ClickUp Integration Manager Additional Terms

These ClickUp Integration Manager Additional Terms (“ClickUp Integration Manager Terms”) apply to your access and use of the ClickUp Integration Manager, and form a part of the Terms Of Use or the Master Services Agreement, as applicable, between you and ClickUp (the “Agreement”). Any capitalized terms used but not otherwise defined herein have the meaning set forth in the Agreement. References to “Customer Data” in these ClickUp Integration Manager Terms shall also mean User Content for purposes of the Terms of Use. To the extent these ClickUp Integration Manager Terms conflict with the Agreement, these terms shall take precedence only with respect to the ClickUp Integration Manager.

“ClickUp Integration Manager” means the tools, features, or functionality made available to you by ClickUp to enable you to connect and interoperate third-party applications with your instance of the ClickUp platform.

Use of the ClickUp Integration Manager; Rights Granted. ClickUp and its service providers, as applicable, shall own and retain all right, title, and interest in and to the ClickUp Integration Manager and all derivatives, features, modifications and updates thereto. Subject to Customer’s compliance with the provisions of the Agreement and these ClickUp Integration Manager Terms, you will have a worldwide, non-exclusive, non-transferable, non-sublicensable and revocable right to use the ClickUp Integration Manager solely for your internal business operations. You shall ensure that all users in your Workspace comply with the provisions and conditions of these ClickUp Integration Manager Terms and you agree that you will be fully responsible for all of such users' activity in connection with the ClickUp Integration Manager.

ClickUp Integration Manager Use Restrictions. You will not, and will not authorize any third party (including your users) to, directly or indirectly: (i) interfere or attempt to interfere with the proper working of the ClickUp Integration Manager or any other user’s use of the ClickUp Integration Manager, including through abuse of server capacity; (ii) use the ClickUp Integration Manager for any fraudulent or unlawful purpose; (iii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the ClickUp Integration Manager or any software or data related to the ClickUp Integration Manager, provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable statute; (iv) copy, alter, modify, or create derivative works of the ClickUp Integration Manager or any software, source code, object code or underlying structure, ideas or algorithms, or documentation related to the ClickUp Integration Manager, or otherwise use the ClickUp Integration Manager in any way that violates the use restrictions contained in the Agreement or these ClickUp Integration Manager Terms, including building any products or services that are competitive to the ClickUp Integration Manager, or using similar ideas, features, functions of the ClickUp Integration Manager; (v) sell, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the ClickUp Integration Manager; (vi) remove or otherwise alter any proprietary notices or labels from the ClickUp Integration Manager or any portion thereof; (vii) bypass any measures ClickUp and/or its service providers may use to prevent or restrict access to the ClickUp Integration Manager (or other accounts, computer systems or networks connected to the ClickUp Integration Manager); (viii) scan or test vulnerability of the ClickUp Integration Manager or related products and services without ClickUp's prior written consent; or (ix) use the ClickUp Integration Manager in violation of any applicable local, state, national and foreign laws, treaty or regulation, including any export control, sanctions regulations or other laws and regulations of the United States or any other relevant jurisdiction, or a third party’s proprietary or contractual rights. You may not use the ClickUp Integration Manager if you are acting on behalf of an integration platform service provider.

Feedback. You hereby grant to ClickUp and its service providers (as applicable) a royalty free, worldwide, perpetual, and irrevocable license to use any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you relating to the ClickUp Integration Manager, including any features or functionalities thereof, without the obligation to report on such use and without any other restrictions.

Third-Party Applications. You are solely responsible for acquiring the licenses, and accepting and complying with the applicable terms and conditions and privacy policies of any third party applications connected to ClickUp via the ClickUp Integration Manager. You are solely responsible for your own use, and any data loss or other losses you may suffer as a result of using such third-party applications. ClickUp and its service providers hereby disclaim any liability whatsoever arising from your use of such third-party applications. ClickUp does not guarantee compatibility with any third-party application and ClickUp is not responsible for any changes in the third-party applications which might interrupt your use or interaction with the ClickUp Integration Manager.

Indemnification. You shall defend, indemnify and hold harmless ClickUp, its affiliates and each of its and its affiliates’ officers, directors, agents and employees from all liabilities, claims, and expenses (including reasonable attorneys’ fees) that arise from or relate to any third party claim (i) alleging that any Customer Data infringes or misappropriates such third party’s intellectual property rights, proprietary rights or any applicable law, or (ii) arising from your use of the ClickUp Integration Manager in violation of these ClickUp Integration Manager Terms or applicable law.

LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES THAT RESULT FROM THESE CLICKUP INTEGRATION PLATFORM TERMS, EVEN IF SUCH PARTY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ANY OF CLICKUP'S SERVICE PROVIDERS' TOTAL LIABILITY FOR ANY CLAIMS MADE UNDER THESE CLICKUP INTEGRATION PLATFORM TERMS EXCEED US$100.

Termination and Suspension. Your access to, or use of, the ClickUp Integration Manager (including all of your rights granted in these ClickUp Integration Manager Terms) may be terminated and/or suspended By ClickUp and/or our service providers if: (a) you and/or any of your users are in breach of these ClickUp Integration Manager Terms, or otherwise engaging in any actions that threaten the security, integrity, availability or stability of the ClickUp Integration Manager or (b) in the event that ClickUp ceases offering the ClickUp Integration Manager via its relevant service providers.

Last updated: December 18, 2023

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