Your use of the BetterCloud API Services is subject to the Master Subscription Agreement (“Agreement”) entered into by You and BetterCloud, and these supplemental service terms and conditions (“API Terms”). If You purchased a subscription to Our Services that includes the API Services, You agree that these API Terms shall apply to Your use of the API Services and are incorporated into the Agreement. All capitalized terms not defined here shall have the meaning assigned to them in the Agreement.

1. Definitions

“API Integrations” means the systematic interactions between Non-BetterCloud Applications and the Services that are developed through the BetterCloud API by You, by Us for You, or by an API Partner for You. API Integrations are not Your Services Data and are not Our Services.

“API Partner” means one of our approved partners for API Integrations as communicated in writing by Us to You.

“API Services” means the Our product and services related to and including the BetterCloud API.

“BetterCloud API” means the BetterCloud API Platform and Developer Console which allows certain BetterCloud customers to utilize ingress, egress, and reporting functionality through APIs published by the providers of Non-BetterCloud Applications, as well as APIs accessible within the BetterCloud Developer Console and the BetterCloud API Platform, to extend BetterCloud platform functionality to interact with Non-BetterCloud Applications as defined by the corresponding customer.

“Sensitive Information” includes, but is not limited to, protected health information, social security numbers and other unique identifiers, financial information, payroll information, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, sexual orientation, background check information, and other similar information.

“Usage Information” means information relating to Your use, testing or evaluation of the BetterCloud API, including observations or information regarding the performance, features and functionality of the BetterCloud API or API Integrations.

2. Your Use of the BetterCloud API

2.1 Authentication. In order to use and access the BetterCloud API, You must use a supported authentication mechanism. You must create API tokens in the Services, and configure Your access controls in Your Services account. You must keep such API tokens secure (e.g., using an encrypted password management tool) and cannot share such tokens with any third party without Our express consent. Any Services accounts used to create or manage any API Integrations or API configurations cannot be shared with any third party without Our express consent.

2.2 Use Rights to the API Services. During the term of Your subscription to API Services, You can (a) access, use, and make calls to the BetterCloud API in order to develop API Integrations solely for Your internal business purposes and use in connection with the Services, and (b) in Your sole discretion, share the API Integrations with other BetterCloud customers in any community, marketplace or forum of customers that We may create.

2.3 Usage Restrictions and Usage Information. You will not: (a) allow access to the API Services, or API Integrations by any third party other than Users or API Partners; (b) violate any usage limits for the BetterCloud API that We may communicate to You; (c) copy, modify, disrupt, disassemble, decompile, or reverse engineer the API Services or API Integrations (to the extent such restriction is permitted by law), or use the API Services or API Integrations to develop any products competitive to the Services; (d) sell, lease, license, rent, assign or transfer the API Services or API Integrations to any third party; (e) circumvent or attempt to circumvent any restrictions on access to or use of the API Services or API Integrations; (f) work around any BetterCloud API limitation using a series of non-API calls, even if such work-arounds are possible by avoiding use of the BetterCloud API; (g) develop or use an API Integration (either directly or through an API Partner) in a manner that results in storing Sensitive Information in the Services or the violation of any third party’s intellectual property; or (h) otherwise use the API Services or API Integrations in any manner or for any purpose not expressly permitted by these API Terms. BetterCloud reserves the right to deny and/or revoke an API Integration’s BetterCloud API access, including based on a reasonable belief that such API Integration’s keys have been, or are reasonably believed to have been, compromised, published, or shared. From time to time, upon our request, You agree to provide Usage Information requested by Us. You hereby grant Us a perpetual and irrevocable right to use and evaluate Usage Information for Our own purposes.

2.4 Support. BetterCloud has no obligation to provide support or technical assistance for API Integrations except as set forth in an SOW between You and BetterCloud for the corresponding API Integration(s).

3. Proprietary Rights

You hereby acknowledge and agree that We retain ownership of all rights, title and interest in and to the API Services and API Integrations, including all intellectual property rights therein and thereto (including without limitation, all patent rights, design rights, copyrights and trade secret rights). We reserve the right to develop any products and services related to any of the API Integrations that You may develop in connection with Your use of the BetterCloud API.

4. Limitation of Liability

Except with respect to Our gross negligence or willful misconduct, We shall have no liability with respect to (a) any use by You or an API Partner of the API Services in violation of these API Terms or the Agreement, or (b) the development of or use of an API Integration by You or an API Partner.

5. Indemnification

In addition to Our indemnification obligations in Section 10.1 of the Agreement, We agree to indemnify, defend and hold You harmless from and against any claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with Our gross negligence or willful misconduct.

You agree to indemnify, defend and hold Us harmless from and against any claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with (i) your use of the BetterCloud API in violation of these API Terms and the Agreement, or (ii) the development or use of any API Integration by You or an API Partner. Your limitation of liability set forth in Section 11 of the Agreement shall not limit Your liability under this section.

6. Miscellaneous

In the event of any conflict or inconsistency between the terms of the Agreement and these API Terms, these API Terms shall govern.

Previous Version

BetterCloud API Services & Licenses Agreement (prior to January 6, 2021)