Terms and Conditions
You must ACCEPT these terms and conditions to proceed with using the Springbig platform and services.
1. Access to and Use of the Services
a) Provision of the Services — Springbig will make the Services available to you in accordance with your signed contract, provided support documentation and any applicable Signed Contract Amendments. The services will comply with the Springbig security overview. We will provide the Services in accordance with laws applicable to Springbig's provision of the Services to its customers generally (i.e. without regard for your particular use of the Services), and subject to your use of the Services in accordance with your contract, these Terms, the Documentation and any applicable Order Form.
b) You may use the Services, on a non-exclusive basis, solely (i) in connection with and as necessary for your activities pursuant to these Terms; and (ii) allow your employees to use the Services pursuant to this Section.
c) Your use of these services is additionally subject to the Agreement executed between Springbig and You.
2. Customer Data
a) "Customer Data" consists of data and other information made available to us by or for you through the use of the Services under these Terms. These data may include, without limitation, some or all of customers' names, phone numbers, email address, birthday, number and dates of purchases with details.
b) The ownership of its data shall remain with Client. Springbig will provide Merchant, upon Merchant's request a copy of its data, as available at the time of the request, provided that your account is in good standing. Springbig may, at our discretion, analyze, aggregate, process and disseminate this data in aggregated form without identifying You, your Customers and/or any PII data, with or without collecting fees for the above.
c) Except as agreed mutually in writing, data storage is not guaranteed by us and you agree that we will not have any liability whatsoever for any damage, liabilities, losses, or any other consequences that you may incur relating to the loss or deletion of Customer Data.
d) You further acknowledge and agree that we may access or disclose Customer Data, including the content of communications stored on our systems, if: (i) we believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process or government request; (ii) to enforce our agreements and policies; (iii) to protect the security or integrity of our services and products; (iv) to protect ourselves, our other customers, or the public from harm or illegal activities; or (v) to respond to an emergency which we believe in good faith requires us to disclose data to assist in preventing a death or serious bodily injury.
3. Customer Responsibilities, Restrictions and Requirements
We are excited about your use of Springbig Services. But you should know you and your employees have a number of responsibilities you must carry out, and there are some restrictions on what you can do with them and requirements that you must follow if you use the Services.
a) Your Responsibilities
You will:
- be solely responsible for all use (whether or not authorized) of the Services and Documentation under your account, including for the quality and integrity of Customer Data and each Customer Application;
- use Services only in accordance with this Agreement, the Acceptable Use Policy, Documentation, Contract, Order Forms or other applicable terms relating to the use of the Services, and applicable laws;
- be solely responsible for all acts, omissions and activities of your End Users, including their compliance with the Contract, these Terms, Documentation, the Acceptable Use Policy, and any Order Forms or other terms of sales of the Services;
- do your best to prevent unauthorized access to or use of the Services and notify Springbig promptly of any such unauthorized access or use;
- provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers; and
- comply with the representations and warranties you make in Section 6 (Representations and Warranties) below.
b) Services Usage Restrictions
With regard to the Services, you agree that:
- except to make the Services available to your employees in connection with the use of each Customer Application as permitted herein, you will not transfer, resell, lease, license or otherwise make available the Services to third parties or offer them on a standalone basis;
- you will ensure that the Services are used in accordance with all applicable law and third party rights, as well as these Terms and our Acceptable Use Policy, as amended from time to time;
- you will ensure that we are entitled to use your Customer Data, as needed to provide the Services;
- you will not use the Services in any manner that violates any applicable law;
- you will not use the Services to create, train, or improve (directly or indirectly) a substantially similar product or service, including any other machine translation engine;
- you will not create multiple Customer Applications or Service accounts to simulate or act as a single Customer Application or Service account (respectively) or otherwise access the Service in a manner intended to avoid incurring fees;
- except as allowed by applicable law, you will not reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist anyone else to create or derive the source code of any software provided in connection with the Services.
c) Springbig as Service Provider Only, with You as Initiator of All Communications
You understand and agree that under your Contract, the Documentation and any applicable Order Forms, Springbig's role is the provider of Services for your use, and as such: (i) Springbig does not originate, send, or deliver any communications to any recipient via SMS, MMS or email; (ii) Springbig's role is limited to a technology platform communication service provider only; (iii) all communications, whether, without limitation, SMS, MMS or email, are created by and initiated by You, including communications regarding promotions, whether generated by you or sent automatically via the auto-connect/auto-campaign service configured by you, or generated by your customers' purchase activity or as a response to your customers' inbound messaging; (iv) Springbig as your communications service provider will "opt out" any customer of yours from receiving future email, SMS and MMS messages provided that said customer has followed the provided instructions within the SMS/MMS Message or Email they have received that outlines how to properly request being opted out of receiving future messages. You understand and acknowledge that any customer data provided to Springbig via whatever means, including without limitation, by inbound text, data imports, tablet sign-ins, API calls or manual entry, only includes those customers who have explicitly opted into your Loyalty / Communications program and have explicitly agreed to receive your communications, including without limitation SMS, MMS and email.
4. Changes to the Services
The features and functions of the Services, including core services and the Springbig API may change over time. It is your responsibility to ensure that calls or requests you make to the Services are compatible with our then-current Services. Although we try to avoid making changes to the Services that are not backwards compatible, if any such changes become necessary, we will use reasonable efforts to let you know at least sixty (60) days prior to implementing those changes.
5. Representations and Warranties; Warranty Disclaimer
a) Springbig makes no representations or warranties with respect to recording or monitoring of SMS or MMS messages, email or other communications.
b) The origination and content of these communications is entirely your responsibility.
c) You acknowledge that these representations, warranties, and obligations are essential to our ability to provide you with access to our Services, and you further agree to indemnify us and our affiliates in accordance with the terms of your signed agreement with Springbig for claims arising out of or related to your acts or omissions in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email or other communications using the Services.
6. Acceptable Use Policy — Prohibited Uses
You agree not to use, and not to encourage or allow any employee to use, the Springbig Services in the following prohibited ways:
- Using the Services in a manner that is or otherwise encourages (i) any illegal, fraudulent, or abusive activities or (ii) materially interfering with the business or activities of Springbig or harms other Springbig customers.
- Attempting to bypass or break any security mechanism on any of the Services or using the Services in any other manner that poses a material security or service risk to Springbig or any of its other customers.
- Reverse-engineering the Services in order to find limitations, vulnerabilities, or evade filtering capabilities.
- Launching or facilitating, whether intentionally or unintentionally, a denial of service attack on any of the Services or any other conduct that materially and adversely impacts the availability, reliability, or stability of the Services.
- Transmitting any material, data, or content that contains viruses, Trojan horses, spyware, worms or any other malicious, harmful, or deleterious programs.
- Violating or facilitating the violation of any applicable laws or regulations of any applicable jurisdiction, including, without limitation: applicable laws or regulations related to the transmission of data and recording or monitoring of phone calls and other forms of communication; applicable laws or regulations that prohibit engaging in any unsolicited advertising, marketing, or transmission of communications; applicable anti-spam laws or regulations such as the CAN SPAM Act of 2003, the Telephone Consumer Protection Act, and the Do-Not-Call Implementation Act; or applicable data protection or privacy laws, regulations, or legislation.
- Using the Services in connection with unsolicited, unwanted, or harassing communications (commercial or otherwise), including, but not limited to, phone calls, SMS or MMS messages, chat, voice mail, video, email, or faxes.
- Using the Services to harvest or otherwise collect information about individuals, including email addresses or phone numbers, without their explicit consent or under false pretenses.
- Using the Services to receive, send or otherwise process Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 as amended, unless Customer has signed a Business Associate Agreement with Springbig or Customer's use of the Services fits within the "conduit" or some other exception for requiring a Business Associate Agreement.
- Using the Springbig Services to record or monitor a phone call or other communication without securing consent from the participants to the phone call or other communication as required under applicable law (including, as applicable, California's Invasion of Privacy Act and similar laws in other jurisdictions).
- Using the Services in a manner that generates inquiries from a law enforcement, government, or regulatory agency or triggers such an agency to request the suspension of the Services to Customer and/or Customer's phone numbers.
- Using the Services to transmit any material, data, or content that infringes the intellectual property rights or other rights of third parties.
- Using the Services to transmit any material or content that is, facilitates, or encourages libelous, defamatory, discriminatory, or otherwise malicious or harmful speech or acts to any person or entity.
- Creating a false identity or forged email address or header, or phone number, or otherwise attempting to mislead others as to the identity of the sender or the origin of a message, email, or phone call.
- Using the Springbig Services in any manner that causes a telecommunications provider to complain about such use to Springbig or materially violates industry standards and applicable guidelines published by the CTIA (Cellular Telecommunications Industry Association), the Mobile Marketing Association, or any other generally recognized industry associations; and telecommunications provider guidelines and usage requirements as communicated in writing by Springbig to Customer.
- Using the Springbig Services to transmit any material or content that is offensive, inappropriate, pornographic, obscene, illegal, or otherwise objectionable to any person or entity.
- Using the Services in a way that violates generally recognized industry guidelines, including without limitation: using non-permission based email lists; using purchased or rented email lists; using third party email addresses, domain names, or mail servers without proper permission; sending emails to non-specific addresses; sending emails that result in an unacceptable number of spam or unsolicited commercial email complaints; disguising the origin or subject matter of any email; and including "junk mail," "chain letters," "pyramid schemes," incentives or other material in any email that encourages a recipient to forward the email to another recipient.
7. Changes to Terms and Conditions
Changes may be made to these Terms from time to time. If you do not accept these Terms, do not use the Application or make any Services available to your customers. If, at any future point in time, you no longer agree with the Terms, you must stop using our Services. Notwithstanding the foregoing, your continued use of the Applications or provision of the Services to your customers will be deemed acceptance to amended or updated Terms. As such, you should check frequently to see if we have updated these Terms.
Exhibit B — Terms and Conditions Continued
Platform
During the Term, Springbig will provide the Platform and Services as described in Exhibit A in accordance with the terms and conditions of this Exhibit B. Subject to compliance with this Agreement, Springbig grants to Customer a nonexclusive, personal and nontransferable license, during the Term set forth in Exhibit A to access and use the Platform for Customer's own use and subject to any additional limitations set forth in Exhibit A.
Warranties and Limitation of Liability
Springbig warrants that it will provide the Platform and Services as detailed in this Agreement. Each party represents and warrants that: (i) it is duly organized, validly existing and in good standing under the laws of the place of its establishment or incorporation; (ii) it has full corporate power and authority to execute, deliver and perform its obligations under this Agreement; (iii) the person signing this Agreement on its behalf has been duly authorized to enter into this Agreement; and (iv) when executed and delivered by both parties, this Agreement will constitute the legal, valid and binding obligation of such party and be enforceable against it in accordance with its terms.
Disclaimer of Warranties. Except for the express warranties provided in this Agreement, each party disclaims all other warranties, representations or covenants, express or implied, statutory or other, with respect to the use of the Services, the Platform or otherwise regarding this Agreement.
SMS/MMS Messaging. Customer acknowledges that Springbig delivers the SMS/MMS messages to the applicable carriers but cannot and does not guarantee that carriers will ultimately deliver the SMS/MMS messages. Certain messaging filters and carrier policies may prevent delivery to the intended recipient. This non-delivery is outside of Springbig's control and is not a breach of Springbig's obligations under this Agreement. Such messages are counted against Customer's message credit total.
Limitation of Liability. Except as expressly provided in this Agreement, in no event will either party be liable under or in connection with this Agreement or its subject matter under any legal or equitable theory, for any special, consequential, incidental or indirect damages, any loss of profits or revenue, or any business interruption. Except as described below, neither party's liability to the other party for a claim arising out of this Agreement in tort, contract, or otherwise shall exceed all fees paid by Customer to Springbig during the six-month period immediately prior to the date of such claim.
Compliance with Laws
Customer and Springbig acknowledge and agree that (i) the use, possession, cultivation, manufacture, transportation, purchase and sale of cannabis is federally illegal ("Conflicting Federal Laws"), (ii) the federal laws and certain states' laws regarding the use, possession, cultivation, transportation, manufacture and furnishing of cannabis (the "Industry") are in conflict; (iii) engaging in the lawful conduct of business operations in the Industry under state law may risk violation of federal law; and (iv) such inherent risks are assumed by each party, and each party has elected to execute and its obligations under this Agreement despite such risks and waives any defense to enforcement of the Agreement based on cannabis being federally illegal.
Governing Law
This Agreement shall be governed in accordance with the laws of the state of Florida without regard to the choice or conflicts of law provisions of any jurisdiction. Each Party irrevocably agrees that any legal action or proceeding relating to this Agreement shall be exclusively brought in a court of competent jurisdiction in Palm Beach County Florida.