Use of 4 Over, Inc’s APIs is subject to certain terms and conditions. You will be asked to execute an agreement agreeing to these terms and conditions. The following are some of the general terms applicable to the use of 4over’s APIs. The terms below, however, are presented for informational use only; the circumstances of any particular use may vary and 4over may, at its discretion, modify the terms to suit.
Continued Applicability of 4over Website Terms and Conditions. The terms of use of 4over’s APIs is supplemental to the terms and conditions set forth at www.4over.com, which terms shall continue to govern your relationship with 4over. This API Agreement solely relates to your right to utilize 4over”s APIs necessary to place orders directly to 4over from your eCommerce solution(s).
Use of the APIs. 4over’s APIs are generally available free of charge subject to the terms of an API Agreement.
4over Content. “4over Content” in the context of use of the APIs means all data, of any kind or nature, originating from and transferred from 4over to you and/or any third party using the your eCommerce solution via the API(s), and may include materials incorporating intellectual property (patents, copyrights, trademarks, service marks etc.) of 4over and/or its licensors.
Non-4over Content. “Non-4over Content” in the context of use of the APIs means all data, of any kind or nature, originating from and transferred by you and/or any third party using or accessing the your eCommerce solution to 4over via the API(s), and may include materials incorporating intellectual property (patents, copyrights, trademarks, service marks etc.). Non-4over Content transferred to 4over for printing must:
1. Match the attributes (sizing, paper type, color availability, bindery options, etc.) of the products made available by 4over to you via one or more APIs accessing the products and services listed on the 4over trade website, www.trade.4over.com; and
2. Be in a file that is a flattened .pdf, designed in CMYK with no embedded color profile; and
3. Have a minimum resolution of 300 DPI at 1:1 ratio (or 100%).
Right to Use API. You will receive a non-exclusive, revocable, non-transferable right to access and use the API(s) for the purpose of receiving 4over Content and sending Non-4over Content to 4over, including placing orders directly into a 4over trade account shopping cart established for you, via the your eCommerce solution. You may not use the API, or the 4over Content, for any other purpose without 4over’s prior written consent. All rights not expressly granted to you are reserved by 4over.
Restrictions On Use. You will agree that you will not, and will not assist or enable others to:
• Use the API and/or 4over Content on behalf of any unauthorized third party;
• Copy, rent, lease, sell, transfer, assign, sublicense, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the API;
• Knowingly use the API in a manner that impacts the stability of 4over’s servers or impacts the behavior of other applications using the API;
• Use the API and/or 4over Content in a manner or for any purpose that is unlawful, threatening, abusive, defamatory, and/or obscene
• Use the 4over API and/or 4over Content to infringe any patent, trademark, trade name, trade secret, copyright, right of publicity, moral right, other intellectual property right, and/or right of privacy of another person or entity, or in any manner which otherwise may be harmful to your end users, 4over or any third party.
• Use the API and/or 4over Content in connection any application that constitutes, promotes or is used in connection with spyware, adware, other malicious programs or code.
• Use the API or 4over Content in connection with any improper, illegal, unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of improper solicitation.
Proprietary Rights. Other than a limited right to use the API as listed above, you are not being granted any right, title, or interest in or to any intellectual property owned or licensed by 4over, including (but not limited to) the API(s) and/or the 4over Content, as applicable. The API and 4over Content, and all intellectual property rights contained in the foregoing, are and will at all times remain the sole and exclusive property of 4over (or its licensors if applicable) and may be protected by applicable copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws (regardless of whether those rights are formally registered or not, and wherever in the world those rights may exist). The foregoing rights apply to the API(s) and the output and executables of the same, but exclude any software components developed by you that incorporate the API(S).
Changes to the API(s). 4over reserves the right to make changes to the API(s) at its discretion and will make commercially reasonable efforts to provide you with at least thirty (30) days advance notice of any changes that 4over, in the exercise of its commercially reasonable judgment, believes would materially and adversely impact the use of the API(s) by your eCommerce solution.
Support For API(s). 4over will make commercially reasonable efforts to make the required API(s) available 24 hours per day and 365 day per year. The API may not be available, however, during: (i) periods of scheduled maintenance activities or outages; (ii) interruptions caused by hardware or software malfunctions or third party networks; (iii) activities directed by you that require the API(s) to be unavailable; (iv) natural disasters, unforeseen changes resulting from government, political, or other regulatory actions or court orders, strikes or labor disputes, acts of civil disobedience, acts of war or terrorism, acts against parties and other force majeure events; or (v) lack of availability due to untimely response by you to incidents or events that require its participation for problem source identification and/or resolution.
Scheduled Maintenance Hours: 4over may perform regularly scheduled maintenance on the API(s) on Saturdays and/or Sundays between the hours of 10 p.m. and 5:00 a.m. Pacific Time, and Monday through Friday between Midnight and 5 a.m. Pacific Time. In the event of an emergency or other event that would require the API(s) to be unavailable outside of the foregoing hours, 4over will use commercially reasonable measures to provide you with advance notice that the API(s) will be unavailable.
Support Costs. Company and 4over acknowledge and agree that they shall each bear their own costs and expenses incurred in connection with maintaining the connection between the API(s) and your eCommerce Solution (e.g., bug fixes, day-to-day problem resolution, etc.), such costs being considered part of each party’s internal software maintenance responsibilities
Termination
In the event your 4over membership is suspended or terminated, for any reason or no reason, all rights under this API Agreement shall immediately be suspended or terminated as the case may be Upon any termination of this API Agreement, Company agrees to promptly delete and remove all calls to the API from all software in its possession or under its control, and to promptly destroy and remove from all computers, hard drives, networks and other storage media any copy of the API.
Indemntity. You will agree to defend, indemnify and hold harmless 4over and its affiliates and subsidiaries, and each of their respective directors, officers and employees, from all claims, actions and demands (“Claims”), and shall pay any resulting liabilities, losses, damages, judgments, settlements, and all costs and expenses (including reasonable attorneys’ fees) incurred by 4over, or for which 4over would otherwise be responsible, in connection with all Claims (collectively, “Losses”) insofar as such Claims arise from or relate to: (i) any assertion that your eCommerce Solution (or any portion thereof , including any product templates) infringes any patent, copyright, trademark, trade secret, database right, or other intellectual property or proprietary right of any third party; (ii) any assertion that your eCommerce solution (or any portion thereof including product templates) breaches a third party license agreement; and (iii) any breach of confidentiality.
Assumption of Risk.
You agree that you are solely responsible for your connection to and use of use of the API(s) and the 4over Content; such use is at your own discretion and risk and you are solely responsible for any damage that may result from such use, including, but not limited to, any damage to your computer systems or loss of data.
No Warranties / Limitation of Liability
The API(s) and 4over Content are provided “as is”, “with all faults” and “as available,” without warranty of any kind, express or implied. To the maximum extent permitted by applicable law, 4over disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, accuracy, results of use, reliability, fitness for a particular purpose, title, non-infringement of third-party rights, freedom from computer viruses, and implied warranties arising from course of dealing or course of performance, with respect to the API and/or the 4over Content.
4over expressly disclaims any warranty that your use of the API and/or the 4over Content will be uninterrupted, secure, timely, or error free, that they will meet your needs or requirements, and/or that they are free of viruses, Trojans, malware, or other harmful or malicious components, even if 4over or its authorized representatives have been advised of such possibility.
No advice or information regarding the API obtained by you from 4over, however delivered or received shall create any warranty not expressly stated in the API agreement between you and 4over.
In no event shall 4over, or its shareholders, directors, officers, employees, agents, affiliates or subsidiaries, be liable (jointly or severally) to any person or entity for any special, incidental, indirect, consequential, punitive or other indirect damages of any kind or nature ,under any legal theory, including damages resulting from loss of use, loss of profits and/or loss of data, whether in an action in contract, tort (including but not limited to negligence), or otherwise, and whether or not 4over has been advised of possibility of such damages.
Some jurisdictions do not allow limitations on implied warranties, or the exclusion or limitation of incidental or consequential damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations, may not apply to you, and you may have rights additional to those contained herein.
Relationship. You are not and will not be deemed to be a partner, joint venturer, agent, employee or employer of 4over, and for all purposes you are a separate, independent, arms length contracting party. You do not and shall not have any authority to assume or create any obligation for or on behalf of 4over, whether express or implied, and shall not attempt to bind 4over to any contract or agreement.
Confidentiality. You will agree to maintain any confidential information disclosed to by 4over in the strictest confidence and protect all such confidential information with at least the same degree of care that you exercise with respect to your own proprietary and confidential information (which, in any event, shall not be less than a reasonable degree of care under the circumstances) and shall not use any such confidential information for any purpose other than implementing the API, routing orders directly to a 4over trade account and fulfilling such orders. Confidential Information shall mean and include any API Agreement between you and 4over, all documents and materials provided to in connection with implementation of the API, all information that the 4over may be required to maintain as confidential under an agreement with a third party, and all nonpublic, proprietary information of 4over hereto, whether or not written or otherwise fixed in any form or medium, regardless of the media in which it is contained, and whether or not patentable or copyrightable, which is designated as, or which, by its nature, is inherently confidential, including, without limitation, trade secrets, technical specifications, customer or client lists, business information, marketing programs, plans and strategies, financial information, memoranda, work papers, notes, reports and sales information. For purposes of this Agreement, Confidential Information shall not be deemed to include information that (i) is or enters into the public domain through no act of the party receiving any information hereunder, (ii) was lawfully in a party’s possession prior to its disclosure hereunder, (iii) is lawfully received from another source subsequent to the date of this Agreement without any restriction on disclosure, or (iv) is deemed, in a writing, to no longer to be Confidential Information. This confidentiality provision is supplemental to and does not supersede any other confidentiality agreement between you and 4over. In the event of any conflict between this provision and any other confidentiality agreement between the parties, the most restrictive terms protective of the confidentiality of information shall apply.
Privacy. You acknowledge that certain information being passed to 4over via the API(s) from your eCommerce Solution may contain personally identifiable information (“PII”) of your customers. You warrant that the PII passed to 4over shall not contain any credit card or similar financial information of customer; the only information to be passed to 4over will be product details, the contact information of the customer, the “ship to” address, and any relevant information of your eCommerce solution. You warrant that your privacy policy for all information received through or derived from your eCommerce Solution (including information received from 4over) prohibits disclosure and/or any use of your customers’ PII that is not necessary for the fulfillment of customer orders.
Choice of Law. Your relationship with 4over shall be governed by and construed in accordance with the laws of the State of California, without resort or giving effect to conflict of law provisions, and any action at law or in equity arising out of or relating to the use of the API(s) shall be filed and adjudicated only in the federal or state courts located in Los Angeles, California, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction and venue of such courts over any suit, action or proceeding arising out of or under this API Agreement.
Assignment. You right to use the API(s) is not assignable, transferable or sub licensable, in whole or in part, without 4over’s prior written consent. 4over may assign any agreement with you for the use of the API(s), in whole or in part, at any time with or without notice to you.