Last updated: April 26, 2016
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The Terms apply to your use of www.shapeways.com, including any successor sites, (the "Website") and any and all data, text, software, documents and other materials on the Website associated with the application programming interface offered through the Website (currently available at https://developers.shapeways.com/ (the "API"). Registered users of the Shapeways Website may upload Content to the Website. By registering as a developer, you or the entity or Developer that you represent ("Developer" or "You") are unconditionally agreeing to be bound by the following terms and conditions, including those available by hyperlink from within this document, and are becoming a party to this API Terms and Conditions Agreement. You are also unconditionally agreeing to be bound by the Shapeways standard Terms and Conditions (currently available at https://www.shapeways.com/terms_and_conditions). Your continued use of the API shall also constitute assent to both Terms and Conditions Agreements. If the terms set out herein are considered an offer, acceptance is expressly limited to these terms. This API is offered on an AS-IS basis.
1.1.1 API License. Shapeways grants to Developer a non-exclusive, royalty-free, paid-up, worldwide license (a) to use the API for Developer’s internal use, including, but not limited to, making the functionality of the API available to Developer’s end users and customers (“Customers”) as required for Customers to order Products; and (b) to reproduce and modify the API as necessary to exercise the license rights granted in subsection (a), including making a reasonable number of copies for backup and archival purposes. Developer agrees not to disassemble, decompile, or reverse engineer the API nor permit any third party to do so, except to the extent such restrictions are prohibited by law. Developer’s rights in the API will be limited to those expressly granted in this Agreement. Shapeways reserves all rights and licenses in and to the API not expressly granted to Developer under this Agreement.
1.1.2. API Changes. The API and its features are subject to change at any time without notice.
1.2 Orders. Shapeways will supply Products to customer in accordance with address and shipping information provided by means of the API (“Orders”) and in accordance with the terms and conditions of this Agreement. Shapeways shall provide notice of receipt and acceptance of each ORDER via the API.
1.3 Replacements. If a Product is received in a broken or defective state, as determined solely by Shapeways, then the item shall be reprinted and shipped at no additional cost to Developer or the Developer customer. If Shapeways determines that the Product quality issue is due to a flaw in the model design then Developer will be responsible for placing a replacement order with the corrected model design and payment for the replacement Product.
2.1.1 API Interface. Developer shall (a) develop an application to allow generation of Designs that meet Shapeways design guidelines for the applicable Materials identified above; (b) integrate such application to the Shapeways API; (c) provide all customer support to its customers; and (d) limit orders only to shipping locations which are in an approved Shapeways shipping country. Information passed to Shapeways by the Developer via API includes but is not limited to the following:
2.1.2 Restrictions. Developer shall not (a) use any robot, spider, scraper or other automated means other than the API to access the Shapeways website (“Site”) or 3D Print Services; (b) access and transmit data via the API except solely in connection with the 3D Print Services, including, but not limited to, processing of 3D model uploads, provision of transactional information including only billing, shipping, and payment information, and accessing data on ORDER status or pricing information for Designs uploaded to Shapeways via the API; (c) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (d) use the API to develop a service that competes directly or indirectly – as determined by Shapeways - with Shapeways. Developer shall inform Customers of all relevant properties of 3D printing Materials including, but not limited to, information about use with food and product safety information.
2.2 Taxes. If Developer customers do not purchase products directly from Shapeways, prices for Products do not include any taxes, duties, or levies. In such cases Developer shall be responsible for all sales related tax, including but not limited to, USA state and local sales tax and EU VAT, for items shipped to its customers and must collect and remit such tax as applicable to Developer. Developer must supply to Shapeways a sales tax exemption certificate with regards to its resale of the Products supplied to its customers by Shapeways.
2.3 Licenses. Developer shall be responsible for obtaining all licenses from customers in order to comply with the Warranties and Licenses represented and granted herein.
Pricing for Products and available shipping options will be at the Shapeways standard web based prices at the time the API ORDER is placed. Prices are subject to change at any time. Payment shall be made against a valid credit card in the name of the Developer.
If Developer credit card is denied for payment on any transaction sent via the API, Shapeways shall notify the Developer and if payment method is not resolved within two (2) business days then Shapeways shall have the right to terminate this Agreement.
Developer is responsible for all fraud and chargebacks tied to their use of the API.
4.1 Shapeways Warranties. Shapeways represents and warrants that (a) Shapeways has the power and authority to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights and licenses granted to Developer under this Agreement without violating, breaching, or conflicting with any contractual obligations owed by Shapeways to any third party; and (b) the Shapeways 3D Print Services are provided on an AS IS and AS AVAILABLE basis.
Shapeways does not warrant that the use of the 3D Print Services will be uninterrupted or error free and therefore disclaims all responsibility and liability for the availability, timeliness, security or reliability of the Service.
4.2 Developer Warranties. Developer represents and warrants that (a) all of the information provided by Developer to Shapeways to participate in the utilization of the API is correct and current; (b) it has all necessary right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (c) it will only use the API in compliance with all applicable laws, rules and regulations and shall not, and shall not authorize or encourage, any third party to: (i) use the API to upload, promote, sell, transmit or otherwise distribute any Designs or other content that is abusive, harassing, threatening, defamatory, obscene, fraudulent, deceptive, misleading, offensive, pornographic, illegal, in violation of the Shapeways content policy, or otherwise unlawful; or (ii) upload, promote, sell, transmit or otherwise distribute Designs or other content that infringe upon another party's Intellectual Property Rights or other proprietary or contractual rights or obligations; (d) the Designs submitted to the API (whether or not Developer or Developer’s Customers’ Designs) do not infringe or misappropriate any Intellectual Property Rights of any third party and that it has not received any notice from any third party alleging that its Designs infringe or misappropriate any Intellectual Property Rights of any third party, and to Developer’s knowledge, there is no reasonable basis for any such allegation.
4.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOVER. THE WARRANTIES STATED HEREIN ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESSED, IMPLIED OR STATUTORY INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, TITLE OR NON-INFRINGEMENT, OR THOSE ARISING BY LAW, STATUTE, COURSE OF PERFORMANCE, CONDUCT, OR USAGE, CUSTOM IN THE TRADE, OR COURSE OF DEALING.
THIS SERVICE IS OFFERED “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.
5.1 Licenses to Shapeways. By uploading Designs via the Shapeways API, Developer and its customers grant to Shapeways a worldwide, royalty free, non-exclusive, and sublicensable license to use the Designs in order to perform the 3D Print Services, including but not limited to, printing and fulfilling Developer customer orders. In addition, You and your customers grant Shapeways the right to use images and prints of the 3D designs that you or your customers have uploaded for the marketing and promotion of Shapeways and/or its services (e.g. in flyers, brochures, websites, blogs and mailings).
5.2 Content Ownership. Developer shall retain all ownership of the Intellectual Property Rights in and to the Developer 3D Designs (including, but not limited to, any derivative works of the Designs, such as 3D renders of Designs) uploaded, promoted, sold, transmitted or otherwise distributed via the 3D Print Services. Developer’s customers shall retain all ownership of the Intellectual Property Rights in and to the Developer’s customers’ 3D Designs (including, but not limited to, any derivative works of the Designs, such as 3D renders of Designs) uploaded, promoted, sold, transmitted or otherwise distributed via the 3D Print Services.
Developer shall indemnify, defend and hold harmless Shapeways, all Shapeways Affiliates, and their respective officers, directors, agents, employees and assigns, from and against any and all third party claims, demands, liability, suits, judgments, losses, or expenses of any nature whatsoever (including attorneys’ fees) arising directly or indirectly from or out of: (i) any third party claim based on the allegation that the Products manufactured by Shapeways for Developer Customers in material compliance with Developer supplied Designs, specifications, or models, may or have caused death or personal injuries or real property damage, unless the claim is related to a defect in the Materials and/or defects in the manufacture or workmanship of the Products; (ii) any breach of Developer’s representations or warranties or confidentiality obligations set forth herein; (iii) any breach of the terms and conditions of this Agreement; (iv) any claim that arises from the use of a stolen or misappropriated credit card to us to pay for API transactions; and (v) any third party claim, action, or proceeding alleging infringement or misappropriation of any Intellectual Property Rights in connection with the Products or other designs or models submitted by Developer to Shapeways for printing. The provisions of this Section shall survive the expiration or early termination of this Agreement.
EXCEPT FOR LIABILITY ARISING PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OR LIABILITY, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE.
EXCEPT FOR LIABILITY ARISING PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY OBLIGATIONS, EACH PARTY’S LIABILITY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, SHALL NOT IN THE AGGREGATE EXCEED THE TOTAL AMOUNT PAID OR PAYABLE UNDER THIS AGREEMENT.
The terms and conditions of this Agreement and the Services shall be governed by the laws of New York, USA without regard to the conflicts of law principles thereof that would apply the law of any jurisdiction other than New York, USA. Any and all disputes arising from this Agreement, including disputes relating to the validity thereof, and any disputes related to the use of the Service, shall be brought in the federal and state courts located in Manhattan, New York, USA. The United Nations Convention on the International Sale of Goods shall not apply to the Shapeways Services or Website or relating to the models ordered and delivered.
The relationship between the parties is that of an independent contractor and each party is solely responsible for all of its taxes, withholdings, and other similar statutory obligations. The parties do not have any authority to act on behalf of or to enter into any contract, incur any liability or make any representation on behalf of the other party. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, franchise, or agency relationship between the parties.
This Agreement is not transferable or assignable by Developer, whether in whole or in part, voluntarily or otherwise by operation of law without the prior written consent of Shapeways. If such consent is granted this Agreement, along with any unused pre-paid codes, shall be transferred and assigned to the permitted third party and such permitted third party shall assume all obligations and liabilities herein. Any attempted assignment in violation of this Section will be null and void and of no force or effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
Shapeways and other Shapeways graphics and logos are registered trademarks, trademarks, or trade dress of Shapeways in the U.S. and/or other countries (the “Shapeways Trademarks”). Subject to full compliance with these Terms, including the Shapeways branding and attribution guidelines, Shapeways hereby grants you a limited, personal, non-sublicensable, non-transferable, nonexclusive, revocable license to use the Shapeways Trademarks as part of your API-based application.
You shall not use or alter any text, logos, trademarks, or Shapeways signature colors in such a way which may suggest endorsement by Shapeways.
Any use of the Shapeways Trademarks must be used in its entirely and must not be altered or used in a misleading way.
You shall not use a mark which is confusingly similar to Shapeways’ Trademark.
You may publicize, issue press or blog releases of your Application only if You state that it was created using the Shapeways API and that You in no way imply that your Application is endorsed or certified by Shapeways.
You must place or display the following prominently on your Application:
• “Powered by Shapeways”
• “The term “Shapeways” is a trademark of Shapeways, Inc. This application uses the Shapeways API but is not endorsed or certified by Shapeways, Inc.”
Without limiting the foregoing, Shapeways will have the right to do quality insurance inspections of the Application and withhold the right to use the Shapeways Trademarks if the quality if not satisfactory to Shapeways in its sole discretion.
Shapeways reserves the right at any time in its sole discretion to terminate these terms and Your access to the API, with or without notice. Upon termination, Your access to the API and Website shall cease. Rights and obligations under this API Terms and Conditions, as well as any rights or obligations under any rights or obligations under any of the agreements or policies incorporated herein by reference, which either by their nature should survive or which by their terms expressly survive, will remain in full effect after any termination or expiration of the applicable document.
No remedy herein conferred is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to and without prejudice to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. You agree that any breach of the Terms and Conditions will result in irreparable harm to Shapeways or its affiliates for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Shapeways or its affiliates will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs or is threatened. You wave any requirement for the posting of a bond or other security if Shapeways or its affiliates seek such an injunction.
If any provision of this Agreement is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, such provision shall be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions hereof shall remain in full force and effect.
Waivers, to be binding, must be made by writing, referring to this Agreement and signed by both Parties. No waiver of the terms of this Agreement or failure by either Party to exercise any option, right or privilege on any occasion or through a course of dealing shall be construed to be a waiver of future enforcement of the same or any other provision.
The section headings used in this Agreement are provided solely for reference and the convenience of the parties, form no part of this Agreement and shall not affect its interpretation.
This Agreement and the exhibits attached hereto constitute the entire agreement of the Parties as to the subject matter covered herein and supersede all prior oral or written agreements, proposals, understandings, representations, conditions and promises relating thereto. Additionally, unless otherwise specified in this Agreement, the Parties shall not be subject to any form terms and conditions including, but not limited to, any click-through terms, shrink-wrap agreements, or other terms that may be included in any other documents (e.g., invoices). This Agreement may not be modified or amended except by a written instrument referring to this Agreement and signed on behalf of both parties.