Software Developer’s Kit (“SDK”) License Agreement
Notice to user: THIS IS A LICENSE AGREEMENT BETWEEN YOU OR THE ENTITY ON WHOSE BEHALF YOU ACCEPT THIS AGREEMENT (“YOU,” “YOUR” or “LICENSEE”) AND JOHNSON CONTROLS INC AND ITS AFFILIATES (COLLECTIVELY, “JCI,” “US” or “LICENSOR”). BY ACCESSING OR USING THE SDK/API OR BY CLICKING THE "I ACCEPT" BUTTON BELOW YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT, INCLUDING THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON YOUR EMPLOYER’S BEHALF; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE API.
1. DEFINITIONS.
a. “API” means machine accessible application programming interface.
b. “API Documentation” means the API documentation made available to you by JCI from time to time.
c. “API Key” means the security key JCI makes available for you to access the API.
d. “Applications” means any application developed by JCI to interact with API.
e. “JCI APIs” means any form of machine accessible application programming interface that JCI makes available which provides access to a JCI Offering, including all associated tools, elements, components and executables therein.
f. “JCI Offering” means the technology and application software made available by JCI on a hosted basis.
g. "JCI Marks” means those logos, trademarks or service marks specifically identified by JCI in writing as subject to the license granted herein.
h. “SDK” means JCI APIs, sample code that enables interactions with a JCI Offering, and any API Documentation or other materials made available to you by JCI, including any Updates.
i. “Updates” means any updates, bug fixes, patches, or other error corrections to the API that JCI generally makes available free of charge to all licensees of the API.
2. LICENSE.
a. License Grant. Subject to and conditioned on your payment of Fees, if any, and compliance with all the terms and conditions set forth in this Agreement, JCI hereby grants you a limited, revocable, non-exclusive, as-is, non-transferable, non-sublicensable license during the term of this Agreement to (i) use the SDK solely for the purposes of internally developing the Applications that will communicate and interoperate with the JCI Offering; and (ii) display certain JCI Marks in compliance with the usage guidelines that JCI may specify from time to time solely in connection with the use of the SDK and the Applications and not in connection with any public announcement or the advertising, promotion, distribution, or sale of any other products or services. You acknowledge that there are no implied licenses granted under this Agreement. You may not use the SDK or JCI Marks for any other purpose without our prior written consent. You must go through the registration process made available to you for the use and access of the API. You may not share your credentials (including any key that may be provided) with any third party, must keep your credentials and all log-in information secure, and must use the credentials as your sole means of accessing the API. Your credentials may be revoked at any time and without cause by us.
b. Use Restrictions. Licensee shall not use the SDK for any purpose beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as expressly set forth in this Agreement, Licensee shall not at any time, and shall not permit others to:
a. use the SDK in a way that would impair, harm or damage JCI, the JCI APIs, any JCI Offering, or anyone’s use of the JCI APIs or any JCI Offerings;
b. copy, modify or create derivative works of the SDK, in whole or in part;
c. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the SDK;
d. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the SDK, in whole or in part;
e. remove any proprietary notices from the SDK;
f. use the SDK in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
g. combine or integrate the SDK with any software, technology, services, or materials not authorized by JCI;
h. design or permit the Applications to disable, override, or otherwise interfere with any JCI-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
i. use the SDK in any of the Applications to replicate or attempt to replace the user experience of the JCI Offering;
j. attempt to cloak or conceal your identity or the identity of the Applications when requesting authorization to use the SDK; or
k. use the SDK to contest any intellectual property rights of JCI.
You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be updated from time to time. In addition, you will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
c. Reservation of Rights. Except for the limited license granted in Section 2(a), JCI reserves all other rights and nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the SDK.
3. Licensee Responsibilities.
a. Licensee is responsible and liable for all uses of the SDK resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Licensee is responsible for all acts and omissions of Licensee’s end users in connection with the Application and their use of the SDK, if any. Any act or omission by Licensee’s end user that would constitute a breach of this Agreement if taken by Licensee will be deemed a breach of this Agreement by Licensee. Licensee shall make all of Licensee’s end users aware of this Agreement’s provisions as applicable to such end user’s use of the SDK and shall cause end users to comply with such provisions.
b. Licensee must obtain an API Key through the registration process made available to you for use and access of the API. Licensee may not share API Key with any third party, must keep the API Key and all log-in information secure, and must use the API Key as Licensee’s sole means of accessing the API. The API Key may be revoked at any time by Licensor.
c. Licensee shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that are updated from time to time.
d. Licensee shall monitor the use of the Applications for any activity that violates applicable laws, rules and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of the Applications from further use of the Applications. Licensee is solely responsible for posting any privacy notices and obtaining any consents from Licensee’s end users required under applicable laws, rules, and regulations for their use of the Applications.
e. All use by Licensee of the Licensor Marks, if any, will comply with any usage guidelines that Licensor may specify from time to time. Licensee agrees that Licensee’s use of the Licensor Marks in connection with this Agreement will not create any right, title, or interest in or to the Licensor Marks in favor of Licensee and all goodwill associated with the use of the Licensor Marks will inure to the benefit of Licensor. In addition, Licensee shall not engage in any practice or other activity that is or is likely to be detrimental to the goodwill associated with the JCI Marks or the goodwill or reputation of the JCI or its services or products, or that constitutes a deceptive trade practice or unfair competition or that violates any applicable fair trade laws or advertising rules and regulations that would disparage the JCI Marks.
4. No Support; Updates. This Agreement does not entitle you to any support for the API. You acknowledge that we may update or modify the SDK from time to time and at our sole discretion (in each instance, an “Update”), and may require you to obtain and use the most recent version of the SDK. Updates may adversely affect how Your Applications communicate with the JCI Offering. You are required to make any changes to the Applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the API following an Update constitutes bunding acceptance of the Update.
5. Fees/No Fees. You acknowledge and agree that no license fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement unless provided for differently elsewhere. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, we reserve the right to start charging for access to and use of the API at any time.
6. Collection and Use of Your Information. We may collect certain information through the API or the Licensor Offering about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through the SDK or the JCI Offering, you consent to all actions taken by us with respect to your information in compliance with the then-current version of our privacy policy and data protection requirements, available at www.johnsoncontrols.com/privacy.
7. Intellectual Property Ownership; Feedback. You acknowledge that, as between you and us, (a) JCI owns all right, title, and interest, including all intellectual property rights, in and to the SDK, and the JCI Offering, and the JCI Marks and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Applications, excluding the aforementioned rights in Section 7(a). You will use commercially reasonable efforts to safeguard the SDK and JCI Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the SDK and JCI Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the SDK and the JCI Offering, or the JCI Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, including all intellectual property rights, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
8. Disclaimer of Warranties. THE SDK AND JCI MARKS ARE PROVIDED "AS IS" AND JCI SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. JCI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. JCI MAKES NO WARRANTY OF ANY KIND THAT THE SDK OR JCI MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
9. Indemnification. You will indemnify, defend, and hold harmless JCI and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to (a) your use or misuse of the SDK or JCI Trademarks, (b) your breach of this Agreement, and (c) Your Applications, including any end user's use thereof. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.
10. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY, INCLUDING ANY END USER, UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF $50,000 EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR JCI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN 45 DAYS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
11. Term and Termination. The term of this Agreement commences when you access the API/acknowledge your acceptance of this Agreement by clicking the "I ACCEPT" button and will continue in effect until terminated as set forth in this Section.We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the SDK and JCI Trademarks. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by ceasing your access to and use of the SDK and JCI Trademarks. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently and securely erase from all devices and systems you directly or indirectly control all copies of the SDK and JCI Trademarks. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination, including, but not limited to, Sections 8, 9, 10, 14, 15, and 16. Termination will not limit any of JCI's rights or remedies at law or in equity.
12. Export Regulation. The SDK may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the SDK to, or make the SDK accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the API available outside the US.
13. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. You will be notified of modifications through reasonable means including posts on a JCI Website or direct email communication from us. You will be responsible for reviewing and becoming familiar with any such modifications.
14. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Wisconsin. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Wisconsin in each case located in the city of Milwaukee and County of Milwaukee, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
15. Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity of this Agreement, including the determination of scope or applicability of the agreement to arbitrate, shall be determined by confidential and binding arbitration in the city of Milwaukee in the state of Wisconsin, U.S.A. before a single arbiter. The language to be used in the arbitrary proceedings shall be in English. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction under U.S. law or, where relevant, pursuant to the 1958 United National Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The Parties agree to keep all disputes arising under the Agreement confidential, except as necessary in connection with a judicial challenge to or enforcement of an award or unless otherwise required by Law or judicial decision. The arbitrator may issue orders to treat any information regarding such proceedings, including the award, as Confidential Information under the Agreement. This Section shall not preclude either Party from seeking equitable relief to protect its interests, including but not limited to injunctive relief, from a court of appropriate jurisdiction.
16. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Agreement may not be amended or modified without a writing signed by authorized representatives of both parties. Any notices to us must be sent to our corporate headquarters address available at https://www.johnsoncontrols.com/contact-us and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the SDK. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.