API TERMS OF USE (SOLUTION PROVIDER VERSION)

If you click the “I accept” button:

• you accept the API Terms of Use, and agree that the Solution Provider 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 Solution Provider.

1.1 These API Terms of Use (Solution Provider Version) (below the “API Terms of Use”) set forth the general terms and conditions for the supply by EPR and the use by the Solution Provider of application programming interfaces (“APIs”) in relation to Connected Services and/or Product and Service Data (as defined below), for the purposes of the Solution Provider providing services to a Customer by use of the APIs.

1.2 In these API Terms of Use, “EPR” shall mean Electrolux Professional S.p.A. or other relevant legal entity within the Electrolux Professional Group (meaning EPR, the parent company Electrolux Professional AB, Sweden, and its affiliates), and “Solution Provider” shall mean a third party engaged by the Customer for the purpose of integrating the Connected Services with the Solution Provider’s or the Customer’s own software platform, or any other third party engaged by the Customer for providing services to the Customer in relation to the Connected Services by use of APIs to be provided by EPR.

1.3 The Solution Provider’s access to and use of the APIs, and the transfer of Product and Service Data from EPR to such Solution Provider, is conditional on the Solution Provider accepting and complying with these API Terms of Use. Upon the Solution Provider’s acceptance hereof, these API Terms of Use shall constitute a legally binding agreement between EPR and the Solution Provider.

1.4 In connection herewith, the Customer for which the Solution Provider will provide services relating to the Connected Services, by use of the APIs, has executed a separate agreement with EPR (the “Customer Agreement”) which incorporates corresponding API Terms of Use (Customer Version).

2.1 By the separate Customer Agreement, EPR has undertaken to supply Connected Services (meaning the Electrolux Professional Group’s proprietary software service, for monitoring and communication with professional appliances and equipment manufactured by the Electrolux Professional Group, with Internet-of-Things enabled features and technology (“Smart Appliances”) to enable the delivery of data (“Product and Service Data”) from such Smart Appliances to the Electrolux Professional Group’s software platform branded “ONE CONNECTED).

2.2 In a separate purchase order (“Customer API Order”), executed by EPR and the Customer under the Customer Agreement, EPR has further agreed to provide certain available agreed and specified APIs, for specific permitted use and subject to the other conditions and limitations as set forth therein. In the Customer API Order, the Solution Provider has been specifically identified and authorized by EPR to use the agreed and specified APIs for the purpose of providing services to the Customer in relation to the Connected Services and the Product and Service Data.

2.3 The APIs will be supplied by EPR, and may be used by the Customer and the Solution Provider, 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 the Solution Provider’s software platform, such software platform referred to below as the “Application”.

2.4 EPR will make available the agreed APIs to the Solution Provider through EPR’s API management platform/interface (accessible from website, the “API Platform”), by way of invitation links provided to the Customer, who will be responsible for admitting access for the Solution Provider. The Solution Provider will only get access to the agreed and specified APIs and not any other APIs that may be available on the API Platform.

2.5 EPR’s liability for the APIs is subject to the limitations set forth in the Customer Agreement and the Customer API Order. EPR hereby expressly disclaims all liability for the APIs in relation to the Solution Provider.

2.6 The Solution Provider shall accept to be bound by these API Terms of Use and will not be given access to the Connected Services and/or Product and Service Data before such acceptance of terms, and EPR’s acceptance of the Customer API Order. Where the Solution Provider fails to comply with these API Terms of Use, 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.

2.7 The Solution Provider shall provide EPR or its affiliates (where applicable) with all 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 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.

3.1 The Solution Provider may only use 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.

3.2 The Solution Provider undertakes:

(a) to only use the APIs, the Connected Services and the Product and Service Data in accordance with the Customer Agreement and the Customer API Order, and all applicable laws;
(b) to not sublicense, grant access to, or otherwise make the APIs, the Connected Services or the Product and Service Data available to, any unauthorized party or to parties located in areas where the Customer is prohibited from using the Connected Services;
(c) to not use the APIs, the Connected Services or the Product and Service Data in any manner that may lead to security risks or risks of damage to the Connected Services, the Customer, the Electrolux Professional Group, the Smart Appliances, other customers, or other third parties, including but not limited by dissemination of malicious code (including viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs); and
(a) to not (i) perform any unauthorized copying or distribution of software, code, documentation or other materials owned by the Electrolux Professional Group, (ii) interfere with or interrupt, or attempt to interfere with or interrupt the Connected Services or the operation thereof in any way, (iii) impersonate any person, business, entity, or IP address, (iv) not circumvent or break EPR’s security measures for the Connected Services, or access (or attempt to access) the Connected Services or any Smart Appliances by any means other than through the interface provided by EPR, or otherwise gain or attempt to gain unauthorized access to the Connected Services, including by reverse engineering or installing firmware not approved by EPR, (v) frame or mirror any portion of the Connected Services, or incorporate any portion of the Connected Services into any other product or service without EPR’s prior express written consent, (vi) access the Connected Services in order to build a similar or competitive service or product (except for integrations with the Customer’s own software platform (or the Solution Provider’s software platform), (vii) except as follows from mandatory legislation, reproduce or in any other way multiply, reverse-engineer, or decompile the software included in the Connected Services, (viii) use any robots, spider, applications or other automatic device or process to systematically retrieve, index, “scrape,” “data mine,” or otherwise gather data or content from the Connected Services, (ix) change, damage, or delete any content provided by EPR, or (x) reproduce the Connected Services, its structure, or its presentation, without EPR’s prior written consent.

3.3 THE SOLUTION PROVIDER WILL INDEMNIFY IN FULL AND HOLD EPR (AND ANY OF ITS AFFILIATES) AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS HARMLESS IN RELATION TO ANY THIRD PARTY CLAIMS AND ANY OTHER COST, LOSS, DAMAGE, OR ATTORNEYS’ FEES INCURRED BY EPR (AND ANY OF ITS AFFILIATES) AS A RESULT OF THE SOLUTION PROVIDER’S BREACH OF ANY OF ITS OBLIGATIONS UNDER THESE API TERMS OF USE, INCLUDING, BUT NOT LIMITED TO, BREACHES TO THE UNDERTAKINGS UNDER THIS SECTION 3.

4.1 The Solution Provider 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 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.

4.2 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.

4.3 The Solution Provider 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.

4.4 The Solution Provider 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.

5.1 To the extent the Customer uses the APIs for export of Product and Service Data containing any personal data, the Customer is liable for processing any such personal data under applicable laws, (and for the avoidance of doubt, in no event will EPR act as a data processor in relation to any such personal data). To the extent the Solution Provider will process any personal data on behalf of the Customer, the Customer and the Solution Provider will be responsible for entering into a data processing agreement and undertaking any other measures required by applicable laws.

6.1 The APIs (including all associated software code, tools, elements, components and executables of such application programming interface, and any related documentation) are proprietary, confidential information owned by EPR. The Solution Provider accordingly undertakes to (i) use the APIs exclusively for the purposes permitted under these Terms of Use, (ii) not distribute or disclose the APIs to any unauthorized third party, and (iii) treat the APIs with at least the same degree of care with regard to protection of confidential information, as it uses in protecting and preserving its own confidential and proprietary information of like character and importance, but not less than a reasonable degree of care.

7.1 The Electrolux Professional Group 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 Subject to Sections 8.1 and 8.2 below, these API Terms of Use shall apply as long as the Solution Provider provides services to the Customer in relation to Connected Services and/or Product and Service Data.

8.2 These API Terms of Use shall terminate automatically upon termination or expiry of the Customer Agreement or the Customer API Order for whatever reason.

8.3 EPR may terminate these API Terms of Use at any time by thirty (30 days written notice for any or no reason.

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

9.1 These API Terms of Use shall be governed and construed in all respects in accordance with the substantive laws of Sweden without regard to its principles governing conflicts of laws.

9.2 Any dispute, controversy or claim arising out of or in connection with these API Terms of Use or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be the English.

9.3 The arbitral proceedings are subject to strict confidentiality. All information which is produced during the arbitral proceedings, as well as decisions and arbitral awards issued in connection with the proceedings, are subject to confidentiality.