Effective Date: May 17, 2023
SPECIAL INSTRUCTIONS:
IF YOU ARE A SOFTWARE VENDOR OR DEVELOPER AND YOU INTEND TO USE THE NINJAONE API TO DEVELOP AN INTEGRATION WITH THE NINJAONE SOFTWARE, YOU MUST NOTIFY NINJAONE OF SUCH INTENT BY EMAILING [email protected], AS SPECIAL TERMS AND CONDITIONS MAY APPLY TO YOU AND/OR SUCH USE.
This API License Agreement for Customers (this “Agreement”) is a binding contract between NinjaOne, LLC, a Delaware limited liability company (“NinjaOne” or “Our”), on the one hand, and You, either individually or on behalf of the legal entity that accepts this Agreement, on the other hand (“You” or “Your”). This Agreement governs Your access to and use of the NinjaOne application programming interface.
BY ACCESSING OR USING THE API, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT OR ACCESS OR USE THE API, AND/OR CEASE ALL ACCESS TO AND USE OF THE API IMMEDIATELY.
1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms have the meanings provided below wherever used in this Agreement:
1.1 “API” means any form of machine accessible application programming interface that NinjaOne makes available and that provides access to the Software, including any API Documentation or other API materials made available by NinjaOne.
1.2 “API Documentation” means the then-current official API user documentation prepared and provided by NinjaOne, as updated from time to time.
1.3 “API Key” means the security key that NinjaOne makes available to You in order to access the API.
1.4 “Effective Date” means the date labeled as such above.
1.5 “EULA” means the NinjaOne End User License Agreement applicable to Your use of the Software.
1.6 “Object Code” means computer programming code in the form not readily perceivable by humans and suitable for machine execution without the intervening steps of interpretation or compilation.
1.7 “Order Form” means the applicable document or other method by which You procure Software licenses from NinjaOne (including any applicable changes made through a change order or other updates).
1.8 “SaaS Service” means the NinjaOne online platform service that utilizes the Software on a hosted basis.
1.9 “Software” means the Object Code versions of all the software provided by NinjaOne, including software accessible through the SaaS Service and software that You may need to download and install in order to utilize the SaaS Service, as well as each individual component thereof (which may include or consist of Third-Party Products); and any updates, upgrades, or enhancements thereto provided by NinjaOne, including, but not limited to, any support software made available via the Internet, email, or any other means. For avoidance of doubt, all references in this Agreement to Software include the SaaS Service.
1.10 “Third-Party Products” means the open source or third-party software licensed by NinjaOne and incorporated into and/or distributed as part of the Software.
1.11 “Your Applications” means any applications developed by You that interact with the Software through the API.
2. License Grant. Subject to and conditioned upon Your compliance with all terms and conditions set forth in this Agreement, NinjaOne hereby grants You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to use the API solely for Your legitimate internal business purposes in developing, supporting, or using Your Applications. You may not use the API for any other purpose without NinjaOne’s prior written consent. You agree and acknowledge that there are no implied licenses granted under this Agreement. The API is licensed, not sold, and NinjaOne reserves all rights in and to the API that are not expressly granted herein.
3. API Key. API Keys are available within the SaaS Service only to system administrators. You shall not share your API Key with any third party. You shall keep your API Key and all log-in information secure, and You shall use the API Key as Your sole means of accessing the API. You are responsible for any activity that occurs through or as a result of the use of Your API Key. Your API Key may be revoked at any time by NinjaOne.
4. Use Restrictions. Except as expressly authorized under this Agreement, You shall not, and You shall not permit any third party to:
4.1 Use the API in a manner or for any purpose that:
4.1.1 Compromises, breaks, or circumvents any of NinjaOne’s technical processes or security measures associated with the Software;
4.1.2 Poses a security vulnerability to NinjaOne customers or users of the Software;
4.1.3 Replicates or attempts to replace the functionality and/or user experience of the Software;
4.1.4 Develops products or services that are competitive with or substantially similar to the Software;
4.1.5 Infringes, misappropriates, or otherwise violates any third-party intellectual property right or other right; or
4.1.6 Violates any applicable law;
4.2 Use the API if You are a competitor of NinjaOne (or an officer, employee, contractor, or agent of any competitor) or for purposes of monitoring the API’s or the Software’s performance, functionality, or availability, or for any other benchmarking or competitive purposes;
4.3 Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part;
4.4 Remove any proprietary notices from the API; or
4.5 Combine or integrate the API with any software, technology, services, or materials expressly prohibited by NinjaOne.
You shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be set forth in the API Documentation from time to time. In addition, You shall not use the API, or permit use of the API, in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in (a) spyware, adware, or other malicious programs or code; (b) counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, or hate materials; (c) hacking, surveillance, interception, or descrambling equipment; (d) hazardous materials; (e) stolen products or items used for theft or any illegal activities; or (f) libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content.
5. Use Limitations. In Our sole discretion, NinjaOne may set and enforce limits on the use of the API by, for example, limiting the number of API requests that can be made and/or the number of users that may be served (“API Limits”). You shall comply with API Limits, and You shall not circumvent, or attempt to circumvent, API Limits. If You would like to use the API beyond the API Limits, You must obtain NinjaOne’s prior written consent.
6. Your Applications. NinjaOne shall not be responsible for Your Applications, including, but not limited to, their security, operation, support, and legality. You shall monitor the use of Your Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including, but not limited to, any fraudulent, inappropriate, or potentially harmful behavior, and You shall promptly restrict any offending users of Your Applications from further use of Your Applications. You shall provide a resource for users of Your Applications to report abuse of Your Applications. As between You and NinjaOne, You are responsible for all acts and omissions of Your end users in connection with Your Applications and their use of the API, if any. You agree that You are solely responsible for posting any privacy notices and obtaining any consents from Your end users required under applicable laws, rules, and regulations for their use of Your Applications.
7. Monitoring. You agree and acknowledge that NinjaOne may monitor Your use of the API for its legitimate internal business purposes, including, but not limited to, confirming Your compliance with this Agreement and ensuring and/or improving the quality and performance of the API and the Software.
8. Feature Enablement. You may need to make a written request to NinjaOne to enable certain features within the API. If You make such a request, NinjaOne may require You to agree to additional terms and conditions that will apply to Your use of the API before enabling the requested features.
9. API Updates. You acknowledge that NinjaOne may update or modify the API from time to time and at Our sole discretion (in each instance, an “Update”), and may require You to obtain and use the most recent version of the API. Updates may adversely affect how Your Applications interact or communicate with the Software. You are required to make any changes to Your Applications that are required for integration as a result of such Update at Your sole cost and expense. Your continued use of the API following an Update constitutes Your binding acceptance of the Update.
10. Collection and Use of Your Information. NinjaOne may obtain access to certain information about You or Your employees, contractors, or agents as a result of Your and/or their use of the API. By accessing or using, or providing such information to or through, the API, You represent and warrant that You have obtained all necessary consent to do so, and You consent to all actions taken by NinjaOne with respect to such information in compliance with applicable law, the EULA, and/or Our Privacy Policy.
11. Intellectual Property Ownership. You acknowledge that, as between You and NinjaOne, (a) NinjaOne owns all right, title, and interest, including all intellectual property rights, in and to the API and the Software (except those rights owned exclusively by any provider of a Third-Party Product), and (b) You own all right, title, and interest, including all intellectual property rights, in and to Your Applications, excluding the aforementioned rights in Section 11(a). You will use commercially reasonable efforts to safeguard the API (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify NinjaOne if You become aware of any infringement of any intellectual property rights in the API and will fully cooperate with NinjaOne in any legal action taken by NinjaOne to enforce Our intellectual property rights.
12. Feedback. If You or any of Your employees, contractors, or agents sends or transmits any communications or materials to NinjaOne suggesting or recommending changes to the API, including, but not limited to, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non-confidential. You hereby assign to NinjaOne on Your behalf, and on behalf of Your employees, contractors, and agents, all right, title, and interest in the Feedback, and You agree that NinjaOne is free to use, without any attribution or compensation to You or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. Nothing contained herein requires NinjaOne to use any Feedback.
13. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE API IS PROVIDED AND LICENSED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND NINJAONE HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE, AS WELL AS ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NINJAONE MAKES NO WARRANTY OF ANY KIND THAT THE API, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
14. Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NINJAONE (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND SUCCESSORS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR (a) ANY SPECIAL, INDIRECT, NON-COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, STATUTORY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE RELATED TO LOSS OR PRIVACY OF DATA OR PROGRAMS, BUSINESS INTERRUPTIONS, OR LOST PROFITS OR REVENUE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF NINJAONE IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; OR (b) ANY DAMAGES IN AN AGGREGATE AMOUNT GREATER THAN (i) THE AMOUNT OF FEES PAID OR PAYABLE BY YOU FOR YOUR LICENSES TO OR USE OF THE SOFTWARE DURING THE 6 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR (ii) $2,500, WHICHEVER IS GREATER.
15. Indemnification. You shall indemnify, defend, and hold harmless NinjaOne (including its directors, officers, employees, contractors, agents, Affiliates, and successors) from and against any and all claims, demands, losses, liabilities, and costs (including, but not limited to, reasonable attorney’s fees and costs) arising from or relating to (a) Your Applications and/or their integration with the Software, including any end user’s use thereof; (b) Your breach of this Agreement or violation of applicable law, (c) Your use or misuse of, or Your failure to prevent unauthorized access to, the API, (d) Your infringement of third-party intellectual property or privacy rights, or (e) Your willful misconduct or fraud. In the event NinjaOne seeks indemnification or defense from You under this provision, NinjaOne will promptly notify You in writing of any and all threats, claims, and proceedings related thereto and give You reasonable assistance and the opportunity to assume sole control over the defense and all negotiations for a settlement or compromise.
16. Term and Termination. The term of this Agreement commences upon Your first access to or use of the API after the Effective Date and remains in effect until You cease all access to and use of the API for good, unless terminated earlier as set forth in this Section. NinjaOne may immediately terminate or suspend this Agreement, any licenses or rights granted herein, and/or Your access to the API, if (a) You breach any provision of this Agreement and You fail to remedy such breach within 10 days of receiving written notice of such breach from NinjaOne, or (b) You breach any provision of this Agreement, and the breach is egregious, uncurable, and/or would damage the API, the Software, or NinjaOne’s reputation. NinjaOne’s decision to suspend Your access to the API is without prejudice to Our right to terminate this Agreement and/or the EULA for the same cause(s) underlying the suspension. You may terminate this Agreement by providing written notice to NinjaOne and ceasing all access to and use of the API. Termination of this Agreement shall not automatically operate to terminate the EULA or the subscription under the Order Form, which must be terminated in accordance with their own terms.
Upon expiration or termination of this Agreement for any reason, all licenses and rights granted to You hereunder will also terminate, and, if applicable, You shall immediately cease accessing and using the API. Any terms that by their nature are intended to continue beyond the expiration or termination of this Agreement will survive such expiration or termination. NinjaOne’s termination of this Agreement shall not limit any of NinjaOne’s rights or remedies at law or in equity.
17. Export Regulation. The API and any related technical data, and products utilizing the API (collectively, “Controlled Technology”), are subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, and shall not permit any third party to, export, re-export, or release, directly or indirectly, any Controlled Technology to a jurisdiction or country to which the export, re-export, or release of any Controlled Technology is prohibited by applicable federal law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting or re-exporting any Controlled Technology. You shall provide prior written notice of the need to comply with such laws and regulations to any person, firm, or entity which You have reason to believe is obtaining any such Controlled Technology from You with the intent to export. Any breach by You of this Section shall be deemed a material, uncurable breach of this Agreement.
18. U.S. Government Use. If You are an agency or instrumentality of the United States Federal Government (“USG”) or if You are or a prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement, or other activity with the USG and acquiring a license to use the API on behalf of the USG, You agree that the API is a “commercial item,” as defined in the Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212. Consistent with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software) and Defense Federal Acquisition Regulation Supplement (“DFAR”) 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this Agreement may be incorporated, You will acquire the API with only those rights set forth in this Agreement. Any license provisions that are inconsistent with federal procurement regulations are not enforceable against the USG.
19. Agreement Updates. NinjaOne may update this Agreement from time to time. NinjaOne will post the updated version online or otherwise provide You notice thereof. If You do not agree to the updated terms, You shall notify NinjaOne in writing within 10 days following the update, and You shall have the opportunity to terminate this Agreement. Your failure to provide such notice, and/or Your continued use of the API for more than 10 days following the update, shall constitute Your acceptance of any updated terms.
20. Injunctive Relief. Each party agrees and acknowledges that certain breaches of this Agreement could cause irreparable harm for which there is no adequate remedy at law, and, in the event of such breach, that the other party, in its discretion, may seek injunctive relief to protect its rights without the need to post a bond or make a special showing. These rights are in addition to any other remedies provided by law.
21. Governing Law and Jurisdiction. This Agreement shall be construed and governed in accordance with the laws of the State of Texas, without regard to the choice or conflicts of law provisions of any jurisdiction. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments shall not apply to this Agreement. Any dispute, action, claim, or cause of action arising out of or in connection with this Agreement or the API shall be subject to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas, and the parties irrevocably submit to the personal jurisdiction of such courts.
22. Notice. Any notice required to be given under this Agreement shall be given as follows:
If to You, by email to the “Buyer Email” or “Licensee Email” address listed on the Order Form.
If to NinjaOne, by email to [email protected].
23. Severability. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
24. Waiver. The delay or failure of either party to exercise any right provided in this Agreement shall not be deemed a waiver of that right. No waiver of any breach of this Agreement shall be a waiver of any other breach, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
25. Assignment. You may not assign any of Your rights under this Agreement without the prior written consent of NinjaOne. Any purported assignment or delegation in violation of this Section shall be null and void. An amalgamation, merger, change in control, re-organization, or other similar transaction by You (including, but not limited to, an asset sale, stock sale, reverse merger, or reverse triangular merger) shall require NinjaOne’s consent pursuant to this Section. Furthermore, for the purposes of this Agreement, (a) the acquisition of an equity interest in You of greater than 50 percent by any third party, or (b) the acquisition of an equity interest by You of greater than 50 percent of any third party, shall be considered an “assignment.” NinjaOne may assign this Agreement to any third party that succeeds to NinjaOne’s interests in the API and assumes the obligations of NinjaOne hereunder.
26. Relationship; Beneficiaries. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries of this Agreement.
27. Conflicts. Solely with respect to Your access to or use of the API, to the extent that any term of this Agreement conflicts with that of the EULA or the Order Form, this Agreement shall control and govern the rights and obligations of the parties.
28. Survival. Any provision of this Agreement that, by its nature, should survive any expiration or termination of this Agreement, shall so survive.
29. Entire Agreement. This Agreement embraces the full, complete understanding of the parties as to Your access to and use of the API. All prior or contemporaneous representations, understandings, and agreements between the parties regarding the subject matter hereof, whether written or oral, expressed or implied, are superseded by this Agreement and shall be of no effect.
