The subject matter of this Agreement is the use of the lexoffice application programming interface and its associated documentation (hereinafter referred to as API). The Licensee agrees to these Licence Terms and Conditions by using or downloading the API.
The Licensor reserves the right to update and modify these API Terms and Conditions or the documents incorporated by reference in these API Terms and Conditions at any time. The current version of these API Terms and Conditions is published at https://www.lexoffice.de/api-terms-license-agreement. The Licensor may amend these API Terms and Conditions by publishing a new version. The use of the API, i.e. operation of the API by transferring data to lexoffice, after such a change constitutes the acceptance of these changes.
The Licensee is granted a non-exclusive, non-transferable and revocable right to use the API. The Licensee may use the API to develop its own software / online services (API applications) that can be connected to lexoffice.
The Licensee is not permitted to:
- copy, transfer, sell, sublicense or otherwise make the API available to a third party. This shall apply to both commercial and non-commercial purposes;
- use the API in such a way that this enables the Licensee or a third party to use lexoffice in a way that is not covered by the respective Terms and Conditions of Licence or Use.
- alter, adapt, combine, modify, translate, decompile, disassemble or create derivative works of all or any part of the API or lexoffice other than to the extent permitted by law without the prior written consent of the Licensor. Remove any copyright or trademark notices or other proprietary notices contained in the API or lexoffice.
The Licensee acknowledges that ownership of the rights, intellectual property in and to the API and lexoffice, including all copies, rests with the Licensor.
The Licensor has the right to update, modify, suspend or discontinue the API at any time. The Licensor may, at his discretion, terminate this Agreement and the use of the API at any time. If the Licensor decides to terminate the use of the API, he shall provide 180 days‘ notice to the Licensee.
The Licensor will continue to develop and update the API to improve (or remove) existing functionality and add additional functionality as necessary. The Licensee is responsible for maintaining and updating his API application as required. For changes to the API that are not downward compatible (breaking changes), the Licensor shall ensure parallel operation of the old version for 180 calendar days. During this time, the Licensee may switch to the new API or stop using it.
II. Rights and Obligations of the Licensee
The Licensee may develop his own API application and connect it to lexoffice subject to the following terms and conditions. Before passing on to third parties and also later during ongoing operation, he must ensure that
- his API application is always sufficiently tested and corresponds to the current state of the art;
- it is made clear to each user of his API application that the API application belongs to the Licensee and that he is neither an agent nor an authorised representative of the Licensor;
- it is made clear to each user of his API application that no legal relationship, contractual or otherwise, exists between that user and the Licensor and that the Licensor is not responsible for the API application or any other licensed material of the Licensee;
- the Licensee does not use or allow any third party to use any trade mark, trade name, badge, logo, symbol or slogan (whether registered or not) now or hereafter owned by the Licensor or any other company in the Haufe Group without the prior consent of the Licensor.
The Licensee shall hold harmless and indemnify the Licensor against all losses, liabilities and costs (including reasonable attorneys‘ fees) arising out of any claim, suit or action based on the Licensee’s breach (or alleged breach) of this Agreement or any part thereof or otherwise relating to his website(s), API application or use of the API. The Licensee shall be solely responsible for defending any action with the assistance of mutually agreed legal counsel, subject to the Licensor’s right to participate with counsel of his choice. The Licensee shall not publicly disclose any action or agree to any settlement imposing any obligation or liability on the Licensor without the Licensor’s prior written consent, which shall be given at the Licensor’s sole discretion. The same applies to claims against the Licensor by third parties for copyright infringements of the API application.
To the fullest extent permitted by law, the Licensee hereby waives and releases any and all claims against the Licensor and his subsidiaries, affiliates, officers, agents, licensors, co-branding partners or other partners and employees of the Licensor for any and all claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys‘ fees) of any kind arising in any way out of or in connection with his API application and the API.
III. API Partner Page
The Licensor may, but is not obligated to, refer to the Licensee’s API application or related documentation on the Licensor’s API Partner Page. The Licensee shall make such materials available to the Licensor if the Licensor reasonably requests them. This includes, without limitation, text, images, graphics, icon buttons, web links and marketing materials relating to the API application. The Licensor may take over or remove the displayed materials at any time at his sole discretion.
The Licensor may, at his discretion, make his trademark and related materials for lexoffice available to the Licensee for the promotion of his API application. The use of the trade mark in connection with the Licensee’s materials must nevertheless in individual cases be confirmed by the Licensor. The Licensee shall immediately cease using the trademark and related materials at the Licensor’s request.
IV. Data protection, prohibited acts and platform use
The Licensee is prohibited from soliciting API keys from other licensees. Should the Licensor determine that an API key has been compromised, the Licensor reserves the right to reset or revoke the key.
The Licensee undertakes not to facilitate or encourage the publication of private or confidential information.
The Licensee’s API application must clearly identify its purpose, functions, access permissions or other requirements. The Licensee shall not request or receive any personal or confidential information from customers outside the provided API (e.g. password), nor make any changes to the user’s system that are not directly required for the functioning of the API application.
The Licensor reserves the right to limit the number of accepted “calls” of the API (rate limiting) if he is of the opinion that the number of calls from an API application has a negative impact on the lexoffice service.
V. Developments of the Licensor
The Licensee agrees that the Licensor may create his own application content and other products or services that compete with or are similar to the Licensee’s API application. Nothing in these Licence Terms and Conditions shall be construed as limiting or preventing the Licensor from creating or using such applications, content and other products or services. The Licensee further agrees that in such cases no obligation of the Licensor shall arise towards him, financial or otherwise.
The Licensor may display personal information about developers, requests from users or potential users for handling or other purposes as he deems necessary for attribution purposes.
The API is currently provided free of charge. However, the Licensor reserves the right to charge for the use of the API in the future. The Licensor shall grant 180 days‘ notice in respect to the charging of fees, if applicable.
VII. Disclaimer of Warranty
The API is provided on an “as is” and “as available” basis without warranty of any kind, either express or implied. The Licensor expressly disclaims all warranties and guarantees, including the implied warranties of merchantability and fitness for a particular purpose.
Warranty in respect of ordinary use, fitness for a particular purpose, availability, security, title and non-infringement of third-party rights.
The Licensor does not warrant that the API is free from inaccuracies, errors, bugs or interruptions or that it is reliable, flawless, complete or otherwise valid. The Licensor does not guarantee that
- the API meets the requirements of the Licensee,
- lexoffice is available without interruption,
- the results from the use of lexoffice are correct or reliable,
- The Licensor does not guarantee that the quality of the products, services, information or other materials,
received by the Licensee through the API will meet the Licensee’s expectations or that errors in the API will be corrected.
Use of the API is at own discretion and risk. The Licensee is solely responsible for any damage resulting from the use of the API, including damage to his system or loss of data.
VIII. Limitation of Liability
The Licensor excludes all liability to the extent permitted by law for indirect or incidental damages, consequential damages, lost profits, quantifiable pecuniary loss arising out of or in connection with the use of the API, whether such damages are due to breach of contract, breach of warranty or tort (including without limitation negligence and product liability), or for any other pecuniary loss regardless of whether the Licensor was made aware of the possibility of such damages or not.
This limitation of liability does not apply to intent or gross negligence or to damages resulting from injury to life, limb or health.
These Licence Terms and Conditions shall take effect upon first use of the API and shall remain in effect until terminated by either party. The parties may terminate the Licence Agreement by giving 180 days‘ written notice to the end of the calendar year, email being sufficient. The Licensor may terminate this Agreement at any time if the Licensee breaches any provision of these Licence Terms.
X. Final provisions
In the event that one of the licence conditions become ineffective, the parties must replace it immediately by way of supplementary agreement with such an agreement that comes closest to the economic result of the ineffective provision. In case of doubt, the invalid provision shall be deemed replaced by such an agreement. The validity of the remaining Licence Terms and Conditions shall remain unaffected.
No ancillary agreements were made. Amendments and supplements to these provisions must be made in text form to be legally effective. The electronic form (email) is sufficient. This shall also apply to the amendment of the text form requirement.
The applicability of any general terms and conditions of the Licensee is hereby expressly excluded.
German law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction for all disputes is Freiburg im Breisgau.
As of May 2019