Effective from July 27, 2020 until Nov 18, 2020
This End-User License Agreement (“EULA”) is between you (“You” or “you”) and Postman, Inc. (“Postman” or “we”) and governs your use of all versions of the Postman software and services (collectively “Product”).
2. Binding Agreement
By downloading, installing, or using the Product on any computer system, or by accepting this EULA (either by clicking a box indicating that you accept this EULA, or by executing an Order referencing this EULA), you indicate your assent to be bound by this EULA.
Postman reserves the right to modify terms of this EULA at its discretion. If Postman makes any material changes to the EULA terms, it may notify you by email or posting a notice on www.postman.com (“Website”).
If You are agreeing to this EULA not as an individual but on behalf of your company, government, or other entity for which you are acting (for example, as an employee or government official) then “you” means your entity and You are binding your entity to this EULA. If you do not have such authority or if you do not agree with the terms of this EULA, do not accept this EULA and do not use the Product. The Product is not intended for and should not be used by anyone under the age of 16. You must ensure that all Users are at least 16 years old.
3. Use of the Product
Subject to the terms and conditions of this EULA and Your paying the applicable fees, Postman grants You a revocable, non-exclusive, non-transferable, non-sublicensable, license to Use* the Product in executable code form in accordance with the terms of this EULA. Except for the limited license set out in this EULA, Postman grants you no other license or right in the Product. Your license will end when this EULA is terminated even if there are terms to the contrary set out elsewhere in this Agreement or in other documentation entered into between Postman and you.
*Use, Using or Used means to directly or indirectly activate the processing capabilities of the Product, load, execute, access, utilize, store, employ the Product, or display information resulting from such capabilities including uploading any Content** or generating any Content by utilizing its capabilities. User means the specific individuals whom you designate to Use the Product and for whom you have paid the applicable fees. **Content means any data, code, content, images or other materials of any type that you upload, process, submit or otherwise transmit through the Product.
The Product includes certain code and libraries licensed to us by third parties, including open source software (“OSS“) as listed at postman.com/dependencies along with the applicable OSS license. Your right to use such OSS shall be governed by the applicable OSS license agreement instead of the terms of this EULA.
4. Proprietary Rights and Non-exclusivity
You acknowledge and agree that Postman and its licensors have and retain all legal right, title and interest in the Product including but not limited to any ideas, concepts, inventions, systems, platforms, interfaces, tools, utilities, user interface, algorithms, logic, formula, scripts, work flows, processes, software, methodologies, databases, know-how, trade secrets and other technology and information including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist.
This EULA is a non-exclusive arrangement. There is no prohibition or restriction on Postman to provide same or similar rights as set out in this EULA to any other person.
5. Software Terms
5.1 Postman Account
The Product allows You to create an individual account (“Account”). The information you provide to us when you create an Account must be accurate, complete and current. You also have the obligation to keep your Account information accurate, complete and current at all times. If any of the information you submit to us at the time of Account creation changes, you must promptly update the same.
At any given point in time a specific Account may only be logged in on a maximum of three (3) computer systems.
You must keep your Account access credentials safe and secure. You are responsible for all actions taken through your Accounts. You are required to promptly inform Postman and modify your Account login credentials or those of a permitted User if such login credentials are compromised and/or misused/likely to be misused by a third party to improperly access the Product through your Account.
5.2 Postman Teams
All versions of the Postman product may support working collaboratively in teams.
The individual who will be responsible for the establishment and management of your team is referred to as an Admin User. Once your Admin User has created your Account, they can invite other individuals to Use the Product through the “invite” feature in the Account (each, a “User”). The Admin User will be required to provide the name, email address, and any other information required by Postman for each User.
An Admin User shall be entitled to designate more than one Admin User. Upon such designation, each new Admin User will be able to do everything that any other Admin User is permitted to do by the Product and this EULA.
Postman charges you a fee for each User to whom you want to provide the ability to Use the Product on your behalf. You must not exceed the number of licensed Users, allow any form of time sharing use, permit more than one individual to use the same Postman login credentials, or any other arrangement which bypasses or defeats Postman’s system controls designed to enforce team size limits. Subject to the terms herein, your Admin Users may add or remove Users from your Account by following relevant instructions set out in Postman’s standard published documentation for the Product.
5.3 The Postman API
Your Account data may be accessible via an Application Programming Interface (“API”). Any use of the API, including use of the API through a third-party product that accesses the Account, the Product or the Website is bound by the terms in this EULA including the following:
Excessively frequent requests via the API (in excess of the rate limits set out at API.postman.com) may result in the temporary or permanent suspension of your team's access to the API. Postman, in its sole discretion, will determine abuse or excessive usage of the API. Postman will make a reasonable attempt via email to communicate with the Admin User prior to suspension.
Postman reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.
You expressly understand and agree that Postman shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Postman has been advised of the possibility of such damages), resulting from access to your Content via the API.
6. Ownership and Sharing of Content
You own all right and title in the Content that you upload into, or generate by Using, the Product. Therefore, You are solely responsible for any Content uploaded into or generated by Using the Product through your Account. Your Content must not violate any applicable law or any right (including intellectual property right) of any person or entity.
Postman provides you the ability to store all or part of Your Content on the Server*. This storage functionality is provided to you on an “as-is where-is basis” and Postman does not take any responsibility for the security of such Content. If you use the storage functionality to store Your Content, You will be deemed to have accepted all the conditions in this EULA relating to such functionality.
*Server means the storage server and such other hardware and software resources of Postman that are used to store amongst other things, the Content. Content is shared and made available for editing, modifying or downloading entirely at the risk of your Users and you. The sharing and enabling of editing/modification rights to Content is entirely within the control of your Users and Postman will not have any liability whatsoever to anyone associated with your Account (including your employer) if Content suffers loss or damage or retardation of functionality or is misappropriated pursuant to such sharing.
Your Use of the Product does not require any personally identifiable information to be uploaded into or included in the Product except to the extent set forth in this paragraph. You hereby permit Postman to collect, use, store and process email address(es), IP addresses from which you access the Product and other login or authentication credentials from both your Users and you in order to ensure that your Users and you have proper access to the Product and to resolve any issues you may encounter while Using the Product. This information may be considered personally identifiable information under the laws of the jurisdiction from which you access and Use the Product. Postman shall collect, use, store and/or process this information only for the purposes listed out above or to contact you with information about Postman and its offerings. Upon termination of this EULA, any information provided by You for creation of your Account will be deleted by us from our records within a reasonable period of time following such termination.
7. Fees and Taxes
Your use of the Product is subject to your paying Postman the fees applicable to the Product plan selected and/or used by you. You acknowledge and agree that different Product plans provide access to different sets of features in the Product as well as differential levels of permitted usage for those features. The fees and features available for each Product plan are listed at postman.com/pricing (the “Pricing”).
You will pay all fees in United States Dollars per the payment terms on an Order or otherwise mentioned at the time of purchase. The amount of fees payable by you shall vary depending upon the number of Users and the period or “subscription term” for which you intend to Use the Product. In making payment, you acknowledge and agree that you are not relying on being able to use the Product beyond the term of this EULA or on any future product enhancements or upgrades. If you add Users during a subscription term, such subscriptions will be billed at the then-current rate listed in the Pricing for your Product plan, and shall be co-termed through the end of the applicable subscription term. If you make any purchases through a reseller, you owe payment to the reseller as agreed between you and the reseller, but you acknowledge that we may terminate your right to Use the Product if we do not receive our corresponding payment from the reseller.
Our fees are exclusive of all taxes that are payable in respect of the Product or its Use in the jurisdiction in which the payment is either made or received. To the extent that any taxes, duties or similar levy may be payable, you must pay Postman the amount of such taxes, duties or similar levies in addition to any fees owed by you under this EULA. If you have obtained an exemption from the payment of such taxes or levies and you provide such information to Postman, Postman will take reasonable efforts to provide you with such invoicing documents as may enable you to seek a refund or credit for the amount of taxes so paid from any relevant revenue authority, if such a refund or credit is available.
Except as otherwise specified in an Order, all subscriptions will automatically renew for periods equal to your initial subscription term (and you will be charged at the then-current rates in the Pricing) unless you cancel auto-renewal of your subscription through your Account at least thirty (30) days prior to the end of the then-current subscription term. If you cancel auto-renewal, your subscription will terminate at the end of then-current billing cycle, or immediately if you so choose, however you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
Postman has only licensed the Product to You and Postman does not sell the Product. As between Postman and you, Postman owns all right, title and interest in and to the Product, and any intellectual property rights associated with it and with Postman. Postman reserves all rights in and to the Product that it does not expressly grant You in this EULA. You agree not to:
Use the Product for any illegal purpose or in a manner that it violates any law or rights of any other person;
Permit Use of the same Product in a manner not authorized by this EULA;
Disassemble, decompile, unlock, reverse engineer, or decode the Product in any manner or create any derivative works based on the Product;
Re-sell, grant any rights under this EULA to any third party or lease, time-share, lend or rent Products;
Copy any features, functions or user interfaces of the Products;
Introduce any malicious code, virus, malware, or any other material that disrupts, slows down or causes the Product to malfunction;
Upload or generate any Content that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable; or
Use the Product if you are under 16 years of age.
9. Additional Features
Postman shall from time to time release additional features of the Product. Use of these features may be subject to payment of fees and other terms as prescribed by Postman. To use such additional features in the Product, You are required to abide by such additional terms and pay fees, as applicable.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PRODUCT IS AT YOUR SOLE RISK AND THAT THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NON INFRINGEMENT, TITLE, FUNCTIONALITY, MERCHANTABILITY OR FITNESS FOR PURPOSE. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. POSTMAN DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE SECURE, ERROR FREE, VIRUS FREE OR UNINTERRUPTED, THAT ANY STORED DATA WILL BE ACCURATE OR RELIABLE, OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED, OR THAT IT WILL BE ABLE TO RECTIFY/REMEDY ANY ERRORS OR DEFECT.
YOU HAVE CHOSEN TO USE THE PRODUCT ON YOUR OWN VOLITION AND POSTMAN BEARS NO RESPONSIBILITY AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT. POSTMAN WILL NOT UNDER ANY CIRCUMSTANCE BE RESPONSIBLE FOR LOSS OF ANY DATA WHETHER FROM YOUR COMPUTER OR THE SERVER, DUE TO USE OF THE PRODUCT.
POSTMAN HAS NO CONTROL OVER THE CONTENT UPLOADED OR GENERATED BY YOU IN YOUR USE OF THE PRODUCT. POSTMAN UNDERTAKES NO RESPONSIBILITY FOR ANY LOSS THAT YOU OR ANY OTHER PERSON MAY SUFFER DUE TO ANY CONTENT UPLOADED OR GENERATED BY YOUR USE OF THE PRODUCT. POSTMAN HAS NO CONTROL OVER THE USE THAT ANY THIRD PARTY MAY PUT TO ANY CONTENT THAT IS SHARED BY YOU ON THE PRODUCT. POSTMAN ASSUMES NO RESPONSIBILITY FOR ANY LOSS THAT YOU OR ANY THIRD PARTY MAY SUFFER DUE TO ANY CONTENT SHARED BY YOU USING THE PRODUCT.
POSTMAN SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE POSTMAN’S REASONABLE CONTROL.
11. Indemnity And Liability
Postman will defend you from any claim made by a third party that the your Use of the Product infringes a United States or European Union patent or a registered copyright (a “Claim”), and we will indemnify you and hold you harmless against any damages and costs finally awarded by a court of competent jurisdiction or agreed to in a settlement by Postman (including reasonable attorneys’ fees) arising out of a Claim, provided that we have received from you: (a) prompt written notice of the claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the claim, including providing us a copy of the claim and all relevant evidence in your possession, custody or control; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the claim. If your use of a Product is (or in our opinion is likely to be) enjoined, if required by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure a license for your continued use of the Product in accordance with this EULA; (ii) substitute a substantially functionally similar Product; or (iii) terminate your right to continue using the Product and refund the applicable fee paid by you prorated using a straight line depreciation formula to reflect your use of the Product from the payment date. Postman’s indemnification obligations above do not apply: (1) if the Product is modified by any party other than Postman, but solely to the extent the alleged infringement is caused by such modification; (2) if the Product is used in combination with any non-Postman product, software or equipment, but solely to the extent the alleged infringement is caused by such combination; (3) to unauthorized use of Products; (4) to any Claim arising as a result of Your Content or (5) if you settle or make any admissions with respect to a Claim without Postman’s prior written consent. THIS SECTION 11 FIRST PARAGRAPH (IP INDEMNIFICATION BY POSTMAN) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY PRODUCT OR OTHER ITEMS PROVIDED BY POSTMAN UNDER THIS EULA.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT POSTMAN, ITS REPRESENTATIVES, AND LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY LOSS OF DATA, LOSS OF USE, FAILURE OF SECURITY MECHANISMS, BUSINESS INTERRUPTION, LOSS OF INCOME OR PROFIT OR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY LOSS OR DAMAGES THAT MAY BE INCURRED BY YOU BY USE OF THE PRODUCT, WHETHER OR NOT POSTMAN OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. NEITHER PARTY’S LIABILITY TO THE OTHER SHALL EXCEED THE FEES PAID BY YOU TO POSTMAN IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA, POSTMAN’S LIABILITY TO YOU FOR PRODUCTS THAT ARE FREE OF CHARGE SHALL NOT EXCEED USD 50.
Each Party may, during the term of this EULA, exchange and/or provide the other Party with access to their Confidential Information*. Confidential Information may be disclosed to the receiving party either orally, visually, in writing or in any other form. The receiving party shall not disclose Confidential Information to any other person, firm, corporation, association or entity, for any purpose whatsoever without the prior written consent of the disclosing party. The receiving party shall take all reasonable security precautions, including precautions at least as great as it takes to protect its own confidential information, to protect the secrecy of the Confidential Information and shall disclose Confidential Information only to its employees or consultants on a need-to-know basis. The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore, the disclosing party shall be entitled to seek appropriate equitable relief in addition to its other remedies under law for any unauthorized disclosure of Confidential Information by the receiving party.
*Confidential Information includes but is not limited to the business plans, business forecasts, financial information, customer lists, development, design details, specifications, patents, copyrights, trade secrets, proprietary information, methodologies, techniques, sketches, drawings, models, inventions, know-how, processes, algorithms, software programs, software source documents, documentation and third party materials.
13. Termination And Take-Down
Postman will not terminate the EULA except as set out in this section below. Should You wish to terminate the EULA, You are required to provide 14 days’ notice to Postman by sending an email with subject line “EULA Termination” to firstname.lastname@example.org and specifically mention the Product you are Using.
Postman has the right to terminate the EULA, if (i) You have breached any term in the EULA, (ii) it is required to do so under law, or (iii) Postman decides to discontinue the Product.
If Postman receives a take-down notice for any Content shared by You, it shall take reasonable steps to determine the basis for such notice. If Postman concludes that it is legally obligated to comply with such request or that it is appropriate for Postman to comply with such request, it may, in its sole and absolute discretion, remove such Content and provide written intimation to you of it. You will not be entitled to challenge Postman’s determination in this regard and Postman will not have any liability to You as result of taking down Content in accordance with this Section 13.
15. General Terms
This EULA constitutes the entire agreement between You and Postman regarding your Use of the Product, and supersedes all prior agreements (written or oral) between You and Postman in relation to the Product. No amendment, modification, or waiver of any provision of this EULA will be effective unless in writing and signed by both parties. You agree that any term or condition stated in Your purchase order or in any other order documentation (excluding Postman forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order, and (2) this EULA.
You must keep all information received by You from Postman in relation to the Product or otherwise, strictly confidential. You are not permitted to share those information with any third party without prior written permission of Postman.
You agree that if Postman does not exercise or enforce any legal right or remedy which is contained in this EULA (or which Postman has the benefit of under any applicable law), this will not be taken to be a formal waiver of Postman’s rights and that those rights or remedies will still be available to Postman.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this EULA is invalid, then that provision shall be deemed removed from this EULA without affecting the rest of this EULA. The remaining provisions of this EULA will continue to be valid and enforceable.
The rights granted in this EULA may not be assigned or transferred by You without the prior written approval of Postman. You are not permitted to delegate Your responsibilities or obligations under this EULA without the prior written approval of Postman. Postman is entitled to assign, transfer or delegate any right, responsibility, duty or obligation under this EULA.
This EULA applies whether you purchase our Products directly from Postman or through a reseller (“Reseller”). Resellers are not authorized to make any promises or commitments on Postman’s behalf, and we are not bound by any obligations to you other than what we specify in this EULA.
Any information provided by You for creation of an Account shall not be used by Postman for any purpose other than (i) to enable Your Use of the Product, or (ii) to render any service to You through Your Use of the Product, or (iii) to improve the product as mentioned in Section (6), or (iv) in any manner as permitted by You. Upon termination of this EULA, any information provided by You for creation of an Account will be deleted by us from our records, normally within six months after such termination.
Please send any feedback and suggestions that You have for the Product to email@example.com. You agree that Postman is at liberty to use and incorporate those feedback and suggestions in the Product without affecting its rights and title in the Product.
This EULA shall be governed by the laws of the state of Delaware and the United States, without regard to any conflict of law provisions. You and Postman agree to submit to the exclusive jurisdiction of the courts in the state of Delaware to resolve any dispute arising out of this EULA.
The obligations in Sections 4, 8, 10, 11, 12, 13 and 15 will survive any expiration or termination of this EULA.