Withings developer software agreement
For Withings digital Health APIs
Please read this Withings Developer Software Agreement carefully before
accessing, downloading or using any part of the Withings API Software for
Withings digital health products and Services. By accessing, downloading,
installing, using or clicking on the "Accept" button while registering,
downloading, installing and/or using the Software, You agree to the
terms and conditions of this Agreement.
Please note that this Agreement is structured in two sections: (i)
general terms that apply to most Withings developer software distributions;
and (ii) additional terms and conditions applicable to certain parts of
the Software or related content, services, additions and extensions that
are specific to the particular Software provided. Please ensure to
review the entirety of the terms provided as important restrictions
relevant to your use of the Software are often included as additional
terms.
General terms
1. Acceptance
This Withings Developer Software Agreement (the “Agreement”) governs Your
use of the Software (as defined below) and these terms and conditions
constitute an agreement between You (either an individual or an entity)
and Withings Ltd. including its affiliates and suppliers
(collectively “Withings”) defining the rights and responsibilities of You
and Withings with respect to the Software.
There may be additional terms and conditions specific to the particular
Software provided or applicable to certain parts of the Software or
related content, services, additions and extensions.
You are not allowed to use the Software if You do not agree to these
terms and conditions.
2. Definitions
“Application” means one or more software programs developed by You
in compliance with the requirements set forth in this Agreement and
documentation provided by Withings, under Your own trademark or brand,
including bug fixes, updates, upgrades and new versions of such software
programs.
“Authorized Users” means You and Your employees and contractors
or, if You are an educational institution, Your faculty and staff, as
applicable, who (a) each have a valid account with Withings, (b) have a
demonstrable need to know or use the Software in order to develop and
test Applications, and (c) to the extent such individuals will have
access to Confidential Information, each have written and binding
agreements with You to protect the unauthorized use and disclosure of
such Confidential Information.
“Software” means (i) the Withings API software product for digital
health (source code and/or object code as applicable), with the
exception of Open Source Software (as defined below), documentation,
sample code, simulators, tools, libraries, application programming
interfaces (APIs), data, files, and materials hereby provided or made
available by Withings for use by You in connection with Your Application
development, and includes any updates that may be provided or made
available by Withings.
"Open Source Software" means any software, which is, as included in
the Software, subject to a license terms and conditions currently listed
at http://opensource.org/licenses/ or meeting the criteria listed at
http://www.opensource.org/docs/definition.php or which is subject to any
similar free or open source license terms. Open Source Software
contained in the Software is licensed under the license terms
accompanying such Open Source Software and not the terms of this
Agreement.
“You” or “Your” means the person(s) or entity using the Software
or otherwise exercising rights under this Agreement. If you are
accepting this Agreement on behalf of your company, organization or
other entity, “You” or “Your” refers to your company, organization or
other entity as well.
3. Eligibility
You must be legally competent to execute this Agreement. Thereby You
must be of the legal age of majority in the jurisdiction in which You
reside (at least 18 years of age in most countries) and have the right
and authority to enter into this Agreement on Your own behalf, or if You
are entering into this Agreement on behalf of Your company, organization
or other entity, You have the right and authority to legally bind Your
company, organization or other entity to the terms and obligations of
this Agreement.
4. Registration and termination
You agree to provide truthful and complete information when registering
for the Software and to keep that information updated. Providing
misleading information about Your identity is forbidden.
You may terminate Your registration(s) if You no longer wish to use the
Software. After termination, You may not access the Software. Withings may
terminate or restrict Your access to all or any parts of the Software or
related services if there is an indication that You have breached this
Agreement or any applicable laws or regulations.
You may terminate this Agreement at any time by permanently uninstalling
and/or deleting, at Your own costs, the Software and any backup copies,
and all related materials provided by Withings and by ceasing to use the
Software. All Your rights automatically and immediately terminate
without notice from Withings if You fail to comply with any provision of
this Agreement. In such an event, You must immediately uninstall and/or
delete, at Your own cost, the Software, all backup copies, and all other
related material provided by Withings as well as stop using the Software.
Withings may, in its sole discretion, provide with updates to the Software
from time to time. Withings may also provide with updates that are
considered as important or critical by Withings, and in such case You may
not continue using the previous version of the Software and the use of
the previous version of the Software may be prevented without
installation of the update. Any related services or features of the
Software may not be available during maintenance breaks and other times.
Withings may also decide to discontinue the Software, related service or
any part thereof in its sole discretion. In such case You will be
provided a prior notification and Withings may terminate the Agreement
accordingly.
5. Updates to the Terms
Withings reserves the right to modify or amend the terms and conditions of
this Agreement at any time without prior notice. If the terms are
changed in a material, adverse way, Withings will provide a separate notice
advising of such change. In order to continue using the Software, You
must accept and agree to the new terms of this Agreement. If You do not
agree to new terms, Your use of the Software will be suspended or
terminated by Withings.
6. Use of the Software
You hereby certify and agree that You will comply with the terms of this
Agreement and You agree to monitor and be responsible for Your
Authorized Users’ use of the Software and their compliance with the
terms of this Agreement. You may not grant access to the Software for
any other than Authorized Users.
The Software is made accessible to You for the sole purpose of
developing and testing Your Application(s). You may install, as
applicable, a reasonable number of copies of the Software on computers
owned or controlled by You to be used by You or Your Authorized Users
during the term of this Agreement.
As a condition to using the Software, You hereby agree that:
(i) You will not use the Software in any manner or for any purpose that
violates this Agreement or any applicable law or regulation, including
without limitation, any intellectual property or other proprietary
rights, any right of any person, rights of privacy, or rights of
personality;
(ii) You will not distribute or post spam, unreasonably large files,
chain letters, pyramid schemes, any malicious code, viruses or any other
technologies or content that may harm the Software, other users, servers
or network;
(iii) You will not use the Software in connection with any unlawful,
offensive, abusive, obscene, pornographic, harassing, libelous or
otherwise inappropriate content or material;
(iv) You will be solely responsible for all costs, expenses, losses and
liabilities incurred, and activities undertaken by You and Authorized
Users in connection with the Software, Your Applications and Your
related development efforts; and
(v) You will not remove or obscure any copyright or trademark notices or
other similar notices or markings or legends from the Software;
(vi) You will not Introduce in the Software any identifying data that
was brought to the attention of a health care professional, such as a
doctor, by any means; and,
Notwithstanding anything to the contrary contained herein, You may not
(a) reverse engineer, decompile, disassemble or otherwise attempt to
discover the source code of the Software, except and only to the extent
permitted by applicable mandatory law; (b) modify or create derivative
works of the Software, except and only to the extent permitted by Withings;
or (c) distribute, communicate to the public, export, re-export,
sublicense, rent, loan, lease, disclose, sell, market, commercialise,
re-license, host, or otherwise transfer or make available to any third
party (including without limitation any affiliates and subcontractors)
the Software (or any portions thereof).
Nothing in this Agreement or otherwise prevents Withings from developing,
distributing and/or making use of any application that is directly or
indirectly competing with Your Application.
7. Requirements for Your Applications
Your Application developed using the Software, or any part thereof, must
comply with the following criteria and requirements, as may be modified
by Withings from time to time:
(i) Your Application will be developed and used in compliance with the
this Agreement or any applicable law or regulation, including without
limitation, any intellectual property or other proprietary rights, any
right of any person, rights of privacy, or rights of personality;
(ii) Your Application will be developed in compliance with the
documentation, technical guidelines and other requirements as Withings may
provide from time to time;
(iii) Your Application does not and will not, to the best of Your
knowledge, violate, misappropriate, or infringe any copyright, patent,
trademark, trade secret, rights of privacy or other proprietary or legal
right of any third party or of Withings;
(iv) Your Application must not contain nor transfer any viruses, files,
code malware or any other malicious software programs that may harm or
disrupt the normal operation of the device or network;
(v) Your Application must identify the nature and provider (including
contact details) of the application, function as promoted and not
contain any false, fraudulent or misleading information or
representations;
(vi) You will clearly communicate to the users of Your Application(s)
(e.g. in the Application UI) that the use of the Application(s) creates
data traffic;
(vii) You will provide users of the Application(s) with easy settings to
disable notifications;
(viii) You will not design or market the Application, or any part
thereof, for use in or with systems, devices or products that are
critical to health and/or security of other people and property (e.g.
intended for surgical implant into the body or other applications
intended to support or sustain life or for any aviation or nuclear
reactor application) or any other application in which the software or
its failure, malfunction or inadequacy could directly or indirectly
cause or contribute to personal injury or death or significant property
damage;
(ix) Your Application must not enable push notifications routed from
other notification systems and servers provided by third parties;
(x) Your Application shall not send any push notifications without first
obtaining user consent, (e.g. unsolicited messages, advertising,
promotions, or direct marketing of any kind or for the purposes of
phishing and spamming); and
(xi) Your Application shall not send any messages for the purpose of
phishing or spamming, or enable anonymous or prank phone calls or
SMS/MMS messaging.
8. Ownership and Intellectual Property Rights
The Software and all rights, without limitation including title and
intellectual property rights therein, are owned by Withings and/or its
licensors and affiliates and are protected by international treaty
provisions and all other applicable national laws of the country in
which it is being used. The structure, organization, and code of the
Software are the valuable trade secrets and confidential information of
Withings and/or its licensors and affiliates.
No right or license, express or implied, is granted to any part of the
Software except as expressly set forth above. In addition, no licenses
or immunities are granted to the combination of the Software with any
other software or hardware not delivered by Withings under this Agreement.
Also, any and all licenses with respect to Withings or third party patents
(including essential patents) are specifically excluded from the scope
of this Agreement, and those licenses need to be acquired separately
from Withings or the respective right holders, as the case may be.
You and Your affiliates, as the case may be, covenant and agree not to
bring suit before any court or administrative agency or otherwise assert
any claim against Withings or any of its affiliates, suppliers, licensees
or customers based on any of Your patent or Your affiliate’s due to
reproduction, development, use, manufacturing, marketing, selling,
distribution, licensing, importing, sub-licensing or other disposal of
the Software or implementations thereof.
You and Your affiliates shall impose the obligation stated in clause
above on any third party to whom You or Your affiliates may assign or
transfer Your patents. This obligation is restricted to suits or other
assertions based on such assigned or transferred patents.
You shall be released from Your covenant and agreement not to sue under
this section in relation to a particular beneficiary (but not in
relation to any other beneficiary) in the following event: (i) You are
first sued for patent infringement related to the Software by such other
beneficiary who benefits from Your covenant and agreement as set forth
herein; and (ii) the suit is based on Your infringement of such other
beneficiary’s patent rights which if held by You would be subject to the
covenant and agreement not to sue provided for above in this section.
For the purposes of this section, patent means any patent, utility model
and any divisional, re-exam, re-issue, continuation and
continuation-in-part thereof as well as any corresponding application
globally.
9. Fees
Your use of the Software may be or may become subject to charges. Withings
reserves the right to charge for the Software and to change its fees
from time to time, at its discretion.
10. Availability
The Software may not be available in all countries and may be provided
only in selected languages. The Software or some features may be network
dependent, contact Your network service provider for more information.
11. Support and maintenance
Withings has no obligation to furnish You with technical or other support
unless separately agreed in writing between You and Withings. In case of
such support given by Withings, You understand and agree that the support
has been given on “as is” and “as available” basis and Withings will have
no obligations or liabilities related to such support.
12. Feedback
By submitting feedback (“Feedback”) to Withings related to the Software,
You acknowledge and agree that (1) Withings may have similar development
ideas to the Feedback; (2) Your Feedback does not contain confidential
or proprietary information related to Your own activities or those of
any third party; (3) Withings is not under any obligation of
confidentiality with respect to the Feedback; and (4) You are not
entitled to any compensation of any kind from Withings. You hereby grant
Withings a worldwide non-exclusive, sublicensable, assignable, fully paid
up, royalty-free, perpetual and irrevocable license to use, reproduce,
adapt, translate, exploit, copy, publicly perform, display, distribute,
further develop and modify for any purpose such Feedback, and to prepare
derivative works thereof, or incorporate such Feedback into other works
as well as sublicense products and Software resulting from such works.
13. Links to Third Party Sites and Services
For Your easy accessibility Withings may include links to sites and
services on the Internet that are owned or operated by third parties and
that are not part of the Software. Upon following a link to such a
third-party site, You shall review and agree to that site's rules of use
before using such site or service.
You agree that Withings has no control over the content of third-party
sites and cannot assume any responsibility for services provided or
material created or published by such sites. A link to a third-party
site does not imply that Withings endorses the site or the products or
services referenced in the site.
You agree that Withings is neither responsible nor liable for any such
links or any third party Internet site.
14. Confidentiality
You agree that all material and information in any form received from
Withings, including, but not limited to Software and its copies, as well as
all translations of computer programs contained in the Software, Withings's
products, designs, business plans, business opportunities, finances,
research, development, know-how, personnel, or third-party confidential
information, will be considered and referred to collectively as
"Confidential Information". Confidential Information, however, does not
include: (a) information that Withings makes generally available to the
public; (b) information that You can demonstrate to have had rightfully
in Your possession prior to disclosure to You by Withings; (c) information
that is independently developed by You without the use of any
Confidential Information; or (d) information that You rightfully obtain
from a third party who has been given the right to transfer or disclose
it by Withings. You agree to keep confidential and not to disclose,
publish, or disseminate any Confidential Information to any third party.
You further agree to take reasonable precautions to prevent any
unauthorized use, disclosure, publication, or dissemination of
Confidential Information. You agree not to use Confidential Information
otherwise for Your own or any third party's benefit without the prior
written approval of an authorized representative of Withings in each
instance.
You further agree that despite of any other confidentiality agreements
You may have between You and Withings, Withings will not be responsible for
keeping confidential any information You provide to Withings through the
use of the Software or any related services. Neither Withings nor any of
its employees accept or consider unsolicited ideas, including but not
limited to ideas for new advertising campaigns, new promotions, new
products or technologies, processes, materials, marketing plans or new
product names. If, despite the request that You not send us Your ideas
and materials, You still send them, please understand that Withings makes
no assurances that Your ideas and materials will be treated as
confidential or proprietary.
The rights and obligations of this section 14 shall remain in force for
five (5) years from the date of the disclosure of Confidential
Information.
15. No warranties
You acknowledge that the software is provided "as is" without warranty
Of any kind, express or implied, and to the maximum extent permitted by
Applicable law neither withings, its licensors or affiliates, nor the
Copyright holders make any representations or warranties, express or
Implied, including but not limited to the warranties of merchantability,
Accuracy of documentation and support material, or fitness for a
Particular purpose or that software will not infringe any third party
Patents, copyrights, trademarks, or other rights. There is no warranty
By withings or by any other party that the functions contained in the
Software will meet your requirements or that the operation of the
Software will be uninterrupted or error-free. You assume all
Responsibility and risk for the selection of the software to achieve
Your intended results and for the installation, use, and results
Obtained from it.
16. Indemnity
You agree to defend and indemnify Withings from and against all third party
claims and all liabilities, assessments, losses, costs or damages
resulting from or arising out of (i) Your breach of this Agreement, (ii)
Your infringement or violation of any intellectual property, other
rights or privacy of a third party, and (iii) misuse of the Software by
a third party where such misuse was made available by Your failure to
take reasonable measures to protect Your username and password against
misuse.
17. Limitation of liability
To the maximum extent permitted by applicable law, in no event shall
Withings, its employees, licensors or affiliates be liable for any lost
Profits, revenue, sales, data, or costs of procurement of substitute
Goods or software, property damage, personal injury, interruption of
Business, loss of business information, or for any special, direct,
Indirect, incidental, economic, cover, punitive, special, or
Consequential damages, however caused and whether arising under
Contract, tort, negligence, or other theory of liability arising out of
The use of or inability to use the software or the software, even if
Withings or its licensors or affiliates are advised of the possibility of
Such damages. Because some countries/states/jurisdictions do not allow
The exclusion of liability, but may allow liability to be limited, in
Such cases, withings, its employees or licensors or affiliates' liability
Shall be limited to u.s. \$50. Nothing contained in this agreement shall
Prejudice the statutory rights of any party dealing as a consumer.
Nothing contained in this agreement limits withings's liability to you in
The event of death or personal injury resulting from withings's negligence.
Withings is acting on behalf of its employees and licensors or affiliates
For the purpose of disclaiming, excluding, and/or restricting
Obligations, warranties, and liability as provided in this agreement,
But in no other respects and for no other purpose.
18. Export control
You acknowledge that the Software may be subject to export control
restrictions of various countries. You shall fully comply with all
applicable export license restrictions and requirements as well as with
all laws and regulations relating to the importation of the Software
and/or Applications and shall procure all necessary governmental
authorizations, including without limitation, all necessary licenses,
approvals, permissions or consents, where necessary for the
re-exportation of the Software or Applications.
19. Government End Users
A "U.S. Government End User" shall mean any agency or entity of the
government of the United States. The following shall apply if You are a
U.S. Government End User. The Software is a "commercial item," as that
term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of
"commercial computer software" and "commercial computer software
documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995).
Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through
227.7202-4 (June 1995), all U.S. Government End Users acquire the
Software with only those rights set forth herein. The Software
(including related documentation) is provided to U.S. Government End
Users: (a) only as a commercial end item; and (b) only pursuant to this
Agreement.
20. Miscellaneous
20.1 Notices
All notices of the Software should be delivered to:
Withings SA
2 rue Maurice Hartmann
92130 Issy-les-Moulineaux
France
20.2 Assignment
You shall not be entitled to assign or transfer all or any of Your
rights, benefits and obligations under this Agreement without the prior
written consent of Withings, which shall not be unreasonably withheld.
Withings shall be entitled to assign or transfer any of its rights,
benefits or obligations under this Agreement on an unrestricted basis.
20.3 Severability
If any part of this Agreement is found void and unenforceable, it will
not affect the validity of the balance of the Agreement, which shall
remain valid and enforceable according to its terms.
20.4 Privacy
The Withings Privacy Policy and any additional privacy supplements govern
the use of Your personal data.
20.5 Governing law and dispute resolution
These Withings Terms and Conditions are governed by French law. In the event that litigation arises out of or in connection with your use of any Products and Services provided by Withings, the Parties undertake to seek an amicable solution before any legal action. In case of dispute, only the French courts will be competent.
If despite all our efforts to meet your expectations you do not get satisfaction after our customer service, you can make free use of a consumer mediator. The Paris Mediation and Arbitration Center will help you in your efforts if you contact them: (i) via their online form (www.cmap.fr), (ii) by email at consommation@cmap.fr. or (iii) by ordinary mail or recommended to the CMAP Mediation Consumption, 39 avenue Franklin D. Roosevelt, 75008 PARIS.
20.6 Entire Agreement
This is the entire agreement between Withings and You relating to the
Software, and it supersedes any prior representations, discussions,
undertakings, end-user agreements, communications, or advertising
relating to the Software.
Additional terms
Withings API Additional Terms for digital Health
In addition to the terms set forth above, the Withings Privacy Policy and
following additional terms shall apply to Your use of the Withings
API’s and related services (“Service”).
1. Definitions
“Withings API Service” means the service offered by Withings that
enables You to incorporate the Withings APIs, as made available by
Withings from time to time, into Your Applications and to have end-users
access and use it on such Applications.
“Withings API Developer Package” means the Withings
software, Withings API(s), documentation and any and all other
material made accessible to You by Withings from time to time that enables
You to incorporate the Withings APIs into Your Applications and is
designated by Withings as being a part of the Withings API Developer
Package.
“Withings API(s)” means the interface information made
accessible to You by Withings from time to time that enables You to
incorporate the Withings API For Developers into Your Applications.
“User Content” means the identity and user measurement data a user
of Withings’s connected health products elects to share with You.
2. Service Offering, Registration and Termination
You agree to provide truthful and complete information when registering
for the Service and to keep that information updated. Providing
misleading information about Your identity is forbidden. You are
personally responsible for any use of the Withings API Service. You
agree to take due care in protecting Your Application using Withings
API, Your token and/or developer key against misuse by others and
promptly notify Withings about any misuse. Where requested by Withings, You
agree to include and use the token and/or developer key, as applicable,
in each request You make to access to the Withings API(s).
You may terminate Your registration if You no longer wish to use the
Service. After termination, You may not access the Service.
3. Changes
Withings may, in its sole discretion, change, improve and correct the
Service from time to time. Withings may also provide with updates to the
Service that are considered as important or critical by Withings, and in
such case You may not continue using the previous version of the Service
and the use of the previous version of the Service may be prevented
without installation of the update. The Service may not be available
during maintenance breaks and other times. Withings may also decide to
discontinue the Service or any part thereof in its sole discretion. In
such case You will be provided a prior notification and Withings may
terminate the Agreement accordingly.
Except as set forth in Privacy Policy, Withings shall not be responsible
for any removal or loss of the information or content You have submitted
(“Material”) to the Service when Your registration is terminated. After
the Material is removed from the Service by either You or Withings, traces
and copies of the Material may still remain.
Withings reserves the right to modify or amend these terms and conditions
at any time without prior notice. If the terms are changed in a
material, adverse way, Withings will provide a separate notice advising of
such change. In order to continue using the Service, You must accept and
agree to the new terms and conditions. If You do not agree to new terms,
Your use of the Service will be suspended or terminated by Withings.
4. Use of Withings API Developer Package
The Withings API Developer Package is made accessible to You for the
purposes of incorporating the Withings APIs into Your Application
and for the limited purposes of evaluating, testing, and controlling
Your Application.
When using the Withings API Developer Package and/or the Service,
unless otherwise agreed in writing with Withings, You hereby agree that You
will not:
(i) use or incorporate, without Withings’s prior written permission, the
Service, Withings API Developer Package or any part thereof, in
connection with any Application or other service (a) where such
Application’s functionality is substantially similar to the Withings
Mate application distributed by Withings or its affiliates; or (b) which
has the primary purpose of capturing or collecting User Content without
providing the user with additional functionality;
(ii) collect User Content without the express prior consent of the user;
(iii) remove, obscure, modify or omit, any copyright or trademark
notices or other similar notices or markings or legends or branding
requirements from the Withings API Developer Package, whether such
notices, markings or legends or other branding requirements originate
from Withings or a third party;
(iv) access, or use the Service through any technology or means other
than those provided by the Service or Withings API(s), or through
other explicitly authorized means Withings may designate;
(v) use the Withings API Developer Package or the Service in any
manner or for any purpose that violates this Agreement or any law or
regulation, including without limitation, any intellectual property or
other proprietary rights, any right of any person, rights of privacy, or
rights of personality; or
(v) use the Withings API(s) to issue queries that are not in
response to end user actions; or
You also agree (i) to comply with these terms, applicable laws and good
manners; (ii) not to distribute or post spam, unreasonably large files,
chain letters, pyramid schemes, viruses or any other technologies that
may harm the Service, or the interest or property of the Service users;
(iii) not to use the Service in connection with any unlawful, offensive,
abusive, pornographic, harassing, libelous or otherwise inappropriate
Material and comply with Withings usage guidelines as may be provided by
Withings from time to time; and (iv) to respect the privacy of others. You
agree to comply with Withings technical guidelines and other guidelines as
Withings may provide from time to time.
5. Privacy
You agree that Your use of the Services and Withings API will comply
with the Withings Privacy Policy (http://www.Withings.com/en\_int/privacy) and
applicable Withings privacy supplement.
If your Application enables You or any party to gain access to
information about users, including but not limited to personally
identifiable information or non-personally identifiable usage
information (“Information”), You must provide users with notice about
what Information is accessible and how such Information will be used or
disclosed so that users may make informed decisions about whether or not
to use Your Application. You must obtain content from a user for any
Information and/or User Content you may collect and use of such
Information and/or User Content. Furthermore, you must make Your privacy
policy regarding the use of Information publicly available.
6. Availability
The Service may not be available in all countries and may be provided
only in selected languages..
7. Your Services
You may interact with users, including consumers, on or through the
Service. You agree that any such interactions by You do not involve
Withings and are solely between You and the other user(s).
8. Links to Third Party Sites and Content
Withings may include links to sites on the Internet that are owned or
operated by third parties and that are not part of the Service. Upon
following a link to such a third-party site, You shall review and agree
to that site's rules of use before using such site.
You agree that Withings has no control over the content of third-party
sites and cannot assume any responsibility for services provided or
material created or published by such sites. A link to a third-party
site does not imply that Withings endorses the site or the products or
services referenced in the site.
In addition, users may create links within the Service to content that
has not otherwise been submitted to the Service. You agree that Withings is
neither responsible nor liable for any such links.
9. Reporting
You agree to implement those reporting mechanisms specified by Withings
(if any).
Updated on 12 Sep 2018.