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API TERMS OF USE

Last updated: August 21, 2026

In these API Terms, “Supplier” means Premier Construction Software and “Customer” means the entity that accesses or uses Supplier’s APIs. No signature is required; these API Terms are accepted as described in section 3 below.

These API Terms are supplemental to and governed by the main agreement already signed by the parties hereto (the “Underlying Agreement”) and these API Terms shall supersede in the event of a conflict to the Underlying Agreement, solely to the extent of such conflict.

  1. Applicability. These API Terms, including the provisions herein and any linked content incorporated by reference, is entered by the Customer if they use or access Supplier’s application programming interfaces (“APIs”) made available by Supplier to Customer along with any code, software, test data sets, portals, code libraries, data formats, or other resources provided by Supplier that facilitate usage of the APIs, including without limitation, wrapper libraries, sample code, data specifications, data sets, manuals, API updates and changes (together with the APIs, the “API Materials”).
  2. Acceptance of Terms. The API Terms become binding on Customer immediately upon Customer’s (i) checking of a box and/or clicking on the “Agree”, “Accept” or similar button, or (ii) first access or use of the API Materials. The API Terms shall remain in place for as long as Customer has access to the API Materials or until termination as described below. By accepting these API Terms, Customer (a) represents to Supplier that it is authorized to agree to the API Terms on behalf of Customer; (b) agrees to be legally bound by the API Terms; and (c) waives on behalf of the Customer any rights, to the maximum extent permitted by applicable law, to any claim anywhere in the world concerning the enforceability or validity of these API Terms. If one or more of these representations are not true, then Customer must not accept these API Terms and cease any further attempt to access and/or use the API Materials.
  3. Modification of Terms. At its discretion, Supplier may revise these API Terms at any time by placing updated API Terms on Supplier’s website. By continuing to access and/or use the API Materials, Customer accepts the revised API Terms. Customer is responsible for checking to see if there are updated API Terms.
  4. Customer Responsibility. Customer agrees that the authentication will be provided through Azure AD, and acknowledge that Azure AD is a third party service that Supplier has no liability for. Customer must keep registration information accurate and complete so long as Customer uses the API Materials. Customer shall not provide your login credentials to any third party and shall not misrepresent or mask its identity when using the API Materials. Customer is responsible for any use of the API Materials, including without limitation calls made to the APIs, that occurs under credentials issued to Customer; or any use of the API Materials under Customer’s account even if said use does not comply with Customer’s internal procedures or corresponds to Customer’s failure to protect such credentials. Customer acknowledges and agrees that, as between Customer and Supplier, Customer bears sole and exclusive responsibility for all Application Data from the moment it is transmitted through or extracted via the API, including during transmission and upon receipt by any third-party application, platform, or system. Supplier has no visibility into, control over, or responsibility for any data handling, processing, storage, security, or use that occurs outside of Supplier’s own software environment. If Customer believes its credentials or account have been compromised, including any unauthorized access to or use or disclosure of any of Customer account information, passwords, usernames or credentials, Customer must immediately notify Supplier at help@premiercs.com.
  5. License and Access.
    1. License. These API Terms govern the rights of Customer and its authorized users to use, access, and reference the API Materials. Subject to Customer’s compliance with these API Terms, Supplier hereby grants Customer a limited, non-exclusive, revocable, non-transferable, non-sublicensable, worldwide license solely for Customer and its authorized users to use, display and reproduce the API Materials solely in connection with Customer’s internal business purposes as contemplated in the API Materials. No licenses are to be implied from any term of these API Terms other than the licenses expressly granted herein. Without limiting the generality of the foregoing, Customer must not, and shall ensure that none of its authorized users: (I) use the APIs to subvert or bypass the license restrictions of the Subscription Services; or (II) resale, export, re- export, or transfer the APIs or API Materials.
    2. Change Management. Supplier reserves the right to modify or discontinue all or part of the API Materials at any time and the changes may impact how Your software, applications, websites, systems or functions that use, call, command, query or request API Materials (“Your Application”) accesses the API, and/or the functionality of the API. Accordingly, Customer acknowledges and agrees that it may not rely on the future availability of any particular feature or functionality in the API Materials, and that the development of Your Application utilizing the API Materials is done entirely at Customer’s own cost and risk. Although Supplier will make reasonable efforts to provide advance notification of the change to the API Materials, Supplier shall have no liability to Customer for API Materials or any changes to the API Materials, including, but not limited to, any adverse effects on the functionality of Your Application.
    3. Rights Reserved. The API Materials are licensed, not sold. Except for the license expressly granted in these API Terms, Supplier and/or its suppliers retains all right, title, interest in and to the API Materials and all related intellectual property rights. Any use of the API Materials other than as expressly stated in these API Terms is prohibited.
  6. Your Usage.
    1. Usage Requirements. Customer is solely responsible for Your Application, and for any data that Your Application pulls or pushes via the API (“Application Data”). If Customer develops additional applications while using the API Materials, each application will be deemed Your Application and: (a) Your Application must offer substantial and different functionality than the functionality offered by Supplier’s products, software and services (hereinafter called “Premier Offerings”), (b) Customer shall use reasonable technical and organizational security measures to protect any Application Data sent or received using the API, and (c) Customer shall ensure that Your Application does not make excessive or disruptive use of the API Materials. Supplier may monitor Customer’s use of the API Materials to verify its compliance with these API Terms, improve Premier Offerings, and ensure quality, and Customer shall not interfere with this monitoring. Customer is solely responsible for complying with all applicable data localization, data protection, privacy and other laws and regulations relating to the collection, use and processing of Application Data by the API and Your Application, including without limitation providing any required notices or consents to end-users or customers and/or maintaining Application Data geographically in compliance with applicable data localization laws. If Your Application pulls or pushes Application Data via the API, Customer shall be responsible for ensuring it has all the rights necessary to pull or push such Application Data and process it using Your Application and shall notify the user or customer that Supplier is not responsible for Your Application or Your use of the Application Data. Customer expressly acknowledges that Supplier has no control over, and bears no responsibility or liability whatsoever for, the acts or omissions of any third-party partner, platform, or system to which Application Data is transmitted via the API. All risk of loss, damage, unauthorized access, corruption, or misuse of Application Data that occurs during transmission through the API or after receipt by a third-party partner is borne exclusively by Customer. Supplier’s obligations with respect to Application Data terminate at the point at which that data exits Supplier’s software environment.
    2. Usage Limits. Supplier sets and enforces limits on the use of the APIs (such as limiting the number of requests Customer may make) in its sole discretion. Customer will not use the APIs in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of these API Terms and will not attempt to circumvent any usage limits expressly agreed between Customer and Supplier. If Customer exceeds, or Supplier reasonably believes that Customer has exceeded or attempted to circumvent limits established for Customer’s use of the APIs, Supplier may temporarily suspend or permanently block Customer’s access to the API Materials.
    3. Usage Restrictions. Customer shall not do the following:
      1. Use or access the API Materials to replicate or compete with any Premier Offerings;
      2. Modify or remove any proprietary notices or markings on or in the API Materials;
      3. Use the API Materials to (or attempt to) compromise, interfere with, modify, disable, or otherwise circumvent any technical or security measure or to compromise, interfere with, or otherwise disrupt any instance of any Premier Offerings, including, but not limited to, using the API Materials to gain unauthorized access to or test the vulnerability of any Supplier (or Supplier’s customers’ or partners’) system(s) or network(s);
      4. Use the APIs to upload data into any Supplier (or Supplier’s customers’ or partners’) system(s) or network(s) that (i) may create a risk of harm or any other loss or damage to any person or property; (ii) may constitute or contribute to a crime or a tort; (iii) includes any data that is illegal, unlawful, harmful, pornographic, defamatory, infringing, or invasive of personal privacy or publicity rights; (iv) contains any data that Customer does not have a right to upload;
      5. Attempt to reverse engineer, decompile, disassemble or derive the source code (or other trade secret or know-how information) for any Premier Offerings;
      6. Sell, loan, rent, lease, sublicense, distribute or encumber (e.g., by lien, security interest, etc.) the API Materials;
      7. Use any trademarks or service marks of Supplier or its suppliers;
      8. Copy, republish, upload, post or transmit the API Materials in any way;
      9. Attack or attempt to undermine the security, integrity, authentication or intended operation of the API Materials or any Premier Offerings;
      10. Use or access the API Materials to monitor the availability or performance of any Premier Offerings or for any other benchmarking activities;
      11. Use Application Data that does not belong to Customer or that Customer does not have permission to access or use;
      12. Violate the terms of the Underlying Agreement; or
      13. Violate the access and usage guidelines and limitations set out in the API Materials, or otherwise use the API in a manner that is excessive or abusive or adversely affects the use by Supplier’s other clients (as determined by Supplier acting reasonably).
  7. Termination. Customer may terminate these API Terms by discontinuing its access or use of the API Materials. Supplier may terminate these API Terms with or without cause by providing Customer with notice, which may be provided by email or posting a notice to Supplier’s website where Customer obtained the API Materials. Additionally, Supplier may, at its option, immediately suspend Customer’s use of the API Materials without notice if: (a) Customer is in breach of these API Terms; (b) Supplier believes that Customer’s use of the API Materials poses a security risk to any of Supplier’s offerings, any other Supplier customer, or any other user of the API Materials; or (c) Supplier suspects fraud, abuse, or any other illegal activity. Upon termination, all licenses granted to Customer by these API Terms shall immediately terminate and Customer must (i) cause its application to stop accessing or using the APIs (except for the purpose of Supplier-provided products and services). Sections that by their intention ought to survive termination of these API Terms shall so survive.
  8. Warranty Disclaimer. CUSTOMER TAKES FULL RESPONSIBILITY FOR THE USE OF THE API MATERIALS. SUPPLIER PROVIDES THE API MATERIALS AND THE USE OF THE API MATERIALS ON AN “AS IS” AND “AS AVAILABLE” BASIS. SPECIFICALLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPPLIER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND; DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS, ACCURACY, NONINFRINGEMENT, AVAILABILITY OR OPERATION; AND DOES NOT GUARANTEE THAT THE API MATERIALS AND THE USE OF THE API MATERIALS WILL BE FREE FROM ERRORS OR DEFECTS. SUPPLIER IS NOT LIABLE FOR DATA LOSS. DATA RECOVERY DUE TO MISUSE OF THE API MAY BE DIFFICULT AND/OR IMPOSSIBLE. DATA RECOVERY ATTEMPTS WILL INCUR PROFESSIONAL SERVICE COSTS. WITHOUT LIMITING THE FOREGOING, SUPPLIER EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY LOSS, DAMAGE, CORRUPTION, UNAUTHORIZED ACCESS, BREACH, OR MISUSE OF APPLICATION DATA THAT OCCURS: (A) DURING TRANSMISSION VIA THE API; (B) AFTER APPLICATION DATA HAS EXITED SUPPLIER’S SOFTWARE ENVIRONMENT; OR (C) WITHIN OR AT THE HANDS OF ANY THIRD-PARTY APPLICATION, PLATFORM, OR SYSTEM TO WHICH APPLICATION DATA IS TRANSMITTED. SUPPLIER MAKES NO REPRESENTATION OR WARRANTY REGARDING THE SECURITY, INTEGRITY, OR DATA HANDLING PRACTICES OF ANY THIRD-PARTY PARTNER AND ASSUMES NO RESPONSIBILITY THEREFOR.
  9. Limitations of Liability and Damages.
    1. Limitation on Damages. With respect to the access and/or use of the API Materials by either Customer or its authorized users, to the maximum extent permitted by applicable law, Supplier will not be liable under any legal theories (including negligence but excluding gross negligence or willful misconduct, where applicable law requires such exclusions) for any type of damages in excess of one month’s subscription revenue paid by Customer to Supplier, even if Supplier knew of the possibility of such damages. For greater certainty, Supplier shall have no liability whatsoever for any loss, damage, or claim arising from or related to Application Data during or after transmission via the API, including any loss, damage, or claim attributable to the acts or omissions of any third-party application, platform, or system.
    2. Regular Backups. Customer is solely responsible for its data and for backing up data, if any, that Customer uses in connection with the API Materials. If applicable law prohibits exclusion of liability for lost data, then Supplier will only be liable for the cost of the typical effort to recover the lost data from Customer’s last available back up.
    3. Indemnification. Customer shall defend, indemnify, and hold harmless Supplier and its agents, employees, and licensors (“Indemnified Parties”) against any claim, suit, or proceeding (“Claim”) and any liability, damage, loss, cost, and expenses (including attorney’s fees) arising from the Claim (“Damages”) threatened or brought against any Indemnified Party (i) alleging that Customer’s application infringes (including contributory infringement) or misappropriates any third party’s intellectual property right; (ii) use of the API Materials outside of the API; (iii) data loss, data breach, data corruption, unauthorized access, or other damages resulting from improper use of the API Materials by the Customer or related third parties; (iv) resulting from Customer’s breach of these API Terms; and (v) any loss, damage, liability, cost, or expense arising from or related to the handling, processing, storage, security, or use of Application Data by any third-party application, platform, or system to which Customer has transmitted Application Data via the API, including any failure by such third party to protect Application Data.
  10. Availability.

Access to the API Materials and use of the APIs may be unavailable or discontinued without notice at certain times. To the maximum extent permitted by applicable law, Supplier will not be liable for any damages or losses that may result from such unavailability.