TERMS AND CONDITIONS FOR DEVELOPER PORTAL

BY ACCESSING OR USING THE PORTAL, ANY SOFTWARE, API, OR LICENSED CONTENT ON IT, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, YOU MAY NOT USE THE PORTAL, ANY SOFTWARE, API, OR LICENSED CONTENT ON IT.

1. VOLVO CARS DEVELOPER PORTAL

1.1. These terms and conditions (“Terms and Conditions”) constitute a legal agreement between you, either as an individual or a single entity, and Volvo Car Corporation, reg. no. 556074-3089, 405 31 Gothenburg, Sweden, (“Volvo Cars”) for the use of the Developer Portal-website as provided under https://developer.volvocars.com (“Portal”), the use of Licensed Content (as that term is defined in the Licensed Content Agreement), and for the use of certain application program interfaces, which in turn enable you to access certain data (each an “API”) and for accessing data as designated by users of Volvo Cars' products. The purpose of the Portal is to offer access to the offered APIs and Licensed Content, while each APIs and each Licensed Content require additional terms and conditions (“Purpose”).

1.2. Upon successful registration and acceptance of these Terms and Conditions, Volvo Cars will grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to use the Portal within the Purpose.

1.3. Each API requires additional terms and conditions (each an "API Agreement"). If such API Agreement is concluded, then the terms and conditions of such API Agreements supersede all or portions of these Terms and Conditions.

1.4. Each Licensed Content requires additional terms and conditions (each a “Licensed Content Agreement”). If such Licensed Content Agreement is concluded, then the terms and conditions of such Licensed Content Agreement supersede all or portions of these Terms and Conditions.

1.5. These Terms and Conditions do not apply to the use of any software available to download from the Portal, which is subject to the software terms accompanying such software during download and/or activation/installation.

1.6. Volvo Cars may make changes to these Terms and Conditions. The changes become effective when posted to the Portal.

2. CONDITIONS OF USE

2.1. You may use the Portal, Licensed Content and any API only in conformity with these Terms and Conditions and the relevant API Agreement or Licensed Content Agreement.

2.2. The username and password you selected during the registration to the Portal must be treated confidentially and may not be sold, transferred, sub-licensed or otherwise shared with any third party. You shall notify Volvo Cars immediately if you have any knowledge or reason to believe that the confidentiality of your account has been compromised. You are responsible for all activities associated with the use of your registration information regardless of whether such activities originate with you or with another party.

2.3. You shall comply with applicable data protection legislation, including but not limited to Regulation 2016/679 (GDPR) and, where relevant Directive 2002/58/EC (ePrivacy Directive) (“Applicable Data Protection Legislation”) when using the Portal or any API.

2.4. Volvo Cars does not warrant any specific availability of the Portal, Licensed Content, or any particular API.

2.5. Volvo Cars is entitled to modify, discontinue, or terminate access to the Portal, Licensed Content, or any API at any time, and may limit the access to, or use of, the Portal, Licensed Content, or any API without prior notice.

2.6. Volvo Cars is entitled to suspend your use of the Portal, Licensed Content or any API or access to Data (as defined below) if Volvo Cars has reasons to believe that you have misused the Portal, Licensed Content, or any API.

3. INTELLECTUAL PROPERTY

3.1. The Portal, Licensed Content, and all APIs are and remain the sole and exclusive intellectual property of Volvo Cars. Except for the limited rights of use granted herein, all right, title and interest to the Portal and all APIs, including patent, copyright, and trademark rights in and to the Portal and the APIs, and the accompanying documentations are owned by Volvo Cars.

3.2. Certain APIs might require additional software offered by third parties which need to be acquired and licensed by you. It is mentioned on the Portal if this is the case.

3.3. You are not authorised to use names, trademarks, company marks, logos or other components of the Portal or Volvo Cars.

4. RESTRICTIONS

4.1. You may not: (i) copy, sub-license, transfer, modify, lease, sell, transform, decompile, reverse engineer, disassemble or redesign the Portal or APIs neither in full nor in part; (ii) change any copyright notices or other proprietary rights notices which appear in or on the Portal, Licensed Content or any API; (iii) infringe copyrights, naming rights and property rights of Volvo Cars and/or third parties; nor (iv) use any API or Licensed Content in an illegal, unethical or harmful way.

4.2. You are not allowed to: (i) circumvent any security means or access control technology included in or with the Portal, Licensed Content, or any API; (ii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Portal or any API; (iii) avoid or exceed the limits for queries and use of any API specified in the relevant API documentation; (iv) perform activities which damage, disturb or otherwise impede the operation of Volvo Cars’ systems; (v) perform activities causing aggregated data traffic not necessary for normal usage and excessive downloads which impair the stability of the Volvo Cars systems; (vi) perform activities aimed at obtaining unauthorised access to Volvo Cars systems or activities in which the Volvo Cars systems are used without prior authorisation; (vii) perform activities which prevent other users from using resources of the Portal; or (viii) implement viruses or other malicious codes.

5. DATA ACCESS

5.1 General

5.1.1 Under Regulation (EU) 2023/2854 on harmonised rules on fair access to and use of data (the “Data Act”), users (as defined in the Data Act) have a right to access data generated by their use of connected products and related services (each as defined in the Data Act) and also a right to designate third parties to access such data.

5.1.2 Volvo Cars is the manufacturer of connected products, such as Volvo cars (each such product a “Product”) and the provider of apps, including the Volvo Cars app, and certain other related services (each such app or service a “Related Service”) as well as the holder of data generated by the user of the Products and the Related Services (“Data”).

5.1.3 The Portal enables parties that have been designated by a user (within the meaning of the Data Act) of our Products or Related Services to access Data generated by such user. A user that has designated you to access Data generated by such user will be referred to as a "Requesting User".

5.1.4 This Section 5 governs your right to access Data under the Data Act pursuant to a request of a Requesting User.

5.1.5 5.1.5 This Section 5 is based on the joint assumption that Volvo Cars is obligated under Article 5 of the Data Act to make Data available and that you are entitled to request and access such Data under the Data Act on behalf of a Requesting User.

5.2 Declarations

5.2.1 By requesting access to Data through the Portal or otherwise, you declare and confirm:

(a) that the Requesting User is a user (within the meaning of Article 2(12) of the Data Act) of any Products and Related Services for which Data is requested;

(b) that you have received the necessary authority from the Requesting User to submit the request in accordance with applicable law;

(c) that the request is valid under applicable law, has not been withdrawn and has not expired;

(d) that there is a contract in force between you and the Requesting User allowing you to use the requested Data for the purposes set out in such contract, and that such Data will be used exclusively for such purposes;

(e) that the requested Data is strictly necessary for fulfilling the purposes set out in the contract between you and the Requesting User; and

(f) that you do not qualify as a “gatekeeper” under Article 3 of Regulation (EU) 2022/1925 (the “Digital Markets Act”).

5.2.2 You acknowledge that, where the User is not the data subject, Volvo Cars may only make available to you Data which qualifies as personal data to the extent permitted under Applicable Data Protection Legislation. By requesting Data through the Portal or otherwise, you declare and confirm that your access to and subsequent use of the requested Data is permitted under Applicable Data Protection Legislation.

5.2.3 If you become aware that any declaration referred to in clauses 5.2.1 – 5.2.2 is not, or is no longer, correct, or will no longer remain correct in the foreseeable future, you must without undue delay notify Volvo Cars thereof.

5.2.4 In the event of a breach by you of any of the declarations set out in this Section 5, you will not be able to access the Data to which the breach is related until the breach has been successfully remedied.

5.2.5 Volvo Cars may unilaterally change details regarding the specifications for the Data characteristics and any access arrangements, if this is objectively justified by the normal conduct of business of Volvo Cars, for example by a technical modification due to an immediate security vulnerability in the line of products or related services offered by Volvo Cars or a change in Volvo Cars’ infrastructure.

5.3 Trade Secrets

5.3.1 Some Data made available through the Portal may be marked as “trade secrets” (“Trade Secret Data”), meaning that it constitutes and is protected as a trade secret under Directive (EU) 2016/943 ( the “Trade Secret Directive”), held by either Volvo Cars or another Trade Secret Holder (as defined in the Trade Secret Directive).

5.3.2 Volvo Cars may make the disclosure of any Trade Secret Data conditional upon Volvo Cars and you agreeing to apply such proportionate technical and organisational measures that are necessary to preserve the confidentiality of the Trade Secret Data (“Trade Secret Measures”). Volvo Cars may also unilaterally add Trade Secret Measures if such unilateral Trade Secret Measures do not negatively affect your access to and use of the Trade Secret Data.

5.3.3 You may not alter or remove any Trade Secret Measures unless otherwise agreed by the Parties.

5.3.4 If, in exceptional circumstances, Volvo Cars is highly likely to suffer serious economic damage from disclosure of any particular Trade Secret Data to you despite the Trade Secret Measure having been implemented, Volvo Cars may withhold or suspend sharing the specific Identified Trade Secret Data in question, provided that it gives you a duly substantiated notice without undue delay and to the competent authority authorized under Article 37 of the Data Act (the “Competent Authority”). The foregoing notwithstanding, Volvo Cars must however continue to share any Trade Secret Data other than such specific Trade Secret Data.

5.3.5 If you fail to implement and maintain the Trade Secret Measures imposed on you and if this failure is duly substantiated by Volvo Cars, e.g. in a security audit report from an independent third party, Volvo Cars is entitled to withhold or suspend the sharing of the specific Trade Secret Data, until the User has resolved the incident or other issue as described in the following two paragraphs. In such event, Volvo Cars must, without undue delay, give duly substantiated notice to the User and to the Competent Authority.

5.3.6 Each of Section 5.3.4 and 5.3.5 entitles Volvo Cars to terminate these Terms and Conditions only with regard to the specific Trade Secret Date, provided that:

(a) all the conditions of Section 5.3.4 or 5.3.5, as applicable, have been met;

(b) no resolution has been found by parties after a reasonable period of time, despite an attempt to find an amicable solution, including after intervention by the Competent Authority; and

(c) you have not been awarded by a competent court with a court decision obliging Volvo Cars to make the Data available and there are no pending court proceedings for such a decision.

5.4 Use of Data and Disclosure with Third Parties

5.4.1 You may process the Data made available hereunder only for the purposes and under the conditions agreed with the Requesting User.

5.4.2 You must erase the Data made available hereunder when it is no longer necessary for the purpose agreed with the Requesting User, unless otherwise agreed with the Requesting User in relation to Data that is non-personal data.

5.4.3 You must not:
(a) (for the purposes of obtaining the Data) provide false information to Volvo Cars, deploy deceptive or coercive means or abuse gaps in the Volvo Cars’ technical infrastructure designed to protect the Data;

(b) fail to maintain any imposed Trade Secret Measures;

(c) alter or remove, without the agreement of Volvo Cars, technical protection measures applied by Volvo Cars to prevent unauthorised access to the Data and to ensure compliance with these Terms and Conditions;

(d) use the Data made available hereunder for unauthorised purposes, including in violation of Sections 5.4.1 and 5.4.2;

(e) use the Data made available hereunder to develop a product that competes with the Product, nor share the Data with a third party for that purpose;

(f) use the Data made available hereunder to derive insights about the economic situation, assets and production methods of Volvo Cars, or its use of the Data;

(g) use the Data made available hereunder in a manner that adversely impacts the security of any Product or Related Service;

(h) use the Data made available hereunder for the profiling of natural persons, unless necessary to provide the service requested by the Requesting User; or

(i) disclose the data to a third party unlawfully or in violation of Section 5.5.

5.5 Sharing of Data with Third Parties

5.5.1 You must not make the Data obtained hereunder available to any third party, unless it is contractually agreed with the Requesting User, compatible with any applicable Trade Secret Measures and compatible with applicable law.

5.5.2 You must not make the Data obtained hereunder available to an undertaking designated as a “gatekeeper” under Article 3 of the Digital Markets Act.

5.5.3 Where you are permitted to make data available to a third party, you must take appropriate contractual, technical and organisational measures to make sure that:

(a) (if applicable) the third party applies at least the same Trade Secret Measures that you are obligated to apply hereunder;

(b) the third party uses the Data exclusively in a way compatible with Section 5.4.

(c) Volvo Cars has at least the same remedies against the third party as against you for use or disclosure of data prohibited under Section 5.4.

5.6 Audit Rights

5.6.1 In order to verify and ensure your compliance with your obligations set out in this Section 5, including but not limited to your compliance with Section 5.4, Volvo Cars shall have the right to request that you either, as decided by you in your sole discretion, (i), at your expense, provide Volvo Cars a conformity assessment report created by an independent third party chosen by you, or (ii), at Volvo Cars’ expense, allows a conformity assessment audit by an independent third party bound by confidentiality chosen by Volvo Car You shall cooperate fully with any such request and shall promptly remedy any non-compliance identified.

5.6.2 If you choose to provide a conformity assessment report pursuant to Section 5.6.1(i) and Volvo Cars deems that the conformity assessment report is not correct, Volvo Cars retains the right to obtain a conformity assessment audit report from another independent third party in accordance with Section 5.6.1(ii). If this right is exercised, both independent third-party auditors, together with Volvo Cars and you, will discuss any difference between those two reports and aim to resolve any pending matters while observing good faith.

5.7 Suspension and Termination

Volvo Cars is entitled to suspend the User’s use of the Portal for accessing Data if Volvo Cars has reason to believe that the User has misused the Portal or violated these Terms and Conditions. In the event of a determined breach of these Terms and Conditions, Volvo Cars shall also be entitled to terminate these Terms and Conditions pursuant to Section 8.1.

5.8 Compensation

As set out in the Data Act, we may charge you a fee for making available Data to you. Such fee will be set out in the Portal in connection with each request for Data that you make therein.

6. FEES

6.1. Fees for the use of the APIs or Licensed Content are defined in the relevant API Agreement or Licensed Content Agreement.

6.2. Volvo Cars reserves the right to introduce or increase any fees at any time.

6.3. Volvo Cars will inform you about fee changes in advance. If you do not accept the changes within four weeks, Volvo Cars has the right to terminate the contractual relationship within two weeks’ notice.

7. FEEDBACK

If you provide any ideas, suggestions or recommendations to Volvo Cars regarding the Portal, Licensed Content or any software or API on it (“Feedback”), Volvo Cars may use such Feedback and incorporate it in its software, products, technologies, and services without paying fees or royalties to you and without any other obligations or restrictions. You hereby grant Volvo Cars a perpetual, irrevocable, transferable, sublicensable, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose, including to make and sell any products and services.

8. TERM AND TERMINATION

8.1 These Terms and Conditions will remain in effect from your registration to use the Portal up until the time you cease using the Portal and any services or products offered through the Portal. However, in the event of your breach of these Terms and Conditions, Volvo Cars shall have the right to terminate these Terms and Conditions with immediate effect.

8.2 You may terminate your account to the Portal at any time.

8.3 Following any termination of these Terms and Conditions, (i) in the case of fees, no refunds will be granted, in whole or in part; (ii) you must immediately cease use of the Portal and any software, Licensed Content or APIs provided on it; and (iii) you must immediately remove any copies of such software, Licensed Content or API from your systems, as well as cease making available any products and/or services containing such software, Licensed Content or APIs.

9. WARRANTY, DISCLAIMER AND LIMITATION OF LIABILITY

9.1. The Portal, Licensed Content, and the APIs are provided on an "as-is" and "as available" basis and without any warranty or representation for quality, quantity, completeness, accuracy, availability, error-free and fitness for any particular purpose. Volvo Cars does not make any representations or warranties concerning the results from the use of the Portal, any Licensed Content, or any API available thereon.

9.2. Under no circumstances will Volvo Cars be liable for any consequential, special, indirect, incidental or punitive damages whatsoever arising out of the use or inability to use the Portal, Licensed Content or any API, even if Volvo Cars has been advised of the possibility of such damages, and notwithstanding any failure of essential purpose of any limited remedy. In no event will Volvo Cars’ aggregate liability for damages arising out of these Terms and Conditions exceed the fees paid by you for the use of the Portal, Licensed Content, or any API. Some jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you. In such an event the above limitations and exclusions will be enforced to the maximum extent permitted under applicable law.

10. INDEMNIFICATION

You hereby agree to indemnify Volvo Cars, its affiliated entities, and their respective officers, managers, directors, investors, employees, and agents, of all liabilities, payment obligations, claims, costs, legal disputes or liability claims, which arise due to or in connection with: (i) your actions within the Portal and the use of any API or Licensed Content, in particular, from the violation of these Terms and Conditions; (ii) your infringement, misappropriation or violations of intellectual property and intellectual property rights or other rights or data protection obligations; or (iii) third-party misuse of any API, if the misuse was facilitated by your failure to take appropriate measures for the protection of the user name and password against such misuse. Volvo Cars rejects any and all liability for complaints arising from the use of any API or Licensed Content. You may use and query any API at your personal discretion and own risk and have the sole responsibility for any damage on your computer system or loss of data arising from the use of, and access to, any API.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1. Swedish law, without regard to the conflict of law principles, governs all matters arising out of these Terms and Conditions. The United Nations Convention on the International Sale of Goods shall not apply.

11.2. Any dispute, controversy or claim arising out of or in connection with these Terms and Conditions, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, and one arbitrator shall be utilized. The seat of arbitration shall be Gothenburg, Sweden and shall be held in English.

12. GENERAL TERMS

12.1. 12.1 Any notice required to be given to Volvo Cars shall be deemed to have been properly given and to be effective: (a) on the date of delivery if delivered in person; or (b) if it is delivered by email sent to the email address stated in this Section 12.1, when Volvo Cars acknowledges having received such email, with an automatic “read receipt” not constituting acknowledgment of such email for purposes of this Section 12.1; or (c) five days after mailing if mailed by first-class certified mail, postage paid and deposited in the mail, to the following address:

Volvo Car Corporation
Attention: Chief IP Officer
Torslanda HABVS-VAK
SE-40531 Göteborg, Sweden
Email: ipmatter@volvocars.com

12.2. Unenforceable terms of these Terms and Conditions will be replaced by another valid, legal and enforceable provision, which corresponds most closely to the intended purpose of the Terms and Conditions and only to the extent necessary to make them enforceable. The other terms will remain in effect without change.

12.3. Volvo Cars and you are independent contractors. These Terms and Conditions do not create any agency, partnership or joint venture between Volvo Cars and you.