Developer API Terms of Service

This Developer API Terms of Service (“TOS”) is entered into between Bombora, Inc., a Delaware corporation (“Bombora,” “we,” “our”) and the entity or person accessing or using any Bombora API (“Developer,” “you,” “your”).

By accessing or using the API, or by clicking a box indicating your acceptance, you agree to be bound by the terms and conditions of the TOS. If you are entering into the TOS on behalf of a legal entity, you represent that you have the authority to bind such entity to the TOS.

1. Definitions

API: The application programming interface(s), including associated plugins, software development kits (SDKs), documentation, code, libraries and other related materials made available by Bombora.

API Key / Credentials: The unique security key, token, or other credentials provided by Bombora that are required to access and use the API.

Application: The Developer’s software application, website, or service that interacts with the API.

2. License Grant

Subject to your compliance with the terms and conditions of the TOS, Bombora grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free license to use the API solely to develop, test, and support your Application (“Develop”) and to facilitate its interoperability with Bombora’s services (“Permitted Use”). Unless you have a license agreement with Bombora for the Permitted Use, when you use the API to access Bombora’s services, you shall be bound by Bombora’s Terms and Conditions for the services, as amended from time to time. You may request a copy of the Terms and Conditions at any time via email to legal@bombora.com.

3. Restrictions and Responsibilities

You shall not, and shall not permit any third party to, do any of the following:

Reverse Engineering: Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the API, except to the extent that this restriction is expressly prohibited by applicable law.

Misuse and Disruption: Use the API in a way that could impair, harm, or damage Bombora, its services, or any other user. This includes interfering with or disrupting the stability of the API, circumventing rate limits, or introducing viruses or other malicious code.

Resale and Sublicensing: Sublicense, resell, rent, lease, or otherwise distribute or transfer rights to the API or Bombora services.

Competition: Use the API to build an application or service that directly competes with Bombora services.

Security Circumvention: Defeat, avoid, bypass, or otherwise circumvent any security controls or protection mechanisms for the API.

Unauthorized Access: Use the API to attempt to gain unauthorized access to any service, server, device, or network.

Data Scraping: Scrape, build databases, or otherwise create permanent copies of data obtained via the API, except as minimally necessary for the operation of your Application.

Privacy: Use the API to identify individuals in a manner which would violate any global privacy law for the protection of personal data.

Agency: Use the API on behalf of a third party without both Bombora and the third party’s permission. When you use the API for a third party, you warrant that you have authority to bind the third party to the terms of the TOS and you have their explicit permission to transfer their data to Bombora for use with Bombora services.

Maximum Data Storage Limit: Store data from the API for more than thirty (30) days or for any purpose other than to support your application’s functionality. After thirty (30) days, you must delete or refresh the data. You may temporarily cache data as strictly necessary for performance improvement, but such caching must not be used to build a long-term database, circumvent API usage limits, or otherwise violate the TOS.

4. API Credentials, Security and Rate Limits

You must obtain API Credentials from Bombora to access the API. You are responsible for maintaining the secrecy and security of your API Credentials and may not share them with any third party.

You shall not make the API Credentials publicly accessible in any way, including but not limited to embedding API Credentials directly in client-side code, public repositories, or other accessible locations.

You are solely responsible for all activities that occur using your API Credentials, whether or not such activities are undertaken by you.

Bombora reserves the right to revoke or suspend your API Credentials at any time, for any reason, with or without notice.

Bombora may change the API Credentials at any time, and require you to obtain new API Credentials.

Bombora may impose request rate limits and quotas at its sole discretion. Exceeding these limits may result in throttling, suspension, or termination.

5. Intellectual Property

Bombora retains all right, title, and interest, including all intellectual property rights, in and to the API. This Agreement grants you a license to use the API solely for the Permitted Use. You retain all rights to your Application, excluding any of Bombora’s intellectual property contained within it.

6. Support & Updates

Support: Support and maintenance may be provided at Bombora’s reasonable discretion.

Updates: You are responsible for any costs associated with modifying your Application to comply with API updates. Bombora may update an API from time to time and will abide by the following protocols applicable to the nature of the change.

For updates that will not impact Developer’s integration to an API provided that Developer has adhered to the API’s specifications, purposes, and policies (“Non-Breaking Changes”), Bombora may release such updates without notice.

For updates that may impact Developer’s integration to an API (“Breaking Changes”), Bombora will notify Developer via email providing updated technical specifications for the new API version and any available procedures for performing the transition. Following this notification, Bombora will support both the new and the prior versions of the API for a period of at least 90 days (the “Transition Period”). Bombora will also provide the Developer with at least 10 days notice before retiring the prior version of the API, the final day of which will not be earlier than the final day of the Transition Period.

If an API is to be removed from service (“Deprecated”), Bombora will notify the Developer via email providing information and the schedule related thereto. Following this notification, Bombora will support the API for a period of at least 90 days thereafter (the “Deprecation Period”). Bombora will also provide the Developer with at least 10 days notice before retiring the API, the final day of which will not be earlier than the final day of the Deprecation Period.

Circumstances may arise wherein the protocols for Breaking Changes or Deprecation may not be feasible or technically possible. Reasons for this include, but are not limited to the cause for the change being related to a cyber-security threat or if the functionality of an API is dependent on a third-party service which itself has been deprecated with insufficient notice to Bombora. In such circumstances, Bombora will make reasonable efforts to provide timely information and a stable transition path to Developer.

7. Termination

This Agreement will remain in effect until terminated.

Bombora may terminate the TOS or suspend your access to the API at any time, for any reason, with or without notice.

You may terminate the TOS at any time by ceasing all use of the API and deleting all related materials in your possession.

Upon termination, all licenses granted to you will immediately cease, and you must destroy all copies of the API and any related materials, Bombora data, and Bombora confidential information in your possession.

8. Disclaimer of Warranties

THE API IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, BOMBORA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9. Limitation of Liability

IN NO EVENT WILL BOMBORA BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, BOMBORA’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL IN NO EVENT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).

10. Indemnification

You agree to defend, indemnify, and hold harmless Bombora, its affiliates, and their officers, directors, and employees from and against any claims, liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of:

(a) your use of the API in a manner inconsistent with the TOS;

(b) the performance, promotion, or distribution of your Application; or

(c) your breach of any obligation under the TOS.

11. Confidentiality

11.1 Definition of Confidential Information. “Confidential Information” means any information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), either directly or indirectly, in writing, orally, or by inspection of tangible objects (including, without limitation, the API, API Keys, documentation, product plans, and technology), which is designated as “Confidential,” “Proprietary,” or some similar designation. Confidential Information may also include information disclosed to a Disclosing Party by third parties.

11.2 Exclusions. Confidential Information shall not include any information that the Receiving Party can prove: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (c) was already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s files and records; (d) was obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (e) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the Receiving Party’s possession.

11.3 Non-Use and Non-Disclosure. The Receiving Party agrees not to use any Confidential Information of the Disclosing Party for any purpose except to exercise its rights and perform its obligations under the TOS. The Receiving Party agrees not to disclose any Confidential Information of the Disclosing Party to third parties or to such party’s employees, except to those employees, contractors, or agents who have a need to know such information for purposes of the TOS and who are bound by confidentiality obligations at least as protective as those in this section.

11.4 Maintenance of Confidentiality. The Receiving Party agrees to take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, the Receiving Party shall take at least those measures that it takes to protect its own most highly confidential information.

11.5 Required Disclosure. If the Receiving Party is required by law or a valid court order to disclose Confidential Information, the Receiving Party shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.

12. General Provisions

Governing Law: This Agreement shall be governed by the laws of the State of Delaware, without reference to its conflict of laws principles. Any disputes shall be resolved in a court in Delaware.

Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the API and supersedes any prior understandings. Any agreement between the Parties with respect to the Bombora services is not superseded by these terms, the two shall be read together with the TOS applicable solely to the API.

Modification: Bombora may amend the TOS at any time. Your continued use of the API after such amendments constitutes acceptance of the new terms.

Compliance and Audit. You agree to provide Bombora with evidence of your compliance with the TOS upon written request. Bombora reserves the right to audit your Application and its associated data storage systems to ensure adherence with the TOS.