1. INTRODUCTION
Brivo Inc is making available to our customers, dealers, end users and development partners our proprietary Brivo OnAir Application Programming Interface (“API”) along with related content and materials provided herein (“API Content”) for use with or without our proprietary Brivo OnAir® product.
2. ACCEPTANCE
PLEASE read these Brivo OnAir API Terms Of Use carefully. Your access to and use of our API and API Content is subject to your acceptance of and agreement to be bound by the following terms and conditions (“Terms of Use”).
3. GENERAL TERMS AND CONDITIONS
These Terms of Use are in addition to the Terms of Use which govern Brivo’s website and associated services generally; to the extent of any inconsistency, these Terms of Use will control with respect to our API and API Content.
4. MODIFICATIONS
Brivo reserves the right at any time with or without notice to modify or change our API and API Content as well as to discontinue or further restrict or limit, in whole or in part, their use or availability. Moreover, Brivo specifically reserves the right at any time with or without notice to modify, change or amend these Terms of Use. Your access to and use of the API and API Content will hereafter be subject to the most recent version of these Terms of Use posted on our web site (or the authorized web site through which the API and API Content is made available to you), as amended from time to time in Brivo’s sole discretion, and by accessing such website(s) and associated services after any such amendments have been made, you will be deemed to have consented thereto and be bound thereby.
5. RELATED PARTIES
You will cause your employees, agents, affiliates, parents, subsidiaries, and other parties related to you (collectively, “Related Parties”) to comply with and adhere to these Terms of Use.
6. RESTRICTED USE
The access to and use of our API and API Content is subject to the following restrictions and limitations, and you agree not to take any action inconsistent therewith:
- Only our active and authorized customers, dealers, end users and development partners may use our API and API Content.
- You will not use, reproduce or download our API or API Content in any manner that violates applicable law or infringes on the rights of any third party.
- You are not entitled to nor will you attempt to sell, license, sublicense, convey, assign or transfer our API access codes.
- You will not use the API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Brivo OnAir API documentation located within http://apidocs.brivo.com/ as determined by Brivo in its sole discretion.
- Upon the written request of Brivo, you will immediately cease use of our API and API Content and destroy all copies thereof that you may have in your possession.
- Brivo reserves the right to limit transaction rates through the API, and to change such limits and/or impose additional surcharges above our base service fees for usage that is, at Brivo’s sole discretion, deemed to be excessive.
- Brivo reserves the right to terminate (and you agree to take all steps necessary to terminate) any unauthorized integrations using this API without specific consent of Brivo. You will ensure that the use or display of API Content does not suggest that Brivo promotes or endorses you or any third party or cause, ideas, web sites, products or services of you or any third party.
- You will create only a single API key per application and said key must accompany all web services requests coming from the application. You can sign up for an API at http://developer.BRIVO.com/apps/register. You must provide accurate identification, contact, and other information required as part of the registration process. You WILL NOT create any script or other automated tool that attempts to create multiple API keys.
- Use of the API for commercial purposes is subject to Brivo’s approval and certification of your integration.
- You will not include rel=”nofollow” when rendering hyperlinked data returned by the API.
- Do not change, alter or modify in any way the Brivo brands or products logos – including colors, language, appearance, or animations.
- Do not use the Brivo brands or product logos to suggest Brivo is responsible for your application and/or web site’s content, design, language, or topic. We provide data for you to use as raw material; it is not an endorsement of your site.
7. INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that, except for the limited, non-exclusive, non-transferable right to use the API and API Content expressly set forth in these Terms of Use (as amended from time to time), you have no right, title or interest in or to the API, API Content or any Intellectual Property Rights associated therewith (as defined below). ALL OTHER RIGHTS ARE SPECIFICALLY RESERVED BY BRIVO. The term “Intellectual Property Rights” will mean any and all rights existing from time to time under patent law, copyright law, moral rights law, trademark law, unfair competition law, trade secrets law, privacy rights law and any other applicable law which may be in effect from time to time.
8. INDEMNIFICATION
You hereby agree to indemnify, defend and hold Brivo and its employees, agents, affiliates, parents, subsidiaries and other related parties harmless from any and all claims, losses, damages, liabilities, expenses, costs (reasonable attorneys’ fees and costs) arising from or related to: (i) your violation or breach of these Terms of Use or (ii) any third-party claim or allegation that the API or API Content infringes the Intellectual Property Rights of such third party, to the extent such claim or allegation is based in whole or in part, directly or indirectly, on your integration of third-party software or systems with our API or API Content.
9. DISCLAIMER OF WARRANTIES
YOUR USE OF OUR API AND API CONTENT IS AT YOUR SOLE RISK. OUR API AND API CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BRIVO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT WILL BRIVO BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS TO YOUR COMPUTER OR INFORMATION SYSTEM ARISING FROM OR RELATED TO OUR API AND API CONTENT.
BRIVO MAKES NO WARRANTY THAT OUR API AND API CONTENT WILL BE ERROR FREE OR RELIABLE, OR MEET YOUR REQUIREMENTS OR EXPECTATIONS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BRIVO WITH RESPECT TO OUR API OR API CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.
10. LIMITATION ON LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT BRIVO WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BRIVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATED TO THE USE OR THE INABILITY TO USE OUR API AND API CONTENT.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THESE TERMS OF USE WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11. CONFIDENTIALITY
You agree to maintain the confidentiality of the API and API Content. You agree not to: (i) use the API or API Content except as expressly permitted by this Agreement or (ii) disclose the API or API Content to any other person, except for your authorized employees and agents who need to have access to the API and API Content for the purpose of using the API and API Content on your behalf in accordance with these Terms of Use; provided that you require such authorized employees and agents to be bound by these Terms of Use to the same extent as if they were parties hereto and you shall be responsible for any breach of these Terms of Use by any such authorized employees and agents. You shall protect the API and API Content using the same degree of care you use to protect your own confidential and proprietary information, but in no event less than a reasonable degree of care. You shall inform Brivo promptly of becoming aware or suspecting that the API or API Content has been disclosed or used in violation of these Terms of Use.
12. MISCELLANEOUS
You agree that your obligations under these Terms of Use and certain other provisions which by their nature are intended to survive termination of your authorized use of our API and API Content, including but not limited to Sections VIII (Indemnification), IX (Disclaimer of Warranties), X (Limitations of Liability), XI (Confidentiality) and XII (Miscellaneous), will continue and survive until the expiration of the applicable statute of limitations. You agree that a breach by you of your obligations under these Terms of Use would cause irreparable harm to Brivo, the extent of which would be difficult to ascertain; therefore, Brivo, in addition to its other remedies, will be entitled to equitable relief including specific performance and/or injunctive relief without the need to post bond or prove actual damages. These Terms of Use constitute the entire arrangement and understanding between the parties and supersede all prior agreements relating to the subject matter hereof, whether written or verbal. You acknowledge and agree that in entering into this agreement you have not relied on any representation or warranty not expressly set forth herein. If any provision of these Terms of Use is found by a court of competent jurisdiction or by a governmental entity to be invalid, void or unenforceable, then the remainder of the terms contained herein will remain in full force and effect, and will in no way be affected, impaired, or invalidated. These Terms of Use will, in all respects, including all matters of construction, validity and performance, and all disputes arising in connection herewith, will be governed by the laws of the State of Maryland, without regard to any conflicts of law principles which may result in the application of the laws of another jurisdiction. Any suit, action or proceeding arising in connection with these Terms of Use will be brought only in the state or federal courts sitting in the State of Maryland and the parties hereby expressly submit to the exclusive jurisdiction of such courts for the purpose of any such suit, action, or proceeding. You may not assign your rights or obligations hereunder, either in whole or in part, without the prior written consent of Brivo, and any attempted assignment in violation hereof will be null and void, and will constitute a material breach of these Terms of Use.
13. TEST EQUIPMENT
Should test equipment be required to complete your integration, Brivo will make this equipment available at a discounted cost or on a loaner basis.
14. FEEDBACK
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the API (“Feedback”). You may submit Feedback by emailing us at brivoapi@brivo.com or through the “Help” section of the Brivo Site. You acknowledge and agree that all Feedback will be the sole and exclusive property of Brivo and you hereby assign and agree to assign all rights, title and interest you have in such Feedback to Brivo together with all Intellectual Property Rights therein.
15. Support
Brivo has no obligation to provide you with guidance on application development or to provide users with support, software upgrades, enhancements, or modifications to the API. You understand and agree that you are solely responsible for developing your application, providing user support for that application and any other technical assistance for your applications. Brivo may redirect users and potential users of your application to the email address on your account for purposes of answering general application inquiries and support questions.
16.
In addition to the foregoing Terms of Use, the following terms will apply if Brivo grants you permission to use the API to integrate one of your products with a Brivo a product. If you use the API to integrate one of your products with a Brivo product, you acknowledge and agree that you will be bound by these additional terms and you hereby agree to be bound thereby. [API Partner Terms]