Introduction to Smartcar’s Developer Platform
At Smartcar, we are deeply committed to the privacy and security of both our developers and the applications built on our platform. These Developer Terms of Service are designed to clearly outline how we develop and enhance our products, manage data collection, and legally protect Smartcar’s services, ensuring a robust and trustworthy ecosystem for building innovative smart car applications.
These terms are effective as of January 28, 2025. Please note that if you have a separate, written agreement with Smartcar regarding the use of Smartcar Technology for developing applications that interface with vehicles on the Smartcar Platform, these terms will not apply to you.
We have strived to make these terms as easy to understand as possible. Should you have any questions or concerns, please do not hesitate to contact us at [email protected].
Important: Any disputes related to this Agreement, your account, or Smartcar Services must be resolved through binding arbitration on an individual basis, as detailed further below.
Welcome to the Smartcar Developer Ecosystem
Embracing Innovation with Smartcar
Welcome and thank you for choosing Smartcar Services, provided by Smartcar, Inc. (“Smartcar”). Our services are integral to Smartcar’s connected car API platform, designed to enable applications to communicate with vehicles using standardized APIs—the very building blocks of modern smart car technology. As part of this platform, Smartcar offers a suite of Smartcar Services and Smartcar Materials. When utilized by you, these resources are intended to empower you to create Developer Applications—innovative websites or applications—and offer them to Developer Customers and End Users. These applications will facilitate seamless communication with vehicles integrated into the Smartcar Platform, leveraging each “Smart Car Part” of the ecosystem effectively.
To become a registered Smartcar developer and access our Services, you must carefully review and accept these Developer Terms of Service (this “Agreement”) by clicking the “Signup” button or similar mechanism. By accepting this Agreement or using Smartcar Services, you are entering into a legally binding agreement with Smartcar. If you do not agree with these terms, you should not proceed with account creation or use our Services.
Throughout this Agreement, “you,” “your,” and “Developer” refer to you as an individual or the entity you represent. If you are registering an account or using Smartcar Services on behalf of an organization, your acceptance of this Agreement signifies that you have the authority to bind that entity to these terms. In such cases, “you,” “your,” and “Developer” will refer to that organization.
Key Definitions for Developers
To ensure clarity, here are definitions of key terms used in this Agreement:
- Affiliates: Entities that are directly or indirectly Controlled by, Controlling, or under common Control with another entity. “Control” is defined as owning 50% or more of the voting power or equity in an entity.
- Confidential Information: Information disclosed by either party that is marked confidential, proprietary, or reasonably understood to be confidential given its nature and the context of disclosure. This excludes information that is publicly available, previously known, rightfully disclosed by a third party, or independently developed without using the disclosing party’s Confidential Information.
- Developer Customer: A customer of the Developer who purchases, licenses, or gains access to a Developer Application.
- Developer Materials: Data and materials provided to Smartcar by the Developer for using Smartcar Services.
- Documentation: Instructions, online help files, technical documentation, and user manuals provided by Smartcar for the Smartcar Services, crucial for understanding each “smart car part” of the platform.
- Emergency Services: Services enabling an End User to connect with emergency personnel, such as 911, police, fire, or ambulance services.
- End User: A client of a Developer Application who utilizes the Smartcar Platform, typically a vehicle owner or operator.
- Smartcar Materials: Smartcar’s application program interfaces (APIs) for the Smartcar Platform, along with Documentation, code samples, and technical support materials made available to Developers in connection with Smartcar Services. These are the essential “smart car parts” for development.
- Smartcar Services: SaaS-based services, programs, and functions provided by Smartcar to Developers as part of the Smartcar Platform, including any updates or upgrades.
Understanding Changes to Terms and APIs
Modifications to These Terms
Smartcar reserves the right to modify this Agreement periodically. Revised Agreements will supersede previous versions, becoming effective on the date indicated at the top of the document unless otherwise specified. For significant revisions, Smartcar will provide advance notice through the account portal and/or email. For minor revisions, we will update the effective date at the top of this page. We encourage you to regularly check the effective date whenever you visit our website or account portal to stay informed of any changes to these “smart car part” usage guidelines. Your continued use of Smartcar Services implies your acceptance of any revisions. If you disagree with any changes, you must discontinue using Smartcar Services, and Smartcar is not obligated to continue providing services.
API Updates and Developer Responsibility
Developers acknowledge that Smartcar may, from time to time, alter, deprecate, or republish APIs for any Smartcar Services or features. It is the Developer’s responsibility to ensure that all calls and requests to Smartcar Services are compatible with the most current APIs. While Smartcar aims to avoid non-backward compatible changes, should they become necessary, Smartcar will endeavor to provide at least thirty (30) days’ notice prior to implementing such changes. This proactive approach helps developers adapt their applications to the evolving “smart car part” infrastructure.
Services Provided by Smartcar
Service Provision and Usage Rights
Subject to the terms and conditions of this Agreement and the Smartcar Acceptable Use Policy (available at Smartcar Acceptable Use Policy), Smartcar will make commercially reasonable efforts to ensure the availability of Smartcar Services. We grant you a non-exclusive, revocable right to:
- Access and use Smartcar Services and Documentation.
- Install, copy, and use Smartcar Materials solely for your use of Smartcar Services, adhering to Smartcar’s current Documentation.
- Develop, distribute, and run Developer Applications that interface with Smartcar Services.
Developers should be aware that Smartcar collaborates with third-party original equipment manufacturers (OEMs) for vehicle data access. OEMs retain the right to modify, restrict, or revoke data access at their discretion. Smartcar is not liable for interruptions or limitations in data availability due to OEM actions. Developers are responsible for mitigating any impact on their End Users resulting from such changes, ensuring continuous functionality of their “smart car part” integrations.
Account Registration and Developer Obligations
To utilize Smartcar Services, you will need to create an account. During registration, you will be asked to provide your email address and create a password. Until you register, your access to Smartcar Services will be limited to publicly available content. You must provide accurate, current, and complete information during account creation and maintain this accuracy throughout your use of the Services.
As a Developer, you are responsible for:
(a) All activities under your account, whether authorized or not.
(b) The accuracy, quality, integrity, and legality of Developer Materials and Developer Applications.
(c) Employing commercially reasonable efforts to prevent unauthorized access to or use of Smartcar Services and Documentation, and promptly notifying Smartcar of any such incidents.
Developers are required to implement and maintain robust technical and organizational measures to protect the privacy and security of data accessed, processed, or transmitted through Smartcar Services. This includes compliance with all relevant Data Protection Laws and industry standards for information security, safeguarding every “smart car part” of data handling.
Promptly notify Smartcar of any security incidents, unauthorized access, or data breaches involving data obtained through Smartcar Services, and cooperate with Smartcar to quickly resolve and mitigate the impact.
Ensure that the process for End Users to (i) stop sharing data with the Developer, (ii) delete the application, and/or (iii) disconnect their vehicle(s) from the Smartcar Platform is clear and transparent. Developer must promptly action any End User request to (i) cease data sharing, (ii) delete the application, and/or (iii) disconnect their vehicle(s) from the Smartcar Platform without delay.
Free and Open Source Software (FOSS)
Certain free or open-source software (“FOSS Software”) may be available in connection with Smartcar Materials but is not considered part of Smartcar Materials under this Agreement. A list of FOSS Software can be provided upon written request.
Data Protection and Privacy Commitments
In providing Smartcar Services, we process personal data shared by Developers. Depending on the specific service, Smartcar may act as a controller or a processor of personal data.
When Smartcar processes personal data on your behalf as a processor, the data processing addendum (DPA) available at Smartcar Data Processing Addendum, as updated, is incorporated into this Agreement. This includes Standard Contractual Clauses and the UK Addendum, where applicable, which are deemed executed. We both agree to adhere to the DPA terms. The DPA specifies when Smartcar acts as a processor for the Developer, ensuring compliance in handling each “smart car part” of user data.
In all other instances, Smartcar acts as a controller and complies with applicable Data Protection Laws when processing Developer personal data. Please refer to the Smartcar Privacy Policy (Smartcar Privacy Policy) and End User Privacy Policy (Smartcar End User Privacy Policy) for details on how Smartcar uses personal data, including data transfers to the United States. Developers must ensure that affected data subjects are informed of Smartcar’s data processing practices when using Smartcar Services.
In these Terms of Service, “Data Protection Laws” include all applicable laws related to data protection and privacy, such as GDPR, UK Data Protection Act 2018, Swiss Federal Act on Data Protection, and other relevant privacy laws, as amended over time. “Controller,” “processor,” “personal data,” “process,” and “data subjects” are defined as per Data Protection Laws.
Fees, Payments, and Taxes
Fee Structure and Payment Terms
Developers will pay Smartcar fees as outlined in (i) Smartcar’s standard fee schedule, updated periodically for Online Orders via our website, or (ii) a Sales Order if a separate agreement is executed. Each Sales Order is incorporated into this Agreement. For Online Orders, you authorize Smartcar to bill your payment method periodically as per your chosen payment plan until you terminate your account. You agree to pay all incurred charges. Late payments accrue interest at 1.5% per month, or the highest legally permitted rate, from the due date until payment is received. Smartcar may suspend services if payment is not made within five (5) business days after a payment past-due notice. Fees are in US dollars, non-cancelable, non-pro-ratable for partial months, and non-refundable, unless stated otherwise. Developers are responsible for all transaction fees between End Users/Developer Customers and themselves, managing the financial “smart car part” of their applications.
Tax Responsibilities
All fees and amounts in this Agreement are exclusive of Taxes, which include duties, levies, tariffs, and governmental charges. Developers are responsible for all Taxes and related interest/penalties arising from payments, except for taxes based on Smartcar’s net income.
Proprietary Rights and Usage
Ownership of Intellectual Property
Smartcar retains all rights, title, and interest in the Smartcar Platform, Services, and Materials (collectively, “Smartcar Technology”). Developers retain all rights, title, and interest in Developer Materials. No rights are granted except as expressly stated in this Agreement. Understanding these proprietary rights is crucial when integrating each “smart car part” into your applications.
Smartcar Brand Usage
Under this Agreement and Smartcar’s trademark guidelines, we grant you a non-transferable, non-sublicensable, non-exclusive license to display Smartcar Marks (trade names, trademarks, service marks, logos, domain names) to promote your use of Smartcar Services. You must not: (i) imply endorsement or affiliation by Smartcar; (ii) use Smartcar Marks to disparage Smartcar; or (iii) display Marks on sites violating laws or regulations. Smartcar may decide if and how Smartcar Marks are used with Developer Applications and may update Marks at any time, requiring you to use updated Marks upon notice. All goodwill from Smartcar Mark use benefits Smartcar. Any other use of Smartcar Marks requires prior written consent.
Feedback and Improvements
If you provide suggestions, comments, or feedback (“Feedback”) on Smartcar Technology, Smartcar has the unrestricted right to use and incorporate this Feedback into our products and services, enhancing every “smart car part” of our platform.
Confidentiality Obligations
Both parties acknowledge that confidential information may be disclosed. The Receiving Party agrees to protect Confidential Information with reasonable precautions and not to use or disclose it to third parties, except as expressly permitted herein.
Usage Restrictions
Developers must not:
- Reverse engineer, decompile, disassemble, or attempt to derive the source code of Smartcar Technology.
- Transfer, resell, lease, license, or offer Smartcar Services on a standalone basis (distribution of Developer Applications is permitted).
- Use Smartcar Technology unlawfully or beyond the scope of this Agreement.
- Use Smartcar Technology to create competitive products or services.
- Use Smartcar Technology to access or enable access to Emergency Services.
- Use data from Smartcar Services for purposes not explicitly permitted under this Agreement, ensuring responsible use of each “smart car part” of data.
Performance Metrics and Data Usage
You agree that Smartcar can aggregate, collect, and analyze metadata about the performance of Smartcar Services and the Platform (e.g., request times, latency, status). Smartcar is free to use this metadata to improve products and services and disclose it in aggregated and anonymized formats.
Termination and Account Management
Agreement Term
This Agreement begins upon your acceptance and continues until your account is terminated as described below.
Termination Rights
You may terminate your account at any time by emailing Smartcar customer support. Smartcar may terminate or suspend your account if you materially breach this Agreement and fail to resolve it within five (5) days of written notice. Immediate termination or suspension may occur if: (a) you violate the Acceptable Use Policy (AUP); (b) your Service usage is fraudulent or negatively impacts Smartcar Services; (c) providing Services becomes legally prohibited or unfeasible; or (d) due to liquidation, dissolution proceedings, bankruptcy, etc. Smartcar may also terminate or suspend accounts without an active paid subscription.
For Online Orders, either party may choose not to renew the subscription at the end of the current period. Non-renewal requires email notice to [email protected] (for Developers) or notice to your account email (from Smartcar) before the period ends.
Terms Post-Termination
Upon account termination, this Agreement ends, and you must stop using Smartcar Technology. Rights and obligations cease, except those that naturally survive termination, including terms on payment, proprietary rights, confidentiality, disclaimers, indemnification, liability limitations, arbitration, class action waivers, and other specified provisions. These clauses remain crucial even after the operational “smart car part” of the agreement concludes.
Warranties and Disclaimers
Developer Warranties
You warrant that you have all necessary rights, licenses, consents, permissions, waivers, and releases to use and disclose Developer Applications and Materials in connection with Smartcar Services as contemplated in this Agreement.
Service Disclaimers
EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY OFFERS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
Beta Services Conditions
Developers may access beta services, products, features, or documentation (“Beta Services”) which are not generally available, may contain defects, and are provided “AS IS.” Smartcar disclaims all warranties and indemnities for Beta Services. Access to Beta Services can be terminated by either party at any time. Use of beta “smart car part” features is at your own risk.
Indemnification and Liability Limits
Developer Indemnification
You will indemnify and defend Smartcar and its Affiliates against any claim, loss, liability, proceeding, investigation, or enforcement action arising from your activities under this Agreement or your Developer Application provision. Smartcar will cooperate in defense at your expense. Smartcar may choose its own counsel or assume defense if you do not adequately respond to a claim. You will cover all costs, attorney fees, settlements, or damages. You are also liable for Smartcar’s attorney fees to enforce indemnification rights.
You shall indemnify, defend, and hold harmless Smartcar and its Affiliates against third party claims, liabilities, damages, or losses, including reasonable attorneys’ fees, arising from your failure to comply with your obligations under this Agreement, including but not limited to breaches of privacy, security incidents, or violations of applicable Data Protection Laws, breach of third party intellectual property.
Liability Limitations
UNDER ANY LEGAL THEORY, SMARTCAR IS NOT LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, BUSINESS INTERRUPTION, EVEN IF ADVISED OF POSSIBLE DAMAGES, OR (B) DIRECT DAMAGES EXCEEDING THE AMOUNTS PAID BY YOU IN THE SIX MONTHS BEFORE THE CLAIM. This limitation ensures manageable risk across every “smart car part” interaction.
General Legal Terms
Publicity Rights
Smartcar may use your name and logo on our website and marketing materials to indicate your relationship with Smartcar.
Audit and Compliance
Smartcar may audit your use of Smartcar Services for compliance with this Agreement, especially regarding privacy and security. You must provide system and documentation access for audits. If non-compliance is found, you will reimburse Smartcar for audit costs.
Assignment and Transfer
Neither party may assign this Agreement without written consent, except in cases of merger, acquisition, or sale of all or substantially all assets. Unauthorized assignments are void. This Agreement binds successors and assigns.
Amendments and Waivers
Except for revisions to the ‘Terms’, amendments or waivers must be written and agreed to by both parties. Waivers are specific and do not apply to repeated violations. Delays in enforcement are not waivers.
Relationship of Parties
This Agreement does not create a partnership, agency, employment, or joint venture. Neither party can bind the other. This Agreement does not grant third-party rights. Developers acknowledge Smartcar’s separate relationship with End Users under separate Terms of Service and Privacy Policies.
Severability
If any part of this Agreement is unenforceable, it will be enforced as closely as possible to the parties’ intent, and the rest of the Agreement remains in effect.
Governing Law and Jurisdiction
The Federal Arbitration Act governs arbitration provisions. California law governs this Agreement, excluding its conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply. Disputes are subject to the exclusive jurisdiction of San Francisco courts.
Notices
Notices must be written and delivered personally, by certified mail, or overnight delivery to addresses in your account information (for you) or to Smartcar’s legal address.
Entire Agreement
This Agreement, including Sales Orders, is the complete agreement and supersedes all prior agreements. No oral advice from Smartcar creates warranties or expands this Agreement. Your purchase order terms do not apply. This Agreement prevails over Sales Orders unless otherwise agreed.
Force Majeure
Neither party is liable for delays or failures due to force majeure events beyond reasonable control, such as natural disasters, war, cyber attacks, or legal changes.
Government Terms
Smartcar Services and Materials are provided for government end use under this Agreement’s terms. Government use, duplication, or disclosure is restricted by these terms. Developed at private expense.
Interpretation
“Including” means “including without limitation.”
Dispute Resolution by Arbitration
Customer Support First
If you have issues with Smartcar Services, contact customer support first to resolve them.
Agreement to Binding Arbitration
If customer support cannot resolve the issue, you and Smartcar agree to resolve disputes through binding arbitration in San Francisco, CA, or another mutually agreed location. This applies to all claims, under any legal theory, even after account termination, unless exceptions apply. The arbitrator decides enforceability of this arbitration agreement.
Exceptions to Arbitration
Court resolution is reserved for disputes about: (a) intellectual property rights (trademarks, patents, copyrights, etc.); or (b) violations of the AUP. Small claims court in San Francisco or your county (if you’re an individual) is also an option for qualifying claims. Either party can compel arbitration if the other party improperly files in court or refuses arbitration. Court proceedings can be halted pending arbitration.
Arbitration Procedure Details
Before arbitration, both parties will mediate through the American Arbitration Association (AAA), equally sharing mediation costs. If mediation fails, arbitration can be initiated with AAA under its Commercial Arbitration Rules. A single arbitrator will be appointed per AAA rules. This arbitration agreement prevails over conflicting AAA rules. Discovery includes document exchange and depositions, per arbitrator-approved procedures. Statutes of limitations remain unchanged.
The arbitrator’s award will be based on evidence and California/US law, with written findings and legal reasoning, but cannot modify this Agreement.
Arbitration awards are final and binding, enforceable in any competent court, except under the Federal Arbitration Act.
Class Action Waiver
Claims must be brought individually. Class actions, consolidated actions, or representative actions are waived. The arbitrator cannot consolidate claims or preside over class or representative proceedings unless both parties agree. Arbitrator decisions affect only individual claims, not other Smartcar developers. If the class action waiver is unenforceable, the entire arbitration agreement is void, but the rest of the Agreement remains valid.
