Printfection Developer Terms of Service
Effective August 9, 2008
The “Printfection Platform” is a set of application programming interfaces (APIs), tools, and services that provides a way for external applications to access Printfection content on behalf of Printfection users. Printfection Platform gives developers deep integration into all aspects of the Printfection service. Using the Printfection Platform you can create, buy and sell real custom printed merchandise programmatically through the APIs; and even gives you the freedom to build a business around your application. Our goal in creating the Printfection Platform is to allow any developer to leverage the Printfection service in new and interesting ways.
We invite you to build on the Printfection Platform and couldn’t be more excited about the endless ways you can leverage the platform. However, we’re also committed to protecting our users and our site while enabling you to create applications, so we require you to abide by the following terms. Please read the full terms of service below, as they govern your use of Printfection Platform. Some examples of what’s covered in our Developer Terms of Service:
We try to keep Printfection Platform up and bug-free, but you use it at your own risk.
You own your application, and you’re responsible for developing, operating, maintaining, and supporting it. You’re also responsible for any content you show as a part of your application, including but not limited to making sure your application complies with the Digital Millennium Copyright Act.
Your application cannot violate any law or regulation, any right of any person, including but not limited to the intellectual property rights, rights of privacy, etc.
User Supplied Content (images, designs) is owned by the users (the store owners) and not by Printfection.
You must be honest and accurate about what your application does and how it uses information from Printfection users. Your application cannot falsely represent itself.
You can’t use Printfection Platform for anything that infringes on anyone’s rights or intellectual property, generates spam, phishes, or is illegal.
If your application permits users to download, view, share, or otherwise access third party content provided by other users, you must adopt and implement an acceptable intellectual property rights policy, register an agent with the Copyright Office, and take some other steps, as outlined in the Printfection Platform Developer Copyright and Intellectual Property Rights Policy.
You can only show information from Printfection Platform to a user if you retrieved it on behalf of that particular user.
You can only cache user information for up to 24 hours to assist with performance. The only exceptions are those listed in the Printfection Platform Documentation.
You can’t use the word “Printfection” in the name of your application, or the word “Printfection” before the top-level domain in your URL.
You can talk to the press and your users about your Printfection Platform application, so long as you do so truthfully and without implying that your application is created or endorsed by Printfection (or otherwise embellishing your relationship with Printfection). However, you must get signoff from Printfection before releasing or consenting to any formal press releases (including to the Internet press, i.e., any blogs). Other agreements you must read and agree to:
Printfection Platform Application Guidelines, for more details on what is (and isn’t) appropriate in a Printfection Platform application
Printfection Platform Developer Copyright and Intellectual Property Rights Policy (if your application permits users to download, view, share, or otherwise access third party content provided by other users)
DEVELOPER TERMS OF SERVICE
The following Developer Terms of Service (“DTOS”) set forth below (this “Agreement”) govern your use of Printfection Platform (as defined below). These DTOS set forth the Agreement between you and Printfection, LLC (Collectively the “Parties”) concerning the respective rights and responsibilities of the Parties arising from your use of the Printfection Platform (as defined below). Your use of the Printfection Platform constitutes your acceptance of these DTOS. If you disagree with any of these terms you may not use Printfection Platform. If you are an individual acting as a representative of a corporation or other legal entity that wishes to use Printfection Platform, then you represent and agree that you enter into this Agreement on behalf of such entity, and that all provisions of this Agreement will bind that entity as if it were named in this Agreement in place of you. BY ACCEPTING THESE DEVELOPER TERMS OF SERVICE, OR BY USING OR ACCESSING ANY PORTION OF PRINTFECTION PLATFORM, YOU IRREVOCABLY AGREE TO THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE ALL AUTHORITY NECESSARY TO BIND YOURSELF (AND, IF YOU ARE EMPLOYED BY OR OTHERWISE REPRESENT ANY CORPORATION OR OTHER LEGAL ENTITY THAT WISHES TO USE PRINTFECTION PLATFORM, THAT ENTITY) TO THIS AGREEMENT.
Whenever used in this Agreement with initial letters capitalized, the following terms will have the meanings attributed to them below (and other terms used in this Agreement with initial letters capitalized will have the meanings attributed to them elsewhere in this Agreement).
“Applicable Printfection User” means, with respect to any Printfection Properties, the Session Owner associated with the Call through which such Printfection Properties were retrieved.
“Call” means an automated call or other data retrieval request delivered to or through Printfection Platform in accordance with the Printfection Platform Documentation.
“Data Repository” means any spreadsheet, database, physical document, server, network, or other repository of information, whether centralized or distributed.
“Intellectual Property Rights” means any patent rights, copyright, trade secret rights, trademark rights (including rights in trade names, trade dress, service marks, URLs or other source of business identifiers), rights in industrial property and industrial designs, moral rights and all other intellectual property or proprietary rights arising under the laws of any jurisdiction worldwide, including all rights or causes of action for infringement or misappropriation of any of the foregoing, and all rights in any registrations, applications, renewals, extensions, continuations, continuations-in-part, divisions or reissues for any of the foregoing.
“Printfection” or “us” (and conjugations thereof as required by the context) means Printfection, LLC and/or its corporate affiliates collectively.
“Printfection Platform” means a set of APIs, tools and services provided by Printfection that enable websites and applications (collectively, “Applications”) to retrieve data relating to Printfection Users made available by Printfection and/or retrieve authorized data from other Applications. The term “Printfection Platform” includes any data, images, text, content, code, APIs, tools or other information or materials provided by Printfection through or in connection with such APIs and services (collectively, the “Printfection Properties”).
“Printfection Platform Application” means an Application that interfaces with Printfection Platform and all services offered through or in connection with such Application (whether such Application is hosted on your site, a third party site, the Printfection Site, or is client-resident).
“Printfection Platform Application Content” means any data, images, text, content, code or other copyrightable materials or other information or materials of any kind (other than any Printfection Properties) that is included in, provided through or used in connection with your Printfection Platform Application or otherwise provided by you to Printfection, or that you have uploaded to our servers or have directed us to download or otherwise obtain from third party Applications or other sources.
“Printfection Platform Documentation” means the technical documentation applicable to Printfection Platform made available by Printfection from time to time at http://developers.printfection.com (or such other URL as Printfection may designate from time to time). During Alpha or Beta tests, Printfection Platform Documentation may not be publicly accessible. Alpha and/or Beta testing participants will be furnished with electronic documentation as part of the Alpha or Beta test.
“Printfection Site” means the web site, the primary home page of which is accessible through the URL http://www.printfection.com.
“Printfection User” means a human user of the Printfection Site.
“Session Key” means a unique session key associated by Printfection with a Call.
“Session Owner” means a unique Printfection User associated by Printfection with a Session Key.
Conditions of Use
2.1 Certain General Requirements. Subject to the terms of this Agreement:
You may create Printfection Platform Applications;
Your Printfection Platform Applications may access and use Printfection Properties and/or Printfection Platform Application Content, and your Printfection Platform Applications may be accessed from the Printfection Site;
As provided in the Printfection Platform Documentation, your Printfection Platform Applications may make Calls at any time that Printfection Platform is available. We may at any time, and over any given period of time, limit the number of Calls any Printfection Platform Application may send to Printfection Platform, or prohibit any Printfection Platform Application from sending Calls to Printfection Platform, as we deem appropriate in our sole discretion;
You may not continue to use, and must immediately remove from any Printfection Platform Application and any Data Repository in your possession or under your control, any Printfection Properties not explicitly identified as being storable indefinitely in the Printfection Platform Documentation within 24 hours after the time at which you obtained the data, or such other time as Printfection may specify to you from time to time;
You may store and use indefinitely any Printfection Properties that are explicitly identified as being storable indefinitely in the Printfection Platform Documentation; provided, however, you may not continue to use, and must immediately remove from any Printfection Platform Application and any Data Repository in your possession or under your control, any such Printfection Properties: (a) if Printfection ceases to explicitly identify the same as being storable indefinitely in the Printfection Platform Documentation; (b) upon notice from Printfection (including if we notify you that a particular Printfection User has requested that their information be made inaccessible to that Printfection Platform Application); or (c) upon any termination of this Agreement or of your use of or participation in Printfection Platform;
You will at all times comply: (a) with all applicable local, state, national, and international laws and regulations, including, without limitation all applicable export control laws and regulations and country-specific economic sanctions implemented by the United States Office of Foreign Assets Control in connection with your use of Printfection Platform, (b) obtain and maintain all licenses, permits and other permissions necessary in connection with the Printfection Platform Application, and (c) if your Printfection Platform Application involves payments from Printfection Users or payment or account information, comply with all rules and regulations of any applicable payment network or association (e.g., Visa, MasterCard, Star, Plus), including, without limitation, the Payment Card Industry Data Security Standard;
You will not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any Printfection Properties to any country (or national thereof) without obtaining any required prior authorizations from the appropriate government authorities;
You will not use Printfection Platform or any of your Printfection Platform Applications, and your Printfection Platform Application will not be designed:
in a manner that infringes, violates or misappropriates any third party’s intellectual property rights or other proprietary rights or that is misleading, deceptive or fraudulent;
in a manner that is misleading, deceptive or fraudulent;
to engage in spamming or other advertising or marketing activities that violate any applicable laws, regulations or generally-accepted advertising industry guidelines;
in a manner that is fraudulent or otherwise illegal or promotes illegal activities, including without limitation engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
in any manner that might be libelous or defamatory, or in a way that is otherwise malicious or harmful to any person or entity, or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age;
to request, collect, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any Printfection Users, or to proxy authentication credentials for any Printfection Users for the purposes of automating logins to the Printfection Site;
to impersonate any person, or to obtain access to the Printfection Site without authorization;
to enable you to personally identify any Printfection User except with their express consent;
for the primary purpose of facilitating the distribution of copyrighted content without the authorization of the copyright holder;
You may not interfere or attempt to interfere in any manner with the functionality or proper working of the Printfection Site or Printfection Platform, or any portion or feature of either;
You will provide any information and/or other materials related to your Printfection Platform Applications reasonably requested by Printfection from time to time to verify your compliance with this Agreement. If any of your Printfection Platform Applications are available online, you acknowledge and agree that Printfection may crawl or otherwise monitor your Printfection Platform Applications for the purpose of verifying your compliance with this Agreement, and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we and/or our affiliates or agents may use technical means to overcome any methods used on your Printfection Platform Applications to block or interfere with such crawling or monitoring). If any of your Printfection Platform Applications are client-resident (including on a mobile device), you agree to furnish a copy of such Printfection Platform Applications and any supporting documentation upon request for the purpose of verifying your compliance with this Agreement; and
You acknowledge and agree that Printfection may include within the Printfection Properties “dummy” information that does not relate to any actual person, without specifically identifying such information, for the purposes of allowing Printfection to monitor compliance with this Agreement.
You will not, in any terms of service or license agreement applicable to any of your Printfection Platform Applications, or otherwise, impose or purport to impose any obligation on any person, or grant or purport to grant any right, power or authority to yourself or any other person, that would be inconsistent with this Agreement, and you agree that any such obligation, right, power or authority purportedly imposed or granted shall be null and void ab initio.
2.2 Presentation and Distribution
Your Printfection Platform Applications may display Printfection Properties retrieved through Printfection Platform in any format you choose, subject to the terms and conditions contained in this Agreement; provided that, you may not (a) display or otherwise provide any Printfection Properties to any person other than the Applicable Printfection User (i.e., the Printfection User uniquely associated by Printfection with the Call through which such Printfection Properties were retrieved), or (b) otherwise display or provide (or assist any third party to display or provide) to any person any Printfection Properties that such person would not properly have been able to access through the Printfection Site. For the avoidance of doubt, the foregoing will not prohibit you from displaying or providing information that you collect entirely independently of the Printfection Site and Printfection Platform, even if such information is identical to information contained in Printfection Properties;
You may not edit or modify Printfection Properties in any way, except with respect to graphic images, to re-size such images while maintaining the same relative proportions of the image.
You may not remove, obscure, or alter any notice of patent, copyright, trademark or other proprietary right appearing on or contained within Printfection Platform (including, without limitation, any Printfection Properties).
You may not store any Printfection Properties in any Data Repository which enables any third party (other than the Applicable Printfection User for such Printfection Properties) to access or share the Printfection Properties without our prior written consent.
You may not sell, resell, lease, redistribute, license, sublicense or transfer all or any portion of the Printfection Properties, or use or store any Printfection Properties for any purpose other than as specifically authorized herein.
2.3 Confidential Information
The term “Printfection Confidential Information” means any information of or relating to Printfection that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by Printfection or that is not generally known or readily ascertainable to the public, including, without limitation, nonpublic information regarding Printfection Platform (including the Printfection Properties) and Printfection’s products, services, programs, features, data, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities. All Printfection Confidential Information remains the property of Printfection, and no license or other right in any Printfection Confidential Information is granted hereby. You will not disclose any Printfection Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement. If you are a corporate entity, you will limit your internal distribution of Printfection Confidential Information to your employees and agents who have a need to know, and will take steps to ensure that dissemination is so limited. You will not use any Printfection Confidential Information for the benefit of anyone other than Printfection. Upon Printfection’s written request, you will destroy or return to Printfection all Printfection Confidential Information in your custody or control. In addition to the terms of this provision, you and Printfection will continue to be subject to any non-disclosure agreement that you and Printfection have entered into separately. This provision will survive any termination of this Agreement.
2.4 Copyright and Intellectual Property Rights Complaints; Repeat Infringer Policy
You agree to take whatever actions are necessary or are requested by Printfection to enable us to comply with our Printfection Copyright and Intellectual Property Rights Policy and the take-down and other provisions of the Digital Millennium Copyright Act (“DMCA”) or other applicable laws and regulations with respect to your Printfection Platform Applications and/or Printfection Platform Application Content. In addition, you acknowledge that in accordance with the DMCA and other applicable law, Printfection has adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users and developers who are deemed to be repeat infringers, and that you agree that you will, if requested by us, take reasonable steps to terminate access to your Printfection Platform Application for any user who we identify to you as a repeat infringer
2.5 Customer Service.
You agree to provide Printfection with an e-mail address to which inquiries from Printfection Users regarding your Printfection Platform Application may be directed. You acknowledge and agree that you are solely responsible for providing all support and other information regarding your Printfection Platform Application to Printfection Users.
2.6 Specific Requirements for Certain Printfection Platform Applications that Permit Sharing of Content
This Section 2.6 applies only to Printfection Platform Applications that permit a Printfection User to download, view, and/or otherwise access any Printfection Platform Application Content owned by a third party and made available by another Printfection User. If your Printfection Platform Application falls into this category, you agree that you will:
Host a page containing either our sample copyright and intellectual property rights policy (with your name and contact information filled in), or another policy that imposes at least the same requirements on you and that we approve in writing (a “Developer Copyright and Intellectual Property Rights Policy”);
Include a prominent link to your Developer Copyright and Intellectual Property Rights Policy on every page of your Printfection Platform Application (or other user interface element) where Printfection Users can download, view, share or otherwise access Printfection Platform Application Content owned by a third party and made available by another Printfection User, with the link being entitled “Report Infringing Content” or words to the same effect.
Register a Designated Agent to receive notices of claimed infringement with the US Copyright Office. To do this, fill out this form and mail it (along with a check made out to “Register of Copyrights”) to the following address: Copyright GC/I&R, P.O. Box 70400, Washington, DC 20024. The payment amount and mailing address are subject to change at any time at the sole discretion of the US Copyright Office. You can either print out the blank form and fill it in by hand, or fill out the form online and print it out (but don’t forget to sign the form).
Conscientiously follow your Developer Copyright Policy. PLEASE READ THE SAMPLE POLICY CAREFULLY. IF YOU DO NOT BELIEVE THAT YOU CAN COMPLY WITH ANY OF THE PROVISIONS OF THE SAMPLE POLICY, YOU MAY NOT ACCESS OR USE PRINTFECTION PLATFORM IN CONNECTION WITH YOUR PRINTFECTION PLATFORM APPLICATION.
Include the following statement reasonably prominently on each page of your Printfection Platform Application (or other interface provided by your Printfection Platform Application) through which Printfection Users can upload or otherwise make Printfection Platform Application Content owned by a third party available
“By making any content available through this application, you represent and warrant that you own all rights necessary to properly do so.”
Without limitation of your obligations under this Section 2.6 or the Developer Copyright and Intellectual Property Rights Policy, you agree that you will:
expeditiously (and in any event in no more than 48 hours) disable access to any Printfection Platform Application Content for which you receive a notice of claimed infringement that includes the information described in your Developer Copyright and Intellectual Property Rights Policy, or as to which you otherwise have knowledge that it is infringing;
promptly (and in any event in no more than 48 hours) follow up with anyone who submits a notice of claimed infringement that does not include all of that information, but who provides you with contact information, to ask them to provide any missing information; and
promptly (and in any event in no more than 48 hours) terminate access to your Printfection Platform Application for any Printfection Users who are found to be repeat infringers.
THE STEPS DESCRIBED ABOVE ARE CONDITIONS OF PRINTFECTION GIVING YOU ACCESS TO PRINTFECTION PLATFORM ONLY. PRINTFECTION IS NOT PROVIDING LEGAL ADVICE TO YOU, AND PRINTFECTION DOES NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR POSTING, IMPLEMENTING OR COMPLYING WITH ANY SAMPLE POLICY WE MAKE AVAILABLE OR ANY OTHER COPYRIGHT POLICY WILL PROTECT YOU FROM LIABILITY OR BRING YOU INTO COMPLIANCE WITH APPLICABLE LAWS. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR COMPLYING WITH ALL APPLICABLE LAWS, INCLUDING COPYRIGHT AND INTELLECTUAL PROPERTY LAWS, IN CONNECTION WITH YOUR PRINTFECTION PLATFORM APPLICATION, AND WE ENCOURAGE YOU TO OBTAIN INDEPENDENT LEGAL COUNSEL.
We reserve the right to charge a fee for using Printfection Platform and/or any individual features thereof at any time in our sole discretion. If we do charge a fee for using Printfection Platform or any feature thereof you do not have any obligation to continue to use Printfection Platform or the applicable feature. However, if you do: (i) we reserve the right to specify the manner in which the fee will be calculated, the terms on which you will be invoiced and charged and the terms of payment; and (ii) any and all fees payable by you pursuant to this Agreement are expressed exclusive of all taxes and duties, including Value Added Tax (“VAT”) or any similar applicable sales tax. In addition to such fees payable, you will pay any sales, use, value-added or import taxes, customs duties or similar taxes that may be assessed by any state and/or jurisdiction (collectively, “Taxes”) that Printfection is legally required to charge on the applicable fees under this Agreement. If requested to do so by Printfection, or as otherwise required by applicable law, you will supply your VAT identification number to Printfection. We may also change the fees or fee structure for Printfection Platform or any feature thereof at any time in our sole discretion, and in such event your continued use of Printfection Platform or such feature constitutes your agreement to such change (provided, that you will not have any obligation to continue to use Printfection Platform or such feature).
Ownership and Licenses
As between you and Printfection: (a) you retain all right, title and interest in and to, and Printfection obtains no rights of any kind (other than the rights and licenses expressly granted in this Agreement) in, Printfection Platform Applications you create and in the Printfection Platform Application Content, and all associated Intellectual Property Rights (subject to Printfection’s underlying rights in Printfection Platform and Printfection Site and Printfection User’s underlying rights to the User Supplied Content); and (b) Printfection retains all right, title and interest in and to, and you obtain no rights of any kind (other than the rights and licenses expressly granted in this Agreement) in, Printfection Platform (including without limitation all Printfection Properties), the Printfection Site, the Printfection Platform Documentation, any derivative works of any of them, and all associated Intellectual Property Rights.
Printfection Users retain any and all rights in and to the User Supplied Content including, but not limited to any copyright or trademark rights.
You are granted a limited, nonexclusive, revocable license, during the term of this Agreement, to access Printfection Platform and Printfection Platform Documentation solely as necessary to run Printfection Platform Applications that meet all the requirements and conditions set forth in this Agreement, and to use any Printfection Properties provided to you via Printfection Platform in accordance with the terms of this Agreement. Printfection has the right at any time in its sole discretion, and immediately upon notice, to terminate the foregoing licenses and any other licenses and rights granted in this Agreement and to request that you delete all such Printfection Properties and all materials containing any Printfection Properties that are in your possession or control, and you will promptly comply with any such request. ALL RIGHTS NOT EXPRESSLY GRANTED IN THIS AGREEMENT ARE HEREBY RESERVED BY PRINTFECTION AND ITS RESPECTIVE LICENSORS.
By accessing Printfection Platform, you are directing us to store copies of any and all Printfection Platform Application Content provided through any Printfection Platform Application on our servers. You hereby grant us a worldwide, perpetual, irrevocable, non-exclusive right and license, with the right to sublicense, to: (a) access, reproduce, display, distribute, perform, and store on our servers any Printfection Platform Application Content, and to create derivative works of Printfection Platform Application Content, as may be necessary or desirable to make such Printfection Platform Application Content available to Printfection Users in accordance with the terms of this Agreement and the Printfection Platform Documentation and the Printfection Platform Application Guidelines; and (b) otherwise access, use and analyze any Printfection Platform Application Content for our internal business purposes. You understand and agree that Printfection Platform Application Content that is displayed on the Printfection Site may continue to appear on the Printfection Site, even after you have terminated access to your Printfection Platform Application or terminated this Agreement, as such Printfection Platform Application Content may have been incorporated into user accounts, stores, the Printfection shopping mall, or other features, and that such usage may continue indefinitely.
You understand and acknowledge that Printfection may be independently creating Applications, content and other products or services that may be similar to your Printfection Platform Applications and Printfection Platform Application Content, and nothing in this Agreement will be construed as restricting or preventing Printfection from creating and fully exploiting such Applications, content and other items, without any obligation to you. You may from time to time elect, in your sole discretion, to provide suggestions, comments, improvements, ideas or other feedback or materials to us related to Printfection Platform or Printfection Site (collectively, “Feedback”). If you elect to provide us any such Feedback, you assign and agree to assign all right, title and interest in and to such Feedback to us, and acknowledge that we will be entitled to use, implement and exploit any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation or other duty to account. You agree to promptly take such actions as Printfection may reasonably request from time to time (including execution of affidavits and other documents) to effect, perfect or confirm Printfection’s ownership rights as set forth in this Agreement.
Certain Developer Obligations, Representations and Warranties
5.1 Obligations. You acknowledge that you are solely responsible for, and that Printfection has no responsibility or liability of any kind for, the development, operation, and maintenance of your Printfection Platform Applications and for all Printfection Platform Application Content or other materials that appear on or within your Printfection Platform Applications. For example, you will be solely responsible for:
the technical operation of your Printfection Platform Applications and all related equipment;
creating and displaying information and content on, through or within your Printfection Platform Applications;
the accuracy and appropriateness of your Printfection Platform Applications and the Printfection Platform Application Content or other materials available on, through or within your Printfection Platform Applications;
ensuring that your Printfection Platform Applications and the Printfection Platform Application Content and/or other materials available on, through or within your Printfection Platform Applications do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights);
ensuring that the Printfection Platform Application Content and other materials available on, through or within your Printfection Platform Applications are not libelous or otherwise illegal;
any claims relating to any of your Printfection Platform Applications or any Printfection Platform Application Content by users or other third parties.
5.2 Representation & Warranties. You represent, warrant and covenant to us that:
you have all rights necessary to properly grant us all of the rights and licenses set forth in Section 4 above and elsewhere in this Agreement without violating the rights of any third party,
your Printfection Platform Applications, the Printfection Platform Application Content, and the use thereof by Printfection and Printfection Users do not and will not violate, misappropriate or infringe the rights of any person or entity including any contract rights or any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person or entity,
you do now, and at all times you provide a Printfection Platform Application will: (a) comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export control laws and regulations and country-specific economic sanctions implemented by the United States Office of Foreign Assets Control in connection with your use of Printfection Platform, (b) maintain all licenses, permits and other permissions necessary in connection with the Printfection Platform Application, and (c) if your Printfection Platform Application does or will involve payments from Printfection Users or payment or account information, comply with all rules and regulations of any applicable payment network or association (e.g., Visa, MasterCard, Star, Plus), including, without limitation, the Payment Card Industry Data Security Standard;
our downloading or accessing of any Printfection Platform Application Content from third party servers or other third party sources as directed by you or your Printfection Platform Application does not and will not violate any contractual or legal obligation imposed on us or you (e.g., any prohibition on downloading or accessing content or using content for commercial purposes that may be contained in the “Terms of Service” or similar terms applicable to any website from which you or your Printfection Platform Application direct us to download or access any Printfection Platform Application Content);
the Printfection Platform Application Content will not be obscene, defamatory, fraudulent or otherwise illegal in any jurisdiction and will otherwise comply with all user conduct and user content rules set forth in the Printfection Site Terms of Service, the Printfection Platform Documentation and the Printfection Platform Application Guidelines;
neither your Printfection Platform Applications nor any Printfection Platform Application Content contains or will contain any virus, worm, Trojan horse, adware, spyware or other malicious code.
your Printfection Platform Application and the Printfection Platform Application Content will at all times comply with the terms of this Agreement and the Printfection Platform Application Guidelines, and any other policies or guidelines referenced in this Agreement or on the Printfection Site; and
you will provide Printfection with information about a particular Printfection User of your Printfection Platform Application if Printfection reasonably believes that such information is necessary to prevent or investigate the commission of a crime.
Publicity; Trademark Usage
6.1 Publicity. You and we may generally publicize your use of Printfection Platform; provided, however, that you may not issue or consent to any press release (including to the Internet press, e.g., any blogs) with respect to Printfection Platform or this Agreement without our prior written consent. Printfection may, at any time in its sole discretion, prepare and issue press releases, statements, and promotional and other materials mentioning and/or describing Printfection Platform Applications you have created using Printfection Platform, identifying you as the developer of such Printfection Platform Applications, and otherwise describing the relationship between you and Printfection.
6.2 Attribution. You may state that any of your Printfection Platform Applications that comply with the terms of this Agreement are “built on Printfection Platform”
6.3 Trademark Usage. We may make available to you certain graphic images, trademarks, trade names, service marks or logos owned or licensed by Printfection or its affiliates (“Marks”) that you may use in conjunction with the display of Printfection Properties solely for the purpose of indicating that your Printfection Platform Applications were created to interface with Printfection Platform. You may not use the Marks (a) in a trademark manner or to suggest that Printfection is associated with, endorses, sponsors or has any other connection to any of your Printfection Platform Applications other than the fact that it was created to interface with Printfection Platform; or (b) in any manner that disparages Printfection, its affiliates or its licensors, or that otherwise dilutes or tarnishes the Marks.
You may not use the terms “Printfection” or “PF” as any part of the name of your Printfection Platform Application, including without limitation “Printfection [application name]”, “[application name] on Printfection,” “[application name] for Printfection,” or “PF[application name].” Further, you may not use the term “Printfection”, or variations or misspellings of Printfection (e.g. PF), in the name of a URL to the left of the top-level domain name (e.g., “.com”, “.net”, “.uk”, etc.) — for example, URLs such as “Printfection.xxx.com”, “prinnntfection.com “, or “Printfectionshirts.net” are expressly prohibited. Other than your limited right to use the Marks in a non-trademark manner as provided in this Agreement, you may not make any use of the Marks. Printfection and its licensors retain all right, title and interest in and to the Marks, and all goodwill arising out of any use of the Marks by you will inure to the sole benefit of Printfection. You will not at any time now or in the future challenge or assist others to challenge the validity of the Marks, or attempt to register confusingly similar trademarks, trade names, service marks or logos. You agree to follow any Trademark Guidelines established by Printfection with respect to your use of any Marks as those guidelines may change from time to time. You must immediately discontinue use of any Mark as specified by us at any time in writing. We may modify any Marks provided to you at any time, and upon notice, you will use only the modified Marks and not the old Marks.
6.4 Business Identifiers & Misrepresentation. All trade names, trademarks, service marks, logos, and trade dress on the Printfection Site are either trademarks or registered trademarks of Printfection or its licensors. Other than as specified in this Agreement, you may not copy, imitate or use any registered or unregistered trademark, service mark, trade name, logo, trade dress, URL or other business identifier of Printfection unless you obtain Printfection’s and any applicable third party’s prior written consent. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or state or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including, without limitation, by stating or implying that Printfection supports, sponsors, endorses, or contributes money to you or your business endeavors).
6.5 Unlawful Use. You may not promote your Application as being intended or primarily useful for any unlawful activity.
You are allowed to only create one Printfection Platform account per valid Printfection Site account. If you are an individual acting as a representative of a corporation or other legal entity that wishes to use Printfection Platform, then your individual Printfection Site account, or that of another employee of such entity will be deemed to satisfy this requirement. Printfection Platform accounts are associated with one or more public key/private key pairs, which you must use to access Printfection Platform. Examples include a Printfection-issued Access Key ID string (as a public key) and a Printfection-issued Secret Access Key string (as a private key). When you complete the account creation process, you will be issued unique account identifiers, and may add a public key to your account. Account identifiers (i) identify your account and (ii) allow your Printfection Platform Applications to make Calls to Printfection Platform. Account identifiers are immutable and will always uniquely identify your Printfection Platform account. Public key/private key pairs are unique to your account and are subject to change. Private keys are for your personal use only and you may not sell, transfer, lease, distribute, sublicense or otherwise disclose your private key to any other party, except when the private key is by necessity embedded in the source code of a client-resident Printfection Platform Application (“Embedded Private Key”). In the case of an Embedded Private Key, the private key must be obfuscated or compiled into the source code to further secure the key. You may use your public key in the open in requests to Printfection Platform; however, you are responsible for maintaining the secrecy of your private key. You are fully responsible for all activities that occur under your account identifiers. You should contact Printfection immediately if you believe a third party may be using your private key, or if your private key is otherwise lost or stolen. You are responsible for maintaining up-to-date and accurate information (including without limitation valid contact information) with respect to your Printfection Platform account. Printfection and its affiliates are not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any data which you submit in connection with your account.
Alpha and Beta Testing
From time to time Printfection may conduct open alpha or beta tests (each an “Alpha” or “Beta”, respectively) of new features or versions of Printfection Platform (each an “Alpha Product” or “Beta Product”, respectively). If you choose to register for an Alpha or Beta, your participation is subject to the following additional terms:
You understand that the overall design of the Alpha Product or Beta Product could change throughout the course of the Alpha or Beta and that Printfection reserves the right to change or withdraw the Alpha Product or Beta Product, discontinue the Alpha or Beta, revoke your license to the Alpha or Beta, or release the Alpha Product or Beta Product as a final version at any time in its sole discretion.
You agree to record and report all problems, issues, ideas, feedback and suggestions for enhancements to the Alpha Product or Beta Product (“Alpha Test Results” or “Beta Test Results”, respectively) to Printfection on a timely basis to the email address that will be provided to you along with the alpha or beta testing materials, and during the Alpha or Beta period, you will not speak to the press (including Internet press, e.g., blogs) regarding the Alpha or Beta or the Alpha Product or Beta Product, without our prior written consent.
You hereby assign all right title and interest in and to any Alpha Test Results or Beta Test Results to Printfection and/or its affiliates, as applicable, and acknowledge that Printfection and/or its affiliates have the unrestricted right to use and exploit such Alpha Test Results or Beta Test Results in any manner, with or without attribution, and without compensation or any duty to account to you for such use.
You agree that any Printfection Platform Applications you build and release based on the Alpha Product or Beta Product during the Alpha Test or Beta Test will be labeled as “alpha” or “beta”, respectively.
Warranty Disclaimer and Limitation of Liability
PRINTFECTION PLATFORM (INCLUDING, WITHOUT LIMITATION, ANY PRINTFECTION PROPERTIES) AND PRINTFECTION PLATFORM DOCUMENTATION ARE PROVIDED BY PRINTFECTION ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS, DEFECTS AND ERRORS” BASIS. PRINTFECTION MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO PRINTFECTION PLATFORM OR PRINTFECTION PLATFORM DOCUMENTATION. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF PRINTFECTION PLATFORM IS AT YOUR SOLE RISK. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, PRINTFECTION DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. PRINTFECTION DOES NOT WARRANT THAT PRINTFECTION PLATFORM (INCLUDING, WITHOUT LIMITATION ANY PRINTFECTION PROPERTIES) IS FREE OF VIRUSES, WORMS, TROJANS, SPYWARE OR OTHER HARMFUL COMPONENTS, OR THAT THEY WILL BE ACCESSIBLE ON A PERMANENT BASIS OR WITHOUT INTERRUPTION.
PRINTFECTION WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF, OR INABILITY TO USE, PRINTFECTION, PRINTFECTION PLATFORM OR PRINTFECTION PLATFORM DOCUMENTATION, FROM ANY TERMINATION OF THIS AGREEMENT OR YOUR ABILITY TO USE OR PARTICIPATE IN PRINTFECTION PLATFORM FOR ANY REASON, FROM DISABLING OR REMOVING ANY APPLICATIONS HOSTED BY PRINTFECTION, OR FROM ANY USE OR MISUSE OF YOUR PRINTFECTION PLATFORM APPLICATION OR OF PRINTFECTION PLATFORM APPLICATION CONTENT BY ANY PRINTFECTION USER OR ANY OTHER THIRD PARTY, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST DATA, BUSINESS OR ANTICIPATED PROFITS, WHETHER OR NOT PRINTFECTION WAS AWARE OF OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, AND SO SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU.
THIS LIMITATION OF LIABILITY DOES NOT APPLY TO LIMIT PRINTFECTION’S LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT ONLY THAT IT ARISES AS A RESULT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF PRINTFECTION OR OF ITS EMPLOYEES, AGENTS OR AUTHORIZED REPRESENTATIVES.
Release and Indemnification
10.1 Release. You hereby irrevocably and unconditionally release and covenant not to sue or pursue any other claim against Printfection, or any of its licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims: (i) pertaining to your Printfection Platform Applications or the Printfection Platform Application Content, or any intellectual property you develop that is based on, uses, or relates to Printfection Platform or any portion thereof; and/or (ii) which otherwise may arise in connection with your use of, reliance on, or reference to Printfection Platform or Printfection Platform Documentation.
Choice of Law
This Agreement, and any other Agreement incorporated by reference in these DTOS shall be governed by laws of the State of Colorado, without regard to its conflicts of laws principles. With respect to any disputes or claims not subject to dispute resolution (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of Colorado located in the City and County of Denver, Colorado, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Colorado located in the City and County of Denver, Colorado.
YOU AND PRINTFECTION AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT, YOUR USE OF OR INABILITY TO USE PRINTFECTION PLATFORM, OR YOUR PRINTFECTION PLATFORM APPLICATIONS AND ANY PRINTFECTION PLATFORM APPLICATION CONTENT SHALL BE CONFIDENTIAL, FINAL AND BINDING ARBITRATION HELD IN THE CITY AND COUNTY OF DENVER, COLORADO, (WITHOUT REGARD FOR CONFLICTS OF LAW PRINCIPLES), except that, to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s patent, copyright, trademark, trade secret rights or other intellectual property rights, or you have otherwise violated any provisions set forth in Section 2 (“Conditions of Use”) above or any of the user conduct rules set forth in the Printfection Site Terms of Service, then the parties acknowledge that injunctive or other appropriate relief may be sought in any court of competent jurisdiction.
Arbitration under this Agreement shall be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). You can click on the highlighted term to link to information regarding arbitration costs and rules. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF PRINTFECTION PLATFORM, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to Printfection Platform, the Printfection Site, your Printfection Platform Application and/or any Printfection Platform Application Content be instituted more than three (3) years after the cause of action arose. The provisions of this Section 12 will control over any inconsistent provisions of the Printfection Site Terms of Service, solely in regard to disputes and claims of the types described above in this Section 12. The parties agree that each provision of this Section 12 is fundamental to this Agreement and that if any provision of this Section 12 is held to be invalid or unenforceable, the entire Section 12 shall be eliminated entirely.
You may terminate this Agreement at any time by ceasing to use Printfection Platform. You acknowledge and agree that Printfection may at any time in its sole discretion, without liability, with or without cause and with or without notice: (a) terminate this Agreement; (b) terminate or suspend your access to Printfection Platform, Printfection Properties and/or the Printfection Site or any portion or feature of any of them; and/or (c) remove, block, delete or disable access to your Printfection Platform Applications and/or or any Printfection Platform Application Content, including without limitation if we determine, in our sole discretion, that your Printfection Platform Application or any Printfection Platform Application Content is unsuitable for Printfection Platform, Printfection Site or Printfection Users. We further reserve the right, without liability, with or without notice and with or without cause, to discontinue Printfection Platform and/or any portion or feature thereof for any reason and at any time in our sole discretion. Upon any termination or notice of any discontinuance, you must immediately stop your use of Printfection Platform, and delete all Printfection Properties in your possession or control (including from your Printfection Platform Applications and your servers). Sections 2.1.6, 2.1.7, 2.1.8, 2.1.9, 2.1.10, 2.1.11, 2.2.2, 2.2.3, 2.2.4, 2.2.5, 2.2.6, 2.3, 2.4, 2.5, 4, 5, 6.4, 9, 10, 11, 12, 13, and 14, together with any accrued but unpaid payment obligations you may have hereunder and any definitions that are necessary to give effect to the foregoing provisions, will survive any termination of this Agreement and will continue to bind you and us in accordance with their terms.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Printfection Site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO STOP USING PRINTFECTION PLATFORM. YOUR CONTINUED USE OF PRINTFECTION PLATFORM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE. No amendment or modification of this Agreement other than as provided above will be binding on Printfection unless set forth in a writing signed by an authorized representative of both parties. Except as specifically provided herein, if any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and, upon Printfection’s request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement shall remain in full force and effect. The failure by Printfection to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of Printfection to enforce such provision thereafter. This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns. This Agreement (including the Printfection Site Terms of Service, the Printfection Platform Documentation and the Printfection Platform Application Guidelines as incorporated by reference herein), constitutes the entire agreement between you and Printfection regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement or communication between you and Printfection, whether written or oral, regarding such subject matter. Each of Printfection’s affiliates are express and intended third party beneficiaries of this Agreement and may enforce any of its terms and exercise any of the rights to the same extent as Printfection. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.
No Partnership or Joint Venture
You and Printfection are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.
If you have any questions regarding this Agreement or Printfection Platform, please contact us at email@example.com. If you wish to send us a communication in writing, please send it to Printfection LLC, Attn: Customer Service, 3700 Quebec St, Unit 100-136, Denver, CO 80207.