Terms of Service

These Terms of Service (“Terms”) were last updated on June 6, 2023.

The following are the terms of an agreement with Springtime (“Springtime”, “us”, “our”, or “we”). By accessing, or using this website, you acknowledge that you have read, understand, and agree to be bound by these Terms. In addition, Springtime offers various services (“Services”) and software (“Software” and, together with the Services, “Offerings”) to its customers and end users (“Users”) including through this website, an online platform or through websites or online platforms of our partners who might sell or license our Offerings (“Platform”). By accessing the Platform or receiving or using an Offering, you also acknowledge that you have read, understand, and agree to be bound by these Terms.

These Terms are agreed to between Springtime and you and, if you are accessing the Platform or receiving an Offering on behalf of another individual, organization, or entity (“Entity”), that Entity (in either case, “you” or “your”). If you are entering into these Terms on behalf of an Entity, by accessing, or using the website, accessing Platform or receiving or using any Offering, you represent and warrant that you have authority to bind that Entity to these Terms.

THESE TERMS CONTAIN AN ARBITRATION PROVISION, WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

Orders

Your access to and use of any Offerings is subject to your compliance with these Terms. If you have placed or later place an order through the Platform seeking to access and use any Offering, or you sign an agreement, including a statement of work or order (each, an “Order”), your access to and use of that Offering is also subject to the terms of that Order.

All Orders will be governed by these Terms. Springtime will have no obligation or responsibility with respect to any Order until accepted by Springtime. Acceptance of any Order is in Springtime’s sole discretion. Once accepted by Springtime, each Order will constitute a part of these Terms. Only the terms of each Order accepted by Springtime will constitute a part of this Agreement and any terms that User may provide to Springtime, including terms that User may require be accepted electronically through any vendor enrollment, login, invoice submission, or other process or in connection with any Order, are void, of no force or effect, and will not be enforceable against or otherwise bind Springtime. If there is a conflict between these Terms and the terms of any Order, these Terms will control except to the extent an Order expressly identifies a provision of these Terms to be superseded by that Order.

Entire Agreement

Unless you have entered into a separate written agreement signed by Springtime expressly providing otherwise, these Terms and each Order together comprise the entire agreement between you and Springtime with respect to the website, Platform and each Offering made available to you by or on behalf of Springtime and supersede all prior or contemporaneous communication and proposals (whether oral, written, or electronic) between you and Springtime with respect to the Platform and each Offering.

Platform

If the Platform through which you are purchasing access to, accessing, or seeking to access an Offering is through Springtime’s marketplace, then these Terms also apply to your access and use of the Platform.

If the Platform through which you are purchasing access to, accessing, seeking access to any Offering is a third-party marketplace or platform, then the applicable terms and conditions provided by such third party (“Third Party Platform Terms”) apply to your access to and use of the Platform and these Terms apply only to your access to and use of the Offerings.

If there is a conflict between these Terms and any such Third Party Platform Terms, these Terms will control in all respects to your access to and use of any Offering and such Third Party Platform Terms will apply with respect to your access to and use of that third-party platform.

Changes

We reserve the right to make changes to these Terms or to the Platform or any Offering at any time, with or without prior notice, by making those modifications available to you or by changing the Terms on our website at https://www.itsspringtime.com/terms-of-service. You are solely responsible for checking our website for any changes. Your continued use of the Platform and any Offering following any such changes to these Terms or to the Platform or any Offering constitutes your acceptance of those changes. If you do not agree with any changes, you may withhold your consent by not accessing the Platform or any Offering or by terminating these Terms as permitted herein. You agree that Springtime and its subsidiaries and affiliates, including their respective directors, officers, members, employees and advisors (collectively, the “Springtime Parties”), will not be liable to you or to any third party for any modification of these Terms or the Platform or any Offering, suspension of your access to the Platform or any Offering, or discontinuance of the Platform or any Offering.

We can make necessary deployments of changes, updates or enhancements to the Offerings at any time. We may also add or remove functionalities or features, or we may suspend or stop the Offerings altogether.

Eligibility

We require that the Platform and the Offerings be accessed and used only by individuals who are not minors and who can legally enter into binding contracts with Springtime under applicable Laws (typically persons 18 years of age or older, depending on the Laws applicable to you). By accessing or using the Platform or any Offering, you represent and warrant that you are not a minor and are legally permitted to enter into a binding contract, including these Terms, with Springtime under applicable Law. We reserve the right to refuse to provide you access to the Platform or any Offering for any reason.

Privacy

Your privacy is very important to us. Separate from these Terms and as made available at https://www.itsspringtime.com/privacy-policy/, we have provided our Privacy Policy to explain our privacy practices in detail. We reserve the right to make changes to the Privacy Policy at any time, with or without prior notice, by making those modifications available to you or by changing the Privacy Policy on our website. You are solely responsible for checking our website for any changes.

Use of the Software

Subject to your compliance with these Terms, during the Term Springtime will grants to you a non-exclusive, non-transferable limited license (1) to install the Software made available to you by or on behalf of Springtime (in object code format only) solely on the number of websites owned or controlled by you (“Websites”) specified in each Order and (2) to operate the Software for your own lawful business purposes as necessary to access and make available the Services to those Websites.

Access to the Services

Subject to your compliance with these Terms, during the Term Springtime will permit you to access and use (1) the Platform solely for your own lawful business purposes, and (2) the Services solely in connection with your permitted use of the Software.

Restrictions

The Platform, all Offerings, and the software, hardware, databases, and other technology used by or on behalf of Springtime to operate and provide the Platform and Offerings (“Technology”), constitute valuable trade secrets of Springtime and its suppliers and providers. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in these Terms; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, or create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; (9) interfere with us, the operation or hosting of the Technology or any Offering; (10) frame or utilize framing techniques to enclose the Platform or any Content or create a link to the Platform accessing any Content; (11) use any circumvention tools, meta tags or any other “hidden text” utilizing any Springtime Mark or URL; or (12) robotically or otherwise automatically harvest, scrape, extract, copy, access or collect any information or data from the Platform or any Offering.

Use Limits

You agree to purchase Offerings that will be sufficient to support your use and access to the Software on each Website in which you use the Software. The Software may contain functionality for limiting the operation of the Software to the number of Websites specified in each applicable Order or to the other limitations contained in these Terms. In addition, Springtime reserves the right to monitor your use of the Offerings to ensure compliance with this Agreement. If Springtime has reason to believe you are not in compliance with the rights granted under this Agreement, Springtime reserves the right to take such action as is deemed necessary, including assessing additional charges by means of automatic upgrades if applicable or terminating your access to the applicable Offering without providing you with a refund.

Installation and Implementation

You are solely responsible for installation and implementation of all Offerings on and in connection with your Website(s). By installing or implementing any Offering, you acknowledge and agree that Springtime is provided with control to apply changes to the rendered document object model (“DOM”).

Support

Subject to compliance with these Terms, Springtime may provide support for the Offerings as specified at https://www.itsspringtime.com/sla (the “SLA”). You may also visit the Springtime Customer Support Help Desk available at https://help.itsspringtime.com. Springtime has no obligation to provide support for any Offering except as specified in this Section. All support will be provided in accordance with Springtime’s then current support policies.

Ownership

Except as expressly specified in these Terms, you are granted no licenses or other rights, whether by implication, estoppel, or otherwise, in or to the Platform or any Offering. Springtime and its suppliers and licensors retain all right, title and interest in and to the Platform, all Offerings, and all other Technology, any and all additions, improvements, updates, upgrades, and modifications thereto and new versions thereof, and all intellectual property and proprietary rights, rights of publicity, rights of privacy, and other legal rights protecting data, information, or intangible property throughout the world, including any and all copyrights, trademarks, service marks, trade secrets, patents, moral rights, rights in datasets or databases, and contract rights (“Intellectual Property”) therein and related thereto. You receive no ownership interest in or to the Platform, any Offering, or any other Technology. You are not granted any license or other right to access or use the Technology itself apart from your access to and use of the Platform and other Offerings under the licenses and rights expressly granted in these Terms.

The Springtime name and logo and all other trademarks appearing on the Platform or in any Offering (“Springtime Marks”) are the property of Springtime and its suppliers and licensors. You are not granted any license or other right to use any Springtime Marks other than as part of your permitted use of and access to the Platform and Offerings.

Third Party Offerings

To the extent any product or service of any third party (a “Third Party Offering”) is provided in connection with or as part of any Offering, your access to and use of that Third Party Offering is subject to the terms of any third-party agreement applicable to such Third Party Offering (which may include payment of additional fees) (a “Third-Party Agreement”). For any Third-Party Offering specifically indicated by Springtime to be subject to the terms of a Third-Party Agreement, the terms of the applicable Third-Party Agreement will apply to the Third-Party Offering independent of the terms of this Agreement. All other Third-Party Offerings provided to you may be used only under these Terms. Unless otherwise stated in this Agreement, Springtime has no control over, is not responsible for and does not provide support for, any Third Party Offering provided under a Third Party Agreement.

Account and Security

To attain access to and utilize certain aspects of the Platform and certain Offerings, you or your authorized provider must register with us to open an account (“Account”). Approval of your request to establish an Account will be at the sole discretion of Springtime. Each Account and the user identification and password for each Account, including any private keys or other codes associated with or used to access each Account (the “Account ID”) is personal in nature. You are solely responsible for all use of Platform and all Offerings accessed through your Account. All transactions completed through your Account or under your Account ID will be deemed to have been lawfully completed by you. As part of the Account registration process, you will submit your email address and select a password. You shall provide us with accurate, complete, and updated Account information. You agree that you will not (1) select or use the email address of another person with the intent to impersonate that person; (2) use a name subject to the rights of any other person without authorization; or (3) use an email address that Springtime, in its sole discretion, deems inappropriate or offensive.

You will ensure the security and confidentiality of Your Account and Account ID. You will immediately notify us of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your Account ID. You understand and agree that you shall be liable for any activity performed by others using your Account or your Account ID. We are not responsible for any loss or damage arising from your failure to maintain the confidentiality of your Account ID.

We may immediately terminate your Account, or suspend your access to your Account, in our sole discretion and without notice for conduct that we believe is: (a) illegal, fraudulent, harassing or abusive; (b) a violation of these Terms or any other policies or guidelines posted by Springtime; or (c) harmful to other users, third parties, or the business interests of Springtime. Use of an Account for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice to you. If you file a claim against Springtime, or a claim which in any way involves Springtime, then we may terminate your Account. Upon any suspension or termination of your Account, (i) you may not establish a new Account for a period of one year (or such other duration as we may determine in our sole discretion) from the date of termination, (ii) we will have no obligation to notify any third parties regarding such termination, and (iii) you will be responsible for any damages that may result or arise out of termination of your Account.

Springtime Content

Unless otherwise noted on the Platform or through any Offering, other than Your Content (as defined below), all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other content (“Content”) available through the Platform or any Offering (“Springtime Content”) is owned by Springtime, the Users providing that Content, or Springtime’s other third party providers. All Springtime Content is for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Springtime Content and for your use of any Springtime Content. Any dated Springtime Content is published as of its date only, and Springtime does not undertake any obligation or responsibility to update, supplement or amend any such Springtime Content. Subject to your compliance with these Terms, you may access the Springtime Content solely for your own personal and internal business purposes in connection with your own use of the Platform and Services.

You will not, and will not permit any third party to: (1) alter, modify, reproduce, or create derivative works of any Springtime Content; (2) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Springtime Content; or (3) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Springtime Content. If no specific restrictions are displayed, you may make copies of select portions of the Springtime Content, provided that you use all copies only for your own personal and internal business purposes in accordance with the terms and conditions of these Terms.

Neither Springtime, nor our other Users, suppliers or service providers have verified the accuracy of or will be responsible for any errors or omissions in any Springtime Content. Without limiting the foregoing, Springtime will not be held liable to you or any other third party for any Springtime Content, including both Springtime Content and Your Content, under applicable Law, including the Communications Decency Act, 47 U.S.C. § 230. Except as set forth in these Terms, you are granted no licenses or rights in or to any Springtime Content or any Intellectual Property therein or related thereto.

Your Content

You are solely responsible for all Content you provide, upload, submit, or post to, or generate through access to or use of the Platform or Services (“Your Content”). You are solely responsible for all of Your Content, including the resolution of any disputes that may arise between you and any User or other Entity because of Your Content. By providing, uploading, submitting, posting, or generating Your Content, you grant us, our affiliates, and each of our respective vendors, suppliers, service providers, and business partners a non-exclusive, transferable, fully sublicensable, perpetual, irrevocable, royalty-free, fully paid up, worldwide license to use, copy, store, reproduce, modify, display, adapt, publish, translate, publicly perform, digitally perform, publicly display, and distribute Your Content and to prepare derivative works based on Your Content, or incorporate Your Content into other works, with or without consideration and with or without attribution or any duty of accounting to you. You understand that all of Your Content may be visible to, sent to, and viewed by other Users and you expressly waive any privacy rights you may otherwise have in Your Content. You agree to allow us, if we elect in our sole discretion, to provide Your Content to other Users.

You are solely responsible for Your Content. By providing, uploading, submitting, posting, or generating Your Content, you represent, warrant, and covenant that: (1) Your Content is accurate, complete, and current; (2) Your Content does not violate these Terms or any applicable federal, state, local, international, or other law, statute, rule, or regulation (“Law”) of any federal, national, state, provincial, local, or other government, governmental, regulatory, or administrative authority, agency, or commission or any court, tribunal, or judicial or arbitral body; (3) you have fully complied with all applicable Laws relating to Your Content; (4) Your Content will not contain any untrue statement of fact or omit to state a fact required to be stated or necessary to make such a statement not misleading in light of the circumstances under which it is made; (5) Your Content is not unlawful, harmful, threatening, abusive, harassing, libelous, defamatory, discriminatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, religiously, sexually, or similarly offensive, or otherwise objectionable; (6) Your Content does not encourage fraudulent or tortious activity or conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable Law or individual privacy rights; (7) Your Content does not constitute an infringement or misappropriation of the Intellectual Property or other rights of third party; (8) Your Content is not an advertisement or solicitation of funds, goods, or services; (9) Your Content is not false, misleading, incomplete or inaccurate; (10) Your Content could not be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement; and (11) you have all right, title, interest and consent in Your Content necessary to allow us to use Your Content as permitted under these Terms. You agree that you will promptly update Your Content in the event that Your Content is no longer in compliance with these Terms or if you discover that any of Your Content previously provided was not in compliance with these Terms when provided, uploaded, submitted, posted, or generated. Springtime is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of Your Content.

Your Conduct

You agree not to harass, advocate harassment, or to engage in any conduct that is abusive or harmful to any Entity. We reserve the right, but are not obligated, to investigate and/or prohibit any conduct, or remove or refuse to post any Content (including Your Content), that we deem in our sole discretion to be unlawful, harmful, in breach of these Terms, or otherwise offensive to you, the Platform, Users, our customers, our rights, or any Entity. We assume no liability for any action or inaction with respect to your conduct, communication, or your Content. Additionally, we may disclose any Content or electronic communication of any kind: (1) to satisfy any Law or government request; (2) if such disclosure is necessary or appropriate to operate the Platform or any Offering; (3) to protect our rights or property, our Users and customers, you, or any other Entity; or (4) if, in our sole discretion, such Content or electronic communication should be referred to law enforcement or other government authorities.

Disclaimer

THE PLATFORM AND ALL OFFERINGS AND CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS FOR YOUR USE SOLELY AS SPECIFIED HEREIN WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALL STATUTORY AND OTHER IMPLIED WARRANTIES, CONDITIONS, AND REPRESENTATIONS ARE HEREBY DISCLAIMED, INCLUDING ALL WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE OR FROM SPRINGTIME’S CONDUCT IN COLLECTING, COMPILING, OR INTERPRETING ANY DATA OR INFORMATION. NEITHER WE NOR OUR THIRD PARTY SUPPLIERS MAKE ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE PLATFORM OR ANY OFFERINGS OR CONTENT. NEITHER WE NOR OUR THIRD PARTY SUPPLIERS WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE PLATFORM OR ANY OFFERINGS OR CONTENT AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE PLATFORM, OFFERINGS, OR CONTENT OR THE DELIVERY THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM, OFFERINGS, OR CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PLATFORM AND ALL OFFERINGS AND CONTENT REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPRINGTIME, ITS AFFILIATES, THIRD PARTY SUPPLIERS, LICENSORS AND BUSINESS PARTNERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES AND AGENTS, (COLLECTIVELY, THE “SPRINGTIME PARTIES“) SHALL NOT BE LIABLE WITH RESPECT TO THE PLATFORM, ANY OFFERINGS OR CONTENT, OR ANY OTHER SUBJECT MATTER OF THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR (1) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, EVEN IF SPRINGTIME AND/OR ANY OF THE SPRINGTIME PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (2) THE USE OR THE INABILITY TO USE THE PLATFORM OR ANY OFFERING OR CONTENT, OR (3) THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE ENTIRE LIABILITY OF SPRINGTIME OR ANY OF THE SPRINGTIME PARTIES TO YOU OR ANY THIRD PARTY EXCEED THE AMOUNT THAT YOU PAID TO SPRINGTIME OR ITS DESIGNEES FOR THE APPLICABLE OFFERINGS UNDER THESE TERMS DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF LOSS.

YOUR SOLE REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE PLATFORM OR ANY OFFERINGS IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE ANY USE OF THE PLATFORM AND THE OFFERINGS OR TO HAVE THE OFFERING TO BE RE-PERFORMED.

Some jurisdictions do not allow the limitation of liability, so the foregoing limitation may not apply to you. In such states or jurisdictions, the liability of Springtime and its Springtime Parties shall be limited to the fullest extent permitted by applicable Law.

Links to Third Party Sites

The third-party links provided throughout the Platform will let you leave the Site. These links are provided as a courtesy only, and the sites they link to are not under our control in any manner whatsoever and are not otherwise covered by these Terms. Therefore, we are in no manner responsible for the contents of any such linked site or any link contained within a linked site, including any changes or updates to such sites. We are providing these links merely as a convenience, and the inclusion of any link does not in any way imply or express affiliation, endorsement or sponsorship by Springtime of any linked site and/or any of its content therein.

Term

The term of these Terms (“Term”) will begin on the Effective Date and will continue until terminated as set forth herein. The term of each Order will continue for the initial duration stated on that Order, and any renewal terms will be determined by the terms of the Order.

For any Offering provided on a trial basis, all access to and use of such Offering(s) may, at the end of the trial period, convert into a Fee-based Offering for the term identified in the Order applicable to such Offering, unless you provide us with notice as specified herein of your intent not to have such trial Offering convert prior to the end of the applicable trial period.

Termination

You may terminate your Account or any Order following the end of the then-current Order term (or, if you have not provided sufficient notice of termination as set forth above, following the end of the next renewal term) by providing notice to our partner according to the terms of your Order with the partner.

Springtime may terminate these Terms or any Order at any time upon notice to you, in our sole discretion.

Springtime may also terminate any Order (or portion thereof) if access to an Offering under that Order is discontinued by Springtime, either in general or through the Platform through which you placed your Order for such Offering. In the alternative, Springtime may replace such Offering with any similar or comparable Offering then offered by Springtime at the then-existing rate for such Offering.

We also reserve the right to suspend or limit your access to the Platform or any Offering(s) for any reason in our sole discretion following our provision of notice. During any such suspension, you may not access or use the Platform or any such Offering(s) or any related Content.

Upon any termination of an individual Order: (1) all rights to any Offerings subject to that Order will immediately terminate; (2) you will immediately cease all use of and access to all Offerings subject to such Order; (3) you will immediately cease use of and delete any Content relating to the Offerings subject to such Order; (4) all Fees or other amounts incurred under such Order will become immediately due and payable; and (5) we may, in our sole discretion, delete any of Your Content relating to the Offerings subject to such Order.

Upon any termination of these Terms: (a) all rights granted to you under these Terms and each Order will immediately terminate; (b) you will immediately cease all use of and access to your Account, the Platform, and all Offerings; (c) you will immediately cease use of and delete all Content; (d) all Fees or other amounts incurred through your Account or which you have otherwise incurred under these Terms and each Order will become immediately due and payable; and (e) we may, in our sole discretion, delete your Account and any of Your Content.

Following any termination of these Terms, you will continue to be bound by the terms hereof which, by their nature, survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Fees and Payment

You will pay your partner all fees and other amounts (“Fees”) specified in each Order when due. Fees and Expenses are payable in the currency specified on each Order.

Violation of These Terms by Others

If you believe a user of the Platform has violated these Terms, please contact customer service at 866-331-5324.

Your Representations and Warranties

You represent, warrant, and Covenant to Springtime that : (1) you have the legal right and authority to enter into these Terms; (2) these Terms form a binding legal obligation on you; and (3) you have the legal right and authority to perform your obligations under these Terms and to grant the rights and licenses described in these Terms.

You further represent, warrant, and Covenant to Springtime that all of the pages and content on your Website have been tested with modern web browsers and with each of the Offering’s features and that your Website functions properly and as intended.

You acknowledge that your use of the Platform and Offerings in compliance with any specific Law applicable to you, or other data or information you may provide or generate through the Platform or Offerings, including Your Content, is your sole responsibility. Springtime is not responsible for enabling your compliance with any such Law or for your failure to comply. Regardless of the jurisdiction in which you use or access the Platform or any Offering, you represent, warrant and covenant that your use of and access to the Platform and the Offerings and Content, including Your Content, will comply with all applicable Laws and will not cause Springtime itself to violate any applicable Law. The foregoing obligation includes compliance with all Laws that are applicable to the accessibility and transmission of Content on and through internet websites and mobile applications.

Indemnification

You agree to indemnify, defend, and hold harmless Springtime and each Springtime Party (collectively, the “Indemnified Parties“), at your expense, from and against any and all claims, allegations, actions, proceedings, and suits and all related liabilities, losses, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and other dispute resolution expenses) (“Claims”) incurred by any Indemnified Party arising out of or relating to your (1) violation or breach of any of these Terms or any policy or guidelines referenced herein, (2) use or misuse of the Platform or any Offering or Content, (3) your violation of any Law or any rights of others in connection with your use of the Platform and Offerings or Content, (4) your use or disclosure of another person’s personal, financial or credit information or (5) infringement, violation or misappropriation of any Intellectual Property or the violation of any property or privacy right arising from any of your Content or Website(s).

Infringement of Your Copyrights

If you believe in good faith that your copyrighted work has been posted or made available on the Platform or through the Services without your authorization in a way that constitutes copyright infringement, please contact us at the address below so that we may investigate the situation and take any appropriate action. In order for us to investigate your claim of infringement, you must provide us with the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;
A description of the copyrighted work that you believe has been infringed;
A description of where the material that you claim is infringing is located or identified on the Platform;
Your name, address, telephone number, and e-mail address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or applicable Law; and
A statement by you, made under penalty of perjury, that the information submitted to us is accurate and that you are the owner of the copyright or authorized to act on behalf of the owner of the copyright.

The above information should be provided to our designated agent for notice of claims of copyright infringement at the following address:

By mail: Attn: Legal Department

5210 E. Williams Circle, Ste 750

Tucson, AZ 85711

Please note that the above procedure is exclusively for notifying Springtime and its affiliates if you believe in good faith that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the Digital Millennium Copyright Act of 1998.

Allegations that other Intellectual Property Rights may be infringed on the Platform or through the Services should be sent to ip@itsspringtime.com. Springtime may, in its sole discretion, terminate the Accounts of those who are accused of infringing copyrights or other Intellectual Property.

Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS RIGHTS THAT YOU MAY OTHERWISE HAVE. IT PROVIDES FOR RESOLUTION OF DISPUTES THROUGH MANDATORY ARBITRATION WITH A FAIR HEARING BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY OR THROUGH A CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Arbitration Terms. You agree that any dispute or claim arising out of or in any way relating to these Terms or the Platform or any Offerings (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) will be resolved by binding arbitration as specified in this Section.

Arbitration Procedures. Before commencing arbitration, you must first present any claim or dispute to us in writing to allow us the opportunity to resolve the dispute. If the claim or dispute is not resolved within 60 days, you may request arbitration by serving a completed Commercial Demand for Arbitration Form on us and the American Arbitration Association (“AAA“). You can contact the AAA at 800-778-7879 or www.adr.org. The arbitration shall be conducted by the AAA in accordance with its Commercial Arbitration Rules, and, when deemed appropriate by the arbitrator, the AAA’s Supplementary Procedures for Consumer-Related Disputes, except as expressly set forth in these Terms. There shall be one arbitrator who will be a licensed attorney or a former judge and will have at least 10 years of legal experience in the resolution of commercial disputes. The arbitrator shall be chosen by written mutual agreement of the parties. If, after 7 days, you and we are unable to agree upon an arbitrator, the AAA will appoint the arbitrator. The arbitrator shall apply the substantive law of the state of Arizona, without giving effect to its conflict of law provisions. All face-to-face proceedings shall take place in an agreed-upon location in Phoenix, Arizona.

Award. Arbitration is final and binding. In making any award, the arbitrator will be restricted by the “Limitation of Liability” provision in these Terms and will not have jurisdiction to make an award to any party to the arbitration contrary to the “Limitation of Liability” provision. You expressly agree that the rulings of the arbitrator, including any award, shall be binding, non-reviewable and non-appealable.

Confidentiality. Any arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Any party shall have the right to prevent any actual or threatened breach of this confidentiality provision by temporary, preliminary or permanent injunctive or declaratory relief.

Costs of Arbitration. The party requesting arbitration must pay the applicable AAA filing fee. Each party shall pay its own expenses of the arbitration, including the expense of its own counsel, witnesses, and presentation of evidence at the arbitration. If any party files a judicial or administrative action asserting a claim that is subject to arbitration and another party successfully stays such action or compels arbitration, the party filing that action must pay the other party’s costs and expenses incurred in seeking such stay or compelling arbitration, including reasonable attorneys’ fees.

Waiver of Jury and Class Action and Other Representative Proceeding

THE PARTIES EXPRESSLY AGREE THAT THERE SHALL BE NO JURY TRIAL OR RIGHT TO A JURY TRIAL, OR RIGHT TO ANY OTHER PROCEEDING TO RESOLVE ANY DISPUTE IN ANY COURT. THE PARTIES ALSO EXPRESSLY AGREE THAT ANY DISPUTE IS PERSONAL TO THEM, AND ANY SUCH DISPUTE SHALL ONLY BE RESOLVED BY AN INDIVIDUAL ARBITRATION. NEITHER PARTY AGREES TO CLASS ARBITRATION OR ARBITRATION WHERE A PERSON BRINGS A DISPUTE AS A REPRESENTATIVE OF ANY OTHER PERSON OR PERSONS. NEITHER PARTY AGREES THAT A DISPUTE CAN BE BROUGHT AS A CLASS OR REPRESENTATIVE ACTION OUTSIDE OF ARBITRATION, OR ON BEHALF OF ANY OTHER PERSON OR PERSONS. THE PARTIES AGREE THAT A DISPUTE MAY ONLY BE RESOLVED THROUGH AN INDIVIDUAL ARBITRATION AND SHALL NOT BE BROUGHT AS A CLASS ARBITRATION, A CLASS ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING.

Governing Law and Venue

The interpretation of the rights and obligations of the parties under these Terms, and any dispute of any nature that might arise between you and Springtime, will be governed by the Laws of the State of Arizona, USA, as such laws apply to contracts between Arizona residents performed entirely within Arizona, without regard to its conflict of laws principles.

Subject to the Dispute Resolution Section above, each party will bring any action or proceeding arising from or relating to these Terms exclusively in a federal or state court located in Phoenix, Arizona. You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Springtime. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, and the parties hereby disclaim the application thereof.

Notices

All notices you provide to Springtime under these Terms shall be in writing, in English. When you send a notice to Springtime, such notice shall be deemed properly given when addressed to Springtime’s address as stated on its website and (1) delivered by personal delivery, (2) delivered by overnight courier service with signature required, or (3) mailed by first class U.S. mail with postage paid, return receipt requested. In addition, you may provide us with notice of termination or non-renewal of these Terms or any Order by contacting our customer service at 866-331-5324.

You agree that we may send you any notice, communication, or other information in connection with the Platform or any Offering in electronic form to any e-mail address we have on file for you or, if the notice, communication, or other information applies to multiple Users, by posting such notice to the Platform or providing it through the Offerings. Notices, communications, or other information provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. Notices, communications, or other information given through the Platform or Offerings will be deemed given and received on the day you access the Platform or Offering containing such notice.

You agree to promptly notify us of any changes in your address or contact details. If Springtime sends you any notice, communication, or other information but you do not receive it because the email address in our files file is incorrect, out-of-date, blocked by your service provider, or you are otherwise unable to receive the notice, communication, or other information, Springtime will be deemed to have provided the notice, communication, or other information to you.

Force Majeure

Springtime will not be liable for delays, failure in performance or interruption of the Platform or any Offering which result directly or indirectly from any cause or condition beyond Springtime’s reasonable control, including any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, pandemic or epidemic, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

Publicity Rights

You grant Springtime the right to use your name, logo, and a description of your use case to refer to you on Springtime’s website, earnings release and calls, marketing or promotional materials, subject to your standard trademark usage guidelines that you provide to us from time-to-time.

Additional Terms

The failure of Springtime to enforce any right or provision in these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Springtime. Except as expressly set forth in these Terms, the exercise by either party of any of its rights or remedies under these Terms will be without prejudice to its other rights or remedies under these Terms or otherwise.

If for any reason a court or arbitral tribunal, as applicable, of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect and enforceable.

Neither these Terms nor any of your rights or obligations under these Terms may be assigned or transferred by you (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Springtime. Any assignment in violation of the foregoing will be null and void. Springtime shall have the right to assign its rights or delegate any of its responsibilities under these Terms for any reason. Springtime will use commercially reasonable efforts to provide you with notice of any such assignment or transfer. Springtime may use third party providers to provide any portion of the Platform or any Offering.

Except as expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. Springtime may use third party providers to provide any portion of the Platform or any Offering. The Springtime Parties shall be deemed third party beneficiaries to these Terms.

The parties hereto are independent parties, not agents, employees or employers of the other or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.

Springtime does not represent you or any affiliate or employee of yours, and Springtime does not provide legal advice.

Capitalized terms used in these Terms have the definitions given in the context in which they are used. To the extent any ambiguity or inconsistency exists between an English version of any written document and a version in any other language, the English (as interpreted in the United States) version of such document shall prevail. The words “include,” “includes” and “including” means “include,” “includes” or “including,” in each case, “without limitation.”

Supplemental Information

If you have any questions or concerns about these Terms or any issues raised in these Terms or on the Platform, your Account, or any Offering please contact our customer service at (866) 331-5324.