SPROUT COLLECTION LTD. Terms of Service
April 1, 2018.
The following Terms of Service (“Terms”) between you (“you” or “your”) and Sprout Collection Ltd. (“we,” “our,” “us,” or “Sprout Collection”) describes the terms and conditions on which you may access and use the SPROUT COLLECTION website located at sproutcollection.com (the “Site”), the mobile app (the “App”), if any, and related services including SPROUT COLLECTION’s product rental and sale services (together with the Site, the App, and the SPROUT COLLECTION Content, as defined below, the “Services”). These Terms also apply to in-store rentals and sales, which are part of the Services. By accessing or using any of the Services, you acknowledge that you have read, understood and agreed to be bound by these Terms.
PLEASE READ THESE TERMS CAREFULLY. THESE TERMS MAY HAVE CHANGED SINCE YOU LAST ACCESSED OR USED THE SERVICES. BY CLICKING “I AGREE” OR OTHERWISE ACCESSING OR USING ANY PART OF THE SERVICES, YOU AGREE TO THESE TERMS.
Notice of Agreement to Arbitrate and Class Action Waiver
By accepting these Terms, you are agreeing to the arbitration agreement and class action waiver contained in Section 8 of these Terms below.
1. ABOUT THE SERVICES
Through the Services, we aim to give you access to beautiful designer clothing, stylist advice and other content to help you decide which items are perfect for you.
B. Mobile Charges
To the extent you access the Services through a mobile or wireless device, your carrier’s standard charges, data rates and other fees may apply.
Children under the age of 13 may not use the Services and parents or legal guardians may not agree to these Terms on their behalf. Children under 18 years of age but at least 13 years of age may use the Site and App under the supervision of parents or legal guardians who agree to be bound by these Terms on their behalf, but such children may not rent or purchase any clothing or accessories (“Products”) via the Services. If you are a parent or legal guardian agreeing to these Terms for the benefit of a child between the ages of 13 and 18, you are fully responsible for his or her use of the Services and the rental or purchase of any Products, including all legal liability he or she may incur.
D. Modification of the Services or the Terms
SPROUT COLLECTION may modify these Terms or modify, suspend, or discontinue the Services at any time for any reason. However, SPROUT COLLECTION will use commercially reasonable efforts to notify you of material changes to these Terms by posting a notice on the Site and/or sending an email to the email address you provided to SPROUT COLLECTION upon registration.
A. General Conditions
The Services include the rental and, if any, sale of Products. This Section 2(A) sets out general terms and conditions that apply to your rental or purchase of any Product.
18 YEARS OR OLDER. Products may be used by individuals under 18 years of age, but we rent and sell only to adults, who may rent or purchase the Products with a payment card or other approved payment method. By agreeing to these Terms, you represent that you are 18 years or older and that you are authorized to use the chosen payment method (including, without limitation, credit cards) for the purpose of renting or purchasing the Products as described in these Terms.
LIMITS. You acknowledge and agree that we may place limits on the rental or purchase of Products, including but not limited to restricting orders placed under a single customer account, payment card or billing or shipping address. We reserve the right to limit, cancel or prohibit any rentals or sales of Products for any reason in our sole discretion, including but not limited to availability and geographic concerns.
DELIVERY. All deliveries will be through SPROUT COLLECTION’s shipping partners, which may change from time to time at SPROUT COLLECTION’s discretion. The shipping method used will be at the sole discretion of SPROUT COLLECTION.
COLLECTIONS. If you do not pay the amounts you owe to SPROUT COLLECTION when due, then SPROUT COLLECTION will need to institute collection procedures. You agree to pay SPROUT COLLECTION’s costs of collection, including without limitation reasonable attorneys’ fees.
COMMUNICATIONS. You consent to receive communications from us, including email, text messages, calls, and push notifications, including for the purposes of notifying you about the status of your order, sending you reminders, facilitating secondary authentication, and providing other information. We may contact you by telephone calls or text messages, including by an automatic telephone dialing system, at any of the telephone numbers provided by you. Standard message and data rates charged by your mobile carrier may apply to the text messages we send you. You may opt out of receiving communications by following the unsubscribe procedures we provide to you. In the case of text messages, you may opt out by replying to a text message you receive from us or by emailing email@example.com. You acknowledge that opting out of receiving communications may impact your use of the Services.
The following general conditions apply to the return of any Product.
RETURN PACKAGING. With delivery of the Product, SPROUT COLLECTION will provide you with a pre-paid, pre-addressed SPROUT COLLECTION box packaging, mailing envelope or such other packaging (“Sprout Packaging”) at its discretion as well as instructions for your use in returning the Products to SPROUT COLLECTION (“Return Packaging”). The Sprout Packaging is not yours to keep. If the Return Packaging is not returned you will be charged a $50 fee or such other amount as Sprout Collection may determine, in its sole discretion (details below under “Lost Return Label or Return Packaging”).
RECEIPT OF THE PRODUCTS. Upon delivery, you bear responsibility for the Product(s). You agree to bear responsibility for receipt of Products shipped to the location specified at time of check out. You acknowledge that a Secure Shipping Address is highly recommended. A Secure Shipping Address means a location where an individual can physically receive Product(s). In the event that an un-secure shipping address is provided, SPROUT COLLECTION does not bear liability for Products left unattended. Furthermore, you acknowledge that providing anything other than a Secure Shipping Address may result in delivery delays and additional delivery fees for which SPROUT COLLECTION will not be liable. You will be liable for all such delays and additional delivery fees.
USE OF THE PRODUCTS. You agree to treat the Products with great care, as if it was borrowed from your close friend. You are responsible for loss, destruction or damage to the Products due to theft, mysterious disappearance, fire, major stains or any other cause, other than normal wear and tear. Normal wear and tear encompasses minor stains that can be removed by regular cleaning, minor rips that can be easily repaired, missing beads, stuck zippers or other minor damage as determined solely by Sprout Collection with your rental of the applicable Product. If you return a Product that is damaged beyond normal wear and tear, then you agree that we shall charge you, and you shall pay, the price of repairing or replacing the Product, as determined in our sole discretion, up to 200% of the Retail Value for the Product.
LOST RETURN LABEL or RETURN PACKAGING. If you lose the return shipping label or the Return Packaging, you will be responsible for returning the item at your own expense by the expected return date, and providing SPROUT COLLECTION with a tracking number.
RETURN OF THE PRODUCTS; EXTENSIONS. You agree to return the Products to SPROUT COLLECTION in the Return Packaging on or before the return date for the Products that is identified in the invoice for your order. You must return the Product by delivering the Product in the Return Packaging to a Canada Post store (or such other shipping store designated by SPROUT COLLECTION) located in Canada by 12 p.m. EST on or before the date that the Product is due for return. We are not responsible for any personal or other items left in the Products or which are returned to SPROUT COLLECTION in the Return Packaging. If you believe you have accidentally or otherwise sent us any such items, please contact customer service as soon as possible at firstname.lastname@example.org. Our staff may assist in attempting to locate such items at a customer’s request, but are not obligated to and assume no liability for doing so.
LATE FEES. If you return the Products late or not at all, a late fee of fifty dollars ($50.00) will be charged to the payment card you used to pay the Rental Fee or to any other payment card included in your account information that you have provided to SPROUT COLLECTION for every day that you are late returning the Products, and you agree to pay such late fees, up to an amount not to exceed 200% of the Retail Value of each Product plus applicable sales tax (plus the subscription fee as set out in Section 3 below). The late fee is payable for each order of Products that is not returned when due, not for each Product that is the subject of the order that is late. If you have not returned a Product within ten (10) days after the return date for the Product, your late return will be considered a non-return and SPROUT COLLECTION will charge your payment card the maximum late fee set forth in this Section 2(B), less any late fees that you have already paid, plus applicable sales tax.
PAYMENT OF 200% RENTAL VALUE SPROUT COLLECTION will not charge you for more than an amount equal to 200% of the Retail Value plus the rental fee, in the aggregate, for any charges arising under this Section 2(B), excluding collection costs. If you pay SPROUT COLLECTION an amount equal to 200% of the Retail Value of the Product(s) under this Section 2(B) and you still possess the Product(s), the Product(s) is yours to keep, though on an “AS IS” basis without warranty of any kind. For the avoidance of doubt, the limitations of this clause shall not apply to the Rental Fee, which is charged separately from, and in addition to, any other charges payable by you pursuant to this Section 2(B).
LIMITED WARRANTIES. The following are the limited warranties SPROUT COLLECTION provides in connection with Product. SPROUT COLLECTION’s liability to you for failure to comply with any of these warranties is limited to timely delivery of Product conforming to the warranties. See Section 7(A) below.
The following additional conditions apply to the sale of any Product.
PRODUCTS ARE USED; ALL SALES ARE FINAL AND “AS IS.” You acknowledge and agree that only those Products designated by us on the Site or App as available for purchase are eligible for purchase by you. EXCEPT FOR INTIMATES, SHAPEWEAR AND BEAUTY PRODUCTS, THE PRODUCTS FOR SALE HAVE BEEN PREVIOUSLY RENTED BY OTHER CUSTOMERS AND ARE NOT NEW. SPROUT COLLECTION will professionally clean and inspect the Products before they are delivered to you. However, all Products are sold on an “as is” basis, without any warranty whatsoever, and all Product sales are final.
PURCHASE PRICE. The purchase price (“Purchase Price”) for the Products will be the purchase fee and delivery charges listed on the Site or App in connection with your purchase of the Products. Purchase Price is as listed on the SPROUT COLLECTION website at the time of purchase, and is subject to change. SPROUT COLLECTION reserves the right to alter Purchase Price, discount, or availability of any particular item at its discretion and without notice. Upon your purchase order for a Product, you hereby authorize SPROUT COLLECTION to charge your payment card for the Purchase Price. We will charge your payment card the amount of the Purchase Price immediately upon your purchase order. Purchase Prices exclude all federal, provincial and local taxes, GST, HST, fees, customs, duties, levies and other governmental assessments, all of which shall be paid by you directly or, if paid by SPROUT COLLECTION, shall be paid by you to SPROUT COLLECTION in connection with your purchase order. Purchase orders are final and cannot be cancelled.
D. Gift Cards
I. GENERAL CONDITIONS
The following additional terms and conditions apply to the sale, use and redemption of SPROUT COLLECTION physical gift cards and electronic-only “digital” gift cards and gift credits (collectively, “Gift Cards”). Purchase and use of a Gift Card constitutes acceptance of these terms. In addition to the terms in this Section the purchase, use and redemption of Gift Cards is considered part of the Services subject to these Terms generally.
II. REDEMPTION AND USE.
Gift Cards may be purchased online or through participating SPROUT COLLECTION retail locations (if any). Gift Cards are redeemable only for eligible services and merchandise through sproutcollection.com or Sprout Collection (SPROUT COLLECTION) retail locations.
Limits may apply to Gift Card redemption and use. A Gift Card cannot be used to purchase other Gift Cards. When a Gift Card is redeemed, the value of the rental or purchase plus any shipping/handling fees and sales tax will be deducted from the currently available Gift Card balance.
III. ADDITIONAL TERMS FOR DIGITAL GIFT CARDS.
Digital gift cards are only issued electronically; no physical card will be provided. The digital gift card number will be delivered to the recipient’s email address that purchaser provides at time of purchase of the digital gift card. Purchaser is responsible for providing an accurate and deliverable recipient email address. Recipient will usually receive a digital gift card via email within 24 hours, or on the delivery date the purchaser chooses. Digital gift cards may be redeemed by providing the digital card number at the time of checkout online or at a SPROUT COLLECTION retail location.
IV. EXPIRATION AND FEES.
The Gift Cards do not expire, and are not subject to any fees. Gift Cards are not redeemable or exchangeable for cash (except as required by law). Gift Cards cannot be reloaded and are not refundable. Gift Cards cannot be transferred for value.
V. LOST, STOLEN, OR DAMAGED CARDS; UNAUTHORIZED USE.
You should treat your Gift Card like cash and protect it accordingly. Title to and risk of loss for Gift Cards passes to the purchaser upon sale. SPROUT COLLECTION reserves the right to refuse to accept Gift Cards that SPROUT COLLECTION believes were fraudulently obtained.
SPROUT COLLECTION is not responsible if a Gift Card is lost, stolen, destroyed, damaged, or used without permission. Gift Cards will be replaced if lost, stolen or damaged only with proof of purchase and only for the value shown on SPROUT COLLECTION’s records. SPROUT COLLECTION is not responsible if your Gift Card is used without your permission.
VI. LIMITATION OF LIABILITY.
IN ADDITION TO THE LIMITATIONS OF LIABILITY STATED IN SECTION 7(C), IN THE EVENT THAT SPROUT COLLECTION IS FOUND LIABLE TO YOU FOR A CLAIM ARISING FROM A GIFT CARD, YOUR SOLE REMEDY WILL BE TO RECOVER ACTUAL AND DIRECT DAMAGES WHICH SHALL NOT EXCEED THE LAST BALANCE HELD ON YOUR GIFT CARD.
VII. CUSTOMER SERVICE; CHECK BALANCE.
For assistance or to check Gift Card balance, email email@example.com.
3. SPECIAL TRIAL PROGRAMS (SUBSCRIPTION PLANS)
A. General Conditions
SPROUT COLLECTION provides certain trial programs, as described under this Section 3. This Section 3(A) sets out terms and conditions that apply to your participation in any of these programs. Section 3(B) sets out additional terms and conditions for the trial program.
CHANGES TO PROGRAMS. SPROUT COLLECTION reserves the right to add, remove or modify trial program benefits at any time, but we will use reasonable efforts to notify you of any material changes. In the event of any such material change, you may cancel your subscription immediately upon notice to us, and we will give you a prorated refund for the remainder of your current subscription period. Any increases in fees that we introduce will apply to subsequent subscription renewal periods. YOUR CONTINUED PROGRAM SUBSCRIPTION AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES.
FAILURE TO PAY FEES. We reserve the right to pursue any amounts you fail to pay in connection with any trial program in accordance with these Terms.
TERMINATION. We may terminate any of the trial programs, or your membership in any of these programs, at any time. If we do so, we will give you a prorated refund for the remainder of your current subscription period. However, we will not give any refund for termination related to conduct that, in our discretion, violates any terms or conditions set out in these Terms or any applicable law.
B. SPROUT COLLECTION Monthly Subscription Program.
The following additional terms and conditions apply if you subscribe to our SPROUT COLLECTION Monthly Subscription program (“SPROUT COLLECTION Subscription Program”).
SPROUT COLLECTION SUBSCRIPTION PROGRAM. If you subscribe to the Sprout Collection Subscription Program, you will be entitled to rent up to four (4) Products from a curated edit of everyday clothing and such other Products designated on the Site (such Products, the “Sprout Collection Subscription Products”), as more fully described on the Site. Exceptions from the Sprout Collection Subscription Program are determined by us in our sole discretion. They include, but are not limited to, items on our site that may be limited by availability or geographic concerns. You will be notified by email, on the Site, and/or in the App, if you have downloaded the App and have opted to receive App notifications, when you are eligible to choose four Sprout Collection Subscription Products for your first shipment (each such shipment, a “Shipment”). Subject to your compliance with these Terms (including payment of fees) and our right to terminate Sprout Collection Subscription, you may keep the four Sprout Collection Subscription Products in a Shipment until your next billing date (such period, a “Shipment Period”). Sprout Collection Subscription Products in a given Shipment cannot be exchanged during the Shipment Period unless an Sprout Collection Subscription Product does not fit you, and only as follows: to exchange one or more of your Sprout Collection Subscription Products in a given Shipment, contact Sprout Collection within 24 hours of the date your Shipment is delivered to arrange a fit replacement (“Fit Replacement”). Fit Replacements for Sprout Collection Subscription Products in a given Shipment will not be allowed more than 24 hours after your Shipment is delivered. After contacting us, return to SPROUT COLLECTION the Sprout Collection Subscription Products you are replacing in the Return Packaging using the pre-paid return label via Canada Post (or such other shipping partner as designated by Sprout Collection) or as otherwise directed by Sprout Collection, and select new Sprout Collection Subscription Products as directed by Sprout Collection, and/or on the Site or in the App. SPROUT COLLECTION will charge you a $25.00 fee for Fit Replacements. Any Sprout Collection Subscription Products that you receive pursuant to a Fit Replacement must be returned at the end of your original Shipment Period. Because Sprout Collection Subscription Program is a beta program, membership is limited and may not always be available. If you do not choose four Sprout Collection Subscription Products for your first Shipment within 7 days of signing-up or being notified that you are eligible to do so, SPROUT COLLECTION may cancel your Sprout Collection Subscription membership and refund your membership fee in order to allow others to join Sprout Collection Subscription . If you do not choose four Sprout Collection Subscription Products for any subsequent Shipment within 7 days of being notified that you are eligible to do so, SPROUT COLLECTION may at its sole discretion take reasonable action including one of the following: allowing your subscription to run without sending any Sprout Collection Subscription Products to you, cancel your Sprout Collection Subscription Program membership and refund your Sprout Collection Subscription Program membership fee for that Shipment Period, pause your Sprout Collection Subscription Program membership until you notify us that you would like to resume, or choose four Sprout Collection Subscription Program Products for you on your behalf.
SUBSCRIPTION FEES. If you subscribe to Sprout Collection Subscription Program, SPROUT COLLECTION will charge you a monthly subscription fee that will automatically renew every 30 days commencing on the first day of sign-up (your “Billing Date”), and you will be billed on your Billing Date at the then-current fee to your payment method on file. Once you have been billed, you will be eligible to choose four Sprout Collection Subscription Products for your next Shipment. The current Sprout Collection Subscription Program subscription fee is
- $139 per month for a month to month, cancel anytime subscription plan (the “Month to Month Plan”);
- $119 per month for a 3 month locked in subscription plan; and
- $99 per month for a 6 month locked in subscription plan
but is subject to change at our discretion, and any such change will be effective for any subsequent renewal subscription period. You hereby authorize SPROUT COLLECTION or our third party payment processor to charge your payment card for the applicable Sprout Collection Subscription Program subscription fee on a recurring pre-pay basis until you cancel or until the expiry of your plan (as the case may be). The subscription fee includes shipping, dry cleaning, and costs associated with repairing minor mishaps but not significant damage, loss or theft of the Sprout Collection Subscription Products. Sprout Collection Subscription Program subscription fees are non-refundable except as expressly set forth in this Section 3(B). Taxes may apply to Sprout Collection Subscription Program subscription fees.
Upon cancellation or expiration of the subscription, an additional charge of one month’s fee will be charged to you which will only be lifted or refunded once all items currently rented by you are returned to us undamaged. Any items returned late or damaged will incur penalty charges as per these terms and conditions.
PAUSE OR CANCELLATION OF YOUR MEMBERSHIP. You may cancel your membership at any time prior to your Billing Date. To cancel your recurring membership, contact customer service at firstname.lastname@example.org. After cancelling your membership, you must return or purchase your Sprout Collection Subscription Products at the end of your then-current Shipment Period to avoid additional fees, as set forth below in “Returns; Late Fees.” If you are subscribed to a plan other than a Month to Month Plan, we will charge your payment card the lesser of (i) $200 cancellation fee, and (ii) the balance of the applicable Sprout Collection Subscription Program subscription fee calculated as of the date of cancellation. For greater certainty, no refund or pro-rated refund will be provided in the event of cancellation of a subscription plan. The minimum subscription term for the Month to Month Plan is 1 month, with no pro-rated refund for unused periods of any month.
Upon cancellation or expiration of the subscription, an additional charge of one month’s fee will be charged to you which will only be lifted or refunded once all items currently rented by you are returned to us undamaged. Any items returned late or damaged will incur penalty charges as per these terms and conditions.
DELIVERY. All deliveries will be through SPROUT COLLECTION’s shipping partners, which may change from time to time at our discretion. We will provide you with information about estimated delivery and arrival times of Sprout Collection Subscription Products through the Site, email or App. We will use reasonable efforts to send you new Sprout Collection Subscription Products promptly after you submit your choices for each new Shipment Period, but you acknowledge that as a result of processing and delivery, there may be a delay between your return of a Shipment and receipt of a new Shipment through Sprout Collection Subscription Program. The Sprout Collection Subscription Products we send to you will be professionally cleaned and delivered ready to wear. We professionally clean, sterilize and inspect each Product we send to you, but use of the Sprout Collection Subscription Products is at your own risk and SPROUT COLLECTION shall not be held liable for any complaints associated with any Sprout Collection Subscription Product.
RETURNS; LATE FEES. With each Shipment we send you, we will include one Return Packaging, which you must use to return all of the Sprout Collection Subscription Program Products at the end of the applicable Shipment Period, with the exception of any Sprout Collection Subscription Products that you choose to purchase, and that are available to be purchased, through the Site or the App. If you fail to send SPROUT COLLECTION your items at the end of the applicable Shipment Period, SPROUT COLLECTION reserves the right to charge a late fee of $50 per order, per day, up to a maximum of 200% of the Retail Value of each of the Sprout Collection Subscription Products, plus applicable sales tax (plus the subscription fee). If SPROUT COLLECTION still has not received your Sprout Collection Subscription Products within 10 days of the end of the applicable Shipment Period, SPROUT COLLECTION reserves the right to charge you the maximum late fee as set forth in this paragraph, less any late fees that you have already paid, plus applicable sales tax.
DAMAGES. You agree to treat the Sprout Collection Subscription Products with great care, as if it was borrowed from your close friend. You are responsible for loss, destruction or damage to the Sprout Collection Subscription Products due to theft, mysterious disappearance, fire, major stains, rips or any other cause, other than normal wear and tear. Normal wear and tear encompasses minor stains that can be removed by regular cleaning, minor rips that can be easily repaired, missing beads, stuck zippers or other minor damage as determined solely by Sprout Collection with your rental of the applicable Sprout Collection Subscription Product. If you return a Sprout Collection Subscription Products that is damaged beyond normal wear and tear, then you agree that we shall charge you, and you shall pay, the price of repairing or replacing the Product, as determined in our sole discretion, up to 200% of the Retail Value for the Product.
PAYMENT OF 200% RENTAL VALUE. SPROUT COLLECTION will not charge you for more than an amount equal to 200% of the Retail Value of each of the Sprout Collection Subscription Products plus the subscription fee, in the aggregate, for any charges arising under this Section 3(B), excluding collection costs. If you pay SPROUT COLLECTION an amount equal to 200% of the Retail Value of the Sprout Collection Subscription Product(s) under this Section 3(B) and you still possess the Sprout Collection Subscription Product(s), the Sprout Collection Subscription Product(s) is yours to keep, though on an “AS IS” basis without warranty of any kind. For the avoidance of doubt, the limitations of this clause shall not apply to the subscription fee, which is charged separately from, and in addition to, any other charges payable by you pursuant to this Section 3(B).
ADDITIONAL OBLIGATIONS. Without limiting the application of the rest of these Terms, all of your obligations set out under Sections 2(A) and (B), including but not limited to the obligations relating to receipt and care of Products, apply to your participation in , except to the extent they conflict with this Section 3. Except as expressly stated in this Section 3(B), none of the limited warranties set out under Section 2(B) apply to SPROUT COLLECTION Sprout Collection Subscription Products.
CHANGES TO AND TERMINATION OF SPROUT COLLECTION SUBSCRIPTION . As Sprout Collection Subscription Program is a beta program, we reserve the right to modify Sprout Collection Subscription (including the subscription fee) or terminate Sprout Collection Subscription Program or your Sprout Collection Subscription Program subscription at our sole discretion without prior notice. If we terminate your Sprout Collection Subscription Program subscription, we will provide you with, as determined in our sole discretion, either (a) a prorated refund for the remainder of your current applicable subscription, or (b) continued access to Sprout Collection Subscription Program for the remainder of that applicable period, in accordance with these Terms. However, we will not give any refund for termination related to conduct that, in our discretion, violates these Terms or any applicable law.
4. USE OF THE SERVICES
A. SPROUT COLLECTION Content
CONTENT PROVIDED “AS IS.” All content and information available through the Services, including but not limited to product descriptions and specifications, product photos, advice from stylists and photos and comments from other users (“SPROUT COLLECTION Content”) is available to you on an “as is” basis and is to be used for general information purposes only. Such information is provided on a blind-basis, without any knowledge as to your identity or specific circumstances. The SPROUT COLLECTION Content is provided with the understanding that such information does not constitute professional advice or services. As such, you agree not to rely upon or use any SPROUT COLLECTION Content as a substitute for consultation with professional advisors. As used in these Terms, the Services include the SPROUT COLLECTION Content.
UPDATES We may update the SPROUT COLLECTION Content, including Product descriptions and specifications, as we deem appropriate and without notice to you. If you have any questions about the existence of more current information, please send those questions to email@example.com. We take your questions and requests for information seriously, and we will use reasonable efforts to respond in a timely manner. However, we cannot guarantee a prompt response in all cases.
B. Third Party Content
LINKS TO THIRD-PARTY WEBSITES. The Services may contain links or references to non-SPROUT COLLECTION websites, products, services or other materials or content (“Third Party Content”). This Third Party Content is provided to you as a convenience, and SPROUT COLLECTION is not responsible for any Third Party Content or the actions of those that provide or use such Third Party Content. Any Third Party Content is independent from SPROUT COLLECTION, and SPROUT COLLECTION has no control over the Third Party Content. In addition, a link to any Third Party Content does not imply that SPROUT COLLECTION endorses, approves of or accepts any responsibility for the Third Party Content or its provider, or vice versa.
C. Acceptable Use Policy
USE OF SPROUT COLLECTION CONTENT. No part of the Services, including the SPROUT COLLECTION Content, may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording, except that SPROUT COLLECTION authorizes you to view, copy, download, and print SPROUT COLLECTION Content (such as press releases and FAQs) that is available on the Site, provided that: (a) you use the SPROUT COLLECTION Content solely for your personal, non-commercial, informational purposes; (b) you do not modify the SPROUT COLLECTION Content; and (c) you do not remove any copyright, trademark, and other proprietary notices on the SPROUT COLLECTION Content.
USE OF THE SERVICES. You may not use the Services to: (i) transmit any content, information or other materials that are, or which SPROUT COLLECTION considers in its sole discretion to be, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, obscene, lewd, lascivious, violent, harassing or otherwise objectionable, including without limitation expressions of bigotry, prejudice, racism, hatred or profanity; (ii) sell or promote any products or services, including any controlled pharmaceutical substances, tobacco, fire arms, or alcoholic beverages; (iii) introduce viruses, worms, Trojan horses and/or harmful code; (iv) display material that exploits children under 18 years of age; (v) post any content, information or other materials that infringe, misappropriate or violate any intellectual property or other right of any third party; (vi) promote or solicit any business or promote, solicit or participate in multi-level marketing or pyramid schemes; impersonate any other person, including but not limited to, a SPROUT COLLECTION representative; (vii) post, collect or disclose any personally identifying information (including account names) or private information about children or any third parties without their consent (or their parent’s consent in case of a child under 13 years of age); (viii) post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation, including without limitation solicitations of credit card numbers, solicitations for sponsors, or promotion of raffles or contests; or (ix) violate any applicable local, state, national or international laws or regulations.
You also agree that you will not (and will not attempt to or permit any third party to): reverse engineer, decompile, disassemble, translate, derive the source code for, interfere with, rent, sell or lease the Services, any part thereof or access thereto.
INDEMNIFICATION FOR BREACH. By using the Services, you agree to indemnify, hold harmless and defend SPROUT COLLECTION and its officers, directors, agents and affiliates from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys’ fees, resulting directly or indirectly from a claim by a third party that is based on your use of the Services in violation of these Terms.
D. Your Content
If you post, upload or make available to SPROUT COLLECTION or the Services, or otherwise submit to or through SPROUT COLLECTION as part of your use of the Services, including the Site or App, any information, data, text, images, files, links, software, chat, communication or other materials, including but not limited to photos and reviews relating to your use of the Products (“Your Content”), you hereby grant to SPROUT COLLECTION a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferable (in whole or part) worldwide license to use, reproduce, transmit, display, exhibit, distribute, index, comment on, modify, create derivative works based upon, perform and otherwise exploit Your Content and your name, image, voice, likeness and/or other biographical information or material in connection with Your Content, in whole or in part, in all media formats and distribution methods now known or hereafter devised (including on the Site and App, in email and other promotional campaigns and on third party sites promoting the Services) in connection with the Services, including but not limited to advertising, promoting, and marketing the Services, all without further notice to you, with or without attribution, without limitation as to frequency, and without the requirement of any permission from or payment to you or to any other person or entity. You waive any right to inspect or approve any of Your Content or any use of Your Content. By submitting Your Content, you represent and warrant that Your Content and your communication thereof conform to these Terms, including Section 4(C), and that you own or have the necessary rights, licenses, consents and permissions, without the need for any permission from or payment to any other person or entity, to exploit, and to authorize SPROUT COLLECTION to exploit, Your Content in all manners contemplated by these Terms. You waive all moral rights in Your Content which may be available to you in any part of the world and confirm that no such rights have been asserted. None of Your Content will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of any Your Content.
E. Your Account
Access to parts of the Services requires the creation of a user account, including a user name and password that you choose upon registration. You are solely responsible and liable for any authorized or unauthorized access to your account by any person. You agree to bear all responsibility for the confidentiality of your account information and all use or charges incurred from use of the Services with your account. You agree to notify SPROUT COLLECTION promptly of any unauthorized use of your account or password.
There may be delays, omissions, or inaccuracies in the Services, including the SPROUT COLLECTION Content. The Service may become unavailable due to maintenance or malfunction of computer equipment or other reasons.
G. Job Postings
SPROUT COLLECTION may list open employment positions on or through the Services. These postings are for informational purposes only and are subject to change without notice. You should not construe any information on or made available through the Services as an offer for employment or promotion or solicitation for employment not authorized by the laws and regulations of your locale.
5. INTELLECTUAL PROPERTY
A. Ownership of the Services
The Services, including the SPROUT COLLECTION Content, including all intellectual property rights in and to the Services and any changes, modifications or corrections thereto, are the property of SPROUT COLLECTION and its affiliates and licensors, and are protected from unauthorized copying and dissemination by Canada copyright law, trademark law, international conventions and other intellectual property laws. By way of example only, and not as a limitation, “Sprout Collection” and the SPROUT COLLECTION logo are trademarks of Sprout Collection Ltd., under the applicable laws of Cabada and/or other countries. Other SPROUT COLLECTION product or service names or logos appearing on or through the Services are either trademarks or registered trademarks of SPROUT COLLECTION and/or its affiliates. All other product names are trademarks or registered trademarks of their respective owners. SPROUT COLLECTION and its affiliates and licensors reserve all rights in and to the Services not granted expressly in these Terms.
Nothing shall be construed as granting to you, by implication, estoppel, or otherwise, any license or right to use the Services or any SPROUT COLLECTION Content, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with the prior written permission of SPROUT COLLECTION or such third party that may own such SPROUT COLLECTION Content.
B. Services License
Subject to your compliance with these Terms, SPROUT COLLECTION grants to you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial purposes.
C. App License
Subject to the terms of these Terms, SPROUT COLLECTION grants to you a limited, non-transferable, non-exclusive, revocable license to download, install and use one copy of the App in object code form only on an interactive wireless device that you own or control.
ACKNOWLEDGMENT. The following applies to you only if you are using the App from the Apple App Store. To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and SPROUT COLLECTION, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You and SPROUT COLLECTION acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and SPROUT COLLECTION acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, SPROUT COLLECTION, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You must comply with applicable third party terms of agreement when using the App. You and SPROUT COLLECTION acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as they relate to your license of the App, and that, upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.
By sending us any feedback, ideas, suggestions, documents or proposals (“Feedback”), you grant to us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works of, publish, distribute, sublicense and otherwise exploit the Feedback, and you waive all moral rights in the Feedback which may be available to you in any part of the world and confirm that no such rights have been asserted. You represent and warrant that the Feedback does not contain any confidential or proprietary information of any third party, and that SPROUT COLLECTION may use your Feedback without restriction or obligation to you or any third party.
E. Notice and Take Down Procedures; Copyright Agent
If you believe any SPROUT COLLECTION Content infringes your copyright, you may request removal of those materials (or access thereto) by contacting SPROUT COLLECTION’s copyright agent (identified below) and providing the following information: identification of the copyrighted work that you believe to be infringed, including a description of the work, and where possible a copy or the location (e.g., URL) of an authorized version of the work; identification of the material that you believe to be infringing and its location, including a description of the material and its URL or any other pertinent information that will allow us to locate the material; your name, address, telephone number and e-mail address; a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law; a statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf; and a signature or the electronic equivalent from the copyright holder or authorized representative.
For copyright issues relating to the Services please contact us at firstname.lastname@example.org.
In an effort to protect the rights of copyright owners, SPROUT COLLECTION maintains a policy for the termination, in appropriate circumstances, of subscribers and account holders of the Services who are repeat infringers.
A. Termination By You
You may deactivate your account and discontinue your use of the Services at any time subject to section 6(C) below. In order to deactivate your account, please contact us at email@example.com. You understand that Your Content may continue to exist and be used on or through the Service even after such deactivation.
B. Termination By SPROUT COLLECTION
Any violation of these Terms, including any of the prohibitions in Section 4(C), may result in suspension or termination of your access to the Services and/or removal of Your Content. SPROUT COLLECTION may also terminate your account if SPROUT COLLECTION determines that your conduct poses a risk or liability to SPROUT COLLECTION, or for any other reason as determined by SPROUT COLLECTION in its sole discretion.
C. Effects of Termination
In each of these cases, the Terms will terminate, including your license to use the Services, except that the following sections shall continue to apply: 2(A) (Collections), 2(B) (Rental Fee, Late Fees, Lost Return Packaging), 2(C), 3(A) (Failure to Pay Fees), 4(A)-(D), 5(A), 5(C) (Acknowledgment), 5(D), 6(C), and 7-9, including the mandatory arbitration and class-action waiver provisions.
7. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
A. Limited Warranties
The limited warranties set out in Section 2(B) apply only to you and may not be assigned, sold or transferred to any third party. No other warranties are granted by SPROUT COLLECTION in connection with the Services or Products. The limited warranties shall not apply to any matters arising from your violation of these Terms.
Your sole and exclusive remedy and SPROUT COLLECTION’s sole and exclusive liability for a breach by SPROUT COLLECTION of the limited warranties set out in Section 2(B) shall be, at SPROUT COLLECTION’s option, SPROUT COLLECTION’s use of its commercially reasonable efforts to replace the non-conforming Product in a timely manner or a refund of your Rental Fee, as applicable (excluding insurance and delivery charges).
B. Disclaimer of Warranties
EXCEPT FOR THE LIMITED WARRANTIES SET OUT IN SECTION 2(B), THE SERVICES AND PRODUCTS, INCLUDING ALL TRIAL PROGRAMS, ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR USE. SPECIFICALLY, BUT WITHOUT LIMITATION, SPROUT COLLECTION DOES NOT WARRANT THAT: (I) THE SERVICES, INCLUDING THE SPROUT COLLECTION CONTENT, ARE CORRECT, ACCURATE, RELIABLE OR COMPLETE; (II) THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (III) DEFECTS WILL BE CORRECTED, (IV) THE SERVICES OR THE SERVER(S) THAT MAKES THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) THE PRODUCTS WILL BE FIT FOR YOUR INTENDED PURPOSE OR OTHERWISE ACCORD WITH YOUR EXPECTATIONS. THIS DISCLAIMER DOES NOT APPLY TO NEW JERSEY RESIDENTS OR TRANSACTIONS OR WHERE OTHERWISE PROHIBITED BY LAW.
C. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL SPROUT COLLECTION BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, MULTIPLE OR OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE SERVICES AND/OR THE PRODUCTS, EVEN IF SPROUT COLLECTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE AS SET FORTH UNDER SECTION 7(A) OR TO DISCONTINUE YOUR USE OF THE SERVICES AND TERMINATE THESE TERMS. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO NEW JERSEY RESIDENTS OR TRANSACTIONS OR WHERE OTHERWISE PROHIBITED BY LAW.
8. DISPUTE RESOLUTION, ARBITRATION AND CLASS ACTION WAIVER
This Section 8 includes an arbitration agreement and an agreement that all claims will be brought either in arbitration or in small claims court and, in either case, only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully.
A. Informal Process First
Both you and SPROUT COLLECTION agree that in the event of any dispute between us, you and SPROUT COLLECTION will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution.
B. Mandatory Arbitration of Disputes
All disputes between you and SPROUT COLLECTION will be resolved by BINDING ARBITRATION. YOU HEREBY AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a neutral arbitrator, NOT a judge or jury. You agree that any dispute arising out of or relating to this Agreement, including with respect to the interpretation of any provision of this Agreement or concerning the performance or obligations of SPROUT COLLECTION or you, shall be resolved by mandatory and binding arbitration pursuant to the Arbitration Act, 1991 (Ontario). However, this arbitration agreement does not (a) govern any claim by Sprout Collection for infringement of its intellectual property or access to the Services that (including the Site and App) that is unauthorized or exceeds authorization granted in these Terms or (b) bar you from making use of applicable small claims court procedures in appropriate cases.
Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolve by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the Arbitration Act, 1991 (Ontario) governs the interpretation and enforcement of this provision, and that you and Sprout are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive any termination of these Terms.
C. Class Action Waiver
The parties expressly waive any ability to maintain any class action in any forum. Any arbitration, claim or other proceedings by or between you and SPROUT COLLECTION shall be conducted on an individual basis and not in any class action, mass action, or on a consolidated or representative basis. You further agree that the arbitrator shall have no authority to award class-wide relief or to combine or aggregate similar claims or unrelated transactions. You acknowledge and agree that this agreement specifically prohibits you from commencing arbitration proceedings as a representative of others. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
JURISDICTIONAL ISSUES. SPROUT COLLECTION makes no representation that the Services are appropriate or available for use outside Canada. Those who choose to access the Services or any part thereof from outside Canada do so at their own risk and are responsible for compliance with applicable local laws. The Services may contain references or cross references to products or services that are not available or approved by the appropriate regulatory authorities in your country. Such references do not imply that SPROUT COLLECTION intends to announce or make available such products or services to the general public, or in your country. Contact SPROUT COLLECTION at firstname.lastname@example.org to determine which products and services may be available to you.
EXPORT LAWS. The laws of Canada prohibit the export of certain software and data to particular persons, territories, and foreign states. You agree not to export the Services, including the SPROUT COLLECTION Content, or any part thereof, in any way, in violation of Canada law.
GOVERNING LAW AND VENUE. These Terms are governed and interpreted pursuant to the laws of the province of Ontario, notwithstanding any principles of conflicts of law. Any disputes in connection with these Terms that, notwithstanding the mandatory arbitration provision we have agreed to above, results in court action, shall be resolved exclusively in Toronto, Ontario, and you specifically consent to the personal jurisdiction of such courts and waive any claim of forum non conveniens.
ENTIRE AGREEMENT. These Terms are the entire agreement between you and SPROUT COLLECTION relating to the subject matter herein and shall not be modified except by SPROUT COLLECTION in accordance with these Terms, or as otherwise agreed in writing by you and SPROUT COLLECTION. No employee, agent or other representative of SPROUT COLLECTION has any authority to bind SPROUT COLLECTION with respect to any statement, representation, warranty or other expression not specifically set forth in these Terms.
SEVERABILITY AND WAIVER. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. The preceding sentence does not apply to New Jersey residents or transactions. The failure of a party to require performance of any provision will not affect such party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
ASSIGNMENT. You may not assign or transfer these Terms or any of your rights or obligations under these Terms. SPROUT COLLECTION may assign these Terms at any time without notice to you.
FORCE MAJEURE. SPROUT COLLECTION will not be liable for, or be considered to be in breach of these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond SPROUT COLLECTION’s reasonable control.
CONTACT INFORMATION. Please send any questions or comments, or report violations of these Terms, to SPROUT COLLECTION at email@example.com or at any designated address of Sprout Collection Ltd.
10. Refer a Friend Program
The Sprout Collection Refer a Friend program is brought to you by Sprout Collection Ltd. Sprout Collection may, at any time, terminate, alter or modify the Refer a Friend program and/or these terms and conditions without any further obligations. We will provide written notice(s) via email or a notice will be posted on sproutcollection.com should we terminate, alter or modify the Sprout Collection Refer a Friend program and/or these terms and conditions. “Terms and conditions” shall refer to these terms and conditions, as they are modified by Sprout Collection in its sole and absolute discretion.
A. How to Participate in the Sprout Collection Refer a Friend Program
The Sprout Collection Refer a Friend program may be implemented at any time by Sprout Collection at its sole discretion and is open to all individuals who reside in Canada and are at least eighteen (18) years or older at the time of participation. No purchase is necessary to join or participate in the Sprout Collection Refer a Friend program. By joining and participating in the Sprout Collection Refer a Friend program, you represent that you agree to these terms and conditions.
B. Information for Referrals
Referrals must be a customer who has never made a monthly subscription purchase at Sprout Collection (including sproutcollection.com) to qualify as a Referral. Provided the Referral does not cancel his/her subscription within seven (7) days of purchase, the person providing the referral will receive a credit for a discount at sproutcollection.com for rentals, subscription plan fees and purchase, at the sole discretion of Sprout Collection.
C. General Terms
Sprout Collection Refer a Friend Credits and Discounts have no cash value and are non-transferable. Lost, stolen or destroyed Sprout Collection Refer a Friend Credits and Discounts Codes will not be replaced. Sprout Collection is not responsible for communication errors, including distribution of Sprout Collection Refer a Friend Credits and/or Discounts, due to a change of email address or other changes in contact information. Other restrictions or exclusions may apply.
In all matters relating to the administration of the Sprout Collection Refer a Friend program, the decisions of Sprout Collection shall be final. Sprout Collection reserves the right to cancel, amend or revoke any or all of this program, including, without limitation, the Sprout Collection Refer a Friend program, at any time due to reasonable business consideration or circumstances beyond its control or as required by applicable law. In addition, Sprout Collection reserves the right to cancel your Sprout Collection Refer a Friend Credit and/or offer code if you, in Sprout Collection’s sole discretion, violate any of these terms and conditions or any applicable law, earn the coupon or credit via deception, forgery, fraud, or commit any other abuse of the Sprout Collection Refer a Friend program.
D. How to Contact the Sprout Collection Refer a Friend Program
By email: firstname.lastname@example.org
By participating in the Sprout Collection Refer a Friend program, you to agree to receive advertising, marketing materials and other communications from Sprout Collection. You may opt out of receiving these emails by clicking on the opt out on the bottom of any of the emails and following the instructions.
F. Limitation of Liability
SPROUT COLLECTION SHALL NOT BE LIABLE FOR ANY CLAIMS, ACTIONS, INJURY, LOSS OR DAMAGE OF ANY KIND, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, RESULTING FROM THE SPROUT COLLECTION REFER A FRIEND PROGRAM. THIS LIMITATION OF LIABILITY IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; LOSS OR DAMAGE TO PROPERTY; AND CLAIMS OF THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT SPROUT COLLECTION HAS NOT MADE AND IS NOT IN ANY MANNER RESPONSIBLE OR LIABLE FOR ANY WARRANTY, REPRESENTATION, OR GUARANTEE, STATUTORY, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE), IN FACT OR IN LAW, RELATIVE TO THE SPROUT COLLECTION REFER A FRIEND PROGRAM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SPROUT COLLECTION DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO SPROUT COLLECTION.COM AND SPROUT COLLECTION SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS RELATED THERETO. THIS PARAGRAPH SHALL NOT APPLY TO NEW JERSEY RESIDENTS OR TRANSACTIONS OR WHERE OTHERWISE PROHIBITED BY LAW.
Advocates may be personally liable for civil and/or criminal penalties under applicable law.
G. Governing Law
Governing Law and Venue. The Sprout Collection Refer a Friend program will be governed and interpreted pursuant to the laws of the province of Ontario, Canada, notwithstanding any principles of conflicts of law. Any disputes in connection with these Terms that, notwithstanding the mandatory arbitration provision we have agreed to above, results in court action shall be resolved exclusively in Toronto, Ontario, and you specifically consent to the personal jurisdiction of such courts and waive any claim of forum non conveniens.
You and Sprout Collection agree that the Mandatory Arbitration and Class-Action Waiver provisions set forth in Paragraph 8 above apply to the Sprout Collection Refer a Friend program and are incorporated into this paragraph by reference as if fully set forth herein.
These terms and conditions are effective as of April 1, 2018.