These Freedompro API Terms of Service (the "Terms") are a binding legal agreement between the user and Freedompro S.r.l. (C.F. e P.IVA: 08191460966 – Certified e-mail address: firstname.lastname@example.org ) with registered office in Italy, Corso Porta Romana 63 - 20122 Milano ("Freedompro", "us", "our" or "we"), regarding your use of the Freedompro API Service, the Freedompro Code and the API Content made available by publication and your connection to Freedompro Products through an Application or Hardware (capitalized terms are defined below). Please read these Terms carefully. We may change these Terms on a going-forward basis at any time through publication on (https://api.freedompro.eu/apidocs/). The modifications are effective in the moment of use of the Services and after the publication of these modified Terms. For the avoidance of doubt, disputes arising under these Terms will be resolved in accordance with the Terms in effect at the time the dispute arose.
1.1. "Application" means a software application developed by or for you that incorporates the Freedompro API Service or makes use of the Freedompro Code.
1.2 “Effective Date” means the date on which you accept these Terms.
1.3. “End User" means an end user of both the Freedompro products and Application or Hardware that wishes to interact with the Freedompro Products using the Application or Hardware.
1.4. "Hardware" means a device developed by you or for you that includes software that incorporates the Freedompro API Service or makes use of the Freedompro Code.
1.5. "Freedompro API Service" means: (a) the use of the Freedompro Protocols to communicate with the Freedompro Products; and (b) the application programming interface provided or made available by Freedompro with which these Terms or a link to these Terms is displayed.
1.6. "Freedompro Code" means, collectively, the Redistributable Code and Sample Code.
1.7. "Freedompro Credentials" means any Freedompro API Service identification code, application key, or other credentials provided to the user by or on behalf of Freedompro.
1.8. "Freedompro Content" means any information, data, attributes, or other content obtained from the Freedompro Products through Freedompro API Service.
1.9. "Freedompro Products" means Freedompro proprietary “smart home” systems, including specifications, controls and all product-related information, compilations of data (as well as the underlying data) and documentation regarding Freedompro designs, specifications and protocols.
1.10. "Freedompro Protocols" means a series of messaging instructions that are used to control and obtain the state of Freedompro Products over the Internet using HTTP (Hypertext Transfer Protocol) Protocol.
1.11. "Intellectual Property Rights'' means all world wide rights in, arising out of, or associated with: published and unpublished works of authorship, including compilations, databases, derivative works, maskworks and software (including source code and object code) and all copyrights and all other rights corresponding thereto, including moral rights; inventions and discoveries, including all italian and international and corresponding registrations and applications therefor and all reissues, divisionals, re-examinations, corrections, renewals, extensions, provisionals, continuations and continuations-in-part thereof; trademarks, service marks, internet domain names, URLs and other designations of origin, including all trademark and service mark registrations and applications therefor and all goodwill associated therewith throughout the world; and trade secrets, know-how and confidential or proprietary information, including algorithms, customer and supplier lists, formulas, know-how, methods, processes, programs, prototypes, systems and techniques, including all trade secrets and other rights in know-how; and the right to sue for past, present or future infringement of any of the foregoing.
1.12. "API Content" means any Freedompro API Content that is made available through publication on Freedompro website.
1.13. "Redistributable Code" means any software in object code format, such as a software development kit (SDK), that, if provided or made available by Freedompro, is regulated under these Terms.
1.14. "Sample Code" means any software in source code format provided or made available by Freedompro under these Terms.
1.15. "Service" means, collectively or disingenuously, use of the Freedompro API Service, the Freedompro Code, the Freedompro Content published, the content eventually under licence and Freedompro Products.
- API DOCUMENTATION: PUBLICATION AND RESTRICTIONS
2.1. Publication. Subject to the terms and conditions of these Terms, Freedompro grants to the user a personal, non exclusive, nonsublicenseable and nontransferable use for:
- a. permit Applications or Hardware to make calls on the Freedompro API Service;
- b. use, reproduce, distribute and publicly display API Content published to use Applications or Hardware via Freedompro API Service for the benefit of End Users;
- c. solely to the extent Freedompro provides you with Freedompro Code:
(i) reproduce and internally modify the Sample Code solely as a component of the Application or Hardware;
(ii) reproduce the Redistributable Code solely as a component of the Application or Hardware; and
(iii) distribute the Sample Code and Redistributable Code.
2.2 Restrictions. The information published and made available to the user in these Terms do not include any right and the user will not: use the Freedompro API Service in any software other than your Applications or Hardware; aggregate any Freedompro Content to create databases or other compilations of Freedompro Content; share any Freedompro Credentials; sell, lease, loan, provide, distribute or otherwise transfer any portion of the Freedompro API Service or any of Freedompro Content to any third party except for the limited right to distribute the Sample Code and Redistributable Code and use the API Content made available through publication as expressly set forth in Section 2.1 for the benefit of End Users; reverse engineer, disassemble, decompile or otherwise attempt to gain access to the source code of the Freedompro API Service or the Freedompro Products except the Sample Code and except to the extent permitted by applicable law (and, in which case, you are solely responsible for the products of any reverse engineering, disassembling, decompiling or access to the source code); except to your employees and contractors who are required to use the Freedompro API Service in order for you to develop the Application or Hardware for use with the Freedompro Products and except for the limited right to distribute the Sample Code and Redistributable Code as expressly set forth in Section 2.1; remove, alter or cover any copyright notices or other proprietary rights notices placed or embedded on or in any part of the Freedompro API Service or any Freedompro Content; use the Freedompro API Service to create or develop any command set, application or other application programming interface or software (including without limitation the Application or Hardware) that can be used with any service or product other than the Freedompro Products; create or develop any Application or other software (including the Application or Hardware) that exposes or discloses the Freedompro API Service to users of the Application or Hardware; interfere with the normal operation of the Freedompro API Service; release or otherwise commercially distribute to third parties any Application or Hardware that is not fully compatible with the Freedompro API Service; disable or circumvent any security features of the Freedompro Products; or cause or permit any third party to do any of the foregoing.
2.4. Availability of the Freedompro Products; Support. Freedompro will use its commercially reasonable efforts to make the Service available at all times, other than: periods of planned maintenance work conducted by Freedompro (and Freedompro will use commercially reasonable efforts to provide you advanced notice of such downtime); performance issues caused by factors beyond Freedompro’s control; or performance issues that result from any of your actions or omissions.
2.5. No Right To Use Images or Product Descriptions. The Freedompro Content may include images or descriptions of Freedompro products or URLs that link to third party websites containing images or descriptions of Freedompro products. The User accepts and acknowledges that he/she can use such images, included, if there are any, Freedompro logos or other trademarks, only with written authorization by Freedompro.
The User’s right to use any Freedompro content, logos, images or other intellectual Property Rights may be revoked at any time by Freedompro. The use of any images or descriptions of Freedompro products contained in or linked to by the Service is the sole responsibility of the User and subjected to applicable laws.
2.6. No Warranties. It is not allowed to make any representation or any express or implied warranty to third parties (including to any end users of your Application or Hardware) on behalf of Freedompro.
2.7. Feedback. If you provide any feedback to Freedompro concerning the functionalities or performances of the Service (including identifying potential errors and improvements), you hereby assign to Freedompro all right, title and interest in and to the feedback, and Freedompro is free to use the feedback without payment or restriction.
2.8. Reservation of Rights. All rights not expressly granted to you in these Terms are reserved to Freedompro. No additional rights whatsoever (including, any implied licenses) are granted to you by implication, estoppel or otherwise.
2.9. Ownership of Freedompro Products. You agree and acknowledge that the Service, including all Intellectual Property Rights in any of the foregoing, is the sole and exclusive property of Freedompro and its licensors, and you hereby assign to Freedompro any rights which you may have in or to any of the Service. The User will not limit or impair Freedompro, its affiliates and their respective customers in any way from developing, using, licensing, distributing, modifying or otherwise exploiting the Service. You agree that the Service includes significant originality and creative authorship in the selection, organization, processing and presentation of the information comprising the Service and that the Service includes material and/or an organization of material which is subjected to national and international copyright protection. You agree and acknowledge that data or information compilations are protected under the statutes of certain jurisdictions and that Service constitutes, in part, such a compilation of data and information.
2.10. Confidentiality. You will maintain the confidentiality of and not disclose to any third party: these Terms, all non-public information disclosed by Freedompro to the User pursuant to these terms, and all Feedback, all Freedompro API Service and Freedompro products performance data and all other information obtained through use or access to the Service.
- UPDATES AND SUPPORT
3.1. Updates. Freedompro may, in its sole discretion, provide to you replacements, updates, modifications or bug fixes to the Freedompro Code ("Updated Freedompro Code"). Each Updated Freedompro Code will be deemed part of the Freedompro Code and subject to the terms and conditions of these Terms. Modified or merged portions of the Sample Code or Redistributable Code will be deemed part of the Sample Code or Redistributable Code, as applicable, and subject to the terms and conditions of these Terms. The User will ensure that, prior to commercially using or releasing any Application or Hardware, each Application or Hardware, as applicable, will be fully compatible with the most recent Updated Freedompro Code, id any.
- TERM AND VALIDITY
4.1. Term. The term of these Terms will commence on the date of the publication and continue in effect for all the time the User will use the Products and Services here described or there will be a new publication of them.
4.2. Freedompro may terminate these Terms immediately, upon written notice, if the User is in breach of Section 2 or is identified by Freedompro as a competitor of Freedompro; or immediately, if you assert any claim of patent infringement against Freedompro based on patents reading on any portion of the Service.
4.3 Effect of Termination. Upon termination of these terms for any reason Sections 2 (except for Section 2.1 and 2.4), 4, 5 and 6 and 7 will survive any termination of these Terms.
You will defend, indemnify and hold Freedompro harmless from and against any harms, expenses, damages and losses (“Losses”) arising out of or in connection with any third party related to your use of the Service, the Application or Hardware, or breach of these Terms.
- LIMITATIONS OF LIABILITY
6.1. DISCLAIMER OF WARRANTIES. THE SERVICE AND ALL INTELLECTUAL PROPERTY RIGHTS MADE AVAILABLE BY FREEDOMPRO THROUGH PUBLICATION, UNDER OR IN CONNECTION WITH THESE TERMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. FREEDOMPRO EXPRESSLY DISCLAIMS ALL WARRANTIES, DUTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICE (WHETHER USED BY YOU, YOUR AFFILIATES OR ANY YOUR THIRD PARTY SERVICE PROVIDERS) AND RELATED INTELLECTUAL PROPERTY RIGHTS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.
6.2. LIMITATION OF LIABILITY. NEITHER FREEDOMPRO NOR ITS LICENSORS WILL BE LIABLE TO THE USER OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES ARISING FROM OR OTHERWISE RELATED TO THESE TERMS, EVEN IF FREEDOMPRO OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
7.1. No Partnership, Joint Venture or Franchise. These Terms will not be construed as creating a partnership, joint venture or agency relationship or as granting a franchise. The parties are performing their obligations under these Terms as independent contractors.
7.2. Export. The Freedompro Code may be subjected to National and/or international laws about control of export or import. You must comply strictly with all such regulations that are now or later in effect and acknowledge that you have the responsibility to obtain licenses to export, reexport or import the Freedompro Code or your Applications or Hardware.
7.3. Governing Law and Competent Court. These Terms and their interpretations are regulated exclusively by italian law. Any dispute and/or claim arising out of or in connection with these Terms will be regulated exclusively by italian law. Competent to decide will be, exclusively, the Milano (Italia) Court. This is, of course, without prejudice to any rights reserved to certain types of people by mandatory rules of law in the country of destination.
7.4. Equitable relief. You agree and acknowledge that any breach or threatened breach of these Terms by you would cause irreparable harm to Freedompro and, in addition to any other remedies at law or in equity that Freedompro may have, Freedompro is entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance.
7.5. Assignability. You may not assign your rights, duties or obligations under these Terms without the Freedompro’s prior written consent, which consent will not be unreasonably withheld. Freedompro may assign these Terms without your consent to a successor (including a successor by way of merger, acquisition, sale of assets or operation of law) if the successor agrees to assume and fulfill all of Freedompro’s obligations under these Terms. For the purposes of this Section 7.5, the term "assignment" is deemed to include any direct or indirect transfer of these Terms to another entity by way of merger, reorganization, consolidation or sale of all or substantially all of the party’s assets or equity securities in one transaction or a series of related transactions. Any assignment in violation of this Section 7.5 is null and void.
7.6. Notices. Any notice required or permitted to be given in accordance with these Terms will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested. Notices to you may be sent to the address you provide to Freedompro when you accept these terms. Notices Freedompro may be sent to the following address:
Corso Porta Romana 63
Freedompro S.r.l. may change its address for receipt of notice through Publication on its own website. Notices are deemed given on the date of reception, attested by the acknowledgement of receipt or from the moment of arrival of the receipt of delivery of the pec if sent through certified e-mail.
7.7. Force Majeure. Neither party will be liable for or be considered to be in breach of or default under these Terms on account of any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.
7.8. Waiver. The waiver by either party of any breach of any provision of these Terms does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.
7.9. Construction. If any part of these Terms is found to be illegal, unenforceable or invalid, the remaining portions of these Terms will remain in full force and effect. If any limitation or restriction on the grant of any license to the User under these Terms is found to be illegal, unenforceable or invalid, the licence will immediately terminate. Failure by a party to enforce any provision of these Terms will not be deemed a waiver of future enforcement of that or any other provision.
7.10. Interpretation. You have had an equal opportunity to review and accept or reject these Terms. No ambiguity will be construed against any party based upon a claim that that party drafted the ambiguous language. The headings appearing at the beginning of several sections contained in these Terms have been inserted for identification and reference purposes only and must not be used to construe or interpret these Terms. Whenever required by context, a singular number will include the plural, the plural number will include the singular and the gender of any pronoun will include all genders. Any reference to any agreement, document or instrument will mean such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the term thereof. Whenever the words “include”, “includes” or “including” are used in these Terms, they will be deemed to be followed by the words “without limitation”. Whenever the words "hereunder", "hereof", "hereto" and words of similar import are used in these Terms, they will be deemed references to these Terms as whole and not to any particular Article, Section or other provision hereof. The word "or" is used in the inclusive sense of “and/or”. The terms “or, “any” and “either” are not exclusive.
- 7.11. Entire Agreement. These Terms are the final and complete expression of the agreement between these parties regarding the subject matter of these Terms. These Terms supersede and the terms of these Terms govern, all previous oral and written communications regarding these matters, all of which are merged into these Terms. Except as expressly provided in the preamble of these Terms, these Terms may not be modified except by a written agreement dated subsequent to the date of these Terms and signed on behalf of the User and Freedompro by their respective duly authorized representatives.