Terms of Use
Terms of Use
Welcome to SpringCM. This web site (www.SpringCM.com, this “Site”) is provided by SpringCM Inc. and its affiliates (collectively “SpringCM,” “we” or “us”). Your use of this Site is governed by and subject to these terms and conditions of use (this “Agreement”). Please read this Agreement carefully and thoroughly. By accessing and using this Site, you agree that you have read and understand this Agreement, and that you accept and agree to be bound by the terms and conditions set forth in this Agreement. If you do not agree to the terms and conditions of this Agreement, please do not continue to access and use this Site.
Changes to Terms
This Agreement may be updated by SpringCM from time to time, and may be amended to incorporate additional terms specific to certain additional SpringCM products or services, which you may choose to subscribe to, purchase or license. All such updates and changes are effective immediately upon notice thereof, which we may give by any means, including, but not limited to, posting a revised version of this Agreement or other notice on this Site. You should view this Agreement often to stay informed of changes that may affect you, as your continued use of this Site signifies your continuing consent to be bound by the terms of this Agreement. We expressly reserve the right to make any changes to this Agreement, or to the Site and its contents, at any time without prior notice to you.
Access, Registration and Use
In this Agreement, “you” refers to an individual accessing this Site, regardless of any particular SpringCM products or services subscribed to, purchased or licensed. To the extent applicable, “you” also includes the corporation or other legal entity (your “Company”), if any, on whose behalf you are accessing this Site. You agree that all information that you provide to SpringCM in connection with your access to and use of the Site is true, accurate and complete to the best of your knowledge, belief and ability, and that you will maintain and routinely update such information to keep it true, accurate and complete at all times. We reserve the right to terminate this Agreement and to refuse, restrict or discontinue your service or access to the Site, in the event that any information provided by you to SpringCM is, at such time or at any time thereafter, untrue, inaccurate or incomplete or if you otherwise fail to comply with the terms and conditions of this Agreement or any license, evaluation agreement, order form, subscription or services agreement or other agreement that you have with us.
If you wish to make use of or access the Site and related services beyond the limited use made available as part of the trial period program, before making such use or access of the Site, your organization must first execute in writing SpringCM’s standard written customer order form, subscription or other services agreements. Any use of the Site beyond what is permitted under the trial period program or after expiration of the trial period without first completing such steps is prohibited.
Trial Period Program
If you wish to make use of or access the Site under a trial period, you must read these terms and conditions and agree to them as part of the trial registration and on boarding process. Upon your successful completion of the trial period registration process, and subject to you and your Company’s compliance with the requirements of this Agreement and SpringCM’s policies related to access and use of the Site, SpringCM shall provide you with the limited, personal, revocable, non-transferable, non-sublicensable right to access and make use of the Site and related services for a period of no more than thirty (30) days (the “trial period”) for your Company’s legitimate internal business purposes and solely in connection with your Company’s evaluation of the Site and SpringCM’s products and services. You acknowledge and agree that during the trial period certain features or functions of the Site may not be available for your use or your use of them may be limited in some manner. No more than [five] users shall be permitted to make use of the Site during the trial period. The limited license granted to participants in the trial period program described above shall automatically terminate upon the expiration of the trial period or SpringCM’s election, whichever occurs first.
If you or your Company wish to continue to make use of the Site after the conclusion of the trial period, you or your Company must enter into a written customer order form or master subscription agreement with SpringCM. YOU ACKNOWLEDGE AND AGREE THAT ANY DATA ENTERED INTO THE SITE, AND ANY CONFIGURATIONS OR OTHER CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU DURING THE TRIAL PERIOD WILL BE PERMANENTLY LOST UNLESS YOUR COMPANY HAS EXECUTED A WRITTEN CUSTOMER ORDER FORM OR MASTER SUBSCRIPTION AGREEMENT AND COMPLETED ANY ASSOCIATED SUBSCRIPTION PROCEDURES PRIOR TO THE EXPIRATION OF THE TRIAL PERIOD.
SpringCM Privacy Policy
Information that you provide or that we collect about you and your Company through your access to and use of this Site is subject to our Privacy Policy, the terms of which are hereby incorporated into this Agreement by reference. We encourage you to read and become familiar with our privacy practices. To review our Privacy Policy, please click here.
Security
SpringCM takes commercially reasonable measures to secure and protect information transmitted to and from the Site, however we cannot and do not guarantee that any such communications or any electronic commerce conducted on or through the Site is or will be totally secure. You are responsible for maintaining the confidentiality of any login or ID (your “User ID”) and any password that may be assigned to you by SpringCM, and you are fully responsible for all access and any activity that occurs through use of your User ID or password. You agree to immediately notify SpringCM of any unauthorized use of your User ID or password or any other breach of Site security of which you become aware. SpringCM cannot and will not be liable for any loss or damage arising from any unauthorized access or use of your User ID and password.
Proprietary Content
SpringCM respects the intellectual property rights of others and expects you to do the same. SpringCM has expended substantial time, effort and funds to create the Site and to collect and provide the materials, products and services that are available through the Site. You understand and agree that SpringCM owns or (where required, appropriate or applicable) has been licensed by third parties to use all right, title and interest in and to the Site and the products and services made available on or through the Site, and all information, text, data, databases, graphics, images, sound recordings, audio and visual clips, logos, software, and other content contained therein, and the collection, design, selection and arrangement thereof (collectively, the “Content,” that are accessed, used or obtained on or through the Site). You acknowledge that the Content contains valuable proprietary information that is protected by applicable intellectual property and other proprietary rights and laws of the United States and other countries, and that you acquire no ownership interest by accessing and using the Site and the Content. Such intellectual property and proprietary rights include, but are not limited to; various patents, copyrights, trademarks and service marks, registered trademarks and service marks, trade dress protection and trade secrets, and all such rights are and shall remain the property of SpringCM and its licensors.
Use of Content
Except as expressly provided for in this Agreement or in an applicable, validly executed license or subscription agreement between you or your Company and SpringCM, any alteration, modification, reproduction, redistribution, retransmission, redisplay or other use of any Content in any other manner or for any other purpose constitutes an infringement of SpringCM’s intellectual property and other proprietary rights. Other than as necessary and required to facilitate your personal use, you may not reproduce, perform, create derivative works from, republish, upload, post, retransmit, or redistribute in any way whatsoever any Content from this Site, or any other Web site owned or operated by SpringCM, without the prior written permission of SpringCM. Use of the Content or any portion thereof on any other Web site or other networked computer environment is expressly prohibited without prior written permission from SpringCM. You shall not remove or modify any copyright notice or trademark legend, author attribution or other notice placed on or contained within the Content. Except as expressly authorized by SpringCM in writing, in no event shall you reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, all or any portion of the Content or the Site, or access to or use of the Content and the Site.
Copyright Agent
SpringCM has registered a designated agent with the United States Copyright Office pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)) and if you believe that your copyrighted material is being used on this Site without required permission, please notify SpringCM’s designated agent at:
SpringCM Inc.
Attn: Greg Buchholz, Copyright Agent
350 N. Orleans Street, Suite 900
Chicago, IL 60654
Telephone: (312) 881-2018
Facsimile: (312) 253--8215
Submissions
By submitting information and material to the Site or to SpringCM, whether by e-mail, telephone or other mode of communication, or through access to and use of the Site or the Content including, but not limited to, access to and use of any available pages or applications, submitting or posting feedback, questions, comments, suggestions, ideas, graphics, text, software or computer files of any type, you thereby expressly grant, or warrant that the owner of such material has expressly granted SpringCM a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, make and have made, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and to incorporate it in other works in any form, media or technology now known or hereafter developed, subject to our Privacy Policy, as set forth on this Site.
Compliance with Law
You access and use the Site and the materials, products and services available on or through the Site or SpringCM at your own initiative and risk. In connection with your access to and use of the Site and that of any person authorized by you to use the Site, you are responsible for compliance with all applicable laws, regulations and policies of all relevant jurisdictions. Recognizing the global nature of the Internet, you agree to comply with all applicable local rules regarding online conduct and acceptable content. You expressly agree to comply with all applicable laws regarding the transmission of data or information out of the country in which you reside. You further agree not to upload to the Site any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain encryption software. These assurances and commitments by you shall survive termination of this Agreement.
Linked Sites
For your convenience, certain hyperlinks may be provided on the Site which link to other Web sites that are not under the control of SpringCM. SpringCM does not sponsor or endorse such Web sites and is not responsible for the accuracy, content or any aspect thereof. SpringCM disclaims all liability for such Web sites, and for any use of the links to such Web sites or use of such Web sites themselves. We also disclaim all liability and make no representations or warranties for any products or services made available, sold or provided to you by any third party. Your use of other Web sites, and the offer or purchase of products or services on or through such other Web sites, is subject to the terms and conditions thereof. You agree that you will bring no suit or claim against SpringCM arising from or based on your use of, or the offer or purchase of products or services on or through, such other Web sites. Links do not imply that SpringCM is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in connection with or accessible through such links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of SpringCM or any of its affiliates.
Disclaimer
Although SpringCM strives to make this Site and the products and services provided through this Site helpful, reliable and current, you understand that your access to and use of the Site and all products and services available through it and SpringCM are at your own initiative and risk. It is your responsibility to take precautions to ensure that any information, software or data that you access, use, download or otherwise obtain on or through the Site and SpringCM are: (i) up-to-date, accurate, complete, reliable, and suitable to and appropriate for the purpose for which you, or your Company, may desire to use them; and (ii) free of viruses and other destructive routines. ALL MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS SITE AND THROUGH SPRINGCM ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR GUARANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED. SPRINGCM DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND INFRINGEMENT. SPRINGCM DOES NOT REPRESENT, WARRANT OR COVENANT THAT THIS SITE , PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS SITE AND THROUGH SPRINGCM ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU, OR YOUR COMPANY, MAY CHOOSE TO PUT THEM, OR THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE AND THE MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability
NEITHER SPRINGCM, ITS SUBSIDIARIES, CONTRACTORS, SUPPLIERS, CO-BRANDERS AND OTHER SIMILAR ENTITIES, NOR THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF ANY OF THE FOREGOING (ALL SUCH INDIVIDUALS AND ENTITIES AS LISTED HERETOFORE IN THIS SENTENCE, COLLECTIVELY, THE “SPRINGCM ASSOCIATES”), SHALL BE LIABLE TO YOU, YOUR COMPANY, OR ANY THIRD PARTY FOR ANY LOSS, COST, DAMAGE OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USE, NEGLIGENT USE OR NON-USE, OR YOUR RELIANCE ON OR FAILURE TO RELY ON THE SITE, THE CONTENT, PRODUCTS AND SERVICES ACCESSIBLE, ACCESSED OR USED ON OR THROUGH THE SITE OR SPRINGCM; (B) ANY DECISIONS MADE OR NOT MADE, OR ACTIONS TAKEN OR NOT TAKEN BY YOU, YOUR COMPANY, OR ANY THIRD PARTY WITH REGARD TO, IN RELIANCE ON, OR AS A RESULT OF, ACCESS AND USE OF THE SITE, THE CONTENT, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE AND SPRINGCM; (C) SPRINGCM’S PERFORMANCE OF OR FAILURE TO PERFORM ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR (D) YOUR PURCHASE AND USE OF ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES THROUGH SPRINGCM. UNDER NO CIRCUMSTANCES SHALL THE SPRINGCM ASSOCIATES BE LIABLE TO YOU, YOUR COMPANY OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION AND CLAIMS OF THIRD PARTIES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE USE, NEGLIGENT USE OR NON-USE OF PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE OR SPRINGCM, THE USE, COPYING OR DISPLAY OF THIS SITE OR THE CONTENT, TRANSMISSION OF INFORMATION TO OR FROM THE SITE OVER THE INTERNET, OR ANY OTHER CAUSE BEYOND THE CONTROL OF SPRINGCM), EVEN IF SPRINGCM WAS ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. IN A jurisdiction that does not allow the exclusion or limitation of liability for certain damages, the liability of THE SpringCM ASSOCIATES shall be limited in accordance with this Agreement to the fullest extent permitted by law. Without limiting any of the foregoing, if ANY OF THE SpringCM ASSOCIATES ARE found liable to you or any third party AS A RESULT OF any claims or OTHER matters arising under or in connection with this Agreement, THE SpringCM aSSOCIATES’ COLLECTIVE, aggregate and maximum liability for all such CLAIMS AND OTHER matters in any calendar year shall not exceed $100.
Indemnification
You agree to indemnify, defend and hold all of the SpringCM Associates harmless from and against all claims, demands, suits or other proceedings, and all resulting loss, damage, liability, cost and expense (including reasonable attorneys' fees), made by any third party due to or arising out of content, data or information you submit, post to or transmit through the Site, your access to and use, negligent use or non-use of the Content, the Site,, products and services available on or through the Site and SpringCM, your violation of this Agreement or your violation of any rights of another. We reserve, and you grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by you. All rights and duties of indemnification set forth herein shall survive termination of this Agreement.
Miscellaneous
This Agreement and the SpringCM Privacy Policy referenced herein (as each may be revised and amended from time to time according to their respective terms), together with any applicable, validly executed licenses or subscription agreements between you or your Company and SpringCM collectively constitute the entire agreement with respect to your access to and use of the Site and the materials, products and services available on or through the Site or SpringCM. Our electronically or otherwise properly stored copy of this Agreement shall be deemed to be the true, complete, valid, authentic and enforceable copy of this Agreement and you agree that you shall not contest the admissibility or enforceability of SpringCM’s copy of this Agreement in a court in connection with any proceeding arising out of this Agreement. This Agreement does not confer any rights, remedies or benefits upon any person other than you and SpringCM. SpringCM may assign its rights and duties under this Agreement at any time to any party without notice. You may not assign this Agreement without the prior written consent of SpringCM. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a proper legal authority, the validity and enforceability of the other provisions shall not be affected.
Jurisdiction
This Site was created and is presently maintained, located and controlled by SpringCM in the State of Illinois. This Agreement shall be governed by and construed under the law of the State of Illinois, without regard to conflicts of law principles or rules thereof. Any legal action arising out of or related to this Agreement and your access to and use of this Site must be commenced within one year after the cause of action arises. YOU AGREE AND UNDERSTAND THAT SPRINGCM AND YOU EACH WAIVE YOUR RESPECTIVE RIGHT TO A TRIAL BY JURY. SpringCM and you each agree to use your best efforts to settle any dispute or claim arising out of, or relating to, for resolution of any matters related to interpretation, construction or enforcement, or otherwise in connection with this Agreement, the SpringCM Privacy Policy referenced herein, or otherwise related to or in connection with your access to and use of this Site and the materials, products and services available on or through this Site or SpringCM. If SpringCM and you cannot reach a written settlement agreement within thirty (30) days of your initially raising the controversy or claim, SpringCM and you shall submit any controversy or claim arising out of, or relating to, this Agreement to binding arbitration in Chicago, Illinois administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
International Users and Export Control Laws
The Site can be accessed from countries around the world. SpringCM makes no representation that the Site, or the services and products available through it, are appropriate or available for use at other locations outside the United States, and access to the Site from territories where the Site or any of its services or products are illegal is prohibited. The export and re-export of software products are controlled by the United States Export Administration Regulations, and such software may not be exported or re-exported to Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any country to which the United States embargoes goods. In addition, SpringCM software may not be distributed to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.You acknowledge that you remain responsible at all times for your compliance with all applicable export and related statutes and regulations.
Government Users
The Site and its Content are each a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire access to the Site and its Content with only those rights set forth therein.
Questions Regarding Terms of Access
Please contact us with any questions regarding this Site or these Terms of Use by e-mail at [info@SpringCM.com] or by calling our customer service line at 888-362-2007.
Acknowledgement
YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE SPRINGCM PRIVACY POLICY REFERENCED HEREIN.
Revised 03/03/2009