Developer Portal: Terms of Use

PNI DIGITAL MEDIA PLATFORM API TERMS OF USE

 

 By participating in the API Program, accessing the associated developer portal http://developer.pnimedia.com (“Portal”), and or utilizing the API, You and any entity, person, or company that You represent or act as agent thereof (collectively “Developer”, “You” or “Your”) agree to be bound by these terms of use and all referenced terms and policies (collectively, “Terms of Use” or “Agreement”)).

 

These Terms of Use set out the legally binding terms with respect to Your participation in the PNI API program (the “Program”), access and use of the API, of the Portal, and use of any elements or components provided or made available to You by PNI.

 

Please read these Terms of Use carefully. Your access to and use of the Portal, and or the API, constitutes Your acceptance of all the provisions of these Terms of Use. 

 

IF YOU DISAGREE WITH OR ARE UNWILLING TO BE BOUND BY THESE TERMS OF USE, YOU SHOULD NOT ACCESS OR USE THE PORTAL AND PNI DIGITAL MEDIA INC. DOES NOT GRANT YOU ANY LICENSE TO USE OR ACCESS THE PORTAL, AND OR THE API.

 

API” shall mean the PNI Digital Media Platform application programming interface, including all associated technologies, content, features, documentation and any other materials, tools, and systems provided or made available to You as part of the API Program.

 

PNI”, “We”, or “Us” shall mean PNI Digital Media Inc. on behalf of itself and its affiliates.

 

Application” shall refer to any application, website, interface, or other communication method You develop or use to interact with the API.

 

PNI Client(s)” shall mean clients under binding agreement with PNI who have agreed to allow applications developed under the Program to interact with their Client Platform.

ELIGIBILITY AND AUTHORIZATION

Participation in the API Program is not targeted towards, nor intended for use by, anyone under the age of 18. By participating in the API Program, You represent and warrant that You are 18 years of age or older. If You are not at least 18 years of age and desire to be bound to these Terms of Use, You must firstly provide proof of eligible guarantor and receive approval from Us. Suitability of an eligible guarantor is solely determined by Us. Otherwise, if You are not at least 18 years of age, do not access the Portal, use or register on the Portal. In the event We become aware You are under 18, We will terminate Your registration and access. By accepting access to or use of the Portal or the API, You are representing and warranting that You have the authority to bind any entity, person, or company You represent or act as agent for such party’s use of the API, the Portal and or its features by Your actions.

PURPOSE

PNI has developed the PNI Digital Media Platform (the “Platform”), which is a proprietary platform that provides transaction processing and order routing services for major retailers. The Platform is used by various PNI Clients and connects consumer-ordered digital content, whether from online, in-store kiosks, desktop software or mobile phones, with retailers that have on-demand manufacturing capabilities for the production of personalized products such as photos, photo books, photo calendars, business cards and stationery (the “Client Platform”).

 

PNI has created the PNI API Program (the “Program”) with the intent of allowing Developers to incorporate certain features of the API into their existing Applications or create new Applications that will be able to interact with the Platform for access to, and use of various services and products offered by PNI Clients through the Platform.

 

Participation in the Program will allow You to incorporate certain features of the API into Your existing Applications or create new Applications that will be able to interact with the Platform for access to, and use of various services and products offered by PNI Clients through the Platform.

 

The Purpose of the API Program is to provide You with access to various functionalities available to PNI Clients and integrate those into Your Applications for use by Your end users (“Your Users”) subject to these Terms of Use and such additional terms specified by any PNI Client (s) with which your Application functionalities may interact with.

DEVELOPER REGISTRATION

In order to participate in the API and access the Portal, You are required to register and establish user identification with a password (“Registration Information”), and for certain uses, You may be provided and required to use confidential security keys or identifiers (“API Key”).

 

You agree to provide Us with accurate and complete Registration Information, and to inform Us immediately of any updates or other changes to such information. For example, You may not:

 

(i) enter, select or use a false name or an email address owned or controlled by another person with the

intent to impersonate that person, or

 

(ii) use as Registration Information a name subject to any rights of a person other than Yourself without appropriate authorization.

 

Failure to comply with the terms of this section shall constitute a material breach of these Terms of Use, which may result in immediate termination of Your account. In addition, We reserve the right to refuse registration of, or cancel any and all API Keys attributed by Us to You at our sole discretion.

 

Additional registrations and agreement to specific terms may be required for by and from PNI Client(s) and their associated terms of service.

COMMERCIAL USE

If the primary purpose of the integration of the API with Your Application is to derive revenue, it is considered a “Commercial Application” used for “Commercial Purposes”. If you wish to use the API for Commercial Purposes, you must obtain PNI’s Permission in writing and you must enter into an API Revenue Share Agreement with PNI. Such API Revenue Share Agreement shall also form part of this Agreement. For more information about how to become eligible to use the API for a Commercial Application, please contact us via email at apisupport@pnimedia.com. If you are unsure whether your use of the API constitutes non-commercial or commercial use, you should contact PNI.

SECURITY

You shall be responsible for maintaining the confidentiality of Your Registration Information, Your API Keys and You are fully responsible for all activities that occur pursuant to access with Your Registration Information and the API Keys provided, whether or not You authorize such activities. You agree to immediately notify Us of any unauthorized use of Your Registration Information and or Keys provided of which You become aware. Notice of unauthorized use will not relieve You of responsibility for activities that occur as a result of such unauthorized use.

Security Incidents and Response

Notwithstanding any other legal obligations You may have, You agree to immediately notify PNI by email to apisupport@pnimedia.com upon Your discovery of any incident of a security breach or possible compromise of systems or security mechanisms relating to the API, Platform or your use of the Portal or API Keys or in any way possibly impacting PNI and PNI Client(s). You agree to use commercially reasonable efforts to notify PNI of Your detection of such an incident within one (2) hour of detection.

 

b. Security Precautions

 

You agree to adhere at all times to reasonable security best practices, as specified in current industry literature on topics relevant to Your interaction with the API, and the Portal.

 

c. Security Requirements

 

As a user of the API, and or the Portal, You shall not violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”) related to the API, Platform and or Portal and PNI and or PNI Client(s). Prohibited activities include:

 

i. Unauthorized access or use of any functionality or breach of any security or authentication measures

used by the API, the Platform and or Portal

 

ii. Interception or monitoring of data or traffic on a System from PNI without authority or permission from PNI.

 

iii. Falsification of origin, forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route.

 

iv. Monitoring or crawling of a System or the Platform or functionality so that it either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective, including the use of flooding techniques.

MODIFICATIONS

Changes to the Terms of Use

We reserve the right to and may amend these Terms of Use from time to time at any time, for any reason or no reason and without prior notice. PNI will post the current Terms of Service on http://developer.pnimedia.com/APIDocumentation/DeveloperProgramDetails/TermsofUse.aspx

 

Except as otherwise provided herein, all amended terms will be effective immediately after they are posted on the Portal. Therefore, We recommend that You read these Terms of Use carefully each time You use the API, and or the Portal.

 

Your participation in the Program, or use of the API or Portal on and after the effective date will constitute Your acceptance of the amended terms. If You do not wish to be bound by amended terms, You must terminate Your participation in the Program and cease accessing the Portal.

Changes to the API, Platform and Portal

You agree and understand that the API, the Portal and or Platform including any and all functionality available via the API, and or Portal may be modified by Us, at our sole discretion, at any time without prior notice. Unless expressly stated otherwise, any new functionality, content, documentation, enhancements, or modifications to the API, the Platform and or Portal implemented after Your initial access to the API, and or Portal shall be subject to the latest Terms of Use. Modifications may affect Your Application and may require changes to Your Application, which shall be at Your sole cost to maintain and continue compatibility and functionality with the API and or any additional terms constituted by PNI and or PNI Client(s). Failure by You to maintain commercially acceptable functionality that is current with the Terms of Use and associated functionality of the Platform and API will result in termination of Your access to the API and Portal.

USE OF THE API, PORTAL AND PLATFORM

Applications

You may participate in the Program solely for the purpose of facilitating Your use and Your User’s use of the API and any functionality you provide in your Applications and Your services shall be subject to the applicable terms of use on the PNI Client(s) websites and any additional terms of use that We may communicate to You from time to time. Unless you have been authorized to do so in writing by PNI, and have entered into an API Revenue Share Agreement with PNI, You are not permitted to use the API, and or Portal for Commercial Purposes (as set out above), subject always to any additional limitations or conditions as advised to You by PNI at anytime.

 

You may develop, display, or distribute Applications that interact with the API provided such Applications comply with all requirements herein.

 

Subject to these Terms of Use and compliance with the requirements, restrictions, and policies herein or incorporated by reference, PNI grants You a non-exclusive, non-transferable, non-sublicensable (except as expressly permitted herein) limited license to use the API and Portal to:

 

(i)              Use the API to develop an Application or incorporate functionality that creates authorized interactions between Your Applications and the Platform and facilitating Your Users to interact with the Platform.

 

(ii)            Display, arrange, reorganize, or otherwise represent content within Your Application to enhance Your use or Your User’s use of the Platform and Your or Your User’s interactions with the Platform by You and Your Users, provided such use is consistent with these Terms of Use and applicable requirements (e.g. trademark usage);

Brand Features

PNI grants You a non-exclusive, non-transferable, non-sublicensable (except as expressly permitted herein) limited license to display certain trade names, trademarks, service marks, and logos (collectively the “Brand Features”) of PNI in compliance with requirements for such usage, which may be incorporated in the applicable functionality as it relates to the API or otherwise made available through the API, the Portal or on the Platform with specifications for use and only with express written approval by PNI in advance of each and every instance. Any variance from authorized use or as made available and used pursuant to specified requirements shall be subject to PNI’s review and final approval over format, placement and use. PNI may terminate or modify this license or applicable requirements for branding usage at any time for any reason or no reason.

 

To the extent branding or attribution is required and provided as part of any functionality related to the API and or Portal, such branding or attribution shall not be altered, obscured, removed, or otherwise modified.

 

Use of the API by You for commercial purposes and according to this Terms of Use requires that You use the following trademarks and denotation in Your Applications that interact with the API and Platform:

 

Logo:                Powered by PNI Digital Media Inc (to be provided by PNI)

Trademark:         PNI Digital Media is registered trademark of PNI Digital Media Inc. All Rights Reserved.

 

Under no circumstances whatsoever are you authorized to use, promote, include or otherwise distribute any Brand Features of a PNI Client(s), including but not limited to any PNI Client(s) logo unless expressly authorized in writing by Us and or PNI Clients (as applicable).               

Your Users’ Content

You warrant and represent that any and all content from Your Users will be used in compliance with all applicable privacy policies, terms of use, and restrictions as published on any and all PNI Client(s) websites that may receive orders or information via the Platform from Your Application Users.

 

Furthermore, You will maintain and not obscure, remove, or alter, any notices or links to policies or terms that are included or provided with any and all of Your User content when using, reproducing, or displaying the content on any PNI System, Platform or PNI Client(s) website(s).

 

Unless expressly permitted by PNI, You will not frame (divide the browser display area into separate sections, each of which constitutes a different web page) any web page provided by or via the API or Portal or Platform.

Protecting User Privacy

Your participation in the API Program and Your use of the API may allow You to collect Personal Information from and about end users. “Personal Information” is any information pertaining to a directly or indirectly identifiable individual collected by Your Application in conjunction with Your Application’s use of the API, Platform and or Portal and any additional user information you may gain from PNI and or PNI’s Client(s). All Personal Information, without limitation or exception of any kind, is the sole and entire property of PNI Client(s) and You are not permitted in any form to use, retain, own or otherwise claim in any for any and all Personal Information.

 

You will delete all Personal Information when it is no longer necessary for You and or Your Application’s performance generally or for Your Users, and specifically when You cease to participate in the API, Platform or Portal.

 

This provision does not apply to information You collect directly from Your Users, unrelated to the API.

 

Additionally, You will not under any circumstances collect or store Platform, API, Portal, PNI or PNI Client(s) user IDs and passwords and any transaction information.

 

At all times, Your Application and Your use of the API, Platform and Portal will comply with all applicable laws, regulations and best practices concerning privacy, data protection, and user identity including any and all laws related to privacy or data protection in the territory of the PNI Client(s) even if they are beyond Your territory.

 

To the extent You receive Personal Information about Your Users, either directly from Your Users or from the API, Platform and or Portal, Your collection and use of that information will be only as authorized by Your Users and will comply with Your privacy policy. Your privacy policy and Your privacy practices will comply with applicable laws.

 

You will not use Personal Information from Your Users or users from the API, Platform and or Portal to send or enable sending of unsolicited communications of any type.

 

Your obligations under this section will survive the Term for an additional three (3) years.

Acceptance of PNI Client(s) Terms

You warrant and represent that Your Users agree to, and that Your Application will be used in compliance with, all applicable privacy policies, terms of use, and restrictions as published on any and all PNI Client(s) websites that may receive orders or information via the Platform from Your Application.

RESTRICTIONS ON RIGHTS TO USE

Without limiting the generality of any other provisions of these Terms of Use, You agree You shall not (and You agree not to allow any other individual or entity to):

 

i)      Distribute, publish, use or otherwise commercialize the API (as integrated in your Application) for Commercial Purposes;

ii)     distribute, publish, or allow access or linking to the API from any location or source other than Your Application;

iii)   modify, reproduce, adapt, translate, reverse engineer, create derivative works based upon, publicly display, sell, rent, license, or in any way commercially exploit any portion of the API except and to the extent expressly permitted under these Terms of Use;

iv)    remove any copyright, trademark, attribution, Brand Features or other proprietary rights notice contained in or on the API, Portal and or Platform and or PNI Client(s) websites and or PNI website(s).

v)     use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the API,;

vi)    reformat or frame any portion of the API, and or Portal and or PNI web pages and or PNI Client(s) web pages;

vii)  take any action that imposes, or may impose, as determined in PNI’s sole discretion, an unreasonable or disproportionately large load on the API, PNI Systems, Platform, and or PNI’s web pages and or PNI Client(s) web pages and or the IT infrastructure used to operate and make the API and Platform available;

viii) transmit or upload to the API, Platform and or Portal and or PNI web pages and or PNI Client web pages via any means whatsoever any item containing or embodying any virus, worm, defect, Trojan horse, software bomb or other feature designed to damage or degrade in any manner the performance of the Portal, API, Platform any other web site, or any computer or other device or system, or the enjoyment of the Platform by any user; 

ix)    use the API, Portal, PNI web pages and or PNI Client(s) web pages to violate the security of or to gain unauthorized access to any computer or computer network or other device or system (including unauthorized attempts to discover passwords or security encryption codes);

x)     use the API, \and or Portal and or PNI web pages and or PNI Client(s) web pages intentionally or unintentionally, to violate any applicable local, state, federal or international law; or any other terms of use offered by PNI and PNI Client(s);

xi)    submit to the API, and or Portal and or PNI web pages and or PNI Client(s) web pages any content that is unlawful or facilitates, constitutes, promotes or encourages illegal activity; is in violation of any copyright or ownership by a third party; or otherwise use the API to transfer or store illegal material, including any material deemed threatening or obscene; submit any content that falsely states or implies that such content is sponsored or endorsed by Us and or PNI Clients;

xii)  create user accounts by automated means or under false or fraudulent pretenses;

xiii) create or transmit to other users unsolicited electronic communications, such as “spam,” or otherwise interfere with other users' enjoyment of the Platform;

xiv) collect any information about other users (including usernames and/or email addresses);

xv)   use the API as an online storage warehouse for storage of content in excess of what standard storage would be required by a developer acting reasonably (such  level of standard of storage to be determined at PNI’s sole discretion who retains the right to restrict volume of content stored by You on the Platform).

Confidentiality

Confidential Information” will include all non-public or otherwise restricted information available or provided to You pursuant to the API, Platform and or Portal, including without limitation, API and API Keys. You shall not disclose Your Registration Information or Your API Key(s) to any third party except to Your agent(s) using such information solely on Your behalf in accordance with this Agreement and under a written duty of confidentiality. You will not use or disclose Confidential Information other than as permitted by these Terms of Use. Your confidentiality obligations will survive the termination of this Agreement for three additional years. The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information by You and that PNI and or PNI Client(s) 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 Us hereunder is considered by Us to be non-confidential. PNI has no duty, express or implied, to pay any compensation for the disclosure or use of any such information provided by You to PNI. You acknowledge and agree that any information You provide to Us is solely to consider a business relationship under this Agreement and You have no expectation of payment.

Publicity

Except as expressly permitted by PNI, You may not issue a press release, advertisement, or public statement concerning the existence of this Agreement, its contents or the transactions contemplated by it without the express written consent of PNI for each such event.

COPYRIGHTS

You hereby grant PNI and its affiliates, subsidiaries and subcontractors a perpetual, universal, non-exclusive, royalty-free right to copy, display, modify, transmit, make derivative works of and distribute any information or content You provide, post, upload, disclose, or otherwise transmit to Us or through the API and or Portal for the purpose of interacting with You and Your Users, subject to limitations imposed by applicable laws and regulations. You represent and warrant to PNI that You have the right, as owner, licensee or authorized agent to make such information and content available to PNI.

You are solely responsible for any copyright violations You or We may incur as a result of Your activities

within the API, or Portal, and Your users use of Your Applications.

 

If You believe Your work or the work of another has been copied in a way that constitutes copyright infringement, PNI will take appropriate steps, at its sole discretion, to follow its process to respond to Your concerns and protect the intellectual property rights of third parties if it receives notice at the address given below and or in accordance with the provisions required by the Digital Millennium Copyright Act, as follows:

 

1. a description and copy of the copyrighted work You claim has been infringed;

2. a description of where the material You claim is infringing is located on the site;

3. Your address, telephone number, and email address;

4. a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;

5. a statement by you, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf; and

6. the physical signature of the person authorized to act on behalf of the owner of the copyright interest on the document(s) comprising 4 and 5 here above and notarized.

 

The above Notice for claims of infringement should be addressed to PNI Digital Media Inc., Suite 590 – 425 Carrall Street, Vancouver, BC V6B 6E3 Canada.

MONITORING AND ENFORCEMENT

You consent and agree that PNI may monitor or audit Your Applications, participation in the API Program, , use of the API, and or Portal (including trademarks, names, logos, etc.), or other interactions with PNI and or PNI Client(s) related to the API, and or Portal and Your Applications.

 

You agree to cooperate with any monitoring or audit, and You will not interfere with or otherwise attempt to block monitoring or audit. We reserve the right to investigate and take appropriate action, including legal action, in our sole discretion, against anyone who violates these Terms of Use, including without limitation, terminating any access or use of the API, and or Portal. In addition to any other available remedies, PNI may, at its sole discretion, seek specific performance, injunctive relief, or attorneys’ fees.

INTELLECTUAL PROPERTY

You represent and warrant to PNI that, You have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute Your Application, and that use by PNI, PNI Clients or End Users of Your Application will not violate the rights of any third party (e.g., copyright, patent, trademark, or other proprietary right of any person or entity), or any applicable regulation or law, including the laws of any country in which Your Application is made available. Except to the extent Your Application contains materials embodied in or associated the API, or the Portal, PNI claims no ownership or control over Your Application as set forth below.

 

You hereby acknowledge that PNI may currently or in the future develop applications and services that may be similar to or competitive with Your Application. Nothing in these Terms of Use shall in any way limit, restrict or preclude PNI from pursuing any of these, or any other, present or future business activities, opportunities or interests or from entering into any agreement or transaction with any person.

As between You and Us:

(a) PNI retains all rights, title, and interest in and to all intellectual property rights embodied in or associated with the API, Platform, Portal and PNI web pages and any and all services or property provided or made available by PNI including all improvements or modifications thereof, all derivative works based thereon, and the arrangement and assembly of the API, Platform and or Portal, including all copyrights, Brand Features, and other intellectual property or proprietary rights in the foregoing; and;

 

(b) You or Your Users retain all rights, title and interest in and to all intellectual property rights in or associated with Your Application and Your Users property, excluding any portions thereof that incorporates or is based on the aforementioned rights of Us. During the Term of this Agreement You hereby grant to Us a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and license, to: (a) use, perform, and display your Application and its content for purposes of marketing, demonstrating, and making your Application available to users; and (b) link to and direct users to your Application.

 

There are no implied licenses under these Terms of Use, and any rights not expressly granted to You pursuant to these Terms of Use are reserved by Us. You agree to not take any action inconsistent with PNI’s ownership of the API, Platform and or Portal and or PNI web pages.

 

Any Brand Features that are displayed on the API, Portal or PNI web pages are the proprietary property of PNI or our respective licensors, as applicable. None of such Brand Features or any of the PNI Clients brand features may be used in connection with any other product or service, in any manner that is likely to cause confusion among consumers, or to disparage or discredit the owner of such mark or its affiliates. Any Brand Features of third parties (including PNI Clients) that appear on the Portal or PNI web pages are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Us. You may not use, copy, modify or display any of the trademarks, service marks, names or logos appearing on the Portal, the PNI web pages or the PNI client web pages without the express written permission of the trademark owner.

 

Nothing in these Terms of Use shall be deemed to grant to You or any other User any right in or to any patent, copyright, trademark, trade secret or other proprietary right of Us or of any PNI Clients.

TERM AND TERMINATION

The term of this Agreement will commence on the date upon which You agree to these Terms of Use and will continue until: You discontinue using the APIs, You close Your Developer account, or PNI terminates Your access to the APIs and or the Portal, this Agreement, or both.

 

PNI reserves the right, in its sole discretion (for any reason or for no reason) and at any time without notice to You, to change, suspend or discontinue the API and/or suspend or terminate Your rights, account or access to the Portal and the API, as well as Your rights to access, use and/or display (as applicable) the API, the Platform and/or any Brand Features. Any termination of this Agreement will also immediately terminate the licenses granted to You hereunder. Such change, suspension or termination of the API may cause Your existing services using the API to stop functioning properly. Upon any termination of the API Agreement, You will promptly delete and remove all calls to the API from all web pages, scripts, widgets, applications, and other software in Your possession or under Your control; promptly destroy and remove from all computers, hard drives, networks and other storage media all copies of the API, Brand Features any PNI Content and/or any other data which You stored pursuant to Your use of the APIs; and You will promptly certify in writing to PNI that such actions have been taken.

DISCLAIMER, NO WARRANTIES, NO SUPPORT

YOU EXPRESSLY AGREE THAT YOUR USE OF THE API, AND OR PORTAL OR OF ANY CONTENT, INFORMATION, ADVICE, SERVICES, PRODUCTS, FEATURES, OR OTHER MATERIALS CONTAINED IN OR DESCRIBED ON OR THROUGH THE API, AND OR PORTAL OR PNI WEBSITES OR PNI CLIENT(S) WEBSITES, IS ENTIRELY AT YOUR OWN RISK, AND THAT ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE MAKE NO, AND HEREBY DISCLAIM

ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE AVAILABILITY, OPERATION AND/OR USE OF THE PORTAL, AND/OR THE API INCLUDING BUT NOT LIMITED TO ANY CONTENT PROVIDED VIA THE PORTAL, AND ALL OTHER CONTENT, SERVICES, FEATURES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE API, AND OR PORTAL AND OR PNI WEBSITES AND OR PNI CLIENT(S) WEBSITES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT THE INFORMATION AND CONTENT ACCESSIBLE VIA THE PORTAL, AND OR API IS ACCURATE, COMPLETE OR CURRENT, AND WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM USE OF, INABILITY TO USE, OR RELIANCE ON ANY ASPECT OF THE PORTAL, AND API INCLUDING BUT NOT LIMITED TO USER CONTENT AND ALL OTHER CONTENT, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE API AND OR OR PORTAL. FURTHER, WE MAKE NO REPRESENTATIONS AND WARRANTIES THAT THE PORTAL AND OR API OR THE USER CONTENT WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER FROM US OR THE API AND OR PORTAL SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

 

You understand and agree that this Agreement does not entitle you to any support for the API. We reserve the right to refuse or cancel any requests or orders placed for information, products, or services. We further reserve the right to place conditions of the use of certain features of any kind at any time for any or no reason.

LIMITATION ON LIABILITY

IN NO EVENT SHALL PNI OR THEIR RESPECTIVE AFFILIATES, OR THE SHAREHOLDERS, DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY OF THE FOREGOING, BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, UNAVAILABILITY OF, INABILITY TO USE OR IMPROPER USE OF THE API, PLATFORM AND OR PORTAL OR ANY FEATURES, INCLUDING BUT NOT LIMITED TO ANY CONTENT, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR

DESCRIBED ON THE API, PLATFORM AND OR PORTAL, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. IN ANY EVENT, PNI'S RESPECTIVE TOTAL MAXIMUM LIABILITY IN RESPECT OF THE PORTAL, ANY FEATURES, OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO THE CONTENT, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE API, AND OR PORTAL AND OR PNI WEB PAGES AND OR PNI CLIENT(S) WEB PAGES, IN ANY MANNER WHATSOEVER, SHALL BE LIMITED TO TWO THOUSAND UNITED STATES DOLLARS ($2000.00). THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

INDEMNITY

You agree to indemnify, defend, and hold PNI and PNI Client(s) and our/their respective affiliates, licensors, directors, officers, members, managers, employees, agents, and representatives, harmless from and against any

all claims, losses, costs, damages, liabilities, judgments, and expenses, of any nature whatsoever, (including attorneys' fees and costs) (collectively “Claims”) arising from or related to any (i) Your access to or use of the API and or Portal and or PNI web pages and or PNI Client(s) web pages (ii) Your Application or the development, maintenance, use, or portion of Your Application, including but not limited to any infringement of any third-party proprietary rights, (iii) any content or information uploaded or transmitted by You or Your Users on the Platform or Portal via the API, (iv) Your use or distribution of any of Your User’s content (v) Your violation of these Terms of Use or any terms, conditions, requirements, restrictions, or policies incorporated herein (vi) any use of Your Registration Information by You or any third party, or (vii) the infringement or other violation by You, or any third party using Your Registration Information, of any intellectual property or other right of any person or entity. At PNI’s option, You will assume control of the defense and settlement of any Claim subject to indemnification by You, provided that, in such event, PNI may at any time thereafter elect to take control of the defense and settlement of any such Claim and You will not settle any such Claim without PNI’s prior written consent.

REMEDIES

You acknowledge that Your breach of these Terms of Use may cause irreparable harm to PNI, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which PNI may be legally entitled, PNI will have the right to seek immediate injunctive relief in the event of a breach of these Terms of Use by you or any of your officers, employees, consultants, or other agents.

LINKS TO THIRD PARTY SITES

We may display on the API, Portal, and or PNI web pages and or PNI Client(s) web pages links to third party sites. We are not responsible for the content of such links, any products, services, or other materials relating to such linked site, or any link contained in a linked site. The display of any link does not imply endorsement by Us of the advertisement or linked site or any content therein. IN NO EVENT WILL WE BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE, CONTINUED USE OR RELIANCE ON ANY LINKED THIRD-PARTY SITE, OR ANY LINK CONTAINED IN A LINKED SITE.

CHOICE OF LAW, VENUE, AND DISPUTES

You agree that these Terms of Use shall be governed by and construed in accordance with the laws of the province of British Columbia, Canada without regard to choice of law rules. Any litigation arising out of or in connection with these terms and obligations here shall be exclusively in courts in the city of Vancouver, British Columbia, Canada. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the API and or Portal and or these Terms of Use will be filed within one year after such claim or cause of action arose, or be forever barred.

ENTIRE AGREEMENT

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use, and You do not have any authority of any kind to bind Us and or PNI Client(s) in any respect whatsoever. We may provide You with notices, including those regarding changes to these Terms of Use, by email, regular mail, postings on the Portal, or such other methods available to communicate with you. These Terms of Use, including the API Revenue Share Agreement (as applicable), and any additional applicable terms incorporated herein by reference, which shall be deemed accepted by You upon Your participation in the Program and/or use of the API and or Portal, constitute the entire agreement among You and PNI governing Your use of the API and or Portal and related services. In the case of inconsistencies between these Terms of Use and any information included in off-line materials (for example, promotional materials and mailers), these Terms of Use will always control. You may also be subject to additional terms and conditions that may apply when You use services of other parties affiliated with PNI, third-party content or third-party software. PNI’s failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of the enforcement of such right or provision. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect and enforceable. These Terms of Use are not assignable, transferable or sublicensable by You, except with Our prior written consent.

 

The headings in these Terms of Use are for convenience only and have no legal or contractual effect. These Terms of Use include any incorporating policies such as a Privacy Policy and any notices regarding the API, Portal, Platform and or PNI web pages and or PNI Client(s) web pages. If any part of this Agreement is ruled to be unenforceable, then such part shall be eliminated or limited to the minimum extent necessary. The remainder of the Agreement, including any revised portion, shall remain and be in full force and effect.