Slack Developer Programme Agreement

Slack Developer Programme Agreement

This Developer Programme Agreement (‘Agreement’) is for Your use of the Developer Services to develop and maintain applications and services that interoperate with or complement Our online platform and/or applications.

You indicate your acceptance of this Agreement by clicking a tick box or button that references this agreement, or by accessing the Developer Services. By accepting this Agreement, you agree to its terms. If you are entering into this Agreement on behalf of a company or other legal entity, such as your employer, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms ‘You’ or ‘Your’ shall refer to such entity and its affiliates. If you specify an entity name or domain in connection with signing up, you will be deemed to be entering this Agreement on behalf of that entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Developer Services.

You may not, without Our prior written consent, access or use the Developer Services:

• for production purposes, or
• to Commercially Distribute Your Application(s) to third parties, unless You have received Our prior written consent or You are authorised to do so pursuant to a separate agreement with Us,
• to monitor the availability, performance or functionality of the Developer Services, or
• for any other benchmarking or competitive purposes.

Any violation of the preceding sentence shall be deemed a material breach of this Agreement.

This Agreement was last updated on 1st May 2024. It is effective between You and Us as of the date on which You accept this Agreement.

1. DEFINITIONS

‘Affiliate’ means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. ‘Control’, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

‘Commercial Distribution’ means any distribution of Your Application if installation, access and/or use of any version of Your Application or its features and capabilities require the payment of fees of any kind to You (including e.g. if Your Application integrates into or makes use of any application or other product or service for which You collect fees, or if Your Application is provided under a ‘freemium’ payment model).

‘Developer Resources’ means the content, information, resources, documentation, code, tools, toolkits, developer environments and/or communities, contests, promotions and/or programmes accessible via https://api.slack.com, that We make available to Our developer community, excluding tools and resources accessible outside the above-described applications and platform. ‘Developer Services’ exclude Developer Resources and Third-Party Applications.

Malicious Code’ means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

‘Marketplace’ means an online directory, catalogue or marketplace of applications that interoperate with the Developer Services, including, for example, the Slack Marketplace at https://slack.com/apps.

‘Third-Party Applications’ means web-based, mobile, offline or other software functionality that interoperates with the Developer Services, that is provided by a third party and/or listed on a Marketplace. Third-Party Applications will be identifiable as such.

‘User’ means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorised by You to use the Developer Services and to whom You (or, when applicable, We at Your request) have supplied a user identification and password (for Developer Services utilising authentication). Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.

‘User Subscription’ means a subscription granted by Us to You for Developer Services, which is assigned by You to a User. The duration of any User Subscription shall be as described in Section 10.1 (Term of Agreement and User Subscriptions).

‘We’, ‘Us’ or ‘Our’ means the Slack entity described in Section 11 (Who you are contracting with, notices, governing law and jurisdiction).

‘You’ or ‘Your’ means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement.

‘Your Application’ means an online application that You create using, and that interoperates with, the Developer Services or Slack Services.

‘Your Data’ means all electronic data or information submitted by You to the Developer Services.

2. PROVISION AND USE OF DEVELOPER SERVICES AND DEVELOPER RESOURCES

2.1. Provision of Developer Services. We shall make the Developer Services available to You pursuant to this Agreement.

2.2. User Subscriptions. Unless otherwise agreed in writing by Us, Developer Services are made available as User Subscriptions and may be accessed by a number of Users no greater than the number of user IDs that we allocate to You. User Subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Developer Services.

2.3. Our responsibilities. We shall use commercially reasonable efforts to (i) give advance notice of any planned downtime and (ii) provide the Developer Services in accordance with laws and government regulations applicable to Our provision of Developer Services to users generally (i.e. without regard for Your particular use of the Developer Services), and subject to Users’ use of the Developer Services in accordance with this Agreement and the documentation accessible via ​https://slack.com/terms-of-service/api and the App Developer Policy at https://api.slack.com/developer-policy, and applicable laws and government regulations, and (v) comply with terms of service of any Third-Party Applications with which You use Developer Services or Developer Resources. Any use of the Developer Services in breach of the foregoing by You or Users that in Our judgement threatens the security, integrity or availability of Our services may result in Our immediate suspension of the Developer Services.

2.5. Usage restrictions and limitations. You shall not (a) make the Developer Services or Developer Resources available to any person or entity other than Users, (b) sell, resell, rent or lease the Developer Services or Developer Resources, or include the Developer Services or Developer Resources in a service bureau or outsourcing offering, (c) use the Developer Services or a Third-Party Application to store or transmit infringing, libellous or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or confidentiality rights, (d) use the Developer Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Developer Services or third-party data contained therein, (f) attempt to gain unauthorised access to the Developer Services or Developer Resources or their related systems or networks, (g) permit direct or indirect access to or use of any Developer Services or Developer Resources in a way that circumvents any contractual usage limit, or use any Developer Services to access, copy or use any of Our intellectual property except as permitted under this Agreement or the Developer Documentation, (h) modify, copy or create derivative works based on the Developer Services or any part, feature, function or user interface thereof, (i) copy Developer Resources except as permitted herein or in the Developer Documentation, (j) frame or mirror any part of the Developer Services or Developer Resources, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Developer Documentation, (k) submit personal data to the Developer Services or (l) except to the extent permitted by applicable law, disassemble, reverse engineer or decompile the Developer Services or Developer Resources or access it to (1) build a product or service competitive with the Developer Services, (2) build a product or service using similar ideas, features, functions or graphics of the Developer Services, (3) copy any ideas, features, functions or graphics of the Developer Services or (4) determine whether the Developer Services are within the scope of any patent. Developer Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls that You are permitted to make against Our application programming interface(s) and, for Developer Services that enable You to provide public websites, on the number of page views by visitors to those websites. Any such limitations are specified in the Developer Documentation.

2.6. Removal of Developer Resources and Third-Party Applications. If You receive notice, including from Us, that content made available to You through the Developer Services or a Third-Party Application may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or Our Acceptable Use Policy, You will promptly do so. If You do not take required action, including deleting any content You may have downloaded from the Developer Services, in accordance with the above, or if in Our judgment continued violation is likely to reoccur, We may disable the applicable content, Developer Service and/or Third-Party Application. If requested by Us, You shall confirm deletion and discontinuance of use of such content and/or Third-Party Application in writing and We shall be authorised to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if We are required by any third-party rights holder to remove content, or receive information that content provided to You may violate applicable law or third-party rights, We may discontinue Your access to it through the Developer Services.

2.7. Use of Developer Resources. You may use Developer Resources in connection with the Developer Services hereunder, subject to the API Terms of Service at ​https://slack.com/terms-of-service/api and the App Developer Policy at https://api.slack.com/developer-policy.

2.8. Analytics. We may track and analyse the usage of the Developer Services and Resources for purposes of security and of helping Us to improve both the Developer Services and Resources and the developer experience. For example, We may use this information to understand and analyse trends or track which of our features are used most often to improve product functionality. We may share anonymous usage data with Our service providers for the purpose of helping Slack in such tracking, analysis and improvements. Additionally, We may share such anonymous usage data on an aggregate basis in the normal course of operating our business; for example, we may share information publicly to show trends about the general use of our services.

3. THIRD-PARTY PROVIDERS

3.1. Your acquisition of third-party products and services. We or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Third-Party Applications and implementation and other consulting services. Any acquisition by You of third-party products or services, including but not limited to Third-Party Applications and implementation, customisation and other consulting services, and any exchange of data between You and any third-party provider, are solely between You and the applicable third-party provider. We do not warrant or support third-party products or services.

3.2. Developer Service features that Integrate with third-party services. The Developer Services contain features designed to interoperate with third-party services. Such Developer Service features depend on those third-party providers continuing to make their services, including their application programming interfaces (‘APIs’) where applicable, available for the Developer Services. If any third-party provider ceases to make its applicable services or APIs available on reasonable terms for the Developer Services, We may cease providing the corresponding features without entitling You to any refund, credit or other compensation.

4. NO FEES FOR DEVELOPER SERVICES

We currently provide the Developer Services at no charge. We reserve the right to change our pricing policies for Developer Services at any time in Our sole discretion. We will provide you with reasonable electronic notice of any such changes. However, nothing in this provision shall prevent us from requiring a valid form of payment in order to validate identity and prevent abuse.

5. PROPRIETARY RIGHTS AND LICENCES

5.1. Reservation of rights. Subject to the limited rights expressly granted hereunder, We, our Affiliates, licensors and content providers reserve all rights, title and interest in and to the Developer Services and Developer Resources, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

5.2. Your Applications. You grant Us, Our Affiliates and applicable contractors a worldwide, limited-term licence to host, copy, transmit, display and adapt Your Applications and any program code that You or any User create using the Developer Services, solely as necessary for Us to provide the Developer Services in accordance with this Agreement. If You choose to use a Third-Party Application with the Developer Services, You grant Us permission to allow that application and its provider to access Your Data and information about Your usage of that application as appropriate for the interoperation of that application with the Developer Services. Subject to the limited licences granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Applications, any of Your Data, Third-Party Applications or such program code. Additional terms are needed to distribute Your Applications outside of your organisation.

5.3. Licence to use feedback. You grant Us and Our Affiliates a royalty-free, worldwide, irrevocable, perpetual licence to use, distribute, disclose, and make and incorporate into Our services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of Our or Our Affiliates’ services.

5.4. Federal government end use provisions. We provide the Developer Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Developer Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial licence is provided in accordance with FAR 12.211 (Technical data) and FAR 12.212 (Software) and, for US Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

6. CONFIDENTIALITY

6.1. Definition of Confidential Information. ‘Confidential Information’ means all information disclosed by a party (‘Disclosing Party’) to the other party (‘Receiving Party’), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data and Your Application; Our Confidential Information includes the Developer Services, Developer Resources and the terms and conditions of this Agreement. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this ‘Confidentiality’ section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional services offered by Us.

6.2. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorised by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountants’ compliance with this ‘Confidentiality’ section. Notwithstanding the foregoing, We may disclose the terms of this Agreement to a contractor or Third-Party Application provider to the extent necessary to perform Our obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.

6.3. Compelled disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

7. LIMITED WARRANTIES AND DISCLAIMERS

Each party represents and warrants that it has the legal power to enter into this Agreement. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, THE DEVELOPER SERVICES ARE PROVIDED ‘AS-IS’ WITHOUT ANY WARRANTY. WITHOUT LIMITING THE FOREGOING, SLACK AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT THAT (A) YOUR USE OF THE DEVELOPER SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE DEVELOPER SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) USAGE DATA PROVIDED THROUGH THE DEVELOPER SERVICES WILL BE ACCURATE AND (D) DATA SUBMITTED BY YOU TO THE DEVELOPER SERVICES IN VIOLATION OF SECTION 2.5(K) WILL BE PROCESSED BY US IN ACCORDANCE WITH YOUR REQUIREMENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE ‘LIMITATION OF LIABILITY’ SECTION BELOW, YOU SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO US AND OUR AFFILIATES FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE DEVELOPER SERVICES, ANY BREACH BY YOU OR YOUR USERS OF THIS AGREEMENT AND ANY OF YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER.

8. INDEMNIFICATION

You will defend Us and our Affiliates against any claim, demand, suit or proceeding made or brought against Us by a third party (a) alleging that the combination of a Third-Party Application or configuration provided by You and used with the Developer Services, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from (i) Your use of the Developer Services or Developer Resources in an unlawful manner or in violation of the Agreement or the Developer Documentation, (ii) any of Your Data or Your use of Your Data with the Developer Services or (iii) a Third-Party Application provided by You (each a ‘Claim Against Slack’), and will indemnify Us from any damages, solicitor fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by You in writing of, a Claim Against Slack, provided We (a) promptly give You written notice of the Claim Against Slack, (b) give You sole control of the defence and settlement of the Claim Against Slack (except that You may not settle any Claim Against Slack unless You unconditionally release Us of all liability) and (c) give You all reasonable assistance, at Your expense. The above defence and indemnification obligations do not apply if a Claim Against Slack arises from Our breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1. Limitation of liability. WE SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO THIS AGREEMENT UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED US$1,000.

9.2. Exclusion of consequential and related damages. IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS, REVENUES OR GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THE PARTY OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. TERM AND TERMINATION

10.1. Term of Agreement and User Subscriptions. This Agreement commences on the date on which You accept this Agreement and continues until all User Subscriptions have expired or been terminated in accordance with Section 10.2 (Termination).

10.2. Termination. You may terminate User Subscriptions without cause at any time upon written notice to Us. We may terminate User Subscriptions (i) at any time without cause upon 30 days’ written notice to You, (ii) upon notice to You if Your Developer Services have not been accessed by a User for six months or longer or (iii) upon written notice to You of a material breach of this Agreement.

10.3. Return of Your Data. Upon request by You made within 30 days after the effective date of termination or expiry of this Agreement, We will make Your Data available to You for export or download. After such 30-day period, We will have no obligation to maintain or provide any of Your Data, and will at some time thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.

10.4. Loss of applications and materials. UPON ANY TERMINATION OF THIS AGREEMENT, ALL APPLICATIONS AND OTHER MATERIALS DEVELOPED BY YOU USING THE DEVELOPER SERVICES AND HOSTED ON OUR PLATFORM WILL BE PERMANENTLY LOST.

10.5. Surviving provisions. Sections 5 (Proprietary rights), 6 (Confidentiality), 7 (Limited warranties and disclaimers), 8 (Indemnification), 9 (Limitation of liability), 10.3 (Return of Your Data), 11 (Who you are contracting with, notices, governing law and jurisdiction) and 12 (General provisions) shall survive any termination or expiration of this Agreement.

11. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION

11.1. Contracting entity, governing law and venue.

The governing law specified above will apply without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

11.2. Manner of giving notice. Except as otherwise set forth herein, all notices under the Contract will be by email, although if you have a Developer Services account, we may instead choose to provide notice to you through the Developer Services. Notices to Slack will be sent to feedback@slack.com, except for legal notices, such as notices of termination, which must be sent to legal@slack.com. Notices will be deemed to have been duly given (a) the day after they are sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.

11.3. Agreement to governing law and jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

11.4. Waiver of jury trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

12. GENERAL PROVISIONS

12.1. Export compliance. The Developer Services, Developer Resources, other Slack technology and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not on any US government denied-party list. You will not permit any User to access or use the Developer Services or Developer Resources in a U.S.-embargoed country or region (currently the Crimea, Luhansk or Donetsk regions, Cuba, Iran, North Korea or Syria) or as may be updated from time to time at https://www.salesforce.com/company/legal/compliance/ or in violation of any US export law or regulation.

12.2. Anti-corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

12.3. Third-party infrastructure. You acknowledge and agree that the infrastructure used to host the Developer Services and/or Your Data may be provided by a third-party hosting provider, such as, for example, Amazon Web Services, Inc.

12.4. Relationship of the parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

12.5. No third-party beneficiaries. There are no third-party beneficiaries to this Agreement.

12.6. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

12.7. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

12.8. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety , without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to or undergoes a change of control in favour of a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.9. Modifications to the Agreement. As our business evolves, we may change this Developer Programme Agreement and the other components of the Agreement. If we make a material change to the Agreement, we will provide you with reasonable notice prior to the change taking effect, either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Agreement. The materially revised Agreement will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If you access our Developer Services after the effective date, that access will constitute your acceptance of any revised terms and conditions.

12.10 Entire Agreement. This Agreement, including all exhibits, addenda and terms incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.