WatchGuard APIs License Agreement
Effective Date: 1 January 2020
By clicking the "I Accept" check box, or by accessing or using any of the WatchGuard APIs (as defined below), you are entering into this WatchGuard APIs License Agreement (“Agreement”) with WatchGuard Technologies, Inc. (“WatchGuard” or “we,” “us,” or “our”) and agreeing to be bound by the terms herein.
You represent and warrant to us that you have the authority to accept this Agreement on behalf of yourself, a company, and/or other entity, as applicable. If you are accepting this Agreement on behalf of a company or other entity, the terms “you” and “your” herein shall refer to such company or entity.
If you do not agree or cannot comply with all the terms of this Agreement, do not click the “I Accept” check box. In that case you will have no right to access or use the WatchGuard APIs.
- "WatchGuard APIs" means (i) the application programming interfaces made available by WatchGuard to you, each of which is designed to provide access to, or enable interactions and/or integration with, a WatchGuard product or service ("WatchGuard Offering") and (ii) any accompanying or related API documentation or other materials for such APIs made available by WatchGuard to you on WatchGuard Cloud, cloud.watchguard.com.
- “API Key” means the security key WatchGuard makes available for you to access each WatchGuard API.
- “Your Applications” means any applications developed by you that utilizes a WatchGuard API for the purpose of accessing, interacting, or integrating with a WatchGuard Offering.
- “Customer” means any customer of WatchGuard who has purchased one or more WatchGuard Offerings.
- “Service Provider” means any WatchGuard reseller, partner, and/or service provider who provides sales, integration, support, and/or other services to Customers in connection with the WatchGuard Offerings.
- License Grant. Subject to and conditioned on your compliance with all the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of this Agreement (a) to use the WatchGuard APIs to develop, test, and implement Your Applications for the purposes of accessing, interacting, or integrating with the WatchGuard Offerings, and solely in accordance with your agreement with WatchGuard governing your use of the accessed WatchGuard Offerings, and (b) if you are a Service Provider, to use the WatchGuard APIs to develop, test, and implement Your Applications in order to make Your Applications available to Customers for their use in connection with the applicable WatchGuard Offerings and in accordance with your and your Customers’ agreements with WatchGuard. There are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use the WatchGuard APIs for any other purpose without our prior written consent.
- API Keys; Use Limits. You must establish an account with WatchGuard and obtain an API Key to use and access each WatchGuard API. You may not share your API Key(s) with any third party, must keep your API Key(s) and all log-in information secure, and must use the API Key(s) as your sole means of accessing the applicable WatchGuard API(s). We may revoke your API Key(s) at any time. In addition, WatchGuard reserves the right to set and enforce limits on your use of the WatchGuard APIs, including, without limitation, limiting the number of periodic API requests you are allowed to make. WatchGuard may temporarily suspend your access to the WatchGuard APIs if you exceed API request limits. Attempts to circumvent API request limits may result in reduction of your access to some or all of the WatchGuard APIs and suspension or termination of your license to use these WatchGuard APIs.
- Responsibilities and Restrictions. You will comply with all terms and conditions of this Agreement and your other agreements with WatchGuard or its agents regarding the WatchGuard Offerings, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on WatchGuard Cloud, cloud.watchguard.com or otherwise made available to you by WatchGuard from time to time. Except as expressly authorized under this Agreement, you may not, neither may you allow others to:
- license, distribute, transfer, or otherwise make the WatchGuard APIs and any data obtained using the WatchGuard APIs available to any third party;
- copy, modify, or create derivative works of the WatchGuard APIs;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software component of the WatchGuard APIs;
- remove any proprietary notices from the WatchGuard APIs;
- use the WatchGuard APIs in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person;
- use the WatchGuard APIs to disrupt, interfere with, or attempt to gain unauthorized access to services, servers, devices, or networks connected to or which may be accessed via the WatchGuard APIs;
- use the WatchGuard APIs in any manner that could impair, harm, or damage any WatchGuard APIs, WatchGuard Offerings, or anyone’s use of any WatchGuard APIs or WatchGuard Offerings;
- attempt to work around any technical limitations of any WatchGuard API or of the accessed WatchGuard Offering or to circumvent the limitations WatchGuard sets on your use of the WatchGuard APIs;
- combine or integrate the WatchGuard APIs with any other software, technology, services, or materials not authorized by WatchGuard;
- attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the WatchGuard APIs;
- use the WatchGuard APIs, or any information accessed or obtained using the WatchGuard APIs, for the purpose of migrating Customers away from a WatchGuard Offering;
- use the WatchGuard APIs to monitor the availability, performance, or functionality of any of the WatchGuard APIs or WatchGuard Offerings or for any similar benchmarking purposes;
- use the WatchGuard APIs to introduce or transmit any spyware, adware, or other malicious or harmful code; or
- use the WatchGuard APIs or allow any user to use Your Applications in a way that violates this Agreement or applicable law.
- Your Applications. You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules, and regulations, or any terms of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications. You agree to provide a resource for users of Your Applications to report abuse of Your Applications. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Applications and their use of the WatchGuard APIs, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Applications.
- No Support; Updates. This Agreement does not entitle you to any support for the WatchGuard APIs. You acknowledge that we may update or modify any WatchGuard API from time to time and at our sole discretion (in each instance, an “Update”), and may require you to obtain and use the most recent version of such WatchGuard API. Updates may adversely affect how Your Applications communicate with the accessed WatchGuard Offerings. You are required to make any changes to Your Applications that are required for integration as a result of such Updates at your sole cost and expense. Your continued use of a WatchGuard API following an Update constitutes binding acceptance of the Update.
- No Fees. No license fees or other payments are due in exchange for the rights granted under this Agreement. This fee arrangement is made in consideration of other terms of this Agreement, including the disclaimers, exclusions, and limitations of liability. However, we reserve the right to start charging for access to and use of any of the WatchGuard APIs at any time.
- Intellectual Property Ownership; Feedback. You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the WatchGuard APIs and the WatchGuard Offerings and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Applications, excluding the aforementioned rights in Section 9.(a). You will use commercially reasonable efforts to safeguard the WatchGuard APIs from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the WatchGuard APIs and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights. If you send or provide us with ideas, suggestions, recommendations or other feedback about the WatchGuard APIs and the WatchGuard Offerings ("Feedback"), all such Feedback is and will be treated as non-confidential. You hereby assign to us all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use such Feedback.
- Confidentiality. You may gain access to certain confidential and proprietary information of WatchGuard ("Confidential Information") through accessing or using the WatchGuard APIs. You may use Confidential Information only to the extent necessary in exercising your rights expressly granted under this Agreement. You may not disclose any Confidential Information to any third party without WatchGuard’s prior written consent. You agree that you will protect the Confidential Information from unauthorized access, use, or disclosure in the same manner that you would use to protect your own confidential and proprietary information.
- Disclaimer of Warranties. THE WATCHGUARD APIS ARE PROVIDED “AS IS” AND WATCHGUARD SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WATCHGUARD SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABLITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WATCHGUARD MAKES NO WARRANTY OF ANY KIND THAT THE WATCHGUARD APIS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, TIMELY, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
- Indemnification. You agree to indemnify, defend, and hold harmless WatchGuard and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any claim or action brought by a third party, including all damages, liabilities, costs and expenses, and reasonable attorney fees, arising from or relating to (a) your use or misuse of the WatchGuard APIs, (b) your breach of this Agreement, and (c) Your Applications, including any end user’s use thereof . In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.
- Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE WATCHGUARD APIS; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR WATCHGUARD WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Term and Termination. The term of this Agreement commences when you enter into this Agreement and will continue in effect until terminated as set forth in this Section. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to any WatchGuard API. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by ceasing your access to and use of the WatchGuard APIs. Upon termination of this Agreement for any reason, all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems all copies of the WatchGuard APIs, any data obtained through the WatchGuard APIs, and any Confidential Information in your possession. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of WatchGuard’s rights or remedies at law or in equity.
- Export Regulation. The WatchGuard APIs may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release any of the WatchGuard APIs to, or make any of the WatchGuard APIs accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making any WatchGuard API available outside the US.
- Beta APIs. Any version of the WatchGuard APIs designated as “pre-release” or “beta” ("Beta API") may not work in the same way as the final commercially available version. We may change or not release a final or commercial version of a Beta API in our sole discretion.
- Changes to this Agreement. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. For any material changes to this Agreement, we will take reasonable steps to notify you by posting the notification on our website or through other reasonable means. You will be responsible for reviewing and becoming familiar with any such modifications. In all cases, your continued access or use of the WatchGuard APIs after any changes to this Agreement, with or without notification, constitutes your agreement to such changes.
- Governing Law and Jurisdiction. Washington State law applies to all matters arising under or relating to this Agreement without regard to any choice-of-law rules that might direct the application of another jurisdiction’s laws. Any legal suit, action, or proceeding arising out of or related to this Agreement may be brought exclusively in the federal courts of the United States or the courts of the State of Washington, in each case located in King County, Washington. Each party consents to the exclusive jurisdiction of those courts.
- Miscellaneous. This Agreement represents the entire agreement between the parties regarding its subject matter. Any notices to us must be sent to our corporate headquarters address at WatchGuard Technologies Inc., Attn: Legal Department, 505 Fifth Avenue South, Suite 500, Seattle, WA 98104, United States and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us and agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason without our written consent, and any purported transfer in violation of the foregoing will be void and without effect. We reserve the right to assign this Agreement and to delegate any obligations hereunder.