Johnson Controls Panoptix

JOHNSON CONTROLS, INC. API USAGE AGREEMENT

TERMS OS USE
THIS IS A LEGAL AGREEMENT ("AGREEMENT") BETWEEN YOU AND JOHNSON CONTROLS INC. ("JCI"). PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING THE "I ACCEPT" BUTTON OR TAKING ANY STEP TO ACCESS OR USE THE JCI API SET (AS DEFINED BELOW), YOU AGREE, ON BEHALF OF YOURSELF AND YOUR COMPANY, IF THE JCI API SET IS TO BE USED FOR BUSINESS PURPOSES, (COLLECTIVELY "YOU"), TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK "I DO NOT ACCEPT" AND YOU WILL NOT BE PERMITTED TO ACCESS THE JCI API SET.

1. SCOPE OF AGREEMENT. All use of the JCI application programming interfaces and JCI platform development instances (collectively, the "JCI API Set") and any documentation, code, sample data and other materials made available to you by JCI (collectively, the "JCI Content"), including any modified, updated or enhanced versions thereof, is governed by and subject to this Agreement. JCI API Set and JCI Content may collectively be referred to as the “Services”.

2. LICENSES.
a. JCI API Set and JCI Content. Subject to the terms and conditions of this Agreement, JCI grants you a non-exclusive, non-transferable, non-sublicensable, revocable, royalty free right and license to use the Services solely to develop applications to run on the JCI Panoptix™ platform ("Your Applications"). Your Applications must include and comply with the Privacy Policy and the JCI Application Development Rules for the Services, as each may be modified by JCI from time to time. If you want to commercialize Your Applications (whether you plan to license them for a license fee or free of charge), you must also enter into a JCI Commercial License Agreement.

b. JCI Trademarks. JCI grants you a non-exclusive, non-transferable, non-sublicensable, revocable, royalty free right and license to use the JCI name, logo and other brand elements that JCI makes available to you to identify the source of the JCI API Set and JCI Content in Your Applications. All use must be in accordance with the JCI's usage guidelines, as same may be modified by JCI from time to time.

c. Restrictions on Use. You will not, directly or indirectly, without the prior written approval of JCI:

i. modify, adapt, alter, translate or create derivative works from the Services;
ii. sublicense, lease, rent, loan, distribute, sell, transfer or make available the Services to any third party except as specifically permitted by the Agreement;
iii. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the JCI API Set;
iv. remove or alter any proprietary notices or marks on the JCI API Set or JCI Content;
v. use the JCI API Set to process data or provide any service bureau activity for any third party;
vi. disable, circumvent or otherwise avoid any security device, mechanism, protocol or procedure established by JCI or permit others to do so;
vii. violate any local, state, federal or foreign law, treaty, regulation or convention that applies to you in connection with your use of the JCI API Set;
viii. willfully tamper with the security of the any of the hardware, software or networks used by JCI to make the JCI API Set available via the Internet ("Systems") or tamper with any accounts;
ix. attempt to access data on the System not intended for you;
x. attempt to probe, scan or test the vulnerability of any Systems or to breach the security or authentication measures without proper authorization; willfully render any part of the Systems unusable; or
xi. enable, encourage or allow anyone to do any of the foregoing.

d. Usernames and Passwords. You will access the JCI API Set via the Internet by means of a specific account provided by JCI. You may only create one account per email address. Log-in credentials and private keys generated by the Service are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents). You will notify JCI promptly of any actual or suspected unauthorized use of your account, usernames or passwords. You are solely responsible for the protection, confidentiality and use of your username and password. In no event will JCI be liable for any loss of data or other claims to the extent the same arose from unauthorized access to your account by obtaining a username or password caused by act or omission of you or any third party other than JCI.
e. Changes. You understand and agree that the form and nature of the Services Content may change without prior notice and future versions of the JCI API Set may not be compatible with Your Applications or other applications developed on previous versions. In addition, JCI may stop providing the JCI API Set and/or JCI Content to you at JCI's sole discretion without prior notice to you.

3. TECHNICAL SUPPORT. JCI will provide you with access to its developer community, which includes a discussion forum where questions can be posted to be answered by JCI and/or other developers. Additional technical support is available for an additional fee.

4. COMMERCIALIZATION OR YOUR APPLICATION. Before Your Application can be deployed commercially (whether you plan to license it for a license fee or free of charge), it must be submitted to JCI for review to ensure that it complies with JCI's development, security and privacy policies, as same may be modified by JCI from time to time, and otherwise operates seamlessly with the JCI Panoptix™ platform. When you submit Your Applications to JCI, you must enter into the Commercial License Agreement and pay the associated fees.

5. FEES. The JCI API Set and JCI Content are provided free of charge. However, the following charges may apply:

a. technical support fee or any custom development fees to be contracted independently;
b. a 'certification' fee is to test and certify Your Application;
c. membership and other fees set forth in the Commercial License Agreement;
d. additional capacity fees.

6. INTELLECTUAL PROPERTY RIGHTS.
a. All right, title and interest, including all worldwide Intellectual Property Rights, in and to the JCI API Set and JCI Content are owned by JCI or its suppliers and/or licensors. "Intellectual Property Rights" means all rights under patent laws, copyright laws, trade secret laws, trademark laws and all other proprietary rights. All rights not expressly granted to you in this Agreement are reserved by JCI.
b. If you provide any suggestions or feedback to JCI, JCI will own all right, title, and interest in and to the suggestions and feedback, even if you have designated the suggestions or feedback as confidential. JCI will be entitled to use the suggestions or feedback without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the suggestions and feedback and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the suggestions and feedback.

7. YOUR RESPONSIBILITIES, APPLICATION, AND CONTENT.
a. You are solely responsible for the content of all data, information or communications that you create, transmit or display through the JCI API Set and/or Your Applications.

b. You are solely responsible for:
i. the technical operation of your content;
ii. compliance of your content with the Acceptable Use, Privacy and Security Policies, and the law;
iii. any claims relating to your content; and
iv. properly handling and processing notices sent to you (or any of your affiliates) by any person claiming that your content violate such person’s rights, including notices pursuant to the Digital Millennium Copyright Act.

c. You are responsible for properly configuring and using the JCI API Set and taking your own steps to maintain appropriate security, protection and backup of your content, which may include the use of encryption technology to protect your content from unauthorized access.

d. You agree that you will not use the JCI API Set to communicate any message or material that:
i. is known, or reasonably should be known, to be libelous, harmful to minors, obscene or constitutes pornography;
ii. is known, or reasonably should be known, to infringe the Intellectual Property Rights of a third party or is otherwise lawful;
iii. violates the privacy rights of any end user under any applicable federal, state or local law, statute or regulation; or
iv. would otherwise give rise to civil liability, or that constitutes or encourages conduct that constitutes a criminal offence. You are solely responsible for the collection, accuracy, quality, legality, completeness and use of data that you use in connection with the JCI API Set.

e. The following rules apply to all applications you develop to run on the JCI platform:
i. Use of Data. If Your Application retrieves a user’s data from JCI or a third party, such as a utility, you must obtain the explicit consent to use such data from JCI, the third party or the user, as applicable, and may only use such data for that limited purpose(s) for which you have received permission. Such data is referred to as “Licensed Data.” Notwithstanding anything to the contrary in your agreement with JCI, a third party or an end user, Your Application may only use Licensed Data to provide services using Your Application to the applicable end user; the Licensed Data cannot be used separately from Your Application for which the Licensed Data is provided. You shall not sublicense the Licensed Data to any third party and shall not use or disclose any information derived directly or indirectly from the Licensed Data for any purpose other than as set forth above. Without limiting the generality of the foregoing, you shall not use any part of the Licensed Data to create a database separate from Your Application or feed all or part of the Licensed Data to any third party for any use separate from Your Application.
ii. No Wrapping or Framing. Your Application cannot wrap, frame or otherwise reproduce portions of the JCI platform. iii. Compatibility. You may only develop applications using the JCI Data and JCI App set for use with the JCI Panoptix™ platform and customers. The JCI Data and JCI App set may not be used to develop applications for any other platform or use.

8. PRIVACY AND INFORMATION. JCI may collect certain usage statistics and other data from the JCI API Set. If Your Application retrieves data from the JCI API Set or JCI Panoptix™ platform, you understand and agree that the data may be protected by intellectual property rights owned by JCI or other third parties. Your use of any such data may be subject to additional terms of use as described in the “Application Commercialization Agreement”.

9. SUSPENSION
a. Suspension/Removals. If you become aware that Your Applications or content violates the Acceptable Use Policy, you will immediately suspend Your Applications or remove the applicable content. If you fail to suspend or remove as noted in the prior sentence, JCI may suspend your account or disable Your Application (as applicable) until such violation is corrected.
b. Security Issues. Despite the foregoing, if there is a security issue, then JCI may automatically suspend the offending account or application.

10. TERMINATION.
This Agreement will continue to apply until terminated by either you or JCI as set forth below. You may terminate this Agreement by ceasing to use the JCI API Set and JCI Content. JCI may terminate this Agreement, at any time, if you breach any provision of this Agreement, if you fail to access or use the API Set or JCI Content for a period of 90 days, if JCI is required by applicable law to terminate this Agreement or if JCI, in its sole discretion, decides to no longer provide the JCI API Set or JCI Content or parts thereof. All of the legal rights, obligations and liabilities set forth in this Agreement that are intended to continue indefinitely, including, without limitation Sections 2, 6, 8, 13, 14, and 15 , will not be affected by any termination of this Agreement.

11 EFFECT OF TERMINATION. Upon any termination of this Agreement, all your rights under this Agreement immediately terminate and you will immediately return or, if instructed by us, destroy all JCI Content in your possession and cease using the JCI API Set.

12. DISCLAIMER OF WARRANTIES.
THE JCI API SET AND JCI CONTENT ARE PROVIDED TO YOU "AS IS" AND AS AVAILABLE WITHOUT WARRANTY OF ANY KIND FROM JCI. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE JCI API SET AND JCI CONTENT IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER AND OTHER DEVICES AND LOSS OF DATA THAT RESULTS FROM SUCH USE. JCI AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. JCI DOES NOT WARRANT THAT USE OF THE JCI API SET WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT IT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

13. LIMITATION OF LIABILITY. YOU UNDERSTAND AND AGREE THAT NEITHER JCI NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE TO YOU UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE TO DATA, INACCURACY OF DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS OR LOSS OF GOOD WILL, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER. JCI'S AGGREGATE CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED FIFTY DOLLARS ($50.00). YOU ACKNOWLEDGE THAT JCI WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

14. INDEMNIFICATION. You will defend, indemnify and hold harmless JCI, its affiliates and their respective directors, officers, employees and agents, to the maximum extent permitted by law, from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or accruing from:
a. your use of the JCI API Set or JCI Content;
b. Your Applications that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any third party or defames any person or violates their rights of publicity or privacy; and
c. any noncompliance with or breach by you of this Agreement.


15. OTHER LEGAL TERMS.
a. Entire Agreement. This Agreement constitutes the entire agreement between you and JCI with respect to your use of the JCI API Set and JCI Content (excluding any services that JCI may provide to you under a separate written agreement) and supersedes all previous and contemporaneous agreements, understandings and arrangements with respect to the subject matter hereof, whether oral or written. Other than you and JCI, no other person or company is a third party beneficiary to this Agreement.
b. Amendment. JCI may make changes to this Agreement when it distributes new versions of the JCI API Set or JCI Content. JCI will make any new version available where the JCI API Set or JCI Content is made available.
c. Waiver. No failure by JCI to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights. A waiver or consent must be in writing signed by JCI.
d. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The invalid provision will be deemed to be restated so as to be enforceable to the maximum extent permissible under law consistent with the original intent of the invalid provision.
e. Assignment. You shall not assign any part of this Agreement without the prior written consent of JCI. Any attempted assignment by you without consent will be null and void. JCI may freely assign this Agreement.
f. Compliance With Laws. The JCI API Set and JCI Content are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You will comply with all domestic and international export laws that apply to the he JCI API Set and JCI Content.
g. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of the United States and the State of Wisconsin, without regard to its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You hereby submit to the exclusive jurisdiction of, and waive any venue objections against, the United States District Court for the District of Wisconsin and the courts of the State of Wisconsin, Milwaukee County, in any litigation arising out of or in connection with this Agreement. Notwithstanding the foregoing, JCI shall have the right at any time to seek a temporary or permanent injunction or other equitable remedy or relief in any court having subject matter jurisdiction anywhere in the world. h. Notices. All notices, consents, and approvals under this Agreement must be delivered in writing by courier, by overnight mail service, by certified or registered mail (postage prepaid and return receipt requested) or by e-mail to the other party with respect to JCI at that address set forth below and with respect to you, that address you provided to JCI during registration, and will be effective upon receipt. Either party may change its address by giving written notice of the new address to the other party.

Acceptable Use Policies Use of the JCI App Set and JCI Content is subject to this Acceptable Use Policy. You agree not to, and not to allow third parties to use the JCI App Set or JCI Content:

1. to violate, or encourage the violation of, the legal rights of others (for example, this may include infringing or misappropriating the intellectual property rights of others in violation of the Digital Millennium Copyright Act or encouraging or allowing others to do so);
2. to engage in, promote or encourage illegal activity
3. for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);
4. to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
5. to interfere with the use of the JCI App Set or JCI Content, or the equipment used to provide the same, by you;
6. to disable, interfere with or circumvent any aspect of the JCI App Set;
7. to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations (“spam”); or
8. to use the JCI App Set, or any interfaces provided with the JCI App Set, to access any other JCI product or service in a manner that violates the terms of service of such other JCI product or service.