This API License Agreement (this “Agreement”) is a binding contract between you (“you” or “your”) and Filevine, Inc. (“Filevine,” “Company,” “we,” or “us”). This Agreement governs your access to and use of the Filevine 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 ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE API.
If you are or become a direct competitor of Filevine, or any product lines of Filevine, you may not access or use the API without Filevine’s explicit, advance, written consent, and then only for the purposes authorized in writing.
Definitions.
(a) “API” means the Filevine application programming interface and any API Documentation or other API materials made available by Company on its website, Filevine.com.
(b) “API Documentation” means the API documentation described at https://developer.filevine.io/docs/v2-us/branches/main/31e991e1bfac1-filevine-api-v2 from time to time.
(c) “API Key or Token” means the security Key or Token or other authorization Company makes available for you to access the API.
(d) “Client Id and Secret” means a public identifier and secret credential used to verify your application’s identity
(e) “Company Marks” means Company’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Agreement.
(f) “Company Offering” means Company’s software described at Filevine.com and support.filevine.com.
(g) “Your Applications” means any applications developed by you to interact with the API.
License Grants. Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to: (a) use the API solely for your internal business purposes in developing Your Applications that will communicate and interoperate with the Company Offering; and (b) display certain Company Marks in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the API and the Applications. You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use the API or any Company Mark for any other purpose without our prior written consent. You must obtain a Client Id and Secret through the registration process available at https://developer.filevine.io/docs/v2-us/branches/main/31e991e1bfac1-filevine-api-v2 to use and access the API. You may not share your Client Id and Secret with any third party, must keep your Client Id and Secret and all log-in information secure, and must use the Client Id and Secret along with any provisioned API Key or Token as your sole means of accessing the API. Your Client Id and Secret may be revoked at any time by us, particularly if it is used for purposes not expressly agreed upon in registration.
Use Restrictions. Except as expressly authorized under this Agreement, you may not:
(a) copy, modify, or create derivative works of the API, in whole or in part;
(b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API;
(c) 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;
(d) remove any proprietary notices from the API;
(e) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
(f) combine or integrate the API with any software, technology, services, or materials not authorized by Company;
(g) design or permit Your Applications to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
(h) access or use the API for the purpose of: (i) developing or operating products or services intended to be offered to third parties in competition with Filevine or (ii) allowing access to your account by a direct competitor of Filevine;
(i) use the API in any of Your Applications to replicate or attempt to replace the user experience of the Company Offering;
(j) attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the API;
(k) develop or maintain any integration as a direct competitor of Filevine for Filevine Customer business;
(l) repatriate, transfer, or migrate data accessed or processed through the API solely to circumvent contractual obligations, reduce costs, or avoid use of Filevine services;
(m) use Your Application to facilitate customer circumvention of contractual license costs; or
(n) use Your Application to facilitate communication between Filevine customers.You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://developer.filevine.io/docs/v2-us/branches/main/31e991e1bfac1-filevine-api-v2 updated from time to time. In addition, you will not use 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 spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
- API Integration Certification. Filevine may, at its discretion, certify applications to appear within its integrations menu, subject to a process that includes providing certain application details, meeting Filevine’s requirements, and executing applicable agreements. Certification is valid for one year and must be renewed annually through a reevaluation process. Filevine reserves the right to modify the certification or renewal process and requirements at any time. By using the API, you acknowledge and agree to comply with these certification terms and any updates thereto.
Your Applications. You agree to 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 any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications. You agree to provide a resource for users of Your Applications to report abuse of Your Applications. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Application 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. All use by you of the Company Marks, if any, will comply with any usage guidelines that we may specify from time to time. You agree that your use of the Company Marks in connection with this Agreement will not create any right, title, or interest in or to the Company Marks in favor of you, and all goodwill associated with the use of the Company Marks will inure to the benefit of Company.
No Support; Updates. This Agreement does not entitle you to any support for the API. You acknowledge that we 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 communicate with the Company Offering. You are required to make any changes to the 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 binding acceptance of the Update.
Fees. Filevine reserves the right to right to charge fees for use of or access to all or part of the API.
Collection and Use of Your Information. We may collect certain information through the API or the Licensor Offering about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through the API or the Company Offering, you consent to all actions taken by us with respect to your information in compliance with the then-current version of our privacy policy and data protection requirements, available at https://www.filevine.com/privacy-policy/.
Security.
(a) Security Incidents. For purposes of this Section, a “Security Incident” means the accidental, unlawful, or unauthorized access to, use, disclosure, alteration, loss, or destruction of (i) the API; (ii) Your Applications; (iii) your or your service providers’ information technology systems and facilities on which Your Applications depend; and/or (iv) Company Offerings. In the event you become aware of or suspect a Security Incident, you will notify Filevine about such Security Incident immediately and in no event later than 24 hours after you become aware of it. You agree to preserve evidence regarding the Security Incident, and provide us with information we request regarding the Security Incident, including an explanation of the nature and root cause of the Security Incident, the categories and approximate number of affected individuals and/or organizations, the categories and approximate quantity of affected records, the likely consequences of the Security Incident, and corrective action being taken. You agree to take such actions as Filevine may reasonably request to respond to, investigate, and mitigate adverse effects of any Security Incident. Before you communicate with the public (e.g., via press release, blogs, social media, bulletin boards) or any third party (that is not your agent) about a Security Incident, you will consult with Filevine regarding, and provide Filevine an advance copy of, such communication, provided so doing is permitted by applicable laws and regulations and does not unreasonably interfere with your investigation or remediation of the Security Incident or your compliance with your legal obligations to give notifications about the Security Incident.
(b) Security Review, Monitoring, and Remediation. Filevine and/or an independent third party selected by Filevine (and acting at Filevine’s direction) may, at Filevine’s sole cost and discretion, perform monitoring or a security review of Your Applications to ensure that Your Applications comply with this Agreement and that Your Application does not threaten the security, integrity, availability or performance of Filevine’s services, software, or applications (a “Security Review”). Filevine shall provide you with prior written notice of any Security Review. You shall provide Filevine, at no charge, reasonable user-level access to Your Applications and shall cooperate with Filevine in the Security Review and provide such information as Filevine may reasonably request to complete the Security Review. You represent and warrant that all information you provide to Filevine in connection with Your Applications is true and accurate. Except as required by applicable law, Filevine shall keep the results of Security Review confidential. Filevine may require, at its sole discretion and in light of your use of the API, that you make adjustments or improvements to Your Applications’ security standards or processes as a condition to using or continuing to use the API. You will maintain processes to encourage reporting of, identify, and remediate any security vulnerabilities in Your Applications, and you will promptly notify Filevine in writing of, and explain to Filevine in reasonable detail, any security vulnerabilities related to Your Applications’ connection to the API promptly upon becoming aware of such vulnerabilities. Filevine’s performance of a Security Review or decision not to respond to notice of a Security Incident or security vulnerability shall not be construed as an approval, warranty, or certification of Your Application or security safeguards, nor shall it limit your liability for the breach of, or waive your compliance with, any provision of this Agreement. You shall treat the occurrence of, results of, and any communications in connection with a Security Review as confidential information. For the avoidance of doubt, you shall not use such information in any marketing or advertising of Your Application.
Intellectual Property Ownership; Feedback. You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the API, and the Company Offering, and the Company Marks 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 8(a). You will use commercially reasonable efforts to safeguard the API and Company Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the API and Company Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the API, and the Company Offering, or the Company Marks, including without limitation, 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 us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are 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, although we are not required to use any Feedback.
Disclaimer of Warranties. THE API AND COMPANY MARKS ARE PROVIDED “AS IS” AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE API OR COMPANY TRADEMARKS, 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.
Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (a) your use or misuse of the API or Company Trademarks, (b) your breach of this Agreement, and (c) Your Applications, including any end user’s use thereof. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.
Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF ONE HUNDRED DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Term and Termination. The term of this Agreement commences when you access the API and will continue in effect until terminated as set forth in this Section. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the API and Company Trademarks. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by ceasing your access to and use of the API and Company Trademarks. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the API and Company Trademarks. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Company’s rights or remedies at law or in equity.
Export Regulation. The API may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the API to, or make the API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will 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, re-exporting, releasing, or otherwise making the API available outside the US.
US Government Rights. The API is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the API as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
Modifications. You acknowledge and agree that we have the right, in our sole discretion, to notifications or posts on https://developer.filevine.io/docs/v2-us/branches/main/31e991e1bfac1-filevine-api-v2 .You will be responsible for reviewing and becoming familiar with any such modifications. Filevine reserves the right to modify this Agreement at any time. Any such modifications will be effective upon posting the updated Agreement, unless a later effective date is specified. Filevine will update the “Last Updated” date to reflect the changes. It is your responsibility to regularly review the Agreement to remain informed of any changes. Continued use or access to the Filevine API or related services after the updated Agreement becomes effective constitutes your acceptance of the modifications.
Governing Law; Dispute Resolution. These Terms and all matters arising out of or relating to these Terms shall be governed by the internal laws of the State of Utah without giving effect to any choice of law rule. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded. Except as set forth in this Section 16, each party hereby irrevocably consents to the mandatory and exclusive personal jurisdiction and venue of the state and federal courts located in Salt Lake County, Utah, with venue proper only in Salt Lake County, Utah. Except for: (i) the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or to prevent irreparable harm; or (ii) the right of Filevine to enforce its right to collect amounts due under these Terms, any claim or controversy arising out of or relating in any way to this Agreement or to a breach of these Terms, shall be finally, and exclusively, settled by binding arbitration in Salt Lake City, Utah. The arbitration shall be held before one arbitrator under the Commercial Arbitration rules of the American Arbitration Association (“AAA”) in force at that time. The arbitrator shall be selected pursuant to the AAA rules. The arbitrator shall apply the substantive law of the State of Utah, except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. To begin the arbitration process, a party must make a written demand therefor. The prevailing party shall be entitled to receive from the other party all attorneys’ fees and costs incurred. Any judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction in Utah. The AAA Commercial Arbitration Rules can be found at www.adr.org/Rules. In no event will you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the API. For proceedings that are excluded from arbitration, if any, you agree that they will be resolved exclusively in the state courts located in Salt Lake County, Utah.
Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us (with a copy to [email protected], which shall not constitute notice). Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the API. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.
Last updated: November 26, 2024