These Attio Developer Terms set out the terms and conditions on which Attio Ltd ("Attio") (a) licenses the App SDK to Developers; (b) enables Developers to authenticate their API Apps to connect to the Attio API; and (c) may agree to publish Developed Apps in the App Marketplace. By creating a developer account at https://build.attio.com/, Developer agrees to these Attio Developer Terms.
If the Licensed Components (as defined below) are being used by an individual on behalf of a company or other entity, then all references to Developer refer to the company or other entity. If you are a company or other entity, the individual accepting these Attio Developer Terms on your behalf represents and warrants that they have authority to bind you to these Attio Developer Terms. If you are not authorized or do not agree to the terms and conditions of these Attio Developer Terms, then you do not have our permission to use the Licensed Components.
DEFINITIONS
1.1. "API App" means a Developed App which accesses the Attio API and is not hosted using the App SDK.
1.2. "App Marketplace" means an online repository of applications that is owned or controlled by Attio which lists Published Apps for use by App Users.
1.3. "App SDK" means the software development tools, libraries, documentation, Sample Code, and other materials provided by Attio to enable developers to build SDK Apps.
1.4. "App User" means a User or a Customer's user using a Developed App.
1.5. "Attio API" means the application programming interface developed and enabled by Attio which is accessible by Customers and their users and for which Developer may create credentials to authenticate their API App, subject to these Attio Developer Terms and, if applicable, the Attio Customer Agreement.
1.6. "Attio Customer Agreement" means the Attio Terms of Service or other written agreement with Attio for the Attio Services.
1.7. "Attio Services" means the CRM tools and services made available by Attio to Customers via the website and Attio's applications, including AI-enabled workflows, access to the Attio API and any related services and materials provided by Attio for use as part of the Attio Services.
1.8. "Customer" means a sole trader, corporate entity or organization that signs up to receive Attio Services and agrees to the Attio Customer Agreement. For the avoidance of doubt, Developer may itself be a Customer.
1.9. "Customer Platform" means any website, application, service, or technology owned, controlled, or operated by a Customer with which a Developed App may interact. Attio is not responsible for any Customer Platform, and any use thereof is subject to their respective terms and conditions.
1.10. "Developed App" means an application that is developed by a Developer using Licensed Components, which either enables interoperation between a Third Party Platform or Customer Platform and the Attio Services, or which adds functionality to the Attio Services.
1.11. "Developer" means the individual, company, or other entity that accepts these Attio Developer Terms.
1.12. "Documentation" means any documentation or materials related to a Licensed Component that is provided or made available by Attio to Developer under these Attio Developer Terms.
1.13. "Licensed Components" means the App SDK and the authentication process to access the Attio API.
1.14. "Published App" means a Developed App which is approved by Attio to be listed in the App Marketplace.
1.15. "Sample Code" means any sample software in source code format provided or made available to Developer by Attio as part of the App SDK under these Attio Developer Terms.
1.16. "SDK App" means a Developed App developed using the App SDK.
1.17. "Term" means the term in which these Attio Developer Terms are in force.
1.18. "Third Party Platform" means any website, application, service, or technology not owned, controlled, or operated by Attio or a Customer with which a Developed App may interact. Attio is not responsible for any Third Party Platform, and any use thereof is subject to their respective terms and conditions.
1.19. "User" means an employee, contractor or other individual who is authorized by the Developer to use the Licensed Components.
LICENCE GRANT AND RESTRICTIONS
2.1. Documentation Licence. Subject to these Attio Developer Terms, Attio hereby grants to Developer a limited, non-exclusive, royalty-free, non-sublicensable, non-transferable, personal licence to make a reasonable number of complete copies of the Documentation solely for internal use in connection with the Licensed Components in accordance with these Attio Developer Terms. Developer will comply with all copyright-related notices that are included in the Documentation and will reproduce and retain these notices in copies of the Documentation.
2.2. Attio Licensed Components Licence. Subject to these Attio Developer Terms, Attio hereby grants to Developer a limited, non-transferable, non-exclusive, non-sublicensable and revocable licence during the Term (as defined below) to access and use the Licensed Components to (a) develop Developed Apps, and (b) subject to Attio's sole approval, publish Published Apps through an App Marketplace for use by Customers' users in connection with the Attio Services only. Developer is responsible for its Users' compliance with these Attio Developer Terms and any acts or omissions of a User with respect to the Licensed Components.
2.3. Licence Restrictions. Except as expressly set forth in these Attio Developer Terms, Developer will not and procures that its Users will not: (a) modify the Documentation; (b) incorporate the Sample Code or implement the Licensed Components in any software other than in connection with a Developed App; (c) modify, translate, or create derivative works of any portion of the Licensed Components; sell, lease, loan, provide, distribute, or otherwise transfer any portion of the Licensed Components; (d) reverse engineer, disassemble, decompile, or otherwise attempt to gain access to the source code of the Licensed Components (except for the Sample Code); (e) display or disclose any portion of the Licensed Components that can reasonably be considered Confidential Information (for example, in relation to beta products) or which are communicated as being confidential to any person except to Developer's employees and contractors who are required to use the Licensed Components as permitted under these Attio Developer Terms; (f) remove, alter, or cover any copyright notices or other proprietary rights notices placed or embedded on or in any part of the Licensed Components; (g) create or develop any application or other software that exposes or discloses the Licensed Components to end users; (h) interfere with the normal operation of the Attio Services; (i) disable or circumvent any security features of the Licensed Components; (j) violate applicable law or use any Licensed Components in an illegal, unauthorized or otherwise harmful manner (including to create a Developed App for illegal, unauthorized or otherwise harmful purposes); (k) violate or breach, if applicable, the Attio Customer Agreement or an agreement with a Third Party Platform; (l) or cause or permit any third party to do any of the foregoing.
2.4. SDK Apps Licence. Developer grants to Attio a non-exclusive, worldwide, fully-paid-up, royalty free, perpetual, and irrevocable licence to access, host, use, distribute, run, publicly perform or display, translate, and create derivative works of SDK Apps (including the source code and object code for such SDK App) for any business purpose in connection with operating, providing, or improving the Attio Services or Licensed Components, including a right to frame or link to, analyse (including to assess Developer's compliance with these Attio Developer Terms), inspect, copy, keep, and retain the source code and object code of such SDK App(s) in perpetuity. Developer accounts and the SDK Apps that are created using them cannot be deleted once created.
2.5. App Requirements. Developer shall not, and shall ensure that its Users do not, make any Developed App available to any App User unless Developer first (a) provides clear and accurate information about the Developed App and its data processing and (b) incorporates terms into its service or end user terms that are sufficiently protective of Attio and its rights and interests as described in these Attio Developer Terms and the Attio Customer Agreement. If an App User violates these Attio Developer Terms, Developer must immediately terminate their access to the Developed App. Attio may in its sole discretion suspend or end Developer's and/or a Developed App's access to the Licensed Components at any time with or without notice if Attio believes (in its sole discretion) that Developer or any App User is in breach of these Attio Developer Terms, or that such action is needed to protect Attio from legal or regulatory liability or to protect Attio's legitimate interests.
2.6. No Warranties. Developer must not make any representation or any express or implied warranty to third parties (including, without limitation, to any end users) on behalf of Attio.
2.7. Open Source Restriction. Developer shall not combine or distribute any portion of the Licensed Components with any technology or software subject to the terms of any "open source" licence that requires a Licensed Component to be disclosed or distributed in source code form; licensed for the purpose of making derivative works; or re-distributable at no charge.
2.8. Availability of Attio Service. These Attio Developer Terms do not grant Developer or any App User the right to access and use the Attio Services. Use of the Attio Services is subject to Developer or an App User signing up to receive the Attio Services, either itself or by way of authorisation by a Customer, and agreeing to the Attio Customer Agreement (which may require the payment of applicable fees).
2.9. Feedback. If Developer provides any feedback to Attio concerning the functionality and performance of the Licensed Components (including identifying potential errors and improvements), Developer hereby assigns to Attio all right, title, and interest in and to the feedback, and Attio is free to use the feedback without payment or restriction.
2.10. Reservation of Rights. All rights not expressly granted in these Attio Developer Terms are reserved by Attio. No additional rights whatsoever (including, without limitation, any implied licences) are granted by implication, estoppel, or otherwise to Developer.
APPROVAL AND PUBLICATION OF DEVELOPED APPS
3.1. Published Apps. Developer shall not and shall procure that its Users do not publish or otherwise make available by any means, any Developed App through the App Marketplace unless the Developed App has first been approved by Attio (approval of which will be at Attio's sole discretion) following any approval process Attio may undertake in its sole discretion. For the avoidance of doubt, this paragraph applies only to Published Apps (or Developed Apps intended to become Published Apps) and does not apply to Developed Apps developed and used solely for Developer's internal business purposes.
3.2. App Marketplace Availability. If Developer wishes to publish a Developed App and Attio approves it for publication, the Developed App will be made available in Attio's App Marketplace for Attio's Customers to use and shall be deemed a Published App. Developer acknowledges and agrees that once a SDK App has been published and made available through the App Marketplace, Developer cannot require Attio to cease using, hosting, or distributing such SDK App, or to delete it or any copies thereof, as doing so would disrupt Attio's Customers' workspaces and business operations that depend on such SDK App. Developer hereby grants to Attio a non-exclusive, worldwide, fully-paid-up, royalty free, perpetual, and irrevocable licence to use any trade marks, service marks, names, logos or other brand identifiers included or used in connection with any Published Apps by Developer.
3.3. Verification of Information. Attio may verify information Developer provides to Attio during any reviews or approval process that Attio may undertake with respect to Published Apps, and Developer shall keep such information updated, complete and accurate at all times.
UPDATES AND SUPPORT
4.1. Updates to Licensed Components. Attio may, in its sole discretion, provide replacements, updates, modifications, or bug fixes to the Licensed Components during the Term ("Updated Licensed Components"). Each Updated Licensed Component will be deemed part of the Licensed Components and subject to these Attio Developer Terms. Modified or merged portions of the Sample Code will be deemed part of the Sample Code and subject to these Attio Developer Terms. Attio does not guarantee that it will continue to make available or support the Licensed Components. Attio may at any time require Developer to update its Developed App(s) to support Updated Licensed Components made available by Attio from time to time.
4.2. Support. Attio will use reasonable efforts to provide Developer with assistance related to the Licensed Components. Attio will have no other support or service obligations under these Attio Developer Terms.
CONFIDENTIALITY
5.1. Confidential Information. "Confidential Information" means any trade secrets or other information of a party or its affiliates, whether of a technical, business, or other nature (including, without limitation, information relating to a party's or its affiliates' technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, licensees, prospects, or other affairs), that is disclosed to a party during the Term and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Confidential Information does not include Developed Apps or source code thereof (other than in relation to API Apps, the authentication credentials) or any information that the receiving party can show: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with these Attio Developer Terms; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party.
5.2. Restricted Use and Nondisclosure. During and after the Term of these Attio Developer Terms, each party will: (a) use the other party's Confidential Information solely for the purpose for which it is provided (in Developer's case with respect to the Licensed Components, solely for the purpose of developing Developed Apps); (b) not disclose the other party's Confidential Information to a third party unless the third party is required to access the Confidential Information to perform in accordance with these Attio Developer Terms and the third party has executed a written agreement that contains terms that are no less protective than the terms contained in this Section 5; and (c) protect the other party's Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature. Attio is permitted to disclose Developer's Confidential Information to its affiliates.
5.3. Required Disclosure. If either party is required by law to disclose the Confidential Information or the terms of these Attio Developer Terms, the disclosing party must give prompt written notice of such requirement before such disclosure and assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.
5.4. Return or Destruction of Materials. Upon the termination or expiration of these Attio Developer Terms, or upon earlier request, the receiving party will return or destroy (at disclosing party's request) the disclosing party's Confidential Information (including all copies, extracts, and summaries thereof) that they may have in their possession or control.
5.5. Existing Obligations. The obligations in this Section 5 are in addition to, and supplement, each party's obligations of confidentiality under any nondisclosure or other agreement between the parties containing nondisclosure obligations.
TERMINATION
6.1. Termination. Attio may terminate these Attio Developer Terms at any time with or without notice to Developer, including if Developer is in breach of Section 2.3 or any other provision of these Attio Developer Terms. Upon termination, Developer's licences under these Attio Developer Terms will end, Developer will cease all use of the Licensed Components and Developer will return or destroy all copies of the Licensed Components in its possession. Licences granted prior to the termination of these Attio Developer Terms by Developer to Attio to App Users for Published Apps in accordance with the terms of these Attio Developer Terms will survive any termination of these Attio Developer Terms.
6.2. Survival. Sections 2.3-2.10 (inclusive), 3, 5, 6.1, 6.2, 7, 8, 9 and 10 will survive any termination of these Attio Developer Terms.
DISCLAIMERS OF WARRANTY. The Licensed Components and all intellectual property made available or licensed by Attio under or in connection with these Attio Developer Terms are provided "as is" without warranties of any kind. Attio disclaims all warranties, duties and conditions, whether express, implied or statutory with respect to Licensed Components and related intellectual property, including but not limited to any warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, neither Attio nor its suppliers or licensors will be liable to Developer or any third party for any indirect, special, incidental, punitive, cover or consequential damages arising from or otherwise related to these Attio Developer Terms, even if Attio or its representatives have been advised of the possibility of these losses and even if a remedy set forth herein is found to have failed of its essential purpose. To the maximum extent permitted by applicable law, Attio's total liability to Developer for any cause whatsoever will be limited to One Hundred Pounds (£100.00). Nothing in these Attio Developer Terms excludes the liability of either party for (a) death or personal injury caused by such party's negligence or (b) for fraud or fraudulent misrepresentation.
INDEMNITY. Developer will defend Attio from and against any third-party claim resulting from (a) Developer's acts or omission, including negligence and violation of applicable law; (b) Developer's products and services; (c) Developed Apps or any User, Customer or App User's access, use or distribution thereof (other than to the extent arising solely from the Licensed Components); or (d) Developer's breach or alleged breach of these Attio Developer Terms, and will indemnify and hold Attio harmless against any damages and costs awarded against Attio (including reasonable attorneys' fees) or agreed in a settlement by Developer resulting from the claim.
MISCELLANEOUS
10.1. No Partnership, Joint Venture or Franchise. These Attio Developer Terms will not be construed as creating a partnership, joint venture, or agency relationship or as granting a franchise.
10.2. Governing Law; Jurisdiction. These Attio Developer Terms are governed by the laws of England and Wales. All parties submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with these Attio Developer Terms or its subject matter, but Attio is also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its rights with respect to the Licensed Components.
10.3. Assignability. Developer may not assign its right, duties, or obligations under these Attio Developer Terms without Attio's prior written consent. Attio may assign or transfer its rights and obligations under these Attio Developer Terms without the Developer's consent. Any assignment by Developer in violation of this Section 10.3 is null and void.
10.4. Construction. If any part of these Attio Developer Terms is found to be illegal, unenforceable, or invalid, the remaining portions will remain in full force and effect. If any limitation or restriction on the grant of any licence to Developer under these Attio Developer Terms is found to be illegal, unenforceable, or invalid, the licence will immediately terminate. Failure by a party to enforce any provision of these Attio Developer Terms will not be deemed a waiver of future enforcement of that or any other provision.
10.5. Entire Agreement. These Attio Developer Terms are the final and complete expression of the agreement between these parties regarding their subject matter and supersede any other agreement or oral and written communications regarding the same.
10.6. Modifications. Attio may modify these Attio Developer Terms from time to time by updating the version on the website or by direct written notice to Developer. If a modification is material, as reasonably determined by Attio in its sole discretion, then Attio will make commercially reasonable efforts to notify Developer of the change. Continued use of Licensed Components after any change will constitute acceptance of the modified Attio Developer Terms. If Developer does not agree with the updated terms of the Attio Developer Terms, Developer and its Users must immediately stop using the Licensed Components.