API LICENSE AGREEMENT FOR THE MAKERBOT DEVELOPER PROGRAM
Last revised on April 28, 2016.
IMPORTANT PLEASE READ THE FOLLOWING TERMS CAREFULLY. THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU AND MAKERBOT, AS EXPRESSLY PERMITTED HEREUNDER. AFTER YOU HAVE REVIEWED THESE TERMS, PLEASE INDICATE YOUR AGREEMENT TO THE TERMS BY CLICKING THE “I AGREE” BUTTON. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS YOU WILL NOT RECEIVE ACCESS OR THE RIGHT TO USE THE API’S.
1. Developer Program Account.
In order to participate in the Program and access the Developer Program, you are required to register for a Company Account (as defined in the TOU) through the Site, login to the Company Account and create an Application through the Account. You may be provided with an App ID and a code as part of the registration process. APP ID means the unique code or credential provided by MakerBot that permits you to access the API. “Site” means any one or all of the current or future online platforms operated by or on behalf of MakerBot, including any services made available thereof: www.makerbot.com and www.thingiverse.com.
a. Licenses to You.
i. API License. We grant you a limited, non-exclusive, non-sublicensable, non-transferable license under MakerBot’s intellectual property rights to use the APIs solely to:
A. Enable your Application to interact with the Ecosystem as it exists now or may exist in the future;
B. Retrieve information necessary to facilitate your own or a User’s use of Sites or the Ecosystem through your Application. For the purposes of this Agreement, “User” means end-users of the Sites and/or your Application.
C. Make limited intermediate copies of Content only as necessary to perform an activity permitted under the Agreement.
ii. License to MakerBot Marks. Subject to this Agreement and the Branding Guidelines, we grant you a limited, non-exclusive, non-sublicenseable (except as expressly permitted), and non-transferable license during the term of this Agreement to display MakerBot Marks to promote or advertise your integration of the APIs in your Application. “MakerBot Marks” means any trade names, trademarks, service marks, and domain names that MakerBot makes available to you through the Developer Program solely in connection with offering Users the opportunity to interact with the Ecosystem as permitted in this Agreement. You are not allowed to use the MakerBot Marks except as expressly allowed or provided in the Branding Guidelines.
b. Licenses to MakerBot
i. MakerBot License to Use Application. During the term of this Agreement you grant us a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and license, under your applicable intellectual property rights, to: (1) use, perform, and display your Application and its content for purposes of marketing, demonstrating, and making your Application available to Users; (2) link to and direct MakerBot Users to your Application; and (3) sublicense the foregoing rights to MakerBot affiliates.
ii. Publicity. You agree that MakerBot has the right to: (i) reveal personal information about Developers for attribution purposes, handling inquiries from Users or potential Users, and other purposes MakerBot reasonably deems necessary under this Agreement; (ii) publicly refer to you, orally or in writing, as a licensee of the APIs; and (iii) publish your Application, name and/or logo (with or without a link to your Application) on our Site, in press releases, and in promotional materials without additional consent.
3. Your Obligations.
i. User Data. Your participation in and use of the Developer Program may allow you to collect data from and about Users (“User Data”), which may include information collected by MakerBot and Personal Information. “Personal Information” is any information pertaining to a directly or indirectly identifiable individual. It may include information that you collect directly from Users in connection with your Application and information that is included in the Content, or that you otherwise receive from MakerBot, about Users. Your Application must allow Users to access their data that you have collected via the Developer Program at the request of such User. You are not allowed to share, sell or transfer User Data and may only use such User Data within the Application itself.
ii. Usage Data. You agree that we can use, store, and share information submitted by you to MakerBot related to your use of the Developer Program in connection with your Application ("Usage Data"), and that we may use such Usage Data for any internal or external business purpose. You agree that we can display usage statistics concerning the use of your Application publicly and that we can display information about a User’s data usage to that User privately.
i. Display of Content. Display of Content is permitted only within your Application. For purposes of this Agreement, “Content” means any data or material provided or made available through the Developer Program, including Content uploaded or otherwise made available by Users pursuant to the TOU (“User Content”). Content does not include information that you obtain independent of your participation in the Developer Program and your use of the API’s. Usage of Content shall be in accordance with the following guidelines:
ii. Secondary Licenses. MakerBot enables Users to make User Content available pursuant to the terms of different secondary licenses that may be selected by them. Further, Users may grant you permission to access User Content and may revoke such permission. In no event shall you allow Application, including but not limited to Thing Apps, Web Apps, Desktop Apps and Mobile Apps, or your use of the API’s, to circumvent or otherwise breach the 1) terms of any elected secondary license, 2) applicable Tip requirements, 3) Application authorization in general and for the User Content, or other terms and conditions that may support and apply as part of your use of the APIs. In ALL cases, you are solely responsible for making use of User Content in compliance with the owners' requirements or restrictions. For purposes of this Agreement and the TOU, “Tip” means the amount of money that a designer can request for the usage or download of specific User Content.
iii. Public Display. You acknowledge and agree that: (i) all Content that any User makes publicly available on the Sites must be segregated from non-MakerBot content (for example, third-party listings or other non-MakerBot information) and visually separated from non-MakerBot Content (for example, with lines or color changes); and (ii) your Application or use of the API’s shall not prevent or otherwise interfere with such segregation and separation.
d. Developer Payment Terms. All payment transactions through an Application must take place through the payment transaction tool provided by MakerBot and shall be governed by the Developer Payment Terms.
e. User Support and Disputes. Your Application must provide a means for Users to obtain customer support from you. We reserve the right to provide Users with your contact information. In the event of dispute between you and a User, you are required to be responsive to such User and in all cases abide by the Dispute Policy.
f. Third Party Websites. If your Application is available through a third party website or store, your Application must allow Users to access the Ecosystem as allowed in this Agreement. For instance, your Application can provide Users with the ability to upload their files to Thingiverse. Your Application shall not allow you or your Users to upload any User Content to any other 3D design sharing community website or 3D design sharing platform.
g. Authentication. If your Application will enable Users to interact with the Sites in a way that requires sign-in to their Company Account, you shall provide this access only after “Authentication,” which occurs when a User grants the Application access to that User’s Content via a MakerBot-controlled sign-in and consent page.
h. Your Identity. You must take all reasonable steps to ensure that Users understand your identity and the source and purpose of your Application.
i. Compliance with Agreement. You agree to assist MakerBot in verifying your compliance with this Agreement by promptly providing us with information about your Application and storage of Content upon request, which may also include access to your Application and other materials related to your use of the APIs.
j. Confidentiality. To the extent we provide you with confidential information, you will not use or disclose it other than as expressly permitted and reasonably required for your performance under this Agreement. Your confidentiality obligations will survive the termination of this Agreement. You acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of the Developer Program Confidential Information and that MakerBot will 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. Any information provided by you to MakerBot is considered by MakerBot to be non-confidential and may be used by MakerBot at its sole option and discretion and without payment of any fee or other compensation to you.
4. Your Restrictions.
a. Copies of User Data. You will immediately delete all User Data and any copies of User Data you collect through the Developer Program when: (i) your Company Account is suspended, (ii) you deactivate your Application or otherwise remove its integration from the Ecosystem, (iii) it is no longer reasonably required for your performance of this Agreement, or (iv) when you cease to participate in the Developer Program.
b. Intermediate Copies of Content. You will immediately delete all intermediate copies of Content when they are no longer required for the purpose for which they were created and in accordance with Section 4(a) above. You will also delete all intermediate copies if you do not use the Content for a period of thirty (30) days, except if a User expressly allows you to keep his or her User Content for a specified period.
c. User Analytics. You may not use User Data for analytics other than internal non-public analytics or public analytics with anonymous and aggregated User Data.
d. API Call Limitations. The number of API calls you will be permitted to make during any given period may be limited. MakerBot will determine, at its sole option and discretion, call limits based on various factors, including the ways your Application may be used or the anticipated volume of use associated with your Application. MakerBot may, in its sole discretion, charge you for API calls that exceed the call limits or terminate your access to the API in accordance with Section 10. Unused API calls will not roll over to the next day or month, as applicable.
e. Overall Restrictions. You may not use or access, or allow others to use or access, the Developer Program in any way not expressly permitted under this Agreement. Without limiting the generality of the foregoing, you shall not do, or authorize or allow others to do, any of the following:
i. Distribute, publish, or allow access or linking to the API or Content from any location or source other than your Application;
ii. Use the API’s to retrieve Content that is then aggregated with third party-owned or third party search results in such a way that an end-user cannot attribute the Content to MakerBot (i.e., aggregated search results);
iii. Have your Application or your use of any Content or any of the API’s: (a) be false, inaccurate or misleading; (b) infringe on any third party’s intellectual property rights or rights of publicity or privacy; (c) be defamatory, trade libelous, threatening, or harassing; (d) contain any viruses or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data; or (e) otherwise violate any law or regulation; or
iv. Use the API’s or Content, or other MakerBot Materials, or deploy the Application in a manner, or take any actions in connection with this Agreement or your business relationship with MakerBot, that could: (a) create liability for MakerBot or (b) cause MakerBot to lose (in whole or in part) the services of our ISPs or other suppliers; or (c) injure MakerBot’s commercial reputation or otherwise reflect unfavorably on MakerBot.
v. Commercialize access to the Ecosystem, the Sites, and/or the Content, or copy or store the Content, other than for the intermediate purposes allowed by this Agreement, or if expressly authorized in writing by Users (as to their own User Content);
vi. Use, copy, distribute, or modify the API or Content in any “service bureau” or “timesharing” business;
vii. Use Content in any advertisements, or for purposes of targeting advertisements, in your Application or elsewhere;
viii. Enable Users to set or change registration or privacy preferences with your Application;
ix. Modify, decompile, reverse engineer, or otherwise alter the APIs or Content;
x. Use the APIs to circumvent the intended limitations on MakerBot features or functionality or that may be used to violate any MakerBot Policy or applicable law;
ix. Commingle or supplement Content from the APIs with any other MakerBot data. For example, you cannot supplement the data you have received via a MakerBot API with data scraped from our Site (whether that scraping was done by you or someone else) or from any other source;
x. Use the Content for any of the following: generating messages, promotions, offers, or mass messages or for any other purpose other than to allow a User to use the Content in your Application;
xi. Use the APIs to: (i) spam, send unsolicited messages, or advertise your (other than the Application) or third party products or services, (ii) perform change actions (post, delete, comment, like, collect) that were not initiated or confirmed by a User, or (iii) otherwise harass Users;
x. Use robots, spiders, scraping, or other technology to access or use Content or any Sites to obtain any information; or
xi. Use the APIs or the Content for any Application that replicates or attempts to replace the essential User experience of the Sites, or in any manner that is competitive to MakerBot;
5. Intellectual Property Ownership.
We own all rights, title, and interest, including all intellectual property rights in and to the (1) APIs; (2) Content; (3) Sites; and (4) Brand Features (collectively, the “MakerBot Materials”). The only exception to this is Content which you or a User may have licensed to MakerBot. Except for the express licenses granted in this Agreement, MakerBot does not grant you any right, title, or interest in the MakerBot Materials.
6. MakerBot Independent Development.
You understand and acknowledge that MakerBot may be independently creating applications, content, and other products or services that may be similar to or competitive with your Application. Nothing in this Agreement will be construed as restricting or preventing MakerBot from creating and fully exploiting any applications, content, and other items, without any obligation to you.
7. Legal Compliance.
You represent and warrant to MakerBot that, excluding MakerBot Materials, you have the right to use, reproduce, modify, transmit, copy, publicly display, publicly perform, and distribute your Application, and that use of your Application by MakerBot and its affiliates will not violate the rights of any third party or any applicable regulation or law, including the Digital Millennium Copyright Act, the laws of any country in which your Application is made available, or any applicable export laws.
8. Amendments to This Agreement.
We reserve the right to modify, supplement, or replace the terms of this Agreement, effective prospectively upon posting on the Developer Program Site and notifying you via email or otherwise of such changes. IF YOU CONTINUE TO EXERCISE YOUR RIGHTS UNDER THIS AGREEMENT AFTER RECEIPT OF SUCH NOTICE, YOU WILL BE DEEMED TO HAVE AGREED TO SUCH CHANGES.
9. Other Policies and Obligations.
You agree that you and your Application shall also comply and conform with the following, which are hereby incorporated by reference and made part of this Agreement:
In the event of any conflict between the content in this Agreement and the above documents, this Agreement controls.
10. Term and Termination.
a. Term. The term of this Agreement will commence on the date upon which you agree to this Agreement and will continue until terminated.
i. You may terminate this Agreement by discontinuing use of our API’s.
ii. We may suspend or terminate your use of all or any of the API’s at any time and for any reason, including violations of this Agreement.
iii. All of our rights in this Agreement may be exercised without prior notice or liability to you, subject to written notice.
11. Effect of Termination.
Upon termination of this Agreement:
a. all rights and licenses granted to you will terminate immediately and MakerBot may deactivate your account;
b. you will promptly destroy MakerBot confidential information in your possession or control. MakerBot may request that you certify in writing your compliance with this section;
c. unless we expressly request otherwise in writing or as allowed in this Agreement, you must permanently delete all Content or other data which you stored pursuant to your use of the APIs. MakerBot may request that you certify in writing your compliance with this section; and
d. MakerBot will make commercially reasonable efforts to remove all references and links to your Application from the Site (MakerBot has no other obligation to delete copies of, references to, or links to your Application).
12. General Legal Terms.
a. Survival. The following sections of this Agreement shall survive any termination or expiration of this Agreement: Sections 5, 11 and 12, as well as any provisions of this Agreement that by their nature should reasonably be deemed to survive such termination or expiration.
b. Disclaimer of Warranties.
WE PROVIDE THE MAKERBOT MATERIALS AND ALL OTHER INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND. WE DO NOT CONTROL OR VET USER-GENERATED CONTENT FOR ACCURACY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. MAKERBOT, ITS AFFILIATES, AND SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT.
WE DO NOT GUARANTEE THAT THE API’S WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING.
FURTHERMORE, WE DISCLAIM ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE MAKERBOT APIS DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
You agree to defend, indemnify and hold harmless MakerBot its subsidiaries, affiliates, officers, agents, partners, members, employees, independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to: (i) your use of the MakerBot Materials other than as expressly permitted under this Agreement; (ii) any claim for state sales, use, or any tax obligations of yours arising from your Transaction(s); (iii) any claim arising out of a violation of any law or regulation governing your goods and/or services; or (iv) your breach of any provisions under this Agreement or any unlawful conduct by you or on your behalf.
d. Limitation of Liability.
IN NO EVENT SHALL MAKERBOT (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE THE API’S EVEN IF MAKERBOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE MAKERBOT MATERIALS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
e. Severability. If any provision of this Agreement is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of this Agreement will not be affected in any way.
f. Entire Agreement. This Agreement and any documents incorporated into this Agreement by reference, constitute the entire agreement between you and MakerBot regarding the API’s and supersedes all prior agreements and understandings.
g. No informal waivers, agreements or representations. Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. No representations, statements, consents, waivers, or other acts or omissions by any MakerBot affiliate shall be deemed legally binding on any MakerBot affiliate, unless documented in a physical writing hand signed by a duly appointed officer of MakerBot.
h. No Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive, or other equitable relief, or to enjoin or restrain the operation of the Developer Platform or any APIs, Content, or other material used or displayed through the Developer Program.
i. Assignment and Delegation. You may not assign or delegate any rights or obligations under this Agreement, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this Agreement, fully or partially, without notice to you.
13. How To Contact Us.
If you have questions or comments about this MakerBot API License Agreement, please contact us by email at [email protected] or by physical mail at:
MakerBot Industries, LLC
Attn: MakerBot Legal
One MetroTech Center, 21st Floor
Brooklyn, NY 11201 USA