Sprout Terms of Service

Last Modified: April 29, 2009

Welcome to Sprout! 

Chipin, Inc., dba “Sprout” (“Sprout”) provides our multimedia widget creation, tracking and distribution platform (“Sprout Builder”), our user generated content and campaign management tool (“Sprout Mixer”) and any other products and services we make available to users (collectively the “Services”) via our website located at www.sproutinc.com  (the “Site”). 

Please read the following important terms and conditions (“Terms of Service”) carefully.  These Terms of Service govern your access to and use of the Site and Services.  These Terms of Service are a legal agreement between you and Sprout and apply to your relationship with Sprout whether you are a Sprout Member, an End User or a visitor just browsing the Site (collectively, “Sprout Users”).  These Terms of Service limit Sprout’s liability and obligations to you, grant us certain rights and allow us to change, suspend or terminate your access to and use of the Site and Services.  An “End User” means a visitor to or user of a widget that was created with or includes the Services.

Certain areas of the Site (and your access to or use of certain Services) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions.  If there is a conflict between these Terms of Service and terms and conditions posted for a specific area of the Site or Services, the latter terms and conditions shall take precedence with respect to your use of or access to that area of the Site or Services.

YOU UNDERSTAND THAT BY CLICKING THE “I AGREE” BUTTON, OR BY USING THE SITE, SERVICES OR YOUR SPROUT ACCOUNT YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE.  IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR SERVICES.  If you agree to these Terms of Service on behalf of a business, you represent and warrant that you have the authority to bind that business to these Terms of Service and your agreement to these terms will be treated as the agreement of the business.  In that event, “you” and “your” will refer and apply to that business.

  1. Modification.  Sprout reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Terms of Service, at any time and without prior notice.  If we modify these Terms of Service, we will post the modification on the Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of the page.  By continuing to access or use the Site or the Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service.  If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Site and the Services.
  1. Eligibility and Account Registration.
    1. In order to access certain features of the Site and Services, and to post any content on the Site or via the Services, you may be required to create a Sprout account and become a “Sprout Member”.  To create an account and become a Sprout Member you must be at least 18 years of age.  Employees, agents or contractors of Sprout may not become Sprout Members.  The Site, Services and access to a Sprout account are not available to temporarily or indefinitely suspended Sprout Members.
    1. When you register with Sprout and set up your Sprout account, you agree to provide Sprout with accurate and complete information. You agree to promptly update your Sprout account information with any new information that may affect the operation of your Sprout account.  You authorize Sprout, directly or through third parties, to make any inquiries we consider necessary or appropriate to verify your Sprout account information.
    1. You will not use false identities or impersonate any other person or use a username or password that you are not authorized to use.   Sprout’s Privacy Policy at http://sproutinc.com/privacy/ contains information about our policies and procedures regarding the collection, use and disclosure of information we receive from Sprout Users.
    1. You are responsible for safeguarding and maintaining the confidentiality of your username, password and corresponding Sprout account information.  You agree not to disclose your password to anyone.  You agree that you are entirely and solely responsible for any and all activities or actions that occur under your Sprout account, whether or not you have authorized such activities or actions.  You agree to immediately notify Sprout of any unauthorized use of your username, password or Sprout account. 
  1. Fees and Billing.
    1. Fees. Please see http://sproutinc.com/products/builder/pricing/ for the rates at which the Services can be purchased which are incorporated herein by reference.  Sprout Members can purchase the Services in a variety of ways: (i) Sprout Members can pay a monthly service fee for the Services (“Service Fee”) or (ii) Sprout Members can pay a one time fee for a one-year service plan for the professional tier account only (“One-Year Service Plan Fee”).
    1. Payment.  All Service Fees are billed in advance on a monthly basis starting 30 days from the date the Sprout Member signed up for a paid account. The first 30 days are free. For monthly billing cycles, recurring payments are collected on the same day of the month. If the initial recurring payment falls on the 31st, PayPal eventually adjusts the billing cycle to the 1st of the month. If the initial recurring payment falls on the 29th or 30th, PayPal adjusts the billing cycle to the 1st of the month on the following February.
      1. All fees are non-refundable. No prorated refunds, credits or upgrade or downgrade related refunds will be provided under any circumstances.  You agree to pay Sprout for all charges at the prices then in effect for use of the Services by you or other persons (including your agents) using your Sprout account, and you hereby authorize Sprout to collect fees by charging the credit card you provide to us as part of your Sprout account information, either directly or indirectly, via a third party online payment service or otherwise.
      1. The Services may include sales tax based on the bill-to address and the sales tax rate in effect at the time your transaction is completed. You will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with your receipt or use of the Services.
      1. Sprout will provide at least sixty (60) days notice of any Service Fee change to Sprout Members who sign up for accounts with monthly Service Fees. Unless the Sprout Member provides notice of cancellation in accordance with Section 7 prior to any new Service Fee going into effect, the Sprout Member will be charged the new monthly Service Fee in accordance with this section.
      1. At least thirty (30) days prior to the end of a Sprout Member’s One-Year Service Plan, Sprout Members will be sent an email message indicating when their one-year service plan will end.  Once a Sprout Member’s one-year service plan is over, the one-year service plan will automatically renew for additional one-year terms (each a “Renewal Term”) at the One-Year Service Plan Fee rate posted on the Site on the date the Renewal Term begins, unless the Sprout Member provides notice of cancellation, in accordance with Section 7, prior to the end of the his or her one-year service plan. 
    1. Upgrading/Downgrading.  Sprout Members who wish to upgrade or downgrade their service plans can do so by logging into SproutBuilder.com and changing their subscription details. You may request an upgrade or downgrade at any time subject to the following terms and conditions:
      1. Upgrading

        Monthly Service Plans – Sprout Members pay a prorated increase in their Service Fee for the remaining time in the billing cycle in which the upgrade is initiated.

        One-Year Service Plans – Sprout Members with One-Year Service Plans who wish to upgrade to the Agency Edition must contact Sprout for Agency Edition pricing. There is no automatic upgrade to the Agency Edition through the Sprout Site.

      1. Downgrading – Downgrades for any type of service plan do not take effect until the next billing cycle (monthly) after the downgrade is initiated.  Downgrading your service plan may cause loss of features, functionality, or projects. Sprout will not be liable to you or any third party for any downgrading and Sprout will have no obligation to maintain any information stored in our data centers related to your account which may become inaccessible thereafter or to forward any information to you or any third party. 
  1. Widget Distribution and Usage. 
    1. Usage Data.  Sprout may collect certain tracking and usage data generated or provided by End Users (“Usage Data”).  Subject to the terms of a party’s privacy policy, each party will have the unrestricted right to use and collect the Usage Data.  For example, Sprout may use cookies, web beacons and similar technology in administrating the Services as further set forth in the Sprout Privacy Policy at http://sproutinc.com/privacy/ . In the event that you choose certain settings or implement certain functionality of the Services, Usage Data may include the personally identifiable information of End Users.
    1. Your Privacy Policy.
      1. If you collect any information or data from End Users in the widgets you create, you will create, post and make available to End Users, either at the primary website on which the widgets are published or as a link in published widgets, your own privacy policy that governs the widgets you create and publish using the Services (“Privacy Policy”).  Such Privacy Policy will include any and all disclosures and election procedures that may be required under applicable laws in light of the provision of the Services contemplated by these Terms of Service, including, without limitation, clear and conspicuous disclosure to End Users about your practices with respect to the collection, use and sharing of user data on or through the Services (including, without limitation, your use of third party service providers) and Sprout’s collection and use of Usage Data.
      1. You agree to comply with the terms and conditions of your Privacy Policy.  In the event that any modifications are made to the Privacy Policy that prohibits or materially impairs Sprout’s ability to provide any of the Services or potentially subjects you or Sprout to claims of third parties or enforcement authorities, Sprout may suspend, discontinue or terminate performance of the Services, at its sole discretion.
    1. Our Privacy Policy and Terms.  Without limiting any other terms in this Agreement, you will not obscure or interfere with any links provided in any widgets created using the Services to the Sprout Privacy Policy, the Sprout Copyright and IP Policy or any terms and conditions governing use of the Services. Any such modification requires the prior written consent of Sprout.
    1. Interactions with Sprout Users.  You are solely responsible for your interactions (including any disputes) with End Users and Sprout does not in any way screen End Users.  Sprout may, but is under no obligation to, monitor or censor any comments made by End Users or content provided by End Users and disclaims any and all liability relating thereto. 
  1. Proprietary Rights and Licenses.
    1. Definitions. Certain types of content are made available through the Site and Services. “Sprout Content” means, collectively, the text, data, graphics, images, Sprout trademarks and logos and other content made available through the Site and Services, including any technology or code making up a widget, excluding User Content.  “User Content” means, collectively, the text, data, graphics, images, photos, audio or video files, communications, bulletin board messages, chat, graphics and other content and information which Sprout Users post, upload, link and otherwise submit to or via the Site or Services, including, any advertisement related content provided via a campaign or the website(s) owned or controlled by a Sprout Member or an End User.
    1. User Content. You retain all rights in your User Content.  However, by uploading, posting, submitting, linking to or otherwise transmitting any User Content on or via the Site or Services, you hereby grant to Sprout a non-exclusive, worldwide, royalty-free, sublicensable, perpetual and irrevocable right and license to use, reproduce, modify, distribute, prepare derivative works of, display, publish, perform, transmit and access your User Content in connection with the Services and Sprout’s (and its successors) business including, without limitation, for promotion and redistributing part or all of the Services (and derivative works thereof), in any media formats and through any media channels. For example, if you deploy our Services and create a widget for online distribution by a third party, you acknowledge and agree that Sprout may make that widget (and any User Content that you add and/or incorporate into such widget) available to our widget publishing partners or similar aggregators for distribution.  You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the foregoing licenses to Sprout.  You acknowledge and agree that your posting of or linking to User Content will comply with our Copyright and IP Policy as set forth in Section 6 below. 
    1. Limitations.  You acknowledge and agree that Sprout may, at its option, reclassify or recategorize any User Content and establish limits concerning User Content, including, without limitation, the maximum number of days that User Content will remain available via the Services or on the Site, the maximum size of any files that may be stored on or uploaded to the Site or Services and the maximum disk space that may be allotted to you for the storage of User Content on Sprout’s servers.  Sprout will have no responsibility or liability for maintaining copies of User Content on our servers, and you are solely responsible for creating back-ups of your User Content. 
    1. Sprout Content.  Sprout owns all right, title and interest, including all worldwide intellectual property rights in the Site, Services, Sprout Content, and any other content made available through the Site or Services contained therein, other than your User Content.  You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, Sprout Content, any other content made available through the Site or Services or related products and services, and except as explicitly described herein, you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Site, Services, Sprout Content or any other content made available through the Site or Services (other than your User Content).
    1. Disclaimer.  Sprout does not guarantee that any content (including, without limitation, Sprout Content or User Content) will be made available through the Site or Services, continuously or at all.  WHILE SPROUT IS UNDER NO OBLIGATION TO DO SO, SPROUT RESERVES THE RIGHT TO REMOVE AND PERMANENTLY DELETE ANY CONTENT FROM THE SITE OR SERVICES WITHOUT NOTICE, AND FOR ANY REASON SPROUT DEEMS SUFFICIENT. Sprout does not have any obligation to monitor the User Content that is uploaded, posted, submitted or otherwise transmitted using the Site or Services, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the User Content or anything said, depicted or written by Sprout Members or End Users, including, without limitation, any information obtained by using the Site or Services. Sprout does not endorse any User Content or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Sprout with respect thereto.
  1. Copyrighted Materials: No Infringing Use.  You will not use the Site or Services to offer, display, distribute, transmit, route, provide connections to or store any User Content or any other material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. Sprout has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders.  The Sprout Copyright and IP Policy is available at http://sproutinc.com/copyright/. In compliance with the safe harbor provision(s) of the Digital Millennium Copyright Act of 1998 (“DMCA”), Sprout reserves the right to take down any and all content posted via use of the Watershed Services at any time in its sole discretion. Without limiting other provisions herein, you will assist Sprout with any such compliance activities.  Towards those ends, you will: 
      1. adopt a policy that complies with the eligibility requirements for the DMCA safe harbors; require End Users to agree to such a policy as a condition for using the Services; and reasonably enforce and implement said policy;
      1. satisfy all other DMCA requirements for safe harbor eligibility; and
      1. immediately upon receipt of any claims of copyright infringement committed using the Services (“Notices of Alleged Infringement”) forward such notices to Sprout at legal@sproutinc.com.
  1. Termination or Suspension of the Site or Services.  Without limiting other remedies, Sprout reserves the right in its sole discretion, at any time, to modify, discontinue or terminate the Site or Services or to modify or terminate these Terms of Service without advance notice. Modifications to these Terms of Service or any policies will be posted on the Site or made in compliance with any notice requirements set forth in this Agreement. If any modification is not acceptable to you, your only recourse is to cease using the Site and Services.  By continuing to use the Site or Services following any posting of a new Terms of Service or other policies on the Site, you accept and agree to be bound by the new term or policies. In addition, Sprout may notify authorities or take any actions it deems appropriate, without notice to you, if Sprout suspects or determines, in its own discretion, that you may have or there is a significant risk that you have (i) failed to comply with any provision of these Terms of Service or any policies or rules established by Sprout; or (ii) engaged in actions relating to or in the course of using the Site or Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Sprout Users, Sprout, any other third parties or the Site or Services.

Subject to Section 3, you may terminate your Sprout account at any time and for any reason.

Any suspension, termination or cancellation will not affect your obligations to Sprout under these Terms of Service (including, without limitation, the rights granted by you to Sprout, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.   After any termination, you understand and acknowledge that we will have no further obligation to provide the Site or Services and all licenses and other rights granted to you by these Terms of Service will immediately cease. Sprout will not be liable to you or any third party for termination of the Site or Services or termination of your use of either.  UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION (INCLUDING THE CONTENT MAKING UP A CAMPAIGN) WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, Sprout will have no obligation to maintain any information stored in our data centers related to your account or to forward any information to you or any third party. 

  1. Obligations for Sprout Users.  You agree not to do any of the following while using the Site, Services or Sprout Content:
    • Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances (including but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances).
    • Use, display, mirror, frame or utilize framing techniques to enclose the Site, or any individual element or materials within the Site, Sprout’s name, any Sprout trademark, logo or other proprietary information, the content of any text or the layout and design of any page or form contained on a page, without Sprout’s express written consent;
    • Access, tamper with, or use non-public areas of the Site, Sprout’s computer systems, or the technical delivery systems of Sprout’s providers;
    • Attempt to probe, scan, or test the vulnerability of any Sprout system or network or breach any security or authentication measures;
    • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Sprout or any of Sprout’s providers or any other third party (including another user) to protect the Site, Services or Sprout Content;
    • Attempt to access or search the Site, Services or Sprout Content or download Sprout Content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Sprout or other generally available third party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox or Safari);
    • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
    • Use any meta tags or other hidden text or metadata utilizing a Sprout trademark, logo URL or product name without Sprout’s express written consent;
    • Use the Site, Services or Sprout Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Service;
    • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Sprout Content to send altered, deceptive or false source-identifying information;
    • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Sprout Content;
    • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;
    • Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission;
    • Impersonate or misrepresent your affiliation with any person or entity;
    • Violate any applicable law or regulation; or
    • Encourage or enable any other individual to do any of the foregoing.

Sprout will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site security issues, to the fullest extent of the law.  Sprout may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service.  You acknowledge that Sprout has no obligation to monitor your access to or use of the Site, Services or Sprout Content or to review or edit any User Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.  Sprout reserves the right, at any time and without prior notice, to remove or disable access to any Sprout Content, including, any User Content, that Sprout, in its sole discretion, considers to be in violation of these Terms of Service or otherwise harmful to the Site or Services.

  1. Sprout Software.
    1. License Grant.  Subject to your compliance with the terms and conditions of these Terms of Service, Sprout grants you a non-exclusive, revocable and non-transferable license to install and use the executable form of the software provided by Sprout via the Site and its related documentation (“Software”), without modification, solely to partake of the Services. Notwithstanding the foregoing sentence, in the event that the Software includes an API, you may modify the API solely for purposes of developing, implementing and integrating interfaces to the Services, and copy and distribute any example code provided with the API, solely in object code form and solely as integrated into your software and services for purposes of integrating with the Services. You may make a single copy of the Software for backup purposes.  Sprout reserves all rights in the Software not expressly granted to you in these Terms of Service.
    1. Restrictions.  You may not transfer, sublicense, lease, lend, rent or otherwise distribute the Software to any third party or use it in any manner that is unlawful or inconsistent with these Terms of Service.  Except as expressly specified in these Terms of Service, you may not: (a) copy or modify the Software; or (b) make the functionality of the Software available to multiple users through any means, including, without limitation, by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau or any other type of services.  You acknowledge and agree that portions of the Software, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Sprout and its licensors.  Accordingly, you agree not to disassemble, decompile or otherwise reverse engineer the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.  The Software is licensed, not sold.  Sprout and its licensors own all rights, title, and interest in and to the Software, including all intellectual property rights therein.  The Software is protected by United States copyright law and international treaties.  You will not delete or in any manner alter the copyright, trademark and other proprietary rights notices or markings appearing on the Software or any backup copies thereof.
  1. Feedback.  We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services (“Feedback”).  You may submit Feedback by emailing us at feedback@sproutinc.com or through the “Help” section of the Site.  You acknowledge and agree that all Feedback will be the sole and exclusive property of Sprout and you hereby assign and agree to assign all rights, title and interest you have in such Feedback to Sprout together with all intellectual property rights therein. 
  1. Sprout Promotions.  Sprout may operate sweepstakes, contests and similar promotions (collectively, “Promotions”) through the Site.  You should carefully review the rules (e.g., the “Official Rules”) of each Promotion in which you participate through the Site, as they may contain additional important information about Sprout’s rights to and ownership of the submissions you make as part of the Promotions and as a result of your participation in such Promotion.  To the extent that the terms and conditions of such Official Rules conflict with these Terms of Service, the terms and conditions of such Official Rules will control.
  1. Indemnity. You agree to defend, indemnify, and hold Sprout, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, Services or Sprout Content, or your violation of these Terms of Service.
  1. Limitation of Liability.  YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND SPROUT CONTENT REMAINS WITH YOU.  NEITHER SPROUT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES OR SPROUT CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR SPROUT CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SPROUT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  YOU SPECIFICALLY ACKNOWLEDGE THAT SPROUT IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER SPROUT USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.  FURTHER, SPROUT WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT (INCLUDING ANY THIRD PARTY APPLICATIONS) UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICES.

IN NO EVENT WILL SPROUT’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR SPROUT CONTENT EXCEED THE GREATER OF THE AMOUNT PAID BY YOU TO SPROUT OR TWENTY-FIVE U.S. DOLLARS ($25).  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SPROUT AND YOU SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

  1. Proprietary Rights Notices.  All trademarks, service marks, logos, trade names and any other proprietary designations of Sprout used herein are trademarks or registered trademarks of Sprout. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
  1. Third Party Applications.  We may offer you the ability to use or access third party web applications or services in connection with your use of the Services.  Sprout does not control such applications or services. Without limiting the terms of Section 13, you acknowledge and agree that Sprout (i) is not responsible for the operation of any third party application or services or your use thereof in connection with the Services, and (ii) will have no liability to you or any third party for any harms, injuries or losses suffered as a result of your use or access to such applications or services. For example, if you have any issues with a third party application or service, please direct your inquiries to such third party. Sprout will not provide any assistance in this regard.

 

  1. Controlling Law and Jurisdiction. These Terms of Service and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.  The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the state and federal courts located in San Francisco, California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
  1. Entire Agreement.  These Terms of Service constitute the entire and exclusive understanding and agreement between Sprout and you regarding the Site, Services and Sprout Content and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between Sprout and you regarding the Site, Services and Sprout Content.
  1. Assignment. You may not assign or transfer these Terms of Service, by operation of law or otherwise, without Sprout’s prior written consent.  Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and of no effect.  Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.
  1. Notice; Consent to Electronic Notice. You consent to the use of (a) electronic means to complete these Terms of Service and to deliver any notices pursuant to these Terms of Service or the use of your personal information (including any notices regarding privacy or information security) and (b) electronic records to store information related to these Terms of Service or your use of the Site or Services.  Any notice or other communication to be given hereunder will be in writing and given (x) by Sprout via email (in each case to the address that you provide), (y) a posting on the Site or (z) by you via email to legal@sproutinc.com or to such other addresses as Sprout may specify in writing.  The date of receipt will be deemed the date on which such notice is transmitted.
  1. Force Majeure. Sprout will not be liable to you by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, failure of the internet or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to Sprout infrastructure or connectivity to the internet or failure at an Sprout co-location facility (each a “Force Majeure Event”).  Upon the occurrence of a Force Majeure Event, Sprout will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues, and for such further period of time that Sprout may reasonably require to recover from the effects of such Force Majeure Event.
  1. General. The failure of Sprout to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision.  The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Sprout.  Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise.  If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect.
  1. Questions.  If you have questions about these Terms of Service please contact Sprout by emailing us at legal@sproutinc.com.