Sprig Services Agreement
This Sprig Services Agreement, together with any and all Order Forms signed by you or the entity or organization that you represent (“Company”) and Sprig Technologies, Inc. (“Sprig”) and any exhibits, policies, or addenda attached hereto or referenced herein including without limitation the Privacy Policy available at https://sprig.com/privacy-policy and the Data Protection Addendum available at https://sprig.com/dpa (collectively, the “Agreement” or “Terms”), governs use of the Services (defined below) by Company, and is entered into as of the Effective Date (defined below). Conflicts are governed by Section 20.5 (Order of Precedence). Capitalized terms are defined in context, in Section 21 (Definitions), or in the applicable Order Form.
1. Services. Subject to this Agreement, Company (and its Affiliates, subject to Section 2) may use the Services solely for its own internal business purposes during each Subscription Term (“Permitted Use”). This includes the right to use the Documentation as part of Company’s Permitted Use. Company will comply with the Documentation in using the Services.
2. Users. Company may permit Users to use the Services on its behalf. Company is responsible for provisioning and managing its User accounts, for its Users’ actions through the Services and for their compliance with this Agreement. Company will ensure that Users keep their login credentials confidential and will promptly notify Sprig upon learning of any compromise of User accounts or credentials.
3. Affiliates. Company’s Affiliates may serve as Users under this Agreement. Alternatively, Company’s Affiliates may enter into their own Order Forms as mutually agreed with Sprig, which creates a separate agreement between each such Affiliate and Sprig incorporating this Agreement with the Affiliate treated as “Company”. Neither Company nor any Company Affiliate has any rights under each other’s separate agreement with Sprig, and breach or termination of any such separate agreement affects only that agreement.
4. Data.
4.1. Use of Company Data. Subject to this Agreement, Sprig will access and use Company Data solely to provide and maintain the Services and Support under this Agreement (“Use of Company Data”). Use of Company Data includes sharing Company Data as Company directs through the Services, but Sprig will not otherwise disclose Company Data to third parties except as permitted in this Agreement.
4.2. Security. Sprig will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Company Data. Each party has obligations with respect to the security of the Services and End-User Data. Taking into account the nature and types of Company Data, Sprig will maintain appropriate administrative, physical, and technical safeguards in accordance with industry standard practice to protect and secure the Services and the confidentiality and integrity of Company Data.
4.3. DPA. The parties will adhere to the Data Protection Addendum (DPA) found at https://sprig.com/dpa and the Information Security Addendum (Infosec Addendum) found at https://www.sprig.com/infosec
4.4. Usage Data. Sprig may collect Usage Data and use it to operate, improve and support the Services and for other lawful business purposes, including benchmarking and reports. However, Sprig will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify Company, its Users or any other person and (b) aggregated with data across other customers.
5. Mutual Compliance with Laws. Each party will comply with all Laws that apply to its performance under this Agreement.
6. Support and SLA.
6.1. Support. Sprig will provide Support for the Services consistent with industry-standards and its general business practices.
6.2. SLA. Sprig will use commercially reasonable efforts to make the Services available for Company’s use 99.9% of the time in each month.
7. Warranties.
7.1. Mutual Warranties. Each party represents and warrants that:
(a) it has the legal power and authority to enter into this Agreement, and
(b) it will use industry-standard measures to avoid introducing Viruses into the Services.
7.2. Additional Sprig Warranties. Sprig warrants that the Services will perform materially as described in the Documentation and Sprig will not materially decrease the overall functionality of the Services during a Subscription Term (the “Performance Warranty”).
7.3 Additional Company Warranties. Company warrants that (i) Company owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all Company Data that is placed on, transmitted via, or collected by the Services; (ii) it has and will maintain throughout each Subscription Term a valid, lawful basis to process End-User Data pursuant to and in accordance with the terms of this Agreement; and (iii) the provision and use of Company Data as contemplated by this Agreement and the Services does not and will not violate any Company privacy policy, terms of use, or other agreement to which Company is a party or any law or regulation to which Company is subject.
7.4. Warranty Remedy. Sprig will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Company. If Sprig fails to do so within 30 days after Company’s warranty report (“Fix Period”), then either party may terminate the Order Form as relates to the non-conforming Services, in which case Sprig will refund to Company any pre-paid, unused fees for the terminated portion of the Subscription Term (for the Performance Warranty). To receive these remedies, Company must report a breach of warranty in reasonable detail within 30 days after discovering the issue in the Services (“Claim Period”). These procedures are Company’s exclusive remedies and Sprig’s sole liability for breach of the Performance Warranty.
7.5. Disclaimers. Except as expressly set out in this Agreement, the Services are provided “as-is” and “as-available”, and Sprig disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. Sprig’s warranties in this Section 7 do not apply to issues arising from Third Party Platforms or misuse or unauthorized modifications of the Services. These disclaimers apply to the full extent permitted by Law.
8. Usage Rules.
8.1. Compliance. Company (a) will comply with the Acceptable Use Policy (AUP) found at https://www.sprig.com/acceptableusepolicy and (b) represents and warrants that it has all rights necessary to use Company Data with the Services and grant Sprig the rights to Company Data specified in this Agreement, without violating third-party intellectual property, privacy or other rights. Between the parties, Company is responsible for the content, accuracy, and legality of Company Data.
8.2. High Risk Activities & Sensitive Data. Company:
(a) will not use the Services for High Risk Activities,
(b) will not submit Sensitive Data to the Services, and
(c) acknowledges that the Services is not designed for (and Sprig has no liability for) use prohibited in this Section 8.2.
8.3. Restrictions. Company will not and will not permit anyone else, including its Users, to: (a) sell, sublicense, distribute or rent the Services (in whole or part), grant non-Users access to the Services or use the Services to provide a hosted or managed service to others, (b) reverse engineer, decompile or seek to access the source code of the Services, except to the extent these restrictions are prohibited by Laws and then only upon advance notice to Sprig, (c) copy, modify, create derivative works of or remove proprietary notices from the Services, (d) conduct security or vulnerability tests of the Services, interfere with its operation or circumvent its access restrictions, (e) use or reference the Services to develop a product that competes with the Services, (f) use the Services in violation of Sprig’s Acceptable Use Policy, or (g) cause or permit any User or third party to do any of the foregoing.
9. Third-Party Platforms. Company may choose to enable integrations or exchange Company Data with Third-Party Platforms. Company’s use of a Third-Party Platform is governed by its agreement with the relevant provider, not this Agreement, and Sprig is not responsible for Third-Party Platforms or how their providers use Company Data. Sprig hereby disclaims and Company hereby discharges, waives and releases Sprig from any damages incurred by Company in connection with Company’s use of any Third-Party Platform.
10. Fees.
10.1. Payment. Company will pay the fees described in the Order Form and this Agreement. Unless the Order Form states otherwise, all amounts are due within 30 days after the invoice date (the “Payment Period”). Late payments are subject to a charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All fees and expenses are non-refundable except as expressly set out in this Agreement.
10.2. Additional Fees. Company shall pay any additional fees associated with selected products or services not included in the subscription plan that are agreed to and separately delineated as described in the Order Form.
10.3. Additional Usage Terms. Company agrees to use commercially reasonable efforts to limit requests sent to Sprig to 100 queries per second (QPS) for plan types Free and Starter; and 1,000 queries per second (QPS) for plan type Enterprise. Sprig has no obligation to accept additional requests that exceed the 100 and 1,000 limits respectively and will not be liable or responsible for such additional requests. If Company’s throughput per Monthly Unique User, defined as the sum of all requests, regardless of source, driven by and resulting in unique instances of triggered Events and unique instances of updated or invocated Attributes, all divided by the number of Monthly Unique Users as stated in the Order Form, averages more than 100 in any given calendar month during the Term, Monthly Unique Users will be calculated as the total throughput in that month divided by 100, and will be counted toward total allotment of Monthly Unique Users specified in the Order Form. Sprig has no obligation to process additional Survey Responses, Feedback Responses, Heatmap Captures or Replay Clips if these stated usage terms are exceeded.
10.4. Overage Fees. Company understands and agrees that Company may incur additional fees for overages (the “Overage Fees”) if Company exceeds agreed upon monthly usage allowances as stated in the Order Form. Sprig will invoice Company on a monthly basis for any Overage Fees accrued during the preceding month, and the amounts due under such invoice shall be payable within thirty (30) days of Company’s receipt of such invoice.
10.5. Taxes. Company is responsible for any sales, use, GST, value-added, withholding or similar taxes, levies or duties that apply to its Order Forms, whether domestic or foreign (“Taxes”), including any value added tax and withholding tax, and all similar fees levied upon or associated with the provision of the Services other than taxes based solely on Sprig’s net income. Fees and expenses are exclusive of Taxes. Company will indemnify and hold Sprig harmless from and against any and all such taxes and related amounts levied upon the provision of the Services and any costs associated with the collection or withholding thereof, including penalties and interest. Company will pay all Fees to Sprig free and clear of, and without reduction for, any withholding taxes. If any withholding taxes must be paid based on the Fees, then Company will pay all such taxes and the Fees payable to Sprig under this Agreement will be increased such that the amounts actually paid to Sprig will be no less than the amounts that Sprig would have received notwithstanding such tax. Company will provide Sprig with written documentation, including but not limited to copies of receipts, of any and all such taxes paid in connection with this Agreement.
11. Suspension. Sprig may suspend Company’s access to the Services and related services due to a Suspension Event, but where practicable will give Company prior notice so that Company may seek to resolve the issue and avoid suspension. Sprig is not required to give prior notice in exigent circumstances or for a suspension made to avoid material harm or violation of Law. Once the Suspension Event is resolved, Sprig will promptly restore Company’s access to the Services in accordance with this Agreement. Sprig shall have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Company or any third party may incur as a result of a suspension, and Company shall not be entitled to any refunds of any Fees on account of any suspension. “Suspension Event” means (a) Company’s account is 30 days or more overdue, (b) Company is in breach of, or Company reasonably believes Company intends to breach Section 8 (Usage Rules), or (c) Company’s use of the Services risks material harm to the Services or others.
12. Term and Termination.
12.1. Subscription Terms. Each Subscription Term will last for an initial 12 (twelve) month period (the “Initial Term”) unless the Order Form states otherwise. Each Subscription Term will renew for successive 12 (twelve) month periods (each, a “Renewal Term,” and, collectively with the Initial Term, the “Term”) unless (a) the parties agree on a different renewal Order Form or (b) either party notifies the other in writing of non-renewal at least 60 days prior to the end of the current Subscription Term.
12.2. Term of Agreement. This Agreement starts on the Effective Date and continues until the end of all Subscription Terms, unless sooner terminated in accordance with its terms.
12.3. Termination. Either party may terminate this Agreement (including all Subscription Terms) if the other party (a) fails to cure a material breach of this Agreement within 30 days after written notice, (b) ceases operation without a successor, or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.
12.4. Data Export & Deletion.
(a) During a Subscription Term, Company may export Company Data from the Services (or Sprig will otherwise make the Company Data available to Company) as described in the Documentation.
(b) After termination or expiration of this Agreement, within 60 days of request, Sprig will delete Company Data and each party will delete any Confidential Information of the other in its possession or control.
(c) Nonetheless, the recipient may retain Company Data or Confidential Information in accordance with its standard backup or record retention policies or as required by Law, subject to Section 4.2 (Security), Section 16 (Confidentiality) and any DPA.
12.5. Effect of Termination.
(a) Company’s right to use the Services and Support will cease upon any termination or expiration of this Agreement, subject to this Section 12.
(b) The following Sections will survive expiration or termination of this Agreement: 4.4 (Usage Data), 7.5 (Disclaimers), 8 (Usage Rules), 10 (Fees), 12.4 (Data Export & Deletion), 12.5 (Effect of Termination), 13 (Intellectual Property), 14 (Limitations of Liability), 15 (Indemnification), 16 (Confidentiality), 17 (Required Disclosures), 20 (General Terms) and 21 (Definitions).
(c) Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
13. Intellectual Property.
13.1. Reserved Rights. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Sprig’s express rights in this Agreement, as between the parties, Company retains all intellectual property and other rights in Company Data and Company Materials provided to Sprig. Except for Company’s express rights in this Agreement, as between the parties, Sprig and its licensors retain all intellectual property and other rights in the Services and related Sprig technology.
13.2. Community Feedback. Any suggestions, comments, or other feedback provided by Company to Sprig regarding improvement or operation of the Services or Support (collectively, “Community Feedback”) will constitute Confidential Information of Sprig, and Sprig shall own all right, title and interest in and to the Community Feedback. All feedback is provided “AS IS” and Sprig will not publicly identify Company as the source of feedback without Company’s permission.
14. Limitations of Liability.
14.1. General Cap. Each party’s entire liability arising out of or related to this Agreement will not exceed the General Cap.
14.2. Consequential Damages Waiver. Neither party will have any liability arising out of or related to this Agreement for indirect, special, incidental, reliance or consequential damages or damages for loss of use, lost profits or interruption of business, even if informed of their possibility in advance.
14.3. Exceptions and Enhanced Cap. Sections 14.1 (General Cap) and 14.2 (Consequential Damages Waiver) will not apply to Enhanced Claims or Uncapped Claims. For all Enhanced Claims, each party’s entire liability will not exceed the Enhanced Cap.
14.4. Nature of Claims. The waivers and limitations in this Section 14 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
14.5. Liability Definitions.
“Enhanced Cap” means three times (3x) the General Cap.
“Enhanced Claims” means Sprig’s breach of Section 4.2 (Security) or either party’s breach of Section 4.3 (DPA).
“General Cap” means amounts paid by Company to Sprig under this Agreement in the 12 months immediately preceding the first incident giving rise to liability.
“Uncapped Claims” means (a) the indemnifying party’s obligations under Section 15 (Indemnification), (b) either party’s infringement or misappropriation of the other party’s intellectual property rights, (c) any breach of Section 16 (Confidentiality), excluding breaches related to Company Data and (d) liabilities that cannot be limited by Law.
15. Indemnification.
15.1. Indemnification by Sprig. Subject to Section 15.4, Sprig, at its own cost, will defend Company from and against any Sprig-Covered Claims and will indemnify and hold harmless Company from and against any damages or costs awarded against Company (including reasonable attorneys’ fees) or agreed in settlement by Sprig resulting from the Sprig-Covered Claims.
15.2. Indemnification by Company. Subject to Section 15.4, Company, at its own cost, will defend Sprig from and against any Company-Covered Claims and will indemnify and hold harmless Sprig from and against any damages or costs awarded against Sprig (including reasonable attorneys’ fees) or agreed in settlement by Company resulting from the Company-Covered Claims.
15.3. Indemnification Definitions.
“Company-Covered Claim” means a third-party claim arising from Company’s breach or alleged breach of Section 8.1 (Compliance) or 8.2 (High-Risk Activities & Sensitive Data).
“Sprig-Covered Claim” means a third-party claim that the Services, when used by Company as authorized in this Agreement, infringes or misappropriates a third party’s intellectual property rights.
15.4. Procedures. The indemnifying party’s obligations in this Section 15 are subject to receiving from the indemnified party: (a) prompt notice of the claim (but delayed notice will only reduce the indemnifying party’s obligations to the extent it is prejudiced by the delay), (b) the exclusive right to control the claim’s investigation, defense and settlement and (c) reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim without the indemnified party’s prior approval if settlement would require the indemnified party to admit fault or take or refrain from taking any action (except regarding use of the Services when Sprig is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
15.5. Mitigation. In response to an infringement or misappropriation claim, if required by settlement or injunction or as Sprig determines necessary to avoid material liability, Sprig may: (a) procure rights for Company’s continued use of the Services, (b) replace or modify the allegedly infringing portion of the Services to avoid infringement, without reducing the Services’ overall functionality or (c) terminate the affected Order Form and refund to Company any pre-paid, unused fees for the terminated portion of the Subscription Term.
15.6. Exceptions. Sprig’s obligations in this Section 15 do not apply to claims resulting from (a) modification or unauthorized use of the Services, (b) use of the Services in combination with items not provided by Sprig, including Third-Party Platforms (where the infringement would have been avoided but for such combination), (3) Company’s use of the Services other than in accordance with the Documentation or this Agreement, or in violation of any Laws, or (4) the nature, origin, or content of End-User Data that violates Laws or the terms of this Agreement.
15.7. Exclusive Remedy. This Section 15 sets out the indemnified party’s exclusive remedy and the indemnifying party’s sole liability regarding third-party claims of intellectual property infringement or misappropriation covered by this Section 15.
16. Confidentiality.
16.1. Use and Protection. As recipient, each party will (a) use Confidential Information only to fulfill its obligations and exercise its rights under this Agreement, (b) not disclose Confidential Information to third parties without the discloser’s prior approval, except as permitted in this Agreement and (c) protect Confidential Information using at least the same precautions recipient uses for its own similar information and no less than a reasonable standard of care.
16.2. Permitted Disclosures. The recipient may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Sprig, the subcontractors referenced in Section 20.10), provided it remains responsible for their compliance with this Section 16 and they are bound to confidentiality obligations no less protective than this Section 16.
16.3. Exclusions. These confidentiality obligations do not apply to information that the recipient can document (a) is or becomes public knowledge through no fault of the recipient, (b) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the discloser, (c) it rightfully received from a third party without confidentiality restrictions or (d) it independently developed without using or referencing Confidential Information.
16.4. Remedies. Breach of this Section 16 may cause substantial harm for which monetary damages are an insufficient remedy. Upon a breach of this Section, the discloser is entitled to seek appropriate equitable relief, including an injunction, in addition to other remedies.
17. Required Disclosures. The recipient may disclose Confidential Information (including Company Data) to the extent required by Laws. If permitted by Law, the recipient will give the discloser reasonable advance notice of the required disclosure and reasonably cooperate, at the discloser’s expense, to obtain confidential treatment for the Confidential Information.
18. Publicity. Company consents to Sprig’s use of Company’s name and logo on the Sprig website, identifying Company as a customer of Sprig and describing Company’s use of the Services notwithstanding any terms to the contrary in this Agreement. Company agrees that Sprig may issue a press release identifying Company as a customer of Sprig.
19. Trials and Betas. Sprig may offer optional Trials and Betas. Use of Trials and Betas is permitted only for Company’s internal evaluation during the period designated by Sprig on the Order Form (or if not designated, 30 days). Either party may terminate Company’s use of Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features never released. Notwithstanding anything else in this Agreement, Sprig offers no warranty, indemnity, SLA or Support for Trials and Betas and its liability for Trials and Betas will not exceed US$1,000.
20. General Terms.
20.1. Assignment. This Agreement may not be assigned by Company, by operation of law or otherwise, without the prior written consent of Sprig, and any attempted assignment without such consent will be void and without effect; provided that Company may assign, without Sprig’s consent, this Agreement to any entity that acquires all or substantially all of Company’s business or assets with written notice to Sprig. Sprig may terminate this Agreement, effective immediately, in the event of such assignment by Company. Sprig may freely assign this Agreement. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
20.2. Governing Law and Courts. This Agreement will be governed by the laws of the State of California, without resort to its conflict of law provisions and the parties hereby submit to the exclusive jurisdiction of the state or federal court in San Francisco County, California for any suits filed that relate to this Agreement. Prior to the filing or initiation of any action or proceeding relating to this Agreement, the parties must participate in good faith mediation in San Francisco County, California. If a party initiates any proceeding regarding this Agreement, the prevailing party to such proceeding is entitled to reasonable attorneys’ fees and costs for claims arising out of this Agreement.
20.3. Notices.
(a) All legal notices shall be in writing and effective upon: (i) personal delivery, (ii) one (1) business day after deposit with a recognized overnight courier for U.S. deliveries (or three (3) business days for international deliveries), or (iii) the day of sending by email (except for notices of termination and indemnifiable claims), if to Sprig then to “legal@sprig.com”, or if to Company then to the email address on the applicable Order Form or the Services system administrator designated by Company, with the words “Legal Notice” in the subject line. Billing-related notices to Company may be provided by email to the relevant billing contact designated by Company.
(b) Sprig may also send operational notices through the Services.
20.4. Entire Agreement. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. Excluding Order Forms, terms in business forms, purchase orders or quotes used by either party will not amend or modify this Agreement; any such documents are for administrative purposes only. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement. This Agreement is the product of all of the parties, and no ambiguity shall be construed in favor of or against any one of the parties.
20.5. Order of Precedence. In the event of a conflict between the terms and conditions of the applicable Order Form and this Agreement, the Order Form will govern.
20.6. Amendments. Any amendments to this Agreement must be in writing and signed by each party’s authorized representatives.
20.7. Operational Changes. With notice to Company, Sprig may modify the Support Policy, SLA or Infosec Exhibit to reflect new features or changing practices, but the modifications may not be retroactive or materially decrease Sprig’s overall obligations during a Subscription Term.
20.8. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
20.9. Force Majeure. Neither party will be liable for a delay or failure to perform this Agreement due to a Force Majeure. However, this Section does not limit Company’s obligations to pay fees owed.
20.10. Subcontractors. Sprig may use subcontractors and permit them to exercise its rights and fulfill its obligations, but Sprig remains responsible for their compliance with this Agreement and for its overall performance under this Agreement. This does not limit any additional terms for subprocessors under a DPA.
20.11. Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.
20.12. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
20.13. Open Source. Sprig Software distributed to Company (if any) may include third-party open source software (“Open Source”) as listed in the Documentation or by Sprig upon request. If Company elects to use the Open Source on a stand-alone basis, that use is subject to the applicable Open Source license and not this Agreement.
20.14. Export. Each party (a) will comply with all export and import Laws in performing this Agreement and (b) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or designated by the U.S. government as a “terrorist supporting” country. Company will not submit to the Services any data controlled under the U.S. International Traffic in Arms Regulations.
20.15. Government Rights. To the extent applicable, the Services is “commercial computer software” or a “commercial item” for purposes of FAR 12.212 for and DFARS 227.7202. Use, reproduction, release, modification, disclosure or transfer of the Services is governed solely by the terms of this Agreement, and all other use is prohibited.
20.16. App Terms. (a) App License. The Services include Sprig’s mobile application (“App”). Subject to Company’s compliance with this Agreement, Sprig grants to Company a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on Company’s computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for Company’s internal business purposes. Except as expressly permitted in the Agreement, Company may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means. (b) Additional Information: Apple App Store. This Section 20.16(b) applies to any App that Company acquires from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, Company may notify Apple, and Apple will refund the App purchase price to Company (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by Company or any third party relating to the App or Company’s possession and use of it, including, but not limited to: (1) product liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that Company’s possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of the Agreement, and following the execution of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against Company as a third-party beneficiary thereof. Company represents and warrants that (i) Company is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) Company is not listed on any U.S. Government list of prohibited or restricted parties. Company must also comply with any applicable third-party terms of service when using the App.
21. Definitions.
“Acceptable Use Policy” or “AUP” is defined in Section 8.1 (Compliance).
“Affiliate” means an entity controlled, controlling or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.
“App” is defined in Section 20.16 (App Terms).
“Attachments” means any attachments, policies or documents referenced herein.
“Attribute” means a descriptive property or characteristic associated with a User within the Services, as configured by Company.
“Claim Period” is defined in Section 7.4 (Warranty Remedy).
“Claims” mean any third-party claims, demands, suits or proceedings.
“Community Feedback” is defined in Section 13.2 (Community Feedback).
“Company Data” means any data, content or materials, including End-User Data that Company (including its Users) submits to its Services accounts, including from Third-Party Platforms.
“Confidential Information” means information disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under this Agreement, in any form, which (a) the discloser identifies to recipient as “confidential” or “proprietary” or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Sprig’s Confidential Information includes technical or performance information about the Services, and Company’s Confidential Information includes Company Data.
“Data Protection Addendum” or “DPA” is defined in Section 4.3 (DPA).
“Documentation” means Sprig’s standard usage documentation for the Services.
“Effective Date” means the earlier of: (i) Company’s execution or submission of an Order Form; (ii) Company’s or its User’s access and use of the Services; or (iii) Company’s or its User’s clicking of an “I Accept” or similar button or checkbox referencing this Agreement.
“End-User Data” means all content, data, information, and/or material that are obtained through Company’s use of the Services. Company is solely responsible for the types and amounts of such content, data, information, and/or materials processed through the Services, including any Personal Data that may be included.
“Event” means any distinct User interaction or action that is tracked and recorded within the Services, as configured by Company.
“Feedback” means the Services feature that allows for continuous in-product input collection within the Company’s product, enabling a User to share insights with Company.
“Feedback Responses" means the answer(s) provided by a User to at least one question in a Feedback study conducted by Company through the Services, as configured by Company. Each response is counted regardless of whether the User completes the entire Feedback study. Once recorded, a Feedback Response can be deleted but will still count against the Company’s monthly limit. Feedback Responses are distinct from Survey Responses and are tracked separately.
“Fix Period” is defined in Section 7.4 (Warranty Remedy).
“Force Majeure” means an unforeseen event beyond a party’s reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party Internet or utility failure, refusal of government license or natural disaster, where the affected party takes reasonable and customary measures to avoid or mitigate such event’s effects.
“Heatmaps Capture” means the process of recording and visualizing via the Heatmaps feature a User’s interactions within Company's product, including clicks, scrolls, and areas where a User spends the most time. A Heatmap Capture is counted each time a User engages in a qualifying Event, such as clicking or reaching a certain scroll depth, on a page configured by the Company for a Heatmap study within the Services. This data is then represented visually through color-coded maps, allowing insights into user behavior.
“Heatmaps” means the Services feature that provides visual representations of an User’s interactions within the Company’s product.
“High Risk Activities” means activities where use or failure of the Services could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.
“Infosec Addendum” is defined in Section 4.3 (DPA).
“Initial Term” is defined in Section 12.1 (Subscription Terms).
“Laws” means all laws, regulations, rules, court orders or other binding requirements of a government authority that apply to a party.
“Monthly Unique Users” or “MUUs” means the number of Users who access the Services in a given calendar month, including via Company’s web page or a link study, or by interacting with Company’s application as identified by the Sprig SDK.
“Open Source” is defined in Section 20.13 (Open Source).
“Order Form” means an order for Company’s access to the Services, Support, or related services that is executed by the parties and references this Agreement.
“Overage Fees” is defined in Section 10.4 (Overage Fees).
“Payment Period” is defined in Section 10.1 (Payment).
“Performance Warranty” is defined in Section 7.2 (Additional Sprig Warranties).
“Permitted Use” is defined in Section 1 (Services).
“Personal Data” means Company Data relating to an identified or identifiable natural person.
“Renewal Term” is defined in Section 12.1 (Subscription Terms).
“Replay Clip” means a recording via the Replays feature of a User’s real-time interaction with the Company’s product through the Services, as configured by Company. This recording can be part of a standalone Replay study or associated with Feedback Responses, Survey Responses, or Heatmap Captures. A Replay Clip is considered valid and counted if it is at least 3 seconds long.
“Replays” means the Services feature that captures trigger-based user journey clips, providing visual insights into a User’s interactions within the Company’s product.
“Sprig Software” means any proprietary apps or software that Sprig distributes to Company as part of the Services.
“Sensitive Data” means (a) patient, medical or other protected health information, (b) credit, debit, bank account or other financial account numbers, (c) social security numbers, driver’s license numbers or other government ID numbers and (d) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1), or sensitive personal information as defined in the the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act of 2020), Cal. Civ. Code § 1798.100 et seq., and its implementing regulations, or any successor legislation of the foregoing.
“Service Level Agreement” or “SLA” is defined in Section 6.2 (SLA).
“Services” means Sprig’s proprietary cloud service, as identified in the relevant Order Form and as modified from time to time. The Services includes the Sprig Software and Documentation but not Third-Party Platforms.
“Subscription Term” means the term for Company’s use of the Services as identified in an Order Form.
“Support” means support for the Services as described in Section 6.1 (Support).
“Support Policy” is defined in Section 6.1 (Support).
“Survey Responses" means the answer(s) provided by a User to at least one question in a Survey study conducted by Company through the Services, as configured by Company. Each response is counted regardless of whether the User completes the entire Survey. Once recorded, a Survey Response can be deleted but will still count against the Company’s monthly limit. Survey Responses are distinct from Feedback Responses and are tracked separately.
“Surveys” means the Services feature that enables the execution of targeted surveys by link or within the Company’s product, capturing a User’s real-time user insights.
“Suspension Event” is defined in Section 11 (Suspension).
“Taxes” is defined in Section 10.5 (Taxes).
“Term” is defined in Section 12.1 (Subscription Terms).
“Third-Party Platform” means any product, add-on or platform not provided by Sprig that Company uses with the Services.
“Trials and Betas” mean access to the Services (or Services features) on a free, trial, beta or early access basis (e.g. alpha).
“Usage Data” means Sprig’s technical logs, data and learnings about Company’s use of the Services, but excluding Company Data.
“Use of Company Data” is defined in Section 4.1.
“User” means anyone that Company authorizes to use the Services. Users may include, for example, Company’s and its Affiliates’ employees, consultants, clients, external users, contractors, agents, and third parties with which Company does business.
“Virus” means viruses, malicious code or similar harmful materials.