API License

This API License Agreement (the “Agreement”) is entered into by and between Lubn Inc. (“Lubn”), a Delaware corporation with its principal place of business at 12400 SE 38th St. Unit 50434, Bellevue, WA 98015, USA, and the customer identified in the applicable Order Form or Paid Subscription (“Customer” or “you”). This Agreement governs Customer’s access to and use of the API and API Kit and is incorporated into, and forms a part of, Customer’s Paid Subscription with Lubn.

ACCESS TO THE API IS AVAILABLE EXCLUSIVELY TO CUSTOMERS WITH AN ACTIVE PAID SUBSCRIPTION TO A LUBN PLAN THAT INCLUDES API ACCESS, AND IS NOT SOLD OR LICENSED SEPARATELY. IF YOU DO NOT HAVE, OR CEASE TO MAINTAIN, SUCH A SUBSCRIPTION IN GOOD STANDING, YOU HAVE NO RIGHT TO ACCESS OR USE THE API, AND THIS AGREEMENT WILL TERMINATE AUTOMATICALLY AS DESCRIBED IN SECTION 4.

1. Definitions

1.1 “API” means any application programming interface made available by Lubn to Customer under this Agreement, including interfaces for the LubnBox.

1.2 “API Kit” means the API, the API Key and Signing Secret issued to Customer for authenticating to the API, the Documentation, Redistributable Code, and Sample Code, together with any Updated API Kit provided under Section 3.1.

1.3 “Application” means software developed by Customer that incorporates or makes use of the API or API Kit.

1.4 “Authorized LubnBox(es)” means the LubnBox units associated with Customer’s Paid Subscription, as reflected in Customer’s account, as may be updated from time to time. Lubn will associate LubnBox units purchased under an Order Form with Customer’s account upon activation.

1.5 “LubnBox” means the Lubn AI Lockbox for property access management.

1.6 “Documentation” means the technical documentation and materials Lubn makes available describing the API.

1.7 “Redistributable Code” means software in object code format that Lubn identifies in the Documentation as redistributable.

1.8 “Sample Code” means software in source code format that Lubn provides for reference or reuse in an Application.

1.9 “Paid Subscription” means Customer’s then-current, active, and unexpired paid subscription to a Lubn plan that includes API access, as identified in the applicable Order Form or in Lubn’s then-current plan documentation, and as governed by the Master Service Agreement or, where no Master Service Agreement applies, the Terms and Conditions.

1.10 “Customer Data” means data submitted to, or processed through, the API by or on behalf of Customer, including data relating to Customer’s End Users.

1.11 “Order Form” means a purchase order or equivalent ordering record for Customer’s Paid Subscription, LubnBox units, or both, whether an ordering document executed by Lubn and Customer, an order placed through Lubn’s website, or an order placed through a Lubn-authorized sales channel or third-party marketplace.

1.12 “End User” means any person or entity that Customer authorizes to use an Application in connection with an Authorized LubnBox, including any person granted access to a LubnBox or to a property or premises through an Application.

1.13 “Master Service Agreement” means a master service agreement executed between Lubn and Customer governing Customer’s Paid Subscription, if any. Not every Paid Subscription is governed by a Master Service Agreement.

1.14 “Terms and Conditions” means Lubn’s then-current published terms and conditions, available at https://lubn.com/pages/terms-and-conditions, as they apply to Customer’s Paid Subscription.

1.15 “Privacy Policy” means Lubn’s then-current published privacy policy, available at https://lubn.com/pages/privacy.

2. Eligibility, License Grant, and Restrictions

2.1 Subscription Required. The API and API Kit are made available solely as a feature of Lubn plans that include API access. Customer must hold, and continue to maintain, an active Paid Subscription in good standing in order to access or use the API.

2.2 No Standalone License. The rights granted under this Agreement are not available for separate purchase and may not be retained independently of a Paid Subscription.

2.3 Coextensive Term. This Agreement, and all rights granted under it, are coextensive with Customer’s Paid Subscription as set forth in Section 4.

2.4 License Grant. Subject to the terms and conditions of this Agreement, and for so long as Customer maintains an active Paid Subscription, Lubn grants Customer a limited, non-exclusive, non-sublicensable, non-transferable license to: (a) use the API Kit, in accordance with the Documentation, to develop, test, and operate Applications that integrate with Authorized LubnBoxes; (b) reproduce and modify the Sample Code solely as a component of an Application; and (c) reproduce the Redistributable Code solely as a component of an Application.

2.5 Distribution of Applications. Customer may distribute or make available a compliant Application to Customer’s own End Users in connection with Authorized LubnBoxes without obtaining Lubn’s prior approval for each release, provided the Application: (a) is fully compatible with the then-current API and Documentation; (b) complies with Section 2.6; and (c) is not itself offered as a competing LubnBox alternative. Lubn may suspend an Application’s API access under Section 4.3 if it materially violates this Agreement.

2.6 License Restrictions. The licenses granted do not include any right to, and Customer will not, and will not permit any third party to:

modify the Documentation, change any of the interfaces described in the Documentation, or extend any interfaces except as described in the Documentation; implement the API in any software other than an Application or to support any interfaces between computing devices or computing functions other than as expressly required to interconnect with an Authorized LubnBox; modify, translate, or create a derivative work of any portion of the API Kit except for the limited right to modify the Sample Code; sell, lease, loan, provide, distribute or otherwise transfer any portion of the API Kit to any third party except as expressly permitted for a compliant Application under Section 2.5; reverse engineer, disassemble, decompile, or otherwise attempt to gain access to the source code of the API Kit except for the Sample Code and except to the extent permitted by applicable law; disclose the API Kit to any person other than employees or contractors bound by confidentiality obligations at least as protective as this Agreement, who need it to develop or support the Application; remove, alter, or cover any copyright notices or other proprietary rights notices placed or embedded on or in any part of the API Kit; use the API Kit to create or develop any command set, application or other application programming interface or software that can be used with any service or product other than the LubnBox; create or develop any application or other software that exposes or discloses the API to End Users; interfere with the normal operation of the API; release or otherwise commercially distribute to third parties any Application that is not fully compatible with the API; disable or circumvent any security features of the LubnBox; or cause or permit any third party to do any of the foregoing.

2.7 Use and Availability of the LubnBox. This Agreement does not grant Customer or any End User any right to access or use a LubnBox independent of the terms governing that LubnBox. Lubn will provide at least ninety (90) days’ advance notice before discontinuing API support for a LubnBox model that is in active use under a Paid Subscription, except where continued support is not reasonably possible for legal, security, or safety reasons.

2.8 Application Restrictions. Customer’s Application must: (a) not adversely affect the stability, security, or performance of the LubnBox or the API; (b) not adversely affect other applications’ use of the API; (c) correctly identify itself when authenticating to the API; and (d) implement reasonable security controls appropriate to an application that manages physical access, including secure storage of API credentials and encrypted transmission of Customer Data.

2.9 Open Source Restriction. Nothing in this Agreement authorizes Customer to incorporate any part of the API Kit into software distributed under an open-source license that would require the API Kit, or Lubn’s intellectual property in it, to be disclosed in source form, made available for creating derivative works, or redistributed at no charge.

2.10 No Warranties on Lubn’s Behalf. Customer is solely responsible for any representation or warranty Customer makes regarding its Application. Customer must not make any representation or warranty regarding the API, API Kit, or LubnBox, or otherwise purport to bind Lubn, to any third party, including any End User.

2.11 End User Terms. Customer will ensure that each End User’s access to and use of an Application is subject to terms that: (a) disclaim warranties with respect to the API, API Kit, and LubnBox to at least the extent set forth in Section 5; (b) state that Lubn is not a party to those terms and has no liability to the End User; and (c) are otherwise at least as protective of Lubn as this Agreement.

2.12 Feedback. If Customer provides feedback regarding the API Kit or LubnBox, Customer grants Lubn a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, and incorporate into its products and services, that feedback without restriction or payment. Customer is not required to provide feedback.

2.13 Reservation of Rights. All rights not expressly granted to Customer are reserved by Lubn. No rights are granted by implication, estoppel, or otherwise.

3. Updates and Support

3.1 Updates. Lubn may, in its sole discretion, provide replacements, updates, modifications, or bug fixes for the API Kit (“Updated API Kit”). Lubn will provide Customer at least thirty (30) days’ advance notice before any change that is reasonably likely to break Application compatibility, except for changes made on an expedited basis to address a security vulnerability, legal requirement, or risk to the LubnBox or its users, in which case Lubn will provide as much advance notice as is reasonably practicable under the circumstances. Customer is responsible for updating its Application to maintain compatibility with the then-current API within the notice period.

3.2 Support. For so long as Customer maintains an active Paid Subscription, Lubn will provide support for the API consistent with the support tier and service levels specified in the Master Service Agreement, the Terms and Conditions, or the applicable Order Form. In the absence of a specific service-level commitment in any of those documents, Lubn will provide commercially reasonable efforts to respond to API-related support requests submitted through Customer’s designated support channel.

4. Term and Termination

4.1 Term. The term will commence on the date Customer first accesses the API and continue for as long as Customer maintains an active Paid Subscription in good standing (the “Term”), unless earlier terminated as set forth below.

4.2 Automatic Termination on Subscription Lapse. This Agreement, and all licenses granted under it, terminate automatically and immediately, without need for further notice from Lubn, upon expiration, cancellation, non-renewal, or termination of Customer’s Paid Subscription for any reason, or upon Customer ceasing to hold a plan that includes API access. Lubn will use commercially reasonable efforts to provide advance notice of an approaching subscription expiration through Customer’s account or subscription contacts, but such notice is not a condition of termination under this Section 4.2.

4.3 Termination. Customer may terminate this Agreement at any time by ceasing use of the API and providing written notice to Lubn; such termination does not, by itself, terminate the underlying Paid Subscription, which is governed by its own terms. Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure that breach within thirty (30) days after written notice describing the breach. Notwithstanding the foregoing, Lubn may immediately suspend Customer’s access to the API, without advance notice, if Lubn reasonably believes an Application poses a security risk, violates Section 2.6 or 2.8, or otherwise threatens the integrity of the API or any LubnBox; Lubn will notify Customer of the suspension and its cause as soon as reasonably practicable and will restore access promptly once the issue is resolved.

4.4 Effect of Termination. Upon termination, all licenses granted to Customer will end, and Customer will cease using the API Kit and, upon request, destroy or return all copies of the API Kit in Customer’s possession, other than archival copies retained solely for legal-compliance purposes. Termination of this Agreement does not entitle Customer to a refund of any fees paid under the Paid Subscription, which are governed by the Master Service Agreement or the Terms and Conditions, as applicable.

4.5 Survival. Sections 2.6, 2.7, 2.10, 2.11, 2.12, 2.13, 4.4, 4.5, 5, 6, 7, 8, and 9 will survive any termination of this Agreement.

5. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE MASTER SERVICE AGREEMENT, OR THE TERMS AND CONDITIONS, THE API KIT AND ANY RELATED INTELLECTUAL PROPERTY ARE PROVIDED “AS IS,” AND LUBN DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

6. Data Handling and Security

6.1 Processing of Customer Data. Customer may use the API to process Customer Data, including personal data of Customer’s End Users, as reasonably necessary for the Application’s property-access-management purpose. Lubn’s processing of Customer Data is governed by the Privacy Policy and, where applicable, a data processing addendum incorporated by reference into the Paid Subscription (“DPA”). Where the DPA applies, its terms govern in the event of a conflict with this Section 6 as to the processing of personal data.

6.2 Logging and Analytics. The API and LubnBox generate operational logs and diagnostic data for debugging, security monitoring, and product-improvement purposes. Lubn may access and use this operational data as reasonably necessary for those purposes and as described in the DPA or the Privacy Policy. Lubn will not access or use Customer Data content for purposes other than providing, securing, and improving the API and LubnBox, except as required by law or authorized in writing by Customer.

6.3 Security. Each party will maintain reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of the data processed through the API, including physical-access data. Customer will promptly notify Lubn of any known unauthorized access to Customer Data obtained through the Application, and Lubn will promptly notify Customer of any known security incident affecting the API or LubnBox that materially affects Customer Data.

7. Confidentiality

7.1 Obligations. Each party will protect the other party’s Confidential Information using at least the same degree of care it uses for its own confidential information of similar sensitivity, and in no event less than reasonable care. “Confidential Information” means this Agreement, the API Kit, LubnBox performance data, and other non-public information disclosed by one party to the other in connection with this Agreement.

7.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party without confidentiality restriction before disclosure; (c) is rightfully received from a third party without confidentiality restriction; or (d) is independently developed without use of or reference to the disclosing party’s Confidential Information.

7.3 Compelled Disclosure. A party may disclose Confidential Information if required by law or legal process, provided it gives the other party reasonable advance notice (where legally permitted) and reasonable assistance, at the disclosing party’s expense, to seek a protective order.

8. Limitation of Liability

8.1 Customer Responsibility for the Application and Integration. Customer is solely responsible for its Application and for integrating the API and API Kit into its systems, products, and services. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LUBN WILL HAVE NO LIABILITY ARISING OUT OF OR RELATING TO: (a) the Application, including its design, development, testing, operation, security, or failure; (b) Customer’s integration of the API or API Kit with any system, product, or service, or Customer’s configuration of that integration; (c) any claim brought by an End User or other third party arising from the Application or from that integration; or (d) any denial of, delay in, or unauthorized grant of access to a LubnBox, property, or premises resulting from the Application or from Customer’s integration.

8.2 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LUBN’S TOTAL LIABILITY TO CUSTOMER FOR ACTUAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, FOR ANY CAUSE WHATSOEVER, WILL NOT EXCEED ONE THOUSAND DOLLARS ($1,000).

9. Miscellaneous

9.1 No Partnership, Joint Venture or Franchise. This Agreement will not be construed as creating a partnership, joint venture, or agency relationship or as granting a franchise.

9.2 Export. The Documentation and Applications may be subject to U.S. export control laws and other applicable national or international laws. Customer will comply with all such laws, including the U.S. Export Administration Regulations, and will not access or use the API Kit in violation of applicable export or sanctions laws.

9.3 Governing Law. This Agreement will be governed by the laws of the State of Washington, U.S.A., without regard to its conflict-of-laws principles and excluding the 1980 U.N. Convention on Contracts for the International Sale of Goods. Any action arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Seattle, Washington, and each party consents to the exclusive jurisdiction and venue of those courts.

9.4 Assignability. Neither party may assign this Agreement without the other party’s prior written consent, not to be unreasonably withheld, except that either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement. Any assignment in violation of this Section is void.

9.5 Construction. If any part of this Agreement is held illegal, unenforceable, or invalid, the remaining provisions will remain in full force and effect, and the parties will negotiate in good faith a valid substitute provision that reflects the original intent. A party’s failure to enforce any provision of this Agreement is not a waiver of its right to do so later.

9.6 Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control.

9.7 Notices. Notices under this Agreement must be in writing and sent to the addresses or contacts designated in the applicable Order Form or Paid Subscription, or, where there is no Order Form or the Order Form designates no contacts, to the contact information associated with Customer’s Lubn account, or to such other address as a party designates in writing.

9.8 Entire Agreement. This Agreement, together with the Master Service Agreement, the Terms and Conditions, and the applicable Order Form, is the entire agreement between the parties regarding the API and API Kit and supersedes all prior or contemporaneous agreements on that subject, except for any separate nondisclosure agreement between the parties predating this Agreement.

9.9 Modification. Lubn may modify this Agreement by posting an updated version and providing at least thirty (30) days’ advance notice through Customer’s account, Lubn’s website, or Customer’s designated contacts. A modification takes effect on the date stated in the notice, and Customer’s continued access to or use of the API on or after that date constitutes acceptance of the modified Agreement. If Customer does not agree to a modification, Customer may terminate this Agreement under Section 4.3 before the modification takes effect. This Section does not limit Section 3.1, which governs changes to the API and Documentation. Where a Master Service Agreement applies and specifies a different procedure for amendment, that procedure controls.

9.10 Order of Precedence. This Agreement supplements, and does not replace, the Master Service Agreement, the Order Form, and the Terms and Conditions. In the event of any conflict or inconsistency among these documents, the following order of precedence controls: (a) the Master Service Agreement, if any; (b) the applicable Order Form; (c) the Terms and Conditions; and (d) this Agreement. Section 6.1 continues to govern conflicts concerning the processing of personal data.