ShareFile and Podio
Developer & Publisher Terms of Use
These Developer and Publisher Terms of Use (“Agreement”) describe the terms and conditions under which you (and, if applicable, your agents, employees, contractors and any entity you represent) (collectively, “You” or “Your”), may access and use the Developer Materials or Products that are made available by Progress Software Corporation (“Company”).
By accessing or using the Developer Materials, or submitting or instructing Company to submit any materials to the Marketplace (defined below), You agree to be bound by the terms of this Agreement. You may use the Developer Materials and Products only in compliance with this Agreement and only if You have the power to form a contract with Company and are not barred under any applicable laws from doing so. If You are using the Developer Materials or Products on behalf of an entity, You are agreeing to this Agreement on behalf of that entity and acknowledge and agree that You have the authority to bind that entity to the terms of this Agreement. Capitalized terms used herein and not otherwise defined are defined as set forth in Company’s End-User Agreement (“EUA”) or other Company license, as applicable and amended from time to time. IF YOU CANNOT OR DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT OR ANY UPDATED TERMS TO THIS AGREEMENT, YOU MAY NOT USE THE DEVELOPER MATERIALS OR SUBMIT OR INSTRUCT COMPANY TO SUBMIT ANY MATERIALS TO THE MARKETPLACE.
1. DEFINITIONS
As used in this Agreement, the following defined terms shall apply:
1.1. "Application" means any software application, product, service, tool or website that Developer develops, owns or operates to interact with the Products or otherwise incorporates Developer Materials.
1.2. "Company APIs" means any form of application programming interface that Company makes available in its software-as-a-service Products.
1.3. "Company Marks" means any name, logo or mark belonging to Company and/or its subsidiaries and affiliates.
1.4. "Confidential Information" ” means any information of or relating to Company that becomes known to You through disclosure, observation or otherwise, and that is either: (1) designated as confidential by Company, (2) by its nature would be generally deemed to be confidential information or (3) not generally known or readily ascertainable to the public, including without limitation nonpublic information regarding the Developer Materials, Marketplace, the Products or Company applications, products, data, ideas, inventions, features, software, techniques, technology, source and object code, trade secrets, and business and financial information.
1.5. "Developer" means the individual or entity which has been approved by Company to access or use the Developer Materials pursuant to this Agreement.
1.6. "Developer Materials" means the materials that Company provides for Developers creating Applications and/or integrating Products or Product features into their products or services, including without limitation, the Company APIs, software development kits (SDKs), tools, libraries, components, executables, code, test instances or environments, development platforms, and any related developer documentation or sample code.
1.7. "Marketplace" means the ShareFile or Podio Products labeled as a “catalog,” “app marketplace” or a similar identifier.
1.8. "Products" means Company products or Company software-as-a-service offerings, whether generally available or otherwise, including any components provided with them, and updates.
1.9. "Publisher" means a Customer that has been approved by Company to submit materials to the Marketplace pursuant to this Agreement.
1.10. "Solution" means any template, arrangements, content, Customer Content, or other materials, that have been submitted to the Marketplace by or on behalf of the Publisher.
1.11. "Your Marks" means any name, logo or mark belonging to Publisher or Developer, and/or its subsidiaries and affiliates.
2. LICENSES AND RESTRICTIONS
2.1. Developer and/or Publisher License. Subject to the terms and conditions of this Agreement, Company grants to You a limited, revocable, non-exclusive, non-sublicensable, non-transferable license:
(a) only if approved as a Developer, to access and use the Developer Materials (i) to develop, test, and support Your Application, and (ii) to enable end users of Your Application to connect to and communicate with the applicable Products; and/or (b) only if approved as a Publisher, to access and use the Products to develop, test, and support the Solution.
Your use, through Your Application or otherwise, of the Products, such as through the Company APIs or otherwise, is also subject to the terms of the EUA.
2.2. Company License. Subject to the terms and conditions of this Agreement, Publisher grants Company and its subsidiaries and affiliates a royalty-free, global, transferrable, sublicensable, irrevocable, and perpetual license to use and create derivative works of the Solution.
2.3. Marks License.
(a) Subject to the terms and conditions of this Agreement, Company grants You a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to display the applicable Company Marks as permitted by the Company Trademark & Copyright Guidelines, and solely as necessary: (i) if approved as a Developer, to enable end users of Your Application to connect to and communicate with the applicable Products and (ii) if approved as a Publisher, to facilitate use of the Solution by Product end-users, in each case only in furtherance of the applicable license granted in section 2.1(a).
(b) Subject to the terms and conditions of this Agreement, You grant Company and its subsidiaries and affiliates a limited, revocable, global, non-exclusive, sublicensable, transferable license to display Your Marks as necessary to identify You as a Publisher or Developer.
2.4. Accounts. To access portions of the Developer Materials or certain resources, or submit materials to the Marketplace, You may be asked to provide certain registration details or other information. All information You provide must be accurate, current, and complete. You are solely responsible for all activities identified with Your access and registration. Company has the absolute right to disable any user account or password, at any time, for any reason, including, if in our sole discretion we believe that You have failed to comply with any provision of this Agreement.
2.5. Competition. You shall not access and/or use the Developer Materials or Products directly or indirectly for competitive benchmarking or other competitive analysis, except and only to the extent that applicable law expressly permits, despite this limitation.
2.6. Developer Documentation. Developer’s use of the Company APIs or any other Developer Materials shall comply with any technical or other documentation provided as part of the Developer Materials, all of which is expressly incorporated into this Agreement by reference.
2.7. Data Collection and Privacy. Developer must maintain an end user agreement and privacy policy for Your Application, which is prominently identified or located where end users download or access Your Application. Developer’s privacy policy must at a minimum meet applicable legal standards and describe the collection, use, storage and sharing of data in clear, understandable and accurate terms. Developer must indicate to end users that Company will treat any information submitted by You or to the Products in accordance with its own Privacy Policy and its EUA (or other applicable product license or service agreement). Developer’s privacy policy may not otherwise conflict with these terms. In addition, Developer shall use industry-standard security practices to collect, process, transmit and maintain any end-user data. Developer must promptly notify Company in writing of any breaches of Your privacy policy or Your systems that impact or may impact customers or users of the Products.
2.8. Feedback. You grant Company and its subsidiaries and affiliates a royalty-free, global, transferrable, sublicensable, irrevocable, and perpetual license to use and create derivative works based on any feedback, comments, functionality, code, features, enhancement requests, recommendations, or suggestions that You provide to Company relating to the Developer Materials, Marketplace, the Solutions, or the Products. You further agree that Company may freely use, modify, distribute, or commercialize such submissions without any payment or obligation to You.
2.9. Illegal or Harmful Purposes. You shall not access and/or use the Developer Materials or Products for fraudulent or illegal purposes, or for any other purpose that may be harmful (in Company’s sole discretion) to Company, its Products or any end user, or to otherwise communicate any message or material that is deemed harassing, threatening, indecent, obscene, infringing, slanderous or otherwise unlawful including, to communicate any message or material that comprises any unsolicited mass distribution of junk mail, advertising or spam, or that violates the Company Privacy Policy.
2.10. Company Development. You understand and acknowledge that Company may from time to time create applications, products or services that are similar to or competitive with Your products or services, Developer’s Application, or the Solution and nothing in this Agreement shall be construed as restricting or preventing Company from creating and fully exploiting such Company-created applications, products or services, without any obligation to You.
2.11. Misrepresentation and Masking Identity. Developer shall not misrepresent, remove, hide or mask its identity when using the Company APIs.
2.12. Notices. You shall not remove any legal, copyright, trademark, confidentiality, or other proprietary rights notices contained in or on materials You receive pursuant to this Agreement, including but not limited to the Products, Developer Materials and the Company Marks.
2.13. Promotional and Marketing Use. You agree that Company may use screenshots or other content from Your Application or the Solution, for promotional and marketing purposes and grant Company all rights related to this use.
2.14. Representations. Neither You nor Your employees or representatives shall make any representations with respect to Company, the Products or this Agreement, or display the Company Marks in a manner that could reasonably imply an endorsement, relationship, affiliation, or sponsorship between You and/or a third party and Company.
2.15. Resale and Commercial Use. Unless You are separately and expressly authorized by Company in writing, You shall not market, offer to sell, sell and/or otherwise resell the Developer Materials, the Solution, or the Products to any third party.
2.16. Reverse Engineering. You may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code used in the Developer Materials, the Products and/or any other aspect of Company technology, except and only to the extent that applicable law expressly permits, despite this limitation.
2.17. Security. Developer shall properly configure its networks, operating systems, Applications, and the software of its computer systems to generally accepted Internet industry standards as required to securely access and use the Company APIs and other applicable Developer Materials.
2.18. Test Instances. Company may offer test instances or environments, trials, or demos (collectively, “Test Instances”) as part of the Developer Materials, and Developer may use these Test Instances solely to develop and test its Application, subject to the other terms of this Agreement. These Test Instances are designed for short-term, temporary use and may be reset at any time without notice. You should not upload data or content to the Test Instances that is sensitive or confidential, or that You do not have intellectual property rights to use and upload.
2.19. Usage. Developer shall not access and/or use the Company APIs or other Developer Materials in a manner that exceeds a reasonable request volume or constitutes excessive or abusive usage, overburdens, impairs or materially disrupts the networks, security systems, Products and/or websites of Company, or interferes with another party’s use of the Products, the extent and reasonableness of which shall be determined by Company in its sole discretion. In the event of any violation of this section, Company reserves the right to limit, suspend or block Developer’s use of the Developer Materials. Company may also set such usage limitations from time to time as it deems appropriate in its sole discretion.
2.20. Fees. You are not entitled to any fees for Your Application or the Solution, whether from Company, end-users, or otherwise. Currently, Company does not charge a listing fees for use of the Marketplace or other fees related to the download, use, or installation of Your Application or the Solution from the Marketplace. However, Company reserves the right to charge listing or other fees upon thirty (30) days notice to You.
2.21. Solution. Company may publish, unpublish, reject, or change, all or any part of a Solution, at any time, in its sole discretion.
3. PROPRIETARY RIGHTS
Except for the limited use rights expressly granted in this Agreement, Company owns or retains all right, title or interest in or to Developer Materials, the Company Marks, the Products, Marketplace, the Solution, or any related intellectual property rights.
4. CHANGES
Company may modify this Agreement in its sole discretion at any time (with or without notice to You). By accessing or using the Developer Materials, Developer agrees to be bound to the most current version of this Agreement. By submitting any materials to the Marketplace, or as long as the Solution is available in the Marketplace, Publisher agrees to be bound to the most current version of this Agreement. Company may also, in its sole discretion and at any time (with or without notice to You), change, suspend or discontinue the Developer Materials, Products, or Marketplace. Such changes may include, without limitation, removing or limiting access to specific Products or APIs, requiring fees, or setting and enforcing limits on Developers use of additions to the Developer Materials. We may also impose limits on certain features and services or restrict access to some or all of the Developer Materials, Products, or Marketplace. We may release subsequent versions of the Developer Materials, Products, or Marketplace, and require that You use those subsequent versions at Your sole cost and expense.
5. TERM AND TERMINATION
5.1. Term. This Agreement will be effective during Your use of the Developer Materials, Products, or Marketplace.
5.2. Termination. Company may, in its sole discretion and at any time, suspend or terminate Your rights under this Agreement to access or use the Developer Materials, Products, or Marketplace. or display the Company Marks, including by terminating access to the Company APIs or other Developer Materials, the Products, or Marketplace, with or without any prior notice. Developer may terminate this Agreement for any reason or no reason, with or without notice to Company, by ceasing all access and use of the Developer Materials. Publisher may terminate this Agreement for any reason or no reason, with six months notice to Company, except that Your obligations under Section 2 (except 2.1 and 2.3(a)) survive termination of the Agreement. Any termination of this Agreement will also immediately terminate the licenses granted to You. Upon termination of this Agreement, You will immediately discontinue all access and use of the Developer Materials, the Marketplace, delete any cached or stored content that was permitted by the cache header and otherwise cease to display the Company Marks. Neither party shall be liable for any damages resulting from a termination of this Agreement in accordance with this section; provided, however, the termination of this Agreement shall not affect any claim arising prior to such termination. Sections 3 and 5 through 10 shall survive termination.
6. CONFIDENTIALITY
Unless expressly authorized in writing by Company, You shall not disclose to any third party any Confidential Information of Company, nor use such Confidential Information in any manner other than to perform Your obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is publicly disclosed through no fault of Your own, (ii) is already lawfully in Your possession and not subject to a confidentiality obligation to Company, (iii) becomes known to You from a third party having an apparent bona fide right to disclose the information, or (iv) is Confidential Information that You are obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided You supply Company with timely notice of such court order or subpoena. Furthermore, You will also keep strictly confidential all passwords, keys, and/or other access information related to the Company APIs, test instances, developer portal, and other applicable Developer Materials.
7. WARRANTIES
You hereby warrant to Company that You have all necessary authority to enter into and perform Your obligations under this Agreement without the consent of any third party or breach of any contract or agreement with any third party, and that the use by Company or others of the Solution, Your Applications, products or services shall not violate the rights of any third party (e.g., copyright, patent, trademark or other proprietary rights) or any applicable law or regulation.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE DEVELOPER MATERIALS, MARKETPLACE, THE SOLUTION, AND PRODUCTS ARE PROVIDED BY COMPANY ON AN “AS IS” BASIS, AND YOUR ACCESS TO AND/OR USE OF THE DEVELOPER MATERIALS, MARKETPLACE, THE SOLUTION, AND PRODUCTS IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS AND YOU RECEIVE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR SATISFACTORY QUALITY. COMPANY MAKES NO WARRANTY THAT ANY OF THE DEVELOPER MATERIALS, MARKETPLACE, THE SOLUTION, OR PRODUCTS WILL MEET YOUR REQUIREMENTS, PROVIDE ANY DESIRED RESULTS, BE UNINTERRUPTED, ERROR FREE OR THAT ANY DEFECTS WILL BE CORRECTED. COMPANY SHALL NOT HAVE ANY OBLIGATION TO SUPPORT OR MAINTAIN THE DEVELOPER MATERIALS, MARKETPLACE, SOLUTION, OR PRODUCTS. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE DEVELOPER MATERIALS, MARKETPLACE, THE SOLUTION, OR PRODUCTS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. Some jurisdictions do not allow the exclusion of certain warranties and conditions, so some of the above exclusions may not apply to You.
8. LIMITATION ON LIABILITY
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THIS AGREEMENT, WHETHER DIRECT OR INDIRECT, NO MATTER THE THEORY OF LIABILITY AND REGARDLESS OF WHETHER COMPANY KNEW OR SHOULD HAVE KNOWN, INCLUDING BUT NOT LIMITED TO: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, OR (v) COSTS OF RECOVERY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S TOTAL CUMULATIVE LIABILITY HEREUNDER FOR ANY AND ALL CLAIMS, IS LIMITED TO $50.00. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. ANY CLAIM ARISING OUT OF THIS AGREEMENT MUST BE BROUGHT BY YOU WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM OR SUCH CLAIM IS PERMANENTLY BARRED.
9. INDEMNIFICATION
You agree to hold harmless and indemnify Company, it subsidiaries and its affiliates, and their respective directors, officers, agents, employees, consultants, and partners, from and against any and all third party claims to the extent arising from or in any way related to the Application or Solution, including from (i) violation of third party intellectual property rights arising from making, using, selling, displaying or reproducing the Application or Solution and (ii) Your use of the Developer Materials, Products, Marketplace, or the Solution, in violation of this Agreement, and in each case including any liability or expense arising from claims, losses, damages (actual or consequential), suits, judgments, litigation costs and reasonable attorneys’ fees, of every kind and nature.
10. ADDITIONAL TERMS.
10.1. Assignment. You may not assign Your rights or delegate Your duties under this Agreement either in whole or in part, by operation of law or otherwise and any such attempted assignment or delegation shall be void.
10.2. Choice of Law and Location for Resolving Disputes. If You are entering into these terms from a European Union member country, United Kingdom, Norway, Switzerland, Japan, India or Australia, then the Agreement is governed by the laws of Ireland and subject to the exclusive jurisdiction of the courts of Ireland. Otherwise, these terms are governed by the laws of the State of Florida and You agree that You must institute any suit, action, or proceeding arising out of these terms in the state or federal courts located in Broward County, Florida. You hereby waive any objection that You may have to Company instituting any suit, action, or proceeding arising out of these terms in the state or federal courts located in Broward County, Florida, and You hereby irrevocably consents to the personal jurisdiction of any such court in any such suit, action, or proceeding. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these terms.
10.3. Compliance with Laws. Both parties agree to comply with all applicable local, state, national and foreign laws, rules, and regulations, including, but not limited to, all applicable export and import laws and regulations, in connection with their performance, access and/or use of the Developer Materials, Marketplace, or the Solution, under this Agreement. Notwithstanding the preceding sentence, Company does not guarantee that the Developer Materials, Marketplace, or the Solution shall be appropriate and/or available for use in any particular location and You are responsible for compliance with local laws to the extent applicable.
10.4. Conflict. In the event of any conflict between the content of this Agreement and the documents incorporated by reference, this Agreement shall control with respect to Your use of the Developer Materials, Marketplace, or the Solution, as applicable.
10.5. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same. Except as expressly stated in this Agreement, no waiver or amendment of any term or condition of this Agreement shall be valid or binding on either party unless agreed to in writing by both parties.
10.6. Force Majeure. Neither party will be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond its reasonable control (e.g., natural disasters, acts of war, geo-political events/decrees, labor strikes, failure of media or utility carrier/providers), but only for so long as such conditions persist.
10.7. High-Risk Use. You hereby acknowledge and agree that the Developer Materials, Marketplace, the Solution, and Products are not designed or intended for access and/or use in or during a high-risk activity including, but not limited to: (1) medical procedures; (2) online control of aircraft, air traffic, aircraft navigation, or aircraft communications; or (3) the design, construction, operation, or maintenance of any nuclear facility. Company hereby expressly disclaims any express or implied warranty of fitness for such purposes and Company shall have no liability in any form related to Your use of a Company API, Marketplace, the Solution, or Products in any such high-risk activity. Company makes no representations that the Developer Materials, Marketplace, the Solution, or Products satisfy the requirements of the Health Insurance Portability and Accountability Act, as amended, regarding the processing of protected health information.
10.8. Notice. Company may provide You with notice via email, regular mail, or postings on the Company website and You agree to receive such communications.
10.9. No Waiver. The failure of either party in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) in the future.
10.10. Privacy. Company may use any personal information provided by You as set forth in the Company Privacy Policy.
10.11. Relationship of the Parties. You and Company are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties and no person or entity that is not a party to this Agreement will be deemed a third-party beneficiary hereto.
10.12. Remedies. You acknowledge that Your breach of this Agreement may cause irreparable harm to Company, the extent of which would be difficult to ascertain or calculate. Accordingly, You agree that, in addition to any other remedies to which Company may be legally entitled, Company shall have the right to seek immediate injunctive relief, in any court of competent jurisdiction, without the obligation of posting a bond or showing irreparable harm, in the event of a breach of this Agreement by You or by any of Your officers, employees, consultants or other agents.
10.13. Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect.
10.14. Third Party Services. You are responsible for any third party services or software that You use or access with any of the Products, and acknowledge that You are governed by their respective terms. Company shall have no obligations or liability for any third party services or software.
Last Revised: November 13, 2024