Developer Terms & Conditions

 

1. Description of Geeny


Geeny is an Alliance that brings together a community of businesses (“Members”) with existing IoT solutions to improve the consumer experience through interoperability and data exchange. Geeny is powered by Telefónica Germany NEXT GmbH (in the following referred to as “Geeny”). This enables consumers to experience a whole new range of functionalities with their existing devices and apps. By joining the Geeny Alliance, businesses can collaborate and share data with other Alliance Members’ things and applications simply and quickly. Participating as an Alliance customer (legal or natural person), enables you to consume data from the Alliance Members. Together we generate new use cases by adding new value to data (“Applications”).
 
These terms apply to Geeny Alliance Members that contribute as Developers and non Alliance Members, (e.g. Alliance Customers) that will only be granted limited use of the services.
 
By registering as a Developer with Geeny, you accept that you have read, understood and comply with the following Terms and Conditions (“Terms”) that govern the creation and usage of an account.

 

2. Definitions

 

Developer: A Developer in the terms of this agreement is an individual that interacts with Geeny to create and manage Thing Type(s), Message Type(s), Things and Applications and to ask for support with regards to the functionalities of Geeny. A Developer can contribute data to Geeny and consume data from Geeny. It can either be a company or merchant that is an Alliance Member or not, a Developer that is part of an Alliance Customer or an individual private Developer acting on his/her own behalf to either contribute or consume data.

 

Thing type: A Thing Type is a class of a device (or other data source) that a user can connect to Geeny. It contains meta information about the data source and a set of resources that tell Geeny what type of data it can send and receive.

 

Things: A Thing is an instance of a Thing Type. It is a tangible object and it can send and/or receive data to/from Geeny.

 

Message type: Connected Things send and receive data in the format of Message Types. A Message Type corresponds with a single form of telemetry that can be published or subscribed to.

 

Application: Applications connected to Geeny can query data from Things and can send commands to Things to perform actions.

 

3. Enrollment

 

3.1 In order to explore, test, evaluate and use the functionalities of Geeny, an account needs to be registered with Geeny. If a person is registering on behalf of an employer or any other entity, he/she represents and warrants that he/she has full legal authority to bind its employer or such entity to this Agreement. The Developer warrants that all data provided is true, complete and accurate. The Developer is responsible and liable for all actions under their account.


3.2 Only those Developers which were directly provided with a link by Geeny are eligible to create an account. Geeny Alliance Members will be provided with such a link in any case. Geeny reserves the right for non Alliance Members to approve or disapprove access to the account creation and the services of Geeny at its sole discretion.


3.3 Enrollment to the Geeny Platform does not entail any obligation or right for the Developer to join the Geeny Alliance.


3.4 Geeny is open to both private and corporate Developers. An individual acting on behalf of a Company needs to disclose its company name, address, and contact details (e-mail). A Developer acting on its own behalf must disclose his name and address. The registered user of the Developer Account will have to select a login name (e-mail) and define a personal password. All the information provided by the Developer must be true and understandable and will be the legal basis for the use of the data provided.


3.5 After registration, Geeny will verify the registration by sending out a confirmation e-mail that has to be verified within seven days by the responsible person of the Developer. Geeny reserves the right to additionally verify the existence of that Developer and the responsible person. After the registration, the Developer is granted access to the functionalities of Geeny. The main access and starting point for these functionalities is the “Dashboard”.

 

4. Services Available to the Developer Provided by Geeny

 

4.1 Geeny allows the Developer to cooperate and contribute to the Community in various ways.: (i) Onboarding of Thing Types, (ii) Connection of Things, (iii) Creation of Applications and (iv) Using the Connect Service. Some of these services require an Alliance Membership. The permission to operate in any of these functionalities as provided by Geeny is subject to Geeny's own discretion.

4.2 The Developer should only onboard Thing Types if he is part of a business that is an Alliance Member already. Exceptions may be granted by Geeny upon their own discretion. The creation of a Thing Type within Geeny enables Developers to share data from their Things with other applications. In order to create a Thing Type, a Developer needs to provide detailed Information to the Thing Type including, but not limited to, a name, description, and documentation. Furthermore, Message Types describe the data that the Thing Type can send and receive. Message Types information such as Name, Descriptions, Media Types, Documentation, DataSamples and Tags need to be added. The Thing Types and Message Types are “private” initially, meaning that they are not visible to other users of Geeny, so that the Developer can check the functionality of the onboarding. Once the status is changed to “public”, access to that information is granted to other Developers. Deleting the Message Type or changing the status back to “private” is not possible.

4.3 The connection of Things enables the Developer to connect his/her devices to his/her Geeny Account. With the manual creation of a Thing, the Developer can understand and test the communication between the Thing and the platform. Two options are provided. The Messages can either be actual messages coming from the Thing that the Developer owns or they can be emulated directly by the Developer through the Emulator.

4.4 The Developer can also register Applications within Geeny. An Application needs to be specified by Name. Applications communicate with Thing Types using Message Types via Geeny. Geeny provides ways to access information on the existing Thing Types and Message Types.

4.5 Geeny provides the service Connect. Connect manages the authorization of the data transmission between a Thing and Geeny as well as the application and Geeny. As an application consumes data of at least one Thing Type that some other Alliance Member developed, Connect manages two authorizations: first, the third party Thing Type is authorized by the consumer to send data to Geeny. Second, the Application needs to request access to the messages the third party Thing for that specific consumer from Geeny. Access to this Service will only be granted upon request and after examination of the Application.

4.6 Geeny does not warrant an uninterrupted supply and transfer of data at any time. Lifesaving functionalities must not be connected.

 

5. Requirements/Obligations of the Developer


5.1 Depending on whether the Developer (i) contributes data to Geeny or is (ii) consuming data from it, the Developer is required to adhere to the following requirements. Any Developer that contributes data to Geeny needs to be a Member of the Geeny Alliance (Data contribution). Furthermore, each Developer can be a customer of the Alliance and consume data from the Thing Types of the Alliance Members, independent from a Membership (Data consumption).

5.2 Data contribution requires a Developer to be part of a business that is also an Alliance Member. Detailed information need to be given as follows

 Fully and correctly enter the required information to publish the ThingTypes and MessageTypes

• Test the functionality of the connection to - Geeny
 Maintain and manage the connection to Geeny
 Provide a token based authentication system


5.3 Data consumption obligations

• Definition and selection of the data that needs to be consumed

• Description of the application
• Proper testing of the application
• Requesting access to the OAuth token – Granting access to the OAuth token will require commercial discussion for that data access
• Trigger Connect Service as part of the Interface that is presented to the Consumer
• Request the Consumer to authorize the flow of Messages from Geeny to the application and transfer the confirmation to Geeny
• Include visibly the Geeny Consumer Terms of Service
• Properly inform the user about the implemented usecase and the actual usage of the obtained user data
• If the obtained data is stored, it must be stored in a safe way according to applicable law
• Must provide a way to the consumer to stop the data exchange (“disconnect”)

 

5.4 The Applications themselves are not provided through Geeny. Full responsibility for the applications and their interfaces lie with the data-consuming party.


5.5 The Services are not limited to certain operating- systems or devices. It's up to the Developer to design any attributed apps, websites or services that shall be published in the Marketplace.

 

5.6 All Services and attributed apps and software, as well as the marketing and any other kind combined with service rendering, have to be compliant with the legal provisions in both Germany as the venue of Telefónica Germany Next GmbH as well as in any other country the Service shall be used by consumers. The use of data shall be strictly limited to the scope of the Services as provided to Geeny in the registration.

 

5.7 We welcome if the Developer provides Geeny with any valuable feedback on bugs and improvements regarding the use of the ecosystem, but cannot warrant any changes based on such submissions.

 

5.8 The Developer shall make the services compatible with Geeny and any IoT devices that the Developer may choose to use. The Developer shall, in cooperation with Geeny, use reasonable efforts to maintain compatibility of the services with future versions of Geeny.

 

5.9 The Developer shall perform quality assurance and other error testing of the services (including any localized versions and all service updates and other deliverables delivered), consistent with industry standards, prior to its delivery of final versions of each to Geeny. The tests shall be documented.

 

5.10 The Developer who is an Alliance Member or an Alliance Customer may distribute the Service which is using the Geeny interface either through its own internet presence or (in case of applications) through common app stores such as Google Play or iTunes. Meeting the distribution requirements of these app stores is within the sole responsibility of the Developer. Geeny takes no responsibility for the acceptance of such Services through such third party's distribution channels. The Developer warrants not to distribute its service through illegal or deceptive download environments and it warrants that any sites or software it uses for its service if free of viruses and harmful content.


5.11 The Developer shall not artificially manipulate the user review system for For example, the Developer may not solicit reviews in exchange for anything of value, with a single exception that the Developer may provide a free Service usage right to bona fide press or reviewers (who may be required to disclose the gift).

 

5.12 The Developer shall not distribute via Geeny, or combine any Geeny generated documentation and/or data with open source or other software that is licensed under terms that purport to bind Geeny to contractual obligations (e.g. the GNU General Public License or lesser general public license), without prior discussion with and separate written agreement with Geeny.

 

5.13 The Developer warrants within the whole development and distribution process, that any of his/her products, services and code is free of third parties' rights and that he/she has the full legal capability to use any program or even parts of code that will be part of its service.

 

6. Licensing

 

6.1 Subject at all times to the Developer's full compliance with these terms, and subject contractual permissions granted to the Developer by Geeny, Geeny grants a nonexclusive, revocable, non-sublicensable, non-transferable license to use the Geeny Ecosystem, the information, documentation, testing environments, scripts, pieces of code and Interface, the Geeny SDK, and the data provided according to the technical documentation provided solely to develop, reproduce, and distribute Developer services. Geeny has no obligation to provide any type of support for the Geeny Platform or the Interface or any services or content related thereto.

 

6.2 The Developer hereby grants a worldwide, royalty-free, revocable, nonexclusive and non-transferable license to Geeny under all rights that are or would be necessary for Geeny to copy, display, and/or modify the Developer services, applications, name(s), logo(s), content, and information scripts, pieces of code and Interface, for the purpose of connecting the Developer service to the Geeny Ecosystem and to the other Geeny users, to develop, reproduce, and distribute the Developer Services and/or promoting the Geeny Platform. However, Geeny has no obligation to use or promote any Developer service.

 

7. Commercial Terms

 

7.1 Free Services: During exploration of Geeny, the services described are initially for free. Geeny does not grant any service level.

 

7.2 To commercially create Thing Types in Geeny, the Developer needs to become an Alliance Member. To distribute services that consume data from Geeny, a commercial negotiation needs to be triggered.

 

8. Liability

 

8.1. In the event of intent or gross negligence, the parties shall have unlimited liability.


8.2 For slight negligence, the liability of the parties shall be limited to contractually foreseeable damages, as far as no essential obligations under this agreement, which are of particular importance for the achievement of the purpose of this agreement (cardinal obligations), are breached.


8.3 Liability for loss of data shall be restricted to the typical efforts needed to restore the data that would have occurred with the regular and reasonable production of backup copies.

 

8.4 Aforementioned restrictions to liability shall not apply if and as far as Geeny is confronted with third-party claims (including but not limited to infringement of third party property rights and damages/penalties for wrongful data usage) due to non-compliance or breach of the agreement by Developer.

 

8.5 In respect to injuries of life, body and health, the parties shall have full liability notwithstanding the aforementioned restrictions to liability.

 

8.6 Any damages caused through reliance on the correctness or completeness of the data provided including damages to body, health and life that were caused due to the reliance of the data are explicitly waived since Geeny does not warrant the exactness and constant correctness of the data provided. The data must not be used by the end consumer for any professional or lifesaving activity.

 

9. Duty to Defend

 

The Developer will defend, indemnify and hold harmless Geeny, as applicable, from and against (including by paying any associated costs, losses, damages or expenses and attorney's' fees) any and all third party claims: (i) alleging that the Service infringes any proprietary or personal right of a third party; (ii) arising from a failure of the service to comply with any legal requirements; (iii) alleging the Developer's breach of this Agreement, (iv) relating to the functionality of, the use of, or the inability to use the Service, including any claims of product liability or misleading advertising; or (v) by any tax authority based on any nonpayment or underpayment of any sales, use, goods and services, value added or other similar tax, including any associated penalties and interest, which the Developer is obligated to pay. Geeny will (A) notify the Developer promptly in writing of the claim; provided, however, a failure to notify you shall not relieve the Developer of any liability that the Developer may have, except to the extent that such failure materially prejudices the Developer's legal rights; and, (B) at the Developer's request, provide the Developer with reasonable assistance in defending the claim. Developer will reimburse Geeny for any reasonable out-of-pocket expenses incurred in providing that assistance. The Developer will not make any settlement or compromise of a claim, or admit or stipulate any fault or liability on a Geeny with respect to any claim covered by this section without Geeny's express, prior written consent.

 

10. Changes to the Services and to the Data Provision Through Geeny

 

10.1 Geeny reserves the right to modify, enhance, further develop, change, add and remove features of the Geeny Ecosystem, the stages or the Geeny Marketplace from time to time particularly where this is customary in the industry, required by applicable law and regulations, or to optimize its services and the platform as such.

 

10.2 Geeny reserves the right at any time to cease the data provision for the use of the Developer's  services for good cause. Such good cause includes, but is not limited to the revocation of the permission to use the IoT generated data by either the IoT data provider, the end customer or by Geeny due to any official order, complaint or any other reasonable ground.

 

10.3 Geeny makes no representations about the existence of the IoT data providers or their readiness and fitness to provide the data or accurate data. Geeny will, however, inform the Developer about such changes in due course as far as this becomes known to Geeny.

 

11. Term and Termination

 

11.1 This Agreement is concluded for an indefinite term and enters into force on the date of confirmed registration in the enrollment process of these terms.

 

11.2 This agreement can be terminated by either party by written notice (e.g. registered mail with return receipt, special courier), two weeks in advance of the end of each calendar month.

 

11.3 Each party may terminate this agreement with immediate effect, by notice given in writing by means of communication ensuring evidence and date of receipt (e.g. registered mail with return receipt, special courier), in case of a substantial breach by the other party of the obligations arising out of this agreement, or in case of exceptional circumstances justifying earlier termination.

 

11.4 Furthermore, the parties agree that the following situations, for example, shall be considered to justify the earlier termination by the other party: Sustained breach of an essential obligation under this agreement by the other party; or Petition in insolvency or composition proceeding have been filed against the other party; the other party has filed a petition in insolvency or composition proceedings; or Infringement of the agreement by the other party so essential that reasonably, it cannot be expected from the terminating party to further adhere to this agreement.

 

11.5 After termination for whatever cause the Developer agrees to return all data and all documentation provided or delete any data or documentation it received from Geeny. No personal related data must be stored on or used by the Developer systems immediately after termination of the Agreement. In case the Developer is subject to a partly suspension of Services from Geeny, e.g. if the delivery of data from a certain IoT provider is stopped or if an end consumer has waived its consent for data usage and processing no matter if before the IoT provider, Geeny or the Developer, the Developer must also cease to use any of such data and has the obligation to delete any data attributed to the end consumer.

 

12. Data Protection and Safety

 

12.1 The data acquired from Geeny stems partly from third-party providers that provide data generated by these third parties' IoT devices. The data generated by these IoT devices and aggregated by Geeny that shall be used for the Developer service will be offered and displayed in the enrollment process. Even though there will be no direct contractual relationship to these third party IoT providers, the Developer agrees to comply with the terms of use, given by the providers, which were selected for the service. It is the Developer's duty to be familiar with these rules. The Developer shall ensure that its service and the use of the data complies with all relevant privacy and security laws, rules, and regulations.

 

12.2 The Developer must have a user Agreement and privacy policy that is reasonably consistent with these terms and the privacy policies provided by the IoT providers in charge. These terms are available at the websites of these providers.

 

12.3 In order to collect, maintain, share, store, and/or use user data, the Developer must obtain the informed consent of each consumer, and the Developer's user Agreement and privacy policy shall be made available for a consumer’s review before the consumer registers for the use of the Developer service. The user Agreement and privacy policy shall at a minimum disclose the Developer's practices regarding user data and the following:

• What data you collect

• How you use, store, and/or share the data
• Any additional parties you share data with
• How users may opt-out of your use, storage, and/or sharing of the data, where applicable
• Your data retention policy
• How a user can delete or request that you delete their data
• What happens to data collected after a user disables their account with you or revokes your application’s access to their user data

 

12.4 The Developer agrees to use measures to maintain the security of any user data collected in connection with any services offered. The Developer shall properly configure its service, systems and software with security measures that ensure the secure operation and storage of user data. These security measures shall at a minimum include an information security management system as outlined in ISO/IEC 27001 (http://www.iso.org/iso/iso27001)


12.5 The Developer's infrastructure shall be robust and free from common security issues as set out by the OWASP Top Ten (https://www.owasp.org/index.php/Category:OWASP_Top_Ten_Project). The principles of the Developer's security policy shall be implemented into the design of the service.

 

12.6 The Developer shall use industry standard security (such as TLS) when transmitting any consumer data. No data must be transmitted in clear plain text. The requirements about the technical and organizational measures as required by EU privacy law must be met at any time.

 

12.7 The Developer shall procure for the required reporting duties as well as for its service designed according to the privacy by design principles as set forth in the European Data Protection Guideline and well as for data portability and reporting duties. Any third parties involved in the processing of data acquired through Geeny must be instructed according to the legal provisions and the provisions of these terms and conditions.

 

12.8 The Developer will ensure proper authentication controls.

 

12.9 The Developer will engage third parties to perform periodic technical security assessments of its service and infrastructure.

 

12.10 Security updates and patches shall be applied by Developer in a timely manner. The Developer agrees to promptly notify Geeny of any known or suspected security breach or deficiency of data provided by Geeny, particularly of any known or suspected security breach or deficiency of user data that has been collected, maintained, processed, shared, stored, or used, in relation to the purpose of the service.

 

12.11 The Developer agrees to cooperate with Geeny and if necessary with the IoT device providers to correct any known or suspected security breach or deficiency.

 

12.12 Use of the Geeny platform and data may be subject to restrictions on rate limit, use cases, and method calls. The Developer will not circumvent or exceed any rate limitations. If Geeny believes that the Developer has unreasonably exceeded rate limits or has attempted to circumvent the rate limit or authentication systems, its ability to utilize the Geeny data interface may be temporarily suspended or permanently revoked. Geeny reserves the right to also partly suspend the provision with data acquired from certain IoT providers if ordered so by these companies.

 

12.13 The Developer is responsible for complying with any request by a user to remove content or data. Neither the IoT data provider nor Geeny is responsible for removing IoT data that has been stored on third-party services or Developer owned services.

 

12.14 Except as expressly authorized by Geeny, the Developer will not attempt or encourage others to:

 

12.15 reverse-engineer, disrupt, circumvent, decompile, disassemble, translate, or otherwise interfere with the Geeny platform or the data provided by third party IoT providers;

 

12.16 copy or modify the Geeny data interface;

 

12.17 scrape the Geeny platform;

 

12.18 e-sell, re-license, or syndicate access, without authorization, to the Geeny interface or the IoT data to third parties;

 

12.19 export Geeny- or IoT device data for the purpose of account migration, service duplication, and/or reverse-engineering the data

 

12.20 except for as foreseen by EU data protection regulation in terms of data portability;

 

12.21 The Developer shall not render IoT data acquired through Geeny within another product without complying with the display guidelines outlined below

• use the Geeny interface or the IoT data for purposes of injecting and/or publishing known bad, harmful, and/or discriminatory data into the Platform
• use or access the Geeny interface for the purpose of monitoring the performance or functionality of the platform or for any other benchmarking or competitive purposes including the platforms provided by the IoT data providers
• obfuscate or hide the IoT Data and/or the Geeny interface
• create user accounts on the IoT provider's web applications for the purpose of load testing
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted
• use the Geeny interface and data provided to design or develop anything other than Developer services
• use Geeny’s, Telefónica's or any IoT data provider's name or trademarks as part of the Developer 's name or the name of any service or application the Developer offers or in any manner that creates a false sense of endorsement or sponsorship by any of the parties named above
• use the Geeny interface or the acquired data in an application or service that directly or indirectly promotes criminal activity, illicit drug use, or violates any applicable federal or state law
• use the Geeny interface or the IoT data in any inappropriate manner
• upload or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to • interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment
• interfere with or disrupt servers or other computer systems
• distribute, sell, lease, rent, lend, transfer, or sublicense any part of the Geeny platform, including but not limited to the IoT data, the Geeny and IoT provider’s API, and any related services or content, to any third party except as included within and necessary to distribute the service
• access or attempt to access any Geeny or IoT provider's server, computer system, service or content except as expressly authorized by Geeny. If the Developer's service causes any technical stress to the Geeny platform or the platform of the IoT data providers, Geeny may disable the Developer’s access


These rules apply as a general guidance regarding the proper use of the Geeny interface and the IoT data. The Developer is obligated to read and implement ANY further rules as given by the IoT providers as its own responsibility. Not meeting the requirements of the individual IoT providers used will allow Geeny to suspend the Service without warning and make the Developer liable in case Geeny gets sued for incompliance by the Developer.

 

13. Changes to these Standard Terms

 

13.1 Geeny reserves the right to amend these Terms & Conditions from time to time to cover changes to its services as, for example, the adding or removing of certain features or to adjust these Terms & Conditions and the services to changes in applicable law and regulations and to adjust the obligations of the parties accordingly. Geeny will inform the Developer in writing either via email or by posting changes in the platform at least two weeks in advance of (a) such changes, (b) of the publisher’s right to object such changes and (c) of the fact that unless the publisher objects, such updated T&Cs will become effective upon expiry of the two-week notice period.

 

13.2 The foregoing only applies to changes that are not material to the agreement i.e. that they do not affect the parties’ rights and obligations in a way that the original understanding between the parties is more than just insignificantly affected.

 

13.3 If the Developer objects to a proposed change of these Terms & Conditions, the then agreed version of the Terms & Conditions will remain in effect. However, either party will be entitled to terminate the agreement with two weeks’ notice.

 

14. Notices

 

All notices shall be in writing and addressed to the party to be served at the respective addresses or email addresses set forth in the preamble of this agreement.

 

15. Amendments and Waiver

 

Any term or provision of this agreement may be amended, and the observance of any term of this agreement may be waived, only in the form of a non-electronic record referencing this agreement and signed by the parties hereto.

 

16. Force Majeure

 

Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to circumstances beyond the party’s reasonable control such as for example earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labour strike, lockout, boycott or other similar events.

 

17. Severability

 

If any provision of this agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.

 

18. Assignment

 

Neither party may assign or transfer this agreement or any obligation hereunder without the prior written approval of the other party, except that, upon written notice, Geeny may assign or transfer to an entity within its group of affiliated companies or to an entity acquiring all or substantially all assets of that party, whether by acquisition of assets or shares, or by merger or consolidation. Any assignment in violation of this Section shall be void. Subject to the foregoing, this agreement shall be binding upon and insure to the benefit of the successors and assigns of the parties.

 

19. Governing Law

 

The parties agree that this agreement, and any disputes arising out of or related to this agreement, shall be governed by, construed, and enforced in all respects in accordance with the laws of Germany. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement. For all disputes arising out of or related to this agreement, the parties submit to the exclusive subject matter jurisdiction, personal jurisdiction and venue of the courts of Munich (Landgerichtsbezirk I), Germany.


Telefónica Germany Next GmbH V2.0, April 2018