Welcome to SpringCM. 

These Terms of Use may be updated or amended by SpringCM from time to time, effective thirty (30) days after the posting of a revised version on this Site.  Your continued use of this Site following the effective date of a revised version of these Terms of Use will mean that you accept such revised version. 

SpringCM Privacy Policy

Information that you provide or that we collect about you through your access to and use of this Site is subject to our Privacy Policy, the terms of which are hereby incorporated into these Terms of Use by reference.  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.

Proprietary Content

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 therein by accessing or using the Site or the Content.  Such intellectual property and proprietary rights include, but are not limited to, patents, copyrights, trademarks, service marks, trade dress 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 in these Terms of Use or in the applicable SpringCM Master Subscription and Services Agreement in the event you are a customer of 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, and you agree not to reproduce, perform, create derivative works from, republish, upload, download, 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 the 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, lend, lease, license, resell, reverse engineer, decompile, disassemble, extract, or otherwise derive or attempt to derive the source code from, or defeat or attempt to defeat any security mechanism of, 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 – Notice and Procedure for Notification of Claimed Copyright Infringement Pursuant to 17 U.S.C. Sec. 512 of the U.S. Copyright Law (http://www.copyright.gov/title17/92chap5.html)

If you believe that your copyrighted work has been copied and is accessible on any network, service or product provided by SpringCM in a way that constitutes copyright infringement, you may notify us as described below.  This procedure and the following information is provided exclusively for this purpose.  Any other inquiries will not receive a response through this process.

Please note that your notification must be in writing and contain substantially the following information to be effective:

    •    A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
    •    Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
    •    Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit SpringCM to locate the material.
    •    Information reasonably sufficient to permit SpringCM to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
    •    A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
    •    A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Written notification must be submitted to SpringCM’s Designated Agent:

SpringCM Inc.
Attn:  Greg Buchholz, Copyright Agent
350 N. Orleans Street, Suite 900
Chicago, IL 60654
Telephone: (312) 881-2018
Facsimile: (312) 253--8215
E-mail: gbuchholz@springcm.com

Note:  By submitting your notification to SpringCM’s Designated Agent, you represent, under penalty of perjury, that the above information is accurate, that you are the copyright owner or are authorized to act on such person's behalf, and that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.  In addition, be advised that under U.S. Copyright law, 17 U.S.C. Sec. 512(f) [Misrepresentations], any person who knowingly materially misrepresents in the notification described above that material or activity is infringing shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, e.g., SpringCM, who is injured by such misrepresentation, as the result of the service provider relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material.

Upon receipt by SpringCM’s Designated Agent of the required notification containing the information as outlined in 1 through 6 above, SpringCM shall take reasonable steps to:

    •    Remove or disable access to the material that is alleged to be infringing;
    •    Forward the written notification to the alleged infringer (SpringCM subscriber);
    •    Promptly notify the SpringCM subscriber that SpringCM has removed or disabled access to the material.

Counter Notification:  If you are affected by the aforementioned notification of claimed infringement, you may provide a counter notification to SpringCM.  To be effective, a Counter Notification must be a written communication provided to SpringCM’s Designated Agent that includes substantially the following:

    •    A physical or electronic signature of the SpringCM subscriber.
    •    Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
    •    A statement under penalty of perjury that the SpringCM subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
    •    The SpringCM subscriber's name, address, and telephone number, and a statement that the SpringCM subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the SpringCM subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the SpringCM subscriber will accept service of process from the person who provided notification or an agent of such person.

Upon receipt of a Counter Notification from the affected SpringCM subscriber containing the information as outlined in 1 through 4 above, SpringCM shall:

    •    Promptly provide you (the complaining party) with a copy of the Counter Notification;
    •    Inform you that it will replace the removed material or cease disabling access to it within ten (10) business days;
    •    Replace the removed material and cease disabling access to it not less than ten (10), nor more than fourteen (14), business days following receipt of the Counter Notification, unless SpringCM’s Designated Agent first receives notice from you, the complaining party who initially submitted the notification described above, that an action has been filed by you or on your behalf seeking a court order to restrain the SpringCM subscriber from engaging in infringing activity relating to the material on SpringCM’s system or network.

Submissions

By submitting information and materials 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 information and 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 and without compensation to you; provided, however, that the rights granted to SpringCM in this paragraph shall not apply to any Customer Content, as defined in the applicable SpringCM Master Subscription and Services Agreement, if you are a Customer of SpringCM.

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 these Terms of Use. 

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, sponsored by 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

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 THESE TERMS OF USE, 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 THESE TERMS OF USE, 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 these Terms of Use 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 these Terms of Use, 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 these Terms of Use 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 these Terms of Use.

Miscellaneous

These Terms of Use 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, except that if you are a Customer of SpringCM, the SpringCM Master Subscription and Services Agreement shall control in the event of any conflict between that agreement and these Terms of Use.  Our electronically or otherwise properly stored copy of these Terms of Use shall be deemed to be the true, complete, valid, authentic and enforceable copy of these Terms of Use and you agree that you shall not contest the admissibility or enforceability of SpringCM’s copy of these Terms of Use in a court in connection with any proceeding arising out of these Terms of Use.   These Terms of Use does not confer any rights, remedies or benefits upon any person other than you and SpringCM.  SpringCM may assign its rights and duties under these Terms of Use at any time to any party without notice.  You may not assign these Terms of Use without the prior written consent of SpringCM.  These Terms of Use shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.  Should any provision of these Terms of Use 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.  These Terms of Use 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 these Terms of Use and your access to and use of this Site must be commenced within one year after the cause of action arises within either the state or federal courts located in Chicago, Illinois, which courts shall have exclusive jurisdiction over such matter.
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.  You acknowledge that you remain responsible at all times for your compliance with all applicable export and related statutes and regulations.

Questions Regarding Terms of Use

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.

Revised 03/20/2010