1. Agreement to Conduct Transactions Electronically.
You understand and agree that all of your transactions, registration, credit card and gift certificate purchases, etc. with or through the Site may, at our option, be conducted electronically. You further agree that we may determine (from time to time) to provide all or any part of our services non-electronically, and that those services will still be governed by this Agreement unless you enter into a different agreement on a form provided by us. You agree that we may communicate with you through electronic (“email”) messages, and if you forget or lose your password, you agree that we may send it to you by email. You are always free to visit one of our Pennsylvania Real Estate Investment Trust mall locations to shop, if you do not wish to have your transactions with or through the Site conducted electronically. If this is the case, you should not enter into this Agreement and you should only access the non-registered, non-transactional areas of the Site.
In order to purchase mall gift certificates on this Site, you must provide complete and accurate personal information consisting of your name, address, telephone number, e-mail address, credit card information and shipping address. Your ability to purchase gift certificates is subject to limits established by Pennsylvania Real Estate Investment Trust or by your credit card issuer. The bank may bill your credit card at the time gift certificates are ordered, in its discretion. You must pay all amounts accrued in your account, including any shipping and handling charges, when due. Pennsylvania Real Estate Investment Trust may in its sole discretion decline service to or terminate any account. Pennsylvania Real Estate Investment Trust will not be responsible for, nor will they be held liable for any breaches in transaction security by any third party.
This web Site utilizes Secure Sockets Layer (SSL) encryption when ordering mall gift certificates, an advanced encryption technology that protects the information you send us against unauthorized access. This safeguard has helped to make shopping on the Internet significantly safer than using your credit card at a restaurant or department store.
2. License to Use the Site; Restrictions.
We hereby grant you a non-exclusive, personal, non-transferable, revocable license to use the Site in accordance with this Agreement; we reserve the right to suspend or revoke this license in our sole discretion without notice. You may download and print Content, including this Agreement, to your personal computing device solely for your own personal non-commercial use. "Content" means any data accessible on the Site, including without limitation text, images, video, graphics, audio files, software, and any combination thereof. You may not otherwise use, reproduce, alter, or modify Content in any way, nor may you transmit, distribute, or display Content to third parties. User may not alter, modify or change the Licensed Property in any way. We recommend that you download and print this Agreement for your records.
4. Protect Your Password.
You agree that you are responsible for maintaining the confidentiality of the password you choose at the time of registration (“Password”). To the extent permitted by law, you agree to be liable for all use of your Password on the Site, whether or not you actually authorized such use. Accordingly, you should not supply or allow access to your Password to anyone who is not authorized to take actions on your behalf. If you want to change your Password, you may do so at any time by accessing your account and selecting a new Password. It is recommended to change your Password on a regular basis.
6. No Payment for Submission of Comments, Ideas, and Other Information.
7. Links to Third-Party Web Sites.
As a convenience to you, the Site may provide links to other Internet web sites or banner advertisements that are not under our control (“Third-Party Web sites”).
The products on such Third Party Web sites are promoted and sold by the relevant third party and not by us. If you click on a link or banner ad for more information about a product offered by one of these Third-Party Web sites, a new browser window will open, and you will be transported to one of these Third-party Web sites and away from this Site. Your visit to these Third-Party Web sites, and any purchases you make from such web sites, are subject to the terms and conditions of such Third-Party Web sites, not the terms and conditions of this Site. Any links on the Site to Third-Party Web sites do not imply an endorsement of such sites by us, and no such Third-Party Web site is authorized to make any representation or warranty on our behalf.
8. NO WARRANTIES; AS IS.
THE SITE, INCLUDING WITHOUT LIMITATION ALL CONTENT AND SERVICES PROVIDED ON THE SITE, ARE PROVIDED TO YOU “AS IS” AND “WITH ALL FAULTS”, AND YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND THE PERFORMANCE OF THE SITE. WE HEREBY DISCLAIM AND YOU AGREE TO WAIVE ALL WARRANTIES OF ANY KIND WITH REGARD TO THE SITE OR ANY CONTENT OR SERVICES PROVIDED ON THE SITE, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE, INTERFERENCE WITH YOUR ENJOYMENT OF THE SITE OR AGAINST INFRINGEMENT. THERE IS NO WARRANTY THAT INFORMATION PROVIDED ON THE SITE, THE SITE ITSELF, OR OUR EFFORTS, WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. WE DO NOT GIVE ANY WARRANTIES OR UNDERTAKE ANY DUTIES WITH REGARD TO: THE AVAILABILITY OF THE SITE AT ANY PARTICULAR TIME, FUNCTIONALITY, TIMELINES OF SERVICES, ACCURACY OR CURRENCY OF CONTENT, LACK OF VIRUSES OR OTHERWISE.
9. NO INCIDENTAL, CONSEQUENTIAL, OR OTHER SPECIAL DAMAGES.
To the fullest extent permitted by law and regardless of the form or cause of action or the alleged basis of the claim, you agree that we will not be liable for any direct, incidental, consequential, indirect, punitive, special, or other damages whatsoever, including without limitation damages for loss of profits, business interruption, or loss of information, and the like, arising out of or relating to this Agreement, even if we have been advised of the possibility of such damages and even if the remedies otherwise provided under this agreement, at law, or in equity, fail of their essential purpose.
10. LIMITATION OF LIABILITY.
Under no circumstances shall Pennsylvania Real Estate Investment Trust be liable to User or any other person for any indirect, incidental, consequential, special or punitive damages for any matter arising from or relating to this Agreement, the service of the Internet generally, including, without limitation, User’s use or inability to use the service, any changes to or inaccessibility or the service, delay, failure, unauthorized access to or alteration of any transmission or data, any material or data sent or received or not sent or received, any transaction or agreement entered into through the service, or any data or material for a third person accessed on or through the service, whether such liability is asserted on the basis of contract, tort or otherwise. In no event shall Company’s total liability for direct damages exceed the total fees paid by User to Company hereunder. Some states prohibit the exclusion or limitation of incidental or consequential damages, thus this limitation of liability may not apply to User. If User is dissatisfied with the service, User’s sole and exclusive remedy shall be for User to discontinue use of the service and terminate this Agreement. In the event a court of competent jurisdiction determines that we are liable for Site-related damages of any kind, you agree that such damages shall not exceed Two Hundred Fifty Dollars (US$250).
11. Your Representations&Warranties.
User represents and warrants to Pennsylvania Real Estate Investment Trust that (a) User is over 18 years of age and has the power and authority to enter into and perform User’s obligations under this Agreement; (b) All registration and other information provided by User is truthful, accurate and complete, including User’s legal name, home address, e-mail address and telephone number; (c) User is the authorized signatory of any credit, debt or other charge card used to pay fees or charges at this site; (d) User shall comply with all terms and conditions of this Agreement, including, without limitations, the provisions of Section 12, Prohibited Uses and Section16, Indemnification.
12. Prohibited Uses.
User is solely responsible for any and all acts and omissions that occur under User’s account or password, and User agrees not to engage in unacceptable use of the Service, which includes, without limitation, use of the Service to: (a) disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial e-mail; (b) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (c) disseminate, store or transmit files, graphics, software or other materials that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (d) create a false identity or to otherwise attempt to mislead any person or Pennsylvania Real Estate Investment Trust as to the identity or origin of any communication; (e) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Service or any other computer network; (f) disseminate, store or transmit viruses, trojan horses or any other malicious code or program; or (g) engage in any other activity deemed by Pennsylvania Real Estate Investment Trust to be in conflict with the spirit or intent of this Agreement.
13. PENNSYLVANIA LAW GOVERNS; EXCLUSIVE CAMBRIA COUNTY JURISDICTION.
This Agreement will be governed and construed in accordance wit the laws of the State of Pennsylvania, U.S.A., without giving effect to the principles of its conflict of law provisions. The parties to this Agreement agree and consent to the jurisdiction of and venue in the state or federal courts in Cambria County, Pennsylvania, U.S.A. in all disputes arising out of or relating to this Agreement.
14. Claims of Copyright Infringement.
We rely on our users to bring copyright infringement to our attention. Anyone who believes that his or her work has been reproduced in such a way that constitutes copyright infringement may contact our Agent for Copyright Infringement. Claims of copyright infringement or other alleged violation of intellectual property rights and documentary proof thereof should be sent by registered or overnight mail to Pennsylvania Real Estate Investment Trust, Attention: General Counsel, 200 South Broad Street, The Bellevue, Third Floor, Philadelphia, Pennsylvania 19102. Claimant’s documentary proof must contain proof of claimant’s ownership rights, details of the alleged misuse of such property, contact information of such claimant and/or their legal representative, including full name, address, e-mail address (if available), telephone and fax numbers.
15. Severability; No Waiver; Entire Agreement.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the parties agree that the remaining provisions of the Agreement shall remain in full force and effect, provided that the allocation of risks described herein is given effect to the fullest extent possible. Our failure to act with respect to a breach by you or others does not constitute a waiver of our right to act with respect to subsequent or similar breaches. This Agreement, including any notices and disclosures in the Site, constitutes the entire agreement between you and us.
User agrees to indemnify, hold harmless and defend Pennsylvania Real Estate Investment Trust, its parent, affiliates, subsidiaries, shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person arising out of or relating to: (a) this Agreement; (b) User’s use of the Service, including any data or work transmitted or received by User; and any unacceptable use of the Service, including, without limitation, any statement, data or content made, transmitted or republished by User which is prohibited as unacceptable at Section 11.
This Agreement is effective upon User’s acceptance as set forth herein and shall continue in full force until terminated. All temporary usage licenses granted to User expire on termination. User may terminate this Agreement for any reason upon notice to Company. Company reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Service; (b) suspend User’s access to or use of all or any portion of the Service; and terminate this Agreement.
The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.
19. Force Majure.
If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, acts of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such excuses.
The terms and provisions of Sections 8 through 17, and 20 shall survive any termination or expiration of this Agreement. In addition, all payment obligations of User shall remain intact after expiration of termination of this Agreement.
I Accept | I Do Not Accept
SPRING MARKETPLACE TERMS OF SERVICE
Effective date: September 2, 2015
The following terms and conditions (the “Agreement”) govern your participation in the “Rewards Program” and use of the www.SpringRewards.com website, any other Spring Marketplace websites, mobile or other applications (the “Site”) and any other related products or services provided by Spring Marketplace, Inc. (“Spring Marketplace”) (taken together, the “Service”).
Subject to the terms and conditions of this Agreement, the Service is provdied solely for User’s own personal use. Spring Marketplace may change, suspend or discontinue the Service at any time, including the availability of any feature, function, content or benefit. Spring Marketplace may also impose limits on certain features and services or restrict User’s access to parts or all of the Service without notice or liability. Spring Marketplace reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Site, or by sending User a notice via email or postal mail. User shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Service following such notification constitutes User’s acceptance and agreement of the terms and conditions of this Agreement as modified.
Notwithstanding the foregoing, Spring Marketplace may change any of its products, services, offers or rewards at any time - with or without notice.
The Service is available only to individuals who are US residents and at least 16 (provided that, if User is located in a state in which 16 is under the age of majority, then User represents he/she has the legal consent of a legal guardian to enter this Agreement).
This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.
2. THE REWARDS PROGRAM.
The Rewards Program, which works across the Spring Marketplace network, including a variety of Participating Merchants and shopping centers, allows consumers to earn “Rewards” and receive “Offers” in connection with subscribing to the Service, taking certain qualified actions and / or using their payment accounts (such as credit card or debit card accounts etc.) (“Card Account”) to make purchases from merchants who participate in the Spring Marketplace network (“Participating Merchants”) or shopping centers who participate in the Spring Marketplace network (“Participating Shopping Centers”). User will only receive certain applicable Offers and Rewards to the extent certain qualifying conditions are satisfied, such as a User has reached a certain level of spend or transacted a required number of times with a Participating Merchant or Participating Shopping Center.
Each Offer, as applicable, is made respectively by the applicable Participating Merchant, Participating Shopping Center, or Spring Marketplace. User acknowledges and agrees that Spring Marketplace is not responsible for fulfilling or otherwise honoring any Offer not made by Spring Marketplace. Offers may be subject to additional terms of conditions provided by either the applicable Participating Merchant, Participating Shopping Center or Spring Marketplace.
Rewards earned by consumers will be provided by Participating Merchants, Participating Shopping Centers and/or Spring Marketplace. Rewards may include a variety of benefits such as points redeemable for goods or services, cash credits or discounts, status or access with Spring, Participating Merchants or Participating Shopping Centers, eligibility to receive prizes or awards or other benefits. Rewards and Offers may be subject to terms and conditions, including activation dates, expiration dates, time window conditions, spend amount or frequency conditions, location conditions, a cost to purchase and fees, unless prohibited by applicable law. Spring Marketplace reserves the right to (i) change the type of Offers and Rewards that it provides to User at any time (with or without notice), (ii) calculate rewards in any manner it deems appropriate (including, for example, what monetary conversion rate(s) to use), and (iii) limit the type and/or amount of the Rewards available to User. In general, Rewards or Offers may not be earned or redeemed for qualifying purchases at a Participating Merchant when using other coupons or discount cards or in combination with other discount programs. All account inquiries or disputes related to any Reward or Offer must be received by us within ninety (90) days of the qualifying purchase or User will forfeit his/her rights to that Offer or Reward. User is responsible for any tax and other governmental assessment in connection with User’s receipt of his/her Rewards or Offers. Spring Marketplace may report Rewards or Offers provided to you to relevant tax/governmental authorities.
To participate in the Rewards Program, you must become a registered member by (1) creating a Service account and (2) registering with the Service at least one valid Card Account (“Registered Card Accounts”). User may register more than one Card Account at any time. All information User provides during the registration process must be true, accurate and complete. User will keep all such information up-to-date. User will not provide any third party with access to User’s account and will be responsible to maintain the security of any passwords or other account log-in information.
To engage in the Rewards Program, Spring Marketplace needs to access User’s transaction related information (“Transaction Information”) from third party Card networks, providers, or processors, or transaction facilitators or point-of-sale-systems (such as, First Data®, TSYS®, Chase Paymentech®, Global Payments®, Vantiv®, Elavon®, Wells Fargo®, Chase®, Citibank®, Capital One®, Bank America®, US Bank®, Visa®, MasterCard®, American Express®, Discover®, Fiserve®, Yodlee® and/or others) (“Transaction Information Providers”). Transaction Information may include, but is not limited to, the merchant providing the purchased products or services, the dates and times of your purchase of products and services, the location of your purchases, the amount of your purchases and the items or services purchased using your Registered Card Account. BY REGISTERING OR SIGNING UP FOR THE SERVICE, USER EXPRESSLY AUTHORIZES SPRING MARKETPLACE (AND ITS SERVICE PROVIDERS) TO ACCESS YOUR TRANSACTION INFORMATION FROM THE TRANSACTION INFORMATION PROVIDERS AND USE THE TRANSACTION INFORMATION FOR THE PURPOSES CONTEMPLATED BY THIS AGREEMENT AND THE SERVICE. Spring Marketplace makes no effort to review the Transaction Information for accuracy, legality or noninfringement.
In addition, User hereby authorizes Spring Marketplace to issue Rewards Program cash credits for Rewards and Offers directly to User’s Registered Card Accounts when applicable.
User understands and agrees that the Service is not sponsored or endorsed by any Transaction Information Providers. As set forth in Section 10 and 11 below, the Transaction Information Providers make no warranties with respect to, and has no liability in connection with, the Rewards Program or this Agreement.
Special Notes for Visa Cardholders:
- By registering your Visa card to your Spring Marketplace account, you agree that Visa may perform the functions of the Transaction Information Provider as specified in these terms. Not all Visa cards are eligible for registration and not all transactions with your registered Visa card are tracked by Visa. Without limitation, Visa Corporate cards, Visa Purchasing cards, non-reloadable prepaid cards, government-administered prepaid cards (including EBT Visa cards), healthcare (including Health Savings Account (HSA) or Flexible Spending Account (FSA) Visa cards) or insurance prepaid cards, Visa Buxx, and Visa-branded cards whose transactions are not processed through the Visa U.S.A. payment system are not eligible to participate.
- Not all transactions made with your registered Visa payment card can be monitored by Visa for purposes of the Spring Marketplace program. Do not use a Personal Identification Number (PIN) when paying for your purchases with your Card if you want the transaction to be eligible for Rewards or Offer completion. You acknowledge that Visa may be unable to monitor every transaction made with your enrolled Visa card, including PIN-based purchases, purchases you initiate through identification technology that substitutes for a PIN, payments made through other payment methods (such as a digital wallet or a third party payment app, where you may choose your Visa card as a funding source but you do not present your card directly to the merchant), payments of existing balances, balance transfers, or transactions that are not processed or submitted through the Visa U.S.A. Inc. payment system, and that these transactions are not eligible.
5. OTHER PRODUCTS AND SERVICES.
Spring Marketplace may add other products and services at any time. Such other products and services shall be considered part of the Service and may be subject to additional or different terms and conditions.
6. SITE CONTENT.
User agrees that all content (e.g. text, forum postings) and materials (collectively, “Content”) delivered via the Service or otherwise made available by Spring Marketplace at the Site are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Spring Marketplace in writing, User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content. Reproducing, copying or distributing any content, materials or design elements on the Site for any other purpose is strictly prohibited without the express prior written permission of Spring Marketplace.
Use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited. Any rights not expressly granted herein are reserved.
User acknowledges and agrees that if User uses the Site to contribute Content to the Site, Spring Marketplace is hereby granted a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable right to fully exploit such Content (including all related intellectual property rights) and to allow others to do so. User warrants, represents and agrees that it will not contribute any Content that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise in violation of any law or right of any third party. Spring Marketplace reserves the right to remove any Content from the Site at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or in the event that Spring Marketplace is concerned that User may have breached the immediately preceding sentence), or for no reason at all.
User shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. Spring Marketplace reserves the right to bar any such activity.
User shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Spring Marketplace server, or to any of the services offered on or through the Service, by hacking, password “mining”, or any other illegitimate means.
User shall not probe, scan or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service. User shall not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Service, or any other customer of Spring Marketplace, including any Spring Marketplace account not owned by User, to its source, or exploit the Service or any service or information made available or offered by or through the Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than User’s own information, as provided for by the Service.
User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or Spring Marketplace’s systems or networks, or any systems or networks connected to the Service or to Spring Marketplace.
User shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person’s use of the Service.
User shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal User sends to Spring Marketplace on or through the Service. User shall not, in connection with the Service, pretend (e.g. through impersonation) that User is any other individual or entity.
User shall not use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement, or which infringes the rights of Spring Marketplace or others.
8. THIRD PARTY SITES.
The Site may permit User to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under Spring Marketplace’s control, and User acknowledges that Spring Marketplace is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Spring Marketplace. User further acknowledge and agree that Spring Marketplace shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, information, or services available on or through any such website or resource.
User is responsible for all of its activity in connection with the Service. User shall defend, indemnify, and hold harmless Spring Marketplace, the Transaction Information Providers, each of their affiliates and the employees, contractors, directors, suppliers and representatives of any of them from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from (i) User’s use or misuse of the Service; (ii) User’s access to any part of the Service, (iii) any Content User uploads or posts or otherwise contributes or transmits through or on the site; (iv) User’s gross negligence or willful misconduct, (v) User’s purchase, use, consumption of, or other engagement with, any Participating Merchant’s products, services, offers or rewards, and/or (vi) User’s violation of this Agreement.
10. WARRANTY DISCLAIMER.
THE SERVICE IS PROVIDED ON AN "AS IS" BASIS AND SPRING MARKETPLACE (ON BEHALF OF ITSELF AND ALL TRANSACTION INFORMATION PROVIDERS) HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SPRING MARKETPLACE MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE SERVICE WILL MEET USER’S REQUIREMENTS. USER ACKNOWLEDGES THAT SPRING MARKETPLACE IS NOT RESPONSIBLE FOR (I) ANY PRODUCTS OR SERVICES PROVIDED BY ANY PARTICIPATING MERCHANT, OR (II) ANY USER CONTENT (OF THE AFFECTS OF SUCH CONTENT ON USER). USER’S USE OF THE SERVICE IS SOLELY AT USER’S OWN RISK. SPRING MARKETPLACE DISCLAIMS ANY AND ALL WARRANTIES FOR THIRD PARTY GOODS AND SERVICES RECEIVED THROUGH, OR IN CONNECTION WITH, OR ADVERTISED ON, THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU INSOFAR AS THEY RELATE TO IMPLIED WARRANTIES.
11. LIMITATION OF LIABILITY.
IN NO EVENT SHALL SPRING MARKETPLACE, THE TRANSACTION INFORMATION PROVIDERS, OR ANY OF ITS OR THEIR AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE (OR ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICE): (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR INFORMATION OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF USER’S USE OF ANY CONTENT OR INFORMATION POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE AT OR THROUGH THE SERVICE, (IV) FOR ANY PARTICIPATING MERCHANT’S PRODUCTS, SERVICES, OFFERS, REWARDS OR ACTIVITIES, (V) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) US$100.00, OR (VI) FOR ANY DAMAGES RELATED TO ANY MATTERS BEYOND ITS REASONABLE CONTROL (SUCH AS ANY THIRD PARTY “HACKING”, ISP OUTAGES, ETC.). IN ADDITION, SPRING MARKETPLACE SHALL NOT BE LIABLE FOR ANY LOSS OR LIABILITY RESULTING, DIRECTLY OR INDIRECTLY, FROM USER’S INABILITY TO ACCESS OR OTHERWISE USE THE SITE (INCLUDING, WITHOUT LIMITATION, ANY DELAYS OR INTERRUPTIONS DUE TO ELECTRONIC OR MECHANICAL EQUIPMENT FAILURES, DENIAL OF SERVICE ATTACKS, DATE DATA PROCESSING FAILURES, TELECOMMUNICATIONS OR INTERNET PROBLEMS OR UTILITY FAILURES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Spring Marketplace may terminate this Agreement (and/or User’s access to all or any part of the Service) at any time, with or without cause, and with or without notice. User may terminate this Agreement at any time by selecting to terminate User’s participation in the Service via the User’s Service account page. Upon termination, User will no longer have any right to use the Service and may lose any benefits previously associated with the User’s account or profile on the Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers and limitations of liability.
13. EXPORT AND TRADE CONTROLS.
User agrees not to import, export, re-export, or transfer, directly or indirectly, any part of the Service or any information provided on or pursuant to the Service except in full compliance with all United States, foreign and other applicable laws and regulations.
15. DISPUTES WITH OTHER USERS (AND PARTICIPATING MERCHANTS OR SHOPPINGCENTERS).
User is solely responsible for his/her interactions with other Service users – including Participating Merchants or Participating Shopping Centers. Spring Marketplace reserves the right, but has no obligation, to monitor disputes between User and other Service users. If User has a dispute with one or more users of the Site or Service (such as dispute with any Participating Merchant regarding such merchants products, services, offers, rewards or activities), User shall and hereby does release Spring Marketplace, and all Transaction Information Providers, and its and their officers, directors, agents, subsidiaries, joint ventures and employees, from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If User is a California resident, User waives California Civil Code §1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." All applicable Transaction Information Providers are third party beneficiaries to this Section.
All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Spring Marketplace, or its Participating Merchants, or its other partner or content suppliers and protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of Spring Marketplace and protected by U.S. and international copyright laws. All software used on (or provided through) the Site is the property of Spring Marketplace or its software suppliers and protected by United States and international copyright laws.
17. ELECTRONIC COMMUNICATIONS.
By registering for the Service, User hereby consents to receive communications from us electronically. Spring Marketplace will communicate with User by e-mail or by posting notices on the Site or by SMS text message. User agrees that all agreements, notices, disclosures and other communications that Spring Marketplace provides to User electronically satisfy any legal requirement that such communications be in writing.
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Spring Marketplace shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Spring Marketplace’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Spring Marketplace’s prior written consent. Spring Marketplace may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof, and the parties submit to the exclusive jurisdiction and venue of the state and Federal courts located in San Francisco, California. Notwithstanding the foregoing sentence, (but without limiting either party’s right to seek injunctive or other equitable relief immediately, at any time, in any court of competent jurisdiction), any disputes arising with respect to this Agreement shall be settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”). The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, in which the arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place in San Francisco, California, using the English language. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Spring Marketplace in any respect whatsoever.
19. DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE
Spring Marketplace has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of Spring Marketplace’s Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this policy.
It is Spring Marketplace’s policy to (1) block access to or remove content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.
A. Procedure for Reporting Copyright Infringements:
If you believe that content residing on or accessible through the Service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
- Identification of works or materials being infringed;
- Identification of the content that is claimed to be infringing including information regarding the location of the content that the copyright owner seeks to have removed, with sufficient detail so that Spring Marketplace is capable of finding and verifying its existence;
- Contact information about the notifier including address, telephone number and, if available, e-mail address;
- A statement that the notifier has a good faith belief that the content is not authorized by the copyright owner, its agent, or the law; and
- A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:
It is Spring Marketplace’s policy:
- to remove or disable access to the infringing content;
- to notify the content provider, member or user that it has removed or disabled access to the content; and
- that repeat offenders will have the infringing content removed from the system and that Spring Marketplace will terminate such content provider’s, member’s or user’s access to the service.
C. Procedure to Supply a Counter-Notice to the Designated Agent:
If the content provider, member or user believes that the content that was removed or to which access was disabled is either not infringing, or the content provider, member or user believes that it has the right to post and use such content from the copyright owner, the copyright owner’s agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:
- A physical or electronic signature of the content provider, member or user;
- Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- A statement that the content provider, member or user has a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- Content provider’s, member’s or user’s name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s, member’s or user’s address is located, or if the Content provider’s, member’s or user’s address is located outside the United States, for any judicial district in which Spring Marketplace is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Designated Agent, Spring Marketplace’s may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Spring Marketplace’s discretion.
Please contact Spring Marketplace’s Designated Agent to Receive Notification of Claimed Infringement at the following address:
Designated Agent to Receive Notification of Claimed Infringement:
Attn: VP of Finance and Administration, 314 W. SUPERIOR ST., SUITE 600, CHICAGO, ILLINOIS