THIS API SERVICES & LICENSE AGREEMENT (THE “API AGREEMENT”) GOVERNS YOUR ACCESS AND USE OF THE BETTERCLOUD API, THE BETTERCLOUD API MATERIALS AND THE API INTEGRATIONS (AS DEFINED BELOW). BY ACCEPTING THIS API AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY USING THE BETTERCLOUD API, OR BY EXECUTING THIS API AGREEMENT OR AN ORDER FORM THAT REFERENCES THIS API AGREEMENT, YOU AGREE TO THE TERMS OF THIS API AGREEMENT. IF YOU ARE ENTERING INTO THIS API AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS API AGREEMENT AND MAY NOT USE THE BETTERCLOUD API, THE BETTERCLOUD API MATERIALS OR THE API INTEGRATIONS.

THIS API AGREEMENT IS SEPARATE FROM AND INDEPENDENT OF THE MASTER SUBSCRIPTION AGREEMENT (AND ANY OTHER SIMILAR AGREEMENT) BETWEEN YOU AND US RELATED TO OUR PROVISION OF PRODUCTS AND/OR SERVICES TO YOU (THE “MSA”).

You may not access the BetterCloud API if You are Our competitor, except with Our prior written consent. In addition, You may not access the BetterCloud API for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

1. DEFINITIONS

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

“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 under the applicable SOW or by an API Partner for You.

“BetterCloud API” means the BetterCloud API Platform and Developer Console, together they allow You 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 You.

“BetterCloud API Materials” means any specifications or other technical documentation related to the BetterCloud API that may be provided to You by Us through https://www.bettercloud.com/product-documentation/ or at such other URL as We may provide from time to time.

“Feedback” means all feedback, suggestions, and ideas that You provide to Us or Our Affiliates concerning improvements or enhancements to the BetterCloud API, BetterCloud API Materials or API Integrations.

“Non-BetterCloud Applications” means a web-based or offline software application that is provided by You or a third party and interoperates with one or more of the Services.

“Order Form” means an online confirmation page or an ordering document specifying the Services to be provided by Us to You, including any addenda and supplements thereto.

“Policies” means all policies and guidelines related to the BetterCloud API that are made available by Us to You, including our Product Privacy Statement, terms of use, acceptable use policies, and any additional terms and conditions for the BetterCloud API.

“Product Privacy Statement” means Our Product Privacy Statement, as updated from time to time, located at: https://www.bettercloud.com/privacy-statement/ or such other URL as We may provide from time to time.

“SOW” means the Statement of Work applicable to the professional services package purchased by You as part of the Services (if any), located at https://www.bettercloud.com/statementsofwork/ or at such other URL as We may provide from time to time.

“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.

“Services” means the products and services (including, without limitation, the product implementation, training, and/or other professional services) to be provided by Us, to the extent purchased by You pursuant to an Order Form or made available by Us under a free trial or as Beta Services. “Services” exclude Non-BetterCloud Applications.

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

“User” means an individual who is authorized by You to use one or more of the Services, for whom You have ordered the Services, and to whom You (or We at Your request) have supplied a User identification and password.

“We,“ “Us” or “Our” means BetterCloud, Inc.

“You” or “Your” means the person accepting this Agreement, or, if applicable, the company or other legal entity on behalf of which such person is accepting this Agreement.

2. LICENSES

We hereby grant You a non-exclusive, non-transferable, non-assignable, non-sublicensable, worldwide and revocable right and license during the term of this API Agreement to (a) access, use and make calls to the BetterCloud API in order to develop API Integrations solely for Your use in connection with the Services, (b) use BetterCloud API Materials solely as necessary to access and use the BetterCloud API in the manner permitted by this Agreement, (c) use the API Integrations solely for Your internal business purposes in connection with Your use of the Services, and (d) share the API Integrations with other BetterCloud customers in any community, marketplace or forum of customers that We may create.

3. USE, RESTRICTIONS AND LIMITATIONS OF BETTERCLOUD API

3.1 API Tokens. In order to use and access the BetterCloud API, Your Services system administrator will have to (i) create API tokens in the Services, and/or (ii) configure Your access controls in Your Services account. You may not share these tokens or any BetterCloud User account used to manage or create the BetterCloud API configurations and API Integrations with any third party except API Partners. You must keep such API tokens secure (for illustration, using an encrypted password management tool).

3.2 Use Information and Feedback. In consideration of the rights granted in this API Agreement, You hereby agree to provide Use Information, when and in the form reasonably requested by Us. You hereby acknowledge and agree that We have a perpetual and irrevocable right to use and evaluate all Use Information for Our own purposes. You agree not to use any Use Information except for Your internal evaluation purposes. You hereby acknowledge and agree that We have a perpetual and irrevocable right to use all Feedback and may use the Feedback without accounting or compensation to You. You will not provide any Use Information or Feedback unless You have all rights necessary to do so. You hereby assign to Us Your entire right, title and interest (including, without limitation, all patent rights, design rights, copyrights and trade secrets) in any modifications or improvements to the BetterCloud API which You may propose or make, either alone or jointly with Us.

3.3 Non-Exclusivity. The rights granted by Us to You in this API Agreement are nonexclusive and We reserve the right to act as a developer of products or services related to any of the products that You may develop in connection with Your use of the BetterCloud API and the API Integrations.

3.4 Restrictions and Limitations. You hereby agree not to: (a) allow access to the BetterCloud API, BetterCloud API Materials, or API Integrations by any third party other than Your Users or API Partners who (i) have a need to use or access the BetterCloud API or BetterCloud API Materials to create API Integrations for You, and (ii) have executed agreements obligating them to protect the confidentiality of the BetterCloud API, BetterCloud API Materials, and API Integrations in accordance with the confidentiality provisions herein; (b) use the BetterCloud API, BetterCloud API Materials, or API Integrations in violation of any Policies; (c) violate any usage limits for the BetterCloud API that We may communicate to You; (d) copy, modify, disrupt, disassemble, decompile, or reverse engineer the BetterCloud API or BetterCloud API Materials (except to the limited extent such restrictions are prohibited by applicable law), or use the BetterCloud API, BetterCloud API Materials, or API Integrations to develop any products competitive to the Services; (e) sell, lease, license, rent, assign or transfer the BetterCloud API, BetterCloud API Materials, or API Integrations to any third party; (f) circumvent or attempt to circumvent any restrictions on access to or use of the BetterCloud API; (g) 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; (h) develop an API Integration (either directly or through an API Partner) that results in storing Sensitive Information in the Services; or (i) otherwise use the BetterCloud API, BetterCloud API Materials, or API Integrations in any manner or for any purpose not expressly permitted by this API Agreement.

BetterCloud reserves the right to deny and/or revoke an API Integration’s BetterCloud API access for any reason. Such reasons may include that such API Integration’s keys have been, or are reasonably believed to have been, compromised, published, or shared. We may modify the permitted use of or suspend Your access to the BetterCloud API at any time and for any reason. The BetterCloud API also may be unavailable or its performance may be negatively affected by scheduled maintenance. We will use reasonable efforts to notify You in advance of scheduled maintenance, but We are unable to provide advance notice of unscheduled or emergency maintenance.

3.5 Modifications to the BetterCloud API and the BetterCloud API Materials. You hereby acknowledge and agree that the BetterCloud API is still evolving. We reserve the right to make changes to the BetterCloud API and the BetterCloud API Materials from time to time, including backwards incompatible changes, without liability to You.

4. SUPPORT

4.1 For API Integrations developed by You. You are solely responsible for providing all support and technical assistance to Users of the API Integrations You develop. You acknowledge and agree that BetterCloud has no obligation to provide support or technical assistance directly to the Users or You and You shall not represent to any User that BetterCloud is available to provide such support.

4.2 For API Integrations developed by an API Partner for You. The support and technical assistance to Users of the API Integrations developed by an API Partner for You will be provided as agreed between You and the API Partner. You acknowledge and agree that BetterCloud has no obligation to provide support or technical assistance directly to the Users or You and You shall not represent to any User that BetterCloud is available to provide such support.

4.3 For API Integrations developed by Us for You. The support and technical assistance to Users of the API Integrations developed by Us for You will be provided in accordance with the applicable SOW between You and Us.

5. OWNERSHIP

You hereby acknowledge and agree that We retain ownership of all right, title and interest in and to the BetterCloud API, BetterCloud API Materials, and API Integrations, including all intellectual property rights therein and thereto (including without limitation, all patent rights, design rights, copyrights and trade secret rights).

6. DISCLAIMERS

THE BETTERCLOUD API, BETTERCLOUD API MATERIALS AND API INTEGRATIONS, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO WARRANTIES OF ANY KIND WITH RESPECT TO THE BETTERCLOUD API, BETTERCLOUD API MATERIALS OR API INTEGRATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NOTWITHSTANDING ANY PUBLISHED MATERIALS THAT STATE OTHERWISE, WE DO NOT WARRANT THAT THE BETTERCLOUD API, BETTERCLOUD API MATERIALS OR API INTEGRATIONS WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME.

7. LIMITATION OF LIABILITY

NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE (I) FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS API AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) FOR ANY LOST PROFITS, LOSS OF USE, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY. THE AGGREGATE LIABILITY OF US AND OUR AFFILIATES AND LICENSORS ARISING FROM OR RELATED TO THIS API AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY YOU TO US FOR SERVICES IN THE 12 MONTHS PRECEDING THE INCIDENT OR SERIES OF RELATED INCIDENTS GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS API AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE BUT WILL NOT APPLY IN THE EVENT DAMAGES ARE CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

8. INDEMNIFICATION

You agree that We shall have no liability whatsoever with respect to (a) any use by You or an API Partner contracted by You of the BetterCloud API or the BetterCloud API Materials, or (b) the development of an API Integration by You, an API Partner or Us under an applicable SOW, unless caused by Our gross negligence or willful misconduct. You agree to indemnify, defend and hold Us, Our affiliates and licensors, each of their respective business partners, employees, officers, directors and representatives, harmless from and against any and all 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 or BetterCloud API Materials, (ii) Your development or use of any API Integration developed by You, an API Partner or Us under an applicable SOW, or (iii) Your violation of any term or condition of this API Agreement.

9. MISCELLANEOUS

This API Agreement applies only between You and Us and does not confer any rights to any third party. This API Agreement shall be governed by the laws of the State of New York, without regard to its conflict of laws rules. The exclusive venue and jurisdiction for any and all disputes, claims and controversies arising from or relating to this API Agreement shall be the state or federal courts located in New York County, New York, USA. In the event that any provision of this API Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of this API Agreement shall remain in full force and effect. No waiver of any breach of any provision of this API Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. This API Agreement and all expressly referenced documents constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications with respect to the subject matter hereof, including any API Beta Services Agreement, MSA, reseller or similar agreements previously executed by the parties.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS API AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS.