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Terms of Service

Effective September 2013

Welcome to The Spring, created by Carrotmob Ventures, Inc. (“Carrotmob,” "we," "our," or "us"). By using or accessing our websites (including, but not limited to, jointhespring.com), platforms, applications, tools and related services (collectively, the "Services,") you acknowledge that you have read, understood, accept and agree to be bound by the most recent version of our Terms of Service. The following terms and conditions, including any future modifications to these Terms of Service, and all guidelines are collectively referred to herein as the "Terms of Service."

Use of the Services is also governed by our Privacy Policy, which is incorporated herein by reference. Your privacy is important to us. We designed our Privacy Policy to make important disclosures about how we collect and use your content and information and how you can use the Services to share such information with others. We encourage you to read our Privacy Policy carefully, and use it to help make informed decisions.

By creating an account (your “Account”) or accessing or using the Services you accept and agree to be bound by these Terms of Service and consent to the collection, use and storage of your information as outlined in our Privacy Policy.

Carrotmob reserves the right, at our sole discretion, to modify, revise, discontinue or terminate the Terms of Service at any time and without prior notice. If we modify the Terms of Service, we will post the modification on our website. By continuing to access or use the Services after we have posted a modification on our website you are indicating that you agree to be bound by any such modifications or revisions to the Terms of Service. If you do not agree with the modified or revised Terms of Service, your only recourse is to cease using the Services.

If you violate our Terms of Service, we may issue you a warning about the violation, or we may choose to immediately terminate or suspend any and all Accounts that you have established. You acknowledge that Carrotmob is not required to provide you notice before terminating or suspending your access to the Services, but we may, in our sole discretion, do so. Moreover, Carrotmob reserves the right to stop offering and/or supporting any or all of the Services at any time. In such event, Carrotmob shall not be required to provide refunds, benefits or other compensation to users.

Our Services may integrate with other services on a number of platforms provided by third parties. Please be aware that your activities on each of these platforms may be subject to additional terms of service for that platform.

ALL OF THE SERVICES ARE AVAILABLE ONLY FOR INDIVIDUALS AGED 13 YEARS OR OLDER, IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, THEN YOU AGREE TO REVIEW THESE TERMS AND CONDITIONS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THE TERMS OF SERVICE. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THE TERMS OF SERVICE ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN ENTERING INTO THE TERMS OF SERVICE FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD'S USE OF THE SERVICES, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.

Services

The Spring gives people the power to fund local community projects just by pooling together a small portion of our users’ everyday spending. For each purchase you make from a merchant in our network (a “Business Partner”) with a credit card registered with us (each such transaction, a “Matching Transaction”), we will estimate the subtotal you spent (not including tax, tip, or gratuity) and give 3% of the estimated subtotal to the projects described in our Services (the “Projects”), and will give you 3% cash back. If a Matching Transaction is returned or payment on it is cancelled, or if a Business Partner fails to give us the appropriate funds from your purchase, we will deduct the appropriate cash back amount from your balance and may deduct the appropriate amount from contributions to the Projects.

Authorization to Share Your Account and Payment Information with our Payment Partner

We use CardSpring, a third-party vendor, to track payments you make with Business Partners. By using the Services, you expressly authorize (i) CardSpring to access your transactions on the payment processor platform in order to determine Matched Transactions; (ii) the payment processor to exchange and process merchant data and your data with CardSpring; and (iii) CardSpring to exchange and process merchant and your data worldwide, internally or through a third party service provider, in each case as necessary to enable us to provide the Services.

Proprietary Rights

Subject to compliance with the Terms of Service, we are granting you a limited, non-exclusive, non-transferable, revocable limited license to access the Services. If you violate the Terms of Service, we reserve the right to terminate your license without notice.

The Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in the Terms of Service, Carrotmob and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

All trademarks, service marks, logos, trade names and any other proprietary designations of Carrotmob used herein are trademarks or registered trademarks of Carrotmob. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

User Content

You retain ownership rights to your "User Content," which is defined as any information post or other material you provide (directly or indirectly), through the use of our Services, in any public message board or through email. All User Content is the sole responsibility of the person from whom the User Content originated. Any of your User Content that, through the use of our Services or otherwise, you submit or make available for inclusion on publicly accessible areas of our Services is referred to as "Public Information." All other portions of your User Content are referred to as "Private Information." "Publicly accessible" areas of our Services include, but are not limited to, areas of our websites that are available to the general public or some or all of our users.

By transmitting or submitting any User Content while using the Services, you affirm, represent and warrant that such transmission or submission is (a) accurate and not confidential; (b) not in violation of any laws, contractual restrictions or other third party rights, and that you have permission from any third party whose personal information or intellectual property is comprised in the User Content; (c) free of viruses, adware, spyware, worms or other malicious code; and (d) you acknowledge and agree that any of your personal information within such content will at all times be processed by Carrotmob in accordance with its Privacy Policy.

You agree that Carrotmob will not under any circumstances be liable for any User Content, including, but not limited to, errors in any User Content, or any loss or damage incurred by use of the User Content. We do not claim ownership of your User Content. We will use your User Content only in accordance with our Privacy Policy. However, to enable us to use your Public Information and to ensure we do not violate any rights you may have in your Public Information, you grant to Carrotmob a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such Public Information. Except as otherwise provided in our Privacy Policy, we will not sell, rent or otherwise disclose any of your Private Information about you to any third party.

User Restrictions

We have the right, but not the obligation, to remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable, that violates any party's intellectual property, or that is detrimental to the quality or intended spirit of the Services. We also have the right, but not the obligation, to limit or revoke the use privileges of anyone who posts such content or engages in unacceptable behavior on or through the Services.

Examples of unacceptable content or behavior on the Services include, but are not limited to:

· abuse, harassment, threats, flaming or intimidation of any person or organization

· engaging in or contributing to any illegal activity or activity that violates others' rights

· use of derogatory, discriminatory or excessively graphic language

· providing information that is false, misleading or inaccurate

· hacking or modifying the Services to falsely imply an association with Carrotmob or the Services

· engaging in or contributing to any activity that maliciously degrades the Services

· implying or pretending to be affiliated with a company or organization with which you are not affiliated, or misrepresenting the extent of your affiliation or role with an affiliated company or organization

· disclosing personal login information, including, but not limited to passwords without the express permission of the individual or organization who provided it to you

· transmitting worms, viruses or harmful software

· sending spam, unsolicited mail, junk mail or chain letters

· disclosing personal or proprietary information of another user, person or organization

· altering the Service's user interface in a way that removes access to any part of the Service's functionality and/or inhibits access to or the display of advertisements

· collecting the users' content or information, or otherwise accessing the Services using automated means (such as harvesting bots, robots, spiders or scrapers) without our permission

· soliciting log in information or accessing the account of another user of the Services

· promoting, condoning, endorsing, distributing, publishing, or posting any material that solicits money, funds or people

· aiding in the use of the Services for purposes of advertisement or solicitation for commercial goods or services

· harassing, annoying, intimidating or threatening users of the Services or employees or agents of Carrotmob

· removing or altering, visually or not, any copyrights, trademarks, or proprietary marks and rights owned by us

· forging, manipulating or plagiarizing messages, communications, headers or identifiers to imply an association with us or the Services

· posting, publishing, displaying or transmitting in any way proprietary information, copyrighted material and trademarks not belonging to you, without the prior written consent of the owner of such rights

· posting User Content that advocates, endorses, condones or promotes harassment of others, or User Content that actively or indirectly harasses others

· posting User Content that is offensive and harmful, including but not limited to, User Content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or any group of individuals

· posting User Content that engages other users in promotional, commercial activities or sales without our prior written consent, such consent is required for, but not limited to sweepstakes, contests, pyramid schemes or advertising

· posting User Content that provides materials or access to materials that exploits people under the age of 18 in an abusive, violent or sexual manner

· posting User Content that solicits personal information or any information from anyone under the age of 18

· posting User Content that uses, promotes or links to an illegal or unauthorized copy of another person's copyrighted work or intellectual property

Unfortunately, we cannot control all content posted by third parties to the Services, and as a result, we do not guarantee the accuracy, integrity or quality of such content. You understand that by using the Services you may be exposed to content that you may find offensive, indecent, incorrect or objectionable, and you agree that under no circumstances will Carrotmob be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content. You understand that you must evaluate and bear all risks associated with the use of any content, including any reliance on the content, integrity, and accuracy of such content. If you would like to report objectionable materials, you may contact us at info@jointhespring.com.

Digital Millennium Copyright Act Notice

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through our Services, please notify our copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

2. Identification of the copyrighted work that you claim is being infringed;

3. Identification of the material that is claimed to be infringing and where it is located;

4. Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and e-mail address;

5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

Our Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:

copyright@jointhespring.com

or

Copyright Agent

Carrotmob Ventures, Inc.

22 Battery Street

Suite 1100

San Francisco, CA 94111

Social Media and Networking Sties

As part of the functionality of the Services, you may link your Account with online accounts you may have with third party service providers (each such account, a “Third Party Account”) by either: (i) providing your Third Party Account login information through the Services; or (ii) allowing the Services to access your Third Party Account , as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to the Services and/or grant the Services access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Carrotmob to pay any fees or making Carrotmob subject to any usage limitations imposed by such third party service providers. By granting the Services access to any Third Party Accounts, you understand that (i) the Services may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the “SNS Content”) so that it is available on and through the Services via your Account, including without limitation any friend lists, and (ii) the Services may submit and receive additional information to your Third Party Account to the extent you are notified when you link your Account with the Third Party Account. Unless otherwise specified in these Terms of Use, all SNS Content, if any, shall be considered to be User Submissions for all purposes of these Terms of Use. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your Account on the Services. Please note that if a Third Party Account or associated service becomes unavailable or the Services’ access to such Third Party Account is terminated by the third party service provider, then SNS Content may no longer be available on and through the Services. You will have the ability to disable the connection between your Account and your Third Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Carrotmob makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Carrotmob is not responsible for any SNS Content.

You acknowledge and agree that the Services may access your e-mail address book associated with a Third Party Account and your contacts list stored on your mobile device or tablet computer solely for the purposes of identifying and informing you of those contacts who have also registered to use the Services. At your request made via e-mail to privacy@jointhespring.com, we will deactivate the connection between our Services and your Third Party Account and delete any information stored on The Spring’s servers that was obtained through such Third Party Account, except the username and profile picture that become associated with your Account.

Third Party Sites / Links

Links to third party sites may from time to time appear within the Services. Any linked sites are not controlled by us and may collect data or solicit personal information from you. We are not responsible for such linked sites, their content, business practices, goods and services or privacy policies, or for the collection, use or disclosure of any information by those sites. We provide such linked sites only as a matter of convenience and the inclusion of any link does not imply an endorsement by us of such linked sites.

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Services. If there is a dispute between users and any third party, you understand and agree that we are under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Carrotmob, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or our service. If you are a California resident, you waive California Civil Code Section 1542, which says: "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."

Survival

Any and all provisions related to or regarding limitation of liability, disclaimers, and indemnification will survive any termination of the Terms of Service, any termination of your Account or any termination of your use of the Services.

Warranty Disclaimer

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CARROTMOB AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

CARROTMOB MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, OR (IV) THAT THE SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES ARE ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CARROTMOB OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF SERVICE.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CARROTMOB AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU 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 CARROTMOB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (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 SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify and hold harmless Carrotmob, its officers, directors, employees, agents and third parties, harmless for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of your connection to or use of the Services, including any breach by you of the Terms of Service and any claims arising from the content you submit, post, transmit or make available through the Services.

Governing Law

The Terms of Service, your rights and obligations, and all actions contemplated by the Terms of Service shall be governed by the laws of the California. As a condition of using the Services, you agree that any and all disputes and causes of action arising out of or connected with Carrotmob, shall be resolved through arbitration, with such arbitration to be held in San Francisco County, California.

Additionally, except where prohibited by law, as a condition of using the Services, you agree that any and all disputes and causes of action arising out of or connected to our Services shall be resolved individually, without resort to any form of class action. You also agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or related to the use of the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred. 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.

Integration and Severability

The Terms of Service is the entire agreement between you and Carrotmob with respect to the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Carrotmob with respect to the Services. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable. 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.

Assignment of Terms

You may not assign or transfer the Terms of Service, by operation of law or otherwise, without the prior written consent of Carrotmob. Any attempt by you to assign or transfer the Terms of Service, without such consent, will be null and of no effect. Carrotmob may assign or transfer the Terms of Service, in its sole discretion, without restriction. Subject to the foregoing, the Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications permitted to required hereunder, including those regarding modifications to the Terms of Service, will be in writing and given by posting to our website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Headings for Convenience Only

Headings are for convenience only and have no legal or contractual effect.

Contact

If you have any questions about the Terms of Service, please contact us at info@jointhespring.com.