DOTT PARTNER API – TERMS OF USE

These Application Programming Interface terms of use (“Terms of Use”), govern your access to and use of the Dott application programming interface and any documentation or other materials made available to you by Dott, including, without limitation, any Updates (collectively “API”) provided to you by emTransit B.V. its subsidiaries and affiliates (collectively “Dott”). By accessing the API you agree to be bound by these Terms of Use.

BY ACCESSING OR USING THE API YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS OF USE; AND (C) ACCEPT THESE TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM.

In these Terms of Use, you and Dott are each referred to as a “Party” and collectively the “Parties”

1. License.

(a) License Grant. Subject to the terms and conditions set forth in these Terms of Use, Dott hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of these Terms of Use to: (i) use the API solely for the purposes of internally developing applications to interact with the API (the “Applications”); and (ii) display Dott’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to these Terms of Use (“Dott Marks”) in compliance with usage guidelines Dott may specify from time to time solely in connection with the use of the API and the Applications and not in connection with the advertising, promotion, distribution, or sale of any other products or services. If you use the API as an interface or in conjunction with Dott’s Products, then the Dott’s terms and conditions applicable to Dott’s products and services available via the API (“Dott Products”) shall also apply to your end users.

(b) Use Restrictions. You shall not use the API or any Dott Mark for any purposes beyond the scope of the license granted in these Terms of Use. You shall not use the API or any Dott Mark in any manner that does or could potentially undermine the security of the API or any data or information stored or transmitted using the API. Without limiting the foregoing and except as expressly set forth in these Terms of Use, you shall not at any time, and shall not permit others to: (i) copy, modify, or create derivative works of the API, in whole or in part; (ii) obtain any commercial or financial benefit from the API or the data provided by the API, including, renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transfering, or otherwise making available the API or any data provided by the API; (iii) disable or modify any features, functionality or security controls of the API, nor defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the API, or reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part; (iv) remove any proprietary notices from the API; (v) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) combine or integrate the API with any software, technology, services, or materials not authorized by Dott; (vii) design or permit the Applications to disable, override, or otherwise interfere with any Dott-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (viii) use the API in any of the Applications to replicate or attempt to replace the user experience of the Dott Product; (ix) improperly use the API, including creating Internet “links” to any part of the API, “framing” or “mirroring” any part of the API on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the API; (x) attempt to cloak, conceal or mask the your identity or the identity of the Applications when requesting authorization to use or accessing the API; or (xi) use the databases or the individual data you access via the API for any purpose other than to connect to the Dott Product including, competitive analysis, benchmarking or aggregation of such data with competitors of Dott.

(c) Reservation of Rights. Dott reserves all rights not expressly granted to you in these Terms of Use. Except for the limited rights and licenses expressly granted under these Terms of Use, nothing in these Terms of Use grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the API.

2. Your Responsibilities.

(a) You are responsible and liable for all uses of the API resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms of Use. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of your end users in connection with the Application and their use of the API, if any. Any act or omission by your end user that would constitute a breach of these Terms of Use if taken by you will be deemed a breach of these Terms of Use by you. You shall take reasonable efforts to make all of your end users aware of these Terms of Use’s provisions as applicable to such end user’s use of the API, and shall cause end users to comply with such provisions.

(b) You must obtain a security key (“API Key”) through a registration process communicated by Dott, to use and access the API. You may not share the API Key with any third party (including by embedding the API Key in open source projects), must keep the API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. The API Key may be revoked at any time by Dott.

(c) You shall comply with these Terms of Use, all applicable laws, rules, and regulations, and all guidelines, standards, and any additional requirements that may be communicated to you by Dott from time to time. You shall monitor the use of the Applications for any activity that violates applicable laws, rules, and regulations or any of these Terms of Use, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of the Applications from further use of the Applications. You are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of the Applications.

(d) You will use commercially reasonable efforts to safeguard the API and Dott Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify Dott if you become aware of any infringement of any intellectual property rights in the API or Dott Marks and will fully cooperate with Dott, in any legal action taken by Dott to enforce Dott’s intellectual property rights.

(e) All use by you of the Dott Marks, if any, will comply with any usage guidelines that Dott may specify from time to time. You agree that your use of the Dott Marks in connection with these Terms of Use will not create any right, title, or interest in or to the Dott Marks in favor of yourself and all goodwill associated with the use of the Dott Marks will inure to the benefit of Dott.

3. No Support/Support; Updates.

(a) No Support. These Terms of Use do not entitle you to any support for the API.

(b) Updates. During the Term, Dott shall provide you, at no additional charge, all Updates, each of which are a part of the API and are subject to these Terms of Use. You acknowledge that Dott may require you obtain and use the most recent version of the API. Updates may adversely affect how the Applications communicate with the API. You are required to make any changes to the Applications that are required for integration as a result of such Update at your sole cost and expense. “Updates” means any updates, bug fixes, patches, or other error corrections to the API that Dott generally makes available free of charge to all licensees of the API.

4. No Fee/Fees and Payment.

(a) No Fees. You acknowledge and agree that no license fees or other payments will be due under these Terms of Use in exchange for the rights granted hereunder. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.

(b) Taxes. All Fees and other amounts payable by you under these Terms of Use are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on Dott’s income.

5. Confidential Information. From time to time during the Term, Dott may disclose or make available to you information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). You shall only use such Confidential Information for the purposes set out in these Terms of Use and shall not disclose such Confidential Information to any person or entity, except your employees who have a need to know the Confidential Information in order for you to exercise your rights or perform its obligations hereunder. Notwithstanding the foregoing, you may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that you shall first give written notice to Dott and made a reasonable effort to obtain a protective order.

6. Collection and Use of Information. Dott may collect certain information through the API about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through the API, you consents to all actions taken by Dott with respect to your information in compliance with the then-current version of Dott’s privacy policy and data protection requirements available at: www.ridedott.com/privacy.

The data provided to you via the API shall not include any Personal Data (as defined in the General Data Protection Regulation 2016/679). Should the Parties determine that any access to Personal Data is provided via the API, you agree that you will conclude a data processing agreement with Dott in the form and manner prescribed by Dott.

7. Intellectual Property Ownership; Feedback. You acknowledges that, as between you and Dott, (a) Dott owns all right, title, and interest, including all intellectual property rights, in and to the API, and the Dott Products, and the Dott Marks, and (b) you owns all right, title, and interest, including all intellectual property rights, in and to the Applications, excluding the aforementioned rights in Section 7(a). If you or any of your employees, contractors, and agents sends or transmits any communications or materials to Dott by mail, email, telephone, or otherwise, suggesting or recommending changes to the API, and the Dott Products, or the Dott Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (”Feedback”), all such Feedback is and will be treated as non-confidential. You hereby assigns to Dott on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and Dott is free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Dott is not required to use any Feedback.

8. Disclaimer of Warranties. THE API AND DOTT MARKS ARE PROVIDED “AS IS” AND DOTT SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DOTT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DOTT MAKES NO WARRANTY OF ANY KIND THAT THE API OR DOTT MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

9. Indemnification. You agrees to indemnify, defend, and hold harmless Dott and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to (a) your use or misuse of the API or Dott Marks, (b) your breach of these Terms of Use, and (c) the Applications, including any end user’s use thereof. In the event Dott seeks indemnification or defense from you under this provision, Dott will promptly notify you in writing of the claim(s) brought against Dott for which Dott seeks indemnification or defense. Dott reserves the right, at Dott’s option and in Dott’s sole discretion, to assume full control of the defense of claims with legal counsel of Dott’s choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by Dott or bind Dott in any manner, without Dott’s prior written consent. In the event Dott assumes control of the defense of such claim, Dott will not settle any such claim requiring payment from you without your prior written approval.

10. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL DOTT BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY EUROS WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN 1 MONTH AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

11. Term and Termination.

(a) Term. These Terms of Use shall apply from the date you first access the API and shall remain in force for as long as you continue to access or use the API, until terminated pursuant to Section 11(b) below.

(b) Termination. (i) Dott may immediately terminate or suspend these Terms of Use, any rights granted herein, and your licenses under these Terms of Use, in Dott’s sole discretion at any time and for any reason, by providing notice to you or revoking access to the API. These Terms of Use will terminate immediately and automatically without any notice if you violate any of these Terms of Use.

(ii) You may terminate these Terms of Use for convenience for any reason or no reason upon 90 days prior written notice to Dott/at any time by ceasing your access to and use of the API and Dott Marks.

(iii) Either Party may terminate these Terms of Use, effective on written notice to the other Party, if the other Party materially breaches these Terms of Use, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach.

(iii) Either Party may terminate these Terms of Use, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Effect of Expiration or Termination. Upon expiration or termination of these Terms of Use for any reason all licenses and rights granted to you under these Terms of Use will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the API,the Dott Marks, Confidential Information and any other Dott intellectual property.

(d) Survival. Any terms that by their nature are intended to continue beyond the termination or expiration of these Terms of Use will survive termination.

12. Miscellaneous.

These Terms of Use are governed by the laws of the Netherlands, without regard to conflicts of law principles, and all claims arising out of or relating to these Terms of Use will be brought exclusively in the courts of Amsterdam, the Netherlands, and you consent to jurisdiction in those courts. You may not assign any of the rights or obligations under these Terms of Use, by operation of law or otherwise, without the prior written consent of Dott. Any attempted assignment in violation of this paragraph is void. Dott may exercise its rights herein in its sole discretion and without prior notice. These Terms of Use constitute the entire agreement between the Parties with respect to the subject matter and supersede and merge all prior proposals, understandings and contemporaneous communications. Any delay by Dott in enforcing any of its rights under these Terms of Use, including with regard to your non-compliance, shall not constitute a waiver of Dott’s rights to future enforcement of its rights under these Terms of Use. If any provision of these Terms of Use are determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be restated and enforced to the maximum extent permissible and the remaining provisions of these Terms of Use will remain in full force and effect.