||January 10, 2020
When we refer to “we” and “us”, we mean Spryng.io Anthrocomplexity LLC, any parent or subsidiary organizations, and Account Owners that control the information collected when you use our services on the Spryng.io platform (also called “service”, “product” or “platform” within this document).
By using the Spryng.io web site and services (“Site”or “Service”), or any services of Spryng.io, our affiliates, or our Spryng Professional Partner Program (collectively “Platform”, “Spryng” or “Spryng.io”), you are agreeing to be bound by the terms and conditions set forth below and that are also set forth within these additional documents when the scope of your interactions with our Platform implicate their applicability:
- GDPR Addendum
- User Agreement
- Spryng Marketplace Agreement
- Data Processing Agreement
- Data Subprocessors
- Payment and Escrow Agreement (Applicable only to Spryng Professional Subscribers and their Clients)
- Spryng Care Agreement (Applicable only to Spryng Care Subscribers)
- Spryng Professional Partner Program Agreement (Applicable only to Spryng Professional Subscribers and Spryng Professional Partners)
All of the terms contained in all of these documents shall collectively encompass the Spryng.io “Terms of Service.”
BY VISITING OUR SITE, REGISTERING FOR AN ACCOUNT TO USE THE SERVICES (“ACCOUNT”), USING SERVICES, OR BY CLICKING TO ACCEPT THESE TERMS OF SERVICE WHEN PROMPTED ON THE SITE, YOU ARE AGREEING TO ABIDE BY THIS AGREEMENT AND ALL THE OTHER TERMS OF SERVICE INCORPORATED BY REFERENCE.
Spryng reserves the right to update and change the Terms of Service from time to time without notice. Any new features that modify the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at: http://spryng.io/legal/
Our mission is to enable organizations to better understand the contexts in which they operate in order to improve the quality and effectiveness of actions they take to realize their own missions. To help advance our mission, we provide the Platform and Services described in the Terms of Service.
2. Important Definitions
This section is provided to introduce you to the definitions of special terms that are capitalized and appear throughout the Terms of Service. If terms listed below appear are also defined in other areas, then the separate definitions shall be deemed supplementary. In the case of conflicting meanings, however, the meaning set forth in the other documents shall govern. Similarly, capitalized terms not defined below shall have the meanings described in the specific documents in which they are used.
2.1 “Client” means the User or entity that has agreed to procure Work Product through a Service Agreement with a Spryng Professional Partner.
2.2 “Confidential Information” means any material or information provided to, or created by, a User to evaluate a proposed delivery of professional services or the suitability of another User for professional services, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of a Spryng Professional Partner or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
2.3 “Escrow Account” means any one of the type of Escrow Accounts that are established when Users create an Account with us or enter into a Service Agreement.
2.4 “Escrow Instructions” means the Escrow Instructions specified within a Payment and Escrow Agreement executed between Users. Service Agreements entered into through the Platform can contain two distinct elements: (i) the Work Product (defined below) of a Spryng Professional Partner, and / or (ii) the sale and purchase of Marketplace Products. Escrow Instructions generally relate to payments for the Work Product portion of a Service Agreement, which may or may not contain provisions for the release of partial payments based upon the successful delivery of identified milestones.
2.5 “including” as used throughout the Terms of Service means including without limitation.
2.6 “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
2.7 “Marketplace” or “Spryng Marketplace” means all Platform features that make relevant products and services available for download, use or purchase to Users, including private Service Agreements between Users.
2.8 “Other Products” means those products and services offered through the Platform and Marketplace, which are not included in the Subscription Service (defined below). Other Products include products and services published in the Spryng Marketplace developed by Spryng and / or Spryng Professional Partners other than you, any legacy sales products, implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
2.9 “Payment Method” means a valid credit card issued by a bank acceptable to Spryng, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Spryng may accept from time to time in our sole discretion.
2.10 “Service Agreement” means the contractual provisions between a Client and a Spryng Professional Partner governing the Spryng Professional Partner Work Product to be delivered by a Spryng Professional Partner to a Client.
2.11 “Spryng Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
2.12 “Spryng Products” means both the Subscription Service and Other Products.
2.13 “Spryng Professional Partners” includes any User under a Spryng Professional Subscription Plan.
2.14 “Subscription Service” means Spryng’s sense making and workflow management software that is subscribed to by Users, developed, operated, and maintained by us, and accessible via http://spryng.io or another designated URL, plus all add-on products and services for this software that it owns and offers for use.
2.15 “User Pool” means a grouping of potential respondents created and maintained under an account Subscription. User Pool membership is controlled within each subscription account, and members typically share some common characteristics based upon segmentation or category.
2.16 “Work Product” means any tangible or intangible results or deliverables that Spryng Professional Partners agree to create for, or actually deliver to, a Client as a result of performing professional services (which will typically be described with more particularity within a Service Agreement), including, but not limited to, configurations, design, analysis, training, and any intellectual property developed in connection therewith.
3. Eligibility & General Terms
3.1 GENERAL LIMITATIONS AND ASSUMED RISKS
3.1.1 NOT OFFERED FOR PERSONAL, HOUSEHOLD OR CONSUMER USE
Spryng offers the Services to commercial users only, which we generally describe as related to the operations of for-profit businesses, governmental entities, non-governmental organizations, other not-for-profit entities, and academic institutions. Spryng is not offered for personal, household, or consumer use.
To register for an Account or use the Services, you hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent organization (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, governmental or not for profit entity); (b) will use the Services for commercial, public good, or academic purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
3.1.2 LIMITATION OF LIABILITY
You expressly understand and agree that Spryng shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Spryng has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
3.1.3 SECURITY AND RISK OF USE
You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
3.2 GENERAL RESTRICTIONS
3.2.1 Accounts registered by “bots” or other automated methods is not permitted.
3.2.2 You must provide a valid email address, and any other information requested in order to complete the signup process.
3.2.3 Your login may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as your subscription plan allows.
3.2.4 One person or legal entity may not own or maintain more than two Spryng Forever (free) accounts. Spryng Forever accounts will also not be issued to e-mail domains that Spryng, in its sole discretion, deems unrelated to a business operation (for example, domains such as gmail.com, hotmail.com, and others).
3.2.5 You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including, but not limited to, patent, copyright or trademark laws).
3.3 GENERAL OBLIGATIONS
3.3.1 You are responsible for maintaining the security of your account and password. Spryng cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
3.3.2 You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account.
3.3.3 You are responsible for all content posted and activity that occurs under your account (even when content is posted by others who have accounts under your account).
4. Account & User Types
As described in this Section, there are a number of different types of Accounts and Users. You may be a User of our Platform without being an Account holder.
You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
4.1 ACCOUNT TYPES
4.1.1 FOREVER SPRYNG / TASTE OF SPRYNG
These are free, invitation-only, single-user plans that provide Users with limited access to basic Platform capabilities.
4.1.2 SPRYNG FORWARD
These are paid subscriptions to the Spryng Platform that provide Users with access to the full range of the Platform’s basic capabilities.
4.1.3 SPRYNG PROFESSIONAL
These are paid subscriptions to the Spryng Platform that provide Users with access to the full range of the Platform’s basic capabilities plus enhanced features relevant to professional practitioners who typically provide services to multiple organizations.
4.2 USER TYPES
4.2.1 COLLECTIONS RESPONDENTS
If a Platform Subscriber adds you to a User Panel they create under the Platform, or you respond to a Collection undertaken as part of a sensemaking Initiative managed by the Platform, then you are a User of the Platform in this capacity. The terms hereunder shall apply to you in addition to any separate terms and policies established by Collection owners.
As a Collection Respondent, you specifically agree that Spryng may capture your responses to sensemaking Initiatives managed under the Platform, and acknowledge your responses will be used for research purposes by the Owner of the Collections in which you participate. If you have participated in a Collection which does not anonymize the identity of its participants, you agree to receive communications in follow-up to your participation from the Collection owners or their representatives.
4.2.2 SPRYNG PROFESSIONAL PARTNER CLIENTS
[ RESERVED FOR FUTURE USE ]
4.2.3 COMMERCIAL ACCOUNT HOLDERS
[ RESERVED FOR FUTURE USE ]
4.2.4 GOVERNMENT & NON-PROFIT ACCOUNT HOLDERS
[ RESERVED FOR FUTURE USE ]
4.2.5 ACADEMIC ACCOUNT HOLDERS
[ RESERVED FOR FUTURE USE ]
5. Service Availability & Support
5.1 THIRD-PARTY ELEMENTS
You understand that Spryng uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
5.2 NO WARRANTIES
Spryng does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
5.3 PLATFORM SUPPORT – SPRYNG CARE
[ RESERVED FOR FUTURE USE ]
5.3.1 BASIC PLATFORM SUPPORT
Unless a User has purchased a premium support plan, technical support is only offered via email or our support website to Forever Spryng, Spryng Forward and Spryng Professional account users. In all cases, support is only available in English.
5.3.2 PREMIUM SUPPORT
[ RESERVED FOR FUTURE USE ]
6. Content Rights, Ownership & Copyright
6.1 SPRYNG CREATED CONTENT
6.2 OWNERSHIP OF CONTENT YOU CREATE; PERMISSION TO USE
You own the content you create and share on the Platform. We claim no intellectual property rights over the material you provide to the Service, and your profile and materials uploaded remain yours.
When you make content available to be viewed and / or used by others, you agree to allow others to view and / or use that information. Specifically, when you share, post, or upload content that may be covered by intellectual property rights (like articles, images, videos, and other things you may create), you grant us a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content (consistent with the Terms of Service).
6.3 RIGHT TO MONITOR AND REMOVE CONTENT
Spryng does not pre-screen content, but Spryng and its designees have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. This means we may remove content and Accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable, violates any party’s intellectual property or violates these Terms of Service.
6.4 THIRD PARTY CLAIMS
You shall defend Spryng against any claim, demand, suit or proceeding made or brought against Spryng by a third party alleging that Your content, or Your use of the Service in violation of this Agreement, infringes or mis-appropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Spryng for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Spryng in connection with any such claim, demand, suit or proceeding; provided, that Spryng (a) promptly gives You written notice of the claim, demand, suit or proceeding; (b) gives You sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that You may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Spryng of all liability); and (c) provides to You all reasonable assistance, at Your expense.
7. Acceptable Use Policies
While Spryng prohibits certain conduct and content on the Service, you understand and agree that Spryng cannot be responsible for the content posted on the Service and that you may be exposed to materials we prohibit. You agree to use the Service at your own risk.
If you are an Account holder, violation of any of the terms below will result in the termination of your Account.
7.1 You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Spryng, or any other Spryng service.
7.2 You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Spryng.
7.3 Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Spryng customer, employee, member, or officer will result in immediate account termination.
7.4 You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Spryng, or any other Spryng service.
7.5 You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Spryng or as may be permitted by your account type.
7.6 Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Spryng customer, employee, member, or officer will result in immediate account termination.
7.7 You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.
7.8 You must not transmit any worms or viruses or any code of a destructive nature.
7.9 If your bandwidth usage significantly exceeds the average bandwidth usage (as determined solely by Spryng) of other Spryng customers, we reserve the right to immediately disable your account or throttle your file hosting until you can reduce your bandwidth consumption.
8. API Terms
8.1 API ACCESS
Spryng may elect to expose an API (Application Program Interface) through which Users may access their Spryng account data. Any use of the API, including use of the API through a third-party product that accesses Spryng, is bound by the Terms of Service plus the following specific terms:
8.1.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT SPRYNG SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SPRYNG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR USE OF THE API OR THIRD-PARTY PRODUCTS THAT ACCESS DATA VIA THE API.
8.1.2 Abuse or excessively frequent requests to Spryng via the API may result in the temporary or permanent suspension of your account’s access to the API. Spryng, in its sole discretion, will determine abuse or excessive usage of the API. Spryng will make a reasonable attempt via email to warn the account owner prior to suspension.
8.1.3 Spryng reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.
9. Subscription, Upgrade / Downgrade Terms
9.1 SUBSCRIPTION TERMS AND PAYMENTS
9.1.1 Platform subscriptions are billed annually and are non-refundable. There will be no refunds or credits for partial months of service, downgrade refunds, or refunds for months unused with an open account.
9.1.2 All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, unless we specifically collect them as part of a transaction.
9.2 UPGRADES / DOWNGRADES
9.2.1 An upgrade from a free plan to any paying plan will result in an immediate charge to your organization’s payment method for an annual subscription.
9.2.2 For any upgrade in plan level to an existing paid subscription, your credit card will automatically be charged a prorated amount through the end of your original plan year.
9.2.3 Downgrading your Service may cause the loss of content, features, or capacity of your Account. Spryng does not accept any liability for such loss.
10. Cancellation and Termination
Spryng, in its sole discretion, has the right to suspend or terminate your account and / or refuse any and all current or future use of the Service, or any other Spryng service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account (Spryng will, however, within 30 days of termination provide you with downloads of any Collections data maintained in your account upon request). Spryng reserves the right to refuse service to anyone for any reason at any time.
11. Modifications to the Service and Prices
11.1 Spryng reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
11.2 Prices of all Services, including but not limited to subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the Spryng site (Spryng.io) or through the Platform.
11.3 Spryng shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
12. Dispute and Dispute Resolution
This section discusses your agreement with Spryng and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally. We both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as set forth below.
12.1 If a dispute arises between you and Spryng our Partners or any other affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Spryng, our Partners and Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Spryng (including without limitation any claimed employment with Spryng or one of our Affiliates or successors), the termination of your relationship with Spryng, or the Services (each, a “Claim”) in accordance with this Section (sometimes referred to as the “Arbitration Provision”).
12.2 Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Agreement, escrow payments or agreements, any payments or monies you claim are due to you from Spryng or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment, and all other federal or state legal claims arising out of or relating to your use of the Platform, your relationship with Spryng, or the termination of that relationship.
12.4 Before serving a demand for arbitration of a Claim, you and Spryng agree to first notify each other of the Claim. You agree to notify Spryng of the Claim at Attn: Legal, PO Box 680592, Marietta, Georgia 30068 or by email to firstname.lastname@example.org, and Spryng agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Spryng then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Spryng, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Spryng will have 45 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
12.5 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER
12.5.1 Unless otherwise agreed upon in writing, this Arbitration Provision applies to all Users.
12.5.2 In the unlikely event the parties are unable to resolve a Claim within 45 days of the receipt of the applicable Notice, you, Spryng, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
12.5.3 This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Spryng ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to the Terms of Service. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
12.5.4 Except as otherwise provided herein, arbitration will be conducted in Cobb County, Georgia, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
12.5.5 You and Spryng will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration involving employment-related claims, the Spryng Professional Partner will pay arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Spryng to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
12.5.6 This Arbitration Provision does not apply to litigation between Spryng and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section unless all parties to that arbitration consent in writing to that amendment.
12.5.7 This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
12.5.8 In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver of this Arbitration Provision set forth below is deemed to be unenforceable, you and Spryng agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
12.5.9 This Arbitration Provision affects your ability to participate in class or collective actions. Both you and Spryng agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”).
Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Spryng agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Spryng may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
12.6. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION.
You may opt out of the Arbitration Provision contained in this Section by notifying Spryng in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Spryng at Attn: Legal, PO Box 680592, Marietta, Georgia 30068, that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to email@example.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
12.6.1 If you do not opt out as provided in this Section, continuing your relationship with Spryng constitutes mutual acceptance of the terms of this Arbitration Provision by you and Spryng. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
12.6.2 This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver above is deemed to be unenforceable, you and Spryng agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
13. General Conditions
13.1 PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Platform is controlled and operated from our facilities in the United States.
13.2 CONSENT TO USE ELECTRONIC RECORDS
In connection with the Terms of Service, you may be entitled to receive certain records from Spryng or our Affiliates, such as contracts, notices, and communications, in writing. You agree to receive these records from us in an electronic form. Electronic notices will be delivered to your email address, which you used for registration purposes, as it may be subsequently changed by you by written notice to us. All communications in electronic format will be considered to be “in writing” and to have been received on the day that we send them. We reserve the right, but assume no obligation, to provide communications in paper format.
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
13.4 MODIFICATIONS; WAIVER
No modification or amendment to the Terms of Service will be binding upon Spryng unless in a written instrument signed by a duly authorized representative of Spryng or posted on the Site by Spryng. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
13.5 FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
13.6 WAIVER & CHOICE OF LAW
The failure of Spryng to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Spryng and govern your use of the Service, superseding any prior agreements between you and Spryng (including, but not limited to, any prior versions of the Terms of Service). You agree that these Terms of Service and Your use of the Service are governed under the laws of the state of Georgia in the United States of America.