Re: eBay Developers Program - New API License Notification

[BJ Freeman]

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for those using the ebay component in ofbiz

[hidden email] sent the following on 2/27/2009 4:21 PM:
>                        
>
> eBay Developers Program Member:
>
> This message is to notify you of important changes to the eBay API License
> Agreement which is now called the eBay Developers Program & API License
> Agreement ("Amended Agreement"). In addition to reorganizing and
simplifying the
> content of the agreement, we have clarified permitted uses and privacy
> requirements and changed a number of terms. To more efficiently manage the
> Developers Program worldwide, we've revised local terms to create a single
> global contract in U.S. English that will govern our relationship with
> developers in all countries.
>
> Please make sure you read through and understand the Amended Agreement
because
> it affects your rights and obligations. You can find the Amended
Agreement below
> or click on the following: Amended Agreement
> <http://developer.ebay.com/join/licenses/individual>. To find the current,
> unamended Agreement, please click on the following: Current Agreement
> <http://developer.ebay.com/join/licenses/individual-old>.
>
> The Amended Agreement becomes effective thirty days from today on March
28,
> 2009. If any term in the Agreement is unacceptable to you, you must
terminate
> this Agreement and your access to the developer program tools and the
API by
> sending a termination notice to [hidden email]
> <mailto:[hidden email]> before March 28, 2009.
>
> *By using any of the developer program tools or the API after March 28,
2009,
> you are representing and warranting that you understand and agree to
the Amended
> Agreement.*
>
> Thank you,
>
> eBay Developer Relations
>
> *EBAY DEVELOPERS PROGRAM & API LICENSE AGREEMENT*
>
> Thank you for your interest in the eBay Developers Program, which
allows you to
> build applications that use content from and interact with eBay-branded
> marketplaces around the world. Because we are committed to protecting
our users
> and our sites and services, we require you to abide by the following terms
> governing your participation in the eBay Developers Program and your
use of the
> eBay API, this eBay Developers Program & API License Agreement
("*Agreement*").
> *IF YOU DISAGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, EBAY DOES NOT
GRANT
> YOU A LICENSE TO USE THE DEVELOPERS PROGRAM TOOLS OR THE API.* If you
reside in
> the United States, your contract is with eBay Inc. If you reside
outside of the
> United States, your contract is with eBay International AG. By
accepting this
> Agreement, you are representing and warranting that you have the
authority to
> bind the party being issued an Access Key (defined below) and you and
that party
> are collectively referred to as "*you*" or "*your*" in this Agreement.
>
> *1    DEFINITIONS*
>
> *1.1    Access Keys* means the confidential security keys provided by
eBay to
> you for your use of the API, including the developer ID, certificate
ID, and
> application ID.
>
> *1.2    Application* means the software application, website or other
interface
> that you develop, own or operate to interact with the API.
>
> *1.3    Developers Program Tools* means the eBay Application Programming
> Interface (API) and all other tools and information made available to
you at
> developer.ebay.com <http://developer.ebay.com> and other related eBay
Developers
> Program sites.
>
> *1.4    eBay Content* means all of the information stored in and
retrieved from
> eBay databases. eBay Content does not include information that you obtain
> independent of eBay and the API.
>
> *1.5    eBay Site* means any one or all of the following: www.ebay.com
> <http://www.ebay.com/> and all international versions of www.ebay.com
> <http://www.ebay.com/> that are owned, operated, and controlled by eBay
Inc. or
> its subsidiaries (for example, www.ebay.de <http://www.ebay.de/>,
www.ebay.co.uk
> <http://www.ebay.co.uk/>, etc.).
>
> *1.6    eBay User* means any person who accesses any page on any eBay Site.
>
> *1.7    eBay User Agreement* means the terms and policies on which eBay
offers
> its services to eBay Users, currently available through links on the
homepages
> of eBay Sites and incorporated herein by this reference.
>
> *1.8    Your Users* means end-users of your Application, your service
providers,
> and anyone who sublicenses your Application.
>
> *2    DEVELOPERS PROGRAM CONDITIONS*
>
> *2.1    Participation in the Developers Program.* The eBay Developers
Program is
> a set of APIs and tools that allows you to create Applications to
access and/or
> interact with eBay, Content, eBay Sites and services. Participation in the
> Developers Program gives you access to eBay's Developers Program Tools.
These
> tools allow you to access eBay-branded sites and services and eBay
Content, to
> develop Applications that integrate with or facilitate the use of
eBay's sites
> and services.
>
>     *2.1.1    Permitted Uses.* Your use of the eBay Developer Program
Tools is
>     permitted only for the purpose of facilitating your own or Your
Users' use
>     of eBay's sites and services. Examples of permitted uses of the
tools would
>     be to create Applications that:
>
>         * promote eBay by displaying eBay listings in your Application (for
>           example, widgets and search tools)
>         * allow eBay Users to search for and browse eBay listings with
>           customized interfaces
>         * allow eBay Users to bid on or buy items in eBay listings
>         * allow eBay Users to administer My eBay (for example, change
contact
>           details or administer My Messages)
>         * notify eBay Users when they are outbid or won an item
>         * allow eBay Users to list items and manage their listings (for
example,
>           dashboards that track activity, payments, transactions or
feedback)
>         * allow eBay Users to manage inventory, billing and customer
service for
>           their buyers
>         * integrate inventory management systems, customer-relationship
>           management software and other seller functionality with
eBay's services
>         * if expressly authorized by eBay in writing, enable research in
>           anonymized historical data
>
>     *2.1.2    Application Guidelines*. You may develop, display or
distribute
>     Applications that interact with the API. You agree that you are solely
>     responsible for the Applications that you develop and Applications must
>     comply with the requirements available at
>     http://developer.ebay.com/support/certification/, incorporated
herein by
>     this reference.
>
> *2.2   * API License
>
>     *2.2.1    Using the API.* As part of your participation in the
Developers
>     Program and subject to this Agreement, eBay grants you a non-exclusive,
>     non-transferable, and non-sublicensable (except as expressly permitted
>     herein) license to use the API solely to do the following and
subject to the
>     restrictions set forth in this Agreement:
>
>         2.2.1.1    Enable your Application to interact with eBay's
databases
>         (for example, the eBay public database and the eBay Sandbox) to
retrieve
>         information necessary to facilitate your own or Your Users use
of eBay
>         Sites and services through your Application;
>
>         2.2.1.2    Make limited intermediate copies of eBay Content only as
>         necessary to perform an activity permitted under this
Agreement. You
>         will delete all intermediate copies when they are no longer
required for
>         the purpose for which they were created;
>
>         2.2.1.3    Rearrange or reorganize eBay Content within your
Application;
>
>         2.2.1.4    Display eBay Content consistent with this Agreement
and the
>         API Logo Usage Requirements (defined in Section 2.3); and
>
>         2.2.1.5    Use, display or modify eBay Content as expressly
authorized
>         by an authenticated eBay User.
>
>     *2.2.2    Access Keys.* eBay will provide you with Access Keys that
permit
>     you to access eBay's databases. The Access Keys are the property of
eBay and
>     may be revoked if you share them with any third party (other than
as allowed
>     under this Agreement), if they are compromised, if you violate any
term of
>     this Agreement, or if eBay terminates this Agreement.
>
>     *2.2.3    API Call Limitations.* The number of API calls you will be
>     permitted to make during any given period may be limited. eBay will
>     determine call limits based on various factors, including the ways your
>     Application may be used or the anticipated volume of use associated
with
>     your Application. eBay may, in its sole discretion, charge you for
API calls
>     that exceed the call limits or terminate your access to the API in
>     accordance with Section 14.2. Unused API calls will not roll over
to the
>     next day or month, as applicable.
>
> *2.3    Developers Program Logos.* eBay grants you a non-exclusive
license to
> display certain logos as set forth in the "*API Logo Usage Requirements*
> <https://developer.ebay.com/join/licenses/apilogousage>" available at
> https://developer.ebay.com/join/licenses/apilogousage, incorporated
herein by
> this reference. You must display logos in accordance with the API Logo
Usage
> Requirements. eBay has final approval over the placement of API logos
on your
> Application and may terminate this trademark license at any time for
any reason
> and you must remove the logo(s) immediately. eBay may update the API
logos from
> time to time, and you will display the current logo.
>
> *2.4    Certification.* In its discretion, eBay may require or offer
> Certification for certain Applications. Certification will consist of
> confirmation by eBay or an independent third party it designates that your
> Application's technology complies with a particular set of eBay's
guidelines.
> You will be responsible for all costs associated with Certification and
any
> modifications necessary to meet the Certification criteria and you will
not be
> permitted to access the public database in certain cases until
Certification is
> complete. Future modifications of your Application or your use or
display of the
> eBay Content are subject to re-Certification, if applicable. If eBay
requires
> Certification, failure by you to maintain Certification is cause for
immediate
> termination of this Agreement.
>
> *3    EBAY CONTENT*
>
> *3.1    Using and Displaying eBay Content.* Display of eBay Content is
permitted
> only within your Application. You may use and display eBay Content only in
> accordance with the following guidelines:
>
>     *3.1.1    Authentication.* If your Application will enable Your
Users to
>     interact with eBay Sites and services in a way that requires sign-in to
>     their eBay accounts (for example, bidding, buying, listing or
access to My
>     eBay), you may provide this access only after "*Authentication*" which
>     occurs when an eBay User grants the Application access to that eBay
User's
>     eBay Content via an eBay-controlled sign-in and consent page.
>
>     *3.1.2    Public Display.* You may display eBay Content that any
eBay User
>     makes publicly available on the eBay Site to everyone during the
time that
>     such eBay Content is publicly available to promote eBay and enable Your
>     Users to search and browse listings ("*Public Display*"). When the eBay
>     Content is no longer publicly available, you must delete it from your
>     Application. For example, when an eBay User ID is publicly available in
>     connection with a listing on the eBay Site, you may display the
eBay User ID
>     through your Application; but if and when that eBay User ID is no
longer
>     viewable in connection with the listing or is otherwise anonymized,
you may
>     no longer display the eBay User ID in a Public Display of the listing.
>
>         3.1.2.1    eBay Content in a Public Display may not be
co-mingled or
>         combined with the content of any third party. All eBay Content
must be
>         segregated from non-eBay content (for example, third-party
listings or
>         other non-eBay information) and visually separated from
non-eBay Content
>         (for example, with lines or color changes).
>
>         3.1.2.2    eBay Content that is available only to a registered
eBay User
>         after signing in to eBay account may only be displayed to that user
>         after Authentication. Such eBay Content may not be used for Public
>         Display without the explicit consent of the data subject.
>
>     *3.1.3    Age of Listings.* Displayed item listing information may
not be
>     more than six hours older than information displayed on the eBay
Site, and
>     other eBay Content must be no more than twenty-four hours older
than content
>     displayed on the eBay Site. If your displayed item listing is not
as current
>     as the listing on the eBay Site, you will disclose on your
Application how
>     much older your displayed item listing is than the same listing on
eBay.
>
>     *3.1.4    Derivative Information.*
>
>         3.1.4.1    You must have eBay's express written permission to
use or
>         display eBay Content in any way that enables derivation of any
of the
>         following information:
>
>             3.1.4.1.1    Any site-wide statistics across eBay Sites or
within
>             any eBay Site;
>
>             3.1.4.1.2    Take-up rates for enhanced listings (for example,
>             gallery, featured, category featured, etc.);
>
>             3.1.4.1.3    The gross merchandise sales of any eBay Sites or
>             services, or other statistics relating to the performance
(financial
>             or otherwise) of any eBay Site or service; or
>
>             3.1.4.1.4    Average selling price or gross merchandise
sold for any
>             eBay category.
>
>         3.1.4.2    You must have eBay's express written permission to
use or
>         display eBay Content in any way that enables derivation of the
following
>         information (other than an Authenticated eBay User's access to
his or
>         her own information):
>
>             3.1.4.2.1    Information relating to specific eBay Users or
types of
>             eBay Users;
>
>             3.1.4.2.2    Conversion, completion or success rates; or
>
>             3.1.4.2.3    Reserve auction information.
>
>     *3.1.5    Framed Content.* Unless expressly permitted by eBay, you
will not
>     frame (divide the browser display area into separate sections, each
of which
>     constitutes a different web page) any web page served by eBay servers.
>
>     *3.1.6    eBay Listings.* If your application will display eBay
listings for
>     buyers to bid on or purchase, your application must display at a
minimum all
>     information that is legally required under applicable laws and
regulations.
>
> *3.2   * Protecting User Privacy
>
>     *3.2.1    Collecting and Using Personal Information.* Your
participation in
>     the Developers Program and your use of the Developers Program Tools may
>     allow you to collect Personal Information from and about eBay Users.
>     "*Personal Information*" is any information pertaining to a directly or
>     indirectly identifiable individual. It may include information that you
>     collect directly from users in connection with your Application and
>     information that is included in the eBay Content, or that you otherwise
>     receive from eBay, about Your Users or other eBay Users and their
trading
>     activities.
>
>         3.2.1.1    You will delete Personal Information when it is no
longer
>         necessary for your performance of the Agreement or when you
cease to
>         participate in the Developers Program. This provision does not
apply to
>         information you collect directly from Your Users, unrelated to
the eBay
>         site and services.
>
>         3.2.1.2    You will not under any circumstances collect or
store eBay
>         User IDs and passwords.
>
>     *3.2.2    Compliance with Privacy Laws.* At all times, your
Application and
>     your use of the Developers Program Tools and eBay Content will
comply with
>     all applicable laws, regulations and best practices concerning
privacy, data
>     protection and on demand or downloadable software.
>
>     *3.2.3    Information About Your Users.* You may receive Personal
>     Information about Your Users, either directly from Your Users or
from eBay
>     after Authentication. Your collection and use of that information
will be
>     only as authorized by Your Users and will comply with your privacy
policy.
>     Your privacy policy and your privacy practices will comply with
applicable
>     laws. If you choose not to have your own privacy policy, you must
comply
>     with the *eBay Privacy Policy*, currently available through links
on the
>     homepages of eBay Sites and incorporated herein by this reference.
>
>     *3.2.4    Information About Other eBay Users.* You may receive
information
>     about eBay Users, who may or may not be Your Users, that is either
publicly
>     available from eBay or that is provided by eBay after
Authentication about
>     Your Users' transaction partners ("*Other User Information*"). Any
Other
>     User Information eBay provides to you will be limited to information
>     reasonably necessary to perform activities permitted under this
Agreement.
>
>         3.2.4.1    *Using Other User Information.* You will not
collect, store,
>         use or disclose Other User Information for any purpose other than
>         facilitating the use of eBay's sites and services as permitted
under
>         this Agreement.
>
>         3.2.4.2    *eBay Privacy Policy.* Your use of Other User
Information
>         will comply with the eBay Privacy Policy.
>
>         3.2.4.3    *Public Information.* You may engage in the Public
Display of
>         Other User Information (for example, eBay listings) only in
accordance
>         with Section 3.1.2. You may not display any other Personal
Information
>         to the public without the explicit consent of the data subject.
>
>         3.2.4.4    *eBay Sandbox.* You may use information made
available in the
>         eBay Sandbox (eBay's test database) only to develop and test your
>         Application in the Sandbox, and you will delete it immediately
after
>         using it in this way.
>
>     *3.2.5    Communication.* You will not use Personal Information
from Your
>     Users or from eBay Users that you received from eBay to send or enable
>     sending of unsolicited communications of any type. You may
communicate with
>     Your Users, or send communications initiated by and on behalf of
Your Users
>     to other eBay Users, to facilitate an eBay transaction. You may
also send
>     communications that users have explicitly consented to receive.
>
> *4    RESTRICTED ACTIVITIES*
>
> *4.1   * You may not use or access (nor facilitate or enable others to
use or
> access) the Developers Program Tools or eBay Content in any way not
expressly
> permitted under this Agreement. For example, you will not and you will not
> facilitate or enable others to:
>
> *4.2   * Distribute, publish, or allow access or linking to the API or
eBay
> Content from any location or source other than your Application.
>
> *4.3   * Enable or permit the disclosure of eBay Content other than as
> authorized under this Agreement.
>
> *4.4   * Use the eBay Content to establish eBay User identities or user
profiles.
>
> *4.5   * Commercialize (that is, sell, rent, trade or lease), copy or
store the
> eBay Content, other than for the intermediate purposes allowed by this
Agreement;
>
> *4.6   * Use, copy, distribute or modify the API or eBay Content in any
"service
> bureau" or "timesharing" business;
>
> *4.7   * Enable eBay Users to set or change eBay User preferences,
registration
> preferences or privacy preferences with your Application. This
prohibition does
> not apply to listing preferences, item cross-promotion preferences or
> preferences that customize end-of-auction emails.
>
> *4.8   * Collect Personal Information (defined in Section 3.2.1) of any
eBay
> User other than as provided in this Agreement.
>
> *4.9   * Modify, decompile, reverse engineer or otherwise alter the
Developers
> Program Tools, API or eBay Content.
>
> *4.10   * Use robots, spyders, scraping or other technology to access
or use
> eBay Content or any eBay Sites or services to obtain any information
beyond what
> eBay provides to you under this Agreement.
>
> *4.11   * Knowingly create an Application that may be used to violate
the eBay
> User Agreement or any other eBay policy or applicable law.
>
> *4.12   * Use the API in a manner that exceeds reasonable request volume,
> constitutes excessive or abusive usage or otherwise fails to comply or is
> inconsistent with any part of the eBay Developer Documentation
> <http://developer.ebay.com/support/docs/>, available at
> http://developer.ebay.com/support/docs/, incorporated herein by this
reference.
>
> *4.13   * Have your Application or your use of eBay Content or any of the
> Developers Program Tools: (i) be false, inaccurate or misleading; (ii)
infringe
> on any third party's copyright, patent, trademark, trade secret or other
> property rights or rights of publicity or privacy; (iii) violate any law,
> statute, ordinance, contract, regulation or generally accepted practice
in all
> relevant jurisdictions (including without limitation those governing
trade and
> export, financial services, consumer protection, unfair competition,
> antidiscrimination or false advertising); (iv) be defamatory, trade
libelous,
> threatening or harassing; (v) contain any viruses or other computer
programming
> routines that may damage, detrimentally interfere with, surreptitiously
> intercept or expropriate any system or data; or (vi) create liability
for us or
> cause us to lose (in whole or in part) the services of our ISPs or
other suppliers;
>
> *4.14   * Provide any data or information to eBay unless you represent and
> warrant that it is accurate and you have all rights necessary to
provide such
> data or information to eBay, and for eBay to use it.
>
> *5    EBAY POLICIES*
>
> You and your Application will comply with the eBay User Agreement and all
> applicable eBay Site policies. In the event of a conflict between this
Agreement
> and the eBay User Agreement regarding your use of the API, this
Agreement will
> control. If you are participating in an eBay affiliate program or any
other eBay
> program, you are subject to and must comply with the applicable terms (for
> example, participation in the eBay Partner Network is subject to the terms
> available at https://publisher.ebaypartnernetwork.com/PublisherRegPSA).
>
> *6    MODIFICATIONS*
>
> *6.1    Modification of the API, Sites and Services.* eBay may modify the
> Developers Program Tools, permitted API calls, its databases, the
permitted uses
> under this Agreement, any eBay Site or service, or any of the benefits
and/or
> features provided in connection with your use of the API at any time
with or
> without notice to you. Modifications may affect your Application and
may require
> you to make changes to your Application at your own cost to continue to be
> compatible with or interface with the API or eBay Sites or services.
>
> *6.2    Modification of this Agreement.* eBay may from time to time
change the
> terms of this Agreement. We will post the amended terms on
developer.ebay.com
> <http://developer.ebay.com/> and we may also send you a notice about
the amended
> terms via email. Except where stated otherwise herein, all amended
terms will be
> effective thirty days after they are posted or emailed to you. *IF ANY
> MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE
THIS
> AGREEMENT BY SENDING A TERMINATION NOTICE TO ("AMENDMENT TERMINATION
NOTICE")
> BEFORE THE EFFECTIVE DATE OF THE AMENDMENT(S). The amendment
termination notice
> will be effective on the date it is received by eBay. The most current
version
> of the agreement will be available on developer.ebay.com
> <http://developer.ebay.com/> and will supersede all previous versions
of the
> agreement. YOUR USE OF THE DEVELOPER PROGRAM TOOLS OR API AFTER THE
DATE ON
> WHICH CHANGES BECOME EFFECTIVE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH
CHANGES.*
>
> *7    MONITORING AND ENFORCEMENT*
>
> *7.1    Right to Monitor and Audit.* You agree that eBay may monitor or
audit
> your Application or activities relating to your use of Developers
Program Tools.
> You will not seek to block or otherwise interfere with the monitoring
or audit,
> and eBay may use technical means to overcome any methods you may use to
block or
> interfere with such monitoring. Audits may include requests for
documents and
> information and visits to your facilities. Your failure to reasonably
comply
> with eBay's efforts to audit your compliance with this Agreement shall
> constitute a material breach of this Agreement.
>
> *7.2    Remedy for Breach.* If eBay, in its sole discretion, believes
that you
> or your service providers have breached this Agreement, or that you or
your
> service providers have engaged in fraudulent activity, eBay may take
any and all
> steps it deems appropriate, including issuing a warning, conducting an
> investigation, or suspending your API license.
>
> *7.3    Corrective Action.* In addition to any other available
remedies, eBay
> may, at its sole discretion, seek specific performance, injunctive
relief or
> attorneys' fees. eBay reserves the right to take other corrective
action as eBay
> sees fit in the event that eBay receives complaints from eBay Users
about your
> Application or your actions.
>
> *8    OWNERSHIP and LICENSING*
>
> *8.1    Ownership.* As between eBay and you: (i) eBay retains all
rights, title
> and interest in and to all intellectual property rights embodied in or
> associated with the Developers Program Tools, eBay Content, eBay Site,
any and
> all eBay services, and any content eBay created or derived therefrom;
and (ii)
> you retain all rights, title and interest in and to all intellectual
property
> rights embodied in or associated with your Application, excluding the
> aforementioned rights in this Section 8.1(i) above owned by or licensed
to eBay.
> There are no implied licenses under this Agreement, and any rights not
expressly
> granted to you hereunder are reserved by eBay or its suppliers. You
will not
> take any action inconsistent with eBay's ownership of the Developers
Program
> Tools, eBay Site, and/or eBay Content. Neither party will exceed the
scope of
> the licenses granted hereunder.
>
> *8.2    License.* You agree that eBay, in its sole discretion, may use
your
> trade names, trademarks, service marks, logos, and domain names for the
purpose
> of advertising or publicizing your use of the API. If you submit an
Application
> for inclusion on an eBay Site or to be hosted by eBay, you direct and
authorize
> eBay and its affiliates to host, link to, and otherwise incorporate the
> Application into eBay services and to carry out any copying, modification,
> distribution, internal testing, or other processes eBay deems necessary.
>
> *8.3    Competitive or Similar Materials.* In no event will eBay be
precluded
> from discussing, reviewing, developing for itself, having developed,
acquiring,
> licensing or developing for third parties, as well as marketing and
> distributing, materials which are competitive with your Application or
other
> products or services provided by you, irrespective of their similarity
to your
> current products or products that you may develop.
>
> *9    WORKING WITH THIRD PARTIES*
>
> *9.1    Service Providers.* You may work with service providers as
necessary to
> facilitate your performance under this Agreement only if you subject your
> service providers to all of the conditions and restrictions of this
Agreement.
> You acknowledge and agree that any act or omission by your service
provider(s)
> amounting to a breach of this Agreement will be deemed a breach by you.
>
> *9.2    Sublicensing.* Except as set forth in this Section 9, all
license rights
> (under any applicable intellectual property right) granted to you by
eBay are
> not sublicenseable, transferable or assignable. You may sublicense your
right to
> display the eBay Content and the API Logos to Your Users solely to
enable them
> to display eBay Content and the API Logos on their computer screens or
websites

> through your Application; provided that:
>
>     *9.2.1   * You will not disclose your Access Keys to Your Users.
>
>     *9.2.2   * All calls initiated by Your Users will be made through your
>     Access Keys.
>
>     *9.2.3   * All API calls initiated by Your Users will count towards the
>     maximum number of calls (if any) permitted under the API licensing.
>
>     *9.2.4   * All fees due (if any) for all API calls initiated by

Your Users
>     will be paid by you.
>
>     *9.2.5   * Your Users will have no programmatic control over the API.
>
>     *9.2.6   * You will enter into a binding agreement with each of
Your Users
>     that includes the following terms:
>
>         9.2.6.1    It will bind Your Users to this Agreement (excluding the
>         right to sublicense and indemnification obligations).
>
>         9.2.6.2    It will require Your Users to acknowledge eBay
Inc.'s rights
>         in the Developers Program intellectual property as laid out in this
>         Agreement
>
>         9.2.6.3    It will make eBay a third-party beneficiary to your
agreement
>
>         9.2.6.4    It will make the sublicense terminable at any time.
>
> *9.3    Breach by Your Users.* As a third-party beneficiary to all
sublicenses
> pursuant to this Agreement, eBay will have the right, in its sole
discretion, to
> directly enforce any term of the sublicense agreement against Your Users,
> including termination. You acknowledge and agree that any act or
omission by
> Your User(s) amounting to a breach of this Agreement will be deemed a
breach by you.
>
> *10    FEES AND PAYMENTS*
>
> *10.1    Fees.* You agree to pay any fees charged under this Agreement, as
> described on the Member Benefits and Fees page
> <http://developer.ebay.com/join/pricing/>, available at
> http://developer.ebay.com/join/pricing/ (incorporated herein by this
reference),
> which we may change from time to time. Changes to the fees are ordinarily
> effective thirty days after posting to developer.ebay.com We may choose to
> temporarily change our fees for promotional events; those changes are
effective
> when we post the promotional event at developer.ebay.com If we
introduce a new
> API service or feature, the fees for that service or feature, if any, are
> effective at the launch of the service or feature. Usage fees, if any,
will be
> invoiced on a monthly basis for activity from the previous calendar
month. In
> addition to the API fees, you will be responsible for all other fees
associated
> with use of any eBay Site or service. All fees made by you under this
Agreement
> will exclude, and you will pay, any taxes associated with such fees, your
> Application, or this Agreement.
>
> *10.2    Payments.* All fees are due and payable within thirty days of the
> invoice date; eBay may terminate this Agreement without notice to you
if you
> fail to pay. All payments are non-refundable, whether or not you use
the service
> purchased.
>
> *11    AVAILABILITY, SECURITY AND STABILITY*
>
> eBay makes no guarantees with respect to the availability or uptime of any
> Developers Program Tools, eBay Sites or services. eBay may conduct
maintenance
> on or stop providing any the Developers Program Tools, or its sites or
services,
> at any time with or without notice to you. eBay may change the method
of access
> to the Developers Program Tools at any time.
>
> It is in the best interests of both parties that eBay maintain a secure
and
> stable environment. In the event of degradation or instability of
eBay's system
> or an emergency, eBay may, in its sole discretion, temporarily suspend
your
> access to the Developers Program Tools or eBay's sites and services
under this
> Agreement. Your continued access to the Developers Program Tools and eBay
> Content is subject to your compliance with the API Security Standards
in Exhibit
> A, incorporated herein by this reference.
>
> *12    DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY*
>
> SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS OR
LIMITATIONS ON
> LIABILITY. ONLY DISCLAIMERS OR LIMITATIONS THAT ARE LAWFUL IN THE
APPLICABLE
> JURISDICTION WILL APPLY TO YOU AND EBAY'S LIABILITY WILL BE LIMITED TO THE
> MAXIMUM EXTENT PERMITTED BY LAW.
>
> EXCEPT AS EXPRESSLY STATED HEREIN, EBAY DISCLAIMS ALL WARRANTIES AND
CONDITIONS,
> EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED
> WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A
> PARTICULAR PURPOSE. EBAY DOES NOT REPRESENT OR WARRANT THAT ANY EBAY SITE,
> SERVICES, OR DEVELOPERS PROGRAM TOOLS WILL OPERATE SECURELY OR WITHOUT
> INTERRUPTION. ALL LOGOS, PRODUCTS AND SERVICES PROVIDED BY EBAY
HEREUNDER ARE
> PROVIDED "AS IS" AND "AS AVAILABLE." YOU ACKNOWLEDGE THAT YOU HAVE NOT
ENTERED
> INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION
EXCEPT THOSE
> SPECIFICALLY SET FORTH HEREIN. EBAY WILL HAVE NO DIRECT, CONSEQUENTIAL,
SPECIAL,
> INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT,
TORT OR
> ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE
POSSIBILITY
> OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE
OF ANY
> LIMITED REMEDY. IN THE EVENT THAT THE ABOVE IS NOT ENFORCEABLE, EBAY'S
AGGREGATE
> LIABILITY UNDER THIS AGREEMENT IS LIMITED TO AMOUNTS PAID OR PAYABLE TO
EBAY BY
> YOU FOR THE DEVELOPERS PROGRAM TOOLS IN THE MONTH PRECEDING THE CLAIM.
IN THE
> EVENT THAT THE FORMER LIMITATION OF LIABILITY IS HELD UNENFORCEABLE BY A
> COMPETENT COURT, EBAY'S AGGREGATE LIABILITY IS IN ANY CASE LIMITED TO
$25,000
> PER EVENT, A SERIES OF EVENTS BEING CONSIDERED AS ONE SINGLE EVENT.
>
> *13    INDEMNIFICATION*
>
> You will indemnify, defend and hold eBay, its employees, agents,
consultants,
> subsidiaries, partners, affiliates, and licensors harmless against any
and all
> claims, costs, losses, damages, liabilities, judgments and expenses
(including
> reasonable fees of attorneys and other professionals) (collectively,
"*Claims*")
> that may arise from or are related to (i) use of the Developers Program
Tools;
> or (ii) the development, maintenance, use and contents of your
Application,
> including but not limited to any infringement of any third-party
proprietary
> rights. At eBay's option, you will assume control of the defense and
settlement
> of any Claim subject to indemnification by you (provided that, in such
event,
> eBay may at any time thereafter elect to take over control of the
defense and
> settlement of any such Claim, and in any event, you will not settle any
such
> Claim without eBay's prior written consent).
>
> *14    TERM AND TERMINATION*
>
> *14.1    Term.* The term of this Agreement will begin on the date on
which you
> fully complete and successfully submit the Developers Program online
membership
> form and accept this Agreement online as reflected in eBay's records.
It will
> continue until terminated in accordance with this Agreement.
>
> *14.2    Termination.* This Agreement will terminate automatically without
> notice if you fail to comply with any of its terms. The license that is
granted
> hereunder is dependent on your compliance with this agreement and
terminates
> automatically if you fail to comply with the terms. *EBAY RESERVES THE
RIGHT TO
> TERMINATE THIS AGREEMENT OR SUSPEND OR DISCONTINUE YOUR ACCESS TO THE
API, OR
> ANY PORTION OR FEATURE THEREOF, FOR ANY OR NO REASON AND AT ANY TIME
WITH OR
> WITHOUT NOTICE TO YOU AND WITHOUT LIABILITY TO YOU.*
>
> *14.3   * If you wish to terminate this Agreement, you must email a
termination
> notice to ; any other methods used by you to terminate the Agreement
will be
> void and will not result in a termination. Your termination notice will be
> effective when it is received by eBay.
>
> *14.4    Effect of Termination.* Upon the termination of this
Agreement, your
> Access Keys will be revoked, all licenses granted hereunder will
terminate, and
> you will pay all past-due fees. You will destroy all your intermediate
copies of
> eBay Content and Personal Information (defined in Section 3.2.1) within
ten days
> of termination and provide written proof of destruction to eBay upon
request.
>
> *14.5    Survival.* The following Sections will survive any termination
of this
> Agreement: [1] Definitions, [3] eBay Content, [4] Restricted
Activities, [5]
> eBay Policies, [8.1] Ownership and Licensing, [10] Fees and Payments, [12]
> Disclaimer of Warranties & Limitation of Liability, [13]
Indemnification, [14.4]
> Effect of Termination, [15] Confidentiality, [16] Publicity, [17]
Miscellaneous.
>
> *15    CONFIDENTIALITY*
>
> *"Confidential Information"* will include all information provided by
eBay to
> you under this Agreement, including without limitation, Developers Program
> Tools, eBay Content, and Access Keys. You will not use or disclose
Confidential
> Information other than as required to perform under and permitted by this
> Agreement. Your confidentiality obligations will survive the
termination of this
> Agreement for three years. The parties acknowledge that monetary
damages may not
> be a sufficient remedy for unauthorized use or disclosure of Confidential
> Information and that eBay will be entitled (without waiving any other
rights or
> remedies) to such injunctive or equitable relief as may be deemed
proper by a
> court of competent jurisdiction, without obligation to post any bond. Any
> information provided by you to eBay hereunder is considered by eBay to be
> non-confidential. eBay has no duty, express or implied, to pay any
compensation
> for the disclosure or use of any such information provided by you to
eBay. You
> acknowledge and agree that any information you provide to eBay is
solely to
> consider a business relationship under this Agreement and you have no
> expectation of payment.
>
> *16    PUBLICITY*
>
> You will not make any public statement regarding this Agreement, the
terms of
> this Agreement, any aspect thereof, the Developers Program Tools, or
the eBay
> eBay Developers Program without eBay's prior written approval which may be
> withheld in eBay's sole discretion. You permit eBay to make public
statements
> about your use of the Developers Program Tools or participation in the
eBay
> Developers Program.
>
> *17    LAW AND VENUE*
>
> This Agreement will be construed as if both parties jointly wrote it,
governed
> by California law except for its conflicts of laws principles, and any
cause of
> action arising under or relating to this Agreement must be brought
exclusively
> in a court in Santa Clara County, California. *However, this will not
affect
> your statutory rights if you are a consumer and the competent court
determines
> that applicable consumer law requires application of another law (such
as the
> law of your country of residence).*
>
> *18    MISCELLANEOUS*
>
> You acknowledge and agree that this Agreement constitutes the entire
agreement
> between the parties with respect to the subject matter hereof and any
> conflicting or additional terms contained in other documents or oral
discussions
> are void. You may grant approvals, permissions and consents to eBay by
email,
> but any modifications by you to this Agreement must be made in a
writing (not
> including email) executed by both parties. eBay may refuse to execute
any such
> writings in eBay's sole discretion. Any notices to eBay must be sent to
our
> corporate headquarters address as set forth on our website via first
class or
> air mail or overnight courier, and is deemed given upon receipt. A
waiver of any
> default is not a waiver of any subsequent default. Unenforceable
provisions will
> be modified to reflect the parties' intention, and remaining provisions
of the
> Agreement will remain in full effect. Neither party may assign this
Agreement
> without the prior express written permission of the other party.
Notwithstanding
> the foregoing, your consent shall not be required for eBay's assignment or
> transfer (1) due to operation of law, or (2) to an entity that acquires
> substantially all of eBay's stock, assets or business, or (3) to a related
> entity (e.g., parent or subsidiary of parent). You and eBay are not legal
> partners or agents, but are independent contractors. A person who is
not a party
> to this Agreement has no right under the Contracts (Rights of Third
Parties) Act
> 1999 to rely upon or enforce any term of this Agreement, but this does not
> affect any right or remedy of a third party which exists or is
available apart
> from the Act.
>
> --------------------------------------------------------------------------------
>
> Exhibit A
>
> _API Security Standards_
>
> You will comply with the following API Security Standards (*"Security
Standards"*):
>
> *1.   * _Security Audits_
>
>     *1.1    Audit*. eBay reserves the right to periodically audit the
Systems to
>     ensure compliance with the requirements of this Exhibit. Non-intrusive
>     network and application security scans may be performed randomly
without
>     prior notice.
>
>     *1.2    Audit After a Security Breach Incident.* For purposes of these
>     Security Standards, a "Security Breach" is defined as a breach of
security
>     of your facility, systems or site where eBay Content or eBay User
Data has
>     been acquired by an unauthorized person. In the event of a Security
Breach,
>     eBay may suspend or terminate your access to the API and eBay
Content and
>     eBay may conduct a security audit.
>
>     *1.3    eBay Results and your Response.* eBay will provide you with
detailed
>     results of any security audit performed by eBay pursuant to these
Security
>     Standards. You will be granted thirty (30) days to resolve any
issues eBay
>     has identified through a security audit. Should you fail to resolve
such
>     identified issues, eBay may immediately suspend or terminate your
access to
>     the API and eBay Content without notice to you.
>
> *2.   * _Security Incidents and Response_
>
>     *2.1    Notification and Timing.* Notwithstanding any other legal
>     obligations you may have, you agree to immediately notify eBay in
writing
>     upon your discovery of a Security Breach. You agree to use commercially
>     reasonable efforts to notify eBay of your detection of a Security
Breach no
>     more than twenty-four (24) hours after detection of a Security Breach.
>     Notwithstanding the foregoing, under no circumstances will more
than two (2)
>     days pass between your detection of a Security Breach and eBay
being notified.
>
>     *2.2    Notification Format.* Your notification of a Security Breach in
>     accordance with the requirements set forth above will take the form
of an
>     email to . Such notification email will include: a problem statement,
>     expected resolution time (if known), and the name and phone number
of your
>     representative that eBay can contact to obtain incident updates.
>
> *3.   * _Security Precautions: Best Practices._ You agree to adhere at
all times
> to reasonable security practices, as specified in current industry
literature on
> topics relevant to your interaction with eBay. In the event such best
practices
> conflict with these Security Standards, you will comply with these
Security

> Standards.
>
> *4.   * _Data Security_: Data Storage. You agree to maintain reasonable
> safeguards to protect the security of the following information, whether
> provided by an eBay User to you or obtained from eBay through the API:
>
>     a. eBay User Email Addresses
>
>     b. Auth&Auth Tokens
>
>     c. eBay User ID (includes API Developer ID, Application ID, and

Certificate ID)
>
>     d. Any other eBay User data
>
> At no time will you collect or store eBay User passwords, credit card
numbers,
> financial information, Social Security Numbers, Driver's License
numbers, or
> State Identification Card numbers, in any form. eBay User IDs used to
> authenticate access to the API must be kept secret and confidential and
under no
> circumstances be exposed to the public. If eBay believes that eBay User
IDs have
> been compromised, eBay reserves the right to immediately terminate
access and
> issue a new eBay User ID to you.
>
>                        
>
> Learn More <http://pages.ebay.com/education/spooftutorial/> to protect
yourself
> from spoof (fake) emails.
>
> eBay sent this email to you at [hidden email] about your
account
> registered on developer.ebay.com <http://developer.ebay.com>.
>
> eBay will periodically send you required emails about the site and your
> transactions.  Visit our Privacy Policy
> <http://pages.ebay.com/help/community/png-priv.html> and User Agreement
> <http://pages.ebay.com/help/policies/user-agreement.html> if you have
any questions.
>
> Copyright © 2009 eBay Inc. All Rights Reserved. Designated trademarks
and brands
> are the property of their respective owners.  eBay and the eBay logo are
> trademarks of eBay Inc.  eBay Inc. is located at 2145 Hamilton Avenue,
San Jose,
> CA 95125.
>
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