Terms and Conditions
Posted September 23, 2019
Contents at a glance
1.1 Provision of Services.
Customer and employees may access and use the Services in accordance with this Agreement. The “Services” means (a) the service provided to employees to facilitate the filing of paperwork for a leave of absence and (b) any services provided to Customer to manage leaves of absence of its employees.
1.2 Customer Administration.
Customer is responsible for managing access to the Services for its employees.
Customer will not (and will not allow any employee, or third party to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services, (b) modify or create derivative works based on the Services, © sell, resell, license, copy, rent, lease, distribute, time-share the Services or otherwise use the Services for the benefit of a third party, (d) remove or alter proprietary notices from the Service, or (e) use the Service to create any other product.
1.4 Third Parties.
Sparrow is not liable for any act or omission of third parties to whom it provides employee paperwork as part of the Services (e.g., a short-term disability provider). This does not apply to third parties providing Services on Sparrow’s behalf (e.g., AWS).
2.1 Sparrow License.
Except for the rights granted in Section 1.1, Sparrow and its licensors own and reserve all right, title, and interest in and to the Services.
2.2 Customer License.
Except for the rights granted in this Section, Customer owns and reserves all right, title, and interest in and to the information submitted to the Services (“Customer Data”). Customer grants Sparrow and its contractors the non-exclusive right to use its Customer Data as reasonably necessary for Sparrow to provide, maintain, and improve the Services.
If Customer provides Sparrow any feedback or ideas (“Suggestions”), Customer grants Sparrow the non-exclusive, sublicensable right to use, modify, and incorporate into Sparrow’s products and services the Suggestions.
2.4 Customer List.
Sparrow may use Customer’s name, logo, and marks to identify Customer as a Sparrow customer on Sparrow’s website and in other marketing materials. Customer also agrees that Sparrow may verbally reference Customer as a customer of the Services.
Sparrow may use Sparrow Data (i) to provide, maintain, and improve the Services and develop new features and services and (ii) create and distribute reports and materials about the Services. Sparrow will not identify Customer as a source of information for any report or material described in this Section without Customer’s permission. “Sparrow Data” means usage data, statistics, aggregated and anonymized data derived from Customer Data so that such data does not identify a person.
Customer will pay Sparrow the fees for the Services set forth in the Order Form. Sparrow collects payment for the fees set forth in the Order form automatically via ACH based on anticipated number of employee leaves (“Leaves”)for the proceeding year of the Term. If the actual number of Leaves in such year is less than the anticipated number of Leaves set forth in the Order Form, the prorated amount charged for unused Leaves will rollover to the following year of the Term. You hereby authorize TrySparrow.com, Inc (“Sparrow”) or it’s payment processor to initiate entries to your business bank checking account on file with Sparrow (using your business address on file) to pay amounts that you owe to Sparrow, and, if necessary, to initiate adjustments for any transactions credited or debited in error. You represent that you have authority to bind the organization that owns the bank account and to authorize these transactions to the bank account. This bank account payment authorization will remain in effect until you notify Sparrow in writing to cancel it in such time as to afford Sparrow and the bank reasonable opportunity to act on it. Sparrow may immediately suspend provision of the Service if your account is past due. Except to the extent expressly set forth herein, all payments are non-refundable and non-creditable.
Customer is responsible for all taxes, except those directly relating to Sparrow’s net income, gross receipts, or capital stock. Sparrow will invoice Customer for sales tax when required to do so and Customer will pay the tax unless Customer provides Sparrow with a valid tax exemption certificate authorized by the appropriate taxing authority.
Term & Termination
The Agreement will remain in effect for the duration specified on the Order Form.
Either party may terminate this Agreement if (a) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice, or (b) the other party ceases its business operations or becomes subject to insolvency proceedings. Sparrow may also terminate the Agreement in order to comply with law or regulation.
4.3 Effect of Termination.
If this Agreement expires or is terminated, then (a) the rights granted by one party to the other will cease immediately except as otherwise set forth in this Section, and (b) the following Sections will survive: 2 (Intellectual Property), 3 (Payment), 4.3 (Effect of Termination), 5 (Confidentiality), 6 (Disclaimers), 7 (Limitation of Liability), 8 (Miscellaneous).
“Confidential Information” means any business or technical information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) under this Agreement that is marked as confidential or would normally be considered confidential to a reasonable person under the circumstances. Customer Data will be Confidential Information of Customer. Confidential Information will not include any information that (a) is or becomes public through no fault of the Receiving Party, (b) was known to the Receiving Party prior to receipt, © is obtained by the Receiving Party from a third party not under an obligation of confidentiality, and (d) is independently developed by Receiving Party without use of the Disclosing Party’s Confidential Information. The Receiving Party will use reasonable care to (a) only use the Confidential Information as authorized under this Agreement and (b) except as required to provide employee paperwork to permitted third parties in order to collect necessary information for or to submit the paperwork (e.g., employee’s doctor, California EDD, Customer short-term disability provider, limit access to the Disclosing Party’s Confidential Information to its employees, contractors, and advisors who need access to the Confidential Information to perform the Services and who have agreed to confidentiality provisions with the Receiving Party containing similar protections to the protections for Confidential Information in this Agreement. Each party may disclose the other party’s Confidential Information when required by law or regulation so long as the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted, and reasonable assistance at the Disclosing Party’s cost to contest or limit the disclosure.
Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, SPARROW (A) MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES, AND (B) DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER SPARROW NOR CUSTOMER WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE LEGAL THEORY, REGARDLESS OF WHETHER A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, SPARROW’S AND CUSTOMER’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER HAS PAID OR IS PAYABLE FOR CUSTOMER’S USE OF THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
Miscellaneous. This Agreement will be governed by California law except for its conflicts of law principles. Sparrow and Customer consent to the exclusive jurisdiction and venue of the federal or state courts of San Francisco, California. This Agreement constitutes the entire agreement between Customer and Sparrow with respect to the subject matter of this Agreement and supersedes any prior or contemporaneous agreements whether written or oral, including any non-disclosure agreements. No modification, amendment, or waiver will be effective unless set forth in writing and signed by the parties. Each party may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to transfer or assign is void. The parties are independent contractors. This Agreement do not create a partnership, joint venture, or agency relationship between the parties. There are no third-party beneficiaries under this Agreement. Sparrow will not be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, labor disputes, governmental action, utilities failures, and Internet disturbance) that was beyond its reasonable control. No failure or delay by either party in exercising a right under this Agreement will constitute a waiver of that right. A waiver of a default is not a waiver of any subsequent default. If a term of this Agreement is found to be unenforceable, the unenforceable term will be modified to reflect the parties’ intention. This Agreement may be executed in counterparts and delivered electronically.