PLEASE READ THIS AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”) AND ELECTRONICS FOR IMAGING, INC. (“EFI”) REGARDING THE FIERY API AS DEFINED BELOW. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. BY CLICKING TO ACKNOWLEDGE YOUR AGREEMENT DURING REVIEW OF AN ELECTRONIC VERSION OF THIS LICENSE AGREEMENT OR BY INSTALLING, COPYING, ACCESSING OR BY OTHERWISE USING THE FIERY API, YOU AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY (E.G., SYSTEM INTEGRATOR, CONSULTANT OR CONTRACTOR) THAT INSTALLS, ACCESSES OR USES THE FIERY API ON YOUR BEHALF. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, ACCESS OR OTHERWISE USE THE FIERY API.
I. API Use
- Compliance with Terms. You may use the Fiery API, and the data, content, and information (including but not limited to the API Key as defined below) made available through the Fiery API (the "Fiery API"), in connection with a website or software application ("API Client") developed by You only in accordance with the terms and conditions of this Agreement, the EFI Terms of Service (currently located at w3.efi.com/web-access/fiery-api-tos), the Fiery API documentation and specifications (currently located at w3.efi.com/web-access/fiery-api-tos), and the developer credentials, assigned to you by EFI. EFI may monitor Your use of the Fiery API to ensure quality, improve EFI products and services, and verify Your compliance with these terms. You shall not interfere with such monitoring or otherwise obscure from EFI Your use of the Fiery API. EFI may use any technical means to overcome such interference.
“API Key” means a code passed by the API client to identify the calling program, its developer, and to specify the access rights, which controls which Fiery APIs are accessible.
“API Accessible Data” means all data, content or information created and/or stored on a Fiery print server. Examples of API Accessible Data include but are not limited to print job data, printer tray and toner data, printer queues, and user information.
- Commercial Use.
You agree not to use the Fiery API for any of the following commercial uses unless You obtain EFI's prior written approval: the sale of the Fiery API, API Data, API Accessible Data, API Keys, and any Additional Licenses or access to the foregoing. You also agree not to use the Fiery API to create a product or service that competes with an EFI product or service or that circumvents the licensing or restrictions of any EFI product or service. Provided that You comply with all other terms and conditions of this Agreement You are permitted to sell the API Client or sell or distribute a product or service that contains or runs an API Client.
- Brand Rules. "EFI Brands" means the trade names, trademarks, service marks, logos, domain names and other distinctive brand features of EFI. EFI grants You a non-exclusive license to use the EFI Brands solely in connection with their display on or through the API Client as delivered by EFI. Your Application shall provide proper attribution to EFI as specified in the EFI Trademark Guidelines set forth at http://w3.efi.com/web-access/copyright which may be modified by EFI at any time. EFI may terminate Your license to use the EFI Brands at any time for any or no reason. Goodwill in EFI Brands will inure only to EFI's benefit and You obtain no rights with respect to any of them. You irrevocably assign and will assign to EFI any right, title and interest that You obtain in any of EFI's Brands. You shall not at any time challenge or assist others to challenge EFI Brands or their registration (except to the extent You cannot give up that right by law) or attempt to register any trademarks, marks or trade names confusingly similar to EFI's. This paragraph survives any termination or expiration of this Agreement.
- Upgrades. Each API Client must contain means for You to update the API Client to the most current version of the Fiery API after any version has been deprecated. For non-website implementations, You must have means of remotely updating each API Client that has already been distributed to an end user.
- Deprecation. EFI will announce if we intend to discontinue or make backwards incompatible changes to this Fiery API or service. We will use commercially reasonable efforts to continue to notify you in advance with as much notice as possible.
- Usage and Quotas. EFI may, in its sole discretion, set a quota of operations on Your Fiery API usage (including but not limited to your ability to access, call on, and/or report data off of a Fiery or any other EFI product or service or limit the amount of data accessed or called on). You shall not attempt to circumvent automated use-quota restrictions.
- Additional Licenses. EFI may, in its sole discretion and at any time, require You to obtain additional licenses (including but not limited to licenses to access individual Fiery print servers or any particular set or subset of data, such as job data, from one or more Fiery print servers) for a license fee and other additional terms and conditions. You shall not attempt to circumvent these restrictions.
- Termination. EFI may terminate your access and license to the Fiery API and any other Additional Licenses at any time and for any reason.
Your API Client will not, and You will not encourage or create functionality for Your users or other third parties to:
- collect or modify any Fiery user account information or any API Accessible Data without the proper authorization and consent of the account holder and in accordance with all applicable law including privacy laws;
- interfere or attempt to interfere in any manner with the proper workings of the Fiery API, API Accessible Data or create or distribute any API Client that adversely affects the functionality or performance of a Fiery print server, or any other EFI products or services;
- circumvent or render ineffective any geographical restrictions, including IP address-based restrictions;
- sell, lease, lend, convey, redistribute, or sublicense to any third party all or any portion of the Fiery API, Your individual API Key(s), and Additional License(s), API Data (except that You may distribute and display the EFI content and accompanying metadata to Your users through Your API Client in a manner that complies with this Agreement) or any data from any Fiery print server;
- modify or replace any settings, configurations, data or other content on EFI products and services including but not limited to any Fiery print server that degrade the performance or functionality of the EFI Product and/or services;
- modify, replace or otherwise disable the functioning of any integrations or links to any EFI or third-party product or service provided through the Fiery API or otherwise;
- misrepresent your identity when registering for use of the Fiery API, use the developer credentials licensed to a different individual or entity, or mask Your usage of the Fiery API; or
- circumvent or render ineffective any API Key or any Additional License.
- Circumvent or render ineffective any domain restrictions, including IP address-based restrictions.
III. Additional Legal Provisions
- Compliance with Laws. You are responsible for complying with all applicable laws, rules and regulations, all third-party rights and all EFI policies. You shall not use the Fiery API in a manner that violates such laws, rules and regulations, third parties' rights or any EFI policies or in a manner that is deceptive, unethical, false or misleading. For avoidance of doubt, You shall not distribute or provide access to applications You develop in contravention of U.S. export control or trade laws.
- No Implied Rights. Except as expressly granted herein, neither party through this Agreement grants the other party any intellectual property rights or other propriety rights. As between You and EFI, EFI, its corporate affiliates, and its applicable licensors retain all intellectual property rights (including all patent, trademark, copyright, trade secret, and other proprietary rights) in and to the Fiery API and its documentation and specifications, all EFI websites and all EFI services and any derivative works in connection therewith. For the avoidance of doubt, You retain all rights in and to Your API Client, excluding foregoing EFI materials and intellectual property. All license rights granted herein are not sublicensable, transferable or assignable unless otherwise stated herein.
- Non-exclusive. This Agreement is a non-exclusive agreement. You acknowledge that EFI may be developing and may develop products or services that may compete with this Fiery API, Yours or other API Clients or any other products or services.
- Publicity. You agree that EFI may use Your company, organization, or product name and/or logo in presentations, marketing materials, customer lists, financial reports, website listings of customers, research and marketing case studies and other marketing-related activities. You may not issue any public announcement regarding Your use of the Fiery API which suggests partnership with EFI without EFI's prior review and written approval, at EFI's sole discretion.
- Confidentiality. You shall not disclose Your developer credentials or Your API Client IDs to any third party except Your agent(s) using such information solely on Your behalf in accordance with this Agreement and under a written duty of confidentiality. You shall not disclose EFI Confidential Information to any third party without EFI's prior written consent. "EFI Confidential Information" means all non-public EFI software, technology, programming, and specifications relating to the Fiery API, and any other information designated in writing by EFI as "Confidential" or an equivalent designation. EFI Confidential Information does not include information that has become publicly known through no breach by You or EFI, or information that has been (a) independently developed without access to EFI Confidential Information as evidenced in writing; (b) rightfully received by You from a third party who has the lawful right to disclose such information; or (c) required to be disclosed by law or by a governmental authority.
- Indemnification. You shall indemnify, defend and hold EFI, its agents, affiliates, and licensors harmless from any claim, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are "Claims") by a third party arising out of Your use of the Fiery API in any manner that breaches this Agreement or otherwise arising out of materials or technology contributed by You and not by EFI. At EFI's option, You shall assume control of the defense and settlement of any Claim subject to indemnification by You (provided that, in such event, EFI may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, You shall not settle any such Claim without EFI's prior written consent).
- Termination. Any licenses contained in this Agreement will terminate automatically without notice if You fail to comply with any provision of this Agreement. EFI reserves the right to terminate this Agreement or discontinue the Fiery API or any portion or feature thereof for any or no reason and at any time without liability to You. Upon any termination or notice of any discontinuance, You shall immediately stop and thereafter desist from using the Fiery API and delete all API Data in Your possession or control (including, without limitation, from Your servers). EFI may independently communicate with any account owner whose account(s) are associated with Your API Client IDs and developer credentials to provide notice of both the termination of Your right to use the Fiery API and the display of any advertisements associated with Your API Clients. Section III of this Agreement shall survive any termination or expiration of this Agreement and will continue to bind You in accordance with its terms.
- Modification. EFI may modify any of the terms and conditions contained in this Agreement at any time and in its sole discretion by posting a change notice to Your account, changing these terms and conditions, emailing to the email address of Your account or account associated with Your developer credentials or otherwise notifying You. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE FIERY API, CONTINUED POSSESSION OF A COPY OF NON-PUBLIC API DOCUMENTATION AND SPECIFICATIONS OR CONTINUED DEVELOPMENT FOLLOWING POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
- Disclaimer and Limitation of Liability. EFI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. EFI SHALL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT THE FOREGOING IS NOT ENFORCEABLE, EFI'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO FIVE HUNDRED DOLLARS ($500.00).
- Release. You hereby release and covenant not to sue EFI and its corporate affiliates and any of their officers, directors, employees, agents, shareholders, licensors, licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims (a) pertaining to any intellectual property You develop that is based on, uses, or relates to the Fiery API; and (b) which otherwise may arise in connection with Your use of, reliance on, or reference to the Fiery API. If You have a dispute with one or more EFI account owners, You release EFI and its corporate affiliates and any of their officers, directors, employees, agents, shareholders, licensors, licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code 1542 which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
- Miscellaneous. The Agreement is governed by California law, except for California's conflicts of laws principles, and all claims arising out of or relating to this Agreement or the EFI services and programs shall be litigated exclusively in the federal or state courts of Santa Clara County, California, USA, and You and EFI consent to personal jurisdiction in those courts. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. You may grant approvals, permissions and consents to EFI by email, but any modifications by You to this Agreement shall be made in a writing (not including email) executed by both parties. Any notices to EFI shall be sent to our corporate headquarters address as set forth on our website via first class or air mail or overnight courier, and is deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the Agreement will remain in full effect. You shall not assign or otherwise transfer any of Your rights or delegate Your obligations hereunder and any such attempt is null and void. You and EFI are not legal partners or agents, but are independent contractors.
October 8, 2012