Sproutways & Santa Cruz Center of Botanical Studies presents:

An Invitation-Only Premium B2B Summit

Sproutways Terms of Use

1. General Statements On Terms

Welcome to the Sproutways family of sites! California Cannabis Summit is an event organized by Sproutways. These Terms of Use (hereinafter, these “Terms”) are a legally binding contract between Sproutways, Inc. or its applicable affiliate that owns or controls the applicable Website or provides the applicable Services that you may be accessing or using (“Sproutways”, “us”, “we” or “our”), on the one hand, and you and your successors and heirs and (if applicable) the corporate entity you represent (“you” or “your”), on the other hand. Your acceptance of these Terms is an express condition of, and governs your access to and use of, Sproutways’s (a) websites, portals, mobile applications, channels, and software, including Sproutways.com, and (b) social media pages and channels (collectively, the “Websites”), including any services, features, media, functions, content, tools and links contained or offered therein (collectively, the “Services). If you do not accept and agree to these Terms, you may not access or use any of the Websites or Services or create an account or user profile.

2. Privacy Statement

By accessing or using the Websites or Services, you agree that the Sproutways Privacy Policy (which may be updated from time to time) governs Sproutways’ collection and use of your personal information. Registration data and certain other information about you is subject to our Privacy Policy. For more information, please make sure that you review our Privacy Policy. You understand that through your access or use of the Websites and any Services, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of information to the United States and/or other countries for storage, processing and use by Sproutways.

3. Changes to the Terms and Privacy Statement

We may make changes to these Terms or our Privacy Policy from time to time. When we make material changes to these Terms, we will notify you by (i) sending you an e-mail communication to the e-mail address you most recently provided to us, (ii) by prominently posting a notice of the changes on the Websites, or (iii) by requiring you to check a box indicating your assent to the updated terms. Continued use of any of the Websites or Services following any applicable notice of such material changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

4. Eligibility

The Websites and Services are intended solely and only available to individuals who are at least 21 years of age. You may be asked to verify that you are over 21 years of age during your use of the Websites or Services and you hereby agree that you shall not misrepresent your age. Without limiting the foregoing, the Websites and Services are not available to minors or suspended members or users. You further represent that any party you invite to participate in any of the Services or related functions with you is also at least 21 years of age. If you are using the Websites or Services on behalf of a business, you represent that you have the authority to bind the business to these Terms, the Privacy Policy, and any other related or pertinent agreements. The applicable business agrees to hold harmless and indemnify Sproutways and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Websites or Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs, and attorneys’ fees. If you do not have such authority, you will be held individually liable for all actions taken under your user ID.

5. Electronic Communications

By accessing or using the Websites or Services, you consent to receiving certain communications from us electronically. We will communicate with you in a variety of ways, including, without limitation, by e-mail, text, or by posting notices and messages on the Websites or through any of the Services. By accessing or using the Websites or Services, you willingly and knowingly agree that all contracts, notices, disclosures, agreements, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

6. Using The Services

User Registration and Accounts

In order to access or use some of the Websites or Services, you must first register and create an individual profile for yourself or a business for such Website or Service (each a “User Profile“).

By creating a User Profile, you agree that:

  1. You will not register a username (or email address) that (a) is already being used by someone else; (b) may impersonate another person; (c) belongs to another person; (d) violates the intellectual property or other right of any person or entity; or (d) is offensive. We may reject the use of any password, username, or email address for any reason in our sole discretion;
  2. You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, Sproutways may suspend or terminate your account and refuse you any and all current or future access to or use of the Websites and Services (or any portion thereof). If you fail to update your information in a timely manner, then Sproutways has reasonable grounds to suspect that such information is untrue, inaccurate, outdated or incomplete, which will allow Sproutways to suspend or terminate your account and refuse you any and all current or future access or use of the Websites and Services (or any portion thereof);
  3. You will not post libelous content or create false or misleading reviews or posts;
  4. You are solely responsible for all activities that occur under your account, password, and username—whether or not you authorized the activity;
  5. You are solely responsible for maintaining the confidentiality of your password and the other Protected Information (as defined below) and for restricting access to your account so that others may not access any password-protected portion of the Websites or Services using your Protected Information;
  6. You will immediately notify us of any unauthorized use of your Protected Information, or any other breach of security;
  7. You will not sell, transfer, assign, or provide a copy of, your account, account rights, user ID, password, API keys, menu embed code, or other credentials or access rights (the “Protected Information”) for any of the Websites or Services to any other person or entity. You must keep all of the Protected Information in strict confidence;
  8. You will not share or allow any third party to utilize your account on your behalf or on a time share basis;
  9. You will not create more than one account unless specifically authorized to do so; and
  10. You will not use Protected Information of others.

Sproutways is not liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.

If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, offensive, incomplete, or violates these Terms, the Privacy Policy, or any applicable law, then we may suspend or terminate your account, User Profile, and access to and use of the Websites and Services at our sole discretion and without advance notice or liability.

Your User Profile cannot be used to conduct commercial activities, including, but not limited to, transactions, advertising, fundraising, contests, or other promotions absent our prior written consent. We may offer you the ability to set preferences relating to your User Profile, but changes to your settings may not become effective immediately or be error free, and options may change from time-to-time. Sproutways assumes no responsibility or liability for any issues, problems, or Content (as defined below) on your User Profile.

User Profiles may only be set up by an authorized representative of the individual or business that is the subject of the User Profile. Sproutways does not review each User Profile to determine if it was created by an appropriate party. In addition, Sproutways is not responsible for any unauthorized User Profiles that may appear on the Services. If you believe that a User Profile listed on one of the Websites is unauthorized, fake, fraudulent, or otherwise improper or misleading, please send an email to info@sproutways.com.

Sproutways is Not a Medical Services Provider

Sproutways does not provide medical services, consultation, advice or recommendations. Sproutways is not a doctor or a medical professional services provider. Sproutways’ Website and Services use a computer algorithm against which each user’s information is applied and which generates suggestions. These suggestions are based on user data and are not in any manner represented or intended by Sproutways to constitute medical advice, diagnosis, or consultation. All suggestions are to be taken or rejected at your sole and exclusive discretion. Sproutways makes no representations, warranties, guarantees, or promises as to the suitability of any particular product for or its effects on you or others.

User Content

For purposes of these Terms, (a) “Content” means all text, images, photos, audio, video, graphics, reviews, product labeling and categorization, location data, and all other forms of data, communication, or media, (b) “User Content” means Content that users submit or transmit to, through, or in connection with the Websites or Services, such as ratings, reviews, orders, favorites, photos, videos, media, messages, social media posts or Services, comments, and information that such user publicly displays or displayed in its User Profile, and including any electronic data or information with respect to a user’s customers, (c) “Sproutways Content” means Content that we create or is otherwise owned by us that we make available in connection with the Websites or Services, (d) “Third Party Content” means Content that originates from parties other than Sproutways or users of any of the Websites or Services, which is made available in connection with the Websites or Services and not otherwise owned by us, and (e) “Website Content” means all of the Content that is made available in connection with the Websites or Services, including User Content, Third Party Content (and Third Party Material (as defined below)), and Sproutways Content.

By submitting User Content, you represent, warrant, and covenant:

    1. That you own, or have the necessary licenses, rights, consents, and/or permissions, and authorize Sproutways, its applicable affiliates, the Websites, the Services, and all users thereof, to use such User Content as necessary to exercise the licenses granted by you hereunder (including with respect to all patent, trademark, trade secret, copyright, or other intellectual property or proprietary rights to your User Content, and to any other works that you incorporate into your User Content);
    2. That you are entirely responsible for anything you submit to the Websites or Services and agree that Sproutways does not have to post or keep posted anything you provide. Once posted on the Websites or on the Internet, it is not always possible to remove, especially if multiple copies exist. When User Content is uploaded to the Websites or Services, or posted on any social media platforms with a tag or reference to Sproutways, you give Sproutways complete permission to make it available in multiple forms, including, without limitation, on any of our social media accounts, email newsletters, or any digital or print promotional materials. If any of your User Content is acquired and used by a third party in a way that violates these Terms or the Privacy Policy, you agree that Sproutways can take legal action against the third party and that Sproutways shall not be obligated to distribute any recovered sums to you that may be obtained in connection with such legal proceedings;
    3. That the creation, distribution, transmission, public display and performance, accessing, downloading, and copying of your User Content does not and will not infringe the proprietary rights or otherwise cause injury to any other person or entity, including any such person or entity using the Websites, Services, or otherwise, and that Sproutways is under no obligation to post any User Content that you provide and reserves the right to post our own versions of your User Content as Sproutways Content in our sole discretion;
    4. To fully assign Sproutways the right to pursue enforcement of copyright, trademark, trade secret, and other intellectual property related claims against third parties that have, without receiving proper authorization, and in violation of these Terms or the Privacy Policy, scraped, manipulated, copied, derived, distributed, or otherwise improperly or illegally used and benefited from User Content that has been provided to Sproutways by you;
    5. That you have the written consent, release, and/or express permission of each and every identifiable person in your User Content to use such person’s name, likeness, and/or other identifiable information in your User Content for any use permitted by these Terms and the Privacy Policy;
    6. That you will not post, transmit, broadcast, or otherwise make available any User Content that is unlawful, misleading, harmful, bigoted, offensive, profane, insensitive, obscene, lewd, lascivious, filthy, violent, tortious, libelous, slanderous, pornographic, threatening, abusive, harassing, tortious, defamatory, vulgar, invasive of another’s privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable (hereinafter, “Offensive Content”);
    7. That you are at least 21 years old, and you acknowledge that persons under 21, may not submit User Content to Sproutways, the Websites, or the Services; and
    8. That Sproutways may, in its sole discretion, monitor the User Content you submit and any other communications that you may have, but is under no obligation to do so.

By submitting User Content, you acknowledge that you may expose yourself to liability if, for example, you User Content contains material that is false, intentionally misleading or defamatory; 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; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.

License to User and Third Party Content/Data
As between you and Sproutways, you retain ownership of the User Content that you post, submit, provide, or otherwise make available on or through the Websites or Services. However, by submitting your User Content, you hereby grant Sproutways and all Websites and Services, the following worldwide, perpetual, royalty-free, irrevocable, non-exclusive, sublicensable and transferable rights and licenses:

      1. To host, cache, store, archive, index, crawl, create algorithms based on, modify, or transcode your User Content to media formats, standards, or mediums in any and all forms and by whatever means whether now known or hereinafter devised or created, and to exploit any and all allied, ancillary, and subsidiary rights relating thereto and derived therefrom;
      2. To use, license, sell, digitize, stream, store, distribute, exhibit, reproduce, commercialize, publicize, display, modify, adapt, edit, excerpt, communicate, translate, analyze, remove, prepare derivative works and compilations of, compress, transmit, integrate, insert, market, and promote your anonymized User Content in any and all forms and media and by whatever means whether now known or hereinafter devised or created, and to exploit any and all allied, ancillary, and subsidiary rights relating thereto and derived therefrom;
      3. To use your User Content, in whole or in part, for advertising, promotional, or commercial purposes, including without limitation, the right to publicly display, reproduce, and distribute your User Content in any and all forms and media and by whatever means whether now known or hereinafter devised or created, and to exploit any and all allied, ancillary, and subsidiary rights relating thereto and derived therefrom; and
      4. To grant any rights or licenses to any third parties to do any of the foregoing in the above.

clauses (1) – (3) in connection with their own websites and media platforms.

You irrevocably waive, and cause to be waived, against Sproutways and its users, any claims and assertions of moral rights or attribution with respect to your User Content. Sproutways does not guarantee the accuracy, integrity, quality, or authenticity of any User Content. You understand that by using the Websites and Services, you may be exposed to Offensive Content that may be unpleasant, indecent, or objectionable to some viewers. Under no circumstances will Sproutways be liable in any way for any such Offensive Content, including, but not limited to, any errors or omissions in any Offensive Content, or any loss or damage of any kind incurred as a result of any Offensive Content uploaded, posted, transmitted, broadcast, transferred, or otherwise made available via Sproutways, the Websites, Services, or any related process or venue.

You hereby grant Sproutways the right and license to use any data, images, or information that is pushed or otherwise transferred to us through any of our APIs by you or by any third party on your behalf (“User Licensed Data”) for any purpose relating to any of the businesses of Sproutways or for any purpose relating to the Websites or Services, including in connection with displaying any data, images, or information on the Websites. If you are a Retailer (defined below), you hereby grant Sproutways the right and license to use any data, images, or information that that you publish on your website (“Retailer Licensed Data” and together with User Licensed Data, “Licensed Data”) for any purpose relating to any of the businesses of Sproutways or for any purpose relating to the Websites or Services, including in connection with displaying any data, images, or information on the Websites. You acknowledge and agree that we shall have the right to reformat, improve, modify, adapt, derive, redisplay, and/or reprocess any of the Licensed Data and that we shall exclusively own all derivative works, graphical layouts, compilations, improvements, modifications, adaptations, analyses, and interpretations of the Licensed Data. Interpretations or translations of any of the Licensed Data prepared by Sproutways shall be owned exclusively by us.

Social Media

Sproutways may also provide users with the ability to login to the Websites or Services with your login credentials from other social networking websites (e.g., Facebook, Google). If you log in or otherwise associate your User Account with your login credentials from a social networking or similar website, we may use any information about you that is from or otherwise posted on your social networking account, in accordance with the terms and conditions and related legal and user policies of the relevant social networking website. If you elect to share your information with any number of social networking websites, we will then share your information with the websites you name, in accordance with your election, and per their terms and conditions.

Delivery and Pick-Up Orders

Sproutways may provide users with the ability to transmit orders for cannabis-related products and arrange for delivery or pick-up of such products through third party, unaffiliated vendors (“SW Marketplace”). SW Marketplace is a third-party online marketplace platform for customers (“Customers”) to transmit such orders with participating vendors (the “Retailers”). SW Marketplace provides order transmission services only and serves purely as a communications medium. SW Marketplace is not a merchant of cannabis-related products, or provider of any pick-up or delivery services in connection therewith and does not control the Retailers or the production of any cannabis-related products, or any pick-up or delivery services in connection therewith. The Retailers have entered into agreements with Sproutways or its applicable affiliate where they have made representations that they currently are compliant with applicable law and will comply with applicable law in their use of SW Marketplace. Sproutways and its affiliates do not in any way independently verify the credentials or representations of any of the Retailers, the authenticity or quality of any of their products or services, or any Retailer’s compliance with applicable law.

Customers using SW Marketplace ought to make themselves comfortable with the Retailers by reviewing the information provided by the Retailers on the Websites, by contacting the Retailers directly, or through such other means or methods as they may deem appropriate, as to the quality and reliability of the Retailers and the Retailers’ compliance with applicable law. Sproutways, including the Websites and the Services, do not in any way guarantee the quality of any Retailer or any cannabis-related product, or any pick-up or delivery service in connection therewith, or any Retailer’s compliance thereof with applicable law. In addition, a Retailer may represent certain standards with respect to their cannabis products (or other services), such as labeling such products as “organically grown”, “pesticide-free”, achieving a certain potency level, undergoing certain testing procedures, fungus levels, containing specific terpene or cannabinoid profile or contents (including THC or CBD levels), having certain medicinal or other effects, or otherwise. Sproutways and its affiliates do not investigate or verify any such statements. Furthermore, any such statements have not been evaluated by the Food and Drug Administration. Sproutways and its applicable affiliates make no claims meant to diagnose, treat, or cure any disease or medical condition. Customers should consult their doctor before starting any treatment or using any cannabis-related product during pregnancy or if they have a serious medical condition. Sproutways and its affiliates shall not be liable or responsible for any cannabis-related products, or any other services, offered by the Retailers or any errors or misrepresentations made by them (including on the Websites and through SW Marketplace or other Services).

User Representations, Warranties, and Covenants Regarding SW Marketplace

By using SW Marketplace, you represent, warrant and covenant that: (1) you will upload and maintain in your User Profile a valid, unexpired government-issued identification card and, if you will be ordering medical cannabis, a recommendation for medical cannabis that is valid in the applicable jurisdiction in which you place an order via SW Marketplace, and that (2) your use of the Websites and the Services, including SW Marketplace, does not violate any applicable state or local law, including any legal requirements for orders you place through SW Marketplace. Upon delivery or pick-up, as applicable, you agree to present a government-issued identification card evidencing your age as well as your original recommendation if you order cannabis. If you do not comply with these terms regarding SW Marketplace, you agree that cannabis products may not be released to you by the applicable Retailer, and you may forfeit the cost of such products.

Employee Participation in SW Marketplace

Employees of Sproutways or any of its affiliates are permitted to use the Websites and the Services in their personal capacity (i.e., not as employees, representatives, or agents of Sproutways or any of its affiliates) in the transactions conducted through the Websites or Services. Employees of Sproutways or any of its affiliates, when participating in any transaction in their personal capacity, are subject to the same procedures and guidelines contained in the Terms or Privacy Policy as any buyer or seller on the applicable Website.

Third Party Materials

The Website or Services might display, include, or make available Third-Party Content (including data, information, articles, applications or other products, services, and/or materials) or contain links to third party websites, services, and advertisements for third party offers (collectively, the “Third Party Materials”). You acknowledge and agree that Sproutways is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Sproutways does not assume and will not have any liability or responsibility to you or any other person or user for any Third-Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk. When you link to a Third-Party Material, 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 Material.

Indemnity and Release

You agree to indemnify and hold Sproutways (and its owners, directors, managers, officers, partners, employees, independent contractors, and agents, and successors and assigns of itself or its affiliates) harmless from any and all losses, damages, liabilities, claims, actions, judgments, awards, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to any claim or demand made by any third party due to or arising out of or otherwise relating to (i) your use or misuse of the Websites or Services, (ii) your User Content, (iii) your violation of these Terms or the Privacy Policy, or (iv) your violation of applicable laws or regulations. Sproutways reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us or any other indemnitee hereunder and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Sproutways. Sproutways will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

If there is a dispute between users of the Websites or Services, including between Customers and Retailers (each, a “Dispute”), you understand and agree that Sproutways and its affiliates (including the Websites and the Services, including SW Marketplace) are under no obligation to become involved in such Dispute.

You hereby release and forever discharge Sproutways (and its owners, directors, managers, officers, partners, employees, independent contractors, and agents, and successors and assigns of itself or its affiliates) from, and hereby waive and relinquish your rights with respect to, 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 relates directly or indirectly to, any interactions with, or act or omission of, other Websites or Services or Third Party Materials. For the avoidance of doubt, this release includes a release of any dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action arising out of or in any way related to a Dispute, regardless of whether such dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action are known or unknown, suspected or unsuspected, disclosed or undisclosed. If you are a California resident or resident of a state with a similar applicable law, you hereby waive California Civil Code section 1542 in connection with the foregoing (or such other similar applicable law in your state), 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.”

7. Ownership; Proprietary Rights

As between you and Sproutways, you own your User Content. We own the Sproutways Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, our compilation of User Content and other Website Content, computer code, products, software, data, aggregate user review ratings and all other elements and components of the Websites but excluding User Content and Third-Party Material. We also own the patents, patent applications, copyrights, trademarks, service marks, trade names, trade secrets and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the Sproutways Content, the Websites, and the Services, which are protected by copyright, trade secret, patent, trademark laws, and all other applicable intellectual property and proprietary rights and laws. As such, you may not use, modify, duplicate, obscure, rent, lease, loan, sell, manipulate, reproduce, copy, republish, download, post, transmit, scrape, reverse engineer, distribute, create derivative works or adaptations of, publicly display, or in any way exploit any of the Sproutways Content, Websites, or the Services or any of the IP Rights of Sproutways, in whole or in part, unless expressly authorized by us in writing. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Websites and the Sproutways Content are retained by us.

8. Copyright Infringement

It is Sproutways’s policy, in appropriate circumstances and at its discretion, to disable, eliminate access to and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights of others.

In accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”), the text of which can be found on the U.S. Copyright Office website, Sproutways will respond appropriately to claims and reports of copyright infringement taking place on or through the Websites.

If you are a copyright owner, an authorized representative of a copyright owner, or an authorized representative permitted to act under an exclusive right per an applicable copyright, please report alleged copyright infringements taking place on or through the Websites by contacting us and describing the alleged

9. Limited License

Subject to your compliance with these Terms and the Privacy Policy, Sproutways grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and make personal and non-commercial use of the Websites and Services. This license does not include (i) any resale or commercial use of the Websites or Services, or their contents; (ii) any collection, scraping, downloading, reproducing, distributing, copying or use of any product or Sproutways client listings, descriptions, prices, or any other Website Content; (iii) any derivative use of any of the Websites or Services or Website Content; or (iv) any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms or the Privacy Policy are reserved and retained by Sproutways. You may not use any meta-tags or any other “hidden text” utilizing Sproutways’ name or trademarks or other IP Rights without the express written consent of Sproutways. The licenses granted by Sproutways shall immediately terminate should you fail to comply with these Terms or the Privacy Policy.

10. Links

The Websites and Services contain links to third party websites or resources. You acknowledge and agree that Sproutways is not responsible or liable for: (i) the availability or accuracy of such websites or resources or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Sproutways of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources.

11. User Conduct

You understand and agree that you are solely responsible for compliance with any and all laws, rules and regulations that may apply to your use of the Websites or Services. In connection with your access or use of any of the Websites or Services, you may not and will not:

Upload, post, transmit, broadcast or otherwise make available any Offensive Content, including any User Content that is unlawful, libelous, defamatory or otherwise objectionable;

Breach or circumvent any laws, third party rights or our systems, policies, or determinations of your account status;

Review the information and data on our Websites, and/or utilize our Services if you are not able to form legally binding contracts (for example, if you are under the age of 18), or are temporarily or indefinitely suspended from using our Websites or Services;

Upload, post, transmit, broadcast, sell, transfer or otherwise make available any User or Website Content that is inauthentic, counterfeit, or that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

Register for more than one User Profile on any of the Websites, with the sole exception being given to Retail partners who also wish to create a personal account for personal use, or register for a User Profile on behalf of an individual other than yourself, or a company that you are not authorized to represent or legally bind to a contract;

Manipulate the price of any item or interfere with any other user’s listings, reviews, and products;

Take any action that may undermine the feedback or ratings systems of the Websites or Services;

Transfer your User Profile to another individual or entity without our prior written consent;

Distribute, promote, advertise, or post spam, unsolicited or bulk electronic communications, chain letters, pyramid schemes or any related content;

Interfere with or disrupt any Website processes, servers or networks supporting the Websites and/or Sproutways;

Impair or harm any of our computer or related systems or transmit software viruses, worms, or other damaging files;

Use any robot, spider, scraper, survey, monitor or other automated or similar means to access any web page or other asset contained in the Websites, Services or Website Content for any purpose;

Bypass our robot exclusion headers, interfere with the working of our Services, features or tools, or impose an unreasonable or disproportionately large load on our infrastructure;

Export or re-export any Sproutways’s application or tool except in compliance with the export control laws of any relevant jurisdictions and in accordance with all relevant posted rules and restrictions;

Insult, threaten, stalk, harass, mislead or deceive other users of the Websites or Services, or in any way promote the discrimination or defamation of other users, or create any other objectionable material;

Intentionally or unintentionally violate any applicable local, state, international law, rule or ordinance or the following federal laws or regulations: those promulgated by the U.S. Copyright Office, U.S. Patent and Trademark Office, U.S. Securities and Exchange Commission, the Internal Revenue Service, the European Enforcement Directive of 2004, or any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any other regulations and/or guidelines having the force of law;

Provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the United States Immigration and Nationality Act;

Refuse to acknowledge that Sproutways may establish general practices and limitations concerning use of the Websites and Services, including without limitation restrictions concerning User Content provided by you for use on the Websites and Services, the type and quantity of transactional data stored and presented in connection with your account, the maximum disk space that will be allotted on Sproutways’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Websites and Services in any given period of time;

Export any Website Content out of the jurisdiction in which it is intended or displayed;

Access the Websites or Services in order to build a similar or competitive Website or
Service;

Send electronic transmissions (including but not limited to interactive monetary offers, audio-video communications, email, search queries, chat and other Internet activities) as interstate communications;

Circumvent any technical measures we use to provide Services; or

Assist any third party with any of the foregoing.

You fully understand, acknowledge and agree that Sproutways may, under certain circumstances and without prior notice, immediately terminate your Sproutways User Profile and access to the Websites, Services and any other related or affiliated applications, functions and tools. Cause for account termination or suspension shall include, but not be limited to: (1) breaches or violations of these Terms or other incorporated agreements, guidelines, or rules; (2) requests by law enforcement or other local, state or federal government agencies or divisions; (3) any attempts to breach our security, private accounts or other protected content on the Websites; (4) discontinuance or significant modification to the Websites or Services, or any related or affiliated website owned and/or operated by Sproutways (or any part thereof); (5) unforeseen technical, electronic, mechanical or any other difficulties or security issues; (6) prolonged inactivity of your account, which shall be determined solely by Sproutways; (7) knowing, willing and/or negligent engagement by you in any form of deceitful, fraudulent, counterfeit or illegal activities; and/or (8) failure by you, or by your representatives, to pay, in full, any fees owed by you in connection with the Websites or any related or affiliated Service, business or website. Termination of a User Profile will deny you access to our Services, delay or remove User Content that you submitted or commented on, remove any special status associated with your account(s), remove and demote listings, reduce or eliminate any discounts or special offers, and take technical and/or legal steps to prevent you from using our Websites and Services in the future. Sproutways has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.

12. Disclaimer of Warranties

YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT:

YOUR ACCESS TO AND USE OF THE WEBSITES AND SERVICES IS AT YOUR OWN RISK. THE WEBSITES AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SPROUTWAYS AND ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, OWNERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT, OR ANY OTHER POTENTIAL OR ACTUAL WARRANTY OF ANY KIND.

SPROUTWAYS AND ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, OWNERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AND AGENTS MAKE NO GUARANTEE OR WARRANTY THAT: (1) THE WEBSITES AND SERVICES WILL SATISFY YOUR NEEDS AND REQUIREMENTS OR WILL BE COMPATIBLE WITH YOUR EQUIPMENT; (2) THE WEBSITES AND SERVICES, AND ALL AFFILIATED WEBSITES, FEATURES, SERVICES, COMMUNICATIONS, AND APPLICATIONS, WILL BE COMPREHENSIVE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR BE FREE FROM LOSS, DESTRUCTION, CORRUPTION, ONLINE ATTACK, VIRUSES, WORMS, OR OTHER INVASIVE, HARMFUL, OR CORRUPTED OR OTHER RELATED INTRUSIONS; (3) THE INFORMATION, DATA, OR RESULTS REALIZED OR OBTAINED FROM YOUR USE OF THE WEBSITES WILL BE ACCURATE, UP TO DATE, SATISFACTORY OR RELIABLE OR FIT OR USEFUL FOR ANY SPECIFIC PURPOSE; (4) THE QUALITY OR VALUE OF ANY PROPERTIES, SERVICES, PRODUCTS, INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITES AND SERVICES WILL MEET YOUR EXPECTATIONS; (5) THAT ANY OFFER MADE OR MESSAGE SENT WILL BE SUCCESSFULLY TRANSMITTED, RECEIVED, AND PROCESSED; AND (6) ANY ERRORS IN THE GUIDELINES, SOFTWARE, OR PROTOCOLS WILL BE CORRECTED OR RESOLVED.

ANY PRODUCT OR PROGRAM DOWNLOADED OR SERVICE UTILIZED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITES AND SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE AND FULLY LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE, LOSS OF DATA, OR ANY OTHER LOSS OR DAMAGE THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH PRODUCT, MATERIAL, APPLICATION, FEATURE, OR OTHER PROGRAM.

NO ADVICE OR INFORMATION, INCLUDING PRODUCT INFORMATION OR RELATED CONTENT, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPROUTWAYS OR FROM THE WEBSITES, SERVICES, OR RELEVANT SOCIAL MEDIA PAGES SHALL CREATE ANY WARRANTY, GUARANTEE, OR STRATEGY NOT EXPRESSLY STATED IN THESE TERMS.

VETTING BY SPROUTWAYS OF EACH AND EVERY DOCUMENT, PHOTOGRAPH, VIDEO, REVIEW, RELATED MEDIA, POSTING, OR OTHER COMMUNICATION, IN ADDITION TO ANY OTHER CONTENT POSTED VIA THE WEBSITES OR SERVICES, MAY NOT BE POSSIBLE OR REALISTICALLY PRACTICABLE. AS A RESULT, SPROUTWAYS CANNOT AND DOES NOT CONTROL ANY LISTING REVIEWS, COMMENTS, PHOTOGRAPHS, OPINIONS, POSTINGS, OR OTHER CONTENT OR MATERIAL POSTED VIA THE WEBSITES OR SERVICES AND, AS SUCH, DOES NOT GUARANTEE THE ACCURACY, INTEGRITY, QUALITY, SAFETY, LEGALITY, MORALITY, AND/OR AUTHENTICITY OF SUCH CONTENT, THE TRUTH OR ACCURACY OF USERS’ CONTENT, THE ABILITY OF LISTINGS TO CONFIRM PRODUCT AVAILABILITY OR PRICING, OR THE ABILITY OF USERS TO CONFIRM EXPERIENCES FROM USING OR PURCHASING SPECIFIC PRODUCTS DISCUSSED OR SOLD ON THE WEBSITES OR SERVICES.

13. Limitation of Liability

SPROUTWAYS IS UNABLE TO GUARANTEE CONSISTENT, CONTINUOUS, OR SECURE ACCESS TO ITS WEBSITES, APPLICATIONS, SERVICES, PROGRAMS, CONTENT, AND NETWORK, AND OPERATION OF THE WEBSITES AND SERVICES MAY BE INTERFERED WITH OR DELAYED BY NUMEROUS POTENTIAL FACTORS OUTSIDE OF SPROUTWAYS’s CONTROL. YOU ACKNOWLEDGE, EXPRESSLY UNDERSTAND, AND AGREE THAT SPROUTWAYS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, LICENSEES, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF OPPORTUNITY, REPUTATION, PROFITS, GOODWILL, USE, VALUATION, TAX BENEFIT, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SPROUTWAYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE WEBSITE AND/OR NETWORK; (2) THE COST TO PROCURE SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES, E-MAILS, REVIEWS, POSTINGS, COMMENTS, OR OTHER COMMUNICATIONS RECEIVED, OR TRANSACTIONS ENTERED INTO VIA THE WEBSITES OR OTHER AFFILIATED OR RELATED WEBSITES OR SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITES; (5) THE FAILURE OF THE NETWORK OR WEBSITES TO TIMELY PROCESS AN OFFER; OR (6) ANY OTHER MATTER RELATING TO THE WEBSITES, ANY SPROUTWAYS AFFILIATED OR RELATED SERVICES, FEATURES OR APPLICATIONS, OR ANY OTHER SPROUTWAYS OWNED OR OPERATED ENTITY. FURTHER, SPROUTWAYS IS NOT A PARTY TO ANY SUCH TRANSACTIONS MADE BETWEEN LISTING CLIENTS AND USERS, AND SPROUTWAYS SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DEFAULTS, COSTS, INFORMATION, THE CONTENTS OF ANY DOCUMENTS, OR FOR ANY OTHER INTERACTIONS, BETWEEN OR AMONG USERS, INCLUDING USERS, LISTINGS, PHYSICIANS, AND ALL RELATED PARTIES, IN ANY WAY ASSOCIATED WITH THE WEBSITES OR SERVICES. 2. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU OR

TO ANY THIRD PARTY FOR ANY CLAIMS UNDER THESE TERMS OR THE PRIVACY POLICY IS LIMITED TO THE GREATER OF (1) THE AMOUNT OF FEES IN DISPUTE NOT TO EXCEED THE TOTAL FEES, WHICH YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY; OR (2) $100.

SOME STATES, COUNTIES, OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER RELATED DAMAGES OR LOSSES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

14. Choice Of Law; Venue; No Jury Trial

The laws of the state of California, excluding California’s conflict of laws rules, will apply to any disputes arising out of or relating to these Terms or any of the Websites or Services. All claims arising out of or relating to these Terms or any of the Websites or Services will be litigated exclusively in the state courts of Santa Clara County, California, and you and Sproutways consent to personal jurisdiction in those courts. You expressly waive the jurisdiction of the federal courts and covenant not to bring any action arising under or related to this agreement in federal court or to remove any such state action to federal court.

15. Entire Agreement

These Terms, in addition to the Privacy Policy and any other agreements between you and Sproutways with respect to the Websites or Services, constitute the entire and exclusive understanding and agreement between Sproutways and you regarding the Websites and Services, and these Terms supersede and replace any and all prior Terms of Service or Terms of Use for any of the Websites or Services.

16. Reservation of Rights

The failure of Sproutways to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Sproutways. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

17. Third Party Beneficiary

These Terms do not and are not intended to confer any rights or remedies upon any person other than you and Sproutways.

18. Support or Maintenance

You acknowledge and agree that Sproutways will have no obligation to provide you with any support or maintenance in connection with the Websites or Services.

19. United States Export & Foreign Assets Control Regulations

We do not represent that the materials in the Website or Services are appropriate or available for use in any particular location. Those who choose to access the Website or Services do so on their own initiative and are responsible for compliance with all applicable laws. You represent and warrant that you are not (a) located in or a national or resident of any country that is subject to U.S. trade sanctions, or (b) a person or entity on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or acting on behalf of any person or entity on such list.

20. Severability

If any of the conditions contained within these Terms shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining conditions set forth herein.

21. No Right Of Survivorship And Non-Transferability

You agree that your Sproutways account is non-transferable and any rights to your Website user identification or contents within your accounts terminate upon your death.

22. Captions

The section titles in these Terms are for convenience only and have no legal or contractual effect.

23. Contact Us

For questions about the Sproutways Websites or any of the Services we provide, please feel free to contact us at info@sproutways.com.