Terms of Service
Effective date: September 2, 2015
Subject to the terms and conditions of this Agreement, the Service is provided solely for User's own personal use. Spring Marketplace may change, suspend or discontinue the Service at any time, including the availability of any feature, function, content or benefit.Spring Marketplace may also impose limits on certain features and services or restrict User's access to parts or all of the Service without notice or liability.Spring Marketplace reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Site, or by sending User a notice via email or postal mail. User shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Service following such notification constitutes User's acceptance and agreement of the terms and conditions of this Agreement as modified.
Notwithstanding the foregoing, Spring Marketplace may change any of its products, services, offers or rewards at any time - with or without notice.
The Service is available only to individuals who are US residents and at least 16 (provided that, if User is located in a state in which 16 is under the age of majority, then User represents he/she has the legal consent of a legal guardian to enter this Agreement).
This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.
2. THE REWARDS PROGRAM.
The Rewards Program, which works across the Spring Marketplace network, including a variety of Participating Merchants and shopping centers, allows consumers to earn "Rewards" and receive "Offers" in connection with subscribing to the Service, taking certain qualified actions and / or using their payment accounts (such as credit card or debit card accounts etc.) ("Card Account") to make purchases from merchants who participate in the Spring Marketplace network ("Participating Merchants") or shopping centers who participate in the Spring Marketplace network ("Participating Shopping Centers"). User will only receive certain applicable Offers and Rewards to the extent certain qualifying conditions are satisfied, such as a User has reached a certain level of spend, or transacted a required number of times with a Participating Merchant or Participating Shopping Center.
Each Offer, as applicable, is made respectively by the applicable Participating Merchant, Participating Shopping Center, or Spring Marketplace. User acknowledges and agrees that Spring Marketplace is not responsible for fulfilling or otherwise honoring any Offer not made by Spring Marketplace. Offers may be subject to additional terms of conditions provided by either the applicable Participating Merchant, Participating Shopping Center or Spring Marketplace.
Rewards earned by consumers will be provided by Participating Merchants, Participating Shopping Centers and/or Spring Marketplace. Rewards may include a variety of benefits such as points redeemable for goods or services, cash credits or discounts, status or access with Spring, Participating Merchants or Participating Shopping Centers, eligibility to receive prizes or awards or other benefits. Rewards and Offers may be subject to terms and conditions, including activation dates, expiration dates, time window conditions, spend amount or frequency conditions, location conditions, a cost to purchase and fees, unless prohibited by applicable law. Spring Marketplace reserves the right to (i) change the type of Offers and Rewards that it provides to User at any time (with or without notice), (ii) calculate rewards in any manner it deems appropriate (including, for example, what monetary conversion rate(s) to use), and (iii) limit the type and/or amount of the Rewards available to User. In general, Rewards or Offers may not be earned or redeemed for qualifying purchases at a Participating Merchant when using other coupons or discount cards or in combination with other discount programs. All account inquiries or disputes related to any Reward or Offer must be received by us within ninety (90) days of the qualifying purchase or User will forfeit his/her rights to that Offer or Reward. User is responsible for any tax and other governmental assessment in connection with User's receipt of his/her Rewards or Offers. Spring Marketplace may report Rewards or Offers provided to you to relevant tax/governmental authorities.
To participate in the Rewards Program, you must become a registered member by (1) creating a Service account and (2) registering with the Service at least one valid Card Account ("Registered Card Accounts"). User may register more than one Card Account at any time. All information User provides during the registration process must be true, accurate and complete.User will keep all such information up-to-date. User will not provide any third party with access to User's account and will be responsible to maintain the security of any passwords or other account log-in information. Each individual using the Spring platform may only have one registered account.
To engage in the Rewards Program, Spring Marketplace needs to access User's transaction related information ("Transaction Information") from third party Card networks, providers, processors, or transaction facilitators or point-of-sale-systems (such as, First Data®, TSYS®, Chase Paymentech®, Global Payments®, Vantiv®, Elavon®, Wells Fargo®, Chase®, Citibank®, Capital One®, Bank America®, US Bank®, Visa®, MasterCard®, American Express®, Discover®, Fiserve®, Yodlee® and/or others) ("Transaction Information Providers").Transaction Information may include, but is not limited to, the merchant providing the purchased products or services, the dates and times of your purchase of products and services, the location of your purchases, the amount of your purchases and the items or services purchased using your Registered Card Account. By registering OR SIGNING UP for the Service, User expressly authorizes Spring Marketplace (and its service providers) to access your Transaction Information from the TRANSACTION INFORMATION Providers AND USE THE TRANSACTION INFORMATION for the purposes contemplated by this Agreement and the Service. Spring Marketplace makes no effort to review the Transaction Information for accuracy, legality or non-infringement.
In addition, User hereby authorizes Spring Marketplace to issue Rewards Program cash credits for Rewards and Offers directly to User's Registered Card Accounts when applicable.
User understands and agrees that the Service is not sponsored or endorsed by any Transaction Information Providers.As set forth in Section 10 and 11 below, the Transaction Information Providers make no warranties with respect to, and has no liability in connection with, the Rewards Program or this Agreement.
Special Notes for Visa Cardholders:
- By registering your Visa card to your Spring Marketplace account, you agree that Visa may perform the functions of the Transaction Information Provider as specified in these terms. Not all Visa cards are eligible for registration and not all transactions with your registered Visa card are tracked by Visa. Without limitation, Visa Corporate cards, Visa Purchasing cards, non-reloadable prepaid cards, government-administered prepaid cards (including EBT Visa cards), healthcare (including Health Savings Account (HSA) or Flexible Spending Account (FSA) Visa cards) or insurance prepaid cards, Visa Buxx, and Visa-branded cards whose transactions are not processed through the Visa U.S.A. payment system are not eligible to participate.
- Not all transactions made with your registered Visa payment card can be monitored by Visa for purposes of the Spring Marketplace program. Do not use a Personal Identification Number (PIN) when paying for your purchases with your Card if you want the transaction to be eligible for Rewards or Offer completion. You acknowledge that Visa may be unable to monitor every transaction made with your enrolled Visa card, including PIN-based purchases, purchases you initiate through identification technology that substitutes for a PIN, payments made through other payment methods (such as a digital wallet or a third party payment app, where you may choose your Visa card as a funding source but you do not present your card directly to the merchant), payments of existing balances, balance transfers, or transactions that are not processed or submitted through the Visa U.S.A. Inc. payment system, and that these transactions are not eligible.
5. OTHER PRODUCTS AND SERVICES.
Spring Marketplace may add other products and services at any time. Such other products and services shall be considered part of the Service and may be subject to additional or different terms and conditions.
6. SITE CONTENT.
User agrees that all content (e.g. text, forum postings) and materials (collectively, "Content") delivered via the Service or otherwise made available by Spring Marketplace at the Site are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws.Except as expressly authorized by Spring Marketplace in writing, User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content. Reproducing, copying or distributing any content, materials or design elements on the Site for any other purpose is strictly prohibited without the express prior written permission of Spring Marketplace.
Use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.Any rights not expressly granted herein are reserved.
User acknowledges and agrees that if User uses the Site to contribute Content to the Site, Spring Marketplace is hereby granted a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable right to fully exploit such Content (including all related intellectual property rights) and to allow others to do so.User warrants, represents and agrees that it will not contribute any Content that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise in violation of any law or right of any third party.Spring Marketplace reserves the right to remove any Content from the Site at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or in the event that Spring Marketplace is concerned that User may have breached the immediately preceding sentence), or for no reason at all.
User shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. Spring Marketplace reserves the right to bar any such activity.
User shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Spring Marketplace server, or to any of the services offered on or through the Service, by hacking, password "mining", or any other illegitimate means.
User shall not probe, scan or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service. User shall not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Service, or any other customer of Spring Marketplace, including any Spring Marketplace account not owned by User, to its source, or exploit the Service or any service or information made available or offered by or through the Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than User's own information, as provided for by the Service.
User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or Spring Marketplace's systems or networks, or any systems or networks connected to the Service or to Spring Marketplace.
User shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person's use of the Service.
User shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal User sends to Spring Marketplace on or through the Service.User shall not, in connection with the Service, pretend (e.g. through impersonation) that User is any other individual or entity.
User shall not use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement, or which infringes the rights of Spring Marketplace or others.
8. THIRD PARTY SITES.
The Site may permit User to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under Spring Marketplace's control, and User acknowledges that Spring Marketplace is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Spring Marketplace.User further acknowledge and agree that Spring Marketplace shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, information, or services available on or through any such website or resource.
User is responsible for all of its activity in connection with the Service. User shall defend, indemnify, and hold harmless Spring Marketplace, the Transaction Information Providers, each of their affiliates and the employees, contractors, directors, suppliers and representatives of any of them from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from (i) User's use or misuse of the Service; (ii) User's access to any part of the Service, (iii) any Content User uploads or posts or otherwise contributes or transmits through or on the site; (iv) User's gross negligence or willful misconduct, (v) User's purchase, use, consumption of, or other engagement with, any Participating Merchant's products, services, offers or rewards, and/or (vi) User's violation of this Agreement.
10. WARRANTY DISCLAIMER.
THE SERVICE IS PROVIDED ON AN "AS IS" BASIS AND SPRING MARKETPLACE (ON BEHALF OF ITSELF AND ALL TRANSACTION INFORMATION PROVIDERS) HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.SPRING MARKETPLACE MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE SERVICE WILL MEET USER'S REQUIREMENTS. USER ACKNOWLEDGES THAT SPRING MARKETPLACE IS NOT RESPONSIBLE FOR (I) ANY PRODUCTS OR SERVICES PROVIDED BY ANY PARTICIPATING MERCHANT, OR (II) ANY USER CONTENT (OF THE AFFECTS OF SUCH CONTENT ON USER). USER'S USE OF THE SERVICE IS SOLELY AT USER'S OWN RISK. SPRING MARKETPLACE DISCLAIMS ANY AND ALL WARRANTIES FOR THIRD PARTY GOODS AND SERVICES RECEIVED THROUGH, OR IN CONNECTION WITH, OR ADVERTISED ON, THE SERVICE. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
11. LIMITATION OF LIABILITY.
IN NO EVENT SHALL SPRING MARKETPLACE, THE TRANSACTION INFORMATION PROVIDERS, OR ANY OF ITS OR THEIR AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE (OR ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICE): (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR INFORMATION OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF USER'S USE OF ANY CONTENT OR INFORMATION POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE AT OR THROUGH THE SERVICE, (IV) FOR ANY PARTICIPATING MERCHANT'S PRODUCTS, SERVICES, OFFERS, REWARDS OR ACTIVITIES, (V) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) US$100.00, OR (VI) FOR ANY damages related to any MATTERS BEYOND ITS REASONABLE CONTROL (SUCH AS any THIRD PARTY "HACKING", ISP OUTAGES, ETC.). In addition, Spring Marketplace shall not be liable for any loss or liability resulting, directly or indirectly, from User's inability to access or otherwise use the Site (including, without limitation, any delays or interruptions due to electronic or mechanical equipment failures, denial of service attacks, date data processing failures, telecommunications or Internet problems or utility failures. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Spring Marketplace may terminate this Agreement (and/or User's access to all or any part of the Service) at any time, with or without cause, and with or without notice. User may terminate this Agreement at any time by selecting to terminate User's participation in the Service via the User's Service account page. Upon termination, User will no longer have any right to use the Service and may lose any benefits previously associated with the User's account or profile on the Service.All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers and limitations of liability.
13. EXPORT AND TRADE CONTROLS.
User agrees not to import, export, re-export, or transfer, directly or indirectly, any part of the Service or any information provided on or pursuant to the Service except in full compliance with all United States, foreign and other applicable laws and regulations.
15. DISPUTES WITH OTHER USERS (AND PARTICIPATING MERCHANTS OR SHOPPING CENTERS).
User is solely responsible for his/her interactions with other Service users - including Participating Merchants or Participating Shopping Centers. Spring Marketplace reserves the right, but has no obligation, to monitor disputes between User and other Service users. If User has a dispute with one or more users of the Site or Service (such as dispute with any Participating Merchant regarding such merchants products, services, offers, rewards or activities), User shall and hereby does release Spring Marketplace, and all Transaction Information Providers, and its and their officers, directors, agents, subsidiaries, joint ventures and employees, from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.If User is a California resident, User waives California Civil Code §1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." All applicable Transaction Information Providers are third party beneficiaries to this Section.
All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Spring Marketplace, or its Participating Merchants, or its other partner or content suppliers and protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of Spring Marketplace and protected by U.S. and international copyright laws. All software used on (or provided through) the Site is the property of Spring Marketplace or its software suppliers and protected by United States and international copyright laws.
17. ELECTRONIC COMMUNICATIONS.
By registering for the Service, User hereby consents to receive communications from us electronically. Spring Marketplace will communicate with User by e-mail or by posting notices on the Site or by SMS text message. User agrees that all agreements, notices, disclosures and other communications that Spring Marketplace provides to User electronically satisfy any legal requirement that such communications be in writing.
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Spring Marketplace shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Spring Marketplace's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Spring Marketplace's prior written consent.Spring Marketplace may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof, and the parties submit to the exclusive jurisdiction and venue of the state and Federal courts located in San Francisco, California.Notwithstanding the foregoing sentence, (but without limiting either party's right to seek injunctive or other equitable relief immediately, at any time, in any court of competent jurisdiction), any disputes arising with respect to this Agreement shall be settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Service, Inc. ("JAMS").The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, in which the arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place in San Francisco, California, using the English language.Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Spring Marketplace in any respect whatsoever.
19. Digital Millennium Copyright Act Notice
Spring Marketplace has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf ).The address of Spring Marketplace's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this policy.
It is Spring Marketplace's policy to (1) block access to or remove content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.
A. Procedure for Reporting Copyright Infringements:
If you believe that content residing on or accessible through the Service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:
1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
2. Identification of works or materials being infringed;
3. Identification of the content that is claimed to be infringing including information regarding the location of the content that the copyright owner seeks to have removed, with sufficient detail so that Spring Marketplace is capable of finding and verifying its existence;
4. Contact information about the notifier including address, telephone number and, if available, e-mail address;
5. A statement that the notifier has a good faith belief that the content is not authorized by the copyright owner, its agent, or the law; and
6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:
It is Spring Marketplace's policy:
1. to remove or disable access to the infringing content;
2. to notify the content provider, member or user that it has removed or disabled access to the content; and
3. that repeat offenders will have the infringing content removed from the system and that Spring Marketplace will terminate such content provider's, member's or user's access to the service.
C. Procedure to Supply a Counter-Notice to the Designated Agent:
If the content provider, member or user believes that the content that was removed or to which access was disabled is either not infringing, or the content provider, member or user believes that it has the right to post and use such content from the copyright owner, the copyright owner's agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:
1. A physical or electronic signature of the content provider, member or user;
2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
3. A statement that the content provider, member or user has a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
4. Content provider's, member's or user's name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or if the Content provider's, member's or user's address is located outside the United States, for any judicial district in which Spring Marketplace is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Designated Agent, Spring Marketplace's may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days.Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Spring Marketplace's discretion.
Please contact Spring Marketplace's Designated Agent to Receive Notification of Claimed Infringement at the following address:
Designated Agent to Receive Notification of Claimed Infringement:
Attn: VP of Finance and Administration, 314 W. SUPERIOR ST, SUITE 600, CHICAGO, ILLINOIS 60654.