API Terms

API Terms of Use

By accessing or using any API created or developed by Zenfolio, Inc. (“Zenfolio“, “we“, “us“, or “our“), the entity or individual (“you” or “Licensee”) entering into these API Terms of Use (these “API Terms”), agrees to comply with these API Terms. You represent and warrant to Zenfolio that you have the authority to accept these API Terms on behalf of yourself or your company, as applicable. We may change, amend or terminate these API Terms at any time by posting an updated copy of these API Terms to our website. Your use of any Zenfolio API following any modification to these API Terms constitutes your acceptance of the new API Terms.  Do not access or use the Zenfolio API after any such change if you do not accept the new API Terms.

1. Definitions.
   1. “API” means an application programming interface developed by Zenfolio, including any API Documentation or other API materials made available to you, that enables the integration of the Zenfolio Offering with Applications developed by you, including any Updates.
   2. “API Documentation” means the API documentation made available by Zenfolio from time to time, including, without limitation, through its website.
   3. “API Key” means the security key Zenfolio makes available to you to access the API.
   4. “Applications“ means any applications developed by you to interact with the API.
   5. “Updates” means any updates, bug fixes, patches, or other error corrections to the API that Zenfolio generally makes available free of charge to all licensees of the API.
   6. “Zenfolio Offering” means Zenfolio’s online platform that allows photographers to exhibit, organize, print, sell, exchange, and share digital images, videos and related products and enables end users to search and purchase those products available at https://www.Zenfolio.com (the “Site”).
2. License.
   1. License. Subject to and conditioned on your compliance with these API Terms, Zenfolio hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the API solely for the purposes of internally developing the Applications that will communicate and interoperate with the Zenfolio Offering. 
   2. Use Restrictions. You shall not use the API for any purposes beyond the scope of the license granted herein. Without limiting the foregoing and except as expressly set forth in these API Terms, you agree that you shall not at any time, and shall not permit others to: (i) copy, modify, or create derivative works of the API, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the API; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part; (iv) remove any proprietary notices from the API; (v) use the API 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; (vi) combine or integrate the API with any software, technology, services, or materials not authorized by Zenfolio; (vii) use the APIs in a way that could impair, harm or damage Zenfolio, the API, any Zenfolio Offering, or anyone’s use of the API or any Zenfolio Offering; (viii) use the API in any of the Applications in a manner to replicate or attempt to replace the need for a valid license to the Zenfolio Offering; (ix) attempt to cloak or conceal your identity or the identity of the Applications when requesting authorization to use the API; (x) use the API to disrupt, interfere with, or attempt to gain unauthorized access to services, servers, devices, or networks connected to or which can be accessed via the  API; or (xi) use an unreasonable amount of bandwidth, or adversely impact the stability of the APIs or attempt to circumvent the limitations set by Zenfolio on your use of the API. Zenfolio may set and enforce limits on your use of the API (e.g., limiting the number of API requests that you may make or the number of users you may serve), in its sole discretion. 
   3. Reservation of Rights. Zenfolio reserves all rights not expressly granted to you in these API Terms. Except for the limited rights and licenses expressly granted hereunder, nothing in these API Terms grants to you or any third party, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to the API or any Zenfolio Offering.
3. Your Responsibilities.
   1. You are responsible and liable for all uses of the API resulting from the API Keys assigned to you, directly or indirectly, whether such access or use is permitted by or in violation of these API Terms. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of your employees, contractors, agents, and end users (“Users”) in connection with their use of the API and your Application. You shall take reasonable efforts to make your Users aware of the terms in these API Terms as applicable to such User’s use of the API and shall cause your Personnel to comply with such provisions.
   2. You must obtain an API Key to access and use the API. You may not share the API Key with any third party, must keep the API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. The API Key may be revoked by Zenfolio at any time in its discretion.
   3. You shall comply with these API Terms, all applicable laws, rules, and regulations, and all API Documentation, guidelines, standards, and requirements that may be posted on the Site from time to time. You shall monitor the use of the Applications for any activity that violates applicable laws, rules, and regulations or any of these API Terms, including any 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 Users required under applicable laws, rules, and regulations for their use of the Applications.
   4. You shall implement and maintain industry standard data security measures to protect the security, operability, availability, and functionality of your Application.  You represent and warrant that your Application has been configured to securely operate with the API.  You agree you shall not use the API to: (i) gain or attempt to gain access to portions or segments of the Site or Zenfolio Offering to which access has not been granted; (ii) distribute or attempt to distribute malicious code; (iii) to spy or attempt to install spyware or other unauthorized monitoring or surveillance tools to the Site or Zenfolio Offering; (iv) use the Site or Zenfolio Offering to download, store, or distribute materials in violation of Zenfolio or any third party’s copyright or intellectual property rights; (v) create undue security risks or negatively impact the performance of the API or Zenfolio Offering. You will promptly notify Zenfolio if you become aware of any unauthorized use of the Zenfolio API or Zenfolio Offering and shall cooperate with Zenfolio in any legal or remedial action to protects Zenfolio’s intellectual property rights.  
   5. You acknowledge we may use technology to detect, prevent or limit the impact of any issues caused by your Application. This may include, for example, (i) filtering to stop spam, (ii) performing security or privacy monitoring regarding scraping, denial of service attacks, user impersonation, application impersonation, or illicit consent grant(s), or (iii) limiting or terminating your access to the API.  You will permit Zenfolio reasonable access to your Application for purposes of monitoring compliance with these API Terms. Without limiting the foregoing, upon our request, you will provide us (or an independent auditor acting on our behalf) access to your Application as reasonably requested by us to verify your compliance with these API Terms.  We may restrict or terminate access to the API if you fail to provide adequate information and materials to verify your compliance with these Terms or if any such audit demonstrates non-compliance with these API Terms.
   6. In the event of a data breach involving your Application or any Zenfolio data collected through your Application, you must promptly notify Zenfolio and provide details of the data breach. You agree to refrain from making public statements (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Zenfolio in each instance as it relates to the API.
4. Updates.
   1. No Support. Unless otherwise agreed by Zenfolio and you in writing, nothing in these API Terms shall entitle you to any support for the API.
   2. Updates. Zenfolio may, from time to time, provide you with Updates, each of which is a part of the API and subject to these API Terms.  You acknowledge that Zenfolio may require you to obtain and use the most recent version of the API as a condition of permitting you access to the API Key. Updates may adversely affect how the Applications communicate with the Zenfolio Offering. You are required to make any changes to the Applications that are required for integration as a result of such Update at your sole cost and expense.
5. No Fees. Unless otherwise agreed by you and Zenfolio in writing, no license fees or other payments will be due in exchange for the rights to access the API. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. 
6. Confidential Information. From time to time during the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. On the expiration or termination of these API Terms, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party upon request that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective will expire five years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive for as long as such Confidential Information remains subject to trade secret protection under applicable law. 
7. Collection and Use of Information. Zenfolio may collect certain information through the API or the Zenfolio Offering about your or any of your Users. By accessing, using, and providing information to or through the API or the Zenfolio Offering, you consent to all actions taken by Zenfolio with respect to such information in compliance with the then-current version of Zenfolio’s privacy policy and data protection requirements, available on the Site. Furthermore, you agree to comply with all laws and regulations applicable to your use of any Zenfolio data accessed by you through the API, including without limitation laws related to privacy, data protection and confidentiality of communications. Your use of the API is conditioned upon implementing and maintaining appropriate protections and measures for your service and Application, and that includes your responsibility to the data obtained through the use of the API. 
8. Intellectual Property Ownership; Feedback. You acknowledge that, as between you and Zenfolio, (a) Zenfolio owns all right, title, and interest, including all intellectual property rights, in and to the API, the Zenfolio Offering, and the Zenfolio Marks and (b) you own all right, title, and interest, including all intellectual property rights, in and to the Applications owned or licensed by you, excluding the aforementioned rights in Section 8(a). If you or any of your personnel provide feedback, suggestions or ideas for new features, functionality or  improvements to the API or Zenfolio Offerings (“Feedback“), all such Feedback is and will be treated as non-confidential.  You hereby assign to Zenfolio, all right, title, and interest in, and Zenfolio is free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Zenfolio is not required to use any Feedback.
9. Disclaimer of Warranties. ZENFOLIO MAKES NO WARRANTIES, EXPRESS OR IMPLIEDWITH RESPECT TO YOUR USE OF THE API OR ZENFOLIO OFFERING. YOU UNDERSTAND THAT USE OF THE API IS SOLELY AT YOUR OWN RISK AND THAT WE PROVIDE THE API ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE” TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE API TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. WE DO NOT GUARANTEE THE API WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE API MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION, ERRORS IN FUNCTIONING, OR THAT DATA LOSS WILL NOT OCCUR. WE DO NOT WARRANT THAT THE API SHALL BE SECURE, UNITERRUPTED OR ERROR FREE.
10. Indemnification. You hereby agree to indemnify, defend, and hold harmless Zenfolio 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 attorneys’ fees, arising from or relating to (a) your breach of these API Terms, (b) the misuse of the API or any Zenfolio Offering or data by your Users, and (c) the Applications, including any User’s use thereof. Zenfolio will promptly notify you in writing of any claim(s) brought against Zenfolio for which Zenfolio seeks indemnification under this provision. Zenfolio reserves the right, at Zenfolio’s option and in Zenfolio’s sole discretion, to assume full control of the defense of claims with legal counsel of Zenfolio’s choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by Zenfolio or bind Zenfolio in any manner, without Zenfolio’s prior written consent. In the event Zenfolio assumes control of the defense of such claim, Zenfolio will not settle any such claim requiring payment by you without your prior written approval.
11. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL ZENFOLIO 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 OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF ONE HUNDRED ($100) DOLLARS EVEN IF ZENFOLIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR ZENFOLIO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
12. Termination.
    1. Termination.  We may suspend or immediately terminate these API Terms, any rights granted herein, and/or your license to the API, in our sole discretion at any time, for any reason upon notice to you. You may terminate these API Terms at any time by ceasing your access to the API.
    2. Effect of Expiration or Termination. Upon expiration or termination of this Agreement for any reason all licenses and rights granted to Licensee under this Agreement will also terminate and Licensee must cease using, destroy, and permanently erase all copies of the API [and Zenfolio Marks] from all devices and systems Licensee directly or indirectly controls. 
    3. Survival. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. 
13. Miscellaneous.
    1. Entire Agreement. These API Terms and any documents incorporated into these API Terms by reference, constitute the entire agreement between you and us regarding the API and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these API Terms. If any provision of these API Terms is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible.
    2. Modifications. We may modify these API Terms at any time with or without individual notice to you. Any modifications will be effective upon your continued use of the API.
    3. Severability. If any provision of these API Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision hereof or invalidate or render unenforceable such term or provision in any other jurisdiction. 
    4. Governing Law and Jurisdiction. These API Terms are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Zenfolio agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in or for San Mateo County, California.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the API or these API Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. 
    5. Assignment. You may not assign these API Terms without the prior written consent of Zenfolio, but Zenfolio may assign or transfer these API Terms in whole or in part, without restriction. These API Terms are binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns. 
    6. Export Regulation. The API 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 API to, or make the API 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 API available outside the US.
    7.  US Government Rights. The API is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the API as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
    8. Independent contractors. Nothing in this Agreement shall be construed as creating an employer-employee relationship, processor-subprocessor relationship, a partnership, or a joint venture between the parties.
    9. No Waiver. Either party’s failure to act with respect to a breach of these API Terms does not waive either party’s right to act with respect to that breach or subsequent similar or other breaches.
    10. Modifications to API. Zenfolio reserves the right to modify or discontinue, temporarily or permanently, the API (or any part thereof) with or without notice.
    11. Notices and Questions. All notices and demands hereunder shall be in writing and shall be served by personal service. All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally recognized private express courier and shall be deemed complete upon receipt. Any such written notice or demand by you to Zenfolio shall be submitted to Zenfolio, Inc., 303 Twin Dolphin Dr, 6th Flr, Redwood City, CA 94065. Zenfolio may provide you with notice at any shipping address or email address provided to Zenfolio during registration for the API, unless you provide written notice to Zenfolio specifying a different address where such notices shall be delivered.