Terms & Conditions

Introduction

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 and Conditions of Use (hereby referred to as the "Terms of Use") apply 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 have the legal capacity 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.

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 emailing us at support@getsprouter.com.

Marketplace Payments; Funds-Holding (FBO) Accounts; Card Features

Sprouter provides optional payments functionality that allows event organizers and other users ("Organizers") to accept payments through the Application. Buyers purchase from the applicable Organizer, not from Sprouter. Unless we specifically state otherwise in writing, the Organizer is the merchant of record for ticket sales and related transactions.

Certain financial features (including accepting payments, holding funds, issuing debit cards, and paying out to Organizers) are provided by one or more program banks, card issuers, and payment processors (collectively, "Financial Partners"). Sprouter is not a bank and does not provide banking services.

Funds Holding (FBO)

Funds for paid events are held at an FDIC-insured bank in pooled "for benefit of" (FBO) accounts with sub-ledgers for each Organizer. Where eligibility and recordkeeping requirements are met by the bank, deposit insurance may pass through to underlying beneficiaries. Sprouter administers the movement and release of funds per these Terms and program rules and does not take beneficial ownership of user funds or recognize them on Sprouter's books.

Cards

If a debit card is offered to you, it is issued by a participating bank. Your use of any card is governed by the issuer's cardholder agreement and network rules, in addition to these Terms of Use.

Account Opening; KYC/AML; Sanctions Compliance

To enable financial features, you (and, for business accounts, any beneficial owners and control persons) must provide accurate information and consent to:

• Identity verification (KYC)
• Sanctions screening (e.g., OFAC)
• Anti-money-laundering checks
• Fraud/risk assessments
• Ongoing monitoring

You authorize Sprouter and our Financial Partners to obtain, verify, share, and retain information for these purposes and to make inquiries we consider necessary to validate identity and assess risk. We may approve, deny, suspend, or terminate financial features at our discretion. Financial features are available only to users 18 years of age or older (the general Application requires you to be at least 13 years old as set forth below).

You must promptly notify us of changes to your identity, business information, refund policy, or expected volumes that may affect your risk profile.

Payouts; Reserves; Refunds; Chargebacks

Payout Timing

Unless we state otherwise, standard payouts occur after the event ends. Limited pre-event advances may be offered by us or our Financial Partners at our discretion and may be subject to caps, additional verification, and monitoring.

Reserves and Holds

We or our Financial Partners may place a reserve or hold, delay payouts, or reverse transactions to manage actual or anticipated risk (including expected refunds, chargebacks, fraud, policy violations, or compliance review).

Refunds

Organizers are responsible for their refund policies and must comply with applicable law. If an event is canceled or materially changed, you authorize Sprouter to process refunds to buyers and to deduct such amounts (including any fees we cannot recover) from your available balances or the payment method on file.

Chargebacks and Disputes

You are responsible for chargebacks, disputes, and related fees. You must respond to dispute requests promptly and provide requested documentation. You authorize Sprouter to debit your balances or payment method to cover chargebacks, refunds, fees, fines, penalties, reserves, negative balances, or other amounts owed.

Fees and Taxes

You agree to pay platform, processing, and network fees disclosed at checkout or in your account. We may change fees with notice. Fees are non-refundable except where required by law.

Taxes

You are solely responsible for taxes related to your sales (e.g., sales/use taxes). If you enable tax-split features, you authorize us to route designated tax amounts into separate sub-ledgers; you remain responsible for the accuracy and remittance of taxes.

Prohibited and Restricted Activities

You may not use the Application for illegal activity; in connection with sanctioned countries or persons; or for categories we or our Financial Partners restrict, including:

• Fraud
• Money laundering
• Counterfeit goods
• Unlawful content
• Certain adult content
• Unlawful gambling
• Other high-risk activities

We may update restricted categories at any time and may suspend or terminate access, freeze funds, cancel transactions, or delay payouts to manage risk or comply with law.

E-Sign and Communications Consent

You consent to receive required electronic disclosures and communications related to financial features (including bank and card disclosures), receipts, account notices, and updates via the email address and interfaces associated with your account. You agree to maintain a current email address.

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. Such connections may be made by methods including explicit forms on the application or scanning QR codes.

By connecting and/or 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. Sprouter does not control any Third Party Apps or any of their content handling controls. You expressly acknowledge and agree that Sprouter is in no way responsible or liable for any such Third Party Apps.

User Contributions

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. 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.

Content Standards

User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. User Contributions must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable
• Promote or contain sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person
• Violate the legal rights (including the rights of publicity and privacy) of others
• Be likely to deceive any person
• Promote any illegal activity, or advocate, promote, or assist any unlawful act
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization
• Give the impression that they emanate from or are endorsed by Sprouter

Open Source Components

By using the application, you acknowledge that the application may contain programming, scripts, tools, modules, libraries, components, or other items that were developed using "open source" code (the "Open Source Software"). The Open Source Software, if any, contained in the application, shall be governed by the terms and conditions as is mentioned in detail in the applicable Open Source Software license.

Nothing in this Agreement limits your rights under, or grants you rights that supersede, any Open Source Software license. You acknowledge that the Open Source Software license is solely between you and the applicable licensor of the Open Source Software. All the terms of all applicable Open Source Software licenses, if any shall be binding on you and will be complied by you.

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 requirements for all systems, including but not limited to, Android and iOS devices (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. All of these Terms and Conditions will also apply to any updates.

Sprouter does not promise that it will always update the Application so that it is relevant to you and/or works with the operating system 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 any and all devices you use to access 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. The process of rooting/jailbreaking can and does make your mobile device more vulnerable to malware/viruses/malicious programs, as well as generally compromise your phone's security features, and could prevent the Application from working properly or at all.

You are entirely responsible for maintaining the confidentiality of your password and other information associated with the Application or Third Party Apps. You may not use another user'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 of your account, either with or without your knowledge or consent.

Internet Connection Requirements

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 does not take responsibility for the Application not working at full functionality if you have either no connection, or issues with your connection, to the internet.

Sprouter also takes no responsibility, explicit, implicit, or other, for the safety, security, confidentiality, or quality of the network in which you use the Application. You are solely responsible for ensuring the safety and security of any network the Application is used on.

Mobile Network Charges

If you're using the Application on a Cellular or mobile network, 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.

Confidentiality

By using the Application, you agree to keep any and all confidential information shared with you regarding Sprouter and the Application confidential, secret, and secure. This information could include, but is not limited to things such as, knowledge of upcoming features and functionality that have not been publicly disclosed, or internal information about Sprouter or any of its employees.

You are also agreeing that if you become aware, whether confirmed, assumed, or confidently suspicious, of a potential incident, you will be responsible for promptly notifying Sprouter with all facts and information known concerning the potential incident.

Feedback

Sprouter values and encourages user feedback, both positive and negative. By using the Application and willingly submitting feedback, you agree that Sprouter reserves the right to use, or not use, that feedback in any manner we see fit with no payment, credit or compensation of any form in exchange.

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.

Geographic Limitations

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.

Export Controls

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:

• Into (or to a national or resident of) any country to which the United States has embargoed goods; or
• 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.

Disclaimer of Warranties

Limitation of Liability

Contacting Us