INTRODUCTION INTO THE GRIDICS DEVELOPER PORTAL

Thank you for joining our Developer Portal. We want to support you when your organization wants to use our technology for growing your business. The Developer Portal gives you access to Services Specifics, content and functionalities. Some of this is available free of charge, subject to the terms & conditions set out below. However, for production use of APIs and the corresponding services, we require a charge.

 

GENERAL DEVELOPER PORTAL TERMS OF USE

SUBJECT MATTER, SERVICES SPECIFICS, PROVIDER

Subject Matter - The application programming interfaces (“APIs”), related documentation and/or other relevant material, such as Get Started Docs, User Guides, Release Notes and Legal Terms (“Services Specifics”) and accompanying support services provided within the Developer Portal facilitate the development of applications that integrate Services of Gridics, LLC, such as Market Availability, Zoning API (such services hereinafter referred to as “Gridics Services”) into your IT environment (“Your Application”). The application, i.e. including – without limitation – the website, software, or other product that you develop, offer or use integrating Gridics' APIs and the Gridics Services, is hereinafter referred to as “Your Application“. “You” or “your” means you if you act as a natural person being older than 18 years, or the entity you are authorized to represent. To support the development of Your Application a testing environment (“Sandbox Environment”) as well as a developer forum (“Forum”) is being provided. The website (developer.Gridics.com), the Sandbox Environment and the Forum are jointly referred to as “Developer Portal”. By requesting the API Sandbox Key (labeled Demo) and/or the API Production Key you accept the according Services Specifics.

These Terms of Use and the Services Specifics do not replace and/or modify the Gridics Terms and Conditions, Agreements and/or Terms and Conditions for Gridics non-API Services.

Provider - The Developer Portal is made available by Gridics and may only be used in accordance with these General Developer Portal Terms of Use (hereinafter “Terms of Use”). The Gridics Services that you integrate via API and the according API itself are made available by Gridics and/or the according affiliated Gridics company providing the service as published in the Services Specifics section (“Gridics Service Provider”). A reference in these Terms of Use to “we”, “us”, or “our” shall be deemed a reference to Gridics as the provider of the Developer Portal and/or the Gridics Group company as the responsible Gridics Service Provider providing specific Gridics Services.

 

REGISTRATION, ACCOUNT AND API KEYS

Registration - For using the Developer Portal, you need to create an account by registering and accepting these Terms of Use. You warrant that all your submitted information is accurate and that you will immediately notify us about any amendments in your submitted information. You agree that you will not insert false, fraudulent, indecent, or obscene information as part of your registration, and that your registration and usage of Services will comply with all applicable state and federal laws as well as the Terms of Use. We may reject your registration for any reason at our sole discretion. We will confirm your registration by sending you an activation email.

Account - After the first successful login, you shall select a safe password. You are solely responsible for the confidentiality of your password or other potential login data and protect them from unauthorized access. If you believe an unauthorized person has gained access to your account, you must notify us as soon as possible. Without our prior consent you may not grant third parties access to your account.

API Keys - After registration, you may receive upon request a key and a corresponding personal identification number (“API Key”) for each API. The API Keys enable you to use the API and the Gridics Services within our Sandbox Environment (“API Sandbox Key”). If you wish to use the API and the Gridics Services within a real production environment (“Production Use”), you need to request additional keys and follow the corresponding onboarding process (“API Production Key”). You are solely responsible for the confidentiality of your API (Production) Keys. You must use the API (Production) Keys with due care, as the sole means of accessing the APIs and not make them available to any third parties.

 

RIGHTS OF USE AND RESTRICTIONS

Use of the Developer Portal and the Gridics Services

License - Unless expressly stated otherwise in the Services Specifics, we grant you a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty free and revocable license to use the Developer Portal in order to develop Your Application and to use the Gridics Services in accordance with and under the restrictions stated in these Terms of Use and the Service Specifics.

No Metadata - You are not entitled to use or store any metadata or algorithms received by us regarding your use of the Developer Portal and Gridics Services.

Sandbox Environment - You shall use the Sandbox Environment only for testing purposes, not for Production Use.

Own risk - The Developer Portal is provided on an “as is” basis. Your use of the Developer Portal is at your own risk. We make no warranties whether implied or otherwise with respect to any information posted by ourselves, our staff or third parties on the Developer Portal, including but not limited to warranty against infringement, quality, accuracy, availability, or fitness for a particular purpose.

Inappropriate conduct - You will not post any false, indecent, inappropriate or illegal content, or conduct any inappropriate or illegal activities on our Forum.

No promotional content - You will not post any advertisements, spam or (links to) promotional content with a commercial interest on our Forum.

Gridics Trademarks - All trademarks displayed in the Developer Portal, including but not limited to the following trademarks ‘Gridics’, ‘PropZone’, ‘ZoneIQ’, ‘MuniMap’, ‘CodeHub’, ‘ZoneCheck’ or any other company of Gridics Group, registered in at least one jurisdiction. No license to use any of these trademarks is given or implied, unless otherwise stipulated in the Services Specifics. These trademarks may not be copied, downloaded, reproduced, used, modified or distributed in any way without prior written permission. In case You want to use any logos and/or trademarks please Contact Gridics for further instructions and the according consents.

No Modification - You are not allowed to modify the APIs and/or the Gridics Services or data, texts, images, drawings, brands, functionality or any other information or materials you receive in connection with the Developer Portal (“Content”) without our prior written consent, unless required by law.

Restricted Caching/Storing - You will not index, cache or store any Content, unless this is technically necessary, and only if such storage:

  • is secure in accordance with common industry standards;
  • is in accordance with applicable laws;
  • does not manipulate or modify any part of the Content; and
  • is temporary (<1 minute).

You shall delete the Content as soon as possible after completion of the development of Your Application and/or completion of communication to an end user.

Bots, Crawlers - It is prohibited to automate activity via technological means on the Developer Portal and/or an API, i.e. you shall not

  • use any automated systems and/or software (including i.a. crawlers, spiders, search-bots, browser plug-ins, extensions, add-ons or other technological means or processes), to access, scrape or modify the Developer Portal and/or the according API or to copy, add, download or retrieve Content from the Developer Portal or an API;
  • override any security measures or bypass or avoid any access controls or call limits of the API and/or the Developer Portal.

No bulk storage/mass downloads - You shall not store the Content for any reason including commercial, non-technical purposes, including mass downloads of any Content, the creation of a database, big data or analytical purposes. 

No other recipients - You shall not disclose the Content to others than to customers addressed by the corresponding Gridics Service who reasonably request the Content.

Change of Content - We reserve the right to change our Content from time to time and will do our best to notify you about significant material changes on the Developer Portal or via email in advance. You are responsible for Your Application that may be affected by the changes made to our Content.

Open Source - Certain elements of the API may contain open source materials which are governed by applicable open source license conditions as specified in the Services Specifics. You agree to comply with such open source license conditions if required.

Limit on API Calls - Each account contains a limit for API calls as further described in the Services Specifics. Additionally, we may limit your amount of API calls due to technical and/or security reasons.

Intellectual Property Rights - All titles, rights and interests to the Developer Portal and its Content including any amendments made thereof are owned by us or our licensor, if any.

 

YOUR APPLICATION; PRODUCTION USE

Proprietary Rights - You will own the intellectual property rights in, or to, Your Application and other results developed by you using the Developer Portal and/or Gridics APIs.

Requirements - Prior to and during the entire period of Production Use of Your Application you are responsible for: (i) the evaluation, testing and fitness of Your Application as to its technology, functionality, performance and security; (ii) compliance with any requirements set out in Services Specifics; and (iii) your successful completion of any technical self-certification process made available by us.

Production Use - The Production Use of the APIs and/or the Gridics Services requires an API Production Key.

Review - We reserve the right to review each of Your Applications ourselves or through a subcontractor, but shall not be obliged to conduct such a review. Neither any review nor the lack thereof shall constitute an endorsement from us of Your Application. You agree to cooperate with us in the review process and provide information and materials reasonably requested by us, including information on the operation of your business. We may adopt and change our review standards and processes at any time and as we deem appropriate.

Rejection/Adaptation - We may reject Your Application or require you to reasonably adapt the functionality of Your Application, at any time even after you have implemented Your Application for Production Use if we determine: (i) that Your Application does not meet all or any part of the requirements set out in these Terms of Use or any other document referred to herein; or (ii) is not in line with our general business objectives. In case of a rejection, you shall refrain from a Production Use of Your Application until such adaptation has been implemented.

Competition - Unless otherwise expressly agreed by us in text form Your Application shall not substantially replicate products or services (esp. the Gridics Services) offered by us, including, without limitation, functions, features or clients. You shall not, under any circumstances, through applications or otherwise, re-package, copy, recreate or resell Gridics Services, or any part thereof, without our prior written consent. We shall have the right to develop and use applications or technical solutions that are similar or otherwise compete with Your Applications. You will not assert intellectual property or other rights to prevent us from developing or using such technical solutions.

Use Restrictions - When using the Developer Portal, APIs, Gridics Service and/or Your Application including Gridics data in Production Use, you shall not or not attempt to:

  • violate any laws or (intellectual property) rights of others;
  • gain unauthorized access to information or data, which is not yours or intended for your use (e.g. of other API users);
  • under any circumstances repackage, copy, recreate, resell or misuse our APIs, our Gridics Services or any of our other services;
  • negatively affect our business activities or reputation;
  • perform any security tests (e.g. pen-testing), performance tests (e.g. load-testing), stress tests or similar tests on the Developer Portal, APIs, Gridics Services or any component thereof or on any other of our systems,
  • reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form of the Developer Portal or any component thereof or of any of our systems; 
  • perform the following actions, hereinafter collectively referred to as “Cyber Attacks”:
    • hinder, damage or take any steps which, in our reasonable view, jeopardize the accessibility, functioning or security of the Developer Portal or any component thereof or of any of the APIs and/or Gridics Services;
    • interfere with, modify or disable any features, functionality or security controls of the Developer Portal, APIs, Gridics Services or any component thereof or of any of our systems;
    • defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Developer Portal, APIs, Gridics Services or any component thereof or any of our systems;
    • knowingly introduce viruses, trojans, worms, logic bombs or other technologically harmful or malicious materials or perform (distributed) denial-of-service attacks or other hacker attacks;
    • illegally procure (e.g. by way of phishing or (social) pharming) and use or deploy user credentials, such as user names, passwords, credit card information;
    • engage in corporate espionage in order to retrieve data and/or information (esp. data and/or information representing trade or business secrets) by any of the above actions.
  • integrate Gridics' APIs into Your Application or operate Your Application in a way that third parties or automated systems/software can have direct or indirect unsecured or unauthorized access to Gridics' APIs, Gridics Services and/or Gridics' IT systems. In particular, you shall take all necessary technical and (IT) security measures to prevent third parties or automated systems and/or software from accessing, downloading, retrieving and/or making available Content or Gridics Services from Gridics' APIs. If Your Application is a website or mobile application, the above measures shall particularly include the use of bot protection systems, CAPTCHA and/or the monitoring and investigation of traffic spikes.

Notification - If you become aware of any violation of this section or section “RIGHTS OF USE AND RESTRICTIONS” above, you shall immediately notify us and provide us with assistance, as requested by us, to stop, mitigate or remedy the violation. 

 

AVAILABILITY, MAINTENANCE AND SUPPORT

Availability and Maintenance - We will use reasonable efforts to ensure the availability of the Developer Portal, the APIs and/or the Gridics Services except during scheduled maintenance windows which will be pre-announced on the Developer Portal or by email in advance. The Developer Portal is deemed available as long as you are able to login to your account and access the API and/or the Gridics Services. However, we are under no obligation to provide you with a certain result nor do we warrant availability of the Developer Portal and/or any API and/or the Gridics Services for a certain period of time.

Technical Support - We make reasonable efforts to provide you with technical support to facilitate the use of the Developer Portal, the APIs and/or the Gridics Services and will answer reasonable questions as an additional and free service. However, we expect that you have some basic IT knowledge. We are under no obligation to provide you with a certain result or to reach certain service levels, unless explicitly indicated otherwise.

 

CHANGES TO TERMS OF USE, SERVICES SPECIFICS

Changes to Terms of Use, Services Specifics - We reserve the right to amend or modify these Terms of Use and/or the Services Specifics from time to time to reflect, in particular, (i) changes in law; (ii) changes in the Developer Portal, the Gridics Services or in any other of our systems imposed or agreed with our subcontractors; (iii) the termination of our relationship with a provider of software and/or services used by us which are material for the provision of the Developer Portal, the Gridics Services or any of our systems; (iv) lack of customer acceptance and/or (v) security risks. Changes shall become effective upon the release of a new or updated version. We will inform you about any material changes with prior notice of 30 days on the Developer Portal or via email in advance and you may discontinue use of the Developer Portal and/or the Gridics Services prior to the release of a new or updated version. You are deemed to be bound by the new Terms of Use and/or new Services Specifics upon your continued use of the Developer Portal and/or the Gridics Services.

Changes to the Developer Portal - We reserve the right to modify the Developer Portal from time to time as we deem necessary. We will notify you of any material changes on our Developer Portal or by email and such changes shall take effect immediately upon notification.

 

FEES

Developer Portal - We provide the Developer Portal free of charge.

API, and/or Gridics Services - We reserve the right to charge a fee for the Use of specific APIs and/or the underlying Gridics Services. Such fees will be subject to the Services Specifics and/or a separate agreement.

 

MONITORING AND AUDIT

Monitoring of Usage - We may monitor your use of the Developer Portal and of the Gridics Services for internal business purposes, including, without limitation:

  • to avoid congestion problems;
  • to perform, evaluate and improve the Developer Portal and the Gridics Services;
  • to check whether Your Application satisfies the requirements as imposed by these Terms of Use or any other document referred to herein;
  • if we have reasonable suspicion a violation of laws or the Terms of Use and/or the Services Specifics;
  • if we have reasonable suspicion or fraud or misuse of the Developer Portal, the Gridics Services and/or the Production Use of Your Application.

Audit - We may during regular business hours and upon reasonable advance notice to you conduct an audit to verify your compliance with the Terms of Use and/or the Services Specifics.

The auditor will be bound to secrecy towards us and may only provide us with information about your compliance with the applicable obligations. You will make available to the auditor all relevant documentation reasonably necessary to facilitate such audit, and permit the auditor to access your facilities and otherwise cooperate with the auditor in any such investigation and will take all commercially reasonable actions to assist the auditor in the audit. If the audit reveals any material non-compliance the costs of the audit will be borne by you, otherwise they will be borne by us.

 

TEMPORARY SUSPENSION

Our right to Suspend - We may suspend or limit your use of the Developer Portal or API/Gridics Services immediately upon notice if we reasonably determine that there is a material breach of your obligations according to these Terms of Use and/or the Services Specifics or a security incident; or if such suspension or limitation is required by law, a court decision, or a request from a governmental body.

Effect of Temporary Suspension - Your obligation to pay fees remains unaffected. We will notify you of the actions that you must take to reinstate your use of the Developer Portal and/or the Gridics Services and to remedy the same within the prescribed period. The suspension or limitation will be lifted as soon as the reason for such suspension or limitation no longer exists. Our right to terminate pursuant to Section “TERM AND TERMINATION” and all other rights and remedies we may have remain unaffected.

 

TERM AND TERMINATION

Term - The use of the Developer Portal subject to these Terms of Use takes effect upon receipt of the activation email in accordance with Section ”REGISTRATION, ACCOUNT AND API KEYS” and continues until it is terminated or ends otherwise.

Termination for Convenience - We and you may terminate the use of the Developer Portal at any time for convenience. We shall notify you of any termination by us at least 30 days in advance. You shall notify us in writing of any termination by you at least 30 days in advance.

No Active Use - If you have not logged on to, or otherwise used your account or API-Keys actively within 12 months from activation, we may deactivate or terminate your registration, use of the Developer Portal and/or use of the Gridics Services.

Termination for Cause - We may terminate your use of the Developer Portal for cause in case of material breach of the Terms of Use, if such breach remains uncured for a period of 30 days from receipt of notice of the breach by us. Events that entitle us to forthwith terminate the use of the Developer Portal, include without limitation:

  • acts or omissions that entitle us to a suspension or limitation as per Section “TEMPORARY SUSPENSION” that remain uncured for a continuous period of 60 days from date of suspension;
  • our obligation to comply with laws or requests of a governmental body;
  • a change in control of you and/or your affiliates which, according to our reasonable opinion, adversely affects our position, rights or interests; and
  • your ceasing to operate in the ordinary course, making an assignment for the benefit of creditors or similar disposition of your assets, or becoming the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

Consequences of termination - Termination has the following consequences:

  • we will block your API Keys and your access/use of the Gridics Services;
  • we will block your access to the Developer Portal;
  • you shall immediately remove and delete any Content you possess or control or have implemented into Your Application. We may require you by written notice to send us evidence that you have deleted any Content stored on Your Application.

The above Sections “Termination for Convenience”, “Termination for Cause” and “Consequences of Termination” shall apply mutatis mutandis to the termination of the API, the Gridics Services by us, unless otherwise provided for in the according Services Specifics.

 

LIMITED WARRANTY

Conformance with Service Standards - We provide the Developer Portal and the APIs/Gridics Services materially in accordance with the features and functionalities set out in the Services Specifics. If the Developer Portal, the Gridics Service, APIs or any component hereof fail to perform as warranted thereunder, to the extent permissible under applicable laws, our sole obligation and your exclusive remedy will be (i) to use commercially reasonable efforts to restore the non-conforming component of the Developer Portal, the Gridics Service and/or the APIs so that it conforms to the warranty, or (ii) if such restoration may not be, in our opinion, available within a reasonable time or with reasonable efforts, to terminate the use of the Developer Portal, the Gridics Service or the non-conforming APIs and refund any prepaid amounts for such API (if any). Your right to claim a reduction of any fee payable by you shall remain unaffected.

Any further remedies shall be excluded.

 

INDEMNIFICATION

Indemnification - You will indemnify us from and against any third party claims for loss or damage of any nature, arising (a) out of your use of the Developer Portal or (b) any access to our systems through Your Application or other Production Use of Your Application or (c) from any breach by you of these Terms of Use and/or the Services Specifics, unless such claims are the sole result of us not complying with our/its obligations under these Terms of Use and/or the Services Specifics.

 

DISCLAIMER 

Informational Purpose - THE SERVICES ARE MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY AND NOT INTENDED TO PROVIDE SPECIFIC COMMERCIAL, FINANCIAL, INVESTMENT OR LEGAL ADVICE.

The materials, information, products, and services included in or available through the Services Specifics or your receipt of APIs and the Gridics Services respectively, including the images, text, databases, photos, custom graphics, compilation, assembly, and the overall look and distinctiveness of the website and mobile application, are provided "as is" and "as available." Gridics disclaims all express or implied representations, warranties, guarantees, and conditions, including implied warranties or conditions of merchantability, fitness for a particular purpose, title, or non-infringement. Neither Gridiccs nor its licensors make any representations, warranties, or guarantees as to the quality, reliability, suitability, truth, accuracy, or completeness of the Services. Gridics disclaims any representation or warranty that the Services OR ANY PRODUCT OR SERVICE OFFERED THROUGH THE SERVICES will be available at any particular time or from any particular location OR that any defects or errors will be corrected. The Services may include inaccuracies or typographical errors. Your use of the Services is solely at your risk.

WE MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE SERVICES, OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE SERVICES, OR THE THIRD PARTY CONTENT AT ANY TIME WITHOUT PRIOR NOTICE TO YOU. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO CEASE USE OF THE SERVICES. SHOULD THE SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. WE DISCLAIM ANY IMPLIED OR STATUTORY WARRANTIES (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SERVICES; OR (II) THAT THE SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED BY OR ACCESSIBLE THROUGH THE SERVICES. NO COMMUNICATION, INFORMATION OR ADVICE GIVEN BY US OR ANY REPRESENTATIVE OF OURS, WHETHER WRITTEN OR ORAL, SHALL CREATE ANY WARRANTY. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS AND CONDITIONS.

You also may have other rights, which may vary from state to state and jurisdiction to jurisdiction.

LIMITATIONS AND EXCLUSIONS OF LIABILITY FOR CHARGEABLE OFFERINGS

Where we enable you to access and use the Developer Portal and/or certain APIs/Gridics Services with charges, the following provisions apply:

Scope of Limitations and Exclusions - The limitations and exclusions in this Section “LIMITATION OF LIABILITY” shall not apply: (i) in cases of willful misconduct and gross negligence; (ii) in cases of bodily injuries or death caused by, our legal representatives’ or our subcontractors’ negligence; (iii) in cases of fraud or fraudulent misrepresentation; and (iv) in cases liability cannot be limited or excluded according to applicable product liability law.

Limitation of Liability in the event of slight negligence - Notwithstanding Section ”LIMITED WARRANTY” and additional or deviating terms in the Services Specifics, liability for all claims, damages and indemnities caused by slight negligence and arising out of or related to the use of the Developer Portal, a Gridics Service and/or any APIs, regardless of the form of action, whether in contract, tort or otherwise, are limited, in the aggregate, to the amount you paid us for the use of the Developer Portal, a Gridics Service and/or any APIs (if recurring fees, up to 12 months charges apply). In cases of slight negligence breach of a significant contractual obligation, our liability is limited to the damage or loss which is reasonably foreseeable.

Limitation Period - Any claims against us shall be brought no later than 12 months from knowledge of the event giving rise to the respective claim. Thereafter all claims arising out of that event shall be barred.

Loss of profit etc. - In no event will we be liable for any amounts for loss of production, interruption of operations, contractual claims against you by any Third Party, damage to property, loss or corruption of content, loss of use, loss of interest, income, profit or savings, or indirect, incidental, consequential, exemplary, punitive, or special damages, even if we have been advised of the possibility of such damages in advance, and all such damages are expressly disclaimed. Section “Scope of Limitations and Exclusions” above remains unaffected.

Cyber Attacks - We take all reasonable technical and other relevant measures and adhere to the applicable IT security and data protection regulations to exclude Cyber Attacks from the Developer Portal, APIs, the Gridics Services or our other IT systems. However, under no circumstances will we be liable for any loss, damage, liability or expense due to (i) a failure or delay of the Gridics Services or other of our services and/or obligations caused by Cyber Attacks; (ii) the “infection” of your IT systems (hard- or software) or (iii) loss or damage of data or other proprietary material in connection with your use of the Developer Portal, to your downloading of any Content posted on it or in connection with your Productive Use of the APIs and/or Gridics Services. Section “Scope of Limitations and Exclusions” above remains unaffected.

Beneficiaries - Any limitations and exclusions of liability shall also apply to the benefit of any employees, officers, directors, representatives, suppliers, subcontractors, and any person used by us in performing any of our obligations.

 

LIMITATIONS AND EXCLUSIONS OF LIABILITY FOR FREE OF CHARGE OFFERINGS

Free of Charge Offering - Where we enable you to access and use the Developer Portal and/or certain APIs/Gridics Services free of charge, the limitations under this Section “LIMITATIONS FOR FREE OF CHARGE OFFERINGS” apply in addition to any further limitations set out in these Terms of Use and/or the Services Specifics.

Change, Limitation, Suspension - We may change, limit, or discontinue any free of charge offerings and your access to and use of any free of charge offerings at our sole discretion.

Warranty and Liability - Except to the extent prohibited by applicable laws free of charge offerings are provided “as is” without warranties of any kind and in their then-current version made available by us from time to time without support and availability commitments. Our liability for claims, damages and indemnities is excluded.

 

PERSONAL DATA

General - You and we shall comply with the respective obligations under the applicable data protection laws, regulations, statute or ordinances (“Data Protection Laws”), in particular the obligations regulated in the EU General Data Protection Regulation 2016/679 (“GDPR”) and bind their employees engaged in connection with these Terms of Use to data protection in accordance with the Data Protection Laws.

 

Personal Data in relation to use of and access to Developer Portal - Our processing of personal data in relation to the Developer Portal is described in our Privacy Policy. 

 

COMMUNICATION

Confidential Information - Any non-public communication disclosed by us or a Gridics affiliate under or in connection with the Developer Portal and which is - when disclosed - identified as “Confidential” or consists of information that, by its nature or context, is sufficient to put you on notice of its confidential nature is considered to be confidential information (“Confidential Information”). In addition, any information and materials obtained by you in connection with these Terms of Use, the Services Specifics or your receipt of APIs and the Gridics Services respectively, information regarding our, a Gridics affiliate’s or our or their business partners’ business strategies and practices, methodologies, trade secrets, know-how, pricing, technology, software, application programming interfaces, application programming interface signatures, product plans, and information regarding our or any of Gridics affiliate’s employees, clients, vendors and consultants, are deemed to be Confidential Information.

Your Obligations - You shall:

  • only use Confidential Information received for the purpose it was provided to you,
  • prevent disclosure of Confidential Information to third parties, and
  • restrict the circulation of Confidential Information only to users, employees, affiliates, business partners and advisors, and the respective employees of such affiliates, business partners and advisors who are bound to appropriate confidentiality obligations and who need to know that information for the use of the Developer Portal and/or the APIs and the Gridics Services respectively.

Exceptions - Confidential Information does not include information that:

  • becomes part of the public domain without violation of these Terms of Use;
  • can be proven known and on record at the receiving party prior to the first disclosure of the Confidential Information, provided that the receiving party has no reason to believe that such source is itself bound by a confidentiality obligation or that such source has obtained the information through any wrongful or tortious conduct;
  • was lawfully in the receiving party’s possession prior to receipt from the other party without a corresponding obligation of confidentiality;
  • can be proven to have been independently developed.

Compelled Disclosure - We will not disclose Confidential Information and/or any of your content to any third party except (i) as instructed by you, (ii) as permitted in these terms, (iii) as required by laws or governmental order.

Feedback - If you communicate to us any comments, ideas, suggestions or other feedback (“Feedback”) regarding the Developer Portal, we are entitled to use your Feedback free of charge, worldwide and without any other restriction in order to improve our Developer Portal or APIs or the respective Gridics Services.

Publicity - You shall not without prior written consent of us or the according Gridics affiliate use our or any of our affiliate’s name or logo in any sales or marketing materials or any part hereof in any way.

 

MISCELLANEOUS

No Partnership - For all purposes, the parties will be deemed to be independent contractors and nothing in these Terms of Use will be construed as creating a partnership, franchise, agency, fiduciary, employment or joint venture relationship of any kind between the parties. You nor we will have the authority to bind the other party or to contract in the name of or create a liability against the other party in performing its obligations or exercising its rights under these Terms of Use.

Assignment - You may not assign any of your rights or obligations under these Terms of Use without our prior written approval. We may assign these Terms of Use or any right granted there into any of our affiliates that assume our obligations.

Set-off, Retention - You may only set off claims or assert a right of retention with regard to claims that are uncontested by us, are ready for decision or have been confirmed by final court judgment.

Force Majeure - Neither us nor our partners, affiliates and employees shall be liable for any failure or delay relating to your use of the Developer Portal, the APIs, the Gridics Services and/or any failure or delay of underlying IT systems used by us to perform our contractual or other obligations due to any external cause beyond our reasonable control, i.e. which is inescapable despite the application of ultimate care including acts of God, earthquake, fire, flood, embargo, riot, sabotage, Cyber Attacks, labor shortage or dispute, acts or omissions of civil or military authorities, war, acts of sabotage or terrorism.

Severity - If any provision of these Terms of Use is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired, and - in case you are not a consumer - such provision will be deemed to be restated to reflect the original intentions of the Parties as nearly as possible in accordance with applicable law.

Subcontracting - To support the rendering of the Developer Portal, we may use personnel and resources in various countries, including subcontractors.

Order of Precedence - In the event of a conflict or inconsistency the regulations and/or documents prevail in the following descending order:

  1. Services Specifics
  2. General Developer Portal Terms of Use

 

GOVERNING LAW

Governing Law - These Terms of Use are governed by United States law. The Legal Terms for the Gridics Services may be governed by a different law and/or jurisdiction as set out in the Services Specifics.