- a. “Intellectual Property Rights” shall mean all right, title and interest in patents, copyrights, trade secrets, trademarks, moral rights, mask work rights, and any other intellectual property as they may now exist or hereafter come into existence anywhere in the world.
- b. “Network” shall mean the communication and collaboration network, as established by use of the Service, that you are permitted to access through use of the Service.
- c. “Network Administrator” shall mean those individuals who are responsible for overseeing the use of, and monitoring the content posted to, a Network.
- d. “Service” shall mean the service offered by Socialspring through the Socialspring.com website whereby a User may access certain Socialspring software and applications, the functionality of which may be changed by Socialspring at any time.
- e. “Users” shall mean anyone accessing the Service.
- f. “User Content” shall mean the data, information, communications, text and images created, uploaded, published or displayed by a User in conjunction with their use of the Service.
2. Use of the Service
Socialspring grants you permission to use the Service in compliance with the terms of this Agreement. In order to use the Service, you will need to register with Socialspring and create a “Member” account. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Socialspring immediately of any breach of security or unauthorized use of your account. Although Socialspring will not be liable for your losses caused by any unauthorized use of your account, you shall be liable for the losses of Socialspring or others due to such unauthorized use. You may not use another Member’s account without that Member’s permission.
You may use your account settings to control your member profile. By providing Socialspring your email address you consent to our using the email address to send you notices of any kind. You may use your account setting to opt out of many Service-related communications.
You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Service in a manner that sends more request messages to the Socialspring servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser. You agree not to collect or harvest any personally identifiable information, including account names, from the Service or to use the communication systems provided by the Service for any commercial solicitation purposes. You agree not to use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages.
Socialspring may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability, if, in Socialspring's sole determination, you violate any provision of the Agreement, including the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (ii) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Service; (iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (v) interfering with the proper working of the Service; or, (vi) bypassing the measures we may use to prevent or restrict access to the Service, including, but not limited to, registering for the Service with a non-Network email address. Upon termination for any reason, you continue to be bound by this Agreement.
3. User Content
You agree not to post User Content that: (i) may create a risk of loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) harmful, abusive, racially or ethnically offensive, defamatory, , harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; or (v) contains any information or content that is illegal; or (vi) violates your obligations of confidentiality to others. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of publicity and privacy.
Socialspring takes no responsibility and assumes no liability for any User Content that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. Socialspring is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that Socialspring shall not be liable for any damages you allege to incur as a result of such User Content.
You are solely responsible for your interactions with other Socialspring Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
4. Network Administration
Each Network may have one or more Network Administrators. Networks may exist on the Service absent a Network Administrator; in such case Users are responsible for conducting themselves in accordance with this Agreement. Users should follow their particular company’s policies, guidelines, and procedures concerning the Content they post to the Service. Users may delete their own User Content from the Network, so long as they are a Member of that Network. Network Administrators may delete the User Content of one or more Users in their Network.
5. Use of Mobile Devices
If Users elect to receive regular short message service (“SMS”) alerts of new Socialspring content, Socialspring is not responsible for the contents of any such information since it is not the originator of this content. Socialspring can make no representations or warranties as to the accuracy or reliability of the contents and accuracy of that information. Socialspring does not warrant that the text messaging service will be uninterrupted or error free.
6. Type of Service
The Service is offered in two versions: (i) a Free Service with basic functionality and (ii) a Fee-Based Service with enhanced functionality that is offered on a subscription basis for a specified period of time, typically monthly or annually. When ordering the Fee-Based Service you will be required to select a subscription period (the “Subscription Term”) which specifies the period during which you (the “Subscriber”) may use the Service. You agree to pay the fees specified for the applicable Fee-Based Service. Upon ordering the Fee-Based Service, and subject to payment of the applicable fees, you are granted a time-limited, non-exclusive, non-transferable, non-sublicenseable right and license to permit Authorized Users to use the Service during the Subscription Term. Upon expiration of the initial Subscription Term, or any renewal term, as the case may be, the license granted hereunder shall automatically renew for a period of time equal to the previous Subscription Term unless you notify Socialspring, within 10 days of the expiration of such term, of your decision to not renew the license. In the event of any automatic renewals, you authorize Socialspring to charge the credit card on record for your account or to invoice you accordingly. “Authorized Users” shall mean, collectively, any individual employees, agents or contractors of Subscriber accessing or using the Service solely on behalf of and for the benefit of Subscriber in the operation of Subscriber’s business.
In conjunction with your selecting to use the Free Service, you are granted a non-exclusive, non-transferable, non-sublicenseable right and license to use the Service until such time as the license is terminated by Socialspring.
The license rights granted hereunder may be terminated by Socialspring at any time for any reason in its sole discretion upon notice to you. In the event of any such termination, Socialspring shall, in conjunction with a Fee-Based Service, refund to the paying party a pro-rata portion of any fees pre-paid for the applicable Subscription Term, based on the unused portion of the Subscription Term.
Socialspring is under no obligation to provide technical assistance, support or maintenance of any kind. Socialspring may provide updates and upgrades to the Service or respond to technical inquiries from you in its sole discretion.
Socialspring reserves the right at any time with reasonable advance notice to temporarily change the Services' hours of operation or to limit access to and use of the Service in order to perform repairs, make modifications, or to do so without advance notice as a result of circumstances beyond Socialspring’s reasonable control. Socialspring may alter or modify all or part of the Service from time to time. Such alterations and modifications, or both, may include, without limitation, the addition or withdrawal of features, products, services, software or changes in instructions.
Socialspring will have the right to review and monitor all use of the Services to ensure compliance with these terms. Socialspring will also have the right to analyze user behavior as a measure of interest in, and use of, our Website and emails, both on an individual basis and in the aggregate, and otherwise to collect and create metadata about your use of the Services provided that such metadata is never disclosed to any third party other than in an anonymized and aggregate format.
To the extent necessary to enable Socialspring to provide the Services, you hereby grant Socialspring a non-exclusive, royalty free, license to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive and index any User Content.
Except for your User Content, the Service and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the "Socialspring Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Socialspring and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the Socialspring Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Socialspring under any fiduciary or other obligation, that we are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to you. You acknowledge that, by acceptance of your submission, Socialspring does not waive any rights to use similar or related ideas previously known to Socialspring, or developed by its employees, or obtained from sources other than you.
8. Age Eligibility
The Service may be accessed and use by anyone who is 13 years of age or older whose membership has not been previously revoked. If you are over 13 but less than 18 years of age you may use the Service only if you either are an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms and conditions. You represent that you meet the age eligibility requirements set forth in this section.
9. Network Protection
Socialspring uses commercially reasonable efforts to protect the security of a Network, but does not guarantee the security of any User Content on the Network. Any personal information or User Content posted or uploaded by you to the Network is done so at your own risk.
10. Links to other Websites
You agree to defend, indemnify and hold harmless Socialspring and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties herein; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content or any that are submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
12. Warranty Disclaimer
THE SERVICES PROVIDED BY SOCIALSPRING ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND SOCIALSPRING EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, NON-INFRINGEMENT, NON-INTERFERENCE, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY SOCIALSPRING ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. SOCIALSPRING DOES NOT WARRANT THAT THE SAAS ANY OTHER INFORMATION, MATERIALS, TECHNOLOGY OR SERVICES PROVIDED UNDER THIS AGREEMENT WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT SOCIALSPRING’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF YOU ONLY. SOCIALSPRING DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SOCIALSPRING SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SOCIALSPRING WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
13. Limitation of Liability
IN NO EVENT SHALL SOCIALSPRING BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF SOCIALSPRING TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES THEN-PAID TO SOCIALSPRING BY CLIENT FOR THE LICENSE RIGHT GRANTED UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain between the Parties, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different. The Service is controlled and operated from its facilities in the United States. All materials found on the Service are solely directed to individuals, companies, or other entities located in the U.S. Socialspring makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. Unless otherwise explicitly stated,
Applicable Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH, AND SHALL BE GOVERNED BY, THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT GIVING EFFECT TO ITS RULES REGARDING CONFLICTS OF LAWS. YOU AGREE THAT ANY AND ALL CAUSES OF ACTION BETWEEN THE PARTIES ARISING FROM OR IN RELATION TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE STATE AND FEDERAL COURTS LOCATED WITHIN THE COMMONWEALTH OF VIRGINIA.
Force Majeure. Socialspring shall be excused from performance of its obligations under this agreement if such a failure to perform results from compliance with any requirement of applicable law, acts of god, fire, strike, embargo, terrorist attack, war, insurrection or riot or other causes beyond the reasonable control of Socialspring. Any delay resulting from any of such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.
Notices. All notices to required by or relating to this agreement shall be in writing and shall be sent (i) as to you, to the e-mail address or postal address provided by you in your account information and (ii) as to Socialspring, by means of certified mail, postage prepaid and addressed:
8800 E Chaparral Rd
Scottsdale, AZ 85250
Assignment. You shall not assign its rights or delegate its obligations under this agreement (or under any Addenda) without Socialspring’s prior written consent, and, absent such consent, any purported assignment or delegation by You shall be null, void and of no effect. This agreement shall be binding upon and inure to the benefit of Socialspring and you and their successors and permitted assigns.
Independent Contractors. The relationship arising from this agreement does not constitute or create any joint venture, partnership, employment relationship or franchise between them, and the Parties are acting as independent contractors in making and performing this agreement.
Waiver. No waiver under this agreement shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder shall not be deemed a waiver of that right.
Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this agreement shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this agreement invalid or unenforceable whatsoever.