Please read this Developer Agreement (“Agreement”) carefully before utilizing or accessing PandaDoc Inc.’s, including its affiliates’ (collectively, “PandaDoc”) PandaDoc API, access tokens, app keys, HTML scripts, sample source code and other development materials and technology that PandaDoc makes available through its websites, including the Developer Center (collectively, “Developer Tools”).

BY CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT OR BY ACCESSING OR USING THE DEVELOPER TOOLS, YOU (THE INDIVIDUAL OR ENTITY ON WHOSE BEHALF YOU ACCEPT, ACCESS, OR USE, COLLECTIVELY “DEVELOPER”) AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT. SUCH ACCEPTANCE, ACCESS, OR USE HAS THE SAME EFFECT AS IF YOU HAD MANUALLY SIGNED THIS AGREEMENT. THIS AGREEMENT IS EFFECTIVE AS OF THE EARLIER OF (1) YOUR ACCEPTANCE, OR (2) YOUR ACCESS OR USE OF THE DEVELOPER TOOLS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE DEVELOPER TOOLS. ANY INDIVIDUAL AGREEING TO BE BOUND BY THIS AGREEMENT ON BEHALF OF AN ENTITY REPRESENTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS CONTAINED HEREIN. 

DEVELOPER SHALL NOT ACCESS OR USE THE DEVELOPER TOOLS WITHOUT PRIOR WRITTEN CONSENT OF PANDADOC IF DEVELOPER IS OR BECOMES A DIRECT COMPETITOR TO PANDADOC OR ITS AFFILIATES.

IF DEVELOPER REQUIRES RIGHTS BEYOND THOSE CONTEMPLATED HEREIN, PLEASE CONTACT PANDADOC TO LEARN ABOUT OUR OTHER PROGRAMS.

1.       Developer Program. The program offered by PandaDoc to Developer under this Agreement provides access to certain PandaDoc Properties in order to create a Developer Application which may be utilized by End Users (the “Program”). Participation in the Program requires an account with PandaDoc for its online Services. Developer agrees to provide accurate, up-to-date information as required by PandaDoc during the term of this Agreement.

2.       Developer Application.

2.1      Right and License to Develop.  Subject to the terms and conditions of this Agreement, PandaDoc hereby grants Developer a limited, non-exclusive, non-sublicensable right and license for the term of this Agreement to use the PandaDoc Properties in connection with creating a Developer Application. Developer may permit Developer’s employees, contractors and representatives to exercise Developer’s use right and license on Developer’s behalf, provided that Developer remains responsible and liable for such third parties’ compliance with this Agreement.

2.2      Restrictions. Developer’s access to and use of the PandaDoc Properties is subject to the applicable restrictions in its Subscription Agreement, PandaDoc’s Acceptable Use Policy (the “AUP“, as available on the Site), and any other agreement between the Parties, including any applicable addendums to this Agreement. Developer shall access and use the PandaDoc Properties in compliance with this Agreement and applicable laws and regulations, and shall promptly notify PandaDoc of any known unauthorized access or use.

2.3      Requirements.

       2.3.1   End User Notification. Developer must provide clear and accurate information to End Users regarding the use of the Developer Application and any processing of End User Content, including personal data. At a minimum, such notice must include:

          (a) a statement that use of the Developer Application requires End Users to maintain access to the applicable Service, which must be purchased separately from PandaDoc, and the Developer Application can only be used in conjunction with such Service;

          (b) a product description of the Developer Application;

          (c) any disclosures, including a link to Developer’s privacy notice, required for Developer to obtain End User consent or authorization to process End User Content;

          (d) a disclaimer that PandaDoc has no obligation to provide maintenance or support for the Developer Application to Developer or End Users or to fix any errors or defects in the Developer Application, and that Developer is solely responsible for the quality and support of the Developer Application;

          (e) an affirmative statement that PandaDoc Properties are and remain the property of PandaDoc.

       2.3.2   Prohibited Actions. The Developer Application may not and may not attempt to do any of the following:

          (a) violate, or encourage or facilitate the violation of, this Agreement, the AUP, or any branding guidelines PandaDoc makes available to Developer;

          (b) frame, distribute, resell, or permit access to the PandaDoc Properties by any third party (except in connection with the Developer Application and in accordance with the obligations set forth in this Agreement);

          (c) use the PandaDoc Properties other than in accordance with the written instructions or Documentation PandaDoc provides, including by circumventing or attempting to circumvent the ordinary use or operations of PandaDoc Properties;

          (d) use the PandaDoc Properties in violation of any applicable laws;

          (e) interfere with or disrupt any End Users’ access to the PandaDoc Properties;

          (f)  reverse engineer or attempt to gain unauthorized access to PandaDoc Properties; 

          (g) use PandaDoc Properties to submit or distribute any malware or any undisclosed feature designed to delete, disable, or otherwise harm any software, data, device, or system; 

          (h) request, obtain, or store any End User’s login credentials for a Service in connection with the use of the Developer Application;

          (i)   interfere with or disrupt PandaDoc’s pricing structure of the Services or ability to provide services or support to Customers;

          (j)   allow or facilitate access to the Services in excess of an End User’s authorized or normally intended use; or

          (k)use the PandaDoc Properties to develop an application(s) that would compete with PandaDoc in any way.

2.4      Representations and Warranties. Developer represents and warrants that the Developer Application (a) complies with all applicable laws, rules, regulations, or orders, including those relating to data privacy and the processing of End User Content and (b) meets industry standard security measures and controls to protect End User Content.

2.5      Suspension and Audit. PandaDoc may suspend or revoke Developer’s access to the PandaDoc Properties at any time if PandaDoc reasonably believes, in its sole discretion, that the Developer Application violates this Agreement or is harmful to PandaDoc, End Users, or the Program or is using the PandaDoc Properties in violation of the AUP. PandaDoc reserves the right to audit the Developer Application to ensure compliance with this Agreement and Developer agrees to cooperate with any such audit and provide information as requested by PandaDoc.

3.       Fees.

3.1      Developer Tools. Access to and use of the Developer Tools under this Agreement are provided to Developer pursuant to this Agreement, the Subscription Agreement and any relevant Orders. PandaDoc reserves the right to charge an additional fee for use of the Developer Tools or establish a revenue sharing model under express and separate written agreement by the Parties.

3.2     Developer Application. Developer may charge End Users fees to use the Developer Application provided that, except under express and separate written agreement by the Parties, Developer shall not commercially sell, rent, lease, sublicense, redistribute, or syndicate use of PandaDoc Properties.

4.         Intellectual Property.

4.1      PandaDoc. Notwithstanding any other provision in this Agreement, all right, title, and interest in and to the PandaDoc Properties is owned by PandaDoc. Except as expressly set forth in this Agreement, PandaDoc does not convey any rights to Developer or any End User. The PandaDoc Properties, including the PandaDoc API, may be updated and modified by PandaDoc from time to time.  PandaDoc will use reasonable efforts to notify Developer via email or within the Services of major changes, but Developer is solely responsible for the ongoing compatibility of the Developer Application with the PandaDoc Properties.

4.2      Developer. Developer retains all its right, title, and interest in and to Developer’s Trademarks and the Developer Application, excluding any PandaDoc Properties that may be contained or used therein.

4.3      Trademark License. For the term of this Agreement:

     4.3.1   To PandaDoc. Developer hereby grants PandaDoc a revocable, limited, non-exclusive, non-sublicensable license to use Developer’s Trademarks and other materials provided by Developer to PandaDoc to identify Developer as a member of the Program and to promote the Developer Application or as otherwise set forth in this Agreement. PandaDoc acknowledges that, except for this limited license, Developer retains all right, title and interest in such Trademarks and materials.

     4.3.2   To Developer. To the extent Developer’s use of the PandaDoc Properties causes a PandaDoc Trademark to appear within or in connection with Developer Application, PandaDoc grants to Developer, until the expiration or termination of this Agreement, a revocable, limited, non-exclusive, non-sublicensable license to display PandaDoc Trademarks solely as they appear when Developer uses the PandaDoc Properties in connection with the Developer Application. Any goodwill derived from such use of PandaDoc Properties shall inure solely to PandaDoc’s benefit. This license is subject to Developer’s compliance with any branding guidelines provided to Developer by PandaDoc or as may be posted on PandaDoc’s Site.

4.4      Prohibited Actions. Developer will not at any time (a) contest or aid in contesting the validity or ownership of the PandaDoc Properties, or take any action in derogation of PandaDoc’s rights therein, (b) adopt or register PandaDoc Trademarks or other intellectual property or proprietary rights in any jurisdiction in a manner that may cause a likelihood of confusion as to the source or ownership of the Developer Application and the PandaDoc Properties, (c) remove or obscure any PandaDoc Properties or other intellectual property notices, or (d) state or imply that PandaDoc endorses Developer’s company, product or the Developer Application, except as otherwise permitted under this Agreement.

4.5      PandaDoc Development. Developer acknowledges and agrees that PandaDoc may currently or in the future develop information and materials internally, or receive information and materials from other parties, that are similar to and/or competitive with the Developer Application, and nothing in this Agreement will be construed as a representation or agreement that PandaDoc will not distribute, market, promote, or develop independently or have developed applications, services, products, concepts, systems, or techniques that are similar to and/or compete with the applications, services, products, concepts, systems, or techniques contemplated by or embodied in any Developer Application.

5.         Data Use and Security.

5.1      Usage Data. By participating in the Program, PandaDoc may make certain information available to End Users to connect with or contact Developer with questions regarding access to or use of, the Developer Application. PandaDoc will use any such information in accordance with the PandaDoc Privacy Notice (available on PandaDoc’s Site) PandaDoc may track or analyze End Users’ access to or use of the Developer Application and Developer’s access to or use of the PandaDoc Properties, and may collect usage, statistical, or technical information regarding such access and use for any business reason or purpose (including diagnostic or marketing).

5.2      End User Content. Developer will (a) access, use, transfer, disclose, or otherwise process End User Content through the Developer Application only as authorized by the End User and in accordance with Developer’s terms with the End User for use of the Developer Application and (b) not modify End User Content in a manner that adversely affects the integrity of End User Content. PandaDoc shall not be liable for, or have any responsibility in connection with, End User Content processed by Developer or the Developer Application, and such processing with regard to End User Content is in no way by or on behalf of PandaDoc.

5.3      Security Incidents. Developer will immediately notify PandaDoc of any Security Incident. Developer will provide PandaDoc with information available to Developer resulting from its investigation, mitigation and remediation efforts, including any potential impact or effect on the PandaDoc Properties or End Users, the nature of the incident, specific information disclosed (if known), and will provide further information and assistance related to the Security Incident as may be requested by PandaDoc. Developer will be solely responsible, at its own expense, for investigation, mitigation and remediation and its notifications to End Users and regulatory authorities in accordance with applicable laws and industry standards, provided that Developer must obtain PandaDoc’s approval for any breach notifications to End Users that refer directly or indirectly to PandaDoc.

6.         Confidentiality. Developer agrees not to disclose, duplicate, publish, release, transfer or otherwise make available PandaDoc Confidential Information in any form to, or for the use or benefit of, any person or entity without PandaDoc’s prior written consent. “Confidential Information” means all non-public, proprietary business, technical, legal, or financial information disclosed to or learned by Developer in connection with the business relationship between the Parties which PandaDoc has identified as confidential at the time of disclosure or, based on the nature of the information or circumstances surrounding disclosure, that would reasonably be understood to be confidential. Without limiting the foregoing, PandaDoc Properties, as well as any content, in-development features and other information disclosed to Developer on or in the PandaDoc environment site, are PandaDoc’s Confidential Information. Confidential Information does not include (a) information that was generally known to the public at the time of disclosure, (b) information that becomes generally known to the public (other than through a breach of this Section 6) after disclosure, (c) information that was in Developer’s possession free of any obligation of confidentiality prior to disclosure by PandaDoc, (d) information that is rightfully received by Developer from a third party without any restriction on disclosure, or (e) information that was independently developed by Developer without reference to or use of PandaDoc’s Confidential Information.

7.         Disclaimer.

THE PANDADOC PROPERTIES AND PANDADOC CONFIDENTIAL INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PANDADOC MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PANDADOC PROPERTIES OR ANY DATA OR CONTENT MADE AVAILABLE THROUGH THE PANDADOC PROPERTIES, AND PANDADOC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR RESULTS TO BE OBTAINED.  PANDADOC DOES NOT WARRANT THAT THE PANDADOC PROPERTIES WILL BE ERROR-FREE, OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME, OR BE SECURE OR PRIVATE.

PANDADOC MAY UPDATE OR MODIFY THE PANDADOC PROPERTIES AT ANY TIME, AND THE DEVELOPER APPLICATION MAY CEASE TO INTERACT PROPERLY (OR AT ALL) WITH THE SERVICES AS A RESULT OF SUCH MODIFICATION. PANDADOC HAS NO LIABILITY TO DEVELOPER OR TO END USERS IN CONNECTION WITH ANY SUCH MODIFICATION OR TERMINATION.

8.         Indemnification. Developer agrees to indemnify and hold harmless PandaDoc and its corporate affiliates, directors, officers, employees, successors, assigns and agents from and against any claim, action, proceeding or cause of action, including but not limited to those brought by End Users, and all resulting loss, damages, settlement, penalty, cost, expense or liability (including but not limited to reasonable attorney fees and expenses), arising out of or related to the Developer Application or Developer’s breach of this Agreement or violation of any law or regulation or the rights of any third party.

9.        LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED BY LAW, PANDADOC WILL NOT BE LIABLE FOR ANY LOST PROFITS, GOODWILL, OR REVENUES OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE, WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY, ARISING UNDER THIS AGREEMENT, EVEN IF A PARTY HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. PANDADOC’S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

10.         Term and Termination.

10.1     Term. This Agreement will remain in effect until terminated by either Party by written notice to the other Party. Developer acknowledges that PandaDoc will have no liability to Developer in connection with the termination of this Agreement or the revocation of Developer’s access to PandaDoc Properties. Upon termination of this Agreement for any reason all rights and obligations of the Parties hereunder will cease (except as set forth in Section 10.2 (Survival)).

10.2     Survival. The following sections, and any section required to give effect to such sections, will survive termination or expiration of this Agreement: 2.2, 2.5, 4, 5, 6, 7, 8, 9, 10.2, and, to the extent necessary to effectuate the foregoing, 11 (General). Notwithstanding any provision of a surviving section, Developer will have no further right to use the PandaDoc Properties or distribute the Developer Application upon termination of this Agreement.

11.       General.

11.1        Independent Parties. The Parties are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties. Neither Party has any right or authority to assume or create any obligation of any kind, expressed or implied, in the name of or on behalf of the other Party. Without limiting the generality of the foregoing, Developer is not authorized to bind PandaDoc to any liability or obligation or to represent that Developer has any such authority. Developer must not make any representations, warranties or commitments binding PandaDoc without PandaDoc’s prior written consent.

11.2        Export Controls.  Developer is responsible for complying with U.S. export controls and economic sanctions, including the Export Administration Regulations (EAR) and the regulations administered by the Treasury Department’s Office of Foreign Assets Control (OFAC), any applicable import laws, regulations and requirements of the country of importation, and all other applicable laws, regulations and requirements which may apply to downloads of software. Developer is responsible for any violation of those laws, regulations and requirements.

11.3        Notices. All notices permitted or required under this Agreement may be given via email. Notices from Developer to PandaDoc will be sent tolegal@pandadoc.com. Notices from PandaDoc to Developer will be sent to the billing contact name and email address that PandaDoc has on file for the Developer’s Company account.

11.4        Assignment. PandaDoc may assign this Agreement to its affiliates or in connection with a merger or similar transaction or to a company acquiring substantially all of its assets, equity, or business, without any requirement to obtain permission for such assignment. Developer may not assign, delegate, subcontract or otherwise transfer, directly or by operation of law, any of the rights or obligations of this Agreement, or any part or all of this Agreement without the prior written consent of PandaDoc.

11.5        Force Majeure. Neither Party is liable for delay or default under this Agreement if caused by conditions beyond its reasonable control, provided that the Party suffering from any such conditions shall use reasonable efforts to mitigate against the effects of such conditions.

11.6        Amendment; Waiver. Unless otherwise expressly stated herein, this Agreement may be modified only by a written amendment or agreement executed by an authorized representative of each Party.  The waiver of any breach of any provision of this Agreement will be effective only if in writing, and no such waiver will operate or be construed as a waiver of any subsequent breach.

11.7        Enforceability. If any provision of this Agreement is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not permitted by law), and the rest of this Agreement is to remain in effect as written. Notwithstanding the foregoing, if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this Agreement, the entire Agreement will be considered null and void.

11.8        Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts of law rules, and each Party hereby consents to exclusive jurisdiction and venue in the state and federal courts located in the State of Delaware for any dispute arising out of this Agreement.

11.9        Entire Agreement.   This Agreement represents the entire agreement between PandaDoc and Developer with respect to the Developer Application and supersedes all prior or contemporaneous oral or written agreements, representations and negotiations with respect to such subject matter.

11.10        Revisions. PandaDoc reserves the right to modify this Agreement by posting a revised version on PandaDoc’s Site. Revisions will be effective fifteen (15) days after posting. If, in PandaDoc’s sole discretion, a revision is material, PandaDoc will notify Developer pursuant to Section 11.3 (Notices) above. Continued use of the PandaDoc Properties after the effective date of a revision will constitute Developer’s acceptance of the modified Agreement. If Developer does not agree to a revision, Developer may terminate this Agreement by providing written notice to PandaDoc.

12.          Definitions.

“Customer” means an individual or entity authorized to access and use the Services under a Subscription Agreement.

“Developer Application” means an integration, connector, add-on solution, website or software application created by or on behalf of Developer that extends to or integrates with the Services, accesses or calls the PandaDoc API, or otherwise uses or interacts with the PandaDoc Properties.

“Documentation” means documentation provided by PandaDoc on its websites or posted publicly by PandaDoc that is uniformly available and applicable to all PandaDoc customers and developers and relates to the operation and use of the PandaDoc Properties, including user manuals, operating instructions, help articles, and release notes, each as updated by PandaDoc from time to time.

“End User Content” means any data, file attachments, text, images, reports, personal information, or other content that is uploaded or submitted to or transferred from the Developer Application by End Users and is processed by Developer on behalf of End Users.

“End Users” means all PandaDoc Customers and their Users.

“Parties” or “Party” means Developer and/or PandaDoc, as applicable.

“Security Incident” means any potential or confirmed breach of security resulting in the accidental, unauthorized, or unlawful destruction, loss, alteration, access, or disclosure of PandaDoc Confidential Information or End User Content.

“Services” means the online services and applications provided or controlled by PandaDoc.

“PandaDoc API” means an application programming interface or other similar development tool which establishes an interface with an online Service.

“PandaDoc Properties” means the Services and the Developer Tools, and all PandaDoc technology, software, data, methodologies, improvements, Trademarks and Documentation used to provide or made available in connection with and all intellectual property and proprietary rights in and to the foregoing.

“Site” means PandaDoc’s website at www.pandadoc.com and any website linked from such website that is owned or controlled by PandaDoc, including without limitation, developers.pandadoc.com.

“Subscription Agreement” means the applicable agreement(s) with PandaDoc governing access to and use of the Services.

“Trademarks” means any word, phrase, design, symbol, domains, logo or a combination thereof that identifies a Party’s goods or services. 

“User” means any individual permitted or invited by a Customer or another User to access and use the Services available to a Customer under a Subscription Agreement.