User Agreement

Your use of SpringMicro Services is subject to the terms and conditions set forth in these SpringMicro Terms of Service (the “Agreement”). This Agreement explains (i) what’s allowed when using our Services; (ii) the rights you have as a user of our Services; (iii) the rights SpringMicro has if you do something which is not allowed when using our Services; and (iv) many other important terms. This Agreement is a legal contract between you and SpringMicro and it is important that you read it carefully. If there is anything you do not understand in this Agreement, please contact us.

Summary and Quick Links

Eligibility, Registration and Account Security 

This section describes the eligibility criteria we require from all of our users. When you register to use our Services (as defined below), we need to make sure that you are able to legally contract with SpringMicro.

HIPAA Disclaimer

SpringMicro Services do not comply with the U.S. Health Insurance Portability and Accountability Act (“HIPAA”). This section describes our policy on HIPAA in more detail.

Subscriber’s Responsibilities

All Subscribers are required to comply with applicable law and have certain obligations with respect to their use of SpringMicro Services. For example, you are required to keep a backup of your data, promptly remove any malware from your account, and cooperate with SpringMicro and utilize hardware and software that is compatible with the Services.

Payment

SpringMicro offers a great range of Services to suit everyone’s needs and at prices to suit everyone’s pockets. The fees you pay are based on the plan you choose and any add-on products you purchase. All payments are taken, in advance, for the full term of your plan.

Term and Automatic Renewal

To ensure uninterrupted service, SpringMicro Services will automatically renew on your renewal date. This section explains this process in more detail.

Termination and Non-Payment

SpringMicro offers hosting plans for a fixed period of time that you select upon purchase (e.g., 1 year, 2 year, etc.). Even though we do not want you to, we know that one day you might want to leave SpringMicro. The instructions to cancel or disable automatic renewal can be found here.

Refund Policy

This section describes SpringMicro’s 30-Day Money-Back Guarantee. If you purchase an account with a thirty (30) day money-back guarantee and cancel during the first thirty (30) days of your term, you may receive a full refund of all basic hosting fees paid.

Resource Usage

Customers are required to utilize server resources in an efficient and responsible manner. Excessive use of server CPU and memory resources by a customer can interfere with or prevent normal service performance for other customers. Additional information about our policy on CPU, Bandwidth and Disk Usage can be found here.

Governing Law and Arbitration

The governing law and jurisdiction provision as set forth in Section 26(a) shall apply to all Subscribers. For Subscribers who purchased or signed up for SpringMicro Services after April 1, 2017, the arbitration clause in Section 26(b) shall also apply.

This Agreement is an agreement between SpringMicro Inc. (“us,” “we,” or “SpringMicro”) and you ("Subscriber" or "you" and "your"). This Agreement sets forth the general terms and conditions of your use of the products and services made available by SpringMicro and through the SpringMicro website (collectively, the "Services"). By using the Services, you agree to be bound by this Agreement. Please read this Agreement carefully.

We may in our sole discretion change or modify this Agreement at any time. We will post a notice of any significant changes to this Agreement on the SpringMicro website for at least thirty (30) days after the changes are posted and will indicate at the bottom of this Agreement the date these terms were last revised. Any changes or modifications to this Agreement shall be effective and binding on you as of the date indicated in a notice posted on this page. If no date is specified, your use of the Services after such changes or modifications shall constitute your acceptance of the Agreement as modified. If you do not agree to abide by this Agreement, you are not authorized to use or access the Services and your sole remedy is to cancel your account.


  • Termination and Non-Payment.

    • Failure to Pay. If you fail to pay the fees due for the Services, we may suspend or terminate your Services and pursue any collection costs incurred by SpringMicro, including without limitation, any arbitration and legal fees and SpringMicro's reasonable attorneys' fees. If any check is returned for insufficient funds, SpringMicro may impose a minimum processing charge of $25.00 plus any applicable taxes. Accounts will not be reactivated until all outstanding amounts are paid. We are not responsible for any deleted or lost Subscriber Content that results from any suspension or termination of the Services. 

      • Dedicated servers: If you make a late payment we do not automatically reactivate the dedicated servers. Contact SpringMicro’s billing department to discuss options to reactivate the dedicated server.

    • Termination Procedure. You may terminate the Services you purchased at any time during the Term by giving SpringMicro notice by phone at (888) 401-4678 or online chat. The cancellation request is subject to verification of ownership of the account and/or domain, as determined in SpringMicro's sole discretion. In the event of such cancellation, you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation subject to the terms of the thirty (30) day money-back guarantee if applicable. After the account is canceled, all Subscriber Content will be permanently removed from the server. Please make a backup of all Subscriber Content before you contact SpringMicro to cancel your account.

    • Termination by SpringMicro. SpringMicro may terminate your access to the Services, in whole or in part, without notice in the event that: (i) you fail to pay any fees due hereunder to SpringMicro; (ii) you violate the terms and conditions of this Agreement; (iii) your conduct may harm SpringMicro or others, cause SpringMicro or others to incur liability, or disrupt SpringMicro's business operations (as determined by SpringMicro in its sole discretion); (iv) you are abusive toward SpringMicro staff in any manner; or (v) for any other lawful reason or as otherwise specified in this Agreement. In such event, SpringMicro will not refund to you any fees paid in advance of such termination, and you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such termination.

    • Modification of Services. SpringMicro reserves the right to modify, change, or discontinue any aspect of the Services at any time.

    • Data Deletion. 

      • Shared Hosting Accounts. Upon termination of the Services for any reason, Subscriber Content, Subscriber Websites, and other data will be deleted. You are solely responsible for maintaining backup copies of all Subscriber Content, Subscriber Websites, and other data. SpringMicro is not responsible for the loss of any Subscriber Content. It is essential that Subscribers backup files offline, even if Subscribers purchase or have products, such as Site Backup and Restore.

      • VPS and Dedicated Accounts. Upon termination of the VPS or Dedicated Hosting services for any reason, access to your Bridge account will be restricted for a period of approximately seven (7) days and you will not be able to log into your Bridge account. If the account has not been renewed after eight (8) days following expiration, the server will be suspended for approximately thirteen (13) days. Dedicated servers that have invoices outstanding for more than twenty-one (21) days may be subject to being reclaimed which will result in the loss of all data on the server. SpringMicro is not responsible for any loss of data resulting from such deletion.

  • Refund Policy.

    • 30 Day Money-Back Guarantee

      • If you purchase an account with a thirty (30) day money-back guarantee, you may receive a full refund of all hosting fees paid (the "Money-back Guarantee Refund") if you cancel within the first thirty (30) days of the Initial Term (the "Money-back Guarantee Period"). To request a Money-back Guarantee Refund, please contact our billing department by calling 888-401-4678 or by using our online LiveChat. The Money-back Guarantee Refund shall only accrue and be due to you upon your compliance with, and subject in all respects to, the terms and conditions of this Section 14. Money-back Guarantee Refunds only apply to hosting services and certain add-on products or services and do not apply to domain registration fees (except as set forth below during the first three (3) days of registration), setup fees, or any fees for additional Services.

      • The Money-back Guarantee Refund is valid for credit card payments only. Due to the costs associated with processing payments made by other methods, we are not able to offer the Money-back Guarantee Refund for other payment methods.

    • Nonrefundable Fees.

      • Fees paid by Subscriber in connection with the purchase of add-on services, including without limitation, SSL certificates, AppMachine, Site Backup Pro, Pay Per Click Marketing (PPC), Bridge QuickStart, WordPress QuickStart, Site Doctor, website transfer, Design Service Standard, Design Service Plus, Design Service Premium, SEO Package, SiteLock, domain privacy, and domain names are non-refundable, as are payments made by check for $10.00 or less due to processing fees, unless otherwise expressly provided.

    • Domain Registration Fees.

      • In the event Subscriber cancels the Services within three (3) calendar days of registration and requests a refund in compliance with the terms and conditions of this Section 14, Subscriber will receive a Money-back Guarantee Refund. In addition, Subscriber has the option, but not the obligation, to retain ownership and control of any promotional "Free Domain Name" registered in connection with the subscription. In the event Subscriber wishes to retain the domain, Subscriber's refund will be reduced by $15.99 per domain name.

      • In the event Subscriber cancels the Services after the expiration of three (3) calendar days following registration, but prior to the expiration of thirty (30) calendar days, Subscriber will receive a Money-back Guarantee Refund provided that if Subscriber registers any domain name as part of a "Free Domain Name" promotion in connection with the registration, Subscriber's refund will automatically be reduced by $15.99 per domain name. Subscriber will retain full ownership and control of any such domain names.

    • Cancellations After 30 Days. SpringMicro does not offer refunds for cancellations that occur after thirty (30) calendar days following the purchase.

  • SpringMicro as Reseller or Licensor.

    SpringMicro is a reseller or licensor of certain third party products and services (collectively, "Third Party Services"). Your purchase and use of Third Party Services are generally subject to the applicable third party's terms and conditions. A list of certain third parties can be found here. SpringMicro is not be responsible for any changes in the Services that cause any Third Party Services to become obsolete, require modification or alteration, or otherwise affect the performance of such Third Party Services. Any malfunction or manufacturer's defects of Third Party Services either sold, licensed or provided by SpringMicro to you or purchased directly by you and used in connection with the Services will not be deemed a breach of SpringMicro's obligations under this Agreement. Any rights or remedies you may have regarding the ownership, licensing, performance or compliance of any Third Party Services are limited to those rights extended to you by the manufacturer of such Third Party Services. You are entitled to use Third Party Services supplied by SpringMicro only in connection with your permitted use of the Services unless otherwise expressly provided.

  • Internet Protocol (IP) Address Ownership.

    If SpringMicro assigns you an Internet Protocol ("IP") address for your use, you shall have no right to use that IP address except as permitted by SpringMicro in its sole discretion in connection with the Services during the Term. SpringMicro shall retain ownership of all IP addresses assigned to you by SpringMicro, and SpringMicro reserves the right to change or remove any and all such IP addresses in its sole discretion.

  • Resource Usage. 

    • Shared Hosting 

      • Acceptable Use Policy. Hosting space is intended for use in accordance with SpringMicro’s Acceptable Use Policy, and is limited to Web files, active e-mail and content of the hosted Subscriber Websites, not for storage (whether of media, e-mails, or other data). Hosting space further may not be used as offsite storage of electronic files, e-mail or FTP hosts. SpringMicro expressly reserves the right to review every user account for excessive usage of CPU, bandwidth, disk space and other resources that may be a result of your violation of this Agreement or the Acceptable Use Policy. SpringMicro may, in its sole discretion, terminate access to the Services, apply additional fees, or remove/delete Subscriber Content for those Subscriber accounts that are found to be in violation of SpringMicro policies. You hereby agree that SpringMicro shall have no liability due to any action that SpringMicro may take, including without limitation suspension or termination of Services in connection with your violation of this section. 

      • Unlimited Hosting Space; Excessive Server Resources. SpringMicro does not set defined limits on the amount of disk space a Subscriber can use for the Subscriber's Website or charge fees based on the amount of storage used. However, use of SpringMicro resources must be consistent with a shared hosting environment and must otherwise comply with this Agreement. Accounts with a large number of files (inode count in excess of 200,000) can have an adverse effect on server performance. Similarly, accounts with an excessive number of database tables (i.e., in excess of 5000 database tables) or of an excessive database size (i.e., in excess of 10GB total database usage or 5GB database usage in a single database) negatively affect the performance of the server. In the event Subscriber exceeds these amounts, SpringMicro may request that a Subscriber’s number of files/inodes, database tables, or total database usage be reduced to ensure proper service performance. SpringMicro reserves the right to terminate a Subscriber account, with or without notice, for excessive use of resources that result in a degradation of server performance or the Services.

      • Unlimited File Transfer. SpringMicro does not set arbitrary limits on the amount of visitor traffic Subscriber Websites can receive or on the amount of content a Subscriber can upload to Subscriber Websites in any given month, nor does SpringMicro charge additional fees based on the increased use of bandwidth, as long as the Subscriber's use of the Services complies with this Agreement. In most cases, Subscriber Websites will be able to support as much traffic as the Subscriber can legitimately acquire. However, SpringMicro reserves the right to limit processor time, bandwidth, processes, or memory in cases where it is necessary to prevent negatively impacting other Subscribers.   

    • Virtual Private Servers (VPS) and Dedicated Servers Usage. 

      • Resource Usage. Dedicated and VPS usage is limited by the resources allocated to the specific plan that you have purchased. 

      • Backup. Each Subscriber is solely responsible for backing-up all Subscriber Content, including any Subscriber Websites. SpringMicro is not responsible for the loss of any Subscriber Content.

      • Subscriber Super-user Access. Subscriber acknowledges that Subscriber is solely responsible for any changes made with super-user access and that SpringMicro may not be able to reverse any changes and/or recover data lost or damaged through the use of super-user privileges. SpringMicro's level of support to those Subscribers accessing super-user privileges will be limited as follows:

        • Reinstallation of corrupted modules, such as control panel files, web server files, etc.;

        • Reinstallation of the baseline operating system and core file image at Subscriber's request. Subscriber acknowledges and understands that a new image install will cause the irreversible complete loss of all data stored on the server. SpringMicro is not liable for any data lost as a result of this action;

        • Restoration of files from available backups at Subscriber's request. This restoration will be a full restore of the backup files; SpringMicro does not offer file-by-file restoration services;

        • SpringMicro will not attempt any configuration or setup of DNS, firewalls, web server, etc.; and

        • SpringMicro will attempt basic diagnostics upon Subscriber's request. SpringMicro does not offer in-depth manual diagnostics as part of the Service. Subscriber may contact SpringMicro Professional Services to inquire about additional support offerings.

  • Marketing Credits.

    Some SpringMicro hosting plans include free marketing credits offered by third party vendors that can be redeemed by customers located in the United States only. Additional terms and conditions apply: Full terms and conditions for Google Adwords can be found here.

  • Parked Domain Services.

    By registering for the Services you agree that SpringMicro may point your domain name or DNS to one of SpringMicro's or SpringMicro's affiliates web pages as a default landing page, and that they may place advertising on your web page (the “Parked Pages”). You shall have no right to any compensation and shall not be entitled to receive any funds related to the monetization of your Parked Pages. If you do not wish for SpringMicro to display Parked Pages on your web page you can opt out of such practice. You can opt out of Parked Pages by updating the DNS of the domain name to point to another provider or by changing the default.html file stored on your account.

  • Reseller Program. 

    • In addition to all terms and conditions described in this Agreement, the following shall also be applicable to a Subscriber participating in a SpringMicro Reseller Program (“Reseller”), including VPS and Dedicated Hosting customers utilizing their account to provide Reseller services: 

      • Reseller shall ensure that each Subscriber signed up by the Reseller complies with the terms and conditions of this Agreement. 

      • Reseller cannot make any modifications to this Agreement. Any such alterations shall be deemed a violation of this Agreement and could result in the cancellation of Reseller's accounts. SpringMicro is not responsible for any modifications made to this Agreement by Reseller.

      • In the event that a Subscriber signed up by a Reseller is determined to be in violation of this Agreement, the Reseller shall, upon receipt of notice of the violation, take prompt action to ensure that the account in question is updated to be in full compliance with this Agreement. In addition, SpringMicro, in its sole discretion, reserves the right to take action directly if Reseller fails to do so.

      • SpringMicro is not responsible for the acts or omissions of Resellers. The Reseller hereby agrees to indemnify SpringMicro from and against any and all claims made by any Subscriber or third party arising from the Reseller's acts or omissions. 

      • SpringMicro reserves the right to revise its Reseller Program at any time. Changes will take effect when posted online or on any date as set forth in a notice provided by us. 

      • Resellers assume all responsibility for billing and technical support for each of the Subscribers signed up by the Reseller. SpringMicro reserves the right to refuse inquiries made to customer support from Subscribers signed up by a Reseller. 

  • Technical Support Services. 

    • Except as described otherwise stated below, SpringMicro will provide technical support via chat and phone for the Services (“Technical Support Services”). You will be required to provide as much information as possible to aid our investigation into any issues or problems. By utilizing SpringMicro’s Technical Support Services, you grant SpringMicro permission to access your account, if necessary, to resolve your issue. You agree that SpringMicro and its agents and employees are not liable for any damage resulting from the provision of customer support. 

    • Ineligibility for Technical Support Services. SpringMicro will not provide Technical Support Services if: (a) you are in breach of this Agreement; (b) the need for Technical Support Services is due to (i) any modification or attempted modification of the Services by you or any third party outside of SpringMicro’s control, or (ii) your failure or refusal to implement changes recommended by SpringMicro; or (c) you are abusive toward our staff in any manner.

    • VPS and Dedicated Servers. SpringMicro will provide a default operating system installation on the dedicated server hardware that permits super-user server access to our support staff. Subscriber agrees and acknowledges that if Subscriber alters or removes this server access, SpringMicro's ability to provide technical support to the Subscriber may be severely limited.

  • Disclaimer.

    You acknowledge and agree that your use of the Services, including any information or content obtained through the Services, is at your own risk. You further acknowledge and agree that SpringMicro exercises no control over, and accepts no responsibility for, the content of the information passing through SpringMicro's host computers, network hubs and points of presence or the Internet.

  • Limited Warranty.

    THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS.” SpringMicro AND ITS AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “SpringMicro PARTIES”) DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES PROVIDED HEREUNDER. THE SpringMicro PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES (I) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR COMPLETELY SECURE; (II) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; OR (III) AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE SERVICES. THE SpringMicro PARTIES ARE NOT LIABLE, AND EXPRESSLY DISCLAIM ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM SUBSCRIBERS OR STORED BY SUBSCRIBERS ON OR THROUGH THE SERVICES. NO ADVICE OR INFORMATION GIVEN BY SpringMicro OR SpringMicro'S REPRESENTATIVES INCLUDING, WITHOUT LIMITATION, SUPPORT REPRESENTATIVES, SHALL CREATE A WARRANTY. SpringMicro DOES NOT GUARANTEE THAT SUBSCRIBERS WILL BE ABLE TO USE THE SERVICES AT TIMES OR LOCATIONS OF THEIR CHOOSING. SpringMicro DOES NOT WARRANT THAT THE SERVICES ARE COMPATIBLE WITH ANY THIRD PARTY SERVICE OR SOFTWARE, EVEN IF SUCH THIRD PARTY CLAIMS, REPRESENTS OR WARRANTS THAT SUCH SERVICE OR SOFTWARE IS COMPATIBLE WITH ANY SERVICE OR SpringMicro IN PARTICULAR. THE TERMS OF THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

  • Limitation of Liability. 

    • SpringMicro SHALL NOT BE LIABLE FOR NONPERFORMANCE OR DELAY IN PERFORMANCE CAUSED BY ANY REASON, WHETHER WITHIN OR OUTSIDE OF ITS CONTROL. IN NO EVENT WILL THE SpringMicro PARTIES BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES, OR ANY SUBSCRIBER CONTENT, SUBSCRIBER WEBSITE OR OTHER MATERIALS ACCESSED OR DOWNLOADED THROUGH THE SERVICES, EVEN IF SpringMicro IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

    • NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SpringMicro'S LIABILITY TO YOU OR ANY PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SpringMicro FOR THE SERVICES IN THE THREE (3) MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT OR OUT OF THE SERVICES MAY BE BROUGHT BY YOU, THE SUBSCRIBER, MORE THAN ONE (1) YEAR AFTER THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION. SOME JURISDICTIONS DO NOT ALLOW A LIMITATION ON LIABILITY FOR NEGLIGENCE THAT CAUSES DEATH OR PERSONAL INJURY AND, IN SUCH JURISDICTIONS, SpringMicro'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

  • Indemnification.

    You agree to indemnify, defend and hold harmless the SpringMicro Parties from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted, or filed by a third party against any of the SpringMicro Parties arising out of or relating to (i) your use of the Services, (ii) any breach or violation by you of this Agreement; or (iii) any of your acts or omissions, except to the extent any of the foregoing directly results from SpringMicro's own gross negligence or willful misconduct. The terms of this section shall survive any termination of this Agreement.

  • Governing Law and Arbitration.

    • Governing Law; Jurisdiction. Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon or arising from an alleged tort, shall be governed by the substantive laws of the State of Utah. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any suit, action or proceeding concerning this Agreement must be brought in a state or federal court located in Salt Lake County, Utah. You irrevocably consent to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. 

    • Arbitration.

                For all Subscribers who signed up for or purchased Services on or after
                April 1, 2017, the following terms shall also apply:
       

      • SpringMicro and you (such references include our respective subsidiaries, affiliates, predecessors in interest, successors and assigns) agree to arbitrate all disputes and claims arising out of or relating to this Agreement between SpringMicro and you.

      • A party who intends to seek arbitration must first send written notice to SpringMicro's Legal Department of its intent to arbitrate ("Notice"). The Notice to SpringMicro should be sent by any of the following means: (i) electronic mail to legal@SpringMicro.com; or (ii) sending the Notice by U.S. Postal Service certified mail to SpringMicro Inc., Attn: Legal Department, 10 Corporate Drive, Suite 300, Burlington, MA 01803. The Notice must (x) describe the nature and basis of the claim or dispute; and (y) set forth the specific relief sought. If we do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or SpringMicro may commence an arbitration proceeding.

      • The arbitration shall be governed by the Consumer Arbitration Rules (the “Arbitration Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and shall be administered by the AAA. All issues are for the arbitrator to decide, including the scope of this arbitration clause, provided, however, that the arbitrator is bound by the terms of this Agreement.

      • In the event you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, SpringMicro will pay as much of your filing, administrative, and arbitrator fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If, however, the arbitrator finds that either the substance of your claim or the relief sought is improper or not warranted, as measured by the standards set forth in the Federal Rule of Civil Procedure 11(b), then the payment of arbitration costs shall be governed by the Arbitration Rules. In such case, you agree to reimburse SpringMicro for all monies previously disbursed by it that are otherwise your obligation to pay under the Arbitration Rules. If the arbitrator grants relief to you that is equal to or greater than the value of your demand, SpringMicro shall reimburse you for your reasonable attorneys' fees and expenses incurred for the arbitration.

      • You agree that, by entering into this Agreement, you and SpringMicro are waiving the right to a trial by jury.

      • If you initiate litigation or any other proceeding against SpringMicro in violation of this section, you agree to pay SpringMicro’s reasonable attorneys’ fees incurred in connection with its enforcement of this section.

      • The parties shall maintain the confidential nature of the arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

      • ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR SpringMicro MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER SUBSCRIBERS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. Further, you agree that the arbitrator may not consolidate proceedings or more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding, and that if this specific proviso is found to be unenforceable, then the entirety of this arbitration clause shall be null and void. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.  

  • Miscellaneous. 

    • Backups. For its own operational efficiencies and purposes, SpringMicro from time to time backs up data on its servers, but is under no obligation or duty to Subscriber to do so under this Agreement. IT IS SOLELY SUBSCRIBER'S DUTY AND RESPONSIBILITY TO BACKUP SUBSCRIBER'S FILES AND DATA ON SpringMicro SERVERS, AND under no circumstance will SpringMicro be liable to anyone FOR DAMAGES OF ANY KIND under any legal theory for loss of Subscriber files and/or data on any SpringMicro server. SpringMicro will not attempt to back up accounts that exceed 50,000 files or 30 Gigs of space for any reason and does not maintain any backups of dedicated accounts.

    • Independent Contractor. SpringMicro and Subscriber are independent contractors and nothing contained in this Agreement places SpringMicro and Subscriber in the relationship of principal and agent, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever. 

    • Headings. The headings herein are for convenience only and are not part of this Agreement.

    • Entire Agreement. This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby. 

    • Severability. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions (unless otherwise specified) thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions (unless otherwise specified) thereof shall remain in full force and effect. 

    • Waiver. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof. 

    • Assignment; Successors. You may not assign or transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of SpringMicro. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. SpringMicro may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without your consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. 

    • Force Majeure. Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder. 

    • Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights in any person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, you acknowledge and agree that any supplier of a third-party product or service that is identified as a third-party beneficiary in the Service description, is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its products nor services against you as if it were a party to this Agreement. 

  • University Program.

    In addition to all terms and conditions described in this Agreement, the following may also apply if you participate in the university program.

    • SpringMicro may provide discounted student rates to participating universities for their students. For the avoidance of doubt, only the student, not the university, is the Subscriber and registered holder of the account. Accordingly, the student is solely responsible for complying with the terms and conditions in this Agreement. SpringMicro will support such accounts in accordance with its usual practices.  

    • Billing information is provided by the student at sign-up or, if the University has prepaid the Initial Term, when the student signs up for additional products or services or renews the account after the Initial Term.

    • Please note, that any and all amounts prepaid for accounts purchased by the University are non-refundable, once the account has been created by the student.


    This file was last modified: October 28, 2019.