Effective June 2, 2016
This API Terms of Service ("Agreement") between you and, Teespring Inc. (“Teespring” or “we,” “us” or “our”). As used herein, “you” (or “your”) means the user of the API that is entering into this Agreement, which governs your use of the Teespring API (as defined herein), the Teespring website (www.teespring.com) and any subdomains (the “Teespring Site”), and the services, features, and information available on the Teespring Site and/or through the API. The Teespring API is provided to Teespring sellers, partners and approved licensees to access and integrate API Data from the Teespring Site. By using or accessing the API, you agree to be bound by this Agreement. If you do not agree to be bound by this Agreement, you are not permitted to use the API. You and Teespring may be collectively referred to as the "parties".
"API" shall mean Teespring's application programming interface in the form provided by Teespring which enables individuals and software applications to interface with the Teespring Site and access the API Data.
"API Data" means any data made available to you through the Teespring API.
"Application(s)" shall mean the software application that is owned, operated, licensed and/or developed by you to interact with the API.
"Site" shall mean any website that is owned, operated and/or controlled by you.
"Third Party Service Provider" shall mean any third party service provider who is used by you to undertake any Permitted Use and who shall be subject to all the terms and conditions set forth herein.
"User" shall mean any person or party who accesses any Teespring Site.
"User Data" shall mean any API Data about Users that Teespring elects to make available, which may include some or all of the following: email addresses, order data, sales data, User buying and selling activities, and User behavior.
2. License and Access.
2.1 License. Subject to the terms and conditions of this Agreement, Teespring hereby grants you a revocable non-exclusive, non-transferable, non-sublicenseable license to use the API, API Data and User Data solely in accordance with this Agreement.
2.2 Permitted Use. The foregoing license applies only to use of the API, API Data and User Data solely for your internal business purposes, specifically to improve your sales performance on the Teespring Site (“Permitted Purpose”). You shall not use the API in any way deemed competitive with Teespring’s Site, services or products, as determined by Teespring in its sole discretion.
2.3 Access. In order to access or use the API, you must first register for and receive valid Teespring API Credentials ("Credentials"). All web services requests coming from your Application or service shall reference your Credentials. Teespring shall have the right to audit your use of the Credentials and to disable and/or modify any Credentials being utilized in violation of this Agreement. The Credentials may be immediately revoked or terminated by Teespring for any reason, with or without notice to you, including without limitation:
if you share your Credential with any third party (other than Third Party Service Providers in accordance with this Agreement);
if compromised by a third party; or
if you use or access the API, API Data or User Data in any way not expressly permitted under this Agreement.
3. API Policies and Restrictions
3.1 Policies and Restrictions. You shall implement the API in accordance with this Agreement. You may not access the API if you are a competitor of Teespring, as determined by Teespring in its sole discretion, or to replicate or attempt to replicate the essential user experience of the Teespring Site. Except as expressly provided herein, you have no other right to install, integrate, use, reproduce, sublicense or distribute the API.Teespring may monitor your usage of the API in order to improve our service and to ensure compliance with our policies. Except as otherwise expressly provided herein, you may not, nor may you assist or enable others to:
Copy, alter, adapt, or reproduce any part of the Teespring API without prior written authorization from Teespring;
Re-sell, re-license, sublicense, lend, rent or syndicate access to the API to third parties in a way that bypasses said third parties requirements to register with Teespring for API access;
Use the API for purposes of publishing known software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs into the Teespring API;
Attempt to gain unauthorized access to the Teespring API or any related systems or networks, including by using fake credentials or other improper means to gain access;
Interfere with or disrupt the integrity or performance of the Teespring API or do anything that adversely impacts the Teespring API or impacts the behavior of other Users or applications using the API;
Alter, remove or modify any tags, proprietary or copyright notices, labels, trademarks, or other identifying marks placed by or on behalf of Teespring or any third party on Teespring API documentation;
Add any third party tags, proprietary or copyright notices, labels, trademarks or other identifying marks on the Teespring API documentation;
Use (or facilitate use of) any alternative means (e.g. robots, spiders, scraping or other technology) to access, query, or use the API or Teespring Site to obtain any information that Teespring has prevented access to; or
Distribute, publish, facilitate, enable or allow access or linking to the API from any location or source other than your Application or your Site.
3.2. No Unlawful Activity. You agree that your Application will not:
Upload or otherwise transmit any content or data that is unlawful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, or hateful;
Harm minors in any way;
Upload or otherwise transmit any content or data that you do not have a right to transmit under any law or under contractual relationships;
Upload or otherwise transmit any content or data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person; or
Violate any applicable law or regulation, including, but not limited to, laws regarding the export of technical data.
3.4 Solicitation Restrictions. You shall not use the API, API Data or User Data to send or facilitate the sending of unsolicited communications of any type. You shall not solicit or facilitate the solicitation of Users by any third party as a result of their status as Users or members. You shall not sell, rent, lease or otherwise disclose the User Data or User Data.
4. Modifications. Teespring reserves the right, in its sole discretion, to modify, change, update and/or enhance the API, API Data, User Data, the Permitted Use, and/or any Teespring Site (each a "Modification") at any time with or without notice to you. You acknowledge and agree that such Modifications may affect Your Application and/or your Site 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 API, API Data, User Data, or the Teespring Site. Teespring will make reasonable efforts to inform you of material Modifications (which efforts may include the posting of notices on the Teespring Site); but Teespring shall not be liable for any failure to do so, nor shall any such failure mitigate the effect of the Modifications.
5. Ownership. This Agreement in no way conveys any ownership rights to you in the API or API Data accessed through your Application(s). As between Teespring and you: (i) Teespring retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the API, API Data, User Data, and the Teespring Site, including without limitation, anything derived therefrom; and (ii) you and your suppliers 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 Teespring intellectual property and any other intellectual property rights owned by Teespring. There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by Teespring. You shall not take any action inconsistent with Teespring's ownership of the API, API Data, User Data, or the Teespring Site.
6. Confidentiality. "Confidential Information" shall include all non-public information provided by Teespring to you hereunder, and shall include, but is not limited to, the Credentials, API Data and User Data. Teespring retains all proprietary rights to all Confidential 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 Teespring 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.
7. Uptime. Teespring makes no guarantees with respect to the availability or uptime of the Teespring Site or API. Teespring may conduct maintenance on either of the foregoing at any time without notice to you, in Teespring's sole and absolute discretion.
8. Fees. Teespring may charge fees for any and all of the services and/or benefits provided in connection with your use of the API at any time, and such fees shall be determined in Teespring's sole discretion. In the event Teespring charges a new fee or increases a fee, Teespring will notify you by posting a change notice or a new agreement on the Teespring Site and/or you may be notified by email. If any fee is unacceptable to you, your only recourse is to terminate this Agreement and immediately terminate all use of the API. Your continued use of the API following posting of a new fee or increased fee on the Teespring website will constitute binding acceptance of fees.
9. Term and Termination.
9.1 Term. The term of this Agreement shall commence upon the issuance of a Credential to you and shall continue until terminated in accordance with this Agreement.
9.2 Termination. Teespring reserves the right to terminate this Agreement or suspend or discontinue your access to the API, or any portion or feature thereof, for any or no reason, at any time with or without notice to you and without liability to you, in Teespring's sole discretion. You may terminate this Agreement at any time by ceasing any and all uses of the API and sending a confirmatory e-mail to [email protected]). Upon termination of this Agreement, your Credentials shall be revoked, all licenses granted to you hereunder shall terminate, you shall immediately pay all fees due and owing to Teespring (if applicable), and you shall destroy all API Data and User Data within ten (10) days of termination.
9.3 Survival. Sections 3, 5, 6, 8, 9.3, 10 and 12 of this Agreement shall survive any expiration or termination of this Agreement.
10. Indemnification; Limitation of Liability; Disclaimer.
10.1 Disclaimer. YOU EXPRESSLY AGREE THAT USE OF THE API AND TEESPRING SITE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT TO THE EXTENT THAT SUCH DISCLAIMER OF WARRANTY IS PROHIBITED UNDER APPLICABLE LAW). WITHOUT LIMITING THE FOREGOING, NEITHER TEESPRING NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, "TEESPRING PARTIES") WARRANT THAT THE API WILL BE UNINTERRUPTED, UNCORRUPTED, TIMELY, OR ERROR-FREE OR THAT THE API DATA OR USER DATA WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, OR TIMELY.
NO CLAIM MAY BE ASSERTED BY YOU AGAINST TEESPRING MORE THAN 12 MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF THE API SHALL BE FOR TEESPRING, FOLLOWING NOTICE OF ANY SUCH FAILURE OR NONPERFORMANCE, TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE API.
YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (IF YOU ARE A CALIFORNIA RESIDENT), AND ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION (IF YOU ARE A RESIDENT OF SUCH JURISDICTION).
10.2 Representation. You represent that you have the full power, capacity and authority to accept this Agreement. If you are accepting on behalf of your employer or another entity, you represent that you full legal authority to bind your employer or such entity to this Agreement.
10.3 Limitation of Liability. THE TEESPRING PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION THAT MAY ARISE FROM THE USE OR MISUSE OF, OR INABILITY TO USE, THE API, WHETHER OR NOT THE TEESPRING PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL THE TEESPRING PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID TEESPRING FOR USE OF THE API IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM OR, IF GREATER, $100.
10.4 Release. You forever release, discharge, and covenant not to sue the Teespring Parties from any and all liability, claims, actions, and expenses that may arise, whether caused by the negligence of the Teespring Parties, or otherwise, in connection with your use of the API or Teespring Site. In other words, you agree that you cannot sue the Teespring Parties if anything happens to you or your property in connection with your use of the API or Teespring Site.
10.5 Indemnification. You agree to defend, indemnify and hold harmless the Teespring Parties from and against all liability, claims, actions and expenses, including attorneys' fees and costs, arising out of (a) your use of the API, (b) your breach or alleged breach of any term, condition, obligation, representation or warranty in this Agreement, (c) your infringement of any third party intellectual property or proprietary right, or (d) your violation of any applicable law.
11. Restricted Persons; Export of Products or Technical Data. You hereby warrant that you are not a Restricted Person. For purposes of this Agreement, you are a Restricted Person if you, or any officer, director, or controlling shareholder thereof, are (i) a national of or an entity existing under the laws of any country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (ii) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (iii) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (iv) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (v) owned, controlled, or acting on behalf of a Restricted Person.
12.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
12.2 Entire Agreement. The parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that this Agreement may be amended from time to time by Teespring with or without advance notice to you. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
12.3 Assignment. You may not assign any of your rights hereunder. Teespring may assign all rights to any other individual or entity in its sole discretion.
12.4 Headings. The titles of the paragraphs of this Agreement are for convenience only and have no legal or contractual effect.
12.5 Independent Contractor Status. Except as expressly set forth herein, no agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind Teespring in any respect whatsoever.
12.6 Governing Law and Venue. This Agreement shall be governed by the laws of the State of California, USA and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of California, in each case, without regard to its choice or law or conflict of laws provisions. All legal actions in connection with this Agreement shall be brought in the state or federal courts located in San Francisco, California.
12.7 Notices. You agree that Teespring may provide notice to you by emailing such notice to the email address listed by you during your registration. Such notice shall be considered to be received by you within 24 hours of the time it is emailed to you unless Teespring received notice that it was not delivered. Any notice to Teespring must be sent by postal mail to: Teespring, Inc., Attention: Legal Department, 77 Geary Street, Suite 500, San Francisco, CA 94108, United States, or emailed to [email protected].