Zapier Platform Agreement
Please read this Zapier Platform Agreement. You need to agree to this Zapier Platform Agreement to use the Zapier Platform. If you plan to make your app public, the Zapier Platform Agreement grants Zapier permission to use your marketing assets (e.g., your app name and logo) throughout Zapier’s website and platform, and on other Zapier platform participants’ apps and websites to promote your integration.
Thank you for your interest in Zapier, Inc. ("Zapier") and the Zapier platform, which allows you to build integrations and data links (“Your Integrations”) with and between your own branded applications and APIs (“Your Apps”) to facilitate the Zapier services (the “Services”). The Zapier platform includes Zapier’s documentation and templates ("Documentation"), script libraries ("Libraries"), sample code available at github.com/zapier to the extent not separately licensed under an open source license ("Sample Code"), and other materials provided to you via the Zapier platform website at https://zapier.com/platform, and any upgrades, modified versions, additions and improvements thereto, if any (collectively, the "Zapier Platform").
This Zapier Platform Agreement (this "Agreement") governs use of the Zapier Platform by you. If you are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), you are agreeing to this Agreement for that Entity and representing to Zapier that you have the authority to bind such Entity to this Agreement, in which case the term “you” shall refer to such Entity. By downloading, installing, or otherwise accessing or using the Zapier Platform, you agree that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you may not use the Zapier Platform. In the event of any conflict between this Agreement and the Zapier terms of service at https://zapier.com/terms, this Agreement will govern.
By using or accessing any portion of the Zapier Platform, You and Zapier acknowledge and agree as follows:
- Limited License. Subject to your complete and ongoing compliance with all the terms and conditions set forth in this Agreement, including without limitation all license limitations, restrictions and permissions set forth herein, Zapier grants you the following limited, non-exclusive, non-transferable, non-sublicensable, revocable licenses to:
- copy, use, and (where applicable) authorize your employees to use, the Documentation internally solely in connection with developing Your Integrations;
- copy and modify Sample Code strictly for the purpose of developing Your Integrations; and
- incorporate unmodified Libraries and modified or unmodified Sample Code into Your Integrations and redistribute such Libraries and Sample Code as part of Your Integrations solely through the Services.
Notwithstanding anything herein, the foregoing license rights are limited to the development and distribution of Your Integrations solely for the purpose of accessing or interfacing with the Services, as permitted in the Documentation, and in accordance with Zapier’s Acceptable Use Policy located at https://zapier.com/platform/acceptable-use (capitalized terms used therein will have the meanings set forth in this Agreement).
- Restrictions. By accessing or using the Zapier Platform, you represent, warrant and covenant that you are a person or Entity engaged in the development of software applications (i.e., Your Apps) that desires to integrate Your Apps with the Services. You will not (and will not authorize any third party to), directly or indirectly: (i) redistribute, sell, lease, license, copy, publicly perform or display, transmit, publish, edit, adapt, create derivative works of, modify or otherwise use or exploit in any manner any portion of the Zapier Platform or any related non-public information, except as expressly provided herein, (ii) distribute, deploy, or otherwise utilize Your Integrations for any purpose other than to facilitate the integration of Your Apps with the Services, (iii) use or implement any undocumented feature or API, or use any documented feature or API other than in accordance with applicable Documentation, (iv) fail to maintain the confidentiality of the non-public aspects of the Zapier Platform or fail to use at least the same measures to protect the non-public aspects of the Zapier Platform as you use for your own confidential information (and in any case no less than reasonable care), (v) decompile, reverse engineer, or otherwise access or attempt to access the source code for the Zapier Platform not made available to you in source code form, (vi) remove, obscure, interfere with or circumvent any feature of the Zapier Platform, including without limitation any copyright or other intellectual property notices, security, or access control mechanism, (vii) take any action that would subject any portion of the Zapier Platform to any third party terms, including without limitation any “open source” software license terms, (viii) copy, frame or display any elements of the Services through Your Apps or Your Integrations, except as expressly authorized by Zapier in writing, (ix) access the Zapier Platform for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the Zapier Platform or Services; (x) suggest any affiliation with Zapier, including any suggestion that Zapier sponsors, endorses or guarantees Your Integrations or Your Apps, except for the Zapier Platform integration relationship expressly contemplated in this Agreement, or make any representations, warranties or commitments regarding Zapier or on behalf of Zapier (including in relation to the Services or Zapier Platform) or (xi) use the Zapier Platform for any purpose other than in a manner for which the Zapier Platform is expressly designed. If you are prohibited under applicable law from using the Zapier Platform, you may not use it, and you will comply with all applicable laws and regulations (including without limitation laws and regulations related to export controls) in connection with your use of the Zapier Platform. ANY USE IN VIOLATION OF THE FOREGOING LIMITATIONS AND RESTRICTIONS IS STRICTLY PROHIBITED, AND UNLICENSED.
- Reservation of Rights. The Zapier Platform is owned by Zapier and licensed, not sold, to you. The Zapier Platform, including all documentation, content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, services and other elements of the Zapier Platform, are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. As between you and Zapier, all components of the Zapier Platform, including all intellectual property rights therein and thereto, are the sole and exclusive property of Zapier or its affiliates and/or licensors. Zapier reserves all rights not expressly granted in this Agreement. You do not acquire any right, title or interest to the Zapier Platform, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement. From time to time, Zapier may place limits on access to the Zapier Platform (e.g., limits on numbers of calls or requests). Further, Zapier may monitor your usage of the Zapier Platform and limit the number of calls or requests you may make if Zapier believes that your usage is in breach of this Agreement or may negatively affect the Zapier Platform (or otherwise impose liability on Zapier).
- Trademarks. To the extent Your Integrations and Your Apps are approved by Zapier and thus activated and made publicly available through the Service, each party (the “Grantor”) hereby grants to the other party (the “Grantee”) a non-exclusive, non-transferable (except as set forth in Section 18), non-sublicensable right and license to use Grantor’s trademarks, trade names, service marks, logotypes or brand identifiers, whether registered or unregistered (collectively, “Trademarks”), solely for the purpose of (a) in the case of you as the Grantor, marketing and publicizing the Services and the functionality of Your Integrations and Your Apps that are approved and activated or (b) in the case of Zapier as the Grantor, indicating that Your Integrations and Your Apps that are approved and activated are available and operable on the Services. You also hereby grant to third party Zapier Platform participants with applications or APIs that are approved for the Zapier Platform (“Third Party Participants”, and such applications or APIs, “Third Party Apps”) a non-exclusive, non-transferable (other than to a successor), non-sublicensable right and license to use your Trademarks solely for the purposes of (i) marketing and publicizing the Third Party Apps of such Third Party Participants and (ii) linking or embedding such Third Party Apps with Your Integrations and Your Apps. Each party reserves all rights to its Trademarks not expressly granted under this Section 4. Any rights (including goodwill) that Grantee acquires by use of the Grantor’s Trademarks shall inure solely to the benefit of Grantor. Grantee shall not use any other mark confusingly similar to the Grantor’s Trademarks. Grantee shall use the Trademarks in accordance with Grantor’s guidelines as may be provided by Grantor from time to time and Grantor shall have the right to review Grantee’s use of the Grantor’s Trademarks from time to time. Grantee shall remedy any deficiencies in its use of the Grantor’s Trademarks, as determined by Grantor in its sole discretion, upon notification by Grantor and in the manner requested by Grantor.
- Standards for Your Integrations/Apps. As a condition of Your Integrations and Your Apps being activated and made publicly available through the Service, Zapier in its discretion must approve Your Integrations and Your Apps and, without limiting the foregoing, you agree to meet the following standards with respect to Your Integrations and Your Apps:
- Adherence to Quality. You will ensure that Your Integrations and Your Apps meet the quality standards set forth at https://zapier.com/developer/documentation/v2/app-dev-guide.
- Maintenance. You will take reasonable measures to maintain Your Integrations and Your Apps, taking into account feedback from Zapier users and any related changes you make to your APIs.
- Development/Brand Guidelines. You will comply with Zapier’s style guide at https://zapier.com/developer/documentation/v2/app-dev-guide and brand guidelines at zapier.com/brand.
- Your Other Responsibilities.
- Zapier Terms of Service. You will not facilitate or encourage any end user to violate the Zapier Terms of Service or interfere with any end user’s review or acceptance of the Zapier Terms of Service. For the avoidance of doubt, your use of the Zapier Platform is subject to this Agreement, not the Zapier Terms of Service. If you use Services as an end user, that use remains subject to the Zapier Terms of Service.
- Your Representations and Warranties. You represent and warrant that (a) you have full power and authority to enter into and perform this Agreement and to exploit Your Integrations and Your Apps without violating any other agreement; (b) Your Integrations and Your 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; (c) all information you provide to Zapier is and will be true, accurate, and complete and (d) you will not interfere with Zapier’s business practices, including in relation to the Services or Zapier Platform.
- Zapier’s Rights with respect to Your Integrations. You hereby grant to Zapier a non-exclusive, perpetual, irrevocable, non-transferable (except as set forth in Section 18), sublicensable right and license to copy, modify, use and distribute Your Integrations in connection with the Service, provided that Zapier will not intentionally remove any functionality from Your Integrations unless such removal is to bring Your Integrations into compliance with this Agreement (including Sections 5 and 6) or to fix errors, bugs or other similar issues. This license will survive any termination of this Agreement. Zapier may exercise the foregoing rights through contractors providing services to Zapier, solely in their capacities as service providers to Zapier. You agree to provide Zapier with the source code for Your Integrations upon request.
- Registration. You agree to follow the registration or credentialing requirements (if any) established by Zapier for access to the Zapier Platform. All Zapier Platform access keys or credentials are Zapier’s Confidential Information and may not be shared with third parties.
- Feedback; Independent Development. If you provide Zapier with any comments, bug reports, feedback, enhancements, or modifications proposed or suggested by you regarding the Zapier Platform or the Services ("Feedback"), such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary you may include in any accompanying communication), and Zapier shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Zapier Platform or Services. You hereby grant Zapier a perpetual, irrevocable, transferable, sublicensable (through multiple tiers), non-exclusive license to so incorporate, use and otherwise exploit your Feedback (including any ideas, concepts, methods, know-how or techniques embodied in such Feedback) for any purpose, including to make and sell products and services, without any restriction or obligation to you. In addition, you agree that nothing restricts Zapier’s ability to independently create software, tools or other technology that are similar to Your Integrations or Your Apps.
- Third Party Software and Open Source Software. The Zapier Platform may be provided in conjunction with other components, including certain third party software ("Third Party Software"), that are provided by their authors under separate license terms (the "Third Party Terms") and certain sample code available at github.com/zapier that is separately licensed under an open source license (“Open Sourced Sample Code”), as described in more detail in the Documentation. Your use of the Third Party Software and Open Sourced Sample Code in conjunction with the Zapier Platform is subject to the Third-Party Terms or terms of the open source license governing such Open Sourced Sample Code, as applicable, and not this Agreement.
- Data Processing Addendum. To the extent that Zapier processes any Personal Information (as defined in the DPA) that is subject to the GDPR (as defined in the DPA), on your behalf, in the provision of the Services, the terms of the data processing addendum at http://www.zapier.com/dpa/ ("DPA"), which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms. For the purposes of the Standard Contractual Clauses attached to the DPA, when you are the data exporter, your agreeing to this Agreement shall be treated as signing of the DPA, including, without limitation, the Standard Contractual Clauses and their Appendices.
- Term and Termination. This Agreement will remain in effect until terminated. This Agreement, and your rights and licenses hereunder, will terminate immediately upon your breach of this Agreement. You may terminate the Agreement by written notice to Zapier and ceasing all use of the Zapier Platform. Zapier may terminate this Agreement at any time for any reason, including without limitation any actual or suspected misuse or abuse by you of the Zapier Platform or any violation of this Agreement. Following any termination of this Agreement, you must immediately cease use of the Zapier Platform, and destroy all copies of any components of the Zapier Platform in your possession. Sections 7 through 18, and Zapier’s rights to use your Trademarks under Section 4, shall survive termination of this Agreement. In addition, following termination, you acknowledge that you may no longer have access to any content, data or information submitted to Zapier relating to the Zapier Platform. Zapier will have no obligation or liability resulting from termination of this Agreement as permitted above.
- Disclaimers. THE ZAPIER PLATFORM (INCLUDING ALL ASSOCIATED DOCUMENTATION, LIBRARIES AND SAMPLE CODE) ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZAPIER DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, RESULTS, AND NON-INFRINGEMENT. ZAPIER EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF THE ZAPIER PLATFORM, AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE ZAPIER PLATFORM, OR THE QUALITY OR CONSISTENCY OF THE ZAPIER PLATFORM OR RESULTS OBTAINED THROUGH ITS USE. ZAPIER HAS NO OBLIGATION TO PROVIDE ANY MAINTENANCE OR SUPPORT FOR THE ZAPIER PLATFORM (OR TO END USERS OF YOUR INTEGRATIONS OR YOUR APPS) OR TO FIX ANY ERRORS OR DEFECTS. ZAPIER MAY CHANGE THE ZAPIER PLATFORM OR SERVICES (AND FUTURE VERSIONS MAY NOT BE COMPATIBLE WITH YOUR INTEGRATIONS OR YOUR APPS DEVELOPED USING PREVIOUS VERSIONS); ZAPIER WILL HAVE NO LIABILITY RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY, ZAPIER MAKES AND ASSUMES NO REPRESENTATIONS, WARRANTIES OR INDEMNIFICATION OR OTHER OBLIGATIONS OR LIABILITIES WITH RESPECT TO YOUR INTEGRATIONS OR YOUR APPS OR THEIR COMBINATION, INTERACTION OR USE WITH ANY THIRD PARTY APPS, THE SERVICES OR THE ZAPIER PLATFORM. WITHOUT LIMITING THE FOREGOING OR ANYTHING ELSE HEREIN, YOU AGREE THAT ZAPIER IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY APPS OR ANY ACTS OR OMISSIONS OF PROVIDERS OF THIRD PARTY APPS, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION.
- Limitation of Liability. UNDER NO CIRCUMSTANCES WILL ZAPIER BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING LOST PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE ZAPIER PLATFORM, EVEN IF ZAPIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL ZAPIER'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT OR THE TERMS HEREOF EXCEED THE GREATER OF AMOUNTS PAID BY YOU FOR THE ZAPIER PLATFORM, IF ANY, OR FIFTY DOLLARS (US$50). SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH AN EVENT THE ABOVE LIMITATIONS AND EXCLUSIONS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
- Indemnity. You agree to indemnify, defend (at Zapier’s request) and hold Zapier and its affiliates, officers, directors, suppliers, licensors, and other customers harmless from and against any and all liability and costs, including reasonable attorneys' fees incurred by such parties, in connection with or arising out of Your Integrations or Your Apps (except to the extent arising solely out of modifications to Your Integrations made by Zapier), your relationships or interactions with any end users or other third parties with respect to Your Integrations or Your Apps, your use or misuse of the Zapier Platform, or your violation of this Agreement, or any applicable law or regulation. Zapier may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Zapier’s prior written consent (not to be unreasonably withheld).
- Governing Law. Any claim relating to the Zapier Platform or Services shall be governed by the laws of California, without regard to conflict of laws provisions. Disputes arising under this Agreement shall be resolved in, and subject to the sole and exclusive jurisdiction of the state and federal courts located in the Northern District of California.
- Changes to this Agreement. Zapier may modify this Agreement from time to time, including any referenced standards, guidelines or other documents. Zapier will use reasonable efforts to notify you of modifications at least thirty (30) days before they go into effect (which notice may be by email to the email address associated with your Zapier Platform account). You may be required to click through the modified Agreement to show your acceptance and in any event your continued use of any portion of the Zapier Platform (including any related code, documentation or other materials) after the modification constitutes your acceptance to the modifications. If you do not agree to the modified Agreement, your sole remedy is to terminate your use of the Zapier Platform.
- Miscellaneous. This Agreement is the entire agreement between you and Zapier, and supersedes any and all prior agreements, negotiations, or other communications between you and Zapier, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both parties. In the event that any provision of this Agreement is held to be 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 this Agreement; and (ii) the validity and enforceability of all of the other provisions hereof shall in no way be affected or impaired thereby. You may not assign this Agreement without the prior written consent of Zapier, whether expressly or by operation of law, including in connection with a merger or change of control, and any such attempted assignment shall be void and of no effect. Zapier may assign this Agreement without restriction and without any notice to you. Subject to the foregoing, this Agreement shall be binding on the parties and their respective successors and permitted assigns. Without limiting the other disclaimers set forth herein, you acknowledge and understand that if Zapier is unable to provide the Zapier Platform as a result of a force majeure event, Zapier will not be in breach of this Agreement. A force majeure event means any event beyond the control of Zapier. The failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law shall not constitute a waiver of that right, power or remedy. Zapier's waiver of any obligation or breach of this Agreement shall not operate as a waiver of any other obligation or subsequent breach of the Agreement. Notices must be in writing and will be deemed given when delivered. Zapier may provide notice to the email or physical address associated with your Zapier Platform account. Your notices to Zapier must be sent by first class mail or pre-paid post to Zapier, Inc., 548 Market St. #62411, San Francisco, CA 94104-5401; Attn: Legal. The parties are independent contractors and this Agreement does not create any agency, partnership, or joint venture. The Zapier Platform is a "Commercial Item" as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation." If and to the extent the Zapier Platform is supplied to or purchased by or on behalf of a United States government entity or an entity licensing the Zapier Platform for or on behalf of a United States government entity, the Zapier Platform is licensed (i) only as a Commercial Item and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement.
Last updated: April 9, 2019