GoSprout SaaS Terms & Conditions

Effective Date: September 1, 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

• “Active” or “Active Participant” means a Participant whose status in any GoSprout program is set to Active, as further described in Section 5.
• “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.
• “Navigator Services” means GoSprout customer success, implementation, training, program-support, advisory, or similar service assistance that GoSprout may provide in connection with the Services.
• “Order” means a quote, order form, proposal, statement of work, invoice, or other ordering document accepted by Customer and GoSprout that identifies the Platform, Services, fees, subscription period, usage entitlement, or other commercial terms.
• “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 commercial 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 in which one Participant is Active at any time during that calendar month, 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.
• “Purchase Period” means the twelve (12)-month period associated with a purchase of Participant Licenses under an applicable Order and used to measure Participant-Month consumption and any True-Up, unless the applicable Order expressly provides a different measurement period.
• “Services” means the Platform, support, and any Professional Services provided by GoSprout.
• “Subscription Term” means the subscription period identified in the applicable Order. Expiration or non-renewal of a Subscription Term does not, by itself, cause previously purchased and unused Participant-Months to expire.
• “Uptime Commitment” has the meaning given in Section 7.1.

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. Following expiration or non-renewal of a Subscription Term, Customer may continue to access and use the Platform solely to consume previously purchased and unused Participant-Months in accordance with Section 5, without being required to purchase a renewal subscription. Such post-term access does not authorize use in excess of Customer’s remaining Participant-Month entitlement unless Customer purchases additional Participant Licenses or otherwise enters into a new or amended Order.
• 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. Customer acknowledges that Participant status changes may directly affect Participant-Month consumption under Section 5.
• 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. Except to the extent prohibited by applicable law or expressly agreed by GoSprout in a written amendment signed by an authorized representative of GoSprout, all purchases and payment obligations are non-cancelable, all amounts paid are non-refundable, and purchased quantities or usage commitments may not be decreased after purchase. Participant-Months have no cash value and may not be redeemed for cash, refunded, rebated, or converted into monetary or fee credits.
• 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.

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 (the “Uptime Commitment”).
• 7.2 Measurement
  • Monthly availability is calculated as: Availability (%) = [(total minutes in the calendar month − minutes of unscheduled unavailability) ÷ total minutes in the calendar month] × 100. “Unavailability” means a period during which the production Platform is generally unable to be accessed or used by Authorized Users for its principal functions due to a cause attributable to GoSprout, as measured by GoSprout’s production monitoring, logging, and alerting systems. The Platform additionally provides proactive alerts on system events.
• 7.3 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.
• 7.4 Scheduled Maintenance
  • GoSprout will notify Customer of scheduled maintenance by email and/or web portal at least one (1) week before the event, indicating the expected window and anticipated impact. Where reasonably possible, scheduled maintenance is performed outside Customer’s ordinary business hours.
• 7.5 Backups, Recovery Objectives, and Continuity
  • The Platform’s database is backed up automatically using managed, encrypted snapshots under a tiered retention policy: snapshots every six (6) hours and daily snapshots, each retained for seven (7) days; weekly snapshots retained for four (4) weeks; monthly snapshots retained for twelve (12) months; and yearly snapshots retained for one (1) year; with a point-in-time restore window of seven (7) days. GoSprout’s committed recovery objectives are a Recovery Point Objective (RPO) of no more than twenty-four (24) hours and a Recovery Time Objective (RTO) of no more than two (2) hours. Restoration tests are performed at least annually and documented.
• 7.6 Support
  • Support channels include email, the support portal or channel, in-Platform help, and remote sessions where necessary, in English and Spanish. Each account is assigned a GoSprout Navigator as the principal point of contact for support, implementation, product, and technical matters, with a backup Navigator to maintain continuity during absences or personnel changes.
  • Severity levels and maximum initial response times are: P1 — production Platform unavailable or general critical service interruption: one (1) hour, on a 24/7/365 basis; P2 — material degradation of the Services or important functionality unavailable without total Platform unavailability: twenty-four (24) hours; P3 — questions, configuration requests, functional assistance, and minor issues: twenty-four (24) hours during ordinary support hours. “Initial response” means acknowledgment of receipt and commencement of assessment, not a guaranteed resolution time; GoSprout will pursue each incident with diligent, continuing efforts until resolution. 24/7/365 coverage applies to P1 incidents (monitoring, intake, assessment, and technical escalation); routine requests are handled on-demand during the ordinary support hours agreed in the applicable Order.
• 7.7 Service Remediation
  • If monthly availability falls below the Uptime Commitment, GoSprout will provide reasonable non-cash service remediation appropriate to the circumstances, as determined by GoSprout. Such remediation may include additional Navigator Services hours, technical assistance, training, implementation assistance, customer-success attention, or other comparable service support. Customer must notify GoSprout in writing of an availability issue for which it requests remediation within thirty (30) days following the applicable month and provide reasonable information sufficient for GoSprout to evaluate the issue. Service remediation under this Section has no cash value, is not transferable, and does not constitute or create a refund, rebate, reimbursement, reduction of fees, monetary service credit, or right to offset amounts owed. To the maximum extent permitted by applicable law, the service remediation described in this Section is Customer’s sole and exclusive remedy for GoSprout’s failure to satisfy the Uptime Commitment. An applicable Order or written service level agreement may provide a different remediation scheme for a specific Customer, in which case that scheme controls for that Customer.

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, including: encryption in transit (TLS 1.2 or higher) and at rest (AES-256); role-based access control (RBAC) under the need-to-know principle; logical multi-tenant isolation; production monitoring and alerting; secure development practices aligned with OWASP, with vulnerability testing at least quarterly and independent penetration testing at least annually; and an information security program audited under SOC 2 Type II (Security, Availability, and Confidentiality Trust Services Criteria).
• 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. GoSprout’s current infrastructure subprocessors are: Heroku (Salesforce) — application hosting platform, on AWS infrastructure; Amazon Web Services (AWS) — underlying cloud infrastructure; and MongoDB, Inc. (Atlas) — managed database with managed encrypted backups. These subprocessors host and operate the infrastructure on which the Services run and do not access Customer Data for any other purpose. GoSprout will provide Customer reasonable prior written notice of the addition or replacement of subprocessors that process Customer Data, and Customer may raise reasonable objections before the change takes effect.
• 8.5 Data We Store
  • For Participants, the Platform stores: identification and account data (name, email address, and assigned role); program academic records (RTI and OJT hours, assessments, grades, and program progress); and files uploaded as evidence of activities (documents and images) associated with the Participant’s or program’s record. The Platform does not require additional categories of Participants’ personal data to provide the Services. Customer Data is retained for the duration of the contract and processed exclusively to provide the contracted Services.
• 8.6 Data Location
  • Customer Data is hosted in data centers located in the United States of America (AWS region us-east-1), with high-availability replication within the same region and no replication to other jurisdictions. Any change of hosting location is subject to the subprocessor notice process in Section 8.4.
• 8.7 Excluded Uses; No AI Training
  • Customer Data is not shared with third parties for any third party’s own purposes and is not sold, licensed, or rented. Customer Data is NOT used to train artificial intelligence models, whether GoSprout’s or third parties’, nor for analytics unrelated to the provision of the Services.
• 8.8 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.
• 8.9 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; in the event of a conflict regarding the processing of personal data, such addendum controls with respect to its subject matter.
• 8.10 Security Incidents
  • GoSprout will notify Customer without unreasonable delay, and no later than seventy-two (72) hours after confirming a security incident involving unauthorized access to or acquisition of Customer Data, to Customer’s designated contact, with periodic updates until resolution and a post-closure summary including root cause and corrective actions where applicable. GoSprout’s notification of a security incident will not constitute an admission of fault or liability.

9. Data Export, Retention, and Deletion

• 9.1 Data Access
  • While Customer has a valid right to access the Platform under an active Subscription Term or Section 5.5, Customer may access and export Customer Data in standard, open formats (such as CSV and JSON) using functionality made available through the Platform (reports and APIs) or by reasonable request, subject to applicable technical limitations.
• 9.2 Retrieval Period Following Expiration or Termination
  • Ordinary expiration or non-renewal of a Subscription Term does not trigger the post-termination retrieval period while Customer retains unused Participant-Months and continues to access the Platform solely to consume them under Section 5.5. Following the end of Customer’s right to access the Platform, including after all remaining Participant-Months are consumed or following termination that ends Platform access, GoSprout will provide Customer a retrieval period, generally up to thirty (30) days (or such longer period as stated in an applicable Order), to retrieve available Customer Data, unless prohibited by law, security considerations, or an applicable Order.
• 9.3 End-of-Contract Obligations
  • Upon termination or expiration that ends Customer’s right to access the Platform, GoSprout will: (a) Data retrieval — make Customer Data available for export in standard formats during the retrieval period described in Section 9.2; (b) Consolidated report — within that same period and at no additional cost, deliver to Customer a consolidated participation and progress report for Customer’s Participants and programs, in a standard readable format (PDF and/or spreadsheet); and (c) Certified deletion — after the retrieval period, delete all Customer Data from production systems and deliver written confirmation of deletion, except to the extent retention is required or permitted under Section 9.5.
• 9.4 Deletion Requests and Backup Expiry
  • During the term, Customer may request deletion of specific Customer Data, and GoSprout will delete the indicated data and provide written confirmation of deletion. Deleted data ceases to exist in backups when the snapshots containing it expire under the tiered retention cycle described in Section 7.5 — no later than twelve (12) months after deletion in production — after which deletion is final in backups as well; upon Customer’s request, GoSprout may purge earlier the snapshots containing the deleted data. Backup copies are not used to restore data that Customer has deleted, except as necessary to recover from a verified Platform failure.
• 9.5 Retention Exceptions
  • 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, Customer must provide written notice describing the nonconformity in reasonable detail, and GoSprout will use commercially reasonable efforts to cure the nonconformity. If GoSprout is unable to cure a material nonconformity within a reasonable period, GoSprout may provide reasonable service remediation, including Navigator Services or comparable support attention. Customer may terminate the affected Services for an uncured material breach in accordance with Section 15.3, but, except to the extent prohibited by applicable law, such termination or service remediation does not entitle Customer to a refund, rebate, reimbursement, fee credit, or return of amounts previously paid.
• 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, discontinue or terminate the affected functionality or Services. Except to the extent prohibited by applicable law, discontinuation or termination under this Section does not entitle Customer to a refund, rebate, reimbursement, fee credit, or return of amounts previously paid. 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, including True-Up amounts, 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 or while Customer retains unused Participant-Months and continues to access or use the Platform under Section 5.5. Each subscription will continue for the Subscription Term specified in the applicable Order. Expiration of a Subscription Term ends the applicable renewal commitment but does not, by itself, extinguish previously purchased and unused Participant-Months.
• 15.2 Renewal
  • Unless otherwise stated in an applicable Order, each subscription will automatically renew for successive twelve (12)-month periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. For government or public-sector customers whose applicable law or procurement framework does not permit automatic renewal, the applicable Order will provide that renewals are exercised at the customer’s option by written notice, and this Section applies as so modified. Pricing for a renewal term may be updated by GoSprout upon reasonable advance notice before renewal. Renewal pricing applies prospectively to Participant Licenses purchased for the renewal period and does not reprice previously purchased Participant-Months or Overage attributable to a completed Purchase Period. Participant-Months purchased on renewal are added to any unused Participant-Months remaining from prior purchases in accordance with Section 5.9.
• 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 Expiration or Termination
  • Upon ordinary expiration or non-renewal of a Subscription Term: (a) Customer may continue to access and use the Platform solely to consume previously purchased and unused Participant-Months in accordance with Section 5.5; (b) Customer is not required to purchase a renewal solely to consume such remaining Participant-Months; (c) Customer remains responsible for all fees and True-Up amounts properly due for the completed Purchase Period; and (d) no unused Participant-Months or other amounts are refundable, redeemable, or convertible into cash or monetary credit.
  • Upon termination that ends Customer’s right to access the Services, including termination for cause: (e) Customer’s right to access the affected Services ends on the effective date of termination; (f) Customer remains responsible for fees accrued or otherwise payable through the effective date of termination, including applicable True-Up or Overage amounts; (g) except to the extent prohibited by applicable law, Customer is not entitled to a refund, rebate, reimbursement, fee credit, or return of previously paid amounts, including with respect to unused Participant-Months; and (h) Customer Data will be handled in accordance with Section 9, including the end-of-contract obligations in Section 9.3.
• 15.6 Survival
  • Sections that by their nature should survive expiration or termination will survive, including Section 5 to the extent applicable to unused Participant-Month entitlements, consumption, payment, True-Up, and no-refund obligations, and 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

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. An applicable Order or addendum may provide a different governing law and dispute resolution mechanism for a specific Customer (for example, a government customer), in which case that provision controls for that Customer.

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 or during a post-term period in which Customer is using previously purchased and unused Participant-Months under Section 5.5. Material changes will generally become effective for Customer upon renewal or entry into a new Order. For a Customer accessing the Platform solely to consume previously purchased Participant-Months following expiration or non-renewal, the version of these Terms applicable immediately before expiration or non-renewal will continue to govern such post-term use, except for changes required by applicable law, security requirements, or abuse prevention. GoSprout may make non-material, administrative, clarifying, or legally required changes during a Subscription Term or permitted post-term access period.

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