[This Application Programming Interface License Agreement (this "Agreement") applies to your use of Formlabs APIs (as defined below). By accessing or using the Formlabs APIs, you agree to the terms of this Agreement and to comply with any additional documentation accompanying the Formlabs APIs. You represent and warrant that you have the authority to accept this Agreement on behalf of yourself, a company, and/or other entity, as applicable. We may change, amend, or terminate this Agreement at any time. Your use of the Formlabs APIs after any such change or amendment means you agree to the new Agreement. If you do not agree to the new Agreement or if we terminate this Agreement, you must stop using the Formlabs APIs.]{.mark}
"Application" refers to the software application, website, tool, service, or product you create or offer to your customers integrating the Formlabs APIs.
"Formlabs," "we," "us," and "our" refer to Formlabs Inc.
"Formlabs APIs" refers to means (i) any form of application programming interface that Formlabs makes available which provides access to a Formlabs Offering, including all associated tools, elements, components and executables therein, (ii) any Formlabs sample code that enables interactions with a Formlabs Offering, and (iii) documentation that Formlabs makes available to help enable your access to the Formlabs APIs.
"Formlabs Offering" refers to any Formlabs software made available to you in connection with the Formlabs APIs, including PreFormServer, Dashboard, and Fleet Control.
"You," and "your" refer to the person accessing or using the Formlabs APIs.
Subject to the terms and conditions of this Agreement, Formlabs hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use and access Formlabs APIs to develop, test, and support your Application and allow your customers to use your integration of the Formlabs APIs within your Application. Formlabs hereby reserves all rights not expressly granted to you under this Agreement. Without limiting the foregoing, all rights granted to you under this Agreement are subject to Formlabs's reserved rights in the Formlabs APIs.
Restrictions
You shall not (i) use Formlabs APIs in a way that infringes, misappropriates, or violates any person's rights, including intellectual property rights; (ii) use the Formlabs APIs or allow any user to use the Application in a way that violates applicable law, (iii) reverse assemble, reverse compile, decompile, translate, or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of Formlabs APIs or Formlabs Offering; (iv) use Formlabs APIs to develop products or services that compete with those of Formlabs, including the Formlabs Offering; (v) sell or otherwise distribute any Formlabs Offering on a stand-alone basis; (vi) buy, sell, or transfer Formlabs APIs without Formlabs' prior consent; (vii) use the Formlabs APIs for any purpose or in any manner involving the transmission of protected health information to Formlabs; (viii) interfere with or disrupt the Formlabs APIs or the servers or networks providing the Formlabs APIs; (ix) use Formlabs APIs in a way that could impair, harm or damage Formlabs, the Formlabs APIs, any Formlabs Offering, or anyone's use of the Formlabs APIs APIs or any Formlabs Offerings; ix) use the Formlabs APIs 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 Formlabs APIs; (xi) use the Formlabs APIs, or any data obtained using the Formlabs APIs, to identify, exploit or publicly disclose any potential security vulnerabilities; or (xii) perform any action with the intent of introducing to Formlabs products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
Formlabs API Limitations
Formlabs may set and enforce limits on your use of the Formlabs 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. You agree to, and will not attempt to circumvent, such limitations.
Non-Exclusivity
You acknowledge that Formlabs and other Formlabs API users may develop products or services that may compete with the Applications or your other products or services.
Monitoring
YOU AGREE THAT FORMLABS MAY MONITOR YOUR USE OF THE FORMLABS APIS TO ENSURE QUALITY, IMPROVE FORMLABS PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. This monitoring may include Formlabs accessing and using your Application, such as to identify security issues that could affect Formlabs or its customers. You will not interfere with this monitoring and Formlabs may use any technical means to overcome such interference. Formlabs may suspend access to the Formlabs APIs without notice if we reasonably believe that you are in violation of this Agreement.
Updates
You acknowledge that Formlabs may update or modify the Formlabs APIs and Formlabs Offering from time to time and at our sole discretion (in each instance, an "Update"). Updates may adversely affect how your Application communicates with the Formlabs APIs. You are required to make any changes to your Application that are required as a result of such Update at your sole cost and expense. To the extent that you are provided with a Formlabs Offering in binary form, you agree to promptly install all Updates to such Formlabs Offering in your Application. Any Update that is considered a critical patch, in Formlabs' sole determination, must be installed within 30 days. You will be notified of all Updates through https://support.formlabs.com/s/article/Formlabs-API-downloads-and-release-notes (the "Formlabs API Release Page'). You are responsible for regularly checking the Formlabs API Release Page for any Updates. Your continued use of the Formlabs APIs following an Update constitutes binding acceptance of the Update.
End-User License Agreement
You agree that any sale, transfer, or other distribution of your Application will be subject to an end-user license agreement that contains terms and conditions that are at least as protective of Formlabs's intellectual property rights in Formlabs APIs and Formlabs Offering as the terms and conditions of this Agreement. You agree that you will not guarantee any print outcomes in your end-user license agreements or other agreements or communications with end users, including part accuracy, part quality, print success, or compliance with the end user's part specifications.
Intellectual Property Ownership
You acknowledge that, as between you and Formlabs, (a) Formlabs owns all right, title, and interest, including all intellectual property rights, in and to the Formlabs APIs, the Formlabs Offering, and the Formlabs Marks and (b) you own all right, title, and interest, including all intellectual property rights, in and to your Applications, excluding the aforementioned rights in the preceding clause. You will use commercially reasonable efforts to safeguard the Formlabs APIs, Formlabs Offering, and Formlabs Marks from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the Formlabs API, Formlabs Offering, and Formlabs Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights.
Trademarks
Subject to the terms and conditions of this Agreement, Formlabs hereby grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to display Formlabs' trade names, trademarks, and logos (collectively, the "Formlabs Marks") solely for the purpose of promoting or advertising your integration of the Formlabs APIs in your Application. In using the Formlabs Marks, you must follow Formlabs' then-current trademark usage guidelines as made available to you and which may be amended by Formlabs from time to time in its sole discretion. Other than as expressly granted herein, nothing will grant to you any right in or title to the Formlabs Marks and all goodwill associated with the Formlabs Marks will inure solely to the benefit of Formlabs. Formlabs reserves the right to modify the Formlabs Marks or substitute alternative marks for any or all of the Formlabs Marks at any time. You agree not to challenge or assist others to challenge the Formlabs Marks or the registration thereof or attempt to register any trademarks, service marks, trade names, or logos confusingly similar to the Formlabs Marks. You understand and agree that Formlabs has the sole discretion to determine whether your use of the Formlabs Marks is in accordance with the above requirements and guidelines.
Publicity
You will not make any statement regarding your use of the Formlabs APIs which suggests partnership with, sponsorship by, or endorsement by Formlabs without Formlabs' prior written approval.
In the course of promoting, marketing, or demonstrating the Formlabs APIs you are using and the associated Formlabs products and services, Formlabs may produce and distribute incidental depictions, including screenshots, video, or other content from your Application, and may use your company or product name. You grant us all necessary rights for the above purposes.
Suggestions
You may, from time to time, provide suggestions, techniques, know-how, comments, feedback, or other input to Formlabs with respect to Formlabs APIs or Formlabs Offering (collectively, "Suggestions"). No Suggestion shall, absent a signed, written agreement with Formlabs, create an obligation of confidentiality for Formlabs. Except as otherwise set forth in a separate, subsequent written agreement between the parties, Formlabs shall be free to use, disclose, reproduce, license, or otherwise distribute and exploit each Suggestion as it sees fit, entirely without payment, obligation, or restriction of any kind.
Open Source Software
Some of the software required by or included in the Formlabs APIs may be offered under an open source license. Open source licenses constitute separate written agreements. If required under the Open source license, the applicable open source software is listed in the documentation for the Formlabs APIs.
U.S. Government Rights
The Formlabs APIs are 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 U.S. federal government or any contractor thereof, you receive only those rights with respect to the Formlabs APIs 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 U.S. federal government licensees and their contractors.
You shall comply with and shall ensure that each Application complies with all applicable laws. You shall promptly provide Formlabs with copies of all communications with any governmental, regulatory, or industry authority relating to Formlabs APIs or the Licensed Products.
Your use of the Formlabs APIs shall be governed by the terms of Formlabs Privacy Policy, which is hereby incorporated by reference.
FORMLABS APIS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. FORMLABS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO YOUR USE OF THE FORMLABS APIS. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE FORMLABS APIs IS AT YOUR OWN RISK. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, FORMLABS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE MANNER, AND NON-INFRINGEMENT. FORMLABS DOES NOT GUARANTEE THE FORMLABS APIs WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE FORMLABS APIS MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. FORMLABS DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION, ERRORS IN FUNCTIONING, OR RESULTING DATA LOSS.
To the fullest extent permitted by law, Formlabs will not be liable under this Agreement for any consequential, incidental, indirect, exemplary, special, punitive, or enhanced damages, whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not you have been advised of the possibility of such damages. Formlabs' entire liability under this Agreement shall be limited in the aggregate to $100.00 USD.
You shall indemnify, defend, and hold harmless Formlabs and its affiliates, officers, directors, employees, agents, successors, and assigns (each, an "Indemnified Party"), from and against all losses arising out of or in connection with any third party claim, suit, action, or proceeding (each, a "Third-Party Claim") relating to (i) your breach of the terms of this Agreement or any documentation accompanying the Formlabs APIs, (ii) your violation of applicable law, (iii) any content or data routed into or used with the Formlabs APIs by you or your end users, or (iv) your Application.
You may stop using the Formlabs APIs at any time with or without notice. Formlabs reserves the right to terminate this Agreement or discontinue the Formlabs APIs or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.
Upon any termination of this Agreement or discontinuation of your access to the Formlabs APIs, you will immediately stop using the Formlabs APIs and the Trademarks.
Assignment
You will not assign, transfer, or delegate your rights or obligations under this Agreement (in whole or in part) without Formlabs' prior written consent. Any attempted assignment, transfer, or delegation in violation of the foregoing shall be null and void.
Independent Contractors
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other forms of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has the authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties hereto and their respective successors and assigns and nothing herein, express or implied, is intended to or will confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
Entire Agreement
This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
Severability
If any term of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement. Upon a determination that any term is invalid, illegal, or unenforceable, the term shall be construed so as to effect the original intent of the parties as closely as possible.
Governing Law; Arbitration
To the maximum extent permitted by law, this Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to Massachusetts' conflict of law rules. If we ever have a disagreement arising out of or relating to this agreement, or any alleged breach, it will be resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Equitable Relief
You acknowledge that a breach by you of this Agreement may cause Formlabs irreparable harm, for which an award of damages would not be adequate compensation. In the event of such a breach or threatened breach, Formlabs will be entitled to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court, and you hereby waive any requirement for the securing or posting of any bond. These remedies will not be deemed exclusive but are in addition to all other remedies available under this Agreement at law or in equity.