GoSprout SaaS Terms & Conditions

Effective Date: August 25, 2026

These SaaS Terms & Conditions (the “Terms”) govern access to and use of the GoSprout platform and related services provided by JCV Ventures, Inc. d/b/a GoSprout (“GoSprout,” “we,” “us,” or “our”) to the customer identified in an applicable Order (“Customer”).

By executing or accepting an Order, purchasing a subscription, or accessing or using the Platform, Customer agrees to these Terms.

1. Definitions

• “Authorized User” means an individual authorized by Customer to access the Platform, including Customer’s employees, administrators, instructors, mentors, supervisors, employer partners, service providers, and Participants, as applicable.
• “Customer Data” means information, records, files, content, and other data submitted to, stored in, transmitted through, or otherwise made available to GoSprout or the Platform by or on behalf of Customer or its Authorized Users.
• “Documentation” means GoSprout’s then-current user documentation, instructions, and technical materials made available for the Platform.
• “Order” means an order form, quote, statement of work, invoice, or other ordering document that expressly references these Terms and is accepted by both Customer and GoSprout.
• “Participant” means an apprentice, pre-apprentice, learner, student, trainee, employee, intern, job seeker, work-based learning participant, or other individual whose participation, training, development, progress, employment, or program activity is managed or tracked through the Platform.
• “Participant License” means the subscription unit identified in an applicable Order that provides Customer with the Participant-Month entitlement described in Section 5.
• “Participant-Month” means one calendar month during which one Participant is Active in the Platform, as further described in Section 5.
• “Platform” means GoSprout’s proprietary hosted software platform, applications, mobile applications, features, functionality, updates, and related technology made available to Customer.
• “Professional Services” means implementation, configuration, consulting, training, program development, integration, data migration, or other professional services provided by GoSprout outside the standard Platform subscription.
• “Services” means the Platform, support, and any Professional Services provided by GoSprout.
• “Subscription Term” means the subscription period identified in the applicable Order.

2. Access to and Use of the Platform

• 2.1 Right to Use
  • Subject to Customer’s compliance with these Terms and the applicable Order, GoSprout grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Platform for Customer’s internal business, educational, workforce development, training, and program administration purposes.
• 2.2 Authorized Users
  • Customer may permit its Authorized Users to access the Platform as reasonably necessary for Customer’s permitted use.
  • Customer is responsible for its Authorized Users’ compliance with these Terms and for activity occurring through accounts issued or administered by Customer, except to the extent caused by GoSprout.
• 2.3 Use Restrictions
  • Customer and its Authorized Users may not:
    • a. sell, resell, sublicense, distribute, rent, lease, or commercially exploit the Platform except as expressly permitted in an Order;
    • b. copy, modify, reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of the Platform, except where such restriction is prohibited by law;
    • c. access or use the Platform to develop, benchmark, train, or assist a product or service that competes with GoSprout, except that Customer may evaluate the Platform for its own procurement purposes;
    • d. circumvent or interfere with usage limits, security mechanisms, access controls, or technical restrictions;
    • e. upload malicious code or use the Platform to distribute malware, spam, or unlawful material;
    • f. use the Platform in violation of applicable law or the rights of another person; or
    • g. permit unauthorized third parties to access the Platform.
• 2.4 Suspension
  • GoSprout may temporarily suspend access to the Platform if reasonably necessary to:
    • a. prevent or address a security threat;
    • b. prevent material harm to the Platform, GoSprout, Customer, or other customers;
    • c. address unlawful or prohibited use;
    • d. comply with applicable law or governmental requirements; or
    • e. address undisputed fees that remain unpaid after applicable notice.
    • Where reasonably practicable, GoSprout will provide Customer notice and an opportunity to remedy the issue before suspension and will restore access promptly after the issue is resolved.

3. Customer Responsibilities

• 3.1 Customer Administration
  • Customer is responsible for managing its Authorized Users, permissions, program configurations, and Participant statuses and for maintaining accurate information in the Platform.
• 3.2 Account Security
  • Customer will use reasonable efforts to safeguard account credentials and promptly notify GoSprout of suspected unauthorized access or misuse.
• 3.3 Customer Data
  • Customer is responsible for the accuracy, quality, legality, and appropriateness of Customer Data and represents that it has all rights, permissions, notices, and consents reasonably necessary for GoSprout to process Customer Data as contemplated by these Terms.
• 3.4 Cooperation
  • Customer will reasonably cooperate with GoSprout and provide information, access, personnel, and decisions reasonably required for implementation, support, and Professional Services.
  • Delays caused by Customer’s failure to provide required cooperation may affect implementation schedules and other delivery commitments.

4. Orders, Fees, and Payment

• 4.1 Orders
  • Each Order will identify the applicable fees, Subscription Term, purchased usage or capacity, and other applicable commercial terms.
  • Unless expressly stated otherwise in an Order, purchases are non-cancelable and fees paid are non-refundable except as expressly provided in these Terms.
• 4.2 Payment
  • Customer will pay all fees according to the applicable Order.
  • Unless otherwise stated in an Order, invoices are due within thirty (30) days after the invoice date.
• 4.3 Late Payments
  • Undisputed overdue amounts may accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by applicable law.
• 4.4 Taxes
  • Fees exclude applicable sales, use, excise, value-added, and similar taxes.
  • Customer is responsible for such taxes, excluding taxes based on GoSprout’s net income, property, or employees.
• 4.5 Disputed Charges
  • Customer must notify GoSprout in writing of a good-faith invoice dispute within thirty (30) days after receipt of the applicable invoice and provide reasonable detail regarding the dispute.
  • The parties will work in good faith to resolve disputed amounts. Customer remains responsible for timely payment of all undisputed amounts.

5. Participant Licenses, Consumption, and True-Ups

• 5.1 Participant Licenses
  • Unless otherwise stated in an applicable Order, each Participant License purchased by Customer provides one (1) Participant-Month of Platform usage for each month of the applicable Subscription Term.
  • Customer’s total Participant-Month entitlement is calculated by multiplying the number of Participant Licenses purchased by the number of months in the applicable Subscription Term.
  • For example, one hundred (100) Participant Licenses purchased for a twelve (12)-month Subscription Term provide an entitlement of one thousand two hundred (1,200) Participant-Months. One hundred (100) Participant Licenses purchased for a six (6)-month Subscription Term provide an entitlement of six hundred (600) Participant-Months.
• 5.2 Active Participants
  • A Participant is considered “Active” beginning on the date the Participant is assigned an active status in the Platform and continuing until the date the Participant’s status is changed to inactive, completed, withdrawn, terminated, or another non-active status.
  • A Participant becomes Active again upon a subsequent status change to an active status.
  • The creation, import, or storage of a Participant record alone, without assignment of an active status, does not cause the Participant to become Active or consume a Participant-Month.
• 5.3 Participant-Month Consumption
  • One Participant-Month is consumed for each calendar month in which a Participant is Active at any time during that month, regardless of:
    • a. the number of days the Participant is Active;
    • b. whether the Participant logs into or otherwise accesses the Platform; or
    • c. the number of times the Participant’s status changes during that calendar month.
  • Partial calendar months count as one full Participant-Month.
  • A single Participant will not consume more than one Participant-Month during the same calendar month based solely on multiple status changes.
• 5.4 Flexible Reassignment
  • Participant Licenses are not permanently assigned to named individuals.
  • When a Participant becomes inactive, Customer may use its remaining Participant-Month entitlement for another Participant.
  • Because consumption is measured per Participant, if one Participant is Active during any portion of a calendar month and another Participant becomes Active during that same calendar month, each Participant consumes one Participant-Month.
• 5.5 Purchased Entitlement
  • Customer’s total Participant-Month entitlement equals the number of Participant Licenses purchased multiplied by the number of months in the applicable Subscription Term, unless the applicable Order expressly provides a different entitlement.
  • Participant-Months constitute usage capacity during the applicable Subscription Term and have no cash value.
  • Except as expressly stated in an Order, unused Participant-Months expire at the end of the applicable Subscription Term and do not roll over to a subsequent term.
• 5.6 Additional Usage
  • Customer may add Participants beyond its originally anticipated Participant count without interruption, subject to these Terms.
  • Customer is not required to execute a separate Order each time additional Participants are added unless otherwise stated in the applicable Order.
• 5.7 Overage
  • If Customer’s cumulative Participant-Month consumption exceeds its purchased Participant-Month entitlement, the excess usage constitutes “Overage.”
  • If an Order specifies an Overage rate, the rate specified in the Order controls. If no Overage rate is specified, Overage will be charged at the effective monthly per-Participant rate under the applicable Order, calculated by dividing the per-Participant subscription fee for the applicable Subscription Term by the number of months in that Subscription Term.
  • For example, if the applicable per-Participant subscription fee is $240 for a twelve (12)-month Subscription Term, the Overage rate is $20 per excess Participant-Month.
• 5.8 True-Up
  • GoSprout may periodically reconcile Customer’s actual Participant-Month consumption against its purchased entitlement.
  • Once Customer’s cumulative consumption exceeds its purchased entitlement, GoSprout may invoice Customer for excess Participant-Months monthly or quarterly.
  • A reconciliation and invoice for Overage is referred to as a “True-Up.”
  • True-Up amounts are payable in accordance with the payment terms of these Terms unless otherwise stated in the applicable Order.
  • GoSprout may invoice accrued Overage no more frequently than monthly. GoSprout may provide usage notifications as Customer approaches or exceeds its purchased entitlement; failure to provide such notice does not waive Customer’s obligation to pay for Overage. Any accrued and unbilled Overage will be reconciled and invoiced upon expiration or termination of the applicable Subscription Term.
• 5.9 Expansion Orders
  • Customer may elect at any time to increase its committed Participant License quantity through an additional or amended Order.
  • Additional committed capacity may qualify for volume pricing or other commercial terms stated in the applicable Order.
  • Unless otherwise agreed, Overage does not automatically increase Customer’s committed Participant License quantity for the current Subscription Term or any renewal term.
• 5.10 No Mid-Term True-Down
  • Customer’s purchased Participant License commitment may not be reduced during the applicable Subscription Term unless GoSprout agrees otherwise in writing.
  • Customer may request a different commitment for a subsequent renewal term in accordance with the renewal provisions of these Terms.
• 5.11 Usage Records
  • GoSprout’s Platform records regarding Participant activation, status changes, and related usage will be used to calculate Participant-Month consumption.
  • Demonstration, testing, training, and placeholder records designated or reasonably confirmed as such by GoSprout will not count toward consumption.
  • Duplicate records reasonably confirmed by GoSprout to relate to the same Participant will not create additional consumption solely because of the duplicate record.
  • Deleting a Participant account or record does not eliminate Participant-Months previously consumed while that Participant was Active.
• 5.12 Usage Visibility
  • GoSprout may provide Customer with information regarding purchased entitlement, consumption, remaining capacity, and projected usage through the Platform, reports, or other communications.
  • Any projections are informational only and do not alter actual consumption calculated under this Section.

6. Professional Services

• Professional Services, if any, will be described in an applicable Order or statement of work.
• Unless otherwise expressly agreed, changes to scope, deliverables, integrations, timelines, or other Professional Services requirements may require additional fees and written agreement between the parties.
• Customer acknowledges that implementation schedules may depend on Customer’s timely provision of information, personnel, access, data, approvals, and other dependencies.

7. Intellectual Property

• 7.1 Uptime Commitment
  • GoSprout will use commercially reasonable efforts to make the production Platform available at least 99.9% of each calendar month.
• 7.2 Exclusions
  • Availability calculations exclude downtime resulting from:
    • a. scheduled maintenance;
    • b. emergency maintenance reasonably necessary to protect the Platform;
    • c. Customer’s systems, networks, equipment, actions, configurations, or third-party services selected or controlled by Customer;
    • d. internet or telecommunications failures outside GoSprout’s reasonable control;
    • e. force majeure events;
    • f. suspension permitted under these Terms; or
    • g. beta, preview, sandbox, demonstration, or non-production functionality.
• 7.3 Service Credits
  • If monthly availability falls below the Uptime Commitment, Customer may request a service credit as follows:
    • 99.0% to less than 99.9%: 5% of the applicable monthly Platform subscription fee;
    • 95.0% to less than 99.0%: 10%; and
    • Less than 95.0%: 25%.
• Customer must request a service credit in writing within thirty (30) days following the applicable month.
• Service credits will be applied against future Platform fees, have no cash value, and will not exceed twenty-five percent (25%) of the applicable monthly Platform subscription fee.
• Service credits are Customer’s sole monetary remedy for failure to satisfy the Uptime Commitment. 
• For purposes of calculating service credits under this Section, if Customer is billed annually or on a basis other than monthly, the “applicable monthly Platform subscription fee” will equal the recurring Platform subscription fees applicable to the affected Services for the applicable annual or other billing period, divided by the number of months in that period, excluding Professional Services, implementation fees, usage-based charges, Overage, taxes, and other non-recurring fees.

8. Customer Data, Privacy, and Security

• 8.1 Ownership of Customer Data
  • As between the parties, Customer retains all right, title, and interest in Customer Data.
• 8.2 Processing of Customer Data
  • Customer grants GoSprout a limited right to host, copy, transmit, process, display, and otherwise use Customer Data solely as reasonably necessary to:
    • a. provide and operate the Services;
    • b. support Customer and Authorized Users;
    • c. maintain, secure, troubleshoot, and improve the Platform;
    • d. prevent fraud, abuse, and security incidents; and
    • e. comply with applicable law.
• 8.3 Security
  • GoSprout will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure.
• 8.4 Subprocessors
  • Customer authorizes GoSprout to use third-party service providers and subprocessors to support the provision, hosting, security, operation, and maintenance of the Services, provided GoSprout remains responsible for their performance to the extent required by applicable law and contractual commitments.
• 8.5 De-Identified and Aggregated Data
  • GoSprout may generate and use aggregated or de-identified information derived from use of the Services for analytics, security, research, benchmarking, product development, service improvement, and business operations, provided such information does not reasonably identify Customer or any individual.
  • GoSprout will not attempt to re-identify such de-identified information except as necessary to validate the effectiveness of de-identification or as permitted by applicable law.
• 8.6 Privacy Compliance
  • Each party will comply with privacy and data protection laws applicable to its respective activities under these Terms.
  • Where required, the parties may enter into a separate data processing agreement, business associate agreement, education data agreement, or other legally required data protection addendum.
• 8.7 Security Incidents
  • “Security Incident” means any unauthorized access to, acquisition, use, disclosure, alteration, or destruction of Customer Data in GoSprout’s possession or control.
  • GoSprout will notify Customer without unreasonable delay after becoming aware of a Security Incident for which notification to Customer is required by applicable law or an applicable written agreement. GoSprout will take commercially reasonable steps to investigate, contain, mitigate, and remediate the Security Incident and will provide Customer with information reasonably available to GoSprout regarding the nature and scope of the Security Incident as necessary for Customer to satisfy its applicable legal obligations.
  • GoSprout’s notification of or response to a Security Incident will not constitute an admission of fault or liability.

9. Data Export, Retention, and Deletion

• 9.1 Data Access
  • During the Subscription Term, Customer may access and export Customer Data using functionality made available through the Platform or by reasonable request, subject to applicable technical limitations.
• 9.2 Following Termination
  • Following expiration or termination, Customer may request retrieval of available Customer Data for up to thirty (30) days after the effective date of expiration or termination, unless otherwise provided in an applicable Order or prohibited by law or security considerations.
• 9.3 Retention and Deletion
  • Following the applicable retrieval period, GoSprout may delete or de-identify Customer Data in accordance with its data retention policies, except to the extent GoSprout is required or permitted to retain information by applicable law, regulatory requirements, backup procedures, dispute preservation requirements, or an applicable written agreement.
  • Where program, grant, apprenticeship, education, employment, or other recordkeeping requirements require longer retention, GoSprout may retain applicable records for the required period.

10.  Intellectual Property

• 10.1 GoSprout Technology
  • GoSprout and its licensors retain all right, title, and interest in and to the Platform, Services, Documentation, technology, software, workflows, methodologies, designs, know-how, improvements, modifications, and other intellectual property developed or owned by GoSprout.
  • Except for the limited access rights expressly granted under these Terms, no rights are transferred to Customer.
• 10.2 Customer Materials
  • Customer retains ownership of Customer Data and Customer materials provided to GoSprout.
• 10.3 Feedback
  • If Customer or its Authorized Users voluntarily provide suggestions, recommendations, or other feedback regarding the Services, GoSprout may use that feedback without restriction or obligation, provided GoSprout does not identify Customer as the source without permission.
• 10.4 Independent Development
  • Nothing in these Terms prevents either party from independently developing or acquiring products, services, technology, concepts, or solutions that may be similar to those of the other party, provided it does not use or disclose the other party’s Confidential Information in violation of these Terms.

11. Confidentiality

• 11.1 Confidential Information
  • “Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated confidential or that reasonably should be understood to be confidential based on its nature or the circumstances of disclosure.
  • Customer Data constitutes Customer’s Confidential Information.
  • Non-public information regarding the Platform, pricing, technology, security, product plans, and business operations constitutes GoSprout’s Confidential Information.
• 11.2 Protection and Use
  • The Receiving Party will:
    • a. use Confidential Information only as necessary to exercise its rights or perform its obligations under the parties’ relationship;
    • b. protect Confidential Information using at least reasonable care; and
    • c. disclose Confidential Information only to personnel, professional advisers, contractors, and service providers who have a need to know and are subject to confidentiality obligations.
• 11.3 Exclusions
  • Confidential Information does not include information the Receiving Party can demonstrate:
    • a. is or becomes publicly available without breach of an obligation;
    • b. was lawfully known without restriction before disclosure;
    • c. is received lawfully from a third party without confidentiality obligations; or
    • d. was independently developed without use of the Disclosing Party’s Confidential Information.
• 11.4 Required Disclosure
  • The Receiving Party may disclose Confidential Information where required by law, subpoena, or governmental order, provided it gives advance notice where legally permitted and reasonably cooperates with efforts to seek confidential treatment.
• 11.5 Survival
  • Confidentiality obligations survive termination for five (5) years, except that obligations relating to trade secrets will continue for so long as the information qualifies as a trade secret under applicable law.

12. Warranties

• 12.1 GoSprout Warranties
  • GoSprout warrants that:
    • a. the Platform will perform in all material respects in accordance with applicable Documentation under normal authorized use; and
    • b. Professional Services will be performed in a professional and workmanlike manner.
  • If GoSprout materially breaches a warranty in this Section and cannot cure the breach within a reasonable period after receiving written notice, Customer may terminate the affected Services and receive a prorated refund of prepaid, unused fees attributable to the terminated Services.
• 12.2 Customer Warranties
  • Customer represents and warrants that it has the authority to enter into these Terms and to provide Customer Data to GoSprout for processing as contemplated herein.
• 12.3 Disclaimer
  • EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
  • GOSPROUT DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
  • GOSPROUT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT CUSTOMER’S USE OF THE SERVICES WILL, BY ITSELF, SATISFY ANY PARTICULAR LEGAL, REGULATORY, GRANT, EDUCATIONAL, EMPLOYMENT, APPRENTICESHIP, OR COMPLIANCE REQUIREMENT.
  • CUSTOMER REMAINS RESPONSIBLE FOR ITS PROGRAMS, EMPLOYMENT DECISIONS, REGULATORY FILINGS, AND COMPLIANCE OBLIGATIONS.

13. Indemnification

• 13.1 By GoSprout
  • GoSprout will defend Customer against a third-party claim alleging that Customer’s authorized use of the Platform infringes or misappropriates a United States patent, copyright, trademark, or trade secret and will pay damages finally awarded or amounts agreed in a settlement approved by GoSprout.
  • If such a claim occurs or is reasonably likely to occur, GoSprout may, at its option:
    • a. obtain the right for Customer to continue using the affected Platform;
    • b. modify or replace the affected functionality so that it is no longer infringing while retaining substantially equivalent functionality; or
    • c. if neither option is commercially reasonable, terminate the affected Services and refund prepaid fees attributable to the unused portion of the terminated Subscription Term.
• GoSprout has no obligation for claims resulting from Customer Data, Customer modifications, unauthorized use, use contrary to Documentation, or combinations with products or services not provided or approved by GoSprout where the claim would not otherwise have arisen.
• 13.2 By Customer
  • Customer will defend GoSprout against third-party claims arising from:
    • a. Customer Data that infringes or violates third-party rights;
    • b. Customer’s unlawful use of the Services; or
    • c. Customer’s material violation of Section 2.3.
  • Customer will pay damages finally awarded or amounts agreed in a settlement approved by Customer.
• 13.3 Procedure
  • The indemnified party must:
    • a. promptly notify the indemnifying party of the claim;
    • b. provide reasonable cooperation at the indemnifying party’s expense; and
    • c. permit the indemnifying party to control the defense and settlement.
  • The indemnifying party may not settle a claim in a manner that admits wrongdoing by or imposes non-monetary obligations on the indemnified party without its written consent, not to be unreasonably withheld.

14. Limitation of Liability

• 14.1 Exclusion of Certain Damages
  • TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• 14.2 General Liability Cap
  • EXCEPT AS PROVIDED IN SECTION 14.3, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO GOSPROUT UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• 14.3 Heightened Liability
  • For liability arising from a party’s breach of its confidentiality obligations, indemnification obligations, or material breach of its data security obligations, each party’s aggregate liability will not exceed two (2) times the fees paid or payable by Customer under the applicable Order during the twelve (12) months preceding the event giving rise to the claim.
• 14.4 Exclusions
  • Nothing in these Terms limits liability to the extent such liability cannot lawfully be limited or excluded.
  • Customer’s obligation to pay properly due fees is not limited by this Section.

15. Term, Renewal, and Termination

• 15.1 Term
  • These Terms begin when Customer first accepts an Order or accesses the Platform and remain in effect while any Order remains active.
  • Each subscription will continue for the Subscription Term specified in the applicable Order.
• 15.2 Renewal
  • Unless otherwise stated in the applicable Order, each subscription will automatically renew for successive periods equal in length to the initial Subscription Term (each, a “Renewal Term”) unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.
  • GoSprout may change the fees applicable to a Renewal Term by providing Customer with written notice at least thirty (30) days before the applicable renewal date. Any such pricing change will take effect at the beginning of the Renewal Term and will not affect fees during the then-current Subscription Term.
  • Customer’s Participant License quantity and other committed usage will renew at the quantities stated in the then-current Order unless otherwise agreed in writing. Overage incurred during a Subscription Term does not automatically increase Customer’s committed Participant License quantity for a Renewal Term.
• 15.3 Termination for Cause
  • Either party may terminate an affected Order if the other party materially breaches these Terms or that Order and fails to cure the breach within thirty (30) days after written notice.
  • If the breach is incapable of cure, termination may be effective upon written notice.
• 15.4 Insolvency
  • Either party may terminate upon written notice if the other party becomes subject to bankruptcy, insolvency, liquidation, or similar proceedings that are not dismissed within sixty (60) days, to the extent permitted by applicable law.
• 15.5 Effect of Termination
  • Upon expiration or termination:
    • a. Customer’s right to access the affected Services ends;
    • b. Customer remains responsible for fees accrued through the effective date of termination, including applicable Overage;
    • c. if Customer terminates for GoSprout’s uncured material breach, GoSprout will refund prepaid fees attributable to the unused portion of the terminated Subscription Term; and
    • d. Customer Data will be handled in accordance with Section 9.
• 15.6 Survival
  • Sections that by their nature should survive expiration or termination will survive, including provisions concerning payment obligations, intellectual property, confidentiality, data retention, indemnification, limitations of liability, and miscellaneous provisions.

16. Third-Party Services and Integrations

The Platform may interoperate with third-party applications, learning management systems, identity providers, payroll systems, customer relationship management systems, or other services.

Customer’s use of third-party services is governed by the applicable third party’s terms.

GoSprout is not responsible for third-party services outside GoSprout’s reasonable control, including their availability, security, functionality, or changes to their services or APIs.

17. Beta and Preview Features

GoSprout may make beta, pilot, preview, sandbox, demonstration, experimental, or early-access functionality available to Customer.

Unless otherwise agreed in writing, such functionality is provided for evaluation purposes, may be modified or discontinued at any time, may not be subject to the Uptime Commitment, and is provided “as is.”

18. Publicity

Unless otherwise stated in an applicable Order, GoSprout may identify Customer by name and logo in factual customer lists and presentations solely to identify Customer as a GoSprout customer.

GoSprout will obtain Customer’s prior consent before publishing a case study, testimonial, press release, or other substantive endorsement attributed to Customer.

Customer may revoke future logo use by providing written notice to GoSprout.

19. Compliance with Laws

Each party will comply with laws applicable to its performance under these Terms.

Customer is responsible for determining whether its particular use of the Platform satisfies laws, regulations, grant requirements, program standards, employment requirements, educational requirements, and other obligations applicable to Customer.

Unless expressly agreed in writing, GoSprout does not act as Customer’s legal, regulatory, tax, employment, or compliance adviser.

20. Export Controls and Sanctions

Customer will not access or use the Services in violation of applicable United States export control, trade restriction, or economic sanctions laws.

21. Force Majeure

Neither party will be liable for delay or failure to perform, other than payment obligations, caused by circumstances beyond its reasonable control, including natural disasters, severe weather, acts of government, war, terrorism, civil unrest, labor disruptions, utility failures, widespread internet or telecommunications failures, epidemics, or similar events.

The affected party will use commercially reasonable efforts to mitigate the impact and resume performance.

22. Assignment

Neither party may assign these Terms or an Order without the other party’s prior written consent, which will not be unreasonably withheld or delayed.

Either party may assign these Terms and applicable Orders without consent in connection with a merger, corporate reorganization, change of control, or sale of all or substantially all of the business or assets to which these Terms relate, provided the successor assumes the assigning party’s obligations.

Any prohibited assignment is void.

23. Notices

Legal notices under these Terms must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email to the applicable legal or business contact identified in an Order.

Notices are effective upon confirmed receipt.

Notices to GoSprout may be sent to:

JCV Ventures, Inc. d/b/a GoSprout
400 NW 26th Street
Miami, Florida 33127
Email: info@gosprout.app

GoSprout may designate an updated notice address from time to time.

24. Governing Law and Venue

Unless otherwise stated in an applicable Order, these Terms and all disputes arising out of or relating to them are governed by the laws of the State of Florida, without regard to conflict-of-laws principles.

The state and federal courts located in Miami-Dade County, Florida will have exclusive jurisdiction over disputes arising out of or relating to these Terms, and each party consents to personal jurisdiction and venue in those courts.

25. Changes to These Terms

GoSprout may update these Terms from time to time.

Except where changes are required by applicable law, necessary to address security or abuse, or otherwise agreed by the parties, a material change to these Terms will not materially diminish Customer’s contractual rights during a then-current Subscription Term.

Material changes will become effective for Customer upon renewal or entry into a new Order.

GoSprout may make non-material, administrative, clarifying, or legally required changes during a Subscription Term.

26. Order of Precedence

If there is a conflict among documents governing the Services, the following order of precedence applies unless expressly agreed otherwise:

1. a mutually executed amendment or addendum that expressly identifies the provision it modifies;
2. the applicable Order;
3. an applicable data processing agreement, business associate agreement, or other subject-specific addendum, solely with respect to its subject matter;
4. these Terms; and
5. the Documentation.

Terms contained in Customer purchase orders, vendor portals, procurement forms, or similar documents will not modify these Terms unless expressly accepted in writing by an authorized representative of GoSprout.

27. General

• 27.1 Independent Contractors
  • The parties are independent contractors. These Terms do not create a partnership, joint venture, fiduciary relationship, employment relationship, or agency relationship between the parties.
• 27.2 No Third-Party Beneficiaries
  • Except as expressly provided, these Terms do not create rights in any third party.
• 27.3 Waiver
  • Failure to enforce a provision of these Terms does not waive the right to enforce that provision or any other provision later.
• 27.4 Severability
  • If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.
• 27.5 Headings
  • Headings are for convenience only and do not affect interpretation.
• 27.6 Electronic Acceptance
  • Electronic signatures, electronic acceptance of Orders, and electronically maintained copies of these Terms have the same effect as originals to the extent permitted by law.
• 27.7 Entire Agreement
  • These Terms, together with all applicable Orders and incorporated addenda, constitute the entire agreement between the parties regarding the Services and supersede prior or contemporaneous agreements, proposals, representations, and communications concerning their subject matter.

28. Contact

Questions regarding these Terms may be directed to:

JCV Ventures, Inc. d/b/a GoSprout
400 NW 26th Street 

Miami, Florida 33127
Email: info@gosprout.app
Website: gosprout.app