CONNECTWISE DEVELOPER NETWORK TERMS OF USE / API AGREEMENT

Welcome to the ConnectWise Developer Network. By accessing or using any part of the ConnectWise Developer Network, or by uploading or downloading any content, you agree that you are subject to and will comply with these Terms of Use (also referred to herein as API Agreement or Agreement), which may be updated by Us from time to time. IF YOU DO NOT AGREE TO COMPLY WITH THIS AGREEMENT, YOU MAY NOT USE THE APIs OR THE RELATED DEVELOPER MATERIALS.

NOTICE: THE API AND RESOURCES INCLUDED IN THE DEVELOPER NETWORK ARE SUBJECT TO MODIFICATION OR DISCONTINUANCE, TEMPORARILY OR PERMANENTLY. ANY USE OF THESE RESOURCES IS AT YOUR OWN RISK.

1. DEFINITIONS

"Developer Content" means the documentation, resources, and sample code accessible via the ConnectWise Developer Network from time to time.

"Developer Network" means the web pages accessible via http://developer.connectwise.com, including but not limited to the Get Set Up, Get Building, Get Help, Get The Word Out, Developer Forums, and Account Info.

"Developer Tools" means the tools and toolkits accessible via ConnectWise Developer Network, including but not limited to the Sample Test Programs and APIs.

"Developer Products" means products and/or services designed to share data exclusively with Connectwise PSA by using the Developer Content and Developer Tools provided through the Developer Network.

"We," "Our" or "Us" means ConnectWise.com, Inc. with its primary place of business at 4110 George Road, Suite 200, Tampa, Florida, 33634.

2. YOUR PROFILE AND ACCOUNT

You agree that all information you submit to ConnectWise Developer Network is accurate and that you will keep it current. If We have grounds to suspect that your profile information is untrue, inaccurate or incomplete, We have the right to suspend or terminate your Developer Network account. It is your responsibility to maintain the confidentiality of your Developer Network password, and you are responsible for any activities that occur in your Developer Network account. You agree that We may send you important information and notices regarding Developer Network and your Developer Network account by email, text messaging or other means based on the information you provide to Us.

3. RELATIONSHIP TO CONNECTWISE.COM, INC.

The Developer Content, Developer Tools and Developer Network are not part of the ConnectWise License Agreement. You are responsible for ensuring that you comply with any license agreement governing ConnectWise software and services, and with any agreement covering code or applications you use in connection with Developer Network. The Developer Content and Developer Tools are not intended for production use and may contain bugs and errors. Any use of the Developer Tools and Developer Content is at your own risk. We have no obligation to provide support services for the Developer Network. Any support services we do provide, including electronic messages, telephone and in-person, will be provided at ConnectWise then-current rates. Your failure to pay invoices in a timely manner may result in immediate Termination of this Agreement. This Agreement is intended for the sole and exclusive benefit of you and Connectwise and not for any third party.

4. YOUR RESPONSIBILITIES; USE RESTRICTIONS

You are responsible for all activities that occur in your Developer Network account and your use of Developer Network account. YOU MAY NOT:

(1) use the Developer Content or Developer Tools to design or develop anything other than Developer Products;

(2) make any more copies of the Developer Content or Developer Tools than are reasonably necessary for the authorized use and backup and archival purposes;

(3) create any Developer Product using the Developer Tools in conjunction with any other specification, software code or other mechanism designed to interface or operate with ConnectWise PSA,

(4) modify, create derivative works of, reverse engineer, reverse compile, or disassemble the Developer Tools;

(5) distribute, sell, lease, rent, lend, or sublicense any part of the Developer Content or Developer Tools to any third party except as included within and necessary to distribute Developer Products;

(6) redistribute any component of the Developer Content or Developer Tools without our express written consent; and

(7) upload or otherwise transmit any material containing software viruses or other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any software or hardware.

In addition, You shall treat other Developer Network users with courtesy and respect. YOU SHALL NOT:

• impersonate any other person;
• falsely say or imply that you are associated with another person or entity;
• collect information about other Developer Network users without their consent;
• submit or link to any content (including Developer Content) that:
• misappropriates or infringes the intellectual property or other rights of any person or entity;
• interferes with the operation of Developer Network;
• violates anyone's privacy or publicity rights;
• breaches any duty of confidentiality or nondisclosure that you owe to anyone or any use restriction;
• provides any non-public information about Us or any other company or person without authorization (including the names and contact information for Our employees or Developer Network users);
• is, in Our judgment, harassing, defamatory, abusive, lewd, pornographic, obscene or otherwise objectionable;
• contains or installs any viruses, worms, bugs, Trojan horses, malware or other code, files or programs designed or having the capability to disrupt, damage or limit the functionality of any software or hardware; or
• contains false or deceptive language, unsubstantiated or comparative claims regarding Our or others' products, advertising, commercial referrals, spam, chain letters, or any other solicitation, including solicitation of lawsuits.

Please remember that you may be providing content for a diverse and international audience. Things that do not seem abusive, obscene, or offensive to you might seem so to others. We have no obligation to monitor the Developer Network. However, We reserve the right to review content and in Our sole discretion and without notice to you, to remove any content submitted or posted by you to the Developer Network pages. We reserve the right at all times to disclose any information as We deem necessary to satisfy any applicable law, regulation, legal process or governmental request.

5. DEVELOPER NETWORK DISCUSSION FORUMS

The Developer Network Forums are an online portal for developers created to foster discussion and collaboration. To further this goal, We do not claim ownership or control over any content submitted, posted or displayed by you on or through Developer Network Forums. Except as otherwise provided herein, You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any content you submit, post or display on or through such forums and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying content on or through Developer Network forums which is intended to be available to the members of Developer Network, you grant to Us a perpetual, worldwide, fully paid up right and license to use, copy, modify, publish, republish, distribute and create derivative works based on, in any form, any content or material you contribute to Developer Network, and We own all right, title and interest with respect to any such derivative works.

We reserve the right at any time to modify or discontinue, temporarily or permanently, the Developer Network (or any part thereof) with or without notice. You agree that We shall not be liable to you or to any third party for any modification, suspension or discontinuance.

6. DEVELOPER CONTENT AND DEVELOPER TOOLS

There are various informational resources and development tools made available via the ConnectWise Developer Network to assist you in your development efforts. Some of this Developer Content and Developer Tools are owned and made available by Us. Subject to the terms and conditions set forth herein, We grant you a revocable, non-transferable, non-exclusive and non-sublicenseable limited license to use Our Developer Content in connection with the Developer Network and your development on the ConnectWise development platforms, solely for the purpose of designing Developer Products.

7. TERM, TERMINATION AND CHANGES

Your rights under this Agreement may be terminated by ConnectWise immediately and without notice if you fail to comply with any term or condition of this Agreement. Upon such termination, your license to the Developer Content and Developer Tools will terminate immediately and you must immediately cease using, and destroy all complete and partial copies of the Developer Content and Developer Tools within your possession or control. Any termination of this Agreement shall not affect ConnectWise's rights hereunder. ConnectWise shall have the right to change or add to the terms of this Agreement at any time and to change, delete, discontinue, or impose conditions on any feature or aspect (including, but not limited to pricing, technical support and other product related policies) upon notice by any means ConnectWise determines in its discretion to be reasonable, including sending you an email notification or posting information concerning any such change, addition, deletion, discontinuance or conditions on any ConnectWise sponsored web site. By continuing to use the Developer Content and Developer Tools following such modifications, you agree to be bound by such modifications. Sections 9, 10, 11, 12 and 13 herein shall survive any termination or expiration of this Agreement.

8. ACCESS TO SOFTWARE

ConnectWise may make a copy of its software available for you to access online. You agree to use the software strictly for the development and maintenance of Developer Products. The software is provided "AS IS," exclusive of any warranty or support, is not intended for production use, may never be made generally available, and may be discontinued at any time. We own all right, title and interest in the intellectual property rights associated therewith.

9. NO WARRANTY

THE CONNECTWISE DEVELOPER NETWORK AND ALL CONTENT THEREIN (INCLUDING WITHOUT LIMITATION DEVELOPER TOOLS AND DEVELOPER CONTENT) IS PROVIDED "AS-IS," EXCLUSIVE OF ANY WARRANTY WHATSOEVER. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

CONTENT POSTED BY US ON THE DEVELOPER NETWORK IS NOT PART OF ANY USER GUIDE OR LEGAL AGREEMENT. ALL SUCH CONTENT (INCLUDING DEVELOPER TOOLS AND DEVELOPER CONTENT ORIGINATING WITH US) IS PROVIDED "AS-IS", EXCLUSIVE OF ANY WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINEGEMNT. WE DO NOT MAKE ANY REPRESENTATION AS TO QUALITY OR ACCURACY OF ANY CONTENT ON THE DEVELOPER NETWORK, AND WE SPECIFICALLY DISCLAIM THE COMPLETENESS, RELIABILITY OR ORIGINALITY OF SUCH CONTENT. WE FURTHER DISCLAIM ANY RESPONSIBILITY WHATSOEVER FOR ANY CONTENT (INCLUDING DEVELOPER TOOLS AND DEVELOPER CONTENT) OR MATERIAL ON THE DEVELOPER NETWORK NOT ORIGINATING WITH US, WHETHER OR NOT WE REVIEWED OR MODERATED SUCH CONTENT.

10. NO DAMAGES

IN NO EVENT SHALL WE HAVE ANY LIABILITY HEREUNDER TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, DATA OR USE, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. INDEMNITY

You agree to indemnify and hold Us harmless from any claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees) arising from content (including Developer Tools and Developer Content) you submit to or post on the Developer Network, your use of the Developer Network, your violation of these Terms of Use, or your violation of any rights of a third party.

12. PROPRIETARY RIGHTS AND PRIVACY

The copyright and all other rights in the Developer Network (including Developer Tools and Developer Content) shall remain with ConnectWise or its suppliers. All rights not explicitly granted in this Agreement are reserved to ConnectWise. No rights are granted to you hereunder other than as expressly set forth herein. This Agreement does not grant any right to copy, use, host or otherwise distribute ConnectWise PSA, or use any ConnectWise trademarks, trade names, or service marks. You agree to comply with the Application Naming Restrictions, as incorporated herein by reference and as amended by ConnectWise from time to time at its sole discretion. Such Restrictions include, but are not limited to: no use or registration, in any country, of any product name, trademark, service mark, trade name, internet domain name, keyword, or other signifier containing or similar to "ConnectWise" or "ConnectWise PSA".

Subject to the above, we will treat information you submit to the Developer Network pages in accordance with our Privacy Statement at http://www.connectwise.com/privacy.php.

13. CONFIDENTIAL INFORMATION

You agree that the Developer Content and Developer Materials are confidential and proprietary information of Connectwise ("Confidential Information"). As part of your activities associated with this Agreement, You may provide Confidential Information to Connectwise. Confidential Information does not include information (i) that is or becomes public knowledge or is received by either party without any breach of any confidentiality obligation; (ii) that the receiving party can document was independently developed without use or access to the Confidential Information; or (iii) that the receiving party can document was previously known prior to receipt of the Confidential Information. Both parties agree to (i) use the Confidential Information only in connection with fulfilling their rights and obligations under this Agreement; (ii) hold the Confidential Information in strict confidence and exercise due care with respect to its handling and protection, consistent with their protection of their own confidential information but not less than reasonable care, (iii) not publish or disclose the Confidential Information except for disclosures to employees and subcontractors who have a bona fide need to know the Confidential Information. Both parties agree that any unauthorized disclosure of the confidential Information would cause irreparable harm and that in the event of any breach or threatened breach of the above confidentiality obligations, the party owning the Confidential Information shall be entitled to obtain equitable relief in addition to any other remedy.

14. REMOVAL OF MATERIAL UNDER U.S. DIGITAL MILLENNIUM COPYRIGHT ACT

If We receive a notice alleging that material or content you posted on the Developer Network infringes another party's copyright, We may remove that material in accordance with Title II of the Digital Millennium Copyright Act of 1998 (Section 512 of the U.S. Copyright Act).

15. TRADEMARKS

ConnectWise, the Developer Network and other marks of ConnectWise used on the Developer Network site are trademarks or service marks of ConnectWise.com, Inc. and may not be used in any manner without our express prior written consent.

16. EXPORT CONTROLS

You acknowledge that the Developer Products are subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII) and that you will comply with these regulations. You will not export or re-export this product, directly or indirectly, to:

(1) any countries that are subject to US export restrictions;

(2) any end user who has been prohibited from participating in US export transactions by any federal agency of the US government; or

(3) any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that the Developer Materials may include technical data subject to export and re-export restrictions imposed by US law.

17. MISCELLANEOUS

Except as expressly set forth in this Agreement, this Agreement is a complete statement of the agreement between you and ConnectWise and sets forth the entire liability of ConnectWise and its Suppliers and your exclusive remedy with respect to the Developer Materials and their use. Nothing herein will constitute any association, partnership or joint venture between the parties and neither party will have the power to legally bind the other party. The Suppliers, agents, employees, distributors, and dealers of ConnectWise are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on ConnectWise. Any waiver of the terms herein by ConnectWise must be in a writing signed by an authorized officer of ConnectWise and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement will be governed by Florida law as applied to agreements entered into and to be performed entirely within Florida, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Hillsborough County, Florida. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. You may not assign any part of this Agreement without the prior written consent of ConnectWise. Any attempted assignment without consent shall be void. To the extent that any terms in this Agreement are inconsistent with any terms of any agreement you may enter into with any ConnectWise customers pertaining to their use of Developer Products, the terms of this Agreement and of any agreement between ConnectWise and such ConnectWise customers shall govern.