Sparrow User Terms of Service

THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER.

Welcome to Sparrow! Our mission is to demystify the leave process to support employers and employees through their most vulnerable moments. We do this by offering employers a cloud platform and other leave services to help them manage leaves of absence and related accommodations for their employees. Sparrow’s website, platform, and related services (collectively referred to herein as the "Services”) are provided by TrySparrow.com, Inc. (“Sparrow”). We are providing the Services on behalf of your employer, consistent with our agreement with your employer. In addition to any terms and policies that your employer may require in connection with your use of the Services, you also agree to these terms (the “Terms”). Our Privacy Policy explains how we collect and use your personal data that we obtain in connection with the Services. By using our Services, you agree that these Terms and our Privacy Policy govern your use of the Services.

PLEASE REVIEW THESE TERMS CAREFULLY. THESE TERMS WITH SPARROW ARE A LEGALLY BINDING CONTRACT BETWEEN YOU AND US. BY USING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS.

Relationship between the Parties
Neither the Services nor Sparrow provide legal advice. These Terms do not create an attorney-client relationship between you and Sparrow. Additionally, no agency, partnership, joint venture, or employment is created as a result of these Terms, and you do not have any authority of any kind to bind Sparrow in any respect whatsoever.

You, our User. As someone who may access and use Sparrow’s Services, you are a Sparrow “User.”

Your employer, our Customer. Your employer is Sparrow’s customer, and that’s how we’ll refer to your employer in these Terms - as the “Customer.” Customer has separately agreed to Sparrow’s Terms and Conditions or a similar written agreement (the “Customer Agreement”) so that Customer can invite you to use the Services and create an account associated with Customer’s Sparrow account.

Customer’s Role and Responsibilities
Customer may invite you to create an employee account if you are seeking a leave of absence or related accommodation, or an administrative account if you are on Customer’s HR team.

You agree that it is solely Customer’s responsibility to (i.) inform you of any relevant Customer policies and practices related to the Services, and any internal Customer settings that may impact your use of the Services; (ii.) obtain any consents from you that are necessary for you to use the Services; (iii.) ensure that Customer is in compliance with its legal obligations in connection with its employee leaves of absence and related accommodations, including under applicable payroll law; and (vi.) make all decisions and approvals in connection with any leaves of absence and related accommodations.

Your Responsibilities and Account Administration
You will use the Services only in compliance with these Terms, Sparrow’s Privacy Policy and standard published policies and codes of conduct then in effect, including Sparrow’s Acceptable Use Policy, and all applicable laws and regulations.

The Services are not intended for use for persons under the age of 18. Please contact your employer if you are under this age.

You will be responsible for maintaining the security of your account, passwords, and documents, and won’t allow unauthorized use of or access to your account or password. You will promptly notify Sparrow of any unauthorized use of or access to your account.

You will provide Sparrow with timely access to the data and information necessary for Sparrow to provide the Services, and you and Customer are responsible for the accuracy and completeness of this data and information.

Customer Access To Your Account
You acknowledge and agree that the Customer Agreement and Services provide Customer with many choices and control over your Services account. For example, Customer administrators (e.g. someone from your employer’s HR team) may monitor or restrict access to your Services account and may view data and information from your account. Customer administrators may also receive access to your communications with Sparrow in connection with your account.

Please check with Customer directly about the policies and settings it has in place with respect to how it handles the privacy and security of your account and your personal data in connection with administering your leave of absence or related accommodation.

Personal Data
You can learn how we collect, use and disclose your personal data in connection with our Services by reading our Privacy Policy.

You acknowledge and agree that we may access, preserve and disclose your account or user information or other personal data (if such information exists) as described in our Privacy Policy, including without limitation, if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a.) comply with legal process; (b.) enforce these Terms; (c.) respond to claims that any of your acts violate the rights of third parties; (d.) respond to your requests for customer service; or (e.) protect the rights, property or personal safety of us, our users and the public.

Telephonic Communications Services
By providing us with your telephone number, you are consenting to be contacted by Sparrow by telephone (including on a recorded line) or text message, including via an automated telephone dialing system or other telephonic or electronic means. You may be required to respond to an initial call or message as instructed to complete your registration and confirm enrollment to receive such calls, texts or other telephonic communications. If you no longer wish to receive such calls, text messages, or other telephonic communications, or if you change or deactivate your telephone number, you agree to notify Sparrow. By replying to any text message you receive from us, you may text “STOP” to cancel or “HELP” for customer support information.

There is no additional charge for telephonic communications, but your carrier’s standard message and data rates apply to any calls, text messages or other telephonic communications you send or receive. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. We are not liable for any delays in the receipt of, or any failures to receive, any calls, text messages or other telephonic communications, as delivery is subject to effective transmission by your mobile carrier and compatibility of your mobile device. Please contact your mobile carrier if you have any questions regarding these issues or your mobile data and messaging plan.

Restrictions
You will only use the Services as expressly permitted herein and you agree that you will not, directly or indirectly, (i.) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services; (ii.) modify, translate, or create derivative works based on the Services (iii.) use the Services for the benefit of any third party; (iv.) use or access the Services to develop a product or service that is competitive with the Services or engage in competitive analysis or benchmarking; (v.) remove any proprietary notices or labels; or (vi.) modify, adapt, hack, or attempt to probe, scan or test the vulnerability of, the Services, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks; or (vii.) engage in any conduct that is in violation of Sparrow’s Acceptable Use Policy.

Limited License
Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services for your personal, noncommercial use only and as permitted by the features of the Services. Sparrow reserves all rights not expressly granted herein.

Proprietary Rights
Sparrow (or its licensors, if any) owns and retains all right, title and interest in and to (a.) the Services and all improvements, enhancements or modifications thereto, (b.) any software, applications, inventions or other technology developed in connection with the Services or support, and (c.) all intellectual property rights related to any of the foregoing (“Sparrow Content”). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license to the Sparrow Content.

The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries.

We welcome feedback about our Services (“Feedback”). By providing us with Feedback, you grant us a worldwide, non-exclusive, irrevocable, royalty-free, sublicensable, and perpetual license to store, reproduce, use, publish, publicly display, copy, modify, disclose, and create derivative works of your Feedback in any media now known or not currently known. We are under no obligation (1.) to maintain any Feedback in confidence; (2.) to provide any compensation for any Feedback; or (3.) to respond to any Feedback. You agree that no Feedback submitted by you will violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s).

Operational Metrics
You acknowledge that Sparrow may collect anonymized information, metrics, analytics, and data in connection with your use of, or interaction with, the Services for its own business purposes, such as improving, testing, and maintaining the Services and generation of reports for internal and external use. These metrics are owned by Sparrow.

Indemnity and Release
You agree to defend, indemnify and hold harmless Sparrow and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i.) your use of and access to the Services, including any data or content transmitted or received by you; (ii.) your violation of any applicable law, rule or regulation; or (iii.) your willful misconduct.

Termination
Please contact Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these Terms. In addition to any suspension or termination rights of Customer, Sparrow reserves the right to suspend or terminate your access to the Services at any time.

Disclaimer
SPARROW DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPARROW DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPARROW OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. USE OF THE SERVICES IS AT YOUR OWN RISK.

FEDERAL LAW, SOME STATES, AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, SPARROW, INCLUDING ITS AGENTS, EMPLOYEES, OR LICENSORS, WILL NOT BE LIABLE WHETHER UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES, FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF SERVICES, OR FOR BREACH OF THESE TERMS, WHETHER OR NOT A PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU UNDER THESE TERMS WILL NOT EXCEED ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS.

THE LIMITATIONS ON DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN AND ARE MATERIAL TO SPARROW’S DECISION TO ENTER INTO THE AGREEMENT BETWEEN SPARROW AND YOU. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.


Arbitration and Class Action/Jury Trial Waiver
READ THIS SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT FILED IN COURT.

(a.) Informal Dispute Resolution Procedure
For any dispute you have with Sparrow, you agree to first contact your employer with a description of the dispute that includes the nature or basis of the dispute and the specific relief sought so that your employer may work with you and Sparrow to attempt to resolve the dispute informally. This requires first sending a written description of the dispute to your employer, copying legal@trysparrow.com. For any dispute that Sparrow initiates, we will send our written description of the dispute to the email address associated with your account, copying your employer. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought. If the dispute is not resolved within sixty (60) days after receipt of the written description of the dispute in writing, you and Sparrow agree to the further dispute resolution provisions below.

The above informal dispute resolution process is required before you may commence any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.

(b.) Mutual Arbitration Agreement
We each agree that any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to your access or use of the Services including without limitation (i.) the content available on the Services; (ii.) these Terms (including its formation, performance, and breach); or (iii.) that in any way relate to the provision or use of the Services, your relationship with Sparrow, or any other dispute with Sparrow, (collectively, “Claims”) shall be resolved exclusively through binding arbitration in accordance with this “Arbitration and Class Action/Jury Trial Waiver” section (collectively, the “Arbitration Agreement”). This includes Claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as Claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth in subsection (i.). This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) in all respects and evidences a transaction involving interstate commerce. You and Sparrow expressly agree that the FAA shall exclusively govern the interpretation and enforcement of this Arbitration Agreement. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply.

Except as set forth in this “Arbitration and Class Action/Jury Trial Waiver” section, the arbitrator or arbitration body, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms and this Arbitration Agreement, including, but not limited to any claim that all or any part thereof are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity.

Notwithstanding the parties’ decision to resolve all disputes through arbitration, each party retains the right to (i.) elect to have any Claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initial chose; (ii.) bring an action in state or federal court to protect its intellectual property right (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights); and (iii.) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s Claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.
You and Sparrow agree to submit to the personal jurisdiction of any federal or state court in San Francisco County, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. mail and hereby waive any and all jurisdictional and venue defenses otherwise available.

Except as set forth in subsection (c.) below, if any provision of this Arbitration Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions thereof remain in full force and effect.

THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM, AND THAT RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND SPARROW ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

(c.) Class Arbitration and Collective Relief Waiver
YOU AND SPARROW ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN THIS SUBSECTION (c.), ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER CONSOLIDATED ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS SPARROW PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.

If there is a final judicial determination that this subsection (c.) is not enforceable as to a particular claim or request for relief, then the parties agree that that particular claim or request for relief may proceed in court but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or Sparrow from participating in a class-wide settlement of claims.

(d.) Arbitration Rules
The arbitration will be administered by National Arbitration and Mediation (“NAM”) and resolved before a single arbitrator. If NAM is not available to arbitrate, the parties will select an alternative arbitration provider, but in no event shall any arbitration be administered by the American Arbitration Association. Except as modified by the “Arbitration Agreement” provision, NAM will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at commercial@namadr.com.

(e.) Initiating Arbitration
Only after the parties have engaged in a good-faith effort to resolve the dispute in accordance with the Informal Dispute Resolution Procedure provision, and only if those efforts fail, then either party may initiate binding arbitration as the sole means to resolve claims using the procedures set forth in the applicable NAM rules. If you are initiating arbitration, a copy of the demand shall also be emailed to legal@trysparrow.com. If Sparrow is initiating arbitration, it will serve a copy of the demand to the email address associated with your user account or the email that Sparrow has on file for you. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Arbitration Agreement.

(f.) Arbitration Location and Procedure
If you are a resident of the United States the arbitration will be conducted in the county where you reside, and if you are not a resident of the United States the arbitration shall be conducted in San Francisco County, California, United States of America, unless you and Sparrow otherwise agree or unless the designated arbitrator determines that such venue would be unreasonably burdensome to any party, in which case the arbitrator shall have the discretion to select another venue. If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Sparrow submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise. Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Sparrow (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

(g.) Arbitrator’s Decision
The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the terms of the “Limitation of Liability” section of these Terms as to the types and the amounts of damages or other relief for which a party may be held liable. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorney’s fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

(h.) Fees
You are responsible for your own attorney’s fees unless the arbitration rules and/or applicable law provide otherwise. The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

(i.) Right to Opt Out of the Arbitration Agreement
IF YOU DO NOT WISH TO BE BOUND BY THE “ARBITRATION AGREEMENT” AS SET FORTH IN THIS “ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER” SECTION, THEN: (1.) you must notify Sparrow by completing this form within thirty (30) days of the date that you first accessed or otherwise become subject to this Arbitration Agreement (or any subsequent changes to the provisions of the section titled “Arbitration and Class Action Waiver”); and (2.) you must complete all fields in the form, including (a.) your name, (b.) your address, and (c.) a clear statement that you wish to opt out of this Arbitration Agreement. If you do not timely opt out of this Arbitration Agreement, such action shall constitute mutual acceptance of the terms of these “Arbitration and Class Action/Jury Trial Waiver” provisions by you and Sparrow.

(j.) Changes to This Arbitration Agreement
Sparrow will provide thirty (30) days’ notice of any changes affecting the substance of this “Arbitration and Class Action/Jury Trial Waiver” section, which may consist of sending an email to the email address associated with your account or notification via the Services. Any such changes will go into effect 30 days after Sparrow provides this notice and apply to all claims not yet filed. If you reject any such changes by opting out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If Sparrow changes this “Arbitration and Class Action/Jury Trial Waiver” section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you agree that your continued use of the Services 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out by providing notice as described in subsection (i.).

Venue and Governing Law
For any dispute not subject to arbitration or under the jurisdiction of a small claims court, you and Sparrow agree to submit to the personal and exclusive jurisdiction of any venue in the federal and state courts located in San Francisco County, California. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

The Terms and the relationship between you and Sparrow shall be governed by the laws of the State of California without regard to conflict of law provisions.

Miscellaneous
If any provision of these Terms is found to be unenforceable or invalid, that provision will be modified to reflect the parties’ intention and only to the extent necessary to make it enforceable, and the remaining provisions of the Terms will remain in full effect. Sparrow’s failure to enforce a provision is not a waiver of its right to do so later. You may not assign any of your rights under these Terms, and any such attempt will be void. Sparrow may assign its rights to any of its affiliates, or to any successor in interest of any business associated with the Services. These Terms constitute the entire agreement between you and Sparrow with respect to the subject matter of these Terms and supersedes and replaces all previous agreements, terms, communications and other understandings relating to the subject matter of these Terms. These Terms do not give rights to any third parties. Neither party will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance). Sparrow may provide notifications to you via email notice, business or personal mail, written or hard copy notice, or through posting of such notice on the Sparrow Services, as determined by Sparrow in its sole discretion. Notices to Sparrow must be sent to Sparrow Legal at legal@trysparrow.com with a copy to Sparrow at 548 Market St #73767 San Francisco, California 94104, attn: Legal Department.

Electronic Signature
By using a part of the Services that facilitates electronic signatures, you agree to do business electronically and to use electronic records and signatures. There may be laws where you reside governing what types of documents and transactions are appropriate for such signatures. It’s your responsibility to ensure that the electronic signature functionality provided by the Services is appropriate for your scenario. If the Services include sample documents, these documents are for informational purposes only.

Modifications
Sparrow may revise this Agreement from time to time and the most current version will always be made available to you through the Sparrow Services with the date at the top and a link to the prior version. If a revision, in Sparrow’s sole discretion, is material, Sparrow will notify you as required by law, which may consist of sending an email to the email address associated with your account or notification via the Services. These updated Terms will become effective no less than thirty (30) days from when we notify you, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. It’s your responsibility to check the Sparrow website regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, you must stop using the Services before the updated Terms become effective.

Contact us
If you have any questions about these Terms, please contact us at legal@trysparrow.com.