By using and/or visiting this website operated by Spring Management Academy Inc. (“Spring Management” or “Spring”) YOU SIGNIFY YOUR ASSENT TO THESE TERMS AND CONDITIONS (the “Terms”) AND THE MANNER IN WHICH WE COLLECT, USE, AND DISCLOSE YOUR PERSONAL INFORMATION AS SET OUT IN THE PRIVACY POLICY (the “Privacy Policy”). Terms may be changed or updated at any time.
Parties
CONSULTANT: a Representative of Spring Management providing Services to Customer in accordance with the Consulting Agreement and the Terms of Service.
CUSTOMER: means an individual or organization that registers on the Spring Management Platform, or contracts with Spring Management in compliance with the Platform’s Terms of Use and Privacy Policy for the purpose of acquiring a Services from Spring Management;
SERVICE(S) individually or collectively refers to:
- “Engagement” means the specific Services to be provided by the Consultant under their agreement with a Customer, that may be facilitated by the Website and/or will be set out in a written contract in an agreed-upon form (the “Consulting Agreement”). Each Engagement shall detail the Services to be performed in a Statement of Work (the “SoW”) annexed to the Consulting Agreement and shall be subject to all of the terms and conditions of Spring Management’s Terms of Use and Privacy Policy.
- “E-Store” means a virtual storefront hosted by Spring Management that provides electronic files, links, and documents that are the Intellectual Property of Spring Management.
- “Consultations” means live meetings between the Consultant and Customer, scheduled by and initiated on the Website or other platform as agreeable;
- “Digital Product” means electronic purchases made directly by Customers themselves from the Website.
USER: someone who accesses, messages, edits, browses, or in any way uses our Website.
WE, US, and OUR: refers to Spring Management.
YOU and YOUR: refer to you, as a user of our Website.
Content
CONTENT: text, images, photos, audio, video, documents, reviews, feedback and all other forms of data or communication.
SITE CONTENT: all of the Content that is made available in connection with our Website, including Your Content, User Content, Third Party Content, and Spring Management Content.
SPRING MANAGEMENT CONTENT: Content that we create and make available in connection with our Website.
THIRD PARTY CONTENT: means Content that originates from parties other than Spring Management or its users, which is made available in connection with our Website.
USER CONTENT: means Content that users submit or transmit to, through, or in connection with our Website.
YOUR CONTENT: Content that you submit or transmit to, through, or in connection with our Website, such as files, images, posts, comments, invitations, messages, reviews, feedback and information that is generated, posted and/or displayed privately and publicly on our Platform.
We may modify these Terms from time to time. You understand and agree that your access to or use of our Website is governed by the Terms effective at the time of your access to or use of our Website. If we make material changes to these Terms, we will notify you by email or by posting a revised version of the Terms on our Site. We will also indicate at the top of this page the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. You understand and agree that your continued access to or use of our Website after the effective date of modifications to the Terms indicates your acceptance of the modifications.
- Eligibility
Customers: To access or use our Website, you must be over the age of majority and have the requisite power and authority to enter into these Terms. You may not access or use our Website if we have previously banned you from our Website or closed your account. - Permission to Use the Website
We grant you permission to use our Website subject to the restrictions in these Terms. Your use of our Website is at your own risk. - Website Availability
Our Website may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability. - User Accounts
You must register by creating an account and provide certain information about yourself in order to use some of the features that are offered through our Website. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason. - Communications from Spring Management and other Users
By creating an account, you agree to receive certain communications in connection with your use of our Website. If you have subscribed to them, you also may receive email marketing and product-related newsletters from us or notices on the Website. We provide unsubscribe links in all of our email footers if you no longer wish to receive those communications from us. - User Profile
As a User, you may use Spring Management’s trademarks and service marks in connection with your use of our Website so long as you comply with the guidelines for its use that we may provide to you, as may be amended from time to time. You acknowledge and agree that how you utilize our Services as a User impacts our brand. Accordingly, you agree not to utilize our Website in a manner that diminishes and/or tarnishes our image and/or reputation, and that we may terminate your User Profile and/or license to use our Website immediately if you do so.
We may use third-party services and social media platforms to facilitate registration or log in to the platform. These third-party websites may have different terms, policies and practices than Spring Management. We do not assume any responsibility for the terms, policies, practices, actions or omissions of the third parties operating these websites. We strongly encourage you to read the privacy policies of these websites to enable you to make an informed decision whether or not to access the platform using these third-party websites. We also prohibit the user of Spring Management’s intellectual property on these third-party websites in a way that is in breach of the prohibited uses of our content and platform as outlined in these Terms.
- Content Guidelines
The purpose of our Website is to provide a neutral Platform that facilitates the provision of professional services to be provided by Consultants to Customers in a manner that is compliant with these Terms. You confirm that the content provided on the Website is true and accurate. - Prohibited Conduct
Examples of prohibited uses of our website and Platform
The following are examples of uses that are prohibited on the Website or when using the Website Services:- Directly or indirectly causing the intellectual property of Spring Management such as its trademarks, copyright, patents or trade secrets and/or using such intellectual property to be used in a way not permitted by these Terms of Use, Spring Management Privacy Policy, or agreements with its consultants.
- Seeking, offering, promoting, supporting, or endorsing services, content, or activities that:
- are defamatory, illegal, violent, profane, vulgar, threatening, unlawfully discriminatory, illegal, pornographic, obscene, or sexually explicit in nature;
- would violate the intellectual property rights, such as and including copyrights, of another person, entity, service, product, or website;
- would violate (a) the Terms of Use, (b) the terms of service of another website or any similar contractual obligations, or (c) the academic policies of any educational institution;
- regard the creation, purchase, and/or publication of a review for a third-party website;
- regard the creation, publication, or distribution of “fake news”, “hoax news”, Deep Fake content or similar content, which is, in Spring Management’s sole discretion, determined to be intended to mislead recipients for personal, financial, political or other gain or advantage;
- regard or promote in any way any escort services, prostitution, or sexual acts; or
- any conduct that is, in Spring Management’s determination, violent or harassing toward another person or endorses or encourages violence or harassment towards others, including based on the individual’s or group’s inclusion in a protected class as defined by applicable law;
- Duplicating or sharing accounts;
- Selling, trading, or giving an account to another person;
- Interfering or attempting to interfere with the proper operation of the Website or Website Services or any activities conducted on the Website, including by:
- bypassing any measures we may use to prevent or restrict access to the Website or any subparts of the Website, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein;
- attempting to interfere with or compromise, or actually interfering with or compromising, the system integrity or security of the servers running the Website, or attempting to or deciphering any transmissions to or from the servers running the Website;
- using any robot, spider, scraper, or other automated means to access the Website for any purpose without our express written permission;
- collecting or harvesting any personally identifiable information, including Account names, from the Website;
- introducing any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Website that is designed to or known to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Website or any software, firmware, hardware, computer system, or network of Spring Management or any third party;
- accessing or attempting to access the Website or Website Services by any means or technology other than the interface provided; or
- Conduct or actions that could jeopardize the integrity of or circumvent the Website, Website Services or Spring Management proprietary information, including:
- attempting to or actually reverse-engineering, modifying, adapting, translating, preparing derivative works from, decompiling, or interfering with the operation of, or otherwise attempting to derive source code from, any part of the Website or Website Services unless expressly permitted by applicable law or Spring Management; or
- accessing or using the Website or Website Services to build a similar service or application, identify or solicit Spring Management Users, or publish any performance or any benchmark test or analysis relating to the Website.
- Ownership and Intellectual Property
As between you and Spring Management, you own Your Content. We own the Spring Management Content, including but not limited to the visual interfaces, interactive features, graphics, branded files and templates, promotional assets, design and all other elements and components of our Website excluding Your Content, User Content, and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, moral rights and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the Spring Management Content and our Website, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Spring Management Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to our Website and the Spring Management Content are retained by us. - Categories of Intellectual Property Ownership:
- Types of Intellectual Property:
- Customer Content. The Customer will be the exclusive owner of all Content provided to the Consultant under these Terms, within the course of their Engagement and all Intellectual Property Rights therein. All Customer Content constitutes the Confidential Information of Customer. Upon the Customer’s request at any time, the Consultant shall provide to the Customer all Content, data and work-in-progress in connection with the Customer Content. The Consultant shall not use any of the Customer’s Content during or after these Terms are in effect or in performance of the Services for Customers other than the Spring Management’s Customers.
- Categories of Services:
- Introduction Sessions: During the course of Introduction sessions, all Intellectual Property shared in private messages or video meetings on the Platform remains the property is the respective owners. Sharing of such information is solely intended for the mutual evaluation of whether or not the Consultant and Customer wish to work together in future Consultations or Engagements.
- Consultations and Engagements: During Consultations and Engagements all Intellectual Property and Engagement Documents approved and paid for by the Customer become the intellectual property of the Customer. All interim work created such as templates or drafts, remains the intellectual property of the Consultant. The Consultant and the Customer are free to waive or vary this arrangement on a case-by-case basis at their own risk, provided that both Parties agree in writing.
- Digital Products: Subject to the provisions contained in Spring Management’s Terms of Use, Privacy Policy, and the Consulting Agreement, Consultants agree to grant Customers a limited, royalty-free, irrevocable, worldwide, paid-up, non-exclusive license to use, copy, disclose, modify, enhance items purchased from their e-Store for personal and/or commercial use provided that all copyright is maintained and other proprietary notices contained in any such material are maintained and do not or resell items purchased from the e-Store. Any other use is strictly prohibited without the express written consent of the Consultant. For greater clarity, e.g., if a Customer purchases an info product from the e-Store, the original work remains the copyright of the Consultant and the Customer is not permitted to re-sell the product.
- Types of Intellectual Property:
Purchases
You understand that use of our Services may result in charges to you for the Services you receive from Spring Management (“Fees”). After you have requested Services to be obtained through your use of the Platform, Spring Management will facilitate your payment of the applicable Fees. Fees will be inclusive of applicable taxes where required by law. Fees paid by you are final and non-refundable, unless otherwise determined by Spring Management.
If you wish to purchase Services made available through the Platform (“Purchase“), you may be asked to supply certain information relevant to your Purchase for use by third-party payment services providers.
Unless otherwise stated, all Fees are due immediately and payment will be facilitated by Spring Management by connecting you to a third-party payment processor or payment services provider, using your preferred payment method, after which you will receive a receipt by email.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or another payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
By submitting such information, you grant to third parties for the purposes of facilitating the completion of Purchases, access to your payment information.
As between you and Spring Management, Spring Management reserves the right to establish, remove and/or revise Fees for any or all Services obtained through the use of the Platform at any time at Spring Management’s sole discretion.
We reserve the right to refuse or cancel your order at any time for certain reasons including but not limited to: Services availability, errors in the description or price of the product or Services, errors in your order or other reasons.
We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected. We will not be held responsible or liable for any failure for the Purchase to complete, or any resulting loss or damages to you.
Cancellation
Live meetings: You understand that you may be holding a reservation for a consultant’s time. If you cancel at least 24 hours in advance of the consultation, you will receive a full refund. If you cancel less than 24 hours in advance, a refund will not be provided.
Cancelling a Consultation session: This can be rescheduled by customers through the Platform. Taxes and rebooking fees apply.
Cancelling an Engagement: Cancellation terms for an engagement outlined in a Consulting Agreement will be dictated by the terms of the Agreement.
Products: Purchases are final and cannot be cancelled. Refunds are not available on products sold.
Refunds
By default, we don’t offer refunds or exchanges. However, there are exceptions:
Consultations: Where a consultant does not attend a consultation, customers may request a refund. Consulting is often a time-based business, where our consultants provide services for fees based on time spent working with you. Therefore, there are no refunds for consultations where customers do not attend. Customers may request a refund from consultants directly; providing refunds is at the consultant’s discretion when customers do not attend consultations.
Products: Refunds are not available on products sold.
If applicable, once your refund request is received, we will send you an email to notify you that we have received your request. We will also notify you of the approval or rejection of your refund request.
If you are approved, then your refund will be processed, and a credit will automatically be applied to your credit card or original method of payment, within a certain amount of days.
In order to provide exceptional service and accuracy, we regularly update the products and Services on the Website.
We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, Services or the quality of work of Consultants. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
Despite our best efforts, the products or Service available on our Website may have an error regarding the price, be inaccurately described, or be unavailable.
We may experience delays in updating information on the Website and in our advertising on other websites.
During the course of providing Services to Customers through the Website, Spring Management may use video conferencing and other virtual communications technologies. You may also exchange electronic versions of documents and content using commercially available software that may be vulnerable to attack by viruses and other destructive electronic programs. As a result of our countermeasures undertaken in this regard, our system may occasionally reject a communication you send, or that is rejected by your system.
Accordingly, Spring Management cannot guarantee that all communications and documents will always be received or that such communications and documents will always be virus-free, and we make no warranty with respect to any electronic communications between Consultants and Customers or between you and us. In addition, Spring Management makes no warranty with respect to the security of any virtual or electronic communication between you and you consent to our exchange of virtual or electronic communications, including confidential documents, unencrypted.
We may terminate or suspend access to our Website immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach these Terms or any other agreements between you and Spring Management.
All provisions of the Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Upon termination, your right to use the Website will immediately cease. If you wish to terminate your account, you may simply discontinue using the Website or request your account’s deletion.
You agree to indemnify, defend and hold harmless Spring Management, its principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents, from and against any claims, losses, damages, losses, obligations, costs, actions or demands arising out of the following by the Indemnifying Party or its personnel, agents or representatives for (a) negligence or willful misconduct in connection with these Terms or (b) a breach of these Terms.
These include but are not limited to: (a) fees resulting from your use of the Website; (b) your breach of any of these Terms; (c) anything you post on or upload to the Website; and (d) any activity related to your account. This includes any negligent or illegal conduct by you, any person or entity accessing the Website using your account whether such access is obtained via fraudulent or illegal means.
Spring Management, its directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (i) your access to or use of the Website; (ii) your inability to access or use the Website; (iii) any conduct or content of any third-party on or related to the Website; (iv) any content obtained from or through the Website; and (v) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Spring Management makes no guarantees, representations or warranties of any kind as regards the website and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Website is at your sole risk. The Website is provided on an “AS IS” and “AS AVAILABLE” basis. The Website is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any province in Canada. In such cases, the provincial law shall apply to the extent necessary.
Spring Management, its subsidiaries, affiliates, and its licensors do not warrant that a) the Website will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Website is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
If you breach any of these Terms and Spring Management chooses not to immediately act, or chooses not to act at all, Spring Management will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. Spring Management does not waive any of its rights. Spring Management shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement.
You may not assign, sub-license or otherwise transfer any of your rights under these Terms.
Exclusions
As set out, above, some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. Laws of Ontario may apply to certain products and service provided.
Governing Law
These Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of Ontario and the laws of Canada, as applicable.
If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect.
No Class Proceedings
The laws of the province of Ontario, and the laws of Canada applicable in Ontario, will govern the use of this Agreement and the interpretation, validity and effect of this Agreement, notwithstanding the parties’ physical location (whether permanent or temporary), residence or domicile. The parties agree to not commence any action by way of class proceedings, class action or any other claim involving court proceedings.
Arbitration
Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, which may allow for more limited discovery than in court and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement.
The Parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by their mutual agreement shall be submitted to final and binding arbitration before ADR Chambers Inc. in Toronto, Ontario (“ADR Chambers”), or its successor, pursuant to the Arbitration Act of Ontario. Either Party may commence the arbitration process called for in this Agreement by filing a written demand for arbitration with ADR Chambers, with a copy to the other Party. The arbitration will be conducted in accordance with the provisions of ADR Chambers’ Arbitration Rules in effect at the time of filing of the demand for arbitration. The Parties will cooperate with ADR Chambers and with one another in selecting a single arbitrator from ADR Chambers’ panel of members, and in scheduling the arbitration proceedings. The Parties covenant that they will participate in the arbitration in good faith. The provisions of this Section may be enforced by any Court of competent jurisdiction, and the Party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered. The place of arbitration shall be Toronto, Ontario.
- The arbitration shall proceed in accordance with the provisions of the Arbitrations Act (Ontario), S.O. 1991, c. 17. The arbitrator shall have the power to proceed with the arbitration and to deliver their award notwithstanding the default by any party in respect of any procedural order made by the arbitrator. It is further agreed that such arbitration shall be a condition precedent to the commencement of any action at law. The decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
We reserve the right but do not assume the obligation, to investigate any potential violation of this these Terms or any other potential violation of these Terms of Use and to remove, disable access to, or modify any content on the Website. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms of Use.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Website after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the Website and Services.