API Terms and Conditions

Last Modified: July 19, 2016

By accessing the Developer Portal (as defined below), and assessing or using or integrating the Aerohive API (the “API”) into your application, website or other technology, you agree to be bound by these Aerohive API Terms and Conditions (the “API Terms”) and that they govern your access to and use of the Aerohive API service, any Aerohive developer webpages and documentation, and any API SDKs, app keys, and access tokens (collectively, the “Developer Portal”). Please carefully read these API Terms before investing your time to use the API and the Developer Portal. Please also carefully read the Aerohive Privacy Policy at http://www.aerohive.com/privacy and the Aerohive Terms of Use at http://www.aerohive.com/legal which are incorporated into these API Terms.

If you are using the API on your individual behalf, you are agreeing to be subject personally to these API Terms. In this case “you” and “your” refer to you personally. If you are using the API on behalf of a corporate entity, group or organization, you are agreeing on behalf of that entity, group or organization to these API Terms and representing that you have the authority to bind that entity, group or organization to these API Terms. In this case, “you” and “your” refer to that entity, group or organization.

1. Your Apps.
   • 1.1 Your Apps, Generally. An “API App” is any application, function, website, or technology that you may develop using the API and/or by means of the Developer Portal. Any API App must comply with Aerohive’s policies and requirements set forth herein and on the Developer Portal or other documentation provided by Aerohive, and which Aerohive may modify at any time and from time to time. We monitor and audit use of our products and services and verify your compliance with these API Terms. You will not prevent restrict, interfere with or object to such monitoring and we may use any technical means to overcome any such interference.
   • 1.2 Required Actions.

     You and your API App must:

     1. Comply with any requirements or restrictions imposed on usage of the data and functionality by its owners. Remember, Aerohive does not own the data and functionality - Aerohive customers/end-users do. Although the API can be used to provide you with access to data and functionality of Aerohive customers/end-users, neither Aerohive's provision of the API to you nor your use of the API overrides any restrictions or requirements the end user may impose regarding the collection, storage, use, distribution or sharing of users' information and data, which may include “all rights reserved” notices or other terms and conditions that may be agreed upon between you and the owner. In ALL cases, you are solely responsible for making use of the data and functionality in compliance with the owner's requirements or restrictions. If you use data and/or functionality for a commercial purpose, the data and/or functionality must be marked and comply with a license that allows for such use, unless otherwise agreed upon between you and the owner of the data.
     2. Comply with any other terms and conditions the data owner has attached to his, her or its data and/or functionality. For example, if an owner marks certain data as “private” after using your service, your application must reflect those changes as soon as reasonably possible.
     3. Remove from your API App within 24 hours any user's data or other information that the data owner asks you to remove.
   • 1.3 Prohibited Actions.

     You and your API App must not, and must not attempt to:

     1. Violate, or encourage or facilitate the violation of, any aspect of our Terms of Use, Privacy Policy or any applicable law.
     2. Reverse engineer or attempt to extract the source code from the API, Developer Portal or any related software.
     3. Use, display, mirror or frame (including in meta-tags or hidden text) Aerohive websites, or any individual element of Aerohive websites, Aerohive’s name, trademarks, logos or other proprietary information, or the layout and design of any page or form contained on an Aerohive page, without Aerohive’s express written consent.
     4. Cache or store any data other than as limited and reasonably necessary to provide the service you are providing to Aerohive customers/end-users.
     5. Use the API for any application that constitutes, promotes or is used in connection with spyware, malware, ransomware, adware, or other malicious programs or code.
     6. Use the API in any manner or for any purpose that violates any law or regulation, or any right of any person or entity, including but not limited to intellectual property rights, rights of privacy, or rights of personality.
     7. Use Aerohive as a generic image hosting service for banner advertisements, graphics, etc., or use in any manner “Aerohive” as part of a domain name or registration.
     8. Use the API in any manner that adversely impacts the stability of aerohive.com servers or adversely impacts the behavior of other applications using the API.
     9. Sell, lease, or sublicense the API or access thereto or derive revenues from the use or provision of the API, whether for direct commercial or monetary gain or otherwise, except as set forth herein.
   • 1.4 Developer Portal Usage
     1. We may sometimes review the Developer Portal (including how our services are being accessed and used). However, we have no obligation to do so (or with any frequency) and Aerohive is not responsible for the content of files, user posts on our forums or elsewhere, or any other information accessible through the Developer Portal.
     2. We may limit the number of access calls accepted by the API if we believe that the number of calls to the API may negatively impact the API or Aerohive’s service. As such, we do not guarantee 24x7, unimpeded or uninterrupted access to the API.
     3. Our Developer Portal is a work in progress. It will continue to change over time as we revise, add or change features, as will the terms and conditions of your access to or use of the Aerohive API or Developer Portal.
   • 1.5 End-User Data and Information.

     If you collect data or information from or about users via your API App or the Developer Portal, you must ensure that it is collected, processed, transmitted, maintained, and used in compliance with all applicable laws, industry standard security practices. You will provide and adhere to a privacy policy for your API App that clearly and accurately describes to customers, end users and visitors what user information you collect (including personally identifiable information) and how you access, collect, store, use, distribute and share such information, including with Aerohive. You must clearly post and at all times comply with the terms and conditions of your privacy policy and employ reasonable measures to protect personally identifiable information. If a user’s non-public data or content is obtained through your API App, you may not expose that content to other users or to third parties without explicit opt-in consent from that user.

   • 1.6 Our Products and Your Feedback.

     These API Terms do not grant you any rights in any Aerohive product, service or software or the data or content you or others may access through them. While we appreciate when users send us feedback, please be aware that we may, at our discretion and for any purpose we choose, use, modify, incorporate into our products, license and sublicense, in any manner, without restriction and in our discretion any feedback, comments, ideas or suggestions you communicate to us or post in our forums, including technical or functional improvements to our products, services or software, and without any obligation, liability or compensation to you.

2. Your Content.

   Our API may allow you to submit content through your API App and, except as expressly provided in these API Terms regarding our use, we do not acquire any ownership of any intellectual property rights that you or an end user holds in the content. However, by submitting, posting or displaying content to or from the API through your API App, you agree to and do automatically grant Aerohive a perpetual, irrevocable, worldwide, royalty-free non-exclusive license (with right to transfer, assign and/or sublicense as we may choose) to use, reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such content. When you submit content to our API through your API App you are representing to Aerohive that you have the necessary rights (including the necessary rights from an end-user) to grant this license.

3. Other Portals and Users.

   You are solely responsible for any dealings with (a) the platforms and operating systems on which your API Apps are distributed and used, and (b) the users of your API App. We have no obligation to you or to your users to provide support for your API Apps. Unless you have written permission to do so from Aerohive, you may not state or imply any endorsement by Aerohive of your API App, or other products or services, and may not make any representations about your API App or Aerohive’s products or services that are in any way false or misleading.

4. Trademarks.
   • 4.1 Aerohive License. Aerohive hereby grants you a non-exclusive, non-transferable, non-sublicenseable, fully revocable limited license to use the Aerohive trademarks, service marks, logos or trade names ("Marks") found on the Developer Portal, solely as reasonably necessary to promote your API App in accordance with these API Terms and applicable law. You agree and acknowledge that except for the limited license above, these API Terms do not grant you any rights to the Marks and that all goodwill generated through use of such Marks solely benefits Aerohive. If you use any Marks, you will at no time contest or aid in contesting the validity or ownership of those Marks or Aerohive’s rights in them, including, but not limited to, applying to register any trademark, trade name or other designation that is confusingly similar to those Marks. You may not hold yourself out or refer to yourself as an Aerohive representative, including in any print, electronic, web-based or other media or format marketing, advertising or similar items (“Advertisements”). Furthermore, with respect to any such Advertisements (including, specifically, “ad words”) you may not use “Aerohive” as the first-appearing word and shall never use or place “Aerohive” in any domain name or web address.
   • 4.2 Developer License. You grant to Aerohive a non-exclusive, non-transferable license (while you continue to support a API App), to use your trademarks and descriptive materials you publish about your API App solely in connection with the promotion of Aerohive, and to acknowledge or promote your API App. Aerohive agrees and acknowledges that except for the limited license above, these API Terms do not grant Aerohive any rights to your trademarks and that all goodwill generated through use of such marks solely benefits you.
5. Term and Termination.

   Aerohive may at any time terminate these API Terms or terminate or suspend your access to the API, Developer Portal or other Aerohive services, for any reason, including: (a) if you breach any provision of these API Terms; (b) if Aerohive reasonably believes it is required to do so by law; (c) if Aerohive ceases to offer any services covered by these API Terms; or (d) for any other reason. You may terminate these API Terms at any time by ceasing all use, operation, support, promotion, and distribution of all of your API Apps and deleting all copies of the API materials (including, without limitation, all data) in your possession or control. UPON ANY TERMINATION OR SUSPENSION OF ACCESS, YOU MAY LOSE ACCESS TO ANY CONTENT, MATERIALS OR INFORMATION RELATED TO YOUR APP THAT YOU PROVIDED TO AEROHIVE. Sections 1.2, 1.6, 5, 7, 8, 9, 10, 11, and 12 of these API Terms will survive any termination (whether by you or Aerohive).

6. Fees and Payments

   Aerohive offers free access to our APIs for commercial and non-commercial purposes. However, providing the APIs does have real costs for Aerohive. Aerohive reserves the right to charge fees for future use of or access to the Aerohive API and/or Developer Portal.

7. Representations and Warranties.

   You represent and warrant that: (a) all information you have provided and will provide to Aerohive in conjunction with your access to or use of the Aerohive API, Developer Portal or other Aerohive service is true, accurate and complete; (b) you have not previously had an API account which Aerohive terminated for any reason (or have made us aware of that in connection with your current application); (c) you have the full right, power and authority to make, distribute, operate, support, and promote your API App and to enter into these API Terms; and (d) your API Apps and their contemplated uses do not and will not violate the intellectual property rights or other rights of others or violate any laws.

8. Disclaimer.

   THE AEROHIVE SERVICES, API, DEVELOPER PORTAL AND ALL AEROHIVE SOFTWARE ARE PROVIDED “AS IS,” FOR YOUR USE SUBJECT TO THE API TERMS AND AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF NON-INFRINGEMENT.

9. Indemnity.

   You will indemnify, defend and hold Aerohive, our affiliates, agents, and licensors harmless from any third party claim (including reasonable attorneys' fees) relating to: (a) any allegation that your API Apps or the use of them infringe the intellectual property rights of any third party; (b) your breach of these API Terms or any act or omission by you in connection with your use of the Developer Portal; (c) your API App; and (d) your access to, collection, storage, use, distribution or sharing of users' information and data. We will be entitled, at our expense, to participate in the defense and settlement of the claim or action with counsel of our own choosing. You may not settle any such claim or action without our prior written consent (which we will not unreasonably withhold).

10. Limitation of Liability.

    IN NO EVENT WILL AEROHIVE, OUR AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT AEROHIVE HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO OUR SERVICES MORE THAN $1,000.00. Where applicable law does not allow the types of limitations in this paragraph, it may not apply to you.

11. Modification.

    We may revise these API Terms from time to time and the most current version will always be posted on our website and these revised terms will be effective and applicable to you upon posting. If we think a revision is material, we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog or terms page, so please check those pages regularly. By continuing to access or use the Aerohive API or Developer Portal after revisions become effective, you agree to be bound by the revised API Terms. If you do not agree to the revised terms, our authorization for you to access or use the Aerohive API or Developer Portal will automatically be deemed terminated and you must stop using the Developer Portal and cease all use, operation, support, promotion, and distribution of all of your API Apps.

12. Arbitration and Dispute Resolution; Attorney’s Fees.
    • 12.1 Arbitration.. Any dispute or claim arising out of or in connection with this Reseller Agreement, or the performance, breach or termination thereof, shall be finally settled by binding arbitration, which arbitration ruling shall not be subject to appeal. The arbitration will be conducted in Santa Clara, California and be administered by the American Arbitration Association in accordance with its Arbitration Rules for Commercial Disputes then in-effect. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive relief, including to prevent disclosure of Confidential Information, or to enforce a judgment or other decision, without breach of this arbitration provision. Each party will bear its own costs and fees incurred in the arbitration, but will share equally the costs and fees of the arbitrator.
    • 12.2 Attorney’s Fees. In the event of any dispute between the parties, whether resolved by arbitration, or judicial, administrative or other proceeding, the prevailing party in any action, arbitration or proceeding based upon the dispute shall not be entitled to recover its attorneys’ fees and costs associated with such action (whether such fees or costs are determined to be reasonable or reasonably related to such party’s recovery), and in the event of arbitration or other non-judicial proceeding, the arbitrator or presiding officer shall be without authority or jurisdiction to award either party such fees or expenses.
13. Choice of Law; Venue and Jurisdiction.

    These API Terms, and your access of the Developer Portal, and assessing or using or integrating the API into your application, website or other technology, and your access to and use of the Aerohive API service, any Aerohive developer webpages and documentation, and any API SDKs, shall at all times be governed by, and interpretation and enforcement of any dispute arising under this Reseller Agreement shall be subject to, the laws of the State of California, without regard to its principles of conflicts of laws. The rights and obligations of the parties under this Reseller Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods. The parties accept and submit to the state and federal courts located in Santa Clara County, California, as proper, sole and exclusive jurisdiction and venue over any dispute arising hereunder.

14. General.

    THESE TERMS AND THE USE OF THE DEVELOPER PLATFORM, THE API, AEROHIVE’S SERVICES AND SOFTWARE WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN FRANCISCO COUNTY, CALIFORNIA, AND BOTH PARTIES CONSENT TO EXCLUSIVE VENUE AND PERSONAL JURISDICTION THERE. These API Terms, including the documents incorporated by reference herein, constitute the entire and exclusive agreement between you and Aerohive with respect to the Developer Portal and your use of and access to the API, and supersede and replace any other agreements, terms and conditions. These API Terms create no third party beneficiary rights. Aerohive’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the API Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these API Terms, and any such attempt is void, but Aerohive may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the API services. Aerohive and you are not legal partners or agents; instead, our relationship is that of independent contractors.