These API Program Terms for Datasite LLC (“Program Terms”) apply to the use of (including any access to) the Datasite API Program. The “Datasite API Program” means (a) the site currently located at https://developer.datasite.com and any successor site(s) (collectively, the “Datasite API Site”).
You may not access the Datasite API Site or participate in the Datasite API Program if you are our direct competitor, except with our prior written consent. In addition, you may not access the Datasite API Site or participate in the Datasite API Program for any competitive purposes.
BY INDICATING YOUR ACCEPTANCE OF THESE PROGRAM TERMS OR USING DATASITE API SITE, AND IN THE EVENT YOU ARE ACTING ON BEHALF OF A COMPANY, YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THE AGREEMENT ON BEHALF OF THE COMPANY YOU REPRESENT AND ACKNOWLEDGING YOUR AUTHORIZATION TO DO SO. IF YOU DO NOT AGREE TO THE PROGRAM TERMS OR ARE NOT AUTHORIZED TO AGREE TO AND ACCEPT THE PROGRAM TERMS ON BEHALF OF THE COMPANY YOU REPRESENT, YOU MAY NOT USE DATASITE API SITE OR PARTICIPATE IN THE DATASITE API PROGRAM.
Affiliate. Datasite shall be entitled to perform any of its obligations and exercise any of its rights under the Program Terms through any of its employees, affiliates or third-party contractors (together with Datasite (“Datasite Affiliated Parties”)), provided that any act or omission of such affiliate shall, for all purposes of this Program Terms, be deemed to be the act or omission of Datasite.
Datasite will retain all ownership and intellectual property rights in Datasite API Site and the Datasite API Program including any content, sample code, tools, product information and related documentation made available on the Datasite API Site (collectively “Program Content”). Subject to the Program Terms, Datasite hereby grants to you a revocable, non-exclusive, non-transferable, limited access to the Program Content only as necessary to develop, test, use and support an application (“Application”) for the Services. You may not, without Datasite’s prior written consent, access or use any Program Content to commercially distribute your Application to third parties unless you are authorized to do so pursuant to a separate commercial agreement with Datasite.
Datasite may enable you to contribute content to and edit content in certain communities, forums, libraries or pages of the Datasite API Site (“Contributions”). You retain your ownership in your Contributions and Application. You hereby grant to Datasite, to the maximum extent permitted under applicable law, an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such Contributions for any purpose without any obligation or compensation to you. You represent and warrant that you have all rights necessary to grant the licenses granted in the Program Terms, and that your Contributions, and your provision of any Contributions in connection with any Datasite API Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party.
Open-Source Projects. Datasite may make available open-source projects on or through the Datasite API Site or on or through third-party software repository hosting services (e.g., Github) in connection with the Datasite API Program. Any open-source code available in connection with any such open-source project (“Open-Source Content”) may be the proprietary work of a third party and may be subject to additional terms, conditions, and policies. Any use of Open-Source Content is governed by the applicable open-source license (including the terms of the license, if any, that accompanies the applicable project). If you are initiating any open-source project on or through the Datasite API Site, you must make the applicable Open-Source Content available under open-source license terms.
ACCESS TO PROGRAM CONTENT, CONTRIBUTIONS, OR OPEN-SOURCE CONTENT AND RESTRICTIONS:
You will not: (A) access Program Content, Contributions, or Open-Source Content in violation of any law or regulation; (B) access Program Content, Contributions, or Open-Source Content in any manner that (i) compromises, breaks or circumvents any of Datasite’s technical processes or security measures associated with the Services, (ii) poses a security vulnerability to customers or users of the Services, or (iii) tests the vulnerability of our systems or networks; (C) access our Program Content, Contributions, or Open-Source Content in order to replicate or compete with the Services; (D) attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our Program Content, Contributions, or Open-Source Content or Services; or (E) attempt to use Program Content, Contributions, or Open-Source Content in a manner that exceeds rate limits, or constitutes excessive or abusive usage.
Please note that any installation or enablement of Program Content, Contributions, or Open-Source Content for an Application that interacts with the Services may result in the transmission of your data outside of Datasite systems during normal use. Further, the providers of the Application may be able to obtain access to your data in Datasite’s systems. Such access may result in the disclosure, modification or deletion of your data by those providers. Datasite is not responsible for any such transmission, disclosure, modification or deletion of your data by, through or resulting from the use of the Application or their providers. You agree that Datasite may permit the applicable third party to access and use any data submitted to or collected through the use Program Content, Contributions, or Open-Source Content in connection with such interoperation with the Application.
You hereby acknowledge and agree that (a) any Program Content, Contributions, or Open-Source Content may be modified, suspended or discontinued at any time with or without notice, and (b) Datasite may require that you discontinue use of any particular Program Content, Contributions, or Open-Source Content, or any features thereof, in its sole discretion. You agree that Datasite will not be liable to you or to any third party for any modification, suspension or discontinuance.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE PROGRAM CONTENT, CONTRIBUTIONS, AND OPEN-SOURCE CONTENT AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED BY DATASITE ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND DATASITE EXPRESSLY DISCLAIMS 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 PROGRAM CONTENT, CONTRIBUTIONS, AND OPEN-SOURCE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. DATASITE HAS NO OBLIGATION TO PROVIDE ANY SUPPORT OR MAINTENANCE SERVICES FOR THE DATASITE API PROGRAM, PROGRAM CONTENT OR ANY CONTRIBUTIONS.
Datasite may entrust you with information, data, content or other materials that are not already in the public domain (“Confidential Information”). You will indefinitely maintain the confidentiality of all Confidential Information learned under the Program Terms and will not disclose or otherwise make available to any third party, directly or indirectly, Confidential Information without Datasite’s prior written approval. You will use the same degree of care to protect Confidential Information as you use to protect your, or your organization’s, confidential information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. You must not use any Confidential Information except for the purpose of fulfilling your obligations under the Program Terms, or as otherwise described in the Program Terms. You may disclose Confidential Information only to your employees or contractors who need to know such Confidential Information as part of such authorized use, and who are bound in writing to confidentiality restrictions no less restrictive than those set forth in the Program Terms. Any act or omission by any contractor engaged by you, or, for clarity, by any of your employees or other personnel, that would be a breach of the Program Terms (including this Section) will be deemed to be a breach of the Program Terms by you.
You acknowledge that a breach in this provision will result in irreparable and continuing harm for which there will be no adequate remedy at law, and that Datasite shall be entitled to injunctive relief and/or a decree for specific performance, without the requirement to post any bond, and to such other relief as may be proper (including monetary damages if appropriate).
LIMITATION OF LIABILITY:
IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF ALL DATASITE AFFILIATED PARTIES, ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE PROGRAMS, EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT WILL ANY DATASITE AFFILIATED PARTIES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ANY DATASITE AFFILIATED PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
YOUR INDEMNIFICATION OF DATASITE:
You will defend Datasite and Datasite Affiliated Parties (collectively, the "Datasite Indemnified Parties") from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to your violation of the Program Terms (a "Claim"), and will indemnify the Datasite Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Datasite Indemnified Parties in connection with or as a result of, and for amounts paid by a Datasite Indemnified Parties under a settlement you approve of, in connection with, a Claim. Datasite Indemnified Parties must provide you with prompt written notice of any Claim and allow you the right to assume the exclusive defense and control and cooperate with any reasonable requests assisting your defense and settlement of such matter. This section states your sole liability with respect to, and the Datasite Indemnified Parties’ exclusive remedy against you for, any Claim.
LIMITATIONS ON INDEMNIFICATIONS:
Notwithstanding anything contained in the preceding section, (a) Datasite Indemnified Parties will always be free to choose our own counsel if we pay for the cost of such counsel; and (b) no settlement may be entered into by you, without Datasite Indemnified Parties express written consent (such consent not to be unreasonably withheld).
The Program Terms will continue until terminated. Datasite may terminate or suspend your use of the Datasite API Program, or any portion of the Datasite API Program, at any time and without prior notice. Immediately upon any such termination or suspension, your right to use the applicable Datasite API Program or portion of such Datasite API Program will permanently or temporarily cease (as applicable). If Datasite terminates your right to use a Datasite API Program, then the Program Terms will terminate. You may terminate your use of any Datasite API Program at any time. Upon termination of the Program Terms, you will promptly destroy copies of any APIs not yet in the public domain in your possession or control that was received under the Program Terms.
No Waiver. No failure or delay in exercising any of its rights under this Program Terms shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Program Terms shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
Survival. The sections titled "Ownership," "Access to Program Content, Contributions, or Open-Source Content and Restrictions," "Disclaimer," “Confidentiality,” "Limitation of Liability, "Your Indemnification of Datasite," "Limitations on Indemnifications," "Term; Termination" as well as all the provisions under the general heading "General," will survive any termination or expiration of the Program Terms.
Restricted Parties and Export Laws. You represent that you are not and will not make the Datasite API Site available to any entity incorporated in, or resident of, a country subject to economic or trade sanctions by the U.S. State Department and/or OFAC, or listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime. Any breach of this section will be a material breach of this Program Terms and Datasite may immediately terminate this Program Terms. You will not access or use Datasite API Site in a U.S. or UN-embargoed country or region, or in violation of any U.S., UN, or international export law, sanction, or regulation.
No Third-Party Beneficiaries. This Program Terms does not create any third-party beneficiary rights except as expressly provided by its terms.
Assignment. You may not assign any of your rights or obligations under the Program Terms, whether by operation of law or otherwise. Datasite may assign, transfer or sublicense any or all its rights or obligations under the Program without restriction.
Notices. Wherever provision is made in this Program Terms for the giving, service, or delivery of any notice, such notice shall be in writing and shall be given using a method providing for proof of delivery, which shall include acknowledgement of receipt of email.
Marketing Support. Datasite may identify you as a Datasite customer and use your customer name or logo on any Datasite API Sites or other marketing materials.
Anti-Corruption and Bribery. Neither party has received nor been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Program Terms.
Anti-slavery and Trafficking. Neither party uses nor procures services in breach of anti-slavery and trafficking laws.
Governing Law and Jurisdiction. These Program Terms will be governed by the following laws, depending on where you are incorporated or established: (a) if you are incorporated or established in Australia or Asia, the laws of Australia and each party submits to the non-exclusive jurisdiction of the courts of New South Wales; (b) if you are incorporated or established in Europe, Middle East or Africa, the laws of England and Wales and each party submits to the non-exclusive jurisdiction of the courts of England and Wales; and (c) if you are incorporated or established in North America or South America, the laws of Minnesota, United States and each party submits to the exclusive jurisdiction of Hennepin County.
Severability. If a court of law holds any provision of this Program Terms to be illegal, invalid, or unenforceable that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and the legality, validity, and enforceability of the remaining provisions of this Program Terms shall not be affected thereby.
Entire Program Terms. These Program Terms constitutes the entire Program Terms between the Parties and supersedes all previous agreements, proposals, and negotiations, whether written or oral, regarding the subject matter herein. No trade usage, regular industry practice, or method or course of dealing between the Parties shall be used to modify, interpret, supplement, or alter the terms of this Program Terms in any way.