Paddle Invoicing Sandbox Terms of Use

Last Updated: 16 March 2022.

These Sandbox Terms of Use ("Sandbox Terms") is an Agreement between you and Paddle.com Market Ltd. (“Paddle”) (collectively the “Parties”) which governs your use of the Paddle Invoicing Sandbox made available by Paddle through https://sandbox-vendors.paddle.com (“Sandbox”).

By accessing and using the Sandbox, you acknowledge that you have read, understood and agree to be bound the terms and conditions of these Sandbox Terms and all terms, policies and guidelines incorporated in the Sandbox Terms by reference (including Privacy Policy which can be found at https://paddle.com/privacy (or such other URL that Paddle may provide from time to time)).

If you do not agree to these Sandbox Terms, you do not have our permission to, and may not access or use the Sandbox in any way. The Sandbox is offered to you conditional on your acceptance of these Sandbox Terms. 

We may make changes to these Sandbox Terms from time to time. When we do, we will revise the “Last Updated” date given above. Modifications are effective upon publication. It is your responsibility to review these Sandbox Terms frequently and to remain informed of any changes to them. The then-current version of these Sandbox Terms will supersede all earlier versions. You agree that your continued use of the Sandbox after such changes have been published will constitute your acceptance of such revised Sandbox Terms. Disputes arising under these Sandbox Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

ANY ACCESS TO THE INVOICING SANDBOX IS WITH THE PRIOR CONSENT OF PADDLE. IF YOU ARE A DIRECT COMPETITOR OF PADDLE OR OTHERWISE DO NOT HAVE EXPRESS CONSENT FROM PADDLE TO USE THIS SERVICE YOU MAY NOT USE THE INVOICING SANDBOX. 

The Parties agree as follows:

1. INVOICING SANDBOX
   Paddle hosts and retains physical control over the Invoicing Sandbox and only makes the Invoicing Sandbox available for access and use by you over the internet through a web-browser or mobile device. Nothing in this Agreement obligates Paddle to deliver or make available any copies of computer programs or code from the Invoicing Sandbox to you. Paddle reserves the right, in its sole discretion, to discontinue the Invoicing Sandbox and revoke access and use of the Invoicing Sandbox at any time. 
   
2. LICENCE 
   Subject to the Sandbox Terms, Paddle grants you a non-exclusive, non-sublicensable and non-transferable right to access and use the Sandbox the duration of this agreement, for the sole purpose of assessing whether you wish to subscribe to the services offered by Paddle.
   Except for the rights expressly granted in these Sandbox Terms, Paddle reserves all rights, title and interest in and to the Invoicing Sandbox, including all related intellectual property rights. No rights are granted to you other than as expressly set forth herein.
   
3. CONFIDENTIAL INFORMATION
   As a user of the Invoicing Sandbox, you may be exposed to early, pre-release materials and information regarding the Services which are currently unreleased. You acknowledge and agree that information shared as part of the Invoicing Sandbox, whether written or oral, in any form, is “Confidential Information” considered proprietary by Paddle and subject restrictions contained below.  
   All Confidential Information provided by one party to any other party under these Sandbox Terms is deemed to be confidential. The receiving party shall not use, disclose, or otherwise take any advantage of such Confidential Information. In particular:

• Each party shall exercise the same degree of care to avoid the publication or dissemination of the confidential information of the other party as it affords to its own confidential information of a similar nature which it desires not to be published or disseminated, which in any event shall not be less than reasonable care.
• Confidential Information disclosed under these Sandbox Terms shall only be used by the receiving party within the purpose of these Sandbox Terms or the performance of its obligations hereunder. The receiving party agrees not to use the disclosing party’s confidential information except in the course of performing hereunder and will not use such confidential information for its own benefit or for the benefit of any third party.
• The obligation of the parties not to disclose confidential information shall survive the termination or cancellation of these Sandbox Terms. However, no party shall be obligated to protect confidential information of the other party which:

1. is rightfully received by the receiving party from another party without confidential obligation to such party, or
2. is known to or developed by the receiving party independently without use of the confidential information, or
3. is, or becomes generally known to the public by other than a breach of duty hereunder by the receiving party; and
4. furthermore, a receiving party may disclose confidential information that is required to be disclosed pursuant to a requirement of a government agency or law so long as the receiving party provides prompt notice to the disclosing party of such requirement prior to disclosure.
   
5. OWNERSHIP OF DATA
   As between Paddle and you, you retain exclusive right, title and interest in and to all data that was not made available to you by Paddle, either via the Invoicing Sandbox or otherwise ("Your Data"). You are solely responsible for the accuracy, quality and integrity of Your Data and for the means by which you acquired Your Data. On termination or expiry of the Sandbox access rights and/or these Sandbox Terms, Paddle shall delete all of Your Data. It is your responsibility to ensure that you have backed up and kept a copy of Your Data at all times.
   
6. PRIVACY POLICY
   Paddle’s Privacy Policy located at https://paddle.com/legal/privacy applies to your use of this Invoicing Sandbox and its terms are incorporated into this Agreement by this reference.
   
7. TERMINATION
   Except as provided by these Sandbox Terms, this Agreement will automatically expire at the end of your use of the Invoicing Sandbox unless terminated sooner in accordance with the Agreement. Either party may terminate their involvement in the Invoicing Sandbox before the end of its duration for any reason or no reason upon written notice to the other party. Paddle may remove you from the Invoicing Sandbox upon any breach by you of any of your obligations as described in the Agreement, including breach of confidentiality obligations and it may result in the termination of the Agreement.
   
8. DISCLAIMER OF WARRANTIES
   You acknowledges and agree that: (a) the Invoicing Sandbox may not be complete in its development and may not have been commercially released by Paddle; (b) the Invoicing Sandbox may not be fully functional, and may contain errors, design flaws or other problems, including problems that may adversely impact the operation of your existing Products; (c) the Invoicing Sandbox may not be reliable during the time you are participating as a user of the Invoicing Sandbox; (d) Paddle is under no obligation to release a commercial version of the Invoicing Sandbox; and (e) Paddle has the right to unilaterally abandon development of the Invoicing Sandbox at any time and without any obligation or liability to you or any third party. You further acknowledge that you have paid no consideration to Paddle for the Invoicing Sandbox hereunder, and that THE INVOICING SANDBOX IS BEING SUPPLIED TO YOU "AS IS" AND “AS AVAILABLE”. PADDLE MAKES NO WARRANTIES REGARDING THE INVOICING SANDBOX, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
   
9. LIMITATION OF LIABILITY
   In no event shall Paddle be liable for any consequential, indirect, special, punitive or similar damages, or for loss of data or profit (whether actual or anticipated) or business interruption, arising out of the use of, or inability to use, the Invoicing Sandbox and associated services, even where Paddle or an authorised representative of Paddle has been notified orally or in writing of the possibility of such damage. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF PADDLE, OR ITS OFFICERS, AGENTS AND LICENSORS TO ANY PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED US$1,000.
   
10. WAIVER AND SEVERABILITY
    If any provision of these Sandbox Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Sandbox Terms remain in full force and effect. Paddle's acquiescence in the breach of a provision of these Sandbox Terms or failure to act upon such breach does not waive Paddle's right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of Paddle to exercise or enforce any right or provision of these Sandbox Terms shall not constitute a waiver of such right or provision.
    
11. GENERAL PROVISIONS
    These Sandbox Terms shall be governed by and construed in accordance with the law of England and the parties irrevocably agree that the English courts shall have exclusive jurisdiction over any claim or matter arising under or in connection with these Sandbox Terms.