Last Updated: July 10, 2026
These Terms and Conditions (the ‘Terms’) represent a legal agreement between the business on whose behalf the Sign Up Form (as defined herein) is submitted (the ‘Customer’) and Vendo (as defined herein), governing access to and use of the Sandbox (as defined herein).
THE SANDBOX IS AN EVALUATION VEHICLE ONLY, OFFERED EXCLUSIVELY TO BUSINESSES ON A BUSINESS-TO-BUSINESS BASIS. IT IS NOT A SAAS OFFERING, A CLOUD PRODUCT, OR A PRODUCTION SERVICE, AND IT IS NOT OFFERED TO CONSUMERS. THE SANDBOX IS INTENDED FOR FICTITIOUS TEST DATA ONLY: NO PRODUCTION DATA, PERSONAL INFORMATION, OR OTHER REAL DATA MAY BE ENTERED INTO IT, AND ALL DATA MAY BE DELETED AT ANY TIME WITHOUT NOTICE. BY CLICKING “AGREE” DURING SIGN UP, OR BY ACCESSING OR USING THE SANDBOX, THE CUSTOMER EXPRESSLY AGREES TO BE BOUND BY THESE TERMS. IF THE CUSTOMER DOES NOT AGREE TO THESE TERMS, THE CUSTOMER MUST NOT ACCESS OR USE THE SANDBOX.
We, Vendo, may revise or otherwise change or update these Terms. Please check the ‘Last Updated’ legend at the top of this page to see when these Terms were last revised. Changes will become effective immediately after they are posted. A current version of these Terms showing the effective date is always available at the Website. The Customer is responsible for reviewing these Terms periodically for changes. If the Customer does not agree to these Terms as modified, the Customer must discontinue use of the Website and the Sandbox. Continued use of the Website or the Sandbox will constitute the Customer’s acceptance of these Terms as revised.
1. GENERAL PROVISIONS
1.1 Vendo develops and maintains the Spree Commerce Project and commercially licenses the Software, which is an eCommerce software platform based on that project. Vendo offers the Sandbox: free, disposable, hosted instances of the Software, provided solely to enable prospective customers to test and evaluate the Software for the Evaluation Purpose. Vendo provides the Sandbox to Customers who conclude the Agreement with Vendo by accepting these Terms when completing the Sign Up.
1.2 The Sandbox is an evaluation vehicle only. It is not a SaaS offering, a cloud product, or a production service. Vendo does not offer any service levels, availability or uptime commitments, technical support, data durability, back-ups, or continuity in connection with the Sandbox. The Sandbox may not include all features of the Software, may be subject to configuration and resource restrictions, and may differ from both the Software available under a commercial agreement and the Open Source Release; features, quotas, and limits may change at any time without notice.
1.3 The Sandbox is offered exclusively on a business-to-business basis. It may be used only by businesses, meaning legal entities of any form as well as sole proprietorships and self-employed individuals acting exclusively for the purposes of their trade, business, or profession. The Customer acknowledges and agrees that, in using the Sandbox, the Customer and each Authorized User is acting exclusively in such a business capacity for the Evaluation Purpose, and shall not be considered a consumer within the meaning of the Relevant Laws. The Sandbox is not offered to, and may not be used by, consumers or for personal, family, or household purposes.
1.4 The use of the Sandbox is conditional on the Customer accepting these Terms and complying with both the Terms and the Relevant Laws. Expressing consent to comply with these Terms when completing the Sign Up constitutes the Customer’s full acceptance of the Terms.
1.5 Access to the Sandbox requires completing the Sign Up using one of the sign-up methods made available by Vendo from time to time (currently, for example, via GitHub or Google OAuth, or email with mandatory confirmation) and obtaining login credentials. If the Customer signs up via OAuth, the Customer accepts that Vendo receives profile data from the relevant identity provider (such as GitHub or Google).
1.6 The Agreement is concluded upon completion of the Sign Up by the First Authorized User; each individual subsequently invited as an Authorized User must complete the Sign Up and confirm that they have read and accept these Terms, and upon doing so becomes the Authorized User under the Agreement already in force between Vendo and the Customer (no separate Agreement is concluded).
1.7 The First Authorized User may invite additional individuals to a Sandbox Instance as Authorized Users of the Customer. Each invited individual must complete the Sign Up via the registration link contained in the invitation and accept these Terms before accessing the Sandbox Instance. The Customer shall ensure that invitations are sent only to individuals entitled to act on the Customer’s behalf.
1.8 The individual completing the initial Sign Up for an account represents and warrants that such individual is acting as a representative of, and on behalf of, the Customer and for the purpose of obtaining the Sandbox for the Customer, and that such individual has the authority to bind the Customer to these Terms. Upon completing the initial Sign Up, such individual becomes the Customer’s First Authorized User. Each individual completing the Sign Up upon an invitation represents and warrants that they are entitled to act on the Customer’s behalf. Vendo may rely on these representations and may establish the identity of the Customer from the information provided or made available during any Sign Up (including the business email domain), without any obligation to verify it. The Customer is responsible for all acts and omissions of its Authorized Users as if they were the Customer’s own.
1.9 Accounts may not be shared, transferred, or resold. The Customer may hold multiple Sandbox Instances; each Sandbox Instance is created upon the respective initial Sign Up and is governed by a separate Agreement. The Customer must treat its account information (including, but not limited to, usernames, passwords, and any other information required as part of Vendo’s security procedures) as confidential and is responsible for all activities that occur under its account, including the activities of its Authorized Users. The Customer must maintain accurate information about itself and its account. The Customer understands and agrees that it is solely responsible for managing and maintaining the security of its account and will not hold Vendo responsible for any unauthorized access to its account. The Customer must notify Vendo promptly at the email provided in Section 15.2 of any unauthorized use of its login credentials or any other breach of security that the Customer becomes aware of or reasonably suspects, involving or relating to the Sandbox or the Sign Up.
1.10 Vendo reserves the right to take any and all action, as it deems necessary or reasonable, to maintain the security of the Sandbox and the Customer’s account, including without limitation terminating or disabling the Customer’s account or any Sandbox Instance, changing the Customer’s username, password, or other identifier, or requesting information to verify the Customer’s identity or authorization, at any time, including if the Customer has violated any provision of these Terms.
1.11 The Sandbox is operated by Vendo, the commercial company behind the Spree Commerce Project. The Sandbox exists solely to enable prospective customers to evaluate the Software and it is not intended for production use.
2. DEFINITIONS AND INTERPRETATION
2.1 Unless the context otherwise requires, each capitalized word or phrase in these Terms shall have the following meaning:
‘Affiliate’ means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where “control” means ownership of more than 50% of the voting interests or the power to direct the management of an entity;
‘Agreement’ means the agreement between Vendo and the Customer concluded upon the Customer’s acceptance of the Terms when completing the initial Sign Up. The entire Agreement consists of these Terms and the Privacy Notice, which is expressly incorporated herein by reference;
‘Authorized User’ means each individual (such as an employee, director, agent, independent contractor, or another representative of the Customer) authorized to use the Sandbox on the Customer’s behalf for the Evaluation Purpose, namely: (a) the individual who completed the initial Sign Up (the ‘First Authorized User’); and (b) each individual invited under Section 1.7 who has completed the Sign Up. Any individual accessing the Sandbox under the Customer’s account is deemed to act on behalf of, and with the authorization of, the Customer;
‘Confidential Information’ means the terms of the Agreement, together with all information, whether in written or any other form, which has been or may be disclosed in the course of the discussions leading up to the entering into, or in the performance of, the Agreement, and which may reasonably be considered confidential by its nature, including information relating to the Agreement, the Sandbox or the Software, information of a technical nature, and any information relating in any manner to the business, operations, processes or affairs of a Party, in particular (but without limitation): (a) any non-public source code and pre-release components of the Software; (b) information concerning persons and entities working for or cooperating with a Party, as well as persons and entities that plan or planned work or cooperation with a Party, regardless of the legal form of such association or work; (c) the workflows and toolsets of a Party and of persons and entities working for or cooperating with a Party; (d) completed, ongoing and planned projects of a Party; (e) financial data of a Party; (f) details of contracts concluded by a Party;
(g) the plans and strategies of a Party; and (h) the identity of the customers and contractors of a Party and any information relating to them. Confidential Information does not include Usage Data or Feedback, which are governed by Sections 4 and 5.6, respectively;
‘DMCA’ means the Digital Millennium Copyright Act;
‘Effective Date’ means the date on which the Agreement is concluded and becomes effective, being the date on which the Customer accepts the Terms by completing the initial Sign Up;
‘Evaluation Purpose’ means internal testing and evaluation of the Software by the Customer for the purpose of assessing a potential license or services usage or purchase from Vendo. The Evaluation Purpose excludes any production, commercial, or live use;
‘Feedback‘ means any suggestions, comments, ideas, feature requests, bug reports, or other feedback voluntarily provided by the Customer or its Authorized Users to Vendo, directly or through channels made available by Vendo (such as in-product forms or community forums), relating to the Sandbox, the Software, or other Vendo products or services;
‘Intellectual Property Rights’ means all intellectual property rights, including patents, utility models, trademarks, trade names, domain names, social media handles, database rights, rights in designs, copyrights (including rights in computer software), trade secrets and know-how, and topography rights (whether or not any of these rights are registered, and including applications and the right to apply for registration of any such rights), and all rights and forms of protection of a similar nature or having an equivalent or similar effect to any of these which may exist anywhere in the world, in each case for their full term, and together with any renewals or extensions;
‘Liabilities’ means any and all actions, awards, claims, costs (including legal costs and reasonable attorneys’ fees), damages of any kind, losses, demands, expenses, interest, fines, penalties, taxes, settlements, judgments, and proceedings, whether arising in contract, tort (including negligence), under statute or otherwise;
‘Open Source Release’ means the community release of the Spree Commerce Project for self-hosting, licensed separately under its applicable open source license; the Open Source Release does not include commercial editions or features of the Software available only under a separate agreement with Vendo;
‘Party’ means Vendo or the Customer as appropriate;
‘Parties’ means Vendo and the Customer jointly;
‘Privacy Notice’ means Vendo’s privacy notice available on the Website, describing how Vendo processes personal information;
‘Relevant Laws’ means any statute, enactment, ordinance, order, regulation, guidance, or another similar instrument in any applicable jurisdiction which relates to the performance of the Agreement;
‘Sandbox’ means the Spree Commerce Sandboxes evaluation environment: free, disposable, hosted instances of the Software made available by Vendo solely for the Evaluation Purpose, together with the related Website functionality; each such individual instance provisioned to the Customer under these Terms is a ‘Sandbox Instance’;
‘Sign Up’ means the registration on the Website required to use the Sandbox, completed by submitting the dedicated sign-up form available on the Website (the ‘Sign Up Form’) and accepting these Terms by clicking the acceptance checkbox. A Sign Up completed directly via the Sign Up Form available at https://console.spree.sh/signup, by an individual acting on the Customer’s behalf, is an ‘initial Sign Up’; individuals invited under Section 1.7 complete the Sign Up via the registration link contained in the invitation (which may reference the name of the relevant Sandbox Instance);
‘Software’ means the eCommerce software platform licensed commercially by Vendo, based on the Spree Commerce Project, including tools for managing products, orders, payments, and storefronts;
‘Spree Commerce Project’ means the Spree Commerce open source software project, maintained by Vendo and available at https://github.com/spree/spree;
‘Test Data’ means fictitious, non-production data entered into a Sandbox Instance by the Customer or its Authorized Users;
‘Usage Data’ means data concerning access to and use of the Sandbox, including account and registration data, logins, page views, clicks, session activity and behavior, feature usage and configuration choices, instance activity and events, device and browser data, approximate location derived from IP address, and technical logs;
‘Vendo’ means VENDO CONNECT INC, a Delaware corporation, registered with the Delaware Division of Corporations under file number 7005612, with its correspondence address at 3500 S DuPont Highway, STE FL101, Dover, Kent County, Delaware 19901, USA;
‘Vendo Personnel’ means any employee, director, subcontractor, agent, or other individual acting on behalf of Vendo in connection with the Sandbox;
‘Website’ means Vendo’s websites relating to the Sandbox, in particular the main website at spree.sh and the management console at console.spree.sh, together with their subdomains, and all content, functionality, and documentation provided on them by Vendo; the Website does not include Sandbox Instances or any content entered into them by Customers or their Authorized Users, even where a Sandbox Instance is hosted on Vendo’s domains, uses a subdomain containing the name of a Sandbox Instance, or is accessible through the Website.
2.2 Headings are included in these Terms for ease of reference only and shall not affect the interpretation or construction of these Terms.
2.3 Words such as ‘include’, ‘including’, ‘in particular’, and ‘such as’ shall be deemed to be followed by the words ‘without limitation’ and shall not be interpreted as limiting the generality of any foregoing words. Words in the singular include the plural and vice versa.
2.4 In these Terms, unless the context requires otherwise, words importing the singular include the plural and vice versa.
3. THE SANDBOX – SCOPE AND NATURE
3.1 Under these Terms Vendo provides the Customer with access to the Sandbox solely for the Evaluation Purpose. No other services (including any production hosting, migration, support, or professional services) are provided under these Terms; any such services or cooperation between Vendo and the Customer will be subject to separate agreements.
3.2 Sandbox Instances are temporary and disposable. Vendo may suspend, modify, limit or reduce the resources available to, or delete any Sandbox Instance, together with all data contained in it, at any time, with or without notice, and has no obligation to store, back up, retain, export, or return any data entered into a Sandbox Instance (including Test Data and any other content entered by the Customer). Without limiting the foregoing, Vendo may delete any Sandbox Instance, and any associated accounts and credentials, after three (3) months of inactivity.
3.3 The Sandbox is for Test Data only. The Customer shall not upload to or process in any Sandbox Instance: (a) production data; (b) personal information of its customers, end users, or any other individuals (other than the business contact details of its own Authorized Users provided at Sign Up); (c) payment card data; (d) protected health information; or (e) any other regulated, sensitive, or confidential third-party data. Vendo has no responsibility or liability for any data uploaded in breach of this Section and may delete such data at any time.
3.4 The Sandbox is subject to functional and resource limits, restrictions, quotas, verification requirements, and other countermeasures determined by Vendo (including limits on compute, storage, bandwidth, products, orders, API calls, emails, and the number of Sandbox Instances), which Vendo may introduce or change at any time, with or without notice, to ensure continued service. If the Customer exceeds applicable limits, Vendo may limit or reduce the resources available to, or shut down, the affected Sandbox Instance without terminating the Agreement.
3.5 The Sandbox is provided “as-is” and “as available”, without technical support, service level commitments, or guaranteed availability of any kind, as further described in Section 9. Vendo may provide documentation or community resources at its discretion; any such materials do not form part of the Agreement and do not create any support obligation or warranty.
3.6 Vendo may provide the Sandbox from any facility and may involve Vendo Personnel and Affiliates of Vendo in the operation of the Sandbox.
3.7 The Sandbox is not intended for production environments. Using the Sandbox in a production environment, for live commerce, to serve real end customers, or otherwise for any purpose other than the Evaluation Purpose, is a material violation of these Terms and is outside the scope of the access right granted in Section 5.2. All transactions, orders, and events within a Sandbox Instance are simulations only and have no legal or commercial effect.
3.8 Sandbox features may be experimental, incomplete, or pre-release. Vendo makes no representation or warranty that any feature works, will continue to work, or will ever be made generally available.
3.9 Payment gateways within Sandbox Instances may be used in test mode only. Real payment processing is prohibited and constitutes a material violation of these Terms. Vendo may employ technical measures to block or restrict real payment processing, but does not warrant that such measures are effective, and the Customer remains solely responsible for ensuring that no real payments are processed through a Sandbox Instance.
3.10 Vendo makes no commitment that any content, data, or configuration of a Sandbox Instance can be moved to a self-hosted installation, to any commercial edition of the Software, or to any other environment. Any migration assistance is discretionary and may be subject to a separate commercial arrangement.
4. FREE ACCESS AND USAGE DATA
4.1 Access to the Sandbox is provided free of monetary charge; no fees of any kind apply to the Sandbox.
4.2 In consideration of free access to the Sandbox, the Customer acknowledges and agrees that Vendo collects and analyzes Usage Data for the purposes of: (a) operating, securing, and improving the Sandbox and the Software; and (b) sales and marketing, including evaluating and qualifying the Customer’s interest, and contacting the Customer and its Authorized Users regarding licenses of the Software, services, and related offerings. Such collection and analysis is an integral part of, and a condition of, the free Sandbox.
4.3 The Customer agrees that Vendo and its Affiliates may contact the Customer and its Authorized Users at the contact details provided during Sign Up, regarding the Sandbox and licenses of the Software and related services.
4.4 The Customer acknowledges and agrees that Usage Data may be shared between Vendo and its Affiliates for sales, marketing, and operational purposes, including where any license of the Software or related services would be concluded between the Customer and an Affiliate rather than Vendo.
4.5 Usage Data may be combined with information from Vendo’s internal records and CRM systems, its Affiliates, and publicly available or third-party business information sources, for qualification and outreach purposes.
4.6 If the Customer does not agree to the collection and use of Usage Data as described in this Section 4, the Customer may not use the Sandbox. The Customer may terminate the Agreement and stop further collection at any time by contacting Vendo at the contact details provided in Section 15.2. Vendo may retain lead and contact data (including related Usage Data) after the deletion of any Sandbox Instance or the termination of the Agreement, for the purposes and periods described in the Privacy Notice.
4.7 Details of Vendo’s processing of personal information, including the categories of data and sources, purposes, retention periods, and available privacy rights, are set out in the Privacy Notice.
5. LICENCE AND INTELLECTUAL PROPERTY RIGHTS
5.1 The Customer will not infringe any Intellectual Property Rights of Vendo or any third party, or violate any other rights of Vendo or any third party, whether through its own acts or those of its Authorized Users.
5.2 Vendo grants the Customer, solely during the Term, a limited, non-exclusive, worldwide, non-transferable, non-sublicensable (except to the Authorized Users), revocable right to access and use the Sandbox solely for the Evaluation Purpose and in compliance with these Terms. The Customer has no right to grant sublicenses or provide access to any third party other than its Authorized Users. For the avoidance of doubt, this right is granted solely to the Customer on whose behalf the Sign Up was completed; Affiliates of the Customer are not entitled to access or use the Sandbox under the Customer’s Agreement, and each such entity must complete its own Sign Up and conclude its own Agreement with Vendo.
5.3 The Customer acknowledges and agrees that, except for the limited access right granted in Section 5.2, Vendo owns and shall retain all rights, title and interest, including all Intellectual Property Rights, in and to the Sandbox and the Website, and Vendo’s hosted infrastructure, in each case to the extent not derived from open source software. Certain components of the Software and the Sandbox are derived from, or distributed with, open source software as described in Section 5.4. No rights are granted to the Customer by implication, estoppel, or otherwise.
5.4 These Terms establish the rights and obligations associated with access to the hosted Sandbox and govern only such access. They grant no license to the Software beyond the limited access right in Section 5.2. Any license to the Software requires a separate commercial agreement with Vendo. As indicated in Section 5.3, portions of the Software and the Sandbox are derived from, or distributed with, open source software governed by underlying open source licenses; these Terms are not intended to limit, and nothing in them limits, the Customer’s rights to use such open source code, including the Open Source Release, under the terms of the applicable open source license. No warranty made (or disclaimed) with respect to the Sandbox extends to the Software or to the Open Source Release.
5.5 Notwithstanding the access right granted in Section 5.2, neither the Customer nor any of its Authorized Users may, without the prior written approval of Vendo:
5.5.1 reproduce the Sandbox, the Software, the Website, or any materials provided by Vendo, in whole or in part, by any means and in any form;
5.5.2 distribute, publicly display, or publicly perform them;
5.5.3 make any corrections, modifications, or changes to them;
5.5.4 create or use derivative works based on them;
5.5.5 create software similar to the Software in a manner that would constitute developing a competing version of the Software;
5.5.6 recreate, decompile, disassemble, or engage in any other activities aimed at obtaining the source code of the Software;
5.5.7 interfere with or circumvent any feature of the Sandbox or the Website, including any security or access control mechanism.
The foregoing does not limit: (a) ordinary use of the Sandbox for the Evaluation Purpose in accordance with these Terms; or (b) the Customer’s rights with respect to open source components, including the Open Source Release, under the applicable open source licenses, as described in Section 5.4.
5.6 The Customer is aware and agrees that if the Customer or any of its Authorized Users provides any Feedback, Vendo shall own all rights, including Intellectual Property Rights, to such Feedback. The Customer hereby irrevocably and unconditionally transfers and assigns to Vendo all Intellectual Property Rights in the Feedback, warranting that it holds or will procure from its Authorized Users all rights necessary for this assignment, and waives, and shall procure that its Authorized Users waive, any moral rights thereto. Vendo shall have all rights to use the Feedback in its sole discretion and for any purpose, including to reproduce, distribute, and create derivative works based on the Feedback, to improve the Sandbox and the Software, and to create other products and services, without any obligation or compensation to the Customer. Feedback shall not constitute Confidential Information and does not create any confidentiality obligations for Vendo under Section 8.
5.7 Test Data entered by the Customer remains the property of the Customer; however, the Customer grants Vendo a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to host, store, reproduce, modify, display, analyze, and process all content entered into Sandbox Instances, Test Data, and Usage Data, for the purposes of operating, securing, improving, developing, and promoting Vendo products and services, including to create and use aggregated and anonymized statistical data (the ‘Anonymous Data’). Vendo shall own all Intellectual Property Rights in Anonymous Data and may use it indefinitely for any purpose, including published benchmarks and marketing content, provided it does not identify the Customer or any individual.
5.8 The Customer shall not remove, alter, or obscure any copyright notices, proprietary legends, trademark or service mark attributions, or other markings of Vendo, its Affiliates, or its licensors from the Sandbox or any material provided through the Sandbox.
5.9 The Customer acknowledges that a breach of this Section 5 would cause irreparable harm to Vendo and that Vendo would be entitled to seek any and all available remedies, including without limitation injunctive relief and monetary relief, against such a breach.
5.10 Any questions regarding copyright or the scope of the Customer’s access right under these Terms may be directed to Vendo at the contact details provided in Section 15.2.
6. THE CUSTOMER’S OBLIGATIONS, RESTRICTIONS AND RESPONSIBILITIES
6.1 The Customer undertakes to:
6.1.1 use the Sandbox in accordance with its intended purpose and available functionalities and solely for the Evaluation Purpose;
6.1.2 observe and ensure compliance with these Terms by its Authorized Users;
6.1.3 keep its registration and contact data (including the email address and other contact details of the Customer and its Authorized Users) accurate and up to date; the Customer is solely responsible for the consequences of outdated data, and any notice, including email, delivered to the contact details most recently provided by the Customer shall be deemed effectively delivered;
6.1.4 use the Sandbox only in compliance with the Relevant Laws;
6.1.5 secure its own access devices and credentials;
6.1.6 respect the Intellectual Property Rights of Vendo and third parties;
6.1.7 cooperate in good faith with Vendo in the performance of the Agreement.
6.2 The Customer represents and warrants that it has all rights necessary to enter any content into a Sandbox Instance and to grant the license set out in Section 5.7 with respect to such content, and that all such content is lawful. Supplying unlawful content is prohibited and constitutes a material violation of these Terms. The Customer remains solely responsible for any content entered into a Sandbox Instance.
6.3 The Customer may not use the Sandbox or the Website for any fraudulent or unlawful purpose, and shall not take any action, or use any device, software, or routine, that interferes with the Sandbox, the Website, or any other customer’s use of them. While using the Sandbox and the Website, the Customer is required to comply with all applicable statutes, orders, regulations, rules, and other Relevant Laws, and to respect the rights and dignity of others. By way of example and not of limitation, the Customer may not, nor permit any third party to:
6.3.1 use the Sandbox for any fraudulent or unlawful purpose;
6.3.2 use the Sandbox for production, live commerce, time sharing, or service bureau purposes, or sublicense, distribute, sell, resell, or provide access to the Sandbox to third parties as a service;
6.3.3 use the Sandbox in any manner that is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, libelous, or obscene, or that impersonates any person or entity, including any employee or representative of Vendo or other Vendo Personnel, or post or make available any content that is illegal or pornographic;
6.3.4 upload any virus, trojan horse, worm, time bomb, malware, or other harmful code or program (including password guessing programs, decoders, keystroke loggers, cracking tools, packet sniffers, or encryption circumvention programs), operate phishing or lookalike storefronts, send spam or bulk email, or engage in cryptocurrency mining, or (without Vendo’s prior written consent) conduct load, performance, penetration, or other security testing, or scraping;
6.3.5 interfere with the Sandbox or any other customer’s use of it, or impose an unreasonable or disproportionately large load on Vendo’s infrastructure, including through robots, spiders, or other automatic devices used to create accounts or instances in bulk;
6.3.6 circumvent any security, quota, or access control measures, or attempt to gain unauthorized access to Vendo’s network or to any third-party computer system, network, software, or data;
6.3.7 except to the extent permitted by the Relevant Laws or the applicable open source license, disassemble, reverse engineer, or decompile the hosted Sandbox environment; or
6.3.8 use the Sandbox, or attempt to access its underlying code, to build a competitive hosted product or a product or service using similar ideas, features, functions, or graphics of the Sandbox, to copy any of its ideas, features, functions, or graphics, or to determine whether the Sandbox or the Software is within the scope of any patent – in each case with respect to proprietary elements that are not part of the Open Source Release.
6.4 Nothing in these Terms prohibits the Customer from conducting internal benchmark testing or comparative analysis of the Sandbox for the Evaluation Purpose, subject to the limits in Section 3.4 and Section 6.3.4. However, publication or disclosure to any third party of benchmark or comparative performance results relating to the Sandbox requires Vendo’s prior written consent; the Sandbox runs on shared, quota-limited infrastructure and is not representative of production performance.
6.5 The Customer is responsible for:
6.5.1 maintaining the security of its account and passwords and for all uses of its account; and
6.5.2 any acts or omissions of its Authorized Users as if they were the Customer’s own, including any use of the Sandbox by an Authorized User for purposes other than the Customer’s Evaluation Purpose. The Customer shall ensure that its Authorized Users comply with these Terms. Account names are administered on a “first come, first served” basis; name squatting is prohibited; and Vendo may remove, rename, or close inactive accounts at its discretion.
7. TERM AND TERMINATION – CONDITIONS FOR TERMINATING AGREEMENT
7.1 The Agreement commences on the Effective Date and continues until it is terminated in accordance with this Section 7 (the ‘Term’).
7.2 The Customer may terminate the Agreement at any time, for any reason, by written notice to Vendo at the email address provided in Section 15.2.
7.3 Vendo, in its sole discretion and for any or no reason, may suspend or terminate the Customer’s access to the Sandbox or any part thereof, and delete any Sandbox Instance, at any time and without prior notice, including without limitation:
7.3.1 upon any violation of these Terms;
7.3.2 where Vendo reasonably believes the Customer’s use creates a security risk, a disruption to others, or liability for Vendo;
7.3.3 upon inactivity for three (3) months or longer;
7.3.4 where the Customer challenges, directly or indirectly, itself or in collaboration with third parties, Vendo’s Intellectual Property Rights; or
7.3.5 upon discontinuation of the Spree Commerce Sandboxes program in whole or in part.
7.4 Suspected abuse or unlawful activity may lead to immediate suspension or termination without notice and without recourse, and Vendo may report unlawful activity to competent authorities.
7.5 Vendo may modify, suspend, or discontinue the Sandbox, in whole or in part, at any time, and shall have no liability to the Customer or any third party for any such modification, suspension, or discontinuation.
7.6 Upon termination:
7.6.1 the access right granted in Section 5.2 terminates;
7.6.2 Vendo may permanently delete all Sandbox Instances and data without any obligation to export or return them; and
7.6.3 all provisions which by their nature should survive termination – including definitions, the consideration and data provisions of Section 4, licenses granted to Vendo, Feedback, confidentiality, intellectual property, disclaimers, indemnification, limitation of liability, and dispute resolution – shall survive.
7.7 The rights of each Party to terminate the Agreement under this Section 7 are in addition and without prejudice to any other right or remedy of that Party.
8. CONFIDENTIALITY
8.1 Each party (the ‘Receiving Party’) understands that the other party (the ‘Disclosing Party’) has disclosed or may disclose information relating to the Disclosing Party’s technology or business which may be Confidential Information. Without limiting the foregoing, and subject to applicable open source license(s), the Software is considered Vendo’s Confidential Information.
8.2 The Receiving Party agrees:
8.2.1 not to divulge to any third person any such Confidential Information;
8.2.2 to give access to such Confidential Information solely to those employees or associates with a need to have access thereto for purposes of these Terms; and
8.2.3 to take the same security precautions to protect against disclosure or unauthorized use of such Confidential Information that the Party takes with its confidential information, but in no event will a Party apply less than reasonable precautions to protect such Confidential Information.
8.3 This Section 8 will not apply concerning any information for which the Receiving Party can document:
8.3.1 is or becomes generally available to the public without any action by or involvement of the Receiving Party;
8.3.2 was in its possession or known by it before receipt from the Disclosing Party;
8.3.3 was rightfully disclosed to it without restriction by a third party;
8.3.4 was independently developed without the use of any Confidential Information of the Disclosing Party;
8.3.5 is or was made available or becomes available to the Receiving Party otherwise than under these Terms and free of any duty of confidence or other restrictions as to its use or disclosure.
8.4 The Parties’ obligations concerning the protection of Confidential Information shall remain in force for a period of three (3) years following the receipt of such Confidential Information and shall survive any termination or expiration of these Terms.
8.5 Nothing in these Terms will prevent the Receiving Party from disclosing Confidential Information under any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party, when legally possible, reasonable prior notice of such disclosure.
8.6 Each Party acknowledges and agrees that the other may suffer irreparable damage in the event of a breach of the terms of this Section 8 and that such party will be entitled to seek injunctive relief (without the necessity of posting a bond) in the event of any such breach.
8.7 Both Parties will have the right to disclose Confidential Information in connection with:
8.7.1 a required filing to a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or protective order); and
8.7.2 disclosures made to potential investors or acquirers provided that at all times the Confidential Information shall be protected in a manner no less stringent than as set forth in this Section 8.
8.8 Each Party hereby undertakes to use the Confidential Information disclosed to it by or on behalf of the other Party solely in connection with the performance of these Terms and not otherwise for its benefit or the benefit of any third party. For the avoidance of doubt, Vendo’s collection, use, and sharing of Usage Data, Test Data, content entered into Sandbox Instances, and Feedback in accordance with Sections 4, 5.6, and 5.7 – including access by Vendo Personnel and sharing with its Affiliates, and the creation and use of Anonymous Data – does not constitute a breach of this Section 8.
8.9 Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Terms.
8.10 Neither Party shall make any announcement relating to these Terms or their subject matter without the prior written approval of the other Party, except as required by the Relevant Laws, by any legal or regulatory authority and with exceptions specified in the Agreement.
8.11 The above provisions of this Section 8 shall survive termination of the Agreement, however arising.
9. REPRESENTATIONS AND WARRANTIES
9.1 Each Party warrants, represents and undertakes that:
9.1.1 it has full capacity and authority to enter into and to perform the Agreement; and
9.1.2 the Agreement is accepted by a duly authorized representative of that Party.
9.2 The Customer acknowledges and agrees that Vendo has the right to provide the Sandbox to anyone, including competitors of the Customer, and that the Customer has no exclusive rights to the Sandbox. Vendo may develop products or services that compete with, or are similar to, solutions developed by the Customer.
9.3 EXCEPT AS SPECIFICALLY OUTLINED IN THESE TERMS, THE SANDBOX, INCLUDING ANYTHING PROVIDED IN CONNECTION WITH THE AGREEMENT, IS PROVIDED “AS-IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND VENDO DOES NOT GUARANTEE THAT: (A) THE SANDBOX WILL MEET THE CUSTOMER’S REQUIREMENTS; (B) THE CUSTOMER’S USE OF THE SANDBOX WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) ANY DATA ENTERED INTO A SANDBOX INSTANCE WILL BE PRESERVED; (D) THE SANDBOX IS REPRESENTATIVE OF THE FUNCTIONALITY OR PERFORMANCE OF THE OPEN SOURCE RELEASE OR ANY COMMERCIAL OFFERING; OR (V) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SANDBOX WILL BE ACCURATE OR RELIABLE.
9.4 Vendo does not pre-screen any content entered into Sandbox Instances and has no obligation to monitor it, but has the right, at its sole discretion and at any time, to review and delete any or all such content, in particular where Vendo considers that it violates the Relevant Laws or these Terms.
9.5 Evaluation of the Sandbox creates no obligation on either Party to enter into any commercial license of the Software or any other agreement, and no representation is made that any future commercial offering will be compatible with work performed in the Sandbox.
10. INDEMNIFICATION
10.1 Vendo is not responsible for any claim, demand, suit or proceeding made or brought against the Customer by a third party (‘Third Party Claim’), especially when the Third Party Claim results from the Customer’s breach of these Terms.
10.2 In addition to Section 10.1 above, Vendo is not responsible for a Third Party Claim against the Customer, where:
10.2.1 the Third Party Claim arises from the Sandbox, the Software, or any part thereof that is modified by the Customer, or at the Customer’s direction;
10.2.2 the Third Party Claim arises from the use or combination of the Sandbox or any part thereof with other products, processes or materials not provided by Vendo, where the alleged infringement relates to such combination;
10.2.3 the Customer continues any material breach of these Terms or allegedly infringing activity after being notified thereof or after being informed of modifications that would have cured or avoided the material breach or alleged infringement; or
10.2.4 the Third Party Claim arises from software not created by Vendo, including open source software governed by its own license.
10.3 The Customer will defend, indemnify, and hold harmless Vendo, its Affiliates, and Vendo Personnel from and against any Liabilities arising out of or relating to any claim, demand, suit or proceeding made or brought against Vendo by a third party alleging:
10.3.1 any content, Test Data, or other data or materials entered into a Sandbox Instance, including any allegation that such content infringes or misappropriates a third party’s Intellectual Property Rights or violates the Relevant Laws;
10.3.2 the Customer’s use of the Sandbox in an unlawful manner or in violation of the Agreement; or
10.3.3 any untrue representation under Sections 1.3 (business use only) or 1.8 (representative capacity and authority), or any breach of Section 3.3 (prohibited data).
11. LIABILITY
11.1 The Customer shall be liable to Vendo for any Liabilities incurred by Vendo as a result of the Customer’s breach of the Agreement, including any unauthorized or production use of the Sandbox.
11.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER VENDO, ITS AFFILIATES, NOR ANY VENDO PERSONNEL, NOR THEIR HEIRS, SUCCESSORS AND ASSIGNS, SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF GOODWILL WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THE AGREEMENT OR THE SANDBOX, WHETHER ARISING FROM TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR STATUTORY DUTY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION FOR:
11.2.1 the unsuitability of the Sandbox for the purposes assumed by the Customer;
11.2.2 inability to achieve any goals envisaged in the use of the Sandbox;
11.2.3 malfunction of the Sandbox caused by the Customer’s infrastructure;
11.2.4 business, management, financial, legal or tax decisions made based on the Sandbox or any results or outputs obtained from it;
11.2.5 incomplete performance of the Agreement for reasons attributable to the Customer or a third party, including failure to meet technical requirements or to secure the devices of the Customer or its Authorized Users;
11.2.6 the effects of unauthorized interference with the Sandbox by the Customer, any Authorized User, or any third party;
11.2.7 loss of data entered into a Sandbox Instance or stored in the Customer’s systems;
11.2.8 consequences of non-compliance by the Customer or its Authorized Users with the Terms or any instructions or guidance provided by Vendo;
11.2.9 providing false, incomplete, or inaccurate data to Vendo, including contact details;
11.2.10 the effects of force majeure (detailed in Section 12 below);
11.2.11 termination or expiry of the Agreement.
11.3 Vendo is not responsible for damages caused by faults of external software or service providers used in connection with the Sandbox or as part of Vendo’s infrastructure, including without limitation cloud computing and hosting providers and open source components.
11.4 The Customer understands and agrees that it is solely and exclusively responsible for its use and operation of the Sandbox, including any configurations, customizations, or integrations it implements within a Sandbox
Instance, and that Vendo shall not be liable for any consequences of such configurations, customizations, or integrations.
11.5 TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENDO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SANDBOX, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100).
12. FORCE MAJEURE
12.1 Vendo will not be liable for any default or delay in the performance of its respective obligations, to the extent that such default or delay is caused, directly or indirectly, by fire, flood, earthquake, explosions, storms, lighting, elements of nature, acts of God, acts or regulations of government bodies, nuclear, chemical or biological contamination, court orders arising out of circumstances other than a breach of these Terms, acts of war, terrorism, riots, civil disorders, civil commotion, rebellions or revolutions, strikes, lockouts or labor difficulties, epidemics, pandemics or by any other event or circumstance that is beyond the reasonable control of Vendo. Such events or circumstances giving rise to the default or delay are collectively referred to as a ‘Force Majeure Event’.
12.2 Vendo will be excused from any further performance of the obligations affected by such Force Majeure Event for as long as such Force Majeure Event continues and Vendo continues to use commercially reasonable efforts to resume performance.
12.3 Except as expressly excused in this Section 12, each Party will continue to perform its respective obligations under these Terms during the Force Majeure Event.
13. SECURITY/ DATA PROTECTION
13.1 The Customer shall use commercially reasonable security and anti-malware measures on the devices and systems used to access the Sandbox.
13.2 Each Party undertakes to comply with the data protection laws applicable to it.
13.3 The Parties acknowledge that, in the course of performing the Agreement, they will exchange certain personal information relating to individuals involved in the conclusion and performance of the Agreement – including, on the Customer’s side, the individual completing the Sign Up and its Authorized Users (such as Sign Up data, contact details, and Usage Data), and, on Vendo’s side, its representatives and contact persons. Each Party processes the personal information it receives in this context separately, for its own purposes and by its own means. Details of Vendo’s processing are set out in the Privacy Notice.
13.4 Beyond the categories described in Section 13.3, no personal information is intended to be exchanged or processed under the Agreement. IN PARTICULAR, THE SANDBOX IS NOT DESIGNED FOR STORING, PROCESSING, OR TRANSMITTING ANY PERSONAL INFORMATION, SENSITIVE OR SPECIAL CATEGORIES OF DATA, CRIMINAL OFFENCE DATA, PAYMENT CARD DATA, OR PROTECTED HEALTH INFORMATION. THE CUSTOMER REPRESENTS AND WARRANTS THAT NEITHER IT NOR ITS AUTHORIZED USERS WILL ENTER ANY SUCH DATA INTO A SANDBOX INSTANCE, IN ACCORDANCE WITH SECTION 3.3.
13.5 Because Section 3.3 prohibits entering personal information into Sandbox Instances, Vendo does not process any personal information on behalf of the Customer, and no data processing agreement is required. If the Parties later agree on any use involving processing of personal information on the Customer’s behalf, they will enter into a separate agreement governing such processing before it begins.
14. COPYRIGHT POLICY
14.1 If you believe that any content on the Website or in a Sandbox Instance infringes any copyright which you own or control, you may send a written notification to Vendo’s designated copyright agent, as provided in Section 14.2, with the following information (‘DMCA Notice’):
14.1.1 a description of the copyrighted work or other intellectual property that you claim has been infringed, with sufficient detail so that Vendo can identify the alleged infringing content;
14.1.2 the URL or other specific location that contains material alleged to infringe the work described in Section 14.1.1, above, with reasonably sufficient information to enable Vendo to locate the alleged infringing content;
14.1.3 your name, mailing address, telephone number and email address;
14.1.4 the electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf;
14.1.5 a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
14.1.6 a statement by you that the information contained in your notice is accurate and that you attest under penalty of perjury that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf.
14.2 Vendo’s designated copyright agent to receive DMCA Notices is:
Copyright Agent
c/o Vendo Connect
email: dmca@getvendo.com
14.3 If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
14.4 If Vendo receives a complete DMCA Notice that adequately provides the information listed above, Vendo will undertake to expeditiously remove or disable access to such allegedly infringing content; the Customer responsible for the content will have the opportunity to file a counter-notification in accordance with the DMCA.
14.5 If any Customer is deemed to be a repeat copyright infringer, Vendo will terminate such Customer’s account and access right to the Website and Sandbox.
15. NOTICE
15.1 Vendo may provide notices to the Customer by posting on the Website, by in-product notification, or by email to the address associated with the Customer’s account; notices sent by email to the contact details most recently provided by the Customer shall be deemed effectively delivered upon transmission.
15.2 Any notice or other communication from the Customer to Vendo hereunder shall be in writing and given by email to hello@spreecommerce.com and shall be deemed given upon receipt by Vendo.
16. ASSIGNMENT AND SUBCONTRACTING
16.1 Except as expressly set out in these Terms, the Customer may not assign its rights or obligations under the Agreement without Vendo’s prior written consent, and any purported assignment in violation of this Section shall be null and void.
16.2 The Customer acknowledges and agrees that Vendo may assign, transfer, license or sub-contract all or any part of its rights and obligations under the Agreement in its sole discretion, including to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
17. ENTIRE AGREEMENT
17.1 The Agreement constitutes the entire agreement and understanding of the Parties relating to the subject matter hereof and supersedes any previous agreement or understanding between the Parties in relation to such subject matter.
18. WAIVERS AND REMEDY
18.1 In no event will any delay, failure or omission (in whole or in part) by Vendo in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under the Agreement or by law be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy Vendo may have in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
19. SEVERABILITY
19.1 If any provision of the Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms which shall remain in full force and effect.
20. MISCELLANEOUS
20.1 Vendo reserves the right to unilaterally amend the Terms.
20.2 No agency, partnership, joint venture, or employment is created as a result of these Terms, whether between the Parties or between the Customer and any Vendo Personnel, and neither Party has any authority of any kind to bind the other in any respect whatsoever.
20.3 These Terms and any disputes under or in relation to its subject matter (including non-contractual disputes) shall be governed by and construed in accordance with the laws of the State of Delaware, United States.
21. DISPUTE RESOLUTION
21.1 To the maximum extent permitted by applicable law, any dispute, controversy or claim arising out of or relating to the Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The Tribunal will consist of one arbitrator. Ultimately, the selected arbitrator must have expertise in the subject matter of the dispute. The place of arbitration will be in Santa Clara County, California. The language to be used in the arbitral proceedings will be English. The arbitrator’s award shall be binding and may be entered as a judgment entered in any court having jurisdiction thereof.
21.2 The Parties shall maintain the confidential nature of the arbitration proceeding, including any testimony, evidence, award, ruling, and all documentation regarding the arbitration, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
21.3 In any arbitration arising out of or related to the Agreement, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a Party to be the prevailing party under circumstances where the prevailing party won on some, but not all, of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.
21.4 To the fullest extent permitted by applicable law, no arbitration under the Agreement shall be joined to an arbitration involving any other party subject to the Agreement, whether through class arbitration proceedings or otherwise. The Customer agrees to an arbitration on an individual basis. IN ANY DISPUTE, NEITHER THE CUSTOMER NOR VENDO (INCLUDING ITS AFFILIATES) WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one (1) person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
22. AGE REQUIREMENT
22.1 The Website and the Sandbox are intended for use only by individuals who are at least 18 years of age and have reached the age of majority in their place of residence, acting on behalf of a business as described in Section 1.3. By completing the Sign Up or using the Sandbox, the Customer represents and warrants that each individual accepting these Terms or using the Sandbox on its behalf meets this requirement and is legally competent to enter into and abide by these Terms.
23. RESTRICTED COUNTRIES
23.1 In order to access or use the Website and the Sandbox, the Customer and each individual acting on its behalf must not: (a) be currently located in, ordinarily resident in, organized in, or based in Cuba, Iran, North Korea, Syria, the Crimea, Donetsk or Luhansk regions of Ukraine, or any other territory that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country (‘Restricted Countries’); (b) be subject to sanctions designation as a Specially Designated National (SDN), financial restrictions as a person or entity on the Sectoral Sanctions Identifications (SSI) List, or blocking under U.S. law, or an asset freeze under UK, EU, or Canadian law; or (c) act on behalf of or at the instruction of, or be under 50% or more ownership, directly or indirectly, by one or more individuals or entities described in clauses (a) or (b) above. Vendo may suspend or terminate access, and delete any Sandbox Instance, where it reasonably believes this Section is or may be violated. The Customer shall comply with all applicable export control laws and shall not use the Sandbox to export, re-export, or transfer any software or technical data in violation of such laws.