APPLICATION PROGRAMMING INTERFACE AGREEMENT
This API Agreement ("Agreement") is made by and between SharedBook Inc. ("SharedBook") and you ("You"). The Effective Date of this Agreement shall be the date that You complete SharedBook's Application Programming Interface ("API") Developer registration process.
This Agreement explains the basis upon which transactions through the API between You and SharedBook will take place and our responsibilities toward each other. To complete the API registration process, You must read this entire Agreement and agree to be bound by all the terms and conditions. Since You must be an existing SharedBook registered member in order to sign up as a SharedBook API developer, You are also bound by the terms of the User Agreement which is hereby incorporated into this Agreement by reference.
SharedBook has a reverse publishing platform with an online custom book creation tool that allows for synchronous online annotations and collaboration during the book creation process (the "Software") as well as the ability to produce online flipbooks and/or print soft and hardcover books (the "Product"). You desire to develop a method to integrate Your content or the content of others with our Software in order to personalize and purchase or allow others to personalize and purchase the Product (the "Services") by connecting to SharedBook's API to procure such Services.
The Products and Services available to You for sale may not immediately include all of the Products and Services that SharedBook offers for sale. The Products and Services are subject to:
The SharedBook API is owned by SharedBook Inc. and its parent company SharedBook LTD and is licensed to You on a worldwide, non-exclusive, non-sublicenseable and non-transferable basis for commercial and non-commercial use on the terms and conditions set forth in this Agreement. These terms define legal use of the SharedBook API, all updates, revisions, substitutions, and any copies of the SharedBook API made by or for You. Photos that are posted by users are owned by users and not SharedBook as further outlined in the User Agreement. All rights not expressly granted to You are reserved by SharedBook.
Upon the discovery of any unauthorized use or copying of SharedBook products or services, You will immediately notify SharedBook. If You are at fault in any way for such unauthorized use or copying, You may be held responsible for the cost of the legal proceedings.
Furthermore, You shall not:
A. Product Pricing and Revenue Sharing
If you wish to use the SharedBook API for commercial purposes, SharedBook Product pricing will apply, currently at the rate of $19.95 for a 20 page, soft cover book and $27.95 for a 20 page, laminated hard cover book. You are able to determine the retail price of the Product charged to your customers. SharedBook will pay you the amount of any difference between the retail price collected by SharedBook and the wholesale price of the Product ("Revenue Share") for each Product sold via the SharedBook API, excluding refunds and free samples ("Gross Sales"). Notwithstanding the foregoing, in the event the retail price charged by you for the Product exceeds 200% of SharedBook's then applicable Product price, SharedBook will retain 50% of such amount. Your portion of any Revenue Share will be paid monthly within 30 days after the end of each month and will be accompanied by an accounting statement, detailing the amount of Gross Sales and the Revenue Share, if any, collected by SharedBook and earned by you during the previous month. SharedBook reserves the right to change Product pricing from time to time. Such changes will be reflected in an updated version of this Agreement and posted on SharedBook's website. You may also be notified of such changes via the email contact supplied during the registration process.
If You wish to use the SharedBook API for commercial purposes, please contact SharedBook for further discussion.
B. Customer Agreements
You are required to ensure that Your customers agree to comply with the SharedBook User Agreement for each product or service they purchase from You.
C. Marketing Rights
SharedBook will not market to Your customers. For customers who register directly with SharedBook, SharedBook may send via email additional helpful information regarding its Products and offer support for its website. All customers will receive email confirmations and shipment updates of their orders from SharedBook.
D. Technical Support
SharedBook will provide customer support to Your customers who experience difficulty on the SharedBook website. You shall be responsible for directing Your customers to SharedBook for technical support if You identify that the problem arises from an issue relating to the SharedBook website. You will provide technical support to Your customers that experience problems with the portion of the transaction that takes place on Your website prior to being directed to the SharedBook website.
SharedBook authorizes You to co-brand the Product by allowing You to apply Your company logo or other branded material ("Branded Content") as a photo on the cover of the Product. You therefore grant SharedBook the right to use and reproduce Your Branded Content online and in print in accordance with the Services provided within this Agreement. Upon the termination of Your account, all rights to Your Branded Content shall revert back to You.
You agree that You will exercise a reasonable level of care and discretion to prevent and restrain the use, disclosure, or reproduction of SharedBook's Confidential Information. "Confidential Information" means nonpublic information that SharedBook designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential by You. Confidential Information includes, but is not limited to, information in tangible or intangible form relating to released or unreleased products, the marketing or promotion of any of SharedBook's products, SharedBook's business policies or practices, and information received from others that SharedBook is obligated to treat as confidential. Confidential Information does not include any information, however designated, that: is or subsequently becomes publicly available without Your breach of any obligation under this Agreement; became known to You prior to disclosure under this Agreement; became known to You from a source other than SharedBook other than by the breach of an obligation of confidentiality owed to You; or is independently developed by You. This obligation shall last three (3) years after the termination of Your account with SharedBook.
UP TO DATE INFORMATION
You agree to notify SharedBook within five (5) business days when any of the information You provided as part of the application and/or registration process changes. It is Your responsibility to keep this information in a current and accurate status. Failure by You, for whatever reason, to provide SharedBook with accurate and reliable information on an initial and continual basis, shall be considered to be a material breach of this Agreement. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by SharedBook to determine the validity of information provided by You, shall also be considered to be a material breach of this Agreement.
You agree to hold SharedBook harmless and to indemnify SharedBook for and against transactions processed by SharedBook on behalf of You that are fraudulent in nature. These fraudulent transactions could result from, but are not limited to, misrepresentations in the registration with SharedBook or from the use of stolen or misappropriated credit cards.
Either party may terminate this Agreement for a material breach of contract by the other party that has not been cured within 10 days. Either party must notify the other of such material breach in writing. Or, either party may terminate this Agreement for convenience with 30 days written notice. Upon termination, the access Key will be canceled and any and all customers that have registered to SharedBook through Your API will remain customers of SharedBook.
YOUR AGENTS AND SUBSIDIARIES
You are responsible for the acts and omissions of Your agents and subsidiaries. If You provide training and/or technical support to Your agents and subsidiaries, it must be reasonable. SharedBook is not responsible for providing technical support to Your agents and subsidiaries. You are required to have Your agents and subsidiaries comply with this Agreement.
CONFLICTS OF INTEREST
You agree that You will disclose to SharedBook any conflicts of interest or potential conflicts of interest You may have in a timely manner.
You agree that all notices (except for notices concerning breach of this Agreement) from SharedBook to You may be posted on SharedBook's website and will be deemed delivered within fifteen (15) days after posting. Notices concerning breach will be sent either to the email address You have on file with SharedBook or mailed first class postage to the postal address You have on file with SharedBook. In both cases, delivery shall be deemed to have been made five (5) days after the date sent. Notices from You to SharedBook shall be made either by email, sent to the address we provide on our web site, or first class mail to our address at:
ATTN: Legal Department
110 William Street, 30th Floor
New York, NY 10038
Delivery shall be deemed to have been made by You to SharedBook five (5) days after the date sent.
You agree that You will NOT approach SharedBook's employees with proposals to hire them as Your own employees or contractors. If You were to hire any of SharedBook's employees, You agree to pay SharedBook for each employee hired the greater amount of three years' salary for that employee, or $200,000, whichever is greater.
REPRESENTATION AND WARRANTIES
You warrant that all information provided by You as part of the registration process is complete and accurate. You also warrant that each transaction You make is being done in good faith and that You have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party's rights, trademark or trade name.
You agree that SharedBook makes no representations or warranties of any kind in connection with this Agreement and specifically makes no guaranty to You against the possibility of objection to, or challenge of, any Product and Service that is provided by SharedBook.
This Agreement is subject to change. You may be notified of such changes as they occur via the email contact supplied during the registration process. However, SharedBook reserves the right to modify the Agreement and the Service at any time, without notice.
You may not assign Your rights or duties under this Agreement to another without the express written consent of SharedBook, which will not be unreasonably withheld. SharedBook may assign its rights and obligations under this Agreement without notice so long as the Service continues to operate as outlined in this Agreement.
If any of the conditions of this User Agreement and the policies, rules and guidelines incorporated by reference shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
By visiting SharedBook, You agree that the laws of the state of New York, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between You and SharedBook or its affiliates. Any disputes that are not subject to arbitration will be adjudicated by a court of competent jurisdiction located in New York, New York.
This Agreement as well as any additional SharedBook policies, together with all modifications thereto, constitute the complete and exclusive agreement between You and SharedBook concerning Your use of SharedBook's Software and Services, and supercede and govern all prior proposals or other communications. All SharedBook policies and agreements specific to particular Software, Products and Services are incorporated herein and made part of this Agreement by reference. By registering and using SharedBook's Software or Services, You acknowledge that You have read, understood, and agree to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, including the User Agreement as well as any new, different or additional terms, conditions or policies which SharedBook may establish from time to time, and any agreements that SharedBook is currently bound by or will be bound by in the future.