RICOH INNOVATIONS PRIVATE LIMITED ["RIPL"]

APPLICATION PROGRAMMING INTERFACE ("API") LICENSE AGREEMENT


By interacting in any way with the RIPL API, you or the entity or company that you represent ("You") unconditionally consent and agree to be bound by and a party to these terms and conditions ("Agreement").


1. GRANT OF LICENSE: Subject to your ("Licensee") full compliance with all of the terms and conditions of this API License Agreement ("Agreement") and the API Platform Policy, RIPL grants Licensee a non-exclusive, revocable, non sub-licensable, non-transferable license to download and use the RIPL Application Programming Interface and other materials provided by RIPL (collectively, "API") to develop, reproduce, display and distribute applications, websites and/or services (collectively "Applications") that interoperate with RIPL's service,or any other web property owned by RIPL (collectively "RIPL Service"). Licensee may not install or use the API for any other purpose without RIPL's prior written consent. Licensee shall not use the API for any illegal purpose including but not limited to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in spyware, adware, other malicious programs or code, counterfeit goods, items, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking/surveillance/interception/descrambling equipment, libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, gambling, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, weapons and accessories, automatic or autonomous control of vehicles, aircraft or other mechanical devices, dispatch or fleet management, or emergency or life-saving purposes. For Applications that provide real-time route guidance, Licensee must have an end user license agreement that includes the following notice: YOUR USE OF THIS APPLICATION SHALL BE AT YOUR SOLE RISK.


2. PROPRIETARY RIGHTS: As between RIPL and Licensee, the API, the RIPL Service, any and all content, documentation, code, data and related materials made available through the API, any and all data and information collected and/or derived from the RIPL Service (including, without limitation, user data received from the RIPL Service or submitted to the RIPL Service), and all intellectual property rights in and to all of the foregoing, are and shall at all times remain the sole and exclusive property of RIPL and are protected by applicable intellectual property laws and treaties.


3. OTHER RESTRICTIONS: Except as expressly and unambiguously authorized under this Agreement, Licensee may not:

  • copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the API;
  • otherwise use the API on behalf of any third party; or
  • design or permit the Application to disable, override or otherwise interfere with any RIPL-implemented communications to end users, consent panels, user settings, alerts, warnings or the like, including but not limited to those intended to notify the end user that his or her user data or location data is being collected or used, or intended to obtain consent for such collection or use.

RIPL expressly reserves the right to limit the number and/or frequency of API requests in its sole discretion.


4. MODIFICATIONS TO THIS AGREEMENT: RIPL reserves the right, in its sole discretion to modify this Agreement and/or the RIPL Platform Policy at any time by posting a notice to the developer/ developers. You shall be responsible for reviewing and becoming familiar with any such modification. Such modifications are effective upon first posting or notification and use of the RIPL API by Licensee following any such notification constitutes Licensee's acceptance of the terms and conditions of this Agreement as modified.


5. WARRANTY DISCLAIMER: THE API IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, RIPL AND ITS VENDORS, EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE API, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, RIPL DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF THE API WILL BE UNINTERRUPTED OR ERROR FREE.


6. SUPPORT AND UPGRADES: This Agreement does not entitle Licensee to any support for the APIs, unless Licensee makes separate arrangements with RIPL and pays all fees associated with such support. Any such support provided by RIPL shall be subject to the terms of this Agreement as modified by the associated support Agreement.


7. LIABILITY LIMITATION: REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL RIPLOR ITS VENDORS, BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR 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, EVEN IF RIPL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IN ADDITION, RIPL DISCLAIMS ALL LIABILITY OF ANY KIND OF RIPL'S VENDORS.


8. INDEMNITY: Licensee agrees that RIPL shall have no liability whatsoever for any use Licensee makes of the API. Licensee shall indemnify and hold harmless RIPL from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising from Licensee's use of the API.


9. TERM AND TERMINATION: This Agreement shall continue until terminated as set forth in this Section. Either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if Licensee violates any provision of this Agreement. Any termination of this Agreement shall also terminate the license granted hereunder. Upon termination of this Agreement for any reason, Licensee shall cease using, destroy and remove from all computers, hard drives, networks, and other storage media all copies of the API and all RIPL User Data, and shall so certify to RIPL that such actions have occurred. RIPL shall have the right to inspect and audit Licensee's facilities to confirm the foregoing.


10. GOVERNMENT USE: If Licensee is part of an agency, department, or other entity of the Indian Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the API is restricted in accordance with the Indian Laws.


11. APPLICABLE LAW AND JURISDICTION: Any dispute arising out of this Agreement and any dispute arising out of the interpretation of this Agreement thereof shall be governed by and construed by the Law that applies to India. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the courts located in Bangalore, India.