the APIs.
- if You have any login, customer or other account information relating to an end-user's account with SOMFY, You shall only use such information for the purposes expressly authorized by the applicable end-user. In any case, You shall not store and reuse any SOMFY user’s login credentials.
- SOMFY’s APIs license shall terminate automatically if You violate any of these terms.
5. Costs and Expenses.
You are solely responsible for all costs and expenses related to your use of SOMFY’s APIs (and any materials provided by SOMFY for this purpose), including the development of any applications, as applicable. In any event, SOMFY will not reimburse You for any costs or expenses.
Unless there is a specific agreement between You and SOMFY, SOMFY has no obligation to provide support, maintenance, updates, upgrades, modifications or new releases of any API. The APIs are provided “as is” and “as available basis”, without any warranty.
V. INTELLECTUAL PROPERTY ON APIs
All intellectual property rights concerning APIs, HMI Documentation, Marketing Documentation, as well as all other brands, illustrations, logos, drawings, page headers, button icons and scripts transmitted by SOMFY are the property of SOMFY and/or its licensors, all rights reserved. No intellectual property rights other than those expressly covered by this License Agreement are granted to You.
VI. SOMFY TRADEMARKS
SOMFY and its licensors own all rights, title and interest in and to SOMFY’s APIs, brand, and other SOMFY’s graphics, logos, designs, page headers, button icons, scripts, and service names subject to copyright, trademark law and, more generally, intellectual property rights, all rights being reserved. No intellectual property rights are granted to You hereunder other than as expressly set forth herein.
Subject to full compliance with the General Terms, SOMFY hereby grants You, on the Territory, a limited, personal, non-sublicenseable, non-transferable, nonexclusive, revocable license to use SOMFY's trademarks in Your application, solely during the term of this Agreement and solely for the sole purpose of promoting their integration with SOMFY products and services.
- You shall not use or alter any text, logos, SOMFY trademarks, SOMFY signature colors, SOMFY layout, or a confusingly similar layout to SOMFY layout in such a way which may suggest endorsement or affiliation by SOMFY.
- Any use of the SOMFY logo or SOMFY trademarks must be used in its entirety and must not be altered or used in a misleading way.
- You shall not use a mark which is confusingly similar to SOMFY's trademarks.
- You must respect any of SOMFY’s trademark guidelines or graphical charter which may be brought to your attention (see the applicable SOMFY guidelines here)
You understand and accept to not modify SOMFY's specific texts, logos, trademarks, layouts and color codes. And change and/or particular use must be expressly authorized in writing by SOMFY.
VII. OPEN SOURCE COMPONENT
Some of the software required by or included in SOMFY’s APIs may be provided under an open source license.
Such software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and 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.
You acknowledge that any applicable Open Source Software license is solely between You and the applicable licensor of the Open Source Software and that You shall comply with the applicable Open Source Software license.
VIII. QUALITY INSURANCE INSPECTIONS
Without limiting the foregoing, SOMFY will have the right to do quality insurance inspections of the applications and withhold the right to use SOMFY’s APIs, trademarks if the quality is not satisfactory to SOMFY, at its sole discretion. Please contact us to obtain additional information on guidelines, if needed. SOMFY reserve the right, at its discretion, to impose restrictions and limitations on the number and frequency of calls made by your application to SOMFY’s API.
SOMFY’s APIs Service is currently offered free of charge under the hereby General Terms. SOMFY reserves the right to charge fees or royalties for use of the APIs in the future or under another legal frame.
X. LIMITED RELATIONSHIP
Nothing in these terms shall be construed as creating an employer-employee relationship, a partnership or joint venture with SOMFY. You may publicly refer to your use of SOMFY’s APIs but you agree not make any other public statements that assert or imply any other relationship with SOMFY, unless You have obtained our prior written approval.
You agree to hold harmless and indemnify SOMFY from and against any third-party claim arising from or in any way related to your or your users' use of SOMFY’s APIs other than as set out in the SOMFY’s API Documentation. Violation of these General Terms includes any other actions connected with Your use of SOMFY’s services, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, SOMFY will provide you with written notice of such claim, suit or action.
XII. NO WARRANTIES
SOMFY’S APIs ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT THE USE OF THIS API IS AT YOUR SOLE RISK. WE DO NOT REPRESENT OR WARRANT THAT SOMFY'S APIs ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.
XIII. LIABILITY LIMITATION
IN NO EVENT, SHALL SOMFY BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA), ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF SOMFY'S APIs.
XIV. DATA PRIVACY AND SECURITY.
You shall comply with the Personal Data regulation and any applicable national law concerning data protection. You shall process Personal Data in compliance with the hereby General Terms. You are not allowed to process and use Personal Data obtained through the SOMFY’s APIs for other purpose. When using SOMFY's APIs, before accessing a user's Personal Data, You must ensure that You have the express permission of this user to access his Personal Data. You will not attempt to access Personal Data for which You have not obtained adequate permission.
You remain responsible for the security of data and Personal Data residing on your servers or systems owned or operated by You, or a third party designated by You.
If You make available to end-users of SOMFY’s solutions the access to any third party app, it is strictly forbidden to store, capture and reuse authentication data (login / password of SOMFY’s account) that You may have access to.
You agree to hold all Confidential Information, such as SOMFY’s APIs, in strict confidence, not to disclose, distribute or disseminate the Confidential Information or information derived therefrom in any way to any third party and not to use the Confidential Information for Your own benefit or the benefit of others, or for any purpose except in connection with the purpose in the hereby General Terms.
Upon SOMFY's request, You will return or destroy (and certify such destruction) all materials, in any medium, that contain, embody, reflect or reference all or any part of any Confidential Information.
You acknowledge that breach of this provision may result in irreparable harm to SOMFY, for which money damages may be an insufficient remedy, and therefore SOMFY will be entitled to seek injunctive relief to enforce the provisions of this section without requirement of posting a bond or providing special evidence.
For avoidance of doubt, You may not use or disclose any Confidential Information for any patents or patent applications.
XVI. TERM AND TERMINATION
These Terms between You and SOMFY and/or a SOMFY Affiliate shall commence upon the creation of your Developer Account, and shall continue for so long as You are using any of SOMFY's APIs, unless terminated in accordance with these General Terms.
Each SOMFY Affiliate and SOMFY may, at any time, immediately terminate the relevant Agreement if:
- You have breached any provision of the relevant General Terms; or
- SOMFY or a SOMFY Affiliate is required to do so by law; or
- You decline to accept any new terms or version of these General Terms.
SOMFY or any SOMFY Affiliate may terminate this Agreement in respect of any SOMFY API for any reason upon written notice.
Upon termination for any reason, You agree to cease without delay all use of SOMFY's APIs, together with SOMFY and SOMFY Affiliates’ materials, services and/or Developer Keys in relation to SOMFY's APIs.
Any provisions which are either expressed to survive termination of these General Terms or, from their nature or context, are apparently intended to survive termination of these General Terms shall remain in full force and effect notwithstanding termination of these General Terms.
If any provision of these General Terms is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. SOMFY and You agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision.
The failure of any party to insist on or enforce strict performance of any provision of these General Terms or to exercise any right or remedy under these General Terms will not be construed as a waiver. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver will be construed as a waiver of any other and/or succeeding breach of such provision or a waiver of the provision itself.
You may not assign any of Your rights or delegate the performance of any of Your obligations under this Agreement without the prior written consent of SOMFY. Any purported assignment in violation of hereof shall be null and void. SOMFY reserves the right to assign this Agreement or any right or obligation under this Agreement to an SOMFY’s Affiliate without consent.
SOMFY will not be liable to You for any losses arising out of the delay or interruption of SOMFY's performance of obligations under the Agreement due to an event of force majeure as defined by article 1218 of the French Civil Code.
5-Independent development activities
You acknowledge that SOMFY works with many software developers and some of their software and related services may be similar to or compete with your applications. SOMFY may also be developing its own similar or competing applications and products. Nothing in these API General Terms shall in any way limit, restrict or preclude SOMFY from pursuing any of these, or any other, present or future business activities, opportunities or interests or from entering into any agreement or transaction with any person.
6-Governing law and Jurisdiction
This Agreement is deemed to be entered in France and will be governed by and interpreted in accordance with the Laws of France, excluding (i) that body of law known as conflicts of law and (ii) the United Nations Convention on Contracts for the International Sale of Goods. The parties agree that any dispute arising under this Agreement will be resolved by competent courts in Paris, and the parties hereby expressly and irrevocably consent to the jurisdiction of such courts.