This Developer Agreement (the “Agreement”) is made between Smartsheet Inc. (“Smartsheet”) and the undersigned and, if acting on behalf of a company, the undersigned’s company (collectively, “Developer”), and governs Developer’s use of the Smartsheet application programming interface (“Smartsheet API”), access tokens, app keys, HTML scripts, sample source code, documentation, and other materials and technology that Smartsheet makes available to Developer in connection with the Smartsheet API (collectively, “Smartsheet Properties”) as a participant in Smartsheet’s developer program for third-party applications (the “Program”). Capitalized terms not defined in this Agreement shall have the meanings set forth in the Smartsheet User Agreement or, if applicable, Developer’s negotiated agreement (the “Subscription Agreement”) for Smartsheet’s internet-delivered work collaboration platform (the “Subscription Service”).
1. Program Registration and Acceptance of Program Terms. Participation in the Program requires registration and is subject to Smartsheet’s approval. Developer agrees to provide accurate, up-to-date information as required by Smartsheet during the registration process and during the Term of this Agreement. By registering for and participating in the Program, Developer agrees to this Agreement, as well as the Subscription Agreement, Acceptable Use Policy (“AUP”), Branding Guidelines, and any other applicable policies incorporated into this Agreement. Developer represents and warrants that Developer (i) has read the Agreement, understands it, and agrees to be bound by it; and (ii) has the necessary authority to enter into this Agreement, and if applicable, on behalf of the Developer’s company.
2. Account Credentials. Participation in the Program requires an account with Smartsheet for the Subscription Service. The Subscription Agreement governs Developer’s use of the Smartsheet Properties under the Program except that, notwithstanding any provision to the contrary in the Subscription Agreement, Developer may distribute or make available the Developed Application (as defined in Section 3) to third parties during the Term of this Agreement, provided that such Developed Application complies with this Agreement. Developer is responsible for all activity that occurs under Developer’s account for the Subscription Service and login credentials for the Program. If Developer becomes aware of any unauthorized access to the Smartsheet Properties and/or Subscription Service, Developer agrees to promptly notify Smartsheet.
3. Developed Applications. A “Developer Application” is a website or software application created or developed by Developer that accesses or calls the Smartsheet API or otherwise uses the Smartsheet Properties. The Developed Application shall be made available to Smartsheet and Smartsheet’s Customers and Customer Users (collectively, “End Users”) on the terms and conditions established by and in the sole discretion of Smartsheet. Smartsheet may revoke Developer’s access to the Smartsheet Properties at any time if Smartsheet reasonably believes, in its sole discretion, that the Developed Application violates this Agreement or is harmful to Smartsheet, End Users, or the Program. Subject to all the terms and conditions of this Agreement, Smartsheet hereby grants Developer a revocable, limited, non-exclusive, non-sublicensable license, during the term of this Agreement, to: (a) incorporate the Smartsheet API within an approved Developed Application in order to access functionality of the Subscription Service, and (b) make the Developed Application available to End Users.
4. Prohibited Actions. Developer’s participation in the Program may not, and may not attempt to, do any of the following:
- “Frame,” distribute, resell, or permit access to the Subscription Service or Smartsheet Properties by any third party (except through Developed Applications that comply with this Agreement);
- Use the Smartsheet Properties other than in accordance with the written instructions or documentation Smartsheet provides;
- Use the Smartsheet Properties in violation of any applicable federal, state, and local laws;
- Interfere with or disrupt any other user’s access to the Subscription Service;
- Reverse engineer, attempt to gain unauthorized access to the Subscription Service or Smartsheet Properties; or
- Use the Smartsheet Properties to submit or distribute any malware (or any undisclosed feature designed to delete, disable, or otherwise harm any software, data, device, or system) to the Subscription Service or to End Users of Developed Applications.
5. Requirements for Developed Application. Developed Applications must comply with the requirements set forth in Section 4 and this Section 5. If Developer has any doubts whether its Developed Application complies, Developer may contact Smartsheet via email at [email protected] with questions at any time.
- 5.1 End User Notification. Developer must provide clear and accurate information to End Users regarding the use of the Developed Application. The notice should include the following:
- Use of the Developed Application requires End Users to maintain a Subscription Service account;
- A description of the Developed Application’s purpose;
- Any necessary disclosures to obtain End Users’ consent for Developer to collect and store End User data;
- An agreement by End User to be bound by the Smartsheet AUP, a current version of which can be found at www.smartsheet.com/legal/acceptable-use-policy; and
- A link to the Smartsheet Report Abuse form (which can be found at https://www.smartsheet.com/legal/abuse), for End Users to report any suspected abuse.
- 5.2 Passwords and Logins. Developer will not request, obtain, or store any End User’s login credentials for the Subscription Service in connection with the use of the Developed Application. Developer will not use proxies or similar functionality to automate logins to the Subscription Service in connection with the use of the Developed Application.
6. Modifications to Smartsheet Properties. The Smartsheet API and Smartsheet Properties are continually updated and modified. Smartsheet will use reasonable efforts to notify Developer via email of major changes, but Developer is solely responsible for the ongoing compatibility of the Developed Application with the Smartsheet API and Smartsheet Properties.
7. API Use Limits. Smartsheet may, from time to time, impose a limit on the usage of the Smartsheet API. Smartsheet reserves the right to temporarily, and/or permanently, disable Developer’s account for excessive usage, as determined by Smartsheet in its sole discretion.
8. Fees. The Smartsheet Properties are provided to Developer at no charge as part of the Program. Smartsheet reserves the right to charge a fee for use of the Smartsheet Properties under written terms and conditions separately acknowledged and agreed to by the Developer.
9. Term and Termination.
- 9.1 Term. This Agreement is effective as of the date Developer accepts it and Smartsheet, in its sole discretion, approves Developer’s registration (the “Effective Date”) and will remain in effect unless and until either party terminates the Agreement in accordance with the terms and conditions herein (the “Term”).
- 9.2 Termination. Either party may terminate this Agreement at any time, for any reason, by written notice to the other party via email in accordance with Section 17below. Developer acknowledges that Smartsheet will have no liability to Developer in connection with the termination of this Agreement or the revocation of Developer’s access to Smartsheet Properties in accordance with Section 3.
- 9.3 Survival. The following sections, and any section required to give effect to such sections, will survive termination or expiration of this Agreement: 1, 9.3, 10-17, and 19. Notwithstanding any provision of a surviving section, Developer will have no further right to use the Smartsheet Properties or distribute the Developer Application upon termination of this Agreement.
10. Warranty and Liability Disclaimer.
THE SMARTSHEET PROPERTIES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SMARTSHEET MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE SMARTSHEET PROPERTIES OR ANY DATA OR CONTENT MADE AVAILABLE THROUGH THE SMARTSHEET PROPERTIES, WHETHER EXPRESS OR IMPLIED, AND SMARTSHEET SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR RESULTS TO BE OBTAINED. SMARTSHEET DOES NOT WARRANT THAT THE SMARTSHEET PROPERTIES WILL BE ERROR-FREE, OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME, OR BE SECURE OR PRIVATE.
SMARTSHEET MAY UPDATE OR MODIFY THE SMARTSHEET PROPERTIES, TERMINATE THIS AGREEMENT AND DISCONTINUE DEVELOPER’S ACCESS TO THE SMARTSHEET PROPERTIES, AT ANY TIME, AND THE DEVELOPED APPLICATION MAY CEASE TO INTERACT PROPERLY (OR AT ALL) WITH THE SUBSCRIPTION SERVICE AS A RESULT OF SUCH MODIFICATION OR TERMINATION. SMARTSHEET HAS NO LIABILITY TO DEVELOPER OR TO END USERS OF THE DEVELOPED APPLICATION IN CONNECTION WITH ANY SUCH MODIFICATION OR TERMINATION.
12. Intellectual Property.
- 12.1 Smartsheet Intellectual Property.
- a. Ownership. As between the parties, Smartsheet retains all right, title and interest in and to the Smartsheet Properties and the Subscription Service, including the technology and software used to provide them and any content or data made available to Developer through them. Except for the limited rights to access and use the Smartsheet Properties as set forth under this Agreement, this Agreement grants no further rights or license in any of Smartsheet’s intellectual property.
- b. Smartsheet Marks. Developer acknowledges that the Smartsheet Properties may include Smartsheet trademarks, logos, symbols, names and slogans used to distinguish its products and services (“Smartsheet Marks”). To the extent Developer’s use of the Smartsheet Properties causes Smartsheet Marks to appear within or in connection with Developed Application, Smartsheet grants to Developer, until the expiration or termination of this Agreement, a limited, revocable, non-sublicensable, non-transferable, and non-exclusive license to display Smartsheet Marks solely to identify the relationship of the parties expressed in this Agreement and as they appear when Developer uses the Smartsheet Properties in connection with the Developed Application, and any goodwill derived from such use of Smartsheet Marks shall inure solely to the Smartsheet’s benefit. This license is subject to Developer’s compliance with the Smartsheet Branding Guidelines, a current version of which can be found at https://www.smartsheet.com/legal/intellectual-property, and the following conditions:
- i. Developer agrees to: (a) cooperate with Smartsheet to facilitate the monitoring and control of Smartsheet Marks; (b) upon request, use commercially reasonable efforts to provide Smartsheet with specimens of its use; (c) comply with instructions of Smartsheet in relation to such use, including, if so requested by Smartsheet, submitting any proposed use for review and approval prior to public use or dissemination; and
- ii. Developer will not at any time (a) contest or aid in contesting the validity or ownership of Smartsheet Marks, or take any action in derogation of Smartsheet’s rights therein, or adopt or register Smartsheet Marks or trade dress in any jurisdiction; or (b) remove or obscure any Smartsheet Marks or other intellectual property notices in connection with using Smartsheet Properties, or stateor imply that Smartsheet endorses Developer’s company, product or Developed Applications.
- 12.2 Developer Intellectual Property. As between the parties, Developer retains all right, title and interest in and to the Developer Application (except to the extent any Smartsheet Properties are incorporated therein). Developer agrees that Smartsheet may acknowledge or promote the Developed Application to Smartsheet End Users. Developer hereby grants Smartsheet a non-exclusive, non-transferable, limited license to use Developer’s name and trademarks to promote Developed Applications. Smartsheet acknowledges that, except for this limited license, Developer retains all right, title and interest in and to Developer’s name and trademarks.
- 12.3 Feedback. If Developer provides or communicates any suggestions for improvements to the Subscription Service or the Smartsheet Properties (collectively, “Feedback”), Smartsheet is entitled to use the Feedback without restriction or any obligation of compensation.
13. Confidentiality. Developer agrees not to disclose, duplicate, publish, release, transfer or otherwise make available Smartsheet Confidential Information in any form to, or for the use or benefit of, any person or entity without Smartsheet’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 Smartsheet has identified as confidential at the time of disclosure or that, based on the nature of the information or circumstances surrounding disclosure, you should treat as confidential. For avoidance of doubt, the Smartsheet Properties, as well as any content, in-development features and other information disclosed to you on or in the Smartsheet API test environment site, are Smartsheet’s Confidential Information. Confidential Information does not include: (a) information that was generally known to the public at the time disclosed to you; (b) information that becomes generally known to the public (other than through a breach of this Section 13)after disclosure to you; (c) information that was in your possession free of any obligation of confidentiality prior to disclosure by Smartsheet; (d) information that is rightfully received by you from a third party without any restriction on disclosure; or (e) information that was independently developed by you without reference to or use of Smartsheet’s Confidential Information. All Confidential Information is provided “AS IS.” SMARTSHEET MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, CONCERNING THE ACCURACY OR COMPLETENESS OF ITS CONFIDENTIAL INFORMATION.
14. No Competitive Use. Developer specifically agrees not to use or access the Smartsheet Properties or create Developed Applications (a) if Developer is a direct competitor of Smartsheet, or (b) to monitor the availability or performance of the Subscription Service or Smartsheet Properties, or for any other benchmarking or competitive purpose.
15. Limited Liability; Exclusion of Certain Damages. SMARTSHEET WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE ARISING UNDER THIS AGREEMENT, EVEN IF SMARTSHEET HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES. SMARTSHEET’S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).
16. Indemnification. Developer agrees to indemnify and hold harmless Smartsheet and its corporate affiliates, directors, officers, employees, successors, assigns and agents from and against any claim, action, proceeding or cause of action by a third party, 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: (a) Developer’s breach of this Agreement; (b) Developed Applications; (c) any claims from End Users of Developed Applications; and (d) Developer’s violation of any law or regulation or the rights of any third party.
17. Notices. All notices permitted or required under this Agreement may be given via email. Notices from Developer to Smartsheet will be sent to [email protected] Notices from Smartsheet to Developer will be sent to the contact name and address or email address that you provide in the personal settings for Developer’s Subscription Service account.
18. Modifications to Agreement. Smartsheet reserves the right to modify this Agreement by posting a revised version on the Smartsheet website. Except in the event of extenuating circumstances, revisions will be effective fifteen (15) days after posting. Continued use of the Smartsheet 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 Smartsheet.
19. General. Neither party will be liable for delay or default under this Agreement if caused by conditions beyond reasonable control. This Agreement is governed by the internal laws of the State of Washington, 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 Seattle, Washington for any dispute arising out of this Agreement. Neither party may assign this Agreement to a third party without the written consent of the other party in advance, Smartsheet may assign this Agreement without such consent to a third party acquiring all or substantially all of Smartsheet assets or equity securities, or to any of our corporate affiliates. This Agreement will bind and benefit the parties, their successors, and their permitted assigns. Developer and Smartsheet are independent contractors to each other with respect to the activities under this Agreement. This Agreement represents the entire agreement between Developer and Smartsheet with respect to Developer’s use of the Smartsheet Properties as identified herein, and this Agreement supersedes any contemporaneous or prior agreements regarding the Smartsheet Properties as identified herein. 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 deemed null and void.
Last Updated: March 2, 2018