SIHOT Integration Program: Terms & Conditions
1. Key Provisions
a. By accepting these Developer Terms & Conditions, Recipient is entering into a legal agreement with GUBSE AG, with headquarter at Bahnhofstraße 26-29, Schiffweiler, Germany and all linked companies (hereafter referred to as “SIHOT”).
b. SIHOT intends to expand its business and enlarge the market of its Products. It therefore has created open APIs, to enable integration partners to connect their solution with SIHOT and retrieve data from any of the Products.
c. Recipient of these Developer Terms & Conditions (hereafter referred to as “Terms & Conditions”) is a person or a company that intends to access the SIHOT APIs (hereafter referred to as “Partner”). If Recipient is an individual representing an entity, Recipient acknowledges that he/she has the appropriate authority to accept these Terms & Conditions on behalf of such entity. d. The purpose of these Terms & Conditions is to set out the roles and responsibilities of both SIHOT and Partner during the length of this Cooperation.
a. Product or Products: one or multiple products developed and owned by SIHOT.
b. Recipient: person or company who has received these Terms & Conditions.
c. Terms & Conditions: this document, which sets out the roles and responsibilities of both SIHOT and Partner during the length of this Cooperation.
d. Cooperation: the partnership between SIHOT and Partner during the length and under the terms of these Terms & Conditions.
e. Data: any data or content accessed via any of the SIHOT APIs and Test Environment.
f. Customer: the authorized actual user of Products.
g. Customer Data: any data that is stored in a SIHOT Customer account.
h. Login Credentials: it means any passwords, keys, tokens, or other access credentials that allows Partner to access SIHOT APIs or Data.
i. SIHOT Platform: all SIHOT products and services.
j. Solution: partner’s software application, website, website asset, product, service, software module, template, connected service, integration, and/or anything you create using the SIHOT APIs and/or Test Environment.
k. Partner: the person or entity who accepted these Terms & Conditions.
l. Content: any content related to the Partner, including the Partner’s information, trademarks, descriptions or images of the Products
3. General conditions of use of SIHOT APIs & Test Environment
a. When using the SIHOT APIs and Test Environment, Partner must comply with the technical documentation and usage guidelines provided by SIHOT.
b. Subject to these Terms & Conditions, SIHOT grants Partner a non-exclusive, non-transferable, revocable right, non-sublicensable license, to access the SIHOT APIs and Test Environment.
c. SIHOT does not acquire any ownership in Partner’s Solution, and by being granted access to the SIHOT APIs, and Test Environment, Partner does not acquire ownership of any rights in SIHOTs APIs, Customer Data, Data, or in the SIHOT trademarks, products and services.
d. Partner must comply with all applicable laws (including laws regarding the import or export of data or software, privacy, and local regulations). Partners' solution should also require its users and customers to comply with applicable laws and regulations.
e. SIHOT may set and enforce limits on the APIs or the access to the APIs at SIHOT’s discretion. SIHOT will do its best to inform Partner prior to making these changes, however, SIHOT may not always be able to do so.
f. Partner will not attempt to bypass the limitations provided by SIHOT.
g. Partner will not engage in any deceptive, misleading, illegal, or unethical activities, or activities that otherwise may be detrimental to SIHOT or our Customers.
h. Partner will not collect, store, or share SIHOT login credentials, including passwords. Partner will refrain from copying, reformatting, reverse-engineering, or otherwise modifying the SIHOT APIs or any of SIHOTs products or services.
i. Partner’s Solution must not recreate a core functionality of, or replace, any SIHOT product or service. However, both parties are permitted to independently develop, sell, and market products and services that are similar to the other party’s products and services.
j. Partner must not store any Data or Customer Data other than for reasonable and lawful periods in order to provide Partner’s Solution.
k. Partner will not aggregate retrieved Data with third-party data or content in such a way that this Data cannot be attributed to SIHOT.
4. Customers Permission
a. Each Customer must express permission to Partner before Partner can access their SIHOT Accounts or Customer Data. Partner agrees only to retrieve or access Customer Data to the extent permitted by the Customer which is agreed in an agreement between Partner and the Customer that covers what information Partner collects and how it will be used, stored, processed and protected.
b. In case Partner plans to share Customer Data with third parties, the agreement named in Clause 5.a must also include express permission from the Customer to share their data with any third parties.
c. Data and Customer Data accessible through the SIHOT APIs may be subject to intellectual property rights, and, if so, Partner may not use it unless Partner is licensed to do so by the owner or are otherwise permitted by law. In case Partner submits any content via the SIHOT APIs, Partner gives SIHOT a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to use that content via the SIHOT APIs to any reasonable extent.
5. Security and Protection
a. Partner will always use and have in place, appropriate administrative, physical, and technical security measures that meet or exceed industry standards. Partner and Partner’s activities must also always be compliant with applicable laws and regulations (including data security and privacy laws and regulations).
b. Partner’s security measures are designed to prevent unauthorized access, use, processing, storage, destruction, loss, alteration, disclosure of personal data, Data and Customer Data. Partner will keep all login credentials issued by SIHOT to Partner confidential and must not make them publicly available or disclose them to third parties. Partner will work with SIHOT to immediately correct any security deficiency or risk and will immediately disconnect any intrusions or intruders. If Partners’ Solution experiences a security deficiency or intrusion, Partner will coordinate with SIHOT on any public statements before publication.
6. Deleting Data
a. In case a Customer ends their cooperation with Partner or places an official request to Partner or SIHOT to delete their Data, Partner must promptly delete all their Data and Customer Data, including all tokens, in accordance with applicable law.
b. In case SIHOT terminates Partner’s access to the SIHOT APIs, Partner must immediately delete all Data and Customer Data, except when doing so would cause you to violate any law, your agreements with a Customer, or an obligation imposed by a governmental authority.
a. Partner agrees that SIHOT may monitor the Partners use of the SIHOT APIs to ensure quality, security, improvement of SIHOT or Partners products and services.
b. Partner agrees to assist SIHOT with this monitoring by providing information about Partners’ Solution, data security and protection practices, and storage of Data, which may also include access to Partner’ Solution and other materials related to Partners use of the SIHOT APIs.
c. If Partner does not demonstrate full willingness in assisting SIHOT with monitoring, or if SIHOT finds anything disturbing during monitoring, SIHOT may restrict or terminate Partner’s access to the SIHOT APIs with or without notice to the Partner.
SIHOT reserves the right to do any of the following with or without notice:
a. Charge fees for access to any of the SIHOT APIs.
b. Offer or cease to offer technical support to Partner.
c. Modify the SIHOT APIs and require Partner to use the latest versions.
d. Require Partner to use the SIHOT APIs in a different manner.
e. Remove Partners access to the SIHOT APIs at SIHOT sole discretion.
f. In case SIHOT concludes that the Partners use of the SIHOT APIs and/or Test Environment is against the interests of SIHOT or its Customers, SIHOT reserves the right to deactivate any Login Credentials you have obtained from SIHOT, block Partners IP address, or otherwise prevent Partner to use or access the SIHOT APIs and Test Environment.
a. By providing materials to SIHOT during the application or the certification, Partner grants SIHOT all necessary rights to distribute these materials, including screenshots, video, or other content from Partners’ Solution, as well as to use Partners company or product names and logos, in order to promote, market, and demonstrate Partners’ Solution on the SIHOT website, newsletters and any other promotional communication channel. SIHOT will not acquire any interest, right, or title in any of Partners trademarks, copyrights, or content, and all associated goodwill shall be and stay with Partner.
b. During the term of these Terms, Partner may use the SIHOT trademarks. Partner agrees to:
i. conduct its marketing and sales activities in a manner that reflects favorably at all times on the Products and the good name, goodwill and reputation of SIHOT;
ii. avoid deceptive, misleading or unethical practices that are or might be detrimental to SIHOT or any SIHOT Customer;
iii. make no representations, warranties or guarantees, whether express or implied, to current or prospective SIHOT Customers or others with respect to the Products other than those stated in writing in material provided by SIHOT to Partner;
iv. not publish or use any written or printed materials about the Products not provided by SIHOT without SIHOT’s prior written consent;
v. pay its own costs and expenses for its marketing activities.
10. SIHOT Integration Finder
a. SIHOT Integration Finder is a webpage owned by SIHOT where Partner can advertise its Products. By providing Content to SIHOT, the Partner agrees to advertise its Products on the Integration Finder and to be bound by these Terms and Conditions.
b. The necessary requirement to join the Integration Finder, is that Partner joins one of the SIHOT Integration Programs.
c. By submitting the Content, the Partner grants SIHOT the right to display the provided information on the Integration Finder. SIHOT owns the right of building the Partner profile, using the Content provided by Partner.
d. Partner will be responsible of keeping the content precise and updated. If Partner wishes to apply any modification to its profile on the Integration Finder, he can address his request to the email firstname.lastname@example.org.
e. The content provided by the Partner must not be discriminatory, offensive, violent, defamatory, false, illegal, or inappropriate. In any case SIHOT will be responsible of the content provided by Partners. Partner has the responsibility to make sure that the content is not infringing any third party’s rights.
f. SIHOT reserves the right to change or remove the Partner profile from the Integration Finder without previous notice to the Partner. If the Partner wants his profile to be removed from the Integration Finder, he must notify SIHOT in writing. SIHOT will then proceed to remove the profile accordingly, within two weeks’ time.
11. Intellectual Property Rights
a Partner acknowledges and agrees that SIHOT owns all rights, title and interest in and to the Products and any documentation, training materials, designs, discoveries, feedback, inventions, know-how, techniques, fixes, patches, workarounds, upgrades, updates, customizations, modifications, enhancements or derivative works of the Service (collectively the “Intellectual Property”). Partner is granted no title or ownership rights in any Intellectual Property Rights in and to any of the Products. Partner shall not remove, alter, or cover any copyright notices or other proprietary rights notices placed or embedded by SIHOT on or in any of the Products.
b. Partner shall not, and shall not authorize or assist any third party to, (i) reverse engineer, disassemble, or decompile any of the Products or otherwise derive or attempt to derive the source code for any of the Products, except as otherwise expressly permitted by applicable law that may not lawfully be excluded by agreement between the parties; (ii) frame, mirror or make unauthorized copies of the Products; or (iii) use the Products for the benefit of the Partner, or to support any third party.
Partner agrees to indemnify and hold SIHOT harmless from and against all third-party claims arising out of acts or omissions of Partner or its employees or any default under any provision, breach of any warranty or representation or failure to perform or breach of any obligation in these Terms & Conditions.
13. Confidential Information
a. “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, and it is not limited to, each party’s product plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know‐how.
b. Partner must keep a disclosure confidential using the same degree of care that it exercises with respect to its own information of like importance but in no event less than reasonable care, and may use it only for the purposes for which it was provided under these Terms & Conditions. Confidential Information may be disclosed only to employees, contractors and third-party providers performing services in furtherance of these Terms & Conditions that are obligated to the Recipient under similar confidentiality restrictions and only for the purposes for which it was provided under these Terms & Conditions.
c. These obligations do not apply to information which: (i) is rightfully obtained by the Recipient without breach of any obligation to maintain its confidentiality; (ii) is or becomes known to the public through no act or omission of the Recipient; (iii) the Recipient develops independently without using Confidential Information of the other party; or (iv) is disclosed in response to a valid court or governmental order, if the Recipient has given the other party prior written notice and provides reasonable assistance so as to afford it the opportunity to object. The disclosing party is entitled to appropriate injunctive relief in the event of any unauthorized disclosure or use of its Confidential Information by the receiving party.
d. Exchange of information under this Agreement, whether Confidential Information or not, does not convey a license, implied or otherwise, under any patent, copyright, trademark or trade secret in which either party has an interest.
e. The obligations of the parties as well as the trade secrets of the Disclosing Party pursuant to this Section 6, shall survive the termination of the Cooperation or expiration of these Terms & Conditions indefinitely.
a. These Terms will apply for as long as Partner uses or has access to the SIHOT APIs and Test Environment or until the cooperation between SIHOT and Partner is terminated. Partner can terminate the cooperation at any time by providing a written termination to email@example.com.
b. In case partner or SIHOT terminates the Cooperation, Partner agrees to stop using the SIHOT APIs and Test Environment and to cease all use of SIHOT materials. Also, Partner agrees to delete any cached or stored Data. SIHOT may independently communicate with any Customer whose account(s) are associated with your Solution to provide notice of the termination or suspension of Partners right to access and/or use the SIHOT APIs and Test Environment.
15. Limitation of Liability
a. Indirect Damages
Neither party will be liable for any indirect, punitive, special, incidental or consequential damages arising out of this cooperation (including, without limitation, loss of business, revenue, profits, goodwill, use, data or other economic advantage) however they arise, whether in breach of contract, breach of warranty, or in tort, including negligence, and even if that party has previously been advised of, or could reasonably have foreseen, the possibility of such damages. Liability for damages will be limited and excluded, even if any exclusive remedy provided above fails of its essential purpose.
b. Direct Damages
Except for indemnification claims and breaches of a party’s confidentiality obligations herein, each party’s aggregate liability to the other for claims arising out of or relating to these Terms & Conditions, whether for breach or in tort, is limited to the amount of Commissions paid the preceding twelve-month period. Notwithstanding the foregoing, SIHOT shall have no liability to Partner whatsoever (including without limitation, for any claim for Commissions due) as a result of (i) the discontinuance, unavailability or failure of the Products (ii) the failure of SIHOT to accept any prospective Customer or any order for the Products, or (iii) any non SIHOT products or services marketed, sold or licensed by Partner.
a. Governing Law
These Terms & Conditions and any action related thereto will be governed and interpreted by and under the laws of Germany.
Any official notifications and communication from Partner to SIHOT, included but not limited to changes of ownerships, termination, etc. shall be sent to firstname.lastname@example.org. Any communication from SIHOT to Partner shall be sent to a preferred email address provided by Partner.
c. No Agency
SIHOT and Partner each acknowledge and agree that the relationship established by these Terms & Conditions is that of independent contractors, and nothing contained in these Terms & Conditions shall be construed to: (i) give either party the power to direct or control the day to day activities of the other; (ii) deem the parties to be acting as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking; or (iii) permit either party or any of either party’s officers, directors, employees, agents or representatives to create or assume any obligation on behalf of or for the account of the other party for any purpose whatsoever.
Recipient has read these Terms & Conditions and approved its contents, in witness of which they have accepted these Terms & Conditions online, by ticking the “I have read and agree to the Terms & Conditions” box on the registration form.