API License Agreement

This Big Cartel API License Agreement (“Agreement”) governs the application program interface(s) (“API”) and any and all data, information, software, materials, tools and content related to the API (the “Content,” and together with the API the “Tools”) made available by Big Cartel, LLC (“Big Cartel”). For purposes of this Agreement, “You” means the person using the Tools or, if You are using the Tools on behalf of a company (or another entity), then “You” means that company (or such other entity), its officers, members, agents, successors and assigns.

Effective Date: September 25, 2015

A. Scope of the Agreement

The API and Content allow You to create applications, services add-ons and other features for Your own Big Cartel shop or for others who have Big Cartel shops.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE TOOLS. YOUR USE OF THE TOOLS CONFIRMS YOUR UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT USE THE TOOLS. BY REGISTERING AS A DEVELOPER OR USING THE API OR CONTENT, YOU ARE UNCONDITIONALLY AGREEING TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THOSE LINKED FROM WITHIN THIS DOCUMENT, AND BECOME A PARTY TO THIS AGREEMENT.

IN ADDITION TO THIS AGREEMENT, YOU REMAIN BOUND BY THE TERMS OF SERVICE FOR bigcartel.com (THE “SITE”) AND THE MERCHANT USER AGREEMENT IF YOU HAVE A BIG CARTEL SHOP.

Big Cartel may amend this Agreement at any time by posting an amended Agreement on the Site. Any amended Agreement will automatically be effective on the date that it is posted on the Site. Your continued use of the API or Content after any amendments means that You have agreed to and are bound by the current form of this Agreement, including the amendments. It is Your responsibility to return to this Agreement from time to time to review the most current terms and conditions. Big Cartel may notify You of changes to this Agreement, but is not obligated to do so. The current Agreement will supersede any prior communications or agreement with respect to the API, unless such agreement expressly states that it is not superseded by this Agreement.

B. License to Use the Tools

  1. API License. Subject to the terms and conditions of this Agreement, Big Cartel grants You a limited, personal, non-sublicenseable, non-transferable, nonexclusive, revocable license to access and use the Tools solely as necessary to
    1. Create and run applications, web pages, features and services that meet the requirements and conditions of this Agreement and all API policies (collectively, “Applications”);
    2. Enable Your Applications to access and interact with Big Cartel’s services and shops to facilitate Your and the end users’ of Your Applications use of the Site and Big Cartel services; and
    3. Store and use Content as cache so that Your Applications can run and handle repeat requests regarding such Content faster and more efficiently.
  2. Use of Content.
    1. You may display Content that a Big Cartel merchant makes publically available, but only for so long as such information is publically available (“Public Content”). You must delete all Public Content once it is no longer public, for instance, after such content is removed.
    2. You may access Big Cartel merchant accounts only after “Authentication,” which happens when (i) You apply to use the API; (ii) we give you credentials to use our authentication process; and (iii) You sent a request using Big Cartel’s authentication procedure to a merchant explaining, at a minimum, who You are, why You want access, what You want access to and what you will do with the information gathered and the merchant grants accepts. A separate authentication process is provided for merchants who wish to use the API for their own shop. You may access, display and otherwise use non-public content only if and to the extent that a merchant has Authenticated You. You may use and display non-public content only to the person or entity that has Authenticated You, unless that person, or the person who owns and controls such nonpublic information, or whom any personal information concerns, grants You express permission to use such Content in other ways, and then only to the extent permission has been granted. You further agree to abide by all restrictions provided or designated by merchants and individuals with regard to use of that person or entities’ information and content. You acknowledge that Big Cartel does not own content or information posted or included by merchants; each merchants own its own content.
  3. What You May Do. You may use the Tools only to facilitate the use of Big Cartel services and the products and services of Big Cartel shops. Examples of permitted uses include the creation of Applications that:
    1. Display Big Cartel listings in Your Application.
    2. Allow users to search for and browse Big Cartel listings with customized interfaces.
    3. Allow merchants with shops on Big Cartel to manage inventory, billing and customer service for their buyers.
    4. Integrate inventory management systems, customer-relationship management software and other merchant functionality with Big Cartel’s services.

    You may make reasonable commercial uses of the Tools as determined by us. Examples of unreasonable commercial uses are:

    1. Selling the Tools or access to the Tools or any content or information that is not Your own; and
    2. Charging a fee to use or access a portion or features of the Site that Big Cartel provides free of charge.

    If You are in doubt as to whether Your Application is permitted or not, please contact us at support@bigcartel.com to discuss.

    You also may work with others to exercise the licenses granted under this Agreement, but You acknowledge and agree that You are responsible for all of the actions and omissions of any such person or entity.

  4. What You Must Do. You agree to:
    1. Provide us, merchants and Your end-users with accurate, complete and truthful information about You and Your Applications and to update all of us of any changes;
    2. Be solely responsible for ensuring that Your Applications comply with this Agreement and all applicable laws and regulations;
    3. Provide contact information for merchants and Your end user’s to contact You;
    4. Provide terms of service and a privacy policy for Your Applications that can be accessed prior to download and authorization, available within Your Applications and comply with ours;
    5. Use only permission-based (opt-in) communications for any marketing that You conduct through Your Application and comply with all applicable laws including, but not limited to, privacy laws and the CAN-SPAM Act; and keep adequate and verifiable records to prove that Your marketing is strictly permission-based.
  5. What You Cannot Do. You agree not to:
    1. Use the Tools for unlawful purposes or to violate any law, statute, ordinance or regulation including export laws or in a manner that harms or could harm Big Cartel, its merchants, their customers or users of Your Applications;
    2. Reverse engineer the API, the Site or any part of the API or Site;
    3. Create an Application that:
      1. displays any information, content or images that are more than six hours older than such information, content or images are available on a shop;
      2. violates, or may be used to violate, Big Cartel’s Merchant User Agreement, Terms of Service, Privacy Policy or other policies;
      3. is obscene, hateful, threatening, defamatory, includes child pornography, or creates a risk to anyone’s privacy or safety;
      4. furthers any unlawful, misleading, discriminatory or malicious activity;
      5. transmits unsolicited commercial messages (Spam), junk mail, pyramid schemes, chain letters or similar materials or information;
      6. transmits viruses, worms or other malicious code;
      7. creates liability for us, merchants or others; or
      8. violates or infringes anyone’s intellectual property rights, including copyrights, trademarks, patents and trade secrets, or anyone’s privacy or publicity rights, such as impersonating another person or entity or posting images of someone without their permission.
    4. Sell, lease, or sublicense the Tools or access to the Tools or any part of the Tools;
    5. Falsely express or imply that Big Cartel sponsors, endorses or is otherwise affiliated with You or Your Application;
    6. Interfere with, circumvent, disable or attempt to interfere with, circumvent or disable the Site or the Tools, the proper working of the Site or the Tools, security features of the Site or the Tools, or the equipment connected to the Site or the Tools;
    7. Exceed rate or call limits, as determined by Big Cartel;
    8. Collect, store, post, distribute or process passwords or other account information;
    9. Collect, store, post, distribute or process personal information without the express consent of the individual associated with such information;
    10. Restrict or inhibit any other person from using the Site or the Tools, or any portion of the Site or Tools; or
    11. Create a database by downloading and storing the Content or any part thereof, other than as expressly permitted under this Agreement.

C. Ownership.

  1. The Tools. Big Cartel and its licensors own, solely and exclusively, all rights, title and interest in and to the API and Content, including, but not limited to, all intellectual property and proprietary rights in the API and Content. Your use of the Tools does not grant to You any ownership in or to the API or Content. Big Cartel reserves all rights not expressly granted in this Agreement. BIG CARTEL EXPRESSLY RESERVES ALL RIGHTS THAT ARE NOT EXPRESSLY GRANTED IN THIS AGREEMENT.
  2. Your Application. You retain all right, title and interest in and to all intellectual property rights in Your Applications, excluding any parts of the API, Content, Site and Trademarks included in Your Applications. You hereby grant to Big Cartel and its subcontractors and vendors a non-exclusive license to (i) use Your name, trademark, domain name or other identifying feature to advertise or promote Your Application and Your use of the Tools, and (ii) feature, link to, host and otherwise incorporate Your Application into Big Cartel’s services and to carry out any copying, testing, auditing, distribution, modification that Big Cartel deems necessary for such purposes and to determine compliance of Your Application with this Agreement.

D. Use of Big Cartel Trademarks.

The trademarks, logos, service marks and trade names displayed on the Site or in connection with the Tools are registered and unregistered trademarks of Big Cartel and its licensors and may not be used except with written permission of the respective trademark owner. You may use “Big Cartel” and the Big Cartel Logo (the “Trademarks”) in Your Application and for the limited purpose of identifying that Your Application was created with the Tools and is compatible with Big Cartel shops so long as You fully comply with the following conditions:

  1. Your use conforms to Big Cartel’s brand guidelines and You do not alter or modify the Trademarks in any manner, or combine them with Your own name or marks;
  2. You do not use the Trademarks in a way that may suggest endorsement by or affiliation with Big Cartel;
  3. You do not use a mark that is confusingly similar to the Big Cartel Trademarks; and
  4. You provide us with examples of all uses of the Trademarks promptly upon request.

E. Big Cartel’s Rights

Big Cartel reserves the following rights:

  1. To charge fees for use of or access to the API or Content or parts of these.
  2. To suspend or terminate Your account or access if (a) we believe You have violated this Agreement, (b) we receive complaints against You or Your Applications, or (c) we otherwise believe that Your continued use of the Tools may harm Big Cartel or others.
  3. To change, alter, discontinue, remove and filter the Site, API, Content or any part thereof at any time. You understand and agree that changes to the Site, API or Content may require You to make changes to Your Application.
  4. To investigate and take any corrective action with regard to complaints we receive or violation we discover about You or Your Applications.
  5. To monitor or audit Your Applications and activities for compliance with this Agreement.

You agree that the foregoing are rights, but not obligations, of Big Cartel and that Big Cartel may, but is not obligated to exercise any of these rights. You agree to cooperate with Big Cartel if it takes any such action and not to interfere with or attempt to block any of Big Cartel’s efforts with regard to such actions.

F. Submissions and Privacy

In the event that You submit, post or otherwise provide us with any ideas, creative suggestions, photographs, information, advertisements, data or proposals regarding the API, Site or Big Cartel services, including ideas for new or improved products, services, features, technologies or promotions, You expressly agree that such submissions will automatically be treated as non-confidential and non-proprietary and will become the sole property of Big Cartel without any compensation or credit to You whatsoever. Big Cartel and its affiliates shall have no obligations with respect to such submissions or posts and may use the ideas contained in such submissions or posts for any purpose in any medium in perpetuity, including, but not limited to, developing, manufacturing and marketing products and services using such ideas.

Big Cartel agrees to treat Your personal information in accordance with the terms of our then-current Privacy Policy, which is incorporated into this Agreement by reference. You agree to our use of Your personal information in accordance with such Privacy Policy.

Big Cartel respects the intellectual property rights of others and expects those who use the Tools, Site and its services to do so as well. Please see our Copyright & Trademark Policy, which is incorporated into this Agreement by reference, for instructions on how to file a complaint and what You can do if a complaint is filed against You.

H. Violations of This Agreement and Termination

YOUR USE OF THE SITE OR TOOLS MAY NOT VIOLATE ANY OF THE PROVISIONS IN THIS AGREEMENT. BIG CARTEL MAY SUSPEND OR TERMINATE YOUR ACCOUNT OR ACCESS TO THE TOOLS AND/OR REMOVE (TO THE EXTENT POSSIBLE) ANY MATERIALS, IF IT DETERMINES, IN ITS SOLE AND EXCLUSIVE DISCRETION, THAT YOU HAVE ENGAGED IN ANY ACTIVITY THAT VIOLATES THIS AGREEMENT OR THAT MAY HARM BIG CARTEL OR OTHERS.

Except as set forth in this Agreement and our Copyright & Trademark Policy Big Cartel will not intervene or become involved in any disputes between You and a third party, including, but not limited to, Big Cartel merchants and end users of Your Application. Without limiting its other remedies, Big Cartel may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate this Agreement and Your access to the Site or the Tools and any of Your account(s) if You fail to comply with any term or condition of this Agreement. Big Cartel has no obligation to provide notice to You, Big Cartel merchants or other end users of Your Application in the event of a suspension or termination, but Big Cartel may report Your activities to merchants, end users or other third parties. Upon termination, You agree to discontinue all use of the Tools. Those provisions of this Agreement that expressly or by their nature survive will continue in full force and effect after any termination of this Agreement.

In addition to termination, Big Cartel may, in its discretion, seek all available remedies against Your actions or omissions, including damages, injunctions, specific performance and attorneys’ fees and costs.

I. United States Export Laws and Use Outside of the United States

United States export control laws govern Your use of Big Cartel’s Tools. These laws apply to You and Your use of the Tools regardless of whether You reside in the United States.

You may not use the Site or Tools for any purpose that violates export control laws, which may include the sale of products that may be legal to sell in the United States, but illegal to export. You may not use the Site or Tools to offer or provide services through Your Application to end users with whom United States citizens are not allowed to do business.

Additional information about United States export laws may be obtained from the United States government’s portal to exporting and trade services at http://www.export.gov/exportcontrols.html.

We control and operate the Site from our offices in the United States of America.  We do not represent that Content on the Site or the Tools are applicable, appropriate or available for use in locations outside the United States.  Persons who choose to access the Site and Tools from locations outside of the United States do so on their own initiative, and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

J. Linking to the Site

You may link to the Site so long as You: (a) link to the full version of an HTML formatted page of the Site; (b) not link directly to any image hosted on the Site, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another website; and (c) not link from any other website to the Site in any manner such that the Site, or any page of the Site, is “framed,” surrounded or obfuscated by any third party content, materials or branding. We reserve all of our rights under the law to insist that any link to the Site be discontinued, and to revoke Your right to link to the Site from any other website at any time.

K. Indemnification

To the maximum extent permitted by law, You agree to indemnify and hold harmless Big Cartel, its affiliates, members, officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees), arising out of or related in any way to (1) Your use of the Site and Tools, (2) Your submission, posting, transmittal, display, storage, distribution, removal or any other use of any merchant or user information, Content and/or any other materials or content, (3) Your violation of this Agreement, (4) Your violation of any law or regulation, or violation of any proprietary or privacy right, (5) Your violation of any third party intellectual property right, including, without limitation, copyright, patent, trademark or trade secret; or (6) any claim that Your user information or provision of any other information or content by You caused damage to a third party. This indemnification obligation will survive this Agreement and Your use of the Site and Tools. Big Cartel reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with Big Cartel’s defense of such claim.

L. Disclaimer of Warranties

YOU AGREE TO ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE, THE API AND THE CONTENT. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER BIG CARTEL  NOR ITS OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, INFORMATION PROVIDERS, LICENSORS OR LICENSEES (“RELATED PARTIES”) MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE SITE, THE API OR THE CONTENT. NEITHER BIG CARTEL  NOR ANY RELATED PARTIES ENDORSE OR MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF THE SITE, THE API OR ANY CONTENT OR THAT THE SITE, THE API OR ANY CONTENT IS NON-DEFAMATORY, NON-INFRINGING OR OTHERWISE LAWFUL. NEITHER BIG CARTEL NOR ANY RELATED PARTIES WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE, THE API OR THE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE, THE API OR THE CONTENT WILL BE CORRECTED. NEITHER BIG CARTEL NOR ANY RELATED PARTIES GUARANTEE OR WARRANT THAT THE FILES AVAILABLE FOR DOWNLOADING WILL BE FREE FROM INFECTION BY SOFTWARE VIRUSES OR OTHER HARMFUL COMPUTER CODE, FILES OR PROGRAMS. THE SITE, THE API AND THE CONTENT ARE PROVIDED ON AN “AS IS,” “WHERE IS, “ “WHERE AVAILABLE” AND “AS AVAILABLE” BASIS. YOU ACKNOWLEDGE THAT ANY RELIANCE ON OR USE OF THE SITE, THE API AND THE CONTENT IS AT YOUR SOLE RISK.

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to You.

M. Limitation of Liability

IN NO EVENT WILL BIG CARTEL OR ANY RELATED PARTY BE LIABLE TO ANY PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE, ANY WEBSITE LINKED TO THE SITE, OR THE CONTENT OR API CONTAINED OR ACCESSED THROUGH SUCH SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT BIG CARTEL OR A RELATED PARTY IS AWARE OF OR OF ADVISED THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF ANY PROBLEM WITH THE SITE, THE API OR THE CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITE, THE API OR THE CONTENT.

YOU SPECIFICALLY AGREE THAT BIG CARTEL WILL NOT BE LIABLE FOR ANY MERCHANT OR USERS’ CONTENT OR DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT YOU ASSUME THE FULL RISK OF HARM OR DAMAGE FROM THE FOREGOING.

Some jurisdictions do not allow the limitation of liability for certain damages so the above limitation of liability may not apply to You.

N. Governing Law; Exclusive Jurisdiction and Other Provisions

This Agreement and the relationship between You and Big Cartel shall be governed by the laws of the State of Utah, without regard to its conflict of law provisions.  You agree that any cause of action that may arise under this Agreement or in connection with Your use of the Site or Tools will be commenced and be heard only in the appropriate court having jurisdiction over Salt Lake City, Utah.  You hereby consent to the exclusive personal jurisdiction of and venue in such courts.  Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.  If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. 

O. Your Representations and Warranties

By using the Site, the API or the Content You represent and warrant that:

  1. You are 18 years of age or older, an emancipated minor or the parent or guardian of a minor who You are authorizing to use the Site and the API;
  2. You understand and agree that this Agreement is a legally binding agreement and the equivalent of a signed, written contract;
  3. You will use the Site and Tools in a manner consistent with all laws and regulations and in accordance with the terms and conditions of this Agreement;
  4. You are authorized to sign for and bind the person or entity using the Tools;
  5. You will provide only true, accurate, complete and current information to Big Cartel; and
  6. You will not impersonate any person or entity, misrepresent any affiliation with another person, entity, or association, use false headers, or otherwise conceal Your identity from Big Cartel or in any material that You post or submit on the Site for any purpose.

P. Limitations on Claims

Any cause of action You may have with respect to Your use of the Site or the API must be commenced within one (1) year after the claim or cause of action arises.

Q. Entire Agreement and Assignment

This Agreement together with all policies and agreements referenced herein constitutes the entire agreement between Big Cartel and You with respect to the API and the Content, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between You and Big Cartel with respect to the API and the Content, unless an agreement specifically provides that it is not superseded by this Agreement. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If there is a conflict among the terms found in this Agreement and the Merchant User Agreement or Terms of Service, the term provided in this Agreement will prevail with regard to use of the Tools.

You may not assign this Agreement or any part of this Agreement without the express written consent of Big Cartel. You agree that Big Cartel may assign this Agreement or any part of this Agreement at any time and for any reason without Your consent.

R. Our Policy Concerning Children

The Tools are not intended for use by children. If You are under 18 years of age, You may use the Tools only with the involvement and permission of Your parent or guardian.

S. Notice for California Users

This notice is for California users of the Site: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (914) 445-1254 or (800) 952-5210.