Terms and Conditions

You must ACCEPT the terms and conditions to proceed
Updated: March 28th, 2023

• Platform. During the Term, Springbig will provide the Platform and Services as described in Exhibit A in accordance with the terms and conditions of this Exhibit B.  Subject to compliance with this Agreement, Springbig grants to Customer a nonexclusive, personal and nontransferable license, during the Term set forth in Exhibit A to access and use the Platform for Customer’s own use and subject to any additional limitations set forth in Exhibit A.
  1. Restrictions. Customer may only use the Platform to process and manage its own documents, information, content, records, files, and data entered into, received, processed, or stored by or for Customer using the Platform (“Customer Data”).  Customer will not, in whole or in part, (a) copy the Platform or Documentation or distribute copies of the Platform or Documentation to any third party; (b) modify, adapt, translate, reverse engineer, make alterations, decompile, disassemble or make derivative works based on the Platform or Documentation except as otherwise permitted by law; (c) rent, loan, sub-license, lease, distribute or attempt to grant any rights to the Platform to third parties; or (d) use the Platform or Documentation to act as a service bureau or application provider, or to permit access to the Platform or Documentation of any kind to any third party. For the purposes of this Agreement, “Documentation” shall mean any on-line help files or written instruction manuals regarding the use of the Program provided to Customer by Springbig.
  2. Acceptable Use Policy. Customer’s use of the Platform and the Services is subject to the Springbig Acceptable Use Policy (the “AUP”) available at https://springbig.com/terms/ which may be amended from time to time by Springbig.
  3. Customer Hardware. Customer is responsible for providing all hardware and internet service necessary in order to access the Platform and the Services. 
• Warranties and Limitation of Liability.
  1. Representations and Warranties. Springbig warrants that it will provide the Platform and Services as detailed in this Agreement. Each party represents and warrants that: (i) it is duly organized, validly existing and in good standing under the laws of the place of its establishment or incorporation; (ii) it has full corporate power and authority to execute, deliver and perform its obligations under this Agreement; (iii) the person signing this Agreement on its behalf has been duly authorized to enter into this Agreement; and (iv) when executed and delivered by both parties, this Agreement will constitute the legal, valid and binding obligation of such party and be enforceable against it in accordance with its terms. 
  2. Disclaimer of Warranties. Except for the express warranties provided in this Agreement, each party disclaims all other warranties, representations or covenants, express or implied, statutory or other, with respect to the use of the Services, the Platform or otherwise regarding this Agreement. Without limiting the foregoing, Springbig specifically disclaims any warranty of merchantability, fitness for a particular purpose, warranties arising from course of dealing, usage or trade practice, or that the Platform or Services will be completely error free or operate without interruption.
  3. SMS/MMS Messaging. Customer acknowledges that Springbig delivers the SMS/MMS messages originated by the retailers to the applicable carriers but cannot and does not guarantee that carriers will ultimately deliver the SMS/MMS messages.  Certain messaging filters and carrier policies may prevent delivery to the intended recipient.  This non-delivery is outside of Springbig’s control and is not a breach of Springbig’s obligations under this Agreement.  Such messages are counted against Consumer Impression total .
  4. Limitation of Liability. Except as expressly provided in this Agreement, in no event will either party be liable under or in connection with this Agreement or its subject matter under any legal or equitable theory, for any special, consequential, incidental or indirect damages, any loss of profits or revenue, or any business interruption.  Except as described below, neither party’s liability to the other party for a claim arising out of this Agreement in tort, contract, or otherwise shall exceed all fees paid by Customer to Springbig during the six-month period immediately prior to the date of such claim.  The limitations of the preceding two sentences will not apply to any sums payable pursuant to either party’s indemnity obligations under this Agreement.  For clarity, nothing in this Section will limit Customer’s obligation to pay fees properly due and payable under this Agreement.
• 1. Definition. “Confidential Information” means all information disclosed (whether in oral, written, or other tangible or intangible form) by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) concerning or related to this Agreement that the Disclosing Party has designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
  2. Obligations. The parties acknowledge that the Services require disclosure by the Disclosing Party to the Receiving Party of certain of the Disclosing Party’s Confidential Information. With respect to Confidential Information of the Disclosing Party that is disclosed to the Receiving Party, the Receiving Party shall, subject to the exceptions stated herein: (a) maintain and protect the confidentiality of the information with the same care and measures to avoid unauthorized disclosure or access as the Receiving Party uses with its own Confidential Information, but in no event less than a reasonable standard of care; (b) use the information solely to carry out the purposes for which the information was disclosed; and limit access to the information to: (i) employees of the Receiving Party, or of its subsidiaries or affiliates, who have a need to know to facilitate, monitor or review the delivery, receipt or performance of the Services; (ii) employees of the Receiving Party’s suppliers, partners, merchants or distributors who have a need to know the information solely for the purpose of facilitating the performance, delivery or use of the Services; and (iii) the Receiving Party’s external attorneys and auditors. Any of the foregoing individuals to whom the Receiving Party discloses information must be under a legally binding obligation to maintain the confidentiality of the information.  The Receiving Party shall remain responsible to the Disclosing Party for acts or omissions of such individuals that if committed by the Receiving Party would constitute a violation of the Receiving Party’s confidentiality obligations hereunder.  Customer shall not disclose the terms and conditions of this Agreement, including without limitation, pricing, to any third party without Springbig’s prior written consent. 
  3. Exceptions. Confidential Information will not include information that: (a) is in or enters the public domain without breach of this Agreement through no fault of the Receiving Party; (b) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party; (c) was developed by the Receiving Party independently and without use of or reference to the Disclosing Party’s Confidential Information; or (d) the Receiving Party receives from a third-party without restriction on disclosure and without breach of a nondisclosure obligation. If Recipient becomes legally compelled to disclose any of the Confidential Information, the Recipient will provide the Disclosing Party with prompt written notice thereof in order that the Disclosing Party may seek a protective order or other appropriate remedy.  Disclosure of Confidential Information shall be permitted to the extent demanded by subpoena or other validly issued administrative or judicial process; provided that the Receiving Party shall promptly notify the Disclosing Party and tender to it, if it so elects, the defense of such demand.  If requested by the Disclosing Party, the Receiving Party shall cooperate (at the expense of the Disclosing Party) in the defense of the demand.
• Termination.
  1. Either Party may terminate this Agreement for cause upon thirty days prior written notice if the other party is in breach of any material provision of this Agreement herein not corrected within a thirty day cure period which begins once the written notice of breach is received by the breaching party.
  2. In addition, either party may immediately terminate this Agreement if the other party files a petition in bankruptcy, is adjudicated bankrupt or insolvent, or has a receiver or trustee in bankruptcy or insolvency appointed for its business.
  3. Springbig reserves the right to suspend access to the Platform or the Services if Customer has undisputed amounts more than ten days past due, until all such undisputed amounts are paid in full. Springbig also reserves the right to suspend Customer’s access to the Services or Platform if Springbig is required by law to suspend access to the Services or Platform or if Springbig reasonably determines that Customer or any of its representatives, employees, agents, or clients: (i) are using the Services or Platform in a way that disrupts or poses a security risk to the Services or Platform, may that harm Springbig’s systems or may that subject Springbig or any third party to liability; or (ii) are using the Platform for fraudulent or illegal activities.
  4. If Springbig terminates this Agreement pursuant to Section 4(a) then all unpaid fees due under the remainder of the Initial Term or any Renewal Term (as the case may be) will accelerate and become due and payable in full upon receipt of Springbig’s invoice.
• Intellectual Property Ownership.
  1. Platform. Springbig is and will remain the exclusive owner of all right, title and interest in and to the Platform, and all other specifications, manuals, programs, documentation, reports, systems, work product and/or other tangible or intangible material of any nature used, developed, provided or accessible to Customer in connection with this Agreement, including all intellectual property rights therein, together will all improvements and derivative works, including any improvements based on suggestions or feedback provided by Customer (the “Springbig Materials”).  Customer hereby acknowledges and agrees that the Springbig Materials, including without limitation, Sprinbig’s Confidential Information, constitute and contain valuable proprietary products and trade secrets of Springbig, embodying substantial creative efforts and confidential information, ideas, and expressions.
  2. Use Data. All Customer data collected from Customer’s use of the Platform is referred to as “Use Data”).  Springbig may analyze, aggregate, process and disseminate the Use Data in aggregated form without identifying Customer, Customer’s clients or any personally identifiable information.
  3. Feedback. To the extent that Springbig receives from Customer or any of its Authorized Users any suggestions, ideas, improvements, modifications, feedback, error identifications or other information related to the Platform or any other products or services (“Feedback”), Springbig may use, disclose and exploit such Feedback without restriction, including to improve the Services and to develop, market, offer, sell and provide other products and services.
• General Terms and Conditions.
1. Entire Agreement. This Agreement contains the entire understanding of Customer and Springbig and supersedes all prior understandings, whether written or oral, pertaining to the subject matter hereof.  Except for the AUP, this Agreement may only be amended, modified, changed, waived, or rescinded in by written instrument duly signed by authorized officers of both parties.  Without limiting the foregoing, any terms contained in Customer’s purchase orders or other similar documents are deemed to be for administrative convenience only and do not modify the terms of this Agreement.  Springbig reserves the right, to make changes to the Platform or the Services that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of Springbig’s services to its customers, (ii) the competitive strength of or market for Provider’s services or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable law, provided that no changes pursuant to section (a) above, materially reduce the usability, functionality, performance or purpose of the Service or the Platform.
2. Survival. Upon termination of this Agreement, the provisions of this Agreement concerning the ongoing interests of the parties shall continue and survive in full force and effect.  This Agreement may not be assigned by either party without the prior written approval of the other. Notwithstanding, either party may assign this Agreement without consent upon the sale of all or substantially all its assets, merger or reorganization.
3. Notices. Any notices required to be submitted under the terms of this Agreement may be submitted to the notice email set forth on page 1 or via first class mail, postage prepaid express courier or by other means, at the address which appears on page 1 of this Agreement and shall be effective upon actual receipt.
4. Governing Law. This Agreement shall be governed in accordance with the laws of the Province of Ontario without regard to the choice or conflicts of law provisions of any jurisdiction.  Each Party irrevocably agrees that any legal action or proceeding relating to this Agreement shall be exclusively brought in a court of competent jurisdiction in Toronto, Ontario, Canada.  In the event of a dispute under the Agreement, the prevailing party shall be reimbursed by the other party for all reasonable attorney fees and court costs.
5. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but which together shall constitute one in the same document.  Electronic signature and delivery by facsimile of an executed copy of this Agreement shall be deemed effective delivery and enforceable as if it were an original.
6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.  The parties are independent contractors.  No joint venture, partnership, employment, or agency relationship exists between Customer and Springbig as a result of this Agreement or use of the Service.
7. Non-Waiver. There are no third-party beneficiaries to this Agreement. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the other party in writing. 
8. Force Majeure. Springbig will not be liable to Customer for any failure to perform or delay in performance required under this Agreement due to acts of laws, including governmental bodies acting pursuant to law, acts of God, acts of the public enemy, wars, insurrections, riots, lightning, fires, floods, public health crises, civic disturbances, explosions, breakage or accidents to machinery, or any other cause not reasonably within the control of Springbig (each a “Force Majeure Event”).  Springbig will use its commercially reasonable efforts to remove the Force Majeure Event as quickly as possible.  If Springbig is unable, wholly or in part, by reason of the Force Majeure Event to carry out its obligations under this Agreement, Springbig will give written notice to Customer as soon as reasonably practicable and the obligations of Springbig and Customer, so far as such obligations are affected by such Force Majeure Event, will be suspended during the continuation of any inability on the part of Springbig to perform.