LAST UPDATED: NOVEMBER 3, 2014
Postmates Inc. (“Postmates” or “we”) operates an on-demand delivery platform through our applications and websites (the “Postmates Service”) to power on-demand delivery of goods in our cities. We have developed an application programming interface (the “Postmates API”) and other technical documentation and materials (the “API Materials”) to allow you to develop your own websites or applications that can be used with the Postmates API to fulfill deliveries for your own services and products (an “Application”).
Postmates reserves the right to modify these API Terms at any time without prior notification, so please review this page periodically for changes. You must agree upon and abide by these changes accordingly, and any use of the Postmates API and Postmates Service at any time constitutes full acceptance of the API Terms.
In consideration of the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree to the foregoing and as follows:
2. API LICENSE.
- API License from Postmates. Subject to these API Terms, Postmates hereby grants you a limited, non-exclusive, non-sublicensable and non-transferable license to access and use the Postmates API in accordance with the API Materials and to use the API Materials, in each case, solely for the purposes of: (i) developing and testing the application and websites for use with the Postmates API; (ii) obtaining data made available by Postmates through the Postmates API (“Postmates Data”) for use by you in accordance with this Agreement; and (iii) providing data to Postmates through the API (“Partner Data” and together with Postmates Data, “Data”) for use by Postmates in accordance with this Agreement.
- License Restrictions. You will not and will not allow any of your directors, officers, employees, agents or contractors (collectively, “Personnel”) to: (i) reverse engineer, disassemble, decompile or otherwise attempt to derive the source code or the underlying ideas, algorithms, structure or organization of the Postmates API or any Postmates Service, or any part of any of the foregoing; (ii) sublicense, transfer, distribute or otherwise make available the Postmates API or any API Materials or Postmates Service, or any part of any of the foregoing, in any form; (iii) lease, loan or sell the Postmates API or any API Materials or the Postmates Service, or any part of the foregoing; (iv) create derivative works of or otherwise modify the Postmates API or any API Materials or Postmates Service, or any part of any of the foregoing; (v) make any copies of the Postmates API or any API Materials, or any part of any of the foregoing, in any form; or (vi) attempt to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Postmates API or any Postmates Service, including without limitation, any such mechanism used to restrict or control the functionality of any of the foregoing.
- Reservation of Rights. Postmates does not grant you any rights in or to the Postmates API, API Materials and Postmates Service except as expressly set forth in Section 2(a) above, and as between the Parties, Postmates owns and retains ownership of the Postmates API, API Materials and Postmates Service, including any and all rights under patent law, copyright law, trade secret law, trademark law and any and all other proprietary rights (“Intellectual Property Rights”).
- Partner Data. Subject to the terms and conditions of the API Terms you hereby grant Postmates and its contractors a non-exclusive, non-sublicensable and non-transferable worldwide right to use the Partner Data (i) in connection with providing the Postmates Service in accordance with the API Terms; and (ii) to understand and analyze the usage trends and preferences of users to improve the Postmates Service, and to develop new products, services, feature, and functionality.
- Postmates Data. Subject to the terms and conditions of the API Terms, Postmates hereby grants you a non-exclusive, non-sublicensable and non-transferable worldwide right to use the Postmates Data solely as necessary to fulfil its customer orders and for internal business purposes.
- Reservation of Rights. As between Postmates and you, Postmates retains the sole and exclusive title in and to all Postmates Data, and you retain the sole and exclusive title in and to all Partner Data.
- Data Protection.
- Postmates will not use the Partner Data for any purposes other than as expressly permitted in Section 3(a). You will not use the Postmates Data for any purposes other than as expressly permitted in Section (3)(b). Except as expressly set forth in this Section 3, each Party shall not make available, display, disclose, transfer, sell, rent, or lease any of the other Party’s Data, without the other Party’s express written consent.
- When you collect data from or regarding individuals or their devices, and such data constitutes part of the Data (“User Data”), you shall obtain each applicable individual’s prior permission for the collection of the User Data, as well as the use and sharing of such User Data pursuant to the provisions of this Agreement.
- Each Party shall implement reasonable security measures to safeguard the other Party’s Data.
- Each Party reserves the right to require the other Party to delete the first Party’s Data if the other Party violates the API Terms.
4. PARTIES’ OBLIGATIONS.
- Partner Obligations. You agree to perform the obligations as set forth in the Partner Policies and Rules of Conduct, which are incorporated into these API Terms.
- Mutual Obligations. Each Party agrees:
- not to perform any action with the intent of introducing to the other Party’s systems, products or services any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.
- in connection with its performance of the API Terms, not to defame, abuse, harass, stalk or threaten others or promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.
- to conduct business in a manner that does not reflect negatively on the other Party and its products and services.
- not to make any statement that suggests partnership with, sponsorship by or endorsement by the other Party without the other Party’s prior written approval.
- not to use web scraping, web harvesting, or web data extraction methods to extract data from the other Party.
5. FEES AND PAYMENT.
- Fees and Payment Terms. You will pay Postmates fees for the Postmates Service in accordance with API Pricing Policy, which is incorporated in these API Terms
- Taxes. You will be responsible for and to pay, or to reimburse Postmates on written request, if Postmates is required to pay or collect, any sales, use, VAT, excise, export or other tax, duty or other charge of any kind or nature (excluding any tax that is based on Postmates’s net income) that is levied or imposed by any governmental authority on the use of the Postmates Service or any portion thereof.
6. CONFIDENTIAL INFORMATION.
“Confidential Information” shall mean any information relating to or disclosed in connection with the API Terms and the use of the Postmates API, which is or should be reasonably understood to be confidential or proprietary to Postmates, including, but not limited to, technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, projections, and marketing data.
- Non-Use and Non-Disclosure. You agree that, unless Postmates gives its prior written authorization, you shall: (a) not use the Confidential Information for any other purpose other than for use of the Postmates API and Postmates Service; or (b) not disclose any such Confidential Information to any person or entity except your directors, officers, employees and contractors who are required to have such Confidential Information in order to implement and use the Postmates API and Postmates Service and who are bound by confidentiality obligations protecting the Confidential Information similar to the provisions hereof.
- Maintenance of Confidentiality. You shall prevent the unauthorized access, use, disclosure, dissemination or publication of the Confidential Information with the same degree of care that you use to protect your own confidential information of a similar nature, but no less than a reasonable degree of care. You agree to notify Postmates in writing of any misuse or misappropriation of the Confidential Information which may come to your attention.
- Compelled Disclosure. If you become legally obligated to disclose Confidential Information by any governmental entity with jurisdiction over it, to the extent permitted by law, youshall give Postmates prompt written notice of such obligations sufficient to allow Postmates the opportunity to pursue its legal and equitable remedies (including but not limited to making an application for a protective order) regarding such potential disclosure. You agree to: (a) assert the confidential nature of such Confidential Information to the governmental entities; (b) disclose only such Confidential Information as is required to be disclosed by law; (c) use its commercially reasonable efforts to obtain confidential treatment for any such Confidential Information that is so disclosed; and (d) provide reasonable assistance to Postmates in protecting such disclosure.
- Return of Materials. All documents and other tangible objects containing or representing Confidential Information that have been disclosed by Postmates, and all copies or extracts thereof or notes derived therefrom that are in your possession, shall be and remain the property of Postmates and shall be promptly returned to Postmates or destroyed (with proof of such destruction), each upon Postmates written request.
7. TERM AND TERMINATION.
You may terminate these API Terms at any time by ceasing all use of the Postmates API and API Materials and deleting all copies of the Postmates API Materials (including all Postmates Data) in your possession or control. We may immediately revoke your use of the Postmates API without notice if that use violates any of these API Terms or if we otherwise object to your use of the Postmates API. We may also terminate any rights granted hereunder, or may add or remove functionalities or features of the Postmates API, at any time and for any reason at our discretion. We will not be liable to you or any third party for any costs or damages as a result of termination of this agreement. Sections 1, 2(b), 2(c), 3(c), 3(d), 4(a), 5(b), 6, 7(a), 8, 9(b), 10, and 11 shall survive any termination or expiration of this Agreement.
- Partner Indemnity. You shall defend Postmates, its subsidiaries, affiliates, officers, directors and employees (“Postmates Indemnified Parties”), individually and collectively, against or at your discretion, settle any claims, suits, actions or proceedings (“Claims”) brought against the Postmates Indemnified Parties by a third party to the extent arising from: (i) your use of the Postmates API, API Materials, Postmates Data or Postmates Service except as expressly allowed by the API Terms; or (ii) your breach of Section 3(d) (Data Protection); or (iii) any claim that the Application, or any part thereof, infringes any third party Intellectual Property Rights. You shall pay any settlement amounts agreed by you or damages finally awarded to such third party in such Claims.
- Procedure. You shall provide Postmates: (i) prompt written notice of any Claim subject to your indemnification obligation, (ii) exclusive control over the defense and settlement of such Claim, and (iii) at your sole expense, proper and full information and assistance to settle or defend any such Claim. No settlement of such Claim that involves a remedy other than the payment of money by you shall be entered into without the written consent of Postmates.
9. WARRANTIES AND DISCLAIMER.
- Warranties. Each Party represents and warrants to the other Party that: (i) it has the necessary corporate power and authority to enter into and perform this agreement; (ii) it will comply with all applicable laws, rules and regulations (including without limitation data protection and privacy laws and regulations) in the exercise of its rights and obligations under this agreement; and (iii) it will make no false or misleading representations with respect to the other Party or its products or services.
- DISCLAIMER. THE POSTMATES API, API MATERIALS, POSTMATES DATA AND POSTMATES SERVICE, ALONG WITH OTHER MATERIALS PROVIDED BY POSTMATES IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9(A) ABOVE, POSTMATES, ON BEHALF OF ITSELF AND ITS SUPPLIERS, disclaims all warranties and conditions of any kind, whether express, implied or statutory, including, but not limited to, the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement. Neither Postmates nor any of its licensors guarantees the availability, accuracy, completeness, reliability, or timeliness of any data or information AVAILABLE THROUGH THE API OR API MATERIALS.
- Product Damage or Lost Product. Postmates will pay you the out-of-pocket expense that you incur for replacement or repair, at Postmates’s discretion, of each item to be delivered by Postmates that is lost or damaged while in the possession of or under the control of Postmates or any third-party engaged by Postmates to perform the Postmates Service, or due to any performance or failure to perform such Postmates Services. Notwithstanding the foregoing, in no case shall Postmates pay more than $100.00 per delivery pursuant to this provision, and the burden of proving the applicability of this provision rests upon you.
- Exclusions. Postmates will not be liable for any loss or damage to the extent such loss or damage results from an act or omission of you, one of your vendors, employees, contractors, agents, customers, or any business invitee on your premises.
10. LIMITATION OF LIABILITY.
EXCEPT FOR A BREACH OF SECTION 6 (CONFIDENTIAL INFORMATION) AND AMOUNTS PAYABLE TO THIRD PARTIES UNDER SECTION 8 (INDEMNIFICATION), EACH PARTY WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. IN NO EVENT SHALL POSTMATES’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT FOR ALL DAMAGES EXCEED THE AMOUNT OF FEES PAID BY YOU IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURANCE OF THE CLAIM. NO POSTMATES PERSONNEL SHALL HAVE ANY LIABILITY TO YOU PURSUANT TO THIS AGREEMENT.
- Entire Agreement. This Agreement, including all rules, policies and procedures incorporated herein by reference, constitutes the entire legal agreement between the Parties with respect to the Postmates Service.
- Drafting. No ambiguity will be construed against any Party based upon a claim that that Party drafted the ambiguous language.
- Severability. If any provision of this agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be removed from this agreement without affecting the rest of this agreement. The remaining provisions of this agreement will continue to be valid and enforceable.
- No Waiver. The waiver by either Party of any breach of this agreement does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation under this agreement will not be a waiver of such Party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this agreement.
- Assignability. This agreement may not be delegated, assigned or transferred, in whole or in part, by you without prior written approval of Postmates. Postmates may assign or otherwise transfer this agreement in connection with a reorganization, consolidation, change of control, merger, acquisition or sale of substantially all of its assets that relate to this agreement. Any assignment in violation of the foregoing shall be null and void.
- Governing Law; Venue. This agreement, and all the rights and duties of the Parties arising from or relating in any way to the subject matter of this agreement or the transaction(s) contemplated by it, will be governed by, construed and enforced in accordance with the law of the State of California, without regard to any conflict of laws provisions that would refer to and apply the substantive laws of another jurisdiction. Any suit or proceeding relating to this agreement will be brought only in the state courts located in Santa Clara County or federal courts located in the Northern District of California. Each of the Parties consent to the exclusive personal jurisdiction and venue of such courts.
- Force Majeure. A Party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.