Porsche Developer Portal

Last revised on [09302020]

Welcome to the Porsche Developer Portal, a portal operated by Porsche Sales & Marketplace GmbH, Porscheplatz 1, 70435 Stuttgart, Germany, ("Porsche") under https://developer.porsche.com (the “Developer Portal”).

1. Scope

1.1. With the Developer Portal, Porsche provides You a platform to provide and/or access application programming interfaces (“APIs“) which allow for the retrieval of certain materials via the APIs (the “Materials”) and to integrate the APIs into proprietary software and/or applications (“API Clients”).

1.2. These terms and conditions (“Developer Portal Terms”) govern exclusively the contractual relationship between you or the entity that you are representing (the “User“ or “You”) and Porsche for a use of the Developer Portal. By visiting the Developer Portal or registering as a user, You agree to comply with these Developer Portal Terms and that the Developer Portal Terms control Your relationship with Porsche. You are advised to read the Developer Portal Terms carefully. You acknowledge that Porsche operates the Developer Portal for businesses only and does not accept a use of the Developer Portal by consumers within the meaning of Section 13 of the German Civil Code (“BGB”).

1.3. By agreeing to these Developer Portal Terms, You certify that as an individual You are lawfully able and have the capacity to enter into contracts. If you agree to these Developer Portal Terms on behalf of an entity, You certify that such entity is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized or incorporated and that You have the necessary authority, permission or power of attorney to bind that entity.

1.4. Any other provisions than these Developer Portal Terms, in particular any general terms and conditions of a User, shall only be applicable to Porsche if and to the extent Porsche has explicitly approved such general terms and conditions in writing.

2. Account Registration

2.1. In order to use the Developer Portal, the APIs and the Materials, You have to register an account under https://developer.porsche.com (“Account”).

2.2. For registering an Account, You must provide an e-mail address and select a password as well as – if You register an Account on behalf of an entity - a company name (“Registration Data”). All Registration Data provided to Porsche must be complete, correct and up-to-date. If there is a potential conflict of interest (e.g. an affiliation with a competitor of Porsche), You are obligated to inform Porsche thereof prior to submitting Registration Data.

2.3. By submitting Registration Data, You make Porsche an offer to conclude a contract for the use of the Developer Portal based on these Developer Portal Terms. After submitting the Registration Data, Porsche will validate these for completeness and plausibility and decide whether to accept Your offer. The decision whether to accept an offer shall be in Porsche’s sole discretion and Porsche may reject Account registration requests without providing any reasons. Upon receiving an e-mail confirmation from Porsche, a contract for the use the Developer Portal shall be established based on these Developer Portal Terms (“Contract”).

3. Use of the Account

3.1. Only successfully registered Users are entitled to login to the Developer Portal under their Account. Each User is responsible for all activities performed under its Account.

3.2. You are not entitled to share, sell or sub-license the use of Your Account with or to other individuals or entities and You are not entitled to register multiple Accounts. You are obligated to store the Registration Data for your Account carefully and keep it confidential at all times. You must safeguard that these are protected from unauthorized access and not disclosed or published to other persons. If you have knowledge or reason to believe that the confidentiality of the Registration Data for Your Account have been impaired or access to Your Account is possible by other means, You are under the obligation to notify Porsche without undue delay.

3.3. You are responsible for keeping the Registration Data up-to-date on a continuous basis and to correct it immediately in case the data changes. Porsche may request Account password changes from time to time. Porsche may suspend access to the Developer Portal in accordance with Section 10 until such an Account password change has been carried out.

4. User Duties

4.1. You agree to comply, at Your own expense, with all local, state, regional, national, foreign, international or other laws, policies, guidelines, standards, regulations, ordinances, rules, orders and judgments applicable to You, Your business, Your use of the Developer Portal, all applicable privacy and data protection regulations, and all applicable trade restrictions (all of the foregoing, collectively, “Laws”). You shall not use the Developer Portal in any manner, or in furtherance of any activity, that may cause Porsche to be in breach of applicable Laws or subject to investigation, prosecution, or legal action.

4.2. You are prohibited from performing the following actions:

a) using the Developer Portal to promote or operate illegal activities, including any applications with racist, xenophobic, violent, pornographic, immoral or inhumane contents;

b) using any robot, spider, scraper, or other similar automated data collection or extraction tools, program, algorithm or methodology to search, access, acquire, copy or monitor any portion of the Developer Portal;

c) performing any activities which could harm, damage, disturb or otherwise impede the operation of the Developer Portal as well as other Porsche systems, infrastructure or applications, including by way of posting, transmitting or implementing any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features;

d) attempting to probe, scan or test the vulnerability of the Developer Portal (including by way of creating undue load, detrimentally interfering with, surreptitiously intercepting, or expropriating any system, data, or communication stored or transmitted therewith) with the goal to harm or gain illegal access to the Developer Portal or breach or impair or circumvent any security or authentication measures protecting the Developer Portal;

e) attempting to decipher, decompile, disassemble, or reverse-engineer or otherwise attempting to discover or determine the source code of any software or any proprietary algorithm used, comprising or in any way making up a part of the Developer Portal; or

f) framing or mirroring the Developer Portal, masking Your identity, or copying, sub-licensing, leasing, selling, transforming, or redesigning the Developer Portal either in full or in part.

4.3. If you legally detect any weak spots, vulnerabilities or IT security issues of the Developer Portal, You will notify Porsche without undue delay.

4.4. You are responsible to provide support services to end users in relation to the Developer Portal. Porsche does not provide any support services for the Developer Portal, unless there is a separate agreement with You or the end user governing such support.

5. API Usage Rights

5.1. Porsche as well as its licensors own all rights, title, interest or claim in and to the Developer Portal as well as all related technology and intellectual property rights.

5.2. During the term of the Contract, Porsche grants to You the limited, non-exclusive, non-sublicensable, revocable and non-transferable right to access the Developer Portal and – if applicable – to provide APIs and Materials on the Developer Portal, all strictly in accordance with the terms and conditions of these Developer Portal Terms.

5.3. Beyond the scope of the limited license explicitly granted under this Section 5, You shall have no rights, title, interest or claim in and to the Developer Portal as well as all related technology and intellectual property rights.

5.4. You are not permitted to remove any notices and/or marks included in or on the Developer Portal that refer to confidentiality, copyrights, trademark rights, patent rights and other intellectual property or other rights. Porsche and its licensors own all right, title and interest in and to any and all of these rights included in or on the Developer Portal.

5.5. If Porsche makes available updates, upgrades, modifications, extensions or new versions of the Developer Portal during the term of the Contract or thereafter, this Section 5 shall also apply to these.

6. Monitoring and API Clients

6.1. Porsche may monitor Your usage of the Developer Portal, the APIs and/or the Materials for quality assessment and improvement as well as security purposes.

6.2. Additionally, Porsche may access the API Client that You use in connection with the Developer Portal if

(i) this is required to identify security issues or

(ii) to verify Your compliance with these Developer Portal Terms in case Porsche has justified cause to suspect a non-compliance.

7. No Provision of APIs and/or Materials

7.1. You acknowledge that any APIs and/or Materials that may be found on the Developer Portal are not provided to You by Porsche under these Developer Portal Terms and not governed by the Contract.

7.2. Any APIs and/or Materials are provided to You by the respective API and/or Material provider as identified on the Developer Portal (the “API Provider”) and are subject to the terms and conditions set by the respective API Provider for use of the APIs and/or Materials (the “API Terms”). You should carefully read the API Terms. Prior to accessing the APIs and/or Materials, You need to accept the API Terms.

8. Fees and Modifications

8.1. The Developer Portal is provided to You for free.

8.2. To that end, Porsche reserves the right to change, adjust, or modify the Developer Portal, its functionalities, the APIs, the Materials and/or these Terms of Use at any time and without prior notice, provided that the general scope of the Developer Portal as set out in Section 1.1 is not adversely affected.

8.3. Porsche, however, reserves the right to publish later versions of the Developer Portal, the APIs and/or the Materials which are only accessible upon payment of certain charges. Porsche will inform Users thereof reasonably in advance.

9. Term and Termination

9.1. The term of the Contract begins with Your receipt of a confirmation e-mail as described in Section 2.3 and runs for an indefinite period of time, until terminated by You or Porsche.

9.2. You may terminate the Contract at any time for any reason and request deletion of your Account at Porsche’s contact details set forth in Section 16.1.

9.3. Porsche may terminate the Contract at any time for any reason upon providing one (1) month notice to You. Porsche’s right to suspend Your Account pursuant to Section 10 remains unaffected.

9.4. Either party may terminate the Contract for cause without notice being required.

9.5. Upon termination,

a) the Developer Portal will no longer be accessible to You; and

b) the limited rights to use the Developer Portal, as described in Section 5 end.

10. Suspension

10.1. Porsche may suspend Your access to the Developer Portal, if Porsche reasonably determines that

a) Your use of the Developer Portal

i. poses a security risk to the Developer Portal and/or any third party;

ii. may adversely impact the Developer Portal;

iii. infringes any applicable law or any third party right;

iv. may subject Porsche, Porsche’s affiliates, or any third party to liability, or

v. may be fraudulent.

b) You are in breach of these Developer Portal Terms.

10.2. Porsche will notify You about the suspension by sending a notice to the e-mail address provided as part of the Registration Data prior to the suspension, unless Porsche reasonably determines that due to the seriousness and urgency of the matter Porsche needs to act immediately and is unable to provide prior notice (in which case the notification will be provided as soon as reasonably possible thereafter). If the problem giving rise to the suspension affects API Provider(s), Porsche may inform such affected API Provider(s) and enable a direct communication between You and the API Provider(s). The suspension shall be revoked as soon as You have resolved the problem giving rise to the suspension.

10.3. Porsche’s right to suspend Your access to the Developer Portal is in addition to Porsche’s right to terminate the Contract pursuant to Section 9 and other remedies that Porsche may have under the applicable law.

11. No Warranties

11.1. You are responsible for

a) ensuring that your computer systems meet all relevant technical specifications necessary to use of the Developer Portal; and

b) implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy Your particular requirements for the accuracy of data input and output.

11.2. To the extent permitted by law, Porsche provides the Developer Portal "as is" without accepting any warranties regarding the quality, functions, reliability, availability, security, the ability to satisfy Your needs or requirements; to that end, Porsche disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose or non-infringement. Porsche does not guarantee flawlessness nor that existing or occurring errors will be corrected.

12. Limitation of Liability

12.1. Porsche shall be liable for damages – irrespective of the legal basis for liability – if Porsche has acted intentionally or with gross negligence. In cases of simple or slight negligence, Porsche shall – subject to more lenient standards of liability pursuant to statutory law (e.g. diligence exercised for own matters, diligentia quam in suis) – only be liable

a) in case of damages resulting from death, injury to health or physical injury; or

b) if such negligence results in the breach of an essential contractual duty (Kardinalpflicht, a duty which itself is a necessary prerequisite for the contractual performance or a duty the breach of which jeopardizes the purpose of the Contract and upon fulfilment of which You could legitimately rely), in which case Porsche’s liability shall be limited to typical damages which are foreseeable at the time of the conclusion of the Contract.

12.2. The exclusions and limitations of liability in Section 12.1 shall also apply for damages caused by persons for which Porsche assumes liability pursuant to statutory law. The exclusions and limitations of liability in Section 12.1 shall not apply in cases where Porsche has maliciously failed to disclose a defect or where the laws on product liability impose overriding liabilities which cannot be excluded.

12.3. The Parties exclude a strict liability of Porsche regardless of fault pursuant to Section 536a BGB which shall not apply.

13. Indemnification

13.1. You are obligated to indemnify, defend and hold harmless Porsche, at Your own expense, from and against all third-party claims or actions, as well as resulting losses, damages, costs, expenses or other liabilities, related to

a) using the Developer Portal in a manner which infringes or violates third-party rights;

b) any breach of these Developer Portal Terms;

c) any infringement of applicable Laws; or

d) any violation of applicable export and re-export control laws and sanctions regulations.

13.2. Porsche will promptly notify You of the claim, leave full authority and control over the defense of the claim to You (to the extent possible under applicable law) and provide You with all reasonable support in the defense of the claim.

14. Data Privacy

14.1. The parties agree to comply with the provisions of applicable data protection laws and bind their employees engaged in connection with the Contract to data privacy and confidentiality in accordance with the applicable laws.

14.2. Porsche’s processing of personal data in relation to Developer Portal and/or the Materials is described in the Developer Portal Privacy Policy https://developer.porsche.com/privacy-policy.

15. Confidentiality

15.1. You agree to keep strictly confidential all Confidential Information that becomes known to You in relation to the Contract and Your use of the Developer Portal. You agree to only use such Confidential Information for the contractually agreed purposes and not to disclose, distribute or disseminate the Confidential Information or use it for Your own benefit or the benefit of others, or for any purpose except in connection with Your exercise of Your rights and Your performance of Your obligations under the Contract.

15.2. "Confidential Information" for the purpose of these Developer Portal Terms shall mean information, documents, details and data, which are marked as confidential or which should reasonably be understood to be confidential given the nature of the information. In particular, You agree to treat as Confidential Information any non-public information regarding the content, availability, performance or functionality of the Developer Portal.

15.3. If You become aware that Confidential Information is or will be requested by a public authority, then You shall – to the extent permissible under applicable laws – inform Porsche thereof without undue delay and before the Confidential Information is supplied to the public authority.

15.4. The rights and obligations under this Section 15 shall not be affected by the termination of the Contract or suspension of an Account.

16. Miscellaneous

16.1. Porsche may contact You via the e-mail address provided as part of the Registration Data or by way of notifications in the Developer Portal. You may contact Porsche per e-mail (salesandmarketplace@porsche.com) or per post (Porsche Sales & Marketplace GmbH, Porscheplatz 1, 70435 Stuttgart, Germany).

16.2. You shall not be entitled to assign or transfer the Contract or any part thereof to any third party without Porsche’s prior written consent.

16.3. If any provision of the Contract or its application to any person or circumstance is found to be invalid or unenforceable, then the validity of the remainder of the Contract or the application of such remainder to other persons or circumstances shall not be affected thereby. However, if any provision or application thereof is invalid and/or unenforceable, then such provision shall be deemed substituted by a valid, suitable and equitable provision or application which comes closest in meaning and economic purpose to the intent and purposes of the invalid and/or unenforceable provision or application and the parties shall make any declaration necessary for that purpose without undue delay. The same applies if there is any gap in the Contract.

16.4. The Contract shall be governed by and construed in accordance with the Laws of the Federal Republic of Germany. For any dispute or claim arising out of or in connection with the Contract and/or the use of the Developer Portal (including non-contractual disputes or claims), the place of jurisdiction shall be Stuttgart, Germany. Porsche shall, however, at its own discretion, also have the right to take You to any other competent court.