ClickUp Developer Terms

Last Updated: July 16, 2024

Welcome to ClickUp’s developer program! These Developer Terms (the “Terms”), along with any other terms and policies incorporated by reference, are a binding agreement between Mango Technologies, Inc. DBA ClickUp (“we” or “ClickUp”) and the individual or entity registering as a developer on our Developer Platform (“you” or “Developer”). If you are an individual registering on the Developer Platform on behalf of your company, organization or other entity (for example, as an employee), then “you” or “Developer” means the entity and you are binding the entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms or use the Developer Platform. The Developer Platform is not intended for and may not be used by anyone under the age of 16.

By clicking on "I agree" (or a similar button) or by using or accessing the Developer Platform, you agree to be bound by these Terms.

1. Definitions

“API” means, collectively, ClickUp’s application program interfaces, software, and/or accompanying documentation or materials.
“App” or “Apps” means applications, plugins, extensions, or similar software that are designed to interoperate or otherwise integrate with ClickUp Products.
“ClickUp Products” means the cloud and installed software-as-a-service products provided by ClickUp to end users.
“Customer Data” means any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links, created tasks and associated information, text, files and other content or materials provided by end users to the ClickUp Products.
“Developer Platform” means ClickUp’s development platform and materials, including the API and SDK.
“End User Data” means any data, content or information of an end user that is accessed, collected or otherwise processed by you or your App in connection with use of the Developer Platform.
“End User Terms” means a legally adequate agreement governing end user use of your App.
“End User Privacy Policy” means a legally adequate privacy policy provided to each end user from whom you or your App collects, accesses, or otherwise processes End User Data.
“Laws” means all applicable laws, rules, regulations, and other requirements of local, state, and national governments to which you may be subject.
“SDK” means our software development kit or its accompanying documentation or materials.

2. Permissions

API License. Subject to your compliance with the Terms, ClickUp grants you a limited, non-transferable, nonexclusive, revocable royalty-free license, without a right to sublicense, to use the API to develop, implement, integrate, and interface your App with the ClickUp Services as defined in our Terms of Service and distribute Your App to end users that are also customers of ClickUp Service.
SDK License. Subject to your compliance with the Terms, ClickUp grants you a limited, non-transferrable, non-exclusive, revocable royalty-free license (a) without a right to sublicense, to download, install, and use the SDK to develop your App and if required by the functionality of your App to embed the ClickUp software contained in the SDK into your App that communicates with the Services; and (b) to distribute and sub-license the ClickUp software, only as embedded through use of the SDK, only as included in your App.
License Restrictions. Except as expressly authorized under these Terms, you may not: (a) use, copy, modify, display, distribute, transfer, or sublicense any portion of the Developer Platform; (b) make the functionality of the Developer Platform available to any third party through any means, including, without limitation, any hosting, application services provider, service bureau, or other type of service; or (c) use the ClickUp Marks (as defined in Section 8), anything confusingly similar or anything that may create a connotation of false-endorsement by ClickUp, in connection with any App created by you, or in a manner that creates a sense of endorsement, sponsorship, or false association with ClickUp. You acknowledge and agree that portions of the API, SDK and Services, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of ClickUp and its licensors. Accordingly, you agree not to disassemble, decompile, or otherwise reverse engineer the API, SDK or Services, in whole or in part, or to permit or authorize a third party to do so, except to the extent that such activities are expressly permitted by law notwithstanding this prohibition. All of your use rights in these Terms (including your rights to use ClickUp Marks below) are limited, non-exclusive, non-sublicensable and non-transferable. You may, however, permit your agents and contractors to exercise your use rights on your behalf, provided that you remain responsible for their compliance with these Terms.
Right to Review. You and your Apps must comply with the Developer Guidelines, including any and all applicable Design Guidelines. ClickUp reserves the right to review your compliance with the Developer Guidelines and our security, performance and other criteria. At ClickUp’s request, you will comply with our review process and provide us with reasonably requested information, including (if applicable) test accounts for your Apps, which we will only use for purposes of such review. ClickUp may change its review processes at any time.

3. API Access Requirements.

Each App must maintain absolute compatibility with the API in order to be granted access to the API and Services, including by (a) applying all SDK and API updates provided by ClickUp, (b) providing all functionalities identified as critical by ClickUp, and (c) supporting any standards (including encryption standards) required by ClickUp. You agree to abide by any limitations on access, calls, or use of the API or Services (any “Service Limits”) that may be set by ClickUp and will not attempt to circumvent such Service Limits without the separate prior written consent of ClickUp. You may not use or access the API or Services for the purposes of monitoring the availability, performance, or functionality of the API or Services or for any other benchmarking or competitive purpose.

4. Updates and Support.

lickUp may maintain, support, update, or provide error corrections for the API or SDK, or to end users of Apps; however, we have no obligation to do so. If ClickUp provides you with an update or maintenance release for the API or SDK, such update or release will be subject to the terms and conditions of these Terms unless you receive a separate license from ClickUp for that update or release that expressly supersedes these Terms.

5. Your Responsibilities.

General Responsibilities. Without limiting your express obligations in these Terms, you are solely responsible, at your own expense, for how you develop, operate and support your Apps and for your own relationships with end users.
End Use. Use of ClickUp Products requires each end user to have a valid license or subscription with ClickUp subject to the applicable ClickUp Customer Agreement. You will not facilitate or encourage any end user to violate any ClickUp Customer Agreement or interfere with any end user's review or acceptance of any ClickUp Customer Agreement. If you or your Apps send any data to ClickUp Products on an end user's behalf, ClickUp's processing of that data will be subject to the applicable ClickUp Customer Agreement governing such applicable end user's use of the ClickUp Products (except as provided above regarding Forge Apps).
No Resale. These Terms do not grant you the right to distribute or resell ClickUp Products or to create any binding commitment on behalf of ClickUp. In addition, you may not directly or indirectly charge end users for use of, or access to, the functionality of the ClickUp Products or Developer Platform (but this does not limit you from charging a standard overall fee for your Apps).
Representations and Warranties. You represent and warrant that: (a) you have full power and authority to enter into and perform these Terms and to use your Apps without violating any other agreement; (b) your Apps and their use will not violate any Laws or third party rights (including intellectual property rights and rights of privacy or publicity); (c) all information you provide to ClickUp is and will be true, accurate and complete and (d) you will not interfere with ClickUp's business practices or the way in which it licenses or distributes the ClickUp Products or Developer Platform. You may not suggest any affiliation with ClickUp, including any suggestion that ClickUp sponsors, endorses or guarantees your Apps, except for the Developer Platform integration relationship expressly contemplated in these Terms. You may not make any representations, warranties or commitments regarding ClickUp or ClickUp Products or on behalf of ClickUp.
End User Terms and Privacy Policy. You must ensure end users agree to your End User Terms, which must (i) be at least as protective of ClickUp’s proprietary rights in the Developer Platform as these Terms, including without limitation terms for ClickUp’s benefit regarding (a) restrictions on reverse engineering (to the maximum extent permitted by applicable law); (b) disclaimer of warranties; and (c) limitation of liability; and (ii) comply with all Laws. You must provide a clear, complete, and conspicuous End User Privacy Policy which notifies end users that you (and not ClickUp) are responsible for the privacy, security, and integrity of any End User Data processed by you or your App. Your End User Privacy Policy must provide clear and complete information to end users regarding your access, collection, and processing of End User Data, with whom you share End User Data, and in which country or countries the End User Data will be stored (along with any other disclosures required by Laws). You must comply with the terms and conditions of your End User Terms and End User Privacy Policy, and promptly notify end users and ClickUp of any material changes to it.

6. End User Data Security.

Data Collection. In connection with your use of the API, we may provide you with access to data or information (including personal data) associated with your Apps, and you may also collect other information, content, Customer Data or any other data from the end users who have installed your App, either as part of the App’s performance and activities, or data you collect from the end users in connection with their usage of the App or any other lawful reason, which may include personal data. Any data, content, Customer Data or information provided or collected pursuant to this Section 5(a) is collectively “End User Data“.
Use of End User Data. You agree that you will: (i) use, process, share, transfer and limit data collected from API calls to End User Data only as has been specifically authorized by the end user or that is necessary and lawfully authorized for usage for the purposes of providing and improving the functionality of your App, all as specifically detailed in your Privacy Policy or any other Data Protection Agreement with the end user, governing your collection and use of the End User Data; and (ii) treat, store, transmit, use, or otherwise process the End User Data only in accordance with this Agreement, your Privacy Policy and your agreements with each respective end users and all applicable laws, rules, regulations, orders, and other requirements of governmental agencies the “Laws“); and (iii) comply with any and all data subject rights of the end users, including without limitation, the right to delete, rescind and review the End User Data. ClickUp shall not be liable for, or have any responsibility in connection with, End User Data processed, used, shared or transferred by you or your App. You may not sell any End User Data or use End User Data to train artificial intelligence or machine learning models without express permission from each End User affected.
End User Communications. You may use End User Data to communicate directly with end users only where the communication is with technical or billing contacts, required by Laws, or as consented to or requested by the end user. You may not under any circumstances send marketing messages to end users within any user experience integrated with ClickUp Products without ClickUp’s express written consent, which may be withheld in our sole and absolute discretion.
Security. You shall maintain and handle all End User Data in accordance with: (i) privacy and security measures adequate to preserve its confidentiality and security and (ii) all applicable Laws. You agree to implement appropriate technical and organizational measures (1) to ensure a level of security appropriate for the processing operations you undertake, and (2) that are, in any case, no less than measures consistent with industry standard practices. In addition, you shall adhere to the security requirements set forth in the enclosed Addendum 1 and any other requirements provided to you by ClickUp.
Security Incidents. In the event of any actual, alleged or suspected (i) unauthorized access, acquisition, use, disclosure, modification, loss or destruction of End User Data, whether intentional or accidental, (ii) security vulnerability or compromise of an App, or (iii) an issue that materially degrades ClickUp’s systems or networks (collectively, an “Incident”), you shall promptly notify ClickUp, and in no event later than 24 hours of first being aware of such Incident except where prohibited by Law, and such notification must be prior to any notification to the end users. At our request, you will provide ClickUp with further information and prompt assistance related to the Incident, including information regarding how it may affect ClickUp and the end users. You shall investigate and remediate the Incidence, at your sole expense, in accordance with all applicable Laws and contractual obligations, including notification obligations, and you shall fully indemnify ClickUp for any cost, expense or damage that ClickUp may incur in connection with such Incident. You must ensure that you have an updated contact name and contact information in your developer account for Security Incidents.
Deletion of End User Data upon App Deactivation. When we or an end user de-authorizes, deactivates, uninstalls or otherwise terminates an App, you shall either: (1) permanently delete all End User Data and any meta-data that was collected, transmitted, created or received by the App, within 10 days; or (2) Obtain express, written consent from the end user to retain End User Data longer than 10 days, provided such consent is clear and explicit. In the event that you retain End User Data, you must continue to maintain the such End User Data according to the your Privacy Policy and the EULA with the end user and continue to maintain any security measures that were in effect at the time of collection. End User Data must be deleted at any time an end user withdraws their consent to the collection and use of the End User Data. You must notify ClickUp at marketplace@clickup.com of your compliance with End User Data deletion or when further consent is obtained from the end user.

7. Ownership.

The Developer Platform is licensed, not sold, and ClickUp retains ownership thereof, including all intellectual property rights therein and in the ClickUp Marks (as defined in Section 8(a)), and reserves all rights not expressly granted to you in these Terms. ClickUp does not claim ownership of your Apps and you reserve all rights not expressly granted in these Terms, including any goodwill associated with Your Marks (as defined in Section 8(b)). Providing feedback, comments or suggestions about the Developer Platform ("Feedback") to ClickUp is wholly voluntary. ClickUp may freely use Feedback for any purpose without restriction or limitation.

8. Use of Marks

ClickUp’s Marks. Subject to these Terms, you may use the appropriate ClickUp names, logos and trademarks (collectively, the “ClickUp Marks”) to promote your Apps. Your use of ClickUp Marks must comply with the ClickUp Trademark Guidelines (available at https://clickup.com/brand) and any other guidance provided by ClickUp. Without limiting ClickUp's other termination rights, you must promptly cease any use of ClickUp Marks identified by ClickUp as problematic in ClickUp’s sole and absolute discretion. You may not register any domain name containing ClickUp Marks, the word "ClickUp" or the name of any ClickUp Product (or anything confusingly similar) and if you have done so you agree to transfer ownership of the domain name to ClickUp at no charge. You also agree not to contest the validity of ownership of any ClickUp Marks. You receive no other rights to ClickUp Marks under these Terms. All goodwill arising from use of ClickUp Marks inures to ClickUp.
Your Marks. If you make available your Apps to third party end users, ClickUp may (but is not obligated to) use your name, logos and other trademarks (collectively, “Your Marks”), including those related to your Apps to identify you as an ClickUp developer and to promote your Apps and ClickUp Products.

9. Term and Termination

Term. These Terms remain in effect until terminated.
By You. You may terminate these Terms at any time by ceasing all use of the Developer Platform and any relevant developer credentials.
By ClickUp. ClickUp may terminate these Terms without liability or obligation to you (a) for any or no reason upon thirty (30) days' notice to you or (b) if you breach any provision of these Terms and do not cure such breach within fifteen (15) days after written notice of the breach (or immediately in ClickUp's discretion in case of willful or significant breaches). ClickUp may also suspend your use of the Developer Platform (including the use of any Apps) or terminate these Terms immediately if ClickUp is required to do so by Law, if ClickUp ceases to offer the Developer Platform, ClickUp Products or its developer program or if ClickUp determines that continuing under these Terms could result in legal or business liability or cause harm to its products, services, reputation or users.
Effect of Termination. Upon any suspension or termination, you must cease using the Developer Platform and ClickUp Marks and, at ClickUp's request, return or destroy all Confidential Information. Sections 5 (Your Responsibilities), 6 (End User Data Security), 7 (Ownership), 8(b) (Your Marks), and 9 (Termination) through 18 (General) will survive any termination of these Terms. After termination, you will have no further access to any ClickUp developer website or portal or to any data or content that you submitted to ClickUp relating to the Developer Platform.

10. Indemnification.

You will indemnify, defend (at ClickUp’s request) and hold harmless ClickUp and its affiliates and their respective directors, officers, employees, agents, contractors, end users and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys' fees), damages or liabilities based on or arising from (a) your Apps, (b) your use of the Developer Platform, (c) your relationships or interactions with any end users or third party distributors of your Apps or (d) your breach or alleged breach of these Terms. ClickUp may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without ClickUp’s prior written consent (not to be unreasonably withheld).

11. Disclaimer of Warranties.

THE DEVELOPER PLATFORM, INCLUDING THE API AND SDK, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. CLICKUP EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE RELATIVE TO THE API OR SDK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TEMS.

12. Limitation of Liability.

TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL CLICKUP BE LIABLE (A) FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOST DATA), EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR (B) IN ANY EVENT, FOR ANY DAMAGES OR LIABILITIES EXCEEDING ONE HUNDRED U.S. DOLLARS ($100). NOTWITHSTANDING ANYTHING TO THE CONTRARY, CLICKUP HAS NO WARRANTY, SERVICE LEVEL, SUPPORT, SECURITY, INDEMNIFICATION OR OTHER OBLIGATION OR LIABILITY WITH RESPECT TO YOUR APPS OR THEIR COMBINATION, INTERACTION OR USE WITH THE DEVELOPER PLATFORM OR ANY CLICKUP PRODUCTS OR END USER DATA.

13. Confidentiality.

"Confidential Information" means non-public elements of the Developer Platform and any other information disclosed by ClickUp that is marked as confidential or proprietary or that you should reasonably understand to be confidential or proprietary. Confidential Information does not include any information that: (a) is or becomes generally known to the public; (b) was known to you before its disclosure hereunder or (c) is received from a third party, in each case without breach of an obligation owed to ClickUp or anyone else. You will (i) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not divulge it to any third party and (ii) only use Confidential Information to fulfill your obligations under this Agreement. If you are compelled by law to disclose Confidential Information, you must provide ClickUp with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at ClickUp's cost, if ClickUp wishes to contest the disclosure. In the event of actual or threatened breach of this Section 13, ClickUp shall have the right, in addition to any other remedies available to it, to seek injunctive relief to protect its Confidential Information, it being specifically acknowledged by the parties that other available remedies may be inadequate. ClickUp develops its own products and services and works with many other partners and developers, and either ClickUp or these third parties could in the future develop (or already have developed) products, concepts or ideas similar to your or your Apps. Nothing limits ClickUp or such third parties from doing so, and ClickUp has no confidentiality obligations for information you submit in connection with these Terms.

14. Changes to Terms.

ClickUp may modify these Terms at any time and in its sole discretion by providing you with written notice of such modification, including by posting the new terms on the ClickUp website. If any noticed modification to these Terms is unacceptable to you, your sole recourse will be to terminate these Terms in accordance with Section 9 (Termination). Your access and/or use of the Developer Platform after receiving such notice will constitute your acceptance of the noticed modifications.

15. Export Restrictions.

The Developer Platform is subject to export restrictions by the United States government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Developer Platform. You shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the Developer Platform or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department's Denied Persons, Entity or Unverified Lists or the U.S. Treasury Department's list of Specially Designated Nationals and Consolidated Sanctions list (collectively, "Prohibited Persons"); (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that (i) you are not located in, under the control of or a national or resident of any such prohibited country and (ii) you are not a Prohibited Person nor owned, controlled by or acting on behalf of a Prohibited Person. You agree not to use the Developer Platform for any prohibited end use, including to support any nuclear, chemical or biological weapons proliferation, or missile technology, without the prior permission of the United States government.

16. Open-Source Software.

Certain distributed code in the Developer Platform (including the API and SDK) may be licensed under or include components subject to "open source" software terms ("OSS"). To the extent applicable, ClickUp will identify OSS included in the Developer Platform in or through the Developer Platform itself. The OSS licenses may grant you additional rights to the OSS code itself and allow you to use the OSS outside of our Developer Platform. However, when you use the OSS as part of the Developer Platform, you must comply with these Terms.

17. Governing Law and Jurisdiction.

These Terms will be governed by and construed in accordance with the laws of the State of California, excluding conflicts of law rules and principles. Each party submits to the personal and exclusive jurisdiction of the federal or state courts for San Diego County, California. Both you and ClickUp mutually agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

18. General.

These Terms are written in English, and may be translated into other languages for your convenience. If a translated (non-English) version of these Terms conflicts in any way with the English version, the provisions of the English version will prevail. These Terms are the parties' entire agreement and supersede any prior or contemporaneous agreements relating to its subject matter. Except as set forth in Section 14 (Changes to Terms), all amendments or modifications must be in writing and signed by both parties. The words "including" and similar terms are to be construed without limitation. Failure to enforce any provision is not a waiver and all waivers must be in writing. If any provision of these Terms is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of these Terms remain in effect. You may not assign, transfer or delegate any right or obligations under these Terms without ClickUp’s prior written approval, which may be withheld in its sole and absolute discretion. ClickUp may assign these Terms and its rights and obligations to any of its affiliates or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities to which these Terms relate. Subject to the foregoing conditions, this Terms will bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized herein will be null and void. Notices must be in writing and will be deemed given when delivered. ClickUp may provide notice to the email or physical address provided by you or through ClickUp's developer website. Your notices to ClickUp must be given by post to Mango Technologies, Inc. DBA ClickUp, 350 Tenth Ave. Suite 500, San Diego, CA United States, Attn: General Counsel, with a copy sent via email to legal@clickup.com. The parties are independent contractors and these Terms do not create any agency, partnership or joint venture. There are no third party beneficiaries to these Terms. ClickUp will not be liable to you for any delay or failure to perform any obligation under these Terms if the delay or failure is due to unforeseen events that are beyond its reasonable control. The Developer Platform and ClickUp Products are commercial computer software. If the user or licensee of such technology is an agency, department or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure or transfer of such technology, or any related documentation of any kind, including technical data and manuals, is restricted by these Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Developer Platform and ClickUp Products were developed fully at private expense. All other use is prohibited.