API TERMS OF USE (CUSTOMER VERSION)

If you click the “I accept” button:

• you accept the API Terms of Use, and agree that the Customer will be legally bound by its terms; and
• you represent and warrant that you have the right, power and authority to enter into the undertakings set forth herein on behalf of the Customer.

1.1 These API Terms of Use (Customer Version) (below the “API Terms of Use”) set forth the general terms and conditions for the supply by EPR and the use by the Customer of APIs in relation to Connected Services and/or Product and Service Data. These API Terms of Use supplement the General Terms and Conditions for Supply of Connected Services (the “GTC”), and (where applicable) they constitute an integral part of the Agreement between EPR and the Customer for supply of Connected Services.

1.2 Defined terms used herein shall have the respective meanings set forth in the GTC, unless otherwise specifically set forth herein.

1.3 Where agreed with the Customer that the Connected Services shall be integrated with a Solution Provider providing services to the Customer, such Solution Provider’s access to and use of the APIs, and the transfer of Product and Service Data to such Solution Provider, is conditional on also the Solution Provider accepting and complying with the separate API Terms of Use (Solution Provider Version).

2.1 EPR undertakes to supply available and agreed APIs to the Customer as set out in these API Terms of Use, subject to a written purchase order placed by Customer to be accepted by EPR, which refers to and incorporates the terms of these API Terms of Use and specifies the agreed APIs and the permitted use thereof (an “API Order”). APIs are supplied at EPRs sole discretion, and EPR shall not be obliged to accept any API Order or be obliged to supply APIs unless EPR has accepted an API Order in writing. Each API Order shall contain and specify at least the following: Smart Appliances by category and/or models; API(s) identified by name and version; identity of Solution Provider; Application (as defined in Section 2.4 below); intended purposes of use including description of nature of Product and Service Data to be transferred to Customer and/or Solution Provider, and related services and processing thereof by Solution Provider; estimated volume of API calls and estimated volume of Product and Service Data to be transferred to Customer and/or Solution Provider; timing for delivery of API and use thereof; and pricing (based on EPR’s published price list). EPR will make available the agreed APIs to the Customer through EPR’s API management platform/interface (accessible from website, the “API Platform”), upon the mutual execution of the API Order, and subject to full payment by the Customer of all applicable fees for use of the APIs.

2.2 Subject to Section 2.1, upon EPR’s acceptance of the API Order, EPR will provide the Customer with access to the API Platform by means of invitation links. The Customer may forward such invitations links to its authorized Solution Provider, which upon its acceptance of the separate API Terms of Use (Solution Provider Version) will be given access to the API Platform. Each of the Customer and the Solution Provider, and their respective Users, may be required to register separate user account for accessing the API Platform.

2.3 The supply of APIs as a part of the Connected Services and access to the API Platform are subject to certain special terms as set out herein.

2.4 The APIs will be supplied by EPR, and may be used by the Customer, for the sole purpose of developing integrations for accessing and exporting the Customer’s Product and Service Data as stored in the Connected Services platform, in EPR’s standard data format, to the Customer’s software platform or to an identified Solution Provider’s software platform, such software platform referred to below as the “Application”, as specified in the API Order.

2.5 EPR will make the APIs available to the Customer through the API Platform in the version applicable from time to time (beta version and/or commercial versions). The Customer agrees and acknowledges that EPR reserves the right to change the content, functionality, performance and features of the APIs and/or the API Platform at any time without prior notice, and that EPR does not guarantee that the APIs and/or the API Platform will have any specific content, functionality, performance or other features.

2.6 The Customer acknowledges and agrees that EPR or its Affiliates (as applicable) will not assume any liability for the integrations developed by the Customer and/or the Solution Provider by use of the licensed APIs, or the proper functioning of the Connected Services and/or proper transfer of Product and Service Data in relation to any such Application. EPR accordingly does not warrant that the APIs or any exported Product and Service Data will be interoperable or compatible with the Application or any other software.

2.7 EPR reserves the rights to suspend or restrict a User’s and/or the Customer’s access to the APIs and/or the API Platform in accordance with Section 2.9 of the GTC

3.1 The Customer is hereby granted a non-exclusive license right to use only the agreed APIs (but not any other APIs that may be available on the API Platform) on the same terms as those applying for the Connected Services according to the Agreement (as further set forth in Section 3 (License to Use) of the GTC), subject to the special terms set forth herein.

3.2 The APIs may only be used by the Customer for development of integrations for integration of the Connected Services with the Customer’s own software platform, or (as the case may be) integration of the Connected Services with, and sharing of the Customer’s Product and Service Data with, an identified Solution Provider by use of the Application set forth in the API Order. Further, the API Order may specify certain Volume Limitations on usage, such as maximum number of API calls per day or other limitations.

3.3 The Customer shall use the APIs in accordance with the general obligations and restrictions set forth in the Agreement, and shall be fully liable for all such use (by the Customer, its Affiliates, the Solution Provider, and their respective Users) in accordance with the terms of the Agreement and these API Terms of Use, including but not limited to Section 4 (General Customer Obligations) of the GTC. The Customer will be responsible for the control and administration of access and permission rights in relation to access to the APIs by the Customer and/or the Solution Provider.

3.4 The Customer shall further be liable for ensuring that EPR or its Affiliates (where applicable) receive the necessary authorizations, consents and permits to integrate the Connected Services with the Application and to connect and transfer Product and Service Data from the Connected Services platform to the designated Solution Provider. For clarity, the Solution Provider’s software platform will always be integrated directly with the Connected Services platform, and not via the Customer’s software platform as an intermediary.

3.5 The Customer acknowledges and agrees that: The Solution Provider, which is given access to the Customer’s Product and Service Data by use of the APIs, may only use the Product and Service Data for the purpose of supplying its services to the Customer and for no other purposes whatsoever. In particular, the Solution Provider may not use the Product and Service Data for its own purposes, or for the purposes of any other customer or business partner of the Solution Provider. The Solution Provider shall accept to be bound by the API Terms of Use (Solution Provider Version) and will not be given access to the Connected Services and/or Product and Service Data before such acceptance of terms. Where the Solution Provider fails to comply with the API Terms of Use (Solution Provider Version), EPR reserves the right to take all necessary actions including but not limited to suspending or terminating the Solution Provider’s access to the Connected Services and/or Product and Service Data and/or the API Platform. The Customer shall immediately inform EPR if the Customer has reasons to believe that the Solution Provider is using Product and Service Data for unauthorized purposes or otherwise breaching its obligations under the API Terms of Use (Solution Provider Version).

4.1 EPR will provide Support and Maintenance for the APIs in accordance with Section 5 (Support and Maintenance) of the GTC.

4.2 For the avoidance of any doubt, does not EPR provide or guarantee any service levels in relation to the APIs, whether in relation to availability or otherwise.

5.1 The Customer shall be liable for maintaining appropriate information security measures to ensure that the Application operates with the APIs and the Connected Services in a secure manner. The Customer’s and/or the Solution Providers’ network, operating system and related software of servers, databases, and computer systems must be properly configured to securely operate the Application and store Product and Service Data collected through the Application by use of the APIs.

5.2 EPR reserves the right to monitor the use of the APIs, and to use technology to detect, prevent or limit the impact of any information security issues caused by the Application and use of the APIs.

5.3 The Customer shall permit EPR reasonable access to the Application for the purposes of monitoring compliance with these API Terms of Use and will cooperate in good faith with EPR in relation to any compliance issues.

5.4 The Customer shall promptly report to EPR any security deficiencies in or intrusions to the Application, will work diligently with EPR to immediately correct any security deficiency and will disconnect immediately any intrusions or intruder.

6.1 To the extent the Customer uses the APIs for export of Product and Service Data containing any personal data, Section 8 (Processing and Transfer of Personal Data and Other Data) of the GTC shall apply in relation to the processing of any such personal data.

7.1 EPR, its Affiliates and/or its licensors (where applicable) are the exclusive owners of the APIs and all Intellectual Property Rights associated with the APIs.

7.2 The Customer or the Solution Provider, as the case may be, is the exclusive owner of the Application and all Intellectual Property Rights associated with the Application.

8.1 The warranty disclaimers and limitations of liability set forth in the Agreement (see Section 13 (Warranty Disclaimers) and Section 14 (Limitation of Liability) of the GTC) shall apply also in relation to the supply of APIs under these API Terms of Use.

9.1 In addition to what follows from the Agreement (including Section 6 (Fees and Payment) of the GTC), the following terms shall apply for the supply of the APIs.

9.2 The Customer will pay an additional fee for the rights to use the APIs, as set out in the API Order.

9.3 The fee will be invoiced by EPR in the same manner and with the same frequency as agreed in the Agreement for invoicing of the fees for the Connected Services.

10.1 These API Terms of Use shall apply during the term of the Agreement unless otherwise set out in the API Order or below. These API Terms of Use accordingly shall terminate automatically upon termination or expiry of the Agreement for whatever reason.

10.2 Unless otherwise agreed in the API Order, these API Terms of Use, and the Customer’s rights to access and use the APIs, can be terminated by either Party upon the expiry of each Contract Period (the Initial Term, or the relevant Renewal Term), by giving the other Party written notice at least thirty (30) days prior to the expiry of the relevant Contract Period. Such termination may be made separately from any termination of the Agreement as a whole.

10.3 Upon the termination of these API Terms of Use, the Customer’s license rights to access and use the APIs shall immediately cease.

11.1 These API Terms of Use shall be governed by the same applicable law, and be subject to the same dispute solution provisions, as set out in the Agreement.