GoSprout SaaS Terms & Conditions

Effective Date:

These Terms & Conditions (“Agreement”) govern Customer’s access to and use of the GoSprout platform and related services. By accepting a GoSprout sales quote, invoice, or subscription, or by accessing or using the platform, Customer agrees to be bound by this Agreement.

1. Definitions

• “Software”: The GoSprout proprietary platform, including updates, modifications, and related technology.
  
• “Services”: Implementation, support, consulting, and other professional services provided by GoSprout.
  
• “Data”: Information exchanged between Customer and GoSprout through the platform.
  
• “Documentation”: User manuals and technical materials provided with the Software.
  

2. License & Use

• GoSprout grants Customer a non-exclusive, non-transferable license to access and use the Software for internal business purposes during the subscription term, subject to timely payment of fees.
  
• Customer may not: (i) sublicense, resell, or distribute the Software; (ii) reverse engineer or copy the platform; (iii) use the Software for competitive analysis; (iv) use the Software unlawfully (spam, malware, violations of privacy, etc.).
  
• GoSprout may suspend access immediately if use threatens the platform, other customers, or compliance obligations.
  

3. Customer Responsibilities

• Compliance: Customer must comply with all applicable laws and regulations, including data privacy.
  
• Data: Customer grants GoSprout a license to use Customer Data as needed to provide the Services. Aggregated, de-identified usage data may be used to improve the platform.
  
• Security: Customer is responsible for safeguarding account credentials. All activity under issued credentials will be deemed Customer’s responsibility.
  
• Cooperation: Customer agrees to provide timely information and access needed for implementation and support.
  

4. Fees & Payment

• Fees are as stated in Customer’s sales quote or invoice. All fees are due within 30 days of invoice unless otherwise agreed in writing.
  
• Late payments may accrue interest at 1% per month (12% annually) or the maximum allowed by law.
  
• Fees exclude taxes; Customer is responsible for applicable sales, VAT, or other taxes.

5. Service Availability & Uptime Commitment

GoSprout will use commercially reasonable efforts to make the platform available with a monthly uptime percentage of at least 99.9%, excluding scheduled maintenance, force majeure events, and outages caused by Customer systems, networks, or third-party services outside of GoSprout’s control (“Uptime Commitment”).

If GoSprout fails to meet the Uptime Commitment in a given calendar month, Customer may request a service credit equal to 5% of the monthly subscription fee for each full hour of downtime, up to a maximum of 25% of the monthly subscription fee for that month.

To receive a credit, Customer must notify GoSprout in writing within 30 days of the downtime event. Service credits are Customer’s sole and exclusive remedy for failure to meet the Uptime Commitment.

6. Term & Termination

• The Agreement begins on the Effective Date and continues for the subscription term stated in Customer’s order.
  
• Either party may terminate for material breach not cured within 30 days of written notice.
  
• Upon termination, Customer must stop using the Software and GoSprout will disable access.
  

7. Intellectual Property

• GoSprout retains all rights, title, and interest in the Software, Services, and related intellectual property.
  
• Customer retains all rights in its own Data.
  

8. Confidentiality

• Each party agrees to protect the other’s Confidential Information with reasonable care and use it only as necessary to perform under this Agreement.
  
• Exceptions: information that is public, independently developed, or lawfully obtained without restriction.
  
• Confidentiality obligations survive termination.
  

9. Warranties & Disclaimers

• GoSprout warrants that it will provide Services in a professional manner and that the Software will perform substantially in accordance with Documentation.
  
• EXCEPT AS EXPRESSLY STATED, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. GOSPROUT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
  

10. Limitation of Liability

• Neither party is liable for indirect, incidental, or consequential damages, including lost profits or lost data.
  
• GoSprout’s total liability is limited to the fees paid by Customer in the 6 months preceding the claim.
  
• These limits do not apply to confidentiality breaches, IP infringement, or indemnification obligations.
  

11. Indemnification

• By GoSprout: GoSprout will defend Customer against claims that the Software infringes third-party IP, and pay resulting damages, subject to limitations.
  
• By Customer: Customer will defend GoSprout against claims arising from Customer Data, Customer’s unlawful use, or breach of this Agreement.
  

12. Miscellaneous

• Export Control: Customer must comply with U.S. export laws.
  
• Governing Law & Venue: This Agreement is governed by the laws of Florida, with exclusive venue in Miami-Dade courts.
  
• Assignment: Customer may not assign this Agreement without GoSprout’s prior written consent.
  
• Force Majeure: Neither party is liable for delays beyond its reasonable control (e.g., natural disasters, labor disputes, internet failures).
  
• Survival: Sections on Fees, IP, Confidentiality, Liability, Indemnification, and Miscellaneous survive termination.
  
• Entire Agreement: This Agreement, together with the applicable Quote or Invoice, is the entire agreement between the parties and supersedes all prior discussions.
  
• Updates: GoSprout may update these Terms & Conditions from time to time. Continued use after updates constitutes acceptance.
  

13. Contact

For questions about these Terms & Conditions, please contact:

GoSprout, Inc.
Email: info@gosprout.app
Website: www.gosprout.app/terms