These Service Provider Sandbox Terms of Use ("Agreement") govern a developer's ("Developer") acquisition and use of a Service Provider sandbox account for developing an integration with Service Provider’s products. By requesting and using a sandbox account ("Sandbox Account"), the Developer agrees to these terms.
Service Provider’s direct competitors are prohibited from accessing the Sandbox Account, except with prior express written consent. The Sandbox Account cannot be used for monitoring performance, functionality, or for benchmarking or competitive purposes.
Service Provider reserves the right to modify this Agreement with written notice to Developer, effective thirty (30) days after notice. Developer may terminate the Agreement within thirty (30) days of such notice.
License Grant. Subject to compliance with this Agreement, Service Provider grants Developer a non-exclusive, non-sublicensable, non-transferable, revocable, limited license to use the Sandbox Account during the term to test integration with Service Provider’s software platform ("Platform") and provide account demonstrations to clients. Additional usage rights will be subject to this Agreement.
Limitations. Developer agrees that: (i) Service Provider has no obligation to maintain test data and may delete data in the Sandbox Account regularly without notice; (ii) only simulated, test data may be used; (iii) load testing the Sandbox Account or Platform is prohibited; (iv) genuine customer data cannot be submitted or uploaded; and (v) Service Provider will not monitor or validate any information submitted by Developer.
Term & Termination.
3.1 Term. This Agreement commences on the date Service Provider provisions the Sandbox Account to Developer ("Effective Date") and remains in effect for one year unless terminated earlier. It renews automatically for annual terms unless either party notifies the other of non-renewal at least ninety (90) days prior to expiration.
3.2 Termination. Either party may terminate this Agreement with thirty days' prior written notice due to a material breach, insolvency, bankruptcy, or a change in control affecting performance under this Agreement. Service Provider may terminate this Agreement at any time at its sole discretion.
3.3 Effect of Termination. Upon termination: (i) Developer will return materials and information provided; (ii) all rights granted under this Agreement, including the license to the Sandbox Account, will cease. Developer may not use any information learned under this Agreement detrimentally to Service Provider.
Confidentiality. Both parties agree that all non-public information received from the other party constitutes confidential information ("Confidential Information"). Confidential Information includes Developer data, code, business, technical, financial, and personal data. The receiving party will hold and not disclose Confidential Information unless: (i) previously known; (ii) public through no fault of the receiving party; (iii) rightfully obtained from a third party; (iv) independently developed without reference to the Confidential Information; or (v) required by law.
Intellectual Property. Each party retains ownership of its proprietary software, products, and processes. Developer will use Service Provider’s copyright notice when applicable and will not challenge Service Provider’s products or services. Service Provider retains ownership of the Platform, Sandbox Account, APIs, documentation, intellectual property, and any derivatives. Developer will not reverse engineer or discover the source code or trade secrets.
Publicity. Service Provider grants Developer a limited license to use its trademarks, logo, and materials for advertising, promotion, marketing, and demonstrations with advance written permission. Developer grants Service Provider a similar license to market and distribute Developer’s trademarks and materials.
No Disparagement. For two years post-termination, neither party will disparage, defame, sully, or compromise the other party’s goodwill, name, brand, or reputation or interfere with the other party’s business relationships.
Warranties. The Sandbox Account is provided "as is." Each party disclaims all other warranties, including implied warranties of merchantability and fitness for a particular purpose.
Data Protection and Security. Each party must comply with applicable data protection laws. Developer is responsible for the security of data on its servers and will use reasonable security practices. Service Provider is not liable for unauthorized transactions or illegal access to the Sandbox Account.
Indemnity.
10.1 Service Provider Indemnification. Service Provider will indemnify Developer against third-party claims alleging the Platform infringes intellectual property rights, except where caused by Developer’s misuse or modifications, failure to use enhancements, or combination with other products.
10.2 Developer Indemnification. Developer will indemnify Service Provider against third-party claims arising from Developer’s inconsistent representation of the Platform.
Limitation of Liability. Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, except in cases of gross negligence, willful misconduct, or fraud. Service Provider’s liability is limited to $100.
Miscellaneous.
12.1 Expenses. Each party is responsible for its own costs under this Agreement.
12.2 Entire Agreement. This Agreement constitutes the entire understanding regarding the Sandbox account.
12.3 Amendment. Modifications must be in writing and signed by both parties.
12.4 Notices. Notices must be in writing and sent to the addresses specified.
12.5 Force Majeure. Neither party is liable for failures beyond its control.
12.6 Waiver. No waiver of rights is implied from failure to exercise them.
12.7 No Partnership. This Agreement does not create a partnership or employment relationship.
12.8 Severability. If any provision is invalid, the remainder remains enforceable.
12.9 Dispute Resolution. Disputes will be resolved through good faith negotiation and, if necessary, binding arbitration in Zagreb, Croatia. The Agreement is governed by Croatian law.
12.10 Cumulative Remedies. Remedies are cumulative and in addition to other legal remedies.
12.11 Assignment. Neither party may assign this Agreement without written consent.
12.12 Compliance with Laws. Developer will comply with all applicable laws and Service Provider’s policies regarding the Sandbox Account.
12.13 Counterparts. This Agreement may be executed in counterparts, each being an original.
For questions, contact Service Provider.