Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Sprout Platform, you agree to comply with and be bound by these Terms.
Please note: Section 16 of these Terms contains an arbitration clause and class action waiver that applies to all Sprout Subscribers. It affects how disputes with Sprout are resolved. By accepting these Terms, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
These Terms constitute a legally binding agreement ("Agreement") between you and Sprout (as defined below) governing your access to and use of the Sprout websites, including any subdomains thereof, and any other websites or digital platforms through which Sprout makes its services available (collectively, "Site"), all associated Services (defined below) made available by Sprout, and any mobile, tablet and other smart device applications, and application program interfaces used to access the Services (collectively, "Application”). The Site, Application and Services together are hereinafter collectively referred to as the “Sprout Platform”. All other terms and policies applicable to your use of the Sprout Platform are incorporated by reference into this Agreement and can be accessed via the Site.
When these Terms mention “Sprout,” “we,” “us,” or “our,” it refers to Sprout Studio Inc., a company incorporated pursuant to the federal laws of Canada and located at 138 Main Street West, Port Colborne, Ontario, L3K 3V2, Canada, and our affiliates and subsidiaries (as applicable).
Our collection and use of personal information in connection with your access to and use of the Sprout Platform is described in our Privacy Policy (“Privacy Policy”).
Any and all payment processing services through or in connection with your use of the Sprout Platform ("Payment Services") are provided to you by Sprout or one or more Third-Party Service Providers as set out in in the Payment Processing Agreement and the Payments Terms of Service ("Payments Terms").
Table of Contents
- 1. Definitions
- 2. Eligibility, Using the Sprout Platform, Verification
- 3. Modification of these Terms
- 4. Account Registration
- 5. Scope of Services
- 6. Subscription Fees
- 7. Content
- 8. Modifications and Cancellations
- 9. FlowPay
- 10.Taxes
- 11.Prohibited Activities
- 12.Term and Termination, Suspension and other Measures
- 13.Disclaimers
- 14.Liability
- 15.Indemnification
- 16.Dispute Resolution
- 17.Feedback 18.applicable law and Jurisdiction
- 19.General Provisions
1. Definitions
1.1 “Subscriber” shall refer to the purchaser of the Services provided by Sprout and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on Subscriber’s behalf.
1.2 “Client” means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client of a Subscriber.
1.3 “Additional Subscriber” shall mean an individual Subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the User Account of the Subscriber as a user.
1.4 “Services”
shall mean any software or services provided on or through the Sprout Platform, including but not limited to customer relationship management (CRM) software, FlowPay and other Payment Services, galleries, communication and messaging platforms, appointment scheduling software, marketing campaign builder and related automations and artificial intelligence (AI) tools, whether offered by Sprout directly or through a third-party affiliate, and including any other services of any nature or type that are offered by Sprout from time to time to Subscribers on the Sprout Platform.
1.5 “User”
or “Users” or “You”shall mean Subscriber, Additional Subscriber and/or Client, as applicable, and any other individual or entity which accesses or uses the Sprout Platform.
1.6 “User Services”
shall mean any of those products or services provided or transactions engaged in between Users on or through the Sprout Platform.
2. Eligibility, Use and Verification
2.1 Eligibility.
In order to access and use the Sprout Platform, purchase or use any Services or register a Sprout Account, you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established and able to enter into legally binding contracts. You must be of legal age to form a binding contract to register an account (in many jurisdictions, this age is 18).
2.2 Additional Requirements.
Sprout may make access to and use of the Sprout Platform, or certain areas or features of the Sprout Platform (such as the Payment Services), subject to certain conditions or requirements, such as completing a verification process or submission of required information (such as articles of incorporation, driver’s license, identification details, entity verification documents or third-party verification).
2.3 Additional Terms and Policies.
The access to or use of certain areas and features of the Sprout Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions (including, where applicable, the Sprout Studio Additional Terms and Conditions), before you can access the relevant areas or features of the Sprout Platform, each of which shall form part of these Terms hereof. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Sprout Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions. Each of these latter terms and conditions form part of these Terms.
2.4 Government Embargos.
You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor your service(s) are located or take place in a country that is subject to a Canadian Government embargo, or that has been designated by the Canadian Government as a "terrorist supporting" country, and (ii) you are not listed on any Canadian Government list of prohibited or restricted parties.
2.5 User Verification.
User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any User’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Users to provide a form of government identification or other information or undertake additional checks designed to help verify their identities or backgrounds, (ii) screen Users against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a User, obtain reports or request that you obtain report from public records of criminal convictions or an equivalent version of background checks in your local jurisdiction (if available). Notwithstanding the foregoing, Sprout does not guarantee the validity or authenticity of any User, and all Users are cautioned to verify the validity of the same before taking an adverse action regarding their current circumstances. Each Subscriber is solely responsible for verifying the accuracy of any Client. Each Client is solely responsible for verifying the accuracy of any Subscriber and/or Additional Subscriber.
2.6 Third-Party Verification Services.
When you create a User Account or use certain Services (such as the Payment Services), Sprout may require that you verify your identity through different options, including verification via a third-party service (“Third-Party Verification Services”). Sprout does not verify the identity of any User and is not responsible for verifying any User prior to their use of the Sprout Platform. When using any Third-Party Verification Services, you will be providing your information to and engaging directly with the Third-Party Verification Services. In the event that you use Third-Party Verification Services, you agree the Third-Party Verification Service is solely responsible any collection, use, storage, processing, or loss of data you provide to them, and any legal obligations related to such activities, including the capture or storage of any personal information, data or identifiers.
2.7 API Access.
Subscribers and Additional Subscribers are permitted to access and use the Sprout Platform using an application program interface (“API”) subject to the following conditions:2.7.1 Any use of the Services using an API, including use of an API through Third-Party Services (such as Zapier or Adobe) that accesses and uses the Sprout Platform and/or Services, shall be governed by these Terms;
2.7.2 Sprout shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if advised of the possibility of such damages in advance), resulting from any use of an API or Third-Party Services that access and use the Sprout Platform and/or Services via an API;
2.7.3 Excessive use of the Sprout Platform and/or Services using an API, as determined by Sprout in its sole discretion, may result in temporary or permanent suspension of access to the Sprout Platform and/or Services via an API; and
2.7.4 Sprout reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Sprout Platform and/or Services via an API, with or without notice.
3. Modification of these Terms
Sprout reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Sprout Platform. Changes to these Terms shall be effective immediately upon posting, and you understand and agree that if you use the Sprout Platform after the date on which the Terms have changed, Sprout will treat your access to or use of the Sprout Platform or any Services thereof as acceptance of the revised Terms. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement with us, your continued access to the Sprout Platform or use of any Services will constitute acceptance of the revised Terms.
4. Account Registration
4.1 Account Registration.
You must register an account ("User Account") to access and use many features of the Sprout Platform. If you are registering a User Account for a business, organization or other legal entity, you represent and warrant that you have full capacity and authority to enter into these Terms on behalf of such business, organization or other legal entity (the “Legal Entities”), to legally bind that business, organization or entity and grant us all permissions and licenses provided for in these Terms.
4.2 Registration Process.
You can register a Sprout Account by providing us with your full legal name, your phone number, a valid email address and any other information reasonable requested by the Sprout Platform. To register a Sprout Account on behalf of a Legal Entity, you must first register with your full legal name on behalf of such Legal Entity, as it’s authorized representative and signing authority, following which, you may link the Legal Entity’s details to the Sprout Account upon completion of the registration process. You may be given the option to register a Sprout Account with certain third-party social networking services, such as Facebook or Google ("SNS Account"), and where such option is available, you will have the ability to disable the connection between your Sprout Account and your SNS Account at any time, by accessing the "User Modal" section of the Sprout Platform. Once your account is registered, Sprout will provide you with a secure code via email. If you are an Additional Subscriber, Subscriber may invite you to the Sprout Platform and Subscriber’s User Account and Sprout will provide the Authorized user with login credentials via email.
4.3 Accuracy of Account Information.
You must provide accurate, current and complete information during the registration process and keep your User Account information up-to-date at all times. Failure to provide accurate, current and complete information may cause delay and disruptions to your use of the Sprout Platform, including the inability to use certain Services, or where Sprout cannot obtain any required information within a reasonable period of time, Sprout may terminate your User Account.
4.4 Account Limit.
You may not register more than one (1) User Account unless Sprout authorizes you to do so. You may not assign or otherwise transfer your User Account to another party, except with the express written permission of Sprout.
4.5 Account Confidentiality.
Upon the creation a User Account, the User will be provided with a unique identifier (i.e. username based on the user’s email address) and will be prompted to create a secure password (together, the “Credentials”) to access and use the Sprout Platform and Services. You are responsible for maintaining the confidentiality and security of your Credentials and may not disclose such information to any third party. Credentials shall only be used by the User to whom it is assigned, and shall not be shared with, or used by any other person, including other Users. You are also responsible for maintaining the confidentiality and security of any information submitted to Sprout or the Sprout Platform, including information submitted on behalf of an Additional Subscriber under your User Account, and you may not disclose any such information to any third party. You must immediately notify Sprout if you know or have any reason to suspect that any information under your User Account or your Credentials have been lost, stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your User Account. You are liable for any and all activities conducted through your User Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your Credentials).
4.6 Additional Subscribers.
Subscriber may invite Additional Subscribers and certain third parties to take certain actions on the Subscriber’s User Account. For example, a Subscriber may invite employees or agents as Additional Subscribers on the Subscriber’s account or we may enable eligible Subscribers and certain third parties to use any Services that are available to the Subscriber. These features do not require that you share your private login credentials with any other person. No third party is authorized by Sprout to ask for your credentials, and you shall not request the credentials of another User. Subscribers are responsible for all use of the Services by Additional Subscribers on the list of active Additional Subscribers associated with the Subscriber’s subscription to the Sprout Platform.
4.7 Suspicious Activity.
If Sprout suspects (in Sprout’s sole discretion) any unauthorized access to a User Account or that there is suspicious activity in relation to a User Account, Sprout retains the right, but does not have any obligation, to suspend any User Account and take any other related action, and each User agrees to assist Sprout in executing such actions, which may involve your resetting of passwords or taking other measures, as may be deemed necessary or reasonably required by Sprout.
5. Scope of Services
5.1 General.
Notwithstanding Sprout’s provision of the Services, Sprout does not take any responsibility toward, nor provide any guarantee or warranty, with respect to the quality, accuracy and completion of any User Services. Furthermore, Sprout takes no responsibility toward, and makes no representation about, any User Services and whether or not such Users are in compliance with any legal, regulatory and licensing requirements in the course of providing their respective services to each other or to other third-parties.
5.2 Sprout Platform.
As the provider of the Sprout Platform and unless explicitly stated otherwise, Sprout does not own, create, sell, resell, provide, control, manage, offer, deliver, supply, or complete any User Services on behalf of any User or third-party. Sprout does not take any responsibility toward, nor provide any guarantee or warranty, with respect to User Services which are inaccurate, undelivered, of poor quality, timely, and/or incomplete.
5.3 User Services.
When Users (as applicable) access or use User Services as provided by Subscribers (including any Additional Subscribers acting on behalf of such Subscriber), Users are entering into a contract directly with such Subscriber to purchase, acquire or utilize such User Services, which shall in turn be provided and delivered by such Subscriber. When Users obtain User Services, they may also be entering into a contract directly with a Third-Party Service Provider who has entered into a separate contract directly with the Subscriber in relation to the User Services being provided by such Subscriber (for example, when a Subscriber is offering print lab User Services, the Subscriber is contracting directly with a third-party print lab which is a Third-Party Service Provider). Sprout is not and does not become a party to or other participant in any contractual relationship between any Additional Subscribers, Users and Third-Party Service Providers in the provision of User Services. Sprout does not itself provide or arrange for any User Services. Sprout is not responsible for the preparation, delivery or fulfillment of any User Services to any User, and is not acting as an agent in any capacity for any Additional Subscriber, User or Third-Party Service Provider, except as explicitly provided otherwise in these Terms.
5.4 Your Relationship With Us.
If you choose to use the Services, your relationship with Sprout is limited to being a customer, and not an employee, agent, independent contractor, joint venturer or partner of Sprout for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Sprout. Sprout does not, and shall not be deemed to, direct or control you generally or in your use of the Services or performance under these Terms, and assumes no liability with respect to any acts or omissions and any issue which arises between Users. You acknowledge and agree that you have complete discretion whether to agree to use the Services or otherwise engage in other activities.
5.5 Modifications.
Sprout reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Services, with or without notice, provided that Sprout will provide Subscribers with 30 days advance notice of any modification that materially reduces the functionality of the Services. Continued use of the Sprout Platform or Services following any modification shall constitute acceptance of the modification or discontinuance.
5.6 No Guarantee.
While we may help facilitate the resolution of issues or disputes (including payment chargebacks), Sprout has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Services or User Services, (ii) the truth or accuracy of any content on the Sprout Platform, (iii) the performance or conduct of any User, vendor or third-party, or (iv) any User Services. Users should always exercise due diligence and care when deciding whether to use or participate in the Services, or communicate and interact with others through the Services, whether online or in person. Any media content on the Sprout Platform are intended only to indicate a photographic or videographic representation of the Services or User Services (as applicable) at the time the photo or video was taken, and are therefore not an endorsement by Sprout of what the Services or User Services entail. Sprout does not endorse or make any representation, warranty or guarantee regarding any User, Third-Party Service Provider, product, service or integration referenced or used in or as part of any Services, and any use or display by Sprout is not an endorsement, certification or guarantee by Sprout about the same, including, but not limited to, the ability, competence, quality or qualifications of any person or entity. Sprout is simply the provider of the Sprout Platform and, subject to these Terms, is only responsible for ensuring Users have access to the Sprout Platform.
5.7 Promoting Sprout.
To promote the Sprout Platform and to increase the exposure of Services to potential Subscribers, Services and other Collective Content (but not including any personal identifying information) may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist users who speak different languages, Services and other Collective Content may be translated, in whole or in part, into other languages. Sprout cannot guarantee the accuracy or quality of such translations and Subscribers are responsible for reviewing and verifying the accuracy of such translations. The Sprout Platform may contain translations powered by Google or other third-parties. Sprout disclaim all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.
5.8 Third Party Services.
The Sprout Platform and Services may contain links to or integrations with third-party websites, resources, services or products (“Third-Party Services”), such as e-mail or calendar integrations (i.e. Microsoft or Google), payment processors (see Payment Policies for more information), other integration platforms (i.e. Zapier), image or video editing platforms (i.e. Adobe Lightroom), print laboratories (i.e. White House Custom Colour or Freedom Print Labs) and more. Such Third-Party Services may be subject to different terms and conditions and privacy practices. Sprout is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, plug-ins or services available from such Third-Party Services. Links to or integrations with such Third-Party Services are not an endorsement by Sprout of such Third-Party Services. Please be aware that any goods and services provided by Third-Party Services may be subject to separate terms and conditions and liability waivers, as well as local laws and regulations. BY USING OR ENABLING ANY THIRD PARTY SERVICES, YOU EXPRESSLY ACKNOWLEDGES THAT ANY LIABILITY AND REMEDIES RELATED TO THIRD PARTY SERVICES IS WHOLLY GOVERNED BY THE APPLICABLE THIRD PARTY AGREEMENT AND SPROUT DISCLAIMS ALL LIABILITY RELATED TO ANY SUCH THIRD PARTY SERVICES.
5.9 Service Availability.
Due to the nature of the Internet and telecommunication services, Sprout cannot guarantee the continuous and uninterrupted availability and accessibility of the Sprout Platform or any Services. Sprout reserves the right at any time, and from time to time, to restrict or temporarily suspend the availability of the Sprout Platform or certain areas or features thereof, with or without notice, if this is necessary in view of operational reasons, including, but not limited to, capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Sprout Platform. Sprout may improve, enhance and modify the Sprout Platform and to introduce, remove, change or update any Services from time to time.
5.10 Communications.
By providing your mobile number to Sprout, you agree to receive telephone calls and SMS messages from Sprout, including promotions, alerts, and updates.Sprout, certain Additional Subscribers, and/or our respective third-party service providers may contact you via voice, text and/or email at the phone number(s) and/or email address(es) you provided to us for the following purposes: (i) to provide notifications related to Services or User Services (as applicable); (ii) to facilitate scheduling or orders; (iii) in relation to the fulfillment of User Services; and (iv) to address issues as they arise. You understand and consent that such messages may be sent using an automatic telephone dialing system. Please note that standard voice, data and message rates will apply for all forms of communication. Please contact your mobile phone carrier for details. You may opt out of Sprout’s text messages by texting STOP in response to a SMS. To re-enable texts, you can text START in response to an unsubscribe confirmation SMS. You may also opt out of certain Sprout email communications by following the unsubscribe link at the bottom of a Sprout email.
5.11 Data Management.
While Sprout may maintain certain data, information and User Content that Users transmit to, on or through the Sprout Platform, each User acknowledges and agrees that the Sprout Platform and Services are not a back-up solution or data storage solution and each User is solely responsible for all data, information and User Content that is transmitted or relates to any use of the Sprout Platform, Services or any other activity undertaken thereof. Each User agree that Sprout shall have no liability whatsoever for any loss or corruption of any such data, information or User Content, and each User hereby waives any right of action against Sprout arising from any such loss or corruption of such data, information or User Content.
6. Content
6.1 General.
Sprout may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Sprout Platform ("User Content"); and (ii) access and view User Content and any content that Sprout itself makes available on or through the Sprout Platform, including proprietary Sprout content and any content licensed or authorized for use by or through Sprout from a third party ("Sprout Content" and together with User Content, "Collective Content"). Sprout does not review, approve or pre-screen any User Content and Sprout does not claim any intellectual property rights with respect to any such User Content.
6.2 Public Content.
Each User that uses the Sprout Platform and/or Services to share or make available certain User Content to the public is deemed to acknowledge and agree that everyone will have access to such User Content (“Public Content”). It is the responsibility of each User to determine if the Public Content being shared is appropriate. Sprout reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates these Terms, including, but not limited to, removal of such Public Content.
6.3 Intellectual Property Rights.
The Sprout Platform and Collective Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Canada and other countries. You acknowledge and agree that the Sprout Platform and Sprout Content, including all associated intellectual property rights, are the exclusive property of Sprout and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Sprout Platform or any Collective Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Sprout used on or in connection with the Sprout Platform and Sprout Content are trademarks or registered trademarks of Sprout in Canada and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Sprout Platform, Sprout Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
6.4 Restrictions on Use of Sprout Content.
You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Sprout Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Sprout or its licensors, except for the licenses and rights expressly granted in these Terms. You agree not to knowingly use the Sprout Platform and/or Services in any manner which may infringe on the intellectual property rights.
6.5 Your IP Usage Rights.
Subject to your compliance with these Terms, Sprout grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) view any Services that you have purchased on your personal device(s); and (ii) access and view any Collective Content made available on or through the Sprout Platform and accessible to you, solely for your personal and non-commercial use.
6.6 Grant of License.
By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Sprout Platform, you grant to Sprout a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or, upon receiving express written permission, promote the Sprout Platform, in any media or platform. Insofar as User Content (including Promotional Materials) includes personal information, such User Content will only be used for these purposes if such use complies with applicable data protection laws and in accordance with our Privacy Policy. Unless you provide specific consent, Sprout does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.
6.7 Content Uploaded By You.
You are solely responsible for all User Content that you make available on or through the Sprout Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Sprout Platform or you have all rights, licenses, consents and releases that are necessary to grant to Sprout the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Sprout's use of the User Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
6.8 Restrictions on Content Submissions.
You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates these Terms or any other Sprout policy. Sprout may, without prior notice, remove or disable access to any User Content that Sprout finds to be in violation of applicable law, these Terms or Sprout’s then-current policies, or otherwise may be harmful or objectionable to Sprout, its Users, third parties, or property.
6.9 Respecting Copyrights.
Sprout respects copyright law and expects its Subscribers to do the same. If you believe that any content on the Sprout Platform infringes copyrights you own, please contact us.
7. Subscription Fees
7.1 User Service Fee.
Clients may be charged fees by Additional Subscribers in relation to any User Services provided to Clients by such Additional Subscribers (“User Fees”). Such User Fees are solely in the discretion of Additional Subscribers and Sprout has no control or liability whatsoever for such User Fees. All User Fees paid on or through the Sprout Platform are provided by Payment Processor and are subject to all applicable terms and conditions applicable thereof.
7.2 Sprout Service Fees.
Access to the Sprout Platform and certain Services may be free, while others may have costs associated with them. Sprout may charge fees to Subscribers on a subscription basis ("Service Fees"), which shall include any applicable Taxes, payment processing fees, and any other fees in addition to or related to Service Fees, in consideration for their use of the Sprout Platform and any Services therein. Subscribers are responsible for paying any Service Fees (and any applicable Taxes and other fees) that are owed to Sprout. Except as otherwise provided on the Sprout Platform, Service Fees are non-refundable. More information about when Service Fees apply and how they are calculated can be found on our Service Fees page.
7.3 Collection.
Any applicable Service Fees (including any applicable Taxes) will be displayed to or otherwise shared with Subscriber upon registering a User Account and selecting a subscription option to use and access the Sprout Platform (“Subscription”). Certain portions of the Sprout Platform and/or Sprout Services may only be used upon payment of applicable Services Fees and only to certain Subscriptions. All applicable Service Fees under a Subscription will be charged upon purchase and when a valid Payment Method has been provided, unless states otherwise by our Payment Policies.
7.4 Subscription Terms.
Upon agreeing to a Subscription, Subscriber shall be bound by the minimum term indicated as part of such Subscription (“Term”) and shall be responsible for the applicable Service Fees thereof. The Term may be: (1) one month, which means that the Subscriber has subscribed for a month-to-month Subscription (“Monthly Subscription”); (2) annual, which means that the Subscriber has subscribed for an annual Subscription (“Annual Subscription”; or (3) such other term of subscription (such as customized Subscriptions for terms exceeding one (1) calendar year or covering multiple subsidiaries or affiliates of Subscriber) as indicated prior to the Subscriber confirming which Subscription it has selected and agreed upon (“Other Subscription”). Sprout may offer certain discounts in the event that Subscriber agrees to a longer Term, such as an Annual Subscription.
7.5 Subscription Renewal.
PLEASE BE ADVISED THAT YOUR SUBSCRIPTION TO THE SPROUT PLATFORM WILL RENEW AUTOMATICALLY ON THE RENEWAL DATE. IF YOU ARE PAYING BY CREDIT CARD, AUTOMATED CLEARING HOUSE OR DIRECT DEPOSIT, YOUR CREDIT CARD OR BANK ACCOUNT (AS APPLICABLE) WILL BE AUTOMATICALLY CHARGED ON THE RENEWAL DATE AND YOU WILL BE DEEMED TO HAVE RENEWED FOR THE SAME SUBSCRIPTION UNDER YOUR USER ACCOUNT PRIOR TO SUCH RENEWAL. Upon being charged, Sprout shall issue the Subscriber a receipt for payment.
7.6 Change of Fees.
Sprout reserves the right to change the Service Fees applicable to any Subscription at any time by posting such changes on the Sprout Platform. Such fee changes will not affect any Subscription agreed to prior to the effective date of the fee change. Upon a renewal of any Subscription, the updated Service Fee shall apply to the renewal. Sprout may, at any time, upon notice of at least 30 days advance notice, or a longer period if required by applicable law, change the Service Fees applicable to any Subscription, or any part thereof, or institute new charges or fees. If Subscriber is subscribed for a Term which has been prepaid, price changes and institution of new charges implemented after your prepayment will go into effect for the Subscriber’s next Term and the updated fees will be subtracted from your prepayment. If you do not agree to any such price changes, then your sole remedy is to cancel the Subscription and stop using the Sprout Platform prior to the commencement of the renewal subscription period for which the price change applies. You are at all times responsible for initiating the cancellation of any Subscription to the Sprout Platform in accordance with these Terms.
7.7 Non-Payment.
If your Payment Method is not accurate, current and complete or otherwise cannot be charged, Sprout will notify you and you will need to update your payment information. Upon any payment failure, Sprout shall have the right to make additional payment attempts to complete payment. In the event you do not update your payment information within 21 days of Sprout’s notice, your access to the Sprout Platform and/or Services may be suspended and you will need to update your card information in order to resume use of the Sprout Platform. There will be no refunds or credits for partial months of service. To reactive a User Account which has been suspended due to payment failure, the Subscriber must pay all past due amounts first including any Service Fees owed for the new Subscription. Sprout may participate in programs supported by your credit card provider to try to update your payment information, and you authorize Sprout to continue billing your account with the updated information that Sprout obtains.
7.8 Cancellation of Subscriptions.
If you cancel your Subscription, or your Subscription is suspended for any other reason, Sprout will not issue any refunds for any portion of Service Fees paid.
7.9 Corrections to Fees.
Sprout reserves the right to make changes to and correct errors in quoted prices within 30 days of you subscribing to a Subscription. Sprout will notify you if there are any changes or correction to any Service Fees, and whether such change or correction is due to error or other type of adjustment. You will have 30 days from the date of being notified by Sprout hereunder to cancel your Subscription. If you fail to cancel your Subscription within the applicable 30 days, you agree to pay the corrected or changed Service Fee as if the corrected or changed Service Fee were presented to you at the time of originally making your Subscription.
7.10 Currency.
With the exception of Canadian Users, for whom all fees and all transactions are in Canadian dollars, all fees and transactions will be in U.S. dollars. Currency conversions may be required upon payment by you on or through the Sprout Platform, which shall be executed automatically by the Payment Processor.
7.11 Additional Fees.
In addition to Service Fees and User Fees described above, Subscriber acknowledges and agrees that Sprout may charge fees from other sources in connection with the operation of the Sprout Platform. Such sources include, but are not limited to: (a) service fees to facilitate print lab services; (b) processing fees in relation to certain functionality on the Platform (such as SMS and payment processing); and (c) fees for additional products, features or services offered by Sprout, which may be subject to separate charges as notified to Subscriber from time to time and which may be subject to additional terms and conditions.
8. Subscription Modifications and Cancellations
8.1 Cancellation by Sprout.
In certain circumstances, Sprout may decide, in its sole discretion, that it is necessary to cancel or postpone purchased Subscriptions and may in such instances initiate corresponding refunds. This may be where (i) Sprout believes in good faith, while taking the legitimate interests of all parties into account, this is necessary to avoid significant harm to Sprout, other Users, third parties or property, or (ii) for any of the reasons set out in these Terms. If some Services have been consumed but others have been cancelled, Sprout may issue a partial refund in its sole discretion after deducting any non-refundable amounts due to Sprout.
8.2 Cancellation or Modification by Subscriber.
Subscribers may cancel their User Account or modify the applicable Subscription tier under a User Account in the Account Section of the Subscriber’s User Account. All cancellations and modifications that are initiated in this way will be effective at the end of your billing cycle, unless indicated otherwise when effecting such cancellation or modification. If your User Account has been slated for cancellation, your User Account and all User Content therein will be slated for cancellation and deletion upon the end of your billing cycle and you are solely responsible for ensuring that you have removed all User Content from the Sprout Platform prior to the cancellation of your User Account.
9. FlowPay Services
9.1 Payment Processor.
Sprout (either directly or through its Affiliate) offers an optional product which allows you to process payments and other payment related services (“FlowPay”). In addition to Services related to FlowPay provided by Sprout, the payment processing component of FlowPay is provided by the third party payment processing provider Adyen N.V. or its affiliates (“Payment Processor”). This payment processing is a Third Party Service (as defined below) and is subject to the Adyen Terms and Conditions including agreements and other documents referred to in such agreement (collectively, the “Payment Processing Agreement”), as modified by the Payment Processor in accordance with the Payment Processing Agreement. By enrolling in and continuing to use FlowPay, Subscriber and each Additional Subscriber agrees to be bound by this Section 9 and the applicable terms of the Payment Processing Agreement. The availability of FlowPay may be limited to certain jurisdictions and geographical areas, which is in the sole discretion of Payment Processor. Sprout reserves the right to amend the Payment Processor, the Payment Processing Agreement or to add or remove any Payment Methods thereof. Subscriber acknowledges and agrees that, for purposes of enabling and administering FlowPay, Sprout may act as Subscriber’s authorized representative toward the Payment Processor in connection with Subscriber’s use of FlowPay, including for operational instructions and communications relating to onboarding, verification/KYC requests, payout configuration and payout triggers, dispute and chargeback workflows, refunds (at Subscriber’s instruction or as otherwise authorized under the Payment Processing Agreement/Payment Policies), reporting and other FlowPay administration actions, in each case as permitted under the Payment Processing Agreement and the Payment Policies.
9.2 Conditions.
Access to and use of FlowPay and certain services and features thereof may be subject to additional conditions, including completion of Know Your Customer and Anti-Money Laundering and Terrorist Financing verifications during the enrollment and onboarding process, and approval by Payment Processor in its sole discretion. Subscriber agrees to promptly provide accurate, current and complete information and documentation requested by Sprout and/or the Payment Processor, including information relating to Subscriber, its beneficial owners, directors, officers, authorized representatives, business activities and any other information required to comply with applicable laws, scheme rules and the Payment Processing Agreement. Subscriber agrees to promptly update such information and documentation if it changes, and authorizes Sprout and the Payment Processor to verify such information (including by consulting third-party sources, registries and databases) as permitted by law. Subscriber authorizes Sprout to submit information received from Subscriber (including verification/Know Your Customer/Anti-Money Laundering information) to the Payment Processor, acquirers, scheme owners and other financial institutions or service providers as required for the provision of FlowPay and compliance with applicable laws and Scheme Rules (as defined in the Payment Processing Agreement. Failure to provide accurate, current and complete information may cause delay and disruptions to your use of FlowPay, including the inability to use FlowPay and restrictions from receiving Payouts (as defined in the Payment Policies), or where Sprout cannot obtain any required information within a reasonable period of time, the Payment Processing Agreement or otherwise, Sprout may, in its sole discretion, terminate use of FlowPay and issue refunds for processing in respect of customer transactions (in whole or in part) at Subscriber’s instruction or as otherwise authorized under the Payment Processing Agreement/Payment Policies), including by applying available balances and/or adjusting future Payouts as permitted. In the event that Subscriber’s failure cannot be corrected within a reasonable period of time, Sprout and/or the Payment Process may hold, delay, or withhold Payouts as required for compliance, risk management, and applicable laws. Any remaining amounts (if any) will be handled in accordance with the Payment Policies, the Payment Processing Agreement and applicable laws (including any applicable unclaimed property/escheat requirements). Subscriber acknowledges that approval may be withdrawn at any time in accordance with these Terms, the Payment Policies and Payment Processing Agreement. Upon enrolling in the enrollment and onboarding process, Subscriber hereby authorizes Payment Processor to contact Subscriber and any of its authorized representatives in processing the enrollment and from time to time thereafter as necessary. Sprout retains the right, in its sole discretion, to instruct Payment Processor to withhold any Service Fees related to FlowPay from any Payouts to you. Sprout and Payment Processor reserve the right, at any time and without prior notice, to change or amend FlowPay’s interface at any time, to issue new versions of the interface and payment processing platform, and/or to change the functionalities and characteristics thereof. Some FlowPay services and features may differ depending on the jurisdiction of Subscriber, such as availability of auto pay, refund processing and 1-click checkout.
9.3 Payment Processing Fees.
FlowPay is subject to certain fees and surcharges communicated to Subscriber during the User Onboarding Process (as defined in the Payment Processing Agreement). As a condition of Sprout enabling FlowPay, Subscriber agrees to provide Sprout with accurate and complete information related to Subscriber’s use of FlowPay and authorizes Sprout to share such information and transaction information with the Payment Processor pursuant to our Privacy Policy. Transaction information from payors will be collected for processing of transactions by the Payment Processor in accordance with the Payment Processor’s terms applicable to the payments. To the extent permitted by law, Sprout may collect any payment obligations Subscriber owes under these Terms, the Payment Policy and the Payment Processing Agreement by deducting the corresponding amounts from funds payable to Subscriber arising from the settlement of card transactions through FlowPay. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the settlement amounts are not sufficient to meet Subscriber’s obligations, Sprout may charge or debit the bank account or credit card registered in Subscriber’s account for any amounts owed (and you agree to execute such additional directions in writing to permit us to do so, if required). In the event a payment chargeback or dispute occurs: (i) Subscriber may have the opportunity to defend or accept the payment chargeback; (ii) may be charged a dispute fee per occurrence by Sprout, in its sole discretion; and (iii) if Subscriber wishes to defend the payment chargeback, Subscriber agrees to cooperate fully with Sprout by sharing any information or documentation with Sprout and/or Payment Processor within three (3) business days of any request. Failure to submit any information or documentation required by Sprout in relation to any payment chargeback shall result in the payment chargeback being deemed accepted by the Subscriber. Subscriber acknowledges and agrees that chargeback and dispute outcomes are determined through the processes of the relevant payment networks, issuing banks, acquirers, and/or the Payment Processor under applicable scheme rules and policies, and any resulting outcome will be binding for purposes of settlement and allocation of funds. Sprout does not control or guarantee dispute outcomes and will have no further obligations with respect to such outcome except as expressly set out in these Terms, the Payment Policies, or the Payment Processing Agreement. In addition to the amount due, delinquent accounts may be charged fees that are incidental to the collection of delinquent accounts and chargebacks including, but not limited to, collection fees, convenience fees, legal fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest and third party charges. Subscriber hereby explicitly agrees that all communication in relation to delinquent accounts will be made by electronic mail or by phone, at addresses and numbers provided to Sprout. Such communication may be made by Sprout or by anyone on its behalf, including, but not limited to, a third party collection agent. Subscriber will comply with the terms and conditions of any applicable merchant agreements and all applicable card network rules, policies, laws and regulations, at all times while using FlowPay. The Subscriber may cancel the use of FlowPay at any time by submitting a written request to Support@sproutstudio.com. The effective date of cancellation shall be determined solely by Payment Processor and may be subject to a complete reconciliation or all payments and accounts.
9.4 Guarantee.
While Sprout takes reasonable care to ensure that the FlowPay is available and functioning at all times, but cannot guarantee continuous, uninterrupted or secure access to FlowPay through Payment Processor, nor can we guarantee that the facility is virus or error free. Notwithstanding anything to the contrary on these Terms or otherwise, Sprout shall not be liable in any manner whatsoever for any errors by Payment Processor. Access to and use of FlowPay may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. Sprout will attempt to provide reasonable notice of any scheduled interruptions and will do what we can to restore the facility as soon as reasonably possible. In using FlowPay, you understand and agree that neither Sprout nor Payment Processor will not compensate you or any third-party for late or non-performance, insolvency or bankruptcy of any third-party financial or payment institution, due to which you receive late payment or no payment at all for transactions processed through FlowPay. Sprout assumes no responsibility and disclaims all liability with respect to the accuracy, completeness and currency of any content or information with respect to FlowPay, including whether or not payments have actually been marked or labelled as “paid” or have actually been processed, and Subscriber is solely responsible for reviewing, verifying and ensuring that all content and information with respect to any FlowPay contains accurate, current and complete information. Further, Sprout assumes no responsibility and disclaims all liability for any actions you take based on any information provided by Sprout or otherwise made available on or through the Sprout Platform, Services or FlowPay. Subscriber shall always independently verify that any payment processed on or through FlowPay has actually been processed and received by Subscriber.
9.5 Reservation of Rights.
In the event that any Additional Subscriber(a) commits a breach or default of any provision of this Section 9, the Payment Processing Agreement or otherwise in relation to FlowPay, (b) engages in a transaction which is, in Sprout’s sole discretion, suspected to be fraudulent, related to illegal activities, are otherwise anomalous, or likely to become subject to a chargeback, (c) violates any applicable laws, or (d) has a transaction dispute rate in excess of Sprout’s allowable limit, which Sprout may amend in its sole discretion from time to time, Sprout reserves to do any of the following without any limitation or liability or responsibility to the Subscriber or any Additional Subscriber thereof:
- Refuse to process payments under your FlowPay account;
- Refuse to initiate a Payout and withhold any amounts thereof;
- Submit refunds for processing (at Subscriber’s instruction or as otherwise authorized under the Payment Processing Agreement/Payment Policies) on behalf of Subscriber of any transactions which form part of a Payout;
- Temporarily or permanently limit your access to and use of FlowPay;
- Temporarily or permanently suspend your FlowPay account and stop providing access to the Sprout Platform and/or FlowPay;
- Close your FlowPay account; and
- Initiate an investigation or await completion of any investigation by Payment Processor or any related financial institution in relation to such transaction, to the satisfaction of each in their sole discretion;
If Sprout takes any of the measures described above, Sprout and/or the Payment Processor may hold, delay, withhold or apply all or part of a Payout as reasonably necessary for the purposes described in this Section 9 and as permitted by the Payment Policies, the Payment Processing Agreement and applicable laws. Any amounts not withheld or applied will be paid out or refunded (as applicable) in accordance with the Payment Policies, the Payment Processing Agreement and applicable laws.
9.6 Payouts, Timing and Withholdings.
Amounts from transactions processed through FlowPay may be made available for payout to Subscriber in accordance with Sprout’s Payment Policies and the Payment Processing Agreement. Sprout (and/or the Payment Processor) may delay, suspend or withhold any payout or any portion thereof where reasonably necessary to (i) complete verification, Know Your Customer/Anti-Money Laundering checks or other compliance requirements; (ii) investigate suspected fraud, illegal activity or anomalous transactions; (iii) manage disputes, chargebacks, refunds, reversals, fines, penalties, scheme fees or other payment-related claims; (iv) address a negative balance or other amounts owed by Subscriber under these Terms, the Payment Policies or the Payment Processing Agreement; (v) comply with applicable laws, Scheme Rules (as defined in the Payment Processing Agreement) or directions of the Payment Processor or financial institutions; or (vi) establish, maintain or adjust a reserve or similar risk buffer in connection with FlowPay to cover actual or anticipated refunds, chargebacks, fines, penalties, paid-but-not-yet-fulfilled goods/services or other potential liabilities. Any payout timing may also be subject to requirements and limitations imposed by the Payment Processor. For example, the Payment Processor may require that funds available in the Subscriber’s virtual account (and, where applicable, funds in Sprout’s platform/virtual account) be paid out within a certain period of time of settlement unless there is proper justification for a longer hold (such as undelivered goods or services, verification, disputes/chargebacks or other compliance or risk reasons).
9.7 Account Suspension/Closure.
If FlowPay access is suspended or terminated, Sprout may continue to hold, delay or apply funds (including funds otherwise payable to Subscriber and by maintaining or releasing any reserve established under Section 9.6) as reasonably necessary to complete refunds, resolve chargebacks/disputes, satisfy any negative balance and cover any fees, liabilities or other amounts owed by Subscriber under these Terms, the Payment Policies or the Payment Processing Agreement. Subject to the foregoing, any remaining amounts (if any) will be handled in accordance with Sprout’s Payment Policies, the Payment Processing Agreement and applicable laws (including any applicable unclaimed property/escheat requirements). Nothing in these Terms is intended to create a forfeiture of Subscriber funds solely due to account closure, inactivity or failed contact attempts, except to the extent such amounts are applied as permitted under the Set-Off right in Section 9.9 or as otherwise required or permitted by law.
9.8 Chargebacks, Reversals and Negative Balances.
Subscriber acknowledges that cardholders and payment methods may be subject to disputes, chargebacks, reversals and refunds. Where a dispute, chargeback, reversal or refund occurs, the applicable amount (and any associated fees, fines, or costs) may be deducted from amounts otherwise payable to Subscriber and/or may result in a negative balance on Subscriber’s FlowPay account. If Subscriber’s FlowPay account has insufficient funds to cover such amounts, Sprout (and/or the Payment Processor) may cover the shortfall from amounts held or controlled in connection with FlowPay (including amounts in Sprout’s platform/liability account with the Payment Processor) and Subscriber remains fully responsible to Sprout for any such shortfall, including any resulting negative balance. Sprout may recover these amounts by (i) withholding or deducting from future payouts; (ii) debiting the bank account or payment method on file; and/or (iii) exercising its rights under Section 9.6 (Set-Off) and any other rights or remedies available under these Terms, the Payment Policies, or applicable laws.
9.9 Set-Off.
Without prejudice to any right to set-off which Sprout may be entitled to as a matter of law, Sprout may set-off any amounts due to Subscriber against any amounts owed or other liabilities of the Subscriber to Sprout, now or at any time hereafter due, owing or incurred by the Subscriber to Sprout or Payment Processor under, in connection to, or pursuant to these Terms and the Payment Processing Agreement.
9.10 User Agreement Updates.
Subscriber acknowledges and agrees that, to the extent required by the Payment Processor, Subscriber may be required to accept the Payment Processing Agreement (and any updates thereto) through an electronic onboarding flow or other method made available through the Sprout Platform, and that continued use of FlowPay after notice of updated terms may constitute acceptance of such updated terms to the extent permitted by applicable laws. Subscriber agrees that Sprout may (a) present or facilitate acceptance of the Payment Processing Agreement and related disclosures; (b) require re-acceptance as a condition to continued access to FlowPay; and (c) maintain records evidencing such acceptance.
9.11 Prohibited and Restricted Use.
Subscriber will not use (and will not permit any person acting on Subscriber’s behalf, including any Additional Subscribers, to use) FlowPay in connection with any product, service, activity, business model or transaction that is prohibited or restricted under the Payment Processing Agreement, applicable laws or scheme rules, including any products or services that are prohibited or restricted by the Payment Processor or card networks. Subscriber represents and warrants that it will only submit transactions that are legitimate and accurately described, and that it will use the correct merchant category code and other required transaction descriptors as applicable. Subscriber acknowledges that Sprout and/or the Payment Processor may monitor FlowPay usage and transactions for compliance, fraud prevention and risk management purposes, and may restrict, suspend or terminate FlowPay access and/or specific Payment Methods where required by applicable laws or the Payment Processing Agreement.
9.12 AutoPay (Saved Payment Methods).
As part of FlowPay, Sprout may make available an optional feature which allows Subscriber to configure a schedule of one or more future payment attempts on an invoice and enables Subscriber’s Client to opt in to save a Payment Method and be automatically charged for scheduled payments when due (“AutoPay”).
9.12.1 AutoPay Acknowledgements.
Subscriber acknowledges and agrees that AutoPay is a payment processing feature provided through the Payment Processor and is subject to these Terms, the Payment Policies and the Payment Processing Agreement, and that processing of scheduled charges may require additional authentication or other actions by Client, the relevant issuing bank, payment networks, acquirers and/or the Payment Processor. Subscriber is solely responsible for (i) the accuracy and completeness of the invoice, payment schedule, amounts, timing and any applicable taxes, fees, discounts or other terms presented to the Client at the time of opt-in and for each scheduled payment, (ii) obtaining the Client’s affirmative authorization to save a Payment Method and to charge such Payment Method for all scheduled payments (including any required updated authorization if the schedule or amounts are changed), and (iii) retaining and providing, upon request, records evidencing such authorization and the underlying fulfillment or entitlement to payment sufficient to respond to disputes, chargebacks, reversals or other inquiries. Subscriber acknowledges and agrees that, in connection with AutoPay, payment details and related information may be processed and stored by the Payment Processor and/or its authorized service providers and transmitted through payment networks in accordance with the Payment Processing Agreement and applicable laws, and that Sprout does not guarantee the continuous availability or successful completion of any scheduled charge. A scheduled charge may fail or be delayed for reasons including, without limitation, insufficient funds, expired or replaced Payment Methods, issuer declines, network errors, risk checks, verification requirements, or required authentication not being completed.
9.12.2 Sprout Authorization.
Subscriber authorizes Sprout and/or the Payment Processor to (a) submit scheduled payment requests for processing in accordance with the payment schedule and the Client’s opt-in authorization, (b) retry failed scheduled payment attempts as permitted by the Payment Processor, and (c) send transactional communications to Subscriber and/or Client in connection with AutoPay (including reminders, confirmations, receipts and failure notices) in accordance with Section 5.10. Client may revoke AutoPay authorization or opt out of saved Payment Methods through the options made available in the Sprout Platform (if any) and/or by contacting Subscriber, and Subscriber is solely responsible for promptly honoring any such revocation and for collecting any unpaid amounts by alternative means.
9.12.3 Disputes and Chargebacks.
Subscriber acknowledges that disputes and chargebacks relating to AutoPay are governed by the processes described in Section 9.3 and applicable Payment Processing Agreement, and that Sprout may (and/or the Payment Processor may) withhold, delay or apply Payouts, establish or adjust reserves, and recover negative balances, fees, chargebacks and refunds in accordance with Sections 9.3 and 9.6 through 9.9. To the maximum extent permitted by applicable laws, Sprout shall have no liability for (a) any failure, delay or interruption in processing AutoPay charges, (b) any issuer, acquirer, network or Payment Processor decision to decline, reverse or otherwise not complete a scheduled charge, or (c) any losses arising from Subscriber’s invoice terms, schedule configuration, Client communications, fulfillment, cancellations or disputes.
10. Taxes
10.1 General.
All Service Fees are exclusive of all taxes or duties imposed by governing authorities.As Subscribers you are solely responsible for determining your obligations to report, collect, remit or pay any applicable taxes, duties or other indirect sales taxes or income taxes ("Taxes").
10.2 Tax Information.
In certain jurisdictions, the applicable Tax Authority may require that we collect and/or report Tax information about you, or withhold Taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provided. You agree that Sprout may issue on your behalf invoices or similar documentation for HST, GST, consumption or other Taxes for Sprout to facilitate accurate tax reporting by you.
10.3 Remittance of Taxes.
You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where you are located may require Taxes to be collected from Subscribers on Service Fees, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Service Fees.
11. Prohibited Activities
11.1 General.
You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Sprout Platform. In connection with your use of the Sprout Platform, you will not and will not assist or enable others to:
- breach or circumvent any applicable laws or regulations, agreements with third parties, third-party rights, or these Terms;
- provide any false, fake, fictitious, misleading, or fraudulent information or content to Sprout, any other User, or any third party on or through the Sprout Platform;
- use the Sprout Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms, or in a manner that falsely implies Sprout endorsement or partnership, or otherwise misleads others as to your affiliation with Sprout;
- copy, store, access, or use any information (including personally identifiable information about any other User) contained on the Sprout Platform in a manner that is inconsistent with Sprout’s Privacy Policy or these Terms, or that otherwise violates the privacy rights of such User or any third party;
- share your Credentials or User Account log-in details with any person other than those expressly authorized under these Terms (see Section 4.5);
- imitate or impersonate any person or entity, misrepresent your identity or affiliation, create false or misleading User Accounts, or otherwise make statements on or through the Sprout Platform about any User, Content, Collective Content, or the Sprout Platform that could reasonably be considered false or misleading;
- contact another User for any purpose other than what the Sprout Platform is meant for, including (i) where the User has requested not to be contacted, or (ii) recruiting or otherwise soliciting any User to join third-party services, applications, or websites, without our prior written approval;
- with respect to a transaction or User Services, use the Sprout Platform or any tools and services on the Sprout Platform for any purpose other than carrying out activities normally related to activities conducted on the Sprout Platform;
- use the Sprout Platform in connection with the distribution of unsolicited commercial messages ("spam"), or otherwise transmit any information through the Sprout Platform or to Users in any other manner that is unlawful, threatening, abusive, libelous, defamatory, or otherwise prohibited under these Terms;
- transmit any content that contains or installs any viruses, worms, malware, Trojan horses, or other harmful code, or that is designed or intended to disrupt, damage, limit, or obtain unauthorized access to any software, hardware, telecommunications equipment, data, or other information;
- damage, disable, overburden, or impair our servers or network, take any action that damages or adversely affects (or could damage or adversely affect) the performance or proper functioning of the Sprout Platform, or interfere with any other party’s use and enjoyment of the Sprout Platform;
- bypass any limitations or suspensions of functionality, avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Sprout, any of Sprout’s providers, or any other third party to protect the Sprout Platform or access to any Services;
- wilfully tamper with the security of the Sprout Platform, including attempting to probe, scan, or test the vulnerability of the Sprout Platform, breach security or authentication measures, or gain unauthorized access to the Sprout Platform or our computer systems or networks through hacking, password mining, or any other means;
- copy, use, display, mirror, frame, scrape, or otherwise access any portion of the Sprout Platform or Collective Content in any medium, or by any automated means (including robots, spiders, crawlers, scrapers, data mining, or similar data gathering tools), except as expressly permitted by these Terms, or make derivative works from any part of the Sprout Platform;
- attempt to decipher, decompile, disassemble, or reverse engineer any software used to provide the Sprout Platform, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Sprout Platform;
- access the Sprout Platform in order to build a commercially available product or service that competes with the Sprout Platform, or copy any features, functions, integrations, interfaces, graphics, layout, or design elements of the Sprout Platform;
- submit or share with Sprout any sensitive data that would, in the normal course of events, demand special handling and introduce a security burden on Sprout that is not agreed upon by us in writing in advance of receipt of such data;
- promote or encourage illegal activity, including promoting pyramid schemes, multi-level marketing programs, false or misleading sale of goods or services, or any other topic or User Content that Sprout deems detrimental to Sprout, the Sprout Platform, or Users;
- discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age, or sexual orientation, or otherwise engage in any violent, harmful, abusive, disruptive, or sexually inappropriate behavior;
- misuse or abuse any Services as determined by Sprout in its sole discretion, or request, accept, or make any payment of any fees outside of the Sprout Platform or Sprout where prohibited under these Terms;
- export, re-export, import, or transfer access to any Services except as authorized by applicable law, the export control laws of your jurisdiction, or any other applicable laws; or
- violate or infringe anyone else’s rights, or otherwise cause harm to anyone.
11.2 Role-Based Restrictions.
Without limiting Section 11.1:
- As a Subscriber, you will not: (i) publish, post, upload, submit or transmit any User Content that violates any party’s intellectual property rights or applicable laws; (ii) allow any other person (including any other Subscriber and/or persons or businesses) to use your User Account or Credentials to obtain Services or provide value to their clients, except as expressly permitted for Additional Subscribers under Section 4.6; or (iii) rent, lease, distribute, license, sublicense, sell, resell, assign, transfer, timeshare, offer in a service bureau or otherwise make the Sprout Platform or Services available to any third party other than as expressly permitted under these Terms.
- As a Client, you will not: (i) modify, translate or copy any Collective Content prior to payment of applicable fees to the applicable Subscriber for the relevant User Services (if any); (ii) register for more than one User Account or register for a User Account on someone else’s behalf; or (iii) misrepresent your identity or affiliation to any person on or through the Sprout Platform.
11.3 Sprout’s Rights.
You acknowledge that Sprout has no obligation to monitor the access to or use of the Sprout Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the Sprout Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms and Policies; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist Sprout in good faith, and to provide Sprout with such information and take such actions as may be reasonably requested by Sprout with respect to any investigation undertaken by Sprout or a representative of Sprout regarding the use or abuse of the Sprout Platform.
11.4 Enforcement.
We reserve the right to investigate and prosecute, to the fullest extent permitted by applicable law, any suspected or actual violation of this Article 11 or any other misuse or abuse of the Sprout Platform or Services. Our actions, upon suspicion or confirmation of a violation, may include, without limitation and as permitted under these Terms (including Section 12), suspending or terminating your User Account, limiting access to the Sprout Platform or Services, removing or disabling access to User Content, and issuing warnings or notices to other Users about relevant information regarding such violation to the extent permissible under applicable law.
11.5 Reporting Abuse.
If you feel that any User or third party using the Sprout Platform that you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of fraud or other illegal activity, (iii) engages in physical, sexual or emotional abuse, neglect or creates a risk of harm to another User or third party, (iv) you suspect of violating any applicable laws, or (v) engages in any other disturbing conduct, you should not hesitate to report such person to the appropriate authorities (e.g., the police) and then to Sprout by contacting us and, if available, providing your police station and report number. You agree that any such contact with us will not (a) make us liable to you in any way; or (b) obligate us to take any action beyond what is required by applicable law (if any).
12. Term and Termination, Suspension and other Measures
12.1 Term.
This Agreement shall be effective for the later of a 30-day term or the Term of your Subscription, at the end of which it will automatically and continuously renew for the later of a subsequent 30-day term or the renewal Term of your Subscription until such time when you or Sprout terminate the Agreement in accordance with this provision.
12.2 Your Right to Terminate.
You may terminate this Agreement at any time by sending us an email. If you terminate this Agreement, your User Account and any Subscription you have purchased shall be automatically cancelled and your access may be withdrawn in Sprout’s sole discretion.
12.3 Sprout’s Right to Terminate.
Without limiting our rights specified below, Sprout may terminate this Agreement for convenience at any time and for any reason, with or without notice to You and without liability to You or any third party.
12.4 Termination for Breach.
Sprout may immediately, without notice, terminate this Agreement and/or stop providing access to the Sprout Platform if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Sprout believes in good faith that such action is reasonably necessary to protect the personal safety or property of Sprout, its Users, or third parties (for example in the case of fraudulent or inappropriate behavior of a User).
12.5 Additional Remedies.
In addition, Sprout may take any of the following measures against any User, as applicable, (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, any applicable laws, regulations, or third party rights, (iii) you have misrepresented or provided inaccurate, fraudulent, outdated or incomplete information, (iv) you at any time fail to meet any applicable eligibility criteria to use the Sprout Platform or register a User Account, (v) Sprout becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly failed to make payment when due or failed to respond to payment requests without a valid reason, (vii) for any amounts you owe under these Terms or the Payment Terms that are overdue or in default, or (viii) Sprout believes in good faith that the below actions are reasonably necessary to protect the personal safety or property of Sprout, its Users, or third parties, or to prevent fraud or other illegal activity:
- refuse to accept or delay the provision of any Services;
- limit your access to or use of the Services;
- temporarily or permanently revoke you from making future purchases;
- temporarily or in case of severe or repeated offenses permanently suspend your use of the Services and stop providing access to the Sprout Platform and/or any Services;
- limit or temporarily or permanently suspend your use of or access to your Payment Services pursuant to the Payment Terms; and
- Permanently delete your User Account and all User Content therein.
In case of non-material breaches and where appropriate, you may be given notice of any intended measure by Sprout and an opportunity to resolve the issue to Sprout’s reasonable satisfaction.
12.6 Effect of Termination.
If we take any of the measures described above, you will not be entitled to any compensation or refund whatsoever.
12.7 Access and Use of Platform on Termination.
When this Agreement has been terminated, you are not entitled to use the Sprout Platform or any Services. If your access to or use of the Sprout Platform has been limited or been suspended or this Agreement has been terminated by us, you may not access and use the Sprout Platform yourself, through another User or through a new User Account.
12.8 Survival.
Sections 4, 9 and 12 to 17 of these Terms shall survive any termination or expiration of this Agreement.
13. Disclaimers
If you choose to access or use the Sprout Platform, any Collective Content (including any and all User Content or Sprout Content), the Services, the Payment Services or create a User Account, you do so voluntarily and at your sole risk. You freely and willfully assume those risks by choosing to use, access or participate, or to enroll any other person or entity to use, access or participate, in the Sprout Platform the Services, the Collective Content and the Payment Services. The Sprout Platform, the Services, the Payment Services and the Collective Content is provided “as is”, without warranty of any kind, either express or implied. To the fullest extent permitted by law, Sprout, its officers, directors, employees, contractors and agents disclaim all warranties, express or implied, in connection with the Sprout Platform the Payment Services, any Collective Content and the Services, and any use, access or participation thereof.
You agree that you have had whatever opportunity you deem necessary to investigate the Sprout Platform, Services, Payment Services, laws, rules, or regulations that may be applicable to your use of the Sprout Platform, Services and Payment Services and that you are not relying upon any statement of law or fact made by Sprout or any other person or entity relating to such use.
If we choose to conduct identity verification or background checks on any User, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a User or guarantee that a User will not engage in misconduct in the future.
If any other Additional Subscriber is invited to use, access or participate in the Sprout Platform, the Payment Services or any Services, you are solely responsible for that Additional Subscriber throughout the duration of their use, access or participation and to the maximum extent permitted by law, you agree to release and hold harmless Sprout from all liabilities and claims that arise in any way from any injury, loss or harm that occurs to that person or entity or their property or data during such use, access or participation or in any way related to such use, access or participation.
Sprout its officers, directors, employees, contractors and agents make no warranties or representations about the accuracy or completeness of any content on the Sprout Platform or in any Services and assumes no liability or responsibility or any (I) errors, mistakes, or inaccuracies of content, (II) personal injury, disability, death or property damage, of any nature whatsoever, resulting from your access to and use of the Service, (III) any unauthorized access to or use of content, data and/or any and all personal information and/or financial information stored therein, (IV) any interruption or cessation of access to the Sprout Platform, Payment Services, Collective Content or Services, (V) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Sprout Platform, and/or (VI) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Sprout Platform.
You acknowledge and agree that, to the fullest extent provided by applicable law, Sprout and its officers, directors, employees, contractors and agents will not be liable to you or to any other person or entity under any circumstances or under any legal or equitable theory, whether in tort, contract, strict liability, or otherwise, for any indirect, special, incidental, or consequential losses or damages of any nature arising out of or in connection with the use of or inability to use the Sprout Platform, Services or Payment Services. This disclaimer applies to any damages or injury arising from any failure of performance, error, omission, interruption, deletion, defects, delay in operation or transmission, lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, computer failure or malfunction, computer viruses, file corruption, communication failure, network or system outage, theft, destruction, unauthorized access to, alteration of, loss of use of any record or data, and any other tangible or intangible loss. Sprout will not be liable for any defamatory, offensive, or illegal conduct of any User of the Sprout Platform. Sprout Platform, and all data, products, Services, functionality, and other items included on or otherwise made available to you through the Sprout Platform, are provided by Sprout on an “as is” and “as available” basis. You acknowledge that, to the fullest extent provided by applicable law, your use of the Sprout Platform is at your sole risk. This disclaimer constitutes an essential part of these terms of use.
The foregoing disclaimers apply to the maximum extent permitted by law. Users may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
14. Liability
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC'S CONSUMER PROTECTION ACT, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Users acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of their access to and use of the Sprout Platform, Services, Payment Services and Collective Content, making, receiving or submitting any data or content via the Sprout Platform (as applicable), use of our Payment Processor(s) (as defined in the Payment Terms), or any other interaction they have with other Users whether in person or online remains with other persons or entities. Neither Sprout nor any other party involved in creating, producing, or delivering the Sprout Platform, the Services, Payment Services or the Collective 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 Sprout Services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Sprout Platform, Sprout Services or Collective Content, (iii) from any communications, interactions or meetings with other Users or other persons or entities with whom Users communicate, interact or meet with as a result of their use of the Sprout Platform, or (iv) from the placement, receipt or completion of a data or content (as applicable), 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. Except for our obligations to pay amounts to applicable Users pursuant to these Terms, in no event will Sprout’s aggregate liability arising out of or in connection with these Terms and User’s use of the Sprout Platform and Sprout Services including, but not limited to, from the placement of any Listings via the Sprout Platform (as applicable), or from the use of or inability to use the Sprout Platform, Sprout Services or Collective Content and in connection with any Payment Processor(s), or interactions with any other Users, exceed the amounts you have paid to Sprout as a User in the six (6) month period prior to the event giving rise to the liability or one hundred Canadian dollars (CAD$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Sprout and the Users. No communication of any kind between you and Sprout shall constitute a waiver of any limitations of liability hereunder or create any additional warranty not expressly stated in the terms of use. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to certain Users. This does not affect Sprout’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY SPROUT TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
Subscriber will solely be responsible for any damage and/or loss of User Content contained in Subscriber’s technology which occurs as a result of Subscriber’s electronic equipment and/or Subscriber’s computer system.
15. Indemnification
To the maximum extent permitted by applicable law, Users agree to release, defend (at Sprout’s option), indemnify, and hold Sprout and its affiliates and subsidiaries, including but not limited to, Sprout’s 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 (i) your breach of these Terms, the Payment Processing Agreement, or our Policies, (ii) your improper use of the Sprout Platform or any Services (including FlowPay), (iii) your, or anyone enrolled by you (if applicable), interactions and transactions with any User, creation or submission of any Listing or Application, participation in any Sprout Services, use of any Payment Processor(s), including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, use or participation, or (iv) your breach of any laws, regulations or third party rights, including “Scheme Rules” as defined in the Payment Processing Agreement.
16. Dispute Resolution and Arbitration Agreement
16.1 Overview of Dispute Resolution Process.
Sprout is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals that bring any claim against Sprout: (1) an informal negotiation directly with Sprout, and (2) a binding arbitration administered by The ADR Institute of Canada, Inc. (“ADRIC”) using its Arbitration Rules (as modified by this Section 16).
16.2 Pre-Arbitration Dispute Resolution and Notification.
Prior to initiating an arbitration, you and Sprout each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Sprout by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed in accordance with the Arbitration Rules (available at www.adric.ca/rules-codes/).
16.3 Agreement to Arbitrate.
You and Sprout mutually agree that any dispute, claim or controversy arising out of or relating to these Terms, our payment terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the Sprout Platform, the Services, any payment services, or any content on the Sprout Platform (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Sprout agree that the arbitrator will decide that issue.
16.4 Exceptions to Arbitration Agreement.
You and Sprout each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
16.5 Modification to ADRIC Arbitration Rules - Arbitration Hearing/Location.
In order to make the arbitration most convenient to you, Sprout agrees that any required arbitration hearing may be conducted, at your option, (a) in Toronto, Ontario; (b) in any other location to which you and Sprout both agree; (c) via phone or video conference; or (d) for any claim or counterclaim under $25,000, by using the Simplified Arbitration Rules of the ADR Institute of Canada, Inc..
16.6 Modification of ADRIC Arbitration Rules - Legal Fees and Costs.
You and Sprout agree that Sprout will be responsible for payment of the balance of any initial filing fee under the AIDRIC Arbitration Rules in excess of $200 for claims of $50,000 or less. You may be entitled to seek an award of legal fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the Arbitration Rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Sprout agrees it will not seek, and hereby waives all rights it may have under applicable law or the Arbitration Rules, to recover legal fees and expenses if it prevails in arbitration.
16.7 Arbitrator’s Decision.
The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
16.8 Jury Trial Waiver.
You and Sprout acknowledge and agree that all arbitrable Disputes that may arise is likely to involve complicated and difficult issues and, therefore, we are each irrevocably and unconditionally waiving any right to a trial by jury as to all arbitrable Disputes. You acknowledge that you (a) have considered and understood the implications of this waiver, (b) have made this waiver knowingly and voluntarily, and (c) have been induced to enter into these Terms by, among other things, the mutual waivers and acknowledgements in this Section.
16.9 No Class Actions or Representative Proceedings.
You and Sprout acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class participant in any purported class action lawsuit, class-wide arbitration, or any other representative proceeding as to all Disputes. Further, unless you and Sprout both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section 16.9 is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “representative proceeding” waiver in this Section 16.9 is held unenforceable with respect to any Dispute, that waivers may be severed from this Arbitration Agreement and you and Sprout agree that any representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.
16.10 Severability.
Except as provided in Section 16.9, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
16.11 Changes.
Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Sprout changes this Section 15 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Sprout (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Sprout.
16.12 Survival.
Except as provided in Section 16.10, this Section 16 will survive any termination of these Terms and will continue to apply even if you stop using the Sprout Platform or terminate your use of the Sprout Platform and the Services.
17. General Provisions
17.1 Entire Agreement.
Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Sprout and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Sprout and you in relation to the access to and use of the Sprout Platform.
17.2 Relationship of Parties.
No joint venture, partnership, employment, or agency relationship exists between you and Sprout as a result of this Agreement or your use of the Sprout Platform.
17.3 No Third-Parties.
These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
17.4 Severance.
If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
17.4 Waiver.
Sprout’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
17.6 Assignment.
You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Sprout’s prior written consent. Sprout may, at its sole discretion, without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder. Your right to terminate this Agreement at any time remains unaffected.
17.7 Notices.
Unless specified otherwise, any notices or other communications to Subscribers permitted or required under this Agreement, will be provided electronically and given by Sprout via email, Sprout Platform notification, or messaging service (including SMS).
17.8 Controlling Agreement.
Except as expressly provided otherwise, in the event of any conflict between the provisions contained in these Terms and any other terms, marketing materials, content, communications or emails used by Sprout, its representatives, employees, contractors or affiliates, the provisions of these Terms shall be controlling and take precedence with respect to the subject matter hereof that conflicts with any of the aforementioned.
17.9 applicable law.
The Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to conflict of law principles, and these laws apply to Sprout Platform, notwithstanding your domicile, residency or physical location. You hereby attorn to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom, unless we both agree to some other location. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The Sprout Platform is intended for use only in jurisdictions where it may lawfully be offered for use.
17.10 Feedback.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Sprout Platform (“Feedback”). You may submit Feedback by emailing us, through the “Contact” section of the Sprout Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
