API Terms

Version: 1.0
Last Updated: October 11, 2017


PLEASE READ CAREFULLY THE FOLLOWING API TERMS. IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. BY CLICKING ON THE «ACCEPT» BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND BECOMING A PARTY TO THIS API LICENSE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE «DO NOT ACCEPT» BUTTON OR LEAVE THE WEBSITE.

Thank you for using the Endress+Hauser Application Programming Interface (API). «Endress+Hauser» means Endress+Hauser Process Solutions AG, located at Christoph Merian-Ring 12, CH-4153 Reinach/BL (Switzerland) and its subsidiaries or affiliates involved in providing the API. «Endress+Hauser» hereinafter is also referred to as «we», «us» or «our». The term «you» shall mean «you» or the entity you represent.

By using the API, you agree to abide by these IIoT-Hub (Hub) API Terms of Use (hereinafter the «API Terms» or «API License») and all guidelines or other documentation provided by Endress+Hauser for use in connection with the API (e.g. the API Documentation) as well as the → Endress+Hauser Terms of Service. Unless expressly stated otherwise, in the event of any inconsistency between these API Terms and the Terms of Service, these API Terms shall prevail.

If you are accepting these API Terms on behalf of a company or other legal entity, you confirm that you have the legal authority to bind such an entity to these API Terms, in which case «you» or «your» as used herein shall mean such an entity.

Registration

Use of API requires your registration. According to the applicable → Terms of Service you must provide accurate and complete registration information any time you register to use an API key. It is prohibited to attempt to cover or conceal your identity or your application’s identity when requesting authorization to use the API.

License Grants, License Restrictions, License Obligations

API License Grant

The API License is a «time-based License» meaning a license class under which you purchase Usage Rights to utilize the API for a specified period of time, e.g. a subscription term over a 12 month period. «Subscription Term» means the duration of the API license subscription identified in the applicable order form, meaning agreement between you and Endress+Hauser on the API, referencing the present API Terms including the Initial (Subscription) Term and all Renewal Terms.

Subject to your compliance with these API Terms, we grant you a time-based, non-exclusive, revocable, non-transferable and non-sublicensable license to:

  1. Access and use the API to create, read, update and delete content from the IIoT-Hub subject to the permissions of the relevant user account.
  2. Display the content on your website, application, service or native application for mobile devices («Your Application»).
  3. Use the API or content to develop, test, and support your application, and to distribute your application to end users and to allow such end users to access your integration of the API within your application.

By using our API you accept such a License Grant within the bounds of these API Terms. By using our API, you do not acquire ownership of any rights in our API or the content that is accessed through our API. Endress+Hauser does not acquire any ownership of any intellectual property rights in the content that you submit to our API, except as expressly provided in the Terms. Any use of Content is subject to → Terms of Service.

Endress+Hauser Trademark

Subject to your compliance with these API Terms, in particular with your obligation to attribute to Endress+Hauser according to Section «Attribution to Endress+Hauser» herein, we grant you a non-exclusive, revocable, non-transferable and non-sublicensable license to reproduce and display the Endress+Hauser name and logo solely to promote or advertise your integration of the API in your application. You must use only official, current Endress+Hauser logos provided to you by Endress+Hauser and may not make changes, alterations or modifications. Any such use must be in accordance with the → Endress+Hauser Trademark Guidelines

Compliance with Law, Regulations and Third Party Rights

By using the API you have to comply with all applicable laws, regulations and applicable third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). In addition to this you need to satisfy Endress+Hauser’s Terms and Policies (→ Terms of Service, Privacy Policy and Endress+Hauser Trademark Guidelines)

Your Trademark

You agree that Endress+Hauser, at its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the API. Any such use must be consistent with Endress+Hauser branding.

Prohibitions on Content

In having the possibility to access to user content through the API you shall be subject to the following restrictions regarding the misuse of the content, information about users using the service and Endress+Hauser as company and trademark. You shall not:

  1. Sell, rent, lease, share, transfer, assign, or sublicense any user content or other information or data obtained through the API, directly or indirectly, to or with any third party, including any data broker, ad network, ad exchange, or other advertising or monetization-related party.
  2. Request or publish information impersonating a Hub user, misrepresent any user or other third party in requesting or publishing information.
  3. Display Endress+Hauser marks or user content in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and Endress+Hauser, other than your permitted use of the API under the terms of this API Agreement.
  4. Display the user content on any site that disparages Endress+Hauser or its products or services, or infringes any Endress+Hauser intellectual property or other rights.
  5. Use the user content in any advertisements or for purposes of targeting advertisements (no matter whether such advertisements appear in your application or elsewhere).

Prohibitions on the API

By using the API you shall be subject to the following restrictions regarding use, license, or modification of the API. You shall not:

  1. Copy, sell, rent, lease, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly requested under applicable statutory law), modify or alter any part of the API.
  2. Use the API for any activities where the use or failure of the APIs could lead to death, personal injury or environmental damage (such as the operation of a process plant).
  3. Use the API for any application that constitutes, promotes or is used primarily for the purpose of dealing in: a. Spyware or any other malicious programs or code. b. Activities that violate any law, regulation or any rights of any person, including but not limited to intellectual property rights. c. Activities that, in Endress+Hauser’s sole judgment, are offensive or might harm Endress+Hauser’s business or its reputation.

API Monitoring

The API is designed to help you enhance your websites and applications («API Client(s)»). You agree that Endress+Hauser may monitor use of the API to ensure quality, improve Endress+Hauser products and services and verify your compliance with the API Terms. You will not interfere with this monitoring. Endress+Hauser may use any technical means to overcome such interference.

Third Party Software License

Endress+Hauser products may incorporate third party software (other than from Endress+Hauser affiliated companies), including open source software. Any 3rd party software and the 3rd party provider will be identified in our software product or related documentation. Notwithstanding the foregoing, the use of third party materials included in the Software may be subject to other terms and conditions, which will become a supplementary part to the API License Terms.

The official copyright notices and specific license conditions of third party software codes and algorithms may to be found in the copyright notice of the respective third party software. The 3rd party copyright notice may be found on the 3rd party website, on the provided Endress+Hauser software data medium or as an attachment to the Endress+Hauser Terms and Conditions. Applicable specific conditions related to e.g. certain open source software are made available by Endress+Hauser in our software product or related documentation.

Your Application

General Obligations

When providing your App by utilizing the API to your end user you shall ensure that the App is provided in a contractually appropriate frame. You shall implement measures for your users that comply with Endress+Hauser standards and the contracts we give to our users within the API Terms as follows:

  1. Provide users with clear and readily accessible information regarding how you collect, use, store and disclose their data.
  2. Obtain the explicit consent of the user before collecting, analyzing, sharing or publishing any user content obtained through the API on a user’s behalf. Mere authorization of your application by the user does not constitute consent.
  3. Comply with any requirements or restrictions imposed on the usage of user content by the owner of such content. Although the API can be used to provide you with access to user content, neither Endress+Hauser’s provision of the API to you nor your use of the API overrides any requirements or restrictions placed on such user content by the user.
  4. Require your end users to comply with (and not knowingly enable them to violate) applicable laws, regulations and the Terms.
  5. Obtain the consent of a user prior to deleting or destroying any of the content associated with their account.
  6. Enable your users to export their equivalent data to other sources or applications of their choice in a way that’s substantially as fast and easy as exporting such data from Endress+Hauser products and services.
  7. Implement appropriate information security measures to protect customer data from external access, deletion or manipulation.

You (and Your App)

To protect the functionality of the API and Endress+Hauser against 3rd Party Claims you and your App shall not:

  1. Access, store, or share private user content or passwords.
  2. Mine, build databases or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header
  3. Make requests that exceed our rate limits or use the API in a manner that impacts the stability of servers or impacts the behavior of other applications using the API.
  4. Try to find or use known vulnerabilities, bugs or bypasses to harm Endress+Hauser, the API itself, the Hub application or any other application or service connected to this API.
  5. Create or disclose metrics about or perform any statistical analysis of the API.
  6. Install or use the API for any other purpose than that for which it is intended without Endress+Hauser’s prior written consent.

Attribution to Endress+Hauser

You have to provide attribution to Endress+Hauser as the source of data in accordance with the following guidelines:

  1. Display an Endress+Hauser mark so it is clear to the user that the data originate from Endress+Hauser.
  2. Link the logo in such an Endress+Hauser mark to https://www.netilion.endress.com.
  3. Do not use the option «no follow» on your links to Endress+Hauser pages and content. All links back to Endress+Hauser should be followable.

Section «Endress+Hauser Trademark» shall remain unaffected.

Security

You shall use commercially reasonable efforts to protect user information collected via the API, including personally identifiable information, from unauthorized access or use and shall promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.

You agree to take appropriate security measures; for example the use of firewalls, virus scanners, etc.; to hold the API free from harm and prevent damage or cut backs to the API itself, user content or other users utilizing the API.

Feedback

You may choose to or we may invite you to submit comments or ideas about the API, including without limitation ideas about how to improve the API, Endress+Hauser Services or our products («Ideas»). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Endress+Hauser under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

Usage Limitations

Endress+Hauser may limit the maximum user content that may be accessed, the rate at which such user content may be accessed and/or the number of network calls that your application may make via the API. Endress+Hauser may change such usage limits at any time, and/or may utilize technical measures to prevent over-usage and/or stop usage of the API by an application after any usage limitations are exceeded.

Fees for Use of the Endress+Hauser API

Free and Paid Use

Subject to the Terms, the Endress+Hauser API is provided to you at a charge. The pricing for the use of resources accessed via the API can be found at https://www.netilion.endress.com (or such URL as Endress+Hauser may provide). The payment obligations are non-cancelable and the fees paid are non-refundable.

Please note for access and use of Endress+Hauser Services additional fees may apply, subject to → Term of Service.

Payment

For all purchased resources, we will charge your credit card or invoice on a monthly basis or at the interval indicated in the Endress+Hauser’s fees and payment policies, if different. Charges are solely based on Endress+Hauser's measurements of your use of the Endress+Hauser API, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Endress+Hauser. Nothing in these Terms obligates Endress+Hauser to extend credit to any party.

Overdue Charges

If any invoiced amount is not received by us by the due date, then without limiting our rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month. Endress+Hauser reserves the right to claim for further damages.

Suspension

Endress+Hauser reserves the right to discontinue the provision of the Endress+Hauser API to you for any late payments with prior notice to you of at least 30 (thirty) days.

Taxes

Our fees include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, «Taxes»).

Sharing of Payment Information

Endress+Hauser uses a Payment Service Provider (the «PSP»). You acknowledge and agree that any credit card and related billing and payment information that you provide to Endress+Hauser’s PSP may be shared by this PSP with other companies who work on the PSP’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Endress+Hauser and servicing your account. Endress+Hauser may also provide information in response to a valid legal process, such as subpoenas, search warrants and court orders or to establish or exercise its legal rights or defend against legal claims. Endress+Hauser shall not be liable for any use or disclosure of such information by such third parties.

Change of Payment Conditions

Endress+Hauser may change its fees and payment policies for the Endress+Hauser API by notifying you at least thirty (30) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or other such URLs Endress+Hauser may provide in future). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.

Modification of API

Endress+Hauser is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the API which Endress+Hauser provides may be subject to minor changes from time to time without prior notice to you. Substantial changes to the form and nature of the Endress+Hauser Services will be notified within 4 (four) weeks before they become active. Examples of changes to the form and nature of the API include without limitation changes to fee and payment policies, added functionality and other enhancements. In the case of incompatible changes a new version of the API will be provided whilst further providing the old version of the API for at least one year. During this period the outdated version will receive just maintenance and bug fixing updates.

Limited Warranties

  1. The API is licensed on a time-basis and not sold. Endress+Hauser warrants that during the term of the API license the API conforms to the applicable specifications and is free from quality defects and malware.
  2. Endress+Hauser’s liability and your exclusive remedies under the limited warranty set forth above shall be at Endress+Hauser’s election to attempt, through reasonable efforts, to correct Quality Defects of the API or to replace the defective API. If neither repair nor replacement is commercially feasible, Endress+Hauser shall be entitled to terminate the API License in respect to the defective API and refund any payments received within the actual booking period.
  3. Endress+Hauser warrants that the API to the best of its knowledge does not infringe any third-party Intellectual Property (IP) Rights enforceable in the EU or Switzerland at the time of delivery of the API. Endress+Hauser does not however warrant freedom from defect in title for any territories other than the aforementioned or for any third party software, including open source software that is delivered with, used by or facilitated by the API. Endress+Hauser will remedy defects in title of Endress+Hauser API either by procuring the legally incontestable right under license to use the delivered API or, at Endress+Hauser’s volition, by providing equivalent replacement, altered API or to terminate the API License.
  4. If you have set a reasonable limited additional time period for Endress+Hauser to remedy the defect in quality or title and Endress+Hauser finally fails to do so in that time, than you have the right to rescind the contract or reduce the license fee.
  5. Notwithstanding anything to the contrary in these API Terms, the provisions in the Section «Limited Warranty» shall apply and state the entire liability and obligations of Endress+Hauser and the sole and exclusive remedy of the Licensee with respect to any defects in the API. The aforementioned remedies are available only if discovery of any non-conformity occurs during the applicable warranty period, Endress+Hauser is promptly notified in writing by you of such discovery and Endress+Hauser’s examination of the API discloses that such non-conformity exists.
  6. These limited warranties shall not apply if the API has been: a. altered or modified by you b. used, adjusted, installed or operated (i) other than in accordance with these API Terms or the instructions furnished by Endress+Hauser or (ii) with an application or in an environment other than that intended or defined in these API Terms or any Supplementary Agreement, if any or c. if the API License has expired or been terminated.
  7. Except for the express limited warranty provided in Section «Limited Warranties», Endress+Hauser expressly disclaims any and all other warranties and conditions, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, availability, security, title and/or non-infringement.

Limitation of Liability

  1. Endress+Hauser’s maximum liability for all direct damages or immediate losses arising out of or relating to these API Terms or the use or inability to use the API is limited to the amount of the annual fee for the service per claim and per annum.
  2. Endress+Hauser’s liability for all indirect or consequential damages, such as loss of profits, loss of goodwill, loss of business reputation or loss of customer shall be excluded.
  3. The limitations and exclusions in this section shall apply regardless of the cause of action and whether a claim is based in contract, warranty, indemnity, tort or otherwise.
  4. Endress+Hauser’s liability remains expressly reserved in respect of: a. death or personal injury caused by its negligence (including negligence of its employees, agents or contractors); b. fraud and/or fraudulent misrepresentation; c. willful abandonment or misconduct or gross negligence; d. product liability or any other liability which may not otherwise be limited or excluded under applicable statutory law

Indemnification

You agree to hold harmless and indemnify Endress+Hauser, its subsidiaries and affiliates, Endress+Hauser Partners as well as their directors, representatives and employees from and against any third party claim arising from or in any way related to (a) your breach of the API Terms, (b) your use of the API, (c) your violation of applicable laws, rules or regulations in connection with Endress+Hauser Services or (d) your Content, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Endress+Hauser will provide you with written notice of such claim, suit or action.

Changes of the API Terms

We may modify the API Terms or any portion thereof to, for example, reflect changes to the law or changes to our Services API. We will post notice of modifications to the Terms within the documentation of the API, to the website https://www.netilion.endress.com and in a personal notification to you. The notifications, in case of changes, will be send out at the latest 30 (thirty) days before the general contractual period ends.

New customers will be bound to the most recent version of the Terms of Service.

Existing customers in general are bound to the version of the Terms to which they agreed when booking the service or extending the period of usage. Modified or new Terms will become active with the new contractual period. Refused agreement to changed Terms will lead to a contract termination according chapter «Termination by Endress+Hauser»

Term and Termination

Termination by You

Your license to utilize the API and the Endress+Hauser marks shall continue until it is expired or terminated by either party as set forth herein. Your license may be terminated by your written notice within the cancellation period before it is automatically renewed, which is at the latest thirty (30) days before your actual contractual period ends. An earlier termination will create no liability for Endress+Hauser to refund you.

Termination by Endress+Hauser

Endress+Hauser may terminate this agreement by causal notice to you, whereby said notice may be delivered via email or in writing, without liability or other obligation to you:

  1. Upon 30 days written notice to you of a material breach if such breach remains uncured at the expiration of such period.
  2. If you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
  3. If you do not agree changed API Terms.

Upon termination of your license by causal notice, you shall stop using the API and destroy and remove from all computers, hard drives, networks and other storage media all copies of the API, user content and Endress+Hauser marks.

Miscellaneous

Scope

The API Terms constitute the whole legal agreement between you and Endress+Hauser and govern your use of the API (but excluding any services which Endress+Hauser may provide to you under a separate agreement), and completely replace any prior agreements between you and Endress+Hauser in relation to the API.

Relationship of the Parties

You and Endress+Hauser shall exist and act independently and not as partners, joint venturers, agents, employees or employers of the other. You shall not have any authority to assume or create any obligation for or on behalf of Endress+Hauser, express or implied, and you shall not attempt to bind Endress+Hauser to any contract. This clause shall not apply in the case that the API is licensed und utilized within the Endress+Hauser Group from Endress+Hauser entities other than Endress+Hauser Process Solutions AG.

No Waiver

You agree that if Endress+Hauser does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Endress+Hauser has the benefit of under any applicable law), this will not be taken to be a formal waiver of Endress+Hauser's rights and that those rights or remedies will still be available to Endress+Hauser.

Severability

If any provision of these API Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and that the other provisions remain in full force and effect.

Governing Law, Jurisdiction

The API Terms and the legal relationship between you and Endress+Hauser shall be exclusively governed and construed in accordance with the laws of Switzerland, but excluding the CISG.

Place of jurisdiction for all disputes arising out of or relating to the API Terms and use of the API regardless of the legal reason shall be at the seat of Endress+Hauser, Reinach/BL (Switzerland).

For questions about these or any Endress+Hauser Terms or Policies, email us at: service@solutions.endress.com