Terms of Service
Effective Date: January 2, 2025
Introduction
We are Sproutly, LLC, a team dedicated to solving the outsourcing anxiety problem through services and tools designed to improve project outcomes with adaptability, empowerment, transparency, accountability, and collaboration. These Terms of Service (“Terms”) govern your access to and use of Sproutly, LLC’s services, software, and websites (collectively, the “Service”).
By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use the Service.
1. Use of the Service
- Systematically retrieve data or other content from the site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
- Circumvent, disable, or otherwise interfere with security-related features of the Service, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Service and/or the content contained therein.
- Use any information obtained from the Service in order to harass, abuse, or harm another person.
- Make improper use of our support services or submit false reports of abuse or misconduct.
- Use the Service in a manner inconsistent with any applicable laws or regulations.
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Service or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Service.
- Attempt to impersonate another user or person or use the account of another user.
- Interfere with, disrupt, or create an undue burden on the Service or the networks or services connected to the Service.
- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Service to you.
- Attempt to bypass any measures of the Service designed to prevent or restrict access to the Service, or any portion of the Service.
- Copy or adapt the Service's software.
- Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Service.
- Sell or otherwise transfer your account.
By creating an account or providing us with an email address, you consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email or on the site, satisfy any legal requirement that such communication be in writing.
2. Content
- User Content: Users may post, upload, publish, submit, or transmit content to the Service ("User Content"). By making available any User Content on or through the Service, you grant Sproutly, LLC a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license to use such User Content in the course of providing this service.
- Prohibited Content: You agree not to post User Content that is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party's intellectual property.
3. Intellectual Property
- Service Ownership: The Service and its original content (excluding User Content), features, and functionality are and will remain the exclusive property of Sproutly, LLC and its licensors.
- Feedback: Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary, and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.
4. Termination
- By Organization: Organizations may terminate use of the Service at any time by written request to close their account, which will discontinue their employees' use of the Service.
- By Sproutly: Sproutly, LLC may terminate or suspend your access to and use of the Service, at our sole discretion, without prior notice and liability, for any reason, including but not limited to a breach of these Terms.
5. Disclaimers
- No Warranty: The Service is provided on an "AS IS" and "AS AVAILABLE" basis. Sproutly, LLC expressly disclaims any warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
- Internet Delays: The Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications.
6. Limitation of Liability
In no event will Sproutly, LLC, its members, affiliates, agents, employees, suppliers, or licensors be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, that result from the use of, or inability to use, the service.
You agree to defend, indemnify, and hold Sproutly, LLC (including its members, affiliates, employees, agents and licensors) harmless, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Service; (2) your breach of these Terms of Use; (3) your violation of the rights of a third party, including but not limited to intellectual property rights; or (4) any overt harmful act toward any other user of the Service with whom you connected via the Service. Notwithstanding the foregoing, 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, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
7. Governing Law
These Terms shall be governed and construed in accordance with the laws of the State of Virginia, without regard to its conflict of law provisions.
8. Changes to Terms
Sproutly, LLC reserves the right, at our sole discretion, to modify or replace these Terms at any time. We will provide notice of any changes by posting the new Terms on the Service and updating the "effective date" at the top of these Terms.
9. Contact Information
If you have any questions about these Terms, please contact us at: compliance@sproutly.io.