Zappos.com Public API License Agreement

Zappos.com Public API License Agreement Last updated on 2012-04-06.

This Zappos.com Public API License Agreement ("License Agreement") contains the terms and conditions that govern your access to and use of the Public API and Product Content (each as defined below). "We, " "us, " or "our" means Zappos IP, Inc. or any of its affiliate companies, as the case may be. "You" or "your" means the applicant. A "site" means a website. "Zappos Site" means the Zappos.com site. "Your application" means any software application(s) or site(s) that you link to the Zappos Site, on which you display Product Content, or that interfaces with the Public API.

BY ACCESSING OR USING THE PUBLIC API OR PRODUCT CONTENT, YOU (A) AGREE TO BE BOUND BY THIS LICENSE AGREEMENT (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF USING THE PUBLIC API AND PRODUCT CONTENT AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS LICENSE AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS.

1. Description of Public API.

The purpose of this License Agreement is to permit you to display items offered on the Zappos Site ("Products"). Under this License Agreement, we will make available to you proprietary application programming interfaces and other tools (collectively, the "Public API") that permit you to access and use certain types of data, images, text, and other information and content relating to Products ("Product Content"), which may include the following: Data, images, audio, video, logos, user interface designs, and other creative designs; and Textual materials, such as textual Product information. In addition to Product Content, we may make available from time to time for use in connection with the Public API sample source code and libraries, each of which will be made available to you under a separate license that accompanies each sample source code or library, as applicable. In connection with the Public API, we may also make available specifications, user manuals, guides, supporting materials, and other information, regardless of format, describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of the Public API (collectively, "Specifications"). "Product Content," as used in this License Agreement, specifically excludes any sample source code or libraries we make available to you under separate license and any Specifications that we make available. It also specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the Zappos Site (e.g. www.zappos-couture.com, canada.zappos.com, www.6pm.com, etc.)

2. Enrollment

To begin the enrollment process, you must submit a complete and accurate enrollment form. In your enrollment form, you must describe the application you intend to develop and use with the Public API or on which you intend to display Product Content. This License does not provide you the right to resell the Products, and we reserve the right to terminate access to the Public API if you elect to use it for commercial use or on behalf of any third party. We will evaluate your enrollment form and notify you of its acceptance or rejection. We may reject your enrollment form if we determine that your application is unsuitable. Unsuitable applications include those that:

(a) promote or contain sexually explicit materials;

(b) promote violence or contain violent materials;

(c) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;

(d) promote or undertake illegal activities;

(e) include "zappos," "6pm," or any other trademark of Zappos.com, Inc. or its affiliates, or variations or misspellings of any of them, in their URLs to the left of the top-level domain name (e.g., ".com," ".net," ".co.uk") for example, a URL such as "zappos.mydomain.com," "xappos.com," "zapose.net," would be unsuitable; or

(f) facilitate the sale of the Products by anyone other than Zappos.com, Inc. and/or its affiliates; or

(g) otherwise violate intellectual property rights.

If we reject your enrollment form, you are welcome to reapply at any time. However, if we accept your enrollment form and we later determine that your application is unsuitable, we may terminate this License Agreement. You will ensure that the information included in your enrollment form, including your contact information and the description of your application, is at all times complete, accurate, and up-to-date.

3. Obtaining Product Content

You may obtain Product Content by making calls to the Public API. You acknowledge that we may change, deprecate, or republish the Public API, or any features of the Public API at any time and from time to time. You agree that it is your responsibility to ensure that your access to and use of the Public API is compatible with the then-current requirements. You must use a unique API Key (each key, an "Account Identifier") to identify your account and make calls to the Public API. We may change your Account Identifiers from time to time. You may not sell, transfer, sublicense, or otherwise disclose your Account Identifier to any other person or entity. You are responsible for all activities that occur under your Account Identifiers. Therefore, you should contact us immediately if you believe that someone other than you may be using your Account Identifier. You may not use any Account Identifier assigned to anyone other than you or that we did not specifically assign to you.

4. Usage Requirements

By making calls to the Public API or using Product Content, you agree to comply with the following requirements:

(a) You will not use our trademarks or logos (including any Zappos Mark) except solely in accordance with Section 6.

(b) You will use Product Content only (i) in a lawful manner; and (ii) in accordance with the terms of this License Agreement and within the express scope of the license granted in Section 6.

(c) You will comply with all pages, schedules, policies, guidelines, and other documents and materials, including all Specifications, referenced in this License Agreement ("Operational Documentation").

(d) You will link each use of Product Content to, and only to, the related Product detail page of the Zappos Site. You will not link any Product Content to, or in conjunction with any Product Content direct traffic to, any page of a site other than the Zappos Site (however, parts of your application that are not closely associated with Product Content may contain links to sites other than the Zappos Site).

(e) You will not add to, delete from, or otherwise alter any Product Content in any way, including by adding additional information (e.g., you may not insert words into a customer review), except that you may resize Product Content consisting of a graphic image in a manner that maintains the original proportions of the image or truncate Product Content consisting of text in a manner that does not materially alter the meaning of the text or cause the text to become factually incorrect or misleading.

(f) You will promptly remove from your application and delete or otherwise destroy any Product Content that is no longer displayed on the Zappos Site or that we notify you is no longer available for your use.

(g) You will not include on your application, display, or otherwise use Product Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.

(h) You will not, without our express prior written approval, access or use the Public API for the purpose of aggregating, extracting, or repurposing any Product Content.

(i) You will not (i) interfere, or attempt to interfere, in any manner with the functionality or proper working of the Public API; (ii) compile or use Product Content for the purpose of direct marketing, spamming, unsolicited contacting of sellers or customers, or other advertising activities; or (iii) remove, obscure, alter, or make invisible, illegible, or indecipherable, any notice, including any notice of intellectual property or proprietary right, appearing on or contained within the Public API, Product Content, or Specifications.

(j) You will not issue, without our express prior written approval, any press release or make any other public communication with respect to this License Agreement or your use of the Public API, or Product Content. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this License Agreement.

(k) You will not, and will not attempt to (i) modify, alter, tamper with, repair, or otherwise create derivative works of the Specifications or any software included in Product Content; or (ii) reverse engineer, disassemble, decompile, or otherwise derive any source code of or relating to the Public API, or any software included in Product Content.

(l) You will not, without our express prior written approval, sell, resell, redistribute, sublicense, or transfer (i) any Product Content; (ii) any Products; or (iii) any application that utilizes the Public API or that incorporates or displays Product Content. For example, you may not use Product Content on or within any application, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to Product Content to any other person or entity. If you obtain our approval to sell, resell, redistribute, sublicense, or transfer a client application, that client application must comply with this License Agreement, including subsection (p) and the last sentence of subsection (n) below.

(m) You will not store or cache Product Content consisting of an image, but you may store a link to Product Content consisting of an image for up to 24 hours. You may store other Product Content that does not consist of images for caching purposes for up to 24 hours, but if you do so you must immediately thereafter refresh and re-display the Product Content by making a call to the Public API and refreshing the Product Content on your application immediately thereafter. Unless otherwise notified by us, you may store individual Zappos SKU# for an indefinite period until the termination of this License Agreement. Notwithstanding the foregoing, if your application includes a client application, the client application may not store or cache Product Content.

(n) You will include a date/time stamp adjacent to your display of pricing or availability information on your application if you obtain Product Content if you call the Public API or refresh the Product Content displayed on your application less frequently than hourly. However, during the same day on which you requested and refreshed the pricing and availability information displayed on your application, you may omit the date portion of the stamp. Examples of acceptable messaging include: Zappos.com Price: $49.00 (as of 04/07/2010 14:11 PST - Details) Zappos.com Price: $49.00 (as of 14:11 PST - More info) Additionally, you must either include the following disclaimer adjacent to the pricing or availability information or provide it via a hyperlink, popup box, scripted popup, or other similar method: "Product prices and availability are accurate as of the date/time indicated and are subject to change. Any price and availability information displayed on Zappos.com at the time of purchase will apply to the purchase of this product." In the above examples, "Details" and "More info" would provide a method for the end user to read the disclaimer.

(o) You will not exceed, or if you build and release an application that calls the Public API, each copy of that application that is installed by an end user will not exceed, 1 call per second or send files to or from the Public API that are greater than 40K without our prior written approval.

(p) If you display Product Content consisting of text on your application, you will include the following disclaimer in plain view to end-users of your application: "CERTAIN CONTENT THAT APPEARS [IN THIS APPLICATION or ON THIS SITE, as applicable] COMES FROM ZAPPOS IP, INC. THIS CONTENT IS PROVIDED AS IS AND IS SUBJECT TO CHANGE OR REMOVAL AT ANY TIME."

You agree to provide us with any information that we request to verify your compliance with this License Agreement. If we determine that you have not complied with any requirement described above or that you have otherwise violated this License Agreement, we may (without limiting any other rights or remedies available to us) terminate this License Agreement. In addition, you hereby consent to us: sending you emails relating to this License Agreement from time to time; and monitoring, crawling, or otherwise investigating your application to verify compliance with this License Agreement.

5. Responsibility for Your Application

You will be solely responsible for your application, including its development, operation, and maintenance and all materials that appear on it. For example, you will be solely responsible for: the technical operation of your application and all related equipment; ensuring that the display of Product Content on your application does not violate this License Agreement or any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your application); ensuring that you do not use the Public API, Product Content, or your application in a manner that infringes, violates or misappropriates any of our rights or those of any other person or entity; and any use that you make of the Public API, Product Content, and the Zappos Marks, whether or not permitted under this License Agreement. We will have no liability for these matters or for any of your end users claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys fees) relating to (a) your application or any materials that appear on or with your application, including the combination of your application or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your application or any materials that appear on or with your application, and all other matters described in this Section 5; (c) your use of the Public API or Product Content, whether or not such use is authorized by or violates this License Agreement or violates applicable law; (d) your violation of any term or condition of this License Agreement; or (e) your or your employees' negligence or willful misconduct.

6. Limited License

Subject to the terms of this License Agreement and solely for the limited purposes of advertising Products on, and directing end users to, the Zappos Site, we grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display Product Content solely on your application; (b) use only those of our trademarks and logos that we may make available to you as part of Product Content (collectively, "Zappos Marks") solely on your application (c) access and use the Public API and Product Content solely in accordance with the Specifications and this License Agreement; and (d) access and use the Specifications solely in connection with your access to and use of the Public API. The license set forth in this Section 6 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this License Agreement, or otherwise upon termination of this License Agreement. Regardless of whether the license set forth in this Section 6 is terminated, you will immediately stop using the Public API and promptly remove from your application and delete or otherwise destroy any portion of or all Product Content, as requested by us.

7. Reservation of Rights; Feedback

Other than the limited licenses expressly set forth in Section 6, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this License Agreement or otherwise, acquire any ownership interest or rights in or to the Public API, Product Content, Operational Documentation, our and our affiliates trademarks and logos (including the Zappos Marks), and any other intellectual property and technology that we provide or use in connection with the Public API or Product Content. If you communicate suggestions to us ("Feedback"), we will own all right, title, and interest in and to that Feedback, even if you have designated it as confidential, and we will be entitled to use it without restriction. You hereby irrevocably assign to us all right, title, and interest in and to all Feedback and Product Content that you modify or edit in any way, and agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to the Feedback and modified or edited Product Content. If you provide us or any of our affiliates with reviews, data, images, text, or other information or content about a product or otherwise in connection with this License Agreement or your use of the Public API ("Your Submission"), you hereby grant us a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sublicensees exercise of rights under the license above will not violate any person's or entity's rights, including any copyright rights.

8. Compliance with Laws

In connection with your use of the Public API and Product Content, you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws (federal, state, or otherwise) that govern marketing email (e.g., the CAN-SPAM Act of 2003).

9. Term; Termination or Suspension

The term of this License Agreement will begin upon our acceptance of your enrollment application and will end when terminated by either you or us. Either you or we may terminate this License Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this License Agreement, any and all licenses you have with respect to the Public API and Product Content (including any Zappos Marks), or Specifications will automatically terminate and you will immediately stop using the Public API and promptly remove from your application and delete or otherwise destroy all Product Content (including any Zappos Marks) and any other materials provided or made available by or on behalf of us to you under this License Agreement or otherwise in connection with the Public API. Upon any termination of this License Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5, 7, 9, 10, 11, 12, 13, 14, and 15 will survive the termination of this License Agreement. No termination of this License Agreement will relieve either party for any liability for any breach of, or liability accruing under, this License Agreement prior to termination.

10. Modification

We may modify any of the terms and conditions contained in this License Agreement or any Operational Documentation at any time and in our sole discretion, by posting a change notice, revised agreement, or revised Operational Documentation on the Zappos Site. Modifications may include, for example, changes to the usage requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS LICENSE AGREEMENT. YOUR CONTINUED USAGE OF THE PUBLIC API OR PRODUCT CONTENT FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED LICENSE AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE ZAPPOS.COM SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

11. Relationship of Parties

You and we are independent contractors, and nothing in this License Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us.

12. Limitation of Liability

WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS LICENSE AGREEMENT, THE PUBLIC API, PRODUCT CONTENT, SPECIFICATIONS, OPERATIONAL DOCUMENTATION, THE ZAPPOS SITE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS LICENSE AGREEMENT AND THE SERVICE OFFERINGS WILL NOT EXCEED $25,000.

13. Disclaimers

THE PUBLIC API, PRODUCT CONTENT, ZAPPOS SITE AND THE PRODUCTS AND SERVICES OFFERED ON THE ZAPPOS SITE, OPERATIONAL DOCUMENTATION, ZAPPOS.COM DOMAIN NAME, AND OUR OTHER SITES AND LOGOS (INCLUDING THE ZAPPOS MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THIS LICENSE AGREEMENT (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE.

WE MAY DISCONTINUE PROVIDING THE SERVICE OFFERINGS, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF THE SERVICE OFFERINGS, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR APPLICATION OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PUBLIC API, PRODUCT CONTENT, OPERATIONAL DOCUMENTATION, OR THE ZAPPOS SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS LICENSE AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS LICENSE AGREEMENT OR YOUR USE OF OR ACCESS TO THE PUBLIC API, OR PRODUCT CONTENT, OR (Z) ANY TERMINATION OR SUSPENSION OF THIS LICENSE AGREEMENT OR YOUR USE OF OR ACCESS TO THE PUBLIC API OR PRODUCT CONTENT.

14. Disputes

Any dispute relating in any way to the Public API, Product Content, or this License Agreement in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $7,500 will be adjudicated in any state or federal court in Las Vegas, Nevada and you hereby consent to exclusive jurisdiction and venue in those courts. The laws of the State of Nevada, without regard to principles of conflicts of laws, will govern this License Agreement and any dispute of any sort that might arise between you and us. Notwithstanding anything to the contrary in this License Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity's intellectual property or proprietary rights.

15. Miscellaneous

You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with your application. You may not assign this License Agreement, by operation of law or otherwise, without our prior written approval. Subject to that restriction, this License Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this License Agreement will not constitute a waiver of our right to subsequently enforce this provision or any other provision of this License Agreement. In the event of any conflict between this License Agreement and the Operational Documentation, this License Agreement will control.

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