fabric API License

Last updated: March 15, 2023

By accessing or using fabric’s APIs you agree to this fabric API License (the “Terms”) with Commerce fabric, Inc. and its affiliates (referred to herein as “fabric”, “we”, “our”, or “us”). You agree to comply with these Terms, so please read them carefully. If there is any conflict or inconsistency between these Terms, the Website Terms of Use, or any additional terms applicable to the APIs, the Terms will govern to the extent necessary to resolve the conflict or inconsistency. We may update these Terms at any time. We will provide notice of any modifications on this site.

1. 1. Access.

   (a) You may not use the APIs and may not accept the Terms if (i) you are not of legal age to form a binding contract with fabric, or (ii) you are a person barred from using the APIs under the applicable laws of the United States or other countries, including the country in which you are a resident or from which you use the APIs.

   (b) If you are using the APIs on behalf of any entity, you represent and warrant that you have the authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to “you” in the Terms refer to that entity).

(c) Access to certain APIs may require that you provide certain information as part of the registration process. Any registration information you provide to fabric must be accurate and you agree to inform us promptly of any updates.

1. 2. License. Subject to the Terms, fabric hereby grants you a limited, revocable, non-exclusive, royalty-free, non-transferable, non-sublicensable license to use the APIs solely for the purposes of internally developing the Applications that will communicate and interoperate with the fabric Services.

1. 3. Restrictions. You shall not use the APIs for any purposes beyond the scope of the license granted in the Terms. Without limiting the foregoing and except as expressly set forth in the Terms, you shall not at any time, and shall not permit others to: (a) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, commercially exploit, or otherwise make available the APIs; (b) modify, copy, reverse engineer, disassemble, decompile, decode, adapt, translate, reconstruct, or otherwise attempt to derive or gain access to any software component of the APIs, in whole or in part; (c) remove any proprietary or confidentiality notices from the APIs; (d) develop Applications that unreasonably burden fabric’s infrastructure, distribute spyware, adware, or other reasonably objectionable programs; (e) use the APIs in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, including in furtherance of criminal, fraudulent, or other unlawful activity; (f) combine or integrate the APIs with any software, technology, services, or materials not authorized by fabric; (g) design or permit the Applications to disable, override, or otherwise interfere with any fabric-implemented technical limitations, communications to end users, consent screens, user settings, alerts, warning, or the like; or (h) use the APIs in any of the Applications to replicate, compete with, or attempt to replace the user experience of the fabric Services.

1. 4. Your Responsibilities.

   (a)You are responsible and liable for all uses of the APIs resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of the Terms. You will require each of your authorized users and service providers (if any) to be bound by all of the conditions and restrictions in these Terms. You will remain solely responsible and liable for all acts and omissions of your authorized users, including employees, contractors, and service providers.

   (b) You shall monitor the use of the Applications for any activity that violates applicable laws, rules, and regulations or the Terms, including any laws applicable import or export restrictions, fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of the Applications from further use of the Applications. You are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of the Applications.

   (c) You will use commercially reasonable efforts to safeguard the APIs (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify fabric if you become aware of any infringement of any intellectual property rights in the APIs and will fully cooperate with fabric in any legal action taken by fabric to enforce fabric’s intellectual property rights.

   (d) fabric may set and enforce limits on your use of the APIs, in our sole discretion. You agree to, and will not attempt to circumvent, such limitations as they may be documented with each API. If you would like to use any API beyond such limits, you must obtain fabric’s express consent, which fabric may decline or seek additional conditions for use.

1. 5. Confidentiality.

   (a) The Receiving Party will (i) use the same degree of care to protect the Disclosing Party’s Confidential Information that the Receiving Party uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose other than to satisfy its obligations under this Agreement; and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, legal counsel or accountants (collectively “Representatives”) who need to know for purposes of these Terms. Notwithstanding anything to the contrary set out in this Agreement, a Receiving Party that makes any disclosure to its Representatives will remain responsible and liable for any breach of this section caused by such Representatives.

(b) The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party (and to which the Receiving Party is not), and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

1. 6. Feedback. If you provide fabric with any feedback on the APIs or fabric Services, fabric may utilize such feedback without any limitation or obligation to you.

1. 7. Open Source Software. Some of the software required by or included in our APIs may be offered under an open source license. Open source software licenses constitute separate written agreements. For certain APIs, open source software is listed in the documentation. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with fabric for the applicable open source software.

1. 8. Updates. fabric may provide Updates, each of which are a part of the APIs and are subject to the terms and conditions of the Terms. You acknowledge that fabric may require you to obtain and use the most recent version of the APIs. Updates may adversely affect how the Applications communicate with the fabric Services.

1. 9. Privacy Protection.

   (a) Collection and Use of Information. fabric may collect certain information through the APIs or the fabric Services about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through the APIs or the fabric Services, you consent to all actions taken by fabric with respect to your information in compliance with the then-current version of fabric’s privacy policy and data protection requirements, available at https://fabric.inc/privacy-policy/.

   (b) Compliance with Privacy Laws. At all times, each Application will comply with all applicable laws, rules, regulations, and best practices concerning privacy and data protection. You will provide and adhere to a privacy policy for your Application that clearly and accurately describes to users of your Application what user information you collect and how you use and share such information with fabric and third parties.

1. 10. Intellectual Property Ownership. You acknowledge that, as between you and fabric, (a) fabric owns all right, title, and interest, including all intellectual property rights, in and to the APIs, the fabric Services, and the fabric Marks; and (b) you own all right, title, and interest, including all intellectual property rights, in and to the Applications, excluding the aforementioned rights in Section 5.

1. 11. Disclaimer of Warranties. THE APIs ARE PROVIDED “AS IS” AND FABRIC SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FABRIC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FABRIC MAKES NO WARRANTY OF ANY KIND THAT THE APIs OR ANY FABRIC SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. THIS SECTION WILL BE ENFORCEABLE TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.

1. 12. Indemnification. You agree to indemnify, defend, and hold harmless fabric and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (a) your use or misuse of the APIs, (b) your breach of the Terms, (c) the Applications, including any end user’s use thereof, and (d) any content or data routed into or used with the APIs by you, those acting on your behalf, or your end users.

1. 13. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL FABRIC BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST REVENUE, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, BUSINESS INTERRUPTION, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE APIs; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF ONE HUNDRED DOLLARS EVEN IF FABRIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR FABRIC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

1. 14. Termination.(a) Termination. You may stop using our APIs at any time with or without notice. If you want to terminate the Terms, you must provide fabric with prior written notice and upon termination, cease your use of the applicable APIs. fabric reserves the right to terminate the Terms with you or discontinue the APIs or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.

   (b) Effect of Termination. Upon termination of the Terms, all licenses and rights granted to you under the Terms will also terminate. You must cease using, destroy, and permanently erase all copies of the APIs from all devices and systems you directly or indirectly control.

   (c) Survival. Any terms that by their nature are intended to continue beyond the termination or expiration of the Terms will survive termination.

1. 15. fabric Marks. You are not permitted to use the fabric Marks in any publicity release, promotional material, advertising, marketing, or business generation, whether written or oral, without obtaining fabric’s prior written consent, which may be withheld in fabric’s sold discretion.

1. 16. Miscellaneous.(a) Entire Agreement. The Terms, together with any other documents incorporated herein by reference, contain the entire agreement between you and fabric with respect to the subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written. The Terms may be amended only if done in writing and signed by an authorized representative of both parties.

(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and will be deemed effective (i) on personal delivery; (ii) on confirmed delivery by courier service; or (iii) on the first business day after transmission if sent by email with proof of delivery.

(c) Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving party. Except as otherwise set forth in the Terms, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Terms will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(d) Severability. If any provision of the Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify the Terms so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(e) Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to the Terms or the licenses granted hereunder will be brought exclusively in the State of Delaware.

(f) Assignment. You may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of fabric, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

(g) Export Regulation. The APIs may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the APIs to, or make the APIs accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the APIs available outside the US.

1. 17. Definitions.

   (a) “APIs” means software, including routines, data structures, object classes, protocols, programs, templates, libraries and interfaces, application programming interface, software development kits (SDKs), developer tools, and any documentation or other API materials made available to you by fabric, including, without limitation, through its [WEBSITE URL], including any Updates.

(b) “Applications” means any applications, website, interface, or other means developed by you to access or interact with the APIs.

(c) “Confidential Information” means all proprietary, non-public information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), directly or indirectly, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, business and marketing plans, confidential technology and technical information, trade secrets, confidential product designs, and business processes of either party. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without use or reliance on the Disclosing Party’s Confidential Information.

(d)”fabric Marks” means fabric’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Agreement.

(e) “fabric Services” means fabric’s commerce products or commerce platform and application software made available by fabric on a hosted basis as listed and described at www.fabric.inc.

(f) “Updates” means any updates, upgrades, enhancements, modifications, new releases, bug fixes, patches, or other error corrections to the APIs.