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Terms and Conditions

RPI Print API Terms and Conditions​

These Terms and Conditions ("Agreement") are entered into between RPI Print, Inc. ("RPI PRINT") and the person or entity accepting this Agreement ("Customer") and governs Customer’s use of the RPI PRINT API (as defined below) to access and receive print-on-demand manufacturing and fulfillment services.

By clicking "I Agree," creating an account, accessing or using the RPI PRINT API, or otherwise indicating acceptance through a method made available by RPI PRINT, Customer agrees to be bound by this Agreement and the RPI PRINT Privacy Policies, which are incorporated by reference. If the individual accepting this Agreement does so on behalf of an entity, that individual represents that they have authority to bind the entity to this Agreement and “Customer” in this Agreement shall refer to that entity.

Customer is responsible for ensuring that each person who accesses the Services (as defined below) through Customer’s account or credentials complies with this Agreement.

Amendments​

RPI PRINT may modify this Agreement from time to time. RPI PRINT will make the updated Agreement available through the RPI PRINT Website(s) and, where reasonably appropriate or required by applicable law, will provide notice of material changes or require Customer to affirmatively accept the revised Agreement. If Customer does not agree to a revised Agreement, Customer must stop using the Services.

1. Definitions​

In this Agreement, unless the context requires otherwise:

"Affiliate(s)" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

"Business Day" means Monday through Friday, excluding RPI Holidays.

"Customer Application" means the software application or system Customer develops or operates to interface with the RPI PRINT API.

"Customer Content" means all text, images, files, data, artwork, documents, instructions, metadata, and other materials submitted by or on behalf of Customer or Customer’s customers through the use of the Customer Application and RPI Print API, excluding RPI PRINT Property (as defined in Section 7).

"Intellectual Property Rights" means all copyright, moral rights, patent rights, trademark rights, design rights, trade secret rights, database rights, rights in confidential information, domain-name rights, and other intellectual property or proprietary rights, whether registered or unregistered, throughout the world.

"Keys" means the unique security keys, secrets, tokens, passwords, or other credentials used to access the RPI PRINT API or Customer’s account.

"Local Time" means Pacific Time, adjusted for daylight saving time when in effect.

"Order" means an order for Products transmitted by Customer to RPI PRINT for fulfillment.

"Products" means printed products or publications manufactured or fulfilled by RPI PRINT in connection with an Order.

"RPI Holidays" means New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Eve Day, and Christmas Day.

"RPI PRINT API" means an application programming interface made available by RPI PRINT for Customer to access or receive the Services.

"RPI PRINT Data" means, data, documentation, specifications, pricing, technical materials, business information, or non-public information or materials provided or made available by RPI PRINT in connection with the Services.

"RPI PRINT Parties" means RPI PRINT, its Affiliates, service providers, contractors, officers, employees, agents, and representatives.

"RPI PRINT Privacy Policies" means the privacy policies and notices applicable to the Services and made available through RPI PRINT’s compliance website.

"RPI PRINT Trademark(s)" means the trademarks, logos, brands, and company names used to designate the products and services of RPI PRINT and its Affiliates.

"RPI PRINT Website(s)" means any website owned or operated by RPI PRINT or designated by RPI PRINT for use in connection with the Services, including applicable subdomains and customer portals.

"Services" means the print-on-demand manufacturing, fulfillment, RPI PRINT API access, related customer-facing tools, and support services provided by RPI PRINT under this Agreement.

2. Services​

2.1 Access and Use License​

Subject to Customer’s compliance with this Agreement, RPI PRINT grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the term of this Agreement to utilize the RPI PRINT API, in accordance with the Documentation, for the sole purpose of enabling Customer Applications to transmit and receive information about Customer’s and Customer’s customers Orders for Services.

2.2 Use Restrictions​

Customer will not, and will not permit any third party to:

  • (i) sell, rent, lease, sublicense, transfer, distribute, or otherwise make the RPI PRINT API or Services available except as expressly permitted by this Agreement;
  • (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from any software or technology made available by RPI PRINT, except to the extent such restriction is prohibited by applicable law;
  • (iii) modify, alter, or create derivative works of RPI PRINT Property except as expressly authorized by RPI PRINT;
  • (iv) remove, obscure, or alter any copyright, trademark, or other proprietary-right notice appearing in or on RPI PRINT Property;
  • (v) circumvent or attempt to circumvent authentication, access controls, usage restrictions, security controls, or other measures used by RPI PRINT to protect the Services; or
  • (vi) use the Services in violation of Section 5 or any other provision of this Agreement.

2.3 Customer Content​

Customer is solely responsible for Customer Content submitted through the RPI PRINT API via the Customer Applications. Customer grants RPI PRINT and its service providers a worldwide, non-exclusive, royalty-free license to receive, host, copy, reproduce, process, modify, normalize, transmit, and otherwise use Customer Content solely as reasonably necessary to provide, support, secure, and improve the Services and to manufacture, package, and ship Products in accordance with Customer’s Orders.

Customer represents and warrants that it has all rights, licenses, consents, permissions, releases, and authorizations necessary to submit Customer Content and to authorize RPI PRINT and its service providers to use Customer Content as provided in this Agreement.

3. Method of Performance​

3.1 Customer Application​

Customer is solely responsible, at its own cost and expense, for developing, operating, maintaining, securing, and supporting the Customer Application and the technical integration between Customer’s systems and the Services. Customer’s ability to use the Services depends on the Customer Application remaining compatible with the specifications and requirements RPI PRINT makes available from time to time.

RPI PRINT will fulfill Orders submitted via the RPI PRINT API in accordance with this Agreement.

3.2 Orders​

Customer will ensure that each Order complies with the applicable Order API Technical Specifications, Product specifications, and Content Creation Standards made available by RPI PRINT from time to time.

RPI PRINT receives and processes Orders continuously. RPI PRINT records the date and Local Time the Order was received.

Receipt of an Order, assignment of an Order identifier, or transmission of an electronic acknowledgement does not constitute acceptance of the Order for manufacturing. Each Order remains subject to validation, payment processing, and the other processing steps required for submission to manufacturing. A Non-Conforming Order (as defined in Section 3.3) may be rejected or otherwise handled in accordance with Section 3.3.

Changes to an Order are not guaranteed after submission.

Subject to successful validation, payment, and completion of the applicable order-processing steps, RPI PRINT will manufacture, package, and ship the Products in accordance with the Order, this Agreement, and the applicable Product and service specifications.

3.3 Rejection of Orders​

(a) Non-Conforming Order. “Non-Conforming Order” means an Order that does not comply with this Agreement (e.g. by containing Prohibited Content), the applicable Order API Technical Specifications, Product specifications, or Content Creation Standards, which may include Orders that are malformed or contain incomplete, invalid, unsupported, missing, or corrupt Order data, Product information, image files or other assets, delivery information, or other information required to validate, manufacture, package, or ship the Order.

(b) Prohibited Content. “Prohibited Content” means any Customer Content that:

  • (i) violates any applicable law or regulation in a jurisdiction relevant to Customer, RPI PRINT, the manufacture or fulfillment of the Products, or delivery of the Order;
  • (ii) sexually exploits or abuses a minor, depicts a minor in a sexually explicit manner, or otherwise constitutes child sexual abuse material or other unlawful content involving minors;
  • (iii) unlawfully threatens, harasses, stalks, bullies, defames, or promotes violence or physical harm against any person or group;
  • (iv) unlawfully discriminates against, promotes hatred against, or incites violence against any person or group based on a legally protected characteristic;
  • (v) is obscene or pornographic in a manner that RPI PRINT reasonably determines it is unable or unwilling to manufacture, handle, fulfill, or ship;
  • (vi) promotes, instructs, facilitates, or solicits illegal activity, including the unlawful manufacture, acquisition, or use of weapons; unlawful intrusion into another person’s privacy, data, or systems; or the creation or distribution of malware or other harmful code;
  • (vii) infringes, misappropriates, or otherwise violates any copyright, trademark, patent, trade secret, right of publicity, privacy right, or other proprietary or personal right of any person;
  • (viii) includes the name, image, likeness, personal information, or other protected material of another person without any authorization, consent, license, or other legal right required for Customer’s intended use;
  • (ix) is fraudulent, materially false, deceptive, or misleading, including Customer Content intended to impersonate another person, publisher, brand, or source or to create a likelihood of confusion concerning the origin, authorship, sponsorship, or affiliation of a Product;
  • (x) contains viruses, Trojan horses, worms, corrupted files, malicious code, or other software or data intended or reasonably likely to damage, disrupt, gain unauthorized access to, or interfere with RPI PRINT’s or any third party’s systems, equipment, or data;
  • (xi) is subject to sanctions, export controls, or other trade restrictions that prohibit RPI PRINT from manufacturing, fulfilling, shipping, or otherwise providing Services in connection with the Customer Content or Order;
  • (xii) otherwise violates this Agreement; or
  • (xiii) creates a material legal, regulatory, security, safety, or reputational risk for RPI PRINT, its personnel, manufacturing or fulfillment partners, carriers, or other third parties involved in processing the Order.

Customer is responsible for ensuring that it owns or has obtained all rights, licenses, releases, consents, and permissions necessary for RPI PRINT and its service providers to receive, process, reproduce, manufacture, package, and ship the Customer Content and Products.

(c) Customer Responsibility for Sales and Distribution Compliance. RPI PRINT provides manufacturing and fulfillment services only and does not facilitate, manage, approve, or control the listing, marketing, sale, or distribution of Products by Customer or any third-party retailer, marketplace, distributor, sales channel, or other platform.

Customer is solely responsible for determining and ensuring that each Product, and all associated Customer Content, metadata, descriptions, pricing, categorization, marketing materials, and other listing information, complies with the requirements of the RPI PRINT API, this Agreement, and each third-party channel through which the Product is offered, marketed, sold, or distributed.

Without limiting the foregoing, Customer is solely responsible for compliance with any applicable requirements relating to Intellectual Property Rights, content eligibility, low-content or repetitive publications, public-domain works, artificial intelligence or automated content generation, Product quality, metadata, pricing, advertising, consumer protection, and marketplace or catalog standards.

RPI PRINT’s receipt, validation, acceptance, manufacture, packaging, or shipment of an Order does not constitute a determination, representation, or warranty that the Product or Customer Content is eligible for listing, marketing, sale, or distribution.

Customer will be solely responsible for any rejection, removal, suspension, customer claim, refund, chargeback, penalty, fee, loss, or other consequence arising from a Product’s, and Order’s or Customer Content’s failure to comply with the requirements of the RPI PRINT API, this Agreement, or any third-party channel.

(d) Rejection and Other Remedial Action. RPI PRINT may reject, suspend, or cancel a Non-Conforming Order at any time, including after the Order has completed automated validation, payment has been processed, or the Order has been submitted for manufacturing.

Where reasonably practicable, RPI PRINT will provide Customer with electronic notice of the rejection, suspension, or cancellation and a general description of the reason. Notice may be delivered through the RPI PRINT API, email, or other electronic means made available by RPI PRINT.

RPI PRINT is not required to provide advance notice or an opportunity to cure where RPI PRINT reasonably determines that immediate action is necessary to comply with applicable law; protect any person; prevent infringement, misuse, fraud, or unlawful activity; address a security or safety concern; or protect RPI PRINT, its personnel, service providers, manufacturing or fulfillment partners, carriers, or other third parties from material risk.

If RPI PRINT identifies a Non-Conforming Order after manufacturing has commenced, RPI PRINT may stop production, discard the affected Products, withhold shipment, cancel the Order, or take any other action reasonably necessary to address the issue.

Customer will remain responsible for charges incurred before the Order was stopped, rejected, suspended, or cancelled, except to the extent the Non-Conforming Order resulted solely from an error by RPI PRINT.

RPI PRINT’s failure to identify, reject, suspend, or cancel a Non-Conforming Order will not constitute approval of the Order or Customer Content, waive RPI PRINT’s right to take action at a later time, or limit any representation, warranty, indemnification obligation, or other right or remedy available to RPI PRINT under this Agreement.

3.4 Planned Maintenance and Outages​

If planned maintenance is reasonably expected to affect the Services, RPI PRINT will use commercially reasonable efforts to notify Customer in advance. Such notice may include the anticipated timing, scope, and estimated duration of the impact. Where reasonably practicable, RPI PRINT will also provide updated notice if the anticipated impact or duration materially changes.

However, maintenance or a service outage may temporarily delay:

  • (i) submission of validated and paid Orders to a printer for manufacturing;
  • (ii) processing or progression of Orders through one or more order statuses;
  • (iii) display of current Order information through the RPI PRINT API or other web portal; or
  • (iv) delivery of order-status notifications through webhooks or other electronic means.

A delay in the display or transmission of an order-status update does not necessarily indicate that the underlying manufacturing or fulfillment activity has not occurred.

3.5 Facility Closures​

RPI PRINT manufacturing facilities may be closed on RPI Holidays. RPI PRINT is not required to provide separate advance notice of closures occurring on an RPI Holiday identified in this Agreement.

RPI PRINT will use commercially reasonable efforts to provide advance notice of other planned facility closures that are reasonably expected to affect manufacturing time or Order processing.

3.6 Shipping and Carriers​

(a) Risk of Loss; Transfer of Title. All Orders will be shipped using an RPI PRINT carrier account. Legal title to, and risk of loss for, the Products will pass to Customer when the applicable carrier records the shipment as delivered to the delivery address provided in the Order, including delivery to an authorized recipient, mailroom, parcel locker, or other delivery location accepted by the carrier for that address.

Customer is responsible for ensuring that the delivery address and recipient information submitted with the Order are complete and accurate.

(b) Packaging. RPI PRINT will package Products using commercially reasonable methods intended to protect the Products from damage during normal handling and transportation. RPI PRINT may determine the appropriate packaging materials, configuration, and number of packages based on the Products, quantities, manufacturing location, selected shipping option, carrier requirements, and other operational considerations.

Products included in the same Order may be packaged or shipped separately. RPI PRINT’s selection of packaging or carrier service may vary.

(c) International Shipments. RPI PRINT currently supports delivery to addresses in the United States, U.S. Territories, and Canada and may make additional destinations available through the RPI PRINT API from time to time. Products shipped to Canada under the current Canada offering are manufactured in the United States, exported from the United States, and imported into Canada. The following additional terms apply to Orders shipped outside the country in which the Products are manufactured.

(i) Customs, Duties, and Import Taxes. Orders shipped outside the country in which the Products are manufactured will be shipped Delivered at Place (DAP). RPI PRINT may charge Customer any applicable sales, use, goods and services, harmonized sales, provincial sales, value-added, or similar taxes arising from RPI PRINT’s sale of Products and Services to Customer, as further described in Section 3.7(b). The recipient is responsible for import clearance and for paying all import duties, import taxes, customs fees, brokerage charges, and other amounts assessed in connection with importation or delivery. These charges are separate from the Product, shipping, and tax amounts charged by RPI PRINT to Customer. RPI PRINT does not calculate, collect, control, or guarantee the amount of charges assessed to the recipient upon importation.

(ii) Restricted Destinations and Parties. RPI PRINT will not ship an Order to any country, territory, region, recipient, or other party where the shipment is prohibited by applicable sanctions, export-control, or trade laws, including sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. RPI PRINT may reject, suspend, or cancel an Order destined for an unsupported location or that RPI PRINT reasonably determines may violate applicable sanctions, export-control, or trade laws. Customer is responsible for complete and accurate recipient and destination information and for ensuring that each Order complies with such laws.

(iii) Transit Times. Any carrier transit time or estimated delivery date provided by RPI PRINT is an estimate only and does not include Manufacturing Time unless expressly stated otherwise. For international shipments, customs inspection, customs clearance, and other import-processing requirements may delay delivery. Delays caused by a carrier, customs authority, government agency, recipient, or other circumstance outside RPI PRINT’s reasonable control do not constitute a manufacturing defect or failure by RPI PRINT to perform the Services.

(iv) Address Accuracy; Undeliverable and Returned Shipments. Customer is responsible for providing complete and accurate recipient and delivery-address information for each Order. RPI PRINT is not responsible for delay, delivery failure, loss, return, refusal, non-claim, or other issue resulting from incomplete or inaccurate information provided by Customer or from the recipient’s failure or refusal to accept delivery. An affected Order will not be eligible for a refund, reprint, replacement, or re-shipment at RPI PRINT’s expense. If Customer requests a replacement or re-shipment, Customer must submit and pay for a new Order at the rates then in effect. Products that are refused, unclaimed, returned, or otherwise undeliverable may be destroyed, recycled, or otherwise disposed of. RPI PRINT has no obligation to store or re-ship such Products unless otherwise agreed in writing. Customer remains responsible for the Product and shipping charges associated with the original Order.

(v) Export Compliance. Customer will not, and will ensure that its customers do not, submit, export, re-export, transfer, or otherwise use any Order or Product in violation of applicable export-control, sanctions, or trade laws. Customer represents and warrants that its Orders, including the destination, recipient, and intended use of the Products, comply with all such applicable laws. Products exported from the United States may be subject to the U.S. Export Administration Regulations and other applicable U.S. trade restrictions.

(d) Carrier Charges and Billing. Orders will be shipped using RPI PRINT carrier accounts. Customer will be charged the shipping rate published by RPI PRINT and applicable to the Order at the time the Order is received by RPI PRINT.

Published shipping rates include applicable fuel surcharges. RPI PRINT may change shipping rates from time to time without advance notice. Any revised rate will apply to Orders received by RPI PRINT after the revised rate becomes effective.

(e) Shipping Acknowledgements; Tracking Information. When an Order reaches the SHIPPED order status, RPI PRINT will provide an electronic shipping acknowledgement through the RPI PRINT API, webhook, or other electronic means made available by RPI PRINT. Where available, the shipping acknowledgement will include the applicable shipping classification, carrier, carrier service, tracking number, and tracking URL. Tracking information depends on information made available by the applicable carrier and may not be available for every shipment or shipping service.

3.7 Fees and Invoicing​

(a) Pricing Schedule. Current pricing for Products and Services will be made available by RPI PRINT through the RPI PRINT Website(s) or other pricing information made available to Customer from time to time. RPI PRINT may change its pricing at any time without advance notice. Unless otherwise expressly agreed in writing, the pricing applicable to an Order will be the pricing in effect when the Order is received by RPI PRINT.

(b) Fees and Taxes. Customer is responsible for paying all charges applicable to its Orders, including Product charges, shipping charges, and applicable taxes, at the rates applicable under subsection (a). All amounts charged by RPI PRINT will be stated and payable in U.S. Dollars.

If Customer initiates payment using a payment method denominated in another currency, the payment processor or financial institution may convert the transaction to U.S. Dollars using its applicable exchange rate and may assess additional conversion or transaction fees. RPI PRINT is not responsible for such exchange rates or third-party fees.

RPI PRINT may calculate, collect, and remit sales, use, goods and services, harmonized sales, provincial sales, or other similar taxes where RPI PRINT determines it is required to do so by applicable law.

Where Customer claims an exemption from a tax otherwise collected by RPI PRINT, Customer must provide documentation reasonably required by RPI PRINT to establish the exemption. Unless and until RPI PRINT accepts such documentation, Customer will be responsible for all applicable taxes charged in connection with its Orders.

(c) Invoicing and Payment. Customer must maintain a valid payment method accepted by RPI PRINT in order to submit Orders for fulfillment. Customer authorizes RPI PRINT and its payment processor to charge the payment method associated with Customer’s account for all amounts due in connection with an Order, including applicable Product charges, shipping charges, and taxes, without additional notice each time payment becomes due under this Agreement.

Payment for an Order will be processed in accordance with the order-processing workflow described in Section 3.2. Customer may initiate payment using the RPI PRINT’s “Pay Now” functionality, or payment may be processed automatically during RPI PRINT’s scheduled payment-processing cycle.

An Order will not be submitted for manufacturing unless payment has been successfully processed. If payment cannot be successfully processed, the Order may remain pending, be rejected, or be cancelled in accordance with the applicable order-processing rules.

RPI PRINT will make available an electronic record of the amounts charged for each Order, including applicable Product charges, shipping charges, taxes, credits, or other adjustments.

(d) Disputes. Customer must notify RPI PRINT of any disputed charge within thirty (30) days after the applicable charge or transaction record is made available to Customer. Any dispute not raised within that period will be deemed waived, except where prohibited by applicable law. Billing disputes must be submitted through the Customer Support contact method made available by RPI PRINT.

(e) Returns, Defects, and Reprints. Products are manufactured individually and may exhibit minor variations between production runs, manufacturing facilities, or manufacturing partners, including minor differences in color reproduction, trimming, binding, materials, or other characteristics inherent to the manufacturing process. Minor variations that do not materially affect the intended use or quality of the Product will not be considered manufacturing defects.

If a Product arrives damaged or contains a material manufacturing or workmanship defect, Customer must notify RPI PRINT through Customer Support within thirty (30) days after delivery and provide any information or evidence reasonably requested by RPI PRINT to evaluate the claim.

If RPI PRINT determines that the Product contains a qualifying manufacturing defect or was damaged before delivery, RPI PRINT may, at its discretion, replace or reprint the affected Product or provide another appropriate remedy.

Except as expressly provided in this Agreement, Products are made to Order and are not returnable or refundable.

3.8 Support Services​

(a) Web Portal. Customer may view Order and shipment information regarding the Services on RPI PRINT’s web portal. Such information may be subject to processing or transmission delays and may not reflect the most current underlying manufacturing or carrier activity at all times.

(b) Customer and Technical Support. RPI PRINT will use commercially reasonable efforts to provide Customer with support relating to the RPI PRINT API, Order submission, fulfillment, shipment, and other issues associated with the Services.

Customer may request support by email at printapicustomersupport@rpiprint.com or through any other support method RPI PRINT makes available from time to time. Support will generally be available Monday through Friday, 8:00 a.m. to 5:00 p.m. Local Time, excluding RPI Holidays and planned closures.

RPI PRINT monitors the RPI PRINT API and web portal for material system outages and other conditions that may materially affect Order processing. RPI PRINT will use commercially reasonable efforts to identify and address such conditions and, where appropriate, communicate material service impacts to affected Customers.

4. Developer Accounts and Keys​

To access the RPI PRINT API, Customer must register for a developer account and provide the account and registration information requested by RPI PRINT. Customer is responsible for ensuring that such information remains accurate, current, and complete.

RPI PRINT may issue Customer one or more Keys for use in accessing the RPI PRINT API. Customer is responsible for maintaining the confidentiality and security of its Keys and for implementing reasonable safeguards to prevent unauthorized access, disclosure, or use.

Customer may provide access to its Keys only to employees, contractors, or service providers who require such access to develop, operate, maintain, or support the Customer Application on Customer’s behalf and who are subject to appropriate confidentiality and security obligations. Customer may not sell, transfer, sublicense, or otherwise make its Keys available to any other third party.

Customer is responsible for activity conducted through its account or using its Keys, except to the extent such activity results from the acts or omissions of RPI PRINT.

Customer must promptly notify RPI PRINT if it becomes aware of any unauthorized access to, disclosure of, loss of, or misuse of its Keys or account.

RPI PRINT may disable, revoke, replace, or require rotation of any Key, or suspend Customer’s access to the RPI PRINT API, where RPI PRINT reasonably determines such action is necessary to address a security concern, unauthorized use, violation of this Agreement, or materially inaccurate or incomplete account information.

5. Customer Obligations and Conduct​

5.1 Permitted Use and Compliance​

Customer will use the RPI PRINT API only in accordance with this Agreement, the applicable specifications made available by RPI PRINT, and applicable law.

5.2 Prohibited Conduct​

Customer will not, and will not permit any third party to:

  • (i) impersonate RPI PRINT, any of its Affiliates, or any other person or entity, or misrepresent Customer’s identity, authorization, or affiliation;
  • (ii) use the Services, RPI PRINT API, RPI PRINT Website(s), or RPI PRINT Data for any unlawful, fraudulent, deceptive, abusive, or unauthorized purpose;
  • (iii) interfere with, disrupt, damage, disable, overburden, or impair the Services, RPI PRINT API, RPI PRINT Website(s), or any systems or networks used to provide them;
  • (iv) attempt to gain unauthorized access to the Services, RPI PRINT API, RPI PRINT Data, accounts, systems, or networks, or circumvent any authentication, access-control, security, usage, or technical restriction;
  • (v) transmit malware, viruses, malicious code, corrupted files, or other materials intended or reasonably likely to damage, disrupt, or interfere with systems, software, equipment, or data;
  • (vi) transmit or use Customer Content or other material that Customer does not have the legal right or authorization to submit or use;
  • (vii) provide access to the Services or RPI PRINT Data to any third party except as expressly permitted under this Agreement; or
  • (viii) access, copy, extract, monitor, scrape, or collect RPI PRINT Data or content from the RPI PRINT Website(s) or Services through unauthorized automated or manual means.

5.3 Customer Application and Authorized Users​

Customer is solely responsible for the development, operation, security, configuration, and use of the Customer Application and for activity conducted through the Customer Application by Customer, it’s customers, and its authorized users. Customer is responsible for ensuring that the Customer Application complies with this Agreement and the applicable interoperability, security, and technical requirements made available by RPI PRINT.

5.4 Compliance Information​

Upon reasonable request, Customer will provide information reasonably necessary for RPI PRINT to verify Customer’s compliance with this Agreement or investigate a suspected security issue, misuse, or material violation relating to the Customer Application or Customer’s use of the Services.

5.5 Suspension and Restriction​

RPI PRINT may suspend, restrict, or terminate Customer’s access to the Services or RPI PRINT API where RPI PRINT reasonably determines that such action is necessary to address a security concern, unauthorized or unlawful use, material violation of this Agreement, material risk to RPI PRINT or its systems, or other misuse of the Services. RPI PRINT’s exercise of its rights under this Section does not limit any other right or remedy available under this Agreement.

6. Publicity and Trademark Use​

6.1 RPI PRINT Trademarks and Publicity​

Customer will not use any RPI PRINT Trademark(s), or the name of RPI PRINT or any of its Affiliates, in advertising, marketing, publicity, press releases, endorsements, or other public communications without RPI PRINT’s prior written consent, except as otherwise expressly permitted by this Agreement or applicable law.

6.2 Brand Protection​

Customer will not register, acquire, license, or use any trademark, trade name, service mark, domain name, advertising keyword, search term, or other identifier that is identical or confusingly similar to any RPI PRINT Trademark(s), or that is reasonably likely to create confusion regarding Customer’s affiliation with, sponsorship by, or endorsement by RPI PRINT.

6.3 Customer Trademarks​

RPI PRINT will not use Customer’s trademarks, service marks, logos, or other brand identifiers (“Customer Marks”) without Customer’s prior written consent, except to the extent reasonably necessary to provide the Services.

Any permitted use of Customer Marks by RPI PRINT will be limited to the applicable purpose and will not grant RPI PRINT any ownership interest in the Customer Marks. All right, title, and interest in the Customer Marks, and all goodwill arising from their permitted use, will remain with and inure to the benefit of Customer.

Except as expressly permitted under this Section, neither Party receives any right, title, or interest in the other Party’s trademarks, trade names, logos, or other brand identifiers.

7. Intellectual Property and License​

7.1 RPI PRINT Property​

As between the Parties, RPI PRINT retains all right, title, and interest in and to the RPI PRINT API, Services, RPI PRINT Data, systems, software, technology, documentation, specifications, and other materials provided or made available by RPI PRINT, together with all Intellectual Property Rights therein and thereto (collectively, “RPI PRINT Property”). Except for the limited rights expressly granted under this Agreement, no right, title, or interest in any RPI PRINT Property is transferred to Customer.

Customer will not acquire any ownership interest in modifications, enhancements, updates, or improvements to RPI PRINT Property developed by or on behalf of RPI PRINT in connection with the Services.

7.2 Customer Property​

As between the Parties, Customer retains all right, title, and interest in and to the Customer Application, Customer Content, Customer Marks, and other materials developed, owned by, or licensed to Customer independently of RPI PRINT Property, together with all applicable Intellectual Property Rights therein and thereto.

Except for the limited rights necessary for RPI PRINT to provide the Services under this Agreement, no right, title, or interest in Customer Property is transferred to RPI PRINT.

7.3 Independent Development​

Nothing in this Agreement restricts RPI PRINT from providing similar Services to other customers, including customers that may compete with Customer, or from independently developing products, services, applications, or technology similar to the Customer Application.

7.4 Reservation of Rights​

Except for the rights expressly granted under this Agreement, each Party reserves all rights in its respective Intellectual Property Rights and other property. Except as expressly set forth herein, nothing in this Agreement will be construed as granting either Party any license or other right to the other Party’s Intellectual Property Rights by implication, estoppel, or otherwise.

8. Data Protection and Privacy​

Customer is responsible for ensuring that it has a lawful basis to collect and provide to RPI PRINT any personal information submitted through the Services, including personal information relating to Customer’s end customers, recipients, or other individuals. Customer will provide all notices and obtain all consents or other authorizations required by applicable law before submitting such personal information to RPI PRINT.

Customer will comply with all applicable data-protection and privacy laws in connection with its collection, use, and submission of personal information through the Services and will take reasonable steps to ensure that its employees, contractors, and service providers with access to such information comply with Customer’s applicable privacy and security obligations.

The Parties’ respective roles and RPI PRINT’s collection, use, disclosure, retention, protection, and other processing of personal information are further described in the RPI PRINT Privacy Policies.

9. Term and Termination​

9.1 Term​

This Agreement will remain in effect while Customer maintains an account or uses the Services, unless terminated in accordance with this Section.

9.2 Termination by RPI PRINT​

RPI PRINT may terminate this Agreement for any reason upon ninety (90) days’ written notice to Customer.

9.3 Termination for Breach or Risk​

Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach. Notwithstanding the foregoing, RPI PRINT may suspend or terminate Customer’s access to the Services immediately where permitted under this Agreement or where reasonably necessary to address unlawful activity, fraud, misuse, or a material security risk.

9.4 Effect of Termination​

Upon the effective date of termination:

  • (i) RPI PRINT will cease providing the Services to Customer, except as reasonably necessary to complete Orders that remain eligible for fulfillment under this Section;
  • (ii) Customer and its Affiliates will cease accessing and using the Services and RPI PRINT API, and Customer will discontinue use of all Keys issued in connection with its account;
  • (iii) RPI PRINT Data will remain subject to the confidentiality and use restrictions applicable under this Agreement. Personal information will be retained, used, and otherwise processed in accordance with the RPI PRINT Privacy Policies and applicable law;
  • (iv) Orders that have successfully completed payment processing and have been submitted to a printer for manufacturing before the effective date of termination may continue to be manufactured and shipped in accordance with this Agreement, and Customer will remain responsible for all applicable charges. Orders that have not been submitted for manufacturing as of the effective date of termination may be cancelled by RPI PRINT, with any amounts already collected for such cancelled Orders refunded in accordance with the applicable cancellation provisions of this Agreement; and
  • (v) termination will not relieve either Party of any obligation or liability that accrued before the effective date of termination.

9.5 Survival​

Any provisions of this Agreement that by their nature are intended to survive termination or expiration will survive, including provisions relating to accrued payment obligations, confidentiality, Intellectual Property Rights, data protection and privacy, limitations of liability, indemnification, governing law, and any other rights or obligations that expressly or by their nature continue after termination.

10. RPI PRINT Modifications and Support​

10.1 Modifications to the Services​

RPI PRINT may enhance, update, modify, replace, or deprecate the RPI PRINT API, Services, Keys, documentation, or related functionality from time to time.

Where a modification is reasonably expected to materially affect Customer’s Customer Application’s existing integration with the RPI PRINT API, RPI PRINT will use commercially reasonable efforts to provide advance notice and, where applicable, information reasonably necessary for Customer to update the Customer Application. RPI PRINT may make changes without advance notice where reasonably necessary to address a security issue, legal or regulatory requirement, system-integrity concern, or other urgent operational need.

Nothing in this Section requires RPI PRINT to continue supporting any particular feature, version, endpoint, or functionality indefinitely.

10.2 Customer Application Responsibility​

Customer is solely responsible for developing, maintaining, updating, and supporting the Customer Application and for ensuring that it remains compatible with the then-current specifications and requirements made available by RPI PRINT.

Customer is also responsible for providing support to its own end users for the Customer Application. RPI PRINT’s support obligations to Customer are limited to the support described in Section 3.8.

10.3 Effect of Modifications​

Customer acknowledges that changes to the RPI PRINT API or Services may require Customer to modify the Customer Application. RPI PRINT will not be responsible for failures or interruptions of the Customer Application resulting from Customer’s failure to implement required changes within any applicable transition period communicated by RPI PRINT.

11. Representations and Warranties​

11.1 Disclaimer of Warranties​

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS, SERVICES, RPI PRINT API, RPI PRINT DATA, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE RPI PRINT PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RPI PRINT PARTIES DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

Nothing in this Section limits any express obligation or service commitment specifically stated elsewhere in this Agreement.

11.2 Availability and Operation of the Services​

RPI PRINT does not represent or warrant that the Services or RPI PRINT API will be uninterrupted or error-free, that all defects will be corrected, or that every feature or function will remain continuously available.

RPI PRINT does not warrant that information made available through the Services, including Order, shipment, documentation, or other RPI PRINT Data, will be free from delays, errors, or omissions at all times.

11.3 Customer Representations and Warranties​

Customer represents and warrants that:

  • (i) Customer’s use of the Services and RPI PRINT API will comply with this Agreement and all applicable laws and regulations;
  • (ii) Customer has all rights, licenses, consents, permissions, and authorizations necessary to submit Customer Content, data, and other materials to RPI PRINT and to authorize RPI PRINT and its service providers to use such materials as necessary to provide the Services; and
  • (iii) Customer’s use of the Services, Customer Application, Customer Content, and other materials provided to RPI PRINT will not infringe, misappropriate, or otherwise violate the Intellectual Property Rights or other rights of any third party.

11.4 Customer Content and Application Responsibility​

RPI PRINT does not endorse or independently verify Customer Content or the Customer Application, and is not responsible for the accuracy, legality, quality, or suitability of Customer Content or the Customer Application, except for RPI PRINT’s obligations expressly stated in this Agreement.

Customer remains responsible for Customer Content and the Customer Application as provided elsewhere in this Agreement.

Some jurisdictions do not permit the exclusion of certain warranties or limitations on statutory rights. Accordingly, the disclaimers in this Section apply only to the fullest extent permitted by applicable law.

12. Limitation of Liability​

12.1 Exclusion of Certain Damages​

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RPI PRINT PARTIES WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PRODUCTS, THE SERVICES, THE RPI PRINT API, OR RPI PRINT DATA, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT RPI PRINT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The foregoing limitation applies to damages arising from, among other things, interruptions or delays in the Services; Customer’s use of or inability to use the RPI PRINT API or Services; errors or omissions in information made available through the Services; Customer Content or the Customer Application; carrier, customs, or other third-party activity; or other circumstances outside RPI PRINT’s reasonable control.

12.2 Limitation of Aggregate Liability​

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE RPI PRINT PARTIES ARISING OUT OF OR RELATING TO AN ORDER, PRODUCT, SHIPMENT, OR THE SERVICES PROVIDED IN CONNECTION WITH AN ORDER WILL NOT EXCEED THE TOTAL PRODUCT AND SHIPPING CHARGES PAID BY CUSTOMER TO RPI PRINT FOR THE ORDER OR ORDERS GIVING RISE TO THE CLAIM.

12.3 Application of Limitations​

The limitations in this Section apply regardless of whether a claim is based in contract, tort, negligence, strict liability, statute, or any other legal or equitable theory, and will apply even if a limited remedy provided under this Agreement fails of its essential purpose.

Nothing in this Section limits any liability that cannot lawfully be excluded or limited under applicable law.

13. Indemnity​

To the fullest extent permitted by applicable law, Customer will defend, indemnify, and hold harmless the RPI PRINT Parties from and against any third-party claim, action, proceeding, liability, damage, loss, cost, or expense, including reasonable attorneys’ fees, arising out of or relating to:

  • (i) Customer Content, including any claim that Customer Content infringes, misappropriates, or otherwise violates the Intellectual Property Rights, privacy rights, publicity rights, or other rights of a third party;
  • (ii) the Customer Application or Customer’s operation, marketing, sale, or use of the Customer Application;
  • (iii) Customer’s or its authorized users’ unlawful, unauthorized, or improper use of the Services or RPI PRINT API;
  • (iv) Customer’s material breach of this Agreement; or
  • (v) any claim by Customer’s end user or other third party arising from Customer’s products, services, representations, warranties, marketing, sales activities, or relationship with such third party, except to the extent the claim results from RPI PRINT’s breach of this Agreement.

RPI PRINT will promptly notify Customer of any claim for which it seeks indemnification and will provide reasonable cooperation in the defense of the claim at Customer’s expense.

Customer may control the defense and settlement of the claim, provided that Customer may not settle any claim in a manner that admits fault or liability by an RPI PRINT Party, imposes any obligation on an RPI PRINT Party, or requires any payment by an RPI PRINT Party without RPI PRINT’s prior written consent.

This indemnity is in addition to, and does not limit, any other indemnification obligation expressly agreed to in writing between Customer and RPI PRINT.

14. Electronic Communications​

Customer consents to receive routine service communications, operational updates, disclosures, agreements, and other non-contractual communications relating to the Services by electronic means, including through email, the RPI PRINT API, the RPI PRINT Website(s), or other electronic methods made available by RPI PRINT.

Customer agrees that communications provided electronically satisfy any legal requirement that such communications be provided in writing, to the fullest extent permitted by applicable law.

Customer is responsible for maintaining current and accurate contact information and for monitoring the electronic communication methods associated with its account.

Formal notices required or permitted under this Agreement are governed by Section 17. Nothing in this Section limits any rights that cannot be waived under applicable law.

15. Governing Law​

This Agreement will be governed by and construed in accordance with the laws of the United States and the State of Washington, without regard to its conflict-of-laws principles that would require the application of the laws of another jurisdiction. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, interpretation, validity, performance, or termination, or any dispute between the parties arising from the parties’ relationship created by this Agreement, shall be instituted exclusively in the state and federal courts located in King County, Washington, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such dispute.

The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The Parties further agree to waive and opt-out of any application of the Uniform Computer Information Transactions Act (UCITA), or any version thereof, adopted by any state of the United States in any form.

16. Relationship of Parties​

RPI PRINT and Customer are independent contractors. Nothing in this Agreement creates or will be construed to create a partnership, joint venture, agency, franchise, employment, fiduciary, or other similar relationship between the Parties.

Neither Party has authority to bind the other Party, enter into any agreement on the other Party’s behalf, or make any representation, warranty, or commitment on behalf of the other Party unless expressly authorized in writing.

Each Party is solely responsible for its own personnel, operations, obligations, and expenses in connection with this Agreement.

17. Notices​

Any formal notice required or permitted under this Agreement must be in writing and delivered by email, nationally recognized overnight courier, or first-class or certified mail.

RPI PRINT may provide formal notice to Customer using the email address or mailing address associated with Customer’s account. Customer is responsible for maintaining current and accurate contact information.

Customer may provide formal notice to RPI PRINT by email to the contact address designated by RPI PRINT for legal or contractual notices, or by mail or nationally recognized overnight courier to:

RPI Print, Inc.
3325 S. 116th St., Suite 161
Tukwila, WA 98168

Unless otherwise required by applicable law, notice will be deemed received:

  • (i) for email, when sent, provided the sender does not receive a delivery-failure notification;
  • (ii) for overnight courier, on the date delivery is confirmed by the courier; and
  • (iii) for first-class or certified mail, three (3) Business Days after mailing.

Routine service communications, operational updates, support communications, and other non-contractual communications may be provided electronically as described in Section 14.

18. Force Majeure​

Neither Party will be liable for any delay or failure to perform its obligations under this Agreement, other than obligations to pay amounts already due, to the extent caused by circumstances beyond that Party’s reasonable control.

Such circumstances may include acts of God; severe weather or other natural disasters; fire, flood, earthquake, or explosion; epidemic or pandemic; war, terrorism, civil unrest, or national emergency; governmental action, embargo, sanctions, or changes in law; labor strikes or other labor disruptions; interruption of utilities, telecommunications, transportation, or carrier services; material supply-chain disruptions; or failures of third-party infrastructure or service providers beyond the affected Party’s reasonable control.

The affected Party will use commercially reasonable efforts to mitigate the impact of the event and resume performance as soon as reasonably practicable. Where the event is reasonably expected to materially affect the Services or fulfillment of Orders, the affected Party will use commercially reasonable efforts to provide notice to the other Party.

19. Other​

19.1 Entire Agreement​

This Agreement, together with any documents expressly incorporated by reference, constitutes the complete and exclusive agreement between RPI PRINT and Customer regarding its subject matter and supersedes all prior or contemporaneous discussions, communications, representations, or agreements relating to that subject matter.

19.2 Severability​

If any provision of this Agreement is determined to be invalid or unenforceable, that provision will be interpreted or modified to the minimum extent necessary to make it enforceable while preserving its intended purpose. The remaining provisions will remain in full force and effect.

19.3 No Waiver​

A Party’s failure or delay in exercising any right or remedy under this Agreement will not constitute a waiver of that right or remedy. Any waiver must be in writing and will apply only to the specific circumstance for which it is given.

19.4 Headings​

Section and subsection headings are provided for convenience only and do not affect interpretation of this Agreement.

19.5 Language​

The Parties agree that this Agreement and all related contractual documents will be prepared and interpreted in the English language.

19.6 Agreement Acceptance and Availability​

Customer accepts this Agreement by clicking “I Agree,” creating an account, accessing or using the Services, or otherwise indicating acceptance through a method made available by RPI PRINT. The current version of this Agreement will be made available through the RPI PRINT Website(s).