Last updated May 2020 (v1.0)
Thanks for choosing to use Sprout! ❤️
When we talk about “Sprout,” “SproutHub,” “we,” “our,” or “us” in these Terms, we are referring to Work Flows Pty Ltd, a company registered in Australia with ACN 610780526. When we talk about the “Services” in these Terms, we are referring to our website, our web-based applications and any associated services we offer.
We’ve also used a few other capitalised words and phrases as shorthand to refer to recurring concepts. Each of these are defined in bold and in brackets after the concepts are first mentioned.
These Terms set out the terms and conditions that apply when you use the Services. By using the Services, you agree to be bound by these Terms which form a binding contractual agreement between you and us.
Please have a careful read through these Terms, including the disclaimer in clause 15, before using the Services. If you don’t agree to these Terms, please don’t use the Services.
We may modify our Terms from time to time. If we do, we will post a note on this page or email you. If you continue to use the Services after we modify our Terms, you’ll be taken to have agreed to them as modified.
In order to use the Services, you must be at least 18 years old or have the express consent of your legal guardian. You must also have the legal capacity (including being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside. You may not access the Services if these facts are not true.
In order to use the Services, you will be required to sign up for an account (Sprout Account). There are two types of Sprout Accounts:
When you register for a Sprout Account, you must provide true, accurate and complete information as requested and keep this information up to date after registration. You are responsible for keeping this information up to date after registration.
You agree that you’re solely responsible for:
You also agree to let us know if you detect any unusual activity on your account as soon as you become aware of it.
We won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your Sprout Account information or your password.
We offer a no cost plan (a 60-day free trial) which will allow you to access some features of our Services (Free Plan). In order for you to access additional features, we may require the payment of fees (Fees). We have organised the additional features into pricing plans (Paid Plans), with each Paid Plan having different additional features. Fees for Paid Plans are charged on a subscription basis to the Organisation Account. The amount of Fees and the method of billing vary depending on our current prices and billing process, as set out on our website or otherwise communicated to you.
If Fees for a Paid Plan are not paid when they are due, we may revoke your Organisation Account’s and/or User Account’s access to some or all of the Services and require payment for you to continue accessing those Services.
Our Free Plans and Paid Plans may be subject to certain usage restrictions and limits. If you exceed the restriction or limit, we may revoke your access to some or all of the Services.
We may offer an auto-upgrade feature or similar through which we will temporarily upgrade your Organisation Account’s Paid Plan until the next billing cycle so that you can continue to access the Services when you exceed the usage restrictions or limits that apply to your Paid Plan. If you select the auto-upgrade feature through your Organisation Account, you agree to be billed for the upgraded plan for the billing cycle in which you upgraded.
We use third-party payment providers (Payment Providers) to collect Fees. Our current Payment Providers are PayPal (https://www.paypal.com/) and Stripe (https://stripe.com/). The processing of payments by the Payment Provider will be, in addition to these Terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.
Unless we specifically tell you otherwise, the Fees don’t include any taxes, excises, duties or levies (including any value-added or goods and services tax) (Taxes) that may be imposed under or in connection with these Terms and you will be responsible for the payment of such Taxes.
If you choose to downgrade your subscription to the Service to a cheaper Paid Plan or the Free Plan, the new Fees will kick in at the start of the next billing cycle. We don’t pro-rate downgrades in between billing cycles.
If you choose to upgrade your subscription to a more expensive Paid Plan, the new Fees will kick in straight away and you agree to be billed for the upgraded plan for the full billing cycle in which you upgraded .
Please note that upgrading or downgrading your subscription may cause loss of your Sprout Account your account information, files and data. We won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of you upgrading or downgrading your use of the Service.
We sometimes will look for beta testers to help test new features for the Services. These features will be described as “alpha”, “beta” or “pre-release” features (or similar) (Beta Services). Beta Services may contain bugs, security flaws or other issues and they are made available on an ‘as is’ basis (this is why we make them available – to identify these sorts of issues!)
If you choose to use Beta Services, you agree that we won’t be responsible to you for, and we expressly disclaim any liability for, any cost, loss, damages or expenses arising out of you using Beta Services. You also agree that any contractual commitments we make for our other Services will not apply to our Beta Services.
We may ask you to provide contact information about third parties (Referral Information). You may provide Referral Information either by:
By providing Referral Information to us, you represent and warrant that you have all necessary rights to disclose the information and you indemnify us from any loss we suffer as a result of this disclosure.
In exchange for you providing Referral Information, we may offer to provide you with free bot credits or additional features if users whose Referral Information you have provided create a Sprout Account (Referral Offer). Referral Offers may be withdrawn by us at any time and may be subject to further terms and conditions which accompany such offers.
Except as otherwise set out on our website, we generally don’t offer refunds for any of our subscriptions and any refunds we issue will be solely at our discretion. Please let us know if you have any issues with our Services that you think should entitle you to a refund and we’ll consider your situation.
We’ll need you to make a few promises about the way you’ll use the Services.
As part of using the Services, you’ll be uploading the following two types of content (together, Posted Materials):
By providing or posting any Shared Content, you represent and warrant that:
By uploading any Shared Content, you grant to Sprout (and its agents or service providers) a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in that Posted Material in order for Sprout to use, exploit or otherwise enjoy the benefit of such Posted Material.
We don’t have any obligations to screen Shared Content in advance of them being posted and your compliance with these Terms is your responsibility. However, we may, if we choose, review and remove any Shared Content at any time without giving any explanation or justification for removing the material and/or information.
All Private Content is yours! We don’t control, verify or endorse the Private Content you or others put on the Services. You’re responsible for ensuring that, and you represent and warrant that:
By uploading any Private Content, you grant to Sprout (and its agents or service providers) the right to transmit, process, use and disclose Private Content and any other information which we obtain through your use of the Services, but only:
Unless we indicate otherwise, all materials used in the Services (including text, graphics, logos, icons, sound recordings and software) are subject to Intellectual Property Rights that are owned or licensed by us.
You can only access and use these materials for the sole purpose of enabling you to use the Services in accordance with the plan you are on, except to the extent permitted by law or where you have received prior written approval from us.
We respect your confidentiality and we acknowledge that Private Content you provide to us or upload as part of the Services are confidential to you.
Similarly, as part of your use of the Services, you may obtain information about us that is confidential or sensitive, including product roadmaps, designs and technical information about internal systems and processes. You agree that any such information we provide is our confidential information.
We both agree that:
However, despite the above, you agree that the following information is not confidential:
The Services may contain text, images, data and other content provided by a third party (Third Party Content). We’re not responsible for any of this Third Party Content and we make no representation or warranty about the quality, suitability, accuracy, reliability, currency or completeness of any Third Party Content.
The Services may also contain links to websites operated by third parties (Third Party Links). Third Party Links are provided for convenience and may not remain current or be maintained. We do not endorse and are not responsible for Third Party Links and have no control over or rights in linked websites.
The Services are made available to you strictly on an 'as is' basis. We can’t guarantee, and make no warranties, to the extent permitted by law, that:
We do not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information (including Posted Materials), your computer systems, mobile phones or other electronic devices arising in connection with the use of the Services. You should take your own precautions to ensure that the process which you employ for accessing the Services does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
To the maximum extent permitted by applicable law, Sprout limits all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Services to $100 (AUD) in aggregate. This includes the transmission of any computer virus.
You agree to indemnify Sprout and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, you or your representatives use of the Services and/or breach of these Terms.
All express or implied representations and warranties given by us are, to the maximum extent permitted by applicable law, excluded. Where any law (including the Competition and Consumer Act 2010 (Cth)) implies a condition, warranty or guarantee into these Terms which may not lawfully be excluded, then to the maximum extent permitted by applicable law, Sprout’ liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
Under no circumstances will Sprout be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Services, these Terms or their subject matter.
You are ultimately responsible for the proper cancellation of your Sprout Account and/or subscription. Requesting cancellation by telephone, email or otherwise contacting us is not considered cancellation.
You can cancel your Sprout Account at any time by using the functionality provided in the ‘settings’ section of your Sprout Account.
If you cancel your Sprout Account prior to the end of your current billing cycle, your cancellation will be effective immediately and you won’t be charged again. We may or may not provide a pro-rated refund for unused time at our discretion.
To the extent permitted by law, we reserve the right to terminate your access to any or all of the Services or any part of the Services at any time without notice, for any reason, provided that we refund to you any Fees for Services which you have paid and not received (including a pro-rated refund as appropriate).
We may also terminate your access to any or all of the Services at any time without notice without issuing a refund if you breach any provision of these Terms.
Upon cancellation, termination or expiry of your Organisation Account, we will delete any Private Materials associated with your Organisation Account and any bots, software or other data or configurations associated with your Organisation Account. You won’t be able to recover any this after cancellation, termination or expiry of your User Account so we recommend you back up anything important to you. We won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out the cancellation, termination or expiry of your Organisation Account.
Please note that deleting a User Account won’t affect any bots, software or other data or configurations created under that User Account – you’ll need to actually delete the Organisation Account.
The sections titled “Your Content”, “Disclaimer”, “Survival” and “General” will survive any termination or expiration of these Terms, as well as any other provision which by its nature would reasonably be expected to be complied with after termination.
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
You can’t assign, novate or otherwise transfer your rights or obligations under this agreement without the prior consent of Sprout.
This agreement is governed by the law applying in New South Wales, Australia.
The courts located in New South Wales, Australia will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms. Each party hereby consents and submits to the exclusive jurisdiction of those courts.
Sprout controls the operation of the Services from headquarters located in Australia. Some Services or parts thereof may be operated from, or hosted on mirrors or servers, at various locations outside of Australia.
We make no representation or warranty that all of the features of the Services will be available to you outside of Australia or that they are permitted to be accessed outside Australia.
You’re solely responsible for your decision to use the Services from other locations and you acknowledge that such use may be subject to, and you are responsible for, compliance with applicable local laws in relation to your use of the Services.