API Development Agreement
Welcome to ApparelMagic’s API Development Agreement and Rules of the Road (“API Agreement”) This API Agreement governs your use of the ApparelMagic Cloud API (“API”). We are pleased to offer you an open API to grow your business and empower our clients. We grant you this ability pursuant to your agreement to use this development tool responsibly and protect our and our users’ rights. Whether you are using the API as a consultant or on behalf of your employer, brand, partner, showroom, retailer or another entity, you represent and warrant that you are authorized to accept this API Agreement on behalf of yourself, and those to whom keys are made available, and that they are not authorized to use the API without acceptance of the API Agreement.
All use of the API and content, documentation, code, and related materials made available to you on or through ApparelMagic (“API Content”) is subject to and must comply with this Agreement, along with the ApparelMagic Terms of Service.
You may use the API and Content in connection with the products or services you provide (your “Work Product”) to search, display, analyze, retrieve data, view, update and submit data to or from ApparelMagic Cloud.
You may be given access to certain non-public information, software, and specifications relating to the API and Content (“Confidential Information”), which is confidential and proprietary to ApparelMagic and its users. You may use this Confidential Information only as necessary in exercising your rights herein. You may not disclose any of this Confidential Information to any third party without the affected party’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care. Do not facilitate, directly or indirectly, the publishing of private or confidential information. Do not access or collect information of our users, even if hired by you, without their express written consent.
You agree you are providing no consideration for this API, that you will be liable for and indemnify, defend ApparelMagic against any damages caused by your misuse of the API, including lost profits, and that a failure to comply with these terms constitutes forfeiture of access without notice and ApparelMagic will not be liable for any costs, expenses or damages as a result of its termination of your access. If your use is suspended, and should you attempt to circumvent that suspension by registering under assumed or other names, ApparelMagic reserves the right to prosecute you to the fullest extent of the law.
You expressly acknowledge that ApparelMagic and its end users retain all worldwide right, title and interest in and to the Content, including all intellectual property rights therein. You also acknowledge that as between you and ApparelMagic, ApparelMagic owns all right, title and interest in and to the API, ApparelMagic Trademarks, and the Service (and any derivative works or enhancements thereof), including but not limited to all intellectual property rights therein. You agree not to do anything inconsistent with such ownership. Any rights not expressly granted herein are withheld. You agree that you will not challenge ApparelMagic’s ownership of, the validity of any license to use, or otherwise copy or exploit the ApparelMagic TradeMarks during or after the termination of this agreement except as specifically authorized herein. If you acquire any rights in the ApparelMagic TradeMarks or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to ApparelMagic, immediately assign such rights to ApparelMagic.
As between you and ApparelMagic, you retain all worldwide right, title and interest in and to your Work Product, excluding the API, ApparelMagic TradeMarks, and our Services (and any derivative works or enhancements thereof), including but not limited to all intellectual property rights therein. You may provide ApparelMagic with comments concerning our Content or API or your evaluation and use thereof. You agree that ApparelMagic and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense, incorporate, and otherwise use the feedback, including derivative works thereto, for any and all commercial and non-commercial purposes with no obligation of any kind to you.
ApparelMagic may update or modify the API, Services and other terms and conditions, from time to time at its sole discretion. You acknowledge that these updates and modifications may adversely affect how your Service accesses or communicates with the API. If any change is unacceptable to you. Your only right hereunder is to terminate your use of the API. Your continued access or use of the API or any Content will constitute binding acceptance of the change.
You warrant and represent that have the necessary power and authority to enter into this agreement, and that the performance of your obligations will not constitute a breach or otherwise violate any other agreement or the rights of any third party arising therefrom; you will maintain throughout the term of this agreement all rights and licenses that are required with respect to your Work Product with this API; and your Work Product and its use, distribution, sale and license, including the use of any license hereunder, does and will continue to comply with all applicable foreign, federal, state, and local laws, rules, and regulations.
THE CONTENT, API, AND ANY OTHER PRODUCTS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND ON AN “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. APPARELMAGIC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. APPARELMAGIC DOES NOT WARRANT THAT THE CONTENT AND PI AND ANY OTHER APPARELMAGIC PRODUCTS AND SERVICES PROVIDED HEREUNDER WILL MEET ALL OF YOUR REQUIREMENTS OR THAT USE OF SUCH CONTENT AND API BE ERROR-FREE UNINTERRUPTED, VIRUS-FREE, OR SECURE.
IN NO EVENT WILL APPARELMAGIC BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE API, CONTENT, OR OTHER PRODUCTS AND SERVICES WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN ANY CASE, APPARELMAGIC’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AGGREGATE FEES YOU PAID TO APPARELMAGIC FOR ACCESS TO THE API IN THE LAST YEAR.
You will indemnify, defend, and hold ApparelMagic, its subsidiaries, affiliates, and its and their respective officers, consultants and employees, harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys’ fees) brought by a third party arising out of or in connection with: (a) any act or omission by you, in connection with your use of the Content, the API, or the ApparelMagic TradeMarks; (b) your use of the Content, the API, or the ApparelMagic TradeMarks other than as expressly allowed by this agreement; (c) your breach or alleged breach of any of the terms, restrictions, obligations or representations under this agreement; or (d) your Work Product and services. You will assume control of the defense and settlement of any claim subject to indemnification by you. ApparelMagic may, however, at any time elect to take over control of the defense and settlement of any such claim. In any event, you will not settle any such claim without ApparelMagic’s prior written consent.
You may not assign any of the rights or obligations granted hereunder, voluntarily or by operation of law (including without limitation in connection with a merger, acquisition, or sale of assets) except with the express written consent of ApparelMagic, and any attempted assignment in violation of this paragraph is void. This agreement does not create or imply any partnership, agency or joint venture. This agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to or application of conflicts of law rules or principles. All claims arising out of or relating to this agreement will be brought exclusively in the federal or state courts of Palm Beach County, Florida, USA, and you consent to personal jurisdiction in those courts. No waiver by ApparelMagic of any covenant or right under this agreement will be effective unless memorialized in a writing duly authorized by ApparelMagic. If any part of this agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this agreement will remain in full force and effect.
Your use of the Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ACCESS AND ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SERVICE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
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