API and SDK Licence Agreement
May 06, 2021
INTRODUCTION
This API and SDK licence agreement (this “Agreement”) governs your use of the application programming interface and/or software development kit (collectively, the “API/SDK”) and Documentation (as defined below) provided by Igloocompany Pte. Ltd. and its affiliates (referred to as “Igloocompany”, “we”, “us” or “our”). Please read this Agreement carefully before using the API/SDK and Documentation. By using the API/SDK and Documentation, you hereby agree to be bound by this Agreement. If you do not agree to be bound by this Agreement, do not use or access the API/SDK and Documentation.
If you are entering into this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you must not accept this Agreement or use or access the API/SDK and Documentation on behalf of your employer or other entity.
DEFINITIONS
In this Agreement, unless the context otherwise requires, the following words shall have the following meanings:
“Applications” means one or more software applications developed by or on behalf of you that uses the API/SDK and/or incorporates portions of the API/SDK, and can interface with and interoperate with Igloocompany Products through the API functionality.
“Confidential Information” means all non-public information, technology, materials and know-how that Igloocompany designates either as proprietary or confidential or that, by the nature of the information or the circumstances surrounding its disclosure, ought in good faith to be treated as proprietary or confidential. Information shall not be regarded as “Confidential Information” if it is (a) already publicly known; (b) lawfully received from third parties subject to no restriction of confidentiality; or (c) authorised for your disclosure. Igloocompany’s Confidential Information includes this Agreement, the API/SDK and the Documentation.
“Documentation” means any specifications, reference designs or other documentation or information made available or communicated by Igloocompany to you in connection with the API/SDK.
“Igloocompany Products” means any smart home products developed or manufactured by or on behalf of Igloocompany that is designed for use with the API/SDK, and includes any prototypes, product samples or unreleased versions provided by Igloocompany.
“Intellectual Property Rights” means all current and future copyright, patents, trade marks or rights in databases, inventions or trade secrets, know-how, rights in designs, topographies, trade and business names, domain names, marks and devices (whether or not registered) and all other intellectual property rights and applications for any of those rights (where such applications can be made) capable of protection in any country of the world.
“PDPA” means the Singapore Personal Data Protection Act 2012 including all subsidiary legislation enacted thereunder, whether now or in the future.
“Personal Data” means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which the organisation has or is likely to have access.
GRANT OF LICENCE
Subject to the terms and conditions of this Agreement, Igloocompany grants you a limited, non-transferable, non-sublicensable, and non-exclusive licence to use the API/SDK and the Documentation solely for the following purposes: (a) to make your Applications compatible with Igloocompany Products; and (b) to create Applications, products, or services which communicates and interoperates with Igloocompany Products.
RESTRICTIONS AND OBLIGATIONS
You shall not:
use the API/SDK and Documentation to develop Applications that communicate and interoperate with other smart home products other than Igloocompany Products;
copy (except for backup purposes), modify, adapt, distribute, reverse engineer,
decompile, disassemble or create derivative work of the API/SDK or any part of the API/SDK;
transfer, sublicense, sell, assign or distribute any portion of the API/SDK and Documentation to any third party without our prior written consent;
give to any third party the ability to access any application programming interface that provides the same or similar functions as some or all of the functions provided by the API/SDK;
remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the API/SDK and Documentation;
alter, disable or circumvent any licensing or control features that limit the usage of the API/SDK; or
use the API/SDK and Documentation for any purpose not expressly permitted by this Agreement.
You agree to use the API/SDK and Documentation to develop Applications only for purposes that are expressly permitted by this Agreement and any applicable law, regulation or generally accepted practice or guidelines in the relevant jurisdictions.
You agree that you are solely responsible for, and that Igloocompany has no responsibility of any kind to you or to any third party, for any data, content, or resources that you create, capture, process, transmit, display or store through your Applications, and for the consequences of your actions (including any loss or damage which Igloocompany or any third party suffer) by doing so.
You agree that you are solely responsible, and that Igloocompany has no responsibility or liability of any kind to you or to any third party, for your or your end users’ use of the API/SDK and Documentation.
You agree that you are solely responsible, and that Igloocompany has no responsibility or liability of any kind to you, your end users, or any third party, for your Applications, your end users’ use of your Applications or the content, development, operation, support or maintenance of your Applications. Without limiting the foregoing, you will be solely responsible for (a) the technical installation and operation of your Applications; (b) creating and displaying information and content on, through or within your Applications; (c) ensuring that your Applications do not violate or infringe the Intellectual Property Rights of any third party; (d) ensuring that your Applications is not offensive, profane, obscene, libellous or otherwise illegal; and (e) ensuring that your Applications do not violate any applicable law or third party right.
If a license fee or royalty is required for use of the API/SDK and Documentation, you must pay the license fee or royalty to Igloocompany to maintain your rights granted under this Agreement.
You agree that the form and nature of the API/SDK and Documentation that we provide may change without prior notice to you and that future versions of the API/SDK may be incompatible with Applications developed on previous versions of the API/SDK. You agree that we may stop (permanently or temporarily) providing the API/SDK and Documentation or any features within the API/SDK and Documentation to you at our sole discretion, without prior notice to you.
OWNERSHIP
You acknowledge that the API/SDK and Documentation is licensed and not sold under this Agreement. You agree that Igloocompany or third parties (where applicable) owns all legal rights, title and interest in and to the API/SDK and Documentation, including any Intellectual Property Rights that subsists in the API/SDK and Documentation. Igloocompany reserves all rights not expressly granted to you under this Agreement.
Nothing in this Agreement gives you a right to use any of Igloocompany’s trade names, trademarks, logos, domain names, or other distinctive brand features.
You are not authorised by Igloocompany to use Igloocompany’s trademarks in any advertising, publicity or in any other commercial manner without the prior written consent of Igloocompany, which may be withheld by Igloocompany for any or no reason
THIRD PARTY APPLICATIONS
If you use the API/SDK to run applications developed by a third party or that access data, content or resources provided by a third party, you agree that Igloocompany is not responsible for those applications, data, content or resources. You agree that all data, content or resources which you may access through such third party applications are the sole responsibility of the person from which they originated and that Igloocompany is not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content or resources.
You acknowledge and agree that data, content and resources presented to you through such a third party application may be protected by Intellectual Property Rights that are owned by the providers (or by other individuals or entities on their behalf). You shall not modify, rent, lease, loan, sell, distribute or create derivatives works based on these data, content, or resources (either in whole or in part) unless you have been expressly given permission to do so by the relevant owners.
You acknowledge that your use of such third party applications, data, content, or resources may be subject to separate terms and conditions between you and the relevant third party. This Agreement does not affect your legal relationship with these third parties.
CONFIDENTIALITY
You will use Igloocompany’s Confidential Information only for the purposes set forth in this Agreement and will only disclose Igloocompany’s Confidential Information to your employees who have a need to know in order to accomplish those purposes.
You will not disclose any of Igloocompany’s Confidential Information to any third party without Igloocompany’s prior written consent.
You will protect Igloocompany’s Confidential Information from unauthorised use, access or disclosure in the same manner that you would use to protect your own confidential information of a similar nature and in any event with no less than a reasonable degree of care.
PERSONAL DATA PROTECTION
If and/or to the extent that you provide Igloocompany with or disclose to Igloocompany any Personal Data of any individual, you represent, undertake and warrant that:
for any Personal Data of individuals that you will be or may be disclosing or discloses to us, that you would have prior to disclosing such Personal Data to us obtained consent from the individuals whose personal data are being disclosed, to:
permit you to disclose the individuals’ Personal Data to Igloocompany for the purposes of Igloocompany’s own customer support, analytics, research, fraud prevention, risk assessment, regulatory compliance, investigation, as well as to enable you and/or such individuals to use and access Igloocompany Products, and Igloocompany’s applications and platforms (the “Purposes”);
permit Igloocompany to collect, use, disclose and/or process the individuals’ Personal Data for the Purposes; and/or
permit Igloocompany to transfer and disclose the individuals’ Personal Data to third parties, whether located within or outside Singapore, for one or more of the Purposes and for the said third parties to subsequently collect, use, disclose and/or process the individuals’ Personal Data for one or more of the Purposes. Such third parties include:
any of Igloocompany’s affiliates;
any of Igloocompany’s agents, contractors or third party service providers that process or will be processing such Personal Data on Igloocompany’s behalf including but not limited to those which provide administrative or other services to Igloocompany such as mailing houses, telecommunication companies, information technology companies and data centres; and
third parties to whom disclosure by Igloocompany is for one or more of the Purposes and such third parties would in turn be collecting and processing the individuals’ Personal Data for one or more of the Purposes.
Any Personal Data of individuals that you will be or is disclosing to Igloocompany is accurate. Further, you shall give Igloocompany notice in writing as soon as reasonably practicable should you be aware that any such Personal Data has been updated and/or changed after such disclosure;
You shall at the request of Igloocompany, assist Igloocompany to comply with the PDPA. In this regard and without limiting the generality of the foregoing, this includes but is not limited to Igloocompany executing such further documents as Igloocompany may require and/or you making arrangements for additional form(s) and consent(s) to be completed and signed by individuals whose Personal Data are provided by you to Igloocompany;
For any Personal Data that you collect for Igloocompany and that is subsequently disclosed to Igloocompany, that you shall only process such Personal Data solely for Igloocompany and the purposes of Igloocompany and not disclosed such Personal Data to any other party; and
for any Personal Data of individuals that you will be or may be disclosing or discloses to Igloocompany, that you are validly acting on behalf of such individuals and that you have the authority of such individuals to provide their Personal Data to Igloocompany and for Igloocompany to collect, use, disclose and process such Personal Data for the Purposes.
You shall not do anything and not omit to do anything that will cause Igloocompany to be in breach of any provision or requirement of the PDPA, whether now or in the future. You shall at the request of Igloocompany, promptly do such things or execute such documents, as determined by Igloocompany, in order to facilitate Igloocompany’s compliance with the PDPA.
For the avoidance of doubt, in the event that any of the individuals whose Personal Data that you have provided to Igloocompany, withdraws his consent from, or seeks access or correction of his Personal Data with Igloocompany, Igloocompany is under no obligations to you to notify you of such withdrawal, access or correction request. Additionally, if as a result of such withdrawal of consent or access or correction request, Igloocompany is unable to perform this Agreement with you then Igloocompany shall not be liable for any inability to perform where such inability arises from such withdrawal, access or correction request.
To the extent that you receive any Personal Data from Igloocompany, you shall:
comply with the PDPA with regard to any and all Personal Data that you receive from Igloocompany;
only use such Personal Data in accordance with the purposes for which Igloocompany discloses the Personal Data, in accordance with the instructions of Igloocompany and as is necessary for Igloocompany to fulfil its obligations under the PDPA. In this regard, you undertake to collect and/or use the Personal Data you receive from Igloocompany solely for the purposes of providing your own customer support to your customers and to enable your customers to use and access Igloocompany Products, and Igloocompany’s applications and platforms and not for any other purposes whatsoever;
take all appropriate and reasonable technical and organisational measures to ensure the security and the confidentiality of the personal data you or your Applications receive, against unlawful or unauthorised access, collection, use, disclosure, copying, modification, disposal or processing or accidental loss, alteration, destruction of, or damage to or similar risks to such Personal Data;
give Igloocompany notice in writing as soon as reasonably practicable should you be aware of, or reasonably suspect, that any of the events in clause 8.4.3 above has occurred and shall promptly take all steps necessary to remedy the event and prevent its re-occurrence;
not retain such Personal Data for any longer than is necessary for the purposes for which Igloocompany disclosed the Personal Data;
limit disclosure of such Personal Data to your employees on a need to know basis and only for the purpose of processing for which such Personal data was disclosed by Igloocompany;
ensure that all such Personal Data that you receive from Igloocompany shall remain in Singapore and under your possession including but not limited to only be stored on servers that are in Singapore and that are within your possession and control; and
not transfer such Personal Data or any part thereof outside of Singapore to another country, unless the consent of the individual whose Personal Data is to be transferred to another country has been obtained and Igloocompany has approved the same in writing. Further, where approval has been given as aforesaid for such Personal Data to be transferred to another country, to take any such additional measures as are necessary to secure that such Personal Data is transferred in accordance with the requirements of the PDPA.
Notwithstanding anything to the contrary, you undertake to indemnify and at all times hereafter to keep Igloocompany indemnified against any and all losses, damages, actions, proceedings, costs, claims, fines, demands, liabilities (including full legal costs on a solicitor and own client basis) which may be suffered or incurred by Igloocompany or asserted against Igloocompany by any person, party or entity whatsoever, in respect of any matter or event whatsoever arising out of, in the course of, by reason of its activities in relation to personal data or in respect of any breach of any of the provisions in this clause 8.
During the performance of this Agreement by Igloocompany or in connection with your use of the API/SDK and Documentation, it may be necessary for Igloocompany to obtain, receive or collect data, including API/SDK-specific data and technical data (collectively, the “Data”), for analytical and/or software development purposes. For the avoidance of doubt, the Data does not include personal data. You hereby grant to Igloocompany a non-exclusive, worldwide, fully paid up and royalty-free, perpetual, irrevocable license to aggregate the Data with other data provided by other users for use in an anonymous manner for Igloocompany’s analytical and/or software development purposes.
DISCLAIMER OF WARRANTIES
ALL ASPECTS OF THE API/SDK AND DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND IGLOOCOMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT IGLOOCOMPANY DOES NOT WARRANT THAT THE API/SDK WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM IGLOOCOMPANY OR THROUGH THE API/SDK AND DOCUMENTATION SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
LIMITATION OF LIABILITY
IN NO EVENT SHALL IGLOOCOMPANY BE LIABLE TO YOU OR ANYONE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOSS OF DATA, GOODS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE API/SDK AND DOCUMENTATION. WITHOUT LIMITING THE FOREGOING, IGLOOCOMPANY’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED ONE HUNDRED SINGAPORE DOLLARS (SGD100.00).
INDEMNIFICATION
Any and all legal claims or issues arising between you and your end users in your or your Applications’ use of the API/SDK shall be solely your legal matter and Igloocompany shall be excluded from any such legal claims or issues. You shall indemnify and hold Igloocompany and its directors, officers, shareholders, agents and employees, successors and assigns (collectively, the “Indemnified Parties”) harmless from any claims or liability arising from or relating to any alleged or actual breach of any confidentiality.
You will defend, indemnify and hold the Indemnified Parties harmless from and against any and all actions, claims, proceedings, damages, losses, costs and expenses resulting from (a) your use of the API/SDK; (b) your breach of any term of this Agreement; (c) your breach of any statutory requirement, duty or law; or (d) your violation of any rights of another person or entity.
TERMINATION
This Agreement will continue to apply until terminated by either you or Igloocompany as set out below.
We may terminate this Agreement immediately on written notice:
if you breach any terms of this Agreement and such breach is not cured within 30 days after becoming aware of or receiving notice of such breach;
if you are deemed to infringe any Intellectual Property Rights held by Igloocompany or by any third parties;
if you engage in any action which disparages Igloocompany or otherwise devalues the name, logos, trademarks, goodwill or reputation of Igloocompany;
if you bring or threaten to bring any claim of infringement of Intellectual Property Rights against Igloocompany (including any counterclaim);
if you engage, or encourage others to engage, in any misleading, fraudulent, improper, unlawful or dishonest act relating to this Agreement, including, but not limited to: actions or attempts to compromise or destroy the security, data integrity or operation of the API/SDK, Igloocompany Products, Igloocompany software, systems, or servers, any acts or omissions constituting infringement of third party rights, including but not limited to any Intellectual Property Rights; or
if we are required to do so by law.
Igloocompany may terminate this Agreement for convenience at any time, at its sole discretion for any reason, on 30 days written notice.
You may terminate this Agreement by ceasing to use the API/SDK. You shall give Igloocompany 60 days prior written notice if you elect to terminate this Agreement in this manner.
UPDATES AND MODIFICATION TO THE API/SDK
Igloocompany may, at its sole discretion, update or modify the API/SDK and Documentation and you acknowledge that this Agreement does not create any obligation on the part of Igloocompany to update or modify the API/SDK and Documentation or to provide you with any support or maintenance of the API/SDK and Documentation. You further acknowledge that updates or modifications to the API/SDK and Documentation may: (a) remove or restrict previously existing functionality; and/or (b) require you to update or modify your own Applications.
CHANGES TO THIS AGREEMENT
Igloocompany reserves the right to make changes to the terms of this Agreement at any time and for any reason. In the event of such changes, you will be responsible for reviewing the modified Agreement, which will be effective upon first posting by Igloocompany on Igloocompany’s website where the API/SDK and Documentation are made available, and use of the API/SDK and Documentation by you following any such notification constitutes your acceptance of this Agreement as modified.
MISCELLANEOUS
Relationship of the parties
No joint venture, partnership, employment, or agency relationship exists between you and Igloocompany as a result of this Agreement.
Entire Agreement
This Agreement comprise the entire agreement between you and Igloocompany and supersedes all prior or contemporaneous negotiations or discussions, whether written or oral between you and Igloocompany regarding the subject matter contained herein.
Assignment
This Agreement and the rights and obligations hereunder shall not be assigned by you without the prior written consent of Igloocompany but may be assigned without your consent by Igloocompany. Any purported assignment by you in violation of this clause shall be void.
Waiver
The failure of Igloocompany to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Igloocompany in writing.
Severability
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.
Third parties’ rights
Any person who is not a party to this Agreement shall have no right to enforce any of the provisions of this Agreement under the Contracts (Rights of Third Parties) Act (Cap. 53B).
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by Singapore law. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore and the tribunal shall consist of one arbitrator. If you and Igloocompany are unable to agree on an arbitrator, the arbitrator shall be appointed by the President of the SIAC in accordance with the SIAC Rules. The language of the arbitrator shall be the English language.