API program terms

These MCP Server and API Program Terms (“Program Terms”) for Datasite LLC (“Datasite”) apply to the use of (including any access to) the Datasite MCP Server and API Program. The “Datasite MCP Server and API Program” means the sites currently located at https://app.global.datasite.com/dev-portal/guides/mcp-server and https://developer.datasite.com and any successor site(s) (each, a “Developer Site” and, collectively, the “Developer Sites”).

You may not access a Developer Site or participate in the Datasite MCP Server and API Program if you are our direct competitor, except with our prior written consent.  In addition, you may not access a Developer Site or participate in the Datasite MCP Server and API Program for any competitive purposes.

RELATIONSHIP:

BY INDICATING YOUR ACCEPTANCE OF THESE PROGRAM TERMS OR USING A DEVELOPER 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 A DEVELOPER SITE OR PARTICIPATE IN THE DATASITE MCP SERVER AND API PROGRAM.

Datasite may change at any time the Program Terms by posting a revised version at  https://www.datasite.com/en/legal/api-program-terms that will be effective upon posting. Your use of a Developer Site is subject and pursuant to Datasite’s Terms of Use  included in the links below and which may be amended from time to time. The Program Terms or your use of a Developer Site does not grant you any right to access or use virtual data room or any other services (“Services”) unless you have entered into a separate commercial agreement. The Datasite MCP Server and API Program may be subject to additional terms and conditions notified to you from time to time.

DATASITE PARTIES:

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 employee, affiliate or third-party contractor shall, for all purposes of this Program Terms, be deemed to be the act or omission of Datasite.

OWNERSHIP:

Datasite will retain all ownership and intellectual property rights in the Developer Sites and the Datasite MCP Server and API Program including any content, sample code, model context protocol (MCP) servers, tools, product information and related documentation made available on the Developer Sites (collectively “Program Content”).  Subject to the Program Terms and such other terms applicable to the Datasite MCP Server and API Program, 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 (including where expressly enabled and configured by you through the MCP Server, the use of automated or AI-enabled agents acting on your behalf) (“AI-Agents”), solely within the scope of authority and system access expressly authorized by you. You acknowledge and agree that any actions, instructions, executions, acceptances, or transactions performed by such AI Agents through the Datasite MCP Server shall be deemed actions of you, provided that such AI Agents have been expressly authorized and authenticated in accordance with Datasite’s technical and security controls

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 a Developer 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 Developer 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.

Datasite may make available open-source projects on or through the Developer Sites or on or through third-party software repository hosting services (e.g., Github) in connection with the Datasite MCP Server and 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 Developer Sites, 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)  copy, rent, lease, sub-license, loan, merge, adapt, vary or modify the Program Content;  (E) provide or otherwise make available the Program Content in whole or in part, in any form to any person without our prior written consent; (F) to the extent permitted by applicable law, 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 (G) attempt to use Program Content, Contributions, or Open-Source Content in a manner that exceeds rate limits, or constitutes excessive or abusive usage;  (H) provide or otherwise make available the Datasite MCP Server and API Program in whole or in part (including object and source code), in any form to any person without prior written consent from us; (I)  infringe our intellectual property rights or those of any third party in relation to your use of the Datasite MCP Server and API Program, including the submission of any material (to the extent that such use is not licensed by the Program Terms); (J) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Datasite MCP Server and API Program.

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. 

AI AGENTS DELEGATED AUTHORITY

You may designate one or more AI Agents to act on your behalf solely through the Datasite MCP Server, provided that each such AI Agent is expressly enabled, configured and authorized by you through the applicable MCP Server controls. Where you have expressly authorized an AI Agent to enter into contracts, accept terms, submit orders, or otherwise create legally binding obligations (“Authorized Transactions”), you agree that such Authorized Transactions shall be binding upon you as if performed directly by  you.

DATA PRIVACY:

The terms of our Privacy Notice available at https://www.datasite.com/en/legal/privacy-notice is incorporated into these Program Terms by reference and applies to the use of the Datasite MCP Server, and API Program. By using the Datasite MCP Server, and API Program, you consent to Datasite collecting and using your personal data and Contributions to provide you the Datasite MCP Server, and API Program, allow our payment processors to take payments for any paid services and improve our products and services. The Datasite MCP Server and API Program may contain links to other independent third-party websites (Third-party Sites). Third-party Sites are not under our control, and we are not responsible for their content or their privacy policies.

For the avoidance of doubt, to the extent that you utilize the Program Content, Contributions, or Open-Source Content to transfer personal data for which Datasite is a data processor under a service agreement to any Applications, you acknowledge and agree that such transferred data is no longer data processed by or on behalf of Datasite.

PAID SERVICES:

Where you have subscribed to receive paid services, we use Stripe for payment, analytics, and other business services.  Payment shall be subject to the terms and conditions of Stripe that can be accessed at https://stripe.com/legal/consumer. Stripe collects and processes personal data, including identifying information about the devices that connect to its services. Stripe uses this information to operate and improve the services it provides to us, including for fraud detection and prevention. You can learn more about Stripe and its processing activities via its privacy policy at https://stripe.com/privacy.

We reserve the right to change our pricing from time to time, but our price changes will always be prospective and not retroactive.  You shall be entitled to terminate the paid services where you do not agree to the increase in price.

DISCLAIMER: 

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 MCP SERVERS, AI AGENTS, 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, MCP SERVERS, AI AGENTS, 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 MCP SERVER, AI AGENTS AND API PROGRAM, PROGRAM CONTENT, MCP SERVERS, OR ANY CONTRIBUTIONS.

CONFIDENTIALITY:

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:

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF ALL DATASITE AFFILIATED PARTIES, ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE DATASITE MCP SERVER, AI AGENTS AND API PROGRAM, EXCEED ONE HUNDRED U.S. DOLLARS ($100.00) OR FOR PAID  SERVICES, THE GREATER OF THE FEES PAID BY YOU IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY LIABILITY; AND $50,000. 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 including any acts or omissions of your AI Agents or any unintended use of the MCP Server arising from the AI Agent configuration or operation (a "Claim"), and will indemnify the Datasite Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against  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).

TERM; TERMINATION:

The Program Terms will continue until terminated. Datasite may terminate or suspend your use of the Datasite MCP Server and API Program, or any portion of the Datasite MCP Server and API Program, at any time and without prior notice. Immediately upon any such termination or suspension, your right to use the applicable Datasite MCP Server, and API Program or portion of such Datasite MCP Server and API Program will permanently or temporarily cease (as applicable). If Datasite terminates your right to use a Datasite MCP Server and API Program, then the Program Terms will terminate.  Upon termination of the Program Terms, you will promptly destroy copies of any Program Content  not yet in the public domain in your possession or control that was received under the Program Terms.

You may cancel your paid membership or where you do not agree to the increase in price at any time on the applicable Developer Site.  Your paid membership will downgrade to the unpaid membership upon completion of the month for which you paid.

UK and EU customers who do not subscribe to paid membership on behalf of their company or their business, shall have the right to cancel or downgrade the paid membership within 14 days of subscribing to the paid  services without charge and shall receive a full refund for any payments that have been taken. After the expiry of the 14 days, customers may cancel at any time and will downgrade to the unpaid membership upon completion of the month for which they have paid.

We reserve the right to terminate the free services on written notice where there is no activity on the account for two years or such other period as determined by Datasite.

GENERAL:

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," “AI Agents Delegated Authority," “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 any Developer 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 any Developer 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. These Program Terms do 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 Terms 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 Developer Site 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 based, incorporated or established: (a) if you are based, 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 based, 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 based, incorporated or established in North America or South America, the laws of Minnesota, United States and each party submits to the exclusive jurisdiction in 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 constitute the entire agreement between the Parties and supersede 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.