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API LICENSE AGREEMENT

Thank you for your interest in JAMF’s APIs, which allow for unification and extensibility between JAMF Software, LLC’s (“JAMF”) databases and other systems running in your environment. This API License Agreement (“Agreement”) describes the terms and conditions applicable to your use of JAMF’s APIs. By accessing or using JAMF’s APIs, you acknowledge that you have read, understood, and agree to be bound by all the terms and conditions of this Agreement, which include those terms and conditions expressly set out below and those incorporated by reference. JAMF reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and in its sole discretion by providing you with 30 days written notice of the effective date of the changes. Your continued use of JAMF’s APIs following the effective date of these changes or modifications will constitute your acceptance of such changes or modifications. Therefore, you should frequently review THE DOCUMENTATION APPLICABLE TO JAMF’S APIs from time-to-time to understand the terms and conditions that apply to your use of JAMF’s APIs. IF YOU DISAGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, JAMF DOES NOT GRANT YOU A LICENSE TO USE JAMF’S APIS. By accepting this Agreement, you are representing that you have the authority to bind the party to the terms and conditions in this Agreement, and you and that party are collectively referred to as “you” or “your” in this Agreement.

1    DEFINITIONS

1.1           Application means the software application or other interface that you develop, own, or operate to interact with JAMF’s APIs.

1.2           JAMF Content means all of the information stored in and retrieved from JAMF databases. JAMF Content does not include information that you obtain independent of JAMF and JAMF’s APIs.

1.3           Your Users means end‑users of your Application.

2    DEVELOPERS PROGRAM CONDITIONS

2.1           Application Guidelines.  You may develop, display, or distribute Applications that interact with the JAMF’s APIs.  You agree that you are solely responsible for the Applications that you develop.

2.2           API License. JAMF grants you a limited, non-exclusive, non-transferable, non-sublicensable (subject to Section 6 of this Agreement), revocable right to access and use JAMF’s APIs solely to develop, test, connect with, and support your Application for the purpose of requesting and receiving JAMF Content for display within your Application for the benefit of Your Users. JAMF reserves all other rights to use and access the JAMF’s APIs not expressly identified herein.

2.3           Trademarks.

2.3.1      JAMF hereby grants You a non-exclusive, non-transferable, non-sublicensable, revocable right to use the trademarks associated with the JAMF APIs(collectively the “Marks”) in connection with the promotion and distribution of your Application only. For the avoidance of doubt, you are not allowed to use JAMF or any of the Marks, in whole or in part, as your Application’s name.

2.3.2      You agree that the nature and quality of your Application offered under the Marks shall conform to the standards set by JAMF from time to time.  You agree to cooperate with JAMF in facilitating JAMF’s control of the nature and quality of your Application.

2.3.3      You acknowledge and agree that the Marks and all associated goodwill are the sole and exclusive property of JAMF.  All use by you of the Marks shall inure solely to the benefit of JAMF.  You shall not, during or after the term of this Agreement, engage in any conduct, directly or indirectly, that would infringe upon, harm, or contest the validity of JAMF’s rights to the Marks.  Except for the limited rights granted hereunder, nothing herein shall be construed as granting or conveying any other rights, title, or interest in or to the Marks to you.

3    JAMF CONTENT

3.1           Using and Displaying JAMF Content.  You may access and use the JAMF Content solely with your Application. You acknowledge and agree that JAMF may seed or watermark JAMF Content for verification of compliance and may use data capture, syndication analysis, and other similar tools to track, extract, compile, aggregate, archive, disclose, and analyze any data or information resulting from the use of JAMF’s APIs or JAMF Content. JAMF retains ownership of all ancillary information and metadata related to the use of JAMF’s APIs and JAMF Content, including, but not limited to, listing appearance frequency and popularity with Your Users (collectively "Metadata"). Metadata shall be considered confidential information of JAMF, and you may use Metadata only for your own internal technical purposes for supporting your Application.

3.2           JAMF Content Restrictions. When using the JAMF Content, you will not:

3.2.1      use the JAMF Content on a stand-alone basis, for instance, including it in an Application that does not provide other material content or functionality, unless JAMF approves such solution in a mutually executed written agreement;

3.2.2      Modify, decompile, reverse engineer or otherwise alter JAMF Content; or

3.2.3      Have your use of any of the JAMF Content: (i) be false, inaccurate or misleading; (ii) infringe on any third party’s copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (iii) violate any law, statute, ordinance, contract, regulation or generally accepted practice in all relevant jurisdictions (including without limitation those governing trade and export, financial services, consumer protection, unfair competition, antidiscrimination or false advertising); or (iv) create liability for JAMF or cause JAMF to lose (in whole or in part) the services of our ISPs or other suppliers

4    MODIFICATIONS

4.1           Modification of JAMF’s APIs.  JAMF may, without any liability to you, modify its databases, the permitted uses under this Agreement, or any of the benefits or features provided in connection with your use of JAMF’s APIs at any time with or without notice to you. Modifications may affect your Application and may require you to make changes to your Application at your own cost to continue to be compatible with or interface with JAMF’s APIs.

5    OWNERSHIP AND LICENSING

5.1           Ownership.  You acknowledge and agree that: (i) JAMF retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the JAMF Content, and any content JAMF created or derived therefrom; and (ii) you retain all rights, title and interest in and to all intellectual property rights embodied in or associated with your Application, excluding the aforementioned rights in this Section 5.1(i) above owned by or licensed to JAMF.  There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by JAMF or its suppliers.  You will not take any action inconsistent with JAMF’s ownership of the JAMF Content.

5.2           License.  You agree that JAMF, in its sole discretion, may use your trade names, trademarks, service marks, logos, and domain names for the purpose of advertising or publicizing your use of the JAMF’s APIs.

5.3           Competitive or Similar Materials.  In no event will JAMF be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for third parties, as well as marketing and distributing, materials that are competitive with your Application or other products or services provided by you, irrespective of their similarity to your current products or products that you may develop.

6    WORKING WITH THIRD PARTIES

6.1          Service Providers.  You may work with service providers as necessary to facilitate your performance under this Agreement only if you subject your service providers to all of the conditions and restrictions of this Agreement.  You acknowledge and agree that you will be jointly and severally liable for any act or omission by your service provider(s) amounting to a breach of this Agreement.

6.2          Sublicensing.  Except as set forth in this Section 6, all license rights (under any applicable intellectual property right) granted to you by JAMF are not sublicenseable, transferable or assignable.  You may sublicense your right to display the JAMF Content to Your Users solely to enable them to display JAMF Content on their computer screens; provided that:

6.2.1      Your Users will have no programmatic control over JAMF’s APIs.

6.2.2      You will enter into a binding agreement with each of Your Users that includes the following terms:

6.2.2.1      The restrictions herein will apply to Your Users.

6.2.2.2      Will make JAMF a third‑party beneficiary to your agreement with Your Users.

6.2.2.3      Will make the sublicense terminable at any time.

6.3          Breach by Your Users.  As a third‑party beneficiary to all sublicenses pursuant to this Agreement, JAMF will have the right, in its sole discretion, to directly enforce any term of the sublicense agreement against Your Users, including termination.  You acknowledge and agree that you are jointly and severally liable for any act or omission by Your Users amounting to a breach of this Agreement.

7    AVAILABILITY

7.1           JAMF makes no guarantees with respect to the availability or uptime of any JAMF Content. JAMF may conduct maintenance on or stop providing any of the JAMF Content at any time with or without notice to you.  JAMF may change the method of access to the JAMF Content at any time

8    DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

8.1           SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS OR LIMITATIONS ON LIABILITY.  ONLY DISCLAIMERS OR LIMITATIONS THAT ARE LAWFUL IN THE APPLICABLE JURISDICTION WILL APPLY TO YOU AND JAMF’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

EXCEPT AS EXPRESSLY STATED HEREIN, JAMF DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON‑INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. JAMF DOES NOT REPRESENT OR WARRANT THAT ANY DEVELOPERS PROGRAM TOOLS WILL OPERATE SECURELY OR WITHOUT INTERRUPTION. ALL LOGOS, PRODUCTS AND SERVICES PROVIDED BY JAMF HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN.  JAMF WILL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  IN THE EVENT THAT THE ABOVE IS NOT ENFORCEABLE, JAMF’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO AMOUNTS PAID OR PAYABLE TO JAMF BY YOU FOR THE DEVELOPERS PROGRAM TOOLS IN THE MONTH PRECEDING THE CLAIM.

9    INDEMNIFICATION

9.1          You will indemnify, defend and hold JAMF, its employees, agents, consultants, subsidiaries, partners, affiliates, and licensors harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable attorneys’ fees and other professional fees) (collectively, “Claims”) that may arise from or are related to (i) use of the JAMF Content; or (ii) the development, maintenance, use, and contents of your Application, including but not limited to any infringement of any third‑party proprietary rights.  At JAMF’s option, you will assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, JAMF may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you will not settle any such Claim without JAMF’s prior written consent).

10  TERM AND TERMINATION

10.1        Term.  The term of this Agreement will begin on the date on which you access or use JAMF’s APIs. It will continue until terminated in accordance with this Agreement.

10.2        Termination.  This Agreement will terminate automatically without notice if you fail to comply with any of its terms.  The license that is granted hereunder is dependent on your compliance with this Agreement and terminates automatically if you fail to comply with the terms.  JAMF RESERVES THE RIGHT TO TERMINATE THIS AGREEMENT OR SUSPEND OR DISCONTINUE YOUR ACCESS TO JAMF’S APIS, OR ANY PORTION OR FEATURE THEREOF, FOR ANY OR NO REASON AND AT ANY TIME WITH OR WITHOUT NOTICE TO YOU AND WITHOUT LIABILITY TO YOU.

10.3        If you wish to terminate this Agreement, you must email a termination notice to jamf.contracts@jamfsoftware.com; any other methods used by you to terminate this Agreement will be void.  Your termination notice will be effective when it is received by JAMF.

10.4        Effect of Termination.  Upon the termination of this Agreement, all licenses granted hereunder will terminate.  You will destroy all your intermediate copies of JAMF Content within ten calendar days of termination and provide written proof of destruction to JAMF upon request.

10.5        Survival.  Notwithstanding the termination of this Agreement, the parties shall be required to carry out any provision hereof that contemplates performance subsequent to such termination, and such termination shall not affect any liability or other obligation that have accrued prior to such termination, including, but not limited to, any liability for loss or damage on account of a prior breach.  Without limiting the generality of the foregoing, the parties specifically agree that the rights and duties contemplated in Sections 5, 8, 9, and 10.5 shall survive termination of this Agreement for any reason.

11   Equitable Remedies and Enforcement

11.1        You acknowledge and agree that a breach of any of the obligations set forth in Section 3 of this Agreement shall cause irreparable injury and shall entitle JAMF to equitable relief or remedy.  The pursuit or securing of any such equitable relief shall not prohibit or limit JAMF from seeking or obtaining any other remedy provided under this Agreement or by law.  The covenants, agreements, and remedies provided herein are in addition to, and are not to be construed as a replacement for or limited by, the rights and remedies otherwise available to JAMF including, but not limited to, those rights and remedies contained in the Defend Trade Secrets Act of 2016.

12   Governing Law; Jurisdiction; Venue; Attorneys’ Fees

12.1        This Agreement shall be construed and enforced in accordance with the laws of the State of Minnesota.  All actions, claims or disputes arising under or relating to this Agreement shall be brought in the federal or state courts in the State of Minnesota.  The parties irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over each party by the federal and/or state courts in the State of Minnesota.  The parties hereby irrevocably waive any and all objections which any party may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts in the State of Minnesota and to the venue of any such suit, action, or proceeding brought in any such federal or state court in the State of Minnesota.  Should You breach any of the terms of this Agreement, You hereby agree to pay the reasonable attorneys’ fees incurred by JAMF in enforcing the terms of this Agreement, including any resulting appeal.

13   MISCELLANEOUS

You acknowledge and agree that this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and any conflicting or additional terms contained in other documents or oral discussions are void.  Any modifications by you to this Agreement must be made in a writing (not including email) executed by both parties.  JAMF may refuse to execute any such writings in JAMF’s sole discretion.  Any notices to JAMF must be sent to its corporate headquarters address as set forth on our website via first class or air mail or overnight courier, and is deemed given upon receipt.  A waiver of any default is not a waiver of any subsequent default.  Unenforceable provisions will be modified to reflect the parties’ intention, and remaining provisions of the Agreement will remain in full effect.  You may not assign this Agreement without JAMF’s prior written consent. Any purported assignment in violation of this Agreement is void. You and JAMF are not legal partners or agents, but are independent contractors.