Terms of Service - API
Last Updated: August 13, 2024
These Apollo API Terms of Use ("Terms") govern your access and use of the APIs, including API access tokens or keys ("APIs") provided by Zenleads Inc. d/b/a Apollo.io, (“Apollo,” “we,” “our,” or “us”). By accessing or using the APIs in any way, you agree to comply with and be bound by these Terms. If you do not agree to these Terms, you should not access or use the APIs in any way.1. API Access
By accessing or using the APIs, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the APIs on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
2. License
Subject to your compliance with these Terms, any documentation that accompanies the APIs and any other agreements between you and Apollo (including, without limitation, any Order Form, Master Data Services Agreement, Apollo’s Terms of Service or a partnership agreement) (each an “Apollo Agreement”), Apollo grants you a non-exclusive, non-transferable, non-assignable revocable license to access and use the APIs solely for your internal business purposes (unless otherwise agreed in an Apollo Agreement). You may not sublicense, sell, or distribute (including but not limited to sharing) the APIs. In the event of any conflict between these Terms and the terms of any Apollo Agreement, the terms of the Apollo Agreement shall govern,
3. Third Party Access
You may not access the APIs via a third party’s API credentials or integrate the APIs with your product or services, unless Apollo has authorized or approved such access or integration.
4. Limits
Unless otherwise agreed in an Apollo Agreement, Apollo may set and enforce limits on the use of the APIs in Apollo’s sole discretion and may change the limits from time to time. You shall not attempt to exceed or circumvent limitations on access, calls, or other uses of the API, and shall not otherwise use the API in a manner that is excessive, abusive, or otherwise fails to comply with the API documentation, these Terms or any Apollo Agreement.
5. API Restrictions and Responsibilities
You shall not: (i) use any API to replicate or compete with any Apollo products or services, as determined by Apollo in its sole discretion; (ii) sell, access or sublicense the API for use by a third party; (iii) transmit any malware or other computer program that may damage, harmfully interfere with, surreptitiously intercept, or expropriate any system or data; (iv) reverse-engineer or attempt to extract the source code from the APIs or any other Apollo product or service; (v) attempt to gain unauthorized access to any systems or networks related to the APIs or to circumvent any authentication or security measures implemented by Apollo, (vi) make excessive or unreasonable requests to the APIs that could impair their proper functioning, as determined by Apollo in its sole discretion, or (vii) use the APIs in any manner that violates the terms of an Apollo Agreement.
6. Monitoring
Apollo may monitor your use of the APIs to ensure quality, improve Apollo’s products and services, and verify your compliance with these Terms and any Apollo Agreement. Upon Apollo’s request, you shall assist Apollo in such efforts by providing information about your use of the APIs.
7. Confidentiality
You shall keep confidential all API access credentials, passwords, and tokens, and shall prevent third parties from making unauthorized use of your credentials.
8. API Changes and Termination
Apollo may modify, suspend, or discontinue the APIs, or any part thereof, at any time without prior notice. We may also terminate your access to the APIs for any reason, including violation of these Terms or any Apollo Agreement. You may terminate your license under these Terms at any time by discontinuing your use of the APIs and related documentation.
9. Ownership
You acknowledge that Apollo owns all right, title, and interest in and to the APIs and any modifications thereto, including all intellectual property rights. These Terms do not grant you any rights to Apollo’s trademarks or other proprietary rights. You may choose to provide Apollo with suggestions, feedback, ideas, or other information regarding the APIs ("Feedback"). You acknowledge and agree that Apollo shall have the unrestricted right to use, modify, and incorporate any Feedback for any purpose, without any obligation to compensate you or maintain the confidentiality of such Feedback.
10. Disclaimers
YOUR USE OF THE APIS IS AT YOUR SOLE RISK. THE APIS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. APOLLO MAKES NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APIS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE, AND/OR NON-INFRINGEMENT. APOLLO DOES NOT WARRANT THAT THE APIS WILL BE UNINTERRUPTED, ERROR FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS OR ERRORS IN THE APIS WILL BE CORRECTED.
11. Limitation of Liability and Indemnities
TO THE EXTENT PERMITTED BY LAW, APOLLO SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM YOUR USE OF THE APIS. IN NO EVENT SHALL APOLLO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE APIS EXCEED ONE HUNDRED U.S. DOLLARS ($100).
12. Indemnities
You shall defend, indemnify, and hold harmless Apollo, its affiliates, and their respective directors, officers, employees, and agents from and against any and all indemnifiable claims, including damages, claims, actions, demands, suits, costs, liabilities, losses, and expenses (including reasonable attorney fees, disbursements, and court costs) arising out of or in any way related to: (i) your use of the APIs; or (ii) breach of these Terms.
13. Dispute Resolution and Governing Law
These Terms shall be governed in all respects by the laws of the State of California, without regard to its conflict of law provisions. Any claim or dispute either party may have against the other must be resolved by a court located in San Francisco County, California. You agree to submit to the personal jurisdiction (and venue) of the courts located within San Francisco County, California for the purpose of litigating all such claims or disputes.
14. Changes to Terms
Apollo reserves the right to modify or update these Terms at any time. Updates become binding upon posting. Your continued use of the APIs after the effective date of any changes constitutes your acceptance of any such changes.
15. Complete Agreement and Understanding
These Terms are the entire and exclusive understanding and agreement between us and you regarding the APIs. These Terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding such topics, provided that any modification in an Apollo Agreement shall govern and supersede any conflicting provision in these Terms.
16. Our Relationship With You
The relationship between you and us is that of independent contractors, and nothing in these Terms of Service shall be construed to create or imply any other relationship (such as a partnership or an employer/employee or agency relationship).
17. Assignment
We may assign these Terms at our discretion. You may not assign, sublicense or transfer these Terms (or our license grant to you herein) in whole or in part to anyone else.
18. Severability
If any provision of these Terms is determined by a court to be invalid, illegal or unenforceable, that determination will not affect the validity or enforceability of the remaining provisions of the Terms, and each provision shall be considered as separate, severable and distinct from each other.
19. Waiver
If we (or you) don't enforce any part of these Terms, it won't be considered a waiver. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced.
20. Survival
The provisions of these Terms that by their nature extend beyond the termination of this Agreement, including without limitation Sections 9, 10, 11, 12 and 13.
