Springbot™ Services Agreement

PLEASE READ THIS SPRINGBOT SERVICES AGREEMENT (“AGREEMENT”) CAREFULLY. BY ACCEPTING THIS AGREEMENT OR USING THE SPRINGBOT SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT.

This Agreement is between NSB MARKETING Inc. (“Springbot”), and either the individual who agrees online to accept this Agreement or the company or other entity on whose behalf the individual is agreeing to accept this Agreement (“you” or “your”).

Springbot and you agree as follows:

1. Your Authority: If you're entering this agreement on behalf of a company or another entity, you confirm that you can legally commit that entity to these terms. The terms "you" or "your" will refer to that entity.
2. Services Provided by Springbot: Springbot offers the following services:
   1. Collecting details about visitors' identification and purchasing behavior on your e-commerce website (termed "Your Site").
   2. Using the provided information to extract more data about these visitors from public websites.
   3. Accumulating similar data from Springbot's other clients about their customers.
   4. Sourcing similar public data about the aforementioned customers.
   5. Sharing certain customer data with you and other Springbot users under specific conditions.
   6. Enabling you to communicate with your customers via our platform.
   7. Springbot also offers “Onsite Abandonment”, a service that:
      1. Uses your customer data to target potential new customers.
      2. Might necessitate agreeing to additional terms, found here.
      3. Requires granting Springbot a non-exclusive, royalty-free license to use certain provided information for the purpose of providing these services to you, and to use and to grant to other participants the right to use the provided information as part of their participation in the Onsite Abandonment program.
   8. To avail Springbot services, you'll need to fill out one or more order forms, detailing the services you need, associated costs, and information about "Your Site". Springbot commits to delivering these services as per this agreement's conditions.
3. Your Responsibilities Regarding Terms of Use and Privacy: You must modify the privacy policy and user terms on "Your Site" to ensure they align with this agreement and any relevant order form. You're free to use the provided information without any restrictions imposed by this agreement.
4. Use Limitations: 
   1. Use customer data solely for operating "Your Site" and enhancing your customers' shopping experience.
   2. You're forbidden from reselling or sharing this data with third parties.
   3. Don't modify our software, misuse interfaces, or try accessing data you haven't paid for.
   4. Ensure your use of our services abides by all legal regulations. You're solely accountable for confirming our services suit any legal requirements, including HIPAA, GLBA, etc.
   5. Abide by communication laws like CAN-SPAM.
   6. Refrain from sending spam, as described on the Spamhaus website, and from using acquired email lists.
   7. Adhere to our Acceptable Use Policy, which forms part of this agreement.
5. Reservation of Rights: While you can use the customer data, the underlying software and hardware remain Springbot's property. This agreement doesn't grant you any ownership or operating rights.
6. Agreement Duration: Unless your order states otherwise, this agreement starts when you accept these terms and continues until the "Term" concludes. The agreement auto-renews unless either party chooses to end it before the existing term's conclusion. Note: Subscription terms cannot be canceled prematurely.
7. Termination Conditions: Either party can end this agreement due to significant breaches or if the other party faces bankruptcy or similar financial complications.
8. Refund or Payment upon Termination: Find the detailed Refund Policy here. If you breach this agreement, you must settle any unpaid fees for the remaining term post-termination. Springbot doesn't offer refunds for unused monthly plans or due to compliance issues.
9. Terms that Survive Termination: Certain sections will remain effective post-termination, including sections 1, 3, 5, and from 8 to 22.
10. Payments:
    1. Service fees are to be paid in advance as per the order form. Fees might change, with prior notice from Springbot.
    2. You're responsible for all applicable taxes.
    3. Ensure your payment details remain updated. Payment obligations are non-cancelable and non-refundable, unless stated otherwise in this agreement.
    4. For more details on ending your services, refer to our Cancellation Policy.
11. Springbot’s Use of Customer Information: You expressly grant Springbot permission to utilize both the Provided Information and Customer Information to share with other Springbot customers and users. Springbot can disseminate Customer information that lacks sensitive personal identifiers. However, Springbot's rights under this clause are bound by relevant laws.
12. Limitations of Warranty: Understand that Springbot obtains Customer Information from external sources outside its control and cannot vouch for its absolute truth or accuracy. THE CUSTOMER INFORMATION AND SERVICES ARE OFFERED "AS IS" WITH NO WARRANTIES. Springbot denies all implied guarantees related to this information and services.
13. Proprietary Rights: All tools, methods, and intellectual properties employed by Springbot—ranging from code to software—are considered confidential to Springbot. Springbot or its third-party licensors retain ownership of these assets. You recognize that while accessing these services, your rights to Springbot Data are strictly defined by this agreement's terms.
14. Your Warranties: The person agreeing to these terms assures either personal adherence or the representation of a licensed entity with the entity's full consent. You affirm compliance with all legal requirements, especially in relation to communication and data collection. You pledge to maintain transparency with consumers regarding data usage, adhere to marketing standards, and to avoid using the data contrary to certain laws and regulations.
15. Limitation of Liability: Springbot's total liability linked to this agreement is capped at the cumulative fees paid by you in the past year. Springbot disclaims liability for indirect damages, including but not limited to lost profits or data.
16. Indemnification: You commit to safeguarding Springbot against any claims or losses that might arise from your usage of their services or any breaches of this agreement.
17. Confidentiality: The services and their documentation hold proprietary information of Springbot. You vow to protect this information with utmost care and return or destroy any confidential materials upon this agreement's conclusion.
18. Audit: You'll maintain transparent records related to your interactions with Springbot's services. Springbot reserves the right to review these records and rectify any discrepancies.
19. Force Majeure: Neither party is held responsible for unforeseen and uncontrollable events that may affect the agreement, except for payment obligations.
20. Notices: Direct all communications to Springbot via email at help@springbot.com.
21. Governing Law: This agreement is under the jurisdiction of Georgia's state laws.
22. Conflict Resolution: Any disagreements will be resolved through arbitration in Atlanta, Georgia. Decisions made will be final and legally binding.
23. Changes to Application, Features, and Pricing
    1. Updates and Changes: At "Springbot", we are continuously innovating to enhance our platform and provide our users with the best possible experience. As a result, we reserve the right to make changes, updates, or modifications to our application, its features, and our pricing structure at any time.
    2. Transparency and Communication: While we strive to keep our users informed of significant changes, users should note that we are not obligated to provide personal alerts or notifications for every update or modification. We commit to maintaining the most current information on our website and within our help center. We encourage users to regularly visit these resources for the latest updates.
    3. Customer Support: We take pride in our transparency and dedication to serving our customers. If users have questions, concerns, or seek clarity on any changes, they can reach out to our support team via email at help@springbot.com. Our team is always ready to assist and provide information as required.
    4. User's Responsibility: It remains the user's responsibility to review our Terms of Service and any amendments therein periodically. Continued use of our services after any changes or updates have been made will imply the user's acceptance of those changes.
    5. By using Springbot's services, you acknowledge and agree to this policy amendment and our right to make changes as deemed necessary for the betterment of our platform and user experience.
24. Miscellaneous: 
    1. Assignment and Binding Nature: Users are prohibited from transferring or assigning their rights and obligations under these Terms of Use without the prior written consent of Springbot. However, Springbot shall not unreasonably withhold its approval for such assignments. Any attempts to assign rights without this consent will be considered null and void. It is to be noted that these terms are binding not only to the signatories but also to their legitimate successors and those who have received approved assignments.
    2. Waivers and Modifications: Any decision to forgo rights under these terms, known as a waiver, must be documented in writing to be recognized as effective. Such waivers are not considered as ongoing unless specifically stipulated. Any changes, extensions, or waivers related to these terms must be written and duly signed by an authorized representative of the affected party to be deemed valid.
    3. Validity and Interpretation: In an event where certain provisions of these Terms of Use are found to be unenforceable or invalid, this will not compromise the validity and enforceability of the remaining clauses. Section titles or headings are provided for convenience and shall not dictate the interpretation of the respective sections. If judicial interpretation becomes necessary, it is mutually agreed that the court should not presume stricter terms against one party over another.
    4. Nature of Relationship: The relationship established by these Terms of Use does not constitute a partnership between the parties involved. Moreover, neither party is authorized to act on behalf of the other, nor to bind the other to any contract or liability.
    5. Entire Agreement: Excluding specific financial commitments, these Terms of Use represent the entire agreement between the parties on the covered subject matter. They supersede any prior oral or written understandings or agreements about the same subject.