Last revised: March 30, 2022
By accessing or using our APIs and other developer services (together, the “APIs”), you are agreeing to the terms below (the "Terms”). If You are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to Vanta that You have the authority to bind such Entity and its Affiliates to these Terms, in which case the terms “Licensee”, “You”, “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept this Agreement and may not access nor use the API. Capitalized terms used but not defined herein have the meaning ascribed to them in https://www.vanta.com/terms.
The APIs are designed to help You enhance Your websites and applications ("API Client(s)"). YOU AGREE THAT VANTA MAY MONITOR USE OF THE APIS TO ENSURE QUALITY, IMPROVE VANTA PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS.
Subject to these Terms, including the restrictions set forth below, Vanta grants to Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to: use and make calls to the API solely for use by Licensee in connection with the Services. In order to use and access the API, Licensee must obtain API credentials (a “Token”). Licensee may not share its Token with any third party except as expressly permitted by the Vanta platform, shall keep such Token and all Login information secure, and shall use the Token as Licensee’s sole means of accessing the API. Licensee’s use of the APIs shall not substantially replicate products or services offered by Vanta. Licensee will respect and comply with the technical and policy-implemented limitations of the API and the restrictions of these Terms in using the APIs. Without limiting the foregoing, Licensee shall not intentionally violate any explicit rate limitations on calling or otherwise utilizing an API.
You will not: (a) “frame,” distribute, resell, or permit access to the APIs by any third party other than as allowed by the features and functionality of the Services; (b) use the APIs in violation of applicable laws (including without limitation laws regarding the import or export of data or software, privacy, and local laws), or to encourage or promote illegal activity or violation of third party rights; (c) interfere with, disrupt, or gain unauthorized access to the APIs; (d) successfully or otherwise, attempt to: reverse engineer, discover the underlying source code or structure of, or copy the APIs; (e) transfer to the APIs or otherwise use on the APIs any code, exploit, or undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm or provide unauthorized access to the APIs; (f) provide access to the APIs to an individual associated with a Vanta Competitor; or (g) extract information from the APIs in furtherance of competing with Vanta. A “Vanta Competitor” is any entity that provides the same or similar goods and services to those provided to Vanta, as would be determined by a commercially reasonable individual.
Our communications to You and our APIs constitute Vanta confidential information. Vanta confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. You agree that You will not disclose it to any third party without Vanta's prior written consent.
EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, VANTA DOES NOT MAKE ANY SPECIFIC PROMISES ABOUT THE APIS. FOR EXAMPLE, WE DON'T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIS, THE SPECIFIC FUNCTIONS OF THE APIS, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE APIS "AS IS". EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.
WHEN PERMITTED BY LAW, VANTA WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES RELATED TO THE APIS.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF VANTA FOR ANY CLAIM REGARDING THE APIS, INCLUDING FOR ANY IMPLIED WARRANTIES, SHALL IN NO EVENT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). ANY CLAIM ARISING OUT OF OR RELATING TO THE APIS MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE FIRST EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to Licensee. IN THESE JURISDICTIONS, VANTA’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
IN ALL CASES VANTA WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
Unless prohibited by applicable law, You will defend and indemnify Vanta, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:
The laws of California, U.S.A., excluding California's conflict of laws rules, will apply to any disputes arising out of or related to the APIs and ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE APIS WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN FRANCISCO, CALIFORNIA, USA, AND YOU AND VANTA CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.