Terms of Service

Last Updated: July 2023

PLEASE READ CAREFULLY BEFORE USING OUR SITE OR ANY OF OUR SERVICES. THESE TERMS INCLUDE AN ARBITRATION PROVISION WITH CLASS ACTION AND JURY TRIAL WAIVERS.

Your use of our website www.springfreeev.com and any of its subdomains, and any other websites owned and hosted by Spring Free EV, Inc. (together with its subsidiaries and affiliates (“Spring Free,” “we” or “us”), including any web portal, dashboard or mobile application that we may make available to you and which you may access (together with website and subdomain, the “Spring Free Platform”) is governed by these Spring Free Terms of Service (“Spring Free Terms”). By using or accessing the Spring Free Platform, you confirm that you accept these Spring Free Terms and our Privacy Policy, and that you agree to comply with them. You agree that these Spring Free Terms are the legal equivalent of a signed, written contract and constitute a legally binding agreement between us and you, as a user of the Spring Free Platform, whether or not you sign a lease agreement with us, and that you have read these Spring Free Terms, and accept, understand and will be bound by them. If you do not agree, you must not use any portion of the Spring Free Platform.

IF YOU ARE AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, LIMITED LIABILITY COMPANY OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THESE SPRING FREE TERMS, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL. These Spring Free Terms apply not only to you, but also to any person or entity that you authorize to access or use the Services on your behalf (a “User”).

If you have any comments, concerns or questions regarding these Spring Free Terms, please call (424) 298 2409 or email us at support@springfreeev.com.

1. Our Services

We provide electric vehicle pay-per-mile leases to commercial fleet managers and other commercial customers looking to electrify their fleet or corporate vehicles and offer our customers tools to more efficiently manage their vehicles through the Spring Free Platform (the “Services”). If you choose to lease your vehicles from us, you will have to execute an Electric Vehicle Master Lease Agreement, including any corresponding exhibits, amendments or addenda that may be included from time to time (together, the “Master Lease Agreement”) with us. Access to the Services through the Spring Free Platform may therefore be subject to the terms and conditions of the Master Lease Agreement. If there is a conflict between these Spring Free Terms and the Master Lease Agreement, the Master Lease Agreement will take precedence with respect to the terms of the lease pertaining to the vehicles.

Our Privacy Policy, which sets out the terms on which we may process any personal data we collect from you or that you provide to us, are incorporated into these Spring Free Terms by reference and also govern your use of, and submission of information to or through, the Spring Free Platform and our Services. By using or accessing any part of the Spring Free Platform and/or our Services, you agree to our Privacy Policy.

2. Modifications

We may update and amend these Spring Free Terms from time to time in our sole discretion, including by adding, deleting or modifying terms, which will be effective when posted on any part of the Spring Free Platform. Every time you wish to use any portion of the Spring Free Platform, please check these Spring Free Terms to ensure you understand the terms that apply to you at that time. Your continued use of the Spring Free Platform after the posting of any changes to these Spring Free Terms will mean that you accept and agree to the changes.

3. How to Access Our Services

a. Eligibility

To be eligible to use our Services, you must:

  • Be located in the United States – The Spring Free Platform and our Services are intended to be made available only to individuals who are legal residents or businesses whose principal place of business are located in the fifty (50) United States or the District of Columbia.
  • Be of legal age in your state of residence – You must be at least 18 years old (or 19 years in Alabama or Nebraska) to use the Spring Free Platform or any of our Services.
  • Provide your full legal name and have a valid and unique email address and contact telephone number.

If you are applying for a lease for electric vehicles, then you may be required to satisfy additional eligibility requirements, which will be disclosed to you before you finish your application. We do not guarantee that you will qualify or be able to use any particular Service.

b. Registration; Account Security

To access certain features of the Services, you must sign up for an account with us (a “Spring Free Account”). You can create a Spring Free Account by providing us with your first and last name, email address and creating a password. You are responsible for maintaining the security of the login credentials for your Spring Free Account. You should treat your login credentials, such as your name, username or password as confidential, and you agree not to provide any other person with access to any password-protected portion of the Spring Free Platform except for authorized Users or as set forth in this Section.

Your Spring Free Account may include personal and sensitive information, including financial information. You agree that you are solely responsible for all activities that occur in connection with your Spring Free Account, username, and password, including any actions taken by a User. If you authorize a third party to access your Spring Free Account or if you have authorized Users on your account, then we may disclose your information with such third party or User or accept payments made on your behalf from such third party or User. Granting a third party authorization to take action on your behalf or use your information does not relieve you of any responsibilities under these Spring Free Terms.

You must immediately notify us of any unauthorized use of your Spring Free Account, password, username, or any other breach of security, and in no event later than 24 hours after detection of such breach. We will not be liable for any loss or damage arising from your failure to comply with this Section.

c. Verification; Accurate and Updated Information

You certify that the information you provide to us at any point, including in connection with the registration process of your Spring Free Account, with the use of the Spring Free Platform or our Services, including in connection with any lease application or inquiry or on an ongoing basis in connection with your lease(s), is true, accurate, current, and complete. You agree that you will maintain and update such information regularly.

You also agree to provide any information or documentation reasonably requested by us to verify your identity and other information provided by you. You agree that we or our agents may contact third parties to verify such information, including consumer reporting agencies, and you authorize us to share any information we collect about you with third-party sources or service providers to help us with these verification procedures.

In addition, to apply for a lease with us, you may also need to provide us with certain financial and identity verification information, and information pertaining to any guarantors. This may include linking an eligible external bank account maintained at a third-party financial institution, providing us with identity verification documents, linking your financial accounting tool or otherwise providing your financial statements or by linking your profile on a third-party car sharing platform (“Third-Party Accounts”). By linking a Third-Party Account, you authorize us to access or collect information from such an account, including without limitation, account balances, transaction dates, transaction types and amounts, other information, data, passwords, or other content (“Transaction Data”), in accordance with our Privacy Policy. 

We may use service providers, including Plaid Technologies Inc. (“Plaid”), to gather end user data from various third-party sources including financial institutions. By using our Services, you grant us and these service providers, including Plaid, the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant third party. You agree to your personal and financial information being transferred, stored, and processed by these service providers in accordance with their privacy policies.

By linking your Third-Party Account, you represent and warrant to Spring Free and its service providers that you are the legal owner of the account, that you have the right to disclose your login credentials for such account if needed, and that you have the right to grant the authorizations in this Section with regard to such account. You acknowledge that the services provided by these service providers are provided “as is” and for general informational purposes only. You acknowledge that Spring Free and its service providers are not responsible and are not liable for any acts, errors, or omissions by the third parties at which you maintain your account(s), or for the accuracy, completeness, availability or timeliness of the information provided by such institutions, or for any investment or other decisions you make using the information provided.

d. Credit Report Authorization

We may request that you provide a personal guarantee in connection with your Master Lease Agreement, and from time to time, we may, in our discretion, review your personal information in lieu of or in addition to the bank account verification process described above. You hereby provide Spring Free with written instructions and authorize Spring Free, in accordance with the Fair Credit Reporting Act, applicable consumer reporting laws, or any similar laws to obtain consumer reports and/or conduct a background check, including a criminal background check where permissible under applicable law. This may involve multiple soft credit inquiries on your credit report. Soft inquiries do not impact your credit score.

e. Our Services May Change

We reserve the right to withdraw or amend any portion of the Spring Free Platform, and any of our Services, in our sole discretion and without notice. We will not be liable if for any reason all or any part of the Spring Free Platform or the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Spring Free Platform or all of it, or the Services or any part thereof, to users, including registered Spring Free Account Users.

f. Beta Services

From time to time, we may invited you to try beta versions of our Services or aspects of the Spring Free Platform (“Beta Service”). Such Beta Service is provided only for our evaluation and feedback purposes, and may not be used in a production environment. You understand that a Beta Service is not generally released and, therefore, is unsupported and may contain bugs, errors, and other issues. You accept the Beta Service “AS IS”, without warranty of any kind, and we are not responsible for any problems or issues related to your use of a Beta Service. The Beta Service may never be generally available and we may discontinue the Beta Service in our sole discretion at any time for any reason and delete any of Your Content or other data on the Beta Service without liability to you.

4. Content

a. Spring Free Content and License

Subject to your compliance with the provisions of these Spring Free Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and view any Spring Free and/or other user content to which you are permitted access, solely in connection with the use of our Services. You have no right to sublicense the license rights granted in this section. No other licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Spring Free or its licensors, except for the licenses and rights expressly granted under these Spring Free Terms.

Unless otherwise indicated, if you make available to us any comments, questions, suggestions or related content to us, whether through the Spring Free Platform or otherwise by email, mail, or telephone communications (“Feedback”), then you agree that notwithstanding anything to the contrary in these Spring Free Terms, any such Feedback is entirely voluntary and will be our property. Any Feedback you provide to us is non-confidential and we may use them without any restriction or compensation to you.

b. Your Content

Some areas of the Spring Free Platform or the Services may allow you to submit, post, display, provide or otherwise make available content including profile information, images, comments, questions or other content, data or materials or if you otherwise share any content, data or other materials with us in connection with your use of the Services or through any Spring Free promotional campaign (together, “Your Content”), then you represent and warrant to us that you own all right, title and interest in Your Content and that you have the authority or license to post, upload or otherwise share Your Content with us. By making Your Content available to us, you grant to Spring Free a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license to sublicense, use, view, copy, adapt, modify, distribute, transfer, publicly display, transmit, access, and otherwise exploit Your Content on the Spring Free Platform or for the provision of Services, including to promote or market the Services. Except as expressly provided below, Spring Free does not claim any ownership rights in Your Content and nothing in these Spring Free Terms shall be deemed to restrict any rights that you may have to use and exploit any such content.

For the avoidance of doubt, if you sign a Master Lease Agreement with us for the lease of electric vehicles, the registered legal owner of such vehicles is Spring Free Trust, a Delaware statutory trust. The definition of Your Content does not include any data collected and used by Spring Free in connection with the vehicle itself.

We have the right to remove any portions of Your Content if we determine in our sole discretion that Your Content does not comply with the Spring Free Terms, otherwise violates a third party’s rights or any other applicable laws or regulations, or in response to complaints from other users or third parties, with or without notice and without any liability to you. 

c. Third-Party Content

Spring Free Platform or our Services may contain content that belongs to or originates from a third party, including another user, or that may contain links to other websites, mobile applications or resource provided by non-affiliated third parties (“Third-Party Content”). We make no representations, warranties or guarantees, whether express or implied, that such Third-Party Content is accurate, complete or up to date. The information or materials provided in such Third-Party Content may not have been verified or approved by us, and the views expressed by such third parties do not represent our views and values.

Third-Party Content may be made available to you based on information you have provided to us, and may be offered to you at no additional cost or for a specified fee. All rates, fees, and terms are presented without guarantee and are subject to change pursuant to each provider’s discretion and may not be available in all states or for all types of products offered. There is no guarantee that you will be approved or qualify for the advertised rates, fees, or terms presented. The third parties providing these products, services or information are solely responsible for them, as well as other content on their websites or mobile applications. We are not liable for any third party’s failure with regard to those advertised products, services, or information. If you choose to access or use any third-party products, services, information, websites, or mobile applications, you understand that such access or use will be subject to the terms and conditions and privacy policies of the appropriate third party, which may differ from ours. You should check individual offers, products and services to become familiar with any applicable terms or conditions that may apply before accessing or using such products, services, or information.

We may receive compensation from third parties for referring you to the third party, their products or services or to their website. This compensation may impact how and where products appear on the Spring Free Platform, including, for example, the order in which they may appear within listing categories. We may not include all products or offers that may be available to you. We will never submit an application for a financial product or service on your behalf without your express consent.

5. Prohibited Activities

When using the Spring Free Platform and any of our Services, you agree to comply with all applicable laws, rules and regulations, in addition to these Spring Free Terms. We reserve the right to terminate your access to or use of the Spring Free Platform, the Services or your Spring Free Account (or any part thereof) if you fail to comply with any such law, regulation or rule or these Spring Free Terms.

You also agree not to use, or to assist or enable any others to use the Spring Free Platform, your Spring Free Account or any of the Services for any unlawful or fraudulent activity. This includes, but is not limited to the following:

  • Breach any applicable laws or regulations, agreements with third parties, third-party rights, or agreements with us, including these Spring Free Terms and any Master Lease Agreement;
  • Post false, inaccurate, misleading, defamatory, or libelous content, or any other content that includes nudity or other sexually suggestive content, hate speech, threats or direct attacks on an individual or group, any tortious, vulgar, obscene content, content that contains self-harm or excessive violence, or that constitutes abuse or harassment, or is otherwise illegal or in furtherance of harmful or illegal activities;
  • Commit or act in a way that Spring Free determines in its sole discretion damages or disparages the goodwill or reputation of, or reflects unfavorably on Spring Free;
  • Provide false, inaccurate or misleading information to us or any of our third-party service providers, including by impersonating another person or otherwise misrepresenting your affiliate with a person or entity, hiding or attempting to hide your identity;
  • Use any device, software, routine, file, or other tool or technology, including but not limited to any viruses, Trojan Horses, worms, time bombs or cancelbots, intended to damage or interfere with any of the Services or service to any user, host or network, or otherwise attempt to disrupt our business, or to surreptitiously intercept or expropriate any system, data, or personal information from the Spring Free Platform, any of the Services, or the Spring Free network;
  • Probe, scan, or test the vulnerability of the Spring Free Platform or network or breach security or authentication measures without proper authorization;
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to denial of service attacks, “spam”, “flooding”, “mail bombing”, “crashing”, or any other such unsolicited overload technique;
  • Send unsolicited mail, including promotions and/or advertising of products and services;
  • Attempt to use or launch any automated system, including robots, spiders, intelligent agents, software, tools, engineers, or other means to navigate or search the Spring Free Platform other than those generally available through third-party web browsers such as Microsoft Explorer or Google Chrome;
  • Commit unauthorized use of the Spring Free Platform, your Spring Free Account or any of the Services, including but not limited to, unauthorized entry into our systems, access data that is not intended for you, misuse of passwords, or misuses of any information posted to the Spring Free Platform or otherwise made available to us;
  • Modify, copy, distribute, publish, license or sell the Spring Free Platform or any of the Services or any derivative work based on the foregoing;
  • Otherwise invade the privacy of, obtain the identity of, or obtain any personal information about any other customer or user of the Spring Free Platform or any of the Services; 
  • Use the Spring Free Platform or any of the Services for competitive purposes, including to reverse engineer, decompile, or otherwise translate any part of the Spring Free Platform, our Services or any of our technology, including without limitation, by any automated or non-automated “scraping,” or to engage in mystery shopping; or
  • Otherwise using the Spring Free Platform or any of the Services or any content generated by the Services in any way not expressly provided for in these Spring Free Terms or any other terms that may apply.

6. Collection and Use of Data

a. Use and Retention of Financial Information

Subject to our Privacy Policy and any applicable laws, you authorize Spring Free and its service providers to use, display or distribute any of the Transaction Data from your linked Third-Party Accounts to operate, provide, administer, develop and improve the Spring Free Platform and our Services and any other products or services that we may offer or provide to you through the Spring Free Platform from time to time. You authorize Spring Free and its service providers to use Transaction Data in order to determine your eligibility for any Services that may be provided by or through Spring Free. Spring Free and its service providers may, on an aggregated and anonymized basis, use, modify, distribute and create new material using your Transaction Data in order to provide you with Services. We and our service providers may also, on an aggregated and anonymized basis, use, license, reproduce, distribute, and disclose any information about you, your activities and behavior that is derived through your use of the Services or the Spring Free Platform. You agree that, without any particular time limit, and without the payment of any fees, Spring Free and its service providers may use the Transaction Data for the purposes set out above.

YOU ACKNOWLEDGE AND AGREE THAT WHEN WE OR OUR SERVICE PROVIDERS ARE ACCESSING AND RETRIEVING INFORMATION FROM THIRD-PARTY SITES, WE AND OUR SERVICE PROVIDERS ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OF OR ON BEHALF OF THE THIRD PARTY.

We reserve the right to remove, delete, block, edit or modify any Transaction Data in our possession at any time, subject to applicable regulatory retention requirements, without prior notice and in our sole discretion for any reason or no reason. We have no obligation to retain or delete any of your Transaction Data beyond any applicable regulatory retention periods to which we are subject.

b. Host Data

The Spring Free Platform and the Services may have capabilities that allow you to link your profile on a third-party car sharing platform to your Spring Free Account. If you choose to link your profile, you authorize Spring Free and its service providers to collect any electronic data, content, materials and information submitted by you or on your behalf, including without limitation, customer reviews, star ratings, and experience (such as number of trips and number and types of vehicles listed). You acknowledge that information shared under this Section may contain your personally identifiable information as well as personal data concerning your customers, drivers, or other users. You agree that you shall be responsible for providing all required authorizations and language concerning any required consents, disclaimers, or other disclosures, and that you have obtained all required consents under applicable laws for the sharing of that information with us. You must maintain such consents in a shareable format and provide that to us upon reasonable request. If you have not obtained such consents, do not share such personal information with us.

c. Vehicle Data

If you connect an electric vehicle in your fleet to your Spring Free Account (whether or not such electric vehicle is leased from us), then you authorize us and our third-party service providers to, at all times, connect to and access in real time telematics data for that electric vehicle, including but not limited to, odometer, GPS location, battery state of charge, miles of range remaining, tire pressure, charging status, car temperature readings, and speed of the vehicle, and any other similar data pertaining to the vehicle (“Vehicle Data”). Subject to our Privacy Policy and any applicable laws, you authorize us and our third-party service providers to use, display or distribute any of the Vehicle Data to operate, provide, administer, develop and improve our products and services, including to provide you with analytics reporting for fleet management purposes, or to offer third-party products and services, as well as for our internal purposes, such as internal analytics and operational reporting, for troubleshooting, auditing purposes, and for creating aggregated and anonymized data that may be shared with current and future customers, investors, or financial or legal advisors, and for other uses permitted by applicable laws.

You acknowledge that this data collection and use is not contemplated to include or be associated with information relating to an identified or identifiable natural person, such as the driver of that vehicle (“Personal Data”). Unless mutually agreed to between the parties, you will not share with us any Personal Data pertaining to the driver. To the extent that any Personal Data is shared with us with respect to the driver of the vehicle, you represent and warrant that you have provided any and all required documentation and language for any and all authorizations, consents, disclaimers and disclosures or notices as required by applicable law, and have obtained all necessary consents related thereto, including for the sharing of such Personal Data with us, and that you have complied with all other aspects of applicable law with respect to such Personal Data. You will maintain such consents in a format that may be reproduced and shared with us at any time upon request.

If you lease your electric vehicles through us, then the collection and use of Vehicle Data will be governed by the terms of your Master Lease Agreement.

7. Communications

You agree that we and our affiliates, agents, representatives, assigns, successors, and service providers (including attorneys and collection companies), or anyone calling or contacting on our behalf or our assigns’ and successors’ behalf (collectively, the “Messaging Parties”) may contact you by electronic means in lieu of any requirement for mailed notices. In addition, you authorize the Messaging Parties to contact you using automated telephone dialing systems, artificial or prerecorded voice message systems, text messaging systems, and automated e-mail systems in order to provide you with information about the Services, your Spring Free Account, account/lease servicing communications, collection notices, or with any other transactional messages. You authorize the Messaging Parties to make such contacts using the telephone number (including wireless, landline and VOIP numbers) or e-mail address associated with your account and that you have supplied to the Messaging Parties. Automated messages may be played by a machine automatically when the telephone is answered, whether answered by you or someone else. In the event that an agent or representative calls, he or she may leave a message on your answering machine, voice mail, or send one via text. You understand that anyone with access to your telephone or your e-mail account may listen to or read the messages the Messaging Parties leave or send you, and you agree that the Messaging Parties will have no liability for anyone accessing such messages. You further understand that you may incur charges from the company that provides you with telecommunications, wireless and/or Internet services, and you agree that the Messaging Parties will have no liability for such charges. You expressly authorize the Messaging Parties to monitor and record your calls with the Messaging Parties. However, we are not under any obligation to monitor, record, retain, or reproduce such recordings, unless required by applicable laws. You agree that this consent forms part of a bargained-for exchange. If you have the right to revoke text messages and calls to your cell phone or to revoke artificial or prerecorded voice message system calls, you may exercise this right only by calling the Messaging Parties at (424) 298 2409; emailing support@springfreeev.com,  or, to stop text messages, by replying “STOP” to any text message the Messaging Parties send you. To the extent permitted by applicable law, you may not revoke your consent to receiving servicing or collection notices or any other transactional communications about your Spring Free Account or use of Services.

You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to Spring Free or its service providers for the duration of your business relationship, solely to help them identify you or your wireless device and to prevent fraud. See our Privacy Policy for how to see how we treat your data.

8. Failure to Comply with Terms; Termination

We may suspend or terminate your Spring Free Account, and/or deny you access to use the Spring Free Platform or any of our Services, without prior notice, if you engage in any conduct that we believe, in our discretion: (1) violates any part of these Spring Free Terms, (2) violates our rights or those of third parties, (3) fails to comply with any laws or regulations, or (4) is otherwise considered inappropriate. These Spring Free Terms will continue to apply even if you are suspended or terminated. 

You have the right to terminate these Spring Free Terms by emailing us at support@springfreeev.com to deactivate your Spring Free Account, or, when available, by deleting your account through your profile settings in the Spring Free Platform. 

Please note that if you have a Master Lease Agreement executed with us, there are separate termination provisions under that agreement, which are not superseded by this section. Termination of these Spring Free Terms and your Spring Free Account do not automatically terminate any active Master Lease Agreements you have with us.

9. Miscellaneous

a. Intellectual Property

We and our licensors exclusively own all right, title and interest in the Spring Free Platform and the Services, as well as all content, materials or information pertaining to or contained on the Spring Free Platform or in the Services (except for Your Content and any Third-Party Content), and all intellectual property rights associated with the above (including but not limited to copyrights, patents, database rights, graphics, designs, text, logos, trade dress, trademarks and service marks, but excluding Your Content) (together, our “Intellectual Property”). As long as you comply with these Spring Free Terms, we grant you a personal, non-exclusive, non-transferable, limited and revocable license to enter and use the Spring Free Platform, and access the Services. Copying, redistributing, or publishing any part of our Intellectual Property is strictly prohibited, unless otherwise permitted by these Spring Free Terms.

b. Confidentiality

Each of us acknowledges that during the course of using the Services, each party (as “Disclosing Party”) may, directly or indirectly through a third party, disclose to the other party (“Receiving Party”) certain nonpublic and proprietary materials and information (“Confidential Information”). The Receiving Party shall protect the Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. The Receiving Party shall not disclose the Confidential Information to any third party without the Disclosing Party’s prior written consent, except to its own directors, employees, legal and financial advisors, and other agents with a need to know the Confidential Information, and who are subject to confidentiality obligations at least as restrictive as those provided herein. The term “Confidential Information” shall not include any information that (i) is or becomes part of the public domain without breach of this Agreement; (ii) is independently developed by the Receiving Party without use of or reference to the Confidential Information; (iii) is disclosed to the Receiving Party by a third party without restriction; or (iv) was in the Receiving Party’s lawful possession prior to its disclosure by the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information as required by law or court order, provided that the Receiving Party provides prompt prior written notice to the Disclosing Party, and discloses only the portion of the Confidential Information that it is advised by counsel is legally required to be disclosed, and uses its reasonable efforts to ensure confidential treatment is afforded the disclosed portion of the Confidential Information. The Receiving Party agrees that breach of this section would cause Disclosing Party irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, the Disclosing Party will be entitled to injunctive relief against such breach or threatened breach.

c. Non-Disparagement

Neither of us will take any action that will harm the reputation of the other party, or which would reasonably be expected to lead to unwanted or unfavorable publicity to the other party.

d. Relationship of the Parties

The relationship between you and Spring Free are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent and neither party’s employees are eligible for any form or type of benefits, including, but not limited to, health, life or disability insurance, offered by the other party to its employees.

e. Disclaimer of Warranties

THE SPRING FREE PLATFORM, ANY OF OUR SERVICES, CONTENT, INFORMATION AND MATERIALS (INCLUDING ANY THIRD-PARTY CONTENT) MADE AVAILABLE OR IN CONNECTION WITH THE SPRING FREE PLATFORM ARE PROVIDED TO YOU “AS IS” WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND. SPRING FREE AND EACH OF OUR RELATED AND AFFILIATED ENTITIES DISCLAIM ALL STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS WITH RESPECT TO THE SPRING FREE PLATFORM, ANY OF OUR SERVICES, CONTENT, INFORMATION AND MATERIALS (INCLUDING ANY THIRD-PARTY CONTENT) MADE AVAILABLE OR IN CONNECTION WITH THE SPRING FREE PLATFORM, INCLUDING ANY REPRESENTATIONS OR WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE OR THE SPRING FREE PLATFORM, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY CONTENT, INFORMATION OR MATERIALS AVAILABLE THROUGH THE SPRING FREE PLATFORM.

It is possible that applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights. Please note that information on the Spring Free Platform may occasionally be inaccurate, incomplete or out of date. Additionally, third parties may make unauthorized alterations to the Spring Free Platform. We make no representation as to the completeness or accuracy of any information on the Spring Free Platform.

f. Indemnification

Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless Spring Free, each of our related and affiliated entities, our third-party service providers, and any of our or their respective officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates from and against all claims, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of (1) your use of, or activities in connection with, the Spring Free Platform or any of our Services, (2) your violation or alleged violation of these Spring Free Terms or any applicable laws and regulations, or (3) your violation or alleged violation of any intellectual property or other right of a third party.

g. Limitation of Liability

EXCEPT WHERE PROHIBITED BY LAW, NEITHER SPRING FREE, NOR ITS RELATED AND AFFILIATED ENTITIES NOR EACH OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS OR ASSIGNS OF EACH, SHALL BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF MONEYLION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  UNLESS OTHERWISE EXPRESSLY SET FORTH IN A WRITTEN AGREEMENT WITH YOU, OUR MAXIMUM LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO SPRING FREE PLATFORM, ANY OF ITS SERVICES OR ITS CONTENT, MATERIALS OR INFORMATION, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE AMOUNT YOU PAID TO ACCESS OR USE ANY OF THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION OR ANY OTHER SECTIONS IN THESE MONEYLION TERMS OF SERVICE MAY NOT APPLY TO YOU.

h. Arbitration

Any dispute, claim or controversy arising out of or relating to these Spring Free Terms or access to or use of any of the Services or your Spring Free Account, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Spring Free Terms to resolve disputes contained in this paragraph (“Dispute Resolution”), shall be determined by the rules, procedures and processes of Swift Dispute Resolution, LLC (“SDR”) in San Francisco, CA, and to share the cost of arbitration equally. The Dispute Resolution shall be conducted in accordance with the rules, procedures and processes set forth on SDR’s website at www.swiftdisputeresolution.com.  The Parties agree to enter into SDR’s standard form of dispute resolution agreement and that judicial enforcement of any award shall be as provided in such dispute resolution agreement. This Dispute Resolution provision shall not preclude Parties from seeking provisional remedies in aid of this Dispute Resolution provision from a court of appropriate jurisdiction. The Parties shall maintain the confidential nature of the Dispute Resolution process and any decision by SDR, except as may be necessary to prepare for or conduct the SDR process, or except as may be necessary in connection with a court application for a preliminary remedy, enforcement of the dispute resolution, or unless otherwise required by law or judicial decision.  In the event that SDR is not, for reasons of conflict of interest or other reasons, available to act in the matter, the Parties shall mutually agree on a substitute for SDR to conduct the SDR procedures and, absent agreement on such a substitute within 30 days, shall engage the American Arbitration Association to pick such a substitute for conducting the SDR procedures.

i. Governing Law; Venue; Jury Trial Waiver (if Dispute is Not Arbitrated)

These Spring Free Terms shall be governed by and construed in accordance with the internal laws of the State of California, without regard to any otherwise applicable principles of conflict of laws. Each Party hereto submits to the non-exclusive jurisdiction of the State and Federal courts in Santa Clara County, California. Each Party expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court and each Party hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non-conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO WAIVES THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. This Section shall survive the termination of these Spring Free Terms.

j. Claim Limitation

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services, or these Spring Free Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

k. No Third-Party Beneficiaries

There are no third-party beneficiaries under these Spring Free Terms, except to the extent expressly stated herein.

l. Assignment

You may not assign or delegate these Spring Free Terms or any of the terms or conditions hereunder, directly, indirectly, or otherwise without our prior written consent, and any such purported assignment or delegation in violation of this section shall be void. We may assign or transfer these Spring Free Terms without your prior written consent.

k. Waiver; Severability

Any failure by us to exercise any rights or enforce these Spring Free Terms shall not constitute a waiver of such rights or terms. If any provision of these Spring Free Terms, or their application in a particular circumstance shall be held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law. The remainder of these Spring Free Terms or the application of such provision in other circumstances, shall not be affected thereby, and each provision hereof shall be valid and enforced to the fullest extent permitted by law.

m. Force Majeure

Spring Free shall not be liable for any delays in performance nor be deemed to have defaulted or breached these Spring Free Terms for causes beyond its control, including without limitation, an act of God, an act of the public enemy, acts of declared or undeclared war (including acts of terrorism), public disorder, rebellion, sabotage, fire, flood, landslide, earthquake, epidemic, pandemic, government declarations or orders, unusually severe weather, strike, restriction by civil or military authority in their sovereign or contractual capacities, transportation failure, loss or malfunctions of communications or computer (software and hardware) services, power line or other utility failures or interruptions, inability to obtain labor or any other.