End-User Terms of Use Agreement

1. Acceptance of Terms

Access to any and all sites operated by SproutLoud, including any marketing programs, products and services contained on any sites operated by SproutLoud and/or the Engine, as hereinafter defined, is conditioned on your acceptance without modification of our Terms.

SproutLoud reserves the right to change, modify or revise the terms, conditions, obligations, affirmations and representations in our Terms. SproutLoud will notify you of any changes, modifications or revisions by posting prominent notice thereof in the Engine. We will also update our Terms found in the footer of www.sproutloud.com. Unless you terminate your account or relinquish your user credentials within 10 days by contacting SproutLoud, your continued use of Application Services and Marketing Services provided by SproutLoud after the effective date of such changes constitutes your acceptance of and agreement to such changes.

2. Description of Services

This Site and services are provided by SproutLoud.

SproutLoud is an online solution that makes managing your local marketing easier. SproutLoud provides a wide range of marketing services and products – your access to these services and products is determined by the Network Sponsor(s) you are connected to within the Engine. These services and products may change at any time, at our discretion, with or without notice.

3. Authority and Capacity; Closing Your Account

You represent that you are at least 18 years of age and have attained the age of majority in the province, state or country in which you reside and that you are fully able and competent to enter into the terms, conditions, obligations, affirmation and representations set forth in this Agreement. You represent and warrant that you will provide true, complete and up-to-date contact and billing information at all times. You represent and warrant that you are not based in Iran, North Korea, Syria or any other country that is subject to a government embargo or that has been designated by the US government as a “terrorist-supporting” country. SproutLoud may refuse service, close accounts of any users and change requirements at any time.

In the event you wish to discontinue the use of SproutLoud service and products, you may cancel your SproutLoud Account. If you are not the Primary User on your account, you must have the Primary User initiate such a request. Once your account is terminated, after a period of thirty (30) days, you acknowledge and agree that we may permanently delete your account and all data associated with it, including any marketing data.

4. Use of Application Services

SproutLoud grants you permission to use the Application Services, as hereinafter defined, provided that your use is limited to your own internal purposes and business operations. The right to use the Application Services is personal to you and you shall not sell, lease, assign or transfer any right to use the Application Services nor shall you permit any such assignment or transfer to occur, directly, indirectly or contingently by agreement or operation of law.

You agree not to decompile, reverse engineer, disassemble or otherwise attempt to discover the source code of the Application Services and any sites operated by SproutLoud.

You agree not to use the Application Services in any way that is unlawful or harms SproutLoud, its affiliates or any of its clients. You may not use the Application Services in any way that breaches any code of conduct, policy or other notice applicable to the Application Services. Without limiting the generality of this section, you may not use the Application Services in any manner that could damage, disable, overburden, or impair any site operated by SproutLoud or its Application Services or interfere with any other party’s use of the Application Services. When you use the Application Services and any site operated by SproutLoud, you will comply at all times with all applicable country, state and local laws, statutes, regulations, and ordinances and will not take any action that harms or violates the rights of any person or entity.

5. Your Responsibilities and Compliance with Laws

You are responsible for all activity that occurs within your Account(s). You shall: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (b) prevent unauthorized access to, or use of, the Application Services, and notify SproutLoud promptly of any such unauthorized access or use; and (c) pay all local and state Use, Sales or Value-Added Taxes as a result of any purchases of Marketing Services on this site.

You represent and warrant that your use of the Services will comply with all applicable laws and regulations. You are responsible for determining whether the Services are suitable for you to use in light of your obligations under any regulations like HIPAA, GLB, EU data privacy laws (including the General Data Protection Regulation) (collectively, “EU Data Privacy Laws”), United States export control laws and regulations and economic sanctions laws and regulations (“U.S. Export Control Laws and Regulations”), or other applicable laws. If you’re subject to regulations (like HIPAA) and you use the Services, then we won’t be liable if the Services doesn’t meet those requirements. You may not use the Services for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children’s Online Privacy Protection Act, or other laws that apply to commerce.

You shall not upload Protected Health Information if you have not entered into a Business Associate Agreement with SproutLoud.

If you’re located in the European Economic Area, the United Kingdom, or Switzerland (collectively, the “EEA”) and/or order and use Marketing Services to anyone located in the EEA (each such Member an “EEA Member”) including the collection and distribution of information of EEA members via the Application Services, or creating and sending marketing messages, you represent and warrant to SproutLoud that:

1.) You will clearly post, maintain, and abide by a publicly accessible privacy notice on the digital properties from which the underlying data is collected that satisfies the requirements of applicable data protection laws, describes your use of the Services, and include a link to SproutLoud’s Privacy Policy.

2.) You will get and maintain all necessary permissions and valid consents required to lawfully transfer data to SproutLoud and to enable such data to be lawfully collected, processed, and shared by SproutLoud for the purposes of providing the Service or as otherwise directed by you.

3.) You will comply with all laws and regulations applicable to the Marketing Services ordered by you, including those relating to (a) acquiring consents (where required) to lawfully engage in Marketing Services including the sending of marketing messages and tracking thereof.

4.) You will provide and obtain all notices and obtain all necessary consents required by applicable data protection laws to enable SproutLoud to deploy cookies and similar tracking technologies (like web beacons or pixels) lawfully on and collect data from the devices of contacts and end users of the Service in accordance with and as described in SproutLoud’s Privacy Policy for User Contacts.

5.) You will sign and return SproutLoud’s Data Processing Addendum, which sets out your and SproutLoud’s obligations with respect to data protections and security when processing personal information. Once signed, the Data Processing Addendum will form part of and be incorporated into the Agreement. Please contact SproutLoud at [email protected] for the Data Processing Addendum.

In addition, if you are an EEA Member, you acknowledge and agree that we have your prior written authorization to respond, at our discretion, to any data subject access requests we receive from your contacts made under EU Data Privacy Laws, or, alternatively, we may direct any such contacts to you so that you can respond to the request accordingly.

You understand and acknowledge that: (i) SproutLoud, in its reasonable discretion, may refuse to distribute any message content that SproutLoud reasonably believes is defamatory, infringing, or otherwise unlawful; and (ii) SproutLoud, in its reasonable discretion, may refuse to distribute any email to any recipient that SproutLoud reasonably believes has not granted permission (or otherwise “opted-in”) to You to send such message(s) or that SproutLoud reasonably believes is unlawful.

Enrollment into marketing services on the Engine must be accurate and complete. You shall update enrollment information as necessary to keep it accurate and complete. You shall not misrepresent Your identity, the identity of Your authorized Users of the Engine, Your ownership of, and authority to act on behalf of, Your company, or any other enrollment information or information provided by You subsequent to the enrollment. Failure to provide accurate and complete information may result in the termination of Your ability to use the Engine and to receive services.

You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses, that result from your breach of this Section 5.

6. Site Policies

SproutLoud’s online marketing tools provide for the online management and deployment of your customized marketing materials and programs for your business. Other than when you use an image or text supplied by us or our licensors, or specifically request template design help from our designers, SproutLoud will not be involved in any way with the design or creation of your marketing material and content. Therefore, we will not routinely screen or review text or graphics modified by you before your marketing materials are delivered in the order medium you have chosen. You are solely responsible for and assume all liability arising from all content that you create. For your content sent via direct mail, SproutLoud may automatically print a return address on every document that you create based on the address and/or method of delivery for the profile you select for a direct mail order. Postal regulations, specifically in the United States, forbid showing a false return address on mail. All information, data, text, software, photographs, messages or other materials (“Content”) you upload, post or create using this website is solely your responsibility. You also acknowledge that you assume full responsibility for the use and/or disclosure of any Non-Public Personal Information, including Protected Health Information, obtained and uploaded pursuant to a Business Associate Agreement. You must evaluate and bear all risks associated with the use of any of your Content and sending of your content. You represent and warrant to SproutLoud that: (i) you and your authorized Users have the full right, power, and authority to perform any function with relation to the Content (including without limitation uploading, posting, reproducing, distributing, publicly displaying and making derivative works from the Content) that you or they perform via the SproutLoud website; (ii) your use and the use by your authorized Users of the Content does not and will not infringe any copyright or right of privacy, violate any statutory or common law right; interfere with any intellectual property or other proprietary rights of any third party; or contain any matter that is libelous or otherwise in contravention of law; and (iii) Your Information will be true, accurate, current and complete at all times.

You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses, that result from your breach of this Section 6.

7. Pricing

SproutLoud may, in its sole discretion, add, delete or change the pricing of its products and services at any time and without notice. All pricing, including costs and taxes, are quoted in the currency you have selected upon registration.

8. Term Subscriptions, Product and Refund Policies

Subscription.

Some Marketing Programs, products and/or services require your consent to a term commitment in order to grant participation into the program. You may have also provided consent to purchase products and services in the future at “bulk package” rates in exchange for favorable pricing. In either case, unless SproutLoud terminates your account without cause, if your account is cancelled in accordance with these Terms, you authorize SproutLoud to charge your credit card to fulfill your obligations to such commitments, regardless if SproutLoud is authorized to finish to work associated with the product or service purchased.

Marketing Programs and Subscriptions.

If a subscription to SproutLoud services was pre-paid, you will receive a prorated refund of your subscription fee only if the following conditions are met: (i) the request for a refund is placed within 30 days of the start of the subscription term (ii) the refund requested was not a one-time “set-up” fee and (iii) you did not agree to a “term” as part of the service.

Embroidery, Print Collateral and Custom Manufactured Items: Due to the custom nature of embroidery or customized items, we cannot accept returns or exchanges unless the item has a clear manufacturer or embroidery defect.

Proofing Customized Marketing Material.

After marketing materials have been proofed and approved by you, SproutLoud employs a strict no-refund policy. Since you customize every part of your artwork for your marketing communications, it is important to review your submission, and if relevant, the proof carefully before you submit your request through the Application Services. SproutLoud will not be responsible for your negligence in proofing materials. In the event you receive marketing materials from SproutLoud which looks substantially different than your proof, SproutLoud, at its sole discretion, will remedy the error by (i) re-producing the job correctly, or (ii) issuing a credit to a future job of the same manufacturing/electronic specifications.

Non-Customized Marketing Material.

SproutLoud manages non-customized, inventoried marketing material available for ordering. In the event you would like to return an item, a full refund will be given provided the return ship-date on the item is within 30 days of original receipt of the item.

Deliverability of Purchased Data.

SproutLoud provides you with a link to various data providers giving you the ability to purchase data to use in a direct mail campaign as a service to you. Data industry standards provide for a 3%-10% non-deliverability rate which varies based on territory and data provider source used. Neither SproutLoud, nor the data providers, are liable for any undeliverable data – including print and any other associated services as a result of undeliverable mail. In the event the amount of undeliverable data exceeds 10%, you will be refunded according to SproutLoud’s refund policy.

9. Custom Terms for Marketing Services

General.

Access and participation to some marketing services and products within your Account are subject to specific terms of use. Please read these terms carefully. In the event of a conflict with these Terms, these conditions related to your participation will prevail.

Reporting.

All performance and reporting data generated by your participation in services and products in the Engine may be shared with your Network Sponsor.

Email.

Should you be using email services in the Engine, SalesForce (“SalesForce”) shall be deemed a third party beneficiary under this Agreement and you shall be liable to SalesForce for any damages arising due to your breach hereof (in relation to email services used) to the same extent as if SalesForce had been a signatory to this Agreement.

Local Event Services.

SproutLoud may provide local event coordination services with your Event Vendor. As part of this service, SproutLoud may facilitate contract signing between you and your Event Vendor. Please read your Event Vendor’s terms and conditions carefully, as SproutLoud will not be a Party to this agreement. You accept responsibility for any and all authorized event module orders and agree to directly contract with venues for associated services, as facilitated by SproutLoud and its Vendors. You acknowledge that SproutLoud and its independent contractors and Vendors will assist with order placement, scheduling, creative customization and payment processing as necessary but is not responsible for the performance of Users and the venue relative to their mutually approved obligations. Some Event Providers may require a Certificate of Insurance (COI) in order to participate. You will keep an accurate, up-to-date COI on file with SproutLoud. In the event you do not keep a COI on file, or your COI does not provide adequate coverage for the Event Provider, you may be required to purchase temporary insurance for the Event. SproutLoud will not be responsible for any Event Services disruptions should you be found out of insurance compliance. All Event Services are subject to special terms and conditions found here: https://sproutloud.com/legal/terms/event-services/

Local Media Services.

SproutLoud may provide local media coordination services with your Media Vendor. As part of this service, SproutLoud may facilitate contract signing between you and your Media Vendor. Please read your Media Vendor’s terms and conditions carefully, as SproutLoud will not be a Party to this agreement. You accept responsibility for any and all authorized media module orders and agree to directly contract with Media Vendors for associated services, as facilitated by SproutLoud and its Vendors. You acknowledge that SproutLoud and its Vendors will assist with order placement, scheduling, creative customization, and payment processing as necessary but is not responsible for the performance any Media Vendor relative to their mutually approved obligations to You. All Media Services are subject to special terms and conditions found here: http://www.sproutloud.com/terms/media-services

Local Vehicle Wrap Installation Services.

SproutLoud may provide local vehicle wrap installation coordination services for any Vehicle Wrap graphics purchased through the Engine. As part of this service, SproutLoud Vehicle Wrap Vendors choose an installer from a database for pre-approved 3M wrap installers. SproutLoud does not employ background checks for installers.

Call-Tracking Services.

In the event you use Call-Tracking services enabled by your Network Sponsor, you grant SproutLoud and your Network Sponsor the ability to listen and review such calls for quality, training and reporting purposes.

Publisher Proprietary Rights.

You acknowledge and agree that certain products or services may involve distribution of Content, including but not limited to business listing information (e.g. store location, hours of operation, and contact information) and/or other interactions with third parties (the “Publishers”) that own or operate online business directories, search web sites, social media web sites, mobile apps or other online properties (each, a “Publisher Site”). You grant SproutLoud and its third party providers, their affiliates and their respective Publishers (together “Third Party Providers”) a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, unlimited, sublicensable (through multiple tiers of sublicensees) license to use, reproduce, prepare derivative works of, display and distribute the Content in connection with the provision of products and services to You. The licenses granted herein shall be limited to the rights contractually required by such party and the licenses shall be granted to each Third Party Provider only when SproutLoud and/or you use products or services of such Third Party Provider, distribute Content to such Third Party Provider or otherwise interact with such Third Party Provider. Where such a Third Party Provider identifies any Content that is inaccurate or contains errors (e.g. the incorrect spelling of a city name or a wrong zip code), or non-compliance with applicable formatting guidelines (e.g. use of unsupported special characters), such Third Party Provider may (but is not required to), in addition to its other available rights and remedies, modify the Content to correct the error or bring it into compliance with the applicable formatting guidelines. Certain Content may be subject to a Publishers’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or modified at any time to comply with such policies. SproutLoud does not guarantee that any Content will be displayed on any Publisher Site and the appearance and/or location of any Content placement may change at any time.

10. Privacy Policy

All information you provide to us about yourself during the registration process or through any other feature on this website will used in accordance with our Privacy Policy, which is incorporated by reference herein and can be viewed at www.sproutloud.com/privacy-policy.

11. Customer Data Policy

SproutLoud will never sell or rent your Customer Data.

All Client Data, including access thereto, shall be governed by SproutLoud’s Customer List Policy, which is incorporated by reference herein, and can be viewed at https://sproutloud.com/legal/list-policy/.

12. Confidentiality and Non-competition

You may not access the Engine if you are a direct competitor of SproutLoud or for the purpose of benchmarking, analyzing or comparing the services to others not owned by SproutLoud or for any competitive purpose. We reserve the right in Our sole discretion to determine the foregoing and deny, refuse or eliminate services to anyone at any time.

You agree not to disclose SproutLoud Confidential Information to any individual or entity without SproutLoud’s prior written consent. Your employees must agree to comply with this provision and the nondisclosure restrictions applicable hereto before being provided access to SproutLoud Confidential Information. You acknowledge that any unauthorized use or disclosure of SproutLoud Confidential Information may cause irreparable damage to SproutLoud. “SproutLoud Confidential Information” includes without limitation all SproutLoud software, technology, programming, specifications, materials, pricing, guidelines, usernames and passwords, and documentation relating to the Application Services.

You acknowledge that SproutLoud may suspend or terminate any and all rights granted to You under this Agreement and shall be entitled to injunctive relief, without the need of posting a bond, in addition to all legal or equitable relief that may be available to SproutLoud if you wrongfully disclose SproutLoud Confidential Information.

13. Indemnification

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless SproutLoud, its parent corporation, subsidiaries, affiliates, licensors, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from (i) your use of and access to the Application Services, Marketing Services and any SproutLoud website; (ii) your violation of any term of this Agreement; (iii) any claim, demand, suit or proceeding claiming that any artwork, logos, graphics, text, data, marketing materials, Client Data and any other information provided by you to SproutLoud or uploaded by you on the Application Services or use in Marketing Services violates any third party right, including without limitation any copyright, trademark, property or privacy right; (iv) any claim, demand, suit or proceeding claiming that you caused damage to a third party; (v) your violation or alleged violation of the CAN-SPAM Act, CASL, HIPAA, GDPR, HITECH, or the UIGE Act; your failure to remit adequate use taxes to the appropriate taxing authority in accordance with your local and state tax regulations (SproutLoud’s Tax Policy is found here) (vi) any claims arising out of your and/or your employees’, agent’s and/or independent contractor’s negligence, gross negligence, and/or reckless or willful misconduct (whether or not such conduct is within the scope of employment); and (vii) your failure to comply with, or any actual or alleged violation of, any applicable laws, statute, ordinance, government administrative order, rule or regulation.

14. Representations and Warranties

You represent and warrant that: (i) every message sent via the Application Services to a recipient will comply with the recipient’s country’s laws concerning consent (“opted-in”) to receive such message; (ii) the Customer Data provided to SproutLoud or uploaded on the Application Services or used in connection with Marketing Services does not infringe on any copyright, patent, trade secret or other proprietary right held by any third party; (iii) you shall not use the Application Services or Marketing Services in a manner that violates any international, federal, state, or local law or regulation, including but not limited to, any individual privacy law or laws governing the distribution of email and other digital one-to-one communications, such as the CASL, CAN-SPAM Act, HIPAA, or HITECH; and (iv) you do not engage any activity in violation of the UIGE Act nor shall you use the Application Service to advertise or otherwise promote any activities that would violate the UIGE Act.

15. Disclaimer of Warranties

1. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL APPLICATION SERVICES AND MARKETING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. SPROUTLOUD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE APPLICATION SERVICES OR MARKETING SERVICES, YOUR USE THEREOF, AND ANY PRODUCTS AND SERVICES PROVIDED TO YOU OR OTHERS ON YOUR BEHALF, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. SPROUTLOUD FURTHER DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN REGARDS TO THE SUCCESS OF ANY MARKETING SERVICE OR PRODUCT PLANNED, ORGANIZED OR COORDINATED AT YOUR REQUEST BY SPROUTLOUD, INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

2. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE APPLICATION SERVICES OR MARKETING SERVICES, WHETHER MADE BY EMPLOYEES OF SPROUTLOUD OR OTHERWISE, WHICH ARE NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY SPROUTLOUD FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF SPROUTLOUD WHATSOEVER.

3. SPROUTLOUD ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT THAT OCCUR IF YOU APPROVED THE PROOF CONTAINING SAID ERRORS, MISTAKES OR INACCURACIES OF CONTENT; (II) UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY PERSONAL INFORMATION OR FINANCIAL INFORMATION STORED THEREON, AND (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES.

16. Limitation of Liability

1. SPROUTLOUD, ITS OFFICERS, DIRECTORS, EMPLOYEES, INDEPENDENT CONTRACTORS, VENDORS, AND AGENTS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER OR LOST OR IMPUTED PROFITS OR ROYALTIES ARISING OUT OF THIS AGREEMENT, ITS TERMINATION, AND/OR RESULTING FROM ANY (I) ERRORS, MISTAKES, OMISSIONS OR INACCURACIES WITH SPROUTLOUD’S SERVICES AND PRODUCTS; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF SPROUTLOUD’S SECURE SERVERS AND/OR ANY PERSONAL INFORMATION OR FINANCIAL INFORMATION STORED THEREON, AND (III) ANY INTERRUPTION OR CESSATION OF SPROUTLOUD’S SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YOU ARE ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU HEREBY WAIVE ANY CLAIMS THAT THESE EXCLUSIONS DEPRIVE YOU OF AN ADEQUATE REMEDY.

2. WITH RESPECT TO ERRORS, MISTAKES, OMISSIONS OR INACCURACIES WITH SPROUTLOUD’S SERVICES AND PRODUCTS, AND THAT ARE NOT CONTAINED IN A PROOF APPROVED BY YOU, SPROUTLOUD’S LIABILITY FOR ANY CAUSE WHATSOEVER, WHETHER ARISING UNDER THIS AGREEMENT OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES AND/OR PRODUCES THAT WERE PROVIDED WITH ERRORS, MISTAKES, OMISSIONS OR INACCURACIES. YOU AGREE TO LOOK SOLELY TO SPROUTLOUD’S INSURANCE TO COVER ANY AND ALL LOSSES, DAMAGE, LIABILITY, AND EXPENSES ARISING OUT OF ANY SUCH ERRORS, MISTAKES, OMISSIONS OR INACCURACIES. YOU AGREE TO WAIVE ALL RIGHTS OF SUBROGATION WHICH YOUR INSURER(S) MAY ACQUIRE BY VIRTUE OF THE PAYMENT OF ANY LOSS, DAMAGE, LIABILITY AND/OR EXPENSE UNDER SUCH INSURANCE. IT IS THE INTENT OF SPROUTLOUD AND YOU TO COVER BY INSURANCE THE LIABILITIES ARISING OUT OF ANY ERRORS, MISTAKES, OMISSIONS OR INACCURACIES WITH SPROUTLOUD’S SERVICES OR PRODUCTS.

17. Vendors and Sub-Contractors

SproutLoud is a gateway to connect you with Vendors that provide you with many of the Marketing Services provided on the Engine. For some services, such as Vehicle Wraps and Event Services, SproutLoud may coordinate your physical interaction with a representative of the Vendor in order to facilitate the Service purchased through the Engine.

You acknowledge that Vendors may use Sub-Contractors to perform their professional obligations in connection with these Marketing Services. For certain On-premise services, such as vehicle wrap installation and installation and dismantling services of event kiosks and booths, Sub-Contractors may be selected from trade lists of registered suppliers of such services. In such cases, SproutLoud and its Vendors will not conduct a background check or drug screening prior to the Sub-Contractors performing the services.

18. Outage Policy

You acknowledge and understand that SproutLoud does not warrant that the Application Services will be uninterrupted or error free and that SproutLoud may occasionally experience hard outages due to internet disruptions that are not within SproutLoud’s control. Any such hard outage shall not be considered a breach of this agreement.

19. Ownership

You acknowledge that ownership of all right, title and interest to SproutLoud’s Intellectual Property, which shall include without limitation, SproutLoud’s trademark(s), the design, décor and image of SproutLoud’s marks, copyright materials, and the components and source code of the Application Services is and shall remain vested solely in SproutLoud. You further acknowledge that ownership of any improvements to the Application Services or any new programs, upgrades, modifications and/or enhancements, even when such refinements result from your request, are and shall remain vested solely in SproutLoud. To the extent, if any, that ownership in such refinements and improvements do not automatically vest in SproutLoud or its applicable service provider(s) by virtue of this Agreement or otherwise, you hereby transfer and assign (and, if applicable, shall cause your affiliates to transfer and assign) to SproutLoud or its applicable service provider(s) all rights, title, and interest which you or any of your affiliates may have in to such refinements and improvements.

You acknowledge that marketing materials provided to you by a Network Sponsor through the Application Services, including advertisements, images or other information presented to you through the Application Services or a website provided by SproutLoud may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

SproutLoud respects the intellectual and property rights of others and we ask you do the same. You should assume that all text, graphics and images that you find on the World Wide Web are subject to a copyright, trademark and/or service mark. In general, it is a violation of federal law to copy text, graphics or images that are subject to a copyright, trademark and/or service mark and use them on SproutLoud materials and documents without the consent of the owner of the copyright, trademark and/or service mark. You authorize SproutLoud to cooperate with copyright, trademark and service mark owners who claim that you have infringed or may infringe on their intellectual property rights. This cooperation includes, but is not limited to, taking the following action without notice: (i) disclosing Your Information and your content to the copyright, trademark and/or service mark owner or its agent; and (ii) destroying all alleged infringing material.

20. Purchases

By performing an activity in the Engine which requires payment, you warrant that you have all necessary permission, right and authority to place the order and authorize SproutLoud to fulfill the request on your behalf.

21. Third Parties

You authorize SproutLoud and its vendors and contractors to cooperate with the U.S. Postal Service and any U.S. or non-U.S. law enforcement or governmental agency, which cooperation includes, but is not limited to, SproutLoud voluntarily disclosing (i.e. without being subject to a lawful order to disclose) to the U.S. Postal Service, and any U.S. or non-U.S. law enforcement and/or governmental agency any or all of Your Information and your content.

22. Termination

SproutLoud, in its sole discretion and without notice to you, may: (i) terminate your access to its website and the Application Services or your use of any feature of its website and the Application Services and Marketing Services with or without cause; (ii) refuse to print and/or mail any documents and (iii) terminate this website, or any feature on the website.

SproutLoud will not be liable to you or any third party for any suspension or termination of your access to this website or your content; except SproutLoud will refund according to its Refund Policy.

If your account is inactive for 12 or more months, we may terminate the account. Once your account is terminated, you acknowledge and agree that we may permanently delete your account and all data associated with it.

23. Force Majeure

SproutLoud shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, which shall include, without limitation, acts of God, earthquakes, labor disputes, changes in law, regulation or governmental policy, riots, war, fire, epidemics, or omissions of vendors or suppliers, equipment failures, or transportation difficulties provided that Service Provider gives you prompt notice of such cause; and uses its reasonable commercial efforts to promptly correct such failure or delay in performance.

24. General Information

You agree that this Agreement shall be governed by the laws of the State of Florida, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Broward County, Florida. This Agreement together with the Privacy Notice at http://www.sproutloud.com/privacy-policy and any other legal notices published by SproutLoud on its site or the Application Services constitute the entire agreement between the parties with respect to the subject matter hereof. This User Agreement supersedes any prior agreements between you and SproutLoud. Any modifications to this Agreement must be in writing executed by both parties. Your continued use of the Application Services after being provided notice of any modifications to this User Agreement can also constitute your acceptance of the modified User Agreement. The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties’ intention, and the remaining provisions of this Agreement will remain in full force and effect. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

25. Definitions

“Account” means your account that enables access to the Engine.

“Application Services” means the provision of electronic access to SproutLoud’s marketing services over a computer network and related technical support services.

“Business Associate” shall have the same meaning as under 42 CFR § 160.103.

“Business Associate Agreement” means an agreement between a “Business Associate” and a “Covered Entity” that is established to ensure the parties to such agreement comply with the requirements of HIPAA and HITECH.

“CAN-SPAM” means the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003.

“CASL” means the Canada Anti-Spam Law of 2014.

“Covered Entity” shall have the same meaning as under 42 CFR § 160.103.

“Customer Data” means all electronic data or information submitted by and/or uploaded by You to the Application Services.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and the requirements set forth therein.

“HITECH” means the Health Information Technology for Economic and Clinical Health Act and the requirements set forth therein.

“Marketing Services” means all marketing products and services sold through the Engine.

“Network Sponsor” means any business which provides content, artwork, and other marketing materials for your use through Application Services.

“Non-Public Personal Information” means personally identifiable information, including, without limitation, social security numbers, financial Account numbers (i.e. credit card, checking Account, savings Account, etc.), medical, employment, or insurance numbers, and passport numbers.

“Protected Health Information” or “PHI” shall have the same meaning as under 42 CFR 160.103.

“Services” shall include both Application Services and Marketing Services.

“The Engine” means SproutLoud’s proprietary software/web-based application.

“UIGE” means the Unlawful Internet Gambling Enforcement Act of 2006.

“User(s)” refers to all third parties, either a person, entity, or organization, to whom has access to SproutLoud through your Account.

“Vendors” means any and all third-party person(s) and/or entity(ies) that provide products and/or services to you via your access to the Engine.

“You” or “Your” refers to the person, entity, or organization using software provided by SproutLoud, and any successor or assignee of same.

26. Miscellaneous

This website is provided by SproutLoud Media Networks, LLC.

If you have any questions or comments about the SproutLoud User Agreement, contact us at [email protected]. SproutLoud owns this website.