Jamf API License Agreement

JAMF SOFTWARE, LLC (“Jamf” OR “WE”) PROVIDES ACCESS TO THE JAMF APIS (AS DEFINED BELOW) SUBJECT TO THE TERMS OF THIS API LICENSE AGREEMENT (“AGREEMENT”). AS USED IN THIS AGREEMENT, “YOU” REFERS TO THE PERSON OR ENTITY USING THE JAMF APIS. YOU AND JAMF MAY BE REFERRED TO INDIVIDUALLY AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES.” YOU ACCEPT THE TERMS OF THIS AGREEMENT BY (I) ACCESSING OR USING THE JAMF APIS OR (II) CHECKING A BOX INDICATING YOUR ACCEPTANCE. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE JAMF APIS. JAMF RESERVES THE RIGHT TO UPDATE THIS AGREEMENT AT ANY TIME, IN ITS SOLE DISCRETION. YOUR CONTINUED USE OF THE JAMF APIS FOLLOWING THE EFFECTIVE DATE OF THE UPDATES WILL CONSTITUTE YOUR ACCEPTANCE OF THOSE UPDATES.

Overview. This Agreement sets forth the terms under which you may license and use the Jamf APIs, API Documentation and Jamf Application Data so that you can create or enhance an Application (all as defined below).
Definitions.

a) “API Key” means the security key Jamf makes available for you to access the API, if applicable.

b) “API Documentation” means the documentation for the Jamf APIs that Jamf makes available, including the Jamf APIs Style Guide, which is available at https://developer.jamf.com/developer-guide/docs/api-style-guide and other information found at https://developer.jamf.com/developer-guide/docs.

c) “Application” means the software application or other interface that you develop, own or operate to interact with the Jamf APIs.

d) “End Users” means the end users of your Application.

e) “Jamf APIs” means Jamf’s proprietary connectors used to connect third-party Applications to the Software at the application programming interface (API) level.

f) “Jamf Application Data” means all information stored in and retrieved from Jamf Software and Services via the Jamf APIs. Jamf Application Data does not include information that you obtain independent of Jamf and the Jamf APIs.

g) “Services” means those services that Jamf will provide to customers, and may include standard technical support services, hosted services and other optional services that a customer may purchase.

h) “Software” means Jamf’s proprietary software that Jamf makes available to its customers.
License.

a) Jamf APIs License Grant. Subject to the restrictions below, Jamf grants you a limited, non-exclusive, non-transferable, non- sublicensable, worldwide revocable right to access and use the Jamf APIs solely to develop, test, connect with and support your Application for the purpose of interacting with Jamf’s Software for the benefit of End Users.

b) Jamf Application Data and API Documentation License Grant. Jamf grants you a limited, non-exclusive, non-transferable, non-sublicensable, worldwide revocable right to access and use the Jamf Application Data and API Documentation solely with your Application.

c) Availability of Jamf APIs. We make no guarantees with respect to the availability or uptime of any Jamf Application Data or Jamf APIs. We may conduct maintenance on them and stop providing Jamf Application Data at any time with or without notice to you.

d) Collection and Use of Information. We may collect certain information through the Jamf APIs and use tools to track, compile and analyze data or information resulting from the use of Jamf APIs to access Jamf Application Data.
Updates, Modifications and Support.

a) Updates. As we continue to develop, we need the flexibility to make changes to the Jamf APIs, Jamf Application Data and/or API Documentation. We may do so at any time with or without notice to you. We may provide you updates to the Jamf APIs and any updates are subject to the terms of this Agreement. You acknowledge that we may require you to use the most recent version of the Jamf APIs. Updates may adversely affect how the Jamf APIs communicate with the Application. You are required to make any changes to the Applications that are required for integration due to an update at your sole cost and expense.

b) Support. You will report any errors or difficulties you find with the Jamf APIs to Jamf. Jamf is not obligated to provide any support for the Jamf APIs or correct any errors you report. We may determine, in our sole discretion, to assist you or make corrections. Any corrections we make will be considered part of the Jamf APIs. If you are a member of Jamf’s Solution Partner Program, Jam may provide you standard technical support services for the Jamf APIs as further described at https://www.jamf.com/resources/product-documentation/standard-technical-support-description/.
Use Restrictions. You will not use the Jamf API, Jamf Application Data or API Documentation for any purpose beyond the scope of the licenses and permissions granted in this Agreement. Specifically, you will not at any time, nor will you permit others to:

a) Copy, modify or create derivative works of the Jamf APIs, Jamf Application Data or Software;

b) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Jamf APIs or Jamf Application Data available;

c) Reverse engineer or otherwise attempt to derive source code, trade secrets or know-how of the Jamf APIs or Software;

d) Remove any proprietary notices from the Jamf APIs, Documentation or Jamf Application Data;

e) Use the Jamf APIs or Jamf Application Data in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or any other right of any third party;

f) Combine the Jamf APIs with any software, technology, services or materials not authorized by us;

g) Design or permit the Application to disable, override or otherwise interfere with any Jamf-implemented communications to end users, consent screens, user settings, alerts or the like;

h) Use the Jamf APIs in any Application to replicate or attempt to replace the user experience of Jamf’s Software for the benefit of third parties (your internal use of the Jamf APIs in the manner described in Section 5 h) is not prohibited) or;

i) Use the Jamf Application Data on a stand-alone basis, for instance, including it in an Application that does not provide other material content or functionality, unless approved by Jamf in a separate writing; or

j) Attempt to cloak or conceal your identity or the identity of the Application when requesting authorization to use the Jamf APIs.
Your Responsibilities.

a) Use the Jamf APIs and Jamf Application Data in accordance with API Documentation and this Agreement.

b) You are responsible for all uses of the Jamf APIs resulting from access you provide, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. You will take reasonable efforts to make all of Application End Users aware of this Agreement's provisions as applicable to their use of the Jamf APIs and will cause End Users to comply with those provisions.

c) You will implement reasonable safeguards to prevent unauthorized access to or unauthorized use of the Jamf APIs or your log-in credentials. If you access the Jamf APIs with an API Key, you may not share the API Key with any third party and you must keep the API Key secure. In addition, you must keep other log-in information secure and not share your credentials with any third party. You are solely responsible for all activities conducted under your account(s). We may revoke the API Key at any time.

d) You are solely responsible for the Application.

e) You agree that the nature and quality of your Application associated with the Jamf APIs will conform to the standards set by Jamf from time to time.

f) End Users. If you offer the Application for use by others outside of your organization, you will enter into a valid and binding license agreement with all End Users of your Application that contain provisions that contain the same restrictions on the use of the Jamf Application Data as those contained in this Agreement. You will also maintain an easily accessible privacy policy for your Application and the privacy policy must comply with applicable law and accurately describe the collection, use, storage and sharing of data. You will monitor the use of the Application for any activity that violates applicable laws or this Agreement, including any fraudulent, inappropriate or potentially harmful behavior, and promptly restrict any offending End Users of the Application from further use of it.
Fees. You will pay any applicable fees set forth in a Jamf quote or order form, or if no such form is entered into, you may access the Jamf APIs at no charge. Any fees under this Agreement are non-refundable and payable within 30 days of the date of our invoice. We may disable your access to the Jamf APIs if you fail to pay amounts when due.
Ownership and Feedback.

a) As between the Parties, Jamf and its licensors own all rights, title and interest, including all intellectual property rights, in and to the Jamf APIs, Jamf Application Data, API Documentation and Software and you own all rights, title and interest, including all intellectual property rights, in and to the Application.

b) You may provide suggestions, recommendations or feedback about the Jamf APIs, API Documentation or Jamf Application Data (“Feedback”) to Jamf. If you provide us Feedback, we will treat it as non-confidential. We may use Feedback without restriction and you grant Jamf an unlimited, irrevocable, perpetual, transferable, sublicensable, royalty-free license to use the Feedback for any purpose without providing you any compensation.
Trademark Use. Both Jamf and you will have the right during the term of this Agreement to use the other Party’s logos, trade names, service marks and trademarks (“Trademarks”) solely for the limited purposes set forth in this Section 9. You may use Jamf’s Trademarks solely in connection with your promotion and distribution of your Application only. Jamf may use your Trademarks solely in connection with the promotion of your use of the Jamf APIs. Both Parties use of the other Party’s Trademarks must be in accordance with the other Party's then-current usage guidelines. Each Party acknowledges and agrees that the other Party owns its respective Trademarks and that all goodwill derived from the use of such Party’s Trademarks inures solely to the benefit of the Party that owns the Trademark. Each Party hereby assigns to the other Party all goodwill that may inure to it in connection with this Agreement or from its use of the other Party's Trademarks hereunder. In no event will a Party contest or aid in contesting the validity or ownership of any of the other Party’s Trademarks or take any action in derogation of the other Party's rights therein, including, applying to register any trademark, trade name, service mark or other designation that is confusingly similar to any Trademark of the other Party.
Disclaimers. WE PROVIDE THE JAMF APIS “AS IS” AND MAKE NO WARRANTIES REGARDING THE JAMF APIS, JAMF APPLICATION DATA OR API DOCUMENTATION. NO ORAL INFORMATION OR ADVICE GIVEN BY US WILL CREATE A WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT AGAINST ALL INTERFERENCE WITH YOUR ENJOYMENT OF THE JAMF APIS, JAMF APPLICATION DATA OR API DOCUMENTATION, THAT THE FUNCTIONS CONTAINED IN THE JAMF APIS WILL MEET YOUR REQUIREMENTS, THAT THE JAMF APIS, JAMF APPLICATION DATA OR API DOCUMENTATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT WE WILL CORRECT ALL DEFECTS IN THEM. JAMF MAKES NO GUARANTEES WITH RESPECT TO THE AVAILABILITY OR UPTIME OF ANY JAMF APPLICATION DATA. JAMF MAY CONDUCT MAINTENANCE ON OR STOP PROVIDING ANY OF THE JAMF APPLICATION DATA AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. JAMF MAY CHANGE THE METHOD OF ACCESS TO THE JAMF APPLICATION DATA AT ANY TIME.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL JAMF BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER UNDER THIS AGREEMENT UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, IN NO EVENT WILL JAMF’S TOTAL LIABILITY TO YOU FOR DAMAGES UNDER THIS AGREEMENT EXCEED $500.00.
Indemnification. You will defend us against any claim that arises from or relates to (i) your use of the Jamf APIs or Jamf Application Data and (ii) your Applications, including that your Application infringes or misappropriates a third party’s intellectual property rights, and you will indemnify and hold us harmless from and against any fines, damages and costs incurred (including reasonable attorney’s fees) (collectively, “Claims”) awarded against us by a court of competent jurisdiction or agreed to by us in a settlement resulting from such claims. We will provide you with prompt with written notice of any Claim within a reasonable time after learning of it (provided that any delay in us giving you notice will relieve you of your indemnification obligations if you are prejudiced by the delay). We will reasonably cooperate (at your expense) if you ask us for assistance with the defense and settlement of a Claim. You will not agree to any settlement that imposes any obligation on us without first obtaining our prior written consent.
Term and Termination.

a) Term. The term of this Agreement will begin on the date on which you first access or use the Jamf APIs or you click a box indicating your acceptance of this Agreement. It will continue until terminated in accordance with this Section 13.

b) Termination. Jamf reserve the right to terminate this Agreement or suspend your access to the Jamf APIs and Jamf Application Data at any time and with no liability to you, for any or no reason, with or without notice to you.

c) Effect of Termination. Any termination of this Agreement will also immediately terminate the licenses Jamf granted to you under it. Upon termination, you must immediately cease use of the Jamf APIs and promptly remove all calls to the Jamf APIs from all web page, scripts, widgets, applications and other software in your control and you must destroy all copies of Jamf APIs and Jamf Application Data within 10 calendar days of termination. Upon Jamf’s written request, you will provide written proof of destruction.
Compliance with Laws.

a. General. Each Party will comply with all laws applicable to the actions contemplated by this Agreement.

b. Export Regulations. The Jamf APIs, Jamf Application Data, and other technology Jamf makes available and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents it will comply with all applicable export laws and that it is not named on any United States government denied-party list nor is a Party owned by entities or individuals named to any United States government denied party list. Partner agrees that it shall not access or use the Jamf APIs, Jamf Application Data or API Documentation in any United States embargoed country or in breach of United States export laws or regulations.
Confidential Information.

a) Confidential Information. In connection with the performance of the Parties’ obligations under this Agreement, either Party may provide information it considers proprietary or confidential to the other Party. “Confidential Information” includes all information relating to a Party’s business that has value to a Party and is not generally known to the public, including non-public material information as those terms are understood under the securities laws of the United States, and that (i) is marked as confidential or with a similar restrictive legend, (ii) is expressly advised by the disclosing Party to be confidential through some contemporaneous written means, or (iii) which the receiving Party would reasonably construe to be confidential information under the circumstances. The Jamf APIs are the Confidential Information of Jamf.

b) Exclusions. Confidential Information excludes information that (i) lawfully is or becomes part of the public domain through no act or omission of the receiving Party, (ii) comes into a Party’s lawful possession without restriction on disclosure or (iii) is independently created by a Party without use of or reliance on the other Party’s Confidential Information.

c) Obligations. Each Party agrees that it will protect the other Party’s Confidential Information by using the same degree of care it uses to protect its own Confidential Information (but no less than a reasonable degree of care) and that it will only use the other Party’s Confidential Information for the purposes permitted by this Agreement. Neither Party will use Confidential Information or divulge it to a third party, except as allowed or required to perform a Party’s obligations under this Agreement and only if that third party is bound by a written non-disclosure agreement that contains restrictions at least as protective as those set forth in this Section 15, and the receiving Party remains liable to the disclosing Party for violations of this Agreement by such third parties.

d) Return of Confidential Information and Survival. Upon the disclosing Party’s written request at termination of this Agreement or at any other time during the term, the receiving Party will, at the disclosing Party's discretion, either (i) return or (ii) destroy any materials or copies of disclosing Party's Confidential Information. The Parties’ confidentiality obligations under this Section 15 shall continue for three (3) years from the termination (for any reason) of this Agreement, except with respect to trade secrets for which the obligations shall continue so long as the Confidential Information legally remains a trade secret.
Choice of Law, Jurisdiction and Venue.

a) This Agreement is governed by the laws of the State of Minnesota in the United States of America, without regard to its conflict of laws provisions.

b) If you are located in the United States, the sole and exclusive jurisdiction and venue for actions arising under this Agreement will be the federal and state courts located in Minneapolis, Minnesota. The Parties waive any argument that such courts are inconvenient or otherwise inappropriate to resolve such conflicts.

c) If you are located outside of the United States of America, any dispute shall be submitted to binding arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”) then in effect in New York, New York in the United States of America. Arbitration will be conducted in the English language. The Parties will choose a single commercial arbitrator with substantial experience in software licensing and contract disputes. If the Parties are unable to choose an arbitrator within ten (10) days after an arbitration request, then a single arbitrator will be selected in accordance with the ICC Rules. The arbitrator will have the authority to grant specific performance and to allocate between the Parties the costs and expenses of arbitration in such equitable manner as the arbitrator may determine. Application may be made to a court having jurisdiction for acceptance, entry and/or an order for enforcement of the arbitrator’s award.

d) We may institute an action in a court of proper jurisdiction for injunctive relief at any time.
United States Government Users. The Jamf APIs are each a “Commercial Item” as that term is defined at 48 C.F.R. §2.101 and Jamf licenses them and provides them to U.S. government users as “Commercial Computer Software” and “Commercial Computer Software Documentation” as those terms are defined at 48 C.F.R. §27.405-3 and 27.404-2(d). If you are an agency of the U.S. government, you receive only those rights in the Software and Documentation that are granted to all other users in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to Department of Defense users and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other U.S. government users and their contractors. If a U.S. government user seeks greater rights than those granted under this Agreement, then those rights will have to be expressly negotiated and agreed to in writing by the Parties as set forth in the Agreement.
General Provisions.

a) Entire Agreement. This Agreement constitute the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings regarding that subject matter, whether written or oral.

b) Amendments. As our business changes, we may modify this Agreement. You can review the most recent version of this Agreement at any time by visiting https://developer.jamf.com/developer-guide/docs/api-license-agreement. The updated Agreement will become effective upon posting the updated Agreement. If you access or use the Jamf APIs after the effective date, that access and use will constitute your acceptance of the revised terms.

c) Waiver. Either Party’s waiver of a breach of any provision of this Agreement will not operate as or be construed as a waiver of any further or subsequent breach.

d) Survival. Provisions of this Agreement which by their nature are to be performed or enforced following any termination of this Agreement will survive termination.

e) Independence. The Parties are independent from each other. This Agreement does not create a partnership, an agency, employment, fiduciary or joint venture relationship between us for any purpose and neither Party may make commitments on the other’s behalf.

f) Assignment. Jamf may assign this Agreement to an affiliate or in connection with a merger or the sale of substantially all of Jamf’s assets.

g) Reservation of Rights. Jamf reserves all rights not expressly granted to you under this Agreement.

h) Competitive or Similar Products. Nothing in this Agreement will preclude Jamf from using, discussing, reviewing, developing, acquiring, licensing, marketing, and distributing products, software or services that are similar to or competitive with your Application or other products or services you provide.

i) Notice. Any notice by Jamf to you under this Agreement will be provided by email to the email address associated with your account or by posting notice on Jamf’s website. All notices to Jamf required or permitted under this Agreement will be in writing and sent to our legal department at 100 S. Washington Ave., Suite 1100, Minneapolis, MN 55401, with a copy sent by email to [email protected].

j) Binding Effect. This Agreement is binding on and inures to the benefit of the Parties, their successors and permitted assigns.

k) Unenforceability and Severability. If any part of this Agreement is for any reason held to be unenforceable, the rest of the Agreement remains fully enforceable.

l) Translations. If this Agreement is translated into languages other than English, only the English version will control.

m) Headings. The headings are for convenience only and do not affect the interpretation of this Agreement.

BY ACCESSING AND USING THE JAMF APIS OR CLICKING TO ACCEPT THIS AGREEMENT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE JAMF APIS. YOUR USE OF THE APIS INDICATES YOUR ACCEPTANCE OF THESE TERMS. WE MAY UPDATE THE AGREEMENT IN OUR DISCRETION FROM TIME TO TIME AND WE WILL POST NOTICE OF ANY CHANGES ON THIS PAGE. YOU WILL BE BOUND BY ANY UPDATED VERSIONS AFTER THE EFFECTIVE DATE POSTED.