PLATFORM TERMS AND CONDITIONS 

1. Sprouts Platform Terms
   1. These Platform Terms and Conditions (“Terms”) mandate the terms on which the user (“Licensee”) accesses and uses the Software (as defined later) and Services (as defined later) offered by Sprouts Inc. (“Licensor”). Licensor and Licensee may individually be referred to as “Party” and collectively as “Parties”. 
   2. These Terms are an electronic record in terms of the Information Technology Act, 2000 and rules made thereunder as applicable and are generated by a computer system and does not require any physical, electronic, or digital signatures.
   3. Please read these Terms carefully before using the Software and/or Services. By accessing our Service, the Licensee accepts these Terms and agree to be legally bound by the same. 
   4. The Licensor retains an unconditional right to modify or amend these Terms and notify the Licensee of the same. The Licensee can determine when these Terms were last modified by referring to the “Last Updated” legend above. It shall be the Licensee’s responsibility to check these Terms periodically for changes. The Licensee’s acceptance of the amended Terms shall signify its consent to such changes and Terms to be legally bound by the same. 

2. Definitions: 
   1. All terms and expressions when used with capitalized first letter shall have the meaning ascribed to them as hereunder:
      1. Confidential Information means (a) the Licensor Materials, Software and the Service, including, without limitation, all (i) computer software (both object and source codes) and related documentation or specifications; (ii) techniques, concepts, methods, processes and designs embodied in or relating to the Software or the Service; and (iii) all application program interfaces, system security and system architecture design relating to the Software or the Service; and (b) Licensor’s research and development, Software offerings, pricing and availability. In addition to the foregoing, Confidential Information may also include information which the disclosing party protects against unrestricted disclosure to others that (i) the disclosing party or its representatives designates as confidential at the time of disclosure; or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure; including, without limitation, information about or concerning any third party that is disclosed to the receiving party under these Terms.
      2. Control means the legal power or authority of a person or entity to direct the management, affairs, and policies of another entity, directly or indirectly, whether by way of the right to appoint the majority of the board of directors or partners of such other entity or by management agreement or otherwise, including by virtue of such person’s shareholding or management rights or shareholders’ agreements or voting agreements or in any other manner.
      3. Documentation means Licensor’s then-current technical and functional documentation for the Service which is made available to Licensee with the Service, including, but not limited to, user manuals, configuration workbooks or release notes, as applicable.
      4. License Fees means the fees payable by Licensee to Licensor, as described in the Order Forms.
      5. Licensor Materials means any materials produced/generated pursuant to these Terms, including in the course of providing the Service to Licensee or learned as a result of the Licensee’s use of the Service. Licensor Materials include any content, materials, data, or information that is generated by the Licensee using the Service and/or Software.
      6. Order Form means the ordering documentation entered into by the Parties (if any), containing the pricing and other specific terms and conditions applicable to the Service.
      7. Service means the Sprouts Go-To-Market demand generation platform including the software as a service provided by the Licensor pursuant to these Terms, including upgrades and updates thereto made generally available by Licensor.
      8. Software means the Sprouts Go-To-Market demand generation platform, including source code and application programming interfaces (API) therein and all algorithms, formulae, processes and concepts used in developing or incorporated into the Software, developed by or for the Licensor, and used by Licensor in the management, hosting or delivery of the Service to Licensee; (ii) any new releases, updates or upgrades applied thereof; and (iii) any complete or partial copies of any of the foregoing.
      9. User means each individual user of the Software delivered as part of the Service, including without limitation Licensee’s employees, agents or representatives and any other person accessing or using the Software and/or Service on behalf of the Licensee.

3. Grant of License
   1. Subject to Licensee’s compliance with these terms of these Terms, including without limitation timely payment of undisputed License Fees, Licensor hereby grants Licensee a limited, non-exclusive, revocable, non-transferable, sub-licensable license (only to the User) to use the Software for internal business purpose of Licensee, only in connection with its use of the Service and subject to these Terms. Licensee undertakes that access credentials issued to Licensee to access or utilize the Service cannot be shared or used by any person other than the Licensee or its Users. 
   2. The Licensee undertakes to ensure, and takes all necessary measures to ensure, that any access and use by Licensee’s Users is in compliance with provisions of these Terms. Licensee may permit its Users to access, and use the Software, provided that the Licensee shall be solely and entirely responsible for the acts and omissions of any User, as if they were the acts and omissions of Licensee and agrees to indemnify and hold Licensor harmless for any act or omission on the part of Licensee’s Users. 
   3. The Licensor reserves the right to change the method of access to the Software and/or Services at any time to ensure safety and security of its environment in the event of degradation or instability of the Licensor’s systems or in case of an emergency. 
   4. Licensor owns all right, title, and interest in any and all copyrights, trademark rights, patent rights and other intellectual property or other rights in Software, Service, Documentation, any Licensor Materials, and any application programming interfaces, improvements, design contributions or derivative works thereto. Nothing in these Terms shall operate to assign or transfer any intellectual property rights in the Software from the Licensor to the Licensee, under whatsoever circumstances. All rights not expressly granted to Licensee in these Terms are reserved by Licensor. 
   5. Licensor shall have the right under these Terms to block respective concerned Users from accessing the Service or Software in cases of (i) breach of usage of Software, as per these Terms and/or the Documentation, by the Users; or (ii) violation of applicable law by the Users. Notwithstanding anything to the contrary elsewhere contained in these Terms, Licensor may, in its reasonable determination and with prior written notice to the Licensee, suspend or temporarily deactivate Licensee’s access to the Service or a portion thereof, if and to the extent Licensor can substantiate that Licensee’s use has or continued use of the Service may result in harm to the Service (including the security of the systems used to provide the Service), the Licensor or other clients of Licensor, or the rights of third parties. 
   6. The Licensee shall be solely responsible for verifying and ascertaining the suitability of the Software for the use and acknowledges that the license to the Software is being granted to the Licensee on an “as is” basis, without any alterations, customizations, modifications, adaptations whatsoever. 

4. Representation and Warranties
   1. Each Party hereby represents and warrants that (a) It is a corporation, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) It has all requisite legal and corporate power to execute and perform its obligations under these Terms and each Order Form; and (c) It has taken all action required to make these Terms and each Order Form a legal, valid, and binding obligation, enforceable against such Party. 
   2. The Licensee hereby represents and warrants that it shall not use the Services to offer services that compete with the Licensor’s Services to third parties. 
   3. The Licensor hereby represents and warrants that it is authorized to provide the Service to the Licensee; and that the Services will substantially conform in all material respects to the Documentation. 
   4. The Licensor shall not be responsible for the Services to the extent: (i) the Service is not being used in accordance with these Terms and/or any Documentation; or (ii) any non-conformity is caused by third-party software, content or service being accessed through the Service, including other technology, software, solutions used by the Licensee with the Software. Licensee’s sole and exclusive remedy, and Licensor’s entire liability for breach of the warranty in this Clause, shall be correction of the warranted non-conformity. 
   5. Licensee shall provide Licensor with prompt written notice of any non-conformity described herein, within five (5) working days of Licensee’s discovery of such non-conformity. The Licensee acknowledges that Software and Service provided by Licensor is never wholly free from defects, errors, and bugs; and subject to the other provisions of these Terms, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors, and bugs. 
   6. The Licensor’s Software is SOC2 and GDPR compliant and the Licensor is committed to providing secure Software and Services to the Licensee, however, even after the Licensor’s best effort and like every other software, the Licensee acknowledges that Software might still contain certain vulnerabilities. Except as expressly provided in these Terms, the Licensor does not make any representation or warranties, express or implied, statutory, or otherwise, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose or results to be derived from the use of the Service, Software, Documentation. Licensee acknowledges and accepts that the Software or the Services may be unavailable for short periods due to any maintenance or service window, as notified in writing to Licensee in advance, in case of scheduled maintenance. 
   7. The Licensor disclaims all warranty and liability in the event that the Software or the Service is unavailable for use due to reasons beyond the Licensor’s control, such as mobile data connectivity, internet connectivity or compatibility with Licensee’s/third-party technology or software. The Licensor makes no representation or warranty in relation to the third-party software or materials. The Licensee agrees that the Licensor shall not be liable in any manner for any losses or damages sustained by the Licensee which is directly attributable to the Licensee’s use of any third-party software or materials. 

5. Fees, Invoicing, Payment and Taxes
   1. In lieu of the Licensor providing the Service to the Licensee, the Licensee shall pay to the Licensor, fees as more specifically provided in the Order Form (“License Fees”). 
   2. Each Party shall be responsible for any taxes, duties, or levies imposed on it by any authority, government, or government agency in connection with the Services. 
   3. Licensee shall be liable to pay any invoices raised by Licensor under this Terms within such period as provided in the Order Form (“Due Date”). Invoice shall be deemed to be accepted if Licensee fails to dispute any invoice in writing within five (5) days from date of receipt of the respective invoice. Licensee shall not have a right to withhold undisputed Fees under these Terms or set off any amount against License Fees owed for any reason whatsoever.
   4. In the event if the Licensee fails to make payment against invoices within the Due Date, the Licensor shall be entitled to charge (one percent) 1% p.m. on the total outstanding value of the relevant invoices, till the date such total outstanding amount is released by Licensee.
   5. The amount payable by the Licensee to the Licensor under this Terms, may be revised from time to time, upon mutual Terms between the Parties. All revisions to the License Fees, mutually agreed by the Parties, shall be effective immediately upon execution of an amendment to the respective Order Schedule.

6. Licensee Responsibilities and Obligations
   1. When using the Service or Software, Licensee shall not, and shall ensure that its Users do not: (a) copy, translate, disassemble, decompile, reverse-engineer or otherwise modify any parts of Licensor Materials, the Service or the Software or attempt to discover the source code or underlying ideas or algorithms of the Software; (b) host, display, upload, modify, publish, transmit, update or share any content, data or information that belongs to another person, or is grossly harmful, abusive, malicious, harassing, tortious, blasphemous, defamatory, vulgar, pornographic, pedophilic, obscene, libelous, invasive of another’s privacy right or right of publicity, hateful, or racially or ethnically objectionable, disparaging, relating to or encouraging money laundering or gambling, harmful to minors, or otherwise unlawful in any manner; (c) violate any applicable law, or perform any act or omission that threatens the unity, integrity or sovereignty of India; (d) perform any act or omission that deceives or misleads the recipient of any information about the origin of such message, or impersonates any person; (e) infringe the intellectual property rights of any entity or person; (f) interfere with or disrupt, or prevent, impair or otherwise adversely affect the operation of the Software or Service, or any program or data, or systems used to host the Service, or other equipment or networks connected to the Service, including without limitation by way of any software virus or any software program or code designed to interrupt, destroy or limit the functionality of any computer resource; (g) circumvent or disclose the user authentication or security of the Service or any host, network, or account related thereto; (h) access the Service for the purpose of building a competitive software or service or copying its features or user interface or graphics; and (i) rent, lease, distribute, license, sell, resell, assign, transfer, timeshare, offer in a service bureau, or otherwise make Software, available to any third-party contrary to the terms stated herein.
   2. Licensee agrees that the Licensor shall have the right to publish any copyright notices on the Software, as required or passed through by Licensor on the user interface of the Software.
   3. Licensor shall not be bound by the provisions of any terms or understanding between the Licensee and its Users. No implied or fiduciary duties or obligations of Licensor shall be read into these Terms. Notwithstanding anything contained in these Terms, Licensor shall not be liable for the performance of the obligations of the Licensee to its Users or for any breach of applicable law by the Licensee in providing any services to its Users, and the Users shall not have the right to recourse against Licensor for failure by the Licensee to fulfil its obligations, under contract or law. 

7. Term and Termination
   1. Term. The Term of these Terms is that which is set forth in the Order Form (together with any period of extension, the “Term”). 
   2. Each Party shall have the right to terminate these Terms by giving prior written notice of not less than thirty (30) days if the other Party has committed a material breach of these Terms and fails to cure such default within thirty (30) days from the written intimation of the material breach. 
   3. Parties hereby agree and acknowledge that in the event if either Party undergoes a change in management, ownership or Control, Parties shall endeavor to assign the rights and obligations under these Terms to the acquiring entity and these Terms will continue until the conclusion of the Term. 
   4. In the event of termination or expiry of these Terms, the license granted to Licensee to use the Software shall cease to be in force. Further, Licensee shall immediately release all the outstanding amounts to Licensor, which may be accrued on account of usage of the Software or Services rendered by the Licensor until the date of termination, if applicable. The expiry of the term of an Order Form executed shall not affect the validity of these Terms.
   5. Termination of these Terms shall automatically terminate all Order Forms executed hereto. The termination of these Terms and revocation of the license to use the Software, shall not relieve either Party of its obligations and liabilities under these Terms accruing up to and including the date of termination.
   6. In the event of termination or expiration of these Terms, the Licensee shall promptly destroy or permanently erase all browsing data it has access to pursuant to the use of the Services and, if requested by the Licensor, acknowledge in writing that all such data has been destroyed or permanently erased.

8. Confidential Information and Data Protection
   1. The Party receiving Confidential Information (“Receiving Party”) will hold the Confidential Information in trust and confidence and, except as set forth in these Terms or as otherwise may be authorized by the Party disclosing Confidential Information (“Disclosing Party”), in writing, will (a) use the Confidential Information only for the purpose of these Terms; and (b) will not disclose such information to any third party. 
   2. The Receiving Party may disclose Confidential Information, if required to do so under applicable law, rule or order, provided that the Receiving Party where reasonably practicable and to the extent legally permissible, provides the Disclosing Party, with prior written notice of the required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy, and provided further that the Receiving Party discloses no more Confidential Information of the Disclosing Party than is reasonably necessary in order to respond to the required disclosure.
   3. Information shall not be considered “Confidential Information” to the extent, that such information, as evidenced in writing: (a) was already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party and was not unlawfully appropriated; (b) is subsequently learned from an independent third party free of any restrictions and without breach of these Terms; (c) is or becomes publicly available through no wrongful act of the Receiving Party; or (d) is independently developed by the Receiving Party without reference to any Confidential Information.
   4. At the request and option of the Disclosing Party, or in the event of termination or expiration of the term prescribed under the Order Form, the Receiving Party shall promptly: (a) return to the Disclosing Party the Confidential Information and all documentation, information, Services, and data related to these Terms (even if not Confidential Information), or (b) destroy or permanently erase on all forms of recordation the Confidential Information and, if requested by the Disclosing Party, acknowledge in writing that all such Confidential Information has been destroyed or permanently erased.
   5. Licensee agrees that Licensor may use Licensee’s name in Licensor’s customer lists shared with prospective customers, licensees or other third parties. 
   6. To the extent that either Party transmits or receives personal information under this Agreement, such party shall comply with all applicable laws, rules, and regulations regarding privacy and the lawful processing of personal information (collectively, “Applicable Privacy Laws”). To the extent that personal data obtained by Licensee under this Agreement is subject to the E.U. General Data Protection Regulation (the “GDPR”) or the retained version of the GDPR applicable in the UK (the “UK GDPR”, together with the GDPR the “UK/EU GDPR”), each party agrees: (a) that it is a “controller” with respect to such data as defined in the GDPR; (b) to comply with all applicable provisions; and (c) that the Controller-to-Controller Data Processing Addendum is incorporated by reference into these Terms in relation to such personal data. Notwithstanding anything in this Agreement to the contrary, Licensee shall not use any information subject to the UK/EU GDPR unless it is for a purpose that constitutes a “legitimate interest” (including direct marketing) as defined in the applicable UK/EU GDPR, or Licensee has another lawful basis to process such information. To the extent that any Services may involve Licensor receiving personal data from Licensee that is subject to the UK/EU GDPR, the Controller-to-Processor Data Processing Addendum is incorporated by reference into these Terms and shall set out the status and responsibilities of the parties in relation to such personal data.
   7. To continuously improve the Licensor Services and provide the Licensee with the better Services, the Licensor will be using the data transmitted by the Licensee pursuant to these Terms in an anonymized and aggregated manner. 

9. Indemnification
   1. Licensor, agrees to indemnify, defend and hold Licensee, its directors, officers and employees harmless from and against any and all direct losses, liabilities, claims, damages, costs and expenses, including reasonable legal fees and disbursements in connection with any claim asserted against or incurred by Licensee (collectively “Claims”) or on account of any damages, claims, liabilities fines, penalties (collectively “Losses”) which directly arise out of, result from any breach of any applicable laws; or the Licensee’s use of the Service or any User’s use of the Software, in accordance with these Terms, constituting a direct infringement or misappropriation of an intellectual property right. 
   2. Licensor shall pay damages finally awarded (or agreed to be settled in consultation with the Licensor) against Licensee with respect to such claims. This obligation of Licensor to indemnify for Claims and Losses in relation to intellectual property rights, shall not apply if the alleged infringement or misappropriation results from (i) use of the Service in a manner that is not in accordance with the Documentation or these Terms; or (ii) is caused solely by or attributable directly to any third-party software or service which are not mentioned in the Documentation provided by the Licensor.
   3. Licensee, agrees to indemnify, defend and hold Licensor, its directors, officers and employees harmless from and against Claims or Losses which directly arise out of, result from or may be payable by virtue of any (i) breach of any representation, warranty, covenants or these Terms or obligation required to be performed by Licensee pursuant to these Terms, or (ii) breach of any applicable laws by Licensee / Users, or (iii) Licensee’s use of any third-party software or services in a way that violates or misappropriates the rights of a third party. The foregoing shall apply regardless of whether such loss or damage is caused by the conduct of Licensee and/or its Users or by the conduct of a third-party using Licensee’s or its Users’ access credentials.

10. Limitation of Liability
    1. Neither Party will be liable to the other Party or any other person or entity under these Terms for any indirect, incidental, special, consequential, or indirect damages, loss of goodwill, loss of business, loss of revenue, loss of data, work stoppage or for exemplary or punitive damages, arising out of, or relating to these Terms regardless of the form of action or the nature of Claim, even if it has been advised of the possibility of such damages.
    2. Notwithstanding anything elsewhere contained in these Terms, either Party’s aggregate liability under these Terms, will be limited to the actual direct damages incurred but will not exceed the total License Fees actually paid to Licensor in the preceding six (6) months prior to the Claim, by Licensee under these Terms. However, the said limitation on the liability shall not be applicable for any breach of Clauses 6 and 7 of these Terms.

11. Dispute Resolution and Governing Law
    1. In the event of any dispute and/or difference which may arise between the Parties in construing, constructing, and assigning any meanings to the terms contained in these Terms or Order Form or the non-fulfillment of any of its terms by either of the Parties, the Parties shall resolve the same acting in good faith by giving each other a notice in writing of existence of all such disputes and/or differences and may accordingly enter into mediation proceedings. 
    2. On non-resolution of all or any of such disputes or differences through any of such good faith negotiations and appropriate mediation proceedings within a period of thirty (30) days, the Parties shall refer such disputes/differences/disagreements to arbitration in accordance with the arbitration laws of California or any statutory amendments thereof. The Arbitral Tribunal shall consist of a sole arbitrator to be appointed by the mutual Terms of Licensor and the Licensee. The Parties hereto mutually agree and confirm that the arbitration proceedings shall be held in California, USA and the decisions of the duly appointed Arbitrator shall be final and binding on the Parties. The language of Arbitration shall be English.
    3. The negotiation and interpretation of these Terms shall be governed by the laws of California, USA, without regard to any conflict of law principles and subject to the arbitration above, courts at California, USA shall have exclusive jurisdiction in respect of any disputes arising out of these Terms. 

12. Force majeure 
    1. If either Party is unable to perform any of its obligations under these Terms because of circumstances beyond its reasonable control, including an act of God, fire, casualty, flood, war, terrorist act, failure of public utilities, injunction or any act, exercise, labor or civic unrest, assertion or requirement of any governmental authority, or destruction of Software on facilities (a “Force Majeure Event”), the Party who has been so affected shall immediately give a written notice to the other Party, shall continue to perform its respective obligations under these Terms which are not affected by the Force Majeure Event and shall do everything reasonably practicable to resume performance of such affected obligations. Upon receipt of such notice, all affected non-monetary obligations under these Terms shall be immediately suspended for the period of such Force Majeure Event. If the Force Majeure Event continues for a period of more than 90 (ninety) days from the date of occurrence of such event, either Party shall be entitled to terminate the relevant Order Form.

13. Miscellaneous
    1. These Terms constitutes the entire agreement between the Parties and supersedes all previous agreements, promises, proposals, representations, emails, understanding and negotiations, whether written or oral, between the Parties pertaining to the subject matter hereof.
    2. No modification, amendment or waiver to these Terms, or any provisions thereof will be binding upon the Parties unless agreed by representatives of both Parties in writing.
    3. At no time will any failure or delay by either Party in enforcing any provisions, exercising any option, or requiring performance of any provisions, be construed to be a waiver of same.
    4. If any term, provision, or part of these Terms is to any extent held invalid, void, or unenforceable, the remainder of these Terms will not be impaired or affected thereby, and each term, provision and part will continue in full force and effect and will be valid and enforceable to the fullest extent permitted by law.
    5. Any provision of these Terms, which by their very nature survive termination or expiration of these Terms will survive termination or expiration of these Terms and continue in full force and effect including the following Clauses 6, 7, 9 to 13. 
    6. Neither Party shall, without the prior written consent of the other Party, assign, delegate, pledge or otherwise transfer these Terms or any of its rights or obligations under these Terms, to any individual, person, or entity, whether voluntarily or by operation of law. Any assignment made without any such consent will be void and of no effect as between the Parties.
    7. The relationship between the Parties shall be on a principal-to-principal basis and nothing contained in these Terms shall create, constitute, or evidence any partnership, agency, joint venture, trust or employer/employee relationship between the Parties and a Party may not make, or allow to be made, any representation that such relationship exists between the Parties.
    8. All notices or other communications permitted or required to be given hereunder shall be sent by electronic mail to the email address provided by the other party for such purpose and shall be deemed given when sent. 

14. Grievance Officer:
    1. If You have any grievance with respect to the Software or the Services, You may write to the grievance officer, the name and contact details have been provided below: 
       
       Name: Avinash Nagla
       Email: avi@sprouts.ai
       
       
    2. The Grievance Redressal Officer shall dispose of any complaint in accordance with the applicable laws.