Addepar reserves the right, in its sole discretion, to modify or replace this Agreement at any time. By continuing to use the Developer Portal, you agree to the most recent version of the Agreement.
1. Developer Portal Access
Addepar, in its sole discretion, may decide to grant you access to the Developer Portal. If you are granted access, the Developer Portal will provide you with the API and other tools for use within our testing environments. Such testing environments shall only contain non-production or “dummy” data, which will allow you to test software applications, websites or interfaces that may interact with the API (“Apps”). All activity conducted in the various test environments are simulated. This Agreement does not grant you any right to use the API for production purposes, or any other purpose beyond the testing and development expressly described in this Agreement.
2. Grant of License
In accordance with this Agreement and any associated documentation, we hereby grant to you a revocable, non-exclusive, non-sublicensable, and non-transferable, limited license to access the Developer Portal and API for the purposes of developing and testing Apps. This license and your use of the Developer Portal are also subject to all instructions and documentation we may make available in connection with the Developer Portal. This Agreement relates solely to developing, testing, and using Apps in our testing environments and does not grant you any right to authorize individuals outside your legal entity to access or use the Developer Portal. If you violate this Agreement, this license will automatically terminate.
3. Your Representations and Warranties:
You represent and warrant that:
- The information you provide us in connection with your registration and use of the Developer Portal and API is true and correct; and
- You own or have properly licensed all rights necessary to test, develop, and use the App(s).
You further represent and warrant to that you will not and shall not permit any other person to:
- Use the Developer Portal or API beyond the scope of the license granted under this Agreement;
- Modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of the Developer Portal or API;
- Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Developer Portal or API on the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
- Reverse engineer, disassemble, decompile, decode, or adapt the Developer Portal or API, or otherwise attempt to derive or gain access to the source code of the Developer Portal or API, in whole or in part;
- Distribute, bypass, or breach any security device or protection used for or contained on or in the Developer Portal or API;
- Remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, terms of the documentation, warranties, disclaimers, or intellectual property rights, proprietary rights or other symbols, notices, marks, or serial numbers on or relating to the Developer Portal or API;
- Use the Developer Portal or API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
- Use the Developer Portal or API for the purposes of: (i) benchmarking or competitive analysis; (ii) developing, using or providing a competing software product or service; or (iii) any other purpose that is to our detriment or commercial disadvantage; or
- Use the Developer Portal or API in or in connection with the design, construction, maintenance, operation or use of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure could lead to personal injury or severe physical or property damage.
4. Proprietary Rights
Reservation of Rights
You retain your ownership rights in your Apps. We and our subsidiaries and affiliates reserve and shall retain all right, title, and interest, including all intellectually property rights, in the content, features, and functionality made available on or through the Developer Portal, including but not limited to the API, all information, documentation, services and branding, and all improvements, enhancements, modifications, and derivative works thereto, except as expressly granted to you in this Agreement. All of our rights not expressly granted by this Agreement are hereby retained. You agree not to challenge, directly or indirectly, any of our rights or interests in the Developer Portal, API, or documentation, nor the validity or enforceability of our rights under applicable law.
If you provide Addepar with any ideas or suggestions that may enhance or otherwise improve the Developer Portal, API or Addepar's services (“Feedback”), Addepar may, in its sole discretion, decide to incorporate some or all of such Feedback. Addepar shall own all right, title and interest in any such Feedback as incorporated into the services. The submission or acceptance of such Feedback shall not be interpreted as a commitment by Addepar to incorporate the idea into the Developer Portal, API, services or any future functionality.
The Developer Portal is designed to help you enhance your Apps. You agree that we may monitor and/or audit your use of the Developer Portal and API to ensure quality, improve our products and services, and verify your compliance with this Agreement and any related documentation. You will not seek to block or otherwise interfere with our monitoring or audit, and we may use technical means to overcome any methods you may use to block or interfere with such monitoring or audit. We may suspend access to the Developer Portal without notice if we reasonably believe that you are in violation of the terms of this Agreement.
6. Support and Maintenance
You acknowledge that we have no responsibility for providing you with any support for the Developer Portal or API, and that we are under no obligation to provide or create any updates, upgrades, or enhancements to the Developer Portal or API.
Notwithstanding the foregoing, we reserve the right to modify the Developer Portal, API, permitted API calls, databases, test environments, permitted uses under this Agreement, and any of the benefits and/or features provided through or in connection with this Agreement at any time with or without notice. You acknowledge that the foregoing modifications may require you to make changes to your products and services to continue to be compatible with, or interface with, the API or to access or use products and services available in or through the API.
You and your authorized developers and users will not share your Developer Portal credentials (including, but not limited to confidential API keys and usernames and passwords used to access the Developer Portal) and will reasonably and appropriately restrict access to your developer accounts. You are responsible for maintaining the confidentiality and security of such credentials and will immediately notify us of any related breach or disclosure. You may not sell, transfer, sublicense, or otherwise disclose your credentials or use credentials for any other purpose than as authorized under this Agreement. You are responsible for maintaining up-to-date and accurate information (including a current e-mail address and other required contact information) for your accounts.
Our communications to you and our API may contain Addepar confidential information. Addepar confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without our prior written consent. Addepar confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligations, or that becomes public through no fault of your own. You may disclose Addepar confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.
9. Addepar’s Development Rights
You acknowledge and agree that we may independently create apps, content, and other products or services that may be similar to or competitive with your Apps and their content. Nothing in this Agreement will restrict or prevent us from creating and fully exploiting such apps, content, and other items, without any obligation to you.
10. Relationship of the Parties
The Parties are independent contractors, and nothing in this Agreement will be construed as creating an employer-employee relationship, a partnership, or a joint venture between the Parties. Neither Party is an agent of the other, and neither Party is authorized to make any representation, contract, or commitment on behalf of the other Party. No term of this Agreement will be construed to confer any third-party beneficiary rights on any non-party.
You will indemnify, defend, and hold harmless Addepar, its subsidiaries, affiliates, directors, officers, agents, employees, advertisers, vendors, suppliers, and licensors from and against any and all claims, actions, liabilities, damages (actual and consequential), losses, fines, and expenses (including reasonable attorneys’ fees) arising from or in any way related to:
- Your participation in the Developer Portal;
- Your App(s) and any access to or use thereof by you or an end user;
- Your breach of any provision of this Agreement; or
- Trademarks, service marks, names, logos, avatars and similar identifiers, and all other intellectual property you provide in connection with the Developer Portal.
In addition to any defense provided by you, we may, at our expense, retain our own counsel and participate in such defense (and any settlement). If you do not promptly assume our defense against any claim upon receiving notice of the claim, we reserve the right to undertake our own defense at your expense. You may not enter into any stipulated judgment or settlement that purports to bind us without our prior express written authorization, which will not be unreasonably withheld or delayed.
12. Limitation of Liability
ADDEPAR AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND REPRESENTATIVES ARE NOT AND SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER CLAIM FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER. YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU OR ANY THIRD PARTY MAY HAVE AGAINST US OR OUR SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR REPRESENTATIVES ARISING OUT OF THE DEVELOPER PORTAL, API, OR ANY CONTENT OR INFORMATION PROVIDED TO YOU UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY EXCEPT TO THE EXTENT EXPRESSLY PRECLUDED BY APPLICABLE LAW.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE DEVELOPER PORTAL, API, DOCUMENTATION AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE API WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
We may, in our sole discretion, refuse to issue credentials, revoke your access to the Developer Portal, suspend Apps, discontinue your participation in the Developer Portal, or terminate this Agreement at any time. We will attempt to provide notice where possible of any such action, but reserve the right to do so without prior notice. On termination of this Agreement for any reason, the rights and licenses granted to you will immediately terminate.
Your breach of this Agreement relating to the licenses we grant to you and your use of any and all information we provide to you in connection with this Agreement may result in irreparable harm and permanent injury to us for which monetary damages would be an inadequate remedy. In such circumstances, we will be entitled to seek and obtain, without the posting of a bond, in addition to all other remedies available to us, at law or in equity, immediate injunctive relief to prevent or stop any breach of those provisions.
15. Export Restrictions
In connection with your use of the Developer Portal and API, you are solely responsible for complying with all applicable export, re-export, and import control laws and regulations of all applicable jurisdictions, including but not limited to those of the U.S. Department of Commerce and the US Export Administration Act (and its associated regulations).
16. Governing Law
This Agreement will be construed, interpreted, and performed exclusively according to the laws of the State of New York, United States of America, without giving effect to any principles of conflicts of law.
If any provision of this Agreement is held to be void or unenforceable in any jurisdiction, such ineffectiveness or unenforceability shall not affect the validity or enforceability of such provision in any other jurisdiction or the validity or enforceability of any other provision in that or any other jurisdiction.
Updated 2 years ago