Developer Platform Terms and Conditions

These Terms and Conditions are effective from 25 August 2020.

Introduction

Welcome to the Actionstep Developer Platform!

Actionstep provide a range of development resources and services to Partners, Developers, and Integrators to build custom applications connecting to the Actionstep Service. These Terms and Conditions (thereafter, referred to as the “Terms”) govern your access to and use of resources and services provided by the Developer Platform.

You must agree to these Terms to access our Developer Platform. Your use of the Developer Platform constitutes your acceptance of these Terms and you must continue to comply with these Terms while using the Developer Platform.

Breaching these Terms may result in restrictions being placed on your access to the Developer Platform or revocation of access altogether. We can use our sole and absolute discretion in imposing restrictions or revoking access. If your access is revoked or restricted, you acknowledge that we may directly contact any users of your application to notify them of the breach and the action we have taken.

Terms and Definitions

Term	Definition
Terms	The Terms and Conditions (this document) together with any exceptions or special conditions that Actionstep has agreed with you in writing.
We, Our	Means Actionstep New Zealand Limited.
You, Your	Means the person who registers to use the Developer Platform, and, where the context permits, includes any entity on whose behalf that person registers to use the Developer Platform.
Actionstep	Actionstep New Zealand Limited.
Actionstep Service	Means the Actionstep online business and practice management services made available (as may be changed or updated from time to time by Actionstep) via Actionstep Websites.
Actionstep Websites	Means the Internet sites at the domain, or subdomains, at Actionstep.com or any other site operated by Actionstep.
User Data	Means any data transmitted via the Actionstep public API.
Actionstep’s Terms of Use	https://www.actionstep.com/nz/about/terms-of-use
Actionstep’s Privacy Policy	https://www.actionstep.com/nz/about/privacy-policy
Actionstep’s Vulnerability Disclosure Policy	https://www.actionstep.com/nz/about/legal/vulnerability-disclosure-policy
Confidential Information	Includes all information exchanged between the parties under this Agreement, whether in writing, electronically or orally, including the Actionstep Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
Intellectual Property Right	Means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
API	Means the public application programming interface provided by Actionstep through the Developer Platform.
Developer Platform	The collection of services and resources made available to Partners, Developers, and Integrators under these Terms.

Scope

These Terms cover the collection of resources and services provided by Actionstep’s Developer Platform as may be amended from time to time. These include:

• Registration and administration.
• The Actionstep public API.
• Provision of access keys and access tokens (security credentials).
• The online Developer Portal https://docs.actionstep.com.
• Development and testing sandbox.
• Zapier™ integrations.
• Documentation.
• API Review.
• Technical Support.

Registration

To access the Developer Platform, you must follow the registration process established by Actionstep. Actionstep may approve or deny access to the Developer Platform at its sole discretion. When you register, you may be subject to Actionstep’s standard Terms of Use, Privacy Policy, and Vulnerability Disclosure Policy as described at https://www.actionstep.com/nz/about/legal or for your geographical region as applicable.

By registering to use our Developer Platform you acknowledge you have read and fully understood these Terms. If you are registering on behalf of another person or entity you acknowledge you have the authority to do so and must provide the details of the person or entity on behalf of whom you are registering.

If you are providing application development services or are otherwise acting as a connector to a third-party that will receive or otherwise benefit from User Data obtained through the Developer Platform (i.e. you are a “Connector”) you are deemed to be acting as an agent of the ultimate recipient of the User Data and you have the authority to bind the ultimate recipient to these Terms.

If you subcontract the development of your applications, you will procure that any third-party subcontractor always complies fully with these Terms. You must also provide full details of the subcontractor during registration.

Support and Platform Updates

While we may provide you with support or modifications for the Developer Platform, we are not obligated to do so and have no obligation to fix or respond to errors you may encounter. At our discretion and without liability to you, we may add, remove, or modify any features of the Developer Platform; impose additional eligibility requirements or restrictions for access to the Developer Platform; or discontinue the Developer Platform. If we modify the Developer Platform, we may require you to use the modified version, which may not be compatible with any applications you may have developed using previous versions. We typically make these changes as part of our overall Developer Platform program and post upcoming notifications on our Developer Portal https://docs.actionstep.com/notifications.

Your Rights

Subject to these Terms, you may use the Developer Platform solely to enable your applications to access or interface with the Actionstep Service and as set forth in these Terms. Your use of the Developer Platform must be as permitted and authorized, and is subject to call, usage and other limits as described at https://docs.actionstep.com/api-limits (as may be modified from time to time, and which are incorporated into these Terms) or as we otherwise notify you. All your rights are non-assignable, non-transferrable, and non-sublicensable.

Unless otherwise specified in these Terms, your use within these Rights are permitted “free-of-charge” (excluding any initial registration fee) up to, but not to exceed, the Actionstep API limits and Actionstep customer limits set forth in associated documentation. Actionstep reserves the right to charge you for your use of the Developer Platform with prior notice to you. In addition:

• If you are a Connector, you are only permitted to pass through any User Data to the ultimate recipient on behalf of whom you are connecting to the Developer Platform.

• If you subcontract the development of your Applications, you will procure that any third-party subcontractor engaged by you is only passing through any User Data to you. Such subcontractors shall have no other use rights.

• You agree not to use, nor permit any third party to use, the Developer Platform in a manner that violates any applicable law, regulation, or these Terms.

If you are unsure whether your intended use case(s) comply with these Terms, please reach out to support@actionstep.com before investing time and resources into building your application’s integration with the Actionstep Service.

Actionstep reserves the rights to modify or amend this policy, in its sole discretion, at any time.

Your Obligations and Responsibilities

User Relationships

Your applications must include your own legally binding terms of use and privacy policy (“Your Terms”) that are publicly available to your third-party users (assuming you have third-party users or that your application allows for the retrieval of User Data, or where including Your Terms would be customary or appropriate under the circumstances). If a user of the Actionstep Service allows your applications to retrieve any data, content or information of a user, including where such data is aggregated by you across more than one user (“User Data”) from the Actionstep Service, you must:

• Access only the minimum data fields your application needs to work properly, as permitted by the user.

• Ensure the User Data is collected, processed, transmitted, maintained, and used in accordance with Your Terms, all Laws, and all reasonable measures that protect the privacy and security of the User Data.

Without limiting the foregoing, Your Terms must contain clear and legally adequate disclosures about the nature of Your Application’s integration with the Actionstep Service and the User Data you are collecting and how you may use it.

For clarity, any user’s access or use of the Actionstep Service itself is subject to Actionstep’s Service Terms or other applicable terms agreed by Actionstep with the user, not Your Terms. If Actionstep receives any User Data from or on behalf of a user, including through or enabled by Your Application, Actionstep will treat such User Data under its applicable terms with such user and such data will no longer be subject to Your Terms.

Be a Good Citizen to Our Ecosystem

You share the Actionstep Service and our Developer Platform with your fellow developers, and you should write your application as you would want others to write theirs. You agree not to use, nor permit any third party to use, the Developer Platform to:

• Submit to the Developer Platform or Actionstep Service any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.

• Defame, abuse, harass, stalk, or threaten others, promote unlawful activities, or send disruptive or offensive messages or advertisements.

• Try to exceed or circumvent limitations on calls and use.

• Create multiple versions of Your Applications that access the Developer Platform for the same or similar usages (e.g. creating customer-specific versions of Your Applications).

• Copy, reformat, reverse-engineer, or otherwise modify the Developer Platform, access credentials, or our website or content.

• Download, scrape, post or transmit (in any form or means) any part of our website or content.

• Sublicense Actionstep APIs for use by a third party.

• Use User Data to assist with any unsolicited marketing communication (electronic or otherwise) to any person or entity.

• Resell (for a fee, or any other commercial benefit) any User Data (for clarity, “resell” does not include your charging subscription fees for access to Your Application, generally).

• Transfer any User Data, in the form provided through the Developer Platform, to any third party.

• Permit any third party to use any User Data, for any purpose not directly related to your advertised service offering.

• Create an API or similar function designed to help you enhance your websites and/or Your Applications that functions substantially the same as any of our APIs and offer it for use by third parties.

• Access the Developer Platform for competitive purposes (including to connect to a competitive product or to create your own competitive product) or publicly disseminate performance information or analysis (including uptime, response time and/or benchmarks) relating to the Actionstep APIs.

Your Representations and Indemnity

You are solely responsible for your use of the Developer Platform, Your Applications and any data or content that you use with the Developer Platform. You represent and warrant that:

• You have full power and authority to enter into and perform these Terms.

• Your use of the Developer Platform and Your Applications will not violate any third party rights (including intellectual property rights and rights of privacy or publicity) or any laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications and the export of technical or personal data (“Laws”).

• All information you provide to Actionstep is and will be true, accurate, and complete.

• You will not interfere with Actionstep’s business practices, the way in which it offers the Actionstep Service or the Developer Platform or any third-party products or networks used with the Developer Platform. You will indemnify, defend (at Actionstep’s request) and hold harmless Actionstep and its affiliates and their respective directors, officers, employees, agents, contractors, end users and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages or liabilities based on or arising from:

1. Your use of the Developer Platform.

2. Your Applications and your relationships or interactions with any users or third-party distributors of Your Applications.

3. Your breach or alleged breach of these Terms. Actionstep may at its own expense participate in the defence and settlement of any claim with its own counsel, and you may not settle a claim without Actionstep’s prior written consent (not to be unreasonably withheld).

Branding and Publicity

Brand Features

“Brand Features” means 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. You may not use Actionstep Brand Features without Actionstep’s prior written consent. Any permitted use by you of Actionstep’s Brand Features (including any goodwill associated therewith) will inure to the benefit of Actionstep.

Publicity

You may promote Your Application, including talking to traditional and online media and your users about Your Application, but you may not issue any formal press release via traditional or online media referring to Actionstep without Actionstep’s prior written consent. You must conduct all such activities truthfully and without implying that Your Application is created, sponsored, or endorsed by Actionstep (or otherwise embellishing your relationship with Actionstep) and you may not make any legal representations, guarantees or warranties on behalf of Actionstep or with respect to the Developer Platform or the Actionstep Service. If you become aware that any public-facing articles are being developed by independent publications or authors connecting Your Application to Actionstep, then you agree to immediately inform Actionstep.

Actionstep may publicly refer to you, orally or in writing, as a user of the Developer Platform. We may also publish your Brand Features (with or without a link to Your Application) on our websites, in press releases, and in promotional materials without your prior consent.

Intellectual Property Rights

Actionstep Independent Development and Patent Issues

You understand and acknowledge that Actionstep may be independently creating (or may receive from third parties) features, applications, content, or other products or services that may be similar to or competitive with Your Application, and nothing in these Terms will be construed as restricting or preventing Actionstep from doing so. In addition, in order to allow others to benefit from the Developer Platform, you agree not to assert (or assist or encourage anyone in asserting) any patent claims against Actionstep (or its users, customers partners or developers, or Actionstep’s or their respective successors, assigns) where such patent claim relates to the integration, combination or interface of any applications, products or services with the Actionstep Service or our other products or services.

Developer Exception to Privacy Policy

Actionstep may reveal personal information about developers for attribution purposes, handling inquiries from users or potential users, and other purposes Actionstep reasonably deems necessary under these Terms. You understand and agree that Actionstep may access, preserve, and disclose your personal information and your developer details if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal process or to protect the rights, property, or safety of Actionstep, its affiliates or partners, its users, or the general public.

Actionstep Rights

As between you and us, we own all rights, title, and interest, including all intellectual property rights, in the Developer Platform, Actionstep Service, Actionstep’s Brand Features, our other products and services, and all related technology, websites and content, and any modifications or derivative works of the foregoing (collectively, the “Actionstep Materials”). Except for the limited use right expressly granted to you under these Terms, Actionstep does not grant you any right, title, or interest in the Actionstep Materials. You have no obligation to give us any suggestions, comments or other feedback relating to the Actionstep Materials (“Feedback”). If you provide us with Feedback, you grant us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify, sublicense (through multiple tiers) and otherwise exploit the Feedback (including any ideas, concepts, methods, know-how or techniques embodied in Feedback) for any purpose, without any restriction or obligation to you based on intellectual property rights or otherwise.

Confidentiality

Actionstep Confidential Information

Actionstep may provide certain information to you that is confidential or proprietary (“Actionstep Confidential Information”). Actionstep Confidential Information consists of:

• Your access keys and token or logins for the Developer Platform, any non-public elements of the Developer Platform, or any pre-release information about the Actionstep Service.

• Anything identified or marked as “Confidential” or “Proprietary” or that you should reasonably understand to be confidential or proprietary under the circumstances.

You may use Actionstep Confidential Information only for the purposes of these Terms. You may not disclose any Actionstep Confidential Information to third parties, other than your employees, agents, and advisors with a need to know, and for whom you agree to remain responsible under these Terms.

Your Confidential Information

You should not disclose any information to Actionstep that you consider to be confidential. To avoid any potential confusion, you agree that any unsolicited information you provide to Actionstep in relation to the Developer Platform will be non-confidential and that Actionstep may use it under the same terms as for Feedback above. However, this clause does not apply to the extent you have entered into a separate non-disclosure agreement (NDA) or other confidentiality terms with Actionstep addressing your confidential information in relation to the Developer Platform.

Term and Termination

These Terms remain in effect until terminated. You may terminate this Agreement at any time by ceasing all use of the Developer Platform and notifying Actionstep. We may terminate this Agreement for any reason or any reason upon ten (10) days’ notice to you. In addition, we may suspend or terminate this Agreement (or your use of all or any of the Developer Platform) immediately if we believe you have violated these Terms, if we believe the use of Your Application with the Developer Platform is not in our or our users’ best interests, if we cease to offer the Developer Platform, or as required by Laws.

Upon termination of this Agreement:

• All rights and licenses granted to you will terminate immediately and you must stop using all Actionstep Materials (unless you have a separate right to use them under another agreement with Actionstep).

• You must permanently delete all Actionstep Confidential Information and any other data which you stored pursuant to your use of the Developer Platform (other than User Data you have received and are using in accordance with “Your Responsibilities” and, at Actionstep’s request, you will confirm such destruction.

• All clauses under Your Obligations and Responsibilities, Disclaimer of Warranties, Limitations of Liabilities and Indemnity, Intellectual Property Rights, Confidentiality, Modification to Terms will survive this Agreement and will remain in full force indefinitely following termination of this Agreement by either party.

Security

You warrant that your Application has been developed to operate with Developer Platform content in a secure manner. Your network, operating system and the software of your servers, databases, and computer systems (collectively, "Systems") must be properly configured to securely operate your Application and store content collected through your Application (including all Developer Platform content). Your Application must use reasonable security measures to protect the private data of your users.

We may use technology to detect, prevent or limit the impact of any issues caused by your Application (before, after, or instead of suspension of your access). This may include, for example,

• Filtering to stop spam.

• Performing security or privacy monitoring regarding scraping, denial of service attacks, user impersonation, application impersonation, or illicit consent grant(s).

• Limiting or terminating your access to the Developer Platform.

You will permit Actionstep reasonable access to your Application for purposes of monitoring compliance with these Terms. You will respond to any questions by Actionstep about your compliance with these Terms.

Without limiting the foregoing, upon request by Actionstep, you will provide us (or an independent auditor acting on our behalf) with up to two full-feature client account-level instances to access your Application (and/or other materials relating to your use of the Developer Platform) as reasonably requested by us to verify your compliance with these Terms (including, in particular, your security and privacy obligations under these Terms).

We may restrict or terminate access to the Developer Platform or perform an audit (including by hiring an independent auditor acting on our behalf) of your Application if you fail to provide adequate information and materials (including up to two full-featured instances of your Application) to verify your compliance with these Terms.

You must have a process to respond to any vulnerabilities in your Application, and in the case of any vulnerabilities related to your Application's connection to the Developer Platform discovered by you or reported to you by a third party, you agree that you will provide vulnerability details to Actionstep InformationSecurity@actionstep.com.

In the event of a data breach by you resulting from any aspect of the Developer Platform involving your Application or any data collected through your Application, you will promptly contact Actionstep InformationSecurity@actionstep.com and provide details of the data breach. You agree to refrain from making public statements (e.g. press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Actionstep in each instance as it relates to the Actionstep APIs.

The rights and requirements of this clause (“Security”) will survive for five (5) years following any termination of these Terms.

Disclaimer of Warranties

THE DEVELOPER PLATFORM, ACTIONSTEP SERVICE AND ALL OTHER ACTIONSTEP MATERIALS (DEFINED IN THESE TERMS) ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. ACTIONSTEP AND ITS THIRD- PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. ACTIONSTEP MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE (A) RELATED TO RELIABILITY, ACCURACY, OR COMPLETENESS OF THE DEVELOPER PLATFORM OR ANY ACTIONSTEP MATERIALS, (B) THAT ACTIONSTEP WILL CONTINUE TO OFFER THE DEVELOPER PLATFORM OR (C) THAT USE OF ANY ACTIONSTEP MATERIALS WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET PARTNER’S REQUIREMENTS OR EXPECTATIONS. You may have other statutory rights; in which case the disclaimers above will apply to the full extent permitted by law.

Limitation of Liability and Indemnity

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) ACTIONSTEP WILL NOT BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY RELATED TO THE ACTIONSTEP MATERIALS OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY; AND (B) IN ANY EVENT ACTIONSTEP’S ENTIRE AGGREGATE LIABILITY UNDER THESE TERMS WILL BE LIMITED TO THE GREATER OF (1) THE AMOUNT YOU PAID US (IF ANY) TO USE THE DEVELOPER PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (2) ONE THOUSAND U.S. DOLLARS (US$1,000). You acknowledge and agree that this clause reflects a reasonable allocation of risk and that Actionstep would not enter into this Agreement without these liability limitations. This clause will survive notwithstanding any limited remedy’s failure of essential purpose.

Modification to Terms

We may modify these Terms or any additional terms that apply to the Developer Platform occasionally, for example, to reflect changes to the Law, changes to the Developer Platform or for other reasons in our discretion. We will post notice of modifications to these Terms or the additional terms within the documentation for the Developer Platform. Changes are effective thirty (30) days after they are posted. However, changes specific to new functionality for the Developer Platform, changes made for legal reasons, and any changes to our Documentation or referenced policies will be effective immediately. You may be required to accept the modified Terms in order to continue using the Developer Platform, and in any event you agree that your continued use of the Developer Platform after the changes become effective constitutes acceptance of the modified terms. Except as set forth in this clause, all amendments must be in writing and signed by both parties.

General

Entire Agreement

These Terms and any documents incorporated into these Terms by reference, constitute the entire agreement between you and us regarding the Actionstep Developer Platform and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Developer Platform Terms. If any provision of these Developer Platform Terms is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible.

Waiver; Severability; Interpretation; Assignment; Remedies.

These Terms do not create any third-party beneficiary rights. If you do not comply with these Terms, and Actionstep does not take action right away, this does not mean that Actionstep is giving up any rights that it may have (such as taking action in the future). If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. In these Terms, “including” (and similar terms) are to be construed without limitation, and headings are for convenience only. You may not assign these Terms, in whole or in part, without Actionstep’s prior written consent, and any assignment without such consent is null and void. Actionstep may assign, transfer or delegate these Terms in its discretion. You acknowledge that your breach of these Terms may cause irreparable harm to Actionstep, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Actionstep may be legally entitled, Actionstep will have the right to seek immediate injunctive relief in the event of a breach of these Terms by you or any of your officers, employees, consultants, or other agents.

Governing Law and Venue; Arbitration (U.S. only) and Waiver of Jury Trial (U.S. only).

If your principal place of business is in the U.S.A.: the laws of California, U.S.A., excluding California’s choice of law rules, and the U.S. Federal Arbitration Act, and applicable U.S. federal law, applies to any disputes arising out of or related to these Terms or the Actionstep Materials. All claims arising out of or relating to these Terms or the Actionstep Materials will be resolved by binding arbitration conducted by the American Arbitration Association (AAA) in San Francisco County, California, rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of these Terms as a court would. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights or our Confidential Information. You agree that all claims will be resolved exclusively in San Francisco County, California, and you consent to personal jurisdiction there, and waive any claim of forum non-conveniens.

If your principal place of business is in Australia: Australian law applies to any claims arising out of or related to these Terms or the Actionstep Materials and we both agree to the exclusive jurisdiction of the courts of Australia for resolution of all such claims.

If your principal place of business is in the United Kingdom: the laws of England and Wales apply to any claims arising out of or related to these Terms or the Actionstep Materials and we both agree to the exclusive jurisdiction of the courts of England and Wales for resolution of all such claims.

If your principal place of business is in New Zealand, or any other jurisdiction besides the U.S.A., Australia or the U.K.: New Zealand law applies to any claims arising out of or related to these Terms or the Actionstep Materials and we both agree to the exclusive jurisdiction of the courts of New Zealand for resolution of all such claims.

ENDS