Terms of Service

Effective November 1, 2019. Document History

This Agreement applies to:

  • (www.)sprouted.app
  • app.sprouted.app

For the rest of this document, these will be referred to as Sprouted Services.

This document is a sister-document to our Privacy Policy. Please make sure you read both carefully before accessing or using a Sprouted Service.

Introduction

Most Terms of Service and Privacy Policy documents are unreadable. They are written by lawyers and for lawyers, and in our opinion are not very effective.

Because we believe in establishing long-term relationships with our customers, we decided to use plain English instead as much as possible, to make our terms as clear as possible.

Please don’t forget that we are real people: take a look at our about page to get to know us a little. We are not perfect, but we’re trying our hardest, because we genuinely care about your success.

When you read Sprouted or we below, it refers to Sprouted as defined in the Who we are section of our Privacy Policy.

Our subscription Services include the concept of an Account Owner or Administrator. For the rest of this document, these will collectively be referred to as Owners.

Should you have other questions or concerns about this document, please get in touch!

Using our Services means accepting these terms

By accessing or using a Sprouted Service in any way, whether you are visiting our websites, have created your own account or are invited to someone else’s company account, you agree to and are bound by the terms and conditions written in this document, as well as our Privacy Policy.

If you do not agree to all of the terms and conditions contained in this document and our Privacy Policy, do not access a Sprouted Service.

This is a living document. With your help, we want to make it the best in the industry.

If you read something that rubs you the wrong way, or if you think of something that should be added, please get in touch! We’re all ears!

We don’t amend this document for any particular customer, but if your changes apply to all of our customers, we’ll be happy to update it for everyone. Scroll to the bottom to see the history so far.

We improve this document over time. If the changes are significant, we will provide a prominent notice on our home page, product login screens, or by sending you an email notification. By continuing to use the Service, you will implicitly accept the changes we make.

Your access and use of the Sprouted Service is always subject to the most current version of this document.

Support

Support for Sprouted Services is provided via support@sprouted.app.

Email support is only provided to Owners.

Owners are responsible for first-tier support to the people on their Sprouted Service. If you have an issue with your Sprouted Service, contact your Owner(s) first.

We continuously update our documentation so that users can help themselves and Owners are better equipped to help their users.

We take pride in providing excellent customer support, but we are also a small team and value our work/life balance. This means that although we’ll try our best, we do not guarantee 24/7 support.

System requirements

To access our Services, you need a modern web browser (Internet Explorer 11, Edge 18, Chrome 76+, Firefox 68+, Safari 11+) with cookies and JavaScript enabled.

Your devices have to be able to access our servers on port 443.

Access and security of your data

You can find detailed information on what data we save, how we use it, and how you can access it, correct it and delete it in our Privacy Policy.

We also provide answers to commonly asked questions about data and security on our Information Security page.

Intellectual property rights

Who owns the IP of your data?

User Materials refer to the assets (text, images, photographs, graphics, etc) created or uploaded by users using Sprouted Services.

Sprouted does not claim intellectual property rights over User Materials.

For Sprouted, we leave it to each Owner(s) to decide who should own the IP of User Materials. We encourage Owner(s) to make their policy clear to their users.

You acknowledge and agree that Sprouted has no liability of any kind should anyone you granted access to your content modify, destroy, corrupt, copy or distribute it, or violate the Terms of Service or other limitations that you may impose on the use User Materials.

Sprouted does not pre-screen User Materials that users provide or otherwise submit via Sprouted Services; however, Sprouted may remove any posted or submitted User Materials from Sprouted Services for any reason without notice in its sole discretion. By posting or submitting your User Materials, you represent and warrant that you own or otherwise control all of the intellectual property rights and other rights to your User Materials as described in these Terms of Service, including all the rights necessary for you to post or submit your User Materials.

In addition, by posting or otherwise submitting your User Materials that contain images, photographs, pictures, videos, webcasts or that are otherwise graphical in whole or in part (“Images”), you represent and warrant that: (a) you own the copyright in such Images, or that you have obtained all necessary license(s) from the copyright owner(s) of such Images to use such Images, or portions thereof, in keeping with your use in connection with Sprouted Services and as otherwise permitted by these Terms of Service; (b) in the event you choose to grant licenses and sub-licenses to such Images, you have the rights necessary to grant the licenses and sub-licenses described in these Terms of Service; and (c) you have received consent from any and all persons depicted in such Images to use the Images as set forth in these Terms of Service, including the distribution, public display, public performance and reproduction of such Images.

You are solely and entirely responsible for all of your User Materials that you post or otherwise submit via Sprouted Services. You shall assume all risks associated with the use of your User Materials including any reliance on the accuracy, completeness or usefulness of your User Materials. Sprouted does not guarantee the accuracy, integrity or quality of your User Materials. You acknowledge and agree that by accessing or using Sprouted Services, you may be exposed to User Materials from others that are offensive, indecent or otherwise objectionable.

Reliability

Do you guarantee that Sprouted Services will be accessible at all times?

In short, we do not. Like all other cloud-based applications, we are vulnerable to the inherent unreliability of the Internet. We do not offer contracted SLA for availability to Sprouted Services and your data.

That said, high reliability is something we are proud of and something we deliberately chose to compete on. We have developers, system administrators and support staff on call, 24/7.

We monitor Sprouted Services closely and have set up automated alarms to be notified (via email and SMS) when a Sprouted Service is under stress, so that we can deal with the issue before it becomes a problem that might impact customer access.

You acknowledge and agree that Sprouted shall not be liable for any failure to store your data on Sprouted Service at any time.

This status page will be updated in case any of the Services is facing issues.

Play nice clauses

Use of Sprouted Services

You agree that you shall not:

  • Collect, harvest, mine or engage in any other activity to obtain e-mail addresses, phone numbers, personal information or any other information about others.
  • Use or attempt to gain access to or use another’s user or company account, password, data, or computer systems or networks connected to any Sprouted Service server, whether through hacking, password mining or any other means.
  • Access or attempt to access any material that you are not authorized to access.
  • Make available any files containing materials where you do not own or control, or have not received the necessary licenses to, all intellectual property rights, rights of privacy and publicity and all other rights in and to such materials.
  • Use any materials in any manner that infringes any intellectual property rights or other rights of any party.
  • Disrupt or interfere with the security of, or otherwise cause harm to, Sprouted Services, systems resources, accounts, passwords, servers or networks connected to or accessible through Sprouted Services or any affiliated or linked sites.
  • Transmit unsolicited or bulk communications to any Sprouted Service account holder or to any example.com or affiliated e-mail address.
  • Post or otherwise submit any software, programs or files that are harmful or disruptive of another’s equipment, software or other property, including any corrupted files, time bombs, Trojan horses, viruses and worms.
  • Create a false identity for the purpose of misleading others.
  • Download any materials posted by another that you know, or reasonably should know, cannot be legally reproduced, distributed, performed or displayed in such manner.
  • Disrupt, interfere or inhibit any other user from using and enjoying Sprouted Services or other affiliated or linked sites, materials or services.
  • Access or use Sprouted Services in any manner that could damage, disable, overburden or impair any Sprouted Service server or the network(s) connected to any Sprouted Service server.
  • Violate any applicable laws or regulations related to the access to or use of Sprouted Services, or engage in any activity prohibited by the Terms of Service.
  • Post or otherwise submit any topic, name, material or information that is child pornography, defamatory, excessively violent, harassing, inappropriate, indecent, lascivious, lewd, obscene, profane, racist, unlawful, or otherwise objectionable.
  • Prepare, compile, use, download or otherwise copy any Sprouted Service user directory or other user or usage information or any portion thereof, or transmit, provide or otherwise distribute (whether or not for a fee) such directory or information to any third party.
  • Engage in any chain letters, contests, junk e-mail, pyramid schemes, spamming, surveys or any other duplicative or unsolicited messages (commercial or otherwise).
  • Violate the rights of Sprouted or any third party (including rights of privacy and publicity) or abuse, defame, harass, stalk or threaten another.
  • Use any Sprouted or Sprouted Service domain name as a pseudonymous return e-mail address.
  • Market any goods or services for any business purpose (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by Sprouted.

Services provided by third parties are governed by separate agreements accompanying such materials and services. Sprouted offers no guarantees and assumes no responsibility or liability of any type with respect to the third-party services, including any liability resulting from incompatibility between a third-party service, the Sprouted Services or another third-party service. You agree that you will not hold Sprouted responsible or liable with respect to the third-party services.

Special treatment for spammers

In the event of your or others’ access to or use of a Sprouted Service in connection with the transmission of spam unsolicited e-mail or postings in violation of these Terms of Service, you acknowledge and agree that Sprouted would be irreparably harmed thereunder and that monetary damages would be an insufficient and ineffective remedy; therefore you agree that Sprouted is entitled to obtain immediate injunctive relief against any such transmission (in addition to all other remedies available at law or in equity). Sprouted may without restriction block, filter or delete unsolicited e-mail.

Payment, cancellation, and deletion

We offer free 14-day trials for all of our subscription Services. Upon the conclusion of the trial, a paid subscription is required for continued use of our Services.

In the event of failed payment, cancellation of a subscription, or no payment for a trial account, the Service will become inactive. The Owner, who is solely responsible, can cancel their subscription Service at any time directly via the app. An email or phone request to cancel a subscription is not considered cancellation.

In some instances, we will keep the inactive Service account for at least 30 days before deleting it from our system. This includes free accounts with no activity in the past 12 months, which will be deemed inactive and subject to deletion.

Additionally, we reserve the right to discontinue the Sprouted Services at any time. In this event, Sprouted will announce an End-Of-Life date on the Sprouted website. For subscription Services, the End-Of-Life date will be at least 12 months after the announcement date. Sprouted will honor the terms of this Agreement until the End-Of-Life date. Should an Owner's paid subscription exceed the End-Of-Life date, Sprouted will offer a refund for any unused time. At the End-Of-Life date, this Agreement will terminate.

Restriction and termination of use

We may block, restrict, disable, suspend or terminate your access to all or part of the Sprouted Services at any time in our sole discretion, without prior notice or liability to you. To this day, we have never had to do this, and we hope it never happens.

If you breach any of the terms and conditions in this document, your authorization to access or use the Sprouted Service automatically terminates. Any materials downloaded or printed from the Sprouted Service in violation of the Terms of Service must be immediately destroyed.

If you think we removed your access by mistake, get in touch and we’ll give you our reasoning.

Notification of copyright infringement

Sprouted will, in appropriate circumstances, terminate the accounts of users who infringe the intellectual property rights of others. Sprouted will investigate notices of copyright infringement and take appropriate actions under the Electronic Commerce Directive, article 14.

If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on a Sprouted Service or on sites linked to from Sprouted Services, please provide written notification of claimed copyright infringement to the designated agent for Sprouted, which must contain the following elements:

  • A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;
  • A description of the copyrighted work or works that you claim have been infringed and identification of what content in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled;
  • A description of where the content that you claim is infringing is located on Sprouted Service;
  • Information sufficient to permit Sprouted to contact you, such as your physical address, telephone number, and e-mail address;
  • A statement by you that you have a good faith belief that the use of the content identified in your Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  • A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

The Sprouted designated agent for notice of claims of copyright infringement can be reached here.

Links to third party sites

Sprouted Services may include links that will take you to other sites outside of the Sprouted Service. The linked sites are provided by Sprouted to you as a convenience and the inclusion of the links do not imply any endorsement by Sprouted of any linked site. Sprouted has no control of the linked sites and you therefore acknowledge and agree that Sprouted is not responsible for the contents of any linked site, any link contained in a linked site or any changes or updates to a linked site. You further acknowledge and agree that Sprouted is not responsible for any form of transmission (e.g. webcasting) received from any linked site.

Advertisements and promotions

Sprouted may run advertisements and promotions from third parties via Sprouted Services in any manner or mode and to any extent. Your communications, activities, relationships and business dealings with any third parties advertising or promoting via Sprouted Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, shall be solely matters between you and such third parties. You acknowledge and agree that Sprouted is not responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such non-Sprouted advertisers on Sprouted Services.

Publicity rights

(a) The Owner grants Sprouted the right to include the Owner's organization as a customer in Product promotional material.

(b) The Owner can deny Sprouted this right by submitting a written request via email to support@sprouted.app, requesting to be excluded from Product promotional material.

(c) Should the Owner come to be or already be included in Product promotional material, as a result of any prior purchases where the Owner did not request exclusion from Product promotional material, the Owner can at any point in time, submit a written request via email to support@sprouted.app to have Sprouted remove the Owner's organization name from Product promotional material. Upon receipt of such request, Sprouted will remove any reference to the organization from such promotional material within 30 days and make no further reference to it.

Warranties and disclaimers

The Sprouted Services are provided by Sprouted under these Terms of Service “as is” without warranty of any kind, either express, implied, statutory or otherwise, including, but not limited to, the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, Sprouted makes no warranty that:

  1. Sprouted Services will meet your requirements;
  2. Sprouted Services will be uninterrupted, timely, secure, or error-free;
  3. the results that may be obtained from the use of Sprouted Services will be effective, accurate, or reliable;
  4. the quality of any Services purchased or accessible by you will meet your expectations; and
  5. any errors or defects in Sprouted Services will be corrected.

Sprouted Services may include technical or other mistakes, inaccuracies, or typographical errors. Sprouted may make changes to Services, including the prices and descriptions of any software or products listed, at any time in its sole discretion and without notice. Sprouted Services may be out of date, and Sprouted makes no commitment to update the Services.

You acknowledge and agree that:

  1. Sprouted does not control, endorse, or accept responsibility for any materials or services offered by third parties, including third-party vendors and third parties accessible through linked sites;
  2. Sprouted makes no representations or warranties whatsoever about any such third parties, their materials or services;
  3. any dealings you may have with such third parties are at your own risk; and
  4. Sprouted shall not be liable or responsible for any Services offered by third parties.

Sprouted does not control or endorse the materials found in any Service and specifically disclaims any liability with regard to the Services and any actions resulting from your use of Sprouted Services and participation in any Services. Managers, hosts, Space Owners, project members and other third parties are not authorized Sprouted spokespersons, and their views do not necessarily reflect those of Sprouted. To the maximum extent permitted by law, Sprouted will have no liability related to User Materials arising under intellectual property rights, libel, privacy, publicity, obscenity or other laws. Sprouted also disclaims all liability with respect to the misuse, loss, modification or unavailability of any User Materials.

The use Sprouted Services or the downloading or other use of any materials is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your computer system, loss of data or other harm that results from such activities. Sprouted assumes no liability for any computer virus or other similar software code that is downloaded to your computer from the site or in connection with any Services. No advice or information, whether oral or written, obtained by you from Sprouted or via the site, Services shall create any warranty not expressly stated in the Terms of Service. Sprouted will not be liable for any loss that you may incur as a result of someone else using your password or account with respect to the site or any Services, either with or without your knowledge.

Some states or jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the extent permissible, any implied warranties are limited to ninety (90) days.

Indemnity and liability

You agree to indemnify and hold Sprouted and its officers, co-branders, other partners and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:

  1. your User Materials and any other content (e.g. computer viruses) that you may submit, post to or transmit through Sprouted Services, including a third party’s use of such User Materials or content (e.g. reliance on the accuracy, completeness or usefulness of your User Materials);
  2. your access to or use of Sprouted Services (including any use by your employees, contractors or agents and all uses of your account numbers, user names and passwords, whether or not actually or expressly authorized by you, in connection with Sprouted Services);
  3. your connection to Sprouted Services;
  4. your violation of the Terms of Service;
  5. the actions of any member of your work group, including non-logged in users you have granted access to the Sprouted Services you are an Owner for;
  6. your infringement of any third party’s intellectual property rights when using any of the software made available on Sprouted Services;
  7. your violation of any rights of any third party;
  8. your access to or use of linked sites and your connections thereto; or
  9. any dealings between you and any third parties advertising or promoting via Sprouted Services.

Limitation of liability

In no event shall Sprouted, its officers, directors, employees, partners or suppliers be liable to you or any third party for any special, punitive, incidental, indirect or consequential damages or losses of any kind, or any damages or losses whatsoever, including those resulting from loss of use, data or profits, whether or not foreseeable or if Sprouted has been advised of the possibility of such damages or losses, and on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with:

  1. the access or use of or the inability to access or use Sprouted Services;
  2. the statements or actions of any third party on or via the Services or Materials;
  3. any dealings with vendors or other third parties;
  4. any unauthorized access to or alteration of your transmissions, User Materials or other data;
  5. any information that is sent or received or not sent or received;
  6. any failure to store or loss of data, files, materials or other content;
  7. any Services available that are delayed or interrupted;
  8. any web site referenced or linked to from the Services; or
  9. your access to or use of or inability to access or use any linked site.

Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages. Accordingly, the limitations and exclusions set forth above may not apply to you.

Governing law and jurisdiction

Sprouted Services (excluding linked sites) is controlled by Sprouted from its offices within The Netherlands. By accessing Sprouted Services, you agree that all matters relating to your access to, or use of, Sprouted Services shall be governed by the statutes and laws of The Netherlands, without regard to the conflicts of laws principles thereof. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods. You also agree and hereby submit to the exclusive personal jurisdiction and venue of the District Court of Amsterdam with respect to such matters.

General

The Terms of Service and other rules, guidelines, licenses and disclaimers posted via Sprouted Services constitute the entire agreement between Sprouted and you with respect to your access to or use of Sprouted Services superseding any prior agreements between you and Sprouted on such subject matter (including any prior versions of the Terms of Service). Notwithstanding the foregoing, to the extent that any terms set forth in the Terms of Service expressly contradict any terms of a written agreement between you and Sprouted regarding the use of specific Services (including Service-specific Terms of Service) (“Executed Agreement”), such contradictory terms set forth in the Executed Agreement shall govern. You may also be subject to additional terms and conditions that may apply when you use other Sprouted Services, third party content or third party software. If for any reason a court of competent jurisdiction finds any provision of the Terms of Service, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Service shall continue in full force and effect. Any failure by Sprouted to enforce or exercise any provision of the Terms of Service or related right shall not constitute a waiver of that right or provision. The section titles used in the Terms of Service are purely for convenience and carry with them no legal or contractual effect.

Document history