SPOD Terms and Conditions
This contract (the “Contract”) governs all aspects of the relationship between you (the person or entity placing orders through SPOD’s Service) and Spreadshirt Print On Demand GmbH (“SPOD”), whereby you use SPOD’s Service to place orders with SPOD to print designs on blank textiles and other products (“Products” or "blank Products") at your expense and according to the Fulfillment Information provided by you. In this Contract, this arrangement and all associated websites, plugins, applications, and services for placing such orders as provided by SPOD are described collectively as the “Service.”
SPOD operates two separate platforms: Individual Orders placed at the “SPOD NA Platform” will be printed in and shipped from the United States, whereas Individual Orders placed at the “SPOD EU Platform” will be printed in and shipped from the European Union. When using the Service, SPOD may require you to determine one of the platforms to be used for a specific plugin, application and/or service. The choice of a specific platform may affect the Service also in other ways, including the scope of Products available within the Service, the locations to which Products can be shipped and the prices, the taxes you have to pay when ordering Products, the applicable law for this Contract and the place of jurisdiction and venue in case of disputes between the parties. SPOD will inform you about the further impacts of each platform choice. Moreover, specific sections of this Contract, where indicated, will apply only with regard to the platform determined by you and SPOD’s related performance under this Contract.
The use of the Service is limited to persons or entities, including through any other person acting in their name or on their behalf, who use the Service for purposes relating to their trade, business, craft or profession. This Contract is established between the parties upon completion of registration for a user account with SPOD (“Merchant Account”), e.g. at a website of SPOD or during the installation of a plugin or application provided by SPOD. During such registration, your agreement to the terms of this Contract by your express consent is required. The registration is completed when SPOD grants you access to your Merchant Account.
Currently, the Contract can be concluded in the following languages: English.
SPOD stores the information and the content you provide in your Merchant Account as well as the settings specified by you for the Service and your Merchant Account. You can review such information and settings in your Merchant Account. In addition, SPOD stores the terms of this Contract which are accessible to you at SPOD’s website also after establishing the Contract.
1. Placing Orders with SPOD
(a) Individual Order. An “Individual Order” consists of your request for SPOD to deliver printed Products according to the Fulfillment Information you provide. This Contract governs all Individual Orders unless otherwise agreed in writing.
(b) Fulfillment Information. You must provide SPOD with all information and data necessary for the production and delivery of Individual Orders. Information and data provided by you are hereafter referred to as “Fulfillment Information”. Required fields are indicated in the Service. For example, you must provide a delivery address for the Products, which will usually be your customer’s (“End Customer”) address.
(c) Submitting and Canceling Orders. When you submit an order to SPOD through SPOD’s Service, you are making a binding offer for SPOD to fulfill the Individual Order according to the Fulfillment Information and the terms of this Contract. You may not cancel an Individual Order unless the Individual Order has not begun the printing process.
2. The Service
(a) License to the Service. All intellectual property and other rights, title and interest in and to the Service are reserved. Your use of the Service does not grant you any right, title or interest to these properties, except as follows: SPOD grants you a limited, revocable license to access and use the Service for its intended purposes as described in this Contract, for as long as this Contract is in effect. To the extent that SPOD makes free fonts and designs available to you, SPOD grants you a royalty-free, limited, revocable license to use such content only in connection with the Service and only for as long as this Contract is in effect.
(b) No Ownership. You represent that you will not use SPOD's intellectual property as if it were your own, or in any way which may be confusing, misleading, or deceptive, nor attempt to register such intellectual property in any jurisdiction. You may only use the Service according to SPOD's terms, rules, and guidelines found or referred to in this Contract or agreed between the parties otherwise. SPOD may revoke this license and limit your access to the Service according to this Contract.
(c) Your Account Information. If you do not provide complete, accurate, and up-to-date information in your Merchant Account, this is a material breach of the Contract and SPOD may suspend or terminate your access to the Service. This includes current, valid payment information, your full name as shown on your income tax return, and any other financial or tax-related information SPOD requests. SPOD also requires a valid email address from you so that we can communicate with you. You are solely liable for the consequences of providing incorrect or out-of-date information. Before you submit the Merchant Account registration form, you may check the accuracy of the information you have entered and amend it using the correction tools provided.
(d) Maintenance and Security. You are solely responsible for securing your login credentials against access by third parties, for covering all costs and aspects of the configuration of your software and hardware as needed to use the Service, and for adapting to any later changes to the Service. Do not use the same login credentials of your Merchant Account for other websites and services. If you have reason to believe that third parties have accessed your login credentials, change your password, and notify us immediately.
(e) SPOD Newsletter. We will email you information and tips with regard to the Service ("SPOD Newsletter") from time to time. You can unsubscribe from the SPOD Newsletter at any time. Please note that you will continue to receive contractually relevant information via email.
(f) Acceptable Use Rules. You may not:
(1) interfere with the Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware;
(2) interfere with, or disrupt the access of any user, host or network, including by using a virus; by overloading, flooding, or spamming the Service; or by engaging in any activity that places a disproportionate burden on the Service (including by automated means) compared to ordinary use from a single, ordinary user; or
(3) engage in any activity that interferes with another user's ability to use or enjoy the Service.
(4) use a robot or other automated means to monitor the activity on or copy information or pages from the Service, except search engines, traffic counters, or similar basic performance monitoring technology;
(5) modify, copy, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Service;
(6) use any meta tags, search terms, keywords, or similar tags that contain SPOD's name or trademarks;
(7) impersonate another person or entity in connection with the Service;
(8) assist or encourage any third party in engaging in any activity prohibited by this Contract; or
(9) use the Service to promote hate speech, obscenity, or any content that SPOD in its sole discretion finds objectionable. You can review our Content Policy here: https://faq.spod.com/hc/en-us/articles/360007962034-Content-Policy
3. Usage, Warranties, and Rights to Designs & Fulfillment Information and Your Usage of the Service
(a) Usage by SPOD. You agree that SPOD and its subcontractors may use the Fulfillment Information to reproduce, create derivative works from, distribute, process, translate, adapt, publish, publicly perform, publicly display, and edit designs; to decorate blank Products; and to process or change any data to ensure conformity with SPOD’s Service and other requirements during the term of this Contract on an irrevocable, non-transferable, worldwide, fully paid & royalty-free, and non-exclusive basis. This Section 3(a) may not be interpreted to grant SPOD any further ownership rights in the Fulfillment Information that SPOD would not otherwise have. Notwithstanding any other provision in this Contract, SPOD may at any time refuse to publish and/or to print your Fulfillment Information or remove the Fulfillment Information from the Service for any or no reason.
(b) Advertising. SPOD is also entitled to use your Fulfillment Information and mention you as a reference for promotional purposes in any and all media now existing or later arising. However, SPOD is under no obligation to mention you in such promotions.
(c) Third Party Intellectual Property Rights and Applicable Laws.
(1) No Violations.
(A) You represent to SPOD that you have all rights necessary
(i) to grant the license above in Section 3(a) (Usage by SPOD),
(ii) to place an order for the printing of Products under this Contract,
(iii) to offer the Products for sale, and
(iv) to display, offer, and sell all content, designs, or other Fulfillment Information relating to the Products,
without infringing the rights of any third parties or any applicable laws.
For example, these rights can be in trademark, copyright, patent, publicity, personal privacy, and any other applicable usage rights.
(B) You further represent that SPOD’s use of the Fulfillment Information will not violate the rights of any third parties or any applicable laws, including criminal laws, privacy laws, and laws protecting minors. You can review some examples here: https://faq.spod.com/hc/en-us/articles/360007652434-Legal-Guidelines-for-Designs.
(C) You further represent that
(i) the websites, shops and services on which you display and/or embed the Products or the Service or any part thereof,
(ii) your advertising activities for the Products and/or the Service as well as
(iii) any other use of the Service by you
will not violate the rights of any third parties or any applicable laws.
(2) Due Diligence. You are solely responsible for ensuring the designs and other Fulfillment Information you submit are free from any violations of law and infringements of third-party rights.
(3) Notification. You must promptly notify SPOD if you receive any claim that any Fulfillment Information or Products infringe or violate third party rights. SPOD may also provide such a third-party claimant with information relating to the origin, production, sales, and distribution of affected Individual Orders.
(4) Possible Actions. If SPOD believes, in its sole discretion, that you are in breach of any of the foregoing representations in this Section 3(c)(1) to (3), SPOD may – in addition to any other rights or claims SPOD may have – immediately suspend or terminate the publication of your Fulfillment Information.
4. Processing Individual Orders
(a) SPOD’s Discretion. SPOD may accept or reject Individual Orders in its sole discretion. SPOD anticipates that it will accept most Individual Orders, but you hereby acknowledge that SPOD may reject an Individual Order for any reason or no reason.
(b) Intellectual Property Violations. In addition to the general discretion above in Section 4(a) (SPOD’s Discretion), SPOD may reject, cancel, or suspend an Individual Order, or suspend or terminate this Contract immediately without prior notice and without any recourse to you if
(1) SPOD receives any notification that any Fulfillment Information violates any law or infringes upon third-party rights;
(2) SPOD believes, in its sole discretion, that the Fulfillment Information violates any law or infringes upon third-party rights, or that you have violated Section 2(f) (Acceptable Use Rules); or
(3) SPOD believes, in its sole discretion, that its continued performance under this Contract poses a legal or other risk (including a public relations risk) for SPOD.
(c) Product Availability. SPOD makes a selection of blank Products available to you for the fulfillment of Individual Orders. SPOD cannot guarantee the availability of products at all times and may change the available products at any time and in SPOD’s sole discretion.
(d) Product Specifications. You understand and agree, that descriptions and information provided by SPOD in the Service with respect to material, color, weight, measurements, design or other features of the Products only serve as an approximate indication for the Products, that SPOD, when processing an Individual Order, is entitled to deviate from such descriptions and information as far as this can be considered reasonable for you and that such deviations are not considered a Product defect. Reasonable cause for variations in the Product features may result from fluctuations customary in trade and technical production processes.
(e) Subcontractors. SPOD may subcontract any of its duties in this Contract. For example, SPOD may use subcontractors to print the blank Products, and SPOD or its subcontractors have full discretion to select various shipping providers for deliveries.
(f) No End Customer Service. You are solely responsible for providing your End Customers, if any, with customer service, including coordinating their requests for refunds, returns, and replacements of Individual Orders you originally placed with SPOD. SPOD generally has no direct contact with End Customers. For information about products that are returned to SPOD or otherwise allegedly defective products, see Section 6(e) (Wrong & Insufficient Address, Unclaimed Shipping) and Section 9 (Defects).
(a) Generally. SPOD sets Product prices and displays these in the Service. Shipping costs are shown separately. SPOD may change prices from time to time in its sole discretion, and such changes will be reflected in the Service.
(b) Price Reductions for High Volumes. SPOD may, in its sole discretion, make different pricing programs available from time to time (for example, SPOD may offer lower prices to you if you place orders exceeding a certain USD or EUR amount in a given time frame). SPOD does not guarantee the availability of such programs and may suspend or discontinue such programs at any time. Details on such pricing programs can be found on SPOD’s website.
(c) Taxes. All prices and costs described in this Contract and the Services are net prices and do not include sales taxes, value-added tax, import value-added tax, or other taxes and duties which you may have to pay in addition. You are solely responsible for paying any taxes that apply to your sale, supply, and delivery of the Products to the End Customer. To the extent SPOD actually pays such costs on your behalf, SPOD may charge you for them. You must provide SPOD current, valid tax-related information SPOD requests, including on your resale certificate or your VAT-ID.
(d) Invoices. You agree to electronic invoicing only. Invoices will be made available in a format chosen in the sole discretion of SPOD and will be downloadable via the Service. If you are in delay with providing tax-related information (including on your resale certificate or your VAT-ID) requested by SPOD or provide incorrect or out-of-date tax-related information, you are not entitled to claim corrections to invoices created by SPOD.
6. Shipping and Delivery
(1) SPOD or its subcontractors will arrange the delivery of Individual Orders to the delivery address you specify in the Fulfillment Information (usually the delivery address of the End Customer). If you do not provide a delivery address with the Fulfillment Information, then SPOD may refuse delivery, or deliver the Individual Orders to your address on file, in SPOD’s sole discretion.
(2) SPOD has the sole discretion to restrict the available countries for shipping, the mode of transport, the shipping service provider, and the type of packaging available for Individual Orders. You may select only from the shipping options which SPOD makes available to you when you place your Individual Order.
(3) You consent to partial deliveries.
(4) If possible, SPOD may state you as the sender of the shipping and your address as the return address.
(b) Costs. You may review shipping costs in the Service. SPOD may change shipping costs at any time in their sole discretion.
(c) Risk of Loss and Delay, Insurance. The risk of Individual Order loss, destruction, and delay passes to you when the Individual Order is handed over to the shipping service provider, forwarder, carrier, or other person tasked with facilitating shipping. SPOD is not obligated to insure Individual Orders in transit.
(d) No Warranties Regarding Delivery Timing. SPOD may provide general estimates of delivery times on its website and in the Service. These are estimates only, and SPOD expressly disclaims all warranties that it will make Individual Orders available to a shipping service provider within any specific time period or that Individual Orders will arrive at any given destination on a specific date.
(e) Wrong & Insufficient Address, Unclaimed Shipping. If a Product is returned by the shipping provider to SPOD without SPOD’s fault (e.g. because you provided a wrong or insufficient address or the shipping went unclaimed), we will contact you and ask you for an updated address and reship the Product to such new address. You will be liable for any costs of a possible storage and/or reshipping of the Product (if and as applicable). If a Product is not reshipped within 90 days after return to SPOD without SPOD’s fault, a reshipping won’t be available anymore and SPOD is entitled, without any further liability to you, to donate the Product to charity or dispose the Product of at your costs.
(f) Export, Import.
(1) Forms and Information. If your Individual Order is subject to customs, you will provide SPOD any necessary shipping information and SPOD will make commercially reasonable efforts to prepare the necessary export documentation when packaging the affected Individual Orders. You acknowledge that with respect to any such Individual Orders neither SPOD, nor its affiliates, nor its subcontractors are deemed to be the importer of any goods.
(2) Costs. If import duties, (import) VAT, customs clearance costs, or other costs and levies are due or may be incurred in accordance with the statutory provisions in the recipient country of your Individual Order, the recipient of the Products must pay these upon receipt. To the extent that SPOD incurs costs related to the export to or import in the recipient country (including duties, charges, taxes (e.g., VAT and sales taxes), or other fees), SPOD may charge you for these costs.
(3) Destinations and Embargoes. You may review the available delivery destinations in the Service. However, if an Individual Order would be delivered to a destination subject to applicable sanctions or an embargo, or to a specifically designated national or blocked person under applicable law, or to any entity, person, or destination that is the subject of a similar restriction, you acknowledge that SPOD is authorized to reject or withdraw from that Individual Order.
7. Payment and Title in Products
(a) Generally. You agree to pay SPOD for the Products, their printing, and delivery of all Individual Orders. Payment must be made in the currency (or currencies) selected by SPOD. Depending on the SPOD platform determined by you for the Individual Order, payment of charges shall be collected and processed as follows:
(1) If you placed your Individual Order at the SPOD NA Platform, Spreadshirt, Inc., 1572 Roseytown Road, Greensburg, PA 15601, United States, +1 (800) 381-0815 (an affiliated company of SPOD) will collect and process payments.
(2) If you placed your Individual Order at the SPOD EU Platform, SPOD will collect and process payments.
(b) Payment Methods. You must provide payment information before SPOD starts to produce an Individual Order. SPOD may make various methods of payment available from time to time (for example, you may provide SPOD with your credit card information), and you may review the available methods in the Service. If your chosen payment method results in additional charges to you (for example from your banking institution), these charges are your sole responsibility.
(c) Payment Failure. If there is a chargeback on your Individual Order, or if your payment method fails for any reason,
(1) SPOD is immediately excused from all duties under this Contract and under the Individual Orders, without prior notice to you, until you correct the error and process any overdue payment(s); and
(2) you agree to pay any and all associated costs caused by the chargeback or your payment failure, including processing fees, costs of collection, and reasonable attorney’s fees, if applicable.
(d) Retention of Title.
(1) The Products delivered by SPOD (“Reserved Products”) remain the property of SPOD until all claims to which SPOD is entitled against you now or in the future have been satisfied, including all balance claims from the current account.
(2) You may use the Reserved Products and resell them in the ordinary course of business as long as you are not in default of payment. However, you may not pledge the Reserved Products as collateral or transfer their ownership by way of security.
(3) In SPOD’s security interest, you hereby assign to SPOD in full your claims (including all balance claims from the current account) for payment against your End Customers from the resale of the Reserved Products and those of your claims in respect of the Reserved Products which arise for any other legal reason against your End Customers or third parties (in particular tort claims and claims to insurance benefits). SPOD accepts this assignment.
(4) You are entitled to collect the claims assigned to SPOD above on your own account and in your own name on SPOD’s behalf as long as SPOD does not revoke this authorization. SPOD nevertheless has the right to collect these claims itself; however, SPOD will not enforce the claims itself and shall not revoke the authorization to collect the claims as long as you duly meet your payment obligations.
(5) If you are in breach of contract, and in particular if you are in default of payment, SPOD is entitled to demand that you (i) inform SPOD about the assigned claims and the respective debtors, (ii) inform the respective debtors of the assignment and (iii) hand over to SPOD all documents and provide SPOD with all necessary information to enforce the claims.
(6) Upon your request, SPOD shall release the securities to which SPOD is entitled insofar as their market value exceeds the value of SPOD’s open claims against you by more than 10%. SPOD may, however, select the specific securities to be released.
8. Data Protection
(a) CCPA “Service Provider” Clause. To the extent that SPOD is subject to the regulations of the California Consumer Privacy Act, this Section 8(a) applies. SPOD will collect, process, and use End Customers’ personal data only in so far as is necessary to perform its duties under this Contract. SPOD may not
(1) sell personal information;
(2) retain, use, or disclose personal information for any purpose other than for the specific purpose of performing the services specified in this Contract; or
(3) retain, use, or disclose the personal information outside of the direct business relationship between the parties.
SPOD certifies that it understands the restrictions above and in Cal. Civ. Code § 1798.140(w)(2)(A) and that it will comply with them. For purposes of this Section 8(a), "consumer," "sell," and "personal information" have the definitions found in Cal. Civ. Code § 1798.140.
(c) You guarantee to SPOD that any of the End Customers’ personal data that you have collected and transmitted to SPOD has been collected in accordance with all applicable legal requirements (E.g., the CAN-SPAM Act, COPPA, GDPR, etc.) and you expressly warrant that SPOD may use all such information to perform its duties under this Contract without violating any laws. You guarantee that you have obtained End Customer consent for information collection and processing in all circumstances to the extent required by applicable law.
(a) Remedies for defective Products. If a Product is defective, SPOD, to the extent permitted under applicable law, has the sole discretion to grant you a refund (including the refund method), credit your account, or replace a Printed Product at SPOD’s expense. In order to request a refund, credit, or replacement, you must send a photograph and a brief explanation of the problem to SPOD within 30 days of delivery at the latest via SPOD’s complaint form as provided within the Service.
(b) Defective Products.
(1) A Product is defective in particular, if, upon passing of the risk (see Section 6(c) (Risk of Loss)), (i) the Product has not agreed quality (especially, if the Product does not match with your Fulfillment Information) or, (ii) to the extent that the quality has not been agreed, the Product is not suitable for the normal use and its quality is usual for products of the same type and which you can expect for such type of products.
(2) For clarification, SPOD will not grant a refund, credit your account, or replace a printed Product solely because
SPOD deviates from Product descriptions and information in accordance with Section 4(d) (Product Specifications);
the Product was unsatisfactory for any reason despite matching the provided Fulfillment Information; or
the shipping provider did not complete delivery or completed delivery late.
In such cases, you must place a new order, or the recipient of the Product must attempt to resolve the delivery dispute with the shipping provider.
(a) Generally. You agree to indemnify, defend, release, and hold SPOD and its affiliates, employees, officers, agents, and subcontractors harmless, without limitation, from any liabilities and costs (including reasonable attorney’s fees) resulting from any claims that arise out of or relate to
(1) your breach of any term, representation, or warranty of this Contract, including for example Section 2(c) (Your Account Information), Section 2(f) (Acceptable Use Rules), Section 3 (Usage, Warranties, and Rights to Designs & Fulfillment Information and your Usage of the Service) and Section 5(c) (Taxes);
(2) liability for taxes, including sales, use, value-added, import value-added, manufacturing, processing, excise or other similar taxes or (export or import) duties; and
(3) the violation of any law, in so far as such claims relate to your Individual Orders, your use of SPOD’s Service, or other acts relating to this Contract.
(b) Management of Defense. SPOD reserves the right to manage its defense of an indemnified claim in its sole discretion, including the selection of its own counsel. You agree to cooperate fully with SPOD in the defense of any claims described in this Section.
11. Disclaimer of Warranties and Limitation of Liability
(a) Disclaimer of Warranties.
(1) As-Is. With respect to this Service, SPOD hereby disclaims any and all express or implied warranties, including warranties of fitness for a particular purpose, merchantability, and non-infringement to the fullest extent of the law, except to the extent that this Contract provides otherwise. SPOD is also not responsible for express warranties made by the manufacturer(s) of blank Products or other third parties (e.g., in their advertisements). SPOD provides the service on an "as-is" and "as available" basis. SPOD does not represent or warrant that the Service or its use:
(A) will be uninterrupted, timely, safe, or secure,
(B) will be free of inaccuracies, errors, or vulnerabilities,
(C) will meet your expectations or requirements, or
(D) will operate in the configuration or with the hardware or software you use.
(2) Assumption of Risk. When SPOD grants you access to your Merchant Account or new features, you agree that you will diligently inspect the features of the online Service without undue delay, insofar as this is reasonable in the ordinary course of business. If you find any material defect in the Service, you must notify SPOD. If you fail to notify SPOD about a material defect, the online Service shall be deemed to be approved by you, unless the defect is one that could not be detected during a diligent inspection. If such material defect becomes apparent at a later date, your notification must be made without undue delay after its discovery; otherwise, the online Service shall be deemed to have been approved also in respect of this defect. With regard to approved features, you agree that (i) SPOD has no responsibility for any damages suffered by you in connection with the online Service, and that use of the online Service, including all content, data or software distributed by, downloaded, or accessed from or through the online Service, is at your sole risk and (ii) you will be solely responsible for any damage to your business or your computer system or any loss of data that results from your actions and your use of the online Service. SPOD does not control or endorse in any respect any information, products, or services offered by independent third parties in connection with the Service and is not responsible for any possible representations and warranties these third parties may make.
(b) Limitation of Liability.
(1) Unlimited Liability. No provision in this Contract shall exclude or limit SPOD’s liability (i) in the event of willful misconduct or gross negligence, (ii) in case of an injury to life, body, and health, (iii) within the scope of a guarantee taken over by SPOD, (iv) in the event that a defect is maliciously concealed, (v) according to the German Product Liability Act, if applicable.
(2) Other Liability. Unless SPOD is liable in accordance with the “Unlimited Liability” section above, SPOD’s liability
(A) from its violation of an essential contractual obligation (an obligation whose fulfillment is a prerequisite for the proper execution of this Contract and the Individual Orders in the first place and whose compliance you regularly trust and may trust) is limited to the compensation of the foreseeable, typically occurring damage to this type of contract, and
(B) shall, in any case, not exceed the total amount of money you have paid for in connection with the Service in the 12 months preceding a claim.
In all other respects, SPOD’s liability is excluded, and SPOD is especially not liable to you for any lost profits or other consequential, special, indirect, punitive, or incidental damages arising out of or relating to the Service, this Contract, or any other agreement or conduct involving you and SPOD, regardless of the cause of action (whether in contract, tort, strict product liability, or otherwise), even if advised of the possibility of such damages.
(3) Scope. In the case of claims for your damages against any of SPOD’s affiliates, and SPOD’s and SPOD’s affiliates’ employees, officers, agents, and subcontractors, the limitation of liability in this Contract shall also apply in favor of such persons.
12. Term and Termination
(a) Generally. This Contract has an indefinite term. The parties may terminate this Contract for any reason or no reason by providing written notice of termination (including via email), which termination becomes effective immediately upon notification. You may also terminate this Contract effective immediately by permanently ending your use of the Service (e.g., by deleting your Merchant Account or uninstalling all applicable SPOD applications or plugins). Termination of this Contract does not affect Individual Orders placed before termination.
(b) Termination For Cause. SPOD may terminate this Contract without any prior notice if you violate Section 2(f) (Acceptable Use Rules), Section 3 (Usage, Warranties, and Rights to Designs & Fulfillment Information and your Usage of the Service), if you materially breach any other agreement (or a surviving duty of an expired agreement) to which you and SPOD are parties, if you become insolvent or cease to do business in the ordinary course, or if you engage in any illegal, unfair, or deceptive business practices or unethical conduct whatsoever (in SPOD’s sole discretion). If Section 13(d)(1) applies and if SPOD terminates this Contract pursuant to this Section 12(b), you waive all rights, including injunctive relief, to contest SPOD’s determination that a termination event has occurred.
(c) Survival. Notwithstanding the above, Sections 2(b) and 2(f) (The Service), Section 3 (Usage, Warranties, and Rights to Designs & Fulfillment Information and your Usage of the Service), Section 5(c) (Taxes), Section 6(c) (Risk of Loss and Delay, Insurance), Section 7 (Payment; especially for orders placed before termination), Section 10 (Indemnification), Section 11 (Disclaimer of Warranties and Limitation of Liability), Section 12(c) (Survival), and Section 13 (Miscellaneous) survive the termination of this Contract.
(a) Entire Agreement. This Contract contains the entire agreement between the parties and replaces all prior oral and written agreements regarding its subject matter. The parties have not relied on any representations or promises relating to the subject matter of this Contract except those contained within the four corners of this Contract.
(1) Any changes of this Contract must be agreed in writing.
(2) Changes to this Contract may also be agreed as follows:
(A) Provided the change is reasonable for you, SPOD is entitled to change the Contract if
(i) the legal, regulatory, economic or technical conditions on which the Contract is based change, or
(ii) SPOD introduces new features to the Service or existing features of the Service are adjusted.
A change is reasonable if it would not significantly disturb the contractual balance between the parties and not result in a significant restriction of the Service.
(B) If SPOD wishes to change the Contract in the cases specified in Section 13(b)(2)(A), SPOD will inform you of this and will offer you the new contract terms no later than 15 days prior to the scheduled effective date of the contractual change. If you do not object to the validity of the new contract terms within 15 days upon receipt of SPOD’s offer by notifying SPOD in text form (including email), then once this deadline passes the changes to the contract shall be deemed accepted by you. Should you object to the validity of the new contract terms in the required manner and on time, the Contract shall continue to be effective unchanged. In such cases, SPOD does however reserve the right to terminate the Contract with you in order to ensure the uniform treatment of all merchants. At the beginning of the 15 days objection period, SPOD will inform you again of your right of objection, the ways in which you can declare your objection, and the intended significance of your behavior.
(c) Waiver. Waivers are only effective when in writing. If a party waives enforcement of a breach of any term of this Contract, later breaches of the same or other terms are not waived. Accepting late performance of any act or late fulfillment of any condition of this Contract is not a waiver of the act or condition itself.
(d) Choice of Law, Disputes.
(1) If you select SPOD’s NA Platform for your Merchant Account, the formation, construction, and performance of this Contract and all Individual Orders must be construed in accordance with the laws of Pennsylvania without regard to its choice of law rules, and without regard to the United Nations Convention on Contracts for the International Sale of Goods of Vienna 1980. If you select SPOD’s NA Platform for your Merchant Account and if any dispute arises between the parties or out of this Contract or any Individual Order, you agree to exclusive personal jurisdiction and venue in the state or federal courts of Pennsylvania; however, SPOD is entitled to submit such a dispute, suit, action or proceeding also to the place of your general jurisdiction and venue. If you file any claims in other venues in contravention of this Section 13(d)(1), or dispute personal jurisdiction in contravention of this Section 13(d)(1), you agree that these filings or arguments must be dismissed immediately and you must reimburse SPOD for all of its costs and reasonable attorney’s fees relating to such filing(s) or argument(s).
(2) If you select SPOD’s EU Platform for your Merchant Account, the formation, construction, and performance of this Contract and all Individual Orders must be construed in accordance with the laws of the Federal Republic of Germany without regard to its choice of law rules, and without regard to the United Nations Convention on Contracts for the International Sale of Goods of Vienna 1980. The terms of this Contract shall not limit your mandatory statutory rights under applicable law. If you select SPOD’s EU Platform for your Merchant Account and if any dispute arises between the parties or out of this Contract or any Individual Order, you agree to exclusive personal jurisdiction and venue in the courts of Leipzig, Federal Republic of Germany; however, SPOD is entitled to submit such a dispute, suit, action or proceeding also to the place of your general jurisdiction and venue.
(e) Notice. To give notice pursuant to this Contract, a party must send written notice to the other Party at the email address provided in the Service. Notices to SPOD must be sent by using the contact form provided in the Service. Unless otherwise specified, notice is deemed to be received at the start of the next full business day (meaning 9:00 am to 5:00 pm in the time zone of the recipient) after it is sent by electronic mail.
(f) No Third-Party Beneficiaries. Unless otherwise provided, this Contract does not and is not intended to confer any rights or remedies upon any person other than the parties.
(g) Interpretation Rules.
(1) “Or” when used in group phrases or nouns intends to include any combination of all or any of the items in the group, and not merely one member or the other of such a group.
(2) When "includes" or “including” begins a list of items, the list is not exclusive.
(3) All headings used in this Contract are for convenience only and are not to be taken into account when interpreting the meaning of any term of this Contract.
(4) “the parties” refers to you and SPOD jointly.
(h) Non-Business Day Grace. If this Contract sets a deadline or requires action on a day that is a Saturday, a Sunday or a general officially recognized holiday in the United States of America, the state of Pennsylvania, or the state of Saxony (Federal Republic of Germany) the deadline or required date of action will be moved to the next regular business day.
(i) Independent Contractor Relationship.
(1) SPOD and You. This Contract does not constitute a joint venture, partnership, agency, employment, or fiduciary relationship between the parties. Neither party nor its agents have any authority to bind the other party, and the relationship of the parties is that of independent contractors.
(2) You and Others. The contractual relationship between you and SPOD exists independently of any contractual relationships you may have with others, including End Customers. The End Customer remains your customer only. Possible risks arising out of the relationship between you and End Customers rest solely with you. For example, you are solely responsible for any VAT and sales taxes that apply to your sales to your own End Customers, if applicable.
(j) Set-off, Right of Retention. You are only entitled to rights of set-off or retention to the extent that your claim has been legally recognized and finally adjudicated, or is uncontested. In addition, you may only exercise a right of retention if your claim is based on this Contract.
(k) Succession and Assignment. This Contract inures to the benefit of and binds the successors, assigns, heirs, executors, and administrators of the parties, for example, in connection with a merger, acquisition, consolidation, change of control, or purchase of all or substantially all of your assets or business. However, you may not assign or delegate any right or duty under this Contract without written consent from SPOD. Any attempt to do so is null and void.
(l) Severability. If any provision of this Contract or an Individual Order is held invalid or unenforceable, the remainder of this Contract or the Individual Order will remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it will remain in full force and effect in all other circumstances.
(m) Shopify-Specific Terms. The following terms apply to this Contract only if you use the Service in connection with Shopify (see https://www.shopify.com/):
(1) Shopify Termination. Note that Shopify may terminate SPOD's access to Shopify at any time, for any reason or no reason. If this occurs, this will result in SPOD's Service being unavailable with respect to Shopify without any prior notice.
(2) Limitation of Liability for Shopify. SPOD is solely responsible for its Service. Shopify is not liable for any fault in the Service or any harm that may result from its installation or use. Except where expressly stated by Shopify, Shopify cannot provide assistance with the installation or use of the Service. Shopify is not responsible for any liability which may arise from: (i) the development, use, marketing, or distribution of or access to the Service, including support of the Service; and (ii) SPOD's access, use, distribution, or storage of Merchant data.