Please read the agreement carefully. In order to be accepted as a RiDP™ Basic Member you will have to agree to and honor the following Ricoh Developer Program™ Agreement.
RiDP™ Basic and Premier Membership Agreement
© 2005 - 2010 Ricoh Americas Corporation. All rights reserved.
IMPORTANT NOTICE: THIS IS A LEGAL AGREEMENT BETWEEN YOU (“MEMBER”) AND RICOH AMERICAS CORPORATION (“RICOH”). BY ACCESSING THE RiDP WEBSITE AND/OR DOWNLOADING, VIEWING, INSTALLING, LOADING, COPYING OR USING THE ANY OF THE SPECIFICATIONS, PROTOCOLS, INSTRUCTIONS, DOCUMENTATION, TOOLS, DEVELOPMENT AIDS, SOFTWARE OR INFORMATION MADE AVAILABLE TO RiDP BASIC OR PREMIER LEVEL MEMBERSHIP (“RiDP Basic or Premier Materials”), YOU ARE CONSENTING TO BE LEGALLY BOUND BY THE TERMS OF THIS MEMBERSHIP AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED OR PERMITTED TO USE THE RiDP Basic or Premier Materials, AND ARE NOT ENTITLED TO BECOME A RiDP BASIC OR PREMIER LEVEL MEMBER.
GEOGRAPHIC LIMITATION: You may not download, install or use the RiDP Basic or Premier Materials in any country or jurisdiction where applicable law requires them, or this Agreement, to be in a language other than English.
1. Program Membership; Responsibilities. Subject to payment of all required Fees and your compliance with all member obligations under this Agreement, Ricoh hereby appoints you as a RiDP Member at the Basic or Premier Level of the RiDP Program, as specified in your application or request for membership, with the right to utilize the benefits, services and RiDP Basic or Premier Materials (depending upon your respective Level of membership) under the terms set forth herein and as posted on the RiDP website. Member’s benefits and responsibilities are limited to those available for the Basic or Premier Level of the Program, as the case may be, and by this Agreement. Please refer to the RiDP website for more information about Member benefits. Any conferences, forums, special events, or other benefits under the RiDP Program shall be extended by invitation only, at Ricoh's sole discretion. Nothing in this Agreement shall give Member the right to use any Ricoh name or trademark, except that Ricoh grants Member a personal, non exclusive, limited license to use any RiDP Program logos applicable to Member’s Level of membership but only in connection with its membership in the RiDP Program. Member agrees that it will conduct itself ethically, with integrity and in compliance with applicable laws, and that it will not disparage Ricoh, its products and services or the RiDP Program. Member is solely responsible for the design, manufacturing, warranty, maintenance, distribution, support, use, performance, and quality of Member's products and services, and for all claims made by its customers or resellers.
a. Non-Exclusivity; No Assurances. This Agreement is not exclusive in any respect. Each party may enter into similar agreements with other parties. Member acknowledges that Ricoh intends to enter into similar agreements with other companies that may compete directly or indirectly with Member or Member's products. Further, nothing contained in this Agreement will limit the right of each party to develop and distribute software, products and/or services (including product or software functionality, features or configurations) similar to those of the other party, so long as the IP Rights of the other party are not included in such software or product.
b. No Partnership. The parties undertake their respective obligations under this Agreement as independent contractors. This Agreement does not, and is not intended to, create any employment, agency, distributorship, franchise, joint venture, legal partnership or other similar legal relationship between Ricoh and Member. Neither party shall have any right or authority to act on behalf of, or to bind, the other party, and neither party shall represent to any third party that it has such right or authority. Nothing herein shall obligate either party to proceed with any transaction between them.
2. Changes to Program. Member acknowledges and agrees that Ricoh may, in its sole and absolute discretion, and at any time, from time to time, expand, reduce, change the scope or contents of, and/or discontinue, any terms, Levels, benefits or RiDP Basic or Premier Materials offered under the RiDP Program.
3. Technical Support; Testing. Ricoh offers no technical support for RiDP Basic Level Members, or in connection with the RiDP Basic Materials. Support or assistance may be available on a time and materials basis. Contact your program administrator for details. Premier Level members should review the RiDP website for latest support offerings. Member further acknowledges that Ricoh is not required to provide any updates, upgrades, or any new versions of the RiDP Basic or Premier Materials. Ricoh has no obligation to test or otherwise evaluate any applications or solutions Member may develop utilizing the RiDP Basic or Premier Materials. If, at its sole option, Ricoh does any such testing or evaluation, Member shall be responsible for the payment of testing fees as quoted by Ricoh, and hereby grants Ricoh all rights necessary to do such testing and/or to evaluate such Member applications for compatibility with Ricoh products and platforms either in the United States and/or in Japan.
4. Ownership of RiDP Basic or Premier Materials & Intellectual Property; Limited License. You acknowledge and agree that the RiDP Basic or Premier Materials use and contain confidential and proprietary information and technology of Ricoh and embody trade secrets and intellectual property of Ricoh and/its licensors protected under United States copyright and other laws, and by international treaty provisions (collectively referred to as “Ricoh’s Intellectual Property Rights”). Your rights in the RiDP Basic or Premier Materials, as the case may be, are limited to those license rights expressly granted under this Agreement, and Ricoh retains all rights not expressly granted herein. Without limiting the foregoing, Ricoh and/or its licensors retain all right, title, and interest in and to Ricoh’s Intellectual Property Rights, including but not limited to: (i) all specifications, instructions, explanations and protocols for any Ricoh print controller language, or private MIB, or similar matters, (ii) all software code (source and object), functionality, technology, system or network architecture and user interfaces and all modifications thereto; (iii) all ideas, trade secrets, inventions, patents, copyrights and other intellectual property rights with respect to the RiDP Basic or Premier Materials; (iv) all evaluations, comments, ideas and suggestions made by You regarding the RiDP Basic or Premier Materials, even if those are incorporated into subsequent versions, and (v) any modifications or derivative works developed from Ricoh’s Intellectual Property Rights. You agree to treat, protect and maintain, Ricoh’s Intellectual Property Rights as strictly confidential.
a. Limited License. Subject to the terms, conditions and restrictions of this Agreement, Ricoh grants Member a limited, non-exclusive, non-transferable, non-sublicensable license to use the RiDP Basic or Premier Materials, available for that Level of membership as the case may be, solely in conjunction with the development of Member’s products or services that are designed to interoperate with Ricoh products. The duration of this limited license is coterminous with the Term of this Agreement.
b. Software. In the event the RiDP Basic or Premier Materials now or at any time in the future include any software or software development tools kits, code or sample code of any type, then you shall have a limited license to load, run and use such software only during the Term of this Agreement and in each case only in full compliance with the terms and conditions of the software license agreement or “EULA” that governs such software.
5. Fees. Currently, there is no charge for annual Basic Level membership in the RiDP Program. Please visit the RiDP website to see the current fees for the Premier Level. All fees are fixed only for the first year of membership, and Ricoh reserves the right to change the fees and/or its fee structure at any time in subsequent or renewal periods following reasonable notice (which may be by posting on the RiDP website). Failure to pay any fees when due will result in immediate termination of Membership and access to the RiDP website.
6. Term and Termination.
a. Term. This Agreement will commence as of the date Member first joins the RiDP Program and will remain in effect for a period of one (1) year (the “Term”), unless terminated earlier upon mutual written agreement of the parties or as otherwise described in this Section. Following the expiration of the initial or any extended Term and unless terminated by written notice as provided below, this Agreement shall automatically renew for additional successive periods of one year each.
b. Termination. Either party may terminate this Agreement without cause upon thirty (30) days prior written notice to the other party. Ricoh may terminate this Agreement for cause immediately and without prior notice if Member (i) breaches any obligation under this Agreement; (ii) fails to pay any Fees when due; (iii) ceases to conduct business in the normal course, becomes insolvent, enters in bankruptcy procedures or becomes subject to any other judicial proceedings that relate to insolvency or protection of creditor's rights; or (iv) harms or attempts to cause harm, mischief or damage to the RiDP website.
c. Effects of Expiration or Termination. Upon expiration of the Term, or termination of this Agreement by either party (with or without cause): (i) all rights, licenses and Membership benefits granted to Member under this Agreement will immediately cease and revert to Ricoh; (ii) Member will immediately cease to represent itself as a RIDP member; (iii) Member will immediately cease use of the RiDP Basic or Premier Materials and any Ricoh Confidential or Proprietary Information, and (iv) Member will have no further access to the RiDP website. The expiration or termination of this Agreement shall not limit Ricoh from pursuing other remedies available to it, including injunctive relief, nor shall such expiration or termination relieve Member of its obligation to pay all Fees.
d. Survival. Notwithstanding any provision to the contrary, the provisions of this Agreement necessary to give it effect will survive the expiration or termination of this Agreement.
7. Warranty Disclaimer and Limitation of Liability. All use of the RiDP Basic or Premier Materials for any purpose and all work performed or services or products developed by Member in connection with the RiDP Program, and RiDP Basic or Premier Materials is expressly done at Member’s sole risk. Ricoh shall not be responsible for Member’s use of the RiDP Basic or Premier Materials or the results, errors or problems arising therefrom. Ricoh does not in any manner endorse Member's products or services or their compatibility with Ricoh products, and Member shall not make any statement or other claim that implies otherwise. Member agrees to hold Ricoh harmless from and indemnify it against any and all liability, claims, damages, demands, litigation, losses, costs or damages of any type whatsoever (including reasonable attorneys fees), arising from, out of, or attributable to Member’s use of the RiDP Basic or Premier Materials; its RiDP Membership; breach of this Agreement, and/or for any claims that any Member products or services developed using the RiDP Basic or Premier Materials infringes or violates any patent, copyright, trademark, trade secret, or other property right of any third party; provided that Member shall have no liability for infringement that would not have occurred but for its use of the RiDP Basic or Premier Materials.
a. WARRANTY DISCLAIMER. THE RiDP BASIC OR PREMIER MATERIALS AND ALL GOODS AND/OR SERVICES PROVIDED WITH RESPECT TO THE RiDP PROGRAM HEREUNDER ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND. RICOH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE AND OF NON INFRINGEMENT.
b. LIMITATION OF LIABILITY. IN NO EVENT SHALL RICOH OR ITS PARENT, SUBSIDIARIES OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, DATA OR USE, INCURRED BY MEMBER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF RICOH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RICOH'S AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID TO RICOH BY MEMBER UNDER THIS AGREEMENT FOR THE CURRENT TERM.
8. Confidentiality.
a. Confidential Information. Member agrees that all information it learns from Ricoh, in connection with this Agreement or otherwise relating to Ricoh's RiDP Basic or Premier Materials, the properties, composition or structure thereof or (including, without limitation, private MIB, Ricoh print controller language, computer programs, algorithms, names and expertise of employees and consultants, know-how, formulae, processes, ideas, inventions, schematics and other technical, business, financial, customer and product development plans, forecasts, strategies and information), shall be deemed the confidential property of Ricoh ("Confidential Information").
b. Non Disclosure; Exceptions. Member agrees (i) to hold Ricoh's Confidential Information in confidence and to take all reasonable precautions to protect such Confidential Information (including, without limitation, similar precautions to those which Member employs with respect to its confidential materials of similar nature or value), (ii) not to divulge any Confidential Information to any third person outside of its control without the express written consent of Ricoh, and (iii) not to use such Confidential Information at any time during or following the term of this Agreement, except for the purposes contemplated by this Agreement. Provided, however, that the Confidential Information may be disclosed to those of Member’s officers and employees or others under its control who have need of all or part of the Confidential Information to perform duties and obligations in furtherance of this Agreement. All such persons shall be directed and required to maintain any Confidential Information in strict confidence at all times and to restrict its use to the purposes of this Agreement. Upon the expiration or termination of this Agreement, Member agrees to return to Ricoh or destroy (and provide a certification of such destruction) all Confidential Information including but not limited to the RiDP Basic or Premier Materials. Notwithstanding the foregoing, information shall not be considered Confidential Information if the same is: (1) In the public domain at the time of disclosure or if same is subsequently made available to the general public other than by a disclosure made by Member or its officers, employees, servants or agents; (2) Known to Member at the date of disclosure to it by Ricoh; (3) Used or disclosed with the prior written approval of Ricoh; (4) Disclosed pursuant to the order of any Court of competent jurisdiction; (5) Disclosed without restriction from a third party source, or (6) Independently developed by Member without recourse to or utilization of any portion of the Confidential Information which is disclosed to it hereunder.
c. No Grant of Rights. Neither this Agreement, nor the furnishing of any Confidential Information or other material (including but not limited to the RiDP Basic or Premier Materials), shall be construed as granting to Member, expressly or by implication, estoppel or otherwise, any license under any invention or patent, copyright or to any technology know-how or show-how license now or which may thereafter be owned or controlled by Ricoh.
d. Member Information. Ricoh does not wish to receive information, which is considered confidential by Member. Therefore, no information received by Ricoh from Member in connection with the RiDP Program shall be protected as confidential.
9. General Provisions.
a. Transfers Prohibited. Program membership and the licenses granted hereunder are personal to Member and may not be sold, assigned or transferred. Any “change in control” on Member’s part must be approved in advance by Ricoh in its reasonable discretion, which may include consideration of the principle business of the proposed assignee and its software programming capabilities, financial capacity, business reputation and business experience. As used herein, “change in control” means any transfer of more than 50% of the ownership, control or voting rights of Member’s business organization. Ricoh may assign this Agreement to any parent, subsidiary or affiliate, to any entity with which or into which it is merged, or to any purchaser of all or substantially all of its assets on a going concern basis. Any transferee of either party shall sign a written assumption of this Agreement.
b. Export Controls. You may not use or otherwise export or re-export the RiDP Basic or Premier Materials except as authorized by United States law and the laws of the jurisdiction in which the RiDP Basic or Premier Materials were obtained. In particular, but without limitation, the RiDP Basic or Premier Materials may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the RiDP Basic or Premier Materials, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the RiDP Basic or Premier Materials for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
c. U.S. Government Restricted Rights. If Member is licensing the RiDP Basic or Premier Materials or its accompanying documentation on behalf of the U.S. Government, the Services are classified as "Commercial Computer Software" and "Commercial Computer Documentation" developed at private expense, contains confidential information and trade secrets of Ricoh and its licensors, and are subject to "Restricted Rights" as that term is defined in the Federal Acquisition Regulations ("FARs"). The Contractor/Manufacturer is the Ricoh entity shown in the signature block hereto.
d. Governing Law; Jurisdiction. This Agreement and all matters arising out of or relating thereto, shall be governed by the laws of the State of New Jersey, excluding its conflict of law provisions. Member consents to jurisdiction and venue in either the state or federal courts in the State of New Jersey. The parties hereby waive any right they may have to trial by jury.
e. Injunctive Relief. Member acknowledges and agrees that breach of the licensing, IP Rights or confidential information provisions of this Agreement would cause substantial harm to Ricoh that could not be remedied by payment of damages alone. Accordingly, in the event of a default hereunder, in addition to monetary damages, and without waiving any other rights or remedies, Ricoh will be entitled to seek injunctive or equitable relief.
f. Notices. All notices provided under this Agreement shall be in writing and shall be deemed to have been given upon (i) the date of delivery by a nationally recognized express delivery service, (ii) the first business day after sending by email or (iii) if by certified mail return receipt requested, on the date received, in each case to the addresses set forth above and to the attention of the signatory of this Agreement or to such other address or individual as the parties may specify from time to time by written notice to the other party. All notices to Ricoh shall include a copy to the same address to the attention of “General Counsel” at Ricoh Americas Corporation, 5 Dedrick Place, West Caldwell, NJ, 07006.
g. Severability & Waiver. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
h. Entire Agreement & Order of Precedence. This Agreement together with the then current version of any additional RiDP Program information as posted on the RiDP website, which is hereby incorporated by reference, constitute the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. In the event of any conflict between this Agreement and the website materials, this Agreement shall control. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party. No other act, document, usage or custom shall be deemed to amend or modify this Agreement.
i. CAN SPAM. Member hereby provides its “Affirmative Consent” as that term is defined in Section 3(1) of the Controlling the Assault of Non-Solicited Pornography and Marketing Act, to receive commercial electronic mail messages from Ricoh and its contractors.
© 2005 - 2012 Ricoh Americas Corporation. All rights reserved.
