Thank you for your interest in the ShopStyle application programming interface (the "ShopStyle API")!

By using the ShopStyle API, you accept and agree to be bound by the terms and conditions in this document (the "API Terms") as well as the Sugar Publishing, Inc. Terms of Use (the "Sugar Terms"). Please read each of these documents carefully; together, they form the terms of your agreement with Sugar Publishing, Inc. ("us", "we", or "Company"). If you reject or disagree with any of the terms, you do not have a license to use the ShopStyle APIs.

We reserve the right to change the API Terms and the Sugar Terms at any time, with or without notice. The most recent version of each can be found, respectively, here and here.

1. Service.

   1.1. What We Do.

   1.1.1. The ShopStyle Engine. We offer a service that collects certain content from third parties and presents it in an aggregated searchable and manipulable format to end users. Through the service, end users can view the content, interact with the content (as described in User Content, section 1.1.3 below), and click upon it to buy an item described by the content, directly from a third-party merchant. Our content collection and shopping service is referred to here as the "ShopStyle Engine."

   1.1.2. Merchant Content. Through the ShopStyle Engine, end users can access content that describes merchandise offered for sale by third-party merchants, as well as promotions, special offers, and similar information; this content is referred to here as "Merchant Content." Merchant Content includes (but is not limited to) text, images, inventory data, information about promotions and special offers or other information provided by third parties about themselves or their merchandise. We do not create Merchant Content; it is created by the third parties, from whose sites it is collected and presented through the ShopStyle Engine. While we have agreements directly with some third-party merchants, there are others with which we have no direct relationship other than our accessing of their publicly available Merchant Content through our ShopStyle Engine. We do not make any representation or warranty that any Merchant Content is complete or accurate.

   1.1.3. User Content. End users can also use the ShopStyle Engine to access content created by our end users that is based on or related to Merchant Content. This content is referred to here as "User Content." User Content includes (but is not limited to) text or images submitted by the users to us relating to the Merchant Content (or to the users themselves), as well as compilations of Merchant Content to form registries, "looks," or "style books" containing items or assortments of merchandise located through the ShopStyle Engine. We do not create User Content; our end users create it and present it through our sites under the Sugar Terms, which give us certain rights to use the User Content. We do not make any representation or warranty that any User Content is complete or accurate.

   1.2. How You Can Use The ShopStyle API. Under these API Terms, you may use the ShopStyle API to create applications or services that access and display Merchant Content or User Content (or both) and that connect your end users to merchants through the ShopStyle Engine. We grant you a worldwide, non-exclusive, nonsublicenseable license to use the ShopStyle API for that purpose, subject to the limitations described in these API Terms,including (but not limited to) the following:

   1.2.1. You may use the ShopStyle API to access the ShopStyle Engine to access and display Merchant Content and User Content to end users, independently or together with other applications or services you provide to end users. Your applications or services must be made generally available to end users at no charge. (If your applications or services are not generally available free of charge, please contact us at bizdev@shopstyle.com to inquire about obtaining rights to commercial or fee-based use.)

   1.2.2. Neither you nor we own the Merchant Content or the User Content. You may use Merchant Content and the User Content only through the ShopStyle Engine, and you may not alter its form, format, appearance, or overall presentation from the way it appears through the ShopStyle Engine. You are not allowed to reproduce, distribute, modify, display, or otherwiseuse the Merchant Content or the User Content, except as it appears through the ShopStyle Engine. (For example, you may use the ShopStyle API to serve Merchant Content via the ShopStyle Engine to your web page, and to assemble looks or style books composed of individual items of merchandise; however, you may not copy an image from the Merchant Content and reproduce it, on a standalone basis and without linking back to the retailer through the ShopStyle Engine, on your web page.)

   1.2.3. You must register with us to obtain a key to the ShopStyle API. To register, click here.

   1.2.4. We reserve the right to determine your compliance with these terms and to modify, terminate or suspend your use of the ShopStyle API or the ShopStyle Engine at any time, without notice, for any reason. We also reserve the right to establish and modify technical specifications applicable to your use of the API, and to modify or discontinue the ShopStyle API itself at any time, with or without notice.

   1.3. Prohibited Uses. You may not use the ShopStyle API in any way that derogates the reputation, integrity, or commercial value of us, our end users, the User Content, the Merchant Content, or the third-party creators and owners of Merchant Content. (This obligation extends to and includes the intellectual property embedded in the items described by Merchant Content.) Any use of the ShopStyle API that negatively affects end users or their experience with us (through the ShopStyle Engine or otherwise) is prohibited. Without limiting these general prohibitions, here are some examples of specific prohibited uses:

   • Violation of any law or regulation, including those concerning:
     • individual rights and privacy — no defamation, abuse, stalking, harassment, obscenity, violation of privacy rights, or other inappropriate or objectionable use;
     • intellectual property rights — no infringement of patent, copyright, trademark, trade secret, or other such rights;
     • consumer protection — no promotion of scams, schemes, deceptions, spam, or other illegal or unwholesome commercial use;
   • Use of the ShopStyle API, the ShopStyle Engine, or the Merchant Content in any way connected with malicious programs or code, including but not limited to spyware, malware, worms, trojan horses, or viruses
   • Competition with the ShopStyle Engine or with the providers of Merchant Content
   • Generating or trying to generate, revenue directly from the ShopStyle API, the ShopStyle Engine, the Merchant Content, or the User Content (e.g., charging a fee for license or use of either). (To inquire about commercial use rights, please contact us at bizdev@shopstyle.com.)
   • Concealing, or trying to conceal, your identity or that of your employer, or the nature of your application
   • Using excessive bandwidth or generating excessive calls or requests
2. Ownership and Proprietary Rights.

   2.1. Nature of Support. We may release updates, upgrades, or other revisions to the ShopStyle API at any time, in our discretion. Likewise, we may at our option provide you with support in your use of the ShopStyle APIs. Any such maintenance and support (collectively, "Developer Support") are provided at our option with no guarantees, and may be discontinued by us at any time. More information about Developer Support is available here [LINK].

   2.2. Support Feedback. Any information that you voluntarily provide us about the ShopStyle API, the ShopStyle Engine, or the Merchant Content (e.g., bug reports) is deemed our property (or that of our affiliates) and we may use it for any purpose. You hereby assign us full intellectual property rights in any such information, and waive all claims to any compensation for providing it to us.

3. Support.

   3.1. ShopStyle Branding. You agree to include a "Powered By ShopStyle" logo (downloadable when you obtain the ShopStyle API), and such other ShopStyle branding features as we may require, in any service or application you build using the ShopStyle API. Our logo, the ShopStyle name, logo, and other trademark- or brand-related features are referred to here as the "ShopStyle Branding."

   3.1.1. Use. We hereby grant you a limited, nontransferable, nonsublicenseable, nonexclusive license to display the ShopStyle Branding to identify and advertise your use of the ShopStyle Engine and the ShopStyle API, subject to our standard trademark usage guidelines [LINK].

   3.1.2. Restrictions. Other than as set forth in this section 3.1, we grant you no right, title, or interest in our ShopStyle Branding, and all use by you of the ShopStyle Branding will inure to our benefit. You agree not to use or try to register any branding, trademarks, logos, domain names, or other brand- or trademark-related features that are confusingly similar to our ShopStyle Branding, and you further agree not to challenge our ShopStyle Branding or our registration of it. Further, in your use of the ShopStyle Branding, you will not: imply that we are affiliated with you, endorse you, or that you speak on our behalf; disparage us or our services; display adult content or promote illegal activities (including the sale of alcohol or tobacco to minors); show our ShopStyle Branding more prominently than your own; use the ShopStyle Branding in any prohibited use listed in section 1.3 above; or alter, distort, or remove any aspect of the ShopStyle Branding (e.g., change its color or proportions).

   3.1.3. Terminable. We reserve the right, in our discretion, to determine whether you are complying with the obligations of this section 3 and to terminate any right granted to you in these API Terms at any time and without notice.

   3.2. IP Rights. The ShopStyle API, the ShopStyle Engine, the Merchant Content, and the User Content are protected by copyright, trademark, patent, trade secret, and other intellectual property rights. You must abide by all copyright notices, trademark rules, or other notices or restrictions contained in the ShopStyle API, the ShopStyle Engine, the User Content, and the Merchant Content accessed or used by you, and you will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever the ShopStyle API, the ShopStyle Engine, the Merchant Content, or the User Content except as specifically permitted in these API Terms, and never in any way that violates any third party right. You shall not remove, obscure, or alter any copyright, trademark, or other notices in the Merchant Content, the User Content, or the ShopStyle API.

   3.3. Infringement Claims. Our policy is to operate in compliance with the Digital Millennium Copyright Act, as more specifically set forth in the Sugar Terms.

4. Privacy Policy. Our current privacy policy can be found at http://www.sugarinc.com/privacy.
5. Termination

   5.1. Either Party May Terminate At Any Time. You may terminate your use of the ShopStyle API, ShopStyle Engine, Merchant Content or User Content at any time, for any reason or no reason, simply by discontinuing your use thereof and deleting the ShopStyle API, all links to the ShopStyle Engine, and all Merchant Content and User Content from your systems. We may terminate your access to part or all of the ShopStyle API, ShopStyle Engine, or Merchant Content at any time, with or without notice, and for any reason (including your breach of these API Terms or the Sugar Terms).

   5.2. No Liability For Termination. We take no liability for any such termination, even if it results in the forfeiture and destruction of all information associated with your use of the foregoing.

   5.3. Survival. All provisions of these API Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

6. Fees and Payments. We reserve the right to require payment of fees in connection with your use of the ShopStyle API, the ShopStyle Engine, or the Merchant Content, upon ten (10) days��� notice to you. Continued use by you of the ShopStyle API, the ShopStyle Engine, or the Merchant Content after expiration of that notice period constitutes acceptance of the fees and agreement to pay them based on the terms contained in the notice. Any fees paid to us under these API Terms are non-refundable.
7. Warranty Disclaimer. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

   7.1. Use Is At Your Own Risk. DOWNLOADING, ACCESS, AND USE OF THE SHOPSTYLE API, THE SHOPSTYLE ENGINE, MERCHANT CONTENT, AND USER CONTENT ARE AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE, INCLUDING DAMAGE TO YOUR SYSTEM OR LOSS OF DATA.

   7.2. Provided "As-Is" and "As-Available" Only. WE PROVIDE THE SHOPSTYLE API AND THE SHOPSTYLE ENGINE, AND ACCESS TO MERCHANT CONTENT AND USER CONTENT THEREBY, ALL ON AN "AS-IS" AND "AS-AVAILABLE" BASIS ONLY.

   7.3. We Disclaim All Warranties. WE, AND OUR LICENSORS (INCLUDING THE PROVIDERS OF MERCHANT CONTENT AND USER CONTENT) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING (BUT NOT LIMITED TO) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE SHOPSTYLE API, THE SHOPSTYLE ENGINE, OR ANY INFORMATION (INCLUDING MERCHANT CONTENT AND USER CONTENT) ACCESSED THROUGH USE OF THE SHOPSTYLE API OR THE SHOPSTYLE ENGINE.

   7.4. We Make No Guarantees. WE MAKE NO WARRANTY AS TO THE AVAILABILITY OR QUALITY OF (a) THE SHOPSTYLE ENGINE OR THE SHOPSTYLE API (EITHER OF WHICH MAY CONTAIN ERRORS, BUGS, OR OTHER PROBLEMS); OR (b) ANY PRODUCTS, SERVICES OR INFORMATION (INCLUDING MERCHANT CONTENT AND USER CONTENT) AVAILABLE THROUGH THE SHOPSTYLE API OR THE SHOPSTYLE ENGINE.

8. Limitation of Liability. IN NO EVENT WILL WE, OUR LICENSORS, OR OUR OTHER SUPPLIERS (OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) BE LIABLE UNDER THIS AGREEMENT (INCLUDING WITH RESPECT TO THE SHOPSTYLE API, THE SHOPSTYLE ENGINE, THE MERCHANT CONTENT, OR THE USER CONTENT) UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF THE FEES PAID BY YOU THEREFOR OR $100; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
9. Limitation. SOME JURISDICTIONS RESTRICT OR DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 8 AND 9 MAY NOT APPLY TO YOU.
10. Indemnity. To the maximum extent permitted by applicable law, you agree to hold us harmless and indemnify us (including our subsidiaries, affiliates, officers, agents, licensors, suppliers, partners, and employees) from and against any third-party claim arising from or in any way related to your use of the ShopStyle API, the ShopStyle Engine, the Merchant Content, or the User Content, including any liability or expense arising from any such third-party claim, such as losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys' fees. You agree to cooperate as fully as reasonably required in the defense of any claim, and we reserve the right, at our own expense, to assume the exclusive defense and control of any indemnifiable matter.
11. Miscellaneous. These API Terms do not create any agency or partnership relationship, and they are not intended to benefit, nor shall they be deemed to give rise to any rights in, any third party. You may not assign or transfer the rights granted to you in these API Terms without our prior written consent. No waiver of any provision of these API Terms is effective unless it is written and signed by us. These API Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict of laws provisions of California or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of these API Terms to be unenforceable, the remainder of these API Terms will continue in full force and effect. These API Terms, together with the Sugar Terms and any others of our terms and policies referenced herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

Effective: September 17, 2008