Yonomi Developer Portal Terms of Use

Welcome to Yonomi's Developer Portal (the "Portal"). Yonomi, Inc., an Allegion affiliated company, ("Yonomi") provides the Portal, various Application Programming Interfaces (API(s)), and any related testing environments (collectively "Developer Services").

These Terms of Use ("Terms") govern your use of the Developer Services and forms a binding agreement between you ("you" or "your" defined as you the individual or business entity you represent that is accessing the Developer Services) and Yonomi.

Please read these Terms carefully – BY USING THE DEVELOPER SERVICES, YOU AGREE TO THESE TERMS; IF YOU DO NOT AGREE, DO NOT USE THE DEVELOPER SERVICES.

Access Credentials

You will be required to create a user name and password to access the Developer Services, and you may be assigned separate credentials/API Keys to access certain test environments/API(s) ("Access Credentials"). You are responsible for maintaining the confidentiality of your Account Credentials, and for restricting access to your development environment. As such, you must treat your Access Credentials as confidential and you may not sell, transfer, sublicense, or disclose your Access Credentials to any other person or entity.

You are responsible for all uses of the Developer Services by you or through your Access Credentials. Specifically, and without limiting the generality of the foregoing, you are responsible for all actions and failures to take required actions with respect to the Developer Services by any person to whom you may provide access, whether such access or use is permitted by or in violation of these Terms.

Grant of License

In accordance with these Terms and any associated API documentation, we hereby grant to you a revocable, non-exclusive, non-sublicensable, and non-transferable, limited license to access the Developer Services for the sole purpose of developing and testing integrations.

Use Restrictions

The Developer Services are provided to users for integration testing purposes only. Any unauthorized, unlawful, or harmful use of the Developer Services or its contents is strictly prohibited and will result in immediate access termination and revocation of the license.

Use of the Developer Services is subject to all applicable federal, state, and local laws and regulations. You agree not to use the Developer Services to conduct any business or activity or solicit the performance of any activity prohibited by law or any contractual provision by which you are bound. Accordingly, you represent and warrant that you will not, and shall not permit any other person to:

Use the Developer Services beyond the scope of the license granted under these Terms.
Harm Yonomi, its customers, suppliers, or other parties, as determined at Yonomi's sole discretion.
Breach any code of conduct, policy, or other notice applicable to the Developer Services.
Reverse engineer, disassemble, decompile, decode, or adapt the Developer Services, or otherwise attempt to derive or gain access to the source code of the Developer Services, in whole or in part.
Damage, disable, overburden, or impair the Developer Services (or any network(s) connected to the Developer Services) or interfere with any other party's use of the Developer Services.
Upload real or confidential data to the test environment, or modify data within the test environment to reflect real persons or transactions.

The Developer Services are intended for people that are at least 18 years old or otherwise able to lawfully enter into contracts under applicable law. Nothing associated with the Developer Services is intended for persons under the age of thirteen.

Changes to these Terms and the Developer Services

Yonomi may, in our sole discretion, make any change to the Developer Services and/or these Terms without notice to you. You are responsible for reviewing the revised Terms and/or any applicable postings. CONTINUED USE OF THE DEVELOPER SERVICES AFTER SUCH CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF THE CHANGES. We may, at any time and without liability, modify or discontinue or delete any content, features, or functionality, or any aspect of the Developer Services, in any way at any time for any reason.

Intellectual Property Rights

Yonomi retains the entire right, title, and interest in the content, features, and functionality made available on or through the Developer Services, including, but not limited to all information, API(s), documentation, text, displays, images, video and audio, and the design, selection and arrangement thereof, and all improvements, enhancements, modifications, and derivative works thereto, except as expressly granted to you in these Terms.

Materials You Post or Provide; Communications Monitoring

For information and materials you post or otherwise provide to Yonomi related to the Developer Services (a "Submission"), you grant Yonomi and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable license to (1) use, copy, distribute, transmit, make available, publicly display, publicly perform, reproduce, edit, adapt, modify, translate, reformat and create derivative works of your Submission, each in connection with the Developer Services, and (2) sublicense these rights, to the maximum extent permitted by applicable law. Yonomi will not pay you for your Submission and may remove your Submission at any time. For each Submission you provide, you represent that you have all rights necessary for you to grant us the rights provided in this section.

You acknowledge that we will communicate with you primarily via email or by posting notices on the Developer Services. You agree that all agreements, notices, disclosures and any other communications that we provide to you electronically satisfy any legal requirements that such communications be in writing.

Monitoring and Enforcement

To the maximum extent permitted by applicable law, Yonomi may monitor any electronic communications you make in connection with the Developer Services, may monitor and/or audit your use of the Developer Services, and may disclose such information in the event it has a good faith reason to believe it is necessary for purposes of ensuring your compliance with this Agreement, and protecting the rights, property, and interests of Yonomi or any third party.

Disclaimer of Warranties

YONOMI PROVIDES THE DEVELOPER SERVICES "AS IS," WITH ALL FAULTS AND DEFECTS, "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. YOU EXPRESSLY AGREE THAT USE OF THE DEVELOPER SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YONOMI MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE DEVELOPER SERVICES OR THE INFORMATION, CONTENT, OR MATERIALS PROVIDED THEREBY, AND DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE DEVELOPER SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YONOMI DOES NOT WARRANT THAT THE DEVELOPER SERVICES, SUPPORTING SERVERS, OR E-MAILS SENT ARE ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME, OR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY US, OUR AFFILIATES, AGENTS, EMPLOYEES, AND SERVICE PROVIDERS, SHALL CREATE A WARRANTY, AND YOU ARE NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDITION OF THESE TERMS.

Limitation of Liability; Indemnification

IN NO EVENT WILL YONOMI BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER CLAIM FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OR YOUR USE OF THE DEVELOPER SERVICES, EVEN IF YONOMI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) THE USE OR THE INABILITY TO USE THE DEVELOPER SERVICES; (2) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LOSS OF DATA, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO YOUR INFORMATION; (3) ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN INFORMATION OR CONTENT PROVIDED BY, CONTAINED WITHIN, OR OBTAINED THROUGH THE DEVELOPER SERVICES; OR (4) ANY OTHER FAILURE, ACTION, OR OMISSION.

WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SECTIONS, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD YONOMI HARMLESS FOR ANY AND ALL THIRD-PARTY CLAIMS, ACTIONS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES) ARISING FROM ANY (1) A THIRD-PARTY CLAIM, ACTION OR ALLEGATION OF INFRINGEMENT, MISUSE OR MISAPPROPRIATION BASED ON INFORMATION, DATA, FILES OR OTHER MATERIALS SUBMITTED BY YOU TO OR THROUGH THE DEVELOPER SERVICES; (2) YOUR VIOLATION OF ANY LAW OR RIGHTS OF A THIRD PARTY; OR (3) USE OF THE DEVELOPER SERVICES BY ANY THIRD PARTY ON YOUR BEHALF. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Termination; Access Restriction

Yonomi may terminate or suspend your access to the Developer Services at any time, with or without cause, at Yonomi's sole discretion. Upon any termination or suspension, your right to use the Developer Services will cease immediately, and you will not be able to retrieve any information related to your account.

Governing Law; Dispute Resolution

These Terms and any action related thereto will be governed by and construed in accordance with the laws of the State of Delaware and all applicable Federal laws of the United States of America, without regard to any choice of law rules under Delaware law. You agree that any action at law or in equity arising out of or relating to these Terms or relating your use of the Developer Services will be filed only in the state or federal courts located in Delaware and you agree to submit to the personal jurisdiction of such courts for the purposes of litigating any such action, and to waive any jurisdictional, venue, or inconvenient forum objections to such courts.

Severability; Assignment

If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect. Yonomi may assign these Terms, in whole or in part, at any time without notice to you. You may not assign these Terms, or assign, transfer or sublicense your rights, if any, in the Developer Services. The section titles are solely used for the convenience of the parties and have no legal or contractual significance.