The website located at (the “Site”) is a copyrighted work belonging to SproutStep, LLC (“Company”, “us”, “our”, and “we”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
2. Account Creation. In order to use certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. We may suspend or terminate your Account in accordance with Section 10.
3. Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
4. Access to the Site
5. License. Subject to these Terms, we grant you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, noncommercial use.
6. Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
7. Modification. We reserve the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
8. No Support or Maintenance. You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Site.
9. Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and its content are owned by us or our suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2. We and our suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
10. Termination and Suspension. Company may terminate, limit or suspend your right to use SproutStep in the event that we believe that you have breached this Agreement (a “User Breach”) by providing you with written or email notice of such User Breach and such termination or suspension, and termination or suspension will be effective immediately upon delivery of such notice.
If Company terminates, limits, or suspends your right to use SproutStep as a Client for a User Breach, you will not be entitled to any refund of unused balance in your account, and you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating, limiting, or suspending your account, Company reserves the right to take appropriate legal action, including without limitation pursuing arbitration, criminal, and injunctive redress in accordance with Sections 66-84.
Even after your right to use SproutStep is terminated, limited, or suspended, this Agreement will remain enforceable against you.
Company reserves the right to modify or discontinue, temporarily or permanently, all or any portion of SproutStep at its sole discretion. Except for refundable fees you have advanced to Company (if any), Company is not liable to you for any modification or discontinuance of all or any portion of SproutStep. Notwithstanding anything to the contrary in this Section, Company has the right to restrict anyone from completing registration as a Service provider if Company believes such person may threaten the safety and integrity of SproutStep, or if, in Company’s discretion, such restriction is necessary to address any other reasonable business concern.
All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
11. Account, Password, Security, and Mobile Phone Use. You must register with Company and create an account to use SproutStep. You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any password and account number provided by you or Company for accessing SproutStep. You are solely and fully responsible for all activities that occur under your password or account. Company has no control over the use of any User's account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you will contact Company immediately.
12. Your Information and Likeness. “Your Information” is defined as any information and materials you provide to Company or other Users in connection with your registration for and use of SproutStep, including without limitation that posted or transmitted for use in Public Areas. You are solely responsible for Your Information, and we act merely as a passive conduit for your online distribution and publication of Your Information. The information and materials described in this Section, as provided by each User, is collectively referred to herein as “User Generated Content.”
You hereby represent and warrant to Company that Your Information (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not create liability for Company or cause Company to lose (in whole or in part) the services of its ISPs or other partners or suppliers.
SproutStep hosts User Generated Content relating to reviews and ratings of specific Service providers (“Feedback”). Such Feedback is such User’s opinion and not the opinion of Company, has not been verified or approved by Company and each Client should undertake their own research to be satisfied that a specific Service provider is the right person for a service. You agree that Company is not liable for any Feedback or other User Generated Content. Company encourages each User to give objective, constructive and honest Feedback about the other Users with whom they have transacted. Company does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Company do so.
You hereby grant Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise all copyright, publicity rights, and any other rights you have in Your Information, in any media now known or not currently known in order to perform and improve upon SproutStep.Each Service provider who provides to Company any videotape, film, record, photograph, voice, or all related instrumental, musical, or other sound effects, in exchange for the right to use SproutStep, hereby irrevocably grants to Company the non-exclusive, fully-paid, royalty-free, transferable, sublicensable, worldwide, unrestricted, and perpetual right to: Use any videotape, film, record or photograph that such Service provider provides to Company or that Company takes of Service provider, and use, reproduce, modify, or creative derivatives of such Service provider picture, silhouette and other reproductions of their physical likeness (as the same may appear in any still camera photograph and/or motion picture film or video) (collectively the “Physical Likeness”), in and in connection with the exhibition, distribution, display, performance, transmission, broadcasting on any and all media, including, without limitation, the internet, of any videos or images of such Service provider in connection with SproutStep.
Reproduce in all media any recordings of such Service provider’s voice, and all related instrumental, musical, or other sound effects (collectively, the “Voice”), made in connection with SproutStep.Use, and permit to be used, such Service provider’s Physical Likeness and Voice in the advertising, marketing, and/or publicizing of SproutStep in any media.
Use, and permit to be used, such Service provider’s name and identity in connection with SproutStep.
Each Service provider hereby waives all rights and releases Company from, and shall neither sue nor bring any proceeding against any such parties for, any claim or cause of action, whether now known or unknown, for defamation, invasion of right to privacy, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such Service provider’s identity, likeness or voice in connection with SproutStep.Each Service provider acknowledges that Company shall not owe any financial or other remuneration for using the recordings provided hereunder by such Service provider, either for initial or subsequent transmission or playback, and further acknowledges that Company is not responsible for any expense or liability incurred as a result of such Service provider’s recordings or participation in any recordings, including any loss of such recording data.
13. Content. The Site contains a wide variety of Content (defined below), whether (1) proprietary to Company, or (2) proprietary to third parties, or Content proprietary to our commercial partners. “Content” includes, but is not limited to text, software, scripts, data, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials that you may view or access through the Site, and User Content. Under no circumstances will Company be liable in any way for any Content, including any errors or omissions in any Content or any Content that is libelous or defamatory, or any loss or damage of any kind incurred as a result of your use of any Content. You agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the Content, integrity, and accuracy of such Content.
Restrictions on Your Use of Content. The following restrictions apply to your use of Content:
i. The Content and the trademarks, services marks and logos on the Site are owned by or licensed to the Company, subject to copyright and other intellectual property rights under the law.
ii. Content is provided to Users AS IS. You may access Content for your information and use solely as intended through the provided functionality of the Site and as permitted under this Agreement. You shall not use Content in any manner that infringes our or any third party's intellectual property rights, or other proprietary right or rights of publicity in or to the Content. All rights not expressly granted herein by the Company and/or its licensors to you are reserved by the Company and/or its licensors.
iii. You agree not to circumvent, disable or otherwise interfere with security-related features of the Site and/or Services that prevent or restrict the use or copying of any Content and not to alter, remove, or falsify any attributions or other proprietary designations of origin or source of any Content appearing on the Site or contained in a file that is uploaded to the Site.
14. User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Site (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 20). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by us. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. We are not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
15. Links to Other Websites. SproutStep may contain links (such as hyperlinks) to third-party websites. Such links do not constitute the endorsement by Company of those sites or their content. They are provided as an information service, for reference and convenience only. Company does not control any such sites, and is not responsible for their (1) availability or accuracy, or (2) content, advertising, or products or services. The existence of links on SproutStep to such websites (including without limitation external websites that are framed by SproutStep as well as any advertisements displayed in connection therewith) does not mean that Company endorses any of the material on such websites, or has any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites.
As part of the functionality of SproutStep, you may link your account with online accounts you may have with third party service providers (such as Facebook) (each such account, a “Third Party Account”) by either: (i) providing your Third Party Account login information through SproutStep; or (ii) allowing Company to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Company and/or grant Company access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Company to pay any fees or making Company subject to any usage limitations imposed by such third party service providers. By granting Company access to any Third Party Accounts, you understand that (i) Company may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the “SNS Content”) so that it is available on and through SproutStep via your account, including without limitation any friend lists, and (ii) Company may submit and receive additional information to your Third Party Account to the extent you are notified when you link your account with the Third Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User Generated Content for all purposes of these Terms of Service. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on SproutStep. Please note that if a Third Party Account or associated service becomes unavailable or Company’s access to such Third Party Account is terminated by the third party service provider, then SNS Content may no longer be available on and through SproutStep. You will have the ability to disable the connection between your account on SproutStep and your Third Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Company is not responsible for any SNS Content. You acknowledge and agree that Company may access your e-mail address book associated with a Third Party Account and your contacts list stored on your mobile device or tablet computer solely for the purposes of identifying and informing you of those contacts who have also registered to use SproutStep.
16. Charges for Services. You understand and agree that you are responsible for all charges relating to your use of SproutStep User Services that are not covered by your employer. You will be informed of the fees to be charged when you select a wellness service. Fees may vary from provider to provider. Service providers and vendors of wellness products may increase their prices or pass through additional costs and you will be responsible for such costs and fees. You should monitor your account regularly to review and confirm any price increase or additional charges or fees. You will be responsible for all charges or fees related to any wellness product you select that are not covered by your employer. In the event you dispute any fee or charge, you must dispute such charge directly with the provider. You are free to cancel the services of any service provider of wellness products through the SproutStep site.
You authorize SproutStep to charge your credit card for any fees or charges that are not covered by your employer. You will be asked to supply credit card information, which will be verified prior to your selection of any wellness products. You will not be able to purchase wellness products on SproutStep if the credit card information you provide is inaccurate or if your credit card is declined.
By selecting and utilizing wellness products, you authorize us to charge your credit card for any charges that are not covered by your employer. In order to facilitate payment for your wellness products, we will share your credit card information and related personal information with the designated credit card payment processor. This information is shared solely for the purpose of collecting the fees.
You agree to update or renew a credit card that is expired or rejected. SproutStep reserves the right to cancel any wellness products and reserve future employer contributions you receive from your employer to cover unpaid fees if you do not provide a valid credit card within a reasonable amount of time.
In the event you incur any overcharges or additional fees from a provider of wellness products, such as charges or fees caused by additional services consumed by you or penalties for missed classes, you hereby authorize SproutStep to deduct these overcharges or additional fees directly from any balance remaining in your SproutStep account, to set off such overcharges or fees from future employer contributions or to charge your personal credit card.
In the event that you terminate any wellness products purchased through the site or are credited for any other charges and a provider reimburses you for any such charges, SproutStep shall credit the balance to your personal credit card or PayPal account. The Company shall have no responsibility for, and shall not provide any reimbursements or credits for, any purchases made, or transactions concluded, outside of the SproutStep site.
If you separate employment from your employer for any reason, you hereby agree and consent to SproutStep charging all fees or other charges for wellness products to your credit card.
17. License. You hereby grant (and you represent and warrant that you have the right to grant) to us an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
18. Information Use Only
SproutStep is not a medical care provider, medical company, and does not act in any healthcare professional capacity. The contents of SproutStep, such as text, graphics, images, user content, and other material contained on SproutStep ("Content") are for informational purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on SproutStep.
If you think you may have a medical emergency, call your qualified medical provider or 911 immediately. SproutStep does not recommend or endorse any specific tests, health care professionals, products, procedures, opinions, or other information that may be mentioned on the Site. Reliance on any information provided by SproutStep, SproutStep employees, others content, or other visitors to the Site is solely at your own risk.
19. Communication Platform
SproutStep is a web-based communications platform enabling the connection between users. “Clients” are individuals and/or businesses seeking to obtain services from other “Service providers” and are therefore clients of those “Service providers”, and “Service providers” are individuals and/or businesses seeking to perform services for Clients. Clients and Service providers together are hereinafter referred to as “Users.” If you agree on the terms of a service with another User, you and such other User form a Service Agreement directly between the two of you as set forth in more detail in Section 20 below.
SERVICE PROVIDERS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES OF SPROUTSTEP. COMPANY DOES NOT PERFORM SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM SERVICES. USERS HEREBY ACKNOWLEDGE THAT SPROUTSTEP DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR A SERVICE PROVIDER’S SERVICE AND IS NOT RESPONSIBLE FOR THE SERVICES PROVIDED OR THE SERVICE IN ANY MANNER.
SproutStep only enables connections between Users for provision of services. Company is not responsible for the performance of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Service providers, services, Clients, nor of the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any Users. Company makes no representations about the suitability, reliability, timeliness, or accuracy of the services requested and services provided by Users identified through SproutStep whether in public, private, or offline interactions.
20. User Vetting
In Company’s sole discretion, Users may be subject to an extensive vetting process before they can register for and during their use of SproutStep, including but not limited to a verification of identity and a comprehensive criminal background check, at the Country, State and local level, using third party services as appropriate. Users hereby give consent to Company to conduct background checks as often as required in compliance with federal and state laws, including, without limitation, the Fair Credit Reporting Act.
Although Company may perform background checks of Users, as outlined above, Company is not required to do so and cannot confirm that each User is who they claim to be and therefore, Company cannot and does not assume any responsibility for the accuracy or reliability of identity or background check information or any information provided through SproutStep.
When interacting with other Users, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don’t know.
NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF SPROUTSTEP AND YOU HEREBY RELEASE COMPANY AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF SPROUTSTEP.
You acknowledge and agree that a contract (the “Service Agreement”) is formed when you agree on the terms of a service with another User. The terms of the Service Agreement include the terms set forth in this Section, the engagement terms proposed and accepted on SproutStep, and any other contractual terms accepted by both the users to the extent such terms do not conflict with the terms in this Agreement including this Section and do not expand Company’s obligations or restrict Company’s rights under this Agreement. You agree that Company is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstance, create an employment or other service relationship between Company and the Service provider.
Where approved in advance by the Client, the Service provider is not obligated to personally perform the Services. Before any services are performed by any assistants, helpers, subcontractors or other personnel (collectively “Assistants”) engaged by the Service provider, the Service provider shall require any such individuals to become registered Service providers on SproutStep pursuant to Company policies as described on SproutStep. A Service provider’s failure to utilize an Assistant who is not a registered Service provider could lead to removal from SproutStep. The Service provider assumes full and sole responsibility for the payment of all compensation, benefits and expenses of Assistants, if any, and for all required and applicable state and federal income tax withholdings as to the Service provider and all persons engaged by the Service provider in the performance of the services.
The Client shall pay their Service provider directly for completed services through the PSP (as defined below) as indicated on SproutStep at the rates agreed to by the parties in the Service Agreement. Each party agrees to comply with this Agreement during the engagement, performance and completion of a service. Both parties agree to notify Company of any disputes prior to negotiation of or filing of any claims and to negotiate any dispute informally via Company representatives for at least thirty (30) days before initiating any proceeding between the parties.
21. Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
SproutStep may contain profiles, email systems, blogs, message boards, reviews, ratings, applications, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and material that are relevant and proper to the applicable forum. For the safety and integrity of SproutStep, you may not share your personal contact information with other Users.
Without limitation, while using SproutStep, you may not:
Impersonate another person or a User or allow any other person or entity to use your identification to post or view comments. Post the same service repeatedly (“Spamming”). Spamming is strictly prohibited.
Download any file posted by another User that a User knows, or reasonably should know, cannot be legally distributed through SproutStep. Restrict or inhibit any other User from using and enjoying the Public Areas.
Imply or state that any statements you make are endorsed by Company, without the prior written consent of Company. Use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index SproutStep in any manner. Hack or interfere with SproutStep, its servers or any connected networks.
Adapt, alter, license, sublicense or translate SproutStep for your own personal or commercial use.
Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by Company. Upload content to SproutStep that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals. Upload content that provides materials or access to materials that exploit people under the age of 18 in an abusive, violent or sexual manner. Use SproutStep to solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to use of SproutStep as set forth herein. Use SproutStep to collect usernames and or/email addresses of Users by electronic or other means. Use SproutStep or the services in violation of this Agreement. Use SproutStep in a manner which is false or misleading (directly or by omission or failure to update information) or for the purpose of accessing or otherwise obtaining Company’s trade secret information for public disclosure or other purposes. Attempt to circumvent the payments system or service fees in anyway including, but not limited to, processing payments outside of SproutStep, including inaccurate information on invoices, or otherwise invoicing in a fraudulent manner. Register under different usernames or identities, after your account has been suspended or terminated or register under multiple usernames or identities. Cause any third party to engage in the restricted activities above. You understand that all submissions made to Public Areas will be public and that you will be publicly identified by your name or login identification when communicating in Public Areas, and Company will not be responsible for the action of any Users with respect to any information or materials posted in Public Areas.
22. Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 10, and/or reporting you to law enforcement authorities.
23. Feedback. If you provide us with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.
24. Billing and Payment between Users. Users of SproutStep contract for services directly with other Users. Company will not be a party to any contracts for services. Payment for services through SproutStep is made directly from the Client to the Service provider and not by Company. If a Client fails to pay a Service provider for services provided through SproutStep, Company may, in its sole discretion, pay the Service provider for such services but Company is not obligated to do so. Notwithstanding the foregoing, Company is not obligated to pay Service providers for Client’s failure to pay for services.
Users of SproutStep will be required to provide their credit card and/or bank account details to Company and the Payment Service Provider retained by Company (the “PSP”). Service provider are responsible for invoicing their Clients within 24 hours of the work being performed even if the service is not completed in its entirety or is designed as “ongoing”. Clients will be responsible for paying the invoice for each service (the “Invoice”), which will include (i) the pricing terms of the service agreed with and provided by a Service provider (“Service Payment”), (ii) any out of pocket expenses agreed with and submitted by a Service provider in connection with the service, (iii) any tip or gratuity, if applicable, (iv) the service charge Company assesses for SproutStep, variable based on the Service Payment amount, and (v) the platform fee, which is used to offset Company's cost of operating SproutStep, providing Users with customer support, and other various business objectives, and (vi) cancellation fees, if applicable. Service providers will be responsible for paying (i) registration fees (applicable to Service provider registrants), (ii) cancellation fees, if applicable and (iii) repayment of erroneous payments. Clients are also charged credit card processing fees up to three percent (5%) of the aggregate expense amount.
To help prevent fraud and safeguard User information from the risk of unauthorized access, Company and/or the PSP may validate an account before activation. As part of the account validation, a very temporary charge is placed on account associated with the User and then refunded within 1-3 business days. Due to the difference in PSP and credit card issuer requirements, this temporary charge may vary between $0.01 US to $5000.00 US depending on the estimated value of the service and reimbursements.
When Client receives confirmation through SproutStep or via email that a service has been completed, Client automatically authorizes Company to provide Client's payment details to the PSP for processing of Service Payment, out of pocket expenses owed to Service provider, and the service charge and processing fees owed to Company for the use of SproutStep. You may be charged a cancellation fee through the PSP if you book a service, but cancel it before it is completed, as set forth in the service pricing terms or if you agree to perform a service but fail to complete it, as may be set forth in the service pricing terms.
Company reserves the right, in its sole discretion (but not the obligation), upon request from Client or Service provider or upon notice of any potential fraud, unauthorized charges or other misuse of SproutStep, to (i) place on hold any Service Payment and out of pocket expenses, or (ii) refund, provide credits or arrange for the PSP to do so.
Service Payment and fees must be paid through the PSP as indicated on SproutStep.
Users of SproutStep will be liable for any taxes (including VAT, if applicable) required to be paid on the services provided under the Agreement (other than taxes on Company’s income).
25. Worker Classification and Withholdings. COMPANY DOES NOT PERFORM SERVICES AND DOES NOT EMPLOY SERVICE PROVIDERS TO PERFORM SERVICES. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.
Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Company. Each User acknowledges that Company does not, in any way, supervise, direct, control or monitor a Service provider’s work or services performed in any manner. Company does not set a Service provider’s work hours or location of work. Company will not provide any equipment, space, labor, or materials needed for a particular service. Company does not provide any supervision to Users.
SproutStep is not an employment service and Company is not an employer of any User. As such, Company is not responsible for and will not be liable for any tax payments or withholding, including but not limited to unemployment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with your use of Users’ services.
Service providers determine what categories they are qualified to service in and scope the service directly with their Client. SproutStep does not oversee, monitor or direct how a Service provider performs a service and does not monitor services or chat threads between Users. Clients are advised to confirm with their Service provider that their Service provider is qualified to perform the service prior to the service taking place.
Customers, Employers, and Authorized Users
26. Subscription. Subject to all limitations and restrictions contained herein and the Quote if provided, the Company grants the Customer a term subscription, software as a service (‘SaaS’), nonexclusive, and nontransferable right to access and operate the SproutStep site and applications (and use its Documentation). This includes limited access to designated Customer’s employees or the Customer’s Users. The Customer is not granted access to a physical copy of any software.
27. Onboarding Users. The Customer will provide SproutStep with the Customer’s Users’ identifying information, including but not limited to, name, email, and phone number. SproutStep will grant access to the Customer’s Users and provide instructions for using the SproutStep platform. SproutStep cannot guarantee the Customer’s Users use of the SproutStep site and it is the sole responsibility of the Customer to ensure the Customer’s designated employees utilize the SproutStep site. The designated Customer’s employees are the only authorized users. The Customer is responsible for ensuring that access to Customer User accounts are not shared. For each Customer’s Users’ account accessed by a non authorized User, the Customer will incur a $500 fee and will be required to pay said fee(s) prior to continued access to the SproutStep site.
28. Price. The Customer agrees to pay the outlined subscription price for the designated term. Terms include monthly or annual basis. The price for accessing the SproutStep site is per User per term. Payments are expected on the term anniversary of the date the Customer initially subscribed to the SproutStep site. If payment is delayed, SproutStep reserves the right to remove access to the Site for all of the Customer’s User accounts. SproutStep reserves the right to increase the price of subscription beginning the following month. If SproutStep increases the subscription price, the Customer will be notified and may elect a refund for the remaining months in the term or to cancel their subscription with no penalties or additional fees.
29. Taxes. The license, service fees, and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Customer shall reimburse SproutStep and hold SproutStep harmless for all sales, use, VAT, excise, property or other taxes or levies which SproutStep is required to collect or remit to applicable tax authorities. This provision does not apply to SproutStep’s income or franchise taxes, or any taxes for which the Customer is exempt, provided the Customer has furnished SproutStep with a valid tax exemption certificate.
30. Change of Subscription. Customers may upgrade, downgrade, or change their subscription without authorization from the Company and with no penalty or fee. If a Customer upgrades or downgrades their subscription, the Company will assist the Customer with transitioning their subscription and provide updated invoice and instructions for the Customer’s Users within one week. This agreement is automatically renewed for another term unless the customer terminates the agreement prior to the term anniversary of the initial subscription date.
31. Service Availability. SproutStep will use reasonable efforts to maintain constant availability of the SproutStep site.
32. Support Services. Upon payment of subscription fees, the Customer and its Users may receive support services that may include webchat, email, or phone call as is deemed appropriate by the Company. SproutStep will use reasonable efforts to assist the Customer and Users in a reasonable timeframe. Priority support is provided to higher tier subscriptions, as is state on the Site.
33. Reports. SproutStep only provides Customer aggregated analytics and utilization reports regarding the Customer’s Users and will not provide User specific information, analytics, or reports.
34. Termination by Sproutstep. These Terms and any license created hereunder may be terminated by SproutStep: (i) if the Customer fails to make any payments due hereunder within fifteen (15) days of the due date; (ii) on thirty (30) days written notice to Customer if Customer fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (iii) Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.
35. Termination by the Customer. The Customer may cancel their subscription to the SproutStep site at any time. If a Customer cancels their subscription, the Customer agrees the cancellation will occur after the current month (as calculated by the monthly anniversary date of initial subscription). For longer than one month term subscriptions, the Company will refund the Customer any prorated subscription funds that were prepaid for after the current month.
36. Effect of Termination. Upon termination of the subscription, the Customer shall no longer access the Site and the Customer shall not circumvent any security mechanisms contained therein.
37. Other Remedies. Termination of subscription will not limit either party from pursuing other remedies available to it, including injunctive relief, nor will such termination relieve the Customer’s obligation to pay all fees that have accrued or are otherwise owed by the Customer under these Terms.
38. The Customer agrees that no employees of SproutStep will be required to individually sign any agreement in order to perform any services hereunder including, but not limited to, access agreements, security agreements, facilities agreements or individual confidentiality agreements.
39. The Customer agrees to comply with all applicable laws, regulations, and ordinances relating to these Terms.
40. The Customer shall be obliged to inform its Users before the beginning of use of the Site about the rights and obligations set forth in these Terms. The Customer will be liable for any violation of obligations by its Users or by other third parties who violate obligations within the Customer’s control.
41. The Customer shall be obliged to keep the login names and the passwords required for the use of the SproutStep site confidential, to keep it in a safe place, and to protect it against unauthorized access by third parties with appropriate precautions, and to instruct its Users to observe copyright regulations. Personal access data must be changed at regular intervals.
42. Before entering its data and information, the Customer shall be obliged to check the same for viruses or other harmful components and to use state of the art anti-virus programs for this purpose. In addition, the Customer itself shall be responsible for the entry and the maintenance of its data.
43. SproutStep has the right (but not the obligation) to suspend access to the Site or remove any data or content transmitted via the Site without liability (i) if SproutStep reasonably believes that the Site is being used in violation of these Terms or applicable law, (ii) if requested by a law enforcement or government agency or otherwise to comply with applicable law, provided that SproutStep shall use commercially reasonable efforts to notify the Customer prior to suspending the access to the Site as permitted under these Terms, or (iii) as otherwise specified in these Terms. Information on SproutStep’s servers may be unavailable to the Customer during a suspension of access to the Site. SproutStep will use commercially reasonable efforts to give the Customer at least twelve (12) hours’ notice of a suspension unless SproutStep determines in its commercially reasonable judgment that a suspension on shorter or contemporaneous notice is necessary to protect SproutStep or its customers.
44. Assignment. The Customer may not assign these Terms or otherwise transfer any license created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of SproutStep. Any purported assignment of these Terms, or any license or rights in violation of this Section will be deemed void. The SproutStep may assign, in whole or in part, its rights, interests, and obligations hereunder without limitation.
45. Third Parties. SproutStep will have the right to use third parties, including, but not limited to, employees of SproutStep affiliates and subsidiaries (“Subcontractors”) in performance of its obligations and services hereunder and, for purposes of these Terms, all references to SproutStep or its employees will be deemed to include such Subcontractors.
46. Technical Data. The Customer shall not provide to Sproutstep any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10. Customer shall certify that all information provided to SproutStep has been reviewed and scrubbed so that all technical data and other sensitive information relevant to Customer’s ITAR regulated project has been removed and the information provided is only relevant to bug reports on SproutStep products.
47. Compliance with Laws. Both parties agree to comply with all applicable laws, regulations, and ordinances relating to such party’s performance under these Terms.
48. Notices. Any notice required under these Terms shall be given in writing and will be deemed effective upon delivery to the party to whom addressed. Any notice of material breach will clearly define the breach including the specific contractual obligation that has been breached.
49. Force Majeure. SproutStep will not be liable to the Customer for any delay or failure of SproutStep to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of SproutStep. Such causes will include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by the Customer in providing required resources or support or performing any other requirements hereunder.
50. Restricted Rights. Use of the Site by or for the United States Government is conditioned upon the Government agreeing that the Site is subject to Restricted Rights as provided under the provisions set forth in FAR 52.227-19. Customer shall be responsible for assuring that this provision is included in all agreements with the United States Government and that the Site, when accessed by the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of such access.
51. Entire Agreement. These Terms together with the documents listed in the applicable Quote constitute the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect to the subject matter contained herein. Any signed copy of these Terms made by reliable means will be considered an original.
52. Non-solicitation. During the term of these Terms and for a period of two (2) years thereafter, the Customer agrees not to hire, solicit, nor attempt to solicit, the services of any employee or Subcontractor of SproutStep without the prior written consent of SproutStep. Customer further agrees not to hire, solicit, nor attempt to solicit, the services of any former employee or Subcontractor of SproutStep for a period of one (1) year from such former employee’s or Subcontractor’s last date of service with SproutStep. Violation of this provision will entitle SproutStep to liquidated damages against the Customer equal to two hundred percent (200%) of the solicited person’s gross annual compensation.
53. Headings. Headings are for reference purposes only, have no substantive effect, and will not enter into the interpretation hereof.
54. No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
55. Severability and Reformation. Each provision of these Terms is a separately enforceable provision. If any provision of these Terms is determined to be or becomes unenforceable or illegal, such provision will be reformed to the minimum extent necessary in order for these Terms to remain in effect in accordance with its terms as modified by such reformation.
56. Independent Contractor. SproutStep is an independent contractor and nothing in these Terms will be deemed to make SproutStep an agent, employee, partner, or joint venturer of Customer. Neither party will have authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.
57. Indemnification. You agree to indemnify and hold us (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of us. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
58. Third-Party Links & Ads; Other Users
59. Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of us, and we are not responsible for any Third-Party Links & Ads. We provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
60. Other Users. Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that we will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
61. Release. You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads).
SproutStep is only a venue for connecting Users. Because Company is not involved in the actual contact between Users or in the completion of the services, in the event that you have a dispute with one or more Users, you release Company and its affiliates (and their respective officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF SPROUTSTEP.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
63. Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
64. Term and Termination. Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. We will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 9, 12, 16, 25, 60, 61, and 32.
65. Copyright Policy. We respect the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
1. your physical or electronic signature;
2. identification of the copyrighted work(s) that you claim to have been infringed;
3. identification of the material on our services that you claim is infringing and that you request us to remove;
4. sufficient information to permit us to locate such material;
5. your address, telephone number, and e-mail address;
6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
67. Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
68. Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with us and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
69. Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by us that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and us, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
70. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to us should be sent to . After the Notice is received, we may attempt to resolve the claim or dispute informally. If we do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
71. Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that we made to you prior to the initiation of arbitration, we will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
72. Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
73. Time Limits. If you or us pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
74. Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and us, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
75. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and us in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
76. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
77. Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
78. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
79. Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
80. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with us.
81. Small Claims Court. Notwithstanding the foregoing, either you or us may bring an individual action in small claims court.
82. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
83. Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
84. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Wilmington, Delaware, for such purpose.
85. Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from us, or any products utilizing such data, in violation of the United States export laws or regulations.
86. Disclosures. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
87. Electronic Communications. The communications between you and us is through the use of electronic means, whether you use the Site or send us emails, or whether we post notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
88. Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to us is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
89. Copyright/Trademark Information. Copyright © 2017 SproutStep, LLC. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.