These Zapier API Terms for Usage Sponsorship Package (the "Terms") are an agreement between Zapier, Inc. (“Zapier”) and you (“Partner” or “you”) which govern your use of the Zapier APIs. These Terms apply to the extent that you have agreed to an Usage Sponsorship Package order with Zapier which references these Terms (an “Order”). As used herein:

1. "Apps" mean your own branded applications and application programming interfaces and any updates, upgrades, modifications, additions, and versions thereto.

2. "Connector" means the data links on your App’s websites that connect your App(s) using the Zapier APIs, and any updates, upgrades, modifications, additions, and versions thereto.

3. "Custom API Code" means code made available by Zapier under an Order in connection with the Zapier APIs.

4. "Documentation" means Zapier API documentation made available to you by Zapier on the Zapier API Website.

5. “End User” means a common customer of yours and Zapier that uses the Connector directly from your App’s websites.

6. "Libraries" mean Zapier API script libraries made available to you by Zapier on the Zapier API Website, and any updates, upgrades, modifications, additions, and versions thereto.

7. “Purpose” means your use of the Zapier APIs from your App’s websites through the Connector.

8. "Zapier APIs" mean (i) Zapier's application programming interfaces made available by Zapier to you on the Zapier API Website in connection with an Order and any updates, upgrades, modifications, additions, and versions thereto; and (ii) associated Custom API Code, Documentation, Libraries, and other Zapier materials provided to you in connection with an Order or on the Zapier API Website, and any updates, upgrades, modifications, additions, and versions thereto.

9. “Zapier API Website” is referenced in the Order by and between you and Zapier.

By using the Zapier APIs, you acknowledge and agree as follows:

1. License and Registration

Subject to your compliance with these Terms, Zapier grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to copy and use the Zapier APIs for the Purpose. You shall comply with any Zapier registration or credentialing requirements for access to the Zapier APIs. Zapier API access keys or credentials are Zapier's Confidential Information and may not be shared with third parties.

2. License Restrictions

By accessing or using the Zapier APIs, you agree that you will not (or authorize any third party to), directly or indirectly: (a) redistribute, sell, lease, license, copy, publicly perform or display, transmit, publish, edit, adapt, create derivative works of, modify, or otherwise use or exploit any portion of the Zapier APIs, except as expressly provided herein; (b) distribute, deploy, or otherwise utilize Connectors for any purpose other than to facilitate the connection of Apps using the Zapier APIs; (c) use or implement any undocumented feature of the Zapier APIs, or any documented feature of the Zapier APIs other than in accordance with applicable Documentation; (d) decompile, reverse engineer, or otherwise access or attempt to access the source code for Zapier APIs not made available to you in source code form; (e) remove, obscure, interfere with, or circumvent any Zapier API feature, including, without limitation, any copyright or other intellectual property notices, security, or access control mechanism; (f) take any action that could subject the Zapier APIs (or any part) to third-party terms, including without limitation, "open source" software license terms; (g) copy, frame, or display any elements of the Zapier APIs through Apps, except as expressly contemplated by these Terms, Documentation, or as otherwise permitted by Zapier; (h) access or use the Zapier APIs for any competitive purpose or analysis, or disseminate performance information (including uptime, response time, or benchmarks) relating to the Zapier APIs; (i) suggest any affiliation with Zapier, including that Zapier sponsors, endorses, or guarantees any use of the App, except for the relationship expressly contemplated in these Terms, or make any representations, warranties, or commitments regarding or on behalf of Zapier; (j) use the Zapier APIs for any purpose other than for which they were expressly designed; or (l) use the Zapier APIs in ways that violate any applicable laws or the Acceptable Use Policy located at: https://zapier.com/aup.

3. Reservation of Rights

As between you and Zapier, all components of the Zapier APIs, including intellectual property rights therein and thereto, are the sole and exclusive property of Zapier, its affiliates, and/or licensors. Zapier reserves all rights not expressly granted in these Terms. You do not acquire any right, title, or interest to the Zapier APIs, whether by implication, estoppel, or otherwise, except for the limited license set forth herein. Zapier may monitor Zapier API usage and limit your access to the Zapier APIs, including the number of calls or requests you may make. Zapier owns all data and other information that Zapier collects related to the Zapier APIs and related systems and technologies.

4. Your Responsibilities

a. Standards for Connectors/Apps. You will take reasonable measures to maintain the functionality, quality, availability, and security of Connectors and Apps.

b. Connectors/Apps and End Users. You are solely responsible, at your own expense, for: (i) Connectors and Apps and their distribution, operation, and support; (ii) your own relationships and agreements with end users regarding their use of Connectors and Apps; (iii) the security of Connectors and Apps; and (iv) Connectors and Apps' compliance with applicable laws, and third-party policies and terms.

c. Your Representations, Warranties, and Covenants. You represent, warrant, and covenant that: (i) you have full power and authority to enter into and perform these Terms and to develop Connectors and Apps without violating any other agreement or undertaking; (ii) Connectors and Apps and their use will not violate any third-party rights (including intellectual property rights and rights of privacy or publicity) or any applicable laws or regulations; and (iii) you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services.

5. Zapier Responsibilities

a. Standards for the Zapier APIs. Zapier will take reasonable measures to maintain the functionality, quality, availability, and security of the Zapier APIs; provided, Zapier may update the Zapier APIs (and future versions may not be compatible with Connectors or Apps developed using previous versions).

b. Zapier APIs and End Users. Zapier is solely responsible, at its own expense, for: (i) the Zapier APIs and their distribution, operation, and support; (ii) its own relationships and agreements with end users regarding their use of Zapier services; (iii) the security of the Zapier APIs; and (iv) the Zapier APIs’ compliance with applicable laws, and third-party policies and terms.

c. Zapier’s Representations, Warranties, and Covenants. Zapier represents, warrants, and covenants that: (i) Zapier has full power and authority to enter into and perform these Terms and to develop the Zapier APIs without violating any other agreement or undertaking; (ii) the Zapier APIs and their use will not violate any third-party rights (including intellectual property rights and rights of privacy or publicity) or any applicable laws or regulations; and (iii) Zapier is not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services.

6. Data

a. User Data. An End User may access, retrieve, transmit, upload, post, delete, collect, maintain, use, store, or otherwise process (collectively, "Process" or "Processed") certain of their data or content through Connectors ("User Data") for their further use. With respect to such User Data , each party shall Process the User Data only to the extent enabled by such End User, or otherwise agreed between such party and an End User, and to ensure that it Processes all User Data in accordance with: (i) such party’s agreement with the End User, a legally adequate privacy policy, and appropriate contextual notices to and consents from End Users; (ii) applicable laws;; and (iii) appropriate measures that protect the privacy and security of User Data.

b. Processing of Data. When an End User uses Connectors to Process User Data, such End User is the "data controller" (as defined under applicable data privacy laws) of their User Data. Zapier is the "data processor" or "service provider," as applicable (as defined under applicable data privacy laws) of such User Data in Zapier's possession. You are the "data processor" or "service provider," as applicable (as defined under applicable data privacy laws) of such User Data in your possession. Each party shall comply with applicable data privacy laws for any User Data that such party Processes for an End User.

7. Feedback; Beta Releases

a. You may optionally give suggestions, feedback, or comments regarding the Zapier APIs or Connectors (“Feedback”) to Zapier. Feedback may be used freely without any restriction or obligation.

b. Zapier may offer optional alpha, beta, developmental, test, experimental, preview, or early-access releases of the Zapier API or other products or services (each, a “Beta Release”). Either party may terminate your use of Beta Releases at any time and for any reason. Beta Releases may be inoperable, incomplete, or include features never released. Notwithstanding anything else in these Terms, Zapier offers no warranty, indemnity, or support for Beta Releases. Information regarding a private Beta Release shared with you is Zapier’s Confidential Information under Section 16 below.

8. Third-Party Software and Open-Source Software

The Zapier APIs may be provided in conjunction with other components, including third-party software ("Third-Party Software") provided under separate license terms ("Third-Party Terms") and Custom API Code separately licensed under open-source licenses ("Open-Sourced API Code Code"), as described in the Documentation. Your use of Third-Party Software and Open-Sourced API Code with the Zapier APIs is subject to the Third-Party Terms or terms of the open-source license governing such Open-Sourced API Code, as applicable, and not these Terms.

9. Term and Termination

These Terms will remain in effect until the termination of the Order, at which time, they will automatically terminate. Following any termination of these Terms, you must immediately cease use of the Zapier APIs and destroy all copies of any Zapier APIs components in your possession. Sections 6 through 16 shall survive termination of these Terms. In addition, following termination, you may no longer access any content, data, or information relating to the Zapier APIs. Zapier will have no obligation or liability resulting from the termination of these Terms as permitted above.

10. Disclaimers

Except as expressly set out in these Terms, each party disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. Zapier’s warranties in these Terms do not apply to issues arising from third party platforms or misuse or unauthorized modifications of the Zapier APIs. These disclaimers apply to the full extent permitted by applicable law.

11. Limitations of Liability

a. General Cap. Each party’s entire liability arising out of or related to these Terms and the Order will not exceed the amounts paid or payable by you to Zapier under the applicable Order in the twelve (12) months immediately preceding the first incident giving rise to liability (“General Cap”).

b. Consequential Damages Waiver. Neither party will have any liability arising out of or related to these Terms and the Order for indirect, special, incidental, reliance or consequential damages or damages for loss of use, lost profits or interruption of business, even if informed of their possibility in advance.

c. Exceptions and Enhanced Cap. Sections 11.1 (General Cap) and 11.2 (Consequential Damages Waiver) will not apply to: (i) either party’s infringement or misappropriation of the other party’s intellectual property rights; (ii) either party’s breach of Section 6 (Data), Section 13 (Confidentiality); and (iii) the indemnifying party’s obligations under Section 12 (Indemnity) (“Enhanced Claims”). For all Enhanced Claims, each party’s entire liability will not exceed two (2) times the General Cap.

d. Nature of Claims. The waivers and limitations in this Section 16 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

12. Indemnification

a. Indemnification by You. You, at your own cost, will defend Zapier from and against any (i) third-party claim that the Connectors or Apps infringe or misappropriate a third party’s intellectual property rights; (ii) third-party claim resulting from or in connection with your breach of Section 6 (Data) or Section 13 (Confidentiality); or (iii) your misuse of the Zapier APIs in violation of these Terms (together, “Partner-Covered Claims”) and will indemnify and hold harmless Zapier from and against any damages or costs awarded against Zapier (including reasonable attorneys’ fees) or agreed in settlement by you resulting from the Partner-Covered Claims.

b. Indemnification by Zapier. Zapier, at its own cost, will defend you from and against any (i) third-party claim that the Zapier APIs, when used by you as authorized in these Terms, infringe or misappropriate a third party’s intellectual property rights; or (ii) third-party claim resulting from or in connection with Zapier’s breach of Section 6 (Data) or Section 13 (Confidentiality) (together, “Zapier-Covered Claims”) and will indemnify and hold harmless you from and against any damages or costs awarded against you (including reasonable attorneys’ fees) or agreed in settlement by Zapier resulting from the Provider-Covered Claims.

c. Procedures. The indemnifying party’s obligations are subject to receiving from the indemnified party: (i) prompt notice of the claim (but delayed notice will only reduce the indemnifying party’s obligations to the extent prejudiced by the delay); (ii) the exclusive right to control the claim’s investigation, defense, and settlement; and (iii) reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim without the indemnified party’s prior approval if settlement would require the indemnified party to admit fault or take or refrain from taking any action. The indemnified party may participate in a claim with its own counsel at its own expense.

d. Mitigation. In response to an infringement or misappropriation claim, if required by settlement or injunction or as Zapier determines necessary to avoid material liability, Zapier may: (i) procure rights for your continued use of the Zapier APIs; (ii) replace or modify the allegedly infringing portion of the Zapier APIs to avoid infringement, without reducing the overall functionality of the Zapier APIs; or (iii) terminate the affected Order and refund to you any pre-paid, unused fees for the terminated portion of the Order’s term.

e. Exceptions. Zapier’s obligations in this Section 12 do not apply to claims resulting from: (i) modification or unauthorized use of the Zapier APIs; (ii) use of the Zapier APIs in combination with items not provided by Zapier, including third-party platforms; or (iii) Zapier APIs other than the most recent release, if Zapier made available a newer release that would avoid infringement.

f. Exclusive Remedy. This Section 12 sets out the indemnified party’s exclusive remedy and the indemnifying party’s sole liability regarding third-party claims of intellectual property infringement or misappropriation covered by this Section 12.

13. Confidential Information

a. “Confidential Information” means information disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under these Terms, in any form, which (i) the discloser identifies to recipient as “confidential” or “proprietary” or (ii) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Zapier’s Confidential Information includes: (i) non-public aspects of the Zapier APIs or any component thereof (including the Custom API Code, Documentation, or Libraries) made available to you by Zapier; and (ii) technical or performance information about the Zapier APIs.

b. Use and Protection. As recipient, each party will: (i) use Confidential Information only to fulfill its obligations and exercise its rights under these Terms; (ii) not disclose Confidential Information to third parties without the discloser’s prior approval, except as permitted in this Agreement; and (iii) protect Confidential Information using at least the same precautions used for recipient’s own similar information and no less than a reasonable standard of care.

c. Permitted Disclosures. The recipient may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 13 and they are bound to confidentiality obligations no less protective than this Section 13.

d. Exclusions. These confidentiality obligations do not apply to information that the recipient can document: (i) is or becomes public knowledge through no fault of the recipient; (ii) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the discloser; (iii) it rightfully received from a third party without confidentiality restrictions; or (iv) it independently developed without using or referencing Confidential Information.

e. Remedies. Breach of this Section 13 may cause substantial harm for which monetary damages are an insufficient remedy. Upon a breach of this Section, the discloser is entitled to seek appropriate equitable relief, including an injunction, in addition to other remedies.

f. Required Disclosures. The recipient may disclose Confidential Information to the extent required by applicable law. If permitted by applicable law, the recipient will give the discloser reasonable advance notice of the required disclosure and reasonably cooperate, at the discloser’s expense, to obtain confidential treatment for the Confidential Information.

14. Governing Law

These Terms shall be governed by the laws of Delaware, without regard to conflict of laws provisions. Disputes arising out of or relating to these Terms shall be resolved in the state and federal courts located in Wilmington, Delaware and subject to their sole and exclusive jurisdiction.

15. Changes to these Terms

Zapier may modify these Terms at any time, including referenced standards, guidelines, or other documents, with such modifications to be effective as of your next Order term renewal. Your continued use of any part of the Zapier APIs (including any Custom API Code, Documentation, or Libraries) or maintaining Connectors after the such renewal date constitutes your acceptance of them. If you do not or cannot agree to the modified Terms, your sole remedy is to terminate your use of the Zapier APIs prior to your next Order renewal.

16. Miscellaneous

a. These Terms, along with any corresponding Order(s), constitute the entire agreement between you and Zapier. They supersede all prior agreements, negotiations, or other communications between you and Zapier, whether oral or written, with respect to the subject matter hereof. Except as expressly provided herein, they cannot be modified other than in a writing signed by both parties.

b. If any provision of these Terms is found invalid or unenforceable, then: (i) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from these Terms; and (ii) the validity and enforceability of the other provisions hereof shall not be affected or impaired.

c. You may not assign these Terms, whether expressly or by operation of law, without Zapier's prior written consent, except to a purchaser of all or substantially all your assets, or to a successor by way of merger, consolidation, or similar transaction; provided, however, these Terms may not be assigned to any competitor of Zapier, as determined in Zapier’s sole and exclusive discretion, without Zapier's prior written consent. Any attempted assignment in violation of this section shall be void and of no effect. Zapier may assign these Terms without restriction or notice to you. Subject to the foregoing, these Terms shall be binding on the parties and their respective successors and permitted assigns.

d. Neither party is liable for a delay or failure to perform this Agreement due to a an unforeseen event beyond a party’s reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party Internet or utility failure, refusal of government license or natural disaster, where the affected party takes reasonable and customary measures to avoid or mitigate such event’s effects (“Force Majeure”). If a Force Majeure materially adversely affects the Zapier APIs for fifteen (15) or more consecutive days, either party may terminate the affected Order(s) upon notice to the other and Zapier will refund to you any pre-paid, unused fees for the terminated portion of the current term. However, this does not limit your obligations to pay fees owed.

e. The failure of a party to exercise, or delay in exercising, a right, power, or remedy provided in these Terms or by law shall not constitute a waiver of that right, power, or remedy. Such party’s waiver of any obligation or breach of these Terms shall not operate as a waiver of any other obligation or subsequent breach of these Terms.

f. Notices must be in writing and will be deemed provided when delivered. Zapier may provide notice to the email or physical address associated with your Zapier account. Your notices to Zapier must be sent via email to legal@zapier.com.

g. The parties are independent contractors, and these Terms do not create any agency, partnership, or joint venture.