API Terms and Conditions

PowerDMS, Inc.
PowerDMS API Terms and Conditions
Last Updated: July 23, 2021

These API Terms and Conditions govern the use of the PowerDMS Materials. The term “PowerDMS Materials” includes any Application Programming Interface (each individually or collectively, the “API” or the “APIs”) provided to you by PowerDMS, and/or the related documentation, data, code, and other materials provided by PowerDMS with the APIs, as updated from time to time, including without limitation through https://apidocs.powerdms.com/, other developer services, and associated software. By accessing or using the APIs, you are agreeing to the terms below, terms within the accompanying documentation, and any applicable policies and guidelines (the “Terms”).  If you are using the APIs on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to "you" and “your” in the Terms refer to that entity). Under the Terms, “PowerDMS”, “we”, “us” or “our” refers to PowerDMS, Inc.

  1. Using the APIs. 
    1. Your End Users. You will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.
    2. Permitted Access. You will only access (or attempt to access) an API by the means described in the documentation of that API. PowerDMS will assign you developer credentials (e.g. client IDs), and you must use them with the applicable APIs. You will not use someone else’s credentials, misrepresent or mask either your identity or your API Client's (defined below) identity when using the APIs or developer accounts.
    3. Maintain a Secure Operating Environment. You must take reasonable and appropriate steps to protect all applications or systems that make use of the APIs against unauthorized or unlawful access, use, destruction, loss, alteration, or disclosure.
    4. API Limits. PowerDMS sets and enforces limits on your use of the APIs (e.g. limiting the number of API requests that you may make in a period of time or the number of users you may serve), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations.

  2. API Clients.
    1. Monitoring. The APIs are designed to help you enhance your websites and applications ("API Client(s)"). You agree that PowerDMS may monitor use of the APIs to ensure quality, improve PowerDMS services, check usage numbers and quotas, and verify your compliance with the Terms. You will not interfere with this monitoring. PowerDMS may suspend access to the APIs by you or your API Client without notice if we reasonably believe that you are in violation of the Terms.
    2. Security. You will use commercially reasonable efforts to protect user information collected by your API Client, including personally identifiable information ("PII"), from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by (a) applicable law or (b) the terms of your agreement with your users.
    3. Ownership. PowerDMS does not acquire ownership in your API Clients, and by using our APIs, you do not acquire ownership of any rights in the PowerDMS Materials, our APIs or the content that is accessed through our APIs.
    4. User Privacy and API Clients. You will comply with all applicable privacy laws and regulations including those applying to PII. You will provide and adhere to a privacy policy for your API Client that clearly and accurately describes to users of your API Client what user information you collect and how you use and share such information with PowerDMS and third parties.
      1. You must publish a privacy policy that fully documents how your application interacts with user data. Your privacy policy URL will be displayed in the OAuth consent screen when the user agrees to give your application access to their data. Your privacy policy and in-product privacy notifications must thoroughly disclose the manner in which your application accesses, uses, stores, or shares PowerDMS user data. Your use of PowerDMS user data must be limited to the practices explicitly disclosed in your published privacy policy. If you change the way your application uses PowerDMS user data, you must notify users and prompt them to consent to an updated privacy policy before you make use of PowerDMS user data in a new way than originally disclosed.

  3. Restrictions, Confidentiality, and Requirements.
    1. API Restrictions. When using the APIs, you may not (or allow those acting on your behalf to):
      1. Sublicense an API for use by a third party. Consequently, you will not create an API Client that functions substantially the same as the APIs and offer it for use by third parties.
      2. Perform an action with the intent of introducing to any PowerDMS services (including the PowerDMS Materials) any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
      3. Interfere with or disrupt the APIs or the servers or networks providing the APIs.
      4. Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.
      5. Reverse engineer or attempt to extract the source code from any PowerDMS Materials, except to the extent that this restriction is expressly prohibited by applicable law.
      6. Remove, obscure, or alter any PowerDMS terms and conditions, or any links to or notices of such terms.
    2. Confidentiality. Developer credentials (such as passwords, keys, and client IDs) are intended to be used by you and identify your API Client. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other API Clients from using your credentials. Our communications to you and the PowerDMS Materials may contain PowerDMS confidential information (“PowerDMS Confidential Information”). PowerDMS Confidential Information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without our prior written consent. PowerDMS Confidential Information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose PowerDMS Confidential Information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.
    3. Misrepresentation Prohibited. You are strictly prohibited from engaging in any activity that may deceive users or PowerDMS about your use of the APIs. This includes without limitation the following requirements:
      1. You must disclose all user data that you access, use, store, delete, or share, as well as any actions you take on a user's behalf.
      2. You are not permitted to access, aggregate, or analyze PowerDMS user data if the data will be displayed, sold, or otherwise distributed to a third party conducting surveillance.
      3. Any hidden features, services, or actions that are inconsistent with the marketed purpose of your application may lead PowerDMS to suspend your ability to access the PowerDMS Materials.
      4. You must accurately represent the company, organization, or other authority that manages your application. Making false representations about client credentials to PowerDMS or PowerDMS users is grounds for suspension or termination of these Terms.
    4. Unauthorized Use Prohibited.
      1. Don't reverse engineer undocumented PowerDMS APIs or otherwise attempt to derive or use the underlying source code of undocumented APIs. You may only access data from APIs according to the means stipulated in the official documentation of the API.

  4. Content. 
    1. Content Accessible Through our APIs. Content accessible through our APIs may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law.
    2. Submission of Content. Some of our APIs allow the submission of content. PowerDMS does not acquire any ownership of any intellectual property rights in the content that you submit to our APIs through your API Client, except as expressly provided in the Terms. For the sole purpose of enabling PowerDMS to provide, secure, and improve the APIs (and the related service(s)) and only in accordance with the applicable PowerDMS privacy policies, you give PowerDMS a non-exclusive authorization to Use content submitted or posted to the APIs through your API Client. "Use" means use, host, store, process, modify, display and transmit. Before you submit content to our APIs through your API Client, you will ensure that you have the necessary rights (including the necessary rights from your end users) to grant us the authorization.
    3. Retrieval of Content. When a user's non-public content is obtained through the APIs, you may not expose that content to other users or to third parties without explicit opt-in consent from that user.
    4. Prohibitions on Content. Unless expressly permitted by the content owner or by applicable law, you will not, and will not permit your end users or others acting on your behalf to, do the following with content returned from the APIs:
      1. Scrape, build databases, or otherwise create permanent copies of such content;
      2. Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;
      3. Misrepresent the source or ownership; or
      4. Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.

  5. Brand Features; Attribution.
    1. Brand Features. "Brand Features" is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Except where expressly stated, these Terms do not grant either party any right, title, or interest in or to the other party's Brand Features. All use by you of PowerDMS Brand Features (including any goodwill associated therewith) will inure to the benefit of PowerDMS, and all use by us of your Brand Features (including any goodwill associated therewith) will inure to your benefit.
    2. Attribution. You agree to display any attribution(s) required by PowerDMS as described in the documentation for the API. PowerDMS hereby grants to you a nontransferable, nonsublicenseable, nonexclusive license while the Terms are in effect to display PowerDMS Brand Features for the purpose of promoting or advertising that you use the API. You must only use the PowerDMS Brand Features in accordance with the Terms and for the purpose of fulfilling your obligations under this Section. You understand and agree that PowerDMS has the sole discretion to determine whether your attribution(s) and use of PowerDMS Brand Features are in accordance with these requirements and guidelines.
    3. Publicity. You will not make any statement regarding your use of an API which suggests partnership with, sponsorship by, or endorsement by PowerDMS without prior written approval from PowerDMS, except to the extent permitted by and in accordance with any other written agreement(s) in effect between you and PowerDMS.
    4. Promotional and Marketing Use. In the course of promoting, marketing, or demonstrating the APIs you are using and the associated PowerDMS services, PowerDMS may produce and distribute incidental depictions, including screenshots, video, or other content from your API Client, and may use your company or product name. You grant us the limited rights necessary rights for the purposes in the previous sentence. If you have a separate written agreement in effect with PowerDMS which addresses the extent to which PowerDMS may use the foregoing information, that separate agreement’s terms shall apply.  In the course of promoting, marketing, or demonstrating the APIs you are using or your API Client, you may produce and distribute incidental depictions, including screenshots, video, or other content from PowerDMS Services, and may use our company or product name. We grant you the limited rights necessary for the purposes in the previous sentence.

  6. Privacy and Copyright Protection.
    1. PowerDMS Privacy Policies. By using our APIs, PowerDMS may use submitted information in accordance with our privacy policy.

  7. Termination.
    1. If you want to terminate the Terms, you must provide us with prior written notice and upon termination, cease your use of the applicable APIs. PowerDMS reserves the right to terminate the Terms with you or discontinue your access to the APIs or any portion or feature or your access thereto if we determine  in our sole discretion that your or your users’ use of the PowerDMS Materials (i) poses a security risk to the PowerDMS Materials, PowerDMS or any third party, (ii) may adversely impact the APIs, or the networks or data of any PowerDMS customer, business partner or service provider, (iii) does not comply with these Terms or applicable law, or (iv) may subject us or any third party to liability. We will endeavor to provide as much notice as is reasonably practicable under the circumstances, and, if appropriate, to reinstate your access as soon as reasonably practicable following resolution of the issue. 
    2. We may terminate the Terms with you or discontinue the APIs for any reason at our sole discretion.
    3. Upon any termination of the Terms or discontinuation of your access to an API, you will immediately stop using the API, and cease all use of the PowerDMS Brand Features (except to the extent permitted by a separate written agreement between you and PowerDMS). 
    4. Surviving Provisions. When the Terms terminate, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 3b (Confidentiality), 4 (Content), 7 (Termination), 8 (Liability), and 9 (General).

  8. Liability
    1. WARRANTIES.
      1. EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, POWERDMS DOES NOT MAKE ANY SPECIFIC PROMISES ABOUT THE APIS. FOR EXAMPLE, WE DON'T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIS, THE SPECIFIC FUNCTIONS OF THE APIS, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE APIS "AS IS". TO THE EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, WE EXCLUDE ALL WARRANTIES, GUARANTEES, SPECIFICALLY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
    2. LIMITATION OF LIABILITY.
      1. POWERDMS WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
      2. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF POWERDMS FOR ANY CLAIM UNDER THE TERMS IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE APIS DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
    3. Indemnification. You will defend and indemnify PowerDMS, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including reasonable attorneys fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from your misuse or your end user's misuse of the APIs, your violation or your end user's violation of the Terms, or any content or data routed into or used with the APIs by you, those acting on your behalf, or your end users.

  9. General. 
    1. No Waiver. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
    2. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you or by PowerDMS without the other party’s prior written consent; however, either party may assign these Terms without the other party’s prior written consent if the assignment is to the party parent, subsidiary, an acquirer of all or substantially all of the assets of the party or a successor by merger or other business combination. 
    3. Severability. If any provision of these Terms is deemed invalid, that provision will be limited or eliminated to the minimum extent necessary and the remaining provisions of these Terms will remain in full force and effect.
    4. Relationship of Parties. No agency, partnership, joint venture, or employment is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect whatsoever.
    5. Governing Law and Jurisdiction. These Terms shall be governed by the laws of the State of Florida, without respect to its conflict of laws principles.
    6. No Third Party Beneficiaries. There are no third-party beneficiaries under these Terms.
    7. Notices. All notices under these Terms will be in writing and will be deemed to have been duly given (a) when received, if personally delivered; (b) when receipt is electronically confirmed, if transmitted by facsimile or e-mail; (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (d) upon receipt, if sent by certified or registered mail, return receipt requested.  Notices to PowerDMS shall be provided as follows. For e-mail notice: legal@powerdms.com. For personal delivery or mailed notice: PowerDMS, Attn: Legal, 101 S. Garland Ave. Ste. 300, Orlando, FL 32801. Notices to you shall be provided at the address and/or email address set forth in the applicable Service Order, SaaS Agreement (or other applicable ordering document for your PowerDMS services) or such other contact information as may be designated by you by giving written notice to PowerDMS pursuant to this Section 9(g).