API Terms of Use

Last Update: August 7, 2023

Thank you for you for your interest in Proofpoint. Proofpoint offers a wide range of cybersecurity products and services, including certain Application Programming Interfaces ("API").

The Proofpoint APIs are provided solely to manage and facilitate the use of Proofpoint Products by its customers. If Proofpoint believes you or your Users are misusing Proofpoint’s API and/or Data or using it in a way that is contrary to Proofpoint’s business interests, Proofpoint may, at its sole discretion, terminate this Terms of Use (“Agreement”) and/or suspend your access to Proofpoint’s APIs.

This Agreement, including any accompanying documentation or specifications that apply to your use of the Proofpoint APIs, is between Proofpoint, Inc. (“Proofpoint”) and any person who, on behalf of oneself, a third party, or any entity, that access the Proofpoint API for use or integration with other products, services, applications, or offerings you provide end users in your environment (“you” or “your”), and governs your use of Proofpoint’s APIs.

1. Definitions.
   1. Proofpoint API means (i) any form of machine accessible application programming interface that Proofpoint makes available, including all associated tools, elements, components and executables, (ii) any Proofpoint sample code that enables interactions with a Proofpoint product or service, (iii) any content, data, tools, and documentation maintained in our proprietary database, and (iv) any documentation or instructions that Proofpoint makes available to help enable your access to the Proofpoint API.
   2. Proofpoint Application Key means the confidential security keys provided to you by Proofpoint for your use of the Proofpoint API, including any application, developer and/or certificate IDs.
   3. Application means other products, services, software applications, websites, interface, or offerings that enhance or operate to interact with the Proofpoint API and are either: (1) developed and owned by you, or (2) you license from a third party.
   4. Authorized Use means the use identified in Section 2.
   5. Confidential Information means non-public information in any form and regardless of the method of acquisition that the Discloser (as defined below) designates as confidential or should be reasonably known by Recipient (as defined below) to be Confidential Information due to the nature of the information disclosed and/or the circumstances surrounding the disclosure. Confidential Information shall not include information that is: (i) in or becomes part of the public domain (other than by disclosure by Recipient in violation of this Agreement); (ii) previously known to Recipient without an obligation of confidentiality and demonstrable by the Recipient; (iii) independently developed by Recipient without use of Discloser’s Confidential Information; or (iv) rightfully obtained by Recipient from third parties without an obligation of confidentiality.
   6. Data means any content, data, tools, and documentation maintained in our proprietary database or which accompanies the Proofpoint API.
   7. Proofpoint Product means the Appliance, Service or Software licensed and/or purchased by Customer under a Purchase Order.
   8. Proofpoint End-User means Customer’s and its Affiliates’ employees and other individuals authorized to use the Proofpoint Product under a written agreement.
   9. Service means any Proofpoint Product licensed on a hosted basis as a software-as-a-service.
   10. Users means end-users of an Application, including sublicensors.
2. Authorized Use, Use Restrictions.
   1. Authorization. Subject to your strict compliance with the terms and conditions of this Agreement, Proofpoint authorizes you to access, call, and use the Proofpoint API solely for the purpose of facilitating your own or your Users use of Proofpoint’s products and services, subject to the following Authorized Use.
      1. Integrating or using the Proofpoint API in connection with other Applications in manner consistent with this Agreement,
      2. Making limited copies of the of the Proofpoint API Data only as necessary to perform activities authorized under this Agreement. All copies must be deleted upon termination or expiration of this Agreement or upon the direction of Proofpoint, which may be required in its sole discretion, and
      3. Using, displaying, or modifying Data only as expressly authorized by this Agreement.
   2. Access to Proofpoint API. Where applicable, Proofpoint will provide you with an Proofpoint Application Key, which is Proofpoint’s Confidential Information. You are responsible for keeping Proofpoint Application Keys confidential. You may not share or transfer your Proofpoint Application Key to any third-party without Proofpoint’s prior written consent. Proofpoint may revoke the Proofpoint Application Key provided to you at any time, at Proofpoint’s sole discretion.
   3. Use Restrictions. The Authorized Use does not include any rights to, and you shall not with respect to the Proofpoint API: (i) reverse engineer, decompile, modify, disassemble, or otherwise alter the Proofpoint API or any part thereof or reduce the Proofpoint API to human perceivable form in whole or in part, except and only to the extent that such activity is expressly permitted by this Agreement or applicable laws; (ii) use the Proofpoint API to circumvent the security of another party’s network / information or develop malware; (iii) use any feature of the Proofpoint API for any purpose other than the purpose expressly stated in this Section; (iv) use the Proofpoint API for any illegal, unauthorized, or improper purposes or in any manner that would violate this Agreement; (v) remove any legal, copyright, trademark, or other proprietary rights notices contained in or on the Proofpoint API or Data; (vi) sell, resell, share, transfer, sublicense, or fail to protect the confidentiality of any Data obtained through the Proofpoint API not authorized by this Agreement, directly or indirectly, to any third party, including any data broker, ad network, ad exchange, or other advertising monetization-related party; and (vii) intentionally interfere with or disrupt Proofpoint’s services or servers or networks connected to services; (viii) use the Proofpoint API in connection with any product or service or Application that is competitive with Proofpoint’s offerings or for the development or creation of a solution (combined or standalone) that is competitive with Proofpoint’s offerings or for any other purpose that is to Proofpoint’s commercial disadvantage; and (ix) use the Proofpoint API and/or Data in a manner not authorized under this Agreement.
   4. PROOFPOINT RESERVES THE RIGHT TO LIMIT THE NUMBER OF AUTHORIZED USERS WITH ACCESS TO THE PROOFPOINT API AND/OR THE NUMBER OF PERIODIC CALLS YOU ARE ALLOWED TO MAKE AND MAY DO SO WITH REASONABLE NOTICE TO AN EXISTING AUTHORIZED USER, AT ITS SOLE DISCRETION. PROOFPOINT MAY SUSPEND YOUR ACCESS TO THE PROOFPOINT API IF YOU EXCEED PROOFPOINT API CALL LIMITS.
3. Proprietary Rights.
   1. Proprietary Rights. As between the parties, Proofpoint owns all rights, title, and interest in and to the Proofpoint API and to all output and executables of the Proofpoint API. Subject to the foregoing, you own all rights, title, and interest in and to your Applications. Except for the limited rights provided in this Agreement, neither party grants, and the other party shall not acquire, any right, title, or interest (including, without limitation, any implied license) in or to any property of the other party. All rights not expressly granted herein are deemed withheld. Any modifications or derivative works of the Proofpoint API created by you shall be owned by Proofpoint, and Proofpoint hereby grants you a worldwide, non-exclusive, non-transferable (subject to the section on “Assignment”) license to use the modification or derivative work solely for the Authorized Use and in accordance with the terms of this Agreement. Any other use is strictly prohibited.
   2. Use of Trademarks, Logos. Except as provided herein, neither party may use in any manner the other party’s name, trade name or corporate logo, or any contraction, abbreviation, or adaptation thereof, without the express written consent of the other party.
   3. Uptime, Security and Stability. Proofpoint does not make any guarantees with respect to the availability or uptime of the Proofpoint API. Proofpoint may, in its sole discretion, suspend your access to the Proofpoint API or systems to conduct maintenance or stop providing the Proofpoint API at any time, with or without notice to you.
4. User Agreement. As applicable, you shall enter into valid and binding end user license agreements (“EULA”) with your end users that contain provisions restricting the use of the Proofpoint API consistent with this Agreement. Each EULA shall contain limitations of liability and warranty disclaimers with respect to the Proofpoint API consistent with the limitations contained herein.
5. Fees. You shall pay the fees set forth in an applicable service and/or purchase order form, or if no such form is entered into, you shall access the Proofpoint APIs at no charge. All fees shall be non-refundable and payable in U.S. dollars thirty (30) days from the date on the applicable invoice.
6. Support. You agree to report to Proofpoint any errors or issues discovered with the Proofpoint API and describe the conditions and symptoms of such errors and difficulties. Proofpoint is in no way obligated to provide you with any error correction or support but may provide whatever error correction and/or support services are necessary to maintain operation of the Proofpoint API.
7. Representations and Warranties, Limitations of Liability.
   1. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, PROOFPOINT DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE, OR TRADE. ALL PROOFPOINT PRODUCTS, SERVICES, DATA, AND APIs PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.
   2. EXCEPT FOR DAMAGES RESULTING FROM A MATERIAL BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL PROOFPOINT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, DATA OR BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
   3. IN THE EVENT THAT THE ABOVE IS NOT ENFORCEABLE, PROOFPOINT’S AGGREGATE LIABITY UNDER THIS AGREEMENT IS LIMITED TO THE ANNUALIZED LICENSE FEES PAID FOR THE PROOFPOINT API.
8. Indemnity. You agree to defend and indemnify Proofpoint from and against any and all claims, costs, damages, liabilities, judgements and expenses (including reasonable attorneys fees) filed against Proofpoint that arise from or are related to (i) your use of the Proofpoint API, (ii) the development, use, maintenance, and content of your Application, (iii) your infringement of a third-party’s intellectual or proprietary rights, and/or (iv) your negligence or willful misconduct (“Claims”).
9. Confidentiality.
   1. Restrictions on Use. In connection with this Agreement, each party (“Recipient”) may receive Confidential Information of the other party (“Discloser”) or third parties to whom Discloser has a duty of confidentiality. Except as allowed in this Agreement, Recipient shall hold Discloser’s Confidential Information in strict confidence and shall not disclose any such Confidential Information to any third party, other than to its employees, and contractors, including without limitation, counsel, accountants and financial advisors, subject to the other terms of this Agreement, and in each case who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Recipient shall not use Discloser’s Confidential Information for any purpose other than as set forth in this Agreement. Recipient shall take the same degree of care that it uses to protect its own confidential information of a similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of the Discloser’s Confidential Information.
   2. Exceptions. Recipient may disclose Discloser’s Confidential Information: (i) to the extent required by applicable law or regulation; (ii) pursuant to a subpoena or order of a court or regulatory, self-regulatory or legislative body of competent jurisdiction; (iii) in connection with any regulatory report, audit, or inquiry; or (iv) where requested by a regulator with jurisdiction over Recipient. In the event of such a requirement or request, Recipient shall give Discloser prompt written notice of such requirement or request prior to such disclosure and a reasonable opportunity to review and comment upon the disclosure and request confidential treatment or a protective order pertaining thereto prior to making such disclosure.
   3. Destruction. Upon Discloser’s written request, Recipient shall use commercially reasonable efforts to destroy the Confidential Information and any copies or extracts thereof. However, Recipient and its employees, and contractors, including without limitation, counsel, accountants and financial advisors may retain any Confidential Information that: (i) they are required to keep for compliance purposes under a document retention policy or as required by applicable law, professional standards, a court, or regulatory agency; or (ii) have been created electronically pursuant to automatic or ordinary course archiving, back-up, security or disaster recovery systems or procedures; provided, however, that any such retained information shall remain subject to this Agreement. Upon Discloser’s request, Recipient will provide Discloser with written confirmation of destruction in compliance with this provision.
10. Term and Termination.
    1. This Agreement and the license granted hereunder shall remain in effect until terminated as set forth herein (the "Term").
    2. Proofpoint reserves the right to terminate this Agreement and suspend or permanently discontinue your access of the Proofpoint API and associated Data at any time with or without notice to you.
    3. You may terminate this Agreement at any time by emailing legal@proofpoint.com. Your termination will be effective when notice is received by Proofpoint at this email address. Upon termination, you will cease: (i) all use and access of the Proofpoint API and Data and (ii) creating modifications and derivative works from the Proofpoint API and Data. The Proofpoint API and any derivative works or modifications thereof shall remain the property of Proofpoint.
    4. Upon expiration or termination of this Agreement, you shall destroy and remove from all computers, hard drives, networks, and other storage media, all copies of Proofpoint’s Confidential Information, and shall so certify to Proofpoint that such actions have occurred.
    5. Upon termination or expiration of this Agreement, Sections 3, 8, 9, 10, 11 and any provisions that by their nature must survive termination of this Agreement.
11. Miscellaneous.
    1. Applicable Law. This Agreement will be governed by the laws of the State of California and the United States of America, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in Santa Clara, County, California, for resolution of any disputes arising out of this Agreement.
    2. Assignment. You may not assign this Agreement without Proofpoint’s the express written permission.
    3. Publicity. The parties agree not to make any public statement regarding the terms of this Agreement or any aspect thereof without the other party’s prior written approval, which may be withheld at its sole discretion.
    4. Independent Principals. You and Proofpoint are independent contractors and nothing in this Agreement creates a partnership, agency, joint venture, or employer-employee relationship between the parties.
    5. Equitable Remedies and Specific Performance. Each Party acknowledges that each provision in this Agreement providing for the protection of the other Party’s proprietary rights is material to this Agreement. Parties acknowledge that any threatened or actual breach of proprietary rights by the other Party will constitute immediate, irreparable harm, for which equitable remedies may be awarded by a court of competent jurisdiction.
    6. Severability. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision will be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect.
    7. Entire Agreement. This Agreement constitutes the entire agreement between you and Proofpoint and supersedes all prior agreements and understandings between the parties with respect to the subject matter of this Agreement.