ShipEngine - API Terms of Service
Last modified: June 25, 2018
Thank you for using the ShipEngine APIs, other developer services, and associated software (collectively, "APIs"). By accessing or using our APIs, you are agreeing to the terms below. If there is a conflict between these terms and additional terms applicable to a given API, the additional terms will control for that conflict. Collectively, we refer to the terms below, any additional terms, terms within the accompanying API documentation, and any applicable policies and guidelines as the "Terms." You agree to comply with the Terms and that the Terms control your relationship with us relating to your use of the APIs. So please read all the Terms carefully. If you use the APIs as an interface to, or in conjunction with other ShipEngine products or services, then the terms for those other products or services also apply.
Under the Terms, "ShipEngine" means Auctane LLC, with offices at 3800 N Lamar Blvd, # 220, Austin, TX 78756, United States, unless set forth otherwise in additional terms applicable for a given API. We may refer to "ShipEngine" as "we", "our", or "us" in the Terms.
1. ShipEngine APIs Pricing:
- APIs are priced on a per transaction basis, monthly subscription, and/or fixed-fee basis.
- ShipEngine APIs pricing is published on our public websites or negotiated through a separate contractual agreement with ShipEngine.
If you have any questions about pricing, please contact your account representative or customer service at (512) 485-4282.
2. API Registration
a. Accepting the Terms. You may not use the APIs and may not accept the Terms if (a) you are not of legal age to form a binding contract with ShipEngine, or (b) you are a person barred from using or receiving the APIs under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the APIs.
b. Entity Level Acceptance. If you are using the APIs on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to "you" in the Terms refer to that entity).
c. Registration. In order to access certain APIs you may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs, or as part of your continued use of the APIs. Any registration information you give to ShipEngine will always be accurate and up to date and you'll inform us promptly of any updates.
d. Subsidiaries and Affiliates. ShipEngine has affiliated legal entities. These companies may provide certain features or components of the APIs to you on behalf of ShipEngine and the Terms will also govern your relationship with these companies.
3. Using Our APIs
a. Your End Users. You will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.
b. Compliance with Law, Third Party Rights, and Other ShipEngine Terms of Service. You will comply with all applicable law, regulation, and third party rights (including without limitation all partner carrier rules in the shipment of packages). You will not use the APIs to encourage or promote illegal activity or violation of third party rights. You will not violate any other terms of service with ShipEngine (or its affiliates).
c. Permitted Access. You will only access (or attempt to access) the APIs by the means described in the documentation of that API. If ShipEngine assigns you developer credentials (e.g. partner IDs), you must use them with the applicable APIs. You will not misrepresent or mask either your identity or your API Application's identity when using the APIs or developer accounts.
d. API Limitations. ShipEngine may, now or in the future, set and enforce limits on your use of the APIs (e.g. limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. In addition, you acknowledge and agree we may withdraw your access to the APIs in our sole discretion. You agree to, and will not attempt to circumvent, such limitations. If you would like to use any API beyond these limits, you must obtain ShipEngine's express consent in writing (and ShipEngine may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use).
e. Third-Party APIs. ShipEngine APIs may access third-party APIs to complete an API request. Third-party APIs may require separate agreements, are not governed by the ShipEngine API Terms of Service, and ShipEngine makes no representation of performance for third-party APIs. (These APIs may facilitate order sources, shipping carriers or other order fulfillment functions).
f. Open Source Software. Some of the software required by or included in our APIs may be offered under an open source license. Open source software licenses constitute separate written agreements. For certain APIs, open source software is listed in the documentation. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with ShipEngine for the applicable open source software.
g. Communication with ShipEngine. We may send you certain communications in connection with your use of the APIs and you expressly agree to receive these communications in connection with your use of the APIs.
h. Feedback. If you provide feedback or suggestions about our APIs, then we may use such information without obligation to you.
i. Non-Exclusivity. The Terms are non-exclusive. You acknowledge that ShipEngine may develop products or services that may compete with the API Applications (as defined below) or any other products or services.
4. Your API Applications
a. API Applications and Monitoring. The APIs are designed to help you enhance your websites and applications ("API Application(s)"). YOU AGREE THAT SHIPENGINE MAY MONITOR USE OF THE APIS TO ENSURE QUALITY, IMPROVE ShipEngine PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. ShipEngine may suspend access to the APIs by you or your API Application without notice if we reasonably believe that you are in violation of the Terms.
b. Security. You will use commercially reasonable efforts, and in no event less robust efforts than you use to protect your other customer information, to protect user information collected by your API Application, including personally identifiable information ("PII"), from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.
c. Ownership. ShipEngine does not acquire ownership in your API Applications, and by using our APIs, you do not acquire ownership of any rights in our APIs or the content that is accessed through our APIs.
5. Prohibitions and Confidentiality
a. API Prohibitions. When using the APIs, you may not (or allow those acting on your behalf to):
- Sublicense an API for use by a third party. You will not create an API Application that functions substantially the same as the APIs and offer it for use by third parties.
- Perform an action with the intent of introducing to ShipEngine products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
- Defame, abuse, harass, stalk, or threaten others.
- Interfere with or disrupt the APIs or the servers or networks providing the APIs.
- Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
- Remove, obscure, or alter any ShipEngine terms of service or any links to or notices of those terms.
- Unless otherwise specified in writing by ShipEngine, ShipEngine does not intend use of the APIs to create obligations under the Health Insurance Portability and Accountability Act, as amended ("HIPAA"), and makes no representations that the APIs satisfy HIPAA requirements. If you are (or become) a "covered entity" or "business associate" as defined in HIPAA, you will not use the APIs for any purpose or in any manner involving transmitting protected health information to ShipEngine unless you have received prior written consent to such use from ShipEngine.
- Use the API to test or analyze another (current or future) API or software product.
b. Confidential Matters.
Developer credentials (such as passwords, keys, and client IDs) are intended to be used by you and identify your API Application. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other API Applications from using your credentials. Developer credentials may not be embedded in open source projects.
Our communications to you and our APIs may contain ShipEngine confidential information. ShipEngine confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without ShipEngine's prior written consent. ShipEngine confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose ShipEngine confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.
a. Content Accessible Through our APIs. Our APIs contain some third party content (such as order information, tracking data, or other information provided by our third party partners). This content may change through action of ShipEngine or through actions, rules and requirements of our third party partners. Content accessible through our APIs may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Your access to the content provided by the API may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy.
b. Submission of Content. Certain content you submit through the APIs may be shared with the third party partners of ShipEngine (for example, to third party carriers, as it relates to shipping and services related to shipping transactions). ShipEngine does not acquire any ownership of any intellectual property rights in the content that you submit to our APIs through your API Application, except as expressly provided in the Terms. For the sole purpose of enabling ShipEngine to provide, secure, and improve the APIs (and the related service(s)), you give ShipEngine a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to Use content submitted, posted, or displayed to or from the APIs through your API Application. "Use" means use, host, store, modify, communicate, and publish. Before you submit content to our APIs through your API Application, you will ensure that you have the necessary rights (including the necessary rights from your end users) to grant us the license.
c. Retrieval of content. When a user's non-public content is obtained through the APIs, you may not expose that content to other users or to third parties without explicit opt-in consent from that user.
d. Data Portability ShipEngine supports data portability. For as long as you use or store any user data that you obtained through the APIs, you agree to enable your users to export their equivalent data to other services or applications of their choice in a way that's substantially as fast and easy as exporting such data from ShipEngine products and services, subject to applicable laws, and you agree that you will not make that data available to third parties who do not also abide by this obligation.
e. Prohibitions on Content. Unless compelled by applicable law, you will not, and will not permit your end users or others acting on your behalf to, do the following with content returned from the APIs:
- Scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
- Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;
- Misrepresent the source or ownership; or
- Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.
7. Branding Items; Attribution
a. Branding Items. "Branding Items" is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive Branding Items of each party. Except where expressly stated, the Terms do not grant either party any right, title, or interest in or to the other party's Branding Items. All use by you of ShipEngine's Branding Items (including any goodwill associated therewith) will inure to the benefit of ShipEngine.
b. Attribution. You agree to display any attribution(s) required by ShipEngine as described in the documentation for the API. ShipEngine hereby grants to you a nontransferable, non-sublicenseable, nonexclusive license while the Terms are in effect to display ShipEngine's Branding Items for the purpose of promoting or advertising that you use the APIs. You must only use the ShipEngine Branding Items in accordance with the Terms and for the purpose of fulfilling your obligations under this Section. You understand and agree that ShipEngine has the sole discretion to determine whether your attribution(s) and use of ShipEngine's Branding Items are in accordance with the above requirements and guidelines.
c. Publicity. You will not make any statement regarding your use of an API which suggests partnership with, sponsorship by, or endorsement by ShipEngine without ShipEngine's prior written approval.
d. Promotional and Marketing Use. In the course of promoting, marketing, or demonstrating the APIs you are using and the associated ShipEngine products, ShipEngine may produce and distribute incidental depictions, including screenshots, video, or other content from your API Application, and may use your company or product name. You grant us all necessary rights for the above purposes.
8. Privacy and Copyright Protection
a. ShipEngine Privacy Policies. By using our APIs, ShipEngine may use submitted information in accordance with our privacy policies.
b. ShipEngine DMCA Policy. We provide information to help copyright holders manage their intellectual property online, but we can't determine whether something is being used legally or not without their input. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you think somebody is violating your copyrights and want to notify us, you can find information about submitting notices and ShipEngine's policy about responding to notices in our Help Center.
a. Termination. You may stop using our APIs at any time with or without notice. Further, if you want to terminate the Terms, you must provide ShipEngine with prior written notice and upon termination, cease your use of the applicable APIs. ShipEngine reserves the right to terminate the Terms with you or discontinue the APIs or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.
b. Your Obligations Post-Termination. Upon any termination of the Terms or discontinuation of your access to an API, you will immediately stop using the API, cease all use of the ShipEngine Branding Items, and delete any cached or stored content that was permitted by the cache header under Section 5. ShipEngine may independently communicate with any account owner whose account(s) are associated with your API Application and developer credentials to provide notice of the termination of your right to use an API.
c. Surviving Provisions. When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 5b, 6, 9, 10 and 11.
10. Liability for our APIs
A. WARRANTIES. NEITHER SHIPENGINE NOR ITS INTEGRATION PARTNERS, SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE APIS. FOR EXAMPLE, WE DON'T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIS, THE SPECIFIC FUNCTIONS OF THE APIS, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE APIS "AS IS".
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.
B. LIMITATION OF LIABILITY. SHIPENGINE, AND ITS INTEGRATION PARTNERS, SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
THE TOTAL LIABILITY OF SHIPENGINE, AND ITS INTEGRATION PARTNERS, SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE APIS (OR, IF WE CHOOSE, TO SUPPLYING YOU THE APIS AGAIN) DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
c. Indemnification. Unless prohibited by applicable law, you will defend and indemnify ShipEngine, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:
- your misuse or your end user's misuse of the APIs;
- your violation or your end user's violation of the Terms; or
- any content or data routed into or used with the APIs by you, those acting on your behalf, or your end users.
11. General Provisions
a. Modification. We may modify the Terms or any portion to, for example, reflect changes to the law or changes to our APIs. You should look at the Terms regularly. We'll post notice of modifications to the Terms within the documentation of each applicable API, to this website, and/or in the ShipEngine developers' console. Changes will not apply retroactively and will become effective no sooner than 30 days after they are posted, unless the change addresses a new function for an API or a legally required change, in which case such changes will be effective immediately. If you do not agree to the modified Terms for an API, you should discontinue your use of that API. Your continued use of the API constitutes your acceptance of the modified Terms.
b. U.S. Federal Agency Entities. The APIs were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.
c. General Legal Terms. We each agree to contract in the English language. If we provide a translation of the Terms, we do so for your convenience only and the English Terms will solely govern our relationship. The Terms do not create any third party beneficiary rights or any agency, partnership, or joint venture. Nothing in the Terms will limit either party's ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Terms, and ShipEngine does not take action right away, this does not mean that ShipEngine is giving up any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The Terms are the entire agreement between you and ShipEngine relating to its subject and supersede any prior or contemporaneous agreements on that subject. For information about how to contact ShipEngine, please visit our contact page.
Except as set forth below: (i) the laws of Texas, U.S.A., excluding Texas' conflict of laws rules, will apply to any disputes arising out of or related to the Terms or the APIs and (ii) ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE APIS WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF TRAVIS, TEXAS, USA, AND YOU AND ShipEngine CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
If you are accepting the Terms on behalf of a United States federal government entity, then the following applies instead of the paragraph above: the laws of the United States of America, excluding its conflict of laws rules, will apply to any disputes arising out of or related to the Terms or the APIs. Solely to the extent permitted by United States Federal law: (i) the laws of the State of Texas (excluding Texas' conflict of laws rules) will apply in the absence of applicable federal law; and (ii) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE APIS, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN TRAVIS COUNTY, Texas.
If you are accepting the Terms on behalf of a United States city, county, or state government entity, then the following applies instead of the paragraph above: the parties agree to remain silent regarding governing law and venue.
The acknowledgement of these Terms by electronic signature will have the same force and effect as if signed by original signature
a. SALES AND VALUE ADDED TAXES. Tax is not collectable on the purchase of postage. If required by applicable law, sales / value added tax (VAT) is charged/collected on non-postage purchases. You are responsible for the payment of all sales, use, VAT, or other taxes owed on products or taxable items utilized regardless of whether such taxes are collected by Provider at the time of purchase.