1. What’s this?

These terms (the API Terms), together with the PaperCut’s Add-on Platform Developer Terms (Platform Terms) make up a contract between you and us. This part of the contract sets out the obligations and restrictions that apply to you and us when it comes to your access to our APIs. For the purposes of these API Terms, “you” means you as the individual, company, or other legal entity that you represent when you accept these API Terms and access the APIs. “We” or “us” means PaperCut Software International Pty Ltd, though we may carry out some or all of our obligations via our related companies or contractors.

2. Your access to the APIs

1. As long as you stick to the rules set out in these API Terms, we grant you a non-exclusive, worldwide, non-transferable, limited license to access our APIs (and any accompanying documentation) to the extent such access is strictly necessary for you to develop, improve, maintain and support Add-ons which are on PaperCut’s Add-on Platform.

2. All intellectual property rights in the APIs, documentation, the Platform and our Services remain the sole property of us or our licensors. Nothing in these terms constitutes a transfer of ownership to you or anyone else.

3. The rules

1. The license in clause 2 above is subject to your compliance with the Platform Terms and any other policies which we notify to you in your capacity as an Add-on developer. We will be sensible about these policies - they may relate to things like the protection of PaperCut’s branding and trademarks, or the introduction of guidelines to ensure the continued good operation of the PaperCut services which your Add-ons will work with.

2. Whether or not we discuss the following rules in a policy notified to you, you must not access or use our APIs or documentation in any way which:

   1. results in a violation of any law, regulation, contract, or anyones intellectual property rights;

   2. harms or breaks or bypasses any security features or technical measures we have put in place to safeguard the APIs, our services or the Platform. Anything designed to probe or test for vulnerabilities in our systems or networks would be a violation of this clause;

   3. exceeds any access limits in any policy, or is otherwise excessive or abusive according to reasonable standards of use.

   4. results in a security vulnerability to you, us, other Developers or anyone using our Services;

   5. results in you or anyone else developing systems or services which replicate or compete with our Services; or

   6. results in you or anyone else reverse engineering or otherwise discovering or deriving source code, trade secrets or other confidential information that is owned by anyone other than you.

3. We may take reasonable steps to audit your use of our APIs and documentation. We will carry out any such audit with a level of care and with a period of advance notice to you which reflects our understanding of the way you are using the APIs and the potential consequences of any breach. You agree to fully cooperate with any such audit and provide us with proof that your use of the APIs is reasonable and falls within the terms of the appropriate terms and conditions

4. If we reasonably believe that you have broken these rules, we may, in our sole discretion, and without limiting any other rights, do one or more of the following:

   1. ask you to immediately stop breaking the rule and take any action to correct the effect of the breach or potential breach; and/or

   2. provide your details to any third party who makes a credible claim that you have infringed their intellectual property; and/or

   3. take immediate action to prevent harm to us, the Service, our customers or other Developers, including suspending or terminating your access to the APIs and documentation.

4. Termination

1. You can terminate your contract with us by ceasing to use the APIs and notifying us. We can terminate all or part of your contract for any reason (or no reason) and at any time in accordance with the Platform Terms. Upon termination, the license in clause 2 above is revoked immediately and you must immediately return or destroy any of our confidential information that remains in your possession.

2. The key rights and obligations under these terms (including but not limited to the restrictions and audit rights in clause 3), as well as the below clauses governing warranty, liability and indemnity, survive termination of the contract.

5. Warranty, liability and indemnity

1. You promise and represent that you have validly entered into the contract and (whether you’re doing so on your own behalf or on behalf of some other person, company or organization) have the legal authority to do so.

2. The APIs, documentation and supporting services or information are provided by us on an “as is” basis. We do not warrant that the APIs, or your access to the APIs and documentation, will be uninterrupted, error free, or available at any given point in time. To the full extent allowed by law, we expressly disclaim all express or implied warranties, including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. However, if any consumer laws (such as the Australian Competition and Consumer Act 2010) do apply and cannot otherwise be excluded, nothing in these terms will affect any statutory warranties, guarantees or rights you have. In that case our liability is limited to the replacement or repair of the APIs, at our option.

3. To the extent permitted by law, and subject to paragraph 5.2 above, our liability to you for any claim irrespective of the form of action or the theory of law, whether it be in contract (including under an indemnity), tort (including in negligence), breach of statutory duty or otherwise, arising out of or in connection with the APIs, documentation, these Terms or the relationship between the parties, shall be limited to the greater of:

   1. the total amount of platform fees paid by you or on your behalf to PaperCut in consideration of your access to the Platform in the 12 months leading up to the date that the liability arose (excluding, without limitation, any fees that were payable to parties other than PaperCut); or

   2. USD $1,000.

4. We will not be liable for any loss, damage or expense which is indirect, consequential, special or exemplary damages, nor for any lost profits, lost revenue, lost data or business interruption, even if we have been advised of, knows of, or should have known of the possibility of such loss, damage or expense.

5. You must indemnify us and hold us harmless from any losses, damages, expenses or costs (including all legal fees) incurred by, or awarded against us as the result of, or in connection with, your breach or alleged breach of any of your obligations under the contract.

6. The Parties acknowledge and agree that our decisions regarding the distribution of profit and risk in the platform were made, in part, in reliance upon this clause 5 of the API Terms. Such provisions form an essential basis of the bargain between the parties.

6. General legal housekeeping

1. Notices: Any notice that is given to you by us under these API Terms may be (i) posted to you; or (ii) emailed to you at any email address provided by you. As set out in the Platform Terms, you are responsible for ensuring that this email address remains up to date.

2. Relationship of Parties: The parties to these API Terms are independent contractors. Nothing in the API Terms shall be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the parties, constitute any party the agent of another party, nor authorize any party to make or enter into any commitments for or on behalf of any other party.

3. Assignment: You must not assign or transfer your rights or obligations in these API Terms, in whole or part, without our prior written consent. We may assign or transfer the contract, in whole or part, without your consent, in connection with a merger, acquisition, restructure or purchase of fifty percent (50%) or more of the assignee’s assets.

4. Waiver: No failure or delay by a party to exercise any right or remedy provided under these API Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

5. Remedies: Except as specifically provided otherwise in these API Terms, the rights and remedies provided under the API Terms are cumulative and in addition to, and not exclusive of, any rights or remedies provided by law.

6. Severability: If any part of the API Terms is determined to be invalid, illegal or unenforceable by any court or competent authority, such part will be severed from the remainder of the terms and the remaining provisions will continue in force.

7. Governing Law: These API Terms will be governed by the laws of the State of Victoria, Australia, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts in the State of Victoria, Australia.