Last updated: June 1, 2015
- 1.1. “Application” means a software application developed by or for you that incorporates the Lifx API Service or makes use of the Lifx 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 Lifx Products and the Application or Hardware that wishes to interacts with the Lifx Products using the Application or Hardware.
- 1.4. “Hardware” means a device developed by you or for you that includes software that incorporates the Lifx API Service or makes use of the Lifx Code.
- 1.5. “Lifx API Service” means (a) the use of the Lifx Protocols to communicate with the Lifx Products; and (b) the application programming interface(s) provided or made available by Lifx to you with which these Terms or a link to these Terms is displayed.
- 1.6. “Lifx Code” means, collectively, the Redistributable Code and Sample Code.
- 1.7. “Lifx Credentials” means any Lifx API Service application identification code, application key, or other credentials provided to you by or on behalf of Lifx.
- 1.8. “Lifx Content” means any information, data, attributes, or other content obtained from the Lifx Products through the Lifx API Service.
- 1.9. “Lifx Products” means Lifx’s proprietary systems of smart lightbulbs, including specifications, controls, and all product-related information, compilations of data (as well as the underlying data) and documentation regarding Lifx’s designs, specifications, and protocols.
- 1.10. “Lifx Protocols” means a series of messaging instructions that are used to control and obtain the state of Lifx Products either locally via a local area network (LAN) or over the Internet using the Hypertext Transfer Protocol (HTTP).
- 1.11. “Intellectual Property Rights” means all worldwide rights in, arising out of, or associated with: published and unpublished works of authorship, including compilations, databases, derivative works, maskworks, and software (including source code and object code), and all copyrights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 United States and foreign patents, and all 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. “Licensed API Content” means any Lifx Content that is delivered to the Application or Hardware in response to a call on the Lifx API Service.
- 1.13. “Redistributable Code” means any software in object code format, such as a software development kit (SDK), provided or made available by Lifx to you under these Terms, if any.
- 1.14. “Sample Code” means any software in source code format provided or made available by Lifx to you under these Terms.
- 1.15. “Service” means, collectively, use of the Lifx API Service, the Lifx Code, and the Licensed API Content and the Lifx Products.
- 2.1. License Grant. Subject to the terms and conditions of these Terms, Lifx hereby grants to you a limited, personal, non-exclusive, nonsublicenseable, and nontransferable license to:
- a. permit your Applications or Hardware to make calls on the Lifx API Service;
- b. use, reproduce, distribute, and publicly display Licensed API Content delivered to your Applications or Hardware via the Lifx API Service for the benefit of End Users;
- c. solely to the extent Lifx provides you with Lifx 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 License Restrictions. The licenses granted to you in these Terms do not include any right to, and you will not: use the Lifx API Service in any software other than your Applications or Hardware s; ; aggregate any Lifx Content to create databases or other compilations of Lifx Content; share any Lifx Credentials; sell, lease, loan, provide, distribute, or otherwise transfer any portion of the Lifx API Service or any Lifx Content to any third party except for the limited right to distribute the Sample Code and Redistributable Code and use the Licensed API Content 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 Lifx API Service or the Lifx Products except for 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 Lifx API Service in order for you to develop the Application or Hardware for use with the Lifx 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 Lifx API Service or any Lifx Content; use the Lifx 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 Lifx Products; create or develop any application or other software (including the Application or Hardware) that exposes or discloses the Lifx API Service to users of the Application or Hardware; interfere with the normal operation of the Lifx API Service; release or otherwise commercially distribute to third parties any Application or Hardware that is not fully compatible with the Lifx API Service; disable or circumvent any security features of the Lifx Products; or cause or permit any third party to do any of the foregoing.
- 2.4. Availability of the Lifx Products; Support. Lifx will use its commercially reasonable efforts to make the Services available at all times, other than: periods of planned maintenance work conducted by Lifx (and Lifx will use commercially reasonable efforts to provide you advanced notice of such downtime); performance issues caused by factors beyond Lifx’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 Lifx Content may include images or descriptions of Lifx products or URLs that link to third party websites containing images or descriptions of Lifx products. You agree and acknowledge that you may only use such images, including any Lifx logos or other trademarks, in strict adherence with Lifx’s published press guide found here: http://www.lifx.com/pages/press, which may be updated at any time. Your right to use any Lifx content, logos, images or other Intellectual Property Rights may be revoked at any time by Lifx. Your use of any images or descriptions of Lifx products contained in or linked to by the Service is your sole responsibility and subject to applicable laws.
- 2.6. No Warranties. You must not 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 Lifx.
- 2.7. Feedback. If you provide any feedback to Lifx concerning the functionality or performance of the Service (including identifying potential errors and improvements), you hereby assigns to Lifx all right, title, and interest in and to the feedback, and Lifx 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 Lifx. No additional rights whatsoever (including, any implied licenses) are granted to you by implication, estoppel, or otherwise.
- 2.9. Ownership of Lifx 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 Lifx and its licensors, and you hereby assign to Lifx any rights which you may have in or to any of the Service. You will not limit or impair Lifx, 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 subject 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 the 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 Lifx to you pursuant to these Terms, and all Feedback, all Lifx API Service and Lifx Products performance data, and all other information obtained through use or access to the Service.
- 3.1. Updates. Lifx may, in its sole discretion, provide to you replacements, updates, modifications, or bug fixes for the Lifx Code (“Updated Lifx Code”). Each Updated Lifx Code will be deemed part of the Lifx 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. You 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 Lifx Code, if any.
- 3.2. Support. Lifx will use its commercially reasonable efforts to provide you with technical support via phone or email and to resolve any issues that may arise (by providing updates or work-arounds).
4. TERM AND TERMINATION
- 4.1. Term. The term of these Terms will commence on the Effective Date and continue in effect until terminated in accordance with the provisions of these Terms.
- 4.2. Termination. You may terminate these Terms at any time upon 30 days’ prior written notice to Lifx. Lifx may terminate these Terms: immediately upon written notice, if you are in breach of Section 2 or are identified by Lifx as a competitor of Lifx; or immediately, if you assert any claim of patent infringement against Lifx based on patents reading on any portion of the Service. Either party may terminate these Terms if the other party materially breaches these Terms by providing written notice to the breaching party specifying the nature and basis of the breach, with reference to the applicable provisions of these Terms, and the non-breaching party’s intent to terminate the Terms. If the breach is not cured within 30 days of receipt of the written notice by the party in breach, the non-breaching party can exercise its right to terminate with immediate effect by providing a final notice of termination to the breaching party.
- 4.3 Effect of Termination. Upon termination of these Terms for any reason, your licenses under these Terms will end and you will cease all use of the Lifx API Service and all Lifx Content, return or destroy all copies of the Lifx Code and Lifx Content in your possession, and discontinue use and distribution of Applications and Hardware; within 10 days of the termination, you will provide Lifx with a written certification signed by an authorized representative certifying that you have complied with the immediately preceding clause (a); and any and all liabilities accrued prior to the effective date of the termination will survive. 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 Lifx harmless from and against any harms, expenses, damages, and losses (“Losses”) arising out of or in connection with any third party claim related to your use of the Service, the Application or Hardware, or breach of these Terms.
6. LIMITATIONS OF LIABILITY
- 6.1. DISCLAIMER OF WARRANTIES. THE SERVICE AND ALL INTELLECTUAL PROPERTY RIGHTS MADE AVAILABLE OR LICENSED BY LIFX UNDER OR IN CONNECTION WITH THESE TERMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LIFX 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 OF 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 LIFX NOR ITS LICENSORS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES ARISING FROM OR OTHERWISE RELATED TO THESE TERMS, EVEN IF LIFX 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. LIFX’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE FEES PAYABLE BY YOU TO LIFX UNDER THESE TERMS DURING THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO ANY CLAIM.
- 6.3. INDEPENDENT ALLOCATIONS OF RISK. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED TO YOU BY LIFX AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 6.3 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS
- 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 Lifx Code may be subject to United States export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. 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 Lifx Code or your Applications or Hardware.
- 7.3. Governing Law. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of California, U.S.A, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Except as specified in Section 7.5, any action arising out of or in connection with these Terms will be heard in the state or local courts in San Francisco, California, or the federal courts in the Northern District of California, and each party hereby irrevocably consents to the exclusive jurisdiction and venue of these courts.
- 7.4. Equitable Relief. You agree and acknowledge that any breach or threatened breach of these Terms by you would cause irreparable harm to Lifx, and in addition to any other remedies at law or in equity that Lifx may have, Lifx is entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance.
- 7.5. Arbitration. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute as to the interpretation, enforcement, breach, or termination of these Terms will be settled by binding arbitration in San Francisco, California, under the Rules of the American Arbitration Association by three arbitrators appointed in accordance with the Rules. If there is a conflict between the Rules and the terms and conditions of these Terms, the terms and conditions of these Terms will prevail. All other disputes will be resolved by a court specified in Section 7.3. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive from the other party its attorneys' fees and costs incurred in connection with any arbitration.
- 7.6. Assignability. You may not assign your rights, duties, or obligations under these Terms without the Lifx’s prior written consent, which consent will not be unreasonably withheld. Lifx 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 Lifx’s obligations under these Terms. For the purposes of this Section 7.6, 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 a party’s assets or equity securities in one transaction or a series of related transactions. Any assignment in violation of this Section 7.6 is null and void.
- 7.7. 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 Lifx when you accept these Terms. Notices to Lifx may be sent to following address:
Lifi Labs, Inc.
524 Union Street #309
San Francisco, CA 94133, U.S.A.
Either party may change its address for receipt of notice by notice to the other party in accordance with this Section 7.7. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.
- 7.8. 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.
- 7.9. 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.
- 7.10. 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 you under these Terms is found to be illegal, unenforceable, or invalid, the license 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.
- 7.11. 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 terms 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 a 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
- 7.12. 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 you and Lifx by their respective duly authorized representatives.