IMPORTANT – READ CAREFULLY:
a. Application means any software application, product, service, or website that you develop, own or operate to interact with any API.
b. LastPass Brands means the name and related marks of any of the Services for which APIs are made available by LastPass through its websites or properties, as such Services are further described in LastPass’ Branding Guidelines.
c. Confidential Information may include, but is not limited to, nonpublic information regarding the APIs or LastPass applications, products, services, data, ideas, inventions, features, software, techniques, technology, trade secrets, and business and financial information, or any other information relating to LastPass that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by LastPass, by its nature would be generally deemed to be confidential information, or that is not generally known or readily ascertainable to the public.
d. Services means the LastPass software-as-a-service offerings.
2. Licenses and Restrictions.a. API License. Subject to these Terms, LastPass grants you a limited, revocable, non exclusive non-sublicensable, non-transferable license to access the APIs: (i) to develop, test, and support your Application; and (ii) to enable end users of your Application to connect to and communicate with the applicable Services. You are not permitted to access or use the APIs for any other purpose unless specifically agreed in writing by LastPass.
b. Integration Marketing. LastPass may allow you to list your Application, logo(s), and nature of the integration offered on one or more of its online portals or marketplace properties. To the extent you utilize such functionality, you are fully responsible for the accuracy and completeness of such information, and LastPass will have no liability for it.
c. Brand License and Trademarks. Subject to these Terms, each party grants the other a limited, revocable, non exclusive, non-sublicensable, non transferable license to display the applicable LastPass Brands or your name and logo(s), as applicable, solely as necessary to: (i) show compatibility with the Service; or (ii) enable end users of your Application to connect to and communicate with the applicable Services in furtherance of the license granted in Section 2.a. Any use of LastPass Brands or logos must be subject to the Co-Branding Guidelines found here. Neither party is permitted to use, register, or attempt to register any trademarks or domain names that are derived from or are confusingly similar to those of the other party.
d. Restrictions. By using any APIs, you agree not to: (i) modify, prepare derivative works of, or reverse engineer, our APIs, Services, or technology; (ii) use our APIs or Services in a way that abuses or disrupts our networks, security systems, user accounts, or the Services, as determined by LastPass; (iii) access or use the APIs for fraudulent or illegal purposes, or for any purpose that may be harmful to LastPass or its Services; (iv) market, sell, or resell the APIs or the Services to any third party; (v) use the Services in violation of our policies, applicable laws, or regulations; (vi) use the APIs in any application, product, or service that competes with any application, product, or Service offered by LastPass, or to otherwise divert LastPass customers or potential customers from the Services; (vii) harvest, collect, divert, or gather customer, user, or end-user data of either LastPass or the service/offering to which this API is connected without lawful basis and written consent from LastPass; (viii) transmit through the APIs or Services any material that may infringe the intellectual property or other rights of third parties, or (ix) remove any proprietary rights notices on any APIs, the LastPass Brands, and any other materials you receive in connection with your use of the APIs; (x) make any representations with respect to LastPass, the Services, or these Terms; (xi) display the LastPass Brands in a manner that could reasonably imply an endorsement, relationship, or affiliation with or sponsorship between you or a third party and LastPass; and/or (xii) access or use the APIs in a manner that exceeds a reasonable request volume or constitutes excessive or abusive usage, as determined by LastPass.
e. Security and Privacy-by-Design. You agree to implement appropriate, industry standard, secure coding, privacy-by-design, and other appropriate recognized security methodologies when designing your Application in a manner intended to protect any information accessible, processed, hosted, or transferred from either LastPass Services or any third-party service/product to which this API connects. LastPass reserves the right to test, validate, and/or inquire about your API use consistent with the requirements herein.
3. Proprietary Rights and LastPass Marks.
You acknowledge that we or our licensors retain all proprietary right, title, and interest in the APIs, the Services, and the LastPass Brands, and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. You agree that you will not use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates in whole or in part the LastPass Marks or is similar to any of these.
LastPass reserves the right, in its sole discretion, and at any time, to change, suspend, or discontinue any API or suspend or terminate your rights to access or use the APIs or display the LastPass Brands. You may stop use of the APIs and terminate these Terms at any time by closing your account and ceasing all access and use of the APIs. Upon termination of these Terms, you will immediately discontinue all access and use of the APIs and cease to display the LastPass Brands. Neither party shall be liable for any damages resulting from a termination of these Terms in accordance with this Section; provided, however, the termination of these Terms shall not affect any claim arising prior to such termination. Sections 3 through 11 shall survive termination.
5. Independent Development.
You understand and acknowledge that LastPass may from time to time independently create applications, products, or services that are similar to or competitive with your applications, products, or services, and nothing in these Terms will be construed as restricting or preventing LastPass from doing so, and that such activity will create no obligation to you.
Unless expressly authorized in writing by LastPass, you shall not disclose to any third party any Confidential Information of LastPass or use such Confidential Information in any manner other than to perform your obligations under these Terms. The foregoing restrictions do not apply to any information that: (i) is publicly disclosed through no fault of your own; (ii) is already lawfully in your possession and not subject to a confidentiality obligation to LastPass; (iii) becomes known to you from a third party having an apparent bona fide right to disclose the information; or (iv) is Confidential Information that you are obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided you supply LastPass with timely notice of such court order or subpoena. Furthermore, you will keep in confidence all passwords and/or other access information related to the APIs.
You hereby warrant to LastPass that you have all necessary authority to enter into and perform your obligations under these Terms without the consent of any third party or breach of any contract or agreement with any third party, and that the use by others of your applications, products, or services shall not violate the rights of any third party (e.g., copyright, patent, trademark, or other proprietary rights) or any applicable law or regulation. You hereby acknowledge and agree that the APIs are provided by LastPass on an “AS IS” and “AS AVAILABLE” basis. LASTPASS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LASTPASS MAKES NO WARRANTY THAT ANY OF THE APIs WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE APIs WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE; NOR DOES LASTPASS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APIs OR THAT ANY DEFECTS IN THE APIs WILL BE CORRECTED. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LASTPASS OR THROUGH THE APIs SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
8. Limitation on Liability.
IN NO EVENT SHALL LASTPASS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THESE TERMS, WHETHER DIRECT OR INDIRECT, INCLUDING BUT NOT LIMITED TO: (i) LOSS OF DATA; (ii) LOSS OF INCOME; (iii) LOSS OF OPPORTUNITY; (iv) LOST PROFITS; OR (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, AND WHETHER OR NOT LASTPASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LASTPASS’ LIABILITY HEREUNDER IS LIMITED TO $50.00.
You agree to defend, indemnify, and hold harmless LastPass and its affiliates, and their respective directors, officers, agents, employees, consultants, and partners, from and against any third party claim arising from or in any way related to your use of the APIs, any violation of these Terms by you, or any other actions related to your use of the APIs, including any liability or expense arising from claims, losses, damages (actual or consequential), suits, judgments, litigation costs and reasonable attorneys’ fees, of every kind and nature.
10. Choice of Law and Location for Resolving Disputes.
These Terms are governed by the laws of the State of Delaware, without regard for its conflict of laws provisions. Exclusive jurisdiction over and venue of any dispute arising out of or relating to these Terms will be in the appropriate state or federal courts of Delaware.