API License Agreement
Updated: April 29, 2014
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THIS "AGREEMENT") FOR THE USE OF THE ACCOMPANYING APPLICATION PROGRAMMING INTERFACE AND ASSOCIATED ELECTRONIC DOCUMENTATION (COLLECTIVELY, "API"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM "YOU" OR "YOUR" WILL REFER TO SUCH ENTITY. BY USING THE API, YOU FURTHER REPRESENT THAT YOU OR YOUR CUSTOMERS ARE, FOR THE ENTIRE DURATION THAT YOU USE THE API, USERS OF ENPHASE ENERGY, INC.’S ("ENPHASE ENERGY," "WE," "US" OR "OUR") "ENLIGHTEN" SERVICE ("ENLIGHTEN SERVICE") FOR THE SYSTEMS (AS DEFINED IN SECTION 1 BELOW). IF YOU DO NOT HAVE SUCH AUTHORITY, OR YOU OR YOUR CUSTOMERS ARE NOT USERS OF THE ENLIGHTEN SERVICE, OR YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, YOU SHOULD CLICK ON THE "CANCEL" BUTTON TO DISCONTINUE THE DOWNLOAD OF THE API.
You own, operate or manage solar installations that include microinverters that are manufactured by or for Enphase Energy or are approved in writing by Enphase Energy (such solar installations, "Systems"). You have an application or service for billing or other internal business purposes ("Your Application") and wish to collect, using the API with the Enlighten Service, certain data (including personally identifiable information) output by or regarding such Systems (collectively, "Data"). Enphase Energy wishes to license the API to you, and you accept such license, for use with Your Application, subject to the terms and conditions of this Agreement.
2. License Grant; Restrictions
2.1 License Grant
Subject to the terms and conditions of this Agreement, we grant you a limited, non-exclusive, and non-transferable (except in conjunction with a permitted assignment by you of this Agreement under Section 11.5) license, during the term of this Agreement, to execute and use the API with Your Application but solely for your internal business purposes and in accordance with this Section. The foregoing license is limited to your use of the API with Your Application solely: (a) for the duration that you are a party to and bound by the terms set forth at http://www2.enphase.com/terms/ ("Terms") and are not in material breach of any of the terms or conditions contained therein; (b) you do not owe Enphase Energy any monies pursuant to this Agreement, the Terms or any other agreement with Enphase Energy; and (c) for those specific Systems: (i) you have identified in writing to us and we have accepted in writing; and (ii) for which you continue to have all of the rights, you represent and warrant that you have accepted the Terms. You may sublicense the license granted in this Section to a third party contractor, provided that; (1) you enter into a binding written agreement with such third party contractor requiring such third party contractor to: (y) exercise such sublicense solely for the purpose of developing Your Application for your benefit as described above; and (z) comply with the terms of this Agreement (including the restrictions described in Section 2.2); and (2) any non-compliance by such third party contractor with the terms of this Agreement will be deemed a breach by you of this Agreement.
You acknowledge that the API is valuable proprietary intellectual property of Enphase Energy. Accordingly, you agree not to: (a) license, sell, rent, assign or transfer (except in conjunction with a permitted assignment by you of this Agreement under Section 11.5), or make the API available to any third party (except to any third party contractor pursuant to a permitted sublicense grant by you under Section 2.1 or to any third party assignee pursuant to a permitted assignment by you of this Agreement under Section 11.5), or otherwise commercially exploit the API; (b) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the API; (c) use the API in order to build a product or service that replicates or attempts to replace the customer’s user experience of the Enlighten Service; (d) use the API in a manner that adversely impacts the stability of our servers or adversely impacts the behavior of other applications using the API; (e) use the API for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate this Agreement; (f) use our name to endorse or promote any product, including Your Application, or (g) use the Data accessed through the API for any purpose other than in compliance with all applicable laws (including privacy laws). You will preserve all copyright and other proprietary rights notices in the API and all copies made thereof.
3. Branding; Trademark License
As a condition of your license to use the API, you agree to include the Enphase Energy marks and branding specified in http://www2.enphase.com/legal-information/, "Enphase Energy, Inc. Trademark Usage Guidelines" (collectively, the "Enphase Energy Marks") in the user interface of Your Application and the user documentation therefor, in compliance with the size, location and other specifications set forth in http://www2.enphase.com/legal-information/, "Enphase Energy, Inc. Trademark Usage Guidelines" ("Branding Specifications"). Subject to the terms and conditions of this Agreement, Enphase Energy grants you a non-exclusive, non-transferable (except in conjunction with a permitted assignment by you of this Agreement under Section 11.5), revocable, royalty-free license (without the right to grant sublicenses) to incorporate and display the Enphase Energy Marks, in accordance with the Branding Specifications, in the user interface of Your Application and the user documentation therefor. You agree to state in appropriate places in the user interface of Your Application that the Enphase Energy Marks are trademarks of Enphase Energy and to include the symbol ™ or ® as appropriate. Enphase Energy grants no rights in the Enphase Energy Marks other than those expressly granted in this Section. You acknowledge Enphase Energy’s exclusive ownership of the Enphase Energy Marks. You agree not to take any action inconsistent with such ownership and to cooperate, at our request and expense, in any action which we deem necessary or desirable to establish or preserve our exclusive rights in and to the Enphase Energy Marks. You will not adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the Enphase Energy Marks or in such a way as to create combination marks with the Enphase Energy Marks. You will provide us with samples of Your Application and any other materials that contain the Enphase Energy Marks prior to their public use, distribution, or display for our quality assurance purposes and will obtain our written approval before such use, distribution, or display. At our request, you will modify or discontinue any use of the Enphase Energy Marks.
You own all rights, title and interest (including all intellectual property rights) in and to Your Application. Nothing in this Agreement is intended to restrict your rights to distribute, sell, or otherwise exploit Your Application. We own all rights, title, and interest (including all intellectual property rights) in and to the API and any and all modifications and derivative works thereof. Except for the licenses granted in Sections 2.1 and 3, we do not grant you any right, title or interest under this Agreement in any intellectual property owned or licensed by us, including the API and our trademarks. There are no implied licenses in this Agreement.
5. Support; Uptime
While Enphase Energy makes no promises to uptime performance, it will endeavor to have the API available for greater than 99.0% of the time during any particular calendar quarter ("Uptime"). Uptime excludes time when: (a) Enphase Energy has a planned site outage for any reason, including, outages for maintenance and upgrades; (b) a particular System is unavailable due to any reason, including, a non-functioning Envoy or reporting inverter, lack of internet connection or electrical power, or any other Force Majeure event that negatively impacts a System.
6. Fees; Payment
The license fees for the API will be set forth on http://developer.enphase.com, and may be changed from time to time.
7. Suspension; Term and Termination
7.1 Suspension of Use
You may suspend your use of the API at any time. We may suspend access to the API at any time for any reason. We may change, suspend or discontinue any aspect of your access to the API at any time without notice or liability to you. We may also impose limits on certain features and services or restrict your access to part or all of the API or our Website without notice or liability to you. We may release subsequent versions of the API and require you to use the most recent version. Your continued use of the API after such a release will be deemed your acceptance of such modifications.
7.2 Term and Termination
The term of this Agreement begins and the licenses granted hereunder are effective on the date you download the API and will continue unless and until this Agreement is terminated by either party pursuant to this Section. You may terminate this Agreement at any time, with or without cause, upon written notice to us by sending either an email to email@example.com with your name and the subject "TERMINATION OF API LICENSE" or a letter by United States mail to: Enphase Energy, Inc., 1420 N. McDowell Blvd., Petaluma CA 94954, Attention: Legal Counsel or to such other address as we may specify by posting the new address on our Website. We may terminate this Agreement at any time, with or without cause, upon written notice to you by sending you an e-mail to the address that you provided for your Enlighten Service account, provided that if the e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of such termination.
7.3 Effect of Termination
Upon any termination, the licenses granted hereunder will terminate and you will immediately destroy any copies of the API in your possession and all payment obligations (if any) will be immediately due and payable to us. The following terms of this Agreement will survive any termination of this Agreement: 2.2, 4, 6, 7.3, 8, 9, 10 and 11.
THE API IS PROVIDED "AS IS" AND WE EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE, AND NON-INFRINGEMENT. WE DO NOT REPRESENT, WARRANT OR MAKE ANY REPRESENTATION, WARRANTY OR CONDITION THAT THE API IS FREE OF INACCURACIES, ERRORS, OR INTERRUPTIONS, OR IS RELIABLE, ACCURATE, OR COMPLETE. YOUR USE OF THE API IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE API INCLUDING, FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE API, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF YOUR DOWNLOAD OF THE API.
9. Limitation of Liability
WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL OR RELIANCE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOST REVENUES AND LOST BUSINESS OPPORTUNITIES, ARISING FROM OR RELATED TO THIS AGREEMENT OR THE API, WHETHER IN CONTRACT OR TORT OR OTHERWISE. IN ANY EVENT, OUR TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT AND THE API WILL NOT EXCEED THE FEES PAID BY YOU UNDER THIS AGREEMENT.
To the maximum extent permitted by applicable law, you agree to defend, hold harmless and indemnify Enphase Energy and its directors, officers, employees and agents from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including attorneys’ fees) brought by any third party arising from or in any way related to Your Application or your breach of this Agreement.
11. General Terms
11.1 Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles that would require the application of the law of a different state. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Northern District of California or in state court in Santa Clara County, California and each party irrevocably submits to the jurisdiction and venue of any such court, except that Enphase Energy may seek relief in any court of competent jurisdiction to protect or enforce its intellectual property and proprietary rights.
Injunctive Relief. All rights and remedies of Enphase Energy, under this Agreement, in law or at equity, are cumulative and may be exercised concurrently or separately. The exercise of one remedy will not be an election of that remedy to the exclusion of other remedies. You acknowledge that any actual or threatened breach of Section 2, 3 or 4 will constitute immediate, irreparable harm to us for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.
11.3 Attorneys Fees
In the event of litigation between the parties arising out of or related to this Agreement, the prevailing party will be entitled to recover its attorneys’ fees and costs incurred.
11.4 Relationship Between the Parties
The parties are independent contractors and nothing in this Agreement will be construed as creating a partnership or joint venture of any kind and neither party will have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
You may not assign this Agreement, in whole or in part, without our prior written consent. Any assignment in violation of this Section will be null and void. We may freely assign this Agreement.
11.6 Force Majeure
Except for any payment obligations, neither party will be liable to the other for failure to fulfill obligations hereunder if such failure is due to causes beyond its reasonable control, including acts of nature, earthquake, fire, flood, embargo, catastrophe, sabotage, utility or transmission failures, governmental prohibitions or regulations, national emergencies, insurrections, riots or wars, or viruses which did not result from the acts or omissions of such party, its employees or agents, strikes, work stoppages or other labor difficulties, or outages of any network.
11.7 Export Laws
You will comply with applicable export laws and regulations of the United States with respect to the API and any technical data received under this Agreement.
This Agreement is subject to occasional revision, and if Enphase Energy makes any substantial changes to this Agreement, we will notify you by prominently posting notice of the changes on our Website or sending you an e-mail to the address that you provided for your Enlighten Service account. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you or thirty (30) calendar days following our posting of notice of the changes on our Website. These changes will be effective immediately for new licensees of the API. If you do not agree to the changes, you must cease your use of the API. By using the API, you agree to be bound by any such changes and, therefore, you should periodically visit our Website to examine the then-current Agreement. Please note that at all times you are responsible for updating any e-mail address that you have provided to us for your Enlighten Service account. If the e-mail address you have provided to us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement cancels and supersedes any and all prior proposals (oral and written), understandings, representations, conditions, warranties, covenants and other communications between the parties, which relate to the subject matter of this Agreement. Except as otherwise provided in Section 11.8, this Agreement may only be amended by a written instrument signed by both parties. If this Agreement is translated into any other language, the English language version hereof will govern. The titles, headings and subheadings used throughout this Agreement are intended solely for convenience of reference and do not form a part of the terms of this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, void or unenforceable, such provision will be construed so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of this Agreement; and if such provision will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof will not in any way be affected or impaired thereby. A party’s waiver of any breach of this Agreement by the other party will not constitute a waiver of any rights or any subsequent breach of the same or different provision thereof. To be enforceable, a waiver must be in writing signed by a duly authorized representative of the waiving party. Except as expressly set forth in this Agreement, nothing in this Agreement is intended or will be construed to confer upon or give to any third party any rights or remedies under or by reason of this Agreement. As used in this Agreement, the word "including" means "including but not limited to."
Questions or Concerns
If you have any questions or concerns regarding this Agreement, please contact us at firstname.lastname@example.org. Copyright (c) 2015 Enphase Energy, Inc. All rights reserved.