Last updated November 1, 2020
1. Modifications. We may modify this Agreement at any time by sending you a notification, including, without limitation, within the Platform. Such modifications shall take effect within ten (10) days of such notice. Your continued access and use of the Platform after such time constitutes your acceptance of the updated Agreement.
2. License. Subject to the terms of this Agreement (including, without limitation, the restrictions set forth in Section 3 below), we hereby grant you a non-exclusive, revocable, non-perpetual, non-sublicensable, non-transferable, non-assignable limited license to install and use solely as part of the Platform, by using a supported web browser or mobile device, only for your own, private, non-commercial entertainment purposes and for no other purpose whatsoever and only pursuant to this Agreement, any other rules or terms published by Spring Games from time to time on our Platform. If you violate or if, at any point, you do not agree with any of this Agreement, your license to use the App will be immediately revoked, and you will immediately stop using the Platform.
This Agreement does not convey to you an interest in or to Spring Games’ intellectual property but only a limited revocable right to use the Platform in accordance with the Agreement and by using the Platform, you do not acquire any ownership rights or other rights in connection with the Platform (other than the right to use it pursuant to the scope of the license specified above) or rights to any derivative works thereof. Nothing in the Agreement constitutes a waiver of the Spring Games’ intellectual property rights under any law.
3. Restrictions. You may not, and may not encourage any other person or entity to: (a) copy, sell, resell, lease, lend, rent, share, make available the Platform, including, over a network, or in any service bureau or managed services arrangement; (b) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive, discover or reconstruct the source code of, modify, adapt, translate, or create derivative works based upon the Platform; (c) use the Platform to develop a competing or similar product or service; (d) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks on or in the Platform; (e) circumvent, disable or otherwise interfere with security-related or restrictive features of or limitations in the Platform; (f) use the Platform to develop or in the development of any material which is infringing, libelous, or otherwise unlawful or tortious material, any material in violation of third-party privacy rights, or is malicious Code or software containing viruses or malware; (g) use any robot, spider, scraper, or other automated means to use or access the Platform for any purpose; (h) take any action that imposes or may impose (at our sole discretion) an unreasonable or disproportionately large load on our or our third-party service providers’ infrastructure; (i) perform or publish the results of any benchmark testing on or of the Platform, unless otherwise permitted by law, in which case you shall not do so without first providing us a copy of such results and permitting us to comment on them; (j) attempt to gain unauthorized access to the Platform, Accounts registered to others or to the computers, servers, or networks connected to the Platform by any means other than the user interface provided by us; (k) solicit or attempt to solicit login information or any other login credentials or personal information from other users of the Platform. For clarity, references to the Platform in this paragraph include any portion of the Platform. The restrictions in this Section 3 shall be deemed limitations on the scope of the license granted herein. Spring Games reserves the right to determine what conduct it considers to be in violation of the rules of use or otherwise outside the intent or spirit of this Agreement. Spring Games reserves the right to take action as a result, which may include terminating your Account and prohibiting you from using the Platform in whole or in part.
4. Intellectual Property Rights. You are granted a license to use the Platform as set forth in this Agreement and not ownership of the Platform or any portion thereof. Except for the limit license granted herein, we reserve all right, title, and interest, including all intellectual property rights, in and to the Platform.
5. Account. In order to access and use the Platform or certain features of the Platform, you may be required to create or access the Platform using an account (“Account”). You agree not to impersonate any person, in connection with your Account and the creation of your Account. You agree to keep your Account credentials secure and not to share them with others. You agree that you are responsible and liable for all activity that occurs on or through your Account as if committed by you. In the event you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of your Account, you must immediately notify Spring Games and modify your Account. Spring Games reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates the third party's rights.
6. Updates to the Service. We may require that you accept updates to the Platform that you have installed on your device. You acknowledge and agree that we may update the Platform with or without notifying you. You may need to update third party software from time to time in order to use the Platform.
8. Term, Suspension and Termination. This Agreement shall remain in effect until terminated by you or us. You may terminate this Agreement anytime by terminating your Account, uninstalling any portion of the Platform installed on your devices, and cease to access and use the Platform. We may terminate this Agreement at any time for any reason. Without limitation to the foregoing, we may immediately temporarily or permanently limit, suspend or terminate your use of the Platform and/or deny access to your Account, in the event of (a) your breach of this Agreement, or (b) if we believe that the Platform is being accessed or used, including through your Account or otherwise, in a manner that may cause harm to you, to us or any third party, property, or which is in violation of any law or intellectual property or privacy.
9. Effect of Termination. Upon termination of this Agreement, the license shall terminate and you shall cease all use and access of the Platform, and uninstall the Platform. This Section 9 and Sections 3 (Restrictions), 4 (Intellectual Property Rights), 5 (Account), 11 (Disclaimer), 12 (Limitation of Liability), 13 (Assignment), 14 (Governing Law; Jurisdiction), 15 (Miscellaneous) shall survive termination or expiration of this Agreement.
10. Reward Activity:
10.1. Rewards. Spring Games may offer one or more Reward Activity from time to time (“Reward Activity“) under which you may have the opportunity to earn points (“Virtual Coins”), which are redeemable for rewards (“Rewards“). We may limit, suspend or terminate your ability to participate in a Reward Activity in its sole and absolute discretion, and may void any Virtual Coins, Rewards, or potential Rewards you may have earned or accumulated in a Reward Activity, if we determine in our sole discretion that you have not complied with this Agreement or any other terms applicable to such participation. You agree to abide by the final and binding decisions of Spring Games regarding any Reward Activity and your participation in it.
We reserve the right to change, suspend, or cancel all or a portion of a Reward Activity, including any Virtual Coins you may have accrued, at any time. We will generally use reasonable efforts to provide notice to you of any material change to or a suspension or cancellation of a Reward Activity. Any tax or other charges payable as a result of a Reward being received will be the responsibility of the winner. Winners should seek independent financial advice prior to accepting a Reward if this is a concern.
We make no representation or warranty in relation to Rewards provided and to the fullest extent permitted by law we shall have no liability to you in relation to any Reward, its fitness for purpose, merchantability or otherwise. We reserve the right to disqualify entrants from entering our App or Reward winners from receiving their Rewards where any such person engages in unsafe, illegal, unsociable or inappropriate behavior. If any potential winner is required by any applicable law or by this Agreement to comply with certain conditions or requirements in order to be eligible to receive the Reward, such potential winner will be required to fully comply with such requirements within the time set by us before receiving the Reward. If a potential winner cannot be contacted within 48 hours, or if winner is otherwise disqualified or does not comply with this Agreement, potential winner may be disqualified and forfeits the Reward, in our sole discretion. Receiving a Reward is contingent upon compliance with this Agreement. No Reward will be granted to any user who, for any reason, would not be allowed by applicable law to receive and/or use such Reward or where the supply of the Reward to that user would be unlawful. All stated Reward values are at the supplier's recommended retail price and are, to the best of our knowledge and belief, correct at the time of printing. We take no responsibility for any fluctuations in Reward values. No additional, further or other costs or expenses are included in any Reward unless stated. For example, the costs of delivery are not included.
10.2. Earning Virtual-Coins. Virtual-Coins can be earned in a Reward Activity by participating in certain activities, as described in the App. If you choose to participate and follow the instructions, upon satisfying all of the requirements of the App, you will be awarded the Virtual Coins, as long as Spring Games and/or its third-party Reward Activity affiliates are able to properly track your valid and completed Virtual-Coins earning activities. Virtual-Coins are non-transferable, may not be bartered or sold, and are void if a transfer is attempted, and such Virtual-Coins and the associated Account are not transferable upon any cause. For avoidance of doubt, we shall not be responsible for, nor shall we be obligated to award Virtual-Coins or Rewards to Reward Activity participants for any activity that is not properly recorded, tracked and/or deemed approved by us, procedures and systems, and any Virtual-Coins or Rewards previously granted may be revoked in appropriate circumstances. We have the rights in our sole discretion: (i) to change or limit your ability to participate in the Reward Activity itself; (ii) to change or limit the number of Virtual-Coins you can earn in the App; and (iii) to change the App or Rewards available, or the number of Virtual-Coins required for a particular Reward. Virtual-Coins awarded have no cash value.
10.3. Redeeming Virtual-Coins. You may redeem Virtual-Coins you have earned for Rewards offered in a Reward Activity pursuant to this Agreement and any other terms. Supplies may be limited. Rewards may be awarded on a first-come, first-serve and while-supplies-last basis. If you attempt to redeem Virtual-Coins for a Reward and we determine that the Reward is unavailable, out of stock, or for whatever reason cannot be provided to you, we may, at our sole discretion, provide you with a Reward of a different value or not giving you the Reward at all. No credit, reversal, or refund of Virtual-Coins will be issued for any reason after Virtual-Coins have been redeemed; in other words, once you order a Reward, you may not cancel the Reward or return the Reward for a refund of Virtual-Coins. The only way to use Virtual-Coins is to redeem them for Rewards as available from time to time through our App.
10.5. Third Parties. We may send the Rewards through the App or by other means of delivery (such as a coupon for a third party shopping website) at our sole discretion. All Rewards are subject to availability, non-transferable and non-exchangeable. Where Rewards consist of entry tickets, attendance at events, holidays and similar time-specific benefits, they must be taken on the dates specified by us or any relevant third party provider. No cash will be awarded in lieu of that Reward or any part of it. Third party suppliers of Rewards may also often stipulate their own terms, conditions or restrictions and all Rewards winners agree to be bound by these. We shall have no liability in relation to any Reward provided by a third party provider.
10.6. Inactive Accounts. Any Account that has not been logged into and Virtual-Coins either earned or redeemed for certain amount of time, may be deemed inactive in our sole discretion. We may either close the Account completely or remove any Virtual-Coins in the Account and treat it as inactive, as we elect. In such instances, to request Account reactivation (subject to such terms, limitations and requirements as we may impose from time to time) you may reach us by contacting us.
11. DISCLAIMER. THE PLATFORM AND ANY REWARD ACTIVITY (AND ANY MATERIALS OR OTHER OUTPUT PROVIDED BY US OR THROUGH OR IN CONNECTION WITH THE PLATFORM), IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, COMPATIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT MAY ARISE IN THE COURSE OF DEALING OR USAGE OF TRADE. FURTHERMORE, WE MAKE NO, AND HEREBY DISCLAIM ANY WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, BE ACCURATE, ERROR FREE, OR FREE OF VIRUSES OR HARMFUL CODE OF ANY KIND. THE DISCLAIMERS HEREIN APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
12. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY:
(A) WE AND OUR AFFILIATES AND OUR AND THEIR LICENSERS, SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSSES, OR LOSS OR DAMAGE TO PROFITS, SAVINGS, BUSINESS, REPUTATION, GOODWILL, DATA;
(B) THE TOTAL CUMULATIVE LIABILITY OF SPRING GAMES, OUR AFFILIATES, AND OUR AND THEIR LICENSORS IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, THE REWARD ACTIVITY (OR YOUR USE OR INABILITY TO USE THE PLATFORM), SHALL NOT EXCEED THE LESSER OF (i) THE FEES PAID BY YOU TO US PURSUANT TO THIS AGREEMENT DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CAUSE OF ACTION OR (ii) US$10.00;
(C) YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED; AND
(D) THE EXCLUSIONS AND LIMITATION OF LIABILITY SET FORTH HEREIN SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND REGARDLESS OF (i) FORESEEABILITY OR WHETHER WE OR OUR AFFILIATES OR SUCH LICENSORS WERE WARNED OF THE POSSIBILITY OF DAMAGE OR LOSSES, (ii) HOW THE DAMAGES OR LOSSES ARE CAUSED, AND (iii) THE THEORY OF LIABILITY OR CAUSE OF ACTION (WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, OR OTHERWISE). THIS SECTION 12 IS AN ESSENTIAL BASIS OF THE BARGAIN AND PART OF THIS AGREEMENT.
13. Assignment. You may not assign, transfer or delegate this Agreement, any portion thereof, or any rights or obligations under this Agreement, but we may do so without restriction. Any assignment or delegation, or attempted assignment or delegation, in violation of the above shall be null and void. Subject to this Section 13, this Agreement shall bind and benefit each of our successors and valid assigns.
14. Governing Law; Jurisdiction. This Agreement, the subject matter thereof, and all conflicts or disputes related to the foregoing, shall be governed and construed solely in accordance with the laws of the State of Israel, without giving effect to conflicts of law principles thereof. The courts of competent jurisdiction located in Tel Aviv, Israel, shall have jurisdiction in any such conflicts or disputes, and you agree to, and waive and agree never to assert all claims with respect to such venue and jurisdiction, including without limitation, of inconvenient forum (forum nonconveniens). Notwithstanding the above, we may, in our sole discretion apply to any court of a competent jurisdiction, no matter where such court is located, for a temporary restraining order, preliminary injunction or interim relief, or other equitable relief, including without limitation to prevent irreparable harm.
15. Miscellaneous. This Agreement constitutes the entire agreement with respect to the subject matter thereof and supersedes all prior or contemporaneous oral or written agreements between you and Spring Games, if you personally have entered into such agreement with us. This Agreement may not be amended other than with the written agreement of a duly authorized representative of Spring Games. No approval, consent, waiver, or other writing by either of us in connection with this Agreement shall be valid unless signed in writing by an authorized representative of such party. Unless expressly agreed otherwise, no waiver of any breach of this Agreement will be deemed a continuing waiver or effective as to any other breach, whether of the same or any other term or condition. In the event that any of these covenants or provisions is for any reason adjudged, decreed or ordered by any court of competent jurisdiction to be unenforceable in any respect, such covenants or provisions will be deemed modified to the extent necessary to render all of them enforceable and such judgment, decree or order will not affect, impair or invalidate any of the remaining covenants or provisions of this Agreement. Headings used in this Agreement are for convenience only and are not intended, and shall not be used for the purposes of interpreting or construing this Agreement. The prevailing party in any action in connection with this Agreement shall be entitled to recover, in addition to damages, its reasonable attorneys’ fees and costs incurred in connection therewith.
16. Contact Us. For inquiries regarding this Agreement, you may contact us as follows:
Spring Games, Ltd.
11, Menachem Begin