Terms and Conditions – Developer Platform

Welcome to the Otonomo developer platform (“Developer Platform”). This is owned and operated by Otonomo Technologies Ltd., with its principal place of business at 16 Abba Even Blvd., Herzliya Pituah, Israel (“Otonomo”, “We”, “Our”, or “Us”).

PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS”), BECAUSE THEY CONSTITUTE A BINDING AGREEMENT BETWEEN YOU, THE INDIVIDUAL OR ENTITY ACCESSING OR USING THE DEVELOPER PLATFORM, AND US. BY ACCESSING THE DEVELOPER PLATFORM OR BY USING IT IN ANY OTHER MANNER, YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE DEVELOPER PLATFORM.

Description

Otonomo Developer Platform grants you access to demo data services which contain simulated, dummy data and tools, on Otonomo’s sole discretion, for you to evaluate and test the Otonomo platform. The Developer Platform demo data, tools and other contents are provided “as is”, “as available” and with all faults. We do not guarantee that the parameters or functionality that exists in the demos will exist once you move to the production platform. Parameters availability will depend on, but not limited to, needed geography, vehicle type.  We do not represent that they will be error free or will meet your requirements.

By providing your information and registering to the Developer Platform you consent to Otonomo sending you marketing emails regarding the Developer Platform, the Otonomo platform and demo and related services.

The demo data provided, and your usage of the data is limited as described on the platform demo service page.

Registration/Login

To use the Developer Platform, you will be asked to create an account. As part of the account creation process, you will be asked to provide your email address and create a password. When registering an account, you must provide true, accurate, current and complete information about yourself as requested during the account creation process. You must also keep that information true, accurate, current and complete after you create your account.

You are obligated to keep the password protected from third party access in order to prevent misuse of your account. Any uses via the account will be attributed to you as the registered user. You have the option to change the account password at any time in order to help prevent misuse of the account.

You may terminate your registration if You no longer wish to use the Developer Platform. After termination, You will no longer have access to the Developer Platform.

Provision of Services

Otonomo hereby grants you a non-exclusive, non commercial, revocable at any time at Otonomo’s sole discretion, right to access and use the Developer Platform for internal evaluation purposes only in accordance with these Terms and as per the usage limitation outlined on the platform demo service page. Use of the Developer Platform does not grant You any intellectual property rights in or to any information or content on the Developer Platform. You agree and accept that any commercial use of the Otonomo platform requires a separate agreement and right to use.

You are not allowed to transfer the right of use to third parties nor grant sublicenses, to third parties in any other way without our prior written consent.

Except as permitted by applicable law, you  must not (i) decompile, reverse engineer, disassemble or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive the source code underlying the Developer Platform or the Otonomo services; (ii) modify, rent, lend, loan, distribute the Developer Platform and/or data in whole or in part; (iii) change any proprietary rights notices which appear in or on the Developer Platform; (iv) use the Developer Platform Services for commercial purposes; or, (v) circumvent any security means or access control technology included in or with the Developer Platform.

Any other use of the Developer Platform or the Otonomo platform not set forth herein shall be excluded from the scope of this right of use. In particular, You are not authorized to use names, trademarks, company marks, logos or other components of the platform or Otonomo outside the legally permitted free use.

Otonomo does not warrant a specific availability of the Developer Platform.

All information provided on or through the Developer Platform shall be considered confidential information and you not to disclose such information and to will keep confidential the Confidential Information.

Suspension of Use

Otonomo is entitled to suspend your right of use if it has sustainable reasons to believe that the you have misused the Developer Platform.

Privacy

We respect your privacy. Please read Our privacy policy, as it forms an integral part of these Terms. At all times, you can access Otonomo privacy policy at: https://otonomo.io/privacy-policy/.

To the extent applicable you undertake to comply with the Marketplace Privacy and Security Statement, as published at: https://otonomo.io/privacy-security-statement (the “Privacy Statement“) when using and processing personal information in connection with the activities hereunder. The Privacy Statement serves as an integral part of these Terms.

De-identified Data.

If the demo data is anonymized or de-identified, You may not derive, or attempt to derive, either directly or indirectly, the identity of an individual from any data-set included in the Developer Platform. You will promptly notify Otonomo if You discover that You received access to d data of a different scope than that described in these Terms and on the platform demo service page.

Feedback

You may from time to time provide Us with suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Developer Platform, and/or the Otonomo platform and service.  We will have the full, unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with Our platform and services.

Changes to Terms and API

From time to time, We may change the Terms to meet technical, operational and legal changes. We will post a notice about changes made to the Terms on the Developer Platform website and We may send you a notice by email, reasonable time before the changes take effect. By continuing to use the  Developer Platform after the new changes have taken effect, you indicate your agreement to the amended Terms.

We will try to ensure that future versions of our APIs are backwards compatible to at least the previous version to the extent reasonably possible. We may modify or update our APIs from time to time. We may, in our sole discretion, charge you for API calls that exceed the call limits or terminate your access to the API. We limit the number of API calls we permit you to make using the demo data service. If we believe that you have attempted to exceed or circumvent these limitations, we may temporarily or permanently block your ability to use APIs or the Developer Platform.

You agree that we may collect certain usage data and information related to your use of our APIs and the Developer Platform, and that we may use such usage data for any business purpose, internal or external.

Warranty

YOU ACKNOWLEDGE AND AGREE THAT THE DEVELOPER PLATFORM AND TRAIAL SERVICES ARE PROVIDED FOR USE “AS IS”, WITHOUT ANY WARRANTIES OF ACCURACY, RELIABILITY, LIKELY-RESULT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR IT BEING UP-TO-DATE. USE OF THE WEBSITE IS AT YOUR SOLE AND EXCLUSIVE RISK.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE DEVELOPER PLATFORM AND DEMO SERVICES, THE ACCURACY, RELIABILITY, ADEQUACY OR COMPLETENESS OF THE DEVELOPER PLATFORM AND SERVICES OR ANY OTHER MATERIAL PROVIDED BY ANY LINK TO ANOTHER WEBSITE OR SERVICE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, LIKELY-RESULT, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE DEVELOPER PLATFORM AND SERVICES WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THESE TERMS, SHALL BE DEEMED TO BE A WARRANTY BY US FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF US WHATSOEVER.

Limitation of Liability

WE, AND OUR EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISORS OR ANYONE ACTING ON OUR BEHALF WILL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON WITH RESPECT TO THE DEVELOPER PLATFORM’S PROPERTIES, ABILITIES, LIMITATIONS, FITNESS TO YOUR NEEDS, OR WITH RESPECT TO ANY CONTENT AVAILABLE ON OR UNAVAILABLE THROUGH THE DEVELOPER PLATFORM.

WE, AND OUR EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISORS OR ANYONE ACTING ON OUR BEHALF, WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY OTHER DAMAGE, AND LOSS (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACTUAL, OR IN ANY OTHER FORM OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE THE  DEVELOPER PLATFORM, OR FROM ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE  DEVELOPER PLATFORM, OR FROM ANY FAULT OR ERROR MADE BY OUR STAFF OR ANYONE ACTING ON OUR BEHALF, OR FROM YOUR OWN RELIANCE ON THE CONTENT OR ON MATERIAL ORIGINATING FROM THIRD PARTIES, OR FROM ANY COMMUNICATION WITH US OR WITH OTHER USERS IN CONNECTION WITH THE  DEVELOPER PLATFORM – WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, LOSS, COSTS, EXPENSES OR PAYMENTS.

Indemnification

You will indemnify, defend and hold harmless Us, Our employees, directors, shareholders, advisors or anyone acting on Our behalf with respect of any claim, demand, damage, loss, loss of profit, payment or expense, including reasonable attorney fees that We incur in connection with your breach of these Terms or an unlawful or tortuous action or inaction by you with respect to the Developer Platform,  Such indemnity will include, but will not be limited to, legal expenses and attorney fees.

Governing Law and Jurisdiction

These Terms, the Developer Platform, and any claim, cause of action or dispute arising out of or related thereto, will be governed solely by the laws of the State of Israel, regardless of your country of origin or where you access the Website, and without giving effect to any conflicts of law principles, which would result in the application of the laws of a jurisdiction other than the State of Israel.

The competent courts Tel Aviv, Israel will have sole and exclusive jurisdiction over any claim in connection with the Developer Platform and in respect of any matter relating to the validity, applicability, performance or interpretation of these Terms.

You agree to the exclusive jurisdiction of the above-mentioned courts, agree to accept service of process by any means permitted by the applicable law and hereby waive any jurisdictional, conflict of law or venue defenses otherwise available to you.

General

These Terms along with Terms of Use, Our Privacy Policy and to the extent applicable Our Privacy Statement constitute the entire agreement between you and Us with respect to the use of the Developer Platform and supersede any and all agreements, negotiations and understandings, whether written or oral, about the Sandbox.

No waiver, concession, extension, representation, alteration, addition or derogation from these Terms will be effective unless effected in writing and expressly.

No Assignment

You may not assign or transfer your rights or obligations under the Terms. Any attempted or actual assignment or transfer by you will be null and void.

We may assign or transfer Our rights or obligations under the Terms to any third party, provided that your rights under the Terms are not compromised by such assignment or transfer.

Interpretation

The paragraph headings herein are intended solely for the purpose of orientation and reading convenience, and will not be used for interpretation purposes.

Severability

If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of these Terms will remain in full force and effect, to the maximum extent.

Contact Us

You may contact Us with any question about the Website by using the ‘CONTACT US’ page on the Website at: https://otonomo.io/. Alternatively, you may email Us to Our email address: [email protected].

We will make efforts to address your inquiry promptly.

Last Updated on May 15, 2019.