Terms and Conditions

Please read and agree to the below Developer Portal terms and conditions (the Terms) and the DLL Policies (as defined in clause 1.2 below) before registering at the DLL’s developer portal (the Developer Portal) in order to download and / or use any application programming interface ( API), software development kit ( SDK), documentation or other materials, including updates thereof, made available by DLL on the Developer Portal (jointly the Content).

By checking the acceptance box when registering at the Developer Portal you accept, both as an individual and on behalf of the company or other legal entity you represent (the Company) (you and the Company hereinafter jointly referred to as you), without reservation, to be bound by all terms and conditions in these Terms and in the DLL Policies. If you do not agree with the terms and conditions in these Terms and in the DLL Policies, please do not check the acceptance box and do not register at the Developer Portal in order to access the Developer Portal and use the Content.

If you accept the terms and conditions in these Terms and the DLL Policies on behalf of a company or other legal entity, you warrant (garandeert) that you have full legal authority to accept the terms and conditions in these Terms and in the DLL Policies on behalf of such company or other legal entity, to legally bind such company or other legal entity and to register an Application (as defined in clause 1.3 below) on behalf of such company or other legal entity.

1 GENERAL

1.1 By checking the acceptance box when registering at the Developer Portal you enter into an agreement with De Lage Landen International B.V., a company incorporated under the laws of the Netherlands under company number 17056223, whose registered office is at Vestdijk 51, (5611 CA) Eindhoven, the Netherlands (DLL).

1.2 By checking the acceptance box when registering at the Developer Portal, you also accept the applicability and the contents of the DLL policy’s as made available on the Developer Portal and amended from time to time, including the Privacy Policy, the Brand Policy and the Password Policy (jointly the DLL Policies).

1.3 You agree that these Terms are without prejudice to your other agreements with DLL, if any, and form an additional agreement with DLL specifically relating to your use of the Developer Portal and the downloading and use of the Content in order to establish an integration of the Content within your software application, website or product (the Application ) and to enable end users of the Application to consume the digital services, information and products made available by DLL (jointly the Business Services ) via the Application.

1.4 You agree that in addition to these Terms, specific terms and conditions for the downloading and use of the Content or the use of the Business Services may apply, including but not limited to API policies (the Specific Terms ). The Specific Terms are included in the documentation made available with the Content or Business Services, and may be amended from time to time. If you accept the terms and conditions in the Specific Terms on behalf of a company or other legal entity, you warrant (garandeert) that you have full legal authority to accept the terms and conditions in the Specific Terms on behalf of such company or other legal entity and to legally bind such company or other legal entity on behalf of such company or other legal entity.

2 DEVELOPER ACCOUNT

2.1 Before accessing the Content, you must sign-up to the Developer Portal using your name, email and, if applicable, the organization code of the Company. By signing-up, you warrant (garandeert) that the sign-up details used by you are accurate and up-to-date and that you are (an employee of subcontractor of) the Company whose organization code is used and that you are authorized to represent such Company.

2.2 You are responsible for safeguarding your password for your developer account and for any activities and actions taking place under your password in accordance with DLL’s Password Policy. You are prohibited to share your password with any third party.

2.3 After you have signed-up to the Developer Portal, DLL will either approve or reject the credentials provided by you to access the Developer Portal, download and use the relevant Content. All activities that occur using those credentials are your responsibility. You are prohibited to use your credentials after you have ceased working for the Company.

3 LICENSE

3.1 Provided that you and end users of the Application comply with these Terms, the DLL Policies and the Specific Terms in full, DLL grants you a limited, non-exclusive, non-assignable, non-transferrable, freely revocable, limited license under its intellectual property rights to use the Developer Portal and to download and use the Content you have been granted credentials for to develop, test and support the Application in order to establish an integration of the relevant Content within the Application, and to enable end users of the Application to consume the Business Services via the Application in accordance with these Terms (the License).

4 RESTRICTIONS AND CONDITIONS

4.1 You must at all times comply, and must ensure that end users of the Application at all times comply, with these Terms, the DLL Policies and the Specific Terms, in order to use the Developer Portal, the Content and the Business Services.

4.2 You may not use the Developer Portal, download or use the Content or enable access to the Business Services via the Application if the Application:
a) exceeds a fair or acceptable use of API calls;
b )relies fundamentally on the APIs; or
c)is in violation of application laws or regulations;
d) is in violation of the these Terms, the DLL Policies or the Specific Terms.

4.3 You may not do any of the following while using or accessing the Developer Portal downloading or using the Content or enabling access to the Business Services via the Application:
a) use the Developer Portal, the Content or the Business Services for unlawful purposes or the promotion of illegal activities;
b) use the Developer Portal, the Content or the Business Services in a way that could be detrimental to the reputation of DLL;
c) imply or suggest that the Application is created or endorsed by DLL or DLL’s licensors;
d) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
e) (try to) exceed or circumvent limitations on calls and use. This includes creating multiple Applications for identical, or largely similar usage;
f) decompile, decrypt, dissemble, modify, copy, reformat, create derivative works of, or reverse engineer the Developer Portal, the Content or the Business Services, or the credentials necessary to access the Content except as expressly permitted in these Terms;
g) use the Developer Portal, the Content or the Business Services for any purpose other than the Application in accordance with these Terms, including the License, the DLL Policies and the Specific Terms;
h) provide the Business Services to anyone other than end users of the Application;
i) upload, host, distribute or otherwise exploit the Content or the Business Services in whole or in part on any website or server other than as strictly necessary for the development or exploitation of the Application in accordance with these Terms, including the License or the Specific Terms;
j) incorporate open source software in the Developer Portal or the Content;
k) mingle the Business Services with data from any other source, other than as strictly necessary for the exploitation of the Application in accordance with these Terms, including the License or the Specific Terms;
l) impersonate or misrepresent DLL or any third party when you exploit the Application;
m) cache or store the Business Services for a period longer than 24 hours or such other period as specified in the Specific Terms applicable to the use of such Business Services, or for any purposes other than improving end user experience;
n) request from the APIs more than the minimum data fields and application permissions the Application requires; or
o) interfere with or disrupt DLL’s services, servers or network in any way.

4.4 You are solely responsible to take adequate (technical) measures, having regard to the state of the art, to ensure the secure operation of the Application and the secure storage of data made available by DLL as part of the Business Services.

4.5 You agree that DLL may in accordance with DLL’s Privacy Policy (on an ad hoc basis or continuously) monitor your usage of the Developer Portal, the Content and the Business Services, both for the purpose of monitoring compliance with these Terms and with the Specific Terms of any specific Content and for statistical purposes.

4.6 DLL may limit the number of calls accepted by any API if DLL believes that the number of calls may negatively impact such API, other Content, the Developer Portal, the Business Services, DLL’s other services or DLL’s servers or network.

4.7 The Application must include an end user license agreement that contains at least the restrictions and conditions as set out in these Terms and the Specific Terms. In addition, the Application must include a privacy policy that provides for the same level of protection as DLL’s Privacy Policy.

5 OWNERSHIP, INTELLECTUAL PROPERTY RIGHTS AND FEEDBACK

5.1 All right, title, and interest in and to the Developer Portal, the Content and the Business Services (jointly the DLL Materials) will remain the exclusive property of DLL and its licensors. You may not delete or alter any disclaimers, warnings, copyright or other proprietary notices accompanying the DLL Materials.

5.2 DLL claims no ownership over the Application, except to the extent that the Application contains DLL Materials.

5.3 Nothing in these Terms gives you the right to use DLL’s name or any of DLL’s trademarks, logos, domain names and other distinctive brand features, unless explicitly specified otherwise in the specific terms and conditions for the Content or the Business Services.

5.4 You understand and agree that DLL may be independently creating applications, content, other products and services that may be similar to or competitive with the Application(s). Nothing in these Terms will be construed as restricting or preventing DLL from creating and fully exploiting any such applications, content, other products and services without any obligations to you.

5.5 You acknowledge and agree that if you provide DLL with any suggestions, comments, or other feedback about the DLL Materials (jointly Feedback ), such Feedback is given voluntarily. Even if you designate such Feedback as confidential, the Feedback will not be confidential unless expressly otherwise agreed in writing by DLL, and DLL will be free to use, disclose, reproduce, license, or otherwise distribute or exploit the Feedback at its sole discretion without any obligations or restrictions of any kind, including without limitation, intellectual property rights or licensing obligations.

6 SUPPORT AND UPDATES

6.1 DLL may, enhance or otherwise modify the DLL Materials (such modified DLL Materials are hereinafter referred to as the Updates) at its sole discretion and without notice. DLL shall not be obligated to provide you with any such Updates. If Updates are made available by DLL, the terms and conditions of these Terms will govern your use of and access to such Updates.

6.2 DLL does not provide any maintenance, technical or other support for the DLL Materials, including the Updates.

6.3 You are solely responsible for the creation, installation, support, maintenance and use of the Application.

7 DEVELOPER PORTAL

7.1 DLL may review the Developer Portal, but has no obligation to do so. DLL is unaccountable for files or user posts on the Developer Portal by third parties or for any other third party information accessible through the Developer Portal.

8 WARRANTY DISCLAIMER

8.1 The DLL Materials are provided to you on an “as is” and “as available” basis, without warranty of any kind, express or implied, including, but not limited to, fitness for a particular purpose, availability, security, title, non-infringement or backward compatibility. Particularly, DLL does not warrant that the DLL Materials are free of bugs, errors, inaccuracies, or interruptions, or are accurate, complete, compliant to any specifications, reliable, or otherwise valid.

9 LIMITATION OF LIABILITY

9.1 In no event shall DLL, its affiliates, personnel, subcontractors or agents be liable for any loss or damages in connection with or arising out of these Terms, except for loss or damages resulting from the intent (opzet) or willful misconduct (grove schuld) by DLL or the management (leidinggevenden) of DLL.

10 INDEMNIFICATION

10.1 You shall indemnify DLL, its affiliates, personnel, subcontractors and agents from and against any and all losses, damages, liabilities, claims, demands, suits, expenses and any other out-of-pocket costs (including reasonable attorney’s fees and expenses) which DLL, its affiliates, personnel, subcontractors or agents may incur or be liable for arising out of or in connection with, directly or indirectly, the use of the DLL Materials by you or end users of the Application, including any product liability claims, even if such a claim alleges that DLL was negligent regarding the design or manufacture of the DLL Materials and third party claims resulting from non-compliance of end users of the Application with these Terms, the DLL Policies or the Specific Terms.

11 SUSPENSION, TERMINATION AND CONSEQUENCES OF TERMINATION

11.1 The terms and conditions in these Terms shall be in effect until terminated by you or DLL in accordance with this clause.

11.2 You may terminate (opzeggen) these Terms at your convenience by discontinuing your use of the Developer Portal, the Content and the Business Services. DLL may discontinue the Developer Portal and/or some or all of the Content and/or Business Services or terminate these Terms for convenience upon reasonable period prior written notice (including email or text message) to you.

11.3 DLL may suspend (opschorten) your access to and your use of the DLL Materials, and terminate (opzeggen) these Terms immediately in writing (including email or text message), without prior written notice, (i) if you or an end user of the Application fail(s) to comply with any term(s)and conditions of these Terms, including the DLL Policies, or the additional terms and conditions applicable to the Content or the Business Services or (ii) if applicable, the Vendor Program Agreement or other partner agreement between you and DLL is terminated for any reason whatsoever.

11.4 You and DLL waive their rights to rescind (ontbinden) or annul (vernietigen) these Terms. Articles 3:44, 6:228 ,6:265 of the Dutch Civil Code (Burgerlijk Wetboek) are excluded.

11.5 Any terms and conditions of these Terms that by their nature should survive termination shall survive termination.

11.6 On the effective date of termination of these Terms:
a) the License shall terminate;
b) your right to access and use the DLL Materials shall terminate;
c) any other rights granted to you under these Terms shall immediately be relinquished by you;
d) unless agreed otherwise by DLL, DLL will deactivate and delete your developer and user account(s) and credentials;
e) DLL will delete, destroy and remove your accounts including your configurations and your data, if applicable; and
f) you shall promptly return to DLL all DLL Materials and DLL’s confidential information in your or any of your employees’, agents’, subcontractors’ or (external) advisors’ possession, without withholding any copies.

12 MODIFICATION

12.1 DLL reserves the right to modify, supplement or replace the terms and conditions of these Terms from time to time, effective prospectively upon posting on the Developer Portal or otherwise notifying you, e.g. by using the email address used for your registration. If you do not agree with changes to the Terms, you can terminate these Terms in accordance with clause.

13 MISCELLANEOUS

13.1 Access to the Developer Portal and the download and use of the Content and the right to enable end users of the Application to access and use the Business Services are currently provided free of charge, but DLL reserves the right to charge for such access, use and right in the future.

13.2 You may not issue any press releases or make any other public statements regarding these Terms, the Developer Portal, the Content, the Business Services, or the relationship between you and DLL, without DLL’s express prior written consent, which may be withheld at DLL’s sole discretion. DLL may issue any press releases or make any other public statements in which DLL refers to the Application and you as a licensee of the DLL Materials, without your prior consent.

13.3 These Terms, including the specific terms and conditions for the use of any specific Content, set forth the entire agreement and understanding between DLL and you with respect to the subject matter hereof.

13.4 You may not assign or subcontract any of your rights or obligations under these Terms to any third party without DLL’s prior written consent. DLL may assign or subcontract any of its rights or obligations under these Terms at its sole discretion. Only you and DLL and your and DLL's permitted assignees or successors may enforce the terms and conditions of these Terms, except as expressly provided in these Terms. To the extent that any third party stipulation (derdenbeding) is contained these Terms, article 6:254 of the Dutch Civil Code (Burgerlijk Wetboek) is excluded.

13.5 In the event that any provision of these Terms shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

13.6 A failure by DLL to give notice to you of any breach or non-fulfilment of any provision, term or clause of these Terms shall not constitute a waiver thereof, nor shall the waiver of any breach or non-fulfilment of any provision, term or clause hereof constitute a waiver of any other provision, term or clause thereof.

14 APPLICABLE LAW AND JURISDICTION

14.1 If you have concluded a Vendor Program Agreement or other partner agreement with DLL, the clause on applicable law and jurisdiction in that agreement shall apply to these Terms.

14.2 Unless you have concluded a Vendor Program Agreement or other partner agreement with DLL, these Terms shall be exclusively governed by and construed in accordance with the laws of the Netherlands. Any dispute, which may arise between DLL and you as a result of these Terms, shall be exclusively submitted to the competent court in Amsterdam, the Netherlands.