Thank you for choosing SPS Commerce! By clicking a box indicating your acceptance, or by accessing the Site, you agree to be bound by these Terms of Use (Terms). Please review them carefully.
These Terms govern your and your employer’s (“Customer”, “You”, “Your”) access to and use of this web site (Site), and the products and services offered on or available through the Site (“Products” and/or “Services”). By accepting these Terms on behalf of your employer, you represent and warrant that you have full authority to bind that person, company, or legal entity to these Terms. In these Terms, SPS Commerce, Inc., shall be referred to as “SPS,” “We,” “Us,” or “Our.”
These Terms may be amended without notice. Any changes to these Terms will be effective upon the posting of the revised Terms on this Site. Please check the Site often. Some Products and Services are subject to additional terms and conditions. To the extent that any provision of those additional terms and conditions conflicts with these Terms, those additional terms and conditions shall prevail.
If You do not agree with these Terms, do not use this Site, the Products, or Services.
All Products and Services on this Site, including, without limitation, all copyrights, trademarks, artwork, images, and other elements (collectively, the “Content”), are protected by intellectual property rights owned and controlled by Us or by other parties that have licensed or otherwise provided their material to use. SPS provides You a non-assignable license to the Product as part of the Services, while You are in good-standing.
You agree to use the Site, Products, and Services, only for their intended purposes. You may not use the Site, Product, or Services for outsourcing or service bureau purposes, or otherwise for processing third party data for the benefit of any third party. You are responsible for and shall abide by all applicable local, state, national, and foreign laws, treaties and regulations when using or accessing this Site, the Products, or Services, including those related to data privacy, international communications, exporting or importing products and/or services, and the transmission of technical or personal data.
You may not decompile, reverse engineer, modify, adapt, translate, prepare derivative works, disassemble, or otherwise attempt to discover the source code of this Site or the Products or Services, nor will You allow others to do so. You also may not, without SPS’ permission, “mirror” any Content contained on this Site on any other server. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. You agree to not delete any proprietary, confidential, or intellectual property rights notices from anything provided on or through this Site, or any Product or Service.
You agree not to: (i) damage or hijack the Site, Product(s), or Service(s) by means of hacking or introducing any computer code, such as a virus, worm, Trojan Horse, time bomb, or spyware, that may be or is intended to act in a manner that negatively affects other users’ use of, or SPS’ ability to manage, the Site, Products, or Services; (ii) impersonate any other person or entity, or misrepresent Your affiliation with any other person or entity; or (iii) use any robot, spider, site search/retrieval application, or any other process or device to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of this Site, or any content or other materials on this Site.
You may be given access to SPS’ Confidential Information through this Site, the Products, Services, or links from this Site. You may not disclose SPS’ Confidential Information to any third party without the written consent of SPS. You must protect SPS’ Confidential Information with at least the same degree of care that is accorded to Your confidential information, but in no event less than reasonable care. SPS’ Confidential Information includes, but is not limited to, all non-public information regarding SPS, its intellectual property or its products, quantity and prices of products purchased, design and development data, engineering details, sales and marketing plans, unannounced products, any information marked as “confidential” or “proprietary” or similarly marked, or any information that, if disclosed, might be competitively detrimental to SPS.
You authorize SPS to access, collect, modify, process, transfer, analyze, or otherwise use (Process) data transmitted or provided by You to SPS using the Service (Data). In addition, You authorize SPS to Process Your Data to provide reports to You or other third parties. You represent and warrant that (1) You have received the consent necessary to access, collect, and export Data, and that You have no reason to believe You may not do so, (2) You are only transmitting Data to Us which is necessary for Us to provide Services to You, and that the Data, or Your transmission of the Data, (i) does not violate Your obligations to any third party, (ii) any third party’s intellectual property rights, or (iii) any laws or regulations, and (3) the data that You provide SPS does not contain credit or debit card information. You agree to indemnify SPS for any of its costs arising from Your breach of these representations and warranties.
You agree to provide SPS with (a) all documents and Data required by SPS to provide the Services to You in a format specified by SPS, (b) all reasonable assistance in the implementation of the Services and (c) permission to provide details related to Your use of the Site, Products, or Services to third parties.
Access to the Site, Product(s), or Services may be password controlled and accessible to registered users only. You certify that all information provided in the registration process is accurate and correct. You are solely responsible for maintaining the confidentiality of Your account information, including without limitation, Your user name and password.
You are solely responsible for all activity occurring within Your account(s), regardless of whether it was authorized by You or made by third parties that were acting Your behalf. You agree to notify SPS immediately of any actual or suspected unauthorized disclosure or use of Your user name, password, or account or any other breach of security. SPS will not be liable for any loss that may incur as a result of someone else using Your user name, password, or account, either with or without Your knowledge. You will be held liable for losses incurred by SPS as a result of the misuses of Your user name, password, or account.
SPS shall use its commercially reasonable efforts to maintain industry standard administrative, technical, and physical safeguards designed to prevent unauthorized or unlawful access, use, or deletion of the Data. SPS’ safeguards will be no less rigorous than those maintained by SPS for its own data of a similar nature, and in accordance with industry standards.
Any Data accessed by You, or transmitted by You to Your trading partners, using the Service is owned by You. SPS, its subcontractors, and its affiliates will not assert any lien or other property right against or to Data.
You acknowledge that the internet, or any wide-area communication network (WAN), You utilize to benefit from the Services may not be secure and is not error free. Transmissions made over the internet or WAN may be intercepted, infiltrated, or otherwise compromised. The internet or WAN may also become in-accessible or inoperable, in whole or in part, at any time. You agree that SPS and its suppliers are not responsible for any delays, delivery failures, errors, security breaches, or other damages to Your operations, resulting from any limitations, delays, and other problems inherent in the use of the internet or when transmitting electronic communications.
This Site, the Products, and/or Services, and all content and materials on this Site are provided “As Is” without warranties of any kind, either express or implied. To the fullest extent possible pursuant to the applicable law, SPS disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or data-accuracy. SPS does not warrant or make any representations regarding the use, validity, accuracy, or reliability of the Site, Product(s), or Service(s), including, without limitation, that (i) use of this Site will be uninterrupted, (ii) this site will be available at any particular location or time, (iii) any errors on this Site will be corrected, or (iv) the Servers on which this Site, Product(s), or Service(s) are available are free of viruses, or other harmful components.
IN NO EVENT WILL SPS OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, CHARGEBACKS, LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS OR GOODWILL), OR OTHER DAMAGES RESULTING FROM OR IN CONNECTION WITH YOUR ACCESS OR USE OF THIS SITE, OR ANY PRODUCTS OR SERVICES PROVIDED TO YOU UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR NEGLIGENCE, EVEN IF SPS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUBCONTRACTORS HAVE BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE.
These Terms are effective as of the date You click a box indicating Your acceptance, or the date You initially access the Site. It shall remain in full force and effect until it is terminated by SPS or one (1) year after You delete Your Account and stop using the Site, Product, and Services, whichever occurs earlier.
SPS may terminate Your access to this Site, any portion of this Site, or any Product or Service (including, but not limited to, revoking any rights or licenses and suspending or terminating any Products or Services) with or without notice, in its sole discretion, if SPS determines that Your use of the Site (i) violates these Terms, or any additional terms and conditions, (ii) is harmful or disruptive to SPS, SPS’ customers or vendors, another user, or any other party, (iii) violates applicable law, or (iv) if We decide to discontinue the Product, Services, or Site.
If any portion of the Terms are held invalid, such invalidity shall not affect the remaining portions of the Terms. Any provisions that by their nature should survive termination of the Terms, shall survive. Such provisions include, but are not limited to, those concerning proprietary rights, disclaimers of warranty and liability, governing law, payments, and termination.
Any dispute, controversy, or claim relating to or arising out of these Terms or the Services, shall be finally settled under the Commercial Rules of Arbitration (Rules) of the American Arbitration Association by one or more arbitrators appointed in accordance with the Rules. Arbitration shall proceed solely on an individual basis, without the right for any claims to be arbitrated on a class action basis or claims to be brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolve Our disputes and make written awards is limited to disputes between You and SPS alone.
Failure or delay by either You or SPS to exercise any right, power, privilege, or remedy will not constitute a waiver of that right, power, privilege, or remedy. The Terms shall be governed by and construed according to the laws of the state of Minnesota, without regard to its conflict of laws provisions. You agree that any claims involving You and SPS shall be resolved in Hennepin County, Minnesota.