AbraOS Partner API License Agreement

This API LICENSE AGREEMENT (the "Agreement") is entered into and made between:  

(1) Fell Technology AS, Reg. No.912 282 554, Bragernes Torg 2, 3017 Drammen, Norway ("Abra").  

(2)  Third Party Entity or Person with access to and using the Abra Partner API ("API User"), and

Abra and the API User are hereinafter jointly referred to as the "Parties" and each a "Party".  

1. Background

1.1. The purpose of this Agreement is to establish the terms and conditions under which the API User will integrate its API User’s Platform (defined below) with the Abra Platform (defined below).

2. Definitions and interpretations

3. Licensed API

3.1. Subject to the terms and conditions of this Agreement, Abra hereby grants the API User a non-exclusive, non-transferable license without the right to sublicense, to use the Abra Partner API within the Territory, solely within the API User’s Field of Business as defined in this Agreement. The license shall be irrevocable during the term of this Agreement except in the event of a material breach by the API User of the terms of this Agreement.

3.2. This license permits the API User to enable the API User’s Platform to interact with the Abra Platform, allowing interoperability between the respective systems. The sole purpose of this license is to enable the API User’s End-users to control and manage Abra products through the API User's Platform in accordance with industry standards for smart home integration.

3.3. The license granted under this Agreement is royalty-free. The API User shall not be required to pay any royalties, fees, or other compensation to Abra for the use of the Abra Partner API.

3.4. The API User agrees that it shall not:

1. Use the Abra Partner API for any purpose other than as expressly permitted under this Agreement.
2. Modify, adapt, or create derivative works of the Abra Partner API without Abra's prior written consent.
3. Reverse engineer, decompile, or disassemble the Abra Partner API, except to the extent expressly permitted by applicable law.
4. The API User shall not charge End-users for the compatibility between the Abra Platform and the API User's Platform.

3.5. The API User will not incorporate, combine, or distribute any Abra Partner API with Third Party Software, nor use Third Party Software in developmentthat would make the Abra Partner API accessible to third parties or subject the Abra Partner API to Third Party Software license obligations, without Abra’s express prior written consent. Notwithstanding the foregoing, the API User may use standard Third Party Software (including MIT, Apache 2.0, BSD, and similar permissive licenses) in its development without prior written consent from Abra, provided that: (i) such use does not expose or make the Abra Partner API accessible to third parties; (ii) the API User ensures full compliance with all applicable license terms; and (iii) such use does not subject the Abra Partner API to any Third Party Software license obligationsor restrictions.

4. Approval process and timeline

4.1. Prior to the deployment of any integration between the API User's and Abra’s Platforms, the API User must obtain written approval from Abra.

4.2. The API User shall, upon Abra's request, submit relevant documentation, which may include technical specifications, integration plans, and testing results, to Abra for review. Abra will evaluate the submission to ensure compliance with its standards and requirements. Abra may request additional information or modifications to the integration to meet its standards.

4.3. No formal certifications are required for the approval of the integration. The approval process is based solely on Abra's internal review and assessment of the integration's compliance with its standards.

4.4. The API User agrees to maintain the integration in compliance with Abra's standards throughout the term of this Agreement. Any significant changes to the integration must be submitted to Abra for re-approval.

5. Intellectual Property Rights

5.1. Abra retains all rights, title, and interest in and to its Intellectual Property Rights and the API User acknowledges that it does not acquire any ownership rights through this Agreement. All pre-existing Intellectual Property Rights and know-how of the API User shall remain the API User's sole property and are not assigned retroactively under this Agreement. With respect to any modifications, enhancements, or derivative works created by the API User based on Abra Partner API , the API User hereby assigns to Abra all rights, title, and interest in such modifications, enhancements, or derivative works , while retaining a perpetual, royalty-free right to exploit its own enhancements. The API User shall promptly disclose any such modifications or derivative works to Abra and provide all necessary assistance to secure Abra's ownership rights.

5.2. The API User shall promptly notify Abra of any actual or suspected infringement of Abra Intellectual Property Rights. Abra reserves the right to take any legal action it deems necessary to protect its intellectual property rights, and the API User agrees to cooperate fully in any such action.

5.3. The API User agrees that any use of Abra's trademarks, trade names, or logos must comply with Abra's specified brand guidelines (available on the website https://felltechbrand.imageshop.no/). The API User shall not use Abra's trademarks in any manner that could harm the reputation or goodwill associated with Abra. Any use of Abra's trademarks or name must be pre-approved in writing by Abra.

5.4. The API User is expressly prohibited from (i) registering or attempting to register any of Abra’s trademarks or other Intellectual Property Rights, (ii) registering Abra’s trademarks as a domain name or part of a domain name, (iii) using any other trademark together with Abra’s trademarks without having first obtained Abra’s written consent, (iv) obscuring, removing or replacing Abra’s trademarks on the products, packaging or related documentation, (v) using Abra’s trademarks in its own company name or otherwise act as if it is the owner of Abra’s trademarks, or (vi) presenting itself as being or representing Abra or as the manufacturer or producer of the products or platform.

5.5. If the API User uses Abra’s trademarks in violation of this Agreement, the API User shall, in addition to any other remedies available to Abra, immediately on receipt of a notice from Abra cease any and all use of Abra’s trademarks, as requested.

5.6. Abra shall have the sole right to take legal action in the event of an infringement of Abra’s Intellectual Property Rights. If Abra chooses to take such action to protect or defend its Intellectual Property Rights, the API User shall, at its own expense, assist Abra to a reasonable extent.

5.7. Each Party shall indemnify, save and hold the other Party harmless from any loss, damage or costs, including but not limited to reasonable legal fees, arising out of or in connection with any third party claim alleging infringement of any Intellectual Property Rights due to that Party's marketing under this Agreement.

6. Quality Assurance and Compliance

6.1. The API User agrees to comply with all applicable laws, regulations, and industry standards in the development, integration, and deployment of the integration with the Abra Partner API. This includes, but is not limited to, compliance with cybersecurity standards, IT security frameworks, data protection regulations, and any other relevant regulatory requirements.

6.2. The API User shall implement and maintain a robust quality assurance program and cybersecurity framework to ensure that its API User Platform meets the highest standards of quality, reliability, and security. This program shall include regular testing, monitoring, vulnerability assessments, penetration testing, and validation processes to identify and address any defects, security vulnerabilities,  or issues in a timely manner.

6.3. Prior to deployment, the API User shall conduct thorough testing and validation of the integration to ensure compatibility, performance, and security with Abra's API.

6.4. The API User commits to continuous improvement of its API User Platform, including the integration with Abra's API. The API User shall regularly review and update its quality assurance and cybersecurity processes to incorporate best practices and address any emerging issues or threats.

6.5. Abra reserves the right to conduct audits and inspections of the API User's facilities, processes, security controls, and documentation to verify compliance with this Agreement no more than once per contract year and with at least thirty (30) days' advance written notice. The API User agrees to provide Abra with reasonable access and cooperation during such audits and inspections. Abra shall bear its own costs in connection with such audits and inspections. The API User may anonymise or segregate sensitive data not relevant to the audit to the extent such actions do not impede Abra's ability to verify compliance with this Agreement.

6.6. Abra may update, modify, or change the Abra Partner API at its sole discretion. For updates that alter existing functionality of the Partner API, Abra shall provide the API User with at least ninety (90) days' written notice before such changes take effect. However, Abra may implement continuous updates without prior notice to ensure operational stability, security compliance, or quality improvements, including but not limited to bug fixes, which Abra may be legally obligated to perform. If the API User fails to implement required updates within thirty (30) days after the changes take effect, Abra shall notify the API User of such non-compliance and provide an additional thirty (30) day grace period for implementation. If the API User fails to implement the required updates within this grace period, Abra may deactivate the API User's access to the API until the necessary updates have been implemented.Notwithstanding the foregoing, Abra reserves the right to temporarily block the API User's access to the Partner API without prior notice if the API User's use affects the operational stability or security of the Partner API.

6.7. The API User shall promptly notify Abra of any cybersecurity incidents, data breaches, or IT security events that may affect the security, integrity, or availability of the integration with Abra's Platform. Such notification shall be made within 24 hours of discovery and include details of the incident, potential impact, and remediation steps being taken. In the event that the API User fails to comply with the standards and requirements set forth in this Agreement, including cybersecurity and IT incident management requirements, Abra may, at its discretion, require the API User to take corrective actions. Failure to address non-compliance issues may result in the termination of this Agreement.

6.8. The API User shall promptly report to Abra any issues, defects, security vulnerabilities, or non-compliance related to the integration with Abra's Platform.

7. PROCESSING OF PERSONAL DATA

7.1. The Parties shall process personal data in accordance with the GDPR and other applicable data protection legislation. The Parties shall furthermore establish which Party is the controller for each new processing of personal data in connection with this Agreement.

7.2. If a Party processes personal data on behalf of the other Party in connection with this Agreement, the Parties agree to enter into a data processing agreement in accordance with the GDPR and other applicable data protection legislation and otherwise on reasonable terms.

7.3. If the Parties are jointly responsible for any personal data in connection to this Agreement, the Parties undertake to enter into an agreement and to establish their respective responsibilities for fulfilling its obligations under the GDPR and other applicable data protection legislation.

7.4. It is noted that Abra's privacy policies are available at www.Abra.com or by request to Abra via e-mail to info@Abra.com. The API User undertakes to inform its employees and other representatives about this if their personal data will be processed by Abra in connection with this Agreement.

8. CONFIDENTIALITY

8.1. The Parties shall not without prior written authorization from the other Party disclose or use, for any other purpose than the due performance of this Agreement, any information disclosed between the Parties as a consequence of the execution of this Agreement (“Confidential Information”). In respect to this Agreement, “Confidential Information” shall be deemed to include this Agreement as well as any and all information regarding either Party’s business operations whether such information is disclosed orally, in writing, by digital transfer or by any other means and regardless of whether it is designated as confidential by the releasing Party or not.

8.2. The confidentiality undertakings set forth in this Section 8 shall, however, not apply to any Confidential Information that:

1. The Receiving Party can evidence to be publicly available without any breach of this confidentiality undertaking;
2. The Receiving Party can evidence to have been in the possession of the receiving Party without restrictions on disclosure prior to receiving it from the other Party;
3. The Receiving Party lawfully receives from a third party without restrictions on disclosure, or
4. The Receiving Party is required to disclose as a consequence of mandatory law, final order from an authority of competent jurisdiction or other regulatory or stock market requirements, but shall in such case endeavor to consult with the other Party prior to such disclosure.

8.3. Upon request by the Disclosing Party or upon termination or expiry of this Agreement, the Receiving Party undertakes to return and/or destroy, as requested, any materials containing Confidential Information, as well as any copies of such information. If such Confidential Information and/or copies thereof cannot be returned, the Receiving Party undertakes to destroy it.

8.4. The Parties shall ensure that Confidential Information is disclosed only to such employees, officers or advisors of the Receiving Party that require such information and that are bound to confidentiality undertakings no less strict than those of this Agreement.

8.5. This Section 8 shall survive any termination or expiration of this Agreement for a period of 3 years following termination or expiration, as applicable. Upon termination or expiration of this Agreement, the Receiving Party shall not disclose, use, or make available any of the Disclosing Party's trade secrets to any third party. The obligation to protect the Disclosing Party's trade secrets shall survive the termination or expiration of this Agreement and shall continue for as long as such information remains a trade secret under applicable law.

9.          INDEMNIFICATION AND LIABILITY

9.1. The API User agrees to indemnify, defend, and hold harmless Abra, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

1. The API User's breach of any representation, warranty, or obligation under this Agreement.
2. The API User's negligence or willful misconduct.
3. Any claim that the API User's Platform infringes upon or misappropriates any intellectual property rights of a third party, but only to the extent that such infringement or misappropriation arises from the API User's own acts or omissions.

9.2. Abra agrees to indemnify, defend, and hold harmless the API User, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

1. Abra's breach of any representation, warranty, or obligation under this Agreement.
2. Abra's negligence or willful misconduct.
3. Any claim that Abra's Platform infringes upon or misappropriates any intellectual property rights of a third party, but only to the extent that such infringement or misappropriation arises from Abra's own acts or omissions.

9.3. The indemnified party shall promptly notify the indemnifying party of any claim for which indemnification is sought. The indemnifying party shall have the right to control the defense and settlement of such claim, provided that the indemnified party may participate in the defense at its own expense. The indemnifying party shall not settle any claim without the indemnified party's prior written consent, which shall not be unreasonably withheld.

9.4. To the maximum extent permitted by applicable law, neither party shall be liable to the other party for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, data, or use, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

9.5. The limitations and exclusions of liability set forth in this section shall not apply

1. Liability arising from a party's gross negligence or willful misconduct.
2. Liability for death or personal injury caused by a party's negligence.
3. Any other liability that cannot be excluded or limited by applicable law.

10. FORCE MAJEURE

10.1. Neither Party shall be entitled to bring a legal claim against the other Party for a failure to fulfill its obligations under the Agreement if such performance has been made materially more difficult as a result of an event such as strikes or other labor disputes, riots and insurrections, war, accidents, fire, pandemics, act or decision of civil or military authorities, embargoes, lack or inability to obtain export permits or approvals necessary, extensive disruptions of the operations of the Party or a sub-contractor or any other event which is beyond the Party’s reasonable control which has a material effect on the Party’s performance under the Agreement and which the Party could not have foreseen or whose detrimental effect such Party could not reasonably have avoided.

10.2. A Party shall without undue delay inform the other Party in writing of such an event of force majeure. The other Party shall otherwise not be prohibited from bringing a legal claim against the first Party based on such an event of force majeure.

10.3. If the Agreement cannot be performed within a reasonable period of time, each Party shall be entitled to terminate the Agreement in writing to the extent that its performance has been rendered difficult by such an event of force majeure.

11. ENTIRE AGREEMENT

11.1. This Agreement (with its appendices) expressly replaces and supersedes any and all other agreements, oral or written, between the Parties hereto with respect to the subject matter hereof.

12. ASSIGNMENT

12.1. No Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party. Abra shall however have the right to assign the rights and obligations under this Agreement to any wholly-owned subsidiary.

13. AMENDMENTS

13.1. This Agreement may only be amended, changed, or modified by an instrument in writing duly executed by the Parties.

14. NO WAIVER

14.1. The failure of a Party to insist on adherence to any term of this Agreement shall not be considered a waiver of any right, nor shall it deprive that Party of the right thereafter to insist on the adherence to that term or any other terms of the Agreement.

15. TERM AND TERMINATION

15.1. This Agreement shall enter into force on the last date signed below or the API User gains access to the ABra Partner API (the “Effective Date”) and shall thereafter remain in force for an initial period of one (1) year from the Effective Date (the "Initial Term”). Thereafter, the Agreement shall be automatically prolonged 1 calendar year at a time unless terminated by either Party by giving 3 months' notice prior to the end of any calendar year or the Initial Term.

15.2. Each Party shall have the right to terminate this Agreement with immediate effect if:

1. the other Party by any act or omission commits a material breach (or several breaches that jointly may be deemed material) of this Agreement; or
2. the other Party becomes insolvent or starts negotiations about a composition with its creditors or a petition in bankruptcy is filed by or against it or it makes an assignment for the benefit of its creditors, enters into voluntary or involuntary liquidation, has a receiver appointed over all or parts of its assets or it becomes evident that the other Party is, or will be, unable to perform its obligations under this Agreement.

15.3. In order to be valid, notice of termination must be made in writing.

15.4. Sections  8 and 17, shall survive and remain in full force and effect regardless of any termination of this Agreement.

16. NOTICES

16.1. All notices and other communication between the Parties shall be made by courier, registered mail or e-mail to the respective Party at the address set out in the list of Parties above or to such other address as notified in accordance with this section. Notwithstanding the foregoing, notice may always be duly made to a Party’s last known public address.

16.2. Such notice or communication shall be deemed to have been received:

1. if made by courier, at the time the notice is left at the address given in this Agreement or given to the addressee;
2. if made by registered mail, on the third (3rd) business day after posting; or
3. if made by e-mail, at the day it was sent, if the recipient notifies the receipt of the email.

17. GOVERNING LAW AND DISPUTES

17.1. This Agreement shall be governed by the substantive law of Norway without prejudice to its conflict of laws principles.

17.2. Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, breach or termination, shall be finally settled by arbitration in accordance with the Norwegian Arbitration Act of 14 May 2004 No. 25. The arbitral tribunal shall consist of one (1) arbitrator, unless the Parties agree otherwise. The seat and venue of the arbitration shall be Oslo, Norway, and the arbitration shall be conducted in the English language, unless the Parties agree to use Norwegian. The arbitral award shall be final and binding on the Parties, and judgment upon the award may be entered in any court of competent jurisdiction.

17.3. Each Party agrees that all arbitral proceedings shall be kept strictly confidential.

17.4. Notwithstanding the foregoing, each Party shall be entitled to bring legal proceedings in a court of general jurisdiction concerning the payment of undisputed amounts due under this Agreement.

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This Agreement, including any schedules and appendices hereto, has been prepared and executed digitally through Addo/Scrive. Each Party acknowledges that the digital execution of this Agreement using Addo/Scrive is valid and binding, and that the digital signatures provided via Addo/Scrive shall have the same legal effect as handwritten signatures. For the avoidance of doubt, this clause shall apply equally where the API User is granted access to or uses the Abra Partner API pursuant to the terms of this Agreement. Identical digital counterparts provided to the Parties via Addo/Scrive shall each be considered original counterparts for all legal purposes.