Please Read These Terms Carefully Before Using the APPLICATION

Welcome to Sprouter! Sprouter provides a mobile application which lets you connect with your friends, family and other contacts over multiple social networks (the “Application”). The Application is owned and operated by Sprouter, LLC (“Sprouter”). These Terms of Use (the “Terms of Use”) applies to your access to and use of the Application. By downloading or using the Application, you are entering into a legally binding contract between you (or the entity which you represent) and Sprouter, so we encourage you to read carefully.

By using the Application, or by clicking “I Accept” when signing up for an account, you represent and warrant that (1) you are legally permitted to enter into this Agreement, either on your own behalf (e.g., you are not a minor), or on behalf of the entity for which you are entering into this Agreement (e.g., the company you work for); (2) you have read and understand this Agreement; and (3) you acknowledge and agree to be bound by the terms and conditions in these Terms of Use and the privacy policy available at https://getsprouter.com/site/privacy-policy (the “Privacy Policy”).

We are offering you this Application to use for your own personal use without cost, but you should be aware that you’re not allowed to copy or modify the Application, any part of the Application, or our trademarks or other intellectual property in any way. Sprouter grants you a personal, limited, non-exclusive, non-transferable, revocable license to use the Application, which shall terminate automatically and immediately if you breach any of the terms or conditions of these Terms of Use. You’re not allowed to attempt to extract the source code of the Application, and you also shouldn’t try to translate the Application into other languages, or make derivative versions. The Application itself, and all the trademarks, copyright, database rights and other intellectual property rights related to it, other than all trademarks, copyrights, database rights and other intellectual property rights belonging to third party applications or websites which are accessible via the Application (the “Third Party Apps”), belong exclusively to Sprouter.

It is your responsibility to review these Terms of Use periodically. Your continued use of the Application after changes or modifications are posted constitutes your acceptance of such changes or modifications. If at any time you find these Terms of Use unacceptable, or if you do not agree with these Terms of Use, you may not use or access the Application and must cancel your account by e-mailing us at [email protected]

THIRD PARTY APPS AND USER CONTRIBUTIONS

You may choose, at your sole and absolute discretion and risk, to connect the Application or your profile on the Application with a Third Party App, and such Third Party App may interact with, connect to or gather and/or pull information from and to your Application profile. By using such Third Party Apps, you acknowledge and agree that: (1) your use of a Third Party App may cause personally identifying information to be publicly disclosed and/or associated with you, even if Sprouter has not itself provided such information; (2) your use of a Third Party App is at your own option and risk; and (3) you will indemnify and hold Sprouter harmless for losses or damages resulting from your use of or interaction with any Third Party App in connection with the Application.

The Application also includes third-party content that we do not control, maintain or endorse. Functionality on the Application may also permit interactions between the Application and a Third Party App. For example, the Application may include a feature that enables you to share information from the Application or your information with a third party, which may be publicly posted on that Third Party App. Using this functionality typically requires you to login to your account on the Third Party App and you do so at your own risk. Sprouter does not control any Third Party Apps or any of their content. You expressly acknowledge and agree that Sprouter is in no way responsible or liable for any such Third Party Apps.

The Application may permit you to post, submit, publish, display or transmit to other users or persons (collectively, “Post”) content or materials (collectively “User Contributions”) on Third Party Apps via the Application, or directly to the Application. All User Contributions must comply with these Terms of Use and any terms, conditions, agreements or other policies or conditions of applicable Third Party Apps. Any User Contribution you Post via the Application is non-confidential and non-proprietary. By providing any User Contributions to Third Party Apps, you grant to those Third Party Apps or their owners the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties. You hereby grant Sprouter a perpetual, worldwide, royalty-free license to use any information or materials provided by you related to your use of the Application and understand that you will not be compensated for such license. You represent and warrant that you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and to the Third Party Apps.

Sprouter is not the publisher or author of any User Contributions.  Sprouter does not screen any User Contribution before it is Posted, and Sprouter disclaims all copyrights and ownership in such User Contributions and all responsibility for them. You are responsible for any User Contributions you Post and you have full responsibility for the content of any User Contributions, including with respect to its legality, reliability, accuracy and appropriateness. You specifically indemnify and hold Sprouter harmless for any loss or damage incurred by Sprouter arising from your User Contributions.

The following content standards apply to any and all User Contributions. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. User Contributions must not: (1) contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable, (2), promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, (3) infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person, (4) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy, (5) be likely to deceive any person, (6) promote any illegal activity, or advocate, promote, or assist any unlawful act, (7) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person, (8) impersonate any person, or misrepresent your identity or affiliation with any person or organization, or (9) give the impression that they emanate from or are endorsed by Sprouter.

MODIFICATIONS TO THE APPLICATION

Sprouter is committed to ensuring that the Application is as useful and efficient as possible. For that reason, we reserve the right to make changes to the Application or to charge for its services, at any time and for any reason. We will never charge you for the Application or its services without making it very clear to you exactly what you’re paying for.

At some point we may wish to update the Application. The Application is currently available on Android and iOS – the requirements for both systems (and for any additional systems we decide to extend the availability of the Application to) may change, and you’ll need to download the updates if you want to keep using the Application. Sprouter does not promise that it will always update the Application so that it is relevant to you and/or works with the iOS/Android version that you have installed on your device. However, you promise to always accept updates to the Application when offered to you. We may also wish to stop providing the Application, and may terminate use of it at any time without giving notice of termination to you. Unless we tell you otherwise, upon any termination, (1) the rights and licenses granted to you in these terms will end; (2) you must stop using the Application, and (if needed) delete it from your device.

ACCESS AND CONNECTIVITY

It’s your responsibility to keep your phone and access to the Application secure. We recommend that you do not jailbreak or root your phone, which is the process of removing software restrictions and limitations imposed by the official operating system of your device. It could make your mobile device vulnerable to malware/viruses/malicious programs, compromise your phone’s security features and it could mean that the Application won’t work properly or at all. You are entirely responsible for maintaining the confidentiality or your password and other information associated with the Application or Third Party Apps. You may not use a third party’s account at any time and agree to notify Sprouter immediately of any unauthorized use of your account. Sprouter shall not be liable for any losses you incur as a result of someone else’s use your account, either with or without your knowledge. You may be held liable for any losses incurred by Sprouter, our affiliates, managers, employees, consultants, agents and representatives due to someone else’s use of your account.

You should be aware that there are certain things that Sprouter will not take responsibility for. Certain functions of the Application, such as the ability to download and store certain information, will require the Application to have an active internet connection. The connection can be Wi-Fi, or provided by your mobile network provider, but Sprouter cannot take responsibility for the Application not working at full functionality if you don’t have access to Wi-Fi, and you don’t have any of your data allowance left.

If you’re using the Application outside of an area with Wi-Fi, you should remember that your terms of agreement with your mobile network provider will still apply. As a result, you may be charged by your mobile provider for the cost of data for the duration of the connection while accessing the Application, or other third party charges. In using the Application, you’re accepting responsibility for any such charges, including roaming data charges if you use the Application outside of your home territory (i.e. region or country) without turning off data roaming. If you are not the bill payer for the device on which you’re using the Application, please be aware that we assume that you have received permission from the bill payer for using the Application.

GOVERNING LAW; LEGAL COMPLIANCE; LIMITATION OF SPROUTER LIABILITY

By using the Application, you hereby acknowledge that you are at least 13 years old and have read and understood these Terms of Use and related Privacy Policy. You may not use the Application for any illegal or unauthorized purpose and agree to comply with all laws, rules and regulations applicable to your use of the Application.

These Terms of Use are governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law.

If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable by a court of competent jurisdiction, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. Sprouter’s failure to insist upon or enforce strict performance of any provision of these terms will not be construed as a waiver of any provision or right. No waiver of any of these terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. Sprouter reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with Sprouter.

The information provided within the Application is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Sprouter to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Application or any portion of the Application, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that Sprouter provides.

Software related to or made available by the Application may be subject to United States export controls. Thus, no software from the Application may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to the Application, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

THE APPLICATION AND ALL MATERIALS, DOCUMENTS OR FORMS PROVIDED ON OR THROUGH YOUR USE OF THE APPLICATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, SPROUTER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

SPROUTER MAKES NO WARRANTY THAT: (A) THE APPLICATION WILL MEET YOUR REQUIREMENTS; (B) THE APPLICATION WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE APPLICATION WILL MEET YOUR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL SPROUTER, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE APPLICATION, ANY APPLICATIONS LINKED TO IT, ANY CONTENT ON THE APPLICATION OR SUCH OTHER APPLICATIONS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

These Terms of Use were written in English (US). To the extent any translated version of these Terms of Use conflicts with the English version, the English version controls.