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RESIDEO DEVELOPER LICENSE AGREEMENT

This Resideo Developer License Agreement or “Agreement” is displayed or otherwise provided to you because you are preparing to download, install or access certain of our proprietary developer tools and services. This Agreement is a legal document, once you click indicating that you accept this Agreement or earlier download the development tools or services described by this Agreement, you are becoming a party to a contract between you and the member of the Resideo Technologies, Inc. group of companies making the development tools or services available to you. Some words have special meanings for purposes of this Agreement. We define these words in the Section in which they first appear or in Section 11. We link to their definition the first time they are used in this Agreement. The controlling version of this Agreement is this English language version regardless of any other language into which you may translate it.

 IMPORTANT NOTE TO BE READ BEFORE ACCEPTANCE OR DOWNLOADING

By clicking “AGREE” you will be binding yourself to the legal obligations set forth below and acknowledging that:

  • You have the authority to enter into this Agreement.
  • The terms of this Agreement take precedence over any different terms contained in any of our documentation, packaging or marketing materials about the DevTools.
  • The DevTools and/or your Company Offerings may send, receive and display information including information about the DevTools in connection with other products and services. We do not guarantee such information is correct or up to date. To the extent such information includes personal data, Resideo may collect and use the personal data in accordance with our Privacy Policy linked here.

If you do not agree to all of the terms of this Agreement including those above, do not click your acceptance, do not install, download, access, or otherwise use the DevTools and, if you have been provided DevTools loaded on physical media, return the complete unused copy and all accompanying items and packaging within five days.

1. Resideo Products; Our DevTools.

1.1 Our Products and Services. We manufacture and develop residential solutions designed to help owners and residents stay connected and in control of their comfort, security, water and energy use. Our solutions include, in relevant part, connected home devices and equipment such as thermostats, cameras, water leak detectors and sensors (the "Resideo Products”) as well as certain mobile device apps and internet-based portals from which data generated by, and other content relating to, the Resideo Products can be viewed and processed (the “Resideo Services”). We refer to the Resideo Products and Resideo Services collectively as, the “Resideo Offerings”.

1.2 Our APIs and SDKs. We make certain development tools and services available to third parties interested in creating software applications that can be used on or integrated with the Resideo Products and/or communicate with our Resideo Offerings. Our development tools and services comprise both: (a) application programming interface commands, functions, instructions and objects that can be used to create software that remotely communicates and interacts with the Resideo Offerings (“APIs”); and (b) development kits containing protocols, tools, libraries, documentation, code samples, processes, and/or guides (“SDKs”) that allow developers to create software or physical products that can be integrated with our Resideo Products. We refer to our APIs and SDKs collectively as, our “DevTools”.

Personal data. Our DevTools can give you access to personal data (as defined in applicable law) relating to End Users. The Data Privacy Agreement applies to the processing of such personal data and is hereby incorporated by reference. For the avoidance of doubt, the Services referred to in the Data Privacy Agreement are the Dev Tools.

2. Grant of Rights.

2.1 Use Rights to DevTools. Subject to the terms and conditions of this Agreement including the restrictions and conditions in Section 3, Resideo grants to you, during the Use Rights Term, a personal, revocable, non-exclusive, non-assignable, non-transferable (without the right to sublicense) right to download, install, use and perform the features and functions of our DevTools, and display its graphic user interfaces, if any, solely for the Authorized Purpose. As used herein, Authorized Purpose means either: (a) making, using, and developing your own products that use the SDK for network communication and control of such products in an access network solution, system or application (the “Company SDK Offerings”) and marketing and selling such Company SDK Offerings to prospective End Users and distributing them to dealers on a per project basis as agreed to by Resideo; or (b) (i) developing and offering to prospective End Users, your own software applications designed to place an authorized number of Calls to the Resideo Services (as described in Section 3.3) and access or retrieve and display certain content from the Resideo Services; or (ii) developing and offering to prospective End Users your own software or systems, such as energy efficiency software, that work with the API and utilize the Resideo Services to display, manage and optimize content from the Resideo Services. The software and systems you develop and may offer per clauses “(i)” and “(ii)” are referred to collectively as, the “Company API Offerings”). The foregoing Use Rights extend to any Updates we provide for respective elements of the DevTools. Your Use Rights further include the right to access, download, display and print user and help documentation we may provide for the DevTools.

2.2 Brand Features Rights. If you want to display Resideo’s Brand Features (which include the Resideo name) in connection with your use of Company Offerings or in any promotions, marketing, advertising, literature, or press release, subject to the terms and conditions of this Agreement, we hereby grant you during the Use Rights Term, a personal, revocable, non-exclusive, non-assignable, non-transferable right and license to do so but solely in strict compliance with Resideo’s brand and marketing guidelines found here: developer.honeywellhome.com as they may be updated from time to time in our sole discretion. You agree that we may include your Brand Features (which includes your name), whether online or in offline promotional materials, marketing, advertising, literature and press releases and, you hereby grant us a personal, revocable, non-exclusive, non-assignable, non-transferable right and license to do so.

2.3 Our Right to Your Calls and Content. You hereby grant us a personal, revocable, non-exclusive, non-assignable (except as part of the assignment of the entirety of this Agreement), non-transferable right and license, to access, possess, reproduce, create derivative works and improvements of and distribute all information, data and content you submit to us via API Calls or other transmission or submission methods as reasonably necessary for us to perform hereunder and to repair or improve the Resideo Offerings and DevTools.

2.4 Third Party Offerings. Certain Third Party Offerings may be integrated into or bundled with the DevTools. Where this is the case, we have been authorized to resell, distribute, or otherwise provide you with such Third Party Offerings and do so on either a sublicense or pass-through basis, subject to the contract terms between us and the owners and licensors of the Third Party Offerings. By agreeing to this Agreement, you are agreeing to be bound by such portions of those contract terms as are applicable to end users, which may include acceptable use and similar policies. We do not have the authority to modify those terms but do hereby represent that we have the right to provide the Third Party Offerings for authorized use with the DevTools under this Agreement.

3. Conditions and Restrictions on Use Rights.

3.1 Account Set-up; Developer ID. In order to exercise your Use Rights for certain of our DevTools, you will be required to register and set up an account and obtain a unique alphanumeric console key that will be linked to your Resideo account (“Developer ID”). Once assigned, Developer ID’s will be forwarded to you electronically. Developer IDs must be used according to our documentation for those components of the DevTools for which they are required. In setting up your account you will: (a) submit only complete and accurate information to include, if required, valid credit card data or data for such alternative automatic payment options as we may accept; and (b) maintain and promptly update your account information if it changes. You are solely responsible for all acts and omissions occurring under your Developer ID and any credentials (such as username and password) used to access your account.

3.2 End User Agreements.

(a) End User Contracts; App Store Rules. Regardless of the manner or means through which an End User obtains access to the Company Offering, you must bind each such End User to your own end user license agreement (whether via so-called clickwrap, shrinkwrap or mutually executed written agreement) that is separate and distinct from our Resideo EULA and contains terms that are substantially similar in effect and purpose, and at least as protective of our intellectual property and confidential information as the terms set forth herein and which further complies with the App Store Rules if applicable (each, an “End User Contract”). As between you and Resideo, you are responsible for enforcing End User Contracts provided that we are, and must be named as, express intended third party beneficiaries in all End User Contracts. You will promptly notify us of any breach of an End User Contract of which you have knowledge including the steps you have taken and are planning to take to stop such breach.

(b) Privacy. Company acknowledges and agrees that Resideo intends to and will continue to be permitted to collect and use certain personal, system, and usage data, including End User data, in the same manner and to the same extent as described in Resideo’s privacy statement. As such, in the process of setting up an End User account and agreeing to the Resideo EULA, End Users also will be required to agree to the privacy statement for the applicable Resideo business unit providing the Resideo Offering, which statement shall be linked in the Resideo EULA or reasonably prominently displayed and assented to as part of account set-up. Resideo’s privacy statement applies only to Resideo’s own collection, transmission, storage, processing, sharing or other use of End User data collected by Resideo. Subject to the terms of the Data Privacy Agreement, data collected, transmitted, stored, processed, shared or otherwise used by Company including through the Company Offerings, will be governed by Company’s own privacy policies and statements. Company must notify End Users of the forgoing by including the Company privacy statement in the End User Contract, and, where applicable, posting it in the manner, means and form required by the App Store Rules. As between Company and Resideo, Company is solely responsible for complying with its privacy policies including obtaining End User consent where so required by law.

3.3 Use Rights Limits for API and SDK. The number of Calls to our API is limited to 250 per hour unless otherwise agreed to in writing by Resideo. If you know or reasonably should know that this Call limit will be exceeded, you must submit a request to developerinfo@resideo.com and include information on expected Call volumes, your business proposal, and other relevant information as may be necessary for Resideo to evaluate your request. Each HTTP request counts as one API Call for the purposes of calculating usage limits but does not include Calls made to the third party service bus to obtain device event status information. Resideo may suspend or terminate your Use Rights if you exceed the total Calls or copies described in this Section or fail to follow the procedures outlined herein. Your SDK Use Rights entitle you to one copy of our SDK for integration with one Company SDK Offering and you must obtain our prior written consent before making use of our SDK for or with additional Company SDK Offerings. For the avoidance of doubt, you are specifically prohibited from making additional copies of our SDK, or charging for any copies, however made, and from distributing such copies with other products of any kind, commercial or otherwise, without the prior written consent of Resideo.

3.4 Pre-Approval of Company Offerings.

(a) You are solely responsible for testing the SDK prior to any use by you. Additionally, you must provide Resideo with 60 days’ prior notice of any new Company SDK Offering and failure to provide such notice may result in termination of your SDK Use Rights.

(b) You must submit each Company Offering, as well as each subsequent update or new versions thereof, to Resideo for review and approval at least 10 business days prior to making it available to actual or prospective End Users. We may review the technical features of each such submission to ensure it is compatible and functions with the applicable Resideo Offerings. If Resideo deems necessary, we will require that you make certain modifications to the Company Offering which you agree to promptly implement and re-submit for review and approval. As between you and Resideo, you are solely responsible for ensuring the functionality and compatibility of all Company Offerings. In no event will Resideo be liable for the functionality or compatibility of the Company Offerings regardless of whether Resideo has reviewed and approved such functionality and compatibility.

3.5 Acceptable Use and Cybersecurity. Your transmission of data using the DevTools, and all Calls made through them, shall, at all times, comply with our published Acceptable Use Policy therefor. Further, and in addition to your privacy obligations (including those under the Data Privacy Agreement), you will use commercially reasonable efforts to protect all data collected by the Company Offerings whether personal data of End Users or machine-generated data from devices. Without limiting the generality of the foregoing, you will implement industry-standard security measures that, at a minimum: (a) eliminate coding vulnerabilities in the Company Offerings by following a secure software development lifecycle including testing for such vulnerabilities; (b) maintain secure logical access procedures; and (c) maintain currency of software security patches for the Company Offerings and all related software including that in your development environment. If you have a reasonable belief that, for any reason including breach or failure of your security measures, any End User data or our data (including that generated by the Resideo Offerings) has been accessed or used by an unauthorized party or in an unauthorized manner (including by your own personnel) you shall promptly notify us by emailing CIRT@resideo.com and providing all relevant information. You are solely responsible for all costs you and/or Resideo incur as a result of any such unauthorized use or access.

3.6 Trained Personnel; Subcontracting and Offshoring. In exercising your Use Rights, only employees or individual subcontractors of the type commonly referred to as “1099’s” who have been properly trained in the use of the DevTools shall be permitted to use them hereunder (“Trained Personnel”). You shall not, without the prior written consent of Resideo, provide the DevTools through any third party including any of your affiliates (each a “Company Subcontractor”). If Resideo approves your use of a Company Subcontractor you are solely responsible for their acts and omissions and prior to disclosing any of Resideo's confidential information or allowing use of the DevTools by such Company Subcontractor, you shall have entered into a written agreement expressly binding them to the confidentiality and intellectual property rights provisions and such other terms of this Agreement as Resideo may require. Such terms and conditions shall govern irrespective of any contrary term or condition that may be contained in a separate agreement between you and the Company Subcontractor. At our request, you shall provide us with written evidence in a form reasonably acceptable to Resideo of compliance with the foregoing. For avoidance of doubt, all references to “you” herein shall refer to both you and each Company Subcontractor unless otherwise specifically stated.

3.7 General Conditions. You shall not: (a) modify, translate, reverse engineer, decompile, disassemble (except to the extent permitted by applicable local law), or create derivative works based on, or improvements of the DevTools; (b) make copies of the DevTools; or (c) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the DevTools in any way except as expressly permitted by this Agreement. You acknowledge that the DevTools may contain features (including codes that act as keys to “lock” and “unlock” access) designed to render them technologically incapable of being used except as permitted by this Agreement. You must not remove, modify or obscure proprietary rights notices that we place on any portion of the DevTools. You must comply with all applicable laws and Resideo-provided documentation in connection with your use of the DevTools. You may not use the DevTools or any component for purposes of benchmarking them against third party products or competitive intelligence gathering purposes.

3.8 Audit Rights. Resideo reserves the right, during the Use Rights Term and for up to 2 years thereafter, upon reasonable notice and during normal business hours, to access, inspect and audit, either through our own employees or an authorized representative selected by us, your compliance with the terms and conditions of this Agreement, including Sections 3.2(a) and 3.5 hereof, including by accessing and using the Company Offerings and underlying infrastructure and support, and monitoring the DevTools usage. You will furnish all information, books, records and access to personnel as we may reasonably request in connection with the foregoing. If we determine, in our reasonable discretion as a result of such audit, that you are in violation of this Agreement, we may, without limiting its other rights and remedies, suspend or terminate your Use Rights and/or terminate this Agreement.

3.9 Export Laws; Government Users. The DevTools may be subject to Export Restrictions. You will not ship, transfer, distribute, export, re-export, use, deliver or disclose all or any portion of the DevTools, including its related information, data or technology in violation of the Export Restrictions. By agreeing to this Agreement, you are representing that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and further that you are not listed on any U.S. Government list of prohibited or restricted parties. The applicable components of the DevTools are “commercial items”, as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), and more specifically, is “commercial computer software” and “commercial computer software documentation”, as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), the DevTools are provided to U.S. Government end users only as a commercial end item and with only those rights as are granted to all other customers pursuant to the terms and conditions herein.

4. Updates and Support; Scope of Our Obligations.

4.1 Updates and Support.

(a) Updates. We may from time to time develop and make Updates generally available, either at no-charge or for a specified upgrade fee. This Agreement and all of the terms hereof apply to all such Updates even if we do not separately require you to provide re-confirmation of your assent. We will use reasonable efforts to notify you in advance if we plan to release Updates to the API. Updates required by law or to avoid or address an emergency, security risk, or substantial burden to Resideo must be applied/used immediately. If an Update is unacceptable to you or you otherwise do not want to apply/use it, your remedy is to stop using the applicable DevTools. You acknowledge that: (i) your failure to apply/use an Update may mean loss of features or functions the Company Offerings previously enjoyed, or, in some cases, may cause the inability to continue to use a Company Offering entirely; and (ii) we have the right to distribute Updates directly to End Users and you are required to provide such reasonable assistance as we request to effect such distribution.

(b) Support. We provide basic support for the API under this Agreement. Such basic support consists of up to five web inquiries per month and responses will be managed based on availability. No support, basic or otherwise, is provided for the SDK. If Company desires premium support services, please contact developerinfo@resideo.com for details. All support requests must be made by Trained Personnel you have specifically designated to act as technical contacts. As between you and Resideo, you are solely responsible for providing first-line support to End Users as relates to your Company Offering. To effect the foregoing, you must prominently display your email address or other contact information on or in the Company Offering so that End Users may contact you with any questions or issues. You will timely respond to such End User inquiries. We reserve the right to charge you if we receive customer care or support calls directly from your End Users that relate to the Company Offerings.

4.2 Scope of Our Obligations. We are not responsible for any problems or defects in the DevTools that arise from or relate to any of the following: (a) any modifications made by any individual or entity other than us; (b) any breach of this Agreement; (c) any problem that cannot be reasonably recreated by us; (d) your use of old or un-supported versions of our DevTools; (e) your and any of your service providers’ failure to comply with the user and related documentation for the DevTools; (f) any Third Party Offering; (g) data you may input into the DevTools; (h) the Public Network; (i) problems and failures beyond our reasonable control including natural disasters, labor strikes, acts of terror and similar events; (j) your and any of your service providers’ failure to be available to our personnel for the performance of required client-side actions in connection with diagnosis and related remediation services should we agree to provide any; and/or (k) inability to access the DevTools due to problems with software, hardware, telecommunications, or networking equipment not provided by us whether used by you, your service provider or part of the Public Network.

5. Fees, Taxes and Payments. Use Rights to and basic support (as described in Section 4.1(b)) for the API are provided at no charge. We may charge for Use Rights and basic support for the SDK based on the number of licenses, configuration levels and other metrics we offer and you select. Where applicable, information about such charges, the method and timing of your payment obligations are provided to you when you elect to download or first access the SDK. Fees do not include applicable sales, use, value-added, or excise taxes or government charges all of which are payable by you (excluding taxes on our income). Failure to timely pay required fees is a breach of this Agreement and may result in termination of this Agreement and your Use Rights. We reserve the right to charge interest at the maximum amount allowed by law and recover the cost of collections, inclusive of reasonable legal fees and costs, for amounts not timely paid.

6. Term and Termination. Your rights (including the Use Rights) and obligations under this Agreement commence when you click accept/agree or use any portion of the DevTools, whichever occurs first, unless earlier terminated by us per this Section (the “Use Rights Term”). We may terminate this Agreement and the Use Rights immediately if you breach your obligations, or engage in conduct, whether or not involving the DevTools, that infringes our intellectual property rights. Your insolvency, filing for bankruptcy, assigning your assets for the benefit of creditors or undergoing a change-in-control all will be considered a material breach; provided that in the case of the latter, termination will be our only remedy. We also may terminate this Agreement at any time for any reason or no reason by providing you with written notice via email using any address you have provided. Upon termination or expiration of this Agreement you must immediately discontinue all use of DevTools (including cessation of all in-flight development) and their related documentation.

7. Warranty, Liability and Indemnity.

7.1 Our Warranty and Liability: Subject to Section 4 of this Agreement, we warrant that the unmodified form of the DevTools made available by us were designed to allow you to create Company Offerings. Your sole remedy and our only liability for breach of this warranty is to use commercially reasonable efforts to repair or replace the non-conforming portion of the DevTools and, if we cannot accomplish a repair or provide a replacement after reasonable efforts to do so, refund to you the fees actually paid, if any, for such portion of the DevTools. This is the only warranty and only remedies we provide with respect to the DevTools. TO THE MAXIMUM EXTENT PERMITTED BY LAW WE: (a) EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, NON-INFRINGEMENT, THOSE CONFERRED BY UCITA OR SIMILAR LAWS; (b) DO NOT WARRANT THAT THE DEVTOOLS WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE; (c) PROVIDE THE DEVTOOLS STRICTLY ON AN "AS IS" BASIS; (d) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR LOST DATA; AND (e) OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE DEVTOOLS WILL BE LIMITED TO DIRECT DAMAGES IN THE AMOUNT OF U.S. $500 OR THE AMOUNT EQUIVALENT TO THE FEES ACTUALLY RECEIVED BY US HEREUNDER IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, WHICHEVER IS GREATER. YOU MUST BRING ALL CLAIMS AND CAUSES OF ACTION WITHIN SIX MONTHS OF THEIR BEING DISCOVERED. These limitations and exclusions apply to all claims or causes of action under whatever theory brought and whether or not we were advised of the possibility of the claim.

7.2 Your Liability and Indemnity: You will defend, indemnify and hold us, our third party licensors and each such party’s parent organizations, affiliates, officers, directors, employees, attorneys and agents harmless from all claims, causes of action and any resulting damages, costs and expenses (including reasonable legal costs) arising from: (i) your infringement, misappropriation or violation of a third party’s rights including their intellectual property rights; (ii) the acts and omissions of you or your personnel; (iii) the Company Offerings, including End User claims including such claims as they relate to (a) your privacy and data security practices and (b) any inability by an End User to receive any Resideo Services that result from the manner in which you implement and/or deliver the Company Offerings; and/or (iv) your breach of this Agreement.

8. Ownership; Confidentiality. As between you and Resideo, we are the owner of all right, title and interest, including all intellectual property rights (such as copyright trademark and patent rights), proprietary rights (such as trade secret rights) and moral rights (such as the right of authorship and attribution) throughout the world in and to the DevTools and all of their derivative works and improvements. This Agreement does not sell, transfer or convey title to the DevTools. To the extent information or contents of the DevTools or any related materials are not recognized as trade secrets or otherwise protected by our intellectual property rights in any jurisdiction and/or to the extent we may disclose to you other non-public information that is marked as confidential or which should, by its nature or the circumstances of its disclosure, reasonably should be known to be confidential, such information shall be held by you in strictest confidence and not, without our express prior written consent, used or disclosed except to those who have a need to know and agree to be bound by this Section. The contents of this Agreement are our confidential information to be handled in compliance with this Section.

9. Entire Agreement; Precedence. This Agreement is the entire agreement between you and Resideo regarding the DevTools superseding all other agreements regarding the same subject matter. As stated in Section 2.4, the Third Party Offerings are governed by their own terms. In addition, if you are using the DevTools in connection with one of our devices or equipment components, then depending on where and how you obtained your device/equipment component, it may be subject to terms of sale that you agreed to at the time of purchase. This Agreement and the other contract documents referenced in this Section are designed to govern entirely separate subject matter and should not create any conflict or inconsistency between them. In no event will any purported conflict modify our ownership rights or increase our liability. Purchase orders or similar documents issued by you or your agents are void and of no effect.

10. Governing Law; Miscellaneous. The laws of the State of New York and the federal laws of the United States will govern this Agreement without regard to principles of conflicts of laws. All proceedings relating to us, the DevTools or this Agreement must be brought in the state or federal courts located in New York County, New York, NY and you hereby irrevocably consent to the personal and exclusive jurisdiction of such courts. You may not assign or transfer this Agreement or any Use Rights without the prior written consent of Resideo. Resideo may assign this Agreement, in whole or in part. Section headings are used for convenience of reference. Failures in performance beyond our reasonable control are excused. Unenforceable provisions shall be reformed to permit enforceability with maximum effect to the original intent. Resideo may provide notices to you via the email address provided when you registered your account. The parties are independent contractors and nothing in this Agreement creates an agency, joint venture or similar relationship. If your procurement processes require issuance of an internal purchase order neither such purchase order nor its terms shall supersede, replace or amend this Agreement. The suppliers of Third Party Offerings are express, intended third party beneficiaries of this Agreement. Sections 4 and 8 and those portions Sections 3, 4, 6, 0 (regarding liability limits and indemnity), 9, 11 and this Section 10 which by their nature should survive, shall survive termination or expiration of this Agreement.

11. Glossary.

“App Store Rules” means the rules and requirements of the applicable Mobile OS Provider operating the online store from which you downloaded our App such as, among others, Apple’s found at http://www.apple.com/legal/itunes/us/terms.html#APPS and Google Android found at http://www.google.com/mobile/android/market-tos.html.

“Acceptable Use Policy” means the policies governing data transmission and API usage found below.

“Brand Features” means the trade names, trademarks, service marks, and logos of each party, as secured by that party from time to time.

“Company” has the same meaning as the terms you and your.

“Call” means any request or operation made by the API to a Resideo server or product such as a login, query, or command.

“Company Offerings” means Company API Offerings and Company SDK Offerings, collectively.

"Data Privacy Agreement" means the document called "Resideo Pro Data Privacy Agreement" available via our website currently located at https://go.resideo.com/rs/871-ZDG-984/images/Resideo-Pro-Data-Privacy-Agreement.pdf .

“End Users” means the individual human users of the Company Offerings and/or Resideo Offerings, as applicable.

“Export Restrictions” means the restrictions and controls imposed by the United States Export Administration Act and other applicable transfer control and prohibited person laws and regulations of the United States and other applicable jurisdictions.

“Resideo”, “we”, “us” and “our” means Resideo Technologies, Inc. or an affiliated company performing on Resideo Technologies, Inc.’s behalf.

“Product” means physical connected home devices and equipment we manufacture such as thermostats, cameras and sensors.

“Public Network” means the third party provided circuits, overland and/or submarine cabling, and other telecommunications and connectivity infrastructure from a point of demarcation starting immediately after the ingress/egress router or similar appliance in your home to the point immediately before the ingress/egress router or similar appliance at the facilities we use for our own networks and communications infrastructure.

“Third Party Offerings” means certain software, data, data feeds or other content owned by and licensed from third parties by Resideo which may include certain open source software.

“Update” means bug fixes, usability improvements to or entirely upgraded versions of the DevTools.

“Use” means, whenever it appears in Section 2 regardless of whether it is capitalized, the right to perform and execute the executable, object code versions of the DevTools.

“Use Rights” means the rights granted in Section 2.

“You”, “your” and their variants mean collectively, the individual who acting on behalf of the entity for which he/she works or is engaged as a contractor, downloads, accesses or uses the DevTools, as well as such entity itself. 

ACCEPTABLE USE POLICY

Company agrees to the following restricted uses or other prohibitions (terms not otherwise defined herein will have the meaning defined in the Terms of Service):

  • Company will not hide or mask from Resideo the identity of the Software, including by failing to follow the identification conventions listed in the API or DevTools documentation;
  • Company will not create Software that functions substantially the same as the API or Services and offer it for use by third parties;
  • Company will not attempt to reverse engineer the Services or any component or attempt to create a substitute or similar service through use of or access to the Services;
  • Company will not create derivative works of or attempt to derive the source code of any Software provided as part of the API(s), DevTools or any part thereof;
  • Company will not use the Services for High Risk Activities. “High Risk Activities” means uses like the operation of emergency services, nuclear facilities, air traffic control or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage;
  • Company will not use the Services to harm Resideo or third parties, such harm including, but not being limited to, disrupting Resideo business and customers, intentionally or negligently overloading Resideo’s network or conducting Denial of Services attacks, finding or exploiting vulnerabilities in Resideo’s security;
  • Company will not, except as necessary to establish a commercial relationship as contemplated under the Terms of Service, or as otherwise mutually agreed, disclose to any third party any information about the Service’s performance, service levels, content, specifications, bugs (if any), pricing, its code, or the Terms of Service or disparage Resideo or the Service in any way;
  • Company will not copy any portion of the Services code, appearance or documentation, except to the extent necessary to perform integration with Resideo devices and services;
  • Company will not use the Services for any demand response program unless pursuant to the license of demand response APIs from Resideo;
  • Company will not disable, hack, disrupt, damage, or interfere with the Services;
  • Company will not allow the Software to contain any obscene, pornographic, offensive, or defamatory content or materials of any kind, or other content or materials that may be objectionable;
  • Company will not collect, aggregate, re-syndicate, retain, log or store Content beyond 10 trailing days from the date when the Content is received (select developers may be permitted to store historical data for a fee, contact developerinfo@resideo.com for details);
  • Company will not use End User data to evaluate End Users or their property individually or in the aggregate for insurance or other financial products and services.
  • Company will not allow the Software to perform any function or link to any content or use any robot, spider, site search or other retrieval application or device to scrape, collect, disseminate or use information about users for any unauthorized purpose;
  • Company will not develop, use, or offer:
  • Software that causes Resideo servers or network to crash;
  • Software that consistently generates excessive API traffic;
  • Software that does not integrate authentication with OAUTH 2.0 implementation;
  • A Web browser redirect-based implementation that downloads code in any way or form;
  • Software that sends “Push Notifications” without first obtaining End User consent;
  • Software that jeopardizes network security by sending sensitive device and user confidential information using Push Notifications;
  • Software that encourages End Users to use Resideo devices in a way that may cause damage to the devices or their systems;
  • Software that rapidly drains the Resideo device’s battery or generates excessive traffic;
  • Software that may result in physical harm to the Resideo devices;
  • Software that does not provide a mechanism for End User to unsubscribe users and devices;
  • Software that does not implement an error handling workflow which gives the End User guidance on what the issue is. A violation of any of the foregoing may result in immediate termination of the Terms of Service.

V2 Dated 20 January 2023