SPROUT TERMS OF SERVICE

Last Updated: March 28, 2017

1. ACCEPTANCE OF TERMS; USE OF SERVICE

NOT MEDICAL ADVICE

Sprout does not provide medical advice. Sprout is not engaged in the practice of medicine, and provides the Service solely for informational and educational purposes. You should not use the Service to diagnose, treat, or mitigate any disease, disorder or abnormal physical state or prescribe any medication or treatment for yourself or any other person. For greater certainty, the Service itself is not to be used in the diagnosis, treatment, mitigation or prevention of a medical condition. Consult with your healthcare professional before relying on any information or acting on any recommendations provided in the Service or sent to you in any email by Sprout.

1.1. Governing Agreement

The terms of this agreement (""Terms of Service"") govern the relationship between you and Sprout Wellness Solutions Inc. with an office at 366 Adelaide St West, Suite 301, Toronto, Ontario, M5V 1R9, Canada, (hereinafter ""Sprout"", ""Us"", ""We"" or ""Our"") regarding your use of Sprout's online services, websites and applications (collectively, the ""Service"").

1.2. Privacy Policy

Use of the Service is also governed by Sprout's Privacy Policy, which is incorporated herein by reference. Your privacy is important to Us and Our Privacy Policy explains how we collect, use and disclose your content and information and how you can use the Service to share such information with others.

By creating an account or accessing or using the Service you accept and agree to be bound by these Terms of Service and consent to the collection, use and disclosure of your information as outlined in these Terms of Service and Our Privacy Policy.

1.3. Updates to the Terms of Service and Privacy Policy

We reserve the right, at Our discretion, to change, modify, add or remove portions of these Terms of Service and Our Privacy Policy at any time by posting the amended Terms of Service and/or Privacy Policy on Sprout's website and/or on the Service. Notice of any such changes will be posted prominently on the Service. You will be deemed to have accepted such changes by continuing to use the Service. Except as otherwise stated, all amended terms shall be effective when they are posted. Sprout may also revise other policies, codes or rules at any time, and the new versions will be available on Sprout's website and/or on the Service.

If at any point you do not agree to any portion of Our Terms of Service, Our Privacy Policy, or any other policy, rule or code of conduct relating to your use of the Service, your license and right to use the Service shall immediately terminate, and you must immediately stop using the Service.

To the extent the Terms of Service or Privacy Policy conflict with any other Sprout terms, policy, rules or codes of conduct, the terms contained in these Terms of Service and in the Privacy Policy shall govern.

1.4. Grant of a Limited License to Use the Service

In consideration of payment to Sprout by you or a third party on your behalf of the applicable fees for the Service as and when due and subject to your agreement and continuing compliance with these Terms of Service and any other relevant Sprout policies, Sprout grants you a non-exclusive, non-transferable, non-sublicensable, revocable limited license, subject to the limitations, terms and conditions contained in these Terms of Service, to access and use the Service solely for your own personal and non-commercial purposes. You agree not to use the Service for any other purpose.

Sprout reserves the right to cancel or terminate your license, your access to the Service and your Account (as hereinafter defined) in the event that (a) the agreement between Sprout and your company or other third party pursuant to which Sprout agreed to make the Service available to you is terminated or expires; or (b) the applicable fees for your access to and use of the Service are not paid by you, your company or another third party on your behalf when due.

1.5. Accessing the Service

Before accessing or using the Service, including browsing any Sprout website and/or downloading and using any Sprout applications, you must agree to these Terms of Service and the Privacy Policy. You may also be required to register an account on the Service (an ""Account""). The Service is not intended for children under the age of 13 and no person under the age of 13 may use the Service. If you use the Service, you represent that you are of the age of majority in the jurisdiction in which you reside or, if you are 13 years of age or older up to the age of majority in the jurisdiction in which you reside, you represent that you have reviewed these Terms of Service and Our Privacy Policy with your parent or legal guardian, they have expressly consented to your use of the Service in accordance with these Terms of Service and Our Privacy Policy and agreed to these Terms on your behalf.

You must provide all equipment and software necessary to connect to the Service, including, but not limited to, a mobile device that is suitable to connect with and use the Service, in cases where the Service offers a mobile component.

You are responsible for any fees, including internet connection or mobile fees, that you incur when accessing or using the Service.

1.6. Use of the Service and Restrictions

You acknowledge that the Sprout Service is a voluntary service. We are not a medical organization and we do not and will not give you any medical advice or diagnosis. Our purpose is to help users record what they eat and their exercise, track their health and fitness progress, schedule events and motivate other users. The information available through the Service and from any other service provided to you directly by Sprout or a third party working with Sprout should not be used to make any medical diagnosis or decisions, and is only to be used for educational and informational purposes. The Service should not be used or relied on for medical advice or opinions, nor does it contain or constitute medical advice or opinions. Always consult with a doctor or other recognized medical professional before starting a diet or fitness program or if any training or dieting is causing pain or serious discomfort. We cannot and do not guarantee any health, weight and/or fitness results or improvements as a result of using the Service.

The following restrictions apply to the use of the Service:

a. If you are between 13 years of age and the age of majority in the jurisdiction in which you reside, you must have permission of your parent or legal guardian and have them agree to Sprout's Terms of Service on your behalf;

b. If you have a condition that requires medical treatment, or are pregnant and/or breastfeeding/lactating, have an eating disorder, you may not use the Service without an approval from your physician or other licensed health adviser;

c. You shall not have more than one Account at any given time, and shall not create an Account using a false identity or information, or on behalf of someone other than yourself;

d. You shall not have an Account or use the Service if you have previously been removed by Sprout, or have been banned by Us from participating in the Service or any portion thereof;

e. You shall use your Account and the Service only for non-commercial purposes in accordance with these Terms of Service and all applicable laws;

f. You shall not use your Account or the Service to advertise, or solicit, or transmit any commercial advertisements or commercial messages, including chain letters, junk e-mail or repetitive messages (spim and spam) to anyone;

g. You shall not use your Account or the Service to engage in any illegal conduct including the unauthorized distribution of copyrighted material;

h. You shall not rent, lease, sell, trade, gift, bequeath or otherwise transfer your Account to anyone without Our written permission;

i. You shall not access or use an Account which has been rented, leased, sold, traded, gifted, bequeathed, or otherwise transferred from the Account creator without Our permission;

j. If you access the Service from your employer's account you shall comply with your employer's terms of service/use as well as these Terms of Service; and

k. You shall not (i) violate or attempt to violate the security of the Service; (ii) take any action or use the Service in any manner that could damage, disable, overburden, or impair the Service or disrupt or interfere with any other user’s use and enjoyment of the Service or Sprout’s ability to monitor or make available the Service; or (iii) obtain or attempt to obtain unauthorized access to any part of the Service.

You must immediately stop using the Service if you are not able to comply with the foregoing restrictions.

1.7. Account Information

When creating or updating an Account on the Service, you are required to provide Us with the personal information described below and this information will be collected, held, used and disclosed in accordance with Our Privacy Policy. You agree that you will supply accurate and complete information to establish your Account and that you will update that information promptly after it changes.

You understand that in certain cases your user ID number, name and profile picture will be publicly available to other users of the Service within your company and you consent to this information being publicly available in such manner. Please see Our Privacy Policy for further details.

1.8. Username and Password

When you create an Account you will be required to provide: i) your legal full name; ii) a valid email address; iii) a password created by you; and iv) any other mandatory information requested in order to create your Account (collectively, ""Login Information""). The following rules govern the security of your Login Information:

a. You shall not share the Account or the Login Information, nor let anyone else access your Account or do anything else that might jeopardize the security of your Account;

b. In the event you become aware of or reasonably suspect any breach of security, including without limitation, any loss, theft, or unauthorized use or disclosure of the Login Information, you must immediately notify Us and, at the same time, modify your Login Information;

c. You are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of the Login Information, including purchases, whether or not authorized by you;

d. If your Account has been terminated for any reason, you may not re-register as a user without prior written consent of your company and Sprout, which consent in the case of Sprout may or may not be granted, at the sole discretion of Sprout;

e. You are responsible for all User Content (as hereinafter defined) and activity that occurs through your Account including your interactions with other users of the Service and any damage or other harm resulting therefrom.

We reserve the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates the third party's rights or where Sprout, in its sole discretion, deems a username to be offensive or inappropriate.

2. OWNERSHIP

2.1. Service

The Service (including without limitation any designs, texts, pictures, video, graphics, titles, applications, software, computer code, themes, objects, characters, character names, stories, dialogue, catch phrases, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, documentation, transcripts, character profile information, recordings and other materials available on or through the Service, and the selection and arrangement thereof) are copyrighted works owned by Sprout or licensed to Sprout, and are protected by Canadian and international copyright, trademark and other applicable laws. You may not reproduce, republish, distribute, transmit, modify, create derivatives of, sell or otherwise make available to any third party the Service or any part thereof (other than User Content which you submit and for which you are wholly responsible), in whole or in part, in any manner that is not authorized by Sprout in writing. Neither your use of the Service nor these Terms of Service grant you any right, title or interest in or to, or any license to reproduce or otherwise use, the Sprout or any third-party trademarks or service marks appearing on the Service. Except as explicitly stated herein, Sprout reserves all rights, including without limitation, all intellectual property rights or other proprietary rights, in connection with the Service.

2.2. Accounts

SPROUT RESERVES THE RIGHT TO TERMINATE ANY ACCOUNT THAT HAS BEEN INACTIVE FOR 180 DAYS.

2.3. User Content

""User Content"" means any communications, messages, comments, photos, videos, images, sounds, data, information and other content or material that you upload or transmit to or through the Service, or that other users upload or transmit, including without limitation any chat text.

By transmitting or submitting any User Content while using the Service, you affirm, represent and warrant that such User Content is (a) accurate and not confidential; (b) not in violation of any applicable laws, contractual restrictions or other third party rights, and that you have permission from any third party whose personal information or intellectual property is comprised in the User Content to transmit or submit such User Content and grant the license granted in this section by you to Sprout; (c) not threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable and will not cause injury to any person or entity; (d) free of viruses, adware, spyware, worms or other malicious code; and (e) you acknowledge and agree that any of your personal information within such User Content will at all times be processed by Sprout in accordance with Our Privacy Policy.

By transmitting or submitting any User Content to the Service, you grant Sprout, a royalty-free, worldwide, transferable, sublicensable, non-exclusive right and license to use, reproduce, publish, perform, modify, adapt, translate, display, transmit and distribute such User Content for the purpose of providing and administering the Service to you and other users within your company in any form, media or technology now known or hereafter developed.

2.4 Feedback

Any feedback, ideas, recommendations or suggestions provided by users to Sprout regarding the Service or improvements or enhancements thereto, including new features or functionality, shall be deemed to be non-confidential and Sprout shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, reproduce, modify, distribute, make derivative works of and incorporate same into the Service at Sprout’s sole discretion, without compensation or acknowledgement to you.

2.5 Monitoring; Suspension and Termination

Sprout reserves the right, but is not obligated, to (without notice or liability to you):

a. Monitor, edit and/or remove any User Content, in its sole discretion, including if such User Content is abusive, illegal, disruptive, inappropriate or otherwise fails to conform with these Terms of Service as determined by Sprout in its sole discretion;

b. Suspend or terminate your license, Account and your access to any or all portions of the Service upon any breach of these Terms of Service (and without limiting any other express termination provisions set forth herein);

c. Take any action it deems necessary to protect the rights, property or safety of users or others and/or the rights and property of Sprout; and/or

d. Notify any company or third party paying for the Service on your behalf of any non-conformance with or breach by You of these Terms of Service and action taken, or any proposed action to be taken, by Sprout pursuant hereto.

3. UPDATES TO THE SERVICE

You understand that the Service is an evolving one. Sprout may require that you accept updates to the Service. You acknowledge and agree that Sprout may update the Service with or without notifying you. You may need to update third party software from time to time in order to continue receiving the Service.

4. DISCLAIMERS / LIMITATIONS / WAIVERS / INDEMNIFICATION

4.1. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN ""AS IS"" “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPROUT DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

WITHOUT LIMITING THE FOREGOING, NEITHER SPROUT NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, SUPPLIERS OR LICENSORS (COLLECTIVELY, “SPROUT PARTIES”) WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL ALWAYS BE SECURE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE OR AS TO THE ACCURACY, RELIABILITY, CURRENCY OR COMPLETENESS OF ANY CONTENT, PRODUCTS OR SERVICES PROVIDED OR MADE AVAILABLE THROUGH THE SERVICE.

4.2. Limitations; Waivers of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE SPROUT PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE.

YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE SPROUT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE SPROUT PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICE AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

UNDER NO CIRCUMSTANCES WILL THE SPROUT PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU, OR A THIRD PARTY ON YOUR BEHALF, HAVE PAID SPROUT IN THE ONE HUNDRED AND EIGHTY DAYS (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.

YOU ACKNOWLEDGE AND AGREE THAT IF YOU, OR A THIRD PARTY ON YOUR BEHALF, HAVE NOT PAID SPROUT ANY AMOUNTS IN THE ONE HUNDRED AND EIGHTY DAYS (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH SPROUT IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS IN SECTIONS 4.1 AND 4.2 MAY NOT APPLY TO YOU.

5. GENERAL PROVISIONS

5.1. Severability

You and Sprout agree that if any portion of these Terms of Service or of the Sprout Privacy Policy is found illegal or unenforceable in any jurisdiction, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of these Terms of Service or the Privacy Policy, which shall continue to be in full force and effect.

5.2. Law and Forum for Legal Disputes

Any dispute arising out of or related to these Terms of Service or the Service shall be governed in all respects by the laws of the Province of Ontario, Canada, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Sprout must be resolved exclusively by a court located in the City of Toronto, Ontario, Canada, except as otherwise agreed by the parties . You agree to submit to the jurisdiction of the courts located in the City of Toronto, Ontario, Canada for the purpose of litigating all such claims or disputes.

5.3. Assignment

Sprout may assign these Terms of Service and/or the Sprout Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign any rights or obligations under these Terms of Service or Privacy Policy without Sprout’s prior written consent, and any unauthorized assignment by you is ineffective. These Terms of Service will inure to the benefit of Sprout’s successors and assigns.

5.4. Supplemental Policies

Sprout may publish additional policies related to specific services such as forums, contests or loyalty programs. Your right to use such services is subject to those specific policies and these Terms of Service.

5.5. Entire Agreement

These Terms of Service, any other applicable Sprout policies and any documents expressly incorporated by reference herein (including the Sprout Privacy Policy), contain the entire understanding of you and Sprout with respect to the Service, and supersede all prior understandings of the parties hereto relating to the Service, whether electronic, oral or written, or whether established by custom, practice, policy or precedent, between you and Us with respect to the Service. Any headings or titles herein are for convenience only.

5.6. No Waiver

The failure of Sprout to require or enforce strict performance by you of any provision of these Terms of Service or the Sprout Privacy Policy or failure to exercise any right under them shall not be construed as a waiver or relinquishment of Sprout's right to assert or rely upon any such provision or right in that or any other instance.

The express waiver by Sprout of any provision, condition, or requirement of these Terms of Service or the Sprout Privacy Policy shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

Except as expressly and specifically set forth in these Terms of Service, no representations, statements, consents, waivers, or other acts or omissions by Sprout shall be deemed a modification of these Terms of Service nor legally binding, unless documented in writing and signed by You and a duly appointed officer of Sprout.

5.7. Notices

We may provide notices to You with respect to the Service and these Terms of Service via postings on your company Sprout deployment site (i.e. https//www.companyname.sproutatwork.com), and via e-mail or any other communications means sent to the contact information you provide to us. You acknowledge and agree that copies of such notices may also be given to your company or third party paying for the Service on your behalf in accordance with the notice provisions of the agreement between Sprout and such party. All notices given by you or required from you under these Terms of Service or the Sprout Privacy Policy shall be in writing and addressed to: 366 Adelaide Street West, Suite 301, Toronto, Ontario, M5V 1R9, Canada or to such other address as Sprout may notify you in writing.

5.8. Equitable Remedies

You acknowledge that the rights granted and obligations made under these Terms of Service to Sprout are of a unique and irreplaceable nature, the loss of which may irreparably harm Sprout and which cannot be replaced by monetary damages alone so that Sprout shall be entitled to seek injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.

5.9. Force Majeure

Sprout shall not be liable for any delay or failure to perform resulting from causes or circumstances outside the reasonable control of Sprout, including without limitation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, denial of service attacks, power failures, Internet service provider failure or delay, or shortages or unavailability of transportation facilities, fuel, energy, telecommunications, labor or materials.

5.10. Customer Service and Technical Support

Customer service and technical support is available via email, in French and English, at support@sproutatwork.com in accordance with Sprout’s support terms and conditions in effect from time to time.

5.11. Distribution of Third Party Content

Sprout is a distributor (and not a publisher) of content supplied by third parties and users. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers and users, are those of the respective author(s) or distributor(s) and not of Sprout. Sprout does not guarantee the accuracy, reliability, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose.

5.12 Links to Third Party Websites

For your convenience, Sprout may provide links to various third party websites that may be of interest to you. However, Sprout does not control or endorse such websites and is not responsible for their content nor is Sprout responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites. Please read the terms and conditions of use and privacy policies of any third party website you may link to from the Service. If you decide to access any third party site linked to the Service, you do so at your own risk. Sprout reserves the right to terminate any such link at any time. Sprout disclaims all warranties, express and implied, including as to the accuracy, reliability, validity and legality of any materials or information contained on such third party websites.

5.13 Language.

The parties have required that these Terms of Service and all related documents be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.