Terms and Conditions

1. Access to and Use of the Services

a) Provision of the Services - Springbig will make the Services available to you in

accordance with your Contract, the Documentation and any applicable Order Forms.

The Services will comply with the Springbig Security Overview. We will provide the

Services in accordance with laws applicable to Springbig’s provision of the Services to its

customers generally (i.e. without regard for your particular use of the Services), and

subject to your use of the Services in accordance with your contract, these Terms, the

Documentation and any applicable Order Form.

b) You may use the Services, on a non-exclusive basis, solely (i) in connection with and as

necessary for your activities pursuant to these Terms; and (ii) allow your employees to

use the Services pursuant to this Section.

c) Your use of these services is additionally subject to the Agreement executed between

Springbig and You.

2. Customer Data

a) “Customer Data” consists of data and other information made available to us by or for

you through the use of the Services under these Terms. These data may include,

without limitation, some or all of customers’ names, phone numbers, email address,

birthday, number and dates of purchases with details.

b) The ownership of these data shall remain with You, although Springbig will provide the

Merchant, upon Merchant’s request a copy of this data, as available at the time of the

request, provided that your account is in good standing. Springbig reserves the right to

analyze, aggregate, process and disseminate this data in aggregated form without

identifying You or your Customers, with or without collecting fees for the above.

c) Except as agreed mutually in writing, data storage is not guaranteed by us and you agree

that we will not have any liability whatsoever for any damage, liabilities, losses, or any

other consequences that you may incur relating to the loss or deletion of Customer

Data.

d) You further acknowledge and agree that we may access or disclose Customer Data,

including the content of communications stored on our systems, if: (i) we believe that

disclosure is reasonably necessary to comply with any applicable law, regulation, legal

process or government request; (ii) to enforce our agreements and policies, (iii) to

protect the security or integrity of our services and products, (iv) to protect ourselves,

our other customers, or the public from harm or illegal activities, or (v) to respond to an

emergency which we believe in good faith requires us to disclose data to assist in

preventing a death or serious bodily injury.

3. Customer Responsibilities, Restrictions and Requirements

We are excited about your use of Springbig Services. But you should know you and your

employees have a number of responsibilities you must carry out, and there are some

restrictions on what you can do with them and requirements that you must follow if you use

the Services.

a) Your Responsibilities

You will: (i) be solely responsible for all use (whether or not authorized) of the Services

and Documentation under your account, including for the quality and integrity of

Customer Data and each Customer Application; (ii) use Services only in accordance with

this Agreement, the Acceptable Use Policy, Documentation, Contract, Order Forms or

other applicable terms relating to the use of the Services, and applicable laws; (iii) be

solely responsible for all acts, omissions and activities of your End Users, including their

compliance with the Contract, these Terms, Documentation, the Acceptable Use Policy,

and any Order Forms or other terms of sales of the Services; (iv) do your best to prevent

unauthorized access to or use of the Services and notify Springbig promptly of any such

unauthorized access or use; (v) provide reasonable cooperation regarding information

requests from law enforcement, regulators, or telecommunications providers; and (vi)

comply with the representations and warranties you make in Section 6 (Representations

and Warranties) below.

b) Services Usage Restrictions

With regard to the Services, you agree that: (i) except to make the Services available to

your employees in connection with the use of each Customer Application as permitted

herein, you will not transfer, resell, lease, license or otherwise make available

the Services to third parties or offer them on a standalone basis; (ii) you will ensure

that the Services are used in accordance with all applicable law and third party rights, as

well as these Terms and our Acceptable Use Policy, as amended from time to time; (iii)

you will ensure that we are entitled to use your Customer Data, as needed to provide

the Services; (iv) you will not use the Services in any manner that violates any applicable

law; (v) You will not use the Services to create, train, or improve (directly or indirectly) a

substantially similar product or service, including any other machine translation engine;

(vi) you will not create multiple Customer Applications or Service accounts to simulate

or act as a single Customer Application or Service account (respectively) or otherwise

access the Service in a manner intended to avoid incurring fees; (vii) except as allowed

by applicable law, you will not reverse engineer, decompile, disassemble or otherwise

create, attempt to create or derive, or permit or assist anyone else to create or derive

the source code of any software provided in connection with the Services.

c) Springbig as Service Provider Only, with You as Initiator of All Communications

You understand and agree that under your Contract, the Documentation and any

applicable Order Forms, Springbig’s role is the provider of Services for your use, and as

such, (i) Springbig does not originate, send, deliver any communications to any recipient

via SMS, MMS or email; (ii) that Springbig’s role is limited to a technology platform

communication service provider only; (iii) that all communications, whether, without

limitation, SMS, MMS or email, are created by and initiated by You, including

communications regarding promotions, whether generated by you or sent automatically

by via the auto-connect/auto-campaign service configured by you, or generated by your

customers’ purchase activity or as a response to your customers’ inbound messaging.(iv)

Springbig as your communications service provider will ‘opt out’ any customer of yours

from receiving future email, SMS and MMS messages provided that said customer has

followed the provided instructions within the SMS/MMS Message or Email they have

received that outlines how to properly request being opted out of receiving future

messages.

You understand and acknowledge that any customer data provided to Springbig via

whatever means, including without limitation, by inbound text, data imports, tablet

sign-ins, API calls or manual entry, only includes those customers who have explicitly

opted into your Loyalty/Communications program and have explicitly agreed to receive

your communications, including without limitation SMS, MMS and email.

 

4. Changes to the Services.

The features and functions of the Services, including core services and the Springbig API may

change over time. It is your responsibility to ensure that calls or requests you make to the

Services are compatible with our then-current Services. Although we try to avoid making

changes to the Services that are not backwards compatible, if any such changes become

necessary, we will use reasonable efforts to let you know at least sixty (60) days prior to

implementing those changes.

5. Representations and Warranties; Warranty Disclaimer

a) Springbig makes no representations or warranties with respect to recording or

monitoring of SMS or MMS messages, email or other communications.

b) The origination and content of these communications is entirely your responsibility

c) You acknowledge that these representations, warranties, and obligations are essential

to our ability to provide you with access to our Services, and you further agree to

indemnify us and our affiliates in accordance with the terms of your signed agreement

with Springbig for claims arising out of or related to your acts or omissions

in connection with providing notice and obtaining consents regarding the origination or

content of the SMS or MMS messages, email or other communications using the

Services.

6. Acceptable Use Policy – Prohibited Uses

You agree not to use, and, not to encourage or allow any employee to use, the Springbig

Services in the following prohibited ways:

a) Using the Services in a manner that is or otherwise encourages (i) any illegal, fraudulent,

or abusive activities or (ii) materially interfering with the business or activities of

Springbig or harms other Springbig customers.

b) Attempting to bypass or break any security mechanism on any of the Services or using

the Services in any other manner that poses a material security or service risk to

Springbig or any of its other customers.

c) Reverse-engineering the Services in order to find limitations, vulnerabilities, or evade

filtering capabilities.

d) Launching or facilitating, whether intentionally or unintentionally, a denial of service

attack on any of the Services or any other conduct that materially and adversely impacts

the availability, reliability, or stability of the Services.

e) Transmitting any material, data, or content that contains viruses, Trojan horses,

spyware, worms or any other malicious, harmful, or deleterious programs.

f) Violating or facilitating the violation of any applicable laws or regulations of any

applicable jurisdiction, including, without limitation, (i) applicable laws or regulations

related to the transmission of data and recording or monitoring of phone calls and other

forms of communication; (i) applicable laws or regulations that prohibit engaging in any

unsolicited advertising, marketing, or transmission of communications; (ii) applicable

anti-spam laws or regulations such as the CAN SPAM Act of 2003, the Telephone

Consumer Protection Act, and the Do-Not-Call Implementation Act; or (iv) applicable

data protection or privacy laws, regulations, or legislation.

g) Using the Services in connection with unsolicited, unwanted, or harassing

communications (commercial or otherwise), including, but not limited to, phone calls,

SMS or MMS messages, chat, voice mail, video, email, or faxes.

h) Using the Services to harvest or otherwise collect information about individuals,

including email addresses or phone numbers, without their explicit consent or under

false pretenses.

i) Using the Services to receive, send or otherwise process Protected Health Information

as defined by the Health Insurance Portability and Accountability Act of 1996 as

amended, unless Customer has signed a Business Associate Agreement with Springbig or

Customer’s use of the Services fits within the “conduit” or some other exception for

requiring a Business Associate Agreement.

j) Using the Springbig Services to record or monitor a phone call or other communication

without securing consent from the participants to the phone call or other

communication as required under applicable law (including, as applicable, California’s

Invasion of Privacy Act and similar laws in other jurisdictions).

k) Using the Services in a manner that generates inquiries from a law enforcement,

government, or regulatory agency or triggers such an agency to request the suspension

of the Services to Customer and/or Customer’s phone numbers.

l) Using the Services to transmit any material, data, or content that infringes the

intellectual property rights or other rights of third parties.

m) Using the Services to transmit any material or content that is, facilitates, or encourages

libelous, defamatory, discriminatory, or otherwise malicious or harmful speech or acts

to any person or entity, including but not limited to hate speech, and any other material

or content that Springbig reasonably believes degrades, intimidates, incites violence

against, or encourages prejudicial action against anyone based on age, gender, race,

ethnicity, national origin, religion, sexual orientation, disability, geographic location or

other protected category.

n) Creating a false identity or forged email address or header, or phone number, or

otherwise attempting to mislead others as to the identity of the sender or the origin of a

message, email, or phone call.

o) Using the Springbig Services in any manner that causes a telecommunications provider

to complain about such use to Springbig or materially violates the following: (a) industry

standards, policies and applicable guidelines published by (i) the CTIA (Cellular

Telecommunications Industry Association), (ii) the Mobile Marketing Association, or (iii)

any other generally recognized industry associations; (b) telecommunications provider

guidelines and usage requirements as communicated in writing by Springbig to

Customer.

p) Using the Springbig Services to transmit any material or content that is offensive,

inappropriate, pornographic, obscene, illegal, or otherwise objectionable to any person

or entity.

q) Using the Services in a way that violates generally recognized industry guidelines,

including, without limitation, (i) using non-permission based email lists (i.e., lists in

which each recipient has not explicitly granted permission to receive emails from

Customer by affirmatively opting-in to receive those emails); (ii) using purchased or

rented email lists; (iii) using third party email addresses, domain names, or mail servers

without proper permission; (iv) sending emails to non-specific addresses

(e.g., webmaster@domain.com or info@domain.com); (v) sending emails that result in

an unacceptable number of spam or unsolicited commercial email complaints (even if

the emails themselves are not actually spam or unsolicited commercial email); (vi)

disguising the origin or subject matter of any email or falsifying or manipulating the

originating email address, subject line, headers, or transmission path information for

any email; and (vii) including “junk mail,” “chain letters,” “pyramid schemes,” incentives

(e.g., coupons, discounts, awards, or other incentives) or other material in any email

that encourages a recipient to forward the email to another recipient.

7. Changes to Terms and Conditions

Changes may be made to these Terms from time to time. If you do not accept these Terms, do

not use the Application or make any Services available to your customers. If, at any future point

in time, if You no longer agree with the Terms, you must stop using our Services.

Notwithstanding the foregoing, your continued use of the Applications or provision of the

Services to your customers will be deemed acceptance to amended or updated Terms. As such,

you should check frequently to see if we have updated these Terms. The most current version

of the Terms is available on our website, www.springbig.com.