Terms & Conditions for Use of Otis Developer Portal
1. Background
This is an agreement (the “Agreement”) between you and Otis Elevator Corporation (referred to hereinafter together with its affiliates and subsidiaries as “OTIS”) who is offering the OTIS Developer Portal (the “Portal”) for your use for testing and development purposes (“Purpose”).
By using the Portal, you agree to be bound by this Agreement. If you do not accept this Agreement, then you may not use the Portal.
Your usage of the Portal may be subject to additional terms and conditions in agreements executed by you or your organization and OTIS (“API Agreements”). To the extent that the terms of the API Agreements conflict with the terms of this Agreement the terms of the API Agreements shall apply to your use of the OTIS’s Application Programming Interface (“API”) and these terms shall apply to your use of the Portal.
2. User Access
Your username and password (“Credentials”) are personal to you. You shall not share or allow other individuals to use your Credentials. You are liable for any damages or breaches of the terms of this Agreement caused using your Credentials.
3. Limited Portal and API License
I. Subject to your compliance with this Agreement, OTIS hereby grants you a personal, non-exclusive, terminable, non-transferable, non-sublicensable, limited right and license to use the API and the Portal solely for development and testing of the API for use in integration between a robotics platform and OTIS elevator systems. Nothing in this Agreement shall be construed as a license to the API for commercial purposes.
Licensee's rights shall be limited solely to the connection and interface provided by the Portal for running tests for optimizing the interaction between OTIS products and Licensee products and not the creation of a commercial product. The use of the API by Licensee for commercial purposes shall be subject to terms and conditions of a separate API Agreements which shall be entered into at OTIS’s sole discretion. Except for the license expressly granted in this Agreement, OTIS retains all right, title and interest in and to the API, and all intellectual property rights therein. Licensee shall not, and is not authorized to, modify, create derivative work from, adapt, translate, reverse engineer, decompile, disassemble, or decrypt the API or make any other attempt to reconstruct or discover any of the source code of any software provided as part of the Portal or API.
II. To the extent that Licensee creates a derivative work in violation of the terms of this agreement, such work shall be solely owned by OTIS and all source code and associated intellectual property shall be promptly transferred to OTIS.
4. Confidentiality
I. You acknowledge and agree that the API and Portal and the information contained therein constitute confidential information of OTIS. Licensee shall not use the API or Portal for any purpose other than in the exercise of its rights under this Agreement.
II. You agree to hold the API the Portal, and the information contained therein in confidence and to protect it against disclosure to the public and third parties, including your affiliates. Accordingly, you shall employ protective measures fully commensurate with those used by you to protect its own trade secrets from disclosure to the public and third parties. Such measures shall include restricting access to the API only to Licensee's employees and contractors whose access is reasonably necessary to exercise its rights under this Agreement and who have a legally enforceable obligation to Licensee that would conform to the obligations of this Agreement.
5. General Limitations
You agree not to use the API, the Portal and the material provided therein (including the demo and test environment and data) or any data accessed in the Portal (all hereinafter together the “OTIS Property”):
I. in any way or for any purpose that is illegal, causes harm to any person or entity, or for any infringing or offensive purpose;
II. to transmit, store, display, or distribute any personal information or any information or data that may be illegal, offensive, or that could be used to enable or further illegal activities;
III. to to damage any OTIS equipment, OTIS solutions or any IT or telecoms infrastructure, systems, devices, hardware or software or to slow down or otherwise impede or degrade the performance of any of OTIS’s services; or
IV. to perform any activity competing with OTIS.
6. No warranty
OTIS MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, AS TO ANY MATTER WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE API, AND PORTAL AND INFORMATION CONTAINTED THEREIN ARE PROVIDED AS IS AND WITH ALL FAULTS. OTIS AND ITS AFFILIATES AND SUPPLIERS HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALSO, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT.
7. Limitation of Liability
YOU AGREE THAT ACCESSING AND USE OF THE API AND PORTAL AT YOUR OWN RISK. IN NO EVENT WILL A OTIS OR ITS AFFILIATES, EMPLOYEES, OFFICERS AND DIRECTORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES INCLUDING WITHOUT LIMITATION SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, DAMAGES TO ANY COMPUTER, DEVICE, OR SYSTEM, LOSS OF DATA GOODWILL, USE OR OTHER LOSSES) ARISING OUT OF OR IN ANY WAY RELATED TO THE API, PORTAL, SERVICES, ITS TECHNOLOGY OR THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THE BASIS OF THE CLAIM AND EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES OR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
8. Feedback
You may (but are not obligated to) provide OTIS or its affiliates with comments or other feedback, suggestions, or recommended improvements regarding the Services (collectively, “Feedback”). You agree that OTIS and its designees are free to use, disclose, reproduce, license and otherwise distribute and exploit Feedback as OTIS sees fit and without obligation to you or restriction of any kind.
9. Indemnification
You acknowledge that this is a service for convenience only. You shall indemnity, defend and hold harmless OTIS, its affiliates, employees, suppliers, officers and directors against any and all claims, damages, losses, costs and expenses (including attorney’s fees and other litigation costs) arising out of or connected with you use of the API or Portal.
10. Termination
OTIS may terminate your access to the Portal and revoke the license to the API at its sole discretion and without notice for:
I. Any breach by you of the terms of this Agreement;
II. Any use by you of the API or Portal that cause service disruption or otherwise degrade the performance of the Portal;
III. At any time that your account is inactive for a significant period of time; or
IV. At any time if OTIS discontinues, moves, or modifies its services or changes its business model.
11. Export Control
You acknowledge that you will comply with all export and import laws and regulations of all countries involved in the data transfers. You shall be responsible for knowledge of applicable export laws. You agree no material or data shall be exported or re-exported directly or indirectly if prohibited by law.
12. Governing law
This agreement is governed by the laws of the State of Connecticut, USA. You agree that the federal and state courts in Connecticut are the exclusive forum for resolving disputes concerning this agreement and for such disputes, you agree irrevocably to submit to non-exclusive personal jurisdiction in Connecticut.
13. Miscellaneous
I. Severability. If any part of this Agreement shall be held unenforceable, the remainder of the Agreement shall nevertheless remain in full force and effect.
II. Survival. The rights and obligations under Section 3.II., Article 4 (Confidentiality), Article 6 (No Warranty), Article 7 (Limitations of Liability), Article 8 (Feedback) Article 9 (Indemnification), Article 11 (Export Control), and Article 12. (Governing Law) shall survive the termination or expiration of this Agreement.
III. No Further Agreement. This Agreement shall not be construed or interpreted as obligating either Party to enter into a further agreement or contractual arrangement.