License Agreement for RICOH Visual Recognition API

Last Updated: September, 2017

This API License Agreement (this “Agreement”), by and between Ricoh Company, Ltd. (“RICOH”), and you (“Developer”), applies to your access to and use of RICOH’s visual recognition application programming interface as made available by RICOH to you in connection with your accepting this Agreement (the “API”), and the content, documentation, code, data and related materials made available by RICOH to you in connection with or through the use of such API (collectively, the “Content”). The Content and API shall collectively be referred to as the “Services.”

When you use the Services, you agree to comply with this Agreement and all applicable laws. This Agreement is a binding contract and is effective as of when you click “Subscribe” (“Effective Date”). If the Services will be used by or on behalf of an organization or company, the individual indicating acceptance of this Agreement represents that he or she has the authority to bind that organization or company to this Agreement, and “you” and “Developer” means that entity.

1. License

a. The License. Subject to Developer’s compliance with the terms and conditions of this Agreement, RICOH grants Developer, a limited, revocable, non-exclusive, non-transferrable, non-assignable, and non-sublicensable license to: (a) use the API to develop, implement, integrate and interface Developer’s own proprietary software application (“Developer’s Application”), as documented in the API documentation; and (b) reproduce, transmit and display the Content provided through Developer’s use of the API on and through the Developer’s Application.

b. Access Credentials. In order to use and access the Services, Developer must obtain Client Credential, API Key and Access Tokens from RICOH (collectively, the “Access Credentials”). To obtain Access Credentials, Developer must, among other requirements, create a Ricoh Account on https://accounts.ricoh.com (“Ricoh Account”). The Access Credentials constitutes RICOH’s Confidential Information. Developer is solely responsible for the security of the Access Credentials, is required to take appropriate measures to safeguard the Access Credentials and shall be responsible for any unauthorized access to the Access Credentials or Developer’s Ricoh Account. Developer may not transfer the Access Credentials to anyone else or allow any other person to use the Access Credentials. Each Developer will be limited to five (5) Client Credentials and five (5) API Keys.

c. API Access Requirement. The Developer’s Application must maintain absolute compatibility with the API in order to be granted access to the Services, including by (i) applying all API updates and maintenance releases provided by RICOH, and (ii) providing, error-free, all functionalities identified as critical by RICOH.

d. Updates and Support. RICOH may, but is under no obligation to maintain, support, update, or provide error corrections for the Services. If RICOH provides Developer with an update or maintenance release for the Services, unless Developer receives a separate license from RICOH for that update or release that expressly supersedes this Agreement, such update or release will be subject to the terms and conditions of this Agreement. Further, Developer will be responsible for implementing such updates or maintenance releases as required pursuant to Section 1(c)(i) above.

2. Term and Termination

a. Term. This Agreement shall commence on the Effective Date and shall continue until terminated by either party in accordance with this Agreement.

b. Termination for Breach. Either party may terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days following written notice from the non-breaching party. Notwithstanding the foregoing, RICOH may terminate this Agreement immediately without notice upon Developer’s breach of Sections 1(a) – (c), 3, 4 or 5.

c. Termination for Convenience. Either party may terminate this Agreement at any time for any reason (i) upon thirty (30) days’ written notice to the other party or (ii) upon immediate notice to the other party during the Trial Period. Developer can provide notice of termination to RICOH by sending a notice to the addresses as specified by RICOH on the RICOH Developer Connection website.

d. Effect of Termination. Upon the expiration or termination of this Agreement, the rights and licenses granted hereunder will automatically terminate, and Developer will immediately cease any use of Services and will return to RICOH or, upon RICOH’s request, delete any Content or Confidential Information. Upon termination, Developer acknowledges and agrees that Developer’s Application may not continue to function and RICOH may delete any data provided by Developer or its end users. Sections 5, 7, and 8 will survive termination of this Agreement.

3. Developer Responsibilities

a. Reverse Engineering. Developer acknowledges and agrees that the Services constitute or contain trade secrets of RICOH and its licensors. Accordingly, Developer agrees not to disassemble, decompile or otherwise reverse engineer the Services, in whole or in part, or permit or authorize a third party to do so.

b. Other Restrictions.

(i) DEVELOPER MAY NOT DISTRIBUTE THE SERVICES ON A STAND-ALONE BASIS, AND DEVELOPER’S APPLICATION MUST PROVIDE MATERIAL FUNCTIONALITY IN ADDITION TO THE SERVICES. Except as implemented within Developer’s Application, Developer may not transfer, sublicense, lease, lend, rent or otherwise distribute the Services to any third party, make the functionality of the Services available to multiple users through any means, including, without limitation, by uploading the Services to a network or file-sharing service or through any hosting, application services provider, service bureau or any other type of services.

(ii) RICOH may require Developer to prominently include the words “Powered by RICOH Developer Connection” in the login page for Developer’s Application (if Developer’s Application does not have a login page, Developer shall include such words in one of the initial screens). Notwithstanding the foregoing, RICOH does not otherwise grant Developer any right to use the RICOH trademarks, service marks, or other branding features.

(iii) Developer may not remove, alter or obscure any copyright or other proprietary notice (or any source identifier) included in or with the Services.

(iv) Developer may only access the Services that RICOH makes available to Developer. Developer agrees that the Services may change at any time (or from time to time).

(v) RICOH reserves the right to limit the number of periodic API calls Developer is allowed to make pursuant to the limitations set forth on the RICOH Developer Connection website or in the relevant API documentation. Notwithstanding the foregoing, Developer must also abide by any other limitations on access, calls, and use of the Services (such as rate limiting) that are set by RICOH (such limitations are set forth in the relevant documentation or will be otherwise communicated to Developer). Developer may not attempt to circumvent those rate limits without RICOH’s prior written consent. If Developer exceeds these rate limits (or RICOH believes that Developer has attempted to do so) Developer’s ability to access the Services and/or use the Services may be temporarily or permanently blocked. RICOH may monitor Developer’s access and use of the Services to ensure Developer’s compliance with this Agreement.

(vi) Developer may not (and will not attempt to) interfere, by-pass, or disable any features or functionality that is embedded or included with the Services, including the reporting of any data, usage statistics or other information regarding Developer’s access and use of the Services.

(vii) Developer may not use or access the Services for purposes of monitoring the availability, performance or functionality of RICOH’s services or for any other benchmarking or competitive purposes.

(viii) Use the Content with the intent to design, build, promote or augment any service competitive to the Services.

(ix) Developer may not use, copy, modify or distribute the Services for any purpose other than as expressly permitted herein. The use of certain Services may be subject to additional terms and conditions, which will be posted with the Services in question.

(x) Developer may not use the Services in any unlawful manner, for any illegal purpose, or in any manner inconsistent with this Agreement (or applicable laws).

(xi) Developer will ensure that the Developer Application, and Developer’s promotion, distribution, and use thereof, do not infringe or violate any third-party rights nor violate any applicable laws or regulations.

(xii) Developer will ensure that users of Developer’s Application do not provide through Developer’s Application photos, movies or any other content that: (a) violates any applicable laws or regulations; (b) infringes any third-party rights; (c) is defamatory, threatening or harassing; (d) depicts sexually explicit content, pornography or any other content not appropriate for general audiences; or (e) contains or distributes any malware or other programs that may interfere with RICOH’s systems. Developer may not provide any data or information from users of Developer’s Application to RICOH unless Developer represents and warrants that such data or information is accurate and that Developer has all rights necessary to provide such data or information to RICOH, and for RICOH to use it.

4. Trial Period; Fees

RICOH agrees to make the Services available to Developer at no charge during a limited trial period ending on the date as posted on the RICOH Developer Connection website (the “Trial Period”). RICOH may extend the Trial Period by posting a notice of extension on the RICOH Developer Connection website prior to the end of the Trial Period. Developer will not be charged any fees for using the Services during the Trial Period. After the Trial Period, RICOH will not charge Developer any fees until Developer subscribes to the fee-based plan as described on the RICOH Developer Connection website. By selecting a fee-based plan on the RICOH Developer Connection website, Developer agrees to pay the applicable fees for the access and use of the Services, and RICOH will charge Developer’s account thereafter until Developer cancels. Developer will not receive a refund for any partial cancellation. These fees can change at any time.

5. Data and Confidentiality

a. Intellectual Property Ownership. Developer shall own all right, title and interest in Developer’s Application (except to the extent it implements or embodies the Services). The Services are licensed, not sold, and RICOH or its licensors own all right, title and interest in the Services, and all other software and materials that provide the Services. If Developer provides RICOH with any feedback regarding the Services, RICOH may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. Nothing herein shall be interpreted to provide Developer any rights in the Services except the limited license to use the Services as set forth herein. RICOH reserves all rights in the Services not expressly granted to Developer in this Agreement.

b. Developer Data. RICOH will collect the following information from Developer in connection with Developer’s use of the Services: (i) an API log; (ii) duration of each streaming session; (iii) end user’s usage data, including but not limited to, unique identifier, associated IP address and connection status and (iv) Developer’s responses to the RICOH web-based questionnaires regarding Developer’s intended use of the Services (the “Developer Use Data”). RICOH shall have the right to use such Developer Use Data for RICOH’s business purposes, including without limitation, for marketing and system operation purposes and to improve the Services, both during the Term and beyond. RICOH’s right under this section shall include the right to grant its subcontractors to use the Developer Use Data for the purposes of pursuing RICOH’s business.

c. Confidential Information. Developer may be given access to certain non-public information, software and/or specifications relating to the Services (“Confidential Information”), which is confidential and proprietary to RICOH. Developer may use this Confidential Information only as necessary in exercising Developer’s rights granted in this Agreement. Developer may not disclose any of this Confidential Information to any third party without RICOH’s prior written consent. Developer agrees to protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that it would use to protect Developer’s own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

d. Open Source. The use, reproduction and distribution of components of the Services licensed under a third-party license (including, without limitation, any open source software licenses) are governed solely by the terms of that third-party license and not this Agreement. Developer shall abide by all such third-party licenses. The third-party license may be indicated in the license, notice, or readme files distributed with the applicable Services or other materials or in related documentation.

e. End User Privacy. Developer’s use of the Services in the Developer’s Application may allow Developer to collect information, including personally identifiable information, such as, without limitation, photos, videos, or movies from end users of the Developer’s Application (collectively, the “Personal Information”). DEVELOPER AGREES TO PROTECT THE PRIVACY AND LEGAL RIGHTS OF THE END USERS OF DEVELOPER’S APPLICATION AND AS SUCH DEVELOPER SHALL MAKE USERS AWARE OF THE INFORMATION (INCLUDING, BUT NOT LIMITED TO, THE PERSONAL INFORMATION) COLLECTED OR OTHERWISE ACCESSED BY THE DEVELOPER’S APPLICATION BY POSTING A LINK TO A PRIVACY POLICY IN THE DEVELOPER’S APPLICATION.

f. NOTIFICATION TO USERS. DEVELOPER MUST PROVIDE LEGALLY ADEQUATE PRIVACY NOTICE AND PROTECTION FOR USERS AND IF THE DEVELOPER’S APPLICATION STORES PERSONAL OR SENSITIVE INFORMATION PROVIDED BY USERS, IT MUST DO SO SECURELY AND IN ACCORDANCE WITH ALL APPLICABLE LAWS CONCERNING PRIVACY AND DATA PROTECTION. DEVELOPER MUST ALSO INFORM USERS IN THE PRIVACY POLICY WHAT INFORMATION DEVELOPER WILL USE, WHO WILL BE ABLE TO USE SUCH INFORMATION (INCLUDING, WITHOUT LIMITATION, RICOH AND ITS SUBCONTRACTORS) AND WHO PROCESSES THE INFORMATION. DEVELOPER’S APPLICATION THAT PROCESSES IMAGES, SUCH AS, WITHOUT LIMITATION, PHOTOS, VIDEOS, OR MOVIES, MUST INCLUDE A NOTICE THAT THE END USER MUST OBTAIN CONSENT FROM ANY INDIVIDUAL WHOSE IMAGE WILL BE PROCESSED BY DEVELOPER’S APPLICATION.

g. Compliance with Privacy Laws. Developer shall only use the Services and Personal Information and write applications only for purposes that are permitted by (i) this Agreement and (ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions concerning privacy and data protection (including any laws regarding the export of data or software to and from the United States or other relevant countries).

h. Users’ Personal Information. Developer represents and warrants that: (i) Developer’s collection and use of users’ Personal Information through the Developer’s Application will be only as authorized by Developer’s users; (ii) Developer will comply with Developer’s privacy policy (which must be no less strict than RICOH’s privacy policy available at https://api.ricoh/privacy/; and (iii) Developer’s privacy policy and privacy practices will comply with all applicable laws, rules and regulations.

i. RICOH’S USE OF DATA. DEVELOPER GRANTS TO RICOH, INCLUDING ITS SUBSIDIARIES, JOINT VENTURES, OR OTHER COMPANIES UNDER A COMMON CONTROL (THE “AFFILIATES”), AND WILL OBTAIN AND MAINTAIN ALL RIGHTS NECESSARY FOR RICOH AND ITS AFFILIATES TO USE THE DEVELOPER USE DATA, USER’S INFORMATION AND PERSONAL INFORMATION FOR THE PURPOSES OF: (I) PROVIDING AND IMPROVING THE SERVICES; AND (II) IMPROVING OTHER RICOH PRODUCTS AND SERVICES, BOTH DURING THE TERM AND BEYOND, TO THE EXTENT POSSIBLE IN ACCORDANCE WITH ALL APPLICABLE LAWS CONCERNING PRIVACY AND DATA PROTECTION.

6. Acknowledgment of Beta Services

Developer acknowledges and agrees that: (a) the Services are in beta form and have not been made commercially available by RICOH; (b) the Services may not operate properly, be in final form or fully functional and may contain errors, design flaws or other problems; (d) it may not be possible to make the Services fully functional; (e) the information obtained using the Services may not be accurate; (f) use of the Services may result in unexpected results, loss of data or communications or other unpredictable damage or loss; (g) RICOH is under no obligation to release a commercial version of the Services; and (h) RICOH has the right unilaterally to abandon development of the Services, at any time and without any obligation or liability to Developer. Developer assumes all risk arising from use of the Services, including, without limitation, the risk of corruption or loss of data, information or content.

7. Indemnification; Disclaimer; Limitation of Liability

a. Indemnification. Developer represents and warrants it has the necessary power and authority to enter into this Agreement and that Developer will comply with the terms and conditions of this Agreement. Developer will indemnify, defend (or settle) and hold RICOH harmless from any claims, actions, damages, losses, liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of or in connection with: (i) Developer’s use of the Services; (ii) Developer’s Application (including, without limitation, any allegation that Developer’s Application violates a third party’s copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy); or (iii) Developer’s breach of this Agreement. RICOH reserves the right to retain counsel, at its own expense, to participate in the defense and settlement of any Claim.

b. Warranty Disclaimer. Developer assumes all responsibility and risk of use of the Services. The Services are provided “AS IS” on an “AS AVAILABLE” basis without warranty or condition of any kind. RICOH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. RICOH is not responsible or liable (and makes no representation or warranty) for the accuracy, content, completeness, legality, reliability, or availability of the Services.

c. Limitation of Liability. RICOH’S TOTAL LIABILITY TO DEVELOPER FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED FIFTY DOLLARS OR THE TOTAL AMOUNTS ACTUALLY PAID BY DEVELOPER FOR ITS USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DAY WHEN THE CAUSE OF ACTION ARISES, WHICHEVER IS GREATER. TO THE EXTENT PERMITTED BY LAW, RICOH WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THESE LIMITATIONS ARE INTENDED TO APPLY EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

8. Miscellaneous

a. Press Release. RICOH may issue a mutually agreed upon press release and may include Developer’s name in RICOH’s list of customers that RICOH provides to its then-current or prospective customers. Additionally, RICOH has the right to use the name and logo of Developer on the RICOH Developer Connection website and in RICOH’s marketing materials to identify Developer as a user of the Services. Except as expressly set forth in Section 3(b)(ii), nothing in this Agreement gives Developer a right to use any of RICOH’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

b. Governing Law and Venue. This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to any conflict of laws provisions. Any action arising from or related to this Agreement shall exclusively be resolved either (i) in any state small claims court having jurisdiction over the matter; or otherwise (ii) through mandatory, binding arbitration conducted by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Developer may bring a claim against RICOH only in its individual capacity, and shall not bring a claim as a plaintiff or class member in any purported class or representative action or arbitration. No claim or litigation may be brought regarding this Agreement or relating to the Services more than two (2) years after the cause of action has arisen.

c. Subcontracting. RICOH may delegate or subcontract the Services. Developer may not subcontract any of its obligations under this Agreement without the prior written consent of RICOH. If RICOH provides consent, Developer will remain responsible and liable for the subcontractor’s compliance with this Agreement and performance hereunder. RICOH may require Developer to remove or replace any subcontractor(s) whose performance is deemed unacceptable to RICOH. Developer will ensure that all its subcontractors who provide services under this Agreement are made aware of the terms and conditions of this Agreement.

d. Assignment. Developer may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without RICOH’s express prior consent. Any attempt to assign or transfer this Agreement, without such consent, will be void. RICOH may freely assign this Agreement or any rights or obligations hereunder. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

e. Notices. All notices to the Developer under this Agreement will be provided in electronic form to the email address registered by the Developer during the Developer’s registration, and in each instance will be deemed given and received by the Developer when the email is sent. All notices to RICOH must be in writing and sent to the addresses as specified by RICOH on the RICOH Developer Connection website.

f. Modifications. RICOH reserves the right to amend or modify the terms of this Agreement at any time. Such modifications shall become effective immediately upon the posting thereof. You are responsible for reviewing this Agreement on a regular basis to keep yourself apprised of any changes. If you do not agree to the revised terms and conditions, your sole recourse is to immediately cease all use of the Services. Your continued access or use of the Services will constitute your acceptance of the revised Agreement.

g. Entire Agreement/Severability. This Agreement constitutes the entire agreement between the parties with respect to this subject matter and supersedes and merges any prior proposals, understandings and contemporaneous communications. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.

IF YOU AGREE TO THE FOREGOING TERMS AND CONDITIONS AND DESIRE TO INSTALL AND USE THE SERVICES, PLEASE CLICK “SUBSCRIBE”. BY CLICKING “SUBSCRIBE” WHERE SUCH OPTION IS PRESENTED TO YOU, OR BY YOUR CONTINUED USE OF THE SERVICES FOLLOWING OUR PUBLICATION OF A CHANGE NOTICE, REVISED TERMS AND CONDITIONS, OR REVISED DOCUMENTATION OR ANY POSTING OF SUCH ON THE RICOH WEBSITE, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, FULLY UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.