By accessing or using any part of SPS Commerce Dev Center (the "Dev Center"), or by uploading or downloading any content, you agree that you are subject to and will comply with these Terms of Use, as We may update them from time to time. If You are accessing and/or using Dev Center on behalf of Your employer or as a consultant or agent of a third party (collectively "Your Company"), You represent and warrant the You have the authority to act on behalf of and bind Your Company to these Terms of Use and everywhere in these Terms of Use that refers to You or Your, shall also include Your Company.

These Terms of Use were last updated on January 31, 2013.

1. DEFINITIONS

"Code Share" means the directory of open source code projects relating to the SPS platform, available on or via Dev Center.

"Code Share Content" means the open source code accessible via Code Share.

"Dev Center" means the webpages accessible via http://devcenter.spscommerce.com and http://dev.spscommerce.com.

"Developer Content" means the articles, white papers, webinars, RSS feeds, newsletters, documentation, books, publications, resources, and sample code accessible via Dev Center, but excluding Code Share Content.

"Developer Preview Programs" means programs, trials, forums or events by which Dev Center users may, for development purposes only, have access to pre-release SPS and/or third party technology which is not generally available to Our customers.

"Developer Tools" means the tools and toolkits accessible via Dev Center, but excluding Code Share Content. Developer Tools include, but are not limited to, the Retail Standard XML Schema.

"SPS" means SPS Commerce, Inc.

"We," "Our" or "Us" means SPS Commerce, Inc.

2. YOUR PROFILE AND ACCOUNT

You agree that all information you submit to Dev Center profile pages is accurate and that you will keep it current. If We have grounds to suspect that your profile information is untrue, inaccurate or incomplete, We have the right to suspend or terminate your Dev Center account. It is your responsibility to maintain the confidentiality of your Dev Center password, and you are responsible for any activities that occur in your Dev Center account. You agree that We may send you important information and notices regarding Dev Center and your Dev Center account by email, text messaging or other means based on the information you provide to Us.

3. RELATIONSHIP TO THE SPS SERVICE

The Developer Content, Developer Tools and Code Share Content are not part of the SPS service, nor are they licensed or otherwise provided under any other agreement (other than these Terms of Use) with SPS, including without limitation the SPS Commerce Terms and Conditions. The Developer Content, Developer Tools and Code Share Content may include free and open source software projects which have license obligations that are incompatible with each other and/or with your obligations under an SPS master agreement or the SPS Commerce Terms and Conditions. You are responsible for ensuring that you comply with all agreements governing SPS services to which you subscribe, and with any terms covering code or applications you use in connection with SPS services.

The Developer Content, Developer Tools and Code Share Content are not intended for production use, and may contain bugs, errors and incompatibilities with SPS services. Any use of the Developer Content, Developer Tools or Code Share Content is as at your sole risk. Any permitted use of Developer Content, Developer Tools, and Code Share Content in connection with the SPS service is subject to the restrictions and obligations contained in the agreement covering such SPS service. You should be aware that an installation or enablement of Developer Tools or Code Share Content for use with the SPS service may result in the transmission of your data outside of SPS' systems during normal use. Further, the providers of those Developer Tools and Code Share Content may be able to obtain access to your data in SPS' systems through the SPS application programming interface (API). That may result in the disclosure, modification or deletion of your data by those providers of the Developer Tools and Code Share Content. We are not responsible for any such transmission, disclosure, modification or deletion of your data by or through Developer Tools, Code Share Content or their providers.

We have no obligation to provide support services for Developer Tools or Code Share Content or to update the Developer Tools or Code Share Content to support the latest SPS API or SPS service.

4. YOUR RESPONSIBILITIES; USE RESTRICTIONS

You are responsible for all activities that occur in your Dev Center account and your use of Dev Center. You shall treat other Dev Center users with courtesy and respect. You shall not:

  • impersonate any other person;
  • falsely say or imply that you are associated with another person or entity;
  • submit content in exchange for payment or other consideration from another person or entity;
  • collect information about other Dev Center users without their consent;
  • submit or link to any content (including Developer Content) that:
    • misappropriates or infringes or the intellectual property or other rights of any person or entity;
    • interferes with the operation of Dev Center;
    • violates anyone's privacy or publicity rights;
    • breaches any duty of confidentiality or nondisclosure that you owe to anyone or any use restriction;
    • provides any non-public information about Us or any other company or person without authorization (including the names and contact information for Our employees or Dev Center users);
    • is, in Our sole judgment, harassing, defamatory, abusive, lewd, pornographic, obscene or otherwise objectionable;
    • contains or installs any viruses, worms, bugs, Trojan horses, malware or other code, files or programs designed or having the capability to disrupt, damage or limit the functionality of any software or hardware; or
    • contains false or deceptive language, unsubstantiated or comparative claims regarding Our or others' products, advertising, commercial referrals, spam, chain letters, or any other solicitation, including solicitation of lawsuits.
  • copy or utilize Developer Tools or any part thereof outside of an SPS branded or sponsored system.

We have no obligation to monitor Dev Center. However, We reserve the right to review content and in Our sole discretion and without notice to you, to remove any content submitted or posted by you to Dev Center pages. We reserve the right at all times to disclose any information as We deem necessary to satisfy any applicable law, regulation, legal process or governmental request.

5. TESTIMONIALS

We have the right in Our sole discretion to accept, reject and edit content you submit to our Testimonials pages. Any such editing will be in good faith, and We will endeavor not to misrepresent your testimonials.

6. DISCUSSION BOARDS AND BLOGS

Dev Center is a free community-based online portal for developers created to foster discussion and collaboration. To further this goal, We do not claim ownership or control over any content submitted, posted or displayed by you on or through Dev Center blogs or discussion boards. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any content you submit, post or display on or through such blogs or discussion boards and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying content on or through Dev Center blogs or discussion boards which is intended to be available to the members of Dev Center, you grant to Us a perpetual, worldwide, fully paid up right and license to use, copy, modify, publish, republish, distribute and create derivative works based on, in any form, any content or material you contribute to Dev Center.

You will be allowed to choose an alias when posting comments or material to blogs and discussion boards or you may choose to post anonymously. You may not use an alias (other than anonymous) that is already being used by someone else, impersonates another person, violates the intellectual property or other rights of any person, that we deem in our sole discretion to be vulgar or otherwise offensive or inappropriate, or that we reject for any other reason in our sole discretion.

7. DEVELOPER CONTENT

There are various informational resources made available via Dev Center. Some of this Developer Content is owned and made available by Us. Subject to the terms and conditions set forth herein, We grant you a revocable, non-transferable, non-exclusive and non-sublicenseable limited license to use Our Developer Content in connection with Dev Center and your development on SPS development platforms. Unless otherwise expressly set forth herein, You may not resell Developer Content, or copy Developer Content except for your internal use, without our express written consent.

8. DEVELOPER TOOLS

There are various development tools and toolkits made available via Dev Center to assist you in your development efforts.

I. Our Developer Tools

Some Developer Tools available on Dev Center are owned and made available by Us. Subject to the terms and conditions set forth herein, We grant you a revocable, non-transferable, non-exclusive and non-sublicenseable limited license to use Our Developer Tools only in connection with Dev Center and your development work on SPS development platforms. If there are license terms accompanying specific Developer Tools, such license terms shall apply and to the extent there is any conflict with the terms herein, such accompanying license terms shall control.

II. Third Party Developer Tools

Some Developer Tools available on Dev Center are owned and made available by third parties. Your use of a third party's Developer Tools will be governed by the third-party terms accompanying such Developer Tools. Please read those terms carefully before accepting them or using the third-party Developer Tools. You should directly contact the third-party provider of such Developer Tools with any questions about those terms.

III. Technical Library Wikis

We allow you to contribute content to and edit content in the Technical Library tab of Dev Center. By contributing content to the Technical Library (including by editing content), you grant a license under your intellectual property rights to all authorized users of Dev Center, to download, copy, modify, distribute and repost your contributed content, subject to the terms and conditions herein. In addition, you grant Us a perpetual, worldwide, fully paid up right and license to use, copy, modify, publish, republish, distribute and create derivative works based on, in any form, such contributed content. The license in this paragraph III does not cover Developer Tools.

9. CODE SHARE

Code Share is a directory of open source code projects relating to the SPS platform. Code Share Content made available for download may be the proprietary work of third parties. Use of the open source code is governed by the terms of the license, if any, which accompanies the applicable project.

Unless otherwise stated, the projects to which We contribute are subject to the New BSD License. We encourage the use of this license. For more information, go to http://www.opensource.org/licenses/bsd-license.php. If you are initiating any projects on Code Share, you must make your source code available to the users of Code Share under open source license terms.

10. DEVELOPER PREVIEW PROGRAMS

From time to time, in connection with Developer Preview Programs, We may provide Dev Center users with access to pre-release SPS and/or third party service products and technology that are not generally available to SPS customers. Developer Preview Programs are provided "AS IS," exclusive of any warranty or support, and may contain bugs or errors. Developer Preview Programs are provided for evaluation and testing purposes and are not intended for production use, may never be made generally available, and may be discontinued at any time. We own all right, title and interest in the pre-release SPS service products and technology, and all intellectual property rights associated therewith. No rights in the pre-release SPS or third party product or technology are granted to you hereunder other than as expressly set forth herein. Further, you hereby grant Us a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the SPS services, and create derivative works based on, any code, features, functionality, suggestions, enhancement requests, recommendations or other feedback provided by you in connection with a Developer Preview Program.

11. NO WARRANTY

DEV CENTER AND ALL CONTENT THEREIN (INCLUDING WITHOUT LIMITATION DEVELOPER TOOLS, DEVELOPER CONTENT AND CODE SHARE CONTENT) IS PROVIDED "AS-IS," EXCLUSIVE OF ANY WARRANTY WHATSOEVER. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

CONTENT POSTED BY US ON THE AND PAGES IS NOT PART OF ANY USER GUIDE OR LEGAL AGREEMENT. ALL SUCH CONTENT (INCLUDING DEVELOPER TOOLS, DEVELOPER CONTENT AND CODE SHARE CONTENT ORIGINATING WITH US) IS PROVIDED "AS-IS", EXCLUSIVE OF ANY WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINEGEMNT. WE DO NOT MAKE ANY REPRESENTATION AS TO QUALITY OR ACCURACY OF ANY CONTENT ON DEV CENTER PAGES, AND WE SPECIFICALLY DISCLAIM THE COMPLETENESS, RELIABILITY OR ORIGINALITY OF SUCH CONTENT. WE FURTHER DISCLAIM ANY RESPONSIBILITY WHATSOEVER FOR ANY CONTENT (INCLUDING DEVELOPER TOOLS, DEVELOPER CONTENT AND CODE SHARE CONTENT) OR MATERIAL ON DEV CENTER NOT ORIGINATING WITH US, WHETHER OR NOT WE REVIEWED OR MODERATED SUCH CONTENT.

12. NO DAMAGES

IN NO EVENT SHALL WE HAVE ANY LIABILITY HEREUNDER TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, DATA OR USE, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. INDEMNITY

You agree to indemnify and hold Us harmless from any claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees) arising from content (including Developer Tools, Developer Content and Code Share Content) you submit to or post on Dev Center, your use of Dev Center, your violation of these Terms of Use, or your violation of any rights of a third party.

14. PROPRIETARY RIGHTS AND PRIVACY

You grant to Us a perpetual, worldwide, fully paid up right and license to use, copy, modify, publish, republish, distribute and create derivative works based on, in any form, any content or material you contribute to Dev Center. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to all intellectual property rights subsisting in Dev Center, including but not limited to its user interface, branding, Developer Preview Programs, Our Developer Tools, Our Developer Content, and underlying technology. No rights are granted to you hereunder other than as expressly set forth herein.

15. REMOVAL OF MATERIAL UNDER U.S. DIGITAL MILLENNIUM COPYRIGHT ACT

If We receive a notice alleging that material or content you posted on Dev Center infringes another party's copyright, We may remove that material in accordance with Title II of the Digital Millennium Copyright Act of 1998 (Section 512 of the U.S. Copyright Act).

16. TRADEMARKS

SPS Commerce, Retail Universe, SPSCommerce.net and the SPS Commerce logo and other marks of SPS used on Dev Center are trademarks or service marks of SPS Commerce, Inc. and may not be used in any manner without our express prior written consent. All other names and trademarks are the property of their respective holders.

17. EXPORT CONTROLS

When posting content to Dev Center or when sharing content obtained from Dev Center with others, you agree that you are solely responsible for complying with U.S. export control regulations, including the Export Administration Regulations ("EAR"), and all other applicable export and import laws and regulations. These regulations require that all postings of open source encryption code be simultaneously reported by email to the U.S. government. You are responsible for submitting this email report to the U.S. government in accordance with the requirements and procedures described by the Bureau of Industry and Security of the U.S. Department of Commerce and Section 740.13(e) of the EAR.

Users residing in countries on the United States Office of Foreign Assets Control sanction list, or which are otherwise subject to a US export embargo, including Cuba, Iran, Libya, North Korea, Sudan and Syria, may not post or access content available through Dev Center.

18. MODIFICATIONS TO DEV CENTER

We reserve the right at any time to modify or discontinue, temporarily or permanently, Dev Center (or any part thereof) with or without notice. You agree that We shall not be liable to you or to any third party for any such modification, suspension or discontinuance.

19. MISCELLANEOUS

These Terms of Use shall be governed exclusively by the internal laws of the State of Minnesota, without regard to its conflicts of laws rules. Each party hereby consents to the exclusive jurisdiction of the state and federal courts located in Hennepin County, Minnesota to adjudicate any dispute arising out of or relating to this Agreement. Except as expressly stated in these Terms of Use, these Terms of Use constitute the entire agreement between the parties, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning their subject matter. No modification, amendment, or waiver of any provision of these Terms of Use shall be effective unless it is by an update to these Terms of Use that we make available on this website, or is in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.