Last Updated: December 14, 2020
These API Pilot License Terms (the “Terms”) are a binding legal agreement between you and Lubn Inc. (“Lubn”), regarding your use of the API and API Kit and your connection to an Authorized LubnBox using an Application (capitalized terms are defined below). Please read these Terms carefully. Lubn may periodically make changes to these Terms. By accessing or using the API or API Kit or connecting to a LubnBox through an Application, you accept these Terms and any modifications that Lubn may make to these Terms. It is your responsibility to review the most recent version of these Terms frequently and remain informed of any changes to it. When Lubn modifies these Terms, Lubn will update the “Last Updated” date above. If you continue to access or use the API or API Kit or connect to the LubnBox through an Application after Lubn modifies these Terms, you will be deemed to have consented to modified Terms as of the date of the modification. If you do not agree to a provision of these Terms, you must not use the API or API Kit or connect to the LubnBox using an Application.
1.1 “API” means any application programming interface provided or made available by Lubn to you, including application programming interfaces for the LubnBox.
1.2 “API Kit” means the contents of any file or other media provided or made available by Lubn to you under these Terms, including the API, Documentation, Redistributable Code, and Sample Code.
1.3 “Application” means an application developed by you that incorporates an API or makes use of the API Kit.
1.4 “Authorized LubnBox” means one of up to [Insert Number] LubnBoxes that you are authorized to use. You may not use more than [Insert Number] LubnBoxes in connection with the API.
1.5 “LubnBox” means the Lubn Smart Key Box for property access management.
1.6 “Documentation” means any documentation or materials provided or made available by Lubn to you under these Terms, including documentation and materials describing an API.
1.7 “Redistributable Code” means any software in object code format provided or made available by Lubn to you under these Terms.
1.8 “Sample Code” means any software in source code format provided or made available by Lubn to you under these Terms.
2. LICENSE GRANT AND RESTRICTIONS
2.1 License Grant. Subject to the terms and conditions of these Terms, Lubn hereby grants to you a limited, non-exclusive, nonsublicenseable, nontransferable, royalty-free license, during the Term to: internally use a reasonable number of copies of the API Kit [in strict accordance with the Documentation] solely to [develop and test Applications as part of an integrated solution with an Authorized LubnBox (and not with any other service or product)]; reproduce and internally modify the Sample Code solely as a component of an Application; and reproduce the Redistributable Code solely as a component of an Application for internal testing purposes. Any Application may only be distributed or made available to a third party with Lubn’s prior written permission.
2.2 License Restrictions. The licenses granted to you in these Terms do not include any right to, and you will not: 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 as expressly set forth in Section 2.1; sell, lease, loan, provide, distribute or otherwise transfer any portion of the API Kit to any third party except for the limited right to distribute the Sample Code and Redistributable Code as expressly set forth in Section 2.1; 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; display or disclose any portion of the API Kit to any person except to your employees and contractors who are required to use the API Kit in order for you to develop the Application for use with an Authorized LubnBox and except for the limited right to distribute the Sample Code and Redistributable Code as expressly set forth in Section 2.1; 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 (including without limitation the Application) that can be used with any service or product other than the LubnBox; create or develop any application or other software (including the Application) 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.
2.3 Use and Availability of the LubnBox. You acknowledge that these Terms do not grant you or any Application end user the right to access and use the LubnBox. Your access and use of the LubnBox is subject to the terms of any agreement provided in connection with your use of such LubnBox. You will promptly notify Lubn of any end user that intends to use an Application to integrate with the LubnBox. Lubn does not guarantee that it will continue to make available or support the LubnBox.
2.4 Application Restrictions. Your Application must not directly or indirectly adversely affect, impede, or otherwise hinder or disrupt the functionality or performance of the LubnBox, including that it: does not adversely impact the stability of the LubnBox; does not adversely impact the operation of other applications using an API; correctly identifies itself to the LubnBox when requesting authorization; and does not attempt to modify the API or the LubnBox in any way.
2.5 Open Source Restriction. Nothing in these Terms authorizes you to subject any portion of the API Kit or any Lubn intellectual property right in any portion of the API Kit to the terms of any “open source” license, including a license that requires, as a condition of use, modification, or distribution of technology subject to such license, that such technology or other technology combined or distributed with such technology be disclosed or distributed in source code form; be licensed for the purpose of making derivative works; or be redistributable at no charge.
2.6 No Warranties. You must not make any representation or any express or implied warranty to third parties (including, without limitation, to any end users) on behalf of Lubn.
2.7 Feedback. If you provides any feedback to Lubn concerning the functionality and performance of the API Kit or LubnBox (including identifying potential errors and improvements), you hereby assign to Lubn all right, title, and interest in and to the feedback, and Lubn is free to use the feedback without payment or restriction.
2.8 Analytics. THE API AND ANY LUBNBOX ARE INSTRUMENTED FOR DEBUGGING AND ANALYTIC PURPOSES. THEY LOG EVENTS AND DATA FOR SUBSEQUENT ANALYSIS AND DEBUGGING BY LUBN, and such logs may be used by LUBN to improve its products and services. DATA PROCESSED VIA THE API IS ACCESSIBLE TO LUBN. Do not use the API to process sensitive, confidential, or personal information.
2.9 Reservation of Rights. All rights not expressly granted to you in these Terms are reserved to Lubn. No additional rights whatsoever (including, without limitation, any implied licenses) are granted to you by implication, estoppel or otherwise.
2.10 Confidentiality. You will maintain the confidentiality of and not disclose to any third party: (a) these Terms; (b) all non-public information disclosed by Lubn to you pursuant to these Terms; and (c) all feedback, all LubnBox performance data, and all other information obtained through use or access to the API and API Kit or access to the LubnBox.
3. UPDATES AND SUPPORT
3.1 Updates. Lubn may, in its sole discretion, provide replacements, updates, modifications, or bug fixes for the API Kit to you (“Updated API Kit”). Each Updated API Kit will be deemed part of the API Kit and subject to the terms of these Terms. Modified or merged portions of the Sample Code or Redistributable Code will be deemed part of the Sample Code or Redistributable Code, as applicable, and subject to the terms of these Terms. You will ensure that, prior to commercially using or releasing any Application, each Application will be fully compatible with the most recent Updated API Kit, if any.
3.2 Support. Lubn is not obligated to provide you with any assistance related to the API Kit, the development of Applications, or connection to the LubnBox.
4. TERM AND TERMINATION
4.1 Term. The term will commence when you first access the API and continue in effect for 2 months, unless earlier terminated in accordance with Section 4.2 (the “Term”).
4.2 Termination. You may terminate these Terms at any time upon written notice to Lubn. Lubn may terminate these Terms and all permissions and rights granted hereunder immediately at any time for any reason or no reason upon notice to you. Upon termination, your licenses under these Terms will end and you will cease all use of the API Kit, will return or destroy all copies of the API Kit in your possession, and discontinue use and distribution Applications.
4.3 Survival. Sections 2.2, 2.3, 2.7, 2.8, 2.10, 4.2, 4.3, 5, 6, and 7 will survive any termination of these Terms.
5. DISCLAIMER OF WARRANTIES
THE API KIT AND ALL INTELLECTUAL PROPERTY MADE AVAILABLE OR LICENSED BY LUBN UNDER OR IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LUBN DISCLAIMS ALL WARRANTIES DUTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE API KIT AND RELATED INTELLECTUAL PROPERTY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
6. LIMITATION OF LIABILITY
NEITHER LUBN NOR ITS SUPPLIERS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF LUBN OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. LUBN’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO ONE THOUSAND DOLLARS.
7.1 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.
7.2 Export. The Documentation and Applications may be subject to U.S. export jurisdiction and other applicable national or international laws. You will comply with all applicable international and national laws that apply to the API Kit and Applications, including the U.S. Export Administration Regulations.
7.3 Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Washington, U.S.A, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Any action arising out of or in connection with these Terms will be heard in the state or local courts in Seattle, Washington or the federal courts in the Western District of Washington, and each party hereby irrevocably consents to the exclusive jurisdiction and venue of these courts.
7.4 Assignability. You may not assign your rights, duties, or obligations under these Terms without Lubn’s prior written consent, which consent will not be unreasonably withheld or delayed, except you may assign these Terms without Lubn’s consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees in writing to assume and fulfill all of the assigning party’s obligations under these Terms and, if you are the assignor, the successor does not indirectly or directly compete with Lubn. Any assignment in violation of this Section 7.4 is null and void.
7.5 Construction. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate. Failure by a party to enforce any provision of these Terms will not be deemed a waiver of future enforcement of that or any other provision.
7.6 Entire Agreement. This Agreement is the final and complete expression of the agreement between these parties regarding the subject matter of these Terms. This Agreement supersedes, and the terms of these Terms govern, all previous oral and written communications regarding these matters, all of which are merged into these Terms, except that these Terms does not supersede any prior nondisclosure or comparable agreement between the parties executed prior to these Terms being executed. It will not be modified except by a written agreement dated subsequent to the date of these Terms and signed on behalf of you and Lubn by their respective duly authorized representatives.