Effective Date: March 7, 2022
Terms of Service
Last Updated: September 14, 2021
SPRIG TECHNOLOGIES INC. -- TERMS OF SERVICE
Please read these Terms of Service (the “Terms”) carefully because they govern your (“Company”) use of the product and user research services (“Services”) offered by Sprig Technologies, Inc. (“Sprig”).
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT COMPANY’S RIGHTS AND RESPONSIBILITIES, INCLUDING LIMITATION OF SPRIG’S LIABILITY AND BINDING ARBITRATION. IF COMPANY DOES NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, COMPANY MAY NOT ACCESS OR USE THE SERVICES.
1.a Agreement to the Terms.
By using Sprig’s Services, Company agrees to be bound by these Terms. If Company does not agree to be bound by these Terms, it shall not use the Services. If Company is accessing and using the Services on behalf of a company (such as its employer) or other legal entity, Company represents and warrants that it has the authority to bind that entity to these Terms. In that case, “Company” will refer to that entity.
1.b Changes to the Terms.
Sprig may update the Terms from time to time in its sole discretion. If Sprig updates the Terms, it will let Company know by posting the updated Terms on the website associated with the Services and/or may also send other communications. It’s important that Company reviews the Terms whenever Sprig updates them or Company uses the Services. If Company continues to use the Services after Sprig has posted updated Terms it means that Company accepts and agrees to the changes. If Company does not agree to be bound by the changes, it may not use the Services anymore. Because Sprig’s Services are evolving over time, Sprig may change or discontinue all or any part of the Services, at any time and without notice, at Sprig’s sole discretion.
1.c Company’s Use of the Services.
Subject to the Terms, Sprig grants to Company a limited, non-transferable, non-exclusive and non-sublicensable right to use the Services Company has signed up for through the standard functionality of the Services solely for Company’s internal business purposes.
1.d Authorized Users.
The Services may only be accessed and used by those Company employees or contractors who have been designated and authorized by Company to be granted such access (“Authorized Users”) for the sole purpose of performing their job functions for Company. The credentials for each Authorized User are for a single individual only, they must be kept confidential, cannot be shared or used by more than one person. Company is responsible and liable for: (a) all actions taken under an Authorized User’s credentials, whether or not such action was taken or authorized by the Authorized User; and (b) all uses of the Services resulting from access provided by Sprig, directly or indirectly, whether such access or use is permitted by or in violation of these Terms, including any associated fees that Company may incur via the Services.
1.e Sprig’s Use of Company Data.
“Company Data” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Company through the Services. Company hereby grants Sprig a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, and modify the Company Data for the purpose of hosting, operating, optimizing, and providing the Services.
1.f Suspension, Limitation, or Termination.
Sprig is entitled, without liability to Company, to immediately suspend, terminate or limit Company’s access to any or all part of the Services at any time in the event: (a) that Sprig reasonably suspects that the Services are being used in violation of any applicable law or regulation or in a manner inconsistent with the Terms; (b) that Sprig determines that the Services are being used in an unauthorized or fraudulent manner; (c) that Sprig determines that the use of the Services adversely affects Sprig’s equipment or service to other customers; (d) Sprig is prohibited by an order of a court or other governmental agency from providing the Services; or (e) any other event which Sprig determines, in its sole discretion, may create a risk to the Services or to any other users of the Services. Without limitation, Sprig will have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of Sprig’s right to use the Services in accordance with the Terms.
2. Fees and Payment Terms.
Sprig requires payment of Fees for use of the Services (or certain portions thereof) and Company agrees to pay such Fees:
Whether Company makes a one-time payment or purchases a Subscription (each, a “Transaction”), Company expressly authorizes Sprig (or Sprig’s third-party payment processor) to charge Company for such Transaction. Sprig may ask Company to supply additional information relevant to its Transaction, including Company’s credit card number, the expiration date of Company’s credit card and Company’s email and postal addresses for billing and notification (such information, “Payment Information”). Company represents and warrants that it has the legal right to use all payment method(s) represented by any such Payment Information. When Company initiates a Transaction, Company authorizes Sprig to provide its Payment Information to third parties so Sprig can complete Company’s Transaction and to charge Company’s payment method for the type of Transaction Company has selected (plus any applicable taxes and other charges). Company may need to provide additional information to verify its identity before completing Company’s Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, Company agrees to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to Company. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All payments shall be paid in U.S. dollars.
2.b Subscription Fee.
If Company purchases a subscription for the Services (“Subscription”), Company will be charged and agrees to pay the annual or monthly Subscription fee (as applicable), plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of Company’s Subscription and each year or month thereafter (as applicable), at the then-current Subscription Fee. Company’s Subscription continues until canceled by Company or Sprig terminates Company’s access to or use of the Services or the Subscription in accordance with these Terms. In the event Company’s Subscription begins on a day not contained in a later month, Company’s payment method will be charged on such other day as Sprig deems appropriate. For example, if Company started a monthly Subscription on January 31st, Company’s next payment date is likely to be February 28th, and Company’s payment method would be billed on that date.
2.c Canceling a Subscription.
Company may cancel its Subscription at any time but please note that such cancellation will only be effective at the end of the then-current subscription period. Unless required by law, COMPANY WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, Company can either (i) email Sprig at firstname.lastname@example.org and follow any instructions, if any, Sprig provides to Company in response to Company’s cancellation request, or (ii) for some kinds of Subscriptions, initiate a cancellation through Company’s account settings within the Services. Company will be responsible for all Subscription Fees incurred for the then-current Subscription period. Canceling Company’s Subscription will not terminate Company’s account. See Section 6 (Termination and Effect of Termination) below for information on terminating Company’s account.
2.d Service and Usage Limits.
Company agrees to be bound by a set allowance of monthly tracked users and studies as stated in the selected plan. Number of monthly tracked users and studies allowance reset on the first day of every calendar month, regardless of pilot, service, and billing start dates. Sprig has no obligation to accept additional requests once Company has reached either monthly tracked user or studies limit for the remainder of the calendar month and will not be liable or responsible for such additional requests. Only studies that receive at least one (1) response in a given month count against the limit. Company agrees to use commercially reasonable efforts to limit requests sent to Sprig to 100 queries per second (QPS) for plan type: Free, Essentials; 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. Each unique usability study, if included in the plan selected or purchased by the Company, will have a limit of 25,000 monthly tracked users. Sprig has no obligation to process additional responses beyond this amount. If Company’s throughput per monthly tracked 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 tracked users as stated in the the selected plan, averages more than 100 in any given calendar month during the Term, monthly tracked users will be calculated as the total throughput in that month divided by 100, and will be counted toward total allotment of monthly tracked users specified in the selected plan.
Company will be responsible for, and will pay all taxes and duties of any kind, including any value added tax and withholding tax, and all similar fees levied upon or associated with the provision of the Services excluding only taxes based solely on Sprig’s net income. 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 these Terms 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 these Terms.
Sprig may modify the pricing of the Services at any time and add new services or pricing plans for additional fees and charges, or amend fees and charges for existing Services, at any time and in its sole discretion without prior notice to Company. Sprig may increase the Fees of the Services for any renewal term.
3. Representations, Warranties and Remedies.
3.a Representations and Warranties.
Company represents and warrants that Company (and its employees, contractors, services providers, and Authorized Users): (a) will use the Services only in compliance with the Terms and all applicable laws and regulations; (b) shall not infringe upon any third party’s trade secrets, trademarks, copyright, patent rights or other proprietary rights in its use of the Services, including in connection with providing any Feedback or Company Data; (c) it has obtained and will obtain and continue to have, during the term, all necessary rights, authority and licenses for the access to and use of the Company Data (including any Company Personal Data as defined in the Data Processing Addendum) as contemplated by the Terms; and (d) Sprig’s use of the Company Data in accordance with the Terms will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Company and any third party.
THE SERVICES ARE PROVIDED ON AN AS-IS BASIS. SPRIG DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THESE TERMS, AND THE SERVICES, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (A) WARRANTIES OF MERCHANTABILITY; (B) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT SPRIG KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); OR (C) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THESE TERMS, COMPANY ACKNOWLEDGES AND AGREES THAT SPRIG MAY MODIFY THE FEATURES OF THE SERVICES FROM TIME-TO-TIME AT SPRIG’S SOLE DISCRETION. Sprig makes no warranty that the Services will meet Company’s requirements or be available on an uninterrupted, secure, or error-free basis. Sprig makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
4. Indemnification Obligations.
Company will indemnify and hold Sprig and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) Company’s access to or use of the Services, (b) Company Data, or (c) Company’s violation of these Terms.
5. Limitation of Liability.
5a. Consequential Damages Waiver.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SPRIG NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SPRIG OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
5.b Liability Cap.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPRIG’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS COMPANY HAS PAID OR ARE PAYABLE BY COMPANY TO SPRIG FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF COMPANY HAS NOT HAD ANY PAYMENT OBLIGATIONS TO SPRIG, AS APPLICABLE.
5.c Failure of Essential Purpose.
MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION 5 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
6. Termination and Effect of Termination.
6.a Termination by Sprig.
Sprig may terminate Company’s access to and use of the Services, at its sole discretion, at any time and without notice or liability to Company, provided that, if Company has paid for a Subscription and the termination is not due to Company’s breach of the Terms, Sprig will refund Company any prepaid fees for the period of Company’s Subscription that extends beyond the effective date of such termination.
6.b Termination by Company.
Company may cease use of the Services at any time. If Company is paying for a Subscription, Company may terminate its Subscription through the process in Section 2.3. Company may also cancel its account at any time by sending an email to email@example.com.
6.c Effect of Termination.
Upon any termination of the Terms: (a) all rights and licenses granted to Company under the Terms will immediately cease; (b) Company will immediately pay to Sprig all amounts due under the Terms, including without limitation, any unpaid portions of the fees; and (c) Sprig will delete all Company Data, except to the extent that Sprig is required under applicable law to keep a copy of the Company Data. Notwithstanding any terms to the contrary in the Terms, Sections 2, 3, 4, 5, 6.2, 7, and 10 through 17 will survive any termination of the Terms, and no refunds will be issued upon any termination of the Terms except as explicitly provided herein.
Except as expressly authorized by these Terms, Company may not (a) modify, disclose, alter, translate or create derivative works of the Services (or any components thereof), (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Services (or any components thereof), (c) use the Services to store or transmit any viruses, software routines or other code designed to permit unauthorized access, disable, erase or otherwise harm software, hardware or data, or perform any other harmful actions, (d) copy, frame or mirror any part or content of the Services, (e) build a competitive product or service, or copy any features or functions of the Services, (f) interfere with or disrupt the integrity or performance of the Services, (g) attempt to gain unauthorized access to the Services or their related systems or networks, (h) disclose to any third party any performance information or analysis relating to the Services, (i) use the software components of the Services, or allow the transfer, transmission, export or re-export of such software components or any portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency, (j) remove, alter or obscure any proprietary notices in or on the Services including copyright notices, (k) disclose or make available passwords that Sprig has provided to Company or the Authorized Users or that are generated in connection with Company’s or Authorized Users’ use of the Services, other than to Authorized Users, or (l) cause or permit any Authorized User or third party to do any of the foregoing. Company will use best efforts to prevent unauthorized access to, and use of, the passwords and the Services, and will immediately notify Sprig in writing of any unauthorized use of the Services that comes to Company’s attention.
8. App Terms.
8.a App License.
The Services include Sprig’s mobile application (“App”). Subject to Company’s compliance with the Terms, 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 Terms, Company may not: (a) copy, modify or create derivative works based on the App; (b) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (c) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (d) make the functionality of the App available to multiple users through any means.
8.b Additional Information: Apple App Store.
This Section 8.2 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: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) 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 Terms, and upon Company’s acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms 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.
9. Data Processing Addendum
Each party shall comply with the Sprig Data Processing Addendum located at: sprig.com/dpa, which is incorporated herein by reference.
10. Aggregated and/or De-Identified Data.
Company acknowledges and agrees that Sprig may: (a) compile and/or derive aggregated and/or de-identified information in connection with providing the Services provided that such information cannot reasonably be used to identify Company or any data subject to whom Company Data relates (“Aggregated and/or De-Identified Data”); and (b) use Aggregated and/or De-Identified Data for its lawful business purposes. Company Data does not include Aggregated and/or De-Identified Data.
Sprig appreciates feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If Company chooses to submit Feedback, Company agrees that Sprig is free to use it without any restriction or compensation to Company. Feedback is not Company Data.
No provision of these Terms shall be construed as an assignment or transfer of ownership of any copyrights, patents, trade secrets, trademarks, or any other intellectual property rights from Sprig to Company or Authorized Users. Sprig shall own and retain all right, title and interest in and to: (a) the Services and all improvements, enhancements or modifications thereto; (b) any software, applications, inventions or other technology developed in connection with the Services; (c) Aggregated and/or De-Identified Data; (d) Feedback; and (e) all intellectual property rights related to any of the foregoing.
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 these Terms. Company agrees that Sprig may issue a press release identifying Company as customer of Sprig.
14. Force Majeure.
Except for payments due under this Terms, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control including, but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), acts of terrorism, civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of any services provided by any service providers used by Sprig, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party (a “Force Majeure Event”).
15. Dispute Resolution; Arbitration Agreement; No Class Action.
15.a Dispute Resolution.
The parties must submit all claims and issues arising from, relating to, or connected with the Terms to binding arbitration (e.g., a contract breach claim, indemnification duty issue, and questions regarding an arbitrator’s authority) in accordance with this Section. A single arbitrator will conduct the arbitration in San Francisco County, CA, and in accordance with the current Rules of Practice and Procedure of the Judicial Arbitration and Mediation Service (JAMS). The arbitrator is bound by strict rules of law and the terms set forth herein (i.e., the arbitrator may not waive, change or equitably excuse any terms set forth herein, including ancillary documents (e.g., an amendment)). The arbitrator does not have the power to commit errors of law or legal reasoning, and a court may vacate or correct an arbitration award because of such errors. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs all issues arising from the arbitrability or the enforcement of the agreement to arbitrate, except for the requirements to apply California state law (but disregarding any principle of law that would cause the application of the law of any other jurisdiction or permit a court, as opposed to the arbitrator, to determine the applicability or validity of this agreement to arbitrate). The parties will equally share the arbitrators’ fees and other arbitration costs, regardless of outcome. The parties must submit or file any claim that would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedure) within the same arbitration proceedings as the claim to which it relates; any such claim which is not submitted or filed will be barred. The arbitrator may only award damages and may only grant relief that is permitted by these Terms. The arbitrator’s decision, award and relief will be conclusive and binding on the parties. Either party may enter the arbitrator’s decision, award and relief in any court having appropriate jurisdiction.
15.b No Class Action
Arbitration may only be conducted on an individual, not a class wide, basis. No arbitration proceeding between the parties may be consolidated with any other arbitration proceeding involving Sprig and any other person or entity. Each party shall file and prosecute arbitration proceedings separately and individually in the name of Company and Sprig and not in any representative capacity. Each party hereby irrevocably waives and agrees not to assert any claim inconsistent with this Section.
15.c Governing Law
These Terms, and any dispute arising out of or related to these Terms, will be governed by the Federal Arbitration Act, applicable federal law, and the laws of the state of California, excluding its conflicts of law rules, regardless of Company’s country of origin or where Company accesses the Services. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. All claims and issues arising from, relating to, or connected with these Terms that an arbitrator determines are excluded from the Term’s arbitration requirements may only be filed and resolved by state or Federal courts located in San Francisco County, California, and each party consents to the exclusive jurisdiction of those courts. Further, Sprig may obtain injunctive or other equitable relief in any court of competent jurisdiction in the event of any infringement or threatened infringement of its intellectual property rights. Neither party will claim that an aforementioned court lacks personal jurisdiction, is an inconvenient forum or is an improper venue.
The Terms 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. Sprig may freely assign these Terms. Subject to the foregoing, the Terms will be binding upon, will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.
The Terms, including all of its addenda incorporated herein and/or exhibits, sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous agreements, discussions and understandings, written or oral, with respect to such subject matter. Neither party will be deemed to be an agent or representative of the other party, and the relationship between the parties will only be that of independent contractors. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. If any provision of these Terms is judged by a court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary, and the other provisions of the Terms shall otherwise remain in effect. Any notices or other communications provided by Sprig under these Terms will be given: (a) via email; or (b) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. The headings to Sections of the Terms are for convenience or reference only and do not form a part of this Terms and will not in any way affect its interpretation. Neither party will be afforded or denied preference in the construction of this Terms, whether by virtue of being the drafter or otherwise.