Effective as of February 5, 2014
This API Usage Agreement ("Agreement") describes the terms and conditions that govern your use of the ScalablePress.com application programming interface that enables individuals and software applications to interface with the ScalablePress.com Service (the "API"). Your use of the API constitutes your acceptance of and agreement to the terms and conditions set forth herein.
If you register on behalf of a business, you represent to ScalablePress.com that you have the authority to bind that business and that your acceptance of this Agreement will be treated as acceptance by that business.
ScalablePress.com reserves the right, at its sole discretion, to change or amend this Agreement at any time. If we do change or amend the Agreement, we will notify you, either through the user interface, in an email notification, or through other reasonable means. Your use of the services after the date such changes become effective will be your consent to the changed terms. If you do not agree to any change or amendment to this Agreement, you must stop using the API; otherwise the new terms will apply to you. ScalablePress.com also reserves the right, at its sole discretion, to change or modify the behavior of its API. Such changes may extend or restrict the API's functionality, and/or the scope of Services available to you. You acknowledge and agree that changes to the API or to this Agreement may affect Your Application and/or Your Site (as defined below) and may require you to make changes to Your Application and/or Your Site, at your sole expense, to enable Your Application and/or Your Site to continue to be compatible with, and/or interface with, the ScalablePress.com Service and/or API.
License. Subject to the terms and conditions of this Agreement, ScalablePress.com grants you a limited, revocable, non-exclusive, non-assignable, non-sublicenseable right to access and use the API as it is intended to be used and in accordance with this Agreement and applicable law. We grant you no other rights, implied or otherwise. Subject to the terms and conditions of this Agreement, you grant to ScalablePress.com a non-exclusive license to use your name and likeness solely for the purpose of truthfully advertising your status as a user of the ScalablePress.com Service. You may revoke this limited license to ScalablePress.com by contacting us in writing at support@ScalablePress.com.
Permitted Uses. In connection with your use of the API, you may engage solely in the following activities, to the extent that such activities are permitted by the intended functionality of the API: -create and order products through the ScalablePress.com Service, or allow your users to create and order products through the ScalablePress.com Service (the "Permitted Use"); -display ScalablePress.com Content, including making limited intermediate copies necessary to perform any activity permitted under this Agreement solely for the purpose of the Permitted Use, if: (i) done in accordance with this Agreement; and (ii) any such display occurs within Your Application and/or on Your Site; -modify, solely in order to rearrange or reorganize, the ScalablePress.com Content, and solely for the Permitted Use within (i) a software application that is owned, operated, licensed, and/or developed by you to interact with the API ("Your Application") or (ii) any website that is owned, operated and/or controlled by you ("Your Site"); and -enable Your Application and/or Your Site to interact with the ScalablePress.com Service through the API, solely for the Permitted Use, and to retrieve information necessary to facilitate the Permitted Use.
Keys. ScalablePress.com may provide you with confidential security keys that are specific to your use of the API ("Keys"). Keys are the property of ScalablePress.com and may be immediately revoked by ScalablePress.com for any reason, including, without limitation:
General Conditions of Use. Your license to use the API and the ScalablePress.com Service is at all times governed by, and expressly conditioned upon, the following:
Ownership. As between ScalablePress.com and you: (i) ScalablePress.com retains all rights, title, and interest in and to all intellectual property rights embodied in or associated with the ScalablePress.com Service, ScalablePress.com Content, and API, including without limitation anything derived therefrom; and (ii) you retain all rights, title, and interest in and to all intellectual property rights embodied in or associated with Your Site and Your Application, excluding the above listed ScalablePress.com intellectual property and any other intellectual property rights owned by ScalablePress.com. You agree not to take any action inconsistent with ScalablePress.com' ownership of the ScalablePress.com Service, API, or ScalablePress.com Content.
Sublicensing. Except as set forth in this section, all licenses and rights granted to you by ScalablePress.com in this Agreement are not assignable, transferable, or sublicensable. Subject to the terms and conditions herein, you may display the ScalablePress.com Content as provided in this Agreement to your users, and your users may use Your Application and Your Site to order shirts, provided that: - you do not disclose your Key(s) to any third party; - all API calls initiated through Your Application or Your Site shall be made exclusively through your Key(s); and - you shall not permit any user or other third party to have programmatic control over the API.
Independent Contractors and Non-Exclusive Rights. You and ScalablePress.com are independent contractors, and neither party is an agent of the other for any purpose. Both parties reserve the right (i) to develop or have developed for it goods, services, concepts, systems, or techniques that are similar to or compete with the goods, services, concepts, systems, or techniques developed or contemplated by the other party and (ii) to assist third party developers who may offer goods or services that compete with the other party's goods or services.
ScalablePress.com makes no guarantees with respect to the availability or uptime of the ScalablePress.com Service or API. ScalablePress.com may conduct maintenance on ScalablePress.com Service or API at any time without notice to you, in ScalablePress.com' sole discretion.
ScalablePress.com may charge fees for any and all of the services and/or benefits provided in connection with your use of the ScalablePress.com Service and API at any time. Any such fees shall be determined in ScalablePress.com' sole and absolute discretion. Fees will be clearly disclosed to you. In the event ScalablePress.com charges a new fee or increases a fee, you will be notified prior to or during your next interaction with the ScalablePress.com Service or API. If any fee is unacceptable to you, your only recourse is to terminate this Agreement and immediately cease all use of the ScalablePress.com Service and API. Your continued use of the ScalablePress.com Service and/or API following a new fee or increased fee will constitute binding acceptance of the new fee or increased fee.
You may not cancel orders placed through the API. ScalablePress.com retains the right to cancel any order that is in violation of this Agreement, including, but not limited to, (i) any order for which inaccurate or insufficient shipping information is provided, (ii) any order for which artwork is submitted improperly or that is unprintable, and (iii) any order that may infringe the copyright or trademark right of any third party.
ScalablePress.com reserves the right to charge additional fees for services rendered after your initial order is placed. For example, if goods are returned because insufficient shipping information was provided, ScalablePress.com will charge you an additional fee to re-ship the goods. Any such additional fee will be disclosed to you at the time it is charged to your account.
API Calls. You are permitted to make no more than five API calls per second; no more than 5,000 API calls per 24-hour period. ScalablePress.com may increase or decrease the number of API calls permitted by you at any time and for any reason.
The term of this Agreement shall begin upon the issuance of a Key to you and shall continue until terminated in accordance with this Agreement. ScalablePress.com reserves the right to terminate this Agreement or suspend or discontinue your access to the ScalablePress.com Service and/or API, or any portion or feature thereof, for any or no reason, at any time without liability to you, in ScalablePress.com' sole discretion. You may terminate this Agreement at any time by ceasing any and all uses of the ScalablePress.com Service and API, and removing all API code from your implementation. Upon termination of this Agreement, all licenses and rights granted to you in this Agreement shall terminate, you shall immediately pay all fees due and owing to ScalablePress.com (if applicable), and you shall destroy all ScalablePress.com Content and User Information within ten (10) days of termination.
Upon termination of this Agreement, those provisions that by their nature are intended to continue indefinitely will continue to apply, including without limitation Sections 1 through 3, and sections 6 through 13 of this Agreement.
"Confidential Information" includes all non-public information provided by ScalablePress.com to you, and shall include, but is not limited to, Keys and User Information. In connection with your receipt of Confidential Information, you agree that you shall not disclose Confidential Information to any third party, and shall not use Confidential Information other than as required to perform under this Agreement. The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that ScalablePress.com shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE ScalablePress.com SERVICE AND API IS AT YOUR SOLE RISK. THE ScalablePress.com SERVICE AND API, AND ANY GOOD OR SERVICE ORDERED THROUGH THE ScalablePress.com SERVICE AND/OR API, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ScalablePress.com AND ITS SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AND LICENSORS (THE "ScalablePress.com AFFILIATES") EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR ANY WARRANTY OR CONDITION ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. ScalablePress.com AND THE ScalablePress.com AFFILIATES MAKE NO WARRANTY THAT (a) THE ScalablePress.com SERVICE AND API WILL MEET YOUR REQUIREMENTS; (b) THE ScalablePress.com SERVICE AND API WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) CONTENT WILL BE HOSTED AND/OR TRANSMITTED WITHOUT INTERRUPTION OR CESSATION; (d) ANY PRODUCTS, SITES, INFORMATION OR OTHER MATERIAL, WHETHER IN TANGIBLE OR INTANGIBLE FORM, PURCHASED OR OBTAINED THROUGH THE ScalablePress.com SERVICE AND API WILL MEET YOUR EXPECTATIONS OR ANY STANDARD OF QUALITY; AND (e) ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE ScalablePress.com SERVICE AND API, OR RELATED SOFTWARE, WILL BE CORRECTED.
ANY MATERIAL, INFORMATION, OR DATA DOWNLOADED, VIEWED, SHARED, OR OTHERWISE ACCESSED THROUGH THE ScalablePress.com SERVICE AND API IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULT FROM THE DOWNLOADING, VIEWING, SHARING, OR OTHERWISE ACCESSING OF SUCH MATERIAL. NO ADVICE, REPRESENTATION OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ScalablePress.com OR THROUGH THE ScalablePress.com.COM WEBSITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ScalablePress.com AND THE ScalablePress.com AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY LOSS OF PROFITS, GOODWILL OR BUSINESS REPUTATION; ANY LOSS OF DATA; ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR ANY OTHER INTANGIBLE LOSSES. THIS ALSO INCLUDES ANY LOSS OR DAMAGES THAT MAY BE INCURRED BY YOU AS A RESULT OF (a) ANY CHANGES THAT ScalablePress.com MAY MAKE TO THE ScalablePress.com SERVICE AND/OR API; (b) ANY PERMANENT OR TEMPORARY CESSATION OF THE ScalablePress.com SERVICE AND/OR API; (c) THE DELETION OR CORRUPTION OF OR FAILURE TO STORE ANY CONTENT MAINTAINED THROUGH THE ScalablePress.com SERVICE AND/OR API; OR (d) YOUR FAILURE TO KEEP YOUR KEY AND/OR ACCOUNT DETAILS SECURE. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY ABOVE SHALL APPLY IRRESPECTIVE OF THE THEORY OF LIABILITY, INCLUDING CONTRACT (INCLUDING FUNDAMENTAL BREACH), WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHER THEORY, EVEN IF WE (OR OUR AFFILIATES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND, IN SUCH INSTANCES, ScalablePress.com AND THE ScalablePress.com AFFILIATES' LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You will defend, indemnify, and hold ScalablePress.com and/or the ScalablePress.com Affiliates harmless from and against any and all liabilities and costs (including reasonable attorneys' fees) incurred by ScalablePress.com and/or the ScalablePress.com Affiliates in connection with any claim arising out of your breach of the Agreement, including without limitation the provision of content from Your Application or Your Site to ScalablePress.com via its API, or otherwise, that is alleged to infringe the intellectual property, publicity rights, or other rights of any third party. ScalablePress.com reserves the right, but has no obligation, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
Governing Law. You agree that all matters relating to your access to or use of the ScalablePress.com Service and API, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the State and Federal courts in Alameda County, California, and waive any objection to such jurisdiction or venue.
Dispute Resolution. In the event of any controversy or dispute between ScalablePress.com and you arising out of or in connection with your use of the ScalablePress.com Service and API, ScalablePress.com will attempt, promptly and in good faith, to resolve the dispute. If ScalablePress.com is unable to resolve any such dispute within a reasonable time, either party may submit such controversy or dispute to mediation. The costs and fees, including reasonable attorneys' fees, for any such mediation are to be borne by the non-prevailing party. If the dispute cannot be resolved through mediation, then both you and ScalablePress.com may pursue any right or remedy available under applicable law.
Statute Of Limitations. You agree that, regardless of any statute or law to the contrary, any claim under this Agreement must be brought within one (1) year after the cause of action arises, or such claim or cause of action is forever barred.
Severability of Terms; Non-waiver of Terms; Assignment. If any portion of the Agreement is held to be invalid or unenforceable, such provision shall be stricken and the remainder of the Agreement enforced as written. If ScalablePress.com does not exercise or enforce any legal right or remedy including those contained in the Agreement or arising under applicable law, this will not be taken to be a formal waiver or relinquishment of our rights. ScalablePress.com may assign or delegate all rights and obligations under the Agreement, fully or partially.
Notices. ScalablePress.com may provide you with notices, including those regarding changes to the Agreement, by email, regular mail, or postings to the Service. ScalablePress.com' mailing address is 41454 Christy Street, Fremont, California 94538. If you have general questions or concerns regarding this API Usage Agreement, please contact us in writing a