This Litify API Integration Agreement (this “Agreement”) is a legally binding contract between Litify LLC (“Litify”) and you, a customer of Litify’s API (“Integrator”). Litify provides access to the Litify application via the salesforce REST API and the Litify Docrio API (collectively, the “API”). Integrator agrees that when Integrator accesses or uses the API, Integrator will only do so subject to this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions. 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 API unless an authorized representative has accepted it on your behalf. INTEGRATOR MAY NOT ACCESS OR USE THE API IF INTEGRATOR IS UNWILLING OR UNABLE TO BE BOUND BY THIS AGREEMENT.
By signing this Agreement, or by signing or agreeing to an order form, including any amendments thereto, which incorporates by reference this Agreement (“Order Form”), you signify Integrator’s intent to be bound by the terms and conditions of this Agreement effective as of the date you signed or agreed hereto (the “Effective Date”).
1. USE OF THE API IN GENERAL.
1.1 API Subscription. During the term (as set forth in Section 9.1 below), Integrator may access and use the API solely to integrate Litify’s law practice management software functionality into Integrator’s products and services for use by Litify’s customers. Integrator may reproduce and use Litify's standard manual related to use of the API (the “Documentation”) solely as necessary to support use of the API.
1.2 API Revisions. Litify may revise the features and functions of the API at any time.
1.3 Restrictions on Software Rights. Copies of the API created, transferred, or used pursuant to this Agreement are licensed, not sold, and Integrator receives no title to or ownership of any copy or of the API itself. Furthermore, Integrator receives no rights to the API other than those specifically granted herein. Without limiting the generality of the foregoing, Integrator shall not: (a) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the API; (b) use the API in any way forbidden by Section 3.1 below; or (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the API’s source code. To use the API, Integrator must use the approved integrator key token provided by Litify (“API Token”), and may only use a single API Token for a single integration account.
2. INTEGRATOR’S CONTENT AND PRIVACY.
2.1 Permission from Integrator. Integrator grants Litify permission to access, process and otherwise use Integrator’s Content (as defined below) in order to provide Litify’s products and/or services to Integrator, to track and analyze Integrator’s use of the API, and make Integrator’s Content available to Integrator’s customers who are also Litify’s customers. To the extent that Integrator has intellectual property rights in Integrator’s Content, Integrator grants Litify a world-wide, perpetual, non-exclusive, royalty-free, sublicensable, transferable license to use and prepare derivative works from Integrator’s Content for the purposes outlined in this Agreement. (“Content” means text, code, images, photos, audio or video files, and other forms of data or communication. “Integrator’s Content” means Content submitted or transmitted by Integrator.)
2.2 Privacy Policy. Litify may manage any of Integrator’s Content containing personally identifiable information as set forth in Litify’s privacy policy, currently posted at https://www.litify.com/privacy-policy/ (the “Privacy Policy”). The Privacy Policy applies only to the API and does not apply to any third party website or service linked to the API or recommended or referred to through the API by Litify or other API users.
2.3 Accuracy. Litify has no responsibility or liability for the accuracy of any Content submitted to or transmitted through the API by Integrator or another user, including without limitation Integrator’s Content.
2.4 Right to Retain, Delete or Suspend Access. Integrator agrees that Integrator shall not rely on the API for backup or storage of Integrator’s Content. Litify may retain Integrator’s Content even if Integrator is no longer using the API but is not required to provide copies of Integrator’s Content to Integrator. Litify may permanently delete or erase Integrator’s Content or suspend Integrator’s access to Integrator’s Content through the API at any time and for any reason.
2.5 Aggregate & Anonymized Data. To support and improve Litify’s law practice management software functionality and the API, Litify may collect and analyze data related to Integrator’s Content associated with or provided in the use of the API (“Aggregate Data”). Litify will own all rights in Aggregate Data and may use Aggregate Data for any purpose. Litify may provide Aggregate Data to third parties or compile it with other data to derive statistical and performance information, provided that, if shared externally, Litify will aggregate and anonymize such data such that all personally identifiable information is removed and Integrator or any individual cannot be identified as the source of such data.
3. INTEGRATOR’S RESPONSIBILITIES & RESTRICTIONS.
3.1 Acceptable Use. Integrator shall not: (a) provide API Token, passwords, or other log-in information to any third party; (b) share non-public API features or Content with any third party; or (c) access the API in order to build a product or service that is competitive with any of Litify’s products or services (including without limitation the API), to build a product using similar ideas, features, functions or graphics of the API, or to copy any ideas, features, functions or graphics of the API. If Litify suspects that Integrator has violated the requirements of this Subsection 3.1, Litify may suspend Integrator’s access to the API without advanced notice, in addition to other remedies Litify may have. Litify is not obligated to take any action against Integrator or any other API user or other third party for violating this Agreement, but Litify is free to take any such action it sees fit. Additionally, Integrator will comply with any of Litify’s acceptable use policies or other policies it may promulgate during the term of this Agreement.
3.2 Unauthorized Access. Integrator agrees to take reasonable steps to prevent unauthorized access to the API, including by protecting Integrator’s passwords and other log-in information. Integrator shall notify Litify immediately if Integrator knows of or suspects unauthorized use of the API or breach of its security.
3.3 Compliance with Laws. In using the API, Integrator shall comply with all applicable laws, including laws governing the protection of personally identifiable information and other laws applicable to the protection of Integrator’s Content.
3.4 API Access. Integrator is responsible and liable for: (a) Integrator’s use of the API, including unauthorized conduct and conduct that would violate the requirements of this Agreement; and (b) any use of the API through Integrator’s account, API Token, or passwords, whether authorized or not.
3.5 Communications from Litify. Integrator consents to receive email and/or text messages from Litify in connection with Integrator’s use of the API. Standard text messaging charges required by Integrator’s mobile carrier will apply to text messages Litify sends Integrator.
4. Payment
4.1 Fees; Payment. Integrator shall pay all fees and other charges set forth in the Order Form(s) (“Fees”). Unless otherwise set forth on the Order Form, Fees shall be due within thirty (30) days of the date of the applicable Order Form. All such Fees are non-refundable. Without in any manner prejudicing the right of Litify to claim that any other breach or default of this Agreement on the part of Integrator constitutes a material breach or default, it is understood and agreed that, except as provided hereunder, the failure of Integrator to make timely and complete payment shall constitute a material breach and default of this Agreement on the part of Licensee.
4.2 Taxes. Integrator agrees to provide Litify with a tax exemption certificate or to pay all sales, use or value-added taxes properly levied against or upon the provision of the API hereunder. All such taxes may be separately stated on the invoice to which they apply, based on any allocation of the fees specified in the purchase order.
5. IP & FEEDBACK.
5.1 IP Rights in the API. Litify retains all right, title, and interest in and to the API, including without limitation all software used to provide the API and all graphics, user interfaces, logos, trademarks reproduced through the API, as well as all Content other than Integrator’s Content. This Agreement does not grant Integrator any intellectual property license or rights in or to the API or any of its components, except to the limited extent that this Agreement specifically sets forth Integrator’s license rights. Integrator recognize that the API and its components are protected by copyright and other laws.
5.2 Feedback. Litify has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Integrator provides to Litify, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Litify’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Integrator. Integrator hereby grants Litify a perpetual, irrevocable right and license to exploit Feedback in any and every way. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Litify’s products or services.)
6. DISCLAIMERS.
6.1 Warranty Disclaimers. INTEGRATOR ACCEPTS THE API “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) LITIFY HAS NO OBLIGATION TO INDEMNIFY OR DEFEND INTEGRATOR AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) LITIFY DOES NOT REPRESENT OR WARRANT THAT THE API WILL PERFORM WITHOUT INTERRUPTION OR ERROR; (c) LITIFY DOES NOT REPRESENT OR WARRANT THAT THE API IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT INTEGRATOR’S CONTENT WILL REMAIN PRIVATE OR SECURE; AND (d) LITIFY DISCLAIMS ANY REPRESENTATION OR WARRANTY CONCERNING PRODUCTS OR SERVICES PROVIDED BY OTHER USERS OF THE API OR OTHER THIRD PARTIES.
6.2 Interactions with Other Users. Integrator agrees that Integrator is solely responsible for Integrator’s transactions or other interactions, either through the API or through other means of communication, with other users of the API. Integrator acknowledges that Litify has no liability for any such interactions. Litify may monitor or become involved in disputes between Integrator and other users of the API but has no obligation to do so.
6.3 Third Party Sites and Content. Integrator understands that the API may contain or send Integrator links to third party websites, applications or features not owned or controlled by Litify (“Third Party Sites”), and that links to Third Party Sites may also appear in Content available to Integrator through the API. The API may also enable interactions between the API and a Third Party Site through applications that connect the API, or Integrator’s profile on the API, with a Third Party Site. Through Third Party Sites Integrator may be able to access Content from third parties that Litify does not control and/or share Integrator’s Content with others. INTEGRATOR ACCESSES THIRD PARTY SITES ENTIRELY AT INTEGRATOR’S OWN RISK, AND LITIFY WILL HAVE NO LIABILITY FOR INTEGRATOR’S USE OF OR ACCESS TO THIRD PARTY SITES AND/OR THIRD PARTY CONTENT.
7. INDEMNIFICATION. Integrator agrees to defend, indemnify, and hold harmless Litify and the Litify Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of, related to, or alleging: (a) infringement or violation of third party intellectual property, privacy or publicity rights by Content submitted to or transmitted through the API from Integrator’s account, including without limitation by Integrator’s Content; and (b) claims that use of the API through Integrator’s account harasses, defames, or defrauds a third party, infringes or misappropriates copyright, trade secret, or other intellectual property rights, or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Integrator’s obligations set forth in this Article 7 include retention and payment of attorneys and payment of court costs, as well as settlement at Integrator’s expense and payment of judgments. Litify will have the right to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “Litify Associates” are Litify’s officers, directors, employees, shareholders, parents, subsidiaries, agents, successors, and assigns.)
8. LIMITATION OF LIABILITY.
8.1 Dollar Cap. LITIFY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID AND PAYABLE HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT THAT GIVES RISE TO LIABILITY.
8.2 Exclusion of Consequential Damages. IN NO EVENT WILL LITIFY BE LIABLE TO INTEGRATOR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
8.3 Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 8 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF LITIFY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF INTEGRATOR’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 8, Litify’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Litify’s liability limits and other rights set forth in this Article 8 apply likewise to Litify’s Associates.
9. Term & Termination.
9.1 Term. This Agreement shall commence as of the Effective Date and shall continue for the term specified in any Order Form(s), as such may be extended or terminated in accordance with this Agreement.
9.2 Renewal. Except as otherwise specified in an Order Form(s), subscriptions pursuant to an Order Form(s) will automatically renew for additional periods equal to the expiring term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant term. The per unit pricing during any renewal term will increase by up to 7% above the applicable pricing in the prior term, unless otherwise set forth in any Order Form(s) or unless Litify provides Integrator notice of different pricing at least sixty (60) days prior to the applicable renewal term.
9.3 Termination. This Agreement, provision of the API hereunder, and/or any or all Order Form(s) may be terminated by either party for cause (i) upon thirty (30) days written notice to the other party of a material breach of this Agreement if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If this Agreement is terminated by Integrator in accordance with this Section 9.3, Litify will refund Integrator any fees prepaid by Integrator covering the remainder of the term of all Order Form(s) after the effective date of termination. If this Agreement is terminated by Litify in accordance with this Section 9.3, Integrator will pay any unpaid fees covering the remainder of the term of all Order Form(s). In no event will termination relieve Integrator of its obligation to pay any fees or amounts payable to Litify for the period prior to termination.
9.4 Effects of Termination. Upon termination of this Agreement, Integrator shall cease all use of the API and Litify may disable any API Token or other password in use. The following provisions will survive termination of this Agreement: Articles 5 (IP & Feedback), 6 (Disclaimers), 7 (Indemnification), 8 (Limitation of Liability), and 10 (Miscellaneous); and any other provision of this Agreement that must survive to fulfill its essential purpose.
10. MISCELLANEOUS.
10.1 Independent Contractors. The parties are independent contractors. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
10.2 Notices. Either party may send notices to the other party via email to the email address provided in the signature blocks, and such notices will be deemed received when shown to be received in the receiver’s email logs, or 24 hours after they are sent without a notice of non-delivery.
10.3 Assignment & Successors. Integrator may not assign this Agreement or any of Integrator’s rights or obligations under this Agreement without Litify’s express written consent. Except to the extent forbidden in this Section 10.3, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
10.4 Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
10.5 No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
10.6 Choice of Law & Jurisdiction: This Agreement will be governed solely by the internal laws of the State of New York, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. To the extent that arbitration is not required under Subsection 10.10 below, the parties consent to the personal and exclusive jurisdiction of the federal and state courts of New York, New York. This Subsection 10.6 and Subsection 10.10 below govern all claims arising out of or related to this Agreement, including without limitation tort claims.
10.7 Conflicts. In the event of any conflict between this Agreement and any Litify policy made available online, including without limitation the Privacy Policy, the terms of this Agreement will govern.
10.8 Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous agreements, writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
10.9 Amendment. Litify may amend this Agreement from time to time by posting an amended version at its website and sending Integrator written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Integrator gives Litify written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions for the remainder of the then current term and will not renew. Integrator’s continued use of the API following the Proposed Amendment Date will confirm Integrator’s consent to the Amendment. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 10.9, Litify may revise the online policies at any time by posting a new version of either at Litify’s website, and such new version will become effective on the date it is posted.
10.10 Dispute Resolution. Any legal disputes or claims arising out of or related to this Agreement (including without limitation claims related to the use of the API, the interpretation, enforceability, revocability, or validity of the Agreement, or the arbitrability of any dispute), that cannot be resolved informally shall be submitted to binding arbitration in New York, New York. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered in accordance with the American Arbitration Association’s Commercial Arbitration Rules before one (1) arbitrator, where arbitration is conducted in English, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Last updated: April 3, 2025